Resolution 061-1991
..
RESOLUTION NO.
061 - 1991
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA,
PROVIDING FOR THE ADVANCE REFUNDING OF THE
OUTSTANDING REFUNDING IMPROVEMENT BONDS,
SERIES 1985, OF THE MONROE COUNTY MUNICIPAL
SERVICE DISTRICT; AUTHORIZING THE ISSUANCE OF
NOT EXCEEDING $11,000,000 REFUNDING
IMPROVEMENT BONDS, SERIES 1991, TO FINANCE THE
COST THEREOF, PROVIDING FOR THE PAYMENT OF THE
BONDS FROM SPECIAL ASSESSMENTS LEVIED AGAINST
BENEFITED PROPERTY IN THE COUNTY AND CERTAIN
OTHER FUNDS OF THE DISTRICT; MAKING CERTAIN
COVENANTS AND AGREEMENTS IN CONNECTION
THEREWITH; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, acting as the governing body of the
Monroe County Municipal Service District, as follows:
ARTICLE I
AUTHORITY, DEFINITIONS AND FINDINGS
SECTION 1.01 AUTHORITY FOR THIS RESOLUTION. This
Resolution is adopted pursuant to Chapter 125, Florida Statutes,
Chapter 8, Articles I, II and III of the Monroe County Code, and
other applicable provisions of law.
SECTION 1.02 DEFINITIONS. Unless the context otherwise
requires, the terms defined in this Section shall have the
meanings specified in this Section. Words importing singular
number shall include the plural number in each case and vice
versa, and words importing persons shall include firms and
corporations.
"Accountant"
accountant or firm of
employed by the Issuer
perform and carry out
this Resolution.
shall mean the independent certified public
certified public accountants at the time
under the provisions of this Resolution to
the duties imposed on the Accountant by
"Act" shall mean Chapter 125, Florida Statutes, Chapter
8, Articles I, II and III of the Monroe County Code, and other
applicable provisions of law.
"Additional parity Bonds" shall mean additional
obligations of the Issuer which have an equal lien on the Pledged
Funds and rank equally in all respects with the Bonds initially
issued hereunder.
"Amortization Installment" with respect to any Current
Interest Paying Bonds of a series, shall mean an amount so
designated which is established for the Current Interest Paying
Term Bonds of such series, provided that (1) each such
installment shall be deemed to be due on such interest or
principal maturity date of each applicable year as is fixed by
subsequent resolution of the Board, and (2) the aggregate of such
installments for such series shall equal the aggregate principal
amount of Current Interest paying Term Bonds of such series
authenticated and delivered on original issuance; and with
respect to any Term Bonds of a series issued as Capital
Appreciation Bonds, shall mean the Compounded Amounts so
designated by subsequent resolution of the Board, provided that
each such installment shall be deemed to be due on such date of
each applicable year as is fixed by subsequent resolution of the
Board.
"Assessments" shall mean special assessments levied
annually against real property within the area of the Issuer
specially benefited by the Facilities and the furnishing of solid
waste collection services within the area of the Issuer,
including the interest on such special assessments.
"Authorized Investments" shall mean the following, if
and to the extent the same are permitted investments for special
district funds, as specified in Section 218.345, Florida
statutes, or any successor provision:
(1) Government Obligations which are held in a custody
or trust account by a bank or savings and loan association which
is either (a) a "qualified public depository" under the laws of
the state of Florida or (b) has capital, surplus and undivided
profits of not less than $50,000,000, and which is a member of
the Federal Deposit Insurance Corporation ("FDIC");
(2) bonds, debentures, notes or other evidences of
indebtedness issued by any of the following agencies or such
other like governmental or government-sponsored agencies
subsequently created, so long as such agencies are owned or
sponsored by the United States of America: Federal Home Loan
Bank System, Government National Mortgage Association, Student
Loan Marketing Association and Federal Home Loan Mortgage
Corporation;
(3) interest bearing time deposits or savings accounts
in any commercial bank or savings and loan association which is a
member of FDIC and is a "qualified public depository" under the
laws of the state of Florida;
(4) repurchase agreements or investment contracts with
any bank, trust company (including any trustee acting on behalf
of the Issuer) or savings and loan association which is a member
of FDIC and is a "qualified public depository" under the laws of
the State of Florida; or with any broker or dealer registered
with the Securities Exchange Commission and subject to Securities
Investors' Protection Corporation liquidation in the event of
insolvency; in any case having short term debt rated in either of
the 2 highest categories by Standard & Poor's Corporation, New
York, New York ("S&P"), or Moody's Investors Service, New York,
New York ("Moody's); provided, that (a) to the extent not insured
by FDIC, the repurchase or investment agreements are secured by
those securities described in paragraphs (1) or (2) above having
at all times a fair market value or at least 100% of the value
(principal plus accrued interest) of such agreement or contract;
(b) the Issuer (or any trustee acting on its behalf) has a
perfected first security interest in such securities described in
paragraphs (1) or (2) above; and (c) such securities described in
paragraphs (1) or (2) above are owned by the pledgor free and
clear of any kind of liens or security interests other than that
of the Issuer (or any trustee acting on its behalf); the security
for any repurchase agreements and investment contracts being (A)
in the case of Government Obligations which can be pledged by
book entry notation under regulations of the United States
Treasury, appropriately entered on the records of a Federal
Reserve Bank, or (B) in the case of other investments, deposited
with the Issuer (or any trustee acting on its behalf), a Federal
Reserve Bank or a bank or trust company which is acting solely as
agent for the Issuer (or any trustee acting on its behalf), and
which has a combined net capital and surplus of at least
$25,000,000;
(5) shares or other interests in any mutual fund, trust
investment company or similar entity or portfolio which invests
solely in securities described in paragraphs (1), (2) or (3)
above, or any combination thereof; or
(6) the Local Government Surplus Funds Trust Fund as
described in Section 218.405, Florida Statutes.
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"Board" shall mean the Board of County Commissioners of
Monroe County, Florida, the governing body of the Issuer.
"Bond Insurance Policy" shall mean the municipal bond
insurance policy issued by the Bond Insurer insuring the payment
when due of the principal of and interest on the Bonds, as
provided in this Resolution.
"Bond Insurer" shall mean the municipal bond insurance
company selected by the Issuer prior to the issuance of the
Bonds, guaranteeing the timely payment of principal of and
interest on the Bonds.
"Bond Registrar" shall mean the officer of the Issuer or
such bank or trust company, located within or without the state
of Florida, who or which shall maintain the registration books of
the Issuer and be responsible for the transfer and exchange of
the Bonds, and who or which also may be the paying agent for the
Bonds and interest thereon.
"Bond Year" shall mean Fiscal Year.
"Bondholders" or "Holder of
shall mean any person who shall be
such Bond or Bonds.
Bonds" or any similar term
the Registered Owner of any
"Bonds" shall mean the
Series 1991, herein authorized to
Additional parity Bonds.
Refunding Improvement Bonds,
be issued, together with any
"Capital Appreciation Bonds" shall mean Bonds, the
interest on which (1) shall be compounded periodically, (2) shall
be payable at maturity or redemption prior to maturity and (3)
shall be determined by reference to the Compounded Amounts.
"Compounded Amounts" with respect to any Capital
Appreciation Bonds, shall mean the amounts so designated in a
subsequent resolution of the Board, representing principal and
interest accrued on such Capital Appreciation Bonds.
"Consulting Engineers" shall mean such
recognized independent consulting engineers as
Section 5.13 of this Resolution.
qualified and
described in
"Cost of Operation and Maintenance" of the Facilities
shall mean the current expenses, paid or accrued, of operation,
maintenance and repair of the Facilities, and/or the payments
made by the Issuer in accordance with an Operation and
Maintenance Contract, as the case may be, as calculated in
accordance with generally accepted accounting practice, including
payments made by the Issuer to franchisee solid waste collectors
and the routine cost of capping and/or lining landfills as
required by federal and/or state law, 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 Issuer for such purposes.
"Current Interest paying Bonds" shall mean the Bonds,
the interest on which shall be payable on a semiannual basis.
"Debt Service Requirement" for any Bond Year, as applied
to the Bonds, shall mean the sum of:
(1) The amount required to pay the interest becoming
due on the Current Interest Paying Bonds in such Bond Year,
except to the extent that such interest shall have been provided
by payments into the Sinking Fund out of Bond proceeds for a
specified period of time.
(2) The aggregate amount required to pay the principal
becoming due on Current Interest paying Bonds in such Bond Year.
For purposes of this definition, the stated maturity date of any
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3247/MON60003/AAO
Current Interest paying Term Bonds shall be disregarded and the
Amortization Installments applicable to such Current Interest
Paying Term Bonds in such Bond Year shall be deemed to mature in
such Bond Year.
(3) The aggregate amount required to pay the Compounded
&~ounts due on any capital Appreciation Bonds maturing in such
Bond Year. For purposes of this definition, the stated maturity
date of any Capital Appreciation Term Bonds shall be disregarded
and the Amortization Installments applicable to such Capital
Appreciation Term Bonds in such year shall be deemed to mature in
such year.
"Escrow Deposit Agreement" shall mean that certain
Escrow Deposit Agreement by and between the Issuer and a bank or
trust company which may be selected and named by the Issuer prior
to the delivery of the Bonds, which agreement may be in
substantially such form as may be determined by subsequent
resolution of the Board.
"Escrow Investments" shall mean direct obligations of,
or obligations the principal of and the interest on which are
unconditionally guaranteed by, the United states of America, none
of which permit redemption prior to maturity at the option of the
obligor.
"Facilities" shall mean the solid waste disposal
facilities owned and operated by or on behalf of the Issuer for
the disposal of solid waste collected within the area of the
Issuer.
"Federal Securities" shall mean, collectively, (1) U.S.
Government Obligations; (2) bank certificates of deposit fully
secured as to principal and interest by the obligations described
in (1); (3) certificates evidencing ownership of portions of such
obligations described in (1) held by a bank or trust company as
custodian, under which the owner of the investment is the real
party in interest and has the right to proceed directly and
independently against the obligor on the underlying obligations
if such underlying obligations are not available to satisfy any
claim against the custodian; or (4) municipal obligations that
have been advance refunded, are secured by an escrow within which
are held obligations described in (1) and have been rated in the
highest rating category by either S&P or Moody's; none of which
described in (1), (2), (3) or (4) above are subject to redemption
prior to maturity at the option of the obligor.
"Fiscal Year" shall mean the period commencing on
October 1 of each year and ending on the succeeding September 30,
or such other annual period as may be prescribed by law from time
to time for the Issuer.
"Government Obligations"
of, or obligations the principal
unconditionally guaranteed by, the
receipts, certificates or other
ownership of future principal or
obligations.
shall mean direct obligations
of and interest on which are
United states of America; or
similar documents evidencing
interest payments due on such
"Issuer" shall mean the
District, Monroe County, Florida.
Monroe County Municipal Service
"Maximum Debt Service Requirement" shall mean, as of any
particular date of calculation, the greatest amount of aggregate
annual Debt Service Requirements for all series of outstanding
Bonds for the then current or any future Bond Year.
"Net Pledged Funds" shall mean the Pledged Funds after
deduction of the Cost of Operation and Maintenance.
"Operation and Maintenance Contract" shall mean the
Operations and Maintenance Agreement between the Issuer and WMF,
dated August 1, 1990, or any other similar contract between the
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3247/MON60003/AAO
Issuer and another Operator with respect to operation and
maintenance of the Facilities.
"Operator" shall mean Waste Management, Inc. of Florida,
its successors or assignees (collectively, "WMF"), or any other
person or entity which contracts with the Issuer for removal by
such person or entity, of solid waste collected within the area
of the Issuer.
"Pledged Funds" shall mean, collectively, the
Assessments; any payments received from franchised solid waste
collectors with respect to commercial property within the area of
the Issuer; all other non ad valorem funds received by the Issuer
with respect to the furnishing of the services of the Facilities
to the residents of the Issuer, excluding any state or federal
funds received from time to time by the Issuer; and any income
derived from the investment of funds and accounts created and
established by this Resolution.
"Record Date" shall mean the 15th day of the month
immediately preceding any interest payment date for the Bonds.
"Refunded Bonds" shall mean the Issuer's outstanding
Refunding Improvement Bonds, Series 1985, dated December 1, 1985.
"Refunded Bonds Resolution" shall mean Resolution No.
341-1985 of the Board, as amended and supplemented, which
authorized the issuance of the Refunded Bonds.
"Registered Owner" shall mean the owner of any Bond or
Bonds as shown on the registration books of the Issuer maintained
by the Bond Registrar.
"Reserve Account Requirement" shall mean the lesser of
(1) Maximum Debt Service Requirement, (2) 125% of the average
Debt Service Requirement, or (3) an amount equal to 10% of the
proceeds of the sale of the Bonds as set forth in Section
148(d)(2) of the Internal Revenue Code of 1986, as amended
(collectively, the "Code").
"Resolution" shall mean, collectively, this Resolution
and all resolutions amendatory hereof or supplemental hereto.
"Serial Bonds" shall mean the Bonds which shall be
stated to mature in semiannual or annual installments.
"Term Bonds" shall mean the
to mature on one date and which
redemption by operation of the
otherwise designated as such by
prior to the delivery thereof.
Bonds which shall be stated
shall be subject to mandatory
Bond Amortization Account or
resolution of the Board adopted
SECTION 1.03 FINDINGS.
determined and declared that:
It is hereby ascertained,
A. The Issuer deems it necessary and in its best
interest to provide for the refunding of the Refunded Bonds, and
the redemption of the outstanding principal balance or accreted
value, as applicable, of the Refunded Bonds on the next date or
dates at which the Refunded Bonds may be redeemed at a premium of
3% or less, through the issuance of the Bonds herein authorized.
The refunding program herein described will be advantageous to
the Issuer by achieving an annual reduction in debt service which
would have been due on the Refunded Bonds.
B. Section 1 of Resolution No. 342-1985 of the Board,
which specified the remaining fiscal details of the Refunded
Bonds, provides for the optional redemption of the Refunded Bonds
and reads in part as follows:
"The current interest paying Bonds or portions thereof,
maturing in the year 1994 and thereafter shall, at the option of
the Issuer, be redeemable prior to their stated dates of
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maturity, other than by operation of the Bond Amortization Fund,
in whole at any time on or after October 1, 1993, or in part, in
inverse order of maturity and by lot within a single maturity, on
October 1, 1993, or on any interest payment date thereafter, at a
price of par and accrued interest, plus the following premiums
expressed as percentages of the principal amount thereof, if
redeemed at the following times:
Redemption Period
(both dates inclusive)
October 1, 1993, through September 30, 1994
October 1, 1994, through September 30, 1995
October 1, 1995, through september 30, 1996
October 1, 1996, through September 30, 1997
October 1, 1997, and thereafter
Redemption Premium
2%
1 1/2
1
1/2
o
The capital appreciation Bonds or portions thereof
maturing in the year 1996 and thereafter shall, at the option of
the Issuer, be redeemable prior to their stated dates of
maturity, in whole at any time on or after October 1, 1995, or in
part, in inverse order of maturity and by lot within a single
maturity, on October 1, 1995, or on any April 1 or October 1
thereafter, at a price of the accreted value thereof on the
applicable redemption date, plus the following premiums expressed
as percentages of the accreted value thereof on such redemption
date, if redeemed at the following times:
Redemption Period Redemption Premium
(both dates inclusive)
October 1, 1995, through September 30, 1996 5%
October 1, 1996, through September 30, 1997 4
October 1 , 1997, through September 30, 1998 3
October 1, 1998, through September 30, 1999 2
October 1, 1999, through September 30, 2000 1
October 1, 2000, and thereafter 0"
c. Section 12 of the Refunded Bonds Resolution reads in
part as follows:
"At least 30 days prior to the redemption date, notice
of such redemption shall be filed with the paying agent and shall
be mailed, postage prepaid, to all Holders of Bonds to be
redeemed at their addresses as they appear on the registration
books maintained by the Bond Registrar. Interest shall cease to
accrue on any Bond duly called for prior redemption, on the
redemption date, if payment thereof has been duly provided. The
privilege of transfer or exchange of any of the Bonds shall be
suspended for a 15 day period preceding the mailing of the notice
of redemption."
D. The funds needed for the refunding as above
described shall be derived from the sale of the Bonds herein
authorized, and, if necessary, other legally available funds of
the Issuer. An amount which, together with any income on the
investment thereof, will be sufficient to effect the refunding of
the Refunded Bonds, will be deposited in an irrevocable escrow
account established for the holders of such Refunded Bonds and
invested in Escrow Investments. The principal amounts of such
Escrow Investments, together with the interest earnings thereon,
plus any amounts held in cash, will be sufficient to make timely
payments of all presently outstanding principal, interest and
redemption premium to be paid from such escrow account in respect
to such Refunded Bonds, and all costs associated with the
acquisition and subsequent management of such Escrow Investments.
E. The Pledged Funds are not now pledged or encumbered
in any manner except to the payment of the Refunded Bonds.
F. The principal of and
required sinking fund, reserve
interest on the Bonds and all
and other payments shall be
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payable solely from the Pledged Funds as herein provided.
Neither the Issuer nor the state of Florida or any political
subdivision thereof or governmental authority or body therein
shall ever be required to levy ad valorem taxes to pay the
principal of and interest on the Bonds or to make any of the
required sinking fund, reserve or other payments required by this
Resolution or the Bonds; and such Bonds shall not constitute a
lien upon any property owned by or situated within the
territorial limits of the Issuer, except as provided herein with
respect to the Pledged Funds.
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
Resolution.
SECTION 1.04 RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the acceptance of the Bonds authorized to be
issued hereunder by those who shall hold the same from time to
time, this Resolution shall be deemed to be and shall constitute
a contract between the Issuer and such Bondholders. The
covenants and agreements herein set forth to be performed by the
Issuer shall be for the equal benefit, protection and security of
(a) the legal Holders of any and all of such Bonds, all of which
shall be of equal rank and without preference, priority or
distinction of any of the Bonds over any other thereof, except as
expressly provided therein and herein, and (b) the Bond Insurer
(if the outstanding Bonds are then covered by a Bond Insurance
Policy).
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ARTICLE II
AUTHORIZATION OF REFUNDING, AND OF ISSUANCE
OF BONDS; DESCRIPTION, DETAILS AND FORM OF BONDS
SECTION 2.01 AUTHORIZATION OF REFUNDING. The refunding
of the Refunded Bonds is hereby authorized by this Resolution.
The cost of the refunding may include, but need not be limited
to, legal and financing expenses; expenses for estimates of costs
and of revenues; fees of consultants; administrative expenses;
premiums for municipal bond insurance policies; the creation and
establishment of reasonable reserves for debt service; the
discount on the sale of the Bonds; and such other costs and
expenses as may be necessary or incidental to the financing
herein authorized.
SECTION 2.02 AUTHORIZATION OF BONDS. Subject to the
provisions of this Resolution, obligations of the Issuer to be
known as "Refunding Improvement Bonds, Series 1991," in the
aggregate principal amount of not exceeding $11,000,000, are
hereby authorized to be issued to finance the cost of refunding
the Refunded Bonds.
SECTION 2.03 DESCRIPTION OF BONDS. The Bonds shall be
dated, shall be issued in such denominations, shall bear interest
at not exceeding the maximum rate authorized by applicable law,
payable at such times, and shall mature on such dates and in such
years and in such amounts; all as shall be fixed by subsequent
resolution of the Board adopted at or prior to the sale of the
Bonds to their initial purchasers.
The Bonds shall be issued in fully registered form
without coupons; shall be issued as Current Interest paying Bonds
or as Capital Appreciation Bonds, and as Serial Bonds or Term
Bonds, or a combination thereof; shall be payable with respect to
both principal and interest at such bank or banks to be
determined by the Issuer prior to the delivery of the Bonds;
shall be payable in lawful money of the United States of America;
and, in the case of Current Interest paying Bonds, shall bear
interest from their date or dates, payable by mail to the
Registered Owners at their addresses as they appear on the
registration books. If Term Bonds are issued, Amortization
Installments therefor may be fixed in the subsequent resolution
described above. If Capital Appreciation Bonds are issued,
Compounded Amounts therefor shall also be fixed in the subsequent
resolution described above.
Notwithstanding any other provisions of this Section,
the Issuer may, at its option, prior to the date of issuance of
any Bonds, elect to use an immobilization system or pure book-
entry system with respect to issuance of the Bonds, provided
adequate records will be kept with respect to the ownership of
Bonds issued in book-entry form or the beneficial ownership of
Bonds issued in the name of a nominee. Under such circumstances
the Issuer is authorized to execute and deliver any letters of
representation or completed eligibility questionnaires necessary
to qualify for the book-entry program with The Depository Trust
Company, New York, New York, or any other recognized securities
depositories. As long as any Bonds are outstanding in book-entry
form, the provisions of Sections 2.04, 2.07 and 2.08 of this
Resolution may not be applicable to such book-entry Bonds; and
the provisions of this Section 2.03 may be modified as set forth
in the resolution described in the succeeding sentence. The
details of any alternative system of Bonds issuance, as described
in this paragraph, shall be set forth in a resolution of the
Board duly adopted at or prior to the sale of any of the Bonds.
SECTION 2.04 EXECUTION OF BONDS. The Bonds shall be
executed in the name of the Issuer by the Mayor of the Board and
the corporate seal of the Issuer or a facsimile thereof shall be
affixed thereto o~ reproduced thereon and attested and
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3Z47/MON60003/AAO
countersigned by the Clerk of the Board. The authorized
signatures for such officers shall be either manual or in
facsimile. The Certificate of Authentication of the Bond
Registrar shall appear on the Bonds, and no Bond shall be valid
or obligatory for any purpose or be entitled to any security or
benefit under this Resolution unless such certificate shall have
been duly executed on such Bond. The authorized signature for
the Bond Registrar shall be either manual or in facsimile;
provided, however, that at least one of the above signatures,
including that of the authorized signature for the Bond
Registrar, appearing on the Bonds shall at all times be a manual
signature. In case anyone or more of the officers who shall
have signed or sealed any of the Bonds shall cease to be such
officer of the Issuer before the Bonds so signed and sealed shall
have been actually sold and delivered, such Bonds may
nevertheless be sold and delivered as herein provided and may be
issued as if the person who signed or sealed such Bonds had not
ceased to hold such office. Any Bonds may be signed and sealed
on behalf of the Issuer by such person as at the actual time of
the execution of such Bonds shall hold the proper office,
although at the date of such Bonds such person may not have held
such office or may not have been so authorized.
SECTION 2.05 NEGOTIABILITY. The Bonds shall be and
have all the qualities and incidents of negotiable instruments
under the laws of the state of Florida, and each successive
Holder, in accepting any of the Bonds, shall be conclusively
deemed to have agreed that such Bonds shall be and have all of
the qualities and incidents of negotiable instruments under the
laws of the State of Florida.
SECTION 2.06 REGISTRATION. The Issuer shall, prior to
the proposed date of delivery of the Bonds, by resolution of the
Board designate the Bond Registrar and, if applicable, paying
agent. The Bond Registrar shall be responsible for maintaining
the books for the registration and transfer of the Bonds and, if
a bank is so designated, in compliance with a written agreement
to be executed between the Issuer and such bank as Bond Registrar
prior to the delivery date of the Bonds.
Upon surrender to the Bond Registrar for transfer or
exchange of any Bond, duly endorsed for transfer or accompanied
by an assignment or written authorization for exchange, whichever
is applicable, duly executed by the Registered Owner or his
attorney duly authorized in writing, the Bond Registrar shall
deliver in the name of the Registered Owner or the transferee or
transferees, as the case may be, a new fully registered Bond or
Bonds of authorized denominations and of the same maturity and
interest rate and for the aggregate principal amount which the
Registered Owner is entitled to receive.
All Bonds presented for transfer, exchange, redemption
or payment (if so required by the Issuer or the Bond Registrar)
shall be accompanied by a written instrument or instruments of
transfer or authorization for exchange, in form and with guaranty
of signature satisfactory to the Issuer or the Bond Registrar,
duly executed by the Registered Owner or by his duly authorized
attorney.
The Bond Registrar or the Issuer may require payment
from the Registered Owner or transferee of a sum sufficient to
cover any tax, fee or other governmental charge that may be
imposed in connection with any exchange or transfer of the Bonds.
Such charges and expenses shall be paid before any new Bond shall
be delivered.
Interest on the Bonds shall be paid to the Registered
Owners whose names appear on the books of the Bond Registrar as
of 5:00 p.m. (eastern time) on the Record Date.
New Bonds delivered upon any transfer or exchange shall
be valid obligations of the Issuer, evidencing the same debt as
the Bonds surrendered, shall be secured by this Resolution and
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shall be entitled to all of the security and benefits hereof to
the same extent as the Bonds surrendered.
The Issuer and the Bond Registrar may treat the
Registered Owner of any Bond as the absolute owner thereof for
all purposes, whether or not such Bond shall be overdue, and
shall not be bound by any notice to the contrary.
Notwithstanding the foregoing provisions of this Section
2.06, the Issuer reserves the right, on or prior to the delivery
of the Bonds, to amend or modify the foregoing provisions
relating to registration of the Bonds in order to comply with all
applicable laws, rules, and regulations of the United States or
the state of Florida relating thereto, including, particularly,
any provision of such laws, rules and regulations as shall permit
the use of unregistered instruments and coupons. The provisions
of such instruments and coupons, if applicable, shall be set
forth in a subsequent resolution of the Issuer.
SECTION 2.07 DISPOSITION OF BONDS PAID OR REPLACED.
Whenever any Bond shall be delivered to the Bond Registrar for
cancellation, upon payment of the principal amount thereof, or
for replacement, transfer or exchange, such Bond shall, after
cancellation, either be retained by the Bond Registrar for a
period of time specified in writing by the Issuer, or at the
option of the Issuer, shall be destroyed by the Bond Registrar in
accordance with the laws of the State of Florida, and
counterparts of a certificate of destruction evidencing such
destruction shall be furnished to the Issuer.
SECTION 2.08 BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Bond shall become mutilated, or be destroyed,
stolen or lost, the Issuer, acting through the Bond Registrar,
may in its discretion issue and deliver a new Bond of like tenor
as the Bond so mutilated, destroyed, stolen, or lost, in exchange
and substitution for such mutilated Bond, upon surrender and
cancellation of such mutilated Bond or in lieu of and
substitution for the Bond destroyed, stolen or lost, and upon the
Registered Owner furnishing proof of his ownership and the loss
thereof (if lost, stolen or destroyed) and satisfactory indemnity
and complying with such other reasonable regulations and
conditions as the Issuer may prescribe and paying (in advance if
so required by the Issuer or the Bond Registrar) such taxes,
governmental charges, attorneys fees, printing costs, and other
expenses as the Issuer and/or the Bond Registrar may charge
and/or incur. All Bonds so surrendered shall be cancelled by the
Bond Registrar. If any such Bond shall have matured or will
mature within 45 days, instead of issuing a substitute Bond, the
Issuer may pay the same, upon being indemnified as aforesaid, and
if such Bond be lost, stolen or destroyed, without surrender
thereof.
Any such duplicate Bonds issued pursuant to this Section
shall constitute original contractual obligations on the part of
the Issuer, whether or not the lost, stolen or destroyed Bonds be
at any time found by anyone; and such duplicate Bonds shall be
entitled to equal and proportionate benefits and rights as to
lien, source and security for payment, pursuant to this
Resolution from the funds, as hereinafter pledged, to the same
extent as all other Bonds issued under this Resolution.
SECTION 2.09 PROVISIONS FOR REDEMPTION. The Bonds or
any portions thereof shall be subject to mandatory and/or
optional redemption prior to their respective stated dates of
maturity, at such times and in such manner as shall be determined
by subsequent resolution of the Board adopted on or prior to the
sale thereof.
The Issuer shall not exercise any option to call Bonds
or portions thereof for redemption prior to maturity unless all
amounts then owed under applicable reimbursement agreements or
other documents to all municipal bond insurers which have
10
3247/MON60003/AAO
provided bond reserve insurance policies for the Reserve Account,
have been paid in full.
Notice of such redemption shall, at least 30 days prior
to the redemption date, be filed with the Bond Registrar and
paying agent and be mailed, postage prepaid, by the Bond
Registrar to all Registered Owners of Bonds to be redeemed at
their addresses as they appear of record on the books of the Bond
Registrar as of 45 days prior to the date fixed for redemption;
provided, however, that failure to mail such notice of redemption
to a Registered Owner shall not render ineffective any
proceedings for redemption with respect to Bonds held by
Registered Owners to whom notice was properly mailed. Interest
shall cease to accrue on any Bond duly called for prior
redemption on the redemption date, if payment thereof has been
duly provided. The privilege of transfer or exchange of any of
the Bonds selected for redemption shall be suspended.
Furthermore, at least 2 business days in advance of
mailing the notice of redemption as specified above, the Bond
Registrar shall send such notice of redemption by certified mail,
overnight mail/delivery service or telecopy to all registered
securities depositories then in the business of holding
substantial amounts of obligations of the type comprising the
Bonds (such depositories currently The Depository Trust Company,
New York, New York; Midwest Securities Trust Company, Chicago,
Illinois; Pacific Securities Depository Trust Company, San
Francisco, California; and Philadelphia Depository Trust Company,
Philadelphia, pennsylvania); and at least 30 days prior to the
redemption date, mail such notice of redemption to one or more
national information services which disseminate notices of
redemption of obligations such as the Bonds; provided, however,
that failure to distribute such notice of redemption to such
depositories and national information services shall not render
ineffective any calling of Bonds for prior redemption.
Each notice of redemption shall state the date of
dissemination of such notice; the date of issue of the Bonds; the
redemption date; the redemption price; the place or places of
redemption (including the name and appropriate address or
addresses of the paying agent); the dates of maturity and
interest rates borne by the Bonds to be redeemed; the CUSIP
number (if any) of the maturity or maturities to be redeemed;
and, if less than all of any such maturity, the distinctive
certificate numbers of the Bonds of such maturity to be redeemed,
and, in the case of Bonds to be redeemed in part only, the
respective portions of the principal amount thereof to be
redeemed. Each such notice shall also state that on such date
there will become due and payable on each of such Bonds, the
redemption price thereof, or of such specified portion of the
principal amount thereof in the case of a Bond to be redeemed in
part only, together with interest accrued thereon to the
redemption date; and that from and after such redemption date,
interest thereon shall cease to accrue, and shall require that
such Bonds be then surrendered at the address or addresses of the
paying agent specified in the redemption notice. Failure to
include in such notice of redemption all of the information
specified in this paragraph, shall not render ineffective any
proceedings for the redemption of Bonds.
SECTION 2.10 FORM OF BONDS. The text of the Bonds,
together with the Certificate of Authentication of the Bond
Registrar, shall be substantially of the following tenor, with
such omissions, insertions and variations as may be necessary or
desirable and authorized or permitted by this Resolution or any
subsequent resolution adopted prior to the issuance thereof; or
as may be necessary if the Bonds or a portion thereof are issued
as Capital Appreciation Bonds or bear a variable rate of
interest; or as may be necessary to comply with applicable laws,
rules and regulations of the United states Government and the
state of Florida in effect upon the issuance thereof:
11
3247/MON60003/AAO
CUSIP:
No.
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
MONROE COUNTY
MONROE COUNTY MUNICIPAL SERVICE DISTRICT
REFUNDING IMPROVEMENT BOND, SERIES 1991
RATE OF INTEREST
MATURITY DATE
DATE OF ORIGINAL ISSUE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
KNOW ALL MEN BY THESE PRESENTS, that the Monroe County
Municipal Service District, Monroe County, Florida (the
"District"), for value received hereby promises to pay to the
Registered Owner designated above, or registered assigns, solely
from the special funds hereinafter mentioned, on the Maturity
Date specified above, the principal Amount shown above, upon the
presentation and surrender hereof at the corporate trust office
of , as Paying Agent and Bond
Registrar (collectively, the "Bond Registrar"), and to pay solely
from such special funds, interest hereon from the date of this
bond or from the most recent interest payment date to which
interest has been paid, whichever is applicable, until payment of
such sum, at the rate per annum set forth above, payable on
, 1991, and semiannually thereafter on 1
and 1 in each year (or if any such date is not a
business day, then on the next business day thereafter), by check
or draft mailed to the Registered Owner at his address as it
appears at 5:00 p.m. (eastern time) on the fifteenth day of the
month preceding the applicable interest payment date, on the
registration books of the District kept by the Bond Registrar.
The principal of, premium, if any, and interest on this Bond are
payable in lawful money of the United States of America.
This bond is one of an authorized issue of bonds issued
to finance the cost of refunding the District's outstanding
Refunding Improvement Bonds, Series 1985, dated December 1, 1985,
under the authority of and in full compliance with the
Constitution and Statutes of the State of Florida, including
particularly Chapter 125, Florida Statutes, Chapter 8, Articles
I, II and III of the Monroe County Code, Resolution No.
1991 of the Board of County Commissioners of the County, acting
as the governing body of the District, adopted on ,
1991, as amended and supplemented (collectively, the
"Resolution"); and is subject to all the terms and conditions of
such Resolution.
This bond and the interest hereon are payable solely
from and secured by a prior lien upon and pledge of special
assessments levied annually against real property within the
District specially benefited by the operation of the solid waste
disposal facilities, and the furnishing of solid waste disposal
services by the District, including interest on the special
assessments, any payments received from franchisee solid waste
collectors with respect to commercial property within the
District, all legally available non-ad valorem funds received by
the District with respect to the furnishing of solid waste
disposal services to the residents of the District, excluding any
federal funds received from time to time by the District, and
12
3247{MON60003{AAO
certain investment income (collectively, the "pledged Funds"),
all in the manner provided in the Resolution. This bond does not
constitute an indebtedness of the District or Monroe County,
Florida, within the meaning of any constitutional or statutory
provision or limitation.
It is expressly agreed by the Registered Owner of this
bond that such Registered Owner shall never have the right to
require or compel the levy of ad valorem taxes for the payment of
the principal of and interest on this bond or for the making of
any sinking fund or other payment specified in the Resolution.
This bond and the indebtedness evidenced thereby shall not
constitute a lien upon any other property of or in the District
or the County, but shall constitute a lien only upon the Pledged
Funds described above, in the manner and to the extent provided
in the Resolution.
(To be inserted where appropriate on face of bond:
"REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE SIDE HEREOF, AND SUCH FURTHER PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON
THIS SIDE.")
This bond may be transferred only upon the books of the
District kept by the Bond Registrar upon surrender thereof at the
principal office of the Bond Registrar with an assignment duly
executed by the Registered Owner or his duly authorized attorney,
but only in the manner, subject to the limitations and upon
payment of a sum sufficient to cover any tax, fee or governmental
charge, if any, that may be imposed in connection with any such
transfer, as provided in the Resolution. Upon any such transfer,
there shall be executed in the name of the transferee, and the
Bond Registrar shall deliver, a new registered bond or bonds of
authorized denominations and in the same aggregate principal
amount, maturity and interest rate as this bond.
In like manner, subject to such conditions and upon the
payment of a sum sufficient to cover any tax, fee or governmental
charge, if any, that may be imposed in connection with any such
exchange, the Registered Owner of any bond or bonds may surrender
the same (together with a written instrument of transfer
satisfactory to the Bond Registrar duly executed by the
Registered Owner or his duly authorized attorney) in exchange for
an equal aggregate principal amount of fully registered bonds in
authorized denominations and of the same maturity and interest
rate as this bond.
It is hereby certified and recited that all acts,
conditions and things required to exist, to happen and to be
performed precedent to and in the issuance of this bond exist,
have happened and have been performed in regular and due form and
time as required by the Statutes and Constitution of the State of
Florida applicable thereto; and that the issuance of this bond
and of the issue of bonds of which this bond is one, does not
violate any constitutional or statutory limitation.
(Insert redemption provisions).
Notice of such redemption shall be given in the manner
and to the extent required by the Resolution.
This bond is and has all the qualities and incidents of
a negotiable instrument under the laws of the State of Florida.
This bond shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under the
Resolution until the certificate of authentication hereon shall
have been executed by the Bond Registrar.
IN WITNESS WHEREOF, the Monroe County Municipal Service
District, Monroe County, Florida, has issued this bond and has
caused the same to be signed by the Mayor of the Board of County
13
3247/MON60003/AAO
Commissioners of Monroe County,
to be impressed, imprinted or
attested and countersigned by the
1, 1991.
Florida, and its corporate seal
otherwise reproduced hereon and
Clerk of the Board, all as of
MONROE COUNTY MUNICIPAL SERVICE
DISTRICT, MONROE COUNTY, FLORIDA
(SEAL)
By
Mayor
ATTESTED AND COUNTERSIGNED:
Clerk
CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR
This bond is one of the bonds of the issue described in
the Resolution.
As Bond Registrar
By
Authorized Signature
Date of Authentication
The following abbreviations, when used in the
inscription on the face of the within bond, shall be construed as
though they were written out in full according to applicable laws
or regulations:
TEN COM - as tenants in
common
JT TEN - as joint tenants
with right of surviorship
and not as tenants in
common
TEN ENT - as tenants by the
entireties
UNIF GIF/TRANS MIN ACT -
(Cust. )
Custodian for
(Minor)
under Uniform Gifts/Transfers to
Minors Act of
(State)
Additional abbreviations may also be used though not in
list above.
14
3247/MON60003/AAO
ASSIGNMENT
FOR VALUE RECEIVED, the
transfers to
(PLEASE INSERT NAME, ADDRESS AND SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
the within bond and does hereby irrevocably
appoint
transfer the bond on the books
with full power of substitution in
undersigned sells, assigns and
constitute and
as his agent to
kept for registration thereof,
the premises.
Dated:
NOTICE: The signature to this
assignment must correspond with
the name of the Registered
Owner as it appears upon the
face of the within bond in
every particular, without al-
teration or enlargement or any
change whatever.
Signature guaranteed:
(Bank, Trust Company or Firm)
(Authorized Officer)
15
3247/MON60003/AAO
ARTICLE III
APPLICATION OF BOND PROCEEDS
SECTION 3.01 APPLICATION OF BOND PROCEEDS. The
proceeds, including accrued interest and premium, if any,
received from the sale of any or all of the Bonds, shall be
applied by the Issuer simultaneously with their delivery to the
purchaser thereof, as follows:
A. The accrued interest, if any, shall be deposited in
the Sinking Fund and shall be used only for the purpose of
paying interest becoming due on the Bonds.
B. A sum which, together with other legally available
funds of the Issuer (including bond reserve insurance and/or
letters of credit as described in Section 4.03D hereof) deposited
in the Reserve Account, herein created, on the date of delivery
of the Bonds, will equal the Reserve Account Requirement, shall
be deposited into the Reserve Account.
C. To the extent not paid or reimbursed therefor by the
original purchaser of the Bonds, the Issuer shall pay all costs
and expenses in connection with the preparation, issuance and
sale of the Bonds, including bond insurance and bond reserve
insurance, if applicable.
D. Subject to the provisions of the succeeding
paragraph, a sum specified in the Escrow Deposit Agreement which,
together with the other funds described in the Escrow Deposit
Agreement to be deposited in escrow, and together with the
investment income thereon, will be sufficient to pay the
principal of, interest and premiums, if any, as applicable, on
the Refunded Bonds as the same shall become due or may be
redeemed or prepaid, shall be deposited into the Escrow Account
established by the Escrow Deposit Agreement in the respective
amounts sufficient for such purposes.
Simultaneously with the delivery of the principal amount
of Bonds necessary to accomplish the refunding program specified
in this Resolution, the Issuer shall enter into the Escrow
Deposit Agreement which shall provide for the deposit of sums
into the Escrow Account established therein, and for the
investment of such money in appropriate Escrow Investments so as
to produce sufficient funds to make all of the payments described
in the first paragraph of this Section 3.0lD. At the time of
execution of the Escrow Deposit Agreement, the Issuer shall
furnish to the escrow holder named therein appropriate
documentation to demonstrate that the sums being deposited and
the investments to be made will be sufficient for such purposes.
E. All such proceeds disbursed in accordance with this
Section 3.01 shall be and constitute trust funds for such
purposes and, to the extent not required to be rebated to the
United States Treasury, there is hereby created a lien in favor
of the Holders of the Bonds upon such money until so applied.
16
3247/MON60003/AAO
ARTICLE IV
SECURITY FOR BONDS; CREATION OF FUNDS AND
ACCOUNTS; APPLICATION OF REVENUES
SECTION 4.01 SECURITY FOR BONDS. Neither the Bonds nor
the interest thereon shall be or constitute a general
indebtedness of the Issuer or Monroe County, Florida, within the
meaning of any constitutional or statutory provision or
limitation, but shall be payable solely from and secured by a
prior lien upon and a pledge of the Pledged Funds as provided
below. No Holder or Holders of any Bonds issued hereunder shall
ever have the right to require or compel the exercise of the ad
valorem taxing power of the Issuer or Monroe County, Florida, or
taxation in any form of any property therein for payment thereof,
or be entitled to payment of such principal and interest from any
other funds of the Issuer, except from the Pledged Funds in the
manner provided herein. Until payment has been provided as
herein permitted, the payment of the principal of and interest on
the Bonds, and all other payments required by this Resolution,
shall be secured forthwith equally and ratably by an irrevocable
prior lien on the Pledged Funds, and the Issuer does hereby
irrevocably pledge and grant a prior lien upon the same for such
purposes.
SECTION 4.02 CREATION OF FUNDS AND ACCOUNTS. The
following Funds and Accounts are hereby created and established:
the Revenue Fund, the Sinking Fund, the Reserve Account, the Bond
Amortization Account, the Operation and Maintenance Fund and the
Renewal and Replacement Fund.
A. TRUST FUNDS. The Funds and Accounts created and
established above and any other special funds and accounts
created and established by this Resolution shall constitute trust
funds for the purposes provided herein for such funds and
accounts, and shall be kept separate and distinct from all other
funds of the Issuer and used only for the purposes and in the
manner provided by this Resolution. All such Funds and Accounts
shall be continuously secured in the same manner as county
deposits are authorized to be secured by the laws of the State of
Florida.
B. GOVERNMENT ACCOUNTING EFFECT. The cash required to
be accounted for in each of the Funds and Accounts established
herein may be deposited in a single bank account, provided that
adequate accounting records are maintained to reflect and control
the restricted allocation of the cash on deposit therein for the
various purposes of such Funds and Accounts. The designation and
establishment of the various Funds and Accounts in and by this
Resolution shall not be construed to require the establishment of
any completely independent, self-balancing funds, as such term is
commonly defined and used in governmental accounting, but rather
is intended solely to constitute an earmarking of Pledged Funds
for certain purposes and to establish certain priorities for
application of such Pledged Funds as provided by this Resolution.
SECTION 4.03 APPLICATION OF REVENUES. For as long as
any of the principal of and interest on any of the Bonds shall be
outstanding and unpaid, or until payment has been provided as
permitted by this Resolution, or until there shall have been set
apart in the Sinking Fund, the Bond Amortization Account and the
Reserve Account, a sum sufficient to pay when due the entire
principal of the Bonds remaining unpaid, together with interest
accrued or to accrue thereon, the Issuer covenants with the
Holders of any and all Bonds as follows:
A. REVENUE FUND. The Pledged Funds shall be deposited,
as received, in the Revenue Fund and shall be disposed of
annually in the following manner and in the following order of
priority.
17
3247!MON60003fAAO
B. SINKING FUND. Pledged Funds shall first be applied
and allocated to the Sinking Fund in such sums as will be
sufficient to pay all interest becoming due on the Current
Interest Paying Bonds during the current Bond Year, plus the
amount of any prior deficiencies; all principal maturing on the
Current Interest Paying Serial Bonds on the next maturity date,
and the Compounded Amount next becoming due on any Serial Capital
Appreciation Bonds whether by reason of maturity or earlier
redemption thereof; plus the amount of any prior deficiencies;
and an amount sufficient to pay the fees and charges of the Bond
Registrar and paying agents.
C. BOND AMORTIZATION ACCOUNT. On a parity with the
payments required by Section 4.03B above, Pledged Funds shall
simultaneously be applied and allocated to the Bond Amortization
Account, to the extent required, in such sums as will be equal to
the Amortization Installment required to be made on the next
annual payment date for Term Bonds, plus the amount of any prior
deficiencies. Such allocations shall be credited to a separate
special account for each series of Term Bonds outstanding, and if
there shall be more than one stated maturity for Term Bonds of a
series, then into a separate special account in the Bond
Amortization Account for each such separate maturity of Term
Bonds.
Upon the sale of any Term Bonds, the Issuer shall, by
resolution of the Beard, establish the amounts and maturities of
such Amortization Installments, and if there shall be more than
one maturity of Term Bonds, the Amortization Installments for the
Term Bonds of each maturity.
Credit shall be allowed against the total interest,
Amortization Installment and principal due on the next interest
and principal payment dates, respectively, for any other funds on
hand and available for such purposes in the Sinking Fund and Bond
Amortization Account.
D. RESERVE ACCOUNT. Pledged Funds shall then be
applied by the Issuer to maintain in the Reserve Account a sum
equal to the Reserve Account Requirement. Except as provided
below, such sum shall initially be deposited therein from the
proceeds of the sale of the Bonds. Any withdrawals from the
Reserve Account shall be restored within 12 months of such
withdrawal. Such replenishment amounts shall first be used for
reimbursement of any drawings under any bond reserve insurance
policies, as described below, and then to replenish any cash
withdrawn from the Reserve Account. No further payments shall be
required to be made into the Reserve Account when there has been
deposited therein and as long as there shall remain on deposit
therein a sum equal to the Reserve Account Requirement. The
Authorized Investments on deposit in the Reserve Account shall be
valued annually on the last day of the Fiscal Year in accordance
with generally accepted accounting practice.
Notwithstanding the foregoing and with the written
consent of the Bond Insurer (if the outstanding Bonds are then
covered by a Bond Insurance policy), the Issuer shall not be
required to fully capitalize the Reserve Account on the date of
issuance of the Bonds from proceeds of the sale of the Bonds, if
it provides on the date of issuance of the Bonds (1) bond reserve
insurance issued by a reputable and recognized municipal bond
insurer whose insurance policies generally result in insured
issues being rated in the highest rating category by either S&P,
Moody's or A. M. Best & Company, New York, New York, or (2) a
letter of credit issued by any bank or national banking
association insured by FDIC whose own debt securities are rated
in the highest rating category by any of the rating agencies set
forth above, in an amount equal to the difference between the
Reserve Account Requirement and the sum to be deposited therein
pursuant to the preceding paragraph.
At any time after the issuance of the Bonds, the Issuer
may, in its discretion, withdraw the amount of money on deposit
18
3247/MON60003/AAO
in the Reserve Account and substitute in its place, a bond
reserve insurance policy or letter of credit as described in (1)
or (2) of the preceding paragraph, in the face amount of such
withdrawal, and use the surplus money so withdrawn for any lawful
purpose.
Money in the Reserve Account shall be used only for the
purpose of the payment of maturing Amortization Installments or
principal of or interest on the Bonds when the other money
allocated to the Sinking Fund and Bond Amortization Account is
insufficient therefor, and for no other purpose. If and whenever
the money applied and allocated to the Reserve Account exceeds
the Reserve Account Requirement on all then outstanding Bonds,
such excess shall be withdrawn and deposited into the Sinking
Fund. If the Reserve Account is funded with a combination of
cash and a bond reserve insurance policy, as described above, any
withdrawals shall first be made from cash, and then from the bond
reserve insurance policy. If multiple bond reserve insurance
policies have been issued for the Reserve Account, any drawings
under those policies shall be on a pro rata basis.
In the event the Issuer determines to draw upon any bond
reserve insurance policy, it shall cause the paying agent for the
Bonds to provide notice of the same to the insurer at least 3
days prior to the date on which funds are required.
The paying agent for the Bonds shall be required to
maintain adequate records to ascertain the necessity for a claim
or draw upon any bond reserve insurance policy, and the amounts
paid and owing the insurer under the terms of any reimbursement
agreement.
E. OPERATION AND MAINTENANCE FUND. Pledged Funds shall
next be deposited into the Operation and Maintenance Fund such
sums as are necessary for the Cost of the Operation and
Maintenance for the current Fiscal Year in accordance with the
budget to be adopted as hereinafter provided.
F. SUBORDINATE OBLIGATIONS. The Issuer shall next
apply money in the Revenue Fund to the payment of current debt
service and reserve requirements 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
Bonds on the Pledged Funds.
G. RENEWAL AND REPLACEMENT FUND. Pledged Funds shall
next be deposited into the Renewal and Replacement Fund in each
year to and including the year 1995, in the amount of $500,000,
and thereafter such amount as shall be recommended by the
Consulting Engineers and approved by the Board; provided,
however, that as long as an Operation and Maintenance Contract is
in effect, no deposit shall be required, unless and to the extent
recommended by the Consulting Engineers and approved by the
Board. 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,
or landfill closure costs associated with the Facilities
(including maintenance related to such closure), and to provide
an adequate reserve for depreciation of all depreciable capital
assets except such assets being acquired under lease-purchase
financing; provided, however, that as long as an Operation and
Maintenance Contract is in effect, any amount on deposit in the
Renewal and Replacement Fund may be used to pay any portion of a
payment or payments, or the sum of all payments, due to an
Operator for the capital cost of constructing a transfer station
or other facility necessary to implement the disposal of solid
waste collected within the area of the Issuer. 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
19
3247/MON60003/AAO
on the Bonds. The money on deposit in such fund shall be
withdrawn only upon the authorization of the Board.
H. COMPLETION OF FUNDING REQUIREMENT. The Issuer shall
not be required to make any further applications or allocations
to the Sinking Fund, the Bond Amortization Account or the Reserve
Account when the aggregate sums applied and allocated thereto are
and remain at least equal to the sum of all of the annual Debt
Service Requirements then due and becoming due in all ensuing
years for the Bonds then outstanding, plus the amount of
redemption premiums, if any, then due and thereafter to become
due on the Bonds then outstanding by operation of the Bond
Amortization Account.
I. BALANCE OF REVENUES. Thereafter the balance of any
Pledged Funds remaining after the above required payments
(including deficiencies for prior payments) have been made on a
cumulative basis, shall first be used to pay interest on amounts
advanced under all bond reserve insurance policies for the
Reserve Account, to the extent required by the applicable
reimbursement agreements, and then may be used by the Issuer for
any lawful purpose.
J. INVESTMENT AND DISPOSITION OF INVESTMENT INCOME.
Pledged Funds on deposit in the Revenue Fund, the Sinking Fund,
the Bond Amortization Account and the Operation and Maintenance
Fund may be invested and reinvested only in Authorized
Investments maturing not later than the date on which the money
therein will be needed. The Pledged Funds in the Reserve Account
may be invested and reinvested in Authorized Investments,
provided such investments mature not later than the final
maturity date of the Bonds. The Pledged Funds in the Renewal and
Replacement Fund may be invested and reinvested in Authorized
Investments, provided such investments mature or are redeemable,
at the option of the Issuer, not later than 5 years from their
dates. Any and all income received by the Issuer from such
investments of Pledged Funds in the above Funds and Accounts
(excluding the Reserve Account) shall be deposited into the
Sinking Fund. Income received from the investment of money on
deposit in the Reserve Account shall remain in the Reserve
Account unless it is fully funded, in which case such income
shall be deposited into the Sinking Fund on the next business day
following the receipt thereof.
K. OPERATION OF BOND AMORTIZATION ACCOUNT. Money held
for the credit of the Bond Amortization Account shall be applied
to the redemption or open market purchase (at not exceeding the
price of par and accrued interest) of Term Bonds in accordance
with the mandatory redemption provisions and/or the schedule of
Amortization Installments for such Term Bonds. Amortization
Installments for any Term Bonds shall be reduced on a reasonably
proportionate basis to the extent that such Term Bonds are
purchased in the open market, or shall be adjusted as otherwise
approved by the Monroe County Administrator. The Issuer shall
pay from the Sinking Fund all expenses in connection with such
purchase or redemption.
SECTION 4.04 UNCLAIMED MONEY. Notwithstanding any
provisions of this Resolution, any money held by the paying agent
for the payment of the principal or redemption price of, or
interest on, any Bonds and remaining unclaimed for 5 years after
the principal of all of the Bonds has become due and payable
(whether at maturity or upon call for redemption), if such money
were so held at such date, or 5 years after the date of deposit
of such money if deposited after such date when all of the Bonds
became due and payable, shall be repaid to the Issuer free from
the provisions of this Resolution, and all liability of the
paying agent with respect to such money shall thereupon cease;
provided, however, that before the repayment of such money to the
Issuer as aforesaid, the Issuer first publish at least once in a
financial newspaper or journal published and/or of general
circulation in New York. New York, a notice, in such form as may
be deemed appropriate by the Issuer with respect to the Bonds so
20
3247/MON60003/AA~
payable and not presented, and with respect to the provisions
relating to the repayment to the Issuer of the money held for the
payment thereof.
21
3247/MON6C003/AAO
ARTICLE V
CERTAIN COVENANTS WITH BONDHOLDERS; ADDITIONAL
PARITY BONDS; REDEMPTION OF REFUNDED BONDS; REMEDIES
SECTION 5.01 OPERATION AND MAINTENANCE. The Issuer
will maintain, or cause to be maintained, the Facilities
(currently in operation) and all parts thereof in good condition
and will operate, or cause to be operated, the same in an
efficient and economical manner, making, or causing to be made,
such expenditures for equipment and for renewals, repairs and
replacements as may be proper for the economical operation and
maintenance thereof.
SECTION 5.02 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
expenditures for operation and maintenance of the Facilities
during such next succeeding Fiscal Year; provided, however, that
as long as an Operation and Maintenance Contract is in effect,
such budget shall include any Operation and Maintenance Contract
payment obligations of the Issuer and only those estimated
expenditures for operation and maintenance of the Facilities
which the Issuer is otherwise required to pay. No expenditures
for the operation 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
Board 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 ordinances and
resolutions authorizing increased expenditures for operation 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
resolutions authorizing increased expenditures for operation and
maintenance 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.
SECTION 5.03 ASSESSMENT ORDINANCES OR RESOLUTIONS. The
Issuer shall annually enact or adopt an assessment ordinance or
resolution as required by the Act, and thereby will determine,
fix, levy and collect such Assessments which, together with the
other Pledged Funds, will always provide revenues in each year
sufficient to pay 100% 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 benefited property in proportion to the special
positive benefits to be received from the Facilities, as
determined by the Board, and the furnishing of solid waste
disposal services to the residents of the Issuer, and shall never
exceed in the aggregate the amount by which such property is
determined to be benefited.
SECTION 5.04 ACCOUNTING RECORDS. The Issuer shall
maintain separately identifiable accounting records for the
receipt of the Pledged Funds by the use of a fund or funds
established in accordance with generally accepted accounting
practice, and any Bondholder and the Bond Insurer (if the
outstanding Bonds are then covered by a Bond Insurance Policy)
shall have the right at all reasonable times to inspect all
records, accounts and data of the Issuer relating thereto.
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3247/MON60003/AAC
SECTION 5.05 ANNUAL AUDIT. The Issuer shall after the
close of each Fiscal Year, cause the books, records and accounts
relating to the Pledged Funds to be properly audited by a
recognized Accountant, and shall require the Accountant to
complete its audit report within 180 days after the close of the
Fiscal Year. Such audit shall contain, but not be limited to,
the statements required by generally accepted accounting
principles applicable to governmental units, and after
consultation with bond counsel to the Issuer, a certificate by
the Accountant disclosing any breach on the part of the Issuer of
any covenant herein. A copy of such annual audit shall be made
available, at all reasonable times, for inspection by any
Bondholder, upon request therefor, and, along with a copy of any
annual budget, shall be mailed, postage prepaid, to the Bond
Insurer (if the outstanding Bonds are then covered by a Bond
Insurance policy).
SECTION 5.06 NO MORTGAGE OR SALE OF THE FACILITIES.
Except as provided herein or, with the consent of the Bond
Insurer (if the Bonds are then covered by a Bond Insurance Policy
and the Bond Insurer is not then in default under such policy),
in any Operation and Maintenance Contract, the Issuer will not
sell, lease, mortgage, pledge or otherwise encumber the
Facilities, or any substantial part thereof.
The foregoing provision notwithstanding, the Issuer
shall have and hereby reserves the right to sell, lease or
otherwise 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
profitable 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
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 Board shall, by
resolution 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
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3241!MON611003! AAO
to Section 5.03 hereof, and the Board shall
adopted, approve and concur in the finding of
Consulting Engineers, and shall authorize
disposition of the property.
Anything in this Section to the contrary
notwithstanding, nothing herein shall restrict the Board from
authorizing the sale of 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.
by resolution, duly
the officer and the
such sale or other
The proceeds derived from any such sale or other
disposition 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
recommendations of the officer in charge of the Facilities.
SECTION 5.07 INSURANCE. The Issuer will carry, or
cause to be carried, adequate fire and windstorm insurance on all
buildings and structures 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 facilities 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 by the Issuer 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.
SECTION 5.08 ENFORCEMENT OF COLLECTIONS. The Issuer
will diligently enforce and collect, or cause to be enforced and
collected, as applicable, the Pledged Funds; will take, or cause
to be taken, all reasonable steps, actions and proceedings for
the enforcement and collection thereof 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 collected, be held in trust to be applied
as herein provided and not otherwise.
SECTION 5.09 NO IMPAIRMENT OF CONTRACT. The Issuer has
full power and authority to irrevocably pledge the Pledged Funds
to the payment of the principal of and interest on the Bonds.
The pledge of such Pledged Funds, in the manner provided herein,
shall not be subject to repeal, modification or impairment by any
subsequent ordinance or other proceedings of the Issuer or by any
subsequent act of the Legislature of the State of Florida unless
the Issuer shall have provided, or such Legislature shall have
made immediately available to the Issuer, such additional or
supplemental funds which shall be sufficient to retire such Bonds
and the interest thereon in accordance with their terms.
SECTION 5.10 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 is
not paid within 270 days of the due date, 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
provided by law; however, the administrative staff of the Issuer
shall assume the responsibility for monitoring the foregoing
delinquency and default time periods with respect to each unpaid
Assessment, and shall advise the Monroe County Attorney of any
action taken in regard to notices of lien and declarations of
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3247!MON60003/AAO
default. The Monroe County Attorney shall not be required to
file any foreclosure action unless (i) the amount due (including
the aggregate amount due on any Assessments in default for which
foreclosure actions have not been commenced) is at least $1,000
or (ii) the statute of limitations with respect to such
foreclosure action is about to expire. Subject to the foregoing,
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
realized thereby shall be deposited in the Revenue Fund and
distributed as above provided. The Issuer further covenants, at
its expense, to furnish to any Bondholder requesting the same, 60
days after the due date of each annual installment, a list of all
delinquent installments, together with an annual audit of the
Revenue Fund by a certified public accountant. In the event of
any inconsistency between the provisions of this Section and
Ordinance No. 033-1989 of the Board, as amended (collectively,
the "Assessment Ordinance"), the provisions of the Assessment
Ordinance, and any procedures lawfully elected thereunder by the
Issuer, shall control, as long as such provisions so elected are
at least as likely to result in collection of the unpaid
Assessments as the provisions of this Section, without such
election.
SECTION 5.11 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 in the name of the Issuer for an amount equal to the
balance due on the Assessment (principal, interest and costS),
and the Issuer shall receive in 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 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 Bondholders
within 30 days after the receipt of the request therefor signed
by the Holders of not less than 15% of the aggregate principal
amount of the outstanding Bonds. In the event of any
inconsistency between the provisions of this Section and the
Assessment Ordinance, the provisions of the Assessment Ordinance,
and any procedures lawfully elected thereunder by the Issuer,
shall control, as long as such provisions so elected are at least
as likely to result in payment of an amount equal to the unpaid
Assessments (principal, interest and costS) as the provisions of
this Section, without such election.
SECTION 5.12 REMEDIES. Any trustee or any Holder of
Bonds issued under the provisions hereof acting for the Holders
of all Bonds may by suit, action, mandamus or other proceedings
in any court of competent jurisdiction, protect and enforce any
and all rights, including the right to the appointment of a
receiver, existing under the laws of the State of Florida, or
granted and contained herein, and may enforce and compel the
performance of all duties herein required or by any applicable
statutes to be performed by the Issuer or by any officer thereof.
Nothing herein, however, shall be construed to grant to any
Holder of such Bonds any lien on any property of or within the
corporate boundaries of the Issuer, except as provided herein. No
Holder of Bonds, however, shall have any right in any manner
whatever to affect, disturb or prejudice the security of this
Resolution or to enforce any right hereunder except in the manner
herein provided, and all proceedings at law or in equity shall be
25
3247/MON60003/AAO
instituted and maintained for the benefit of all Holders of
Bonds.
If any payments of Debt Service Requirements are made by
a municipal bond insurer with respect to Bonds which have not
been defeased in accordance with the provisions of Section 6.05
hereof, the lien upon and pledge of the money on deposit from
time to time in the Funds and Accounts created and established
herein and all covenants and other obligations of the Issuer to
the Holders of such Bonds shall continue to exist and the insurer
shall be subrogated to the rights of the Holders of such Bonds
with respect to the Debt Service Requirements paid or insured by
such municipal bond insurer.
SECTION 5.13 CONSULTING ENGINEERS. If the Issuer is
required to operate and maintain, or supervise the operation and
maintenance of, any portion of the Facilities, 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 providing the Issuer competent engineering counsel affecting
the economical and efficient operation of the Facilities and in
connecti.on 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
engineering and operation problems arising in connection with the
System.
The Issuer shall, at least every 2 years, cause to be
prepared by such engineers, a report or survey with respect to
the management of the Facilities, the sufficiency of the
Assessments for services of the Facilities, the proper
maintenance of the properties of the Facilities and the necessity
for capital improvements and recommendations therefor. To the
extent within the competence of such engineers, the 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, such engineers shall accept official statements
of the Accountant. 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.
SECTION 5.14 NO COMPETING FACILITIES. Except as may be
provided in the Act or, with the consent of the Bond Insurer (if
the Bonds are then covered by a Bond Insurance Policy, and the
Bond Insurer is not then in default under such policy), in an
Operation and Maintenance Contract, 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 services similar to those of
the Facilities to or within the boundaries of the Issuer
(excluding the boundaries of the City of Key west).
operating
Maintenance
abilityo
SECTION 5.15 MANAGER OF FACILITIES.
the Facilities or administering an
Contract, will employ a manager
The Issuer in
Operation and
of demonstrated
SECTION 5.16 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 5.17 APPLICATION OF REFUNDED BONDS AND
ACCOUNTS. Except as otherwise provided by this Resolution, all
money in the funds and accounts created by the Refunded Bonds
Resolution may, in the discretion of the Issuer, be transferred
and deposited in like funds and accounts created by this
26
3247/MON60003/AAO
Resolution or may be used by the Issuer, in whole or in part, to
effect the refunding of the Refunded Bonds.
SECTION 5.18 ISSUANCE OF ADDITIONAL OBLIGATIONS. Except
as provided below, the Issuer hereby covenants and agrees not to
incur any other obligations or indebtedness payable from the same
source as the Bonds, unless such obligations contain an express
statement that such obligations are junior and subordinate in all
respects to the Bonds herein authorized as to lien on and source
and security for payment from the Pledged Funds. Furthermore, no
Additional Parity Bonds, payable on a parity from the Pledged
Funds, or applicable portion thereof, with the Bonds, herein
authorized, shall be issued except upon the conditions and in the
manner provided below.
A. There shall have been obtained and filed with the
Issuer a certificate of an Accountant: (1) stating that he had
compiled or reviewed the books and records of the Issuer relating
to the collection and receipt of the Pledged Funds for the Fiscal
Year immediately preceding the date of sale of the proposed
Additional parity Bonds; (2) setting forth the amount of the Net
Pledged Funds received by the Issuer for such Fiscal Year; and
(3) stating that the Net Pledged Funds for such period are at
least equal to 1.20 times the Maximum Debt Service Requirement to
become due in any ensuing Bond Year on the Bonds then outstanding
and the Additional parity Bonds proposed to be issued.
B. If desirable, in making the calculation pursuant to
paragraph A above, the Net Pledged Funds for such Fiscal Year may
be adjusted, upon the recommendation of 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 Additional
parity Bonds, 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
Additional parity Bonds, as if such changes were in effect for
the entire Fiscal Year.
c. Each resolution authorizing the issuance of
Additional parity Bonds will recite that all of the covenants
herein contained applicable to the Additional Parity Bonds, will
be applicable to such Additional parity Bonds.
D. The Issuer shall not be in breach
and obligations assumed hereunder, and all
required to have been made into the Funds
provided hereunder, shall have been made to
required.
of the covenants
payments herein
and Accounts, as
the full extent
E. The Issuer shall not
requirements of paragraph A above
parity Bonds issued for the sole
of the outstanding Bonds.
SECTION 5.19 TAX EXEMPTION. The Issuer at all times
while the Bonds and the interest thereon are outstanding will
comply with the requirements of the Code to the extent necessary
to preserve the exemption from federal income taxation of the
interest on the Bonds. The chief financial officer of the
Issuer, or his designee, is authorized to make or effect any
election, selection, choice, consent, approval or waiver on
behalf of the Issuer with respect to the Bonds as the Issuer is
required to make or give under the federal income tax laws, for
the purpose of assuring, enhancing or protecting favorable tax
treatment or characterization of the Bonds or interest thereon or
assisting compliance with requirements for that purpose, reducing
the burden or expense of such compliance, reducing the rebate
amount or payments of penalties thereon, or making payments in
lieu thereof, or obviating such amounts or payments, as
determined by such officer, or his designee.
be required to comply with the
with respect to any Additional
purpose of refunding a portion
SECTION 5.20 PAYMENT
and timely payor cause to be
OF BONDS. The Issuer will duly
paid from the Pledged Funds the
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3247/MON60003/AAO
principal of, redemption premiums, if any, and interest on the
Bonds, when due, by transferring money in the required amounts
from the Funds and Accounts created herein to the principal
office of the paying agent at least one business day prior to the
date on which such payments of principal, premium and interest
are due. If any payment date is not on a business day, then
payment will be due on the next succeeding business day.
SECTION 5.21
Certain of the Refunded
as a whole, as follows:
REDEMPTION OF CERTAIN REFUNDED BONDS.
Bonds are hereby called for redemption,
A. Current interest paying Refunded Bonds:
The current interest paying Refunded Bonds maturing on
October 1 in the years 2005 and 2011 are hereby called for
redemption on October 1, 1993, at a price of par plus accrued
interest to October 1, 1993, plus a premium equal to 2% of the
par value of such Bonds to be redeemed. The Notice of Redemption
of such Refunded Bonds shall be in substantially the following
form:
NOTICE OF REDEMPTION
MONROE COUNTY MUNICIPAL SERVICE DISTRICT
MONROE COUNTY, FLORIDA
REFUNDING IMPROVEMENT BONDS, SERIES 1985
MATURING IN THE YEARS 2005 AND 2011, BOTH INCLUSIVE
NOTICE IS HEREBY GIVEN by the Monroe County Municipal
Service District, Monroe County, Florida, that all of its
outstanding Refunding Improvement Bonds, Series 1985, dated
December 1, 1985, originally issued on December 30, 1985, which
mature on October 1, 2005, and October 1, 2011, bearing interest
and CUSIP numbers as follows: , in the aggregate
principal amount of $5,310,000, and which are redeemable on
October 1, 1993, at the option of the District, at the redemption
price of the principal amount of each bond to be redeemed,
together with interest accrued thereon to the date fixed for
redemption, plus a premium equal to 2% of the par value thereof,
will be redeemed on October 1, 1993.
payment of the redemption price, plus accrued interest,
of such bonds will be made on such October 1, 1993, redemption
date, at the office of Barnett Banks Trust Company, N.A.,
, Jacksonville, Florida, the paying agent
upon surrender thereof. Interest on such bonds
will cease to accrue from and after such
for the bonds,
being redeemed
redemption date.
Dated and mailed this
day of
, 1993.
MONROE COUNTY MUNICIPAL
SERVICE DISTRICT, MONROE
COUNTY, FLORIDA
By
Monroe County
Administrator
B. Capital appreciation Refunded Bonds:
The capital appreciation Refunded Bonds maturing on
October 1 in the years 1998 through 2002, both inclusive, are
hereby called for redemption on October 1, 1997, at a price of
the accreted value thereof, plus a premium equal to 3% of the
accreted value of such Refunded Bonds to be redeemed. The Notice
of Redemption of such Refunded Bonds shall be in substantially
the following form:
28
3247/MON~0003/AAO
NOTICE OF REDEMPTION
MONROE COUNTY MUNICIPAL SERVICE DISTRICT
MONROE COUNTY, FLORIDA
REFUNDING IMPROVEMENT BONDS, SERIES 1985
MATURING IN THE YEARS 1998 THROUGH 2002, BOTH INCLUSIVE
NOTICE IS HEREBY GIVEN by the Monroe County Municipal
Service District, Monroe County, Florida, that all of its
outstanding Refunding Improvement Bonds, Series 1985, dated
December 1, 1985, originally issued on December 30, 1985, which
mature on October in the years 1998 through 2002, both inclusive,
yielding interest to maturity and bearing CUSIP numbers as
follows: , in the aggregate maturity amount of
$2,085,000, and which are redeemable on October 1, 1997, at the
accreted value of each bond to be redeemed, plus a premium equal
to 3% of the accreted value thereof, will be redeemed on October
1, 1997.
payment of the
made on such October 1,
Barnett Banks Trust
Jacksonville, Florida,
surrender thereof.
redemption price
1997, redemption
Company, N.A.,
the paying agent
of such bonds will be
date, at the office of
,
for the bonds, upon
Dated and mailed this ___ day of
, 1998.
MONROE COUNTY MUNICIPAL
SERVICE DISTRICT, MONROE
COUNTY, FLORIDA
By
Monroe County
Administrator
The escrow holder under the Escrow Deposit Agreement is hereby
instructed and directed at least 30 days prior to such redemption
date, to file the same with the bond registrar and paying agent
for the Refunded Bonds, and to mail the same by first class mail,
postage prepaid, to all registered owners of Refunded Bonds to be
redeemed, at the addresses as they appear on the registration
books, and to the Bond Insurer.
The provisions of this Section shall not take effect
until the Bonds have been issued pursuant to this Resolution.
29
3247/MON60003/AAO
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.01 MODIFICATION OR AMENDMENT. No adverse
material modification or amendment of this Resolution or of any
resolution amendatory hereof or supplemental hereto may be made
without the consent in writing of the Holders of 51% or more in
aggregate principal amount of all the Bonds so affected by such
modification or amendment; provided, however, that no
modification or amendment shall permit a change in the maturity
of the Bonds or a reduction in the rate of interest thereon, or
in the amount of principal obligation thereof, or affect the
promise of the Issuer to pay the principal of and interest on the
Bonds as the same shall become due from the Pledged Funds, or
reduce the percentage of the Holders of the Bonds required to
consent to any adverse material modification or amendment hereof
without the consent of the Holders of all Bonds; provided
further, however, that the Issuer may at any time amend this
Resolution to provide for the issuance or exchange of Bonds in
coupon form, if and to the extent that doing so will not affect
the tax exempt status of the interest on the Bonds. If the Bonds
then outstanding are insured by a Bond Insurance policy, the
consent of the Bond Insurer shall be required in lieu of the
consent of the Holders of the Bonds so insured, and under such
circumstances a copy of such amendments shall be sent to S&P.
For the purpose of computing the amount of Bonds held by the
Holder of Capital Appreciation Bonds, the principal amount of a
Capital Appreciation Bond shall be deemed to be its Compounded
Amount.
SECTION 6.02 SALE OF BONDS. The Bonds shall be sold
and issued all at one time or in installments from time to time,
at public or private sale for such price or prices consistent
with the provisions of the Act and the requirements of this
Resolution as the Board shall hereafter determine by resolution.
SECTION 6.03 TEMPORARY BONDS. Until Bonds are ready
for delivery in definitive form, the Issuer may execute, and upon
its request in writing, the Bond Registrar shall authenticate and
deliver in lieu of such definitive Bonds, one or more printed,
lithographed or typewritten Bonds in temporary form. The Bonds
in temporary form shall be substantially of the tenor of the
Bonds described in this Resolution, with appropriate omissions,
variations and insertions, and shall be subject to the same
provisions, limitations and conditions set forth in this
Resolution. The Issuer shall without unreasonable delay prepare,
execute and deliver to the Bond Registrar, and upon surrender of
the Bond or Bonds in temporary form to the Bond Registrar, the
Bond Registrar shall authenticate and deliver, in exchange
therefor, a Bond or Bonds of the same maturity, in definitive
form, in authorized denominations and for the same aggregate
principal amount as the Bond or Bonds in temporary form
surrendered. The expense of such exchange shall be borne by the
Issuer and there shall be no charge therefor to any Bondholder.
SECTION 6.04 SEVERABILITY OF INVALID PROVISIONS. If
anyone or more of the covenants, agreements or provisions herein
contained shall be held contrary to any express provision of law
or contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed separable
from the remaining covenants, agreements or provisions and shall
in no way affect the validity of any of the other provisions
hereof or of the Bonds issued hereunder.
SECTION 6.05 DEFEASANCE. If, at any time, the Issuer
shall have paid, or shall have made provision for the payment of,
(a) the principal, interest and redemption premiums, if any, with
respect to the Bonds, or any portion thereof, and (b) the amounts
then owed to all municipal bond insurers which have provided bond
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reserve insurance policies for the Reserve Account, in accordance
with the terms of the applicable reimbursement agreements or
other documents with respect to such policies, then, and in that
event, the pledge of and lien on the Pledged Funds in favor of
the applicable Bondholders shall be no longer in effect;
provided, however, that under those circumstances if any of the
Bonds are to be redeemed prior to their respective stated dates
of maturity, and such redemption will be accomplished more than
30 days after such defeasance, the Bond Registrar, within 30 days
of such defeasance, will mail to the registered securities
depositories and national information services (as described in
Section 2.09) and to the Holders of such Bonds at their addresses
as they appear on the registration books of the Issuer maintained
by the Bond Registrar, and, if applicable, one additional time at
least 30 days prior to the redemption date, a notice stating that
a deposit in accordance with this Section has been made with the
escrow holder and that the Bonds are deemed to have been paid in
accordance with this Section, and stating such maturity or
redemption date upon which money will be available for the
payment of the principal of, redemption premium, if any, and
interest on such Bonds; but failure to give such notice of
advance refunding shall not affect any defeasance otherwise in
accordance with this Section. For purposes of the preceding
sentence, deposit of sufficient cash and/or principal and
interest of Federal Securities in irrevocable trust with a
banking institution or trust company, for the sole benefit of the
applicable Bondholders, to make timely payment of the principal,
interest, and redemption premiums, if any, on the outstanding
Bonds, shall be considered "provision for payment."
SECTION 6.06 NOTICES TO BOND INSURER. For the purposes
of this Resolution, all notices sent to the Bond Insurer shall be
mailed, postage prepaid, to the address set forth in the
commitment for the Bond Insurance policy. Copies of all notices
furnished to Bondholders shall be sent to the Bond Insurer.
SECTION 6.07 TRUST AGREEMENT. On or prior to the
issuance of the Bonds, the Issuer shall enter into a custodial
trust agreement with a bank or trust company, in regard to the
Sinking Fund (including all accounts therein) and the Renewal and
Replacement Fund, in substantially such form as shall be
determined by subsequent resolution of the Board.
SECTION 6.08 REPEAL OF INCONSISTENT RESOLUTIONS. All
resolutions or parts thereof in conflict with this Resolution are
hereby repealed to the extent of such conflict.
SECTION 6.09 EFFECTIVE DATE. This Resolution shall
take effect immediately upon its adoption.
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3247/MON60003/AAO
PASSED AND ADOPTED by the Board of County Commissioners
of Monroe County, Florida, acting as the governing body of the
Monroe County Municipal Service District, at a regular meeting of
the Board held on March 1~, 1991.
[SEAL]
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
------ . - --." .. '>.,- ~ - -_. It
\.U . t.~.J ~... t..-. ""'-- '-- .....-~ . '(-
Mayor
ATrrEST: DANNY L. XOLHAGE, Clerk
~~~.~.~L
C. erk
Approved as to Form and Legal
Sufficiency
By
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