HomeMy WebLinkAbout1986-035A RESOLIJF I ON PFOV I D I NG FOR T1IE AOQU I S I T I ON AND ODNSTWCT1 ION
OF ADD I T I ONS , FXTENS I ONS AND I MPFJ AMENTS TO THE Om3 I NEI)
WATER rVD SE-IVER SYSTEM OF INDIAN RIVER O: t4W , FLORIDA;
A MIOR I Z I % THE ISSUANCE BY SlJC7-i OakITY OF NOT FXCEED I NG
$9,200,000 %%TER AND SEWER REVENUE BODS, SERIES 1986, TO
F I NANCF `111E OOST THEREOF; PI k ri I NG THE CfdI)SS REMENL E.S OF
SUCH SYSTEM TO SECURE PAW04T OF T[ -IE PR I NC I PAL OF AJ1,D
INTEREST ON SUO-I BOPDS ; PFM I D I NG FOR THE R I GrFS OF -ITIS
I-iOLDERS OF SUCH 13014TS; MW I NG CERTAIN OgVh7`WffF) AND
AGREEMEI'JTS IN OJNNECTION THEREWITH; Pi'WIDING FCR RELATED
Fv1ATTERS; AND PFOV I D 1 IC AN EFFECTIVE LATE.
BE IT RESOLVED BY TI -IE DDI OF OJJMY QOtvtvl I SS I ONERS OF INDIAN R I VER
0314 Y, FLORIDA, as follows:
ARTICLE I
nr_n iron i
1.01 Definitions. When used in this Instrunent, the following terms
shall have the following meanings, and the tenns defined in the Original
Resolution shall have the meanings ascribed to them by the Original Resolution,
unless the context clearly otherwise requires:
"Bond" or "Bonds" shall man the obligation or obligations of the
Issuer authorized to be issued pursuant to Section 2.01 of this Instrurrant.
"Construction Fund" shall man the fund or funds created pursuant to
Section 3.03 of this Instrunent for the purpose of receiving Bond proceeds and
other funds to pay the Cost of the Project.
"Cost," when used in connection with the Protect, shall man all
expenses necessary, appurtenant or incidental to the acquisition arxi
construction of the Project, including, without limitation, the cost of any larxi
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or interest therein or of any fixtures, equipment or personal property necessary
or convenient therefor; the cost of labor and materials to complete such
construction; engineering and legal expenses; fiscal expenses; expenses for
estimates of costs and of revenues; expenses for plans, specifications and
surveys; interest during construction; reasonable reserves for debt service on
the Bonds; municipal bond insurance premiums; repayment of interim financing
with respect to the Project; and administrative expenses related solely to the
acquisition and construction of the Project.
"Instrument" shall mean this resolution and all resolutions amendatory
hereof which may be hereafter duly adopted by the Issuer.
entitled:
"Issuer" shall mean Indian River County, Florida.
"Original Resolution" shall mean Resolution No. 82-61 of the Board
"RESOLUTION MBINING ALL WATER AND/OR SEWER SYSTBvIS OF
INDIAN RIVER COLKrY, FLORIDA, INTO ONE INTEGRATID SYSTEM;
PLEDGING THE G;DSS REVENUES OF SUCH MU I NED SYSTEM TO
SECURE PAYMENT OF -11 IE PRINCIPAL OF AND INTEREST ON ALL WATER
AND/OR SEWER REVENUE OBLIGATIONS OF THE ODUNTY; REVISING
CERTAIN OJVB44NTS IN THE RESOLUTIONS AUTHORIZING THE
ISSIWJCE OF ALL OUTSTANDING PATER FWD/OR SMER REVENUE
OBL I GAT I ONS OF -ME- OXNTY ; AND PROVIDING FOR THE RIG}-fTS OF
THE FIOLDEPS OF SU01 OBL I GAT I ONS . "
;together with all amendments and supplements thereto adopted prior to the date
of adoption hereof.
"Parity Obligations" shall mean, collectively, the outstanding Water
and Sewer Revenue Bonds, Series 1979, dated August 30, 1979; and Water and Sewer
Revenue Bonds, Second Series 1979, dated May 21, 1981; and Water Revenue Bonds,
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Series 1980 (South County Water System), dated Septeirher 30, 1982; and Water and
Sewer Revenue Bonds, Series 1982, dated April 30, 1985, of the Issuer.
"Pledged Funis" shall mean the Gross Revenues.
"Project" shall mean the additions, extensions and improvements to the
System to be acquired and constructed pursuant to the authorization contained in
this Instrument in accordance with certain plans and specifications now on file
with the Clerk.
1.02 Authority for this Instrument. This Instrument is adopted
pursuant to the provisions of Ch. 159, Fla. Stat. (1985), and other applicable
provisions of law, and pursuant to Subsection 3.04(J) of the Original
Resolution, and is supplemental to the Original Resolution.
1.03 Findings. It is hereby found and determined that:
(A) The Issuer presently owns and operates a combined water and sewer
system for the benefit of its inhabitants, and the Project is necessary for the
continued preservation of the health, welfare, convenience and safety of the
Issuer and its inhabitants.
(B) The Issuer has been advised by its consulting engineers and it is
hereby found and determined that the estimated Cost of the Project is $9,200,000
which shall be paid with the proceeds of the sale of the Bonds.
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(C) Subsection 3.04(J) of the Original Resolution provides for the
issuance of additional parity obligations under the terms, limitations and
conditions provided therein.
(Q) The Issuer has complied with the terms, limitations and
conditions contained in the Original Resolution. The Issuer is, therefore,
entitled to issue the Bonds as additional parity obligations within the
authorization contained in the Original Resolution.
(E) The revenues to be derived annually for the rates, rentals, fees
and other charges made and collected for the services and facilities of the
System are expected to be sufficient to pay, as the same shall become due and
payable, the principal of and interest on the Bonds and the Parity Obligations
and the Operating Expenses. Prior to the issuance of the Bonds, the Issuer
shall find and determine the estimated annual Gross Revenues, Operating Expenses
and principal of and interest on the Bonds. It is estimated that the period of
usefulness of the System will exceed 41 years.
(F) It is deemed necessary and desirable to pledge the Pledged Funds
to the payment of the principal of an(' interest on the Bond,. No part of the
Pledged Funds have been pledged or hypothecated except with respect to the Bonds
and the Parity Obligations.
(G) The Bonds will be on a parity and rank equally as to lien on and
source and security for payment from the Pledged Funds with the Parity
Obligations.
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(N) This Instrument and the Original Resolution are declared to be
and shall constitute a contract between the Issuer and all of the holders of the
Bonds and Parity Obligations; and the covenants and agreements herein set forth
to be performed by the Issuer are and shall be for the equal benefit, protection
and security of all of the legal holders of any and all of the Bonds and Parity
Obligations, all of which shall be of equal rank and without preference,
priority or distinction of any of the 5oiyjs or Parity Obligations over any other
of the Bonds or Parity Obligations, except as hereinafter provided.
( I ) The Issuer is not, under this Instrument, obligated to levy any
ad valorem taxes on any real or personal property situated within its corporate
territorial limits to pay the principal of or interest on the Bonds or to pay
Operating Expenses. The Bonds shall not constitute a lien upon the System or
any other property of the Issuer or situated within its corporate territorial
limits.
1.04 Project Authorized. The Project is hereby authorized.
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ARTICLE II
AUTHORIZATION, TEROS, D(ECUTICN AND
REGISTRATION OF REVENUE BONDS
2.01 Authorization of Revenue Bonds. Subject and pursuant to the
provisions of this InstrMment, obligations of the Issuer to be known as "Water
and Sewer Revenue Bonds, Series 1986," are hereby authorized to be issued in an
aggregate principal amount not exceeding $9,200,000 for the purpose of providing
funds to pay the Cost of the Project.
2.02 Description of Bonds. The Bonds shall be dated as of the date
of their delivery; shall bear interest at a rate or rates not exceeding the
maximum rate per annum permitted by law, payable on Septerrber 1, 1988, and
annually thereafter on September 1 of each year; and shall be issued initially
as a single fully -registered Bond, numbered 1 (with exchange privileges as
hereinafter provided), payable in installments on September 1 of the years and
in the amounts as follows:
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Years
Amounts
Years
Amounts
1990
$ 85,000
2009
$216,000
1991
90,000
2010
227,000
1992
94,000
2011
238,000
1993
99,000
2012
250,000
1994
104,000
2013
262,000
1995
109,000
2014
275,000
1996
114,000
2015
289,000
1997
120,000
2016
304,000
1998
126,000
2017
319,000
1999
132,000
2018
335,000
2000
139,000
2019
352,000
2001
146,000
2020
369,000
2002
153,000
2021
388,000
2003
161,000
2022
407,000
2004
169,000
2023
427,000
2005
178,000
2024
449,000
2006
186,000
2025
471,000
2007
196,000
2026
495,000
2008
206,000
2027
52.0,000;
Provided,
however, that if
the Bonds shall
be issued on September 1,
1988, or thereafter, each of such
installments or
maturity dates shall be
deferred by one
year for each year
or fraction of a
year that the issuance of
the Bonds shall
be deferred beyond August 31, 1988,
and all other dates herein
shall be deferred correspondingly,
2.03 Places of Payment. The Bonds shall be payable as to both
principal and interest at such place or places as the Issuer shall hereafter by
resolution designate, in lawful money of the United States of America; and shall
bear interest from the date of issue; provided, however, that Bonds held by the
Goverrment shall be payable at "Finance Office, Fanners Home Administration,
United States Department of Agriculture, 1520 Market Street, St. Louis, Missouri
63103," or at such other places as the Goverrment shall from time to time in
writing designate to the Issuer.
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2.04 Provisions for Redtrrption. The Bonds are subject to redemption
prior to maturity, at the option of the Issuer, as a whole, on any date, upon
payment of the outstanding principal amount thereof, together with accrued
interest to the date fixed for redemption.
The Issuer, at its option, frau time to time, on any interest payment
date, may redeem any part of the principal of the Bonds by payment of the amount
selected for such redemption, together with accrued interest on the amount
selected for such redemption to the redemption date. Each partial redemption
shall be applied against the installments of principal last (by date) due and
payable and no partial redemption shall postpone or interrupt payments of future
amortized installments which shall continue to be due and payable until payment
thereof in full.
2.05 Execution of Bonds. The Bonds shall be executed in the name of
the Issuer with the manual or facsimile signature of the Chairman and the
corporate seal of the Issuer shall be imprinted thereon, attested and
countersigned with the manual or facsimile signature of the Clerk; provided,
that the signature of one of such officers shall be manually executed thereon.
In case any one or more of the officers who shall have signed or sealed any of
the Bonds or whose facsimile signature shall appear thereon shall cease to be
such officer of the Issuer before the Bonds so signed and sealed have been
actually sold and delivered, such Bonds may nevertheless be sold and delivered
as herein provided and may be issued as if the person who signed or sealed such
Bonds had not ceased to hold such office. Any Bond may be signed and sealed on
behalf of the Issuer by such person who at the actual time of the execution of
such Bond shall hold the proper office of the Issuer, although at the date of
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such Bonds such person may not have held such office or may not have been so
authorized. The Issuer may adopt and use for such purposes the facsimile
signatures of any such persons who shall have held such offices at any time
after the date of the adoption of this Instrument, notwithstanding that either
or both shall have ceased to hold such office at the time the Bonds shall be
actually sold and delivered.
2.06 Negotiability, Registration and Exchange. The Bonds shall be
and shall have all the qualities and incidents of negotiable instruments under
laws of the State of Florida, and each successive holder, in accepting any of
the Bonds shall be conclusively deemed to have agreed that the Bonds shall be
and have all of the qualities and incidents of negotiable instruments.
The Clerk, as Bond Registrar, shall not be required to make any
registration or transfer of Bonds during 15 days next preceding an interest
payment date on the Bonds, or in the case of any proposed redemption of Bonds,
after such Bonds have been selected for redemption. The person in whose name
any Bond shall be registered shall be deemed and regarded as the absolute owner
thereof for all purposes, and payment of or on account of the principal of any
Bond and the interest on any Bond shall be made only to or upon the order of the
registered owner thereof or his legal representative. All such payments shall
be valid and effectual to satisfy and discharge the liability upon such Bond
including the interest thereon to the extent of the suTi or sums so paid.
The single fully -registered Bond may be exchanged by the owner and
holder thereof at any time, not more than 90 days after surrender of such Bond
to the Bond Registrar, for an equal aggregate principal amount of fully
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registered Bonds stated to mature on Septerd)er i of the years in the amounts and
in denominations corresponding to the years and amounts of the unpaid
installments of principal of the single fully -registered Bond, and substantially
in the fonn prescribed in Section 2.08 of this Instrument, with appropriate
insertions, omissions and variations.
2.07 Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond
shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its
discretion issue and deliver a new Bond of like tenor as the Bond so mutilated,
destroyed, stolen or lost, in exchange and substitution for such mutilated Bond,
upon surrender and cancellation of such mutilated Bond, or in lieu of and
substitution for the Bond destroyed, stolen or lost, and upon the owner
furnishing the Issuer satisfactory indemnity and complying with such other
reasonable regulations and conditions as the Issuer may prescribe and paying
such expenses as the Issuer may incur. All Bonds so surrendered shall be
cancelled by the Clerk. If any such Bonds shall have matured or be about to
mature, instead of issuing a substitute Bond, the Issuer may pay tide same, upon
being indermified as aforesaid, and if such Bond be lost, stolen or destroyed,
without surrender thereof.
Any such duplicate Bonds issued pursuant to this section shall
constitute original, additional contractual obligations on the part of the
Issuer Mether or not the lost, stolen or destroyed Bonds be at any time found
by anyone, and such duplicate Bonds shall be entitled to equal and proportionate
benefits and rights as to lien on and source and security for payment from the
Pledged Funds to the same extent as all other Bonds issued hereunder.
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2.08 Form of Bonds. The text of the Bonds shall be in substantially
the following form, with only such omissions, insertions and variations as may
be necessary and/or desirable and approved by the Chairman or the Clerk prior to
the issuance thereof (which necessity and/or desirability and approval shall be
presumed by such officer's execution of the Bonds and the Issuer's delivery of
the Bonds to the purchaser thereof):
do
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( FORM OF ice)
Ui J I TED STATES OF A MER I CA
STATE OF FLORIDA
ODLNY OF INDINJ RIVER
WATEP, AND SEVER REVEl`lJE BOND, SERIES 1986
BOW NO. 1
KQUkl ALL MEN BY THESE PRESEIJT'S, that the County of Indian River,
Florida, a public body created and existing under and by virtue of the laws of
the State of Florida (the "Issuer"), for value received, hereby prornises to pay,
solely from certain special funds described herein, to the order of the United
States of America, acting through the Fanners Home Administration, United States
Department of Agriculture (the "Government"), or registered assigns, unless this
Bond duly shall have been called for earlier redemption and payment of the
redemption price shall have been made or provided for, the principal sum of
$9,200,000 on the first day of September in the years and installments as
follows:
Years
Amounts
Years
Anounts
1990
$ 85,000
2009
$216,000
1991
90,000
2010
227,000
1992
94,000
2011
238,000
1993
99,000
2012
250,000
1994
104,000
2013
262,000
1995
109,000
2014
275,000
1996
114,000
2015
289,000
1997
120,000
2016
304,000
1998
126,000
2017
319,000
1999
132,000
2018
335,000
2000
139,000
2019
352,000
2001
146,000
2020
369,000
2002
153,000
2021
388,000
2003
161,000
2022
407,000
2004
169,000
2023
r127,000
2005
178,000
2024
449,000
2006
186,000
2025
471,000
2007
196,000
2026
495,000
2008
206,000
2027
520,000;
or such lesser amount as shall, on any of such dates, represent the then
outstanding principal amount hereof, and to pay interest on the balance of such
principal sum from timx: to time: renkiining unpaid, from the date of the issuance
of this Bond to the holder hereof, at the rate of per centum ( %) per
annun, payable on Septmber 1, 1988, and annually thereafter on the first day of
Septeilber of each year. Both principal of arxi interest on this Bond are payable
at Finance Office, Farmers Hone Actninistration, United States Department of
Agriculture, 1520 Market Street, St. Louis, Missouri 63103, in lawful money of
the United States of America. Payments of principal and interest, including
prepayments of installments of principal as hereinafter provided, shall be noted
by the owner and holder hereof on the Payment Record made a part of this Bond,
and written notice of the making of such notation shall be promptly sent to the
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Issuer. Upon final payment of principal and interest, this Bond shall be
surrendered to the Issuer.
This Bond represents an authorized issue of Bonds in the aggregate
principal amount of $9,200,000 issued to finance the cost of acquiring and
constructing additions, extensions and improvements to the combined water and
sewer system of the Issuer (the "System"), under the authority of and in full
compliance with the Constitution and Statutes of the State of Florida,
particularly Ch. 159, Fla. Stat. (1985), and a resolution duly adopted by the
Issuer on July 7, 1982, as amended and supplemented by certain resolutions duly
adopted by the Issuer, including a resolution duly adopted by the Issuer on
June 18, 1986 (collectively, the "Resolution"), and is subject to all the terms
and conditions of the Resolution.
llhis Bond and the interest hereon are payable solely from and secured
by a lien upon and a pledge of the gross revenues to be derived from the
operation of the System, in the manner described in the Resolution. It is
provided in the Resolution that this Bond shall rank on a parity with the
outstanding Water and Sewer Revenue Bonds, Series 1979, dated August 30, 1979,
and Water and Sewer Revenue Bonds, Second Series 1979, dated May 21, 1982, and
Water Revenue Bonds, Series 1980 (South County Water System), dated
September 30, 1982, and Water and Sewer Revenue Bonds, Series 1982, dated April
30, 1985, all of the Issuer (all four issues of bonds, collectively, the "Parity
Obligations"); which have a lien of equal rank upon such gross revenues.
It is expressly agreed by the holder of this Borxi that the full faith
and credit of the Issuer are not pledged to the payment of the principal of and
interest on this Bond and that such holder shall never have the right to require
or compel the exercise of any taxing paver of the Issuer to the payment of such
principal and interest or the cost of maintaining, repairing and operating the
System. This Bond and the obligation evidenced hereby shall not constitute a
lien upon the System or any part thereof or upon any other property of the
Issuer or situated within its corporate limits, but shall constitute a lien only
on the gross revenues derived from the operation of the System.
In and by the Resolution, the Issuer has covenanted and agreed with
the holder of this Bond that it will fix, establish, revise, from time to time,
whenever necessary, maintain and collect always such fees, rates, rentals and
other charges for the use of the product, services and facilities of the System
which will always produce revenues sufficient to pay, and out of such funds pay,
as the same shall become due, 100% of the current Bond Service Requirement, as
defined in the Resolution, on this Bond and the Parity Obligations and 100% of
all other payments required by the Resolution; and that such rates, rentals,
fees and other charges will not be reduced so as to be insufficient to provide
funds for such purposes.
As provided in the Resolution, this Bond is exchangeable at the
expense of the owner and holder hereof at any time, not more than 90 days after
surrender of this Bond to the Clerk hereinafter mentioned as Borxi Registrar,
for an equal aggregate principal amount of fully registered Bonds stated to
mature on September 1 of the years in the amounts and in denominations
corresponding to the years and amounts of the unpaid installments of principal
of this Bond.
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This Bond is subject to redemption prior to maturity, at the option of
the Issuer, as a whole, on any date, upon payment of the outstanding principal
amount hereof, together with accrued interest to the date fixed for redemption.
The Issuer, at its option, from time to time, on any interest payment
date, may redeem any part of the principal of this Bond by payment of the amount
selected for such redemption, together with accrued interest on the amount
selected for such redemption to the redemption date. Each partial redemption
shall be applied against the installments of principal last (by date) due and
payable and no partial redemption shall postpone or interrupt payments of future
amortized installments which shall continue to be due and payable until payment
hereof in full.
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 this Bond does not violate
any constitutional or statutory limitations or provisions.
This Bond is and has all the qualities and incidents of a negotiable
instrument under the laws of the State of Florida.
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IN WITNESS NMEREOF, the County of Indian River, Florida, has issued
this Bond and has caused the same to be signed by its Chainnan and attested and
countersigned by its Clerk, and its corporate seal to be impressed hereon, all
as of , 198 .
(SEAL)
• V_ Ian � ��_.►IL'.. M ��
Jerk
MLKrY OF INDIAN RIVER, FLORIDA
By: _
Cha i nnan
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(R)RA OF VALIDAT IC11 CERTIFICATE)
VALIDATION CERTIFICATE
This Bond was validated by judgnent of the Circuit Court for Indian
River County, Florida, rendered on , 1986.
rman
( FORM OF ASS I CT VENT )
ASS I QST
For valuable consideration, the UNITED STATES OF AMERICA, acting
through the FARMERS HCME ADMINISTRATION, UNITED STATES DEPARRIMFN( OF
AGRICULTURE, does hereby assign, transfer and deliver to
all of its right, title and interest in and to
this Bond and all rights belonging or appertaining to the assignor under and by
virtue of this Bond.
Witnesses:
UNITED STATES OF AMERICA,
acting through the
FARMERS HJvE ALM I N I SlRAT I ON,
UN 1 TED STATES DEPAMIMENT OF AGR I CULTURE,
By:
Title:
IHIIIIIII
4D
Principal Signature
Due Date
•
Balance Interest Date of
(Sept. 1)
Payment
Due Payment Paid Bondholder
1988
( FORA OF PAYMEM' REODTRD)
PAY1v1MT REODPD
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Principal Signature
Due Date
Principal
Balance Interest Date of
(Sept. 1)
Payment
Due Payment Paid Bondholder
1988
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$9,200,000
1989
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9,200,000
1990
$ 85,000
` e
1991
90,000
�-
1992
94,000
- --
1993
99,000
1994
104,000
`
1995
109,000
`
1996
114,000
1997
120,000
`
1998
126,000
1999
132,000
s
2000
139,000
`
2001
146,000
2002
153,000
--
2003
161,000
2004
169,000
`
2005
178,000
`
2006
186,000
`
2007
196,000
2008
206,000
`
2009
216,000
2010
227,000
2011
238,000
2012
250,000
2013
262,000
2014
275,000
2015
289,000
`
2016
304,000
`
2017
319,000
--
2018
335,000
` '-
2019
352,000
---- T
2020
369,900
`
2021
388,000
`
2022
407,000
2023
427,000
2024
449,000
`
2025
471,000
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2026
495,000
2027
520,000
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PR I NC I PAL I NSTALUvRTrS ON VAI 101 PA`A4NfS FIAVE
BEEN MADE PRIOR TO DUE DATE
Principal
Principal Due Principal Balance Date Signature of
Date Mount Prepaid Due Paid Bondholder
IN
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ART I CL.E I I I
C0034NTS, SPECIAL FU DS
AND APPL I CAT I ON - 1EREDF
3.01 Bonds Not to Be Indebtedness of Issuer. The Bonds shall not be
nor constitute general obligations or indebtedness of the Issuer as "bonds"
within the meaning of Art. VII, §12, Fla. Const. (1968), but shall be payable
solely from and secured by a lien upon and pledge of the Pledged Funds as
provided in the Original Resolution. No owner or holder of any Bond shall ever
have the right to cmrpel the exercise of any ad valorem taxing, power to pay such
Bond or Operating Expenses, or be entitled to payment of such Bond from any
money of the Issuer except from the Pledged Funds in the manner provided herein
and in the Original Resolution.
3.02 Application of Provisions of the Original Resolution. The Bonds
shall for all purposes be considered to be additional parity obligations issued
under the authority of the Original Resolution, and shall be entitled to all the
protection and security provided therein for the Parity Obligations, and shall
be in all respects entitled to the same security, rights and privileges enjoyed
by the Parity Obligations.
The covenants and pledges contained in the Original Resolution shall
be applicable to the Bonds in like manner as applicable to the Parity
Obligations.
The Resarve Account established in the Original Resolution shall be
applicable pro rata to the Bonds in the same manner as applicable to the Parity
Obligations, and payments shall be made therein as required by the Original
Resolution.
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3.03 Application of Bond Proceeds. The Issuer hereby agrees to
create and establish with a depository in the State of Florida, which is a
member of the Federal Deposit Insurance Corporation, and which is eligible under
the laws of the State of Florida to receive county funds, a special fund to be
known as the "Construction Fund", into which shall be deposited the proceeds
from the sale of the Bonds (except such portion thereof as shall be necessary to
pay interest on the Bonds during the acquisition and construction of the
Project, which shall be deposited in the Sinking Fund), grant funds and the
additional funds, if any, required to assure payment in full of the Cost of the
Project. Withdrawals from the Construction Fund shall be made only for such
purposes as shall have been previously specified in the Project Cost estimates
and as shall be approved by the Issuer's consulting engineers for the Project.
There is hereby created within the Construction Fund a special account
known as the "Notes Payment Account". If bond anticipation notes are issued by
the Issuer to provide interim financing for all or part of the Cost of the
Project, and as long as such notes are outstanding and unpaid or until adequate
provision has been made for payment of the same, disposition of money and the
earnings from any investment thereof on deposit in the Construction Find and
Notes Payment Account may be controlled by the provisions of any resolution or
resolutions authorizing the issuance of such notes and any escrow deposit
agreement or similar instrument executed between the Issuer and the paying anent
for such notes for the protection of the holders of such notes.
The Issuer's share of any liquidated damages or other money paid by
defaulting contractors or their sureties, and all proceeds of insurance
compensating for damages to the Project during the period of acquisition and
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construction, shall be deposited in the Construction Fuxi to assure completion
of the Project.
Money in the Construction Fund shall be secured by the depository bank
in accordance with United States Treasury Department Circular '176 and in the
manner prescribed by the laws of the State of Florida relating to the securing
of public funds. When the money on deposit in the Construction Fund exceeds the
estimated disbursements on account of the Project for the next 90 days, the
Issuer may direct the depository bank to invest such excess funds in direct
obligations of, or obligations the principal of and interest on which are
guaranteed by, the W ited States of Mierica, which shall be subject to
redemption at any time at face value pursuant to the request of the holder
thereof. The earnings from any such investment shall be deposited in the
Construction Fund.
Men the construction of the Project has been completed and all
construction costs have been paid in full, all funds rermining in the
Construction Fund, except grant funds, shall be deposited in the Sinking Fund,
and the Construction Fund shall be closed.
All money deposited in the Construction Furxl shall be and constitute a
trust fund created for the purposes stated, and there is hereby created a lien
upon such fund in favor of the holders of the Bonds, except as otherwise
provided herein, until the money thereof shall have been applied in accordance
with this Instrumrent.
AD
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ART• I CLE IV
MISCELLANEOUS PENSIONS
4.01 Modification or Amerxtment. No material modification or
amendment of this Instrument may be made without the consent in writing of the
holders of two-thirds or more in principal amount of the Bonds then outstanding;
provided, however, that no modification or amendment shall permit a change in
the maturity of such Bonds or a reduction in the rate of interest thereon, or in
the amount of the principal obligation, or affect the unconditional promise of
the Issuer to charge and collect such rates, fees, rentals and charges for the
use of the product, services and facilities of the System arxi apply the same as
herein provided, or reduce the number of such Bonds the written consent of the
holders of which are required by this Section for such modification or
amendment, without the consent of the holders of all such Bonds.
4.02 Creation of Superior Liens. The Issuer covenants that it will
not issue any other Bonds, certificates or obligations of any kind or nature or
create or cause or permit to be created any debt, lien, pledge, assignment or
encumbrance or charge payable from or enjoying a lien upon any of the Pledged
Funds ranking prior and superior to the lien created by this Instrument for the
benefit of the holders of the Bonds,
4.03 Arbitrage. The Issuer covenants with purchasers of the issue
that is comprised of the Bonds that the Issuer will make no use of the proceeds
of such issue that, if such use had been reasonably expected on the date of
issuance of such issue, would have caused such issue to be arbitrage bonds, and
the Issuer also covenants to comply with the requirements of Section 103(c) of
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the Internal Revenue Code of 1954, as amended, and with Sections 1.103-13,
1.103-14 and 1.103-15 of the applicable regulations heretofore published in the
Federal Register or with such other regulations inplementinq said
Section 103(c), if and to the extent applicable, throughout the term of such
issue.
The Issuer further covenants with the purchasers of the issue that is
comprised of the Bonds that it will comply with the provisions of H.R. 3838,
99th Congress, 1st Sess. (1985), as passed by the United States House of
Representatives on Decenber 17, 1985, to the extent required to maintain Federal
income tax exemption of the interest on the Bonds, giving effect to a joint
statement issued on March 14, 1986, by ranking Republican and Democratic merrbers
of the House Ways and Means Corrmi ttee and the Senate Finance Corrmi ttee and the
Secretary of the Treasury with respect to the effective dates of certain
provisions of such Bill affecting state and local government bonds. This
covenant shall be of no further force or effect as to any or all of the
provisions of such Bill, as applicable and appropriate, at such time as the
Issuer receives an opinion of nationally recognized counsel to the effect that
continuing compliance by the Issuer with such provision or provisions is not
required to maintain Federal income tax exemption with respect to interest on
the Bonds.
4.04 Defeasance. I f, at any t ime, the Issuer shat I have paid, or
shall have made provision for payment of, the principal, interest and redemption
premiums, if any, with respect to the Bonds, then, and in that event, the pledge
of and Iien on the Pledged Funds in favor of the holders of the Bonds shall be
no longer in effect. For purposes of the preceding sentence, deposit by the
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~ 'Issuer of direct obligations of, or obligations the principal of and interest on
which are guaranteed by, the United States of America, none of which shall be
redeemable prior to maturity at the option of the obligor (collectively, the
"Federal Securities"), or bank certificates of deposit fully secured as to
principal and interest by Federal Securities (or deposit of any other securities
or investments which may be authorized by law from time to time and sufficient
under such law to effect such a defeasance) in irrevocable trust with a banking
institution or trust company, for the sole benefit of the holders of the Bonds,
in an aggregate principal amount which, together with interest to accrue
thereon, will be sufficient to make timely payment of the principal of and
redemption premiums, if any, and interest on the Bonds in accordance with their
terms, the paying agents' fees and expenses with respect thereto and any other
expenses occasioned by escrow arrangements or provision for redemption, shall be
considered "provision for payment". Nothing herein shall be deemed to require
the Issuer to call any of the outstanding Bonds for redemption prior to maturity
pursuant to any applicable optional redemption provisions, or to impair the
discretion of the Issuer in determining whether to exercise any such option for
early redemption, except that if any of the Bonds shall be held by the
Goverment, the Corals so he Id by the Government sha I 1 be ca I I ed for redempt 1 on
as a whole within a period not exceeding 6 months from the date of such deposit
unless the Goverrment shall agree otherwise in writing. Notwithstanding the
above, any Bonds held by the Government shall he defeased only with the prior
written approval of the Government.
4.05 Bond Anticipation Notes Conteal-lated. In accordance with
requirements of the Goverrment, the Issuer anticipates that it will be required
to incur interim indebtedness with respect to the Project amyl anticipates that
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bond anticipation notes will be issued in accordance with the provisions of
Section 215.431, Fla. Stat. (1985), and other applicable provisions of law.
4.06 Severability of Invalid Provisions. If any one or more of the
covenants, agreements or provisions of this Instrument or of the Bonds 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 of this Instrument and of the
Bonds.
4.07 Validation Authorized. The Issuer's Attorney is hereby
authorized and directed to institute appropriate proceedings in the Circuit
Court for Indian River County, Florida, for the validation of the Bonds.
4.08 Conflicts Repealed. All resolutions or parts of resolutions in
conflict herewith are hereby repealed.
4.09 Effective Date. This Instrument shall take effect irmediately
upon its passage.
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The foregoing resolution was offered by
Commissioner Bird who moved its adoption. The motion was
seconded by Commissioner Bowman and, upon being put to a
vote, the vote was as follows:
Chairman Don C. Scurlock, Jr. Aye
Vice Chairman Patrick B. Lyons Aye
Commissioner Richard N. Bird Aye
Commissioner William C. Wodtke, Jr. Aye
Commissioner Margaret C. Bowman Aye
The Chairman thereupon declared Resolution No.
86-35 duly passed and adopted this 18th day of June, 1986.
BOARD OF COUNTY COMMISSIONERS
OF INDIAN RIVER COUNTY, FLORIDA
By: / _ G _ _
Don . vC' 10Ck, r.
Chairman
Attest:_ _ �4
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c�a. right, Isrk
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY
By:
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�harles D
County Attorney