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HomeMy WebLinkAbout1977-110RESOLUTION NO. 77-110 A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF A SOLID WASTE DISPOSAL SYSTEM OF INDIAN RIVER COUNTY, FLORIDA; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $1,815,000 SOLID WASTE DISPOSAL SYSTEM REVENUE BONDS, SERIES 1977, OF SUCH COUNTY TO PAY THE COST OF SUCH PROJECT AND THE REPAYMENT OF CERTAIN OUTSTANDING OBLIGATIONS ISSUED FOR SUCH PURPOSE; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF; AND MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to Chapter 159, Part I, Florida Statutes, Section 125.01, et seq., Florida Statutes, County Ordinance No. 77-19 enacted August 3, 1977, Chapter 218, Part II, Florida Statutes, and other applicable provisions of law. SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires: A. "Is.uer" shall mean Indian River County, Florida. B. "Act" shall mean Chapter 159, Part I, Florida Statutes, Section 125.01, et seq., Florida Statutes, County Ordinance No. 77-19 enacted August 3, 1977, and chapter 218, Part II, Florida Statutes. C. "Obligations" shall mean the $1,815,000 Solid Waste Disposal System Revenue Bonds, Series 1977 herein authorized to be issued, together with any additional parity obligations hereafter issued under the terms, conditions and limitations contained herein. D. "Holder of obligations" or "Obligation holders" or any similar term shall mean any person who shall be the bearer or owner of any outstanding Obligation or Obligations registered to bearer, or not registered or the registered owner of any such Obligation or. Obligations which shall at the time be registered other than to bearer. E. "Additional Parity Obligations" shall mean additional Obligations issued in compliance with the terms, conditions and limitations contained in subsection 15R hereof which have an equal lien on the Net Revenues, as herein defined, and rank equally in all respects with such Obligations initially issued hereunder as to lien on and security for payment from such Net Revenues. F. "Facilities" shall mean the complete solid waste disposal system to be owned, operated and maintained by the Issuer, together with any and all improvements, extensions and additions thereto hereafter constructed or acquired. G. "Gross Revenues" or "Revenues" shall mean all income or earnings, including any income from the investment of funds unless otherwise provided herein, derived by the Issuer from the operation of. the Facilities. H. "Cost of operation and maintenance" of the Facilities shall. mean the current expenses, paid or accrued, of operation, maintenance and repair of the Facilities, as calculated in accordance with sound accounting practice, but shall not include any reserves for renewals and replacements, extraordinary repairs or any allowance for renewals, replacements and depreciation. I. "Net Revenues" of the Facilities shall mean the Revenues or Gross Revenues, as defined in subsection G above, after deduction of. the Cost of Operation and Maintenance, as defined in subsection If above. J. "Consulting Engineers" shall mean such qualified and recognized consulting engineers, having a nationwide and favorable repute for skill and experience in the construction and operation of such Facilities at the time retained by the Issuer to perform the acts and carry out the duties as herein provided for such Consulting Engineers. K. "Revenue Sharing Trust Funds" shall mean the "guaranteed entitlement" portion of such funds as defined in, and which are payable to the Issuer under, Chapter 218, Part II, Florida Statutes. L. "Authorized Investments" shall mean direct obligations of the United States of America, obligations unconditionally guaranteed by the United States of America or time deposits represented by Certificates of Deposit fully secured in the manner provided by the laws of the State of Florida. M. "Fiscal Year" shall mean the period commencing on October 1 of each year and ending on the succeeding September 30. N. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: A. The Issuer does not now own, operate and maintain the Facilities. B. It is necessary and desirable to acquire and construct the Facilities including, but not limited to, the acquisition of rolling stock, the construction of transfer stations, construction of a central disposal facility and the acquisition of land, as pro- vided herein (hereinafter called "project"), in order to preserve and protect the public health, safety and welfare of the inhabitants of: the Issuer. C. The Issuer has outstanding $1,100,000 Revenue and General Obligation Notes, maturing May 1, 1978, bearing interest at the rate of 4.65% per annum (hereinafter called "Outstanding Notes"), issued for the purpose of temporarily financing the construction of the Facilities. Said Notes are redeemable on any date prior to maturity at the price of par and accrued interest to the date of .such redemption provided notice is given as required by said Notes. It is also deemed necessary and advisable and in the Issuer's best financial interests that said Notes be redeemed and paid from the first proceeds of sale of the obligations issued here- under, in the manner hereinafter provided. D. The Revenues to be derived from the operation of the facilities are not now pledged or encumbered in any mariner. E. The estimated Revenues to be derived from the opera- tion of the Facilities will be sufficient to pay all of the principal of and interest on the obligations to be issued hereunder, as the same become due, and to make all required sinking fund, reserve or other payments. -3- F. The principal of and interest on the Obligations and all required sinking fund, reserve and other payments shall be payable solely from the Revenues derived from the operation of the Facilities, and from Revenue Sharing Trust Funds, 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 Obliga- tions or to make any of the required sinking fund, reserve or other payments and such obligations shall not constitute a lien upon any property of or in the Issuer. SECTION 4. AUTHORIZATION OF CONSTRUCTION AND ACQUISITION OF PROJECT AND REFUNDI14G OF NOTES. (a) There is hereby authorized the construction and acquisition of the project pursuant to the reports and the plans and specifications of the Consulting Engineers, presently oil file or to be on file with the Issuer. '.Che cost of such project, in addition to the items set forth in the plans and specifications, may include, but need not b� limited to the acquisition of any lands or interest therein or any other properties deemed necessary or convenient therefor; engineering, legal and financing expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; the fees of fiscal agents, financial advisors or consultants; administrative expenses relating solely to tale construction and acquisition of the project; the capitalization of interest for a reasonable period after the issuance of the obligations; the creation and establishment of reasonable reserves for debt service and operation and maintenance; the discount on the sale of the Obligations, if applicable; and such other costs and expenses as may be necessary or incidental to the financing herein authorized and the construction and acquisition of the project and the placing of same in operation. (b) There is also hereby authorized the refunding of: the Outstanding Notes. SECTION 5. RESOLUTION TO CONSTITUTE CONTRACT. In con- sideration of the acceptance of the Obligations authorized to be issued hereunder by those who shall hold the same from time to time, this resolution shall be deemed to be and shall constitute a contract -4- between the Issuer and such holders. 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 holders of any and all of such Obligations and the coupons attached thereto, all of which shall be of equal rank and without preference, priority or distinction of any of the Obligations or coupons over any other thereof, except as expressly provided therein and herein. SECTION 6. AUTHORIZATION OF OBLIGATIONS. Subject and pursuant to the provisions hereof., obligations of the Issuer to be known as "Solid Waste Disposal System Revenue Bonds, Series 1977", herein sometimes referred to as "Obligations" are authorized to be issued in the aggregate principal amount of not exceeding One Million Eight hundred Fifteen Thousand Dollars ($1,815,000). SECTION 7. DESCRIPTION OF OBLIGATIONS. The Obligations shall be dated September 1, 1977; shall be numbered consecutively from one upward; shall be in the denomination of $5,000 each; shall bear interest at such rate or rates not exceeding the maximum rate fixed by the Act or by other applicable law, the actual rate or rates to be determined by the governing body of the issuer prior to the delivery of the Obligations; such interest to be payable semiannually on March 1 and September 1 of each year; and shall mature serially in numerical order, on September 1 in the years and amounts as follows: YEAR AMOUNT YEAR AMOUNT 1980 $ 75,000 1988 $125,000 1981 80,000 1989 135,000 1982 85,000 1990 140,000 1983 90,000 1991 150,000 1984 100,000 1992 160,000 1985 105,000 1993 165,000 1986 110,000 1994 175,000 1987 120,000 Such Obligations shall be issued in coupon form; shall be payable to bearer unless registered as hereinafter provided; shall be payable with respect to both principal and interest at a bank or banks to be subsequently determined by the Issuer prior to the delivery of the obligations; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable in accordance with and upon surrender of the appurtenant interest coupons as they severally mature. -5- SECTION 8. EXECUTION OF OBLIGATIONS AND COUPONS. The Obligations shall be executed in the name of the Issuer by the Chairman of the Board of County Commissioners and countersigned and attested by the Clerk of the Board, and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The facsimile signatures of the Chairman or the Clerk may be im- printed or reproduced on the Obligations, provided that at least one signature required to be placed thereon shall be manually sub- scribed. in case any officer whose signature shall appear on any of the Obligations shall cease to be such officer before the de- livery of such obligations, 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. The Obligations may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Obligations shall hold the proper office with the Issuer, although at the date of such Obligations such person may not have held such office or may not have been so authorized. The coupons attached to the Obligations shall be authenti.- cited with the facsimile signatures of any present or future Chairman and Clerk of the Issuer, and the validation certificate on the Obli- gations; shall be executed with the facsimile signature of the Chairman. The Issuer may adopt and use for such purposes the facsimile signatures of any persons who shall have held such offices at any time on or after the date of the Obligations notwithstanding that they may have ceased to be such officers at the time such Obliga- tions shall be actually delivered. SECTION 9. NEGOTIABILITY AND REGISTRATION. The Obliga- tions and the coupons appertaining thereto issued hereunder shall be and shall have all of the qualities and incidents of negotiable instruments under the law merchant and the maws of the State of Florida, and each successvie holder, in accepting any of such obliga- tions or the coupons appertaining thereto, shall be conclusively deemed to have agreed that such Obligations shall be and have all of. the qualities and incidents of negotiable instruments under the law merchant and the Laws of the State of Florida. The Obligations may be registered at the option of the holder as to principal only, at the office of the Clerk of the Board of County Commissioners of Indian River County, as Registrar, or such other Registrar as may be hereafter duly appointed, such registration to be noted on the back of the Obligations in the space provided therefor. After such registration as to principal only, no transfer of the Obligations shall be valid unless made at such office by written assignment of the registered owner, or by his duly authorized attorney in a form satisfactory to the Registra-, and similarly noted on the Obligations, but the Obligations may be discharged from registration being in like manner transferred to bearer and thereupon transferability by delivery shall be restored. At the option of the holder, the Obligations may thereafter again from time to time be registered or transferred to bearer as before. such registration as to principal only shall not affect the negotiability of the coupons which shall continue to pass by delivery. SECTION 10. OBLIGATIONS MUTILkTED, DESTROYED, STOLEN OR hOST. In case any Obligation shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its discretion issue and deliver a new obligation with all unmatured coupons attached, if any, of like tenor as the Obligation and attached coupons, if any, so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Obligation, upon surrender and cancellation of such muti- lated obligation and attached coupons, if any, or in lieu of and substitution for the Obligation and attached coupons, if any, 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 Obligations and coupons so surrendered shall be cancelled. If any such Obligation or coupon shall have matured or be about to mature, instead of issuing a substitute obligation or coupon, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Obligations or coupon be lost, stolen or destroyed, without surrender thereof. All such duplicate Obligations and coupons 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 Obligations or coupons be at any time found by anyone, and such duplicate Obligations and coupons shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the same extent as all other Obligations and coupons issued hereunder. SECTION 11. PROVISIONS FOR REDEMPTION. The Obligations of this .issue maturing in the years 1980 to 1985, both .inclusive, shall not be redeemable prior to their respective stated dates of maturity. The Obligations maturing in the year 1986 and thereafter shall be redeemable prior to their respective stated dates of maturity, at the option of the Issuer, in ahole or in part, in inverse numerical order if: less than all, on September 1, 1985, or on any interest payment date thereafter at par and accrued interest to the date of redemption, plus a premium of two per centum (23) of the par value thereof, if redeemed on September 1, 1985. Such premium shall reduce at the rate of one-fourth of one per centum (1/4a) on each September 1 thereafter; provided, however, that such premium shall never be less than one per centum (1%) of the par value thereof. Notice of such redemption (i) shall be published at least thirty (30) days prior to the redemption date in a financial journal published in the Borough of Manhattan, City and State of New York, (ii) shall be filed with the paying agents, and (.iii) shall be mailed, postage prepaid, to all registered owners of Obligations to be redeemed at their addresses as they appear on the registration books herein- above provided for. Interest shall cease to accrue on any obliga- tion duly called for prior redemption on the redemption date, if payment thereof has been duly provided. SECTION 12. FORM OF OBLIGATIONS AND COUPONS. The obliga- tions, the interest coupons to be attached thereto, and the certifi- cate of validation shall be in substantially the following form, with -8- such omissions, insertions and variations as may be necessary and desirable and which are herein authorized or permitted or which are subsequently authorized or permitted prior to the issuance of the obligations: -9- No. UNITED STATES OF AMERICA STATE OF FLORIDA INDIAN RIVER COUNTY SOLID WASTE DISPOSAL SYSTEM REVENUE BOND SERIES 1977 $5,000 KNOW ALL MEN BY THESE PRESENTS that Indian River County, Florida (hereinafter called "County"), for value received, hereby promises to pay to the bearer, or if this bond be registered, to the registered holder as herein provided on the first day of September, 19_, from the special funds hereinafter mentioned, the principal sum of FIVE THOUSAND DOLLARS and to pay solely from such special funds, interest thereon from the date hereof at the rate of _ per centum ( %) per annum until payment of the principal. ,um, such interest to the maturity hereof being payable semiannually on the first day of March and the first day of September in each year upon the presentation and surrender of the annexed coupons as they severally fall due. Both principal of and interest on this bond are payable in lawful money of. the United States of America at , or, at the option of the holder at This bond .is one of an authorized issue of bonds in the aggregate principal amount of $1,815,000 of lice date, tenor and effect, except as to number, interest rate and date of maturity, issued to finance the cost of the construction and acquisition of a solid waste control system of the County (hereinafter called "facilities"), and the refunding of certain outstanding Notes of the County issued for such purpose, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 159, Part I, Florida Statutes, Section 125.01 et seq., Florida Statutes, County Ordinance No. 77-19 enacted August 3, 1977, Chapter 218, Part II, Florida Statutes, and other applicable provisions of law, and a resolution duly adopted by the Board of County Commissioners on the day of , 1977 (hereinafter called "Resolution"), -10- and is subject to all the terms and conditions of such Resolution. This bond and the coupons appertaining thereto are payable solely from and secured by a prior lien upon and pledge of the net revenues derived by the County from the operation of the facilities and a prior lien upon and pledge of the guaranteed entitlement portion of the state revenue sharing trust funds received by the County, in the manner provided in the Resolution. The bonds of this issue maturing in the years 1980 to 1985, both inclusive, are not redeemable prior to their respective stated dates of maturity. The bonds maturing in the year 1986 and there- after are redeemable prior to their respective stated dates of maturity, at the option of the County, in whole or in part, in inverse numerical order if less than all, on September 1, 1985, or on any interest payment date thereafter, at par and accrued interest to the date of redemption, plus a premium of two per centum (22) of the par value thereof if redeemed on September 1, 1985. such premium shall reduce at the rate of one-fourth of one per centum (1/4%) on each September 1 thereafter; provided, however, that such premium shall. never be less than one per centum (18) of the par value thereof. Notice of such redemption shall be given in the manner required by the Resolution. This bond does not constitute an indebtedness of the County within the meaning of any constitutional or statutory pro- vision or limitation, and it is expressly agreed by the holder of this bond and the coupons appertaining thereto that such holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the County for the payment of the principal of and interest on this bond or the making of any sinking 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 obligation evidenced thereby shall not constitute a lien upon the facilities or any part there- of, or on any other property of or in the County, but shall con- stitute a lien only on the net revenues derived from the operation -11- of the facilities and the guaranteed entitlement portion of the State revenue sharing trust funds, in the manner provided in the Resolution. The County in the Resolution has covenanted and agreed with the holders of the bonds of this issue to fix, establish and maintain such rates and collect such fees, rentals or other charges for the services of the facilities and to revise the same from time to time whenever necessary, as will always provide revenues in each year sufficient to pay one (1) hundred per centum (100%) of all operating and maintenance costs of the facilities in such year, (2) one hundred per centum (100%) of all required deposits into the Reserve Account in the Sinking Fund and into the Renewal and Replacement Fund established by the Resolution in such year, and (3) one hundred fifteen per centum (115%) of the amount of principal and interest becoming due in such year on the bonds of this issue and on all other obligations payable on a parity therewith, and that such rates, fees, rentals or other charges shall not be reduced so as to be insufficient to provide adequate revenues for such purposes; and the County has entered into certain further covenants with 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 or statutory limitation or provision. This bond and the coupons appertaining thereto are and have all the qualities and incidents of a negotiable instrument under the law merchant and the Laws of the State of Florida. This bond may be registered as to principal only in accordance with the provisions endorsed hereon. IN WITNESS WHEREOF, Indian River County, Florida, has issued this bond and has caused the same to be signed by the Chairman -12- of the Board of County Commissioners and attested and countersigned i by the Clerk of such Board, either manually or with their facsimile signatures, and the corporate seal of said County or a facsimile thereof to be affixed, impressed, imprinted, lithographed or repro- duced hereon and the interest coupons hereto attached to be executed with the facsimile signatures of such officers all as of the first day of September, 1977. INDIAN RIVER COUNTY, FLORIDA (SEAL) Chairman, Board o County Commis - ATTESTED AND COUNTERSIGNED: sioners Clerk, Board of Couiiky - Commissioners FORM OF COUPON No. $ On the 1st day of 19--, the County of. Indian River, Florida, will pay to the bearer at or, at the option of the holder, at from the special funds described L" the bond to which this coupon is attached, the amount shown hereon in lawful money of the United States of America, upon presentation and surrender of this coupon, being six months' interest then due on its Solid Waste Disposal System Revenue Bond, Series 1977, dated September 1, 1977, No. COUNTY OF INDIAN RIVER, FLORIDA (SEAL) By: Chairman, Board of County Com - ATTESTED AND COUNTERSIGNED: missioners Clerk, Board of County Commissioners -13- VALIDATION CERTIFICATE This bond is one of the series of bonds which were vali- dated and confirmed by judgment of the Circuit Court for Indian River County, Florida rendered on the day of _ 19 Chair-- man, Board of County Commis- sioners PROVISION FOR REGIS'T'RATION This obligation may be registered as to principal only in the name of the holder on the books to be kept by the Clerk of the Board of County Commissioners of Indian River. County, Florida, as Registrar, or such other Registrar as may be hereafter duly appointed, such registration being noted hereon by such Registrar in the registration blank below, after which no tran.,fer small be valid unless made by written assignment on said books by the registered holder or attorney duly authorized and similarly noted in the registration blank below, but it may be discharged from registration by being transferred to bearer, after which it shall be transferable by delivery, but it may be again registered as before. The regis- tration of this obligation as to principal shall not restrain the negotiability of the coupons by delivery merely. DATE. OF IN WHOSE NAME SIGNATURE OF REGISTRATION REGISTERED REGISTRAR SECTION 13. OBLIGATIONS NOT DEBT OF ISSUER. Neither the Obligations nor coupons shall be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of the Constitution of Florida, but shall be payable solely from and secured by a lien upon and a pledge of the special funds as herein provided. No holder or holders of any Obligations issued hereunder or of any coupons appertaining thereto 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 such Obligations or the interest thereon or be entitled to payment of such principal and interest from any other funds of the Issuer except from the special funds in the manner provided herein. SECTION 14. PLEDGE OF NET REVENUES AND REVENUE SHARING TRUST FUNDS. A. The payment of the principal of and interest on the Obligations shall be secured forthwith equally and ratably by an irrevocable lien on the Net Revenues derived from the operation of the Facilities prior and superior to all other liens or encumbrances on such Net Revenues, and the Issuer does hereby irrevocably pledge such Net Revenues from the Facilities to the payment of the principal of and interest on the Obligations, for the reserves therefor and for all. other required payments. B. The payment of the principal of and interest on the Obligations shall be further secured forthwith equally and ratably by an irrevocable lien on the Revenue Sharing Trust Funds, as herein defined, prior and superior to all other liens and encumbrances on such Revenue Sharing Trust Funds, and the Issuer does hereby .irrevocably pledge such Revenue Sharing Trust Funds to the payment of the principal of and interest on, and reserves for, the Obligations. SECTION 15. COVENANTS OF THE ISSUER. For as long as any of the principal of and interest on any of the Obligations shall be outstanding and unpaid or until there shall have been set apart in the Sinking Fund, herein established, including the Reserve Account therein, a sum sufficient to pay when due the entire principal of the Obligations remaining unpaid, together with interest accrued -15- or to accrue thereon, the Issuer covenants with the holders of any and all obligations as follows: A. REVENUE FUND. The entire Gross Revenues derived from the operation of the Facilities shall upon receipt thereof be deposited in the "Solid Waste Disposal System Revenue Fund" (hereinafter called "Revenue Fund"), hereby created and established. 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 .revenues at any time re- maining on deposit in the Revenue Fund shall be disposed of as they are received by the Issuer, commencing in the month immediately following the delivery of the Obligations only in the following manner and in the following order of priority: (1) Revenues shall first be used for deposit into a fund to be known as the "Solid 'Haste Disposal System Operating Account" (hereinafter. called "Operating Account"), which is hereby established and created, such sums as are necessary for the cost of operating and maintaining the System during the current Fiscal Year in accordance with the budget to be adopted as hereinafter provided. There shall initially he deposited into a separate special fund in said Account, to be known as the "Operating Reserve Fund" which is hereby created and established, from the proceeds derived from the sale of the Obligations, the sum of Two Hundred Sixty Thousand Dollars ($260,000). Moneys on deposit in said Operating Reserve Fund shall be used for the payment of initial operating and adminis- trative costs of the System during the first full. year following the delivery of the Obligations to the extent that Revenues of the System are insufficient for such purposes. Any moneys remaining in the Operating Reserve Fund at the end of the first full year following the delivery of the Obligations, which shall not have been used for the purposes set forth above, shall be transferred and deposited into the Reserve Account in the Sinking Fund until the Reserve Account shall be at least equal to the largest amount of principal and interest becoming due on the Obligations in any ensuing Fiscal Year. When the moneys on deposit in the Reserve Account shall be at least equal to the maximum annual principal and interest on the Obligations becoming -16- due in any ensuing Fiscal Year, the balance remaining in the Operating Reserve Fund which is not necessary for or which has not been used for deposit into the Reserve Account shall be deposited into the Renewal and Replacement Fund. (2) From the moneys remaining in the Revenue Fund, the Issuer shall next deposit into a separate fund which is hereby created and designated "Solid Waste Disposal. System Revenue Bonds Sinking Fund" (hereinafter called "Sinking Fund"), such sums as will be sufficient to meet the payments of principal of and interest on the obligations becoming due during the current Fiscal Year. All such payments, as provided above, shall include an amount sufficient to pay the fees and charges of the paying agents. Such payments shall be increased or reduced proportionately to the extent required to pay such interest becoming due, after making allowance for the amounts of money which will be deposited in the Sinking Fund out of proceeds from the sale of the Obligations to pay interest on the Obligations. (3) Moneys remaining in the Revenue Fund shall next be applied by the issuer for the establishment and maintenance of a Reserve Account in the Sinking Fund in a sum at least equal to and sufficient to pay the maximum amount of principal and interest on all outstanding Obligations becoming due in any ensuing Fiscal Year. The sum of One Hundred Thousand Dollars ($100,000) ,hall be initially deposited into the Reserve Account from a portion of the proceeds of the sale of the Obligations. Thereafter, to the extent necessary to maintain said Reserve Account, there shall be deposited therein in each Fiscal Year, after providing for the payments required in (1) and (2) above, from the moneys remaining in the Revenue Fund, an amount equal to twenty per centum (20'x) of the maximum amount of principal and interest on all outstanding Obligations becoming due in any ensuing Fiscal Year. No further payments shall be required to be made into such Reserve Account as long as there shall remain on deposit therein a sum equal to the maximum amount of principal and interest on all outstanding Obligations becoming due in any ensuing Fiscal Year. Any withdrawals from the Reserve Account shall be sub- sequently restored from the first moneys available in the Revenue Fund after all required current payments for the Operating Account, the Sinking Fund, and the Reserve Account, including all deficiencies for prior payments, have been made in full. Moneys in the Reserve Account shall be used only for the purpose of the payment of maturing principal of or interest on the • Obligations when the other moneys in the Sinking Fund are in- sufficient therefor, and for no other purpose. ' (4) Upon the issuance by the Issuer of any Additional Parity Obligations under the terms, limitations and conditions pro -- i Lj vided in this resolution, the payments into the Sinking Fund shall be increased in such amounts as are necessary to make the payments required above for the principal of and interest on, and reserve for. such Additional Parity Obligations on the same basis as herei.n- above provided with respect to the outstanding Obligations. The Issuer may establish and maintain separate reserve accounts for each issue of Additional Parity Obligations; provided that the sum re- quired to be accumulated and maintained on deposit in the separate reserve accounts shall be at least equal to the maximum principal of and interest on the respective Additional Parity Obligations be- coming due in any ensuing fiscal year. Such required sum may be paid in full or in part from the proceeds of such Additional Parity Obligations or may be accumulated in equal payments in the separate reserve accounts over such period of years, not, however, to exceed five (5) years from the date of the respective issue of. Additional Parity Obligations, as determined by the Issuer. The Issuer shall not be required to make any further pay - merits into the Sinking Fund or into the Reserve Account when the aggregate amount of moneys in both the Sinking Fund and Reserve Account are at least equal to the aggregate principal amount of Obligations then outstanding, plus the amount of interest then due or thereafter to become due on such Obligations then outstanding. (5) The Issuer shall next apply and deposit the moneys in the Revenue Fund into a special account to be known as the "Renewal and Replacement Fund", which fund is hereby created. The Issuer shall deposit into such Renewal and Replacement Fund, an amount equal to ten per centum (10-) of the gross revenues of the Facilities for the previous Fiscal Year, until there shall be on deposit in such Renewal and Replacement Fund an amount recommended -18- by the Consulting Engineers and approved by the Issuer. The moneys in said Renewal and Replacement Fund shall be used only for the purposes of paying the cost of extensions, enlargements or additions to, or the replacement of depreciable capital assets of the Facilities and emergency repairs thereto, and to provide an adequate reserve for depreciation of all depreciable capital assets. Such moneys on deposit in such Fund shall also be used to implement the Reserve Account if necessary, in order to prevent a default in the payment of the principal of and interest on the Obligations. The moneys on deposit in such Fund shall be withdrawn only upon the authorization of the County Commission and the approval of the Consulting Engineers. (6) The Issuer shall next apply moneys in the Revenue Fund to the payment of current debt service and reserve requirements of any obligations of the Issuer issued to financ=e the cost of additions, acquisition, extensions and improvements to the Solid Waste Disposal System which are junior and subordinate to the lien of these Obligations and Additional Parity Obligations on the revenues of the Facilities. (7) The balance of any moneys remaining in the Revenue Fund after the above required payments have been made on a cumulative basis may be used by the Issuer for any lawful purpose. C. USE OF REVENUE SHARING TRUST FUNDS. The Issuer shall, in each Fiscal Year., on or before the fifteenth (15th) days of February and August, forthwith set aside and deposit into the Sinking Fund and the Reserve Account therein, from the Revenue Sharing Trust Funds, as herein defined, received by the Issuer under the provisions of Chapter. 218, Part II, Florida Statutes, such amounts as shall be necessary to make up any deficiencies between the amounts then on deposit therein and the amount:, necessary to pay interest on the Obligations becoming due on the next interest payment date and one- half (1/2) of the principal on the Obligations becoming due on the next principal payment date and one-half (1/2) of the amount required to be deposited into the Reserve Account in such Fiscal Year. D. INVESTMENT OF FUNDS. The Operating Account, the Operating Reserve Fund, the Sinking Fund, rhe Reserve Account, the Renewal and Replacement Fund, the Revenue Fund and any other special funds or accounts herein established and created shall constitute -19- trust funds for the purposes provided herein for such funds. All such funds shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the Laws of the State of Florida. Moneys on deposit in the Operating Account, the Operating Reserve Fund and the Sinking Fund (except the Reservo Account therein) may be invested and reinvested only in Authorized Investments maturing not later than the date on which the moneys therein will be needed for the purposes of such Funds and Account. Moneys in the Reserve Account in the Sinking Fund may be invested and reinvested in Authorized Investments, maturing not later than fifteen (15) years from the date of such investments. Moneys in the Renewal and Replacement Fund may be invested and reinvested in Authorized Investments maturing not later than five (5) years from thr, date of purchase. Any and all income received by the issuer from such investments shall be deposited into the Sinking Fund. E. OPERATION AND MAINTENANCE. The Issuer will maintain the Facilities and all parts thereof in good condition and will operate the same in an efficient and economical manner making such expenditures for equipment and for renewals, repairs and replacements as may be proper for the economical operation and maintenance thereof. F. RATE RESOLUTION. Within ninety (90) days following delivery of the Obligations, or any portion thereof, the Issuer shall enact a rate resolution and thereby will fix, establish and maintain such rates and will collect such fees, rentals or other charges for the services of the Facilities and revise the same from time to time, whenever necessary, as will always provide revenues in each year sufficient to pay (1) one hundred per centum (100%) of all operating and maintenance costs of the Facilities in such year, (2) one hundred per centum (100%) of all required deposits into the Reserve Account in the Sinking Fund and into the Renewal and Replacement Fund established herein in such year., and (3) one hundred fifteen per centum (115%) of the amount of principal and interest becoming due in such year on the Obligations and on all other obligations payable on a parity therewith, and that such rates, fees, rentals or other charges shall -20- not be reduced so as to be insufficient to provide adequate revenues for such purposes. G. BOOKS AND RECORDS. The Issuer shall also keep books and records of the Revenues of the Facilities and the Revenue Sharing Trust Funds, as defined herein, which such books and records shall be kept separate and apart from all other books, records and accounts of the Issuer. The original purchasers of the Obligations and the holders of not less than ten per centum (10%) of the Obligations shall have the right at all reasonable times to inspect all records, accounts and data of the Issuer relating thereto. Ii. ANNUAL AUDIT. The Issuer shall also, at least once a year, within 90 days after the close of .its Fiscal Year, cause the books, records and accounts relating to the Facilities to be properly audii:ed by a recognized .independent firm of certified public accountants. Such audits shall contain a complete report of operations of the Facilities including, but not limited to, a comparison with the current budget and with the operations of the previous years, the balance sheet, a schedule of insurance in ex- istence, a schedule of the application of all Revenues of the Facilities, a schedule of reserves and investments, and a certificate by the auditors stating no default on the part of the Issuer of any covenant herein has been disclosed by reason of such audit. The auditors selected shall be changed at any time by a written request signed by a majority of the holders in principal amount of the Obligations then outstanding or their duly authorized representatives. A copy of such annual audit shall regularly be furnished to the original purchaser of the Obligations, and to any holder of an Obligation who shall have requested in writing that a copy of such audits be furnished him. I. NO MORTGAGE OIl SALE OF Till," FACILITIES. The Issuer will not sell, mortgage, pledge or otherwise encumber the Facilities or any part thereof, or any Revenues to be derived therefrom, except as herein provided, and will not sell, lease or otherwise dispose of any substantial portion of the Facilities. -21- The foregoing provision notwithstanding, the Issuer shall have and hereby reserves the right to sell, lease or otherwise dispose of any of the property comprising a part of the Facilities hereafter determined in the manner provided herein to be no longer necessary, or else to be no longer useful or else no longer profitable in the operation thereof. No sale or other disposition of said property, if the amount to be received therefor is not in excess of $50,000, shall be made unless the general manager of the facilities shall make in writing the finding hereinabove referred to. No sale or other disposition of said property for a sum in excess of $50,000 but less than $100,000 shall be made unless the general manager of the Facilities shall make in writing the finding hereinabove referred to and the governing body of the Issuer shall, by resolution duly adopted, approve and concur in the finding of such general manager, and authorize such sale or other disposition of said property. No sale or other disposition of said property for a sum in excess of $100,000 but not more than 10% of the value of fixed assets of the Facilities according to the most recent annual audit and operating report shall be made unless the general manager and Consulting Engineers shall both make in writing the finding herein- above referred to, and the governing body of the Issuer shall by resolution duly adopted, approve and concur in the findings of such general manager and the Consulting Engineers, and shall authorize such sale, or other disposition of said property. No sale or other disposition of said property for a sum in excess of 10% of the value of the fixed assets of the Facilities according to the most recent annual audit and operating report shall be made unless the general manager and the Consulting Engineers shall make in writing the finding hereinabove referred to, and that the estimated annual average of Net Revenues to be derived by the Issuer from the Facilities in the sixty (60) complete calendar months immediately succeeding the month in which the sale or other disposition of such property is completed will be not less than 1.30 times the maximum amount of principal and interest becoming due on the obliga- tions in any ensuing Fiscal Year and the governing body of the Issuer shall by resolution duly adopted, approve and concur in the finding of the general manager and the Consulting Engineers, and shall authorize such sale or other disposition of said property. If the proceeds derived from any such sale or othez disposition of property are in excess of 10% of the value of the fixed assets of the Facilities according to the most recent annual. audit and operating report, such proceeds shall be used for the retirement of outstanding Obligations. If the proceeds derived from any such sale or other disposition of property are less than 10% of the value of the fixed assets of the Facilities according to the most recent annual audit and operating report, such proceeds shall be placed in the Renewal and Replacement Fund or used for the retirement of outstanding Obligations, in such proportions to be determined by the governing body of the Issuer upon the recommendations of the general manager. The payment of such proceeds into the Renewal and Replacement Fund shall not reduce the amounts required to be paid into such Fund by other provisions herein. J. INSURANCE. For so long as any of the Obligations are outstanding, the Issuer will carry adequate fire and windstorm in- surance on all buildings and structures of the works and properties of the Facilities which are subject to loss through fire or windstorm, will carry adequate public liability insurance, and will otherwise carry insurance of all kinds and in the amounts normally carried in the operation of similar facilities and properties in Florida. Any such insurance shall be carried for the benefit of the holders of the Obligations. All moneys received for losses under any of such in- surance, except public liability, are hereby pledged by the Issuer as security for the Obligations, until and unless such proceeds are used to remedy the loss or damage for which such proceeds are received, with by repairing the property damaged or replacing the property destroyed within ninety (90) days from the receipt of such proceeds. K. NO FREE SERVICE. The Issuer will not render or cause to be rendered any free services of any nature by its Facilities, -23- nor will any preferential rates be established for users of the same class. In the event the Issuer, including its departments, agencies and instrumentalities, shall avail itself of the services provided by the Facilities, or any part thereof, the same rates, fees or charges applicable to other customers receiving like services under similar circumstances shall be charged to the Issuer and any such department, agency or instrumentality. Such charges shall be paid as they accrue, and the Issuer shall transfer from its general funds sufficient sums to pay such charges. The revenues so received shall be deemed to be Revenues derived from the operation of the Facilities, and shall be deposited and accounted for in the same manner as other Revenues derived from such operation of the Facilities. L. ENFORCEMENT OF COLLECTIONS. The Issuer will diligently enforce and collect the rates, fees and other charges for the services of the Facilities, will take all steps, actions and proceedings for the enforcement and collection of such rates, charges and fees as shall become delinquent to the full extent permitted or authorized by law; and will maintain accurate records with respect thereof. All such fees, rates, charges and revenues shall, as collected, be held in trust to be applied as herein provided and not otherwise. M. REMEDIES. Any holder of Obligations or any coupons appertaining thereto issued under the provisions hereof or any trustee acting for the holders of such Obligations may by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights, including the right to the appointment of a receiver, existing under the laws of the State of Florida, and may enforce and compel the performance of all duties herein required or by any applicable statutes to be performed by the Issuer or by any officer thereof. Nothing herein, however, shall be construed to grant to any holder of such Obligations any lien on any property of, or in, the Issuer. N. OPERATING BUDGET. (1) The Issuer shall annually at least thirty (30) days preceding each of its Fiscal Years, in cooperation with its Consulting Engineers, prepare and adopt a 24 detailed final budget for the operation of the Facilities during such next succeeding Fiscal Year. If the budget discloses that the estimated Gross Revenues will be insufficient during such Fiscal Year to make fully the current payments required in this resolution, then the Issuer shall forthwith revise the rates, fees, rentals or other charges in order to cure such estimated deficiencies and to comply with the rate covenant as provided in Subsection 15F herein. (2) The Consulting Engineers will annually review the depreciation schedules established for each major capital asset, the same being any asset of the Facilities having an original acquisition cost in excess of $10,000. There shall be included in the budget amounts necessary for deposit in the Renewal and Replacement Fund as stipulated but no less than the amount necessary to provide for the orderly replacement of such depreciable capital assets in accordance with the depreciation schedules that the Consulting Engineers shall establish. (3) No expenditure for. the Operation and Maintenanc-2 of. the Facilities shall be made in any Fiscal Year in excess of the amounts provided therefor in subh budget without a written finding and recommendation by the general manager of such Facilities or other duly authorized officer in charge thereof, which finding and recommendation shall state in detail the purpose of and necessity for such increased expenditures for the Operation and Maintenance of the Facilities and no such increased expenditures shall be made until the governing body of the Issuer shall have approved such finding and recommendation by a resolution duly adopted. No such increased expenditures in excess of ten per centum (10%) of the amount provided therefor in such budget shall in any event be made except upon the further certificate of the Consulting Engineers that such increased expenditures are necessary and essential to the continuance in operation of the Facilities. 0. CONSULTING ENGINEERS. The Issuer will annually retain an independent Consulting Engineer or engineering firm having a favorable reputation for skill and experience for the design, con- struction and operation of Facilities of comparable size and character as the Facilities, for the purpose of providing the Issuer competent engineering counsel affecting the economical and efficient operation of the Facilities and in connection with the making of capital improvements and renewals and replacements of the Facilities. The Issuer may, however, employ additional engineers at any time with relation to specific engineering and operation problems arising in connection with the Facilities. The Issuer shall, at least every two (2) years, cause to be prepared by the Consulting Engineers a report or survey with respect to the management of the properties thereof, the sufficiency of the rates, and charges for services, the proper maintenance of the prop- erties of the Facilities and the necessity for capital improvements and recommendations therefor. Such a report or survey shall also show any failure of the Issuer to perform or comply with the covenants herein contained. If any such report or survey of the Consulting Engineers shall set forth that the provisions hereof or any reasonable recom- mendations of such Consulting Engineers have not been complied with, the Issuer shall immediately take such reasonable steps as are nec- essary to comply with such requirements and recommendations. In making such report or survey the Consulting Engineers shall accept certified statements of the independent certified public accountants. Copies of each report or survey shall be placed on file with the Is- suer and shall be open to the inspection of any holder of obligations or other interested parties. During the period of construction of the project, the Con- sulting Engineers shall. determine that all phases of construction of the project are being constructed pursuant to the plans and specifica- tions, plan the progress of such construction, approve the form and content of construction contracts signed by the Issuer, including any penalty payments required as a result of non-performance, and the performance and payment bonds required, arrange for proper permits, clearance of other construction documents as may be necessary from local, state or federal jurisdictions, and approve expenditures from the Construction Fund, as hereinafter provided. -26- When each phase of the project has been substantially com- pleted and placed in operation and use, the Consulting Engineers shall certify such fact to the Issuer and the same shall be deemed to be the completion date of each phase of the project. The Consulting Engineers shall also prepare a monthly progress report showing the status of the construction and acquisition of the project, the construction contracts entered into therefor, an esti- mated time schedule for completion, the percentage of completion thereof, the availability of funds for completion of the project and any other matters deemed advisable by such Consulting Engineers. Copies of: such progress reports shall be mailed to the original purchaser of the Obligations. P. NO C014PETING FACILITIES. To the full extent permitted by law, the Issuer will not grant, renew or cause, consent to, or allow the granting, renewal, extension or expansion of any franchise or permit to any person, firm, corporation or body, or agency or instrumentality whatsoever, for the furni.shinq of services similar to those of the Facilities to or within the boundaries of the Issuer. Q. ISSUANCE OF OTHER OBLIGATIONS. (1) The Issuer will not issue any other obligations payable from Revenue Sharing Trust Funds (as herein defined) received each year nor voluntarily create_ any lien leaving priority to to being on a parity with the lien of the Obligations and the interest thereon upon the Revenue Sharing Trust Funds. Any other obligations issued by the Issuer in addition to the Obligations herein authorized, payable from such Revenue Shar- ing Trust Funds, shall contain an express statement that such Obliga- tions are junior and subordinate in all respects to the Obligations herein authorized as to lien on and source and security for payment from such Revenue Sharing Trust Funds. (2) Further, the Issuer will not issue any other obliga- tions, except under the conditions and in the manner provided herein, payable from the Revenues of the Facilities, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien of the Obligations and the interest thereon, upon said Revenues. Any other obligations issued by the Issuer in addition to the Obligations herein authorized or Additional Parity Obligations provided for in subsection R below, payable from such Revenues, shall contain an express statement that such obligations are junior and subordinate in all respects to the Obligations, herein authorized, as to lien on and source and security for payment from such Revenues. R. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. Additional Parity Obligations, payable on a parity from the Net Revenues of the Facilities with the Obligations, herein authorized, may be issued after the issuance of any Obligations, herein authorized, for the construction and acquisition of additions, extensions and improvements to the Facilities or for refunding purposes, in the manner herein provided and upon compliance with both of the following conditions: (1) (a) 'There shall have been obtained and filed with the Issuer a certificate of an independent certified public accountant of suitable experience and responsibility: (i) stating that the books and records of. the Issuer relating to the collection and receipt of Revenues derived from the operation of the Facilities have been audited by him for the Fiscal Year. .immediately preceding the date of sale of the proposed obligations or for any twelve (12) consecutive months period out of the eighteen (18) consecutive month:. immediately preceding the date of sale of the proposed obligations; (ii) setting forth the amount of Net Revenues, as defined herein, received by the Issuer for the audited period referred to in (i) above, with respect to which such certificate is made; (iii) stating that the Net Revenues pursuant to (ii) above, as adjusted as hereinafter provided, equal at least 1.15 times the largest amount of principal and interest which will mature and become due in any Fiscal Year thereafter on all obligations, and all Additional Parity Obligations, if any, then outstanding and on the Additional Parity Obligations, with respect to which such certificate is made. (b) If desirable, the Net Revenues for such period may be adjusted by the Consulting Engineers as follows: (i_) by adding thereto the Net Revenues of any solid waste disposal system facilities which the Issuer shall have acquired prior to the issuance of the -28- Additional Parity Bonds or which the Issuer shall be acquiring from proceeds of such Additional Parity Bonds, and which has been operating for a part of the Fiscal Year or twelve (12) month period referred to above. (ii) In the event a change has been made in the rate schedule for services from the Facilities prior to the issuance of the proposed Additional Parity Obligations for a part of said Fiscal Year or twelve (12) month period referred to above, and such change has resulted in an increase in Net Revenues, by adding thereto such amount of additional Net Revenues, which the Consulting Engineer estimated would have been received by the Issuer during said Fiscal Year or twelve (12) month period if such change in such rate schedule had been in effect during the entire Fiscal Year or twleve (12) month period, and in the event a change ahs been made in the rate schedules for services from said Facilities prior to the issuance of the proposed Additional Parity Obligations for a part of the Fiscal Year or twelve (12) month period referred to above, and such change has resulted in a decrease in Net Revenues, by subtracting therefrom such amount of the Net Revenues which the Consulting Engineer estimates would not have been received by the Issuer during such Fiscal Year or. twelve (12) month period referred to above if such change in such rate schedule had been in effect during said entire Fiscal Year or twelve (12) month period. (2) The Net Revenues as estimated by the Consulting Engineers for the first twelve (12) months following completion of the project for which the Additional. Parity Bonds are issued shall equal at least 1.25 times the largest amount of principal and interest which will become due in any succeeding Fiscal Year on the Obliga- tions and those proposed to be issued. Each resolution authorizing the issuance of Additional Parity Obligations will recite that all of the covenants herein con- tained will be applicable to such Additional Parity Obligations. The Issuer shall not be in default in performing any of the covenants and obligations assumed hereunder, and all payments herein required to have been made into the accounts and funds, as provided hereunder, shall have been made to the full extent required. -29- The Additional Parity Obligations shall be dated March 1 or September 1 of the year of issuance thereof, shall bear interest payable semiannually on March 1 and September 1 of each year, and shall mature on September 1 of the year of maturity thereof. S. COMPLETION OF PROJECT. The Issuer will complete the project in an economical and efficient manner and with all practicable dispatch. T. MANAGER OF FACILITIES. The Issuer in operating the Facilities will employ a manager of demonstrated ability and ex- perience and will require all employees who may have possession of moneys derived from operation of the Facilities to be covered by a fidelity bond written by a responsible indemnity company in an amount sufficient to protect the issuer from loss. U. CONNECTIONS tWITH FACILITIES. The Issuer. will, to the full extent permitted by law, require persons within: the limits of the Issuer who can use the services of th•a Facilities to utilize such services immediately upon availability and to cease the use of all other means and methods similar to the services furnished by the Facilities. V. V. NO IMPAIRMEtWT OF CONTRACT. The Issuer has full power and authority to irrevocably pledge the Revenue Sharing `frust Funds, as defined, to the payment of the principal of and interest on the Obligations. The pledge of the Revenue Sharing Trust Funds in the manner provided herein shall not be subject to repeal, modification or impairment by any subsequent act of the Issuer without and unless the Issuer makes immediately available such additional or supplementary funds which shall be sufficient to retire the Obligations and interest thereon in accordance with their terms. The Issuer shall be unconditionally and irrevocably obligated, so long as any of the Obligations or the interest thereon are out- standing and unpaid, to take all lawful action necessary or required to continue to entitle the Issuer to receive the Revenue Sharing Trust Funds in the same amounts and at the same rates as now provided by law to pay the principal of and interest on the Obligations and to make the other payments provided for herein. The Issuer shall always be irrevocably and unconditionally obligated to take such action as may be required to entitle it to receive such Revenue Sharing Trust Funds in the maximum amount provided by law. SECTION 16. APPLICATION OF PROCEEDS OF OBLIGATIONS. All moneys received from the sale of the Obligations shall be deposited by the Issuer in a special account in a bank or trust company and applied by the Issuer as follows: A. All accrued interest and interest to accrue on the Obligations for one year after the date of delivery of the Obliga- tions shall be deposited into the Sinking Fund and applied ex- clusively for the payment of interest becoming due on the Obliga- tions. B. The Issuer shall next deposit with the paying agent of the outstanding Revenue and General obligation Notes a sum equal to pay all the principal of and interest on said Notes to the first date on which they may be called on or after the delivery of. the Obligations. C. The sum of One Hundred Thousand Dollars ($100,000) shall be deposited into the Reserve Account in the Sinking Fund. D. The sum of Two Hundred Sixty Thousand Dollars ($260,000) shall be deposited into the Operating Reserve Fund in the Solid Waste Disposal System Operating Account. E. The Issuer shall next use the moneys in said special account to pay all engineering fees, legal fees, fees of financial advisors, cost of the issuance of the Obligations, and all other similar costs incurred in connection with the acquisition and con- struction of the project and the issuance of the Obligations to finance the cost thereof. F. A special fund is hereby created, established and des- ignated as the "Facilities Construction Fund" (herein called the "Construction Fund"). There shall be paid into the Construction Fund the balance of the moneys remaining after making all the de- posits and payments provided for in paragraphs A, B, C, D, and E above. Such fund shall be kept separate and apart from all other accounts of the Issuer, and the moneys on deposit therein shall be withdrawn, used and applied by the Issuer solely to the payment of the cost of the project and purposes incidental thereto, as herein- above described and set forth. If for any reason such proceeds or any part thereof are not necessary for or are not applied to the payment of such cost, then the unapplied proceeds shall be deposited by the Issuer into the Sinking Fund and used only to pay principal and interest on the Obligations. All such proceeds shall be and constitute trust funds for such purposes, and there is hereby created a lien upon such moneys until so applied in favor of the holders of the Obligations. Any funds on deposit in the Construction Fund which, in the opinion of the Issuer, acting upon the recommendation of the Consulting Engineers, are not immediately necessary for expenditure, as hereinabove provided, may be invested .in Authorized Investments maturing at such time or times recomm-.nded by the Consulting Engineers. All such securities shall be held by the depository bank, and all income derived therefrom shall be deposited in the Construction Fund. All expenditures or disbursements from the Construction Fund shall be made only after such expenditures or disbursements shall have been approved in writing by the Issuer and by the Consulting Engineers. The date of completion of each phase of the project shall be determined by the Consulting Engineers, who will certify such facts in writing to the governing body of the Issuer. SECTION 17. MODIFICATION OR AMENDMENT. No material modi- fication or amendment of this resolution or of any resolution or ordinance amendatory hereof or supplemental hereto may be made without the consent in writing of the holders of two-thirds or more in the principal amount of the Obligations then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity of such Obligations 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 -32- interest on the Obligations as the same shall become due from the Revenues of the Facilities or reduce the percentage of the holders of the Obligations required to consent to any material modification or amendment hereof without the consent of the holder or holders of all such obligations; provided, however that no such modification or amendment shall allow or permit any acceleration of the payment of principal of or interest on the Obligations upon any default in the payment thereof whether or not the holders of the Obligations consent thereto. SECTION 18. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein con- tained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly pro- hibited, or against public policy, or shall for any reason whatso- ever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remain- ing covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Obliga- tions or coupons issued hereunder. SECTION 19. SALE OF OBLIGATIONS. The Obligations shall be issued and sold in such manner and at such price or prices con- sistent with the Act, all at one time or in installments from time to time, as shall be hereafter determined by the governing body of the Issuer. SECTION 20. VALIDATION AUTHORIZED. The Attorney for the Issuer is authorized and directed to prepare and file proceedings to validate the Obligations in the manner provided by law. SEC'T'ION 21. REPEALING CLAUSE. All resolutions or parts thereof of the Issuer in conflict with the provisions herein con- tained are, to the extent of such conflict, hereby superseded and repealed. SECTION 22. EFFECTIVE DATE. This resolution shall take effect in the manner provided by law. -33- BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA William C. WodtkeJr., Chairman ATTEST: Freda rig t, er EX'i'ftnC'1'S [true$ '1'[IEi tiJ' UTES UE' n County Commission MEETING OF THE Board of County Commissioners OF Indian River County, Florida HELD Oil THE 2nd DAY OF November 1 0 19 77 The Board of County Commissioners of Indian River County, Florida met in Regular meeting at Indian River County Courthouse in the City of Vero Beach _ Florida at 8:30 o'clock A .14. on the 2nd day of November 19_7_�, the place, hour, and date duly established for the hold- ing of such meeting. The Chairman called the meeting to order and on roll call the following answered present: R. Don Deeson �William C. Wodtke, Jr. Edwin S. Schmucker Alma Lee Loy Willard 4J. Sieber. t , .Jr. and the following were absent: The Chairman` -- declared a que_um present. A Resolution entitled: RESOLUTION N0, 77-110 A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF A SOLID WASTE DISPOSAL SYSTEM OF INDIAN RIV17R COUNTY, FLORIDA: PRO- VIDING FOR THE :ISSUANCE OF NOT EXCEEDING $1,815,000 SOLID WASTI, DISPOSAL SYSTIM REVENUE BONDS, SERIES 1977, OF SUCH COUNTY TO i PAY THE COST OF SUCH PROJECT AND THE REPAYMENT OF CERTAIN OUT- STANDING OBLIGATIONS ISSUED FOR SUCH PURPOSIi; PROVIDING FOR THG RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR TELE; PAYMENT THEREOF; AND MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS. was introduced by M. Chairman Wodtke Said Resolution was than read in fell end discus>ed and Considered. Miss Lov then moved the adoption of the Resolution as Introduced and read. mr. Siebert seconded the motion, and, on roll call, the following voted "Aye": R. Don Deeson; Edwin S. Schmucicer;'William C. Wodtke Jr., Chairman Aima Lee tLoy; and Willard W. Siebert, Jr. and the following voted "Nay": The Chairman thereupon declared the motion carried and the Resolution adopted a:; introduced and read. There being no further busine:;s to come before the meeting, upon motion duly made and seconded, the meeting was adjourned. CI:I.T l i' ICA I l; 01' RL r: iRDING ( VVICEII The unr:r_rsigned IN;KZBY Ci:RTIFIC3 ::hat. 1. Sllr- is the duly appointed, qualified, and acting _ Clerk of the'Board of Count Commissioners (h?r�in called th, Board __- — 1, and k^:!re, of the records thereof, inci,idinj the minutes or its proceedings; 2. The annexed copy cf extracts f=om t,. -.e minutes of the _ Heg„lar meeting of the Bgard held on the _2nd day of November , 1077 is a true, corse -t, an,3 conpared coP,/ of the whole of the orivinal minutes of said n+:etie•.g on file and o` record in;ofa_ as the same relate to the rerolutien referred to in said extracts and to tihc ot-hcr natters referred to therein; 3. Said CK•^ting was d+.11: convened in cor.`orr.hity with all appli-a-)IT a orcpor cluoru:❑ was Present through- out saie meetinn and tie resolutinn hcreinaf.ta_ mentioned was duly consir,ee-ed, and adopted in confo-nity -ith aLoli- cable r+,auiremont -end all other re-,vi.rerrents and pr.occedings 111Cid^il� to '-Ill i't" aces,)`_=^,l of %olcl r, 5nolUticn have been duly full ill^d, carried out, and ot:e*--.: i s_ observed; and 4. SII,2 is duly authorised to execut^ this Certificate-, 5. The copy o� the resolution -:nn^;:^_c] hereto encit lecl: A Resolution providing for the acquisition and construction of a solid waste disposal system of Indian River County, Florida; providing for the issuance of not exceeding $1,815,000 solid waste disposal system revenue bonds, series 1977, of such county to pay the cost of such project and the repayment of certain outstanding obligations issued for such purpose; providing for the rights of the holders of such bonds; providing for the payment thereof; and making; certain other covenants and agreements in connection with the issuance of such bonds. is P. trtlr_, corr,_ct, in•l ern::a:rxl crap•: of th^_ or'.tinal rc•r;nlar.i( retch i ---d t'_ is da tr:, :tr ;:11�2finally at said r,er.r ing F;nd, `;.^. th!! e':tvn = rnqu r—i h l a•.f, -- thereafter dilly s i,:iv-d yr acc•roveo by '.he proper officer or ej' ;[icers of tho Board which resolution is on file and o:. rc:ccrd. i,iv nand cold tl:^ Svill of th': S1Fr this --.2nd dal- or _November 1977 Freda Wright, Cle'r