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<br />OF A TENDER AGENCY AGREEMENT, DESIGNATING A
<br />REMARKETING AGENT AND A TENDER AGENT AND MAKING
<br />CERTAIN OTHER APPOINTMENTS; AND PROVIDING CERTAIN
<br />OTHER DETAILS IN CONNECTION THEREWITH.
<br />BE IT RESOLVED by the BOARD OF COUNTY COMM
<br />(the "Board") of INDIAN RIVER COUNTY, FLORIDA (the "Issuer") that:
<br />SECTION 1. This Resolution is adopted pursuant to the Constitution
<br />of the State of Florida, Part Il of Chapter 159, Florida Statutes, as amended,
<br />Chapter 125, Florida Statutes, as amended, and other applicable provisions of law
<br />(collectively, the "Act").
<br />SECTION 2. "Chairman" as used herein refers to both the Chairman
<br />and Vice Chairman of the Board, unless specifically indicated otherwise.
<br />Throughout this document when reference is made to "Chairman", the Chairman or
<br />Vice Chairman may act independently and interchangeably in performing the
<br />duties and functions resolved herein. All other terms used herein in capitalized
<br />form, unless otherwise defined herein, shall have the same meanings as ascribed to
<br />them in the Resolution pertaining to the Bonds referenced below (the "Inducement
<br />Resolution"), adopted by the Board on May 18, 1999.
<br />SECTIONS. The Board hereby finds, determines and declares as
<br />follows:
<br />A. In the Inducement Resolution, the Board authorized the
<br />issuance of industrial development revenue bonds (the "Bonds") in an aggregate
<br />principal amount not to exceed $18,000,000 upon various conditions named therein,
<br />in order to loan funds to Saint Edward's School, Incorporated (the "Borrower") to
<br />finance or refinance the acquisition, construction and equipping of educational
<br />facilities of the Borrower in Indian River County, Florida more particularly
<br />described in Schedule I attached hereto (the "Project").
<br />B. Pursuant to the Inducement Resolution, the Borrower has now
<br />arranged for the acquisition, construction and equipping of the Project and the
<br />refinancing of portions thereof
<br />C. The Issuer is authorized under the Act to finance the Project as
<br />herein contemplated and to fully perform the obligations of the Issuer in connection
<br />therewith in order to promote the industrial economy of Indian River County, and
<br />the State of Florida, increasing and preserving opportunities for gainful
<br />employment and purchasing power, improving the prosperity and welfare of the
<br />State of Florida and its inhabitants, and otherwise contribute to the prosperity,
<br />health and welfare of Indian River County, the State of Florida and the inhabitants
<br />thereof.
<br />D. The Issuer, as required by the Act, has initially determined that
<br />the interest on the Bonds will be excluded from gross income for federal income tax
<br />purposes under Section 103(a) of the Internal Revenue Code of 1986, as amended,
<br />and applicable regulations thereunder (the "Code"), based in part on a certificate to
<br />be obtained from the Borrower, and the Bonds will not be issued unless the Issuer
<br />has received a satisfactory opinion of bond counsel regarding the fact that the
<br />interest on such Bonds will be excluded from gross income at the time of the
<br />delivery of the Bonds.
<br />E. The Project constitutes "educational facilities," and a `project"
<br />within the meaning and contemplation of the Act, is appropriate to the needs and
<br />circumstances of, and shall make a significant contribution to the economic growth
<br />of Indian River County, Florida, shall provide or preserve gainful employment and
<br />shall serve a public purpose by advancing the economic prosperity and the general
<br />welfare of the State of Florida and its people and by improving living conditions
<br />within the State of Florida.
<br />F. Indian River County, Florida, will be able to cope satisfactorily
<br />with the impact of the Project and will be able to provide, or cause to be provided
<br />when needed, the public facilities, including utilities and public services, that will
<br />be necessary for the construction, operation, repair and maintenance of the Project
<br />and on account of any increases in population or other circumstances resulting
<br />therefrom.
<br />JULY 209 1999
<br />BOOK �� FAGEir
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