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The Florida Senate

2005 Florida Statutes

Section 189.439, Florida Statutes 2005

189.439  Bonds.--


(a)  The authority may issue and sell bonds for any purpose for which the authority has the power to expend money, including, without limitation, the power to obtain working capital loans to finance the costs of any project and to refund any bonds or other indebtedness at the time outstanding at or before maturity. Bonds may be sold in the manner provided in s. 218.385 and may be authorized by resolution of the board.

(b)  Bonds of the authority may reflect and evidence any form of financing structure that may become marketable from time to time, including, but not limited to, taxable or tax-exempt bonds; bonds that bear current interest, whether fixed or variable; bonds issued at an original issue discount or premium; capital appreciation bonds; bonds that are convertible, whether or not at the option of the holder, into a form of bonds differing from that in which they were originally issued; bonds that allow the holder to tender the bonds to the authority or its agent; bonds that are issued with separate call-option rights that may be sold by the authority at the time of issuance of the bonds or thereafter; and bonds of any type issued in connection with interest-rate swaps or other derivative products. Bonds may be sold in blocks or installments at different times, or an entire issue or series may be sold at the same time.

(c)  The board may, by resolution, fix the aggregate maximum amount of bonds to be issued; the purpose or purposes for which the moneys derived therefrom may be expended, including, but not limited to, payment of costs of one or more projects; the rates of interest; the denominations of the bonds; whether or not the bonds are to be issued in one or more series; the dates of maturity, which may not exceed 40 years from the respective date of issuance; the medium of payment; the places within or outside the state where payment must be made; registration privileges; redemption terms and privileges, whether with or without premium; the manner of execution; the form of the bonds, including any interest coupons to be attached thereto; the manner of execution of bonds and coupons; and any other terms, covenants, and conditions thereof and the establishment of revenue or other funds. The authorizing resolution may further provide for the contracts authorized by s. 159.825(1)(f) and (g), regardless of the tax treatment of the bonds being authorized. The authorizing resolution may further provide for an electronic-book-entry system of registration, or for certificated bonds. The seal of the authority may be affixed, lithographed, engraved, or otherwise reproduced in facsimile on the bonds.

(d)  Any issue of bonds may be secured by a trust agreement by and between the authority and corporate trustees, which may be any trust company or bank having the powers of a trust company within or outside the state. Any provisions regarding the details or terms of any bonds that are required or permitted to be set forth in a resolution of the board may be set forth in a trust agreement with the same effect as if the provisions were set forth in a resolution of the board. The resolution authorizing the issuance of the bonds or the trust agreement may pledge any legally available revenues of the authority, including, without limitation, the proceeds of rental payments received by the authority, and may contain such provisions for protecting and enforcing the rights and remedies of the bondholders as the board approves, including, without limitation, covenants authorized under subsection (4) and covenants setting forth the duties of the authority in relation to the acquisition, construction, reconstruction, improvement, maintenance, repair, operation, and insurance of any projects; the fixing and revising of the rates, fees, and charges; and the custody, safeguarding, and application of all moneys, and may contain provisions for the employment of engineers, accountants, and other consultants in connection with such acquisition, construction, reconstruction, improvement, maintenance, repair, or operation. It is lawful for any bank or trust company within or outside the state to act as a depository of the proceeds of bonds or of revenues and to furnish such indemnifying bonds or to pledge such securities as are required by the authority. The resolution or trust agreement may set forth the rights and remedies of the bondholders and of the trustee, if any, and may restrict the individual rights of action by bondholders. The board may provide for the payment of proceeds of the sale of the bonds and the revenues of any project to any officer, board, or depository that it designates for the custody thereof and may provide for the method of disbursement thereof with such safeguards and restrictions as it establishes. All expenses incurred in carrying out the provisions of the resolution or trust agreement may be treated as part of the cost of a project to which the trust agreement pertains or as part of the cost of the operation of the project.

(e)  Bonds may be delivered by the authority as payment of the purchase price of any project or part thereof, or a combination of projects or parts thereof, or as the purchase price or exchange for any property, real, personal, or mixed, including franchises or services rendered by any contractor, engineer, or other person, all at one time or in blocks from time to time, in such manner and upon such terms as the board determines.

(f)  Pending the preparation of definitive bonds, the board may issue interim certificates or receipts or temporary notes or bonds, in a form and with such provisions as the board establishes, exchangeable for definitive bonds when the bonds have been executed and are available for delivery. The board may also provide for the replacement of any bonds that become mutilated, lost, or destroyed.

(g)  All bonds issued on behalf of the authority must state on the face thereof that they are payable, both as to principal and interest, solely from assets of the authority pledged therefor and do not constitute an obligation, either general or special, of the state or of any local government.

(2)  NEGOTIABILITY OF BONDS.--Any bond issued under this act or any temporary bond, in the absence of an express recital on the face thereof that it is nonnegotiable, is fully negotiable and constitutes a negotiable instrument within the meaning and for all proposes of the law merchant and the laws of the state.


(a)  Notwithstanding any other law to the contrary, all bonds issued under this act constitute legal investments for savings banks, banks, trust companies, insurance companies, executors, administrators, trustees, guardians, and other fiduciaries and for any board, body, agency, instrumentality, county, municipality, or other political subdivision of the state.

(b)  Any bonds issued by the authority are incontestable in the hands of bona fide purchasers or holders for value and are not invalid because of any irregularity or defect in the proceedings for the issue and sale thereof or because of any initiative or referendum taking place after the bonds are issued.

(4)  COVENANTS.--Any resolution authorizing the issuance of bonds may contain any covenants the board finds advisable. All the covenants constitute valid and legally binding and enforceable contracts between the authority and the bondholders, regardless of the time of issuance thereof.

(5)  ACT FURNISHES FULL AUTHORITY FOR ISSUANCE OF BONDS.--This act constitutes full authority for the issuance of bonds and the exercise of the powers of the authority. No procedures or proceedings, publications, notices, consents, approvals, orders, acts, or things by the board, or any board, officers, commission, department, agency, or instrumentality of the authority, other than those required by this act, are required to perform anything under this act, except that the issuance or sale of bonds under this act must comply with the general-law requirements applicable to the issuance or sale of bonds by the authority, including, but not limited to, s. 189.4085

(6)  PLEDGE BY THE STATE TO THE BONDHOLDERS OF THE AUTHORITY.--The state pledges to the holders of any bonds issued under this act that it will not limit or alter the rights of the authority to own, acquire, construct or reconstruct, improve, maintain, operate, or furnish the projects provided for in this act or hereafter and to fulfill the terms of any agreement made with the holders of the bonds or other obligations and that it will not in any way impair the rights or remedies of the holders.

History.--s. 10, ch. 2000-348; s. 23, ch. 2004-305.