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Resolution 348-1991 .. RESOLUTION NO. 348-1991 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, AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF ADDITIONAL CRIMINAL JUSTICE FACILITIES IN MONROE COUNTY, FLORIDA; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $40,000,000 SALES TAX REVENUE BONDS, SERIES 1991, OF THE COUNTY TO FINANCE THE COST THEREOF; PROVIDING FOR THE PAYMENT OF SUCH BONDS FROM THE PORTION OF THE ONE CENT LOCAL GOVERNMENT INFRASTRUCTURE SURTAX PROCEEDS DISTRIBUTABLE TO THE COUNTY; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE." DULY ADOPTED ON MARCH 27, NECESSARY FOR ISSUANCE INSURANCE POLICY FOR THE EFFECTIVE DATE. 1990, BY MAKING CHANGES OF A MUNICIPAL BOND BONDS; AND PROVIDING AN BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to Section 212.055(2), Florida Statutes, 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 27, 1990, duly adopted a resolution entitled: "A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF ADDITIONAL CRIMINAL JUSTICE FACILITIES IN MONROE COUNTY, FLORIDA; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $40,000,000 SALES TAX REVENUE BONDS, SERIES 1991, OF THE COUNTY TO FINANCE THE COST THEREOF; PROVIDING FOR THE PAYMENT OF SUCH BONDS FROM THE PORTION OF THE .~,~ ONE CENT LOCAL GOVERNMENT SURTAX PROCEEDS DISTRIBUTABLE MAKING CERTAIN COVENANTS AND CONNECTION THEREWITH; AND EFFECTIVE DATE." INFRASTRUCTURE TO THE COUNTY; AGREEMENTS IN PROVIDING AN and subsequently "Resolution) . amended the same (collectively, the B. It is necessary and desirable to amend the Resolution by making changes necessary for issuance of a municipal bond insurance policy for the Bonds. SECTION 3. AMENDMENTS TO RESOLUTION. The Resolution is amended in the following manner. A. Section 1.02E of the Resolution is hereby amended to read as follows: "'Authorized Investments' shall mean any of the following if and to the extent the same are at the time legal for investment of county funds: (1) Government Obligations which are held in a custody or trust account by a bank or savings and loan association which is either (a) a 'qualified public depository' under the laws of the State of Florida or (b) has capital, surplus and undivided profits of not less than $50,000,000, and which is a member of the Federal Deposit Insurance Corporation ('FDIC'); (2) bonds, debentures, notes or other evidences of indebtedness issued or guaranteed 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 and such obligations are backed by the full faith and credit of the United States of America: Government National Mortgage Association; (3) bonds, debentures, and notes or other evidence of indebtedness issued or guaranteed by any of the following non- full faith and credit United States government agencies (stripped securities are only permitted if they have been stripped by the agency itself): Federal Home Loan Bank System (senior debt obligations); Federal Home Loan Mortgage Corporation (participation certificates or senior debt obligations); and Student Loan Marketing Association (senior debt obligations); (4) interest in any commercial bank member of FDIC and is laws of the State of insured by FDIC; bearing time deposits or savings accounts or savings and loan association which is a a 'qualified public depository' under the Florida, provided such deposits are fully 2 3247/MON59006/AC7 (5) 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, is a 'qualified public depository' under the laws of the state of Florida and is rated 'A' or better by standard & Poor's Corporation ('S&P') and Moody's Investors Service ('Moody's'); 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 rated 'A' or better by both S&P and Moody's, and which are primary dealers on the Federal Reserve reporting dealer list; provided, that (a) 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 of at least (i) 104%, of the value (principal plus accrued interest) of such agreement or contract for collateral securities described in (1) above and (ii) 105% of the value (principal plus accrued interest) of such agreement or contract for collateral securities described in (2) above; (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; or (6) the Local Government Surplus Funds Trust Fund as described in Section 218.405, Florida Statutes." B. Section 1.02K of the Resolution is hereby amended to read as follows: "'Bond Year' shall mean the one year period beginning on April 1 of each year and ending on the succeeding April 2." C. Section 1.02R of the Resolution is hereby amended to read as follows: "'Government Obligations' shall mean direct obligations of (including obligations issued or held in book-entry form on the books of the Department of the Treasury), or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America." 3 3247/MON59006/AC7 D. A new Section 1.02V is hereby added to read as follows. The remaining subsections are renumbered accordingly. "'Non-Ad valorem Revenues' shall mean, for purposes of the test for the issuance of additional debt obligations, all of the revenues of the Issuer derived from sources other than ad valorem taxation, other than enterprise fund revenues, subject to any prior liens or encumbrances on all or any specified portion thereof, whether now existing or hereafter created. The term 'Non-Ad Valorem Revenues' for purposes of the covenant to budget and appropriate for deficiencies in the Reserve Account, shall mean all of the revenues of the Issuer derived from sources other than ad valorem taxation, other than enterprise fund revenues, legally available to fund deficiencies in the Reserve Account, subject to any prior liens or encumbrances on any portions thereof, whether now existing or hereafter created." E. Section 2.02 of the Resolution is hereby amended to read as follows. The title of the Resolution is hereby amended to reflect the increased authorized amount of bonds. "SECTION 2.02 AUTHORIZATION OF BONDS. Subject and pursuant to the provisions of this Resolution, obligations of the Issuer to be known as 'Sales Tax Revenue Bonds, Series 1991,' are hereby authorized to be issued in the aggregate principal amount of not exceeding $43,500,000." F. 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, shall contain such other series designations if the Bonds are issued in installments and shall mature on such dates and in such years (not exceeding 15 years from the date of levy of the Sales Tax, the final maturity at least 6 months prior to termination of the Sales Tax) and in such amounts; all as shall be fixed by subsequent resolution or resolutions of the Board adopted at or prior to the sale of the applicable series of the Bonds. The Bonds shall be issued in fully registered form without coupons; shall be issued as CUrrent Interest paying Bonds or as Capital Appreciation Bonds, and as Serial Bonds or Term Bonds, or a combination thereof; shall be payable with respect to both principal and interest at such bank or banks to be determined by the Issuer prior to the delivery of the Bonds; shall be payable in lawful money of the United States of America; and shall bear interest from their date or dates, payable by mail to the Registered Owners at their addresses as they appear on the registration books. If Term Bonds are issued, Amortization 4 3Z47/MON59006/AC7 ,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." G. Section 4.02D 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 from the first available Pledged Funds after making the payments required above. 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 both S&P and Moody's, or (2) a letter of credit issued by any bank or national 5 3247/MON59006/AC7 'banking association insured by FDIC whose own debt securities are rated 'AA,' 'Aa' or the equivalent or better by both 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 unconditional 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 specified by the Act. 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. 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 immediate notice of the same to the insurer. 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." H. A new Section 4.021 is hereby added to read as follows: "I. COVENANT TO BUDGET AND APPROPRIATE. Until the Bonds are paid or deemed paid pursuant to the provisions of this Resolution, the Issuer hereby covenants (1) to budget and appropriate in each Fiscal Year from Non-Ad Valorem Revenues, sufficient money to fund any deficiency in the Reserve Account existing on the first day of each Fiscal Year in the event Pledged Funds are insufficient for such purpose, and (2) from such appropriated funds to deposit into the Reserve Account, the amount of any actual deficiency. Such covenant on the part of the Issuer to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non-Ad Valorem Revenues in amounts sufficient to make such required deposit shall have been budgeted, appropriated and actually deposited. Notwithstanding the foregoing covenant of 6 3247/MON59008/AC7 , the Issuer, the Issuer does not covenant to maintain any services or programs, now provided or maintained by the Issuer, which generate Non-Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Revenues, nor does it preclude the Issuer from hereafter pledging its Non-Ad Valorem Revenues, except as otherwise provided herein with respect to subsequent covenants or pledges, nor does it require the Issuer to levy and collect any particular Non-Ad Valorem Revenues. Furthermore, such covenant is subject to the payment of obligations previously issued by the Issuer, secured by a pledge of and lien upon any Non-Ad Valorem Funds. However, such covenant to budget and appropriate shall be subject in all respects to the restrictions of Section 129.07, Florida statutes (which provides that the governing body of each county make appropriations for each fiscal year which, in anyone year, shall not exceed the amount to be received from taxation or other revenue sources); and to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Issuer, or which are legally mandated by applicable law." I. Section 5.06 of the Resolution is hereby amended to read as follows: "ISSUANCE OF ADDITIONAL OBLIGATIONS. 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 as to lien on and source and security for payment from the Pledged Funds. Consequently, no Additional parity Bonds, or Bonds payable from the Pledged Funds prior to the Bonds, shall be issued. Furthermore, no additional obligations of the Issuer to be secured by all or any portion of the Non-Ad Valorem Revenues 'Specific Lien Debt') or a covenant to budget and appropriate from Non Ad-Valorem Revenues ('Budget Covenant Debt' and collectively with Specific Lien Debt, 'Non-Ad Valorem Debt') shall be issued unless the following conditions are met: (1) The average of the total Non-Ad Valorem Revenues in the preceding 2 Fiscal Years must equal or exceed 2 times the maximum annual debt service on all outstanding and proposed Non- Ad Valorem Debt. (2) The total Non-Ad Valorem Revenues for the preceding Fiscal Year, less (a) the debt service on outstanding and proposed Specific Lien Debt for the next Fiscal Year, and (b) the Non-Ad Valorem Revenue Share of Essential Services Expenditures, must be at least 1.1 times the maximum annual debt service on all outstanding and proposed Budget Covenant Debt. 7 3247/MON59006/AC7 The term 'Non-Ad Valorem Revenue Share of Essential Services Expenditures' shall be determined by multiplying the total cost of Essential Services for the preceding Fiscal Year by a fraction, the numerator of which is the total Non-Ad valorem Revenues for the preceding Fiscal Year and the denominator of which is total revenues for the preceding Fiscal Year. The term 'Essential Services' shall include the total expenditures by the Issuer for public safety and general governmental purposes as reported in the annual audited financial statements of the Issuer, or, if such audited financial statements are unavailable, in other financial records of the Issuer." J. Section 6.01 of the Resolution is hereby amended to read as follows: "SECTION 6.01 MODIFICATION OR AMENDMENT. No adverse material modification or amendment of this'Resolution or of any ordinance or resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the Holders of 51% or more in aggregate principal amount of all the Bonds so affected by such modification or amendment; provided, however, that no modification or amendment shall permit a change in the maturity of the Bonds or a reduction in the rate of interest thereon, or in the amount of principal obligation thereof, or affect the promise of the Issuer to pay the principal of and interest on the Bonds as the same shall become due from the Pledged Funds, or reduce the percentage of the Holders of the Bonds required to consent to any adverse material modification or amendment hereof without the consent of the Holders of all Bonds; provided further, however, that the Issuer may at any time amend this Resolution to provide for the issuance or exchange of Bonds in coupon form, if and to the extent that doing so will not affect the tax exempt status of the interest on the Bonds. If the Bonds then outstanding are insured by a Bond Insurance Policy, 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 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. 8 3Z47/MON59006/AC7 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. Passed and adopted by of Monroe County, Florida, at October 8, 1991. the Board of County Commissioners a special meeting of the Board on (SEAL) ATTEST :DANNY La. ICOUIAGE, Clerk MONROE COUNTY, FLORIDA By .\.t.:)..t\~"'~ '"-~~ Mayor, Board of County Commissioners ,.., 9 3247/MON59006/AC7