HomeMy WebLinkAbout07-106
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EDWIN M. FRY. Jr., CLERK OF THE CIRCUIT COURT
SAINT LUCIE COUNTY
FILE # 303898204/1012007 at 02:26 PM
OR BOOK 2796 PAGE 1816 - 1849 Doc Type: RESO
RECORDING: $290.50
RESOLUTION NO. 07-106
A RESOLUTION OF ST. LUCIE COUNTY, FLORIDA AUTHORIZING THE
ISSUANCE FROM TIME TO TIME OF TRANSPORTATION REVENUE
BONDS BY ST. LUCIE COUNTY, FLORIDA FOR THE PURPOSE OF
FINANCING THE ACQUISITION, CONSTRUCTION AND
RECONSTRUCTION OF ROADS, BRIDGES AND OTHER
TRANSPORTATION IMPROVEMENTS; PLEDGING GAS TAX REVENUES
TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH
BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE
BENEFIT OF THE HOLDERS OF SUCH BONDS; AUTHORIZING CERTAIN
OFFICIALS AND EMPLOYEES OF THE COUNTY TO TAKE ALL ACTIONS
REQUIRED IN CONNECTION WITH THE SALE, ISSUANCE AND DELIVERY
OF SUCH BONDS; PROVIDING CERTAIN OTHER MATTERS IN
CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE.
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TABLE OF CONTENTS
Page No.
ARTICLE I GENERAL ................................................................................................................................................................1
Section 1.01 Definitions. ..................... ......................................................................................... .................................. 1
Section 1.02 Au thori ty for Resol uti on . ........................................................................................................................ 7
Section 1.03 Resolution to Constitute Contract. .........................................................................................................7
Section 1 .04 Findings. ............................................................................................................................... ..................... 7
ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS .......................................8
Section 2.01 Au thorization of Bonds. .......................................................................................................................... 8
Section 2.02 Execution of Bonds............................ ....................................................................................................... 9
Section 2.03 Au thentication. ............................. ............................................................................................................ 9
Section 2.04 Redem ption. .......................... .................................................................................................................... 9
Section 2.05 Temporary Bonds......... .......................................................................................................................... 11
Section 2.06 Bonds Mutilated, Destroyed, Stolen or Lost....................................................................................... 12
Section 2 .07 Transfer. .................................................................................................................................... ............... 12
Section 2.08 Coupon Bonds; Capital Appreciation Bonds; Variable Rate Bonds................................................ 13
Section 2.09 Form of Bonds... ........................................... ....................................... ................................ .................... 14
ARTICLE III SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF ...............................................................14
Section 3.01 Bonds not to be Indebtedness of County. ...........................................................................................14
Section 3.02 Security for Bonds. .................................................................................................................................14
Section 3.03 Funds and Accounts and application of Pledged Funds. .................................................................14
Section 3.04 In vestments. ..................................................................................................................................... ....... 18
Section 3.05 Separate Accounts. ................................................................................................................................. 19
ARTICLE IV APPLICATION OF BOND PROCEEDS .........................................................................................................19
Section 4.01 Application of Bond Proceeds. .............................................................................................................19
Section 4.02 Construction Fund. ........................................................................................................... ..................... 19
ARTICLE V SUBORDINATED INDEBTEDNESS, ADDITIONAL BONDS, AND COVENANTS OF COUNTY ......20
Section 5.01 Subordina ted Indebtedness. ........................................................................................ ......................... 20
Section 5.02 Issuance of Additional Bonds. ..............................................................................................................20
Section 5.03 Bond Antici pation Notes........................................................................................ ............................... 21
Section 5.04 Books and Records. ................................................................................................................................ 21
Section 5.05 Ann u aI A ud it....... ................................................................................................................................... 21
Section 5.06 No Impa irment. ................................................................................................................................... ... 22
Section 5.07 Collection of Gas Tax Revenues. .......................................................................................................... 22
Section 5.08 Federal Income Tax Covenants; Taxabte Bonds................................................................................. 22
ARTICLE VI DEF AUL TS AND REMEDIES .......................................................................................................................... 23
Section 6.01 Events of Defautt. ...... ......................................... ............................................. ....................................... 23
Section 6.02 Remed ies ............. ......................................... ................................................. ........................................ 23
Section 6.03 Directions to Trustee as to Remedial Proceedings............................................................................. 24
Section 6.04 Remedies Cumu lati ve.................................................................................. .......................................... 24
Secti on 6.05 Waiver of Defau It................................................................................................................................ ... 24
Section 6.06 Application of Moneys After Default. ................................................................................................. 24
ARTICLE VII SUPPLEMENTAL RESOLUTIONS ......................................... ............................................................... ........ 25
Section 7.01 Supplemental Resolutions without Bondholders' Consent. ............................................................. 25
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Section 7.02
Section 7.03
Supplemental Resolutions with Bondholders' Consent. ................................................................... 26
Supplemental Resotutions with Insurer's Consent in lieu of Bondholders' Consent. ..................27
ARTICLE VIII MISCELLANEOUS .........................................................................................................................................28
Secti on 8.01 Defeasance. .................................................................................................................................... .......... 28
Section 8.02 Sale of Bonds. .................................. ............................................................................ ............................ 29
Secti on 8.03 Prelim inary Official Statement. ........................................................................ .................................... 29
Section 8.04 Capi tal Appreciation Bonds........................................................................ .......................................... 30
Section 8.05 General Au thori ty. ................................................................................................................................. 30
Section 8.06 No Third Party Beneficiaries......................................................................................................··········· 30
Section 8.07 No Persona I Liability. ............................................................................................................................ 30
Section 8.08 Severability of Invalid Provisions. ....................................................................................................... 30
Section 8.09 Repeal of Inconsistent Resolutions. ..................................................................................................... 30
Section 8.10 Effective Date. ....................................................................................... .................................................. 31
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NOW THEREFORE BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA:
ARTICLE I
GENERAL
SECTION 1.01 DEFINITIONS. When used in this Resolution, the following terms
shall have the following meanings, unless the context clearly otherwise requires:
"Act" means, collectively, Chapter 125, Florida Statutes, Sections 206.60, 336.021 and
336.025, Florida Statutes; the Gas Tax Ordinances; the lnterlocal Agreement; and other
applicable provisions of law.
"Additional Bonds" shall mean the obligations issued at any time under the provisions
of Section 5.02 hereof on a parity with the Series 2007 Bonds.
"Amortization Installment" shall mean an amount designated as such by Supplemental
Resolution of the County and established with respect to any Term Bonds.
"Annual Debt Service" shall mean, with respect to any Fiscal Year, the aggregate
amount of (1) all interest required to be paid on the Outstanding Bonds during such Fiscal Year,
except to the extent that such interest is to be paid from deposits in the Debt Service Fund made
from Bond proceeds, (2) all principal of Outstanding Serial Bonds maturing in such Fiscal Year,
and (3) all Amortization Installments herein designated with respect to such Fiscal Year.
The interest due on Variable Rate Bonds shall be calculated assuming a fixed rate per
annum equal to either (i) if interest on such Variable Rate Bonds is excludable from gross
income under the applicable provisions of the Code, the most recently published Bond Buyer
"25 Bond Revenue Index" (or comparable index if no longer published) plus fifty (50) basis
points, or (ii) if interest is not so excludable, the yield to maturity on direct US Treasury
Obligations with comparable maturities plus fifty (50) basis points.
"Board" means the Board of County Commissioners of the County, acting as the
governing body.
"Bond Amortization Account" shall mean the separate account in the Debt Service Fund
established pursuant to Section 3.03 hereof.
"Bond Counsel" shall mean Bryant Miller Olive P.A., or any attorney at law or firm of
attorneys, of nationally recognized standing in matters pertaining to the exclusion from gross
income for federal income tax purposes of interest on obligations issued by states and political
subdivisions, and duly admitted to practice law before the highest court of any state of the
United States of America.
"Bondholder" or "Holder" or "holder" or any similar term, when used with reference to
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a Bond or Bonds, shall mean any person who shall be the registered owner of any Outstanding
Bond or Bonds as provided in the registration books of the County.
"Bonds" shall mean the Series 2007 Bonds, together with any Additional Bonds issued
pursuant to this Resolution.
"Capital Appreciation Bonds" shall mean the aggregate principal amount of the Bonds
that bear interest payable solely at maturity or upon redemption prior to maturity in the
amounts determined by reference to the Compounded Amounts, all as shall be determined by
Supplemental Resolution of the County. In the case of Capital Appreciation Bonds that are
convertible to Bonds with interest payable prior to maturity or redemption of such Bonds, such
Bonds shall be considered Capital Appreciation Bonds only during the period of time prior to
such conversion.
"Chairman" shall mean the Chairman or Vice Chairman of the Board of the County, and
such other person as may be duly authorized to act on his or her behalf.
"Clerk" shall mean the Clerk of the Circuit Court, ex-officio Clerk of the Board, any
Deputy Clerk, or such other person as may be duly authorized to act on his or her behalf.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations
and rules thereunder in effect or proposed.
"Compounded Amounts" shall mean, as of any date of computation with respect to any
Capital Appreciation Bond, an amount equal to the principal amount of such Capital
Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such
Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the
interest date next preceding the date of computation or the date of computation if an interest
date, such interest to accrue at the applicable rate which shall not exceed the legal rate,
compounded semiannually, plus, with respect to matters related to the payment upon
redemption of the Capital Appreciation Bonds, if such date of computation shall not be an
interest date, a portion of the difference between the Compounded Amount as of the
immediately preceding interest date and the Compounded Amount as of the immediately
succeeding interest date, calculated based on the assumption that Compounded Amount
accrues during any semi-annual period in equal daily amounts on the basis of a 360-day year of
twelve 30-day months.
"Constitutional Gas Tax" means the two-cent fuel tax imposed pursuant to Article XII,
Section 9(c), Florida Constitution and Sections 206.41 and 206.47, Florida Statutes.
"Construction Fund" shall mean the fund established pursuant to Section 3.03 hereof.
"Cost" when used in connection with a Project, shall mean (1) the County's cost of
physical construction; (2) costs of acquisition by or for the County of such Project; (3) costs of
land and interests therein and the costs of the County incidental to such acquisition; (4) the cost
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of any indemnity and surety bonds and premiums for insurance during construction; (5) all
interest due to be paid on the Bonds and other obligations relating to the Project during, and if
deemed advisable by the County for up to one year after the end of, the construction period of
such Project and for a reasonable period thereafter; (6) engineering, legal and other consultant
fees and expenses; (7) costs and expenses incidental to the issuance of the Bonds for up to one
year, including the fees and expenses of any attorneys, financial advisors, auditors, Paying
Agent, Registrar or Depository; (8) payments, when due (whether at the maturity of principal or
the due date of interest or upon redemption) on any indebtedness of the County (other than the
Bonds) incurred for such Project; (9) costs of machinery or equipment required by the County
for the commencement of operation of such Project; or (10) any other costs properly attributable
to such construction or acquisition, as determined by generally accepted accounting principles
and shall include reimbursement to the County for any such items of Cost heretofore paid by
the County. Any Supplemental Resolution may provide for additional items to be included in
the aforesaid Costs.
"County" means SI. Lucie County, Florida, a political subdivision of the State.
"County Administrator" means the chief administrative officer of the County, or his or
her designee, and when used in reference to any act or document also shall mean any other
person authorized by resolution of the County to perform such act or sign such document.
"County Attorney" shall mean the County Attorney or assistant County Attorney of the
County.
"Debt Service Fund" shall mean the fund established pursuant to Section 3.03 hereof.
"Depository" shall mean any bank or trust company duly authorized to exercise
corporate trust powers and subject to examination by federal or state authority, of good
standing, and having a combined capital, surplus and undivided profits aggregating not less
than Fifty Million Dollars ($50,000,000).
"Director" means the County's Office of Management and Budget Director or his or her
designee.
"Federal Securities" shall mean (1) cash, (2) non-callable direct obligations of the United
States of America ("Treasuries"), (3) evidences of ownership of proportionate interests in future
interest and principal payments on Treasuries held by a bank or trust company as custodian,
under which the owner of the investment is the real party in interest and has the right to
proceed directly and individually against the obligor and the underlying Treasuries are not
available to any person claiming through the custodian or to whom the custodian may be
obligated, (4) subject to the prior written consent of the relevant Insurer, pre-refunded
municipal obligations rated "AAA" and "Aaa" by S&P and Moody's, respectively, or (5) subject
to the prior written consent of the relevant Insurer, securities eligible for "AAA" defeasance
under then existing criteria of S&P or any combination thereof, shall be used to effect
defeasance of the Bonds unless the relevant Insurer otherwise approves.
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"Fiscal Year" shall mean the period commencing on October 1 of each year and
continuing through the next succeeding September 30, or such other period as may be
prescribed by law.
"Five Cents Local Option Gas Tax" means the first 5-cents of the local option gas tax
levied and received by the County pursuant to Section 336.025(I)(b), Florida Statutes,
Ordinance No. 97-15 duly enacted by the Board on June 17, 1997, Ordinance No. 99-21 duly
enacted by the Board on June 15, 1999, and Ordinance No. 01-05 duly enacted by the Board on
May 1, 2001, together with any extensions or renewals thereof.
"Gas Taxes" means, collectively, the Seventh Cent Gas Tax, the Ninth Cent Gas Tax, the
Five Cents Local Option Gas Tax, the Six Cents Local Option Gas Tax, the Constitutional Gas
Tax, and any other gas tax imposed and/or received by the County which is specifically pledged
hereunder or pursuant to a Supplemental Resolution.
"Gas Tax Ordinances" means the ordinances enacted from time to time by the Board
which impose the Gas Taxes, including Ordinance No. 85-07 duly enacted by the Board on July
9,1985, Ordinance No. 87-16 duly enacted by the Board on May 12, 1987, Ordinance No. 95-25
duly enacted by the Board on June 20,1995, Ordinance No. 97-15 duly enacted by the Board on
June 17, 1997, Ordinance No. 99-21 duly enacted by the Board on June 15, 1999, Ordinance No.
01-05 duly enacted by the Board on May 1, 2001, each as amended and supplemented from time
to time, and any other ordinance enacted by the Board imposing any other gas tax, which is
specifically pledged pursuant to a Supplemental Resolution.
"Gas Tax Revenues" means the proceeds of the Gas Taxes when received by the County
and deposited into the Revenue Fund.
"Insurance Policy" shall mean a policy of bond insurance, letter of credit, guarantee, or
other similar form of credit enhancement issued by an Insurer and insuring or guaranteeing the
payment when due of all or any portion of the principal of and interest on any Series of Bonds.
"Insurer" shall mean the issuer of an Insurance Policy or any successor corporation that
assumes the obligations of any such issuer. All references in this Resolution to the Insurer shall
be of no force and effect at such time as there are no Bonds Outstanding with respect to which
any Insurer has issued an Insurance Policy.
"Interest Date" shall be as determined by Supplemental Resolution.
"Interlocal Agreement" means, collectively, the Amended and Restated Interlocal
Agreement, relating to the Six Cents Local Option Gas Tax and the Five Cents Local Option Gas
Tax, by and among the County, the City of Fort Pierce, the City of Port St. Lucie, and the Town
of St. Lucie Village, effective July 1, 2002, as the same may be amended, supplemented,
extended or renewed from time to time; and any other interlocal agreement between the County
and a municipality located in the County relating to distribution of any of the Gas Taxes.
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"Maximum Annual Debt Service" shall mean the largest amount of Annual Debt
Service for any Fiscal Year in which Bonds shall be Outstanding, excluding all Fiscal Years
which shall have ended prior to the Fiscal Year in which Maximum Annual Debt Service shall
be computed.
"Maximum Interest Rate" shall mean, with respect to any particular Variable Rate
Bonds, the maximum rate of interest such Bonds may at any time bear in the future in
accordance with the terms of the Supplemental Resolution of the County delineating the details
of such Bonds.
"Ninth Cent Gas Tax" means the tax of one-cent per gallon on motor fuel and special
fuel imposed by the County pursuant to Section 336.021, Florida Statutes, approved pursuant to
Ordinance No. 95-25, enacted by the Board on June 20, 1995, and taxed and collected under
Chapter 206, Florida Statutes, together with any extensions or renewals thereof.
"Outstanding" when used with reference to Bonds and as of any particular date, shall
describe all Bonds theretofore authenticated and delivered except, (1) any Bond in lieu of which
another Bond or other Bonds have been issued under an agreement to replace lost, mutilated or
destroyed Bonds, (2) any Bond surrendered by the Holder thereof in exchange for another Bond
or other Bonds under Sections 2.06 and 2.08 hereof, and (3) Bonds canceled after purchase in the
open market or because of payment at or redemption prior to maturity.
"Paying Agent" shall mean any paying agent for Bonds appointed by or pursuant to a
Supplemental Resolution and its successors or assigns, and any other Person which may at any
time be substituted in its place pursuant to this Resolution.
"Permitted Investments" shall mean any inveshnents authorized pursuant to the laws of
the State and, to the extent applicable thereto, the inveshnent policy of the County or other
inveshnents as approved by the Insurer.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company, a trust, any unincorporated organization or governmental entity.
"Pledged Funds" shall mean the Gas Tax Revenues and until applied in accordance with
the provisions of this Resolution, all moneys, including investments thereof, in the funds and
accounts established hereunder, other than any subaccount of the Reserve Account which is
pledged solely for the payment of a particular Series of Bonds for which it was established in
accordance with the provisions of the Resolution.
"Project" shall mean any transportation expenditure, as such term is defined in Section
336.025(7), Florida Statutes, as amended, and subject to the approval of the County Attorney
and Bond Counsel, projects authorized under Sections 206.47 or 206.60, Florida Statutes, as
amended, in each case, designated and approved by the Board pursuant to Supplemental
Resolution.
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"Redemption Price" shall mean, with respect to any Bond or portion thereof, the
principal amount or portion thereof, plus the applicable premium, if any, payable upon
redemption thereof pursuant to such Bond or this Resolution.
"Registrar" shall mean any registrar for the Bonds appointed by or pursuant to a
Supplemental Resolution and its successors and assigns, and any other Person which may at
any time be substituted in its place pursuant to Supplemental Resolution.
"Reserve Account" shall mean the separate account in the Debt Service Fund established
pursuant to Section 3.03 hereof.
"Reserve Account Requirement" shall mean, as of any date of calculation, an amount
equal to the lesser of (1) Maximum Annual Debt Service for all Outstanding Bonds, (2) 125% of
the average annual debt service for all Outstanding Bonds, or the maximum amount allowed to
be funded from proceeds of tax-exempt obligations and invested at an unrestricted yield
pursuant to the Code; provided, however, the County may establish by Supplemental
Resolution a different Reserve Account Requirement for a subaccount of the Reserve Account
which secures a Series of Bonds pursuant to Section 3.03(c)(6) hereof.
"Resolution" shall mean this Resolution, as the same may from time to time be
amended, modified or supplemented by a Supplemental Resolution.
"Revenue Fund" shall mean the fund established pursuant to Section 3.03 hereof.
"Serial Bonds" shall mean all of the Bonds other than the Capital Appreciation Bonds,
Term Bonds and Variable Rate Bonds.
"Series" shall mean all the Bonds delivered on original issuance in a simultaneous
transaction and identified pursuant to Sections 2.01 and 2.02 hereof or a Supplemental
Resolution authorizing the issuance by the County of such Bonds as a separate Series,
regardless of variations in maturity, interest rate, Amortization Installments or other provisions.
"Seventh Cent Gas Tax" means the tax of one cent per gallon on motor fuel levied by
Section 206.60, Florida Statutes, and special fuel levied by Section 206.87, Florida Statutes, and
allocated to the County pursuant to the provisions of subsection (l)(b) of said Section 206.60
and subsection (2) of Section 206.875, Florida Statutes.
"Six Cents Local Option Gas Tax" shall mean the first 6-cents of the local option gas tax
levied and received by the County pursuant to Section 336.025(l)(a), Florida Statutes, Ordinance
No. 85-07 duly enacted by the Board on July 9,1985, and Ordinance No. 87-16 duly enacted by
the Board on May 12, 1987, together with any extensions or renewals thereof.
"State" shall mean the State of Florida.
"Subordinated Indebtedness" shall mean that indebtedness of the County, subordinate
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and junior to the Bonds, issued in accordance with the provisions of Section 5.01 hereof.
"Supplemental Resolution" shall mean any Resolution of the County amending or
supplementing this Resolution adopted and becoming effective in accordance with the terms of
Article VII hereof.
"Taxable Bond" shall mean any Bond which states, in the body thereof, that the interest
income thereon is includable in the gross income of the Holder thereof for federal income tax
purposes or that such interest is subject to federal income taxation.
"Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby
or by Supplemental Resolution of the County and which are subject to mandatory redemption
by Amortization Installments.
"Variable Rate Bonds" shall mean Bonds issued with a variable, adjustable, convertible
or other similar rate which is not fixed in percentage for the entire term thereof at the date of
issue.
The terms "herein," "hereunder," "hereby," "hereto," "hereof" and any similar terms, shall
refer to this Resolution; the term heretofore shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution.
Words importing the masculine gender include every other gender. Words importing
the singular number include the plural number, and vice versa.
SECTION 1.02 AUTHORITY FOR RESOLUTION. This Resolution is adopted
pursuant to the provisions of the Act.
SECTION 1.03 RESOLUTION TO CONSTITUTE CONTRACT. In consideration of
the purchase and acceptance of any or all of the Bonds by those who shall hold the same from
time to time, the provisions of this Resolution shall constitute a contract between the County
and the Holders from time to time of the Bonds and of any, and for any Insurer, as their
interests may appear. The pledge made in this Resolution and the provisions, covenants and
agreements herein set forth to be performed by or on behalf of the County shall be for the equal
benefit, protection and security of the Holders of any and all of said Bonds and the Insurers as
their interests may appear. All of the Bonds, regardless of the time or times of their issuance or
maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds
over any other thereof except as expressly provided in or pursuant to this Resolution or any
Supplemental Resolution.
SECTION 1.04 FINDINGS. It is hereby ascertained, determined and declared:
(A) That the County deems it necessary, desirable and in the best interests of the
health, safety and welfare of the County and its residents that the County, from time to time
undertake the acquisition, construction and reconstruction of roads and bridges and other
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transportation improvements within the County including particularly the Project.
(B) That the County finance such acquisition, construction and reconstruction
through the issuance from time to time of Bonds hereunder of and to the extent that the County
is without adequate funds to pay the Costs thereof on a current basis.
(C) That the County currently receives the Gas Tax Revenues, and such Gas Tax
Revenues are not pledged or encumbered to pay any debts or obligations of the County. The
County is authorized pursuant to the provisions of the Act to pledge the Gas Tax Revenues to
secure the payment of the Bonds.
(D) That the issuance of the Bonds will be in the best interest of the health, safety,
and welfare of the County and its citizens.
(E) That the principal of and interest on the Bonds and all other payments provided
for in this Resolution will be payable from and secured solely by a lien upon and pledge of the
Pledged Funds; and the ad valorem taxing power of the County will never be necessary or
authorized to pay the principal of and interest on the Bonds and, except as otherwise provided
herein with respect to the Pledged Funds, the Bonds shall not constitute a lien upon a Project or
any other property of or in the County.
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION OF BONDS
SECTION 2.01 AUTHORIZATION OF BONDS. This Resolution provides for the
issuance of Bonds of the County to be designated as "51. Lucie County, Florida, Transportation
Revenue Bonds" which may be issued in one or more Series as hereinafter provided. The
aggregate principal amount of the Bonds which may be executed and delivered under this
Resolution is not limited except as is or may hereafter be provided by a Supplemental
Resolution or as limited by the Act or by law.
The Bonds may, if and when authorized by the County pursuant to this Resolution, be
issued in one or more Series, with such further appropriate particular designations added to or
incorporated in such title for the Bonds of any particular Series as the County may determine
and as may be necessary to distinguish such Bonds from the Bonds of any other Series. Each
Bond shall bear upon its face the designation so determined for the Series to which it belongs.
The Bonds shall be issued for such purpose or purposes; shall bear interest at such rate
or rates not exceeding the maximum rate permitted by law; and shall be payable in lawful
money of the United States of America on such dates; all as determined by Supplemental
Resolution of the County.
The Bonds shall be issued in denominations of $5,000 or integral multiples thereof, or
such other authorized denominations as shall be provided by Supplemental Resolution, in such
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form, whether coupon or registered; shall be dated such date; shall bear such numbers; shall be
payable at such place or places; shall contain such redemption provisions; shall have such
Paying Agents and Registrars; shall mature in such years and amounts; shall provide that the
proceeds thereof be used in such manner; may be Capital Appreciation Bonds, Serial Bonds,
Term Bonds or Variable Rate Bonds; all as determined by Supplemental Resolution of the
County.
SECTION 2.02 EXECUTION OF BONDS. The Bonds shall be executed in the name
of the County with the manual or facsimile signature of the Chairman and the official seal of the
County shall be imprinted thereon, attested with the manual or facsimile signature of the Clerk
and approved as to form and correctness by the County Attorney. In case anyone 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 County 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
County by such person who at the actual time of the execution of such Bond shall hold the
proper office of the County, although, at the date of such Bond, such person may not have held
such office or may not have been so authorized. The County 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 Resolution, notwithstanding that either or both shall
have ceased to hold such office at the time the Bonds shall be actually sold and delivered.
SECTION 2.03 AUTHENTICATION. No Bond of any Series shall be secured
hereunder or be entitled to the benefit hereof or shall be valid or obligatory for any purpose
unless there shaH be manually endorsed on such Bond a certificate of authentication by the
Registrar or such other entity as may be approved by the County for such purpose. Such
certificate on any Bond shall be conclusive evidence that such Bond has been duly authenticated
and delivered under this Resolution. The form of such certificate shall be substantiaHy in the
form provided by Supplemental Resolution.
SECTION 2.04 REDEMPTION. The terms of this Section 2.04 shall apply to
redemption of Bonds other than Variable Rate Bonds. The terms and provisions relating to
redemption of Variable Rate Bonds shall be provided by Supplemental Resolution.
(A) Selection of Bonds to be Redeemed. The Bonds shall be redeemed only in the
principal amount of $5,000 each and integral multiples thereof. The County shall, at least sixty
days prior to the redemption date (unless a shorter time period shall be satisfactory to the
Registrar) notify the Registrar of such redemption date and of the principal amount of Bonds to
be redeemed. For purposes of any redemption of less than all of the Outstanding Bonds of a
single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected not
more than forty-five days prior to the redemption date by the Registrar from the Outstanding
Bonds of the maturity or maturities designated by the County by such method as the Registrar
shall deem fair and appropriate and which may provide for the selection for redemption of
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Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the
Registrar shall promptly notify the County and Paying Agent (if the Registrar is not the Paying
Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption
and, in the case of any Bond selected for partial redemption, the principal amount thereof to be
redeemed.
(B) Notice of Redemption. Unless waived by any Holder of Bonds to be redeemed,
notice of any redemption made pursuant to this section shall be given by the Registrar on behalf
of the County by mailing a copy of an official redemption notice by registered or certified mail
at least thirty days and not more than sixty days prior to the date fixed for redemption to each
Holder of Bonds to be redeemed at the address of such Holder shown on the registration books
maintained by the Registrar or at such other address as shall be furnished in writing by such
Holder to the Registrar; provided, however, that no defect in any notice given pursuant to this
Section to any Holder of Bonds to be redeemed nor failure to give such notice shall in any
manner defeat the effectiveness of a call for redemption as to all other Holders of Bonds to be
redeemed.
Any notice of optional redemption given pursuant to this Section may state that it is
conditional upon receipt by the Paying Agent of moneys sufficient to pay the redemption price,
plus interest accrued to the redemption date, or upon the satisfaction of any other condition, or
that it may be rescinded upon the occurrence of any other event, and any conditional notice so
given may be rescinded at any time before payment of such redemption price and accrued
interest if any such condition so specified is not satisfied or if any such other event occurs.
Notice of such rescission shall be given by the Paying Agent to affected Holders of Bonds as
promptly as practicable upon the failure of such condition or the occurrence of such other event.
Every officiaI notice of redemption shall be dated and shall state:
1. the redemption date,
2. the Redemption Price,
3. if less than all Outstanding Bonds are to be redeemed, the number (and,
in the case of a partial redemption of any Bond, the principal amount) of each Bond to be
redeemed,
4. that, on the redemption date, the Redemption Price will become due and
payable upon each such Bond or portion thereof called for redemption, and that interest
thereon shall cease to accrue from and after said date, and
5.
surrendered
Registrar.
that such Bonds to be redeemed, whether as a whole or in part, are to be
for payment of the Redemption Price at the designated office of the
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Prior to any redemption date, the County shall deposit with the Registrar an amount of
money sufficient to pay the Redemption Price of all the Bonds or portions of Bonds which are to
be redeemed on that date.
Official notice of redemption having been given as aforesaid and any condition to such
redemption having been satisfied, the Bonds or portions of Bonds to be redeemed shall, on the
redemption date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the County shall default in the payment of the Redemption Price)
such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for
redemption in accordance with said notice, such Bonds shall be paid by the Registrar at the
Redemption Price. Installments of interest due on or prior to the redemption date shall be
payable as herein provided for payment of interest. Upon surrender for any partial redemption
of any Bond, there shall be prepared for the Holder a new Bond or Bonds of the same maturity
in the amount of the unpaid principal of such partially redeemed Bond. All Bonds which have
been redeemed shall be canceled and destroyed by the Registrar and shall not be reissued.
(C) Redemption of Portions of Bonds. Any Bond which is to be redeemed only in
part shall be surrendered at any place of payment specified in the notice of redemption (with
due endorsement by, or written instrument of transfer in form satisfactory to, the Registrar duly
executed by, the Holder thereof or such Holder's attorney duly authorized in writing) and the
County shall execute and the Registrar shall authenticate and deliver to the Holder of such
Bond, without service charge, a new Bond or Bonds, of the same interest rate and maturity, and
of any authorized denomination as requested by such Holder, in an aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bonds so
surrendered.
(D) Payment of Redeemed Bonds. Notice of redemption having been given
substantially as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the
redemption date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the County shall default in the payment of the Redemption Price)
such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for
redemption in accordance with said notice, such Bonds shall be paid by the Registrar and/or
Paying Agent at the appropriate Redemption Price, plus accrued interest. All Bonds which
have been redeemed shall be canceled by the Registrar and shall not be reissued.
SECTION 2.05 TEMPORARY BONDS. Until the definitive Bonds of any Series are
prepared, the County may execute, in the same manner as is provided in Section 2.02 hereof,
and deliver, upon authentication by the Registrar pursuant to Section 2.03 hereof, in lieu of
definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive
Bonds, except as to the denominations thereof, one or more temporary Bonds substantially of
the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in
denominations authorized by the County by Supplemental Resolution, and with such
omissions, insertions and variations as may be appropriate to temporary Bonds. The County, at
its own expense, shall prepare and execute definitive Bonds, which shall be authenticated by the
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Registrar. Upon the surrender of such temporary Bonds for exchange, the Registrar, without
charge to the Holder thereof, shall deliver in exchange therefor definitive Bonds, of the same
aggregate principal amount and Series and maturity as the temporary Bonds surrendered.
Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits
and security as definitive Bonds issued pursuant to this Resolution. All temporary Bonds
surrendered in exchange for another temporary Bond or Bonds or for a definitive Bond or
Bonds shall be forthwith canceled by the Registrar.
SECTION 2.06 BONDS MUTILATED. DESTROYED. STOLEN OR LOST. In case
any Bond shall become mutilated, or be destroyed, stolen or lost, the County may, in its
discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like tenor as
the Bond so mutilated, destroyed, stolen or lost (e.g., Serial Bonds will be exchanged for Serial
Bonds and Capital Appreciation Bonds will be exchanged for Capital Appreciation Bonds), in
exchange and substitution for such mutilated Bond upon surrender and cancellation of such
mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon
the Holder furnishing the County and the Registrar proof of such Holder's ownership thereof
and satisfactory indemnity and complying with such other reasonable regulations and
conditions as the County or the Registrar may prescribe and paying such expenses as the
County and the Registrar may incur. All Bonds so surrendered or otherwise substituted shall
be canceled by the Registrar. If any of the Bonds shall have matured or be about to mature,
instead of issuing a substitute Bond, the County may pay the same or cause the Bond to be paid,
upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without
surrender thereof.
Any such duplicate Bonds issued pursuant to this Section 2.06 shall constitute original,
additional contractual obligations on the part of the County whether or not the lost, stolen or
destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to
equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent
as all other Bonds issued hereunder.
SECTION 2.07 TRANSFER. Bonds, upon surrender thereof at the office of the
Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by
the Holder thereof or such Holder's attorney duly authorized in writing, may, at the option of
the Holder thereof, be exchanged for an equal aggregate principal amount of registered Bonds
of the same Series, maturity of any other authorized denominations and type (e.g., Serial Bonds
will be exchanged for Serial Bonds and Capital Appreciation Bonds will be exchanged for
Capital Appreciation Bonds).
The Bonds issued under this Resolution shall be and have all the qualities and incidents
of negotiable instruments under the law merchant and the Uniform Commercial Code of the
State, subject to the provisions for registration and transfer contained in this Resolution and in
the Bonds. So long as any of the Bonds shall remain Outstanding, the County shall maintain
and keep, at the office of the Registrar, books for the registration and transfer of the Bonds.
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Each Bond shall be transferable only upon the books of the County, at the office of the
Registrar, under such reasonable regulations as the County may prescribe, by the Holder
thereof in person or by such Holder's attorney duly authorized in writing upon surrender
thereof together with a written instrument of transfer satisfactory to the Registrar duly executed
and guaranteed by the Holder or such Holder's duly authorized attorney. Upon the transfer of
any such Bond, the County shan issue, and cause to be authenticated, in the name of the
transferee a new Bond or Bonds of the same aggregate principal amount and Series and
maturity as the surrendered Bond. The County, the Registrar and any Paying Agent or
fiduciary of the County may deem and treat the Person in whose name any Outstanding Bond
shall be registered upon the books of the County as the absolute owner of such Bond, whether
such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of,
the principal or Redemption Price, if applicable, and interest on such Bond and for all other
purposes, and an such payments so made to any such Holder or upon such Holder's order shall
be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the
sum or sums so paid and neither the County nor the Registrar nor any Paying Agent or other
fiduciary of the County shall be affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent in respect to any Series
of Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for such Series; (B)
following the fifteenth day next preceding the date of first mailing of notice of redemption of
any Bonds of such Series; and (C) at any other time as reasonably requested by the Paying
Agent of such Series, shall certify and furnish to such Paying Agent the names, addresses and
holdings of Bondholders and any other relevant information reflected in the registration books.
Any Paying Agent of any fully registered Bond shall effect payment of interest on such Bonds
by mailing a check or draft to the Holder entitled thereto or may, in lieu thereof, upon the
request and at the expense of such Holder, transmit such payment by bank wire transfer for the
account of such Holder.
In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the County shall execute and the Registrar shall authenticate and deliver such Bonds
in accordance with the provisions of this Resolution. Execution of Bonds pursuant to Section
2.03 hereof for purposes of exchanging, replacing or transferring Bonds may occur at the time of
the original delivery of the Series of which such Bonds are a part. All Bonds surrendered in any
such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the
County to be canceled by the Registrar. For every such exchange or transfer of Bonds, the
County or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or
other governmental charge required to be paid with respect to such exchange or transfer. The
County and the Registrar shall not be obligated to make any such exchange or transfer of Bonds
of any Series during the fifteen days next preceding an Interest Date on the Bonds of such Series
(other than Variable Rate Bonds), or, in the case of any proposed redemption of Bonds of such
Series, then during the fifteen days next preceding the date of the first mailing of notice of such
redemption and continuing until such redemption date.
SECTION 2.08 COUPON BONDS: CAPITAL APPRECIATION BONDS;
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VARIABLE RATE BONDS. The County, at its discretion, may by Supplemental Resolution
authorize the issuance of coupon Bonds, registrable as to principal only or as to both principal
and interest, Capital Appreciation Bonds or Variable Rate Bonds. Such Supplemental
Resolution shall provide for the negotiability, transfer, interchangeability, denominations and
form of such Bonds and, if applicable, coupons appertaining thereto. Coupon Bonds (other
than Taxable Bonds) shall only be issued if an opinion of Bond Counsel is received to the effect
that issuance of such coupon Bonds will not adversely affect the exclusion from gross income of
interest earned on such Bonds for federal income tax purposes.
SECTION 2.09 FORM OF BONDS. The text of each Series of the Bonds shall be as
provided by a Supplemental Resolution of the County.
ARTICLE III
SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF
SECTION 3.01 BONDS NOT TO BE INDEBTEDNESS OF COUNTY. The Bonds
shall not be or constitute general obligations or indebtedness of the County as "bonds" within
the meaning of any constitutional or statutory provision, but shall be special obligations of the
County, payable from and secured solely by a lien upon and pledge of the Pledged Funds in the
manner provided herein and, with respect to a Series, in the Supplemental Resolution therefor.
No Holder of any Bond shall ever have the right to compel the exercise of any ad valorem
taxing power to pay such Bond, or be entitled to payment of such Bond from any moneys of the
County except from the Pledged Funds in the manner provided herein. The Bonds shall not
constitute a lien upon any Project or any other property of or in the County.
SECTION 3.02 SECURITY FOR BONDS. The payment of the principal of,
Redemption Price, if applicable, and interest on the Bonds shall be secured forthwith equally
and ratably solely by a pledge of and lien upon the Pledged Funds. The County does hereby,
subject to the provisions of Section 8.01 hereby, irrevocably pledge the Pledged Funds to the
payment of the principal of or Redemption Price, if applicable, and interest on the Bonds in
accordance with the provisions hereof.
The Pledged Funds shall immediately be subject to the lien of this pledge without any
physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as
against all parties having claims of any kind in tort, contract or otherwise against the County.
SECTION 3.03 FUNDS AND ACCOUNTS AND APPLICATION OF PLEDGED
FUNDS. So long as any Bonds remain Outstanding hereunder, the County will receive, use,
apply and maintain the Pledged Funds as provided in this Section 3.03.
(A) Creation of Funds and Accounts. The County covenants and agrees to establish
with a bank or trust company in the State of Florida, which is eligible under the laws of such
State to receive funds of the County, separate funds to be known as the "S1. Lucie County,
Florida Transportation Revenue Bonds Revenue Fund" (the "Revenue Fund"), the "S1. Lucie
County, Florida Transportation Revenue Bonds Debt Service Fund" (the "Debt Service Fund")
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and the "St. Lucie County Florida Transportation Revenue Bonds Construction Fund" (the
"Construction Fund"). The County shall maintain in the Debt Service Fund a "Bond
Amortization Account" and a "Reserve Account;" provided that separate subaccounts may be
maintained (i) in the Bond Amortization Account for separate Series and maturities of Term
Bonds and (ii) in the Reserve Account for separate Series of Bonds. Moneys in the
aforementioned funds and accounts, other than any separate subaccount within the Reserve
Account pledged to secure a specific Series of Bonds, until applied in accordance with the
provisions hereof, shall be subject to a lien and charge in favor of the Holders and for the
further security of the Holders.
(B) Maintenance of Funds and Accounts. The County shall at any time and from
time to time appoint one or more Depositories to hold, for the benefit of the Bondholders, any
one or more of the funds and accounts established hereby. Such Depository or Depositories
shall perform at the direction of the County the duties of the County in depositing, transferring
and disbursing moneys to and from each of such funds and accounts as herein set forth, and all
records of such Depository in performing such duties shall be open at all reasonable times to
inspection by the County and its agents and employees.
(C) Flow of Funds. The County shall deposit the Gas Tax Revenues into the Revenue
Fund promptly upon receipt thereof. The moneys in the Revenue Fund shall be deposited or
credited in each month, commencing with the month in which delivery of the initial Series of
the Bonds shall be made to the purchaser or purchasers thereof, or such later date as hereinafter
provided, in the following manner and in the following order of priority:
1. The County shall first deposit into or credit to the Debt Service Fund such
sums as are necessary to pay one-sixth (1/6th) of the interest becoming due on the next
semi-annual interest payment date for Bonds that bear interest semi-annually, provided,
however, that no deposit shall be required to the extent that payment of such interest on
the Bonds has been provided from other moneys of the County legally available
therefor.
2. The County shall next deposit into or credit to the Debt Service Fund such
sums as are necessary to pay the interest becoming due on Bonds that bear interest
payable monthly or interest accruing in such month with respect to Bonds other than
Capital Appreciation Bonds that bear interest payable other than semiannually or
monthly; provided, however, that no deposit shall be required to the extent that
payment of such interest on the Bonds has been provided from other moneys of the
County legally available therefor. The interest due on Variable Rate Bonds shall be
calculated assuming a fixed rate per annum equal to either (i) if interest on such Variable
Rate Bonds is excludable from gross income under the applicable provisions of the
Code, the most recently published Bond Buyer "25 Bond Revenue Index" (or
comparable index if no longer published) plus fifty (50) basis points, or (ii) if interest is
not so excludable, the yield to maturity on direct U.s. Treasury Obligations with
comparable maturities plus fifty (50) basis points.
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3. The County shall next deposit into or credit to the Debt Service Fund, in
any year immediately preceding a Bond maturity date, such sums as are necessary to
pay one-twelfth (1/12"') of the principal maturing on Bonds on the next principal
maturity date, provided, however, that no deposit shall be required to the extent that
payment of the principal on the Bonds has been provided from other moneys of the
County legally available therefor.
4. The County shall next deposit into or credit to the Debt Service Fund, on
a parity with the payments provided in subparagraph 3 above, in any year immediately
before a Capital Appreciation Bond maturity date, such sums as are necessary to pay
one-twelfth (1/12"') of the Compounded Amounts due on the next maturity date of any
Capital Appreciation Bonds, provided, however, that no deposit shall be required to the
extent that payment of the Compounded Amounts on the Bonds has been provided
from other moneys of the County legally available therefor.
5. The County shall next deposit into or credit to the Bond Amortization
Account, on a parity with the payments provided in subparagraphs 3 and 4 above, a
sum equal to one-twelfth (1/12Ih) of the amount of the Amortization Installment for Term
Bonds which shall become due and payable on the next Amortization Installment due
date, provided, however, that no deposit shall be required to the extent that payment of
the Amortization Installment on the Bonds has been provided from other moneys of the
County legally available therefor.
Moneys in the Bond Amortization Account shall be used to purchase or redeem
Term Bonds in the manner herein provided, and for no other purpose. The County shall
adjust the amount of the deposit into the Bond Amortization Account not later than the
month immediately preceding any date for payment of an Amortization Installment so
as to provide sufficient moneys in the Bond Amortization Account to pay the
Amortization Installments on the Term Bonds coming due on such date.
Amounts accumulated in the Bond Amortization Account with respect to any
Amortization Installment (together with amounts accumulated in the Debt Service Fund
with respect to interest, if any, on the Term Bonds for which such Amortization
Installment was established) may be applied by the County, on or prior to the sixtieth
day preceding the due date of such Amortization Installment (a) to the purchase of Term
Bonds of the Series and maturity for which such Amortization Installment was
established, at a price not greater than the Redemption Price at which such Term Bonds
may be redeemed on the first date thereafter on which such Term Bonds shall be subject
to redemption, or (b) to the redemption at the applicable Redemption Price of such Term
Bonds, if then redeemable by their terms. The applicable Redemption Price (or principal
amount of maturing Term Bonds) of any Term Bonds so purchased or redeemed shall be
deemed to constitute part of the Bond Amortization Account until such Amortization
Installment date, for the purposes of calculating the amount of such Account. As soon
as practicable after the sixtieth day preceding the due date of any such Amortization
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Installment, the County shall proceed to call for redemption on such due date, by
causing notice to be given as provided in Section 2.04 hereof, Term Bonds of the Series
and maturity for which such Amortization Installment was established (except in the
case of Term Bonds maturing on an Amortization Installment date) in such amount as
shall be necessary to complete the retirement of the unsatisfied balance of such
Amortization Installment. The County shall payout of the Bond Amortization Account
and the Debt Service Fund to the appropriate Paying Agents, on or before the day
preceding such redemption date (or maturity date), the amount required for the
redemption (or for the payment of such Term Bonds then maturing), and such amount
shall be applied by such Paying Agents to such redemption (or payment). All expenses
in connection with the purchase or redemption of Term Bonds shall be paid by the
County from the Revenue Fund.
6. Next, the County shall deposit into or credit to the Reserve Account a
sum sufficient to maintain therein an amount equal to the Reserve Account
Requirement. Moneys in the Reserve Account shall be used only for the purpose of the
payment of maturing principal, interest or Amortization Installments when the other
moneys in the Debt Service Fund are insufficient therefor, and for no other purpose;
provided, however, moneys deposited in a separate subaccount of the Reserve Account
pledged to secure a specific Series of Bonds shall not be used for payment of amounts
due on any other Series of Bonds. However, whenever the moneys on deposit in the
Reserve Account exceed the Reserve Account Requirement, such excess shall be
withdrawn and deposited into the Debt Service Fund.
Upon the issuance of any Additional Bonds under the terms, limitations and
conditions as herein provided, the County shall, on the date of delivery of such
Additional Bonds, increase the sum required to be accumulated and maintained on
deposit in the Reserve Account to be at least equal to the Reserve Account Requirement
on all Outstanding Bonds including the Additional Bonds then issued. Such required
sum may be paid in full or in part from the proceeds of such Additional Bonds.
Notwithstanding the foregoing provisions, in lieu of the required cash deposits
into the Reserve Account, subject to the written consent of the Insurer or Insurers, the
County may, at any time, cause to be deposited into the Reserve Account a surety bond,
irrevocable letter of credit, guaranty or an insurance policy for the benefit of the
Bondholders in an amount equal to the difference between the Reserve Account
Requirement and the sums then on deposit in the Reserve Account, if any. Such surety
bond, irrevocable letter of credit, guaranty or insurance policy shall be payable to the
Paying Agent (upon the giving of notice as required thereunder) on any Interest Date on
which a deficiency exists which cannot be cured by funds in any other fund or account
held pursuant to this Resolution and available for such purpose. Repayment of draws
made from a surety bond, irrevocable letter of credit, guaranty or an insurance policy
provided pursuant to this paragraph, shall be made in accordance with a Supplemental
Resolution.
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The County may also establish a separate subaccount in the Reserve Account for
any Series of Bonds and provide a pledge of such subaccount to the payment of such
Series of Bonds apart from the pledge provided herein. To the extent a Series of Bonds is
secured separately by a subaccount of the Reserve Account, the Holders of such Bonds
shall not be secured by any other moneys in the Reserve Account. Moneys in a separate
subaccount of the Reserve Account shall be maintained at the Reserve Account
Requirement applicable to such Series of Bonds secured by the subaccount; provided the
Supplemental Resolution authorizing such Series of Bonds may establish the Reserve
Account Requirement relating to such separate subaccount of the Reserve Account at
such level as the County shall determined in the Supplemental Resolution relating to
such Series. Moneys shall be deposited in the separate sub accounts in the Reserve
Account on a pro-rata basis. In the event the County shall maintain a surety bond,
irrevocable letter of credit, guaranty or an insurance policy in the Reserve Account and
moneys in the Reserve Account or any subaccount therein, the moneys shall be used
prior to making any disbursements under such surety bond, irrevocable letter of credit,
guaranty or an insurance policy.
Moneys on deposit in the Debt Service Fund may be used by the County only for
payment of principal (including Amortization Installments and Compounded Amounts)
of and interest on Bonds as the same matures and becomes due and for no other
purpose; provided, that the County, in its discretion, may use moneys in the Debt
Service Fund to purchase or redeem Bonds coming due on the next principal payment
date, provided such purchase or redemption does not adversely affect the County's
ability to pay the principal or interest coming due on such principal payment date on the
Bonds not so purchased or redeemed.
Whenever the amount in the Reserve Account, together with the other amounts
in the Debt Service Fund, are sufficient to fully pay all Outstanding Bonds in accordance
with their terms (including principal or applicable Redemption Price and interest
thereon), the funds on deposit in the Reserve Account may be transferred to the Debt
Service Fund for the payment of the Bonds.
7. Any moneys remaining in the Revenue Fund after the deposits required
in paragraphs 1 through 6 above have been made may be withdrawn and used by the
County for any lawful purpose.
At least one business day prior to the date established for payment of any principal of or
Redemption Price, if applicable, or interest on the Bonds, the County shall withdraw from the
Debt Service Fund sufficient moneys to pay such principal or Redemption Price, if applicable,
or interest and deposit such moneys with the Paying Agent for the Bonds to be paid.
SECTION 3.04 INVESTMENTS. The Construction Fund created and established
pursuant to Section 3.03 hereof, the Revenue Fund and the Debt Service Fund shaH be
continuously secured in the manner by which the deposit of public funds are authorized to be
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secured by the laws of the State and the investment policy of the County. Moneys on deposit in
the Construction Fund, the Revenue Fund and the Debt Service Fund may be invested and
reinvested in Permitted Investments maturing no later than the date on which the moneys
therein will be needed. Any and all income received by the County from the investment of
moneys in each account of the Construction Fund, the Debt Service Fund, the Bond
Amortization Account, the Reserve Account (but only to the extent that the amount therein is
less than the Reserve Account Requirement) and the Revenue Fund shall be retained in such
respective fund or account unless otherwise required by applicable law. To the extent that the
amount in the Reserve Account is equal to or greater than the Reserve Account Requirement,
any and all income received by the County from the investment of moneys therein shall be
transferred, upon receipt, and deposited into the Debt Service Fund.
Nothing contained in this Resolution shall prevent any Permitted Investments acquired
as investments of or security for funds held under this Resolution from being issued or held in
book-entry form on the books of the Department of the Treasury of the United States.
SECTION 3.05 SEPARATE ACCOUNTS. The moneys 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 funds and accounts established herein may be
invested in a common investment pool, provided that adequate accounting records are
maintained to reflect and control the restricted allocation of the moneys on deposit therein and
such investments for the various purposes of such funds and accounts as herein provided.
The designation and establishment of the various funds and accounts in and by this
Resolution shall not be construed to require the establishment of any completely independent,
self-balancing funds as such term is commonly defined and used in governmental accounting,
but rather is intended solely to constitute an earmarking of certain revenues for certain
purposes and to establish certain priorities for application of such revenues as herein provided.
ARTICLE IV
APPLICATION OF BOND PROCEEDS
SECTION 4.01 APPLICATION OF BOND PROCEEDS. Proceeds derived from the
sale of the Bonds, including accrued interest and premium, if any, shall, simultaneously with
the delivery of the Bonds to the purchaser or purchasers thereof, be applied by the County as
provided by Supplemental Resolution.
SECTION 4.02 CONSTRUCTION FUND. The County shall deposit money for
Project Costs into the Construction Fund as provided by Supplemental Resolution. The County
will establish separate accounts for the proceeds of each separate Series of Bonds.
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ARTICLE V
SUBORDINATED INDEBTEDNESS,
ADDITIONAL BONDS, AND COVENANTS OF COUNTY
SECTION 5.01 SUBORDINATED INDEBTEDNESS. The County will not issue any
other obligations, except under the conditions and in the manner provided herein, payable from
the Pledged Funds or 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
thereon in favor of the Bonds and the interest thereon. The County may at any time or from
time to time issue evidences of indebtedness payable in whole or in part out of the Pledged
Funds and which may be secured by a pledge of the Pledged Funds; provided, however, that
such pledge shall be, and shall be expressed to be, subordinated in all respects to the pledge of
the Pledged Funds created by this Resolution. The County shall have the right to covenant with
the holders from time to time of any Subordinated Indebtedness to add to the conditions,
limitations and restrictions under which any Additional Bonds may be issued pursuant to
Section 5.02 hereof. The County agrees to pay promptly any Subordinated Indebtedness as the
same shall become due.
SECTION 5.02 ISSUANCE OF ADDITIONAL BONDS. No Additional Bonds,
payable on a parity with the Bonds then Outstanding pursuant to this Resolution, shall be
issued except upon the conditions and in the manner herein provided. The County may issue
one or more Series of Additional Bonds for anyone or more of the following purposes:
financing the Cost of an Additional Project, or the completion thereof or of the Project, or
refunding any or all Outstanding Bonds or of any Subordinated Indebtedness of the County.
No such Additional Bonds shall be issued unless the following conditions are complied
with:
(A) There shall have been obtained and filed with the County a statement of the
Director (1) setting forth the amount of the Gas Tax Revenues which have been received by the
County during any consecutive twelve months out of the 24 months immediately preceding the
date of issuance of the proposed Additional Bonds; and (2) stating that the amount of the Gas
Tax Revenues received during the aforementioned twelve month period equals at least 1.35
times the sum of (a) the Maximum Annual Debt Service on (i) all Bonds then Outstanding and
(ii) the Additional Bonds with respect to which such statement is made and (b) all Policy Costs
then due and owing. "Policy Costs" means any repayment or payment obligations due and
owing in connection with any surety bond on deposit in the Reserve Account. In the event the
Act is amended to provide for additional Gas Tax Revenues to be distributed to the County, the
County may then for the purpose of determining whether there are sufficient Gas Tax Revenues
to meet the coverage tests specified in this Section 5.02(A), have the Director assume that such
additional Gas Tax Revenues were in effect during the applicable Fiscal Year.
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(B) In addition to the requirements of paragraph (A), in the event that one or more of
the taxes that produce revenues that compose the Gas Tax Revenues is scheduled to expire
during the term of any Additional Bonds proposed to be issued by the County, then prior to the
delivery of the Additional Bonds there shall have been obtained and filed with the County a
statement of the Director stating that the amount of Gas Tax Revenues is anticipated to be equal
to at least 1.35 times the Annual Debt Service of all Bonds then Outstanding and such
Additional Bonds then proposed to be issued calculated for each of the Fiscal Years including
and following such expiration date.
(C) Additional Bonds shall be deemed to have been issued pursuant to this
Resolution the same as the Outstanding Bonds, and all of the other covenants and other
provIsIOns of this Resolution (except as to details of such Additional Bonds inconsistent
therewith) shall be for the equal benefit, protection and security of the Holders of all Bonds
issued pursuant to this Resolution. All Bonds, regardless of the time or times of their issuance,
shall rank equally with respect to their lien on the Pledged Funds and their sources and security
for payment therefrom without preference of any Bond over any other.
(D) In the event any Additional Bonds are issued for the purpose of refunding any
Bonds then Outstanding, the conditions of Sections 5.02(A) and (B) above shall not apply,
provided that the issuance of such Additional Bonds shall not result in either an increase in the
aggregate amount of principal of and interest on the Outstanding Bonds becoming due in the
current Fiscal Year or in any subsequent Fiscal Years or extend the maturity of Outstanding
Bonds. The conditions of Section 5.02(A) hereof shall apply to Additional Bonds issued to
refund Subordinated Indebtedness and to Additional Bonds issued for refunding purposes
which cannot meet the conditions of this paragraph.
SECTION 5.03 BOND ANTICIPATION NOTES. Subject to Section 5.02 hereof, the
County may issue notes in anticipation of the issuance of Bonds which shall have such terms
and details and be secured in such manner, not inconsistent with this Resolution, as shall be
provided by Supplemental Resolution of the County.
SECTION 5.04 BOOKS AND RECORDS. The County will keep books and records
relating to the Pledged Funds in accordance with generally accepted accounting principles, and
any Holder or Holders of Bonds shall have the right at all reasonable times to inspect the
records, accounts and data of the County relating thereto.
SECTION 5.05 ANNUAL AUDIT. The County shall within 180 days following the
close of each Fiscal Year, cause the financial statements of the County to be properly audited by
a recognized independent certified public accountant or recognized independent firm of
certified public accountants, and shall require such accountants to complete their report on the
annual financial statements in accordance with applicable law. Such annual financial
statements shall contain, but not be limited to, a balance sheet, a statement of revenues,
expenditures and changes in fund balance, and any other statements as required by law or
accounting convention. The annual financial statements shall be prepared in conformity with
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generally accepted accounting principles. A copy of the audited financial statements for each
Fiscal Year shall be furnished to any Holder of a Bond who shall have furnished such Holder's
address to the Clerk and requested in writing that the same be furnished to such Holder. The
County shall be permitted to make a reasonable charge for furnishing such audited financial
statements.
SECTION 5.06 NO IMPAIRMENT. As long as there are Bonds Outstanding
hereunder, the pledging of the Pledged Funds in the manner provided herein shall not be
subject to repeal, modification or impairment by any subsequent ordinance, resolution or other
proceedings of the Board.
SECTION 5.07 COLLECTION OF GAS TAX REVENUES. The County covenants to
do all things necessary on its part to be eligible to receive and to continue the receipt of the Gas
Tax Revenues in compliance with the Act and any successor provision of law governing the
same. The County will proceed diligently to perform legally and effectively all steps required
on its part to receive the Gas Tax Revenues and shall exercise all legally available remedies to
enforce such collections now or hereafter available under State law.
SECTION 5.08 FEDERAL INCOME TAX COVENANTS; TAXABLE BONDS.
(A) The County covenants with the Holders of each Series of Bonds (other than
Taxable Bonds) that it shall not use the proceeds of such Series of Bonds in any manner which
would cause the interest on such Series of Bonds to be or become includabIe in the gross income
of the Holder thereof for federal income tax purposes.
(B) The County covenants with the Holders of each Series of Bonds (other than
Taxable Bonds) that neither the County nor any Person under its control or direction will make
any use of the proceeds of such Series of Bonds (or amounts deemed to be proceeds under the
Code) in any manner which would cause such Series of Bonds to be "arbitrage bonds" within
the meaning of Section 148 of the Code and neither the County nor any other Person shall do
any act or fail to do any act which would cause the interest on such Series of Bonds to become
includable in the gross income of the Holder thereof for federal income tax purposes.
(C) The County hereby covenants with the Holders of each Series of Bonds (other
than Taxable Bonds) that it will comply with all provisions of the Code necessary to maintain
the exclusion of interest on the Bonds from the gross income of the Holder thereof for federal
income tax purposes, including, in particular, the payment of any amount required to be
rebated to the U.s. Treasury pursuant to the Code.
(D) The County may, if it so elects, issue one or more Series of Taxable Bonds the
interest on which is (or may be) includable in the gross income of the Holder thereof for federal
income tax purposes, so long as each Bond of such Series states in the body thereof that interest
payable thereon is (or may be) subject to federal income taxation and provided that the issuance
thereof will not cause the interest on any other Bonds theretofore issued hereunder to be or
become includable in the gross income of the Holder thereof for federal income tax purposes.
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The covenants set forth in paragraphs (A), (B) and (C) above shall not apply to any Taxable
Bonds.
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01 EVENTS OF DEFAULT. The following events shall each constitute
an "Event of Default"
(A) Default shall be made in the payment of the principal of, Amortization
Installment, redemption premium or interest on any Bond when due.
(B) There shall occur the dissolution or liquidation of the County, or the filing by the
County of a voluntary petition in bankruptcy, or the commission by the County of any act of
bankruptcy, or adjudication of the County as a bankrupt, or assignment by the County for the
benefit of its creditors, or appointment of a receiver for the County, or the entry by the County
into an agreement of composition with its creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the County in any proceeding for its reorganization
instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any
similar act in any jurisdiction which may now be in effect or hereafter enacted.
(C) The County shall default in the due and punctual performance of any other of
the covenants, conditions, agreements and provisions contained in the Bonds or in this
Resolution on the part of the County to be performed, and such default shall continue for a
period of thirty days after written notice of such default shall have been received from the
Holders of not less than twenty-five percent (25%) of the aggregate principal amount of Bonds
Outstanding or the Insurer of such amount of Bonds. Notwithstanding the foregoing, the
County shall not be deemed in default hereunder if such default can be cured within a
reasonable period of time and if the County in good faith institutes curative action and
diligently pursues such action until the default has been corrected.
SECTION 6.02 REMEDIES. Any Holder of Bonds issued under the provisions of
this Resolution or any trustee or receiver acting for such Bondholders may either at law or in
equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction,
protect and enforce any and all rights under the laws of the State, or granted and contained in
this Resolution, and may enforce and compel 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.
The Holder or Holders of Bonds in an aggregate principal amount of not less than
twenty-five percent (25%) of the Bonds then Outstanding may by a duly executed certificate in
writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority
to represent such Bondholders in any legal proceedings for the enforcement and protection of
the rights of such Bondholders and such certificate shall be executed by such Bondholders or
their duly authorized attorneys or representatives, and shall be filed in the office of the Clerk.
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Notice of such appointment, together with evidence of the requisite signatures of the Holders of
not less than twenty-five percent (25%) in aggregate principal amount of Bonds Outstanding
and the trust instrument under which the trustee shall have agreed to serve shall be filed with
the County and the trustee and notice of appointment shall be given to all Holders of Bonds in
the same manner as notices of redemption are given hereunder. After the appointment of the
first trust hereunder, no further trustees may be appointed; however, the Holders of a majority
in aggregate principal amount of all the Bonds then Outstanding may remove the trustee
initially appointed and appoint a successor and subsequent successors at any time.
SECTION 6.03 DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS.
The Holders of a majority in principa] amount of the Bonds then Outstanding (or any Insurer
insuring any then Outstanding Bonds) have the right, by an instrument or concurrent
instruments in writing executed and delivered to the trustee, to direct the method and place of
conducting all remedial proceedings to be taken by the trustee hereunder, provided that such
direction shall not be otherwise than in accordance with law or the provisions hereof, and that
the trustee shall have the right to decline to follow any such direction which in the opinion of
the trustee would be unjustJy prejudicial to Holders of Bonds not parties to such direction.
SECTION 6.04 REMEDIES CUMULATIVE. No remedy herein conferred upon or
reserved to the Bondho]ders is intended to be exclusive of any other remedy or remedies, and
each and every such remedy shall be cumulative, and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute.
SECTION 6.05 WAIVER OF DEFAULT. No delay or omission of any Bondholder to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver of any such default, or an acquiescence therein; and every
power and remedy given by Section 6.02 of this Resolution to the Bondholders may be exercised
from time to time, and as often as may be deemed expedient.
SECTION 6.06 APPLICATION OF MONEYS AFTER DEFAULT. If an Event of
Default shall happen and shall not have been remedied, the County or a trustee or receiver
appointed for the purpose shall apply all Pledged Funds as follows and in the following order:
(A) To the payment of the reasonable and proper charges, expenses and liabilities of
the trustee or receiver, Registrar and Paying Agent hereunder; and
(B) To the payment of the interest and principal or Redemption Price, if applicable,
then due on the Bonds, as follows:
FIRST: to the payment to the Persons entitled thereto of all installments of
interest then due, in the order of the maturity of such installments, and, if the amount
available shall not be sufficient to pay in full any particular installment, then to the
payment ratably, according to the amounts due on such installment, to the Persons
entitJed thereto, without any discrimination or preference;
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SECOND: to the payment to the Persons entitled thereto of the unpaid principal
of any of the Bonds which shall have become due at maturity or upon mandatory
redemption prior to maturity (other than Bonds called for redemption for the payment
of which moneys are held pursuant to the provisions of Section 8.01 of this Resolution),
in the order of their due dates, with interest upon such Bonds from the respective dates
upon which they became due, and, if the amount available shall not be sufficient to pay
in full Bonds due on any particular date, together with such interest, then to the
payment first of such interest, ratably according to the amount of such interest due on
such date, and then to the payment of such principal, ratably according to the amount
of such principal due on such date, to the Persons entitled thereto without any
discrimination or preference; and
THIRD: to the payment of the Redemption Price of any Bonds called for
optional redemption pursuant to the provisions of this Resolution.
ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01 SUPPLEMENTAL RESOLUTIONS WITHOUT BONDHOLDERS'
CONSENT. The County, from time to time and at any time, may adopt such Supplemental
Resolutions without the consent of the Bondholders (which Supplemental Resolutions shall
thereafter form a part hereof) for any of the following purposes:
(A) To cure any ambiguity or formal defect or omission or to correct any inconsistent
provisions in this Resolution or to clarify any matters or questions arising hereunder.
(B) To grant to or confer upon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders.
(C) To add to the conditions, limitations and restrictions on the issuance of Bonds
under the provisions of this Resolution other conditions, limitations and restrictions thereafter
to be observed.
(D) To add to the covenants and agreements of the County in this Resolution other
covenants and agreements thereafter to be observed by the County or to surrender any right or
power herein reserved to or conferred upon the County.
(E) To specify and determine the matters and things referred to in Sections 2.01, 2.02
or 2.08 hereof, and also any other matters and things relative to such Bonds which are not
contrary to or inconsistent with this Resolution as theretofore in effect, or to amend, modify or
rescind any such authorization, specification or determination at any time prior to the first
delivery of such Bonds.
(F) To authorize Additional Bonds or Additional Projects or to change or modify the
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description of the Project.
(C) To specify and determine matters necessary or desirable for the issuance of
Variable Rate Bonds.
(H) To make any other change that, in the opinion of the County, would not
materially adversely affect the security for the Bonds.
SECTION 7.02 SUPPLEMENTAL RESOLUTIONS WITH BONDHOLDERS'
CONSENT. Subject to the terms and provisions contained in this Section 7.02 and Sections 7.01
and 7.03 hereof, the Holder or Holders of not less than a majority in aggregate principal amount
of the Bonds then Outstanding shall have the right, from time to time, anything contained in
this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such
Supplemental Resolution or resolutions hereto as shall be deemed necessary or desirable by the
County for the purpose of supplementing, modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions contained in this Resolution;
provided, however, that if such modification or amendment will, by its terms, not take effect so
long as any Bonds of any specified Series or maturity remain Outstanding, the consent of the
Holders of such Bonds shall not be required and such Bonds shall not be deemed to be
Outstanding for the purpose of any calculation of Outstanding Bonds under this Section 7.02.
Any Supplemental Resolution which is adopted in accordance with the provisions of
this Section 7.02 shall also require the written consent of the Insurer of any Bonds which are
Outstanding at the time such Supplemental Resolution shall take effect. No Supplemental
Resolution may be approved or adopted which shall permit or require
(A) an extension of the maturity of the principal of or the payment of the interest on
any Bond issued hereunder,
(B) reduction in the principal amount of any Bond or the Redemption Price or the
rate of interest thereon,
(C) the creation of a lien upon or a pledge of other than the lien and pledge created
by this Resolution which adversely affects any Bondholders,
(D) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or
(E) a reduction in the aggregate principal amount of the Bonds required for consent
to such Supplemental Resolution. Notlling herein contained, however, shall be construed as
making necessary the approval by Bondholders of the adoption of any Supplemental Resolution
as authorized in Section 7.01 hereof.
If, at any time the County shall determine that it is necessary or desirable to adopt any
Supplemental Resolution pursuant to this Section 7.02, the Director shall cause the Registrar to
give notice of the proposed adoption of such Supplemental Resolution and the form of consent
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to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they
appear on the registration books. Such notice shall briefly set forth the nature of the proposed
Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk
and the Registrar for inspection by all Bondholders. The County shall not, however, be subject
to any liability to any Bondholder by reason of its failure to cause the notice required by this
Section 7.02 to be mailed and any such failure shall not affect the validity of such Supplemental
Resolution when consented to and approved as provided in this Section 7.02.
Whenever the County shall deliver to the Registrar an instrument or instruments in
writing purporting to be executed by the Holders of not less than a majority in aggregate
principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to
the proposed Supplemental Resolution described in such notice and shall specifically consent to
and approve the adoption thereof in substantially the form of the copy thereof referred to in
such notice, thereupon, but not otherwise, the County may adopt such Supplemental
Resolution in substantially such form, without liability or responsibility to any Holder of any
Bond, whether or not such Holder shall have consented thereto.
If the Holders of not less than a majority in aggregate principal amount of the Bonds
Outstanding at the time of the adoption of such Supplemental Resolution shall have consented
to and approved the adoption thereof as herein provided, no Holder of any Bond shall have any
right to object to the adoption of such Supplemental Resolution, or to object to any of the terms
and provisions contained therein or the operation thereof, or in any manner to question the
propriety of the adoption thereof, or to enjoin or restrain the County from adopting the same or
from taking any action pursuant to the provisions thereof.
Upon the adoption of any Supplemental Resolution pursuant to the provisions of this
Section 7.02, this Resolution shall be deemed to be modified and amended in accórdance
therewith, and the respective rights, duties and obligations under this Resolution of the County
and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and
enforced in all respects under the provisions of this Resolution as so modified and amended.
SECTION 7.03 SUPPLEMENTAL RESOLUTIONS WITH INSURER'S CONSENT
IN LIEU OF BONDHOLDERS' CONSENT. Notwithstanding any provisions of Section 7.02
above to the contrary, if the Insurer of a particular Series of Bonds is not then in default in the
performance of any of its obligations under its Insurance Policy, the approvals, consents and
notifications required by Section 7.02 above to be given by or to the Holders of the Bonds, as the
case may be, subject to such Insurance Policy shall be given solely by or to the Insurer, as the
case may be, and the instrument contemplated by Section 7.02 above shall be executed solely by
the Insurer and the Holders of the Bonds subject to such Insurance Policy shall have no right to
receive such notification or give such approvals and consents or to execute such certificate
except that the adoption of Supplemental Resolutions that would have any of the effects
described in (A) through (E) in Section 7.02 above shall require the approval and consent of all
Holders of Bonds then Outstanding and the Insurer.
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ARTICLE VIII
MISCELLANEOUS
SECTION 8.01 DEFEASANCE. If the County shall payor cause to be paid, or there
shall otherwise be paid to the Holders of all Bonds, the principal or Redemption Price, if
applicable, and interest due or to become due thereon, at the times and in the manner stipulated
therein and in this Resolution, then the pledge of the Pledged Funds, and all covenants,
agreements and other obligations of the County to the Bondholders, shall thereupon cease,
terminate and become void and be discharged and satisfied. In such event, the Paying Agents
shall pay over or deliver to the County all money or securities held by them pursuant to this
Resolution which are not required for the payment or redemption of Bonds not theretofore
surrendered for such payment or redemption.
Any Bonds or interest installments appertaining thereto, whether at or prior to the
maturity or redemption date of such Bonds, shall be deemed to have been paid within the
meaning of this Section 8.01 if (A) in case any such Bonds are to be redeemed prior to the
maturity thereof, there shall have been taken all action necessary to call such Bonds for
redemption and notice of such redemption shall have been duly given or provision shall have
been made for the giving of such notice, and (B) there shall have been deposited in irrevocable
trust with a banking institution or trust company by or on behalf of the County either moneys
in an amount which shall be sufficient, or Federal Securities the principal of and the interest on
which when due will provide moneys which, together with the moneys, if any, deposited with
such bank or trust company at the same time shall be sufficient, to pay the principal of or
Redemption Price, if applicable, and interest due and to become due on said Bonds on and prior
to the redemption date or maturity date thereof, as the case may be. Except as hereafter
provided, neither the Federal Securities nor any moneys so deposited with such bank or trust
company nor any moneys received by such bank or trust company on account of principal of or
Redemption Price, if applicable, or interest on said Federal Securities shall be withdrawn or
used for any purpose other than, and all such moneys shall be held in trust for and be applied
to, the payment, when due, of the principal of or Redemption Price, if applicable, of the Bonds
for the payment or redemption of which they were deposited and the interest accruing thereon
to the date of maturity or redemption; provided, however, the County may substitute new
Federal Securities and moneys for the deposited Federal Securities and moneys if the new
Federal Securities and moneys are sufficient to pay the principal of or Redemption Price, if
applicable, and interest on the Refunded Bonds.
For purposes of determining whether Variable Rate Bonds shall be deemed to have been
paid prior to the maturity or redemption date thereof, as the case may be, by the deposit of
moneys, or specified Federal Securities and moneys, if any, in accordance with this Section 8.01,
the interest to come due on such Variable Rate Bonds on or prior to the maturity or redemption
date thereof, as the case may be, shall be calculated at the Maximum Interest Rate; provided,
however, that if on any date, as a result of such Variable Rate Bonds having borne interest at
less than the Maximum Interest Rate for any period, the total amount of moneys and specified
Federal Securities on deposit for the payment of interest on such Variable Rate Bonds is in
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excess of the total amount which would have been required to be deposited on such date in
respect of such Variable Rate Bonds in order to satisfy this Section 8.01, such excess shall be
paid to the County free and clear of any trust, lien, pledge or assignment securing the Bonds or
otherwise existing under this Resolution.
In the event the Bonds for which moneys are to be deposited for the payment thereof in
accordance with this Section 8.01 are not by their terms subject to redemption within the next
succeeding sixty (60) days, the County shall cause the Registrar to mail a notice to the Holders
of such Bonds that the deposit required by this Section 8.01 of moneys or Federal Securities has
been made and said Bonds are deemed to be paid in accordance with the provisions of this
Section 8.01 and stating such maturity or redemption date upon which moneys are to be
available for the payment of the principal of or Redemption Price, if applicable, and interest on
said Bonds.
Nothing herein shall be deemed to require the County 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 County in determining whether to exercise any
such option for early redemption.
To accomplish defeasance, the County shall cause to be delivered (i) a report of an
independent firm of nationally recognized certified public accountants or such other accountant
as shall be acceptable to the Insurer ("Accountant") verifying the sufficiency of the escrow
established to pay the Bonds in full on the maturity or redemption date ("Verification"), (ii) an
escrow deposit agreement (which shall be acceptable in form and substance to the relevant
Insurer), (iii) an opinion of nationally recognized bond counsel to the effect that the Bonds are
no longer "Outstanding" under this Resolution, and (iv) a certificate of discharge of the Paying
Agent with respect to the Bonds; each Verification and defeasance opinion shall be acceptable in
form and substance, and addressed, to the County, Paying Agent and relevant Insurer. The
relevant Insurer shall be provided with final drafts of the above-referenced documentation not
less than five bùsiness days prior to the funding of the escrow. Notwithstanding anything
herein to the contrary, Bonds shall be deemed "Outstanding" under this Resolution unless and
until they are in fact paid and retired or the above criteria are met.
SECTION 8.02 SALE OF BONDS. The Bonds shall be issued and sold at public or
private sale at one time or in installments from time to time and at such price or prices as shall
be consistent with the provisions of the Act, the requirements of this Resolution and other
applicable provisions of law and as shall be approved by Supplemental Resolution of the
County.
SECTION 8.03 PRELIMINARY OFFICIAL STATEMENT. The County hereby
delegates to the County Administrator the authority to deem any Preliminary Official Statement
with respect to the Bonds "final" except for "permitted omissions" within the contemplation of
Rule 15c2-12 of the Securities and Exchange Commission. The form of such Preliminary Official
Statement shall be approved by Supplemental Resolution.
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SECTION 8.04 CAPITAL APPRECIATION BONDS. For the purposes of (i)
receiving payment of the redemption price of a Capital Appreciation Bond if redeemed prior to
maturity, (ii) receiving payment if the principal of all Bonds is declared immediately due and
payable, (iii) computing Annual Debt Service, and (iv) computing the amount of Holders
required for any notice, consent, request or demand hereunder for any purpose whatsoever, the
principal amount of a Capital Appreciation Bond shall be deemed to be its Compounded
Amount.
SECTION 8.05 GENERAL AUTHORITY. The members of the Board of the County
and the County's officers, attorneys and other agents and employees are hereby authorized to
perform all acts and things required of them by this Resolution or desirable or consistent with
the requirements hereof for the full, punctual and complete performance of all of the terms,
covenants and agreements contained in the Bonds and this Resolution, and they are hereby
authorized to execute and deliver all documents which shall be required by Bond Counselor
the initial purchasers of the Bonds to effectuate the sale of the Bonds to said initial purchasers.
SECTION 8.06 NO THIRD PARTY BENEFICIARIES. Except such other Persons as
may be expressly described herein, in a Supplemental Resolution, or in the Bonds, nothing in
this Resolution or in the Bonds, expressed or implied, is intended or shall be construed to confer
upon any Person, other than the County and the Holders, any right, remedy or claim, legal or
equitable, under and by reason of this Resolution or any provision hereof, or of the Bonds, all
provisions hereof and thereof being intended to be and being for the sole and exclusive benefit
of the County and the Persons who shall from time to time be the Holders.
SECTION 8.07 NO PERSONAL LIABILITY. The present or former members of the
Board of the County, any person executing the Bonds, and any other officials of the County
acting pursuant to this Resolution shall not be personally liable therefor or be subject to any
personal liability or accountability by reason of the issuance thereof.
SECTION 8.08 SEVERABILITY OF INVALID PROVISIONS. If anyone 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 separable from the
remaining covenants, agreements and provisions of this Resolution and shall in no way affect
the validity of any of the other covenants, agreements or provisions hereof or of the Bonds
issued hereunder.
SECTION 8.09 REPEAL OF INCONSISTENT RESOLUTIONS. All Resolutions or
parts thereof in conflict herewith are hereby superseded and repealed to the extent of such
conflict.
[Remainder of page intentionally left blank]
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SECTION 8.10 EFFECTIVE DATE. This Resolution shall take effect immediately
upon its adoption.
held.
Passed and Adopted this 27th day of March 2007, at a regular meeting duly called and
(SEAL)
A TIEST:
ISOOO/07/00107569.DOCv6}
ST. LUCIE COUNTY, I'LORIDA
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