HomeMy WebLinkAbout1988-013SWDD Solid Waste Disposal District
$ 11 , 000 , 000 Rev . - Bonds ,
Series & Res . # 81 - 13 1988
RESOLUTION NO . 88 - 13
A RESOLUTION PROVIDING FOR THE ACQUISITION AND
CONSTRUCTION OF A SOLID WASTE DISPOSAL PROJECT
OF THE INDIAN RIVER COUNTY , FLORIDA SOLID WASTE
DISPOSAL DISTRICT ; PROVIDING FOR THE ISSUANCE
OF NOT EXCEEDING $ 11 , 000 , 000 SOLID WASTE
DISPOSAL SYSTEM REVENUE BONDS , SERIES 1988 , OF
SUCH DISTRICT TO PAY THE COST OF SAID PROJECT ;
PROVIDING FOR THE RIGHTS OF THE REGISTERED
OWNERS OF SAID BONDS ; PROVIDING FOR THE PAYMENT
THEREOF ; MAKING CERTAIN OTHER COVENANTS AND
AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF
SAID BONDS ; AND PROVIDING AN EFFECTIVE DATE .
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
INDIAN RIVER COUNTY , FLORIDA ACTING AS THE GOVERNING BODY OF THE
INDIAN RIVER COUNTY , FLORIDA SOLID WASTE DISPOSAL DISTRICT :
SECTION 1 . AUTHORITY FOR THIS RESOLUTION . This
resolution is adopted pursuant to Chapter 125 , Florida Statutes
( 1987 ) , County Ordinance No . 87 - 67 , enacted December 22 , 1987 , and
other applicable provisions of law .
SECTION 2 . DEFINITIONS . The following terms shall have
the following meanings in this Resolution , unless the context
otherwise clearly requires :
A . 111988 Project " shall mean the project , the
acquisition and construction of which is hereby authorized .
Be " Act " shall mean Chapter 125 , Florida Statutes
( 1987 ) , County Ordinance No . 87 - 67 , enacted December 22 , 1987 , and
other applicable provisions of law .
C . " Additional Parity Bonds " shall mean additional bonds
issued in compliance with the terms , conditions and limitations
contained herein which have an equal lien on the Pledged Funds , as
herein defined , and rank equally in all respects with all other
Bonds issued hereunder as to lien and security for payment .
D . " Authorized Investments " shall mean those
investments specified in Section 125 . 311 Florida Statutes ( 1987 ) ,
as amended .
E . " Board " shall mean the Board of County Commissioners
of Indian River County , Florida acting as the governing body of the
District .
F . " Bonds " shall mean the Series 1988 Bonds together
with any Additional Parity Bonds hereafter issued hereunder . .
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G . " Bond Registrar " shall mean the Bond Registrar to be
determined by subsequent resolution of the Board .
H . " Consulting Engineers " shall mean such qualified and
recognized consulting engineers , having a nationwide and favorable
reputation for skill and experience in the construction and
operation of systems such as the System at the time retained by the
District to perform the acts and carry out the duties as herein
provided for . the Consulting Engineers .
" .Cost of .Operation and Maintenance ' ! . shall mean the
current expenses , paid or accrued , of operation , maintenance and
repair of the -, System , as calculated . in accordance with sound
accounting practices , . - but shall- not include any reserves for
renewals and replacements , extraordinary repairs or any allowance
for renewals , replacements or depreciation .
J . " County " shall mean Indian River County , Florida .
- K . " District " shall ' mean Indian River County , Florida
Solid Waste Disposal District .
L . " Federal Securities " shall mean direct obligations
of , or obligations the principal of and interest on which are
unconditionally guaranteed by , the United States of America , which
are not redeemable prior to maturity at the option of the obligor .
M . " Fiscal Year " shall mean the period beginning with
and including October 1st of each year and ending with and
including the next September 30th .
N . " Gross Revenues " shall mean all special assessments ,
fees , charges and other income , including any income from the
investment of funds , unless otherwise provided herein , derived by
the District from the operation of the System .
O . " Net Revenues " of the System shall mean Gross
Revenues after deduction of the Cost of Operation and Maintenance ,
as defined herein .
P . " Paying Agent " shall mean the Paying Agent to be
determined by subsequent resolution of the Board .
Q . " Pledged Funds " shall mean the Net Revenues of the
System together with any other revenues and funds pledged in
connection with the Bonds .
R . " Record Date " shall mean the 15th day of the month
immediately preceding an interest or other applicable payment date
for the Bonds .
S . " Registered Owner " or any similar term shall mean
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any person who shall be the owner of any outstanding Bond or Bonds
as shown on the books of the District maintained by the Bond
Registrar .
T . " Series 1988 Bonds " shall mean the Solid Waste
Disposal System Revenue Bonds , Series 1988 , authorized and issued
hereunder .
U . " System " shall mean the complete solid waste
disposal system presently owned , operated and maintained by the
District and the 1988 Project , as herein defined , together with any
and all improvements , extensions and additions thereto hereafter
constructed or acquired , and any facilities hereafter made a part
of the System by resolution of the Board together with any and all
improvements , extensions and additions thereto thereafter
constructed or acquired .
Words importing singular number shall include the plural
number and vice versa and words importing persons shall include
firms and corporations or other entities and vice versa .
SECTION 3 . FINDINGS . It is hereby found and determined
as follows .
A . It is necessary and desirable to acquire and
construct the 1988 Project including , but not limited to , the
acquisition of rolling stock , the construction of a landfill and
other solid waste disposal facilities and the acquisition of land
in connection therewith , all in the District , as provided herein ,
in order to preserve and protect the public health , safety and
welfare of the inhabitants of the District .
Be It is anticipated that the Pledged Funds to be
derived from the operation of the System will not be pledged or
encumbered in any manner at the time of the issuance of the Series
1988 Bonds .
Co The estimated Pledged Funds will be sufficient to
pay all of the principal of and interest on the Series 1988 Bonds ,
as the same become due , and to make all required sinking fund ,
reserve or other payments in connection therewith .
D . It is in the best interest of the District to issue
the Series 1988 Bonds .
E . The principal of and interest on the Bonds and all
required sinking fund , reserve and other payments in connection
therewith shall be payable solely from the Pledged Funds . Neither
the District nor the County nor any municipality which joins the
District shall ever be required to levy ad valorem taxes on any
property therein to pay the principal of and interest on the Bonds
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or to make any of the required sinking fund , reserve or other
payments in connection therewith and such obligations shall not
constitute a lien upon any property of or in the District .
SECTION 4 . `AUTHORIZATION OF CONSTRUCTION AND ACQUISITION
OF = 1988 PROJECT . There is ' hereby authorized the acquisition and
construction of the 1988 Project pursuant to the reports and the
plans and specifications of the Consulting Engineers , presently on
file or to be filed with the District . The cost of the 1988
Project , in addition to the cost of the items set forth in ' the
plans and specifications , may include , but is not limited to , the
cost of the acquisition of ° any lands or interests therein or any
other properties deemed necessary or convenient therefor ;
engineering , ° 1"egal- and financing expenses , expenses for - estimates
of costs and of revenues ; expenses - - for plans , ' specifications and
surveys ; the fees of fiscal agents , financial - advisors and
consultants , administrative expenses relating solely to the
construction and acquisition of the 1988 Project ; the
capitalization of interest for a reasonable period after the
issuance of the Series 1988 Bonds ; -- the" creation and establishment
of reasonable reserves for debt service and operation and
maintenance ; the discount on the sale of the Series 1988 Bonds , and
such other costs and expenses as may be necessary or incidental to
the financing herein authorized and the construction and
acquisition of the 1988 Project and the placing of same in
operation .
SECTION 5 . RESOLUTION TO CONSTITUTE CONTRACT . In
consideration of the acceptance of the Bonds by the Registered
Owners who shall hold the same from time to time , this Resolution
shall be deemed to be and shall constitute a contract between the
District and such Registered Owners . The covenants and agreements
herein set forth to be performed by the District shall be for the
equal benefit , protection and security of the Registered Owners of
the Bonds , all of which Bonds shall be of equal rank and without
preference , priority or distinction with respect to any other
Bonds , except as expressly provided therein and herein .
SECTION 6 . AUTHORIZATION AND DESCRIPTION OF BONDS .
Subject and pursuant to the provisions of this Resolution ,
obligations of the District to be known as " Solid Waste Disposal
System Revenue Bonds , Series 1988 , " are hereby authorized to be
issued in the aggregate principal amount of not exceeding
$ 11 , 000 , 000 . The Series 1988 Bonds shall be dated as of a date to
be fixed by subsequent resolution of the District and may be
numbered consecutively from one upward or in such other manner as
agreed upon between the District and the Bond . Registrar . The Bonds
shall be issued in such denominations , shall bear interest at such
rate or rates , not exceeding the maximum rate authorized by
applicable law , payable at such times , shall mature on such dates
and in such years and in such amounts and shall have such other
terms and conditions as may be determined by subsequent resolution
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of the District adopted at or prior to the sale of the Series 1988
Bonds .
The Series 1988 Bonds shall be issued in fully registered
form without coupons ; shall be payable with respect to principal at
a principal corporate trust office of the Paying Agent , shall be
payable in lawful money of the United States of America , and shall
bear interest from their date , payable by check mailed to the
Registered Owners at their addresses as they appear on the
registration books kept by the Bond Registrar on behalf of the
District .
Notwithstanding any other provisions of this section , the
Board may , at its option , prior to the date of issuance of the
Bonds and subject to the approval of the purchasers of the 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 the Bonds issued in the
name of a nominee . As long as any Bonds are outstanding in book -
entry form , the provisions of Sections 7 , 91 10 and 11 of this
Resolution shall not be applicable to such book - entry Bonds . The
details of any alternative system of Bond issuance , as described in
this paragraph , shall be set forth in a resolution of the Board
duly adopted at or prior to the delivery of any of the Bonds .
SECTION 7 . EXECUTION AND AUTHENTICATION OF BONDS . The
Bonds shall be executed in the name of the District by the Chairman
of the Board attested by its Clerk and its corporate seal or a
facsimile thereof shall be affixed thereto or reproduced thereon .
The signatures of the Chairman and Clerk may be either manual or
facsimile signatures . 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 signatures , including that of the
authorized signatory for the Bond Registrar , appearing on the
Bonds , shall at all times be a manual signature . In case any one
or more of the officers of the Board who shall have signed or
sealed any of the Bonds shall cease to be such officer or officers
of the Board before the Bonds so signed and sealed shall have been
actually sold and delivered , such Bonds may nevertheless be sold
and delivered as if the persons who signed or sealed such Bonds had
not ceased to hold such offices . Any Bonds may be signed and
sealed on behalf of the Board by such person who 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 .
The validation certificate on the Bonds , if any , shall be
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executed with the manual or facsimile signature of the Chairman of
the Board .
SECTION 8 . NEGOTIABILITY . The Bonds issued hereunder
shall be and shall have all of the qualities and incidents of
negotiable instruments under the laws of the State of Florida ,- and
each successive holder , in accepting any of the Bonds , 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 9 . REGISTRATION . The Bond Registrar shall be
responsible for maintaining . books for the registration , transfer
. and exchange of the Bonds
-All Bonds presented for transfer , exchange , redemption or
payment ( if so required by the Board 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 Board or " the Bond Registrar , duly
executed by the Registered Owner or by his duly authorized
attorney . In the case of partial redemption of a Bond , and in lieu
of issuing a new Bond or Bonds in the aggregate principal amount
then outstanding on the Bond after such redemption , the District
may , at its option , instruct the Bond Registrar to note on the Bond
the principal amount of such redemption , the date of redemption and
the outstanding principal amount of such Bond after such
redemption , and return the Bond to the Registered Owner .
Upon surrender to the Bond Registrar for transfer or
exchange of any Bond 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 designated 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 , in an
aggregate principal amount equal to the principal amount that
remains outstanding with respect to such Bond so surrendered .
The Bond Registrar or the Board may require payment from
the Registered Owner or his transferee of a sum sufficient to cover
any tax , fee or other governmental charge that may be imposed in
connection with any transfer or exchange of the Bonds . Such
charges and expenses shall be paid before any such new Bond shall
be delivered .
Interest on the Bonds shall be paid to the Registered
Owner whose name appears on the books of the Bond Registrar as of
5 : 00 P . M . local time at the location of the Bond Registrar on the
Record Date .
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New Bonds delivered upon any transfer or exchange shall
be valid obligations of the District , evidencing the same debt as
the Bonds surrendered , shall be secured by this Resolution , and
shall be entitled to all of the security and benefits hereof to the
same extent as the Bonds surrendered .
The District 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 .
SECTION 10 . 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 be cancelled and
destroyed by the Bond Registrar , and counterparts of a certificate
of destruction evidencing such destruction shall be furnished to
the District .
SECTION 11 . BONDS MUTILATED , DESTROYED , STOLEN OR LOST .
In case any Bond shall become mutilated , or be destroyed , stolen or
lost , the District may , in its discretion , issue and deliver a new
Bond of like tenor as the Bond so mutilated , destroyed , stolen or
lost , in exchange for and cancellation of such mutilated Bond or in
lieu of and substitution for the Bond destroyed , stolen or lost ,
upon the Registered Owner furnishing the District and the Bond
Registrar proof of his ownership thereof and the loss thereof ( if
lost , stolen or destroyed ) and satisfactory indemnity and complying
with such other reasonable regulations and conditions as the Board
may prescribe and paying such expenses as the Board and the Bond
Registrar may incur . All Bonds so surrendered shall be cancelled
by the Bond Registrar . If any such Bonds shall have matured or be
about to mature , instead of issuing a substitute Bond , the District
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 , additional , contractual obligations on
the part of the District 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 on and source and security for payment from the
funds , as hereinafter pledged , to the same extent as all other
Bonds issued hereunder .
SECTION 12 . PROVISIONS FOR REDEMPTION . The Bonds or any
portions thereof shall be subject to redemption prior to their
respective stated dates of maturity , at the option of the District ,
at such times and in such manner as shall be determined by
subsequent resolution adopted prior to the sale thereof .
Notice of such redemption shall , not more than forty - five
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( 45 ) days and not less than thirty ( 30 ) days prior to the
redemption date , ( i ) be filed with the Bond Registrar and Paying
Agent , and ( ii ) be mailed , postage prepaid , 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 forty - five ( 45 )
days prior to the date fixed - for redemption . 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 so called for
redemption shall be suspended commencing 45 days preceding the date
fixed for redemption .
SECTION 13 . FORM OF BONDS . The text of the Bonds , the
validation certificate thereon and - the certificate of ,
authentication thereon shallfbe ' in substantially the following
form , with such omissions , insertions and variations as may be
necessary and/ or desirable and authorized or permitted by this
Resolution or any subsequent resolution adopted prior to the
issuance thereof , or as may be necessary to comply with applicable
laws , rules and regulations of the United States and the State of
Florida in effect upon the issuance thereof .
No . R - $
UNITED STATES OF AMERICA
STATE OF FLORIDA
INDIAN RIVER COUNTY
SOLID WASTE DISPOSAL DISTRICT
SOLID WASTE DISPOSAL SYSTEM REVENUE BOND , SERIES 1988
RATE OF INTEREST MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP
REGISTERED OWNER :
PRINCIPAL AMOUNT :
KNOW ALL MEN BY THESE PRESENTS , that INDIAN RIVER
COUNTY , FLORIDA SOLID WASTE DISPOSAL DISTRICT ( the " District " ) , for
value received , hereby promises to pay to the Registered Owner
named above , or registered assigns , solely from the Pledged Funds ,
hereinafter defined , on the Maturity Date specified above , the
Principal Amount specified above and to pay , solely from such
Pledged Funds , interest on this Solid Waste Disposal System Revenue
Bond , Series 1988 ( the " Bond " ) , from the Date of Original Issue
specified above , or from the most recent interest payment date to
which interest has been paid , as applicable , at the Rate of
Interest specified above , per annum , such interest being payable
initially on 198 _ and semi - annually thereafter on
each and until the Principal Amount
hereof is paid in full . The Principal Amount hereof shall be
payable , upon presentation and surrender hereof , on or after the
Maturity Date or date of earlier redemption , at a principal
corporate trust office of Florida , as Paying
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Agent and Bond Registrar . The interest hereon shall be paid , when
due , by check mailed to the Registered Owner at his address as the
same appear at 5 : 00 P . M . local time at the location of the Bond
Registrar on the fifteenth ( 15th ) day of the month immediately
preceding the applicable interest payment date on the registration
books kept by the Bond Registrar on behalf of the District . 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 the revenue bonds authorized by the
District under the authority of and in full compliance with the
Constitution and laws of the State of Florida , including
particularly Chapter 125 , Florida Statutes ( 1987 ) , Ordinance No .
87 - 67 of Indian River County , Florida ( the " County " ) and Resolution
No . of the District , all as amended and supplemented ,
and other applicable provisions of law . The above - referenced
resolution as amended and supplemented from time to time is
hereinafter referred to as the " Resolution " . This Bond is subject
to all the terms and conditions of the Resolution .
This Bond is one of the revenue bonds designated as
Solid Waste Disposal System Revenue Bonds , Series 1988 , all of like
date and tenor , except as to numbers , denominations , dates of
maturity , rates of interest and provisions for redemption , in the
aggregate principal amount of Dollars ( $ )
( the " Bonds " ) . The proceeds of the Bonds will , inter alia , be used
to pay the cost of the acquisition and construction of the 1988
Project as defined in the Resolution including without limitation a
landfill and other solid waste disposal facilities in the District
and the acquisition of land in connection therewith , and be used to
pay certain costs and expenses relating to issuance of the Bonds .
This Bond and the interest due hereon are payable solely
from and are secured solely by a first lien upon and pledge of the
proceeds of certain special assessments , fees , charges and other
income derived by the District from the operation of the System , as
defined in the Resolution , and certain funds and accounts pledged
for the payment of the principal of , interest and premium , if any ,
on the Bonds and certain earnings thereon , all as provided in the
Resolution ( the " Pledged Funds " ) . This Bond does not constitute an
indebtedness of the District , the County or any municipality which
joins the District 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 exercise of the ad valorem taxing power of
the District , the County or any . municipality which joins the
District for the payment of the principal of , interest or premium ,
if any , on this Bond or the making of any other payments specified
by the Resolution . It is further agreed between the District and
the Registered Owner of this Bond that this Bond and the
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indebtedness evidenced hereby shall constitute a lien upon only the
Pledged Funds in the manner 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 kept by
the Bond Registrar , on behalf of the District , upon surrender
hereof, - at the principal corporate trust office of the Bond '
Registrar with an assignment duly executed by the Registered Owner
or his duly authorized attorney-, but_. onlyin the manner , subject to
the limitations and " upon payment of ' a Sum .' suffic' ient to cover any
tax , fee or governmental charge that may be imposed in connection
with .such transfer , ,_ all . , as - .provided in the Resolution . , .- Upon such
transfer , there shall be executed in the name of the transferee ,
and the Bond Registrar shall deliver , as early as practicable , a
new fully registered bond or bonds of authorized denominations in
the same aggregate principal amount , series , maturity and interest
rate as this Bond .
In like manner , subject to said conditions and upon
payment of any such sum , this Bond may be surrendered at said
office of the Bond Registrar in exchange for an equal aggregate
principal amount of new fully registered bonds of authorized
denominations in the same series , 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 Constitution and laws of the State of Florida
applicable thereto .
This Bond is and has all the qualities and incidents of a
negotiable instrument under the laws of the State of Florida .
[ Insert redemption provisions ]
Notice of such . redemption shall be given in the manner
provided in the Resolution .
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 Indian River County , Florida ,
Solid Waste Disposal District has issued this Bond and has caused
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the same to be executed by the Chairman of the Board of County
Commissioners of the County and attested by the Clerk of the Board ,
either manually or with their facsimile signatures , and its
corporate seal , or a facsimile thereof , to be affixed , impressed ,
imprinted or otherwise reproduced hereon , all as of the day
of , 198 _ .
( SEAL ) INDIAN RIVER COUNTY , FLORIDA
SOLID WASTE DISPOSAL DISTRICT
By
Chairman , Board of County
Commissioners , Indian River
County , Florida
ATTEST :
Ex - Officio Clerk , Board of County
Commissioners , Indian River County ,
Florida
CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR
This Bond is one of the within - defined Bonds .
As Bond Registrar
By
Authorized Signature
Date of Authentication
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VALIDATION CERTIFICATE
This Bond is one of the bonds which were validated and
confirmed by judgment of the Circuit Court of the Nineteenth
Judicial Circuit of Florida in and for Indian River County ,
Florida , rendered on , 198 _ .
Chairman , Board of County
Commissioners of . Indian
,- River County , Florida
The following abbreviations , when used in the inscription
on the face of this Bond , shall be construed as though they were
written out in full according to applicable laws or regulations :
TEN COM - as tenants in UNIF GIF MIN ACT -
common ( Cust . )
TEN ENT - as tenants by the Custodian for
entireties ( Minor )
JT TEN - as joint tenants with under Uniform Gifts to Minors
right of survivorship 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
( Name and address of Assignee )
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
this Bond and does hereby irrevocably constitute and appoint
as his agent to transfer this Bond on the books kept
for registration hereof , with full power of substitution in the
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premises .
( Signature of Transferor )
( Signature of Transferor )
Date .
Signature guaranteed .
( Name of Bank , Trust Company
or Firm )
By •
. Title : NOTICE : No transfer will be
registered and no new Bond
NOTICE . Signature ( s ) must be will be issued in the name of
guaranteed by a member of a the Transferee , unless the
major stock exchange or a signature ( s ) to this assign -
assignment or a commercial bank ment corresponds with the name
or trust company . of the Registered Owner as it
appears upon the face of
this Bond in every particular ,
without alteration , enlarge -
ment or any change whatsoever
and the full address and
Social Security or Federal
Employer Identification Number
of the Transferee is supplied .
PARTIAL REDEMPTION PAYMENTS
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t
Authorized
Officer of
Principal Balance of Bond
Payment Date Amount Paid Principal Unpaid Registrar
SECTION 14 . BONDS NOT GENERAL OBLIGATIONS . The Bonds
shall not be or constitute general or moral obligations or a pledge
of the faith , credit or taxing power of the District , the County ,
the State of Florida or any political subdivision thereof or an
indebtedness of any of them as " bonds " within the meaning of the
Constitution of the State of Florida , but shall be special
obligations of the District payable solely from and secured solely
by a lien upon and a pledge of the Pledged Funds . No Registered
Owner shall ever have the right to compel the exercise of the ad
valorem taxing power of the District , the County , the State of
. Florida or any political subdivision thereof , or taxation in any
form of any real property therein , to pay the Bonds or the interest
thereon , or be entitled to payment of such principal and interest
from any funds of the District other than the Pledged Funds .
SECTION 15 . SECURITY FOR BONDS . The payment of the
principal of , premium , if any , and interest on the Bonds shall be
secured forthwith equally and ratably by a pledge of and a first
lien upon the Pledged Funds . The District does hereby irrevocably
pledge the Pledged Funds to the payment of the principal of ,
premium , if any , and interest on the Bonds .
SECTION 16 . COVENANTS OF THE DISTRICT . For so long as
any of the principal of and interest on any of the Bonds shall be
• outstanding and unpaid , or until there shall have been set apart in
the Sinking Fund hereinafter created , a sum sufficient to pay ,
when due , the entire principal amount of the Bonds remaining
unpaid , together with interest accrued and interest to accrue
thereon through such payment date or until the provisions of
Section 20 hereof have been satisfied , the District covenants with
the holders of the Bonds issued pursuant to this Resolution that :
A . REVENUE FUND . The entire Gross Revenues shall upon
receipt thereof be deposited in the " Solid Waste Disposal System
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Revenue Fund " ( herein the " Revenue Fund " ) , which is hereby created
and established .
Be DISPOSITION OF REVENUES . All Gross Revenues on
deposit in the Revenue Fund shall be disposed of by the District
as needed or as required herein only in the following manner and in
the following order of priority :
( 1 ) First , deposit into a fund to be known as the " Solid
Waste Disposal System Operating Account " ( herein the " Operating
Account " ) , which is hereby established and created , such sums as
will permit the District to pay , as the same shall become due and
payable , the cost of operating and maintaining the System during
the current Fiscal Year in accordance with the budget to be
adopted as hereinafter provided . There may initially be deposited
into a subaccount in the Operating Account , to be known as the
" Initial Operating Subaccount " which is hereby created and
established , from the proceeds derived from the sale of the Series
1988 Bonds or other available funds of the District , an amount to
be specified by subsequent resolution of the District . Moneys on
deposit in the Initial Operating Subaccount shall be used for the
payment of initial operating and administrative costs of the System
during the first full year following the delivery of the Series
1988 Bonds to the extent that Gross Revenues are insufficient for
such purposes . Any moneys remaining in the Initial Operating
Subaccount at the end of the first full year following the delivery
of the Series 1988 Bonds , which shall not have been used for the
purposes set forth above , shall be deposited into the Revenue
Fund .
( 2 ) Second , deposit into a fund to be known as the
" Solid Waste Disposal System Revenue Bonds Sinking Fund " ( herein
the " Sinking Fund " ) , which is hereby created and established , such
sums as will be sufficient to pay interest on the Bonds as the same
shall become due and the principal amount of the Bonds as the same
mature . Such deposit shall take into account the sums , if any , in
the Bond Amortization Account , hereinafter defined , attributable to
such payments and the sums , if any , deposited in the Sinking Fund
out of proceeds from the sale of Bonds to pay interest thereon . In
addition , there shall be deposited in the Sinking Fund amounts
sufficient to pay the fees and charges of the Paying Agents .
( 3 ) Third , deposit into an account in the Sinking Fund
to be known as the " Bond Amortization Account " , hereby created and
established , such sums as are required by resolution of the
District to be deposited therein at such times as are required
thereby for each series of term bonds for purposes of the mandatory
redemption thereof .
( 4 ) Fourth , deposit into an account in the Sinking Fund
to be known as the " Reserve Account " , which is hereby created and
established , a sum at least equal to and sufficient to pay the
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maximum amount of principal and interest on all outstanding Bonds
becoming due in any ensuing Fiscal Year . A sum to be specified by
subsequent resolution of the District may be deposited in the
Reserve Account out of the proceeds of the sale of Bonds .
Provided ; - however , - in no Fiscal Year shall Gross Revenues
in excess of twenty per cent ( 20 % ) of the maximum amount of
principal and interest on all outstanding Bonds becoming due in any
ensuing Fiscal Year be required to be deposited in the Reserve
Account . No further deposits shall be required to be made into the
Reserve Account as long as there - shall remain on deposit therein
(- including any ' Reserve "Account insurance policy or letter of credit
as described below ) a sum equal to the maximum amount of principal
and interest - on �-*all = outstanding " Bonds becoming due in any ensuing
Fiscal ' Year : - A -r.'The value of the Reserve ' Account , including
investments on = deposit in the Reserve Account , shall be determined
annually on the first - day - bf ` the ' Fiscal Year by ' an independent
firm of certified public accountants , who may be the accountants
for the District , in accordance with generally accepted accounting
principles .
Notwithstanding the foregoing provisions , in lieu of , in
whole or in part , the required deposits into the Reserve Account ,
the District may cause to be deposited into the Reserve Account
either an insurance policy issued by a reputable and recognized
municipal bond insurer or a letter of credit from a bank or trust
company whose municipal bond insurance policy or letter of credit
will result in the highest rating of municipal obligations of
either Moody ' s Investors Service or Standard & Poor ' s Corporation .
Any such insurance policy or letter of credit shall be payable or
available to be drawn upon , as the case may be ( upon the giving of
notice as required thereunder ) , on any interest payment date on
which a deficiency exists which cannot be cured by money in any
other fund or account held pursuant hereto and available for such
purpose . If a disbursement is made under any such insurance
policy or letter of credit , the District may reinstate the maximum
limits of such insurance policy or letter of credit immediately
following such disbursement , otherwise the amount of credit toward
the Reserve Account requirement for such insurance policy or
letter of credit shall be appropriately reduced .
Furthermore , the District may at any time and from time
to time cause to be deposited in the Reserve Account such an
insurance policy or letter of credit and cause an appropriate
amount to be withdrawn from the Reserve Account and released to the
District .
Moneys in the Reserve Account shall be used only for the
purpose of the payment of maturing principal of or interest on
Bonds when the other moneys in the Sinking. Fund are insufficient
therefor , and for no other purpose . However , upon the valuation of
the Reserve Account in each year , if the moneys applied and
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allocated to the Reserve Account ( except the investment income
thereon ) exceed the amount required , such excess may be withdrawn
and released to the District .
No further deposits to the Sinking Fund , the Bond
Amortization Account or the Reserve Account shall be required when
the aggregate sums deposited therein are and remain at least equal
to the sum of all of the principal and interest then due and
thereafter becoming due in all ensuing years for the Bonds then
outstanding .
( 5 ) Fifth , deposit in an account to be known as the
" Renewal and Replacement Fund " , which fund is hereby created and
established , an amount not less than ten per centum ( 10 % ) of the
Gross Revenues of the System for the previous Fiscal Year , until
there shall be on deposit in such Renewal and Replacement Fund an
amount recommended by the Consulting Engineers and approved by the
District . The moneys 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 System and emergency repairs thereto , and to
provide an adequate reserve for depreciation of all depreciable
capital assets . Moneys on deposit in the Renewal and Replacement
Fund shall also be used to supplement the Reserve Account , if
necessary , in order to prevent a default in the payment of the
principal of and interest on the Bonds . The moneys on deposit in
the Renewal and Replacement Fund shall be withdrawn for renewal and
replacement purposes only upon the authorization of the Board and
the approval of the Consulting Engineers .
( 6 ) The Issuer shall next apply moneys in the Revenue
Fund to the payment of current debt service and reserve
requirements of any obligations of the District issued to finance
the cost of additions , acquisition , extensions and improvements to
the System which are junior and subordinate to the lien of the
Bonds on the Pledged Funds .
( 7 ) The balance of any moneys remaining in the Revenue
Fund after the above required payments have been made may be used
by the District for any lawful purpose .
C . PLEDGED FUNDS AND INVESTMENT OF FUNDS . The Revenue
Fund , the Sinking Fund , the Bond Amortization Account , the Reserve
Account , the Renewal and Replacement Fund and any and all funds ,
accounts , etc . therein shall be Pledged Funds , shall constitute
trust funds for the purposes provided herein for such funds and
shall be used only for the purposes and in the manner provided
herein . All moneys in all funds , accounts , etc . created or
established . hereunder shall be continuously secured in the manner
by which deposits of public funds are required to be secured by the
laws of the State of Florida . Moneys on deposit in the Revenue
Fund , the Operating Account , the Initial Operating Subaccount and
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the Sinking Fund ( except the Reserve Account therein ) may be
invested and reinvested only in Authorized Investments maturing not
later than the date on which the moneys therein will be needed for
the purposes of such funds and accounts . Moneys in the Reserve
Account and in the Renewal and Replacement Fund may be invested and
reinvested in Authorized Investments maturing not later than five
( 5 ) years from the date of purchase . - Any and all income received
by the District from such investments -- shall ' be deposited into any
rebate accounts hereunder to the extent required and the excess , if
any , into the Revenue Account .
D . OPERATION AND MAINTENANCE . The District will
maintain the System and all parts thereof in good condition and
will operate the -- same - in an efficient and . economical manner making
such expenditures for equipment ' and ` - for renewals , repairs and
replacements as may be proper for the economical operation and
maintenance thereof . ' = '~
E . RATE COVENANT . In conjunction with the adoption of
its annual budget and as otherwise required , the District shall
fix , establish and maintain such special assessments , charges and
fees for the System and shall collect the same and revise the same
from time to time , whenever necessary , so as to always provide
Gross Revenues in each Fiscal Year sufficient to pay ( 1 ) one
hundred percent ( 100 % ) of all operating and maintenance costs of
the System for such Fiscal Year , ( 2 ) one hundred percent ( 100 % ) of
all required deposits into the Reserve Account and into the Renewal
and Replacement Fund for such Fiscal Year , and ( 3 ) one hundred
fifteen percent ( 115 % ) of the amount of principal and interest
becoming due in such Fiscal Year on the Bonds and that such special
assessments , charges and fees shall not be reduced so as to be
insufficient to provide the aforesaid required revenues .
F . BOOKS AND RECORDS . The District shall keep proper
books , records and accounts , showing correct and complete entries
of all transaction of the District . Registered Owners of the Bonds
shall have the right at all reasonable times to inspect all books ,
records and accounts of the District .
G . ANNUAL AUDIT . The District shall also , at least
once a year , within 180 days after the close of its Fiscal Year ,
cause the books , records and accounts relating to the System to be
audited by a independent firm of certified public accountants . A
copy of such annual audits shall be furnished to any Registered
Owner of the Bonds who shall have requested in writing that a copy
of such audits be furnished him . .
H . NO MORTGAGE OR SALE OF THE SYSTEM . The District
will not sell , mortgage , pledge or otherwise encumber the System or
any part hereof , or any Gross Revenues to be derived therefrom ,
except as herein provided , and will not sell , lease or otherwise
dispose of any substantial portion of the System , except as
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provided herein .
The District may sell , lease or otherwise dispose of any
of the property comprising a substantial portion of the System in
the event that ( a ) such property is determined by resolution of the
Board , upon the recommendation of the general manager of the System
and the Consulting Engineers , to be no longer necessary or useful
or profitable for the System , and ( b ) the sale , lease or other
disposition of such property is determined by resolution of the
Board , upon recommendation of the general manager and the
Consulting Engineers , not to impair the ability of the District to
comply during the current or any future Fiscal Year with the rate
covenant set forth herein .
The - proceeds derived from any sale , lease or other
disposition of a substantial portion of the System shall be used
for the retirement of outstanding Bonds . Any other proceeds
derived from the sale , lease or other disposition of a portion of
the System shall be placed in the Renewal and Replacement Fund ,
provided , however , all or a portion of any such proceeds may be
used for the retirement of outstanding Bonds if authorized by
resolution of the Board upon the recommendation of the general
manager and the Consulting Engineers . The payment of such proceeds
into the Renewal and Replacement Fund shall not reduce the amounts
required to be paid into such fund by other provisions herein .
I . INSURANCE . For so long as any of the Bonds are
outstanding , the District will carry adequate fire and windstorm
insurance on all buildings and structures of the works and
properties of the System 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 . Any such insurance shall be carried for the benefit of
the Registered Owners of the Bonds . All moneys received from
losses under any of such insurance , except public liability , are
hereby pledged by the District as security for the Bonds , until and
unless such proceeds are used to remedy the loss or damage for
which such proceeds are received , in such event such repairing the
property damaged or replacing the property destroyed shall be
commenced within a reasonable period after the receipt of such
• proceeds and shall proceed on a reasonable and continuous basis .
J . NO FREE SERVICE . The District will not render or
cause to be rendered any free use of any nature of the System , nor
will any preferential rates be established for users of the same
class .
K . ENFORCEMENT OF COLLECTIONS . The District will
diligently enforce and collect the special assessments , fees and
other charges for the use of the System , will take all steps ,
actions and proceedings for the enforcement and collection thereof
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as the same shall become delinquent to the full extent permitted or
authorized by law , and will maintain accurate records with respect
thereto . All such special assessments , fees and other charges
shall , as collected , be held in trust to be applied as herein
provided and not otherwise .
L . REMEDIES . Any Registered Owner 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 , and may enforce and compel the performance of
all duties required . hereunder or by any applicable statutes to be
performed by the District or by any officer thereof .
Nothing herein , however . , . - . shall be construed to grant to
any Registered Owner any lien on any property of , or in , the
District . _ .
M . OPERATING BUDGET . The District shall annually
prepare and adopt a detailed final budget for the operation of the
System for each Fiscal Year . If the budget discloses that the
estimated Gross Revenues will be insufficient during such Fiscal
Year to meet the rate covenant set forth herein , the District
shall forthwith revise its special assessments , fees and other
charges in order to cure such estimated deficiency and to comply
with the rate covenant . There shall be included in the budget
amounts necessary for deposit in the Renewal and Replacement Fund
but not less than the amount necessary to provide for the orderly
replacement of the depreciable capital assets of the System in
accordance with the depreciation schedules with respect thereto .
No expenditure for the operation and maintenance of the System
shall be made in any Fiscal Year in excess of the amounts provided
therefor in the budget for such Fiscal Year without a written
recommendation to the Board which recommendation shall state in
detail the purpose of and necessity for such increased expenditure
and no such increased expenditure shall be made until the Board
shall have approved such expenditure by resolution duly adopted .
No such increased expenditures in excess of ten percent ( 10 % ) of
the amount provided therefor in the budget for such Fiscal Year
shall in any event be made except upon the certification by the
Consulting Engineers that such increased expenditures are necessary
for the operation of the System .
N . CONSULTING ENGINEERS . The District will annually
retain the Consulting Engineers for the purpose of providing the
District with competent engineering counsel with respect to the
economical and efficient operation of the System and in connection
with the making of capital improvements to and renewals and
replacements of the System . The District may , however , employ
additional engineers at any time with relation to specific
engineering and operation problems arising in connection with the
System .
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The District shall , at least every two ( 2 ) years , cause
to be prepared by the Consulting Engineers a report or survey with
respect to the management of the System , the sufficiency of the
special assessments , fees and other charges in connection with the
System , the proper maintenance of the System and the necessity for
capital improvements and recommendations therefor . Such a report
or survey shall also show any failure of the District to perform or
comply with the covenants herein contained .
If any such report or survey of the Consulting Engineers
shall set forth that the provisions hereof or any reasonable
recommendations of the Consulting Engineers have not been complied
with , the District shall immediately take such reasonable steps as
are necessary to comply with such requirements or recommendations .
In making such report or survey the Consulting Engineers shall
accept certified statements of the independent certified public
accountants for the District . Copies of each report or survey
shall be placed on file with the District and shall be open to the
inspection of any Registered Owner of the Bonds or other interested
party .
During the period of construction of the 1988 Project ,
the Consulting Engineers shall determine that all phases of the
1988 Project are being constructed pursuant to the plans and
specifications , monitor the progress of such construction , approve
the form and content of construction contracts signed by the
District , including any penalty payments required as a result of
non - performance , and the payment bonds required , arrange for proper
permits , clearance of other construction documents as may be
necessary from local , state or federal jurisdictions , and approve
expenditures from the Construction Fund , as hereinafter provided .
When each phase of the 1988 Project has been
substantially completed and placed in operation and use , the
Consulting Engineers shall certify such fact to the District and
the same shall be deemed to be the completion date of such phase of
the 1988 Project ,
The Consulting Engineers shall also prepare a monthly
progress report showing the status of the construction and
acquisition of the 1988 Project , the construction contracts entered
into therefor , an estimated time schedule for completion , the
percentage of completion thereof , the estimated cost of completion
of the 1988 Project and any other matters deemed advisable by the
Consulting Engineers .
O . NO COMPETING SYSTEMS . To the full extent permitted
by law , the District 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 any system similar to
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the System within the boundaries of the District .
P . ISSUANCE OF OTHER OBLIGATIONS . The District will
not issue any other obligations , except under the conditions and in
the manner provided herein , payable from the Pledged Funds , nor
voluntarily create or cause to be created any debt , lien , pledge ,
assignment , encumbrance or other charge having priority to or being
on a parity with the . lien of the Bonds and the interest thereon ,
upon the Pledged Funds . The District may issue obligations other
than the Bonds payable from the Pledged Funds provided such
obligations are junior and subordinate .. in all respect to the Bonds
as to lien on and source and security for payment from the Pledged
Funds and such obligations contain an . express statement to that
effect . . .
Q . ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS .
Additional ' Parity Bonds , 'payable- -on ar-parity - from the Pledged Funds
with the Bonds , may be issued from time to time for the
completion , the construction and acquisition of additions ,
extensions and improvements to the System or for refunding
purposes , in the manner herein provided and upon compliance with
both of the following conditions .
( 1 ) There shall have been obtained and filed with the
District a certificate of an independent firm of certified public
accountants of suitable experience and responsibility : ( i ) stating
that the books and records of the District relating to the
collection and receipt of the Gross Revenues derived from the
operation of the System have been audited by them for the Fiscal
Year immediately preceding the date of sale of the proposed
obligations or for any twelve ( 12 ) consecutive month period out of
the eighteen ( 18 ) consecutive months immediately preceding the date
of sale of the proposed obligations , ( ii ) setting forth the amount
of Net Revenues received by the District for the audited period
referred to in ( i ) above , with respect to which such certificate is
made ; ( iii ) stating that the Net Revenues pursuant to ( ii ) above ,
as adjusted as hereinafter provided , equal at least 1 . 15 times the
largest amount of principal and interest which will mature and
become due in any Fiscal Year thereafter on all Bonds then
outstanding , excluding the proposed Additional Parity Bonds . For
purposes of ( iii ) above Net Revenues may be adjusted so as to
fairly represent the operation of the System , provided that the
amount and a detailed reason for each such adjustment is set forth
in such certificate .
( 2 ) The Net Revenues as estimated by the Consulting
Engineers for the first twelve ( 12 ) months following completion of
the project for which the Additional Parity Bonds are being issued
shall equal at least 1 . 25 times the largest amount of principal and
interest which will become due in any succeeding Fiscal Year on
the Bonds , including the proposed Additional Parity Bonds .
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The foregoing conditions shall not apply with respect to
Additional Parity Bonds the proceeds of which will be used to
complete a project a substantial portion of the cost of which has
been or will be paid out of the proceeds of Bonds issued hereunder .
Each resolution authorizing the issuance of Additional
Parity Bonds shall recite that all of the covenants herein
contained will be applicable to such Additional Parity Bonds .
Additional Parity Bonds may not be issued hereunder at
any time at which the District is in default in performing any of
the covenants and obligations assumed hereunder , or all payments
herein required to have been made into the accounts and funds , as
provided hereunder , have not been made to the full extent required .
R . COMPLETION OF 1988 PROJECT . The District will
complete the 1988 Project in an economical and efficient manner and
as soon as practicable .
S . MANAGER OF FACILITIES . The District in operating
the System will employ a manager of demonstrated ability and
experience and will require all employees who may have possession
of moneys derived from operation of the System to be covered by a
fidelity bond written by a responsibility indemnity company in an
amount sufficient to protect the District from loss .
T . USE OF FACILITIES . The District will , to the full
extent permitted by law , require persons within the limits of the
District who can use the System to utilize the same and to cease
the use of all other means and methods similar to the System .
U . ARBITRAGE . No use will be made of the proceeds of
the Bonds or the funds on deposit hereunder , from time to time ,
which , if reasonably expected on the date of issuance of the
Bonds , would cause the Bonds to be " arbitrage bonds " within the
meaning of the Internal Revenue Code of 1986 , as amended as of the
date of issuance of the Bonds ( the " Code " ) . The District at all
times while the Bonds are outstanding or any interest or
redemption premium with respect thereto remains unpaid will comply
with the requirements of Section 148 of the Code and any valid and
applicable rules and regulations promulgated thereunder .
V . FUNDS AND ACCOUNTS . The designation and
establishment of the various funds and accounts created herein does
not 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 certain revenues and assets as provided
herein .
W . POWER TO ISSUE BONDS AND PLEDGE PLEDGED FUNDS . The
District is duly authorized under all applicable laws to create and
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issue the Bonds and to adopt the Resolution and to pledge the
Pledged Funds in the manner and to the extent provided in the
Resolution . Except to the extent otherwise provided in the
Resolution , the Pledged Funds are and will be free and clear of any
pledge , lien , charge or encumbrance thereon or with respect thereto
prior to , or of equal rank with , the security interest , pledge and
assignment created by the Resolution , and all corporate or other
action on the part of the District to that end has been and will be
duly and validly taken . The Bonds and - the provisions of the
Resolution are and will be valid and legally enforceable
obligations of the District in accordance with their terms and the
terms of the Resolution . - _ The District shall at all times , to the
extent permitted by law , defend , preserve and protect the pledge of
the Pledged Funds and all the rights of the Registered Owners under
the Resolution . . against . , all - : claims and - demands of all %• persons
whomsoever .
X . BONDS - SECURED BY PLEDGE OF : : PLEDGED FUNDS . The Bonds
issued hereunder shall be direct and special obligations of the
District payable in accordance with their terms and the provisions
of the Resolution from the Pledged - Funds hereby pledged for the
benefit of the Registered Owners , subject to the provisions of the
Resolution permitting the application thereof for the purposes and
on the terms and conditions set forth in the Resolution .
The Pledged Funds shall immediately be subject to the
lien and charge of the Resolution without any physical delivery
thereof or further act , and the lien and charge of the Resolution
shall be valid and binding as against all parties having claims of
any kind in tort , contract or otherwise , against the District ,
irrespective of whether such parties have notice thereof .
Y . TAX COVENANTS . The District covenants that it will
not take any action or fail to take any action with respect to the
proceeds of the Bonds that would result in loss of the exclusion
from gross income for federal income tax purposes pursuant to
section 103 ( a ) of the Code of interest paid on Outstanding Bonds
which , when initially issued and sold , were the subject of an
opinion of counsel to the effect that interest thereon was so
excludable .
With respect to any series of Bonds , the District
covenants that any use of the System in the trade or business of
any person or entity other than the District , including use under a
take - or - pay contract or certain management contracts ( the " private
business use " ) , if such use is related to the District ' s use of the
System , will not exceed more than ten percent ( 10 % ) of the use of
the System , or if such private business use in unrelated or
disproportionate to the District ' s use of the System , will not
exceed more than five percent ( 5 % ) of the use of the System .
The District covenants that no more than ten percent
24
( 10 % ) of the Gross Revenues will be derived directly or indirectly
from payments from any nongovernmental user , other than payments by
a nongovernmental user as a member of the general public .
SECTION 17 . APPLICATION OF SERIES 1988 BOND PROCEEDS .
All moneys received from the sale of the Series 1988 Bonds shall be
deposited and applied by the District as follows :
A . All accrued interest plus , at the option of the
District , an amount which equals the amount of interest on the
Series 1988 Bonds for a reasonable period of time from the date of
issuance thereof shall be deposited into the Sinking Fund and
applied exclusively for the payment of interest becoming due on the
Series 1988 Bonds .
Be A sum , if any , specified by subsequent resolution of
the District shall be deposited into the Reserve Account in the
Sinking Fund .
C . A sum , if any , specified by subsequent resolution of
the District shall be deposited into the Initial Operating
Subaccount .
D . Next , all engineering fees , legal fees , fees of
financial advisors , costs of the issuance of the Series 1988 Bonds ,
and all other similar costs incurred in connection with the
acquisition and construction of the 1988 Project and the issuance
of the Series 1988 Bonds shall be paid or provided for .
E . A fund is hereby created and established to be known
as the 111988 Project Construction Fund " ( herein the 111988
Construction Fund " ) . There shall be deposited into the 1988
Construction Fund the balance of the moneys remaining after making
all the deposits and payments provided for above .
The moneys on deposit in the 1988 Construction Fund shall
be withdrawn , used and applied by the District , as and when
necessary , solely for the payment of the costs of the 1988 Project
and purposes incidental thereto , as hereinabove described and set
forth . If for any reason any moneys in the 1988 Construction Fund
are not necessary for or are not applied to the payment of such
' costs , then such moneys shall be deposited by the District into the
Sinking Fund and used only to pay the principal of and interest on
the Bonds . Anything to the contrary contained herein
notwithstanding , the 1988 Construction Fund shall be and constitute
a trust fund for the purposes provided herein therefor and shall be
Pledged Funds .
Any moneys in the 1988 Construction Fund which , in the
opinion of the District , acting upon the recommendation of the
Consulting Engineers , are not immediately necessary for
expenditure , as hereinabove provided , may be invested in Authorized
25
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Investments maturing at such time or times as will make the
proceeds thereof available when needed . All income derived
therefrom shall be deposited in the 1988 Construction Fund .
All expenditures or disbursements from the 1988
Construction Fund shall be made only after such expenditures or
disbursements shall have been approved in writing by the District
and by the Consulting Engineers . The date of completion of each
phase of the 1988 Project shall be determined by the Consulting
Engineers , who will certify such facts in writing to the - Board .
SECTION 18 : - REBATE . Anything to the contrary contained
herein notwithstanding , the District shall at least annually
transfer- - appropriate amounts from the funds and accounts hereunder
to which income on investments has been deposited into an account
to be known as the " Series 1988 Rebate Account " sufficient to pay
to the United States - - of America all amounts due - with respect to the
Series 1988 Bonds under the provisions of Section 148 ( f ) of the
Internal Revenue Code of 1986 , as amended and supplemented , or
under similar provisions of subsequent federal revenue laws . The
earnings on the Rebate Account shall be added to and become a part
of the Rebate Account . Moneys in the Rebate Account shall only be
used to pay the amounts due to the United States of America under
said Section of the Code as the same shall become due and payable ,
It is the intent of this paragraph to provide for payment of all
amounts due under said Section of the Code with respect to the
Series 1988 Bonds , in such installments and at such times as may be
required by said Section of the Code . In the event of any
amendment to the Code or the promulgation of regulations under the
Code which provide or require otherwise than as provided or
required in this paragraph , this paragraph shall be deemed to be
amended to incorporate such amendments or regulations , to the
extent applicable , and any provisions hereof which conflict with
the provisions thereof shall be deemed to be null and void . The
District shall establish appropriate rebate accounts for any and
all Additional Parity Bonds and junior and subordinate obligations
issued hereunder and provide for the adequate funding thereof .
SECTION 19 . SALE OF BONDS . The Bonds may be sold at
public or private sale pursuant to the Act , all at one time or from
time to time , as shall be provided by subsequent resolution of the
Board .
SECTION 20 . DEFEASANCE . If at any time the District
shall have paid , or shall have made provision for payment of , the
principal , interest and premiums , if any , with respect to the
Bonds or series thereof , then , and in that event , the pledge of and
lien on the Pledged Funds in favor of the Registered Owners of the
Bonds or such series shall be no longer in effect . For purposes of
the preceding sentence , the deposit of Federal Securities or bank
certificates of deposit fully secured as to principal and interest
by Federal Securities ( or the deposit of any other securities or
26
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investments which may be authorized by law from time to time and
sufficient under such law to effect such a defeasance ) in
irrevocable trust with a banking institution or trust company , for
the sole benefit of the Registered Owners of the Bonds or such
series , the principal of and interest on which will be sufficient
to pay , when due , the principal , interest and premiums , if any , on
the outstanding Bonds or such series , shall be considered
" provision for payment " . Nothing in this section shall be deemed
to require the District to call any of the outstanding Bonds or any
series thereof for redemption prior to maturity pursuant to any
applicable optional redemption provisions , or to impair the
discretion of the District in determining whether to exercise any
such option for early redemption .
SECTION 21 . MODIFICATION OF RESOLUTION . 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 Registered Owners of 51 % or
more in aggregate principal amount of the Bonds then outstanding
affected by such adverse material modification or amendment ,
provided , however , that no modification or amendment shall permit a
change in the maturity of any Bonds or a reduction in the rate of
interest thereon or in the amount of the principal obligation
thereof , or affect the unconditional promise of the District to
levy , impose and/ or collect the Gross Revenues , as herein provided ,
or to pay the principal of and interest on the Bonds as the same
shall become due from the Gross Revenues , or reduce the percentage
required above for an adverse material modification or amendment ,
without the consent of the Registered Owners of all of the Bonds
affected thereby . The foregoing shall not apply with respect to
supplemental resolutions adopted for the sole purpose of issuing
Additional Parity Bonds or junior and subordinate obligations
issued hereunder in accordance herewith .
SECTION 22 . SEVERABILITY . If any one or more of the
covenants , agreements or provisions of this Resolution should be
held contrary to any express provision of law or contrary to the
policy of express law , though not expressly prohibited , or against
public policy , or shall for any reason whatsoever be held invalid ,
then such covenants , agreements or provisions shall be null and
void and shall be deemed separate from the remaining covenants ,
agreements and provisions hereof , and shall in no way affect the
validity thereof or of the Bonds issued hereunder .
SECTION 23 . VALIDATION . The attorney for the District
is hereby authorized and directed to institute appropriate
proceedings in the Circuit Court of the Nineteenth Judicial Circuit
of Florida in and for Indian River County , Florida , for the
validation of the Bonds .
SECTION 24 . REPEALER . All resolutions or parts of
resolutions in conflict herewith are hereby repealed .
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SECTION 25 . EFFECTIVE DATE . This Resolution shall take
effect immediately upon its adoption .
The foregoing resolution was offered by Commissioner Eggert
who moved for its adoption . The motion was seconded by
Commissioner Bird and , upon being put to a vote , the vote
was as follows :
Chairman Don C . Scurlock , Jr . Ave
Vice Chairman Gary C . Wheeler Ave
Commissioner Richard N . Bird Ave
Commissioner Margaret C . Bowman Aye
Commissioner Carolyn K . Eggert Aye
The Chairman thereupon declared the Resolution duly
passed and adopted this 16th day of Fehrilar . , 1988 .
BOARD OF COUNTY COMMISSIONERS OF
INDIAN RIVER COUNTY , FLORIDA
By c.
Don C . Sc rlock , Sof .
Chairman
Attest :
Freda Wright , Ex fficio Cl rk
APPROVED AS TO FORM D .�' .
LEGAL SUFFICIIEjNC)Y
Charles P . Vitunac
Attorney for the District
T — 16)
Jc :; l • ``� (/ F z-
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