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Resolution 018-1981 ~l -' ~ RESOLUTION NO. 18 -1981 A RESOLUTION PROVIDING FOR THE CONSTRUCTION OF CERTAIN CAPITAL IMPROVEMENTS IN MONROE COUNTY, FLORIDA; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $2,000,000 IMPROVEMENT REVENUE BONDS, SERIES 1981, OF MONROE COUNTY, FLORIDA, TO PAY THE COST OF SUCH PROJECT; PROVIDING FOR THE PAYMENT OF THE BONDS FROM THE RACETRACK AND JAI ALAI FRONTON FUNDS ALLOCATED ANNUALLY TO THE COUNTY AND DISTRI- BUTED TO THE BOARD OF COUNTY COMMISSIONERS, AND CERTAIN INVESTMENT INCOME OF THE COUNTY; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFEC- TIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA (hereinafter called "Board" and "County", respec- tively) that: ARTICLE I STATUTORY AUTHORITY, FINDINGS AND DEFINITIONS SECTION 1.01 AUTHORITY FOR THIS RESOLUTION. This resolution 1S adopted pursuant to the provisions of Ch. 125, Fla. Stat. (1979), Ordinance No. 1-1981 of the County, and other applicable provisions of law. SECTION 1.02 FINDINGS. It 1S hereby ascertained, deter- mined and de I cared as follows: A. The Board finds that it is necessary and desirable to acqu1re and/or construct the following capital improvements in the County: 1. Marathon Library; 2. Harry Harris Park; and 3. Purchase of School Board Building; as more particularly set forth in the plans and specifications now on file or to be on file with the County; subject, however, to the right of the Board, if through unusual conditions or circumstances it is deemed necessary and desirable to modify or delete any of the projects described above, to make such necessary changes or dele- tions 1n the projects as the Board deems necessary, so long as such funds are used for the purposes provided by law. -A . -- B. The estimated cost of such projects, as above described, is the sum of $2,000,000, which shall be paid from the proceeds of the sale of the Bonds, as hereinafter defined, and shall, in addition to the specific items in the plans and specifications, be deemed to include bond discount, if any; e ng ineering, legal, fiscal and accounting expens s; capital ized interest for a reasonable period after issuance of the Bonds; provisions for reserves; reimbursement of the general fund of the County for any costs advanced in anticipation of the financing; and other expenses necessary or incidental to the financing herein authorized. C. The Pledged Funds, as hereinafter defined, are not pledged or encumbered in any manner. D. The principal of and interest on the Bonds and all required sinking fund, reserve and other payments shall be -payable solely from the Pledged Funds as herein provided. The County shall never be required or compelled to levy ad valorem taxes on any property within its boundaries to pay the principal of and interest on the Bonds: or to make any of the required s inking fund, reserve or other payments. The Bonds and the indebtedness evidenced thereby shall not consti tute a I ien upon _any other property owned by or within the territorial jurisdic- t ion of the County, bu t shall consti tute a I ien only upon the Pledged Funds as herein provided. E. The Pledged Funds will be sufficient to pay all principal of and interest on the Bonds to be issued hereunder, as the same become due, and to make all required sinking fund, reserve or other payments required by this resolution. SECTION 1. 03 RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this resolution shall be deemed to be and shall constitute a contract between the County and such Holders. The covenants and agreements herein set forth to be performed by the County -2- . ... s hall be for the equal benef it, protection and secur i ty of the legal Holders of any and all of the Bonds and the coupons attached thereto, all of which shall be of equal rank and without preference, priority or distinction of any of the Bonds or coupons over any other thereof, except as expressly provided therein and herein. SECTION 1.04 DEFINITIONS. Unless the context otherwise requires, the terms defined in this section shall have the meanings specified in this section. Words importing singular n umber shall include the plural number in each case and vice versa, and words importing persons shall include firms and cor- porations. A. "Act" shall mean, collectively, Ch. 125, Fla. Stat. (1979), Ordinance No. 1-1981 of the County, and other applicable provisions of law. B. "Amortization Installment" with respect to any Term Bonds shall mean an amount so designated which is established for the Term Bonds, provided that (1) each such installment shall be -- deemed to be due as provided by subsequent resolu tion of the Board and shall be in a multiple of $5,000, and (2) the aggregate of such installments shall equal the aggregate principal amount _of Term Bonds delivered on original issuance. C. "Authorized Investments" shall mean direct obliga- tions of the United States of America, obligations uncon- ditionally guaranteed by the United States; time deposits repre- sented by certificates of deposit fully secured in the manner provided by the laws of the State of Florida; or repurchase agreements for the foregoing obligations, provided such repurchase agreements are fully collateralized and secured at all times by such obligations. D. "Board" shall mean the Board of County Commissioners of Monroe County, Florida. E. "Bonds" shall mean the Improvement Revenue Bonds, Series 1981, herein authorized to be issued, together with any - 3- . additional parity obligations issued pursuant to this resolution. F. "Bond Service Requirement" for any Bond Year, as applied to the Bonds, shall mean the sum of: (1) The amount required to pay the interest becoming due on the Bonds during such Bond Year, except to the extent that such interest shall have been provided by payments into the Sinking Fund out of Bond proceeds for a specified period oft ime . (2) Th e amount requ ired to pay the pr i nc ipal of Serial Bonds maturing in such Bond Year. (3) The Amortization Installment for the Term Bonds during such Bond Year. In computing the Bond Service Requirement for any Bond Year for the Bonds, the Board shall assume that an amount of the Term Bonds equal to the Amortization Installment for the Term Bonds during such Bond Year will be retired by purchase or redemption in such Bond Year. When deter- mining the amount of principal of and interest on the Bonds which mature in any year, for purposes of this resolution, the stated maturity date of the Term Bonds shall be disregarded, and the Amortization Installment, if any, applicable to the Term Bonds in such year shall be deemed to mature in such year. G. "Bond Year" shall mean the one-year period ending on a principal maturity date or Amortization Installment due date f or the Bonds. H. "County" shall mean Monroe County, Florida. I. "Fiscal Year" shall mean the period commencing on October 1 of each year and ending on the succeeding September 30, or such other time as may be established by law. J. "Holder of Bonds" or "Bondholder" or any similar term shall mean any person who shall be the bearer or owner of any outstanding Bond or Bonds registered to bearer or not registered, or the registered owner of any such Bond or Bonds which shall at the time be registered other than to bearer, or the bearer of any coupons representing interest accrued or to ..,.4- , accrue on the Bonds. K. "Maximum Bond Service Requirement" shall mean, as of any particular date of calculation, the greatest amount of aggregate Bond Service Requirements for the then current or any future Bond Year. L. "Pledged Funds" shall mean, collectively, the Racetrack Funds, as herein defined, together with the earnings on money held in the Sinking Fund and Reserve Account established herein. M. "Project" shall mean the acquisition and/or construction of .those capital improvements specified in Section 1.02A hereof, pursuant to the plans and specif ications now on file or to be on file with the Clerk of the Board. N. "Racetrack Funds" shall mean the racetrack funds and jai alai fronton funds accruing annually to Monroe County, Florida, pursuant to Ch. 550 and 551, Fla. Stat., as amended and supplemented from time to time, and allocated to the Board pur- suant to Ch. 19260, Laws of Fla. (1939). O. "Serial Bonds" shall mean the Bonds which shall be stated to mature in annual installments. P. "Term Bonds" shall mean the Bonds, all of which shall be stated to mature on one date and which shall be subject to mandatory redemption by operation of the Bond Amortization Ac coun t. -5.... . ARTICLE I I AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS SECTION 2.01 AUTHORIZATION OF PROJECT. The acquisition and construction of the Project is hereby authorized in accord- ance with applicable law and the provisions of this resolution. SECTION 2.02 AUTHORIZATION OF BONDS. Subject and pur- s uant to the provisions of this resolution, Bonds of the County to be known as "Improvement Revenue Bonds, Series 1981," are hereby authorized to be issued in the aggregate principal amount of not exceeding $2,000,000, for the purpose of financing the cost of the Project. SECTION 2.03 DESCRIPTION OF BONDS. Th e Bonds shall be numbered consecutively from one upward; shall be in the denomina- t ion of $5,000 each or integral mul tiples thereof; shall bear interest at such rate or rates not exceeding the maximum legal rate per annum, such interest to be payable semiannually on such dates as shall be provided by subsequent resolution of the Board; and shall be dated and shall mature on such dates and in such years (not later than forty years from their dates of issuance) and amounts as shall be fixed by subsequent resolution of the ...Board. The Bonds shall be issued in coupon form; shall be payable with respect to both principal and interest at a bank or banks to be subsequently determi ned by the Board pr ior to the del ivery of the Bonds; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable in accordance with and upon surrender of the appur- tenant interest coupons as they severally mature. SECTION 2.04 EXECUTION OF BONDS AND COUPONS. The Bonds shall be executed in the name of the Board by its Chairman and countersigned and attested by its Clerk and its official seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The facsimile signatures of such officers may be - 6- . imprinted or reproduced on the Bonds, provided that at least one signature required to be placed thereon shall be manually subscribed. If any officer whose signature appears on any Bond shall cease to be such officer before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and suf- ficient for all purposes as if he or she had remained in office until such delivery. Any Bond may be signed and sealed on behalf of the Board by the person who at the actual time of the execu- t ion of such Bond holds the proper off ice wi th the Board, although he or she may not have held such office or may not have been so authorized at any earlier time. The coupons attached to the Bonds shall be authenticated with the facsimile signatures of any present or future Chairman and Clerk of the Board, and the validation certificate on the Bonds shall be executed with the facsimile signature of the Chairman. The Board may adopt and use for such purposes the fac- simile signatures of any persons who shall have been such off i- cers at any time on or after the date of adoption of this resolu- tion, notwithstanding that they may have ceased to be such offi- cers at the time the Bonds are actually delivered. SECTION 2.05 NEGOTIABILITY AND REGISTRATION. The Bonds _may be registered, at the option of the Holder, as to principal only, on the books of the Board at the office of the Clerk of the Board, as Registrar, or such other Registrar as may hereafter be duly appointed, such registration to be noted on the back of the Bonds in the space provided therefor. After such registration as to principal only, no transfer of the Bonds shall be valid unless made at the office of the registered owner or by his duly a uthorized agent or representative and similarly noted on the Bonds, but the Bonds may be discharged from registration by being in like manner transferred to bearer, and thereupon trans- ferability by delivery shall be restored. At the option of the Holder, the Bonds may thereafer again from time to time be registered or transferred to bearer as before. Such registration -7- .. as to principal only shall not affect the negotiability of the coupons which shall continue to pass by delivery. The Board may make a reasonable charge for every such transfer sufficient to reimburse it for any expenses incurred by it; provided, however, that no charge shall be made by the Board for the first transfer of any Bond from bearer to the registered owner and for the first reconversion from the registered owner to bearer. SECTION 2.06 BONDS MUTILATED, DESTROYED, STOLEN OR LOST. I f any Bond becomes mu tilated, or is destroyed, stolen or lost, t he County may in its discretion issue and del iver a new Bond with all unmatured coupons attached of like tenor as the Bonds and attached coupons, if any, so mutilated, destroyed, stolen or lost, in exchange and substi tution for such mu tilated Bond upon surrender and cancellation of such mu tilated Bond and attached coupons, if any, or in lieu of and substitution for the Bond and _a ttached coupons, if any, destroyed, stolen or lost, and upon the Holder furnishing the Board proof of his or her ownership thereof and satisfactory indemnity and complying with such other reaso- n able regulations and condi tiohs as the Board may prescribe and paying such expenses as the County 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 ma tured or be about to mature, instead of issuing a substitute Bond or coupon, the Board may pay the same, upon being indemnified as aforesaid, and if such Bond or coupon be lost, stolen or destroyed, without surrender thereof. Any duplicate Bonds and coupons issued pursuant to this section shall constitute original, additional contractual obliga- tions on the part of the County whether or not the lost, stolen or destroyed Bonds or coupons be at any time found by anyone, and such dupl icate Bonds and coupons shall be enti tIed to equal and proportionate benefits and rights as to lien on and source and securi ty for payment to the same extent as all other Bonds and coupons issued hereunder. -8- ., SECTION 2.07 PROVISIONS FOR REDEMPTION. The Bonds shall be subject to redemption prior to their maturity, either mandatorily or at the option of the Board, at such times and in such manner as shall be fixed by subsequent resolution of the Board prior to delivery of the Bonds. Notice of such redemption (a) shall be published at I east thirty days pr ior to the redemption date in a f inan- c ial journal publ ished in the Borough of Manhattan, Ci ty and State of New York; (b) shall be filed with the paying agent; and (c) shall be mailed, postage prepaid, to all registered owners of Bonds to be redeemed at their addresses as they appear on the registration books. SECTION 2.08 FORM OF BONDS AND COUPONS. Th e text of the Bonds and the interest coupons and the certificate of valida- t ion shall be in substantially the following form, wi th such omissions, insertions and variations as may be necessary and desirable and authorized and permi tted by this resolution or by any subsequent resolution or ordinance adopted prior to the .. issuance thereof: -9- . No. $ UNITED STATES OF AMERICA S TN .: OF FLORIDA COUNTY OF MONROE IMPROVEMENT REVENUE BOND, SERIES 1981 KNOW ALL MEN BY THESE PRESENTS, that Monroe County, Florida (hereinafter called "County"), for value received, hereby promises to pay to the bearer hereof, or, if this Bond be registered, to the registered holder, as herein provided, on the 1 st day of -' from the revenues hereinafter mentioned the principal sum of THOUSAND DOLLARS with interest thereon at the rate of per centum per annum ____%) until payment of the principal sum, such interest to the maturity hereof being payable semiannually 1 of each year upon the presen- on 1 and t a tion and surrender of the annexed coupons as they severally f all due. Both principal of and interest on this Bond are payable in lawful money of the United States of America at the This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $2,000,000 of like date, tenor and _effect, except as to number, denomination, maturity and interest rate, issued to finance the cost of the acquisition and construc- tion of certain capital improvements within Monroe County, Florida, pursuant to the authority of and in full compliance with the Consti tution and Statutes of the State of Florida, includ ing par tic u 1 a r 1 y Ch. 12 5, F 1 a. S t a to ( 1 979), Or din a n c e No. 0 f the County, and other applicable provisions of law, and a resolu- t ion duly adopted by the Board of County Commissioners of the County on 1981 (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 pr ior 1 ien upon and pl edge -10- . - of the racetrack funds and jai alai fronton funds (hereinafter called "Racetrack Funds") accruing annually to Monroe County, Florida, pursuant to Ch. 550 and 551, Fla. Stat., and allocated to the Board pursuant to Ch. 19260, Laws of Fla. (1939), together with the earnings on money held in the Si nking Fund and Re serve Account established in the Resolution (hereinafter collectively called "Pledged Funds"). [Insert Redemption Provisions] Notice of such redemption shall be given in the manner required by the Resolution. The County has full power and authori ty to irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the Bonds of this issue. The pledge of such Pledged Funds in the manner provided herein shall not be subject to repeal, modification or impairment by any subsequent resolu- tion or other proceedings of the County or by any subsequent act of the Legislature of Florida, unless the Board or Legislature makes immediately available to the County such additional or supplemental funds which shall be sufficient to retire the Bonds and the interest thereon in accordance with their terms. Ne i ther this Bond nor the coupons appertaining thereto -shall constitute a general indebtedness of the County within the meaning of any constitutional or statutory provision or limita- t ion, and neither the fai th nor credi t of the Board is pledged for their payment. It is expressly agreed by the holder of this Bond and the coupons appertaining thereto that such holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the County for the payment of the prin- e ipal of or interest on this Bond or the making of any sinking fund, reserve or other payments provided for in the Resolution. This Bond and the indebtedness evidenced thereby shall not constitute a lien upon any property owned by or within the terri- torial jurisdiction of the County, except the Pledged Funds in the manner above recited. -11- . , . It is hereby certified and recited that all acts, con- d i tions and things required to exist, to happen, and to be per- f ormed precedent to and in the issuance of this Bond, exist, have happened, and have been performed in regul ar and due form, time and manner as required by the Consti tution and laws of the State of Florida appl icable thereto; that the issuance of this Bond, and of the issue of Bonds of which this Bond is one, does not violate any constitutional or statutory limitations or provisions; and that the issuance of this Bond, and of the issue of Bonds of which this Bond is one, has been approved under the provisions of Ch. 80-98, Laws of Florida. This Bond and the coupons appertaining thereto are and have all the qual i ties and incidents of a negotiable instrument under the laws of the State of Florida. This Bond may be registered as to principal only in accordance with the provisions endorsed hereon. IN WITNESS WHEREOF, Monroe County, Florida, has issued this Bond and has caused the same to be signed by the manual or facsimile signature of its Chairman and attested and counter- signed by the manual or facsimile signature of its Cler%, and its corporate seal or a facsimile thereof to be affixed, impressed, _impr inted, 1 i thographed or reproduced hereon, and the interest coupons hereto attached to be executed with the facsimile signa- tures of such officers, all as of I, 1981. ( SEAL) ATTESTED AND COUNTERSIGNED: Clerk MONROE COUNTY, FLORIDA Chairman -12- .. FORM OF COUPON No. $ Unless the Bond to which this coupon is attached is callable and shall have been previously duly called for prior redemption and payment thereof duly made or provided for, on the 1st day of , ____, Monroe County, Florida, will pay to the bearer at , solely from the spe- cial funds described in the Bond to which this coupon is attached, the amount shown hereon in lawful money of the United States of America, upon presentation and surrender of this coupon, being interest then due on its Improvement Revenue Bond, Series 1981, dated 1, 1981, No. MONROE COUNTY, FLORIDA ( SEAL) Chairman ATTESTED AND COUNTERSIGNED: Clerk VALIDATION CERTIFICATE This Bond is one of a series of Bonds which were vali- dated by judgment of the Circuit Court for Monroe County, Florida, rendered on , 1981. Chai rman PROVISION FOR REGISTRATION This Bond may be registered in the name of the holder on the books to be kept by the Clerk of the Board, as Registrar, or such other Registrar as may hereafter be duly appointed, as to principal only, such registration being noted hereon by such Registrar in the registration blank below, after which no transfer shall be valid unless made on such books by the registered holder or attorney duly authorized and similarly noted -13- . 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 as before. The registration of this Bond as to principal shall not restrain the negotiability of the coupons by delivery. DATE OF REGISTRATION IN WHOSE NAME REGISTERED SIGNATURE OF REGISTRAR -14- .. . ARTICLE III SECURITY FOP BONDS; BONDS NOT GENERAL DEBT OF COUNTY; CONSTRUCTION TRUST FUND SECTION 3.01 SECURITY FOR BONDS. The principal of and interest on the Bonds shall be secured forthwi th equally and ratably by a prior lien upon and a pledge of the Pledged Funds as herein defined. The Board hereby irrevocably pledges such funds to the payment of the principal of and interest on the Bonds. SECTION 3.02 BONDS NOT GENERAL DEBT OF COUNTY. Neither t he Bonds nor coupons appertaining thereto shall consti tute a general indebtedness of the County wi thin the meaning of any constitutional or statutory provision or limitation, and neither the faith nor credit of the County shall be pledged for their payment. No Ho Ider of any Bond or of any coupons appertaining thereto shall ever have the right to require or compel the exer- cise of the ad valorem taxing power of the County for the payment of the principal of or interest on the Bonds or the making of any sinking fund, reserve or other payments provided for herein. The Bonds and the indebtedness evidenced thereby shall not constitute a l'ien upon any property owned by or wi thin the territorial jurisdiction of the County, except the Pledged Funds in the manner herein provided. SECTION 3.03 CONSTRUCTION TRUST FUND. Th e proceeds derived from the sale of the Bonds shall be applied as follows: A. An amount equal to interest accrued on the Bonds and, at the option of the Board, interest to accrue on the Bonds for up to one year after their issuance, shall be deposited into the Sinking Fund, B. An amount not exceeding the Maximum Bond Service Requirement may be deposited into the Reserve Account, and C. The balance shall be deposited into a trust fund which is hereby created and established and designated as the "Construction Trust Fund." The Construction Trust Fund shall be deposited and maintained with any banking institution in the State of Florida approved as a depositary and subsequently designated ~15... . ~ by the Board. Th e money there in shall be used only for the payment of the cost of the Project, but, pending such appl ica- tion, may be invested in Authorized Investments maturing no later than on the dates that the money in such Fund will be needed for its intended purposes. Any balance of unexpended money in the Construction Trust Fund after the completion of the Project shall be deposited into the Si nking Fund, herein establ ished. Any withdrawals from the Construction Trust Fund may be made only when authorized in writing by the Clerk of the Board or his designee. Interest income received by the County from such investments may be retained in the Construction Trust Fund or deposited into the Sinking Fund. -16- . ~ ARTICLE IV COVENANTS OF THE BOARD; RIGHTS OF BONDHOLDERS; REFUNDING OBLIGATIONS SECTION 4.01 COVENANTS OF THE BOARD. For as long as any of the principal of and interest on any of the Bonds shall be outstanding and unpaid or until there shall have been set apart in the Sinking Fund, including the various accounts therein, herein established, a sum sufficient to pay when due the entire principal of the Bonds remaining unpaid, together with interest accrued or to accrue thereon, the Board covenants with the Holders of each and all of the Bonds as follows: A. SINKING FUND. The Racetrack Funds shall be depo- sited as received by the Board into a special fund, hereby created and designated "Monroe County Improvement Revenue Bonds, Se ries 1981, Si nking Fund" (hereinafter called "Si nking Fund"). All money in the Sinking Fund shall be held in trust in a deposi- tory bank to be subsequently designated by the Board and appl ied as hereinafter provided. B. FLOW OF FUNDS. All money at any time rema ining on d eposi t in the Sinking Fund shall be appl ied annually in the following manner and order of priority for the following purposes: (1) First, for the payment of principal and interest and handling charges thereon becoming due and payable on the Bonds during the current Bond Year, and for deposit into a Bond Amortization Account in the Sinking Fund, which Account is hereby created and established, of Amortization Installments, if any, and handling charges thereon becoming due and payable on the Term Bonds during the current Bond Year. (2) Second, for the establishment and maintenance of a Reserve Account in the Sinking Fund, which Account is hereby created and established, in an amount equal to the Maximum Bond Service Requirement, after taking into account the amount, if any, deposited therein from the proceeds of the sale of the -17- . . , Bonds. (3) ~ Thereafter, the balance on hand in the Sinking Fund may be used by the Board for any lawful purpose. (4) The money in the Reserve Account shall be u sed for the payments provided for in paragraph (1) above whe- never the other money in the Sinking Fund is insufficient there- for, and any withdrawals from such Reserve Account shall be restored from the first money available therefor in the Sinking Fund after the required payments under paragraph (1) above have been made or provided for. (5) The Board shall not be required to make any further payments into the Si nking Fund, includ ing the various accounts therein, when the aggregate amount of funds therein is at least equal to the aggregate Bond Service Requirement then due and thereafter to become due on the Bonds then outstanding, the amount of redemption premium, if any, then due and thereafter to become due by operation of the Bond Amortiza tion Account, and handling charges on the Bonds. ( 6) Th e Si nking Fund, includ ing the var ious accounts therein, shall constitute trust funds for the purposes provided herein for such funds. All such funds shall be con- _t inuously secured in the same manner as County deposits are required to be secured by the laws of the State of Florida. Money in the Reserve Account may be invested and reinvested in Authorized Investments maturing no later than the final maturity on the Bonds or must otherwise be maintained in cash. Money in the Sinking Fund, other than the Reserve Account, may be invested in Authorized Investments maturing at such time or times as necessary to meet the requirements of such Fund. Any and all income received by the Board from such investments shall be depo- sited into the Sinking Fund. C. OPERATION OF BOND AMORTIZATION ACCOUNT. held for the credit of the Bond Amortization Account applied to the retirement of Term Bonds as follows: Money shall be -18- . (1) Subject to the provisions of paragraph (3) below, the Board shall endeavor to purchase Te rm Bonds then outstanding at the most advantageous price obtainable with reaso- n able d il igence, such pr ice not to exceed the pr inc ipal of such Term Bonds and the redemption premium which would be appl icable if the money applied to such purchase was otherwise appl ied to the redemption of Term Bonds under paragraphs (2) or (3) below. The Board shall pay the interest accrued on such Te rm Bonds to the date of delivery thereof from the Sinking Fund and the purchase price from the Bond Amortization Account, but no such purchase shall be made by the Board wi thin the period of forty- five days immediately preceding any interest payment date on which such Term Bonds are subject to call for redemption, except f rom money in excess of the amounts set as ide or depos i ted for the redemption of Term Bonds. (2) Subject to the provisions of paragraph (3) below, the Board shall call for redemption on each interest payment date on which Term Bonds are subject to redemption from money in the Bond Amortization Account, such amount of Term Bonds then subject to redemption as will exhaust the money then held in the Bond Amortization Account as nea~ly as may be practicable. _Prior to calling Term Bonds for redemption, the Board shall withdraw from the Sinking Fund and set aside in separate accounts or deposit with the paying agent the respective amounts required for paying the interest on the Term Bonds so called for redemp- t ion. (3) Money in the Bond Amortiza tion Account shall be applied by the Board in each Bond Year to the retirement of Term Bonds then outstanding in the following order: ( a) The Term Bonds to the extent of the Amortization Installment, if any, for such Bond Year for the Term Bonds then outstanding; provided, however, that if the Term Bonds s hall not then be subject to redemption from money in the Bond Amortization Account, and if the Board shall at any time be -19- . . unable to exhaust the money appl icable to the Te rm Bonds under the provisions of this clause in the purchase of such Term Bonds under the provisions of paragraph (1) above, such money or the balance of such money, as the case may be, shall be retained in the Bond Amortization Account and, as soon as it is feasible, applied to the retirement of Term Bonds; and ( b) Any balance then rema ining, other than money retained under the first clause of this paragraph, shall be appl ied to the retirement of such Term Bonds as the Board in its sole discretion shall determine, but only, in the case of the redemption of Term Bonds, in such amounts and on such terms as may be provided in this resolution. The Board shall pay from the Sinking Fund all ex- penses in connection with any such purchase or redemption. D. ADDITIONAL OBLIGATIONS. The County will not issue -a ny other obI igations, except upon the condi tions and in the manner provided herein, payable from the Pledged Funds, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or any:other charge having priority to or being on a parity with the lien of the Holders of the Bonds upon the Pledged Funds, or any part thereof. Any other obligations _i ssued by the Board, in addi tion to the Bonds author ized by this resolution or additional parity obligations provided for in Subsection E below, shall contain an express statement that such obligations are junior and subordinate in all respects to the Bonds issued pursuant to this resolution as to lien on and source and security for payment from the Pledged Funds. E. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No addi- t ional parity obligations shall be issued after the issuance of any Bonds, except under the following conditions and in the same manner herein provided: (I) There shall have been obtained and filed wi th the Board a certificate of an independent certified public accountant of suitable experience and responsibility: (a) -20- . stating that he had audited the books and records of the Board relating to the collection and receipt of the Racetrack Funds; (b) setting forth the amount of Racetrack Funds received by the Board for the two fiscal years immediately preceding the date of delivery of such additional parity obligations with respect to which such certificate is made; and (c) stating that the average annual Racetrack Funds for such two preceding fiscal years is at least equal to the sum of 1.25 times the Maximum Bond Service Requirement to become due in any ensuing Bond Year on the Bonds then outstanding and the additional parity obligations proposed to be issued. (2) The County is not in defaul t under any of the covenants, terms or provisions in this resolution, and all payments required by this resolution to be made into the funds and accounts established hereunder shall have been made to the full extent required. F. REMEDIES. Any Holder of Bonds, or of any coupons appertaining thereto, issued under the provisions of this resolu- -- t ion, may ei ther by sui t, action, mandamus or other proceedings in any court of competent jur isd iction, protect and enforce any and all rights under the laws of the State of Florida or granted _and contained in the Act and this resolution, and may enforce and compel the payment of all sums and the performance of all duties required by this resolution or by any appl icable statutes to be performed by the Board, or by an officer thereof, including, but not being I imi ted to, the appl ication and distribution of the Pledged Funds in the manner provided in this resolution. G. BOOKS AND RECORDS. The Board shall keep books and records of the receipt of all Pledged Funds received by it, wh ich such books and records shall be kept separate and apart from all other books, records and accounts of the Board, and any Holder shall have the righ t at all reasonable times to inspect the same. H. ANNUAL AUDIT. The Board shall, at least once a - 21- - year, cause the books, records and accounts relating to the Pledged Funds to be properly audited by the State Auditor General or by an independent firm of certified public accountants. I. NO IMPAIRMENT OF CONTRACT. The County has full power and authori ty to irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the Bonds. The p ledge of the PI edged Funds in the manner provided herein shall not be subject to repeal, modification or impairment by any sub- sequent resolution or other proceedings of the County or by any subsequent act of the Legislature of Florida, unless the Board or Legislature makes immediately available to the County additional or supplemental funds which shall be sufficient to retire the Bonds and the interest thereon in accordance wi th their terms. The Board shall take all actions and pursue such legal remedies which may be available to it either in law or in equity to pre- vent or cure any default or impairment within the meaning of this Subsection I. J. FUNDS AND ACCOUNTS. The designation and establish- ment of the various funds and accounts in and by this resolution shall not be construed to require the establishment of any completely independent, self-balancing funds as such term is com- ...roonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets of the County for certain purposes and to establish certain priorities for application of such revenues and assets as h ere in provided. K. ARBITRAGE. No use wi 11 be made of the proceeds 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. The County, at all times while the Bonds and interest thereon are outstanding, will comply wi th the requirements of Section 103(c) of the Internal Revenue Code of 1954 and any valid and applicable rules and regulations promulgated thereunder. -22.... . 4.02 RIGHTS OF BONDHOLDERS. The Holders of the Bonds shall have no responsibility for the application and use of the proceeds received from the sale thereof, and the application and use of such proceeds by the Board shall in no way affect the rights of the Bondholders. The Board shall be irrevocably obli- gated, upon receipt thereof, to use the Pledged Funds pledged hereunder to pay the principal of and interest on the Bonds and to make all reserve and other payments provided for herein, not- withstanding any failure of the Board to apply such Bond proceeds in the manner provided herein. 4.03 REFUNDING OBLIGATIONS. All of the Bonds origi- nally issued pursuant to this resolution, then outstanding, may be refunded as a whole or in part and the I ien on the Pledged Funds pledged hereunder for the refunded obligations shall be fully preserved for the refunding obligations to the extent per- mitted by applicable law. The holders of any refunding obligations issued pursuant to the provisions of this section shall have and be entitled to the same lien on the Pledged Funds pledged hereunder and all rights, privileges and remedies which are granted to and vested by this resolution or any resolution supplemental thereto in the _Holders of the Bonds so refunded, to the same extent and as fully as if such refunding obligations constituted the Bonds refunded. All of the covenants, agreements and provisions in this resolution shall refer to and apply fully to any refunding obligations issued hereunder. 4.04 DEFEASANCE. If, at any time, the Board shall have paid, or shall have made provision for payment of, the principal, interest and redempt ion premi urns, if any, wi th 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, depos- it of obligations of the United States of America or bank cer- t ificates of deposit fully secured as to principal and interest - 23- . .. by obligations of the United States of America in irrevocable t rust wi th a banking insti tution or trust company, for the sole benefit of the Bondholders, in respect to which such obligations of the United States of America or certificates of deposit, the principal and interest received will be sufficient to make timely payment of the principal, interest, and redemption premiums, if any, on the outstanding Bonds, shall be considered "provision for payment." Nothing herein shall be deemed to require the Board to call any of the outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provi- s ions, or to impair the discretion of the Board in determining whether to exercise any such option for early redemption. -24- .~ " ARTICLE V MISCELLANEOUS PROVISIONS SECTION 5.01 MODIFICATION OR AMENDMENT. No mater ial modification or amendment of this resolution or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the holders of two-thirds or more in prin- e ipal amount of the Bonds then ou tstand ing; provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds, or a reduction in the rate of interest thereon or in the amount of the principal obligation, or affect the unconditional promise of the Board to collect the Pledged Funds, as herein provided, or to pay the principal of and interest on the Bonds as the same shall become due from such Pledged Funds, or reduce such percentage of holders of such Bonds, required above, for such modification or amendments, without the consent of the holders of all of such Bonds. SECTION 5.02 SEVERABI LITY. If anyone or more of the covenants, agreements or provisions of this resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held -invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the rema ining covenants, agreements or provisions, and in no way affect the validity of all the other provisions of this resolution or of the Bonds or coupons issued thereunder. SECTION 5.03 VALIDATION AUTHORIZED. The attorney for the County is hereby authorized and directed to institute appropriate proceedings in the Circuit Court for Honroe County, Florida, for the validation of the Bonds. SECTION 5.04 SALE OF BONDS. The Bonds shall be issued and sold at one time or in installments from time to time at such price or prices consistent with the Act as the Board shall hereafter determine by resolution. -25- ",..".. Passed and adopted by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 27th day of January, A.D. 1981. (Seal) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, 'FLORIDA Attest :.--____ C)" ) , -~/ /~'~ /' , -- /' , / '_. . . j/_ i .' -..... ~- '-.' ./. 0-- /:'/ ./:.'----7/ --~", ( _,{'/ /t.--/ LL---~ '. ...-/. . er -26-