HomeMy WebLinkAbout2001-072 RESOLUTION NO. 2001- 072
A RESOLUTION OF INDIAN RIVER COUNTY, FLORIDA AUTHORIZING
THE ISSUANCE OF ITS REVENUE BONDS (SPRING TRAINING FACILITY),
SERIES 2001 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$18,000,000 FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE
COST OF THE ACQUISITION, CONSTRUCTION, REHABILITATION AND
EQUIPPING OF A SPRING TRAINING FACILITY; PROVIDING FOR THE
PAYMENT OF SUCH BONDS SOLELY FROM CERTAIN REVENUES AS
HEREIN PROVIDED;PROVIDING FOR THE RIGHTS OF THE HOLDERS OF
SUCH BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; PROVIDING CERTAIN OTHER MATTERS IN
CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN
RIVER COUNTY, FLORIDA:
SECTION 1. AUTHORITY. This Resolution is adopted pursuant to the Constitution of
the State of Florida, Chapter 125, Florida Statutes, County Home Rule Ordinance No. 95-16, as
amended and supplemented, and other applicable provisions of law.
SECTION 2. DEFINITIONS. The following terms shall have the following meanings
herein, unless the text otherwise expressly requires. Words importing singular number shall include
the plural number in each case and vice versa, and words importing persons shall include firms and
corporations.
"Act" shall mean the Constitution of the State of Florida, Chapter 125, Florida Statutes, the
County's Home Rule Ordinance No. 95-16, enacted July 18, 1995, as amended and other applicable
provisions of law.
"Additional Parity Bonds" shall mean the additional obligations issued on a parity with the lien
on the Local Government Half-Cent Sales Tax pursuant to Section 191. hereof.
"Amortization Installment" with respect to any Term Bonds, shall mean an amount so
designated for mandatory principal installments (for mandatory call or otherwise) payable on any
Term Bonds issued under the provisions of this Resolution.
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"Bonds" shall mean the Issuer's Revenue Bonds (Spring Training Facility), Series 2001,
permitted to be issued hereunder in accordance with the provisions hereof.
"Bond Insurer" shall mean Financial Guaranty Insurance Company, a New York stock
insurance company, or any successor thereto.
"Bond Insurance Policy" shall mean the municipal bond new issue insurance policy issued by
the Bond Insurer insuring the payment of principal of and interest on the Bonds.
"Bond Service Requirement" shall mean, for any Fiscal Year, at any time, the amount required
to be deposited in such Fiscal Year into the Debt Service Fund, as provided herein or a similar fund
with respect to any Additional Parity Bonds. In calculating such amount, the Issuer shall subtract
therefrom any amounts to be transferred from a construction fund or a similar fund for the purpose
of paying interest on the Bonds and any Additional Parity Bonds. With respect to Variable Rate
Bonds, if any, the interest rate used to calculate the Bond Service Requirement shall be assumed to
be the highest variable rate borne over the preceding twenty-four (24) months by Outstanding
Variable Rate Bonds issued under this Resolution or as Additional Parity Bonds or, if no such
Variable Rate Bonds are at the time Outstanding, by variable rate debt for which the interest rate is
computed by reference to an index comparable to that to be utilized in determining the interest rate
for the debt then proposed to be issued. If Additional Parity Bonds are Option Bonds, the date or
dates of tender shall be disregarded, unless actually tendered and not remarketed, and the stated
maturity dates thereof shall be used for purposes of this calculation, if such Option Bonds are required
to be paid from Local Government Half-Cent Sale Tax hereunder on such date of maturity.
"Bond Year" shall mean the period commencing on April 1 st (provided the first Bond Year
shall commence on the date of issuance of the Bonds)and ending on the following March 3?of each
year.
"Capital Appreciation Bonds" shall mean the aggregate principal amount of the Additional
Parity Bonds that bear interest payable solely at maturity or upon redemption prior to maturity in the
amounts determined by reference to the Compounded Amounts, all as shall be determined by
subsequent resolution of the Issuer. In the case of Capital Appreciation Bonds that are convertible
to Current Interest Bonds with interest payable prior to maturity or redemption of such Additional
Parity Bonds, such Additional Parity Bonds shall be considered Capital Appreciation Bonds only
during the period of time prior to such conversion.
"Capital Appreciation Income Bonds" shall mean those Additional Parity Bonds initially
issued as Capital Appreciation Bonds and which become Current Interest Bonds when the original
issue amount and the Compounded Amount equals $5,000 principal amount or an integral multiple
thereof as determined by subsequent resolution of the Issuer.
"Chairman" shall mean the Chairman of the Board of County Commissioners of Indian River
County, Florida.
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"Clerk" shall mean the Clerk of the Circuit Court of Indian River County, Florida and such
term shall include any Deputy Clerk.
"Compounded Amounts" shall mean, as of any date of computation with respect to any
Capital Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation
Bond (the principal amount at its initial offering) plus the interest accrued on such Capital
Appreciation Bond from the date of delivery to the original purchasers thereof to the interest date
next preceding the date of computation or the date of computation if an interest date, such interest
to accrue at the applicable rate which shall not exceed the legal rate, compounded semiannually, plus,
with respect to matters related to the payment upon redemption or acceleration of the Capital
Appreciation Bonds, if such date of computation shall not be an interest date, a portion of the
difference between the Compounded Amount as of the immediately preceding interest date and the
Compounded Amount as of the immediately succeeding interest date, calculated based on the
assumption that Compounded Amount accrues during any semi-annual period in equal daily amounts
on the basis of a 360-day year of twelve 30-day months.
"County Administrator" shall mean the County Administrator of the Board of County
Commissioners of Indian River County, Florida.
"Current Interest Bonds" shall mean Bonds or Additional Parity Bonds, the interest on which
is paid on each Interest Payment Date as such interest accrues.
"Development Agreement" shall mean that certain Development Agreement dated as of
September 1, 2000, between the Issuer and The Los Angeles Dodgers, Inc.
"Federal Securities" shall mean direct non-callable obligations of the United States of America
and securities fully and unconditionally guaranteed as to the timely payment of principal and interest
by the United States of America, to which direct obligation or guarantee the full faith and credit of
the United States of America has been pledged, Refcorp interest strips, CATS, TIGRS, STRPS, or
defeased municipal bonds rated AAA by S&P or Aaa by Moody's (or any combination of the
foregoing).
"Fiscal Year" shall mean the period commencing on October 1 of each year and ending on the
succeeding September 30, or such other period as is at the time prescribed by law.
"Fourth Cent Tourist Development Tax" shall mean the proceeds of the additional one percent
tourist development tax levied by the Issuer in Ordinance No. 2000-029, enacted pursuant to Section
125.0104(3)(1), Florida Statutes.
"Holder" or "Bondholder" or any similar term shall mean any person who shall be the
registered owner of any outstanding Bonds.
"Interest Payment Date" shall mean each April 1 and October 1, commencing April 1, 2002.
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"Issuer" shall mean Indian River County, Florida.
"Local Government Half-Cent Sales Tax" shall mean 86% of the proceeds of the local
government half-cent sales tax on deposit from time to time in the Local Government Half-Cent Sales
Tax Clearing Trust Fund in the State Treasury of the State of Florida, allocated for and distributed
monthly to the Issuer, as and when received by the Issuer pursuant to Chapter 218, Part VI, Florida
Statutes.
"Maximum Bond Service Requirement" shall mean, as of each date on which Additional
Parity Bonds are issued, the maximum amount of Bond Service Requirement which is to become due
in any Fiscal Year on all Bonds and Additional Parity Bonds deemed to be Outstanding immediately
after the issuance of such Additional Parity Bonds, except that with respect to any Bonds and
Additional Parity Bonds for which Amortization Installments have been established, the amount of
principal coming due on the final maturity date with respect to such Bonds and Additional Parity
Bonds shall be reduced by the aggregate principal amount of such Bonds and Additional Parity Bonds
that are to be redeemed from Amortization Installments to be made in prior Bond Years.
"Option Bonds" shall mean Additional Parity Bonds subject to tender for payment prior to
their maturity at the option of the Holder thereof.
"Outstanding" shall mean all Bonds which have been issued pursuant to this Resolution,
except:
(1) Bonds canceled after purchase in the open market or because of payment at or
redemption prior to maturity;
(2) Bonds for the payment or redemption of which cash funds or Federal Securities or any
combination thereof shall have theretofore irrevocably been set aside in a special
account with an escrow agent (whether upon or prior to the maturity or redemption
date of any such Bonds)in an amount which, together with earnings on such acquired
obligations, will be sufficient to pay the principal of and interest on such Bonds at
maturity or upon their earlier redemption; provided that, if such Bonds are to be
redeemed before the maturity thereof, notice of such redemption shall have been given
according to the requirements of this Resolution or irrevocable instructions directing
the timely publication of such notice and directing the payment of the principal of and
interest on all Bonds at such redemption dates as shall have been given to the escrow
agent; and
(3) Bonds which are deemed paid pursuant to this Resolution.
"Paying Agent" shall mean First Union National Bank, and its successors and assigns.
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"Permitted Investments" shall mean the Local Government Surplus Funds Trust Fund created
pursuant to Chapter 218, Part IV, Florida Statutes, for which the Florida State Board of
Administration acts as custodian, and the investments specified in the Exhibit E attached hereto
entitled "Permitted Investments," to the extent permitted by applicable law. Such investments shall
be valued by the Issuer or the Paying Agent on behalf of the Issuer as frequently as deemed necessary
by the Bond Insurer, but not less often than annually, at the market value thereof, exclusive of
accrued interest. Deficiencies in the amount on deposit in any fund or account resulting from a decline
in market value shall be restored no later than the succeeding valuation date. All Permitted
Investments are to be invested in accordance with the Issuer's Investment Policy.
"Pledged Revenues" shall mean the State Payments, the Local Government Half-Cent Sales
Tax, the Fourth Cent Tourist Development Tax and any investment income realized on any funds held
under this Resolution, except the Cost of Issuance Account and the Rebate Fund.
"Project" shall mean the acquisition, construction, rehabilitation and equipping of the existing
baseball spring training facility generally known as "Dodgertown" located in Indian River County,
Florida and any related improvements.
"Registrar" shall mean the paying agent for the Bonds, as Bond Registrar, or such other
person, firm or corporation as may thereafter be from time to time designated by the Issuer as the
Registrar for the Bonds.
"Reserve Account Requirement" shall mean an amount of moneys or principal of a debt
service reserve fund surety policy equal to the lesser of maximum annual debt service on the Bonds,
10% of the principal amount of the Bonds, or 125% of average annual debt service on the Bonds.
"Serial Bonds" shall mean all of the Bonds or Additional Parity Bonds other than Term
Bonds.
"State" shall mean the State of Florida.
"State Payments" shall mean the monthly payments to be received by the Issuer from the State
pursuant to Section 212.20, Florida Statutes, as a result of obtaining certification of the Issuer as a
"facility for a retained spring training franchise" in accordance with Section 288.1162, Florida
Statutes.
"Surety Bond" shall mean the debt service reserve fund policy issued by Financial Guaranty
Insurance Company, guaranteeing certain payments into the Reserve Account with respect to the
Bonds as provided therein and subject to the limitations set forth therein.
"Term Bonds" shall mean the Bonds or Additional Parity Bonds which are subject to
Amortization Installments, and are designated as Term Bonds in a subsequent resolution of the Issuer.
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"Variable Rate Bonds" shall mean obligations issued with a variable, adjustable, convertible
or other similar rate which is not fixed in percentage at the date of issue for the entire term thereof
as shall be determined by subsequent resolution of the Issuer.
"Vice Chairman" shall mean the Vice Chairman of the Board of County Commissioners of
Indian River County, Florida.
SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that:
A. It is necessary and serves a paramount public purpose for the Issuer to issue its
Revenue Bonds(Spring Training Facility), Series 2001, to provide for all or a portion of the cost of
the acquisition, construction, rehabilitation and equipping of a spring training facility and related
improvements.
B. The Issuer is authorized under the Act to issue its Bonds for the paramount public
purpose of paying all or a portion of the cost of the Project.
C. The Los Angeles Dodgers, Inc. (the"Dodgers") is a major league baseball franchise
which has been conducting its spring training program in Indian River County, Florida since 1948.
D. The Dodgers generate a significant economic impact in Indian River County, Florida
and as a result of the spring training activities which occur within Indian River County, Florida, such
economic impact has been reported to be approximately $30-$36 million each year, and that in order
to preserve this economic benefit for the Issuer, the Issuer must undertake the Project. The Issuer
has determined that the Project is in furtherance of its purposes to provide for the health and general
welfare of the citizens and residents of the Issuer.
E. The Bonds shall not be general or moral obligations of the Issuer and do not constitute
a general obligation of the State of Florida or any political subdivision thereof, but are limited
obligations payable solely from the Pledged Revenues. Neither the faith and credit nor the taxing
power of the Issuer, the State or any political subdivision thereof is pledged to the payment of the
principal of the Bonds or the interest thereon or other costs incident thereto.
F. The Pledged Revenues will be sufficient to pay all of the principal of and interest on
the Bonds as the same become due, and to make all required sinking fund, reserve and other payments
required under this Resolution.
G. The principal of and interest on the Bonds and all required sinking fund, reserve and
other payments shall be made solely from the Pledged Revenues as herein provided. The Issuer shall
never be required to levy ad valorem taxes on any property therein to pay the principal of and interest
on the Bonds or to make any of the required sinking fund, reserve or other payments, and any failure
to pay the Bonds shall not give rise to a lien upon any property of the Issuer, except the Pledged
Revenues.
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SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the
acceptance of the Bonds by the Bondholders from time to time, this Resolution shall be deemed to
be and shall constitute a contract between the Issuer and such Bondholders. The covenants and
agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protection
and security of the legal Bondholders of any and all of such Bonds, all of which shall be of equal rank
and without preference, priority or distinction of any of the Bonds over any other thereof, except as
expressly provided therein and herein.
SECTION 5. AUTHORIZATION OF BONDS. Subject and pursuant to the provisions
hereof and as shall be described in subsequent resolutions of the Issuer to be adopted prior to the
issuance of the Bonds, obligations of the Issuer to be known as "Revenue Bonds (Spring Training
Facility), Series 2001" are authorized to be issued in one or more series. The aggregate principal
amount of the Bonds which may be executed and delivered under this Resolution is limited to a not
to exceed aggregate principal amount of$18,000,000.
SECTION 6. DESCRIPTION OF BONDS. The Bonds shall be issued in fully registered
form; shall be dated; shall be numbered consecutively from one upward in order of maturity preceded
by the letter"R"; shall be in the denomination of$5,000 each, or integral multiples thereof, or such
other denominations as shall be approved by the Issuer in a subsequent resolution prior to the delivery
of the Bonds; shall have such Paying Agent and Registrar as approved herein; shall bear interest at
such rate or rates not exceeding the maximum rate allowed by State law, the actual rate or rates to
be approved by the governing body of the Issuer prior to or upon the sale of the Bonds; such interest
to be payable on each Interest Payment Date and shall mature on such date in such years and in such
amounts as will be fixed by subsequent resolution of the Issuer prior to or upon the sale of the Bonds;
and may be issued with fixed interest rates with or without original issue discounts; all as the Issuer
shall provide herein or hereafter by subsequent resolution.
Each Bond shall bear interest from the interest payment date next preceding the date on which
it is authenticated, unless authenticated on an interest payment date, in which case it shall bear interest
from such interest payment date, or, unless authenticated prior to the first interest payment date, in
which case it shall bear interest from its date; provided, however, that if at the time of authentication
payment of any interest which is due and payable has not been made, such Bond shall bear interest
from the date to which interest shall have been paid.
The principal of, the interest and redemption premium, if any, on the Bonds shall be payable
in any coin or currency of the United States of America which on the respective dates of payment
thereof is legal tender for the payment of public and private debts. The interest on the Bonds shall
be payable by the Paying Agent on each interest payment date to the person appearing on the
registration books of the Issuer hereinafter provided for as the registered Holder thereof, by check
or draft mailed to such registered Holder at his address as it appears on such registration books or
by wire transfer to Holders of$1,000,000 or more in principal amount of the Bonds. Payment of the
principal of the Bonds shall be made upon the presentation and surrender of such Bonds as the same
shall become due and payable.
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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 such Bonds, provided adequate records will be kept with respect to the
ownership of such Bonds issued in book-entry form or the beneficial ownership of bonds issued in
the name of a nominee. As long as any Bonds are outstanding in book-entry form the provisions of
this Resolution inconsistent with such system of book-entry registration shall not be applicable to
such Bonds. The details of any alternative system of issuance, as described in this paragraph, shall
be set forth in a resolution of the Issuer duly adopted at or prior to the sale of such Bonds.
SECTION 7. EXECUTION OF BONDS. The Bonds shall be executed in the name of the
Issuer by the Chairman or Vice Chairman and attested by the Clerk, either manually or by facsimile
signature, and the official seal of the Issuer or a facsimile thereof shall be affixed thereto or
reproduced thereon. The facsimile signature of such officers may be imprinted or reproduced on the
Bonds. The Certificate of Authentication of the 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 signa-
ture for the Registrar shall be either manual or facsimile; provided, however, that at least one of the
signatures appearing on the Bonds shall at all times be a manual signature. In case any officer whose
signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds,
such signature or facsimile shall nevertheless be valid and sufficient for all purposes the same as if he
had remained in office until such delivery. Any Bond may be signed and sealed on behalf of the Issuer
by such person who at the actual time of the execution of such Bonds shall hold the proper office with
the Issuer, although at the date of adoption of this Resolution such person may not have held such
office or may not have been so authorized.
SECTION 8. AUTHENTICATION OF BONDS. Only such of the Bonds as shall have
endorsed thereon a certificate of authentication substantially in the form hereinbelow set forth, duly
executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security under
this Resolution. No Bond shall be valid or obligatory for any purpose unless and until such certificate
of authentication shall have been duly executed by the Registrar, and such certificate of the Registrar
upon any such Bond shall be conclusive evidence that such Bond has been duly authenticated and
delivered under this Resolution. The Registrar's certificate of authentication on any Bond shall be
deemed to have been duly executed if signed by an authorized officer of the Registrar, but it shall not
be necessary that the same officer sign the certificate of authentication of all of the Bonds that may
be issued hereunder at any one time.
SECTION 9. NEGOTIABILITY. Subject to the provisions hereof respecting registration
and transfer, the Bonds shall be and shall have all the qualities and incidents of negotiable instruments
under the laws of the State of Florida, and each successive holder, in accepting any of the Bonds,
shall be conclusively deemed to have agreed that the Bonds shall be and have all of such qualities and
incidents of negotiable instruments under the Uniform Commercial Code - Investment Securities of
the State of Florida.
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SECTION 10. REGISTRATION, EXCHANGE AND TRANSFER. There shall be a
Registrar for the Bonds which may be the Issuer or a designated bank or trust company located within
or without the State of Florida. The Registrar shall maintain the registration books of the Issuer and
be responsible for the transfer and exchange of the Bonds. The Registrar shall maintain the books
for the registration of the transfer and exchange of the Bonds in compliance with the Florida
Registered Public Obligations Act and the system of registration as established by the Issuer pursuant
thereto.
Bonds may be transferred upon the registration books, upon delivery to the Registrar,
together with written instructions as to the details of the transfer of such Bonds, along with the social
security number or federal employer identification number of such transferee and, if such transferee
is a trust, the name and social security or federal employer identification numbers of the settlor and
beneficiaries of the trust, the date of the trust and the name of the trustee. No transfer of any Bond
shall be effective until entered on the registration books maintained by the Registrar.
Upon surrender for transfer or exchange of any Bond, the Issuer shall execute and the
Registrar shall authenticate and deliver in the name of the registered owner or the transferee or
transferees, as the case may be, a new fully registered Bond or Bonds of authorized denominations
of the same maturity and interest rate for the aggregate principal amount which the registered owner
is entitled to receive at the earliest practicable time in accordance with the provisions of this
Resolution. The Issuer or the Registrar may charge the owner of such Bond for every such transfer
or exchange an amount sufficient to reimburse them for their reasonable fees and for any tax, fee, or
other governmental charge required to be paid with respect to such transfer, and may require that
such charge be paid before any such new Bond shall be delivered.
All Bonds presented for transfer, exchange, redemption or payment (if so required by the
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 Registrar, duly executed by
the registered holder or by his duly authorized attorney in fact or legal representative.
All Bonds delivered upon transfer or exchange shall bear interest from the preceding interest
payment date so that neither gain nor loss in interest shall result from the transfer or exchange. New
Bonds delivered upon any transfer or exchange shall be valid obligations of the Issuer, evidencing the
same debt as the Bond surrendered, shall be secured by this Resolution and shall be entitled to all of
the security and the benefits hereof to the same extent as the Bonds surrendered.
The Issuer and the Registrar may treat the registered owner of any Bond as the absolute
owner thereof for all purposes, whether or not such Bonds shall be overdue, and shall not be bound
by any notice to the contrary.
Notwithstanding the foregoing provisions of this Section, the Issuer reserves the right, on or
prior to the delivery of the Bonds to amend or modify the foregoing provisions relating to the regis-
tration of the Bonds by resolution in order to comply with all applicable laws, rules, and regulations
of the United States and/or the State of Florida relating thereto.
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SECTION 11. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case
any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its discretion issue
and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange
and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or
in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the holder furnishing the
Issuer proof of his ownership thereof and satisfactory indemnity and complying with such other
reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the
Issuer may incur. All Bonds so surrendered shall be canceled by the Registrar for the Bonds. If any
of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the
Issuer may pay the same, upon being indemnified as aforesaid, and if such Bonds 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 Issuer whether or not the lost, stolen or destroyed Bonds
be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate
benefits and rights as to lien on the 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 shall be redeemable as
provided by subsequent resolution of the Issuer.
Bonds in denominations greater than an authorized denomination shall be deemed to be an
equivalent number of Bonds in the denomination of an authorized denomination. If a Bond is of a
denomination larger than an authorized denomination, a portion of such Bond may be redeemed, in
the amount of an authorized denomination or integral multiples thereof.
Notice of such redemption, identifying the Bonds or portions thereof called for redemption
(i) shall explicitly state that the proposed redemption is conditioned on there being on deposit in the
applicable fund or account on the redemption date sufficient money to pay the full redemption price
of the Bonds to be redeemed, (ii) shall be filed with the paying agents and any Registrar; and (iii)
shall be mailed by the Registrar, first-class mail, postage prepaid, to all registered owners of the
Bonds to be redeemed not more than sixty (60) days and not less than thirty(30) days prior to the
date fixed for redemption at their addresses as they appear on the registration books to be maintained
in accordance with the provisions hereof. Failure to give such notice by mailing to any owner of
Bonds, or any defect therein, shall not affect the validity of any proceeding for the redemption of
other Bonds.
Notice having been mailed and filed in the manner and under the conditions hereinabove
provided, the Bonds or portions of Bonds so called for redemption shall, on the redemption date
designated in such notice, become and be due and payable at the redemption price provided for
redemption of such Bonds or portions of Bonds on such date. On the date so designated for
redemption, notice having been mailed and filed and moneys for payment of the redemption price
being held in separate accounts in trust for the holders of the Bonds or portions thereof to be
redeemed, all as provided in this Resolution, interest on the Bonds or portions of Bonds so called for
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redemption shall cease to accrue, such Bonds and portions of Bonds shall cease to be entitled to any
lien, benefit or security under this Resolution, and the holders or Registered Owners of such Bonds
or portions of Bonds, shall have no rights in respect thereof, except the right to receive payment of
the redemption price thereof.
Upon surrender of any Bond for redemption in part only, the Issuer shall issue and deliver to
the registered owner thereof, the costs of which shall be paid by the registered owner, a new Bond
or Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion
surrendered.
SECTION 13. FORM OF BONDS. The text of the Bonds shall be in substantially the form
attached hereto as Exhibit A, with such omissions, insertions and variations as may be necessary and
desirable and authorized and permitted by this Resolution or by any subsequent resolution adopted
prior to the issuance thereof.
SECTION 14. BONDS NOT DEBT OF ISSUER. The Bonds shall not be or constitute
general indebtedness of the Issuer within the meaning of any constitutional or statutory provision or
limitation, but shall be payable solely from and secured by a prior lien upon and pledge of the Pledged
Revenues herein provided. No Bondholder shall ever have the right to compel the exercise of the ad
valorem taxing power of the Issuer 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 other
funds of the Issuer except from the Pledged Revenues in the manner provided herein.
SECTION 15. PLEDGED REVENUES. Until payment has been provided for as herein
permitted, the payment of the principal of and interest on the Bonds shall be secured forthwith equally
and ratably by an irrevocable lien on the Pledged Revenues prior and superior to all other liens or
encumbrances on such Pledged Revenues and the Issuer does hereby irrevocably pledge such Pledged
Revenues to the payment of the principal of and interest on the Bonds, the reserves therefor, and for
all other required payments. The Pledged Revenues shall immediately be subject to the lien of this
pledge without any physical delivery thereof or further act, and the lien of this pledge shall be valid
and binding as against all parties having claims of any kind in tort, contract or otherwise against the
Issuer. All funds and accounts created pursuant hereto shall be held by the Finance Director(or such
other officer of the Issuer as shall be approved by the Issuer)as trust funds for payment of the Bonds.
Notwithstanding the foregoing, on the date that such Bonds maturing April 1, 2021 are paid,
the pledge of the lien on the Fourth Cent Tourist Development Tax and the Local Government Half-
Cent Sales Tax shall cease, terminate and be discharged. Concurrent with such termination, funds
held in the Fourth Cent Tourist Development Tax subaccount of the Revenue Fund and the Local
Government Half-Cent Sales Tax subaccount of the Revenue Fund shall be released to the Issuer.
SECTION 16. CREATION OF FUNDS AND ACCOUNTS. There is hereby created the
following funds and accounts:
A. Revenue Fund, and within the Revenue Fund, the State Payments Account, the Fourth
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Cent Tourist Development Tax Account and the Local Government Half-Cent Sales Tax Account;
B. Construction Fund, and within the Construction Fund, a Project Account, a Land
Acquisition Account and a Cost of Issuance Account;
C. Debt Service Fund, and within the Debt Service Fund, an Interest Account, a Principal
Account, Bond Amortization Account and a Reserve Account; and
D. Rebate Fund.
The designation and establishment of the various funds and accounts in and by this Resolution
shall not be construed to require the establishment of any completely independent, self-balancing
funds as such term is commonly defined and used in governmental accounting, but rather is intended
solely to constitute an earmarking of certain revenues and assets for certain purposes and to establish
certain priorities for application of such revenues and assets as herein provided.
SECTION 17. APPLICATION OF BOND PROCEEDS. The proceeds, including
accrued interest and premium,if any, received from the sale of any or all of the Bonds shall be applied
by the Issuer simultaneously with the delivery of such Bonds to the purchaser thereof, as follows:
A. The accrued interest shall be deposited in the Interest Account in the Debt Service Fund
herein created and shall be used only for the purpose of paying interest becoming due on the Bonds.
B. Unless provided from other funds of the Issuer on the date of the Bonds, or unless
provided for through the purchase of municipal bond insurance, a surety bond or other credit facility,
a sum sufficient, with other funds on deposit in the Reserve Account, to equal the Reserve
Requirement shall be deposited in the Reserve Account, herein created and established, and shall be
used only for the purposes provided therefore.
C. The balance of the proceeds shall be deposited in the Construction Fund, with an amount
equal to $7,000,000 to be credited to the Project Account, and amount determined by the County
Administrator to be necessary to pay all costs of issuance associated with the issuance of the Bonds
to be deposited into the Cost of Issuance Account, and the remaining proceeds to be deposited into
the Land Acquisition Account.
D. To the extent not paid by the original purchaser of the Bonds, the Issuer shall pay all costs
and expenses in connection with the issuance, sale and delivery of the Bonds.
SECTION 18. APPLICATION OF MONEYS IN CONSTRUCTION FUND. The
moneys on deposit in the Construction Fund shall be withdrawn and used as and when necessary,
solely for the payment of the costs of the Project and purposes incidental thereto and the costs of
issuance of the Bonds. Moneys on deposit in the subaccounts of the Construction Fund shall be
disbursed in the following manner:
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(i) Moneys in the Project Account of the Construction Fund shall be disbursed pursuant
to the Development Agreement upon submission and approval of a requisition in the
form attached hereto as Exhibit D.
(ii) Moneys in the Land Acquisition Account of the Construction Fund shall be disbursed
at the direction of the County Administrator at closing with any excess funds to be
disbursed to the Issuer, and the Land Acquisition Account shall thereupon be closed.
(iii) Moneys in the Cost of Issuance Account of the Construction Fund shall be disbursed
by the Issuer at the direction of the County Administrator. Any monies remaining in
the Cost of Issuance Account of the Construction Fund six months after the date of
issuance of the Bonds shall be disbursed to the Issuer and the Cost of Issuance
Account shall thereupon be closed.
If for any reason any moneys in the Construction Fund are not necessary for or applied to the
payment of such costs, then such moneys shall be deposited into the Principal Account in the Debt
Service Fund and used only to pay the principal of the Bonds which first becomes due. Anything to
the contrary contained herein notwithstanding, the Construction Fund shall be a trust fund for the
purposes provided herein therefor and shall be Pledged Revenues.
The Issuer's share of any liquidated damages or other moneys paid by defaulting contractors
or their sureties, and all proceeds or insurance compensating for damages to the Project during the
period of construction, shall be deposited in the Project Account in the Construction Fund to assure
completion of the Project.
Any moneys in the Construction Fund which, in the opinion of the Issuer, are not immediately
necessary for expenditure, as hereinabove provided, may be invested in Authorized Investments
maturing at such time or times as will make the proceeds thereof available when needed. All income
derived therefrom shall be deposited into the Rebate Fund to the extent required and the excess, if
any, into the Project Account in the Construction Fund.
When the construction of the Project has been completed and all construction costs have been
paid in full, all funds remaining in the Construction Fund shall be deposited in the Debt Service Fund,
and the Construction Fund shall be closed.
SECTION 19. COVENANTS OF THE ISSUER. Until all principal of and interest on the
Bonds shall have been paid or provided for as herein permitted, the Issuer covenants with the
Bondholders as follows:
A. REVENUE FUND. The State Payments (commencing with the payments due on or
about September 1, 2001), the Fourth Cent Tourist Development Tax (commencing with the taxes
attributable to the month of July, 2001)and the Local Government Half-Cent Sales Tax (commencing
with the payments due on or about September 1, 2001) shall upon receipt thereof be deposited in the
State Payment Account, the Fourth Cent Tourist Development Tax Account and the Local
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Government Half-Cent Sales Tax Account, respectively, in the Revenue Fund. Such Revenue Fund
shall constitute a trust fund for the purposes herein provided and shall be kept separate and distinct
from all other funds of the Issuer and used only for the purposes and in the manner herein provided.
B. DISPOSITION OF REVENUES. All amounts in the Revenue Fund shall be disposed
of monthly in the following order of priority, as needed: (1) amounts in the State Payments Account,
(2) amounts in the Fourth Cent Tourist Development Tax Account and (3) amounts in the Local
Government Half-Cent Sales Tax Account. Such amounts shall be disposed of monthly, but not later
than the eighth(8th)day of each month commencing in the month immediately following the delivery
of the Bonds only in the following manner and the following order of priority:
(1) The Issuer shall first deposit into the Debt Service Fund and credit to the
following accounts, in the following order(except that payments into the Principal Account and the
Bond Amortization Account shall be on a parity with each other), the following identified sums:
(a) Interest Account: Such sum as will be sufficient to pay one-sixth
(1/6th) of all interest coming due on all Bonds on the next interest payment date, together
with any fees and charges of the Paying Agent and Registrar therefor, provided that with
respect to the initial Interest Payment Date for the bonds, the monthly amount shall be
calculated by deducting from the amount due on such Interest Payment Date the amount of
any accrued interest on deposit in the Interest Account and dividing the result by the number
of months between the date of issuance of the Bonds and such initial Interest Payment Date.
The moneys in the Interest Account shall be withdrawn and deposited with the Paying Agent
for the Bonds on or before each interest payment date in an amount sufficient to pay the
interest due on such date and the fees of the Paying Agent and Registrar.
(b) Principal Account: Such sum as will be sufficient to pay one-twelfth
(1/12th) of the principal amount of the Bonds which will mature and become due on such
annual maturity dates beginning in the month which is twelve (12) months prior to the first
principal maturity date. The moneys on deposit in the Principal Account shall be withdrawn
and deposited with the Paying Agent for such Bonds on or before each principal maturity date
in an amount sufficient to pay the principal maturing on such date and the fees and charges
of the Paying Agent and Registrar.
(c) Bond Amortization Account: Such sum as will be sufficient to pay any
Amortization Installment established for the Term Bonds established by any subsequent
resolution of the Issuer.
(2) To the extent that the amounts on deposit in the Reserve Account are less than
the Reserve Account Requirement, the Issuer shall next make deposits into the Reserve Account in
the manner described below from moneys remaining in the Revenue Fund. Any withdrawals from
the Reserve Account shall be subsequently restored from the first moneys available in the Revenue
Fund, after all current applications and allocations to the Debt Service Fund, including all deficiencies
for prior payments that have been made in full. The Issuer may provide that the difference between
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the amounts on deposit in the Reserve Account and the Reserve Account Requirement shall be an
amount covered by a letter of credit rated in one of the two highest categories by nationally
recognized rating agencies, by a surety bond acceptable to any company issuing a policy of municipal
bond insurance guaranteeing the payment of principal and interest on the Bonds, or any combination
thereof. Moneys in the Reserve Account shall be used only for the purpose of the payment of
Amortization Installments, principal of, or interest on the Bonds when the other moneys allocated to
the Debt Service Fund are insufficient therefor, and for no other purpose.
Moneys in the Reserve Account shall be valued at cost. In the event of the refunding of the
Bonds, the Issuer may withdraw from the Reserve Account all or any portion of the amounts
accumulated therein with respect to the Bonds being refunded and deposit such amounts as required
by the Resolution or resolution authorizing the refunding of such Bonds; provided that such
withdrawal shall not be made unless (a) immediately thereafter, the Bonds being refunded shall be
deemed to have been paid pursuant to the provisions hereof, and (b) the amount remaining in the
Reserve Account after giving effect to the issuance of such refunding obligations and the disposition
of the proceeds thereof shall not be less than the Reserve Account Requirement for any Bonds then
Outstanding. Any excess moneys on deposit in the Reserve Account shall be transferred by the Issuer
to the Debt Service Fund.
Any credit instrument provided in lieu of a cash deposit into the debt service reserve fund,
other than the Surety Bond provided by the Bond Insurer, shall conform to the requirements set forth
in Exhibit F attached hereto entitled "Reserve Account Surety Guidelines."
(3) The balance of any moneys remaining in the Revenue Fund at the end of each
month, after the above required payments have been made, may be used by the Issuer for any lawful
purpose; provided, however,that none of said money shall be used for any purposes other than those
hereinabove specified unless all current payments, including any deficiencies for prior payments, have
been made in full and unless the Issuer shall have complied fully with all the covenants and provisions
of this Resolution.
(4) In determining the amount of any of the payments required to be made
pursuant to this Section, credit may be given for all investment income accruing to the respective
funds and accounts described herein, except as otherwise provided.
C. INVESTMENT OF FUNDS. The Debt Service Fund, the Rebate Fund, the Revenue
Fund, the Construction Fund, and any other special funds herein established and created shall
constitute trust funds for the purposes provided herein for such funds. All such funds until invested
shall be continuously secured in the same manner as state and municipal deposits are required to be
secured by the laws of the State of Florida. Moneys on deposit in any of such funds and accounts
may be invested and reinvested in Authorized Investments.
Investments made with moneys in the Construction Fund, the Revenue Fund and the Debt
Service Fund (except the Bond Amortization Account therein), must mature not later than the date
that such moneys will be needed. Investments made with moneys in the accounts in the Bond
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Amortization Account and in the Reserve Account must mature, in the case of the accounts in the
Bond Amortization Account not later than the stated date of maturity of each respective Amortization
Installment of the Term Bonds to be retired from the Bond Amortization Account from which the
investment is made, and in the case of the Reserve Account not later than the final maturity of any
Bonds then outstanding.
Moneys in any fund or account created hereunder (with the exception of the Reserve
Account) may be invested and reinvested in permitted investments which mature not later than the
dates on which the moneys on deposit therein will be needed for the purpose of such fund. Moneys
in the Reserve Account may be invested and reinvested in Authorized Investments maturing not later
than the date of the last maturity of any of the Bonds. All income on such investments, except as
otherwise provided, shall be deposited in the respective funds and accounts from which such
investments were made and be used for the purposes thereof unless and until the maximum required
amount (or, with respect to the Construction Fund, the amount required to acquire, construct and
erect the Project) is on deposit therein, and thereafter shall be deposited in the Revenue Fund.
The cash required to be accounted for in each of the foregoing funds and accounts established
herein may be deposited in a single bank account, and funds allocated to the various accounts
established herein may be invested in a common investment pool, provided that adequate accounting
records are maintained to reflect and control the restricted allocation of the cash on deposit therein
and such investments for the various purposes of such funds and accounts as herein provided.
D. NO MORTGAGE OR SALE OF THE PROJECT. The Issuer irrevocably covenants,
binds and obligates itself not to sell, lease, encumber or in any manner dispose of the Project (except
that the leasing to or the use of the Project by one or more major league baseball teams shall be
expressly permitted)as a whole until all of the Bonds shall have been paid in full as to both principal
and interest, or payment shall have been duly provided for under this Resolution.
E. ISSUANCE OF OTHER OBLIGATIONS.Except as set forth in Section 19.17. hereof,
the Issuer shall issue no bonds or obligations of any kind or nature payable from or enjoying a lien
on the Pledged Revenues if such obligations have priority over the Bonds with respect to payment
or lien, nor shall the Issuer create or cause or permit to be created any debt, lien, pledge, assignment,
encumbrance or other charge on a parity with the lien of the Bonds upon said Pledged Revenues.
Any obligations of the Issuer, other than the Bonds, which are payable from the Pledged Revenues
shall 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 such Pledged Revenues.
F. ISSUANCE OF ADDITIONAL PARITY LOCAL GOVERNMENT HALF-CENT
SALE TAX BONDS. Notwithstanding Section 19.E. hereof, the Issuer may issue additional
obligations pledging alien on the Local Government Half-Cent Sales Tax on a parity with the lien on
such funds in favor of the Bonds. Such additional obligations may be issued as Capital Appreciation
Bonds, Capital Appreciation Income Bonds, Option Bonds, Variable Rate Bonds, Serial Bonds or
Term Bonds if the following conditions are met:
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(1) The Finance Director of the Issuer certifies that the Issuer is not in default under the
covenants of this Resolution;
(2) The Finance Director shall certify at the time of issuance of the Additional Parity
Bonds that based on audited financial statements of the Issuer, the Local Government
Half-Cent Sales Tax received by the Issuer during the most recently completed Fiscal
Year immediately preceding the date of issuance of such Additional Parity Bonds shall
equal or exceed 1.25 times the portion of Maximum Bond Service Requirement on
the Outstanding Bonds anticipated to be paid with Local Government Half- Cent
Sales Tax in accordance with Section 19.B. hereof and the Maximum Bond Service
Requirement for the proposed Additional Parity Bonds. In the event such Additional
Parity Bonds are to be secured by a source of revenue in addition to the Local
Government Half-Cent Sales Tax, such additional revenues (based on the amount
received by the County in the most recent Fiscal Year) shall also be considered in
determining whether such revenues equal or exceed 1.25 times the Maximum Bond
Service Requirement as set forth above.
For the purpose of determining the portion of Maximum Bond Service Requirement
on the Outstanding Bonds"anticipated"to be paid with Local Government Half-Cent
Sales Tax, the difference between the Maximum Bond Service Requirement of the
Bonds and the sum of the State Payments and the average amount of the Fourth Cent
Tourist Development Tax, will be the amount "anticipated" to be paid with Local
Government Half-Cent Sales Tax. The average amount of the Fourth Cent Tourist
Development Tax shall be determined by adding the amount attributable to one cent
of the Tourist Development Tax collected by the Issuer in the four most recently
completed Fiscal Years and dividing such total by four.
G. BOOKS AND ACCOUNTS. The Issuer shall keep proper books, records and accounts
of the receipts of the Pledged Revenues which shall be separate and apart from all other records and
accounts of the Issuer, showing correct and complete entries of revenues collected and any Holders
of any of the Bonds or any duly authorized agent or agents of such Holders shall have the right at any
and all reasonable times to inspect such books, records and accounts. The Issuer shall, at least once
in a year, cause the audit of such books, records and accounts to be made by an independent firm of
certified public accountants.
Copies of each such audit report shall be placed on file with the Issuer and be made available
at reasonable times for inspection by Holders of the Bonds.
H. PLEDGED REVENUES NOT SUBJECT TO REPEAL. The Issuer has full power
to irrevocably pledge such Pledged Revenues to the payment of the principal of and interest on the
Bonds, and the pledging of such Pledged Revenues in the manner provided herein shall not be subject
to repeal or impairment by any subsequent ordinance, resolution or other proceedings of the
governing body of the Issuer or by any subsequent act of the Legislature of Florida.
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I. COVENANT OF PLEDGED REVENUES. The County hereby covenants, that as long
as the Bonds are Outstanding, it will not impair or adversely affect the right of the Issuer to receive
the Pledged Revenues. The Issuer will proceed diligently to perform legally and effectively all steps
required on its part to collect and receive the Pledged Revenues.
SECTION 20. TAX COMPLIANCE.
A. IN GENERAL. The Issuer at all times while the Bonds and the interest thereon are
outstanding will comply with all applicable provisions of the Internal Revenue Code of 1986, as
amended (the "Code")and any valid and applicable rules and regulations promulgated thereunder (the
"Regulations")in order to ensure that the interest on the Bonds will be excluded from gross income
for federal income tax purposes.
B. REBATE. (1) The Issuer shall either make or cause an independent firm of certified
public accountants or tax compliance firm to make and promptly provide to the Issuer the rebate
calculations required by the Code and Regulations, on which the Issuer may conclusively rely in
taking action under this Section. The Issuer shall make deposits to and disbursements from the
Rebate Fund to the extent required by the Code and Regulations and shall otherwise maintain full and
complete accounting records of receipts and disbursements of, and investment purchases and sales
allocated to, the "gross proceeds" subject to the rebate requirements of the Code and Regulations.
The requirements of this Subsection 20B may be superseded or amended by new calculations
accompanied by an opinion of bond counsel addressed to the Issuer to the effect that the use of the
new calculations are in compliance with the Code and Regulations and will not cause the interest on
the Bonds to become included in gross income for Federal income tax purposes.
(2) The Issuer shall either make or cause an independent firm of certified public accountants
or tax compliance firm to annually make and promptly forward to the Issuer after the end of the Bond
Year and within the time required by the Code and the Regulations the computation of the rebate
deposit required by the Code, on which the Issuer may conclusively rely in taking action under this
Subsection B. Records of the determinations required by this Subsection B and the Code and
Regulations shall be retained by the Issuer until six (6) years after the Bonds are no longer
outstanding.
(3) Within the time required by the Code and Regulations following the end of the fifth Bond
Year, as defined in the Code, and every five (5) years thereafter, the Issuer shall pay to the United
States of America ninety percent (90%) of the rebate amounts calculated as of such payment date,
as shown by the computations of the Issuer or the certified public accountants or tax compliance firm,
and one hundred percent (100%) of the earnings on such rebate amounts as of such payment date.
Not later than sixty(60)days after the final retirement of each applicable series of Bonds, the Issuer
shall pay to the United States of America one hundred percent (100%) of the balance remaining of
the rebate amount and the earnings thereon. Each payment required to be paid to the United States
of America pursuant to this Subsection B shall be filed with the Internal Revenue Service. Each
payment shall be accompanied by a copy of the Form 8038-T.
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SECTION 21. DEFAULTS; EVENTS OF DEFAULT AND REMEDIES. Except as
provided below, if any of the following events occur it is hereby defined as and declared to be and
to constitute an "Event of Default":
(A) Default in the due and punctual payment of any interest on the Bonds;
(B) Default in the due and punctual payment of the principal of and premium, if any, on
any Bond, at the stated maturity thereof, or upon proceedings for redemption thereof,
(C) Default in the performance or observance of any other of the covenants, agreements
or conditions on the part of the Issuer contained in this Resolution or in the Bonds and the
continuance thereof for a period of thirty (30) days after written notice to the Issuer given by the
Holders of not less than twenty-five percent(25%)of aggregate principal amount of Bonds then Out-
standing(provided, however, that with respect to any obligation, covenant, agreement or condition
which requires performance by a date certain, if the Issuer performs such obligation, covenant,
agreement or condition within thirty (30) days of written notice as provided above, the default shall
be deemed to be cured);
(D) Failure by the Issuer promptly to remove any execution, garnishment or attachment
of such consequence as will materially impair its ability to carry out its obligations hereunder;
(E) Any act of bankruptcy or the rearrangement, adjustment or readjustment of the
obligations of the Issuer under the provisions of any bankruptcy or moratorium laws or similar laws
relating to or affecting creditors' rights; or
The term "default" shall mean default by the Issuer in the performance or observance of any
of the covenants, agreements or conditions on its part contained in this Resolution, any supplemental
resolution or in the Bonds, exclusive of any period of grace required to constitute a default or an
"Event of Default" as hereinabove provided.
For purposes of Section 21 (A)and(B)hereof, no effect shall be given to any payments made
under any Bond Insurance Policy.
Any Holder of Bonds issued under the provisions hereof or any trustee acting for the Holders
of such Bonds, may either at law or in equity, 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 State or federal law, or granted and contained herein, and
may enforce and compel the performance of all duties required herein or by any applicable law to be
performed by the Issuer or by any officer thereof.
Nothing herein, however, shall be construed to grant to any Holder of the Bonds any lien on
any property of the Issuer, except the Pledged Revenues.
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The foregoing notwithstanding:
(i) No remedy conferred upon or reserved to the Bondholders is intended to be
exclusive of any other remedy, but each remedy shall be cumulative and shall be in addition to any
other remedy given to the Bondholders hereunder.
(ii) No delay or omission to exercise any right or power accruing upon any default or
Event of Default shall impair any such right or power or shall be construed to be a waiver of any such
default or acquiescence therein, and every such right and power may be exercised as often as may be
deemed expedient.
(iii) No waiver of any default or Event of Default hereunder by the Bondholders shall
extend to or shall affect any subsequent default or Event of Default or shall impair any rights or
remedies consequent thereon.
(iv) Acceleration of the payment of principal of and interest on the Bonds shall not be
a remedy hereunder in the case of an Event of Default.
Upon the occurrence of an Event of Default, and upon the filing of a suit or other
commencement of judicial proceedings to enforce the rights of the Bondholders under this
Resolution, the Bondholders shall be entitled, as a matter of right, to the appointment of a receiver
or receivers of the Project and the funds pending such proceedings, with such powers as the court
making such appointment shall confer.
Notwithstanding any provision of this Resolution to the contrary, for all purposes of this
Section 21, except the giving of notice of any Event of Default to the Holder of the Bonds, the Bond
Insurer which provides a Bond Insurance Policy shall be deemed to be the Holder of the Bonds it has
insured.
On the occurrence of an Event of Default, to the extent such rights may then lawfully be
waived, neither the Issuer nor anyone claiming through or under it, shall set up, claim or seek to take
advantage of any stay, extension or redemption laws now or hereafter in force, in order to prevent
or hinder the enforcement of this Resolution, and the Issuer, for itself and all who may claim through
or under it, hereby waives, to the extent it may lawfully do so, the benefit of all such laws and all right
of redemption to which it may be entitled.
Immediately upon the occurrence of any Event of Default described in Section 21(a) or(b)
hereof, and within 30 days of knowledge of the occurrence of any other Event of Default, both the
Issuer and the Paying Agent shall provide notice to the Bond Insurer of the occurrence of any Event
of Default.
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The Bond Insurer shall be included as a party in interest and as a party entitled to (i) notify
the Issuer or any Paying Agent of the occurrence of an Event of Default and (ii) request the Issuer
or any Paying Agent to intervene in judicial proceedings that affect the Bonds or the security therefor.
The Issuer and any Paying Agent are required to accept notice of default from the Bond Insurer.
Anything in this Resolution to the contrary notwithstanding, upon the occurrence and
continuance of an Event of Default, the Bond Insurer shall be entitled to control and direct the
enforcement of all rights and remedies granted to the Bondholders under this Resolution and the
Bond Insurer shall also be entitled to approve all waivers of events of default.
SECTION 22. AMENDING AND SUPPLEMENTING OF RESOLUTION WITHOUT
CONSENT OF HOLDERS OF BONDS. The Issuer, from time to time and at any time and
without the consent or concurrence of any Holder of any Bonds but with the prior written consent
of the Bond Insurer, may adopt a resolution amendatory hereof or supplemental hereto, if the
provisions of such supplemental resolution shall not adversely affect the rights of the Holders of the
Bonds then Outstanding, for any one or more of the following purposes:
(A) To make any changes or corrections in this Resolution as to which the Issuer shall have
been advised by counsel that are required for the purpose of curing or correcting any ambiguity or
defective or inconsistent provisions or omission or mistake or manifest error contained in this
Resolution, or to insert in this Resolution such provisions clarifying matters or questions arising under
this Resolution as are necessary or desirable;
(B) To add additional covenants and agreements of the Issuer for the purpose of further
securing the payments of the Bonds;
(C) To surrender any right, power or privilege reserved to or conferred upon the Issuer
by the terms of this Resolution;
(D) To confirm as further assurance any lien, pledge or charge or the subjection to any lien,
pledge or charge, created or to be created by the provisions of this Resolution;
(E) To grant to or confer upon the Holders any additional right, remedies, powers,
authority or security that lawfully may be granted to or conferred upon them;
(F) To assure compliance with federal "arbitrage" provisions in effect from time to time;
and
(G) To modify any of the provisions of this Resolution in any other aspects provided that
such modifications shall not be effective until after the Bonds Outstanding at the time such
supplemental resolution is adopted shall cease to be Outstanding, or until the holders thereof consent
thereto pursuant to Section 23 hereof, and any Bonds issued subsequent to any such modification
shall contain a specific reference to the modifications contained in such supplemental resolution.
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Except for supplemental resolutions providing for the issuance of Bonds pursuant hereto, the
Issuer shall not adopt any supplemental resolution authorized by the foregoing provisions of this
Section unless in the opinion of Bond Counsel the adoption of such supplemental resolution is
permitted by the foregoing provisions of this Section.
SECTION 23. AMENDMENT OF RESOLUTION WITH CONSENT OF HOLDERS
OF BONDS. Except as provided in Section 22 hereof, no material modification or amendment of
this Resolution or of any resolution supplemental hereto shall be made without the consent in writing
of the Holders of fifty-one percent or more in the principal amount of the Bonds so affected and then
Outstanding. For purposes of this Section, to the extent any Bonds are insured by a policy of
municipal bond insurance or are secured by a letter of credit and such Bonds are then rated in as high
a rating category as the rating category in which such Bonds were rated at the time of initial issuance
and delivery thereof by either Standard & Poor's Corporation or Moody's Investors Service, or
successors and assigns, then the consent of the issuer of such municipal bond insurance policy or the
issuer of such letter of credit shall be deemed to constitute the consent of the Holder of such Bonds.
No modification or amendment shall permit a change in the maturity of such Bonds or a reduction
in the rate of interest thereon or in the amount of the principal obligation thereof or affecting the
promise of the Issuer to pay the principal of and interest on the Bonds as the same shall become due
from the Pledged Revenues or reduce the percentage of the Holders of the Bonds required to consent
to any material modification or amendment hereof without the consent of the Holder or Holders of
all such obligations. For purposes of the immediately preceding sentence, the issuer of a municipal
bond insurance policy or a letter of credit shall not consent on behalf of the Holders of the Bonds.
No amendment or supplement pursuant to this Section 23 shall be made without the prior written
consent of the Bond Insurer.
SECTION 24. DEFEASANCE. The covenants and obligations of the Issuer shall be
defeased and discharged under terms of this Resolution as follows:
(A) If the Issuer shall pay or cause to be paid, or there shall otherwise be paid, to the
Holders of all Bonds the principal, redemption premium, if any, and interest due or to become due
thereon, at the times and in the manner stipulated herein, then the pledge of the Pledged Revenues
and all covenants, agreements and other obligations of the Issuer to the Bondholders, shall thereupon
cease, terminate and become void and be discharged and satisfied. If the Issuer shall pay or cause to
be paid, or there shall otherwise be paid, to the Holders of any Outstanding Bonds the principal or
redemption premium, if any, and interest due or to become due thereon, at the times and in the
manner stipulated herein, such Bonds shall cease to be entitled to any lien, benefit or security under
this Resolution, and all covenants, agreements and obligations of the Issuer to the Holders of such
Bonds shall thereupon cease, terminate and become void and be discharged and satisfied.
(B) The Bonds, redemption premium if any, and interest due or to become due for the
payment or redemption of which moneys shall have been set aside and shall be held in trust (through
deposit by the Issuer of funds for such payment or redemption or otherwise) at the maturity or
redemption date thereof shall be deemed to have been paid within the meaning and with the effect
expressed in paragraph(A)of this Section 24. Any Outstanding Bonds shall prior to the maturity or
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redemption date thereof be deemed to have been paid within the meaning and with the effect
expressed in paragraph (A) of this Section if(i) in case any of said Bonds are to be redeemed on any
date prior to their maturity, the Issuer shall have given to the escrow agent instructions accepted in
writing by the escrow agent to notify Holders of Outstanding Bonds in the manner required herein
of the redemption of such Bonds on said date and (ii)there shall have been deposited with the escrow
agent either moneys in an amount which shall be sufficient, or Federal Securities (including any
Federal Securities issued or held in book-entry form on the books of the Department of the Treasury
of the United States)the principal of and the interest on which when due will provide moneys which,
together with the moneys, if any, deposited with the escrow agent at the same time, shall be sufficient,
to pay when due the principal of or premium, if any, and interest due and to become due on said
Bonds on or prior to the redemption date or maturity date thereof, as the case may be.
Notwithstanding anything herein to the contrary, in the event that the principal and/or interest
due on the Bonds shall be paid by the Bond Insurer pursuant to the Bond Insurance Policy, the Bonds
shall remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered
paid by the Issuer, and all covenants, agreements and other obligations of the Issuer to the registered
owners shall continue to exist and shall run to the benefit of the Bond Insurer and the Bond Insurer
shall be subrogated to the rights of such registered owners.
Whenever the defeasance of Bonds is accomplished through the delivery of Federal Securities,
the Issuer shall cause to be delivered a verification report of an independent nationally recognized
certified public accountant relating to the adequacy of such deposit of Federal Securities. In addition,
if a forward supply contract is employed in connection with the refunding, (i) such verification report
shall also expressly state that the adequacy of the escrow to accomplish the refunding relies solely on
the initial escrowed investments and the maturing principal thereof and interest income thereon and
does not assume performance under or compliance with the forward supply contract, and (ii) the
applicable escrow agreement shall provide that in the event of any discrepancy or difference between
the terms of the forward supply contract and the escrow agreement (or the authorizing document,
if no separate escrow agreement is utilized), the terms of the escrow agreement or authorizing
document, if applicable, shall be controlling.
SECTION 25. PROVISIONS APPLICABLE TO BOND INSURER.
(A) Payments under the Policy:
(i) If, on the third day preceding any interest payment date for the Bonds there
is not on deposit with the Paying Agent sufficient moneys available to pay all
principal of and interest on the Bonds due on such date, the Paying Agent
shall immediately notify the Bond Insurer and State Street Bank and Trust
Company, N.A., New York, New York or its successor as its Fiscal Agent
(the "Fiscal Agent") of the amount of such deficiency. If, by said interest
payment date, the Issuer has not provided the amount of such deficiency, the
Paying Agent shall simultaneously make available to the Bond Insurer and to
the Fiscal Agent the registration books for the Bonds maintained by the Paying
23
• r
Agent. In addition:
(a) The Paying Agent shall provide the Bond Insurer with a list of the
Bondholders entitled to receive principal or interest payments from the
Bond Insurer under the terms of the Bond Insurance Policy and shall
make arrangements for the Bond Insurer and its Fiscal Agent (1) to
mail checks or drafts to Bondholders entitled to receive full or partial
interest payments from the Bond Insurer and (2) to pay principal of
the Bonds surrendered to the Fiscal Agent by the Bondholders entitled
to receive full or partial principal payments from the Bond Insurer;
and
(b) The Paying Agent shall, at the time it makes the registration books
available to the Bond Insurer pursuant to (A) above, notify
Bondholders entitled to receive the payment of principal of or interest
on the Bonds from the Bond Insurer (1) as to the fact of such
entitlement, (2)that the Bond Insurer will remit to them all or part of
the interest payments coming due subject to the terms of the Bond
Insurance Policy, (3)that, except as provided in paragraph (ii) below,
in the event that any Bondholder is entitled to receive full payment of
principal from the Bond Insurer, such Bondholder must tender his
Bond with the instrument of transfer in the form provided on the Bond
executed in the name of the Bond Insurer, and (4) that, except as
provided in paragraph(ii)below, in the event that such Bondholder is
entitled to receive partial payment of principal from the Bond Insurer,
such Bondholder must tender his Bond for payment first to the Paying
Agent, which shall note on such Bond the portion of principal paid by
the Paying Agent, and then, with an acceptable form of assignment
executed in the name of the Bond Insurer, to the Fiscal Agent, which
will then pay the unpaid portion of principal to the Bondholder subject
to the terms of the Bond Insurance Policy.
In the event that the Paying Agent has notice that any payment of principal of
or interest on a Bond has been recovered from a Bondholder pursuant to the
United States Bankruptcy Code by a trustee in bankruptcy in accordance with
the final, nonappealable order of a court having competent jurisdiction, the
Paying Agent shall, at the time it provides notice to the Bond Insurer, notify
all Bondholders that in the event that any Bondholder's payment is so
recovered, such Bondholder will be entitled to payment from the Bond Insurer
to the extent of such recovery, and the Paying Agent shall furnish to the Bond
Insurer its records evidencing the payments of principal of and interest on the
Bonds which have been made by the Paying Agent and subsequently
recovered from Bondholders, and the dates on which such payments were
made.
24
s e
(iii) The Bond Insurer shall, to the extent it makes payment of principal of or
interest on the Bonds, become subrogated to the rights of the recipients of
such payments in accordance with the terms of the Bond Insurance Policy and,
to evidence such subrogation, (A) in the case of subrogation as to claims for
past due interest, the Paying Agent shall note the Bond Insurer's fights as
subrogee on the registration books maintained by the Paying Agent upon
receipt from the Bond Insurer of proof of the payment of interest thereon to
the Bondholders of such Bonds and(B)in the case of subrogation as to claims
for past due principal, the Paying Agent shall note the Bond Insurer's rights
as subrogee on the registration books for the Bonds maintained by the Paying
Agent upon receipt of proof of the payment of principal thereof to the
Bondholders of such Bonds. Notwithstanding anything in this Resolution or
the Bonds to the contrary, the Paying Agent shall make payment of such past
due interest and past due principal directly to the Bond Insurer to the extent
that the Bond Insurer is a subrogee with respect thereto.
(B) Reporting Requirements: The Bond Insurer shall be provided with the following
information:
(i) Within 180 days after the end of each Fiscal Year, the budget for the
succeeding year, the annual audited financial statements, a statement of the
amount on deposit in the Reserve Account as of the last valuation, and, if not
presented in the audited financial statements, a statement of the tax revenues
pledged to payment of Bonds in each such fiscal year;
(ii) The official statement or other disclosure document, if any, prepared in
connection with the issuance of additional debt, whether or not on parity with
the Bonds within 30 days after the sale thereof,
(iii) Notice of any drawing upon or deficiency due to market fluctuation in the
amount, if any, on deposit, in the Reserve Account;
(iv) Notice of the redemption, other than mandatory sinking fund redemption, of
any of the Bonds, or of any advance refunding of the Bonds, including the
principal amount, maturities and CUSP numbers thereof, and
(v) Such additional information as the Bond Insurer may reasonably request from
time to time.
25
s ,
Notice Addresses:
The notice addresses for the Bond Insurer and the Fiscal Agent shall be as follows: Financial
Guaranty Insurance Company, 115 Broadway, New York, New York 10006, Attention: Risk
Management; and State Street Bank and Trust Company, N.A., 61 Broadway, New York, New York
10006, Attention: Corporate Trust Department.
SECTION 26. BOND INSURANCE POLICY AND SURETY BOND. A Bond
Insurance Policy and a Surety Bond for the Bonds, are hereby authorized to be purchased from
Financial Guaranty Insurance Company in accordance with the commitments therefor attachment
hereto as Exhibit B, and payment for such Surety Bond is hereby authorized to be made from
proceeds of the Bonds. In furtherance thereof, the Issuer is hereby authorized to enter into a Debt
Service Reserve Fund Policy Agreement for the Bonds (the "Guaranty Agreement") with Financial
Guaranty Insurance Company, and the Chairman or Vice Chairman are hereby authorized to execute
and deliver and the Clerk is hereby authorized to attest such Guaranty Agreement in substantially the
form attached hereto as Exhibit C with such changes, insertions and omissions as shall be made by
the officers of the Issuer executing the same, with execution thereof being conclusive evidence of
such approval.
SECTION 27. PAYING AGENT AND REGISTRAR First Union National Bank is
hereby appointed and designated to serve as Paying Agent and Registrar for the Bonds.
SECTION 28. SEVERABILITY OF INVALID PROVISIONS. If any one or more of
the covenants, agreements or provisions herein contained shall be held contrary to any express
provisions of law or contrary to the policy of express law, though not expressly prohibited, or against
public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed separable from the remaining covenants,
agreements or provisions and shall in no way affect the validity of any of the other provisions hereof
or of the Bonds issued hereunder.
SECTION 29. REPEALING CLAUSE. All Resolutions or resolutions or parts thereof of
the Issuer in conflict with the provisions herein contained are, to the extent of such conflict, hereby
superseded and repealed.
SECTION 30. EFFECTIVE DATE. This Resolution shall take effect immediately upon
its adoption.
26
Approved and adopted by the Board of County Commissioners of Indian River County,
Florida on this 7th day of August, 2001
BOARD OF COUNTY COMMISSION
INDIAN RIVER COUNTY, FLORIDA
By:
Chairman
ATTEST: Jeffrey K. Barton, Clerk
By:
Deputy Clerk
Approved as to Form and
Legal Sufficiency
By:
Special County Attorney
27
s
EXHIBIT A
FORM OF BONDS
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
REVENUE BONDS (SPRING TRAINING FACILITY), SERIES 2001
KNOW ALL MEN BY THESE PRESENTS that Indian River County, Florida(hereinafter
called "County"), for value received, hereby promises to pay to the order
of , or registered assigns, as herein provided, on the day
of , upon the presentation and surrender hereof at the principal corporate trust
office of First Union National Bank, in the City of , Florida (the "Registrar"), from the
special funds hereinafter mentioned, the principal sum of DOLLARS in any
coin or currency of the United States of America which on the date of payment thereof is legal tender
for the payment of public and private debts, and to pay, solely from said sources, to the registered
owner hereof by check mailed to the registered owner at his address as it appears on the Bond
registration books of the County, interest on said principal sum on each April 1 and October 1
commencing April 1, 2002 from the interest payment date next preceding the date of registration and
authentication of this Bond, unless this Bond is registered and authenticated as of an interest payment
date, in which case it shall bear interest from said interest payment date, or unless this Bond is
registered and authenticated prior to April 1, 2002, in which event this Bond shall bear interest from
August 1, 2001.
The Bonds of this issue shall be subject to redemption prior to their maturity at the option of
the County.
(Insert Optional or Mandatory Redemption Provisions)
Notice of such redemption shall be given in the manner required by the Resolution described
below.
This Bond is one of an authorized issue of Bonds in the aggregate principal amount of
$ of like date,tenor and effect, except as to number, maturity and interest rate, issued
to finance the cost of acquiring, constructing and equipping of the existing baseball spring training
facility and any related improvements in Indian River County, Florida, (the "Project") and in full
compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter
125, Florida Statutes, County Home Rule Ordinance No. 95-16 and Resolution No. duly
adopted on , 2001 (hereinafter called "Resolution"), and is subject to all the terms and
conditions of such Resolution.
A-1
4
This Bond is payable solely from and secured by a lien upon and pledge of the Pledged
Revenues, as defined in the Resolution, in the manner provided in the Resolution.
This Bond does not constitute a general indebtedness of the County within the meaning of any
constitutional, statutory or charter provision or limitation, and it is expressly agreed by the Holder
of this Bond that such Bondholder shall never have the right to require or compel the exercise of the
ad valorem taxing power of the County or taxation of any real or personal property therein for the
payment of the principal of and interest on this bond or the making of any Debt Service Fund, reserve
or other payments provided for in the Resolution.
It is further agreed between the County and the Holder of this Bond that this Bond and the
indebtedness evidenced thereby shall not constitute a lien upon any property of or in the County, but
shall constitute a lien only on the Pledged Revenues all in the manner provided in the Resolution.
The County in the Resolution has covenanted with and for the benefit of the holders of the
Bonds of this issue(i)that it will take all actions required to insure receipt of the Pledged Revenues,
as defined in the Resolution, (ii)that the pledge and covenants in the Resolution constitute a contract
between the County and the holders of the Bonds of this issue and are not subject to repeal,
impairment or modification by the County or the Legislature of the State of Florida. The County has
made certain other covenants for the benefit of the holders of the Bonds of this issue, for the terms
of which reference is made to the Resolution.
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 laws and Constitution of the State of
Florida applicable thereto, and that the issuance of the Bonds of this issue does not violate any
constitutional, statutory, or charter limitation or provision.
This Bond is and has all the qualities and incidents of a negotiable instrument under Article
8 of the Uniform Commercial Code, the State of Florida, Chapter 678, Florida Statutes.
The transfer of this Bond is registrable by the Bondholder hereof in person or by his attorney
or legal representative at the principal corporate trust office of the Registrar but only in the manner
and subject to the conditions provided in the Resolution and upon surrender and cancellation of this
Bond.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit
or security under the Resolution until it shall have been authenticated by the execution by the
Registrar of the certificate of authentication endorsed hereon.
A-2
v +
IN WITNESS WHEREOF, Indian River County, Florida, has issued this Bond and has caused
the same to be signed by the Chairman [or Vice Chairman] of the Board of County Commissioners
and countersigned and attested to by the Clerk [or Deputy Clerk], (the signatures of the Chairman
or Vice Chairman and the Clerk or Deputy Clerk being authorized to be facsimile of such officers'
signatures) and its seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or
reproduced hereon, all as of the day of , 200_.
INDIAN RIVER COUNTY, FLORIDA
(SEAL) (manual or facsimile)
Chairman for Vice Chairman]
ATTESTED AND COUNTERSIGNED:
(manual or facsimile)
Clerk [or Deputy Clerk]
A-3
k +
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of the within mentioned
Resolution.
Registrar, as Authenticating Agent
Date of Authentication:
By (manual signature)
Authorized Officer
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or other identifying number of transferee)
the attached Bond of Indian River County, Florida, and does hereby constitute and appoint
, attorney, to transfer the said Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Date
Signature Guaranteed by
[member firm of the New York Stock
Exchange or a commercial bank or a
trust company.]
By: (manual signature.)
NOTICE: No transfer will be registered and
no new Bonds will be issued in the name of
the Transferee, unless the signature to this
assignment corresponds with the name as it
appears upon the face of the within Bond in
every particular, without alteration or
enlargement or any change whatsoever and the
Social Security or Federal Employer
Identification Number of the Transferee as
supplied.
A-4
t
[BOND COUNSEL OPINION]
STATEMENT OF INSURANCE
Financial Guaranty Insurance Company ("Financial Guaranty") has issued a policy containing the
following provisions with respect to Indian River County, Florida, Revenue Bonds (Spring Training
Facility), Series 2001 (the "Bonds"), such policy being on file at the principal office of[Paying
Agent], as paying agent (the"Paying Agent"):
Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the
Bondholders that portion of the principal of and interest on the Bonds which is then due forpayment
and which the issuer of the Bonds(the"Issuer")shall have failed to provide. Due for paymentmea
with respect to principal; the stated maturity date thereof, or the date on which the same shall have
been duly called for mandatory sinking fund redemption and does not refer to any earlier date on
which the payment of principal of the Bonds is due by reason of call for redemption (other than
mandatory sinking fund redemption), acceleration or other advancement of maturity, and with respect
to interest, the stated date for payment of such interest.
Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written notice
by registered or certified mail, from a Bondholder or the Paying Agent to Financial Guaranty that the
required payment of principal or interest has not been made by the Issuer to the Paying Agent,
Financial Guaranty on the due date of such payment or within one business day after receipt of notice
of such nonpayment, whichever is later, will make a deposit of funds, in an account with State Street
Bank and Trust Company, N.A., or its successor as its agent (the "Fiscal Agent"), sufficient to make
the portion of such payment not paid by the Issuer. Upon presentation to the Fiscal Agent of evidence
satisfactory to it of the Bondholder's right to receive such payment and any appropriate instruments
of assignment required to vest all of such Bondholder's right to such payment in Financial Guaranty,
the Fiscal Agent will disburse such amount to the Bondholder.
As used herein the term"Bondholder" means the person other than the Issuer or the borrower(s) of
bond proceeds who at the time of nonpayment of a Bond is entitled under the terms of such Bond to
payment thereof.
The policy is non-cancellable for any reason.
FINANCIAL GUARANTY INSURANCE COMPANY
A-5
EXHIBIT B
COMMITMENT OF BOND INSURER
B-1
L 1'
Financial Guaranty Insurance
Company
115 Broadway FDIC,
New York,NY 10006
(212)312-3000
(800)352-0001
A GE Capita!Company
April 20,2001
Mr.Joseph A.Baird
Asst.County Administrator
Indian River County
1840251"Street
Vero Beach,Florida 32960
Re: New Issue and Debt Service Reserve Fund Policies Relating to Indian River County,Florida,Revenue
Bonds(Spring Training Facility),Series 2001
Dear Mr.Baird:
Enclosed please find one original and one copy of our commitments to provide municipal bond insurance and a
debt service reserve fund policy for the above-referenced bond issue. There are no other fees or expenses charged
by Financial Guaranty other than those outlined in the commitment letters. With respect to the rating agencies and
rating agency fees on insured transactions, please read the enclosure attached to the new issue commitment letter
and familiarize yourself with its contents prior to printing the preliminary official statement. Payment of any such
fees is not the responsibility of Financial Guaranty; it is a matter solely between the issuer and the rating agencies.
Financial Guaranty will utilize its inside counsel,as needed.
Various Exhibits are attached to the new issue commitment letter and the reserve policy commitment letter. These
Exhibits contain provisions that must be printed on the Bonds or incorporated into the authorizing document for
the Bonds and the official statement, as appropriate. Note, too, that Exhibit B to the reserve policy commitment
letter is a form of the Debt Service Reserve Fund Policy Agreement which is to be executed in connection with the
issuance of the reserve policy.
All inquiries regarding the commitment letter conditions,the bond documents, and closing procedures, as well as
proofs of the bond form and official statement (prior to their final printing), should be directed to Claudette A.
Littlejohn (212-312-3374), at the same address. Also, it is essential that you inform us as soon as possible of
the closing date for this bond issue.
At bond closing, the premium payment should be made to Financial Guaranty via a Federal funds wire transfer.
Wire transfer instructions are enclosed.
Please fax to 212-312-3206 a copy of the signature page of the original commitment letter executed by the
appropriate official by April 27,2001. Also,return the original executed commitment letter to Claudette A.
Littlejohn by regular mail at the address set forth on the first page of the commitment letter.
Si rely, -
P
seph P isi
Public Finance
:hm
cc: Claudette A.Littlejohn-FGIC
Dale Robert Bicknell-Florida Resident Agent
Bob Reid-Bryant,Miller and Olive,P.A.
Mitchell N.Owens—William R.Hough&Co.
Pon isi\Commit200I\FL-Indian River County-NI
Financial Guaranty Insurance
Company
115 Broadway
New York,NY 10006
(2 12)311-3000
(800)352-0001
A GE Capital Company
Commitment
For Municipal Bond Insurance
Issuer: Indian River County, Florida Date of Commitment: April 20, 2001
Expiration Date: June 20, 2001*
Bonds Insured: Not to exceed $22,000,000 in Premium: 0.295% of total debt service on the
principal amount of Revenue Bonds(Spring Bonds Insured**
Training Facility), Series 2001
FINANCIAL GUARANTY INSURANCE COMPANY
("Financial Guaranty")
A Stock Insurance Company
hereby commits to issue a Municipal Bond New Issue Insurance Policy (the "Policy"), in the form
attached hereto as Exhibit A, relating to the above-described debt obligations (the "Bonds"),
subject to the terms and conditions contained herein or added hereto.
To keep this Commitment in effect after the Expiration Date set forth above, a request for renewal
must be submitted to Financial Guaranty prior to such Expiration Date. Financial Guaranty
reserves the right to refuse wholly or in part to grant a renewal.
THE MUNICIPAL BOND NEW ISSUE INSURANCE POLICY SHALL BE ISSUED IF
THE FOLLOWING CONDITIONS ARE SATISFIED:
I. The documents to be executed and delivered in connection with the issuance and sale of the
Bonds shall not contain any untrue or misleading statement of a material fact and shall not
fail to state a material fact necessary in order to make the information contained therein not
misleading.
2. No event shall occur which would permit any purchaser of the Bonds, otherwise required, not
to be required to purchase the Bonds on the date scheduled for the issuance and delivery
thereof.
Subject to written acceptance of this Commitment being furnished to Financial Guaranty
by the earlier of the date on which the disclosure document relating to the Bonds is
circulated and April 27,2001.
** The amount of Bond proceeds deposited with the Trustee or Paying Agent at closing for
the payment of accrued interest shall not be applied as a credit in calculating total debt
service on the Bonds Insured.
Page 1 of 4
t
Financial Guaranty Insurance
Company
3. There shall be no material change in or affecting the Bonds (including, without limitation, the
security for the Bonds) or the financing documents or the official statement (or any similar
disclosure documents) to be executed and delivered in connection with the issuance and sale
of the Bonds from the descriptions or forms thereof approved by Financial Guaranty.
4. The Bonds shall contain no reference to Financial Guaranty,the Policy or the municipal bond
insurance evidenced thereby except as may be approved by Financial Guaranty.
5. Financial Guaranty shall be provided with the following:
(a) (i) Executed copies of all financing documents, the official statement (or any similar
disclosure document), and all Bond documentation evidencing the Issuer's ability and
intent to comply with the Internal Revenue Code of 1986, as amended (if in the
opinion of bond counsel (described below) ongoing compliance would be necessary to
maintain the exemption from federal income taxation of interest on the Bonds), which
shall be in form and substance acceptable to Financial Guaranty; (ii) the various legal
opinions delivered in connection with the issuance and sale of the Bonds, including,
without limitation, the unqualified approving opinion of bond counsel rendered by a
law firm acceptable to Financial Guaranty and addressed to (or with a reliance letter
addressed to) Financial Guaranty, which opinion shall include a statement to the effect
that the interest on the Bonds is excludable from gross income of the holders thereof
for federal income tax purposes under the Internal Revenue Code of 1986, as amended
(if the Bonds are issued as tax-exempt obligations); and (iii) opinion(s) of counsel,
addressed to and in form and substance satisfactory to Financial Guaranty, as to the
due authorization,validity and enforceability of all financing and bond documentation.
Copies of all drafts of such documents and legal opinions (blacklined as appropriate)
prepared subsequent to the date of this Commitment shall be furnished to Financial
Guaranty. Final drafts of such documents shall be provided to Financial Guaranty at
least five (5) business days prior to the issuance of the Policy unless Financial
Guaranty shall approve a shorter period and such documents shall be satisfactory to
Financial Guaranty in all respects.
(b) Evidence of wire transfer in federal funds in an amount equal to the insurance
premium, unless alternative arrangements for the payment of the premium acceptable
to Financial Guaranty have been made prior to the delivery date of the Bonds.
(c) On or prior to the date of delivery of the Policy, Financial Guaranty shall receive a
letter from bond counsel stating that all requirements of the exhibit attached hereto
entitled "Legal Documentation Requirements" have been satisfied and incorporated
into the appropriate bond documents.
6. All drafts of the preliminary official statement, official statement or any other disclosure
documents and the form of the Bonds should be directed to the attention of
Claudette A. Littlejohn (212-312-3374) at Financial Guaranty for approval. All other
documentation and any inquiries concerning this Commitment should be directed to
Joseph Ponisi (212-312-3054),the Financial Guaranty analyst assigned to this transaction.
7. All authorizing documents shall be subject to Financial Guaranty's review and approval and
shall incorporate all of the terms and conditions set forth in exhibit attached hereto entitled
"Legal Documentation Requirements," all of which provisions may, at bond counsel's
election, be incorporated into one article of, or as an exhibit to, the appropriate authorizing
documents, or may be incorporated into the appropriate specific sections of the appropriate
authorizing documents.
Page 2 of 4
t
Financial Guaranty Insurance
Company
8. If the subject transaction includes the issuance of refunding bonds, the following additional
conditions shall be met:
(a) The Escrow Agreement (the "Escrow Agreement") providing for the refunding of the
bonds to be refunded with the proceeds of the Bonds (the "Prior Bonds") shall permit
the deposit solely of cash, direct non-callable obligations of the United States of
America and securities fully and unconditionally guaranteed as to the timely payment
of principal and interest by the United States of America, to which direct obligation or
guarantee the full faith and credit of the United States of America has been pledged,
Refcorp interest strips, CATS, TIGRS, STRPS, or defeased municipal bonds rated
AAA by S&P or Aaa by Moody's (or any combination thereof) ("Direct Obligations")
and shall permit substitution of Direct Obligations for other Direct Obligations solely
upon the receipt by the escrow agent of(i) a new verification of the sufficiency of the
escrowed securities (assuming such substitution has been made) to provide for the
payment of the Prior Bonds in accordance with the terms of the escrow agreement and
(ii) an opinion of bond counsel to the effect that such substitution shall not affect the
tax-exempt status of interest on the Prior Bonds or the Bonds. Modification of the
Escrow Agreement shall not be permitted unless the holders of all of the Prior Bonds
consent to such modification.
(b) At least five business days prior to the proposed date for delivery of the Policy,
Financial Guaranty shall receive for its review and approval (i) the verification by
independent certified public accountants satisfactory to Financial Guaranty of the
accuracy of the mathematical computation of the adequacy of the escrow established to
provide for the payment of the Prior Bonds in accordance with the terms and
provisions of the Escrow Agreement, (ii) as applicable, copies of the subscription
forms for the purchase and issue of U.S. Treasury Securities - State and Local
Government Series which have been stamped as received by the Federal Reserve Bank
or copies of the confirmations of purchase of open market Direct Obligations, and (iii)
the form of an opinion of bond counsel addressed to Financial Guaranty (or a reliance
letter relating thereto) to the effect that, upon the making of the required deposit to the
escrow,the legal defeasance of the Prior Bonds shall have occurred. An executed copy
of such opinion shall be forwarded to Financial Guaranty, together with the
documentation requested by Condition 5 hereof.
(c) The Escrow Agreement may provide that cash received by the escrow agent not
required for purchase of the initial investments that are referenced in the verification
report may be invested, in accordance with an opinion of bond counsel as described in
Condition (a)(ii) above, by the escrow agent, but only in noncallable Direct
Obligations that mature in an amount at least equal to the purchase price of such Direct
Obligations prior to the next scheduled interest payment date for the Prior Bonds. The
escrow agent shall be responsible for determining compliance with this requirement.
(d) A forward supply contract relating to the provision of such investments which is
acceptable to Financial Guaranty may be entered into at closing if(i)the terms thereof
are consistent with the foregoing requirements, (ii) the Escrow Agreement provides
that in the event of any discrepancy or difference between the terms of the forward
supply contract and the Escrow Agreement, the terms of the Escrow Agreement shall
be controlling, and(iii)the verification report shall expressly state that the adequacy of
the escrow to accomplish the refunding project relies solely on the initial escrowed
investments and the maturing principal thereof and interest income thereon and does
not assume performance under or compliance with the forward supply contract.
Page 3 of 4
`
Financial Guaranty Insurance r
Compan}
9. The Bonds shall bear a Statement of Insurance in the form attached hereto as Exhibit B(also
available online on our web site at u1111w.fgic.com). BOND PROOFS SHALL BE
APPROVED BY FINANCIAL GUARANTY PRIOR TO PRINTING.
10. The preliminary official statement and the official statement shall (a) be satisfactory in form
and substance to Financial Guaranty and (b) shall contain the language attached hereto as
Exhibit C and only such other references to Financial Guaranty as we shall supply or
approve. Financial Guaranty's official statement language and cover logo are also available
online on our web site at www.fgic-com.
11. Promptly after the closing of the Bonds, Financial Guaranty shall receive three completed
sets of executed documents (one original and two photocopies), copies of which we will
deliver to each agency rating the Bonds.
Jose Ponis
Director
To keep this commitment in effect to the Expiration Date set forth on the first page, Financial
Guaranty must receive a duplicate of this Commitment executed by an appropriate officer of the
Issuer by the earlier of the date on which the disclosure document relating to the Bonds is
circulated and April 27, 2001.
The undersigned agrees that if the Bonds are insured by a policy of municipal bond insurance, such
insurance shall be provided by Financial Guaranty in accordance with the terms of this
Commitment.
Accepted as of by Indian River County,Florida.
By:
Name:
Title:
Ponisi\Commit200ITL-Indian River County-NI
6000053
Page 4 of 4
1 '
Exhibit A
Financial Guaranty Insurance
Company jr
115 Broadway
New York, NY 10006
(212)312-3000
(800)352-0001
A GE Capital Company
Municipal Bond
New Issue Insurance Policy
Issuer: Policy Number:
Control tuber: 0010001
Bonds:
Financial Guaranty Insurance Company ("Fin tGGu a New York stock insurance company, in
consideration of the payment of the premiu a u ect to the terms of this Policy,hereby unconditionally and
irrevocably agrees to pay to State Strea k and Trust Company, N.A., or its successor, as its agent (the
"Fiscal Agent"), for the benefit of Bondho rs,that portion of the principal and interest on the above-described
debt obligations (the "Bonds") which shall become Due for Payment but shall be unpaid by reason of
Nonpayment by the Issuer.
Financial Guaranty will make such payments to the Fiscal Agent on the date such principal or interest becomes
Due for Payment or on the Business Day next following the day on which Financial Guaranty shall have
received Notice of Nonpayment, whichever is later. The Fiscal Agent will disburse to the Bondholder the face
amount of principal and interest which is then Due for Payment but is unpaid by reason of Nonpayment by the
Issuer but only upon receipt by the Fiscal Agent, in form reasonably satisfactory to it, of(i) evidence of the
Bondholder's right to receive payment of the principal or interest Due for Payment and (ii)evidence, including
any appropriate instruments of assignment, that all of the Bondholder's rights to payment of such principal or
interest Due for Payment shall thereupon vest in Financial Guaranty. Upon such disbursement, Financial
Guaranty shall become the owner of the Bond, appurtenant coupon or right to payment of principal or interest
on such Bond and shall be fully subrogated to all of the Bondholder's rights thereunder, including the
Bondholder's right to payment thereof.
This Policy is non-cancellable for any reason. The premium on this Policy is not refundable for any reason,
including the payment of the Bonds prior to their maturity. This Policy does not insure against loss of any
prepayment premium which may at any time be payable with respect to any Bond.
As used herein, the term "Bondholder"means, as to a particular Bond, the person other than the Issuer who, at
the time of Nonpayment, is entitled under the terms of such Bond to payment thereof. "Due for Payment"
means,when referring to the principal of a Bond,the stated maturity date thereof or the date on which the same
shall have been duly called for mandatory sinking fund redemption and does not refer to any earlier date on
which payment is due by reason of call for redemption (other than by mandatory sinking fund redemption),
acceleration or other advancement of maturity and means,when referring to interest on a Bond, the stated date
FGIC is a registered service mark used by Financial Guaranty Insurance Company under license from its parent company,FGIC Corporation.
Form 9000(10/93) Page 1 of 2
Financial Guaranty Insurance
Company Pi CI C
1 I5 Broadway 1 l i
New York, NY 10006
(212)312-3000
(800)352-0001
A GE Capital Company
Municipal Bond
New Issue Insurance Policy
for payment of interest. "Nonpayment" in respect of a Bond means the failure of the Issuer to have provided
sufficient funds to the paying agent for payment in full of all principal Nd interest Due for Payment on such
Bond. "Notice"means telephonic or telegraphic notice, subsequen ValWed in writing,or written notice by
registered or certified mail, from a Bondholder or a payin a Vr the Bonds to Financial Guaranty.
"Business Day" means any day other than a Saturday, Su>i o on which the Fiscal Agent is authorized
by law to remain closed.
In Witness Whereof, Financial Guaranty h c u d is Policy to be affixed with its corporate seal and to be
signed by its duly authorized officer in He to become effective and binding upon Financial Guaranty by
virtue of the countersignature of its duly aorized representative.
F,"-1 �
President
Effective Date: Authorized Representative
State Street Bank and Trust Company,N.A.,acknowledges that it has agreed to perform the duties of Fiscal
Agent under this Policy.
Authorized Officer
FGIC is a registered service mark used by Financial Guaranty Insurance Company under license from its parent company.FGIC Corporation.
Form 9000(10/93) Page 2 of 2
i t
Financial Guaranty Insurance !'
Company
1 1 . qJ1 .
5 Broadway
New York, NY 10006
(212)312-3000
(800)352-0001
A GE Capital Company
Endorsement
To Financial Guaranty Insurance Company
Insurance Policy
Policy Number: Control mber: 0010001
It is further understood that the term "Nonpayment" in a and includes any payment of principal or
interest made to a Bondholder by or on behalf of Issuer such Bond which has been recovered from such
Bondholder pursuant to the United States B de by a trustee in bankruptcy in accordance with a
final,nonappealable order of a court hav' 9 pjurisdiction.
NOTHING HEREIN SHALL BE CONS ED TOOMWAIVE, ALTER, REDUCE OR AMEND COVERAGE
IN ANY OTHER SECTION OF THE POLICY. IF FOUND CONTRARY TO THE POLICY LANGUAGE,
THE TERMS OF THIS ENDORSEMENT SUPERSEDE THE POLICY LANGUAGE.
In Witness Whereof, Financial Guaranty has caused this Endorsement to be affixed with its corporate seal and
to be signed by its duly authorized officer in facsimile to become effective and binding upon Financial
Guaranty by virtue of the countersignature of its duly authorized representative.
President
Effective Date: Authorized Representative
Acknowledged as of the Effective Date written above:
Authorized Officer
State Street Bank and Trust Company,N.A.,as Fiscal Agent
FGIC is a registered service mark used by Financial Guaranty Insurance Company under license from its parent company,FGIC Corporation.
Form E-0002(10/93)
Page I of 1
t A
Financial Guaranty Insurance !'
CompanyL,(`''
C.
115 Broadway JU 1
New York,NY 10006
(2'12)312-3000
(800)352-0001
A GE Capital Company
Endorsement
To Financial Guaranty Insurance Company
Insurance Policy
Policy Number: Control Number: 0010001
The insurance provided by this Policy is not covered by the F I urance Guaranty Association (Florida
Insurance Code, Sec.631.50 et seq.).
NOTHING HEREIN SHALL BE CONSTRUE WA ALTER, REDUCE OR AMEND COVERAGE
IN ANY OTHER SECTION OF THE PO D CONTRARY TO THE POLICY LANGUAGE,
THE TERMS OF THIS ENDORSEME SER DE THE POLICY LANGUAGE.
In Witness Whereof, Financial Guaranty has caused this Endorsement to be affixed with its corporate seal and
to be signed by its duly authorized officer in facsimile to become effective and binding upon Financial
Guaranty by virtue of the countersignature of its duly authorized representative.
President
Effective Date: Authorized Representative
Acknowledged as of the Effective Date written above:
COUNTERSIGNATURE:
Authorized Officer Licensed Resident Agent
State Street Bank and Trust Company,N.A.,as Fiscal Agent
FGIC is a registered service mark used by Financial Guaranty Insurance Company under license from its parent company,FGIC Corporation.
Form E-0032(10/93) Page 1 of 1
h t
EXHIBIT B
Page B-1
(To be printed on the Bonds)
STATEMENT OF INSURANCE
Financial Guaranty Insurance Company ("Financial Guaranty") has issued a policy containing the
following provisions with respect to Indian River County, Florida, Revenue Bonds (Spring
Training Facility), Series 2001 (the "Bonds"), such policy being on file at the principal office of
[Paying Agent],as paying agent(the "Paying Agent"):
Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the
Bondholders that portion of the principal of and interest on the Bonds which is then due for
payment and which the issuer of the Bonds (the "Issuer") shall have failed to provide. Due for
payment means, with respect to principal, the stated maturity date thereof, or the date on which the
same shall have been duly called for mandatory sinking fund redemption and does not refer to any
earlier date on which the payment of principal of the Bonds is due by reason of call for redemption
(other than mandatory sinking fund redemption), acceleration or other advancement of maturity,
and with respect to interest, the stated date for payment of such interest.
Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written
notice by registered or certified mail, from a Bondholder or the Paying Agent to Financial
Guaranty that the required payment of principal or interest has not been made by the Issuer to the
Paying Agent, Financial Guaranty on the due date of such payment or within one business day after
receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an
account with State Street Bank and Trust Company,N.A., or its successor as its agent (the "Fiscal
Agent"), sufficient to make the portion of such payment not paid by the Issuer. Upon presentation
to the Fiscal Agent of evidence satisfactory to it of the Bondholder's right to receive such payment
and any appropriate instruments of assignment required to vest all of such Bondholder's right to
such payment in Financial Guaranty, the Fiscal Agent will disburse such amount to the
Bondholder.
As used herein the term "Bondholder" means the person other than the Issuer or the borrower(s) of
bond proceeds who at the time of nonpayment of a Bond is entitled under the terms of such Bond
to payment thereof.
The policy is non-cancellable for any reason.
FINANCIAL GUARANTY INSURANCE COMPANY
c 91
EXHIBIT C
Page C-I
[Disclosure Language For Official Statement]
Bund Insurance
Concurrently with the issuance of the Bonds, Financial Guaranty Insurance Company ("Financial
Guaranty") will issue its Municipal Bond New Issue Insurance Policy for the Bonds (the "Policy").
The Policy unconditionally guarantees the payment of that portion of the principal of and interest
on the Bonds which has become due for payment, but shall be unpaid by reason of nonpayment by
the issuer of the Bonds (the"Issuer"). Financial Guaranty will make such payments to State Street
Bank and Trust Company, N.A., or its successor as its agent (the "Fiscal Agent"), on the later of
the date on which such principal and interest is due or on the business day next following the day
on which Financial Guaranty shall have received telephonic or telegraphic notice, subsequently
confirmed in writing, or written notice by registered or certified mail, from an owner of Bonds or
the Paying Agent of the nonpayment of such amount by the Issuer. The Fiscal Agent will disburse
such amount due on any Bond to its owner upon receipt by the Fiscal Agent of evidence
satisfactory to the Fiscal Agent of the owner's right to receive payment of the principal and interest
due for payment and evidence, including any appropriate instruments of assignment, that all of
such owner's rights to payment of such principal and interest shall be vested in Financial Guaranty.
The term "nonpayment" in respect of a Bond includes any payment of principal or interest made to
an owner of a Bond which has been recovered from such owner pursuant to the United States
Bankruptcy Code by a trustee in bankruptcy in accordance with a final, nonappealable order of a
court having competent jurisdiction.
The Policy is non-cancellable and the premium will be fully paid at the time of delivery of the
Bonds. The Policy covers failure to pay principal of the Bonds on their respective stated maturity
dates or dates on which the same shall have been duly called for mandatory sinking fund
redemption, and not on any other date on which the Bonds may have been otherwise called for
redemption, accelerated or advanced in maturity, and covers the failure to pay an installment of
interest on the stated date for its payment.
Generally, in connection with its insurance of an issue of municipal securities, Financial Guaranty
requires, among other things, (i) that it be granted the power to exercise any rights granted to the
holders of such securities upon the occurrence of an event of default, without the consent of such
holders, and that such holders may not exercise such rights without Financial Guaranty's consent,
in each case so long as Financial Guaranty has not failed to comply with its payment obligations
under its insurance policy; and (ii) that any amendment or supplement to or other modification of
the principal legal documents be subject to Financial Guaranty's consent. The specific rights, if
any, granted to Financial Guaranty in connection with its insurance of the Bonds are set forth in the
description of the principal legal documents appearing elsewhere in this Official Statement.
Reference should be made as well to such description for a discussion of the circumstances, if any,
under which the Issuer is required to provide additional or substitute credit enhancement, and
related matters.
This Official Statement contains a section regarding the ratings assigned to the Bonds and
reference should be made to such section for a discussion of such ratings and the basis for their
assignment to the Bonds. Reference should be made to the description of the [ISSUER]
[CONDUIT BORROWER] for a discussion of the ratings, if any, assigned to such entity's
outstanding parity debt that is not secured by credit enhancement.
The Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76
of the New York Insurance Law or by the Florida Insurance Guaranty Association (Florida
Insurance Code, §§ 631.50 et seq.).
r �
EXHIBIT C
Page C-2
Financial Guaranty is a wholly-owned subsidiary of FGIC Corporation (the "Corporation"), a
Delaware holding company. The Corporation is a subsidiary of General Electric Capital
Corporation ("GE Capital"). Neither the Corporation nor GE Capital is obligated to pay the debts
of or the claims against Financial Guaranty. Financial Guaranty is amonoline financial guaranty
insurer domiciled in the State of New York and subject to regulation by the State of New York
Insurance Department. As of December 31, 2000, the total capital and surplus of Financial
Guaranty was approximately $1.089 billion. Financial Guaranty prepares financial statements on
the basis of both statutory accounting principles and generally accepted accounting principles.
Copies of such financial statements may be obtained by writing to Financial Guaranty at 115
Broadway, New York, New York 10006, Attention: Communications Department (telephone
number: 212-312-3000) or to the New York State Insurance Department at 25 Beaver Street, New
York,New York 10004-2319,Attention: Financial Condition Property/Casualty Bureau (telephone
number: 212-480-5187)
t
y
Financial Guaranty Insurance
Company HAC
115 Broadway
New York,NY 10006
(212)312-3000
(800)352-0001
A GE Capital Company
Commitment
For Municipal Bond Insurance
AMENDMENT TO COMMITMENT FOR
MUNICIPAL BOND INSURANCE
Issuer: New Issue and Debt Service Reserve Fund Date of Amendment: July 11,2001
Policies Relating to Indian River County, Florida
Bonds Insured: Not to exceed $22,000,000 in
principal amount of Revenue Bonds(Spring
Training Facility), Series 2001
FINANCIAL GUARANTY INSURANCE COMPANY
("Financial Guaranty")
A Stock Insurance Company
hereby amends its Commitment for Municipal Bond Insurance dated April 20, 2001 as amended to
date(the "Original Commitment') relating to the above-described Bonds Insured(the "Bonds"), as
follows:
1. Expiration date is extended two months to September 11,2001.
6,d L
Jo A. Inisi
Director
To keep the Commitment, as hereby amended, in effect to the Expiration Date set forth on the first
page of the Original Commitment, or, if later, the Expiration Date set forth in this Amendment,
Financial Guaranty must receive by July 18, 2001 a duplicate of this Amendment executed by an
authorized officer of the Issuer.
This Amendment is accepted as of /oZ , 200 /,by Indian River County, Florida
By:
N to a&o
Title:
FL-Indian River County New Issue and DSRF
EXHIBIT C
DEBT SERVICE RESERVE FUND POLICY AGREEMENT
AGREEMENT, dated as of , by and between Indian River County,
Florida (the"Issuer") and Financial Guaranty Insurance Company(the"Insurer").
In consideration of the issuance by the Insurer of its Municipal Bond Debt Service Reserve
Fund Policy (the "Reserve Policy") with respect to the Issuer's Revenue Bonds (Spring Training
Facility), Series 2001, together with any panty obligations secured by the same reserve fund (the
"Bonds"), issued under the document authorizing the issuance of the Bonds, as amended and
supplemented (the "Authorizing Document") and the Issuer's payment to the Insurer of the
insurance premium for the Reserve Policy, the Insurer and the Issuer hereby covenant and agree as
follows:
1. Upon any payment by the Insurer under the Reserve Policy, the Insurer shall furnish to the
Issuer written instructions as to the manner in which repayment of amounts owed to the
Insurer as a result of such payment shall be made.
2. The Issuer shall repay the Insurer the principal amount of any draws under the Reserve
Policy and related reasonable expenses incurred by the Insurer and shall pay interest
thereon at a rate equal to the lower of (i) the prime rate of Morgan Guaranty Trust
Company of New York in effect from time to time plus 2% per annum and (ii) the highest
rate permitted by law.
3. Repayment of draws, expenses and the interest thereon (collectively, "Policy Costs") shall
enjoy the same priority as the obligation to maintain and refill the reserve fund.
4. Payment of Policy Costs shall commence in the first month following each draw, and each
such monthly payment shall be in an amount at least equal to 1/12th of the aggregate of
Policy Costs related to such draw.
S. Amounts paid to the Insurer shall be credited first to interest due under the Reserve Policy
and hereunder, then to the expenses due hereunder and then to principal due under the
Reserve Policy and hereunder. As and to the extent that payments are made to the Insurer
on account of principal due under the Reserve Policy and hereunder, the coverage under
the Reserve Policy will be increased by a like amount.
6. If the Issuer shall fail to repay any Policy Costs in accordance with the requirements of the
Authorizing Document and this Agreement, the Insurer shall be entitled to exercise any and
all remedies available at law or under the Authorizing Document other than (i) acceleration
of the maturity of the Bonds or(ii) remedies which would adversely affect Bondholders.
7. The Issuer shall ascertain the necessity for a claim upon the Reserve Policy and provide
notice to the Insurer in accordance with the terms of the Reserve Policy at least two
business days prior to each date upon which interest or principal is due on the Bonds.
8. All cash and investments in the reserve fund shall be utilized for making required transfers
to the debt service fund for payment of debt service on the Bonds before making any draws
on any alternative credit instrument. Repayment of any Policy Costs shall be made prior to
C-1
r �
replenishment of any such cash amounts. Draws on all alternative credit instruments on
which there is available coverage shall be made on a pro rata basis (calculated by reference
to coverage then available under each such alternative credit instrument) after applying
available cash and investments in the reserve fund. Repayment of Policy Costs and
reimbursement of amounts with respect to alternative credit instruments shall be made on a
pro rata basis (calculated by reference to the coverage then available under each such
alternative credit instrument) prior to replenishment of any cash draws on the reserve fund.
9. The Authorizing Document shall not be modified or amended without the prior written
consent of the Insurer.
10. The Authorizing Document shall not be discharged until all Policy Costs owing to Financial
Guaranty shall have been paid in full.
11. As security for the Issuer's repayment obligations with respect to the Reserve Policy, to the
extent that the Authorizing Document pledges or grants a security interest in any revenues
or collateral of the Issuer (or other obligor) as security for the Bonds, the Issuer hereby
pledges and grants a security interest in all such revenues and collateral, subordinate only
to that of the Bondholders. The Issuer shall evidence the Insurer's pledge or security
interest by the filing of appropriate Uniform Commercial Code financing and continuation
statements.
12. The rate covenant and the additional bonds test (in each case, if applicable) in the
Authorizing Document shall be calculated with at least one times coverage of the Issuer's
obligations with respect to repayment of Policy Costs then due and owing. Furthermore, no
additional bonds may be issued under the Authorizing Document without the Insurer's
prior written consent if any Policy Costs are past due and owing to the Insurer.
13. The Issuer shall provide Financial Guaranty with the following information:
(a) Budget for each year and annual audited financial statements, within 180 days after
the end of its fiscal year.
(b) Official statement or similar disclosure document, if any, prepared in connection
with the issuance of additional debt.
(c) Notice of the redemption, other than mandatory sinking fund redemption, of any of
the Bonds.
(d) Such additional information as Financial Guaranty may reasonably request from
time to time.
14. Notices to the Insurer shall be sent to the following address (or such other address as the
Insurer may designate in writing): Financial Guaranty Insurance Company, 115 Broadway,
New York, New York 10006, Attention: Risk Management.
15. This Agreement may be executed in counterparts, each of which alone and all of which
together shall be deemed one original Agreement.
16. If any one or more of the agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such agreements, provisions or terms shall be
C-2
deemed severable from the remaining agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other provisions of this
Agreement.
17. All capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Authorizing Document.
18. This Agreement and the rights and obligations of the parties of the Agreement shall be
governed by and construed and interpreted in accordance with Florida law.
above. IN WITNESS WHEREOF, the parties hereto have set their hands as of the date written
Indian River County, Florida
By:
Name:
Title:
Financial Guaranty Insurance Company
By:
Name:
Title:
C-3
EXHIBIT D
FORM OF CONSTRUCTION FUND REQUISITION REQUEST
REQUISITION REQUEST NO.
DATE:
TOTAL DISBURSEMENT REQUESTED; $
REFERENCE: Development Agreement dated as of September 1, 2000 (the
"Development Agreement"), between Los Angeles Dodgers,
Inc. ("Dodgers"), and Indian River County, Florida
("County")
The County Clerk is hereby requested to disburse from the Construction Fund established
by the County to the person, firm or corporation designated below as Payee, the sum set forth
below such designation, in payment of the cost of those items of the Improvements constructed or
installed pursuant to the.Development Agreement.
1.The undersigned, on behalf of the Dodgers, hereby requests the County to direct and instruct the
County Clerk to pay the amounts in accordance with the invoices attached as Exhibit A, and
certifies in connection with such direction that:
(a) The Improvement described on Exhibit "A" hereto has been constructed or installed at the
Facility and the construction or installation of such Improvement has been completed on or
before the date hereof,
(b) The Dodgers have conducted such inspection and/or testing of the Improvement as they
deem necessary and appropriate, and have accepted the Improvement; and
(c) The Improvement described on Exhibit ==A" hereto is covered against all risks pursuant to
the policy of insurance required by the Facility Lease Agreement dated as of September 1,
2000 between the County and the Dodgers.
2.In the event that the Dodgers are to be reimbursed for invoices previously paid by the Dodgers
for such items, written evidence of such prior payment and the amount thereof is also attached to
this Requisition.
3.Attached hereto are the following (check each item attached), each of which is true and correct
in all material respects:
(_) A true copy of the applicable purchase order and, where applicable, a duplicate
D-1
original of any change order approved by the Dodgers increasing the costs of the
Improvements in an amount in excess of the original price therefor;
(� Bills of sale for any component of the Improvements for which a bill of sale may be
delivered; and/or
(� A true copy of the Payee's statement or invoice.
4. Please disburse the following amount to the following Payee (if more than one Payee,
please attach additional pages hereto setting forth the following information):
Payee:
Amount:
Address:
Invoice No.:
5. To induce the County to approve this Requisition and authorize the County Clerk to
disburse funds held in the Construction Fund, the undersigned certifies that there are no
outstanding construction liens against the Facility.
6. The following constitutes an itemized list of attachments to this certificate, if applicable:
(a) Contractor's Application for Payment (AIA Forms G702 and 0703).
(b) Architect's Certificate (AIA Forms G702 and G703).
EXECUTED this day of , 20
LOS ANGELES DODGERS, INC.
By:
(Authorized Signature)
Approved for payment:
INDIAN RIVER COUNTY, FLORIDA
By:
County Administrator(or designee)
D-2
EXHIBIT E
PERMITTED INVESTMENTS
I. Direct obligations of the United States of America and securities fully and unconditionally
guaranteed as to the timely payment of principal and interest by the United States of
America ("U.S. Government Securities").
2. Direct obligations* of the following federal agencies which are fully guaranteed by the full
faith and credit of the United States of America:
(a) Export-Import Bank of the United States—Direct obligations and fully guaranteed
certificates of beneficial interest
(b) Federal Housing Administration—debentures
(c) General Services Administration—participation certificates
(d) Government National Mortgage Association ("GNMAs")—guaranteed mortgage-
backed securities and guaranteed participation certificates
(e) Small Business Administration — guaranteed participation certificates and
guaranteed pool certificates
(f) U.S. Department of Housing& Urban Development—local authority bonds
(g) U.S. Maritime Administration—guaranteed Title XI financings
(h) Washington Metropolitan Area Transit Authority—guaranteed transit bonds
3. Direct obligations* of the following federal agencies which are not fully guaranteed by the
faith and credit of the United States of America:
(a) Federal National Mortgage Association ("FNIVIAs") — senior debt obligations
rated Aaa by Moody's Investors Service ("Moody's") and AAA by Standard &
Poor's Corporation ("S&P")
(b) Federal Home Loan Mortgage Corporation ("FHLMCs") — participation
certificates and senior debt obligations rated Aaa by Moody's and AAA by S&P
(c) Federal Home Loan Banks—consolidated debt obligations
(d) Student Loan Marketing Association debt obligations
(e) Resolution Funding Corporation—debt obligations
(f) Federal Farm Credit Bank debts
4. Direct, general obligations of any state of the United States of America or any subdivision
or agency thereof whose uninsured and unguaranteed general obligation debt is rated, at
the time of purchase, A2 or better by Moody's and A or better by S&P, or any obligation
fully and unconditionally guaranteed by any state, subdivision or agency whose uninsured
and unguaranteed general obligation debt is rated, at the time of purchase, A2 or better by
Moody's and A or better by S&P.
S. Commercial paper (having original maturities of not more than 270 days) rated, at the time
of purchase, P-i by Moody's and A-1 or better by S&P.
* The following are explicitly excluded from the securities enumerated in 2 and 3:
(i) All derivative obligations, including without limitation inverse floaters, residuals,
interest-only, principal-only and range notes;
(ii) Obligations that have a possibility of returning a zero or negative yield if held to
maturity;
E-1
(iii) Obligations that do not have a fixed par value or those whose terms do not promise
a fixed dollar amount at maturity or call date; and
(iv) Collateralized Mortgage-Backed Obligations ("CMOs").
6. Certificates of deposit, savings accounts, deposit accounts or money market deposits in
amounts that are continuously and fully insured by the Federal Deposit Insurance Corporation
("FDIC"), including the Bank Insurance Fund and the Savings Association Insurance Fund.
7. Certificates of deposit, deposit accounts, federal funds or bankers' acceptances (in each
case having maturities of not more than 365 days following the date of purchase) of any
domestic commercial bank or United States branch office of a foreign bank, provided that
such bank's short-term certificates of deposit are rated P-1 by Moody's and A-1 or better
by S&P (not considering holding company ratings).
S. Investments in money-market funds rated AAAm or AAAm-G by S&P.
9. State-sponsored investment pools rated AA- or better by S&P.
10. Repurchase agreements that meet the following criteria:
(a) A master repurchase agreement or specific written repurchase agreement,
substantially similar in form and substance to the Public Securities Association or
Bond Market Association master repurchase agreement, governs the transaction.
(b) Acceptable providers shall consist of (i) registered broker/dealers subject to
Securities Investors' Protection Corporation ("SIPC") jurisdiction or commercial
banks insured by the FDIC, if such broker/dealer or bank has an uninsured,
unsecured and unguaranteed rating of A3/P-1 or better by Moody's and A-/A-i or
better by S&P, or (ii) domestic structured investment companies approved by
Financial Guaranty and rated Aaa by Moody's and AAA by S&P.
(c) The repurchase agreement shall require termination thereof if the counterparty's
ratings are suspended, withdrawn or fall below A3 or P-1 from Moody's, or A- or
A-1 from S&P. Within ten (10) days, the counterparty shall repay the principal
amount plus any accrued and unpaid interest on the investments.
(d) The repurchase agreement shall limit acceptable securities to U.S. Government
Securities and to the obligations of GNMA, FNMA or FHLMC described in 2(d),
3(a)and 3(b) above. The fair market value of the securities in relation to the amount
of the repurchase obligation, including principal and accrued interest, is equal to a
collateral level of at least 104% for U.S. Government Securities and 105% for
GNMAs, FNMAs or FHLMCs. The repurchase agreement shall require (i) the
Trustee or the Agent to value the collateral securities no less frequently than
weekly, (ii) the delivery of additional securities if the fair market value of the
securities is below the required level on any valuation date, and (iii) liquidation of
the repurchase securities if any deficiency in the required percentage is not restored
within two (2)business days of such valuation.
(e) The repurchase securities shall be delivered free and clear of any lien to the bond
trustee (herein, the "Trustee") or to an independent third party acting solely as
agent ("Agent") for the Trustee, and such Agent is (i) a Federal Reserve Bank, or
E-2
(ii) a bank which is a member of the FDIC and which has combined capital, surplus
and undivided profits or, if appropriate, a net worth, of not less than ,ASO million,
and the Trustee shall have received written confirmation from such third party that
such third party holds such securities, free and clear of any lien, as agent for the
Trustee.
(fJ A perfected first security interest in the repurchase securities shall be created for the
benefit of the Trustee, and the issuer and the Trustee shall receive an opinion of
counsel as to the perfection of the security interest in such repurchase securities and
any proceeds thereof.
(g) The repurchase agreement shall have a term of one year or less, or shall be due on
demand.
(h) The repurchase agreement shall establish the following as events of default, the
occurrence of any of which shall require the immediate liquidation of the repurchase
securities, unless Financial Guaranty directs otherwise:
(i) insolvency of the broker/dealer or commercial bank serving as the
counterparty under the repurchase agreement;
(ii) failure by the counterparty to remedy any deficiency in the required collateral
level or to satisfy the margin maintenance call under item 10(d) above; or
(iii) failure by the counterparty to repurchase the repurchase securities on the
specified date for repurchase.
11. Investment agreements (also referred to as guaranteed investment contracts) that meet the
following criteria:
(a) A master agreement or specific written investment agreement governs the
transaction.
(b) Acceptable providers of uncollateralized investment agreements shall consist of(i)
domestic FDIC-insured commercial banks, or U.S. branches of foreign banks, rated
at least Aa2 by Moody's and AA by S&P; (ii) domestic insurance companies rated
Aaa by Moody's and AAA by S&P; and (iii) domestic structured investment
companies approved by Financial Guaranty and rated Aaa by Moody's and AAA by
S&P.
(c) Acceptable providers of collateralized investment agreements shall consist of (i)
registered broker/dealers subject to SIPC jurisdiction, if such broker/dealer has an
uninsured, unsecured and unguaranteed rating of Ai or better by Moody's and A+
or better by S&P; (ii) domestic FDIC-insured commercial banks, or U.S. branches
of foreign banks, rated at least Al by Moody's and A+ by S&P; (iii) domestic
insurance companies rated at least Ai by Moody's and A+ by S&P; and (iv)
domestic structured investment companies approved by Financial Guaranty and
rated Aaa by Moody's and AAA by S&P; Required collateral levels shall be as set
forth in I 1 (f)below.
(d) The investment agreement shall provide that if the provider's ratings fall below Aa3
by Moody's or AA- by S&P, the provider shall within ten (10) days either(i) repay
the principal amount plus any accrued and interest on the investment; or (ii) deliver
Permitted Collateral as provided below.
E-3
(e) The investment agreement must provide for termination thereof if the provider's
ratings are suspended, withdrawn or fall below A3 from Moody's or A- from S&P.
Within ten (10) days, the provider shall repay the principal amount plus any accrued
interest on the agreement, without penalty.
(f) The investment agreement shall provide for the delivery of collateral described in (i)
or (ii) below("Permitted Collateral") which shall be maintained at the following
collateralization levels at each valuation date:
(i) U.S. Government Securities at 104% of principal plus accrued interest; or
(ii) Obligations of GNMA, FNMA or FHLMC (described in 2(d), 3(a) and 3(b) above)
at 105% of principal and accrued interest.
(g) The investment agreement shall require the Trustee or Agent to determine the market value
of the Permitted Collateral not less than weekly and notify the investment agreement
provider on the valuation day of any deficiency. Permitted Collateral may be released by
the Trustee to the provider only to the extent that there are excess amounts over the
required levels. Market value, with respect to collateral, may be determined by any of the
following methods:
(i) the last quoted "bid" price as shown in Bloomberg, Interactive Data Systems, Inc.,
The Wall Street Journal or Reuters;
(ii) valuation as performed by a nationally recognized pricing service, whereby the
valuation method is based on a composite average of various bid prices; or
(iii) the lower of two bid prices by nationally recognized dealers. Such dealers or their
parent holding companies shall be rated investment grade and shall be market
makers in the securities being valued.
(h) Securities held as Permitted Collateral shall be free and clear of all liens and claims of third
parties; held in a separate custodial account and registered in the name of the Trustee or
the Agent.
(i) The provider shall grant the Trustee or the Agent a perfected first security interest in any
collateral delivered under an investment agreement. For investment agreements
collateralized initially and in connection with the delivery of Permitted Collateral under
11(f) above, the Trustee and Financial Guaranty shall receive an opinion of counsel as to
the perfection of the security interest in the collateral.
(j) The investment agreement shall provide that moneys invested under the agreement must be
payable and putable at par to the Trustee without condition, breakage fee or other penalty,
upon not more than two (2) business days' notice, or immediately on demand for any
reason for which the. funds invested may be withdrawn from the applicable fund or account
established under the authorizing document, as well as the following:
(i) In the event of a deficiency in the debt service account;
(ii) Upon acceleration after an event of default;
(iii) Upon refunding of the bonds in whole or in part;
(iv) Reduction of the debt service reserve requirement for the bonds; or
(v) If a determination is later made by a nationally recognized bond counsel that
investments must be yield-restricted.
E-4
Notwithstanding the foregoing, the agreement may provide for a breakage fee or
other penalty that is payable in arrears and not as a condition of a draw by the
Trustee if the issuer's obligation to pay such fee or penalty is subordinate to its
obligation to pay debt service on the bonds and to make deposits to the debt service
reserve fund.
(k) The investment agreement shall establish the following as events of default, the
occurrence of any of which shall require the immediate liquidation of the investment
securities, unless:
(i) Failure of the provider or the guarantor(if any) to make a payment when due
or to deliver Permitted Collateral of the character, at the times or in the
amounts described above;
(ii) Insolvency of the provider or the guarantor (if any) under the investment
agreement;
(iii) Failure by the provider to remedy any deficiency with respect to required
Permitted Collateral;
(iv) Failure by the provider to make a payment or observe any covenant under
the agreement;
(v) The guaranty(if any) is terminated, repudiated or challenged; or
(vi) Any representation of warranty furnished to the Trustee or the issuer in
connection with the agreement is false or misleading.
(1) The investment agreement must incorporate the following general criteria:
(i) "Cure periods"for payment default shall not exceed two (2) business days;
The agreement shall provide that the provider shall remain liable for any
deficiency after application of the proceeds of the sale of any collateral,
including costs and expenses incurred by the Trustee or Financial Guaranty;
Neither the agreement or guaranty agreement, if applicable, may be assigned
(except to a provider that would otherwise be acceptable under these
guidelines) or amended without the prior consent of Financial Guaranty;
(iv) If the investment agreement is for a debt service reserve fund, reinvestments
of funds shall be required to bear interest at a rate at least equal to the
original contract rate;
(v) The provider shall be required to immediately notify Financial Guaranty and
the Trustee of any event of default or any suspension, withdrawal or
downgrade of the provider's ratings;
(vi) The agreement shall be unconditional and shall expressly disclaim any right
of set-off or counterclaim;
(vii) The agreement shall require the provider to submit information reasonably.
requested by Financial Guaranty, including balance invested with the
provider, type and market value of collateral and other pertinent information.
12. Forward delivery agreements in which the securities delivered mature on or before each
interest payment date (for debt service or debt service reserve funds) or draw down date
(construction funds)that meet the following criteria:
(a) A specific written investment agreement governs the transaction.
E-5
(b) Acceptable providers shall be limited to (i) any registered broker/dealer subject to
the Securities Investors' Protection Corporation jurisdiction, if such broker/dealer
or bank has an uninsured, unsecured and unguaranteed obligation rated A3/P-1 or
better by Moody's and A-/A-1 or better by S&P; (ii) any commercial bank insured
by the FDIC, if such bank has an uninsured, unsecured and unguaranteed obligation
rated A3/P- 1 or better by Moody's and A-/A-1 or better by S&P; and (iii) domestic
structured investment companies approved by Financial Guaranty and rated Aaa by
Moody's and AAA by S&P.
(c) The forward delivery agreement shall provide for termination or assignment (to a
qualified provider hereunder) of the agreement if the provider's ratings are
suspended, withdrawn or fall below A3 or P-1 from Moody's or A- or A-1 from
S&P. Within ten (10) days, the provider shall fulfill any obligations it may have with
respect to shortfalls in market value. There shall be no breakage fee payable to the
provider in such event.
(d) Permitted securities shall include the investments listed in 1, 2 and 3 above.
(e) The forward delivery agreement shall include the following provisions:
(i) The permitted securities must mature at least one (i) business day before a
debt service payment date or scheduled draw. The maturity amount of the
permitted securities must equal or exceed the amount required to be in the
applicable fund on the applicable valuation date.
(ii) The agreement shall include market standard termination provisions, including
the right to terminate for the provider's failure to deliver qualifying securities
or otherwise to perform under the agreement. There shall be no breakage fee or
penalty payable to the provider in such event.
(iii) Any breakage fees shall be payable only on debt service payment dates and
shall be subordinated to the payment of debt service and debt service
reserve fund replenishments.
(iv)The provider must submit at closing a bankruptcy opinion to the effect that
upon any bankruptcy, insolvency or receivership of the provider, the securities
will not be considered to be a part of the provider's estate, and otherwise
acceptable to Financial Guaranty.
(v) The agreement may not be assigned (except to a provider that would
otherwise be acceptable under these guidelines) or amended without the
prior written consent of Financial Guaranty.
13. Forward delivery agreements in which the securities delivered mature after the funds may
be required but provide for the right of the issuer or the Trustee to. put the. securities back
to the provider under a put, guaranty or other hedging arrangement, only with the prior
written consent of Financial Guaranty.
E-6
14. Maturity of investments shall be governed by the following:
(a) Investments of monies (other than reserve funds) shall be in securities and
obligations maturing not later than the dates on which such monies will be needed
to make payments.
(b) Investments shall be considered as maturing on the first date on which they are
redeemable without penalty at the option of the holder or the date on which the
Trustee may require their repurchase pursuant to repurchase agreements.
(c) Investments of monies in reserve funds not payable upon demand shall be restricted
to maturities of five years or less.
E-7
EXHIBIT F
RESERVE FUNDSURETY GUIDELINE
The Issuer may satisfy the requirement (the "Reserve Fund Requirement") to deposit a specified
amount in the debt service reserve fund (the "Reserve Fund") by the deposit of a surety bond,
insurance policy or letter of credit as set forth below. The following requirements shall be
incorporated in the authorizing document for the Bonds (the "Authorizing Document") in the
event the Reserve Fund Requirement is fulfilled by a deposit of a credit instrument (other than a
credit instrument issued by Financial Guaranty) in lieu of cash:
1. A surety bond or insurance policy issued to the entity serving as trustee or paying agent (the
"Fiduciary"), as agent of the bondholders, by a company licensed to issue an insurance policy
guaranteeing the timely payment of debt service on the Bonds (a"municipal bond insurer") may
be deposited m the Reserve Fund to meet the Reserve Fund Requirement if the claims paying
ability of the issuer thereof shall be rated "AAA" or"Aaa" by S&P or Moody's, respectively.
2.A surety bond or insurance policy issued to the Fiduciary, as agent of the bondholders, by an
entity other than a municipal bond insurer may be deposited in the Reserve Fund to meet the
Reserve Fund Requirement if the form and substance of such instrument and the issuer thereof
shall be approved by Financial Guaranty.
3.An unconditional irrevocable letter of credit issued to the Fiduciary, as agent of the bondholders,
by a bank may be deposited in the Reserve Fund to meet the Reserve Fund Requirement if the
issuer thereof is rated at least "AA" by S&P. The letter of credit shall be payable in one or more
draws upon presentation by the beneficiary of a sight draft accompanied by its certificate that it
then holds insufficient funds to make a required payment of principal or interest on the bonds.
The draws shall be payable within two days of presentation of the sight draft. The letter of credit
shall be for a term of not less than three years. The issuer of the letter of credit shall be required
to notify the Issuer and the Fiduciary, not later than 30 months prior to the stated expiration date
of the letter of credit, as to whether such expiration date shall be extended, and if so, shall
indicate the new expiration date.
4.If such notice indicates that the expiration date shall not be extended, the Issuer shall deposit in
the Reserve Fund an amount sufficient to cause the cash or permitted investments on deposit in
the Reserve Fund together with any other qualifying credit instruments, to equal the Reserve
Fund Requirement on all outstanding Bonds, such deposit to be paid in equal installments on at
least a semi-annual basis over the remaining term of the letter of credit, unless the Reserve Fund
credit instrument is replaced by a Reserve Fund credit instrument meeting the requirements in
any of 1-3 above. The letter of credit shall permit a draw in full not less than two weeks prior to
the expiration or termination of such letter of credit if the letter of credit has not been replaced
or renewed. The Authorizing Document shall, in turn, direct the Fiduciary to draw upon the
letter of credit prior to its expiration or termination unless an acceptable replacement is in place
or the Reserve Fund is fully funded in its required amount.
F-8
5.The use of any Reserve Fund credit instrument pursuant to this Paragraph shall be subject to
receipt of an opinion of counsel acceptable to Financial Guaranty and in form and substance
satisfactory to Financial Guaranty as to the due authorization, execution, delivery and
enforceability of such instrument in accordance with its terms, subject to applicable laws
affecting creditors' rights generally, and, in the event the issuer of such credit instrument is not a
domestic entity, an opinion of foreign counsel in form and substance satisfactory to Financial
Guaranty. In addition, the use of an irrevocable letter of credit shall be subject to receipt of an
opinion of counsel acceptable to Financial Guaranty and in form and substance satisfactory to
Financial Guaranty to the effect that payments under such letter of credit would not constitute
avoidable preferences under Section 547 of the U.S. Bankruptcy Code or similar state laws with
avoidable preference provisions in the event of the filing of a petition for relief under the U.S.
Bankruptcy Code or similar state laws by or against the issuer of the bonds (or any other
account party under the letter of credit).
6.The obligation to reimburse the issuer of a Reserve Fund credit instrument for any fees,
expenses, claims or draws upon such Reserve Fund credit instrument shall be subordinate to the
payment of debt service on the bonds. The right of the issuer of a Reserve Fund credit
instrument to payment or reimbursement of its fees and expenses shall be subordinated to cash
replenishment of the Reserve Fund, and, subject to the second succeeding sentence, its right to
reimbursement for claims or draws shall be on a parity with the cash replenishment of the
Reserve Fund. The Reserve Fund credit instrument shall provide for a revolving feature under
which the amount available thereunder will be reinstated to the extent of any reimbursement of
draws or claims paid. If the revolving feature is suspended or terminated for any reason, the
right of the issuer of the Reserve Fund credit instrument to reimbursement will be further
subordinated to cash replenishment of the Reserve Fund to an amount equal to the difference
between the full original amount available under the Reserve Fund credit instrument and the
amount then available for further draws or claims. If(a) the issuer of a Reserve Fund credit
instrument becomes insolvent or(b)the issuer of a Reserve Fund credit instrument defaults in its
payment obligations thereunder or (c) the claims-paying ability of the issuer of the insurance
policy or surety bond falls below a S&P "AAA" or a Moody's "Aaa" or (d) the rating of the
issuer of the letter of credit falls below a S&P "AA", the obligation to reimburse the issuer of the
Reserve Fund credit instrument shall be subordinate to the cash replenishment of the Reserve
Fund.
7.If(a) the revolving reinstatement feature described in the preceding paragraph is suspended or
terminated or (b) the rating of the claims paying ability of the issuer of the surety bond or
insurance policy falls below a S&P"AAA" or a Moody's"Aaa" or(c) the rating of the issuer of
the letter of credit falls below a S&P "AA", the Issuer shall either (i) deposit into the Reserve
Fund an amount sufficient to cause the cash or permitted investments on deposit in the Reserve
Fund to equal the Reserve Fund Requirement on all outstanding Bonds, such amount to be paid
over the ensuing five years in equal installments deposited at least semi-annually or (ii) replace
such instrument with a surety bond, insurance policy or letter of credit meeting the requirements
in any of 1-3 above within six months of such occurrence. In the event (a) the rating of the
F-9
claims-paying ability of the issuer of the surety bond or insurance policy falls below "A" or (b)
the rating of the issuer of the letter of credit falls below "A" or (c) the issuer of the Reserve
Fund credit instrument defaults in its payment obligations or (d) the issuer of the Reserve Fund
credit instrument becomes insolvent, the Issuer shall either (i) deposit into the Reserve Fund an
amount sufficient to cause the cash or permitted investments on deposit in the Reserve Fund to
equal to Reserve Fund Requirement on all outstanding Bonds, such amount to be paid over the
ensuing year in equal instalments on at least a monthly basis or (ii) replace such instrument with
a surety bond, insurance policy or letter of credit meeting the requirements in any of 1-3 above
within six months of such occurrence.
8.Where applicable, the amount available for draws or claims under the Reserve Fund credit
instrument may be reduced by the amount of cash or permitted investments deposited in the
Reserve Fund pursuant to clause (i) of the preceding subparagraph 6.
9.If the Issuer chooses the above described alternatives to a cash-funded Reserve Fund, any
amounts owed by the Issuer to the issuer of such credit instrument as a result of a draw thereon
or a claim thereunder, as appropriate, shall be included in any calculation of debt service
requirements required to be made pursuant to the Authorizing Document for any purpose, e.g.,
rate covenant or additional bonds test.
10.The Authorizing Document shall require the Fiduciary to ascertain the necessity for a claim or
draw upon the Reserve Fund credit instrument and to provide notice to the issuer of the Reserve
Fund credit instrument in accordance with its terms not later than three days (or such longer
period as may be necessary depending on the permitted time period for honoring a draw under
the Reserve Fund credit instrument) prior to each interest payment date.
11.Cash on deposit in the Reserve Fund shall be used (or investments purchased with such cash
shall be liquidated and the proceeds applied as required) prior to any drawing on any Reserve
Fund credit instrument. If and to the extent that more than one Reserve Fund credit instrument is
deposited in the Reserve Fund, drawings thereunder and repayments of costs associated
therewith shall be made on a pro rata basis, calculated by reference to the maximum amounts
available thereunder.
F-10
Financial (;uaranty Inuirancc
Broadway y
I ;
I� Broadway Jt
\cx% fork. NY 10000
(_1_) 312-3000
(800(35_-0001
A GE Capital Company
Commitment
For Municipal Bond Insurance
Issuer: Indian River County, Florida Date of Commitment: April 20, 2001
Expiration Date: June 20, 2001*
Bonds Insured: Revenue Bonds (Spring Training Premium: 2.0°'0 of Maximum Amount of Policv
Facility), Series 2001, together with any parity
obligations issued under the document authorizing Maximum Amount: A dollar amount equal to the
the issuance of the Bonds, as amended and debt service reserve requirement for the Bonds, as
supplemented, and secured by the same debt service specified in the authorizing document
reserve fund
FINANCIAL GUARANTY INSURANCE COMPANY
("Financial Guaranty")
A Stock Insurance Company
hereby commits to issue a Municipal Bond Debt Service Reserve Fund Policy (the "Reserve
Policy"), in the form attached hereto as Exhibit A, relating to the above-described debt obligations
(the"Bonds"),subject to the terms and conditions contained herein or added hereto. r
To keep this Commitment in effect after the expiration date set forth above, a request for renewal
must be submitted to Financial Guaranty prior to such expiration date. Financial Guaranty reserves
the right to refuse wholly or in part to grant a renewal.
THE MUNICIPAL BOND DEBT SERVICE RESERVE FUND POLICY SHALL BE
ISSUED IF THE FOLLOWING CONDITIONS ARE SATISFIED:
1. The documents to be executed and delivered in connection with the issuance and sale of
the Bonds shall not contain any untrue or misleading statement of a material fact and shall
not fail to state a material fact necessary in order to make the information contained therein
not misleading.
2. No event shall occur which would permit any purchaser of the Bonds, otherwise required,
not to be required to purchase the Bonds on the date scheduled for the issuance and
delivery thereof.
3. There shall be no material change in or affecting the Bonds (including, without limitation,
the security for the Bonds) or the financing documents or the official statement (or any
similar disclosure documents) to be executed and delivered in connection with the issuance
* Subject to written acceptance of this Commitment being furnished to Financial Guarantv
not later than April 27, 2001.
Page I of 4
Fm.uri,il (ui.u,uu In,w:,n�
Company
t
and sale on the Bonds tom the descriptions or torms thereon approved by Financial
Guaranty.
4. The Bonds shall contain no reference to Financial Guaranty, the Reserve Policy or the
reserve fund insurance evidenced thereby except as may be approved by Financial
Guaranty.
�. Financial Guaranty shall be provided with:
(a) Executed copies of all financing documents, the official statement (or any similar
disclosure document), and all Bond documentation evidencing the Issuer's ability
and intent to comply with the Internal Revenue Code of 1986 (if in the opinion of
bond counsel (described below) on-going compliance would be necessary to
maintain the exemption from federal income taxation of interest on the Bonds),
which shall be in form and substance acceptable to Financial Guaranty, and the
various legal opinions delivered in connection with the issuance and sale of the
Bonds, including, without limitation, the unqualified approving opinion of bond
counsel rendered by a law firm acceptable to Financial Guaranty, which opinion
shall include a statement to the effect that the interest on the Bonds is excludable
from gross income for federal income tax purposes under the Internal Revenue
Code of 1986 (if the Bonds are issued as tax-exempt obligations).
(b) A letter from bond counsel addressed to Financial Guaranty to the effect that
Financial Guaranty may rely on the approving opinion of bond counsel as if such
opinion were addressed to Financial Guaranty.
(c) An opinion of bond counsel, addressed to and in form and substance satisfactory to
Financial Guaranty, as to the due authorization, validity and enforceability of the
authorizing document (as hereinafter defined) and all other principal financing
documents.
(d) Evidence of wire transfer in Federal funds in an amount equal to the insurance
premium, unless alternative arrangements for the payment of such amount
acceptable to Financial Guaranty have been made prior to the delivery date of the
Reserve Policy.
6. The document authorizing the issuance of the Bonds, as amended and supplemented (the
"authorizing document")shall include the following terms and conditions:
(a) The flow of funds shall be revised to provide that the Issuer's repayment of any
draws under the Reserve Policy and related reasonable expenses incurred by
Financial Guaranty(together with interest thereon at a rate equal to the lower of(i)
the prime rate of Morgan Guaranty Trust Company of New York in effect from
time to time plus 2% per annum and (ii) the highest rate permitted by law) shall
enjoy the same priority as the obligation to maintain and refill the reserve fund.
Repayment of draws, expenses and accrued interest (collectively, "Policy Costs")
shall commence in the first month following each draw, and each such monthly
payment shall be in an amount at least equal to 1/12 of the aggregate of Policy
Costs related to such draw. If and to the extent that cash has also been deposited in
the reserve fund, all such cash shall be used (or investments purchased with such
cash shall be liquidated and the proceeds applied as required) prior to any drawing
under the Reserve Policy, and repayment of any Policy Costs shall be made prior
to replenishment of any such cash amounts. If, in addition to the Reserve Policy,
Page 2 of 4
Fm,in�i,tl tni,u.uu� in.ur;utc.
Company
any other reserve turd substitute instrument (-Additional Reserve Policy") is
provided, drawings under the Reserve Policy and any such Additional Reserve
Policy, and repayment of Policy Costs and reimbursement burseent of amounts due under
the Additional Reserve Policy, shall be made on a pro rata basis (calculated by
reference to the Maximum Amounts available thereunder) after applying all
available cash in the reserve fund and prior to replenishment of any such cash
draws, respectively.
(b) If the Issuer shall fail to repay any Policy Costs in accordance with the
requirements of Paragraph 6(a) hereof, Financial Guaranty shall be entitled to
exercise anv and all remedies available at law or under the authorizing document
other than (i) acceleration of the maturity of the Bonds or (ii) remedies which
would adversely affect Bondholders.
(c) The authorizing document shall not be dischar-ed until all Policy Costs owing to
Financial Guaranty shall have been paid in full.y
(d) As security for the Issuer's repayment obligations with respect to the Reserve
Policy, to the extent that the authorizing document pledges or grants a security
interest in any revenues or collateral of the Issuer (or other obligor) as security for
the Bonds, Financial Guaranty shall be granted a security interest in all such
revenues and collateral, subordinate only to that of the Bondholders.
(e) The additional bonds test and the rate covenant, if any, in the authorizing
document shall expressly provide for at least one times coverage of the Issuer's
obligations with respect to repayment of Policy Costs then due and owing.
Furthermore, no additional bonds may be issued without Financial Guaranty's
prior written consent if any Policy Costs are past due and owing to Financial
Guaranty. The authorizing document shall be amended to provide that upon the
issuance of additional parity obligations secured by the reserve fund, such reserve
fund shall be fully funded (at the debt service reserve fund requirement) upon the
issuance of such parity obligations,either with cash or permitted investments or by
a reserve fund credit instrument acceptable to Financial Guaranty.
(f) The authorizing document shall require the Trustee or Paying Agent, as applicable
(the "Trustee") to ascertain the necessity for a claim upon the Reserve Policy and
to provide notice to Financial Guaranty in accordance with the terms of the
Reserve Policy at least two business days prior to each interest payment date.
(g) The authorizing document shall not be modified or amended without the prior
written consent of Financial Guaranty.
(h) Financial Guaranty shall be provided with written notice of the resignation or
removal of the Trustee and the appointment of a successor thereto and of the
issuance of additional indebtedness of the Issuer at 115 Broadway, New York,
New York 10006, Attention: Risk Management.
(i) All of the conditions set forth in Financial Guaranty's Commitment for Municipal
Bond Insurance in connection with the issuance of the Bonds shall have been met.
7. The Trustee, the Paying Agent or such other third party as shall be acceptable to Financial
Guaranty shall be the custodian of the Reserve Policy and act as fiduciary for the
Bondholders in respect thereof.
Page 3 of 4
I lIUM Jil l.- IUIUI.UI�C
Company
8. No policy of municipal bond insurance other than a policy issued by Financial Guaranty
shall be provided as security for the payment of principal and interest on the Bonds.
9. The Reserve Policy shall terminate on the scheduled final maturity date of the Bonds.
l0. Prior to delivery of the Reserve Policy, the Issuer shall deliver to Financial Guaranty an
executed Debt Service Reserve Fund Policy Agreement in substantially the form of Exhibit
B hereto (the "Agreement") and an opinion of counsel to the Issuer in form and substance
satisfactory to Financial Guaranty as to the due authorization, validity and enforceability of
the Agreement.
it. Any official statement or similar disclosure document relating to the Bonds Insured shall
contain only(i) the language included in Exhibit C hereto and (ii) such other references to
Financial Guaranty and the Reserve Policy as we shall supply or approve.
12. Promptly after the issuance of the Reserve Policy, Financial Guaranty shall receive a
completed set of executed documents.
Joseph Ponisi
Director
To keep this commitment in effect to the Expiration Date set forth on the first page, Financial
Guaranty must receive by April 27, 2001, a duplicate of this Commitment executed by an
appropriate officer of the Issuer.
The undersigned agrees that if the reserve fund requirement for the Bonds is met in whole or in part
by a surety bond, letter of credit or insurance policy, such reserve fund credit instrument shall be a
Reserve Policy provided by Financial Guaranty in accordance with the terms of this Commitment.
Accepted as of by Indian River County, Florida.
By:
Name:
Title:
Ponisi Commrt2001 FL-Indian Ri%er CUUnty-DSRF
OM05
Pa-e 4 of
Exhibit A
FlllanClal (Alaranty Insurance �!�
Company /IIJJ-
115 Broadway
New York. \Y 10006
1_'I=)31'-3000
(x00) 35'_-0001
A GE Capital Company
Municipal Bond Debt Service
Reserve Fund Policy
Issuer: Policy Number:
Control Number: 0010001
Bonds: together with any parity obligations
issued under the authorizing document,as amended and Premiu
supplemented,and secured by the same debt service m mount:
reserve fund
Paving Agent:
X�4ermination Date:
Financial Guaranty Insurance Compan anc Guaranty"), a New York stock insurance company, in
consideration of the payment of the premi t a d subject to the terms of this Policy, hereby unconditionally and
irrevocably agrees to pay the paying agent named above or its successor, as paying agent for the Bonds (the
"Paying Agent"), for the benefit of Bondholders, that portion (not to exceed the Maximum Amount set forth
above) of the amount required to pay principal and interest (but not any prepayment premium) on the Bonds
which shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer. No payment
shall be due hereunder for any event of Nonpayment that occurs after the Termination Date set forth above.
Financial Guaranty will make such payment to the Paying Agent on the date such principal or interest becomes
Due for Payment or on the Business Day next following the day on which Financial Guaranty shall have
received Notice of Nonpayment, whichever is later. Upon such disbursement, Financial Guaranty shall become
entitled to reimbursement therefor(together with interest thereon) all as provided in the Debt Service Reserve
Fund Policy Agreement between the Issuer and Financial Guaranty dated as of the Effective Date of this Policy.
The Maximum Amount shall be automatically reinstated when and to the extent that the Issuer repays amounts
disbursed hereunder, but shall not be reinstated to the extent of amounts received by Financial Guaranty
constituting interest on amounts disbursed to the Paying Agent pursuant to this Policy. Financial Guaranty shall
provide Notice to the Paying Agent of any reinstatement of any portion of the Maximum Amount within one
Business Day of such reinstatement.
This Policy is non-cancellable for any reason,including the failure of the Issuer to reimburse Financial Guaranty
for any payment made hereunder.
As used herein, the term"Bondholder" means, as to a particular Bond, the person other than the Issuer who, at
the time of Nonpayment, is entitled under the terms of such Bond to payment thereof. "Due for Payment"
means, when referring to the principal of a Bond, the stated maturity date thereof or the date on which the same
shall have been duly called for mandatory sinking fund redemption and does not refer to any earlier date on
which payment is due by reason of call for redemption (other than by mandatory sinking fund redemption).
acceleration or other advancement of maturity and means, when referring to interest on a Bond. the stated date
for payment of interest. "Nonpayment" in respect of a Bond means the failure of the Issuer to have provided
FDIC is a re_istcred senice mark used b_v Financial Guarani%Insurance Cumpan% under license from its parent companv.MIC Corporation.
Funs 9008 1 I'94)
Page I u)
rlv� W ♦ ►k
Fin.utCal (;uaranty Insurance
Company FG�C
I 15 Broadway
Ne%k York, NY 10006
I_1=)31=-3000
(2100) 352-0001
A GE Capital Company
Municipal Bond Debt Service
Reserve Fund Policy
sufficient funds to the Paying Agent for payment in full of all principal and interest Due for Payment on such
Bond and includes any payment of principal or interest made to a Bond Ider by or on behalf of the issuer of
such Bond which has been recovered from such Bondholder pursua nited States Bankruptcy Code by a
trustee in bankruptcy in accordance with a final, nonappealable Vo\a court having competent jurisdiction.
"Notice" means telephonic or telegraphic notice, subs if Wirmed in writing, or written notice by
registered or certified mail, from the Paying Agen rids to Financial Guaranty or from Financial
Guaranty to the Paying Agent, as the case ma a "B ess Day" means any day other than a Saturday,
Sunday or a day on which the Paying Agent ori e y law to remain closed.
In Witness Whereof, Financial Guaranty D caused this Policy to be affixed with its corporate seal and to be
signed by its duly authorized officer in facsimile to become effective and binding upon Financial Guaranty by
virtue of the countersignature of its duly authorized representative.
�z-t-zw� (�i4 .�
President
Effective Date: Authorized Representative
State Street Bank and Trust Company, N.A.,acknowledges that it has agreed to perform the duties of Fiscal
Agent under this Policy.
Authorized Officer
FDIC is a reutstered sen-ice mark used by Financial Guaranty Insurance Company under license tiom its parent company.FGIC Corporation.
Fonn )Oos 112:91)
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