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DRAFT #1: 05/20/24 <br />262-00014.E1 <br />CONTINUING DISCLOSURE CERTIFICATE <br />This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed <br />and delivered by Indian River County, Florida (the "County") in connection with the <br />issuance of $[ ] aggregate principal amount of its Indian River County, Florida <br />General Obligation Bonds, Series 2024 (the "Series 2024 Bonds"). The Series 2024 Bonds <br />are being issued pursuant to Resolution No. [ adopted by the Board of County <br />Commissioners of the County (the "Board") on June , 2024 (the "Bond Resolution"). <br />Capitalized terms used but not otherwise defined herein shall have the same meaning as <br />when used in the Bond Resolution unless the context would clearly indicate otherwise. The <br />County covenants and agrees as follows: <br />SECTION 1. PURPOSE OF DISCLOSURE CERTIFICATE. This <br />Disclosure Certificate is being executed and delivered by the County for the benefit of the <br />Series 2024 Bondholders and to assist the Underwriter of the Series 2024 Bonds in <br />complying with the continuing disclosure requirements of Rule 15c2-12 promulgated by <br />the Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act <br />of 1934 (the "Rule"). <br />SECTION 2. NATURE OF UNDERTAKING. The County, in accordance <br />with the Rule, hereby covenants to provide or cause to be provided to the Electronic <br />Municipal Market Access system ("EMMA") and maintained by the Municipal Securities <br />Rulemaking Board (the "MSRB") for purposes of the Rule and any other entity authorized <br />and approved by the SEC from time to time to act as a repository for purposes of complying <br />with the Rule: <br />(a) (i) annual financial information and operating data of the type <br />described as "Annual Information" in Section 3(a) hereof for each Fiscal Year <br />ending on or after September 30, 2024, not later than the following April 30, and <br />(ii) audited financial statements of the County for each such Fiscal Year, not later <br />than the following April 30, if then available as described in the final paragraph of <br />this Section 2; and <br />(b) in a timely manner not in excess of ten business days after the <br />occurrence of any Specified Event described in Section 3(b) hereof (a "Specified <br />Event"), notice of (i) any Specified Event described in Section 3(b) hereof, (ii) the <br />County's failure to provide the Annual Information on or prior to the date specified <br />above, and (iii) any change in the accounting principles applied in the preparation <br />of its annual financial statements, any change in its Fiscal Year, and the termination <br />of the County's continuing disclosure obligations. <br />The County expects that audited annual financial statements will be prepared and <br />will be filed together with the Annual Information identified below. The accounting <br />171 <br />