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HomeMy WebLinkAbout1981-031RESOLUTION NO. 91 -al A RESOLUTION PROVIDING FOR COMPLETION OF THE RECONSTRUCTION, ALTERATION, FURNISHING AND EQUIPPING OF A COURTHOUSE ANNEX IN INDIAN RIVER COUNTY, FLORIDA; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $725,000 CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 1981, TO FINANCE THE COST THEREOF; AND PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH BONDS FROM THE RACE TRACK FUNDS AND JAI ALAI FRONTON FUNDS ACCRUING ANNUAI:LY TO INDIAN RIVER COUNTY, FLORIDA, PURSUANT TO LAW, AND CERTAIN INVESTMENT INCOME; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SAID BONDS. of IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA (hereinafter referred to as "Board"), that: SECTION 1. AUTHORITY FOR RESOLUTION. This resolution is adopted pursuant to the provisions of Chapter 125, Florida Statutes, Indian River County Ordinance No. 77-19 enacted August 3, 1977, and effective August 9, 1977, as amended, 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. Florida. A. "Issuer" or "County" shall mean Indian River County, B. "Board" shall mean the Board of County Commissioners of Indian River County, Florida. C. "Act" shall mean Chapter 125, Florida Statutes, Indian River County Ordinance No. 77-19, enacted August 3, 1977, and effective August 9, 1977, as amended, and other applicable provisions of law. D. "Resolution" shall mean this resolution. E. "Obligations" shall mean the Capital Improvement Revenue Bonds, Series 1981, herein authorized to be issued. F. "Prior Lien Obligations" shall mean the outstanding $4,350,000 Capital Improvement Revenue Bonds, Series 1980, dated April 1, 1980, having a prior lien upon the Race Track Funds and Jai Alai Fronton Funds. G. "Holder of Obligations" or "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. H. "Race Track Funds and Jai Alai Fronton Funds" shall mean that portion of the Race Track Funds and Jai Alai Fronton Funds accruing annually to the County under the provisions of Chapters 550 and 551, Florida Statutes, and allocated to the Board pursuant to law. I. "Authorized investments" shall mean any of the following if and to the extent the same are at the time legal for investment of municipal funds; (a) direct obligations of or obli- gations guaranteed by the United States; (b) bonds, debentures or notes issued by any of the following federal agencies: Bank for Cooperat .._s ..r,,..�,,.A„��; ccu'erdi Intermediate Credit Banks; Federal Home Loan Bank System Export-import Bank of Washington; Federal Land Banks; or the Federal National Mortgage Association (including Participation Certificates); (c) Public Housing Bonds, Temporary Notes, or Preliminary Loan Notes fully secured by contracts with the United States; (d) full faith and credit obligations of any State, provided that at the time of purchase such obligations are rated in either of the two highest rating categories by two nationally recognized bond rating agencies; (e) corporate deben- tures rated in the highest rating category by two nationally recognized bond rating agencies; or (f) time deposits represented by certificates of deposit fully secured in the manner provided by the laws of the State of Florida. J. "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. -2- SECTION 3. FINDINGS. It is hereby found and determined as follows: A. It is necessary and desirable to complete the reconstruction, alteration, furnishing and equipping of existing capital facilities of the County for use as an Administration Building, Courthouse and Annexes (hereinafter referred to as "Project"), in accordance with the plans and specifications of Connell Metcalf & Eddy, Coral Gables, Florida, Architects, now on file with the Clerk of the Board. B. The County is authorized to pledge that portion of the Race Track Funds and Jai Alai Fronton Funds accruing annually to Indian River County under the provisions of Chapters 550 and 551, Florida Statutes, as allocated to the Board pursuant to law, and the income from the investment of monies in the funds and accounts hereinafter established to pay the principal of and interest on the Obligations to be issued as hereinafter set forth. Said Race Track Funds and Jai Alai Fronton Funds are not pledged or encumbered in any manner except to the payment of the prin- cipal of and interest on the Prior Lien Obligations. C. The estimated cost of completing such Project, as above described, is the sum of Seven Hundred Twenty -Five Thousand Dollars ($725,000). Such cost, in addition to the specific items contained in the plans and specifications, may be deemed to in- clude the acquisition of any land or interest therein, or of any fixtures or equipment, or properties necessary or convenient therefor; expenses for estimates of costs and of revenues; expen- ses for plans, specifications and surveys; administrative expenses; interest on the Obligations proposed to be issued prior to, during, and for not exceeding one year following the completion of the Project; establishment of reasonable reserves for debt service; bond discount, if any; municipal bond insurance, if any; and such other expenses as may be necessary or incidental for the financing authorized by this Resolution, the undertaking of the Project, and the placing of the same in operation. -3- e D. The principal of and interest on the obligations to be issued pursuant to this Resolution and all other payments pro- vided for herein will be payable solely from the Race Track Funds and Jai Alai Fronton Funds and the income from the investment of monies in the funds and accounts hereinafter established in the manner herein provided. E. Neither the Board nor the County will be required to levy taxes on any real property within the County to pay the principal of and interest on the Obligations or to make any other payments provided for herein. The Obligations issued pursuant to this Resolution shall not constitute a lien upon any properties of the Board or any properties of or in the County. SECTION 4. 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 between the County and such Holders. The covenants and agreemcnts herein seL forth to be performed by the County 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 5. AUTHORIZATION OF OBLIGATIONS. Subject and pursuant to the provisions of this Resolution, obligations of the County to be known as "Capital Improvement Revenue Bonds, Series 1981" herein sometimes referred to as "Obligations," are hereby authorized to be issued in an aggregate principal amount not exceeding Seven Hundred Twenty -Five Thousand Dollars ($715,000). SECTION 6. DESCRIPTION OF OBLIGATIONS. The Obligations shall be numbered consecutively from one upward; shall be in the denomination of $5,000 each; shall be dated; shall bear interest, payable semi-annually, at such rate or rates not exceeding the V maximum legal rate allowable by law; and shell mature on such date in such years and amounts, all as shall be determined by subsequent resolution of the Board adopted on or prior to the sale of the Obligations. Such Obligations shall be issued in coupon form; shall be payable with respect to both principal and interest at a place or places to be determined by the Board 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. SECTION 7. EXECUTION OF OBLIGATIONS AND COUPONS. The Obligations shall be executed in the name of the County by the Chairman of the Board and countersigned and attested by its Clerk, and its corporate seal or facsimile thereof shall be affixed thereto or reproduced thereon. The facsimile signatures of the Chdirman or the Clerk may be imprinted or reproduced on the Obligations, provided that at least one signature required to he placed therco n t -u shall - c —auanuaiiy subscribed. In case any one or more of the officers who shall have signed or sealed any of the Obligations shall cease to be such officer of the Board before the Obligations so signed and sealed shall have been actually sold and delivered, such Obligations may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Obligations had not ceased to hold such office. Any Obligation may be signed and sealed on behalf of the County by such person who at the actual time of the execution of such Obligations shall hold the proper office in the County, 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 authen- ticated with the facsimile signature of any present or future Chairman of the Board, and the validation certificate on said Obligations shall be executed with the facsimile signature of said Chairman. The Board may adopt and use for such purposes the fac- s 0 simile signature of any person who shall have been such Chairman at any time on or after the date of the Obligations, not- withstanding that he may have ceased to be such officer at the time such Obligations shall be actually sold and delivered. SECTION 8. NEGOTIABILITY AND REGISTRATION. The Obligations issued hereunder shall be and shall have all of the q ualitles and incidents of negotiable instruments under the law merchant and the laws of the State of Florida, and each suc- cessive Holder, in accepting any of said Obligations or the coupons appertaining thereto, shall be conclusively deemed to have agreed that such Obligations shall be and shall 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, as Registrar, or with such other registrar as may be sub- sequently designated by such Board, such registration to be noted on the back of the Obliaationc in the space provideti therefor. After such registration as to principal only, no transfer of the Obligations shall be valid unless made at said office by the written assignment of the registered owner, or by his duly authorized attorney in a form satisfactory to the Registrar, and similarly noted on the Obligations, but the Obligations may be discharged from registration by 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 4. OBLIGATIONS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Obligation shall become mutilated, or be destroyed, stolen or lost, the County may, in its discretion, issue and deliver a new Obligation with all unmatured coupons -6- attached 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 mutilated 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 County proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the County may prescribe and paying such expenses as the County may incur. All Obligations and coupons so surrendered shall be cancelled by the Clerk of the Board. If any such Obligations or coupons shall have matured or be about to mature, instead of issuing a substitute Obligation or coupon, the County may pay the same, upon being indemnified as aforesaid and if such Obligation or coupon be lost, stolen or destroyed, without surrender thereof. Any such duplicate Obligations and coupons issued pur- suant to- ti,io section shall constitute original, additional, contractual obligations on the part of the County 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 1U. PROVISION FOR REDEMPTION. The Obligations of any maturity may be made subject to redemption prior to their specified date of maturity, at the option of the County, at such prices and under such terms and conditions as shall be fixed by resolution or resolutions of the County adopted at or prior to the sale thereof. Notice of such redemption (i) shall be published at least thirty (30) days prior to the redemption date in a finan- cial journal published in the Borough of Manhattan, City and r a State of New York, (ii) shall be filed with the paying agents for said Obligations, 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 hereinabove provided for. Interest shall cease to accrue on any Obligations duly called for prior redemption on the redemption date, if payment thereof has been duly provided for. SECTION 11. FORM OF OBLIGATIONS AND COUPONS. The text of the Obligations, the interest coupons and the certificate of validation to appear thereon shall be in suustantially the following form, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution or in any subsequent resolution adopted prior to the issuance thereof: A a No. $5,000 UNITED STATES OF AMERICA STATE OF FLORIDA INDIAN RIVER COUNTY CAPITAL IMPROVEMENT REVENUE BOND, SERIES 1981 KNOW ALL MEN BY THESE PRESENTS, that Indian River County, Florida (hereinafter referred to as "County"), for value received hereby promises to pay to the bearer; or if this bond be regis- tered, to the registered holder as herein provided, on the first day of , 19 , Lolel_y from the special funds hereinafter mentioned, the principal sum of FIVE THOUSAND DOLLARS and to pay interest thereon from the date of this bond until payment of such principal sum at the rate of per centum ( 8) per annum, payable semi-annually on the first day of and the first day of of 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 at in lawful money of the United States of America. This bond is one of an authorized issue of bonds, in an aggregate principal amount not exceeding Seven Hundred Twenty -Five Thousand Dollars ($725,000), of like date, tenor and effect except as to number, interest rate (if all bonds do not bear the same rate), and date of maturity, issued to finance the cost of completing the reconstruction, alteration, furnishing and equipping of an Administration Building, Courthouse and Annexes in the County, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Florida Statutes, County Ordinance No. 77-19, enacted August 3, 1977, and effective August 9, 1977, as amended, and other applicable provisions of law, and a resolution duly adopted by the Board of County Commissioners of such County (the "Board") on the day of , 1981, as supplemented (hereinafter collectively called "Resolution."), and -9- 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 lien upon and a pledge of 10 that portion of the Race Track Funds and Jai Alai Fronton Funds 4 Go accruing annually to the County under the provisions of Chapters 550 and 551, Florida Statutes, and allocated to the Board pur- suant to law and the income from the investment of monies held in the funds and accounts established by the Resolution. This bond A does not constitute an indebtedness of the Board or of the County within the meaning of any constitutional, statutory or charter provision or limitation. The lien of the holders of the bonds of this issue on said Race Track Funds and Jai Alai Fronton Funds is junior and subordinate to the lien thereon of the holders of the outstanding Capital Improvement Revenue Bonds, Series 1980, dated April 1, 1980. It is expressly agreed by the holder of this bond that such holder shall never have the right to require or compel the levy of ad valorem taxes for the payment of the principal of and interest on this bond or for the making of any sinking fund, reserve or other payments provided for in the Resolution. This bond and the indebtedness evidenced thereby shall not constitute a lien upon any property of the Board or upon any property of or in the County but shall constitute a lien only upon the portion of the Race Track Funds and Jai Alai Fronton Funds accruing annually to the County and the income from investments in the funds and accounts established by the Resolution in the manner above recited. It is hereby certified and recited that all acts, con- ditions and things required to exist, to happen and to be per- formed precedent to and in the issuance of this bond exist, have happened and have been performed in regular and due form and time as required by the Statutes and Constitution of the State of Florida applicable thereto, and that the issuance of this bond 0 A and of the issue of bonds of which this bond is one does not violate any constitutional or statutory limitation; further, that the issuance of this Bond, and of the issue of Bonds of which this Bond is one, has been approved under the provisions of Chapter 80-98, Laws of Florida, Acts of 1980. This bond and the coupons appertaining thereto are and have all the qualities and incidents of a negotiable instrW*ment under the law merchant and the laws of the State of Florida. — ( ii,scrt Redemption Provisions Notice of such redemption shall be given in the manner required by the Resolution. 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 executed by the Chairman of its Board of County Commissioners and attested and countersigned by the Clerk of such Board, either manually or with their facsimile signatures, and its corporate seal or a facsimile thereof, to be affixed, impressed, imprinted, lithographed or reproduced hereon, and has caused the interest coupons hereto attached to be executed with the facsimile signature of said Chairman, all as of the first day of , 19_ INDIAN RIVER COUNTY, FLORIDA ATTESTED AND COUNTERSIGNED: Clerk, Board of County Commissioners By: Chairman, Board of County Commissioners a a FORM OF COUPON No. $ Unless the bond to which this coupon is attached is callable and has been duly called for prior redemption and provi- sion duly made for the payment thereof, on the first day of 19 , Indian River County, Florida, promises to pay to bearer at _ from the funds described in 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 upon its Capital Improvement Revenue Bond, Series 1981, dated 1, 19_, numbered -- (SEAL) Chairman, Board of County Com- missioners, Indian River County, Florida FORM OF VALIDATION CERTIFICATE This bond is one of a series of bonds which were vali- dated and confirmed by judgment of the Circuit Court for Indian River County, Florida, rendered on 19 Chairman, Board of County Com- missioners, Indian River County, Florida REGISTRATION PROVISION This bond 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 subsequently designated by such Board, such registration being noted hereon by such Registrar in the registration blank below, after which no transfer shall be valid unless made by the registered holder, or his attorney duly authorized, and noted on said books and in the registration blank below, but it may be discharged from registra- A tion by being transferrers to bearer after which it shall be transferable by delivery, but it may be again registered as before. Such registration shall not restrain the negotiability of the coupons by delivery. DATE Or IN WHOSE NAME SIGNATURE OF REGISTRATION REGISTERED REGISTRAR A SECTION 12. SECURITY FOR OBLIGATIONS. The principal of and interest on the Obligations shall be secured forthwith equally and ratably by a lien upon and a pledge of all of the portion of Race Track Funds and Jai Alai Fronton Funds, as defined herein, accruing annually to the County under the provi- sions of Chapters 550 and 551, Florida Statutes, and allocated to the Board pursuant to law and the income from the investment of monies held in the various funds and accounts hereinafter established in Section 14 hereof. The County hereby irrevocably pledges such funds to the payment of the principal of and interest on the Obligations issued hereunder. The lien of the bonds issued hereunder on said Race Track Funds is junior and subordinate to the lien thereon of the outstanding Prior Lien Obligations. SECTION 13. OBLIGATIONS NOT DEBT OF BOARD OR COUNTY. Neither the Obligations nor coupons shall be or constitute general obligations or indebtedness of the Board or of the County within the meaning of any constitutional or statutory lJ_J+,a,:_� wu �:,� iiuJCUICUllCSS, i7uc Shall be payable solely from and secured by a first lien upon and a pledge of that portion of the Race Track Funds and Jai Alai Fronton Funds accruing annually to the County under the provisions of Chapters 550 and 551, Florida Statutes, and allocated to the Board pursuant to law and the income from the investment of monies held in the various funds and accounts hereinafter established in Section 14 hereof. No holder or holders of any Obligations issued hereunder or of any coupons appertaining thereto shall ever have the right to compel the levy of ad valorem taxes to pay the Obligations or interest thereon or for the making of any other payments provided for in this Resolution. SECTION 14. COVENANTS OF THE COUNTY. 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 -14- 4 U Reserve Account therein, a sum sufficient to pay whey► due the entire principal of the Obligations remaining unpaid, together with interest accrued or to accrue thereon, the County covenants with the holders of any and all Obligations as follows: A. SINKING FUND. Promptly after issuance of any of the Obligations the County, in each Fiscal Year, after making all payments required by the resolution which authorized the Prior Lien Obligations, will deposit all of the remaining Race Track. Funds and Jai Alai Fronton Funds and other surplus moneys not needed for said Prior Lien Obligations into a special fund which is hereby created and designated "Indian River County Capital Improvement Revenue Bonds, Series 1981, Sinking Fund" (hereinafter referred to as the "Sinking Fund"). B. DISPOSITION OF RACE TRACK FUNDS. All Race Track Funds and Jai Alai Fronton Funds at any time remaining on deposit in the Sinking Fund shall be disposed of commencing with the Fiscal Year 1980-1981, only in the following manner and in the following order of priority: (1) Moneys on deposit in the Sinking Fund shall first be used to pay all interest becoming due and payable on the Obligations during the current Fiscal Year and the principal amount of Obligations which will become due and payable on the next principal maturity date. (2) Moneys remaining in the Sinking Fund shall next be applied by the County to maintain a Reserve Account in said Sinking Fund, which Reserve Account is hereby created and established, in an amount equal to the maximum amount of prin- cipal and interest which will mature and come due on the Obligations in any ensuing Fiscal Year, which such sum shall be initially provided from the proceeds of the sale of the obliga- tions. No further payments shall be made into such Reserve Account when there has been deposited therein and as long as there shall remain on deposit therein a sum equal to the maximum amount of principal and interest which will mature and come due -15- Q on the Obligations in any ensuing Fiscal Year. Any withdrawals from the Reserve Account shall be sub- sequently restored from the first moneys available in the Sinking Fund after all required current payments into the Sinking Fund, 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 moneys in the Sinking Fund are insuf- ficient therefor, and for no other purpose. The County shall not be required to make any further payments into the Sinking Fund or into the Reserve Account when (i) the aggregate amount of moneys in such Sinking Fund and the Reserve Account therein are at least equal to the aggregate prin- cipal amount of Obligations then outstanding, plus the amount of interest then due or thereafter to become due on such Obligations then outstanding or (ii) the County shall have made provision for payment of the Obligations as provided in Section 17 of this Resolution. (3) The balance of any moneys remaining in the Sinking Fund after the above required current payments have been made shall be considered surplus funds and shall be deposited by the County into a special account to be known as the "Surplus Race Track Funds Account" (hereinafter called the "Surplus Account"). The moneys on deposit in said Surplus Account shall first be used, prior to any interest or principal payment date, to imple- ment the Sinking Fund and the Reserve Account to the extent of any deficiencies therein. Thereafter in each Fiscal Year, on the principal maturity date of the Obligations, any moneys remaining on deposit in said Surplus Account shall be used for the purchase of Obligations of any maturity at not exceeding the redemption price of the Obligations on the next succeeding redemption date and, commencing on the first date on which the Obligations become redeemable, for the redemption of Obligations in the manner pro- vided in Section 10 hereof; provided, however, that no such purchase or redemption of Obligations shall be made unless there is on deposit in said Surplus Account sufficient moneys to purchase or redeem at least $5,000 principal amount of Obligations. The purchase or redemption price, including redemption premium, if any, of Obligations so purchased or redeemed shall be paid from the Surplus Account and the interest accrued to the date of such purchase or the date fixed for redemption shall be paid from the Sinking Fund. Until such time as the Obligations become redeemable, in each Fiscal Year, not less than thirty (30) days prior to the principal maturity date occurring in such Fiscal Year, the County shall publish, in a financial newspaper or journal published in the City of New York, New York, a notice of call for tenders of Obligations, in an amount at least equal to the amount then available in said Surplus Account sufficient to purchase the same. Commencing with the first Fiscal Year in which the Obliga- tions are redeemable, and in each Fiscal Year thereafter, the County shall, call for redemption, in the manner provided in Section 10 hereof, on the principal maturity date occurring in such Fiscal Year, such principal amount of Obligations at least equal to the amount then available in said Surplus Account suf- ficient to redeem the same. (4) The Sinking Fund, and the Reserve Account therein, the Surplus Account, and any other special funds or accounts herein established and created shall constitute trust funds for the purposes provided herein for such funds. All such funds 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 the Sinking Fund and in the Surplus Account may be invested and reinvested in Authorized Investments. Moneys on deposit in the Reserve Account in the Sinking Fund shall be invested only in direct obligations of the United States of America. Investments made with moneys in the Sinking Fund and in -17- R t the Surplus Account must mature not later than the date that such moneys will be needed but in no event later than one year from the date of purchase. Investments made with moneys in the Reserve Account must mature not later than the final maturity of any Obligations then outstanding. Any and all income received by the County from all such investments shall upon receipt thereof be deposited into the Sinking Fund and used only for the payment of principal and interest on the Obligations and for the Reserve Account, and thereafter shall be deposited into the Surplus Account and used for the purchase or redemption of Obligations. 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 invest- ment pool, provided that adequate accounting records are main- tained to reflect and control the restricted allocation of the cash on deposit therein and such investments for the various pur- poses of such funds and accounts as herein provided. The designation and establishment of the varioug funds in and by this Instrument 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 ear- marking of certain moneys and assets of the County for certain purposes and to establish certain priorities for application of such moneys and assets as herein provided. C. ADDITIONAL OBLIGATIONS. The County hereby covenants and agrees not to incur any other obligations or indebtedness, except refunding obligations, payable from the same sources as the payments hereinbefore specified to be made into the Sinking Fund and Reserve Account, unless such obligations contain an express statement that such obligations are junior and subor- dinate in all respects to the Obligations herein authorized and the Prior Lien Obligations as to lien on and source and security -18- 0 0 for payment from the Race Track Funds and Jai Alai Fronton Funds, as defined herein, and investment income. D. REMEDIES. Any Holder of Obligations, or of any coupons appertaining thereto, issued under the provisions of this Resolution, may either at law or in equity, by suit, action, man- damus or other proceedings in any Court of competent jurisdic- tion, protect and enforce any and all rights under the laws of the State of Florida or granted and contained in the Act and in this Resolution, and may enforce and compel the payment of all sums and the performance of all duties required by this Resolution or by any applicable statutes to be performed by the County, or by any officer thereof, including but not being limited to, the application and distribution of the Race Track Funds and Jai Alai Fronton Funds in the manner provided in this Resolution. E. BOOKS AND RECORDS. The Countv shall keep books and records of the receipt of all Race Track Funds and Jai Alai Fronton Funds received by it, including particularly the Race Track Funds and _ a T ,.,, ��..i nisi pivniv,-i cu[ta5 pledged hereunder, which such books and records shall be kept separate and apart from all other books, records and accounts of the Issuer and any Holder of an Obligation or Obligations shall have the right at all reasonable times to inspect all records, accounts and data of the County relating thereto. F. ANNUAL AUDIT. The County shall also, at least once a year, within 60 days after the close of the Fiscal Year, cause the books, records and accounts relating to such Race Track Funds and Jai Alai Fronton Funds to be properly audited by the State Auditor or by an independent Certified Public Accountant and shall mail, upon request, and make generally available, the report of such audits to any Holder or Holders of Obligations. A copy of such annual audit shall also be furnished to the original purchasers of the Obligations. G. NO IMPAIRMENT OF CONTRACT. The County has full s power and authority to irrevocably pledge the portion of Race Track Funds and .Jai Alai Fronton Funds hereinabove described to the payment of the principal of and interest on the Obligations. The pledge of such Race Track Funds and Jai Alai Fronton Funds, in the manner provided herein, shall not be subject to repeal, modification or impairment by any subsequent resolution or other proceedings of the County or by any subsequent act of the Legislature of Florida without and unless such Issuer shall have provided, or the Legislature shall have made immediately available to the County, such additional or supplemental funds which shall be sufficient to retire such Obligations and the interest thereon in accordance with their terms. The County shall take aii actions and pursue such legal remedies which may be available to it either in law or in equity to prevent or cure any default or impairment as within the meaning of this subsec- tion G. H. ARBITRAGE. The County does hereby further covenant that no use will be made of the proceeds of the Obligations which would cause the Obligations to be "arbitraog hnnas" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and the applicable regulations thereunder. The County, at all times while such Obligations and the interest thereon are outstanding, including refundings thereof, will comply with the requirements of said Section 103(c) and with the valid and applicable rules and regulations of the Internal Revenue Service thereunder. I. PRIOR LIEN OBLIGATIONS RESERVE ACCOUNT. Subject to the rights of the holders of the Prior Lien Obligations, the County agrees that no further payments will be made by it into the Reserve Account maintained for the Prior Lien Obligations when there has been deposited into said Reserve Account and as long as there shall remain on deposit therein an amount equal to the maximum bond service requirement (as such term is defined in the resolution which authorized said Prior Lien Obligations) on -20- said Prior Lien Obligations. SECTION 15. CONSTRUCTION TRUST FUNn. All of the pro- ceeds derived from the sale of the Obligations (except (i) an amount equal to accrued interest to be deposited in the Bond Service Fund, and (ii) an amount equal to the maximum amount of principal and interest which will mature and become due on the Obligations in any ensuing Fiscal Year to be deposited in the Reserve Account) shall be deposited in a trust 'Lurid which is hereby created, established and designated as the "Construction Trust Fund." Such Construction Trust Fund shall be deposited and maintained with any banking institution in the State of Florida approved as a County depository and subsequently designated by the County. The moneys therein shall be used only for the payment of the cost of the Project as hereinabove defined, but, pending such application, may be invested in Authorized Investments maturing at such time or times as necessary to meet the requirements of the Construction Trust Fund, the income from such investments to remain in said Construction Trust Fund. Any balance of unexpended moneys in the Construction Trust Find after completion of such Project shall be deposited in the Sinking Fund hereinbefore established. SECTION 16. RIGHTS OF THE OBLIGATION HOLDERS. The Holders of the Obligations shall have no responsibility for the application and use of the proceeds received from the sale thereof and the application and use of such proceeds by the County shall in no way affect the rights of the Obligation Holders. The County shall be irrevocably obligated, upon receipt thereof, to use the Race Track Funds and Jai Alai Fronton Funds pledged hereunder to pay the principal of and interest on the Obligations and to make all reserve and other payments provided for herein, notwithstanding any failure of the County to apply such Obligation proceeds in the manner provided herein. SECTION 17. DEFEASANCE. If, at any time, the County shall have paid, or shall have made provision for payment of, the -21- 4 consent in writing of the Holders of sixty-six and two-thirds per centum (66 2/38) or more in 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 unconditional promise of the County to collect such portion of the Race Track Funds and Jai Alai Fronton Funds as herein pro- vided, or to pay the principal of and interest on the Obligations as the came shall become due fr;i;, such Race +cac:f Fiina'S and jai Alai Fronton Funds, or reduce such percentage of Holders of such Obligations, required above, for such modifications or amend- ments, without the consent of the Holders of all of such Obligations; provided further, however, that no modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto may be made which 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 21. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions, and in no way affect the validity of all the other provisions of this Resolution or of the Obligations or coupons issued thereunder. SECTION 22. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. -23-