2010 Florida Statutes
Bonds; purpose, terms, approval, limitations.
Bonds; purpose, terms, approval, limitations.—
The issuance of revenue bonds to provide sufficient funds to achieve the purposes of this act; pay interest on bonds; pay expenses incident to the issuance and sale of any bond issued pursuant to this act, including costs of validating, printing, and delivering the bonds, printing the official statement, publishing notices of sale of the bonds, and related administrative expenses; and pay all other capital expenditures of the land authority incident to and necessary or convenient to carry out the purposes and powers granted by this act is authorized, subject and pursuant to the provisions of the State Constitution and the applicable provisions of this act and of the State Bond Act. Revenue bonds issued pursuant to this act shall be payable solely from pledged revenues.
All such bonds shall be issued on behalf of the land authority and in the name of the land authority by the Division of Bond Finance from time to time, as provided by the State Bond Act, with a term of not more than 45 years and, except as otherwise provided herein, in such principal amounts as shall be necessary to provide sufficient funds to achieve the purposes of the land authority in carrying out this act and purposes incident thereto.
There shall be established a debt service reserve account in an amount at least equal to the greatest amount of principal and interest to become due on such issue in any ensuing state fiscal year or an amount at least equal to an average of the annual principal and interest, all as may be determined by the Division of Bond Finance; except that a reserve of a lesser amount may be established if the land authority, with the concurrence of the Division of Bond Finance, determines that such reserve, if any, will adequately protect the interests of bondholders. The land authority, with the concurrence of the division, is authorized to provide the use of an insurance policy or letter of credit in lieu of a debt service reserve account.
The provisions of the State Bond Act, including, without limitation, the definitions contained therein, shall be applicable to all bonds issued pursuant to this act, when not in conflict with the provisions hereof; however, the basis of award of sale of such bonds may be either the net interest cost or the true or effective interest cost, as set forth in the resolution authorizing the sale of such bonds. In cases of conflict, the provisions of this act shall be controlling. Solely for purposes of the State Bond Act, a land authority shall be defined as a state agency.
In actions to validate such bonds pursuant to chapter 75, the complaint shall be filed in the Circuit Court of Leon County, the notice required by s. 75.06 shall be published in newspapers of general circulation in Leon County and the county in which the area or areas of critical state concern involved are located, and the complaint and order of the court shall be served on the state attorney of the Second Judicial Circuit and the circuit in which the area or areas of critical state concern involved are located.
Any resolution or resolutions authorizing any bonds issued on behalf of the land authority may contain provisions, without limitation, which shall be a part of the contract or contracts with the holders thereof, as to:
Pledging all or any part of the income or revenues of the land authority to secure the payment of bonds or of any issue thereof, subject to such agreements with holders of bonds as may then exist.
Pledging all or any part of the income or revenues generated by a solid waste management facility to secure the payment of bonds or of any issue thereof, subject to such agreements with holders of bonds as may then exist.
The procedure, if any, by which the terms of any contract with holders of bonds may be amended or abrogated, the amount of bonds the holders of which must consent thereto, and the manner in which such consent may be given.
Vesting in a trustee or trustees such property, rights, powers, and duties in trust as the resolution may determine, which may include any or all of the rights, powers, and duties of the trustee appointed by the holders of bonds pursuant to this act, and limiting or abrogating the right of holders of bonds to appoint a trustee under this act or limiting the rights, powers, and duties of such trustee.
Defining the acts or omissions to act which shall constitute a default in the obligations and duties of the land authority to the holders of bonds in providing for the rights and remedies of holders of bonds in the event of such default, including, as a matter of right, the appointment of a receiver; provided such rights and remedies shall not be inconsistent with the general laws of the state and the other provisions of this act.
Any other matters of like or different character which in any way affect the security or protection of holders of bonds.
The bonds issued on behalf of the land authority shall be sold at public sale in the manner provided by the State Bond Act. However, if the division shall by resolution determine that a negotiated sale of the bonds is in the best interest of the land authority, the division may negotiate for sale of the bonds with the underwriter or underwriters designated by the division. In the resolution authorizing the negotiated sale, the division shall provide specific findings as to the reasons for the negotiated sale. The reasons shall include, but shall not be limited to, characteristics of the bond issue and prevailing market conditions that necessitate a negotiated sale. In the event the division decides to negotiate for a sale of bonds, the managing underwriter, or financial consultant or adviser, if applicable, shall provide to the land authority or division, prior to the award of bonds to the managing underwriter, a disclosure statement containing the following information:
An itemized list setting forth the nature and estimated amounts of expenses to be incurred by the managing underwriter in connection with the issuance of such bonds. Notwithstanding the foregoing, any such list may include an item for miscellaneous expenses, provided it includes only minor items of expense which cannot be easily categorized elsewhere in the statement.
The names, addresses, and estimated amounts of compensation of any finders connected with the issuance of the bonds.
The amount of underwriting spread expected to be realized.
Any management fee charged by the managing underwriter.
Any other fee, bonus, or compensation estimated to be paid by the managing underwriter in connection with the bond issue to any person not regularly employed or retained by it.
The name and address of the managing underwriter or underwriters, if any, connected with the bond issue.
Any other disclosure which the division may require.
This paragraph is not intended to restrict or prohibit the employment of professional services relating to bonds issued under this act or the issuance of bonds by the division under any other law. This paragraph shall not prohibit the use of private placement bonds.
In the event an offer of an issue of bonds at public sale produces no bid, or in the event all bids received are rejected, the division is authorized to negotiate for the sale of the bonds under such rates and terms as are acceptable; however, no bonds shall be so sold or delivered on terms less favorable than the terms contained in any bids rejected at the public sale thereof or, if no bids were received at such public sale, the terms contained in the notice of public sale.
The failure of the land authority or division to comply with one or more provisions of this section shall not affect the validity of the bond issue; however, upon such failure to comply, the division shall sell all future bonds only at public sale as provided for herein, except as provided in paragraph (b).
No underwriter, commercial bank, investment banker, or financial consultant or adviser shall pay any finder any bonus, fee, or gratuity in connection with the sale of bonds or revenue bonds issued by the division unless full disclosure is made to the division prior to or concurrently with the submission of a purchase proposal for bonds by the underwriter, commercial bank, investment banker, or financial consultant or adviser and is made subsequently in the official statement or offering circular, if any, detailing the name and address of any finder and the amount of bonus, fee, or gratuity paid to such finder.
No violation of this subsection shall affect the validity of the bond issue.
As used in this section, the term “finder” means a person who is neither regularly employed by, nor a partner or officer of, an underwriter, bank, banker, or financial consultant or adviser and who enters into an understanding with either the issuer or the managing underwriter, or both, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or impliedly, to act solely as an intermediary between such issuer and managing underwriter for the purpose of influencing any transaction in the purchase of such bonds.
All bonds issued on behalf of the land authority shall state on the face thereof that they are payable, both as to principal and interest, solely out of the pledged revenues of the land authority and do not constitute an obligation, either general or special, of the state or of any local government.
All bonds issued on behalf of the land authority are hereby declared to have all the qualities and incidents of negotiable instruments under the applicable laws of the state.
It is the intent of the Legislature that any pledge of earnings, revenues, or other moneys made by the land authority shall be valid and binding from the time when the pledge is made; that the earnings, revenues, or other moneys so pledged and thereafter received by the land authority shall immediately be subject to the lien of that pledge without any physical delivery thereof or further act; and that the lien of the pledge shall be valid and binding as against the land authority irrespective of whether the parties have notice thereof. Neither the resolution nor any other instrument by which a pledge is created need be recorded or filed pursuant to the Uniform Commercial Code.
Neither the members or the employees of the land authority or the division nor any person executing the bonds of the land authority shall be liable personally on the bonds or be subject to any personal liability or accountability by reason of the issuance thereof.
s. 1, ch. 86-170; s. 7, ch. 88-164.