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Resolution 133-1991 .. RESOLUTION NO. 133-1991 A RESOLUTION AMENDING A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, ENTITLED: "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." DULY ADOPTED ON MARCH 12, 1991, BY PROVIDING ADDITIONAL REFERENCES TO THE ASSESSMENT ORDINANCE, REVISING CERTAIN FINDINGS OF THE BOARD, CHANGING THE REDEMPTION DATE FOR THE REFUNDED BONDS, REQUIRING THE DEPOSIT OF CERTAIN BOND PROCEEDS INTO THE RENEWAL AND REPLACEMENT FUND, MAKING CERTAIN CHANGES REGARDING THE BOND AMORTIZATION ACCOUNT AND THE RESERVE ACCOUNT, CHANGING THE TEST PERIOD AND COVERAGE FOR THE ADDITIONAL BOND PROVISIONS, AND MAKING CERTAIN OTHER CHANGES REQUESTED BY DISTRICT STAFF, THE FINANCIAL ADVISOR TO THE DISTRICT AND THE MUNICIPAL BOND INSURER; AND PROVIDING ~~ 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: SECTION 1. 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 2. FINDINGS, determined and declared that: It is hereby ascertained, A. The Board of County Commissioners of Monroe County, Florida (the "Governing Body"), on March 12, 1991, duly adopted a resolution entitled: "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." (the "Resolution). B. It is necessary and desirable to amend the Resolution by providing additional references to the assessment ordinance, revising certain findings of the Board, changing the redemption date for the refunded bonds, requiring the deposit of certain bond proceeds into the Renewal and Replacement Fund, making certain changes regarding the Bond Amortization Account and the Reserve Account, changing the test period and coverage for the additional bonds provisions and making certain other changes requested by District staff, the financial advisor to the District and the municipal bond insurer. SECTION 3. AMENDMENTS TO RESOLUTION. The Resolution is amended in the following manner. A. Section 1.02 of the Resolution is hereby amended to read as follows: "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' shall mean the independent certified public accountant or firm of certified public accountants at the time employed by the Issuer under the provisions of this Resolution to perform and carry out the duties imposed on the Accountant by this Resolution. 2 3Z47/MON60003/AA4 'Act' shall mean Chapter 125, Florida statutes, Chapter 8, Articles I, II and III ~f the Monroe County Code, and other applicable provisions of law. 'Additional parity obligations of the Issuer which Funds and rank equally in all issued hereunder. Bonds' shall mean additional have an equal lien on the Pledged respects with the Bonds initially '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; all in accordance with the provisions of the Assessment Ordinance. 'Assessment Ordinance' shall mean Ordinance No. 033-1989 of the Board, as amended. '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 ) indebtedness other like subsequently sponsored by Bank System, bonds, debentures, notes or other evidences of issued by any of the following agencies or such governmental or government-sponsored agencies created, so long as such agencies are owned or the United States of America: Federal Home Loan Government National Mortgage Association, Student 3 3247/MON60003/AA4 Loan Marketing Association and 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; Federal Home Loan Mortgage (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. '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 4 3247/MON60003/AA4 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 Series 1991, herein authorized Additional Parity Bonds. the to 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. 5 3247/MON60003/AA4 'Current Int~rest 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 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 Amounts 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 facilities owned and operated the disposal of solid waste Issuer. mean the solid waste disposal by or on behalf of the Issuer for collected within the area of the '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 6 3247/MON60003/AA4 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 curren~ 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 Operations and Maintenance Agreement dated August 1, 1990, or any other Issuer and another Operator with maintenance of the Facilities. Contract' shall mean the between the Issuer and WMF, similar contract between the respect to operation and '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 franchisee 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. 7 3247/MON60003/AA4 '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 Bonds which shall be stated to mature on one date and which shall be subject to mandatory redemption by operation of the Bond Amortization Account or otherwise designated as such by resolution of the Board adopted prior to the delivery thereof." B. Section 1.03A of the Resolution is hereby amended to read as follows: "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 the option of the Issuer, through the issuance of the Bonds herein authorized. The refunding program herein described will be advantageous to the Issuer by achieving savings as a result of favorable conditions in the municipal bond market." C. Section 1.03E of the Resolution is hereby amended to read as follows: "E. The Pledged Funds are not now pledged or encumbered in any manner except to the payment of the (1) Refunded Bonds and (2) Special Obligation Note, Series 1989, dated December 27, 1989, of the Issuer, which is secured by a lien upon the Pledged 8 3247/MON60003/AA4 Funds junior, subordinate and inferior to the lien thereon in favor of the holders of the Refunded Bonds." D. Section 1.03 of the Resolution is hereby amended by adding the following additional Section 1.03H: "H. The Board has, by resolution adopted prior to January 1, 1991, elected to utilize the statutory procedures contained in Section 197.3632, Florida Statutes, with respect to collection of the Assessments for the ensuing Fiscal Year." E. Section 2.03 of the Resolution is hereby amended to read as follows: "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 Issuer shall furnish the Bond Insurer notice of the resignation or removal of the paying agent, and the appointment of a successor paying agent. 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, a~ 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 ~n book-entry 9 3Z47/MON60003/AA4 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." F. The bond form in Section 2.10 of the Resolution is hereby amended to read as follows: " 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 1 in each year (or if any such date is not a day, then on the next business day thereafter), by check mailed to the Registered Owner at his address as it and business or draft 10 3247/MON60003/AA4 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 (the 'Board'), 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 certain solid waste disposal facilities within the District, and the furnishing of solid waste disposal services by the District, including interest on the special assessments; all in accordance with the provisions of Ordinance No. 033-1989 of the Board, as amended; 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 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 11 3247/HON60003/AA4 SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THIS SIDE. I ) 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 c.over 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 Commissioners of Monroe County, Florida, and its corporate seal to be impressed, imprinted or otherwise reproduced hereon and 12 3247/MON60003/AA4 attested and countersigned by the Clerk of the Board, all as of 1, 1991. MONROE COUNTY MUNICIPAL SERVICE DISTRICT, MONROE COUNTY, FLORIDA (SEAL) By Mayor, Board of County Commis- sioners of Monroe County, Florida, acting as the governing body of the Monroe County Municipal Service District ATTESTED AND COUNTERSIGNED: Clerk, Board of County Commis- sioners of Monroe County, Florida, acting as the governing body of the Monroe County Municipal Service District 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 13 3247/HON60003/AA4 The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full a~cording 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. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and 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 with full power of constitute and as his agent to on the books kept for registration thereof, substitution in 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)" 14 3247/MON60003/AA4 G. Section 3.01 of the Resolution is hereby amended to read as follows: "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 4.030 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. 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 3.010. 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. IS 3247/MON60003/AA4 E. The remqining proceeds shall be deposited into the Renewal used for capital expenditures as hereof. of the sale of the Bonds and Replacement Fund and be permitted by Section 4.03G F. 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." H. The first paragraph of Section 4.02 of the Resolution is hereby amended to read as follows: "SECTION 4.02 CREATION OF FUNDS AND ACCOUNTS. The following Funds and Accounts are hereby created and established: the Revenue Fund, the Sinking Fund (including the Reserve Account and the Bond Amortization Account therein), the Operation and Maintenance Fund and the Renewal and Replacement Fund." I. Section 4.03C of the Resolution is hereby amended to read as follows: "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. Upon the sale of any Term Bonds, the Issuer shall, by resolution of the Board, establish the amounts and maturities of such Amortization Installments, and if there shall be more than one maturity of Term Bonds, the Amortization Installments for the Term Bonds of each maturity. Credit shall be allowed against the total interest, Amortization Installment and principal due on the next interest and principal payment dates, respectively, for any other funds on hand and available for such purposes in the Sinking Fund and Bond Amortization Account." J. Section 4.030 of the Resolution is hereby amended to read as follows: "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 16 3247/MOH60003/AA4 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, Fitch Investors Service, Inc., New York, New York, 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 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 purposes of (1) 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, or (2) payment of the Bonds upon final maturity or redemption prior to maturity, as the case may be. 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 17 3247/MON60003/AA4 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." K. Section 4.03J of the Resolution is hereby amended to read as follows: "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 Renewal and Replacement Fund and the Reserve Account) shall be deposited into the Revenue 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 Revenue Fund on the next business day following the receipt thereof. Income received from the investment of money on deposit in the Renewal and Replacement Fund shall remain on deposit therein." L. Section 4.03K of the Resolution is hereby amended to read as follows: "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 recommended by the Monroe County Administrator and approved by the Board. The Issuer shall pay from the Sinking Fund all expenses in connection with such purchase or redemption." M. Section 5.02 of the Resolution is hereby amended to read as follows: 18 3247/HON60003/AA4 "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 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." N. Section 5.03 of the Resolution is hereby amended to read as follows: "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 110% of the Maximum Bond Service Requirement on the Bonds and on all outstanding Additional parity Bonds, 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." O. Section 5.10 of the Resolution is hereby amended to read as follows: "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, tben the Board 19 3247/HON60003/AA4 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 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 to furnish at the expense of any Bondholder requesting the same, 60 days after the due date of each Assessment, a list of all delinquent Assessments, 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 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." P. Section 5.18 of the Resolution is hereby amended to read as follows: "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 (a) the 20 3247/MON60003/AA4 preceding Fiscal Year. or (b) 12 consecutive months out of the 18 month period immediately preceding the date of sale of the proposed Additional Parity Bonds (the 'Test Period'); (2) setting forth the amount of the Net Pledged Funds received by the Issuer for the Test Period; and (3) stating that the Net Pledged Funds for such period are at least equal to 1.10 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 the Test Period may be adjusted, upon the recommendation of the Consulting Engineers, to reflect for the Test Period and the period from the end of the Test Period to the date of sale of the proposed Additional Parity Bonds, changes made in the rates or other charges of the Assessments during the Test Period and the period from the end of the Test Period to the date of sale of the proposed Additional Parity Bonds, as if such changes were in effect for the entire Test Period. 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 and obligations required to have provided hereunder, required. Issuer shall not be in breach assumed hereunder, and all been made into the Funds shall have been made to of the covenants payments herein and Accounts, as the full extent E. The Issuer shall not requirements of paragraph A above parity Bonds issued for the sole of the outstanding Bonds. be required to comply with the with respect to any Additional purpose of refunding a portion F. The Issuer shall furnish the Bond Insurer a copy of the disclosure document, if any, disseminated in connection with the marketing and sale of the Additional parity Bonds." Q. Section 5.21B of the Resolution is hereby amended to read as follows: "B. Capital appreciation Refunded Bonds: The capital appreciation Refunded Bonds maturing on October 1 in the years 1996 through 2002, both inclusive, are hereby called for redemption on October 1, 1995, at a price of the accreted value thereof, plus a premium equal to 5% 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: 21 3247/HON60003/AA4 NOTICE OF REDEMPTION MONROE COUNTY MUNICIPAL SERVICE DISTRICT MONROE COUNTY, FLORIDA REFUNDING IMPROVEMENT BONDS, SERIES 1985 MATURING IN THE YEARS 1996 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 1996 through 2002, both inclusive, yielding interest to maturity and bearing CUSIP numbers as follows: , in the aggregate maturity amount of $ , and which are redeemable on October 1, 1995, at the accreted value of each bond to be redeemed, plus a premium equal to 5% of the accreted value thereof, will be redeemed on October 1,1995. Payment of the made on such October 1, Barnett Banks Trust Jacksonville, Florida, surrender thereof. redemption price 1995, 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 , 1995. MONROE COUNTY MUNICIPAL SERVICE DISTRICT, MONROE COUNTY, FLORIDA By Monroe County Administrator" SECTION 4. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the provisions contained in this resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such provisions shall be null and void and shall be deemed separable from the remaining provisions, and shall in no way affect the validity of any of the other provisions hereof. SECTION 5. REPEALING CLAUSE. All resolutions or parts thereof of the Governing Body in conflict with the provisions contained in this resolution are, to the extent of such conflict, hereby superseded and repealed. SECTION 6. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. 22 3247/MON60003/AA4 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 special meeting of the Board held on April 10, 1991. [SEAL] BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA . ... ~- ~ . tr. ~J" "".. . - ~ ~... - ~. - \ Mayor ATTEST :DANNY L. ~OLHAGE, Clerk ~~~~..t1~ C er r Approved as to Form and Legal ::ffiCie~ ~ County Attorney 23 3247/HON60003/AA4