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5 <br />CERTIFICATE AS TO ARBITRAGE <br />AND CERTAIN OTHER TAX MATTERS <br />I, Jeffrey R. Smith, Clerk of the Circuit Court and ex -officio Clerk of the Board of <br />County Commissioners of Indian River County, Florida (the "Issuer"), with respect to the <br />$20,369,000 Limited General Obligation Note, Series 2015 (the "Note"), dated April 9, 2015 and <br />being issued this day, DO HEREBY CERTIFY that: <br />1. AUTHORIZATION AND DEFINITIONS. The Note is being issued pursuant <br />to the authority contained in Chapter 125, Part I, Florida Statutes, and other applicable provisions <br />of law, and Resolution No. 2005-059 of the Issuer, adopted May 17, 2005, as amended and <br />supplemented, and particularly as supplemented by Resolution No. 2015-047 of the Issuer, <br />adopted April 7, 2015 (collectively, the "Resolution"). The Note constitutes a "Bond" for <br />purposes of the Resolution. <br />The terms defined in the Resolution shall retain the meanings set forth therein when used <br />in this Certificate unless the context clearly indicates another meaning is intended. Other terms <br />used in this Certificate shall have the meanings set forth for same in other provisions hereof or in <br />the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations <br />promulgated thereunder and under the Internal Revenue Code of 1954, as amended (collectively, <br />the "Code") or in the Arbitrage Rebate Statement attached hereto as Exhibit A, in each case <br />unless the context clearly indicates another meaning is intended. <br />2. PURPOSE; ALLOCATION. <br />The Note is being issued to provide funds sufficient, together with other available <br />moneys of the Issuer, to (i) refund the Issuer's Limited General Obligation Bonds, Series 2006, <br />maturing in the years 2017 through 2021 (the "Refunded Bonds") and (ii) pay certain costs and <br />expenses related to issuance of the Note. <br />3. FACTS, ESTIMATES AND CIRCUMSTANCES. On the basis of the facts, <br />estimates and circumstances in existence on the date hereof, I reasonably expect the following <br />with respect to the Note and with respect to the proceeds of the Note: <br />(a) NET PROCEEDS <br />(i) Total. The amount of proceeds received by the Issuer from the sale of the <br />Note (the "Net Proceeds"), is the principal amount of $20,369,000. <br />