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EXHIBIT B <br />FORM OF <br />CONTINUING DISCLOSURE CERTIFICATE <br />This Continuing Disclosure Certificate (the "Disclosure <br />Certificate") is executed and delivered by Indian River County, <br />Florida (the "Issuer") in connection with the issuance of <br />S(45,000,000] Indian River County, Florida, Water and Sewer Revenue <br />Bonds, Series 1996 (the "Bonds"). The Bonds are being issued <br />pursuant to Resolution No. 93-80 adopted by the Issuer on April 13, <br />1993, as supplemented from time to time, including by Resolution <br />No. 96- adopted by the Issuer on (February 27], 1996 <br />(collectively, the "Resolution"). The Issuer covenants and agrees <br />as follows: <br />SECTION 1. Purpose of the Disclosure Certificate. This <br />Disclosure Certificate is being executed and delivered by the <br />Issuer for the benefit of the Holders and Beneficial Owners of the <br />Bonds and in order to assist the Participating Underwriters in <br />complying with S.E.C. Rule 15c2 -12(b)(5). <br />SECTION 2. Definitions. In addition to the definitions set <br />forth in the Resolution, which apply to any capitalized term used <br />in this Disclosure Certificate unless otherwise defined in this <br />Section, the following capitalized terms shall have the following <br />meanings: <br />"Annual Report" shall mean any Annual Report provided by the <br />Issuer pursuant to, and as described in, Sections 3 and 4 of this <br />Disclosure Certificate. <br />"Beneficial owner" shall mean any person which (a) has the <br />power, directly or indirectly, to vote or consent with respect to, <br />or to dispose of ownership of, any Bonds (including persons holding <br />Bonds through nominees, depositories or other intermediaries), or <br />(b) is treated as the owner of any Bonds for federal income tax <br />purposes. <br />"Business Day" shall mean any day other than a Saturday, <br />Sunday or a day when banks in the City of New York, New York, or in <br />Indian River County, Florida, or in the cities in which the <br />Principal Offices of the Issuer or the Paying Agent are required or <br />authorized by law to be closed or on which the New York Stock <br />Exchange is closed. <br />"Dissemination Agent" shall mean the Clerk of the Circuit <br />Court in and for Indian River County, Florida, or any successor or <br />alternate Dissemination Agent designated in writing by the Issuer <br />and which has filed with the Issuer a written acceptance of such <br />designation. <br />