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HomeMy WebLinkAbout1988-041n M 00Y, ©0 �acs� ���» � .•s�'z S� ,p�R a aR RESOLUTION 88.41 A RESOLUTION AMENDING AND SUPPLEMENTING RESOLUTION NO. 85-36 OF INDIAN RIVER COUNTY, FLORIDA, ENTITLED: "RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $5,165,000 IMPROVEMENT BONDS, SERIES NO. 21 OF INDIAN RIVER COUNTY, FLORIDA, TO FINANCE THE COST OF THE ACQUISITION AND CONSTRUCTION OF CERTAIN SEWAGE COLLECTION AND TREATMENT IMPROVEMENTS TO THE COMBINED WATER AND SEWER SYSTEM OF THE COUNTY; PROVIDING FOR THE RICHTS OF THE HOLDERS THEREOF AND PLEDGING FOR THE PAYMENT THEREOF THE PROCEEDS FROM SPECIAL ASSESSMENTS FOR IMPACT FEES LEVIED, AGAINST PROPERTY SPECIALLY BENEFITED BY SUCH IMPROVEMENTS; AND PROVIDING AN EFFECTIVE DATE", BY CHANGING CERTAIN INTEREST RATE, PAYMENT, REDEMPTION, FLOW -OF -FUNDS AND SECURITY PROVISIONS APPLICABLE TO THE SERIES NO, 2 BONDS AND MODIFYING SUCH BONDS ACCORDINGLY; AND BY ESTABLISHING CERTAIN PROVISIONS REGARDING: (1) COMPLIANCE WITH APPLICABLE FEDERAL INCOME TAX LAWS, (2) ASSIGNMENT OF THE SERIES NO, 2 BONDS BY THE CURRENT HOLDER THEREOF TO THE PURCHASER THEREOF, (3) APPLICATION OF THE FUNDS PAID BY SUCH PURCHASER, (4) EXECUTION AND DELIVERY OF, AND PERFORMANCE BY THE COUNTY OF ITS OBLIGATIONS UNDER, ALL CLOSING DOCUMENTS REQUIRED IN CONNECTION WITH THE SUBJECT TRANSACTION, AS APPROVED BY BOND COUNSEL, AND (5) SATISFACTION BY THE COUNTY OF ANY OTHER REQUIREMENTS, AS APPROVED BY BOND COUNSEL, IMPOSED BY THE PURCHASER OF THE SERIES NO. 2 BONDS IN CONNECTION WITH CONSUMMATING THE SUBJECT TRANSACTION; AND PROVIDING THE EFFECTIVE DATE HEREOF, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA THAT: ARTICLE 1 AUTHORITY FOR RESOLUTION, This Resolution (hereinafter, the 01988 Amending Resolution") is adopted by Indian River County, Florida (the "County") pursuant to the provisions of Chapter 125, Florida Statutes (1987), as amended, Ordinance No. 83-46 of the County, including the provisions of Chapter 170, Florida Statutes, incorporated therein, as emended by Ordinance No. 84-51 of the County (collectively, the "Authorizing Ordinance"), and other applicable provisions of law, which Resolution ARTICLE 2 DEFINITIONS. All terms and phrases used herein shall have amended by the Board on June 5, 1985 by Resolution No. the meanings ascribed to them in the Series No. 2 Resolution, as hereinafter (the " 1985 Amending defined, except as otherwise specifically provided herein, ARTICLE 3 FINDINGS. It is hereby ascertained, determined and declared that: 3.10, The Board of County Commissioners of Indian River County, Florida (hereinafter, the "Board"), on March 20, 1985, duly adopted Resolution No, 85-36 entitled: "RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING +y: $5,1650000 IMPROVEMENT BONDS, SERIES NO. 21 OF INDIAN RIVER t.S. COUNTY, FLORIDA, TO FINANCE THE COST OF THE ACQUISITION AND c? CONSTRUCTION OF CERTAIN SEWAGE COLLECTION AND TREATMENT e IMPROVEMENTS TO THE COMBINED WATER AND SEWER SYSTEM OF THE eta COUNTY; PROVIDING FOR THE RIGHTS OF THE HOLDERS THEREOF AND 4''. PLEDGING FOR THE PAYMENT THEREOF THE PROCEEDS FROM SPECIAL ASSESSMENTS FOR IMPACT FEES LEVIED, AGAINST PROPERTY SPECIALLY BENEFITED BY SUCH IMPROVEMENTS; AND PROVIDING AN EFFECTIVE DATE", which Resolution was duly amended by the Board on June 5, 1985 by Resolution No. 85-62 (the " 1985 Amending Resolution") entitled: "A RESOLUTION AMENDING A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, ENTITLED: J !z 'RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $5,165,000 IMPROVEMENT BONDS, SERIES NO. 21 OF INDIAN RIVER Q COUNTY, FLORIDA, TO FINANCE THE COST OF THE ACQUISITION AND CONSTRUCTION OF CERTAIN SEWAGE COLLECTION AND TREATMENT IMPROVEMENTS TO THE COMBINED WATER AND SEWER SYSTEM OF THE COUNTY; PROVIDING FOR THE RIGHTS OF THE HOLDERS THEREOF AND PLEDGING FOR THE PAYMENT THEREOF THE PROCEEDS FROM SPECIAL ASSESSMENTS FOR IMPACT FEES LEVIED AGAINST PROPERTY SPECIALLY .`. BENEFITED BY SUCH IMPROVEMENTS; AND PROVIDING AN EFFECTIVE DATE,' 60 DULY ADOPTED ON MARCH 20, 1985, BY MAKING CERTAIN TECHNICAL CORRECTIONS TO CONFORM TO THE LOAN COMMITMENT BY FLORIDA NATIONAL BANK WITH RESPECT TO THE BONDS; AND PROVIDING AN OG3f EFFECTIVE DATE." (Resolution No. 85.36, as amended by Resolution No, 85-62 is hereinafter referred to as the "Series No. 2 Resolution"). 3,20, Florida National Bank, Jacksonville, Florida (hereinafter, the "Holder" or "Florida National"), is the Registered Owner of all of the outstanding Bonds, In the aggregate outstanding principal amount, as of the date hereof, of $2,797,675, 3.30, The Holder has agreed to sell and assign, without recourse, or otherwise transfer the ownership of, all of the Bonds outstanding on the date of assignment (hereinafter, the 111988 Closing Date") to Ford Motor Credit Company (hereinafter, the "Purchaser"), upon the Holder's receipt of immediately available funds in an amount equal to the aggregate outstanding principal amount of Bonds as of the 1988 Closing Date (hereinafter, the "Principal Amount"), plus accrued interest thereon to such date, in accordance with the original terms of the Bonds (hereinafter, the "Interest Amount"). 3.401 The Purchaser has agreed to purchase all of the outstanding Bonds on the 1988 Closing Date, at a lower effective interest cost to the County, in accordance with the terms and provisions of that certain Memorandum of Purchase attached hereto as Exhibit I (hereinafter, the "Commitment") and made a part hereof, by (A) paying the Holder, in accordance with Article 3.30, the Principal Amount, in exchange for the Holder's assignment of the Bonds to the Purchaser; (B) on or prior to the 1988 Closing Date, consenting and agreeing in writing to certain modifications and amendments to the Bonds and the Series No. 2 Resolution, as set forth herein; and (C) on the 1988 Closing Date, providing such written assurances of the same and any related closing documents as are reasonably required by bond counsel for the County (hereinafter, "Bond Counsel"), 3.50. The County has made provision to pay to the Holder, on the 1988 Closing Date, the Interest Amount. 3.60. All moneys on deposit or deposited, from time to time, in the Construction Fund with respect to the Project have been properly expended to pay allowable coats of the Project, in accordance with the Series No, 2 Resolution, and there are no funds remaining in the Construction Fund or anticipated to be deposited therein, as of the date hereof. 3.70. The County has made, and the Bond Registrar has properly applied, the following principal payments and prepayments with respect to the Bonds: 2 t a Date C) 01-02-86 07-03-86 12-31-86 01-04.88 UM Amount of Principal Payment $109,425.00 490,000,00 995,000.00 772,900.00 c: . 4 Ya=1 $5,165,000,00 51055,757.00 41565,575.00 3,570,575.00 21797,675.00 3,80. The County has paid all interest on the Bonds through January 1, 3.90. It is, therefore, necessary and desirable to adopt this 1988 Amending Resolution to amend and supplement the Series No, 2 Resolution with regard to certain interest rate, payment, redemption, flow -of -funds and security provisions applicable to the Bonds; to modify such Bonds accordingly; and to establish certain provisions regarding: (i) compliance with applicable federal income tax laws, (ii) assignment of the Bonds by the Holder to the Purchaser, (iii) payment to the Holder of the Principal Amount and the Interest Amount, (iv) execution and delivery of, and performance by the County and the Purchaser of their respective obligations under, all closing documents required in connection herewith, as approved by Bond Counsel (hereinafter, the "Closing Documents"), and (v) satisfaction by the County and the Purchaser of any other requirements, as approved by Bond Counsel, with respect hereto. The transaction contemplated hereunder is hereinafter referred to as the 111988 Transaction," ARTICLE 4 AMENDMENTS TO SERIESRESOLUTION, Resolution is hereby amended, as follows: 4.10. Section 2, beginning on page 2, shall be amended by adding the following definition immediately after definition M. "H(1). "Resolution" shall mean this resolution as amended and supplemented from time to time as permitted hereunder." 4,20. Section 5, beginning on page 4, shall be amended by (A) Inserting in the tenth (10th) line of the first paragraph thereof, after the words "and shall bear interest", the words "prior to the 1988 Closing Date"; (B) inserting in the thirteenth (13th) line of the first paragraph thereof, after the word "installments", the words "applicable on and prior to the 1988 Closing Date"; (C) adding after the first paragraph thereof, the following new paragraph: "From and including the 1988 Closing Date, the Bonds shall bear interest at the rate of 8.478 per annum, payable on January 1st of each year thereafter until maturity. The amortization installments applicable after the 1988 Closing Date, in lieu of those applicable on and prior to the 1988 Closing Date, are hereby established for the Bonds as $349,709.38 each year, to and including the maturity date, and such Bonds, as will be selected by lot, shall be deemed to be due on January 1 of each year. In the event of any optional partial redemption of the Bonds, each remaining mandatory amortization installment, as specified above, shall be reduced by an equal amount, so as to establish a now amortization schedule providing full amortization with equal annual amortization installments, the last of which shall be due on January 1, 1996."; and (D) inserting at the beginning of the second (2nd) paragraph thereof, before the words "if any of the Bonds", the words "Prior to the 1988 Closing Date," and inserting at the and of such paragraph, after the words "in (a) above", the words "through, but not including, the 1988 Closing Date." 4.30, Section 11, as set forth beginning on page 2 of the 1965 Amending Resolution, shall be amended by (A) adding, at the beginning of the second (2nd) paragraph thereof, before the word "principal", the words "On and prior to the 1988 Closing Date, pursuant to the provisions of Section 5 of the Resolution", and (B) adding, at the and of the second (2nd) paragraph thereof, after the words "redemption price", the following: 3 UNITED STATES OF AMERICA STATE OF FLORIDA INDIAN RIVER COUNTY IMPROVEMENT BOND, SERIES NO, 2 8.474 PER ANNUM DUE JANUARY 1, 1996 DATED: S KNOW ALL HEN BY THESE PRESENTS, that Indian River County, Florida (hereinafter called "County"), for value received, hereby promises to pay to the order of or registered assignees, on the date specified above, solely from the special funds hereinafter mentioned, the principal sum of DOLLARS upon the presentation and surrender hereof at the office of the Ex-Offico Clerk of the Board of County Commissioners of the County, or such bank or trust company as the County may from time to time appoint, as paying agent and bond registrar (hereinafter called "Bond Registrar"), and to pay interest thereon from the dated date of this bond or from the most recent interest payment date to which interest has been paid, whichever is later, until payment of such sum, at the rate per annum set forth above, payable on January 1, 1989, and annually thereafter on the first day of January of each year, by check or draft mailed to the registered owner at his address as it appears on the registration books of the Bond Registrar on the fifteenth day of the month preceding the applicable interest payment date. Both principal of and interest on this bond are payable in lawful money of the United States of America. This bond is one of an authorized issue of bonds, in the original aggregate principal amount of $5,165,000 (the "Bonds") originally issued, authenticated and delivered by the County on June 7, 1985 to finance the cost of the acquisition and construction of certain sewage collection and treatment improvements to the combined water and newer system of the County (hereinafter called the "Project"), under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Florida Statutes as amended, Ordinance No. 83-46 of the County, as amended and supplemented, including the applicable provisions of Chapter 170, Florida Statutes, as amended incorporated therein, and other applicable provisions of law, and Resolution No. 85-36 duly adopted by the Board of County Commissioners of the County on March 20, 1985 as amended and supplemented (hereinafter called the "Resolution"), and is subject to all the terms and conditions of the Resolution. This bond is payable solely, except as hereinafter described, from and secured solely by a prior lien upon and a pledge of the proceeds of special assessments for impact fees levied against benefited property to finance the cost of the acquisition and construction of the Project, and the interest and penalties on such special assessments (hereinafter collectively called the "Assessments"). In addition, this bond shall be payable from funds of the County derived from sources other than ad valorum taxation and legally available for such purpose, to the extent the Assessments are ever insufficient therefor, all as provided in the Resolution, The Assessment liens upon benefited property may be released upon deposit with the County of Federal Securities, as defined and provided in the Resolution. It is expressly agreed by the registered owner of this bond that such registered owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the County for the payment of the principal of and interest on this bond or the making of any other payments specified by the Resolution. It is further agreed between the County and the registered owner of 5 d. this bond that this bond and the obligation evidenced thereby shall not t7a constitute a lien upon any other property of or in the County, but aha ll constitute a lien only upon the Assessments in the manner provided in the Resolution. This band may be transferred only upon the books of the County kept by the Bond Registrar upon surrender thereof at the principal office of the Bond ® Registrar with an assignment duly executed by the registered owner or his duly *• authorized attorney, but only in the manner, subject to the limitations and upon payment of the charges, if any, provided in the Resolution, and upon surrender and cancellation of this bond. Upon any such transfer, there shall be executed 0 p ---µ and the Bond Registrar shall deliver, a new fully registered bond or bonds, payable to the transferee, in authorized denominations and in the same aggregate principal amount, series, maturity and interest rate as this bond. 0© `^ I In like manner, subject to and upon the payment of such charges, if any, the �i registered owner of this bond may surrender the same (together with a written authorization for exchange satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney) in exchange for an equal aggregate principal amount of fully registered bonds in authorized denominations and of the same series, maturity and interest rate as this bond, a i _ It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this bond exist, have happened and have been performed in regular and due form and time as required by the Constitution and laws of the State of Florida a ITapplicable thereto. x This bond is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida. On July 1, 1988, and on each January 1 and July 1 thereafter, after providing for the payment of interest on the Bonds on the next annual interest payment date and principal on the Bonds on the next mandatory amortization installment due date, the County shall, from money on deposit in the Improvement Fund, Series No. 2 created and established by the Resolution, redeem the Bonds, or portions thereof, at a price of par and accrued interest to the redemption date, to the extent necessary to exhaust the Improvement Fund. On January 1, 1989, and on each January let thereafter through and including January 1, 1996, the County shall make mandatory amortization installments to redeem, at par, with accrued interest thereon, such portions of the Bonds as required by the Resolution, such bonds or portions thereof to be redeemed to be selected by lot in accordance with the Resolution. In addition, this bond shall be redeemable at any time, at the option of the County, in whole or in part, at the price of the principal amount hereof being redeemed, plus accrued interest thereon to the date of redemption. Notice of redemption shall be given in the manner provided in the Resolution. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of authentication hereon shall have been executed by the Bond Registrar, IN WITNESS WHEREOF, Indian River County, Florida, has issued this bond and has caused the same to be executed by the Chairman of its Board of County Commissioners and attested and countersigned by the Clerk of the Board, either manually or with their facsimile signatures, and the corporate seal of the Board, or a facsimile thereof, to be impressed, imprinted or otherwise reproduced hereon, all as of INDIAN RIVER COUNTY, FLORIDA (SEAL) By: Chairman, Board of County ATTESTED AND COUNTERSIGNED: Commissioners Exwofficio Clerk, Board of County Commissioners 2 N CD C Wk W CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR This bond is one of the within described Bonds, Date of Authentication: Ex -officio Clerk, Board of County Commissioners, Indian River County, Florida, As Bond Registrar VALIDATION CERTIFICATE This bond is one of the series of bonds of Indian River County, Florida which were validated and confirmed by judgment of the Circuit Court for Indian River County, Florida, rendered on April 29, 1985: By: STATE OF FLORIDA COUNTY OF INDIAN RIVER Chairman, Board of County Commissioners I, the undersigned, Ex•bfficio Clark of the Board of County Commissioners of Indian River County, Florida, hereby certify that the aggregate amount of special assessment liens levied, unpaid and not delinquent as of the dated date of this bond, the proceeds of which are pledged to the payment of the Improvement Bonds, Series No. 2, of the County, of which this bond is one, are at least equal to the outstanding aggregate principal amount of said Improvement Bonds, Series No, 21 of the County, Ex -Officio Clerk, Board of County Commissioners The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the antiretioa UNIF GIF MIN ACT (Cult.) Custodian for (Minor) JT TEN as joint tenants with under uniform Gifts to Minors right of survivorship Act on and not as tenants (State) in common Additional abbreviations may also be used though not in list above, ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to 7 L i 4.50. Section 15, as set forth beginning on page 3 of the 1985 i' Amending Resolution, shall be amended by: (A) substituting, the first (lot) line of Section 15.A,, the word "TWO" for the words "ONE". C31 (B) deleting, in Section 15.A., the words "with Florida r National Bank, Vero Beach, Florida,; (D) (i) inserting, after the words "issuance of the Bonds" appearing in the fourth (4th) line of Section 15,H, the words "or the 1988 Closing Date, as the case may be,", (11) inserting, after the word 'Coda" appearing in the fifth (5th) Line of section 15.H., the words "of 1954 or 1966, as the case may be, as amended and supplemented (referred to herein as "Internal Revenue Code" or "Coda")", (iii) inserting, after "Section 103(c)" appearing in the seventh (7th) line of such Section 15.H., the words "or Sections 103(b) and 148, as the case may be", and (iv) inserting at the and of such Section, after the word "Service", the following: "The County will comply with all requirements of applicable provisions of the Code, including, without limitation, the applicable provisions of Section 1.103-13, 1.103-14 and 1.103-15 of the applicable regulations heretofore published in the Federal Register and with the applicable provisions of any other regulations hereafter published," 4.60. Section 2, (C) substituting, in the last paragraph of Section 1, shall be amended to add thereto the capitalized 15,A., the words "in those investments specified in OD �^ the Section 125,31, Florida Statutes (1987)" for the "y words "in certificate of deposit or the Florida Cold account, issued or maintained, as the case may be, by the Bank". (D) (i) inserting, after the words "issuance of the Bonds" appearing in the fourth (4th) line of Section 15,H, the words "or the 1988 Closing Date, as the case may be,", (11) inserting, after the word 'Coda" appearing in the fifth (5th) Line of section 15.H., the words "of 1954 or 1966, as the case may be, as amended and supplemented (referred to herein as "Internal Revenue Code" or "Coda")", (iii) inserting, after "Section 103(c)" appearing in the seventh (7th) line of such Section 15.H., the words "or Sections 103(b) and 148, as the case may be", and (iv) inserting at the and of such Section, after the word "Service", the following: "The County will comply with all requirements of applicable provisions of the Code, including, without limitation, the applicable provisions of Section 1.103-13, 1.103-14 and 1.103-15 of the applicable regulations heretofore published in the Federal Register and with the applicable provisions of any other regulations hereafter published," 4.60. Section 2, beginning on page 1, shall be amended to add thereto the capitalized terms that are defined in the 1988 Amending Resolution. 4,70, Section 14, beginning on page 19, shall be amended to add the following additional paragraph: "Notwithstanding anything to the contrary contained in this Series No, 2 Resolution, from and after the 1988 Closing Date no part of the Assessments shall be applied to, pledged to, deemed to be security for.or a source of payment for, any amounts due or to become due with respect to any Prior Lien Obligation, the lien of the Bonds upon the Assessments shall not be junior, subordinate or inferior to the lien thereon of the Prior Lien Obligations, the Assessments shall in no way be deemed subject to the terms and provisions of the resolutions authorizing the issuance of the Prior Lien Obligations, and all provisions hereof with respect to the Prior Lien Obligations and the resolutions authorizing their issuance are hereby deleted and made inoperative and of no force or effect. This paragraph is the result of a Clarification and Waiver dated May 18, 1988 from the United States of America acting by and through the U, S. Department of Agriculture Farmers Home Administration, the holder of all the prior Lien Obligations, a copy of which is attached to the 1988 Amending Resolution, as Exhibit II and made a part thereof," 4,80, Paragraph C of Section 3, on page 3, shall be amended by adding, immediately after the first sentence thereof, the sentence "From and after the 1988 Closing Date said lien and pledge shall not be junior, subordinate or inferior to the lien of the holders of the Prior Lien Obligations,", ARTICLE 5 AUTHORIZATION AND CONSUMMATION OF THE 1988 TRANSACTION, The 1988 Transaction is hereby authorized. The Chairman and Ex -Officio Clerk of the Board and the proper officers of the County are hereby authorized and instructed by the Board to enter into, execute, seal and deliver, on behalf of the County, V1 such documents, certificates and agreements as are approved by Bond Counsel and are required in connection with the negotiation, commitment and consummation of the 1988 Transaction, including, but not limited to, the Commitment, Bonds and ® the Closing Documents, ARTICLE 6. DELIVERY OF BONDS. The County hereby acknowledges and agrees with the Purchaser that the County will cause to be delivered to the Purchaser, upon receipt of all outstanding Bonds on the 1988 Closing Date, as originally issued, Bonds reflecting the modifications and amendments made by the 1988 Amending Resolution, in substantially the same form and substance as set forth in the 1988 Amending Resolution. 0 0 ARTICLE 7 SEVERABILITY OF INVALID PROVISIONS. If any one or more of the provisions herein contained shall be held contrary to any express provision �° of law or contrary to the policy of express law, though not expressly n~ prohibited, or against public policy, or shall for any reason whatsoever be held 0 © invalid, then such provisions shall be null and void and shall be deemed separable from the remaining provisions and shall in no way affect the validity 4 of any of the other provisions hereof. ?dFt 1 ` ARTICLE 8 REPEALING CLAUSE. Any and all prior resolutions and other rm actions of the Board, or parts thereof, in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. 5t ARTICLE 9 EFFECTIVE DATE. This Resolution shall take effect 7 °.r immediately upon its adoption. The foregoing Resolution was offered by Commissioner nnf✓mnn who moved its adoption. The motion was seconded by Commissioner n; and, upon being put to a vote, the vote was as follows: Chairman Don C. Scurlock, Jr. Vice Chairman Cary C. Wheeler A § w Commissioner Richard N. Bird, - Commissioner Margaret C. Bowman A o Commissioner Carolyn K. Eggert Absaa� s'k"n The Chairman thereupon declared the Resolution duly passed and adopted this 28th day of June, 1988. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA ATTEST: By. C��iPL�ll Don C. Scurlock, Chairman Fred& Wright, n Ex -Officio Clerk Q e it SAL).. :`,�: ?:; APPROVED AS TO FORM AND Charles..P". Vitunac, County Attorney NJ 10 �K5. Flra! Union Yntional Bank of Florida P.O. Box 2000 Jacksonviiie. Florida 32231.0010 904.361.2265 MEMORANDUM OF PURCHASE TAX EXEMPT BONDS $430,000 Outstanding Principal Amount Improvement Bonds, Series No.l ' Issued September 25, 1984 $2,797,675 Outstanding Principal Amount Improvement Bonds, Series No. 2 (Issued January 25, 1985) Indian River County, Florida June 23, 1988 Board or County Commissioners of Indian River County Florida c/o Mr. Joseph A. Baird Director of OMB Indian River County Vero Beach, Florida Dear Mr. Baird, First Union National Bank of Florida (the "Bank") is pleased to advise you that, subject to the terms and conditions, hereinafter set forth and acceptance and approval thereof, as evidenced by the execution of this agreement on behalf of Indian River County (the "Issuer") by the Chairman of the Board of County Commissioners. The Bank hereby agrees to accept for purchase the above•described Bonds of the Issuer (the "Bonds"), at the price, bearing Interest at the rate and having such other terms and provisions as specified in the respective bond resolutions of the Issuer, except as otherwise specified in Exhibits A and B hereto, on behalf of one or more accredited Institutional Investors (the "Purchaser") represented by the Bank. The closing (the "Closing") shall be held on or about June 28, 1988, at the above offices of the Issuer, or at such other time and/or other place as shall be mutually agreeable to the Issuer and to the Bank, At the Closing, the Purchaser shall make payment with respect to principal rot the Bonds in clearinghouse funds and shall execute and deliver such Closing Documents as reasonably required by Bond Counsel upon assignment and delivery of the Bonds to the Purchaser and the delivery to the Purchaser of all the Closing Documents, The Closing Documents shall include the following, each properly EXHIBIT I (D C) t10 � .. s`'=e'` executed, certified or otherwise verified, dated as of the date of the Closing, and in such form and quantic as shall be satisfactory to Bond Counsel("Bond rY , • Y Counsel") and the Purchaser: I. Certified copies of the Issuer's Ordinance No. 83.46 and Resolutions No. 84.48 (Series No. 1) and 85.36 and 85-62 (Series No. 2) authorizing issuance of the Bonds including any amendments and supplements thereto (the "Resolutions"), and its minutes authorizing the Issuer's execution _* and delivery of this, agreement, all as may be amended and supplemented. k.. 2. Customary closing certificates, including those confirming that there Is no litigation pending or, to the Issuer's knowledge, threatened (either in state or federal courts) to restrain or enjoin the assignment to the Purchaser, or the modification of the Bonds or the collection of the special assessments pledged to pay the principal of the interest on the Bonds (the y "Special Assessments") or in any manner questioning the proceedings or authority under which the Bonds are issued or affecting the validity thereof or of any provisions made or authorized for their payment or affecting the existence of the Issuer or the title of Its present officers or any of them to ry their respective offices, or contesting the validity of this agreement, and such other closing certificates as shall be reasonably requested, 3. The approving opinion of Bond Counsel, addressed to the Issuer and Purchaser and dated the date of the Closing satisfactory to the Purchaser, 4. Counsel to the Purchaser, Foley & Lardner (or any other firm selected by the Purchaser) must be satisfied with all closing documents, 5. An opinion of the Issuer's Counsel, addressed to the Issuer, to Bond Counsel, to the Bank and to the Purchaser and dated the date of the Closing, to the effect that the assignment and modification of the Bonds, under circumstances contemplated hereby, do not and will not in any material respect conflict with or constitute on the part of the Issuer a breach of or default under any existing law, regulation, court order or consent decree to which the Issuer is subject; and that no litigation or proceeding is pending or, to the best of the knowledge of Issuer's Counsel, threatened against the Issuer to restrain or enjoin the assignment or modification of the Bonds, as contemplated hereby. 6. Such other documents, certificates and information, the request for which by the Bank or the Purchaser shall be reasonable in light of the circumstances. The Issuer shall be responsible for paying the fees and expenses of Its Bond Counsel, and Purchaser's legal costs as shown in Exhibit C. This agreement may be terminated by the Bank of behalf of the Purchaser In writing prior to the Closing if any of the following shall occur: (1) (a) legislation shall have been enacted by Congress, or introduced in Congress, or recommended to Congress for passage by the President of the United States or the United States Department of the Treasury of the Internal Revenue Service or d 00 '. any member of Congress, or favorably reported for passage to either House of ;. Congress by any Committee of such House to which such legislation has been r referred for consideration, or (b) a decision shall have beet. rendered by a cw4 J court established under Article III of the Constitution of the United States or the United States Tax Court or (c) an order, ruling, regulation or a communication (including a press release) shall have been issued by the ° Treasury Department of the United Stales the Internal Revenue Service or the �. Y , Securities and Exchange Commission, or d) any action shall have been taken or statement made by or on behalf of the President of the United States or the United States Department of Treasury or the Internal Revenue Service or any member of the Congress, which indicates or implies that Interest on the Bonds will be declared taxable for federal income tax purposes to a greater extent =x.w` than is currently the case; (ii) there shall have occurred any outbreak of hostilities or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets of the United x States of America being such as, in the opinion of the Purchaser, would make it impracticable for the Purchaser to purchase the Bonds; or (Iii) a general banking moratorium shall have been declared by either federal or Florida . . ,,_ . authorities having jurisdiction and shall be in force. First Union National Bank of Florida /Lesrie Wkby Vice President The Issuer approves and accepts and has duly authorized execution and delivery of the foregoing agreement and, in witness whereof, has caused this endorsement evidencing such acceptance to be executed on its behalf by its undersigned Representative, this _ day of June, 1988. Indian River County, Florida By: Title: C) 0 ® 0 CLARIFICATION AND WAIVER The United States of America, U.S. Department of Agriculture, Farmoro Homo Administration (the "FmHA"), as owner and holder of revenue bonds Issued by Indian River County, Florida (the "County") and Its successors, and Its aoolgn000 of ouch bonds, has determined that the Indian River County wntor `and sawor`systom's Grose Revenues (as ouch term to doflnod In Resolution No. 82-61 adopted by the `. Board of County Commissioners of Indian River County on July tr"? 7, 19629 and In other resolutions of sold Board, all of which resolutions and Resolution No. 82-61 provide for the Issuance of watorland sower revenue bonds by said County) which aro pledged to the payment of the principal of and' Interest on said revenue bonds, all of whiich aro owned by the FmHA, oholl not be doomed to Include any assessments against properties specially benefitted by water and sewer system projects financed solely with such assessments or with the proceeds of bonds payable from such assessments, ouch assessments having boon made in accordance with the provlaio6a of Chapter 1S3, Florida Statutes, as amended, or the provielona of Indian River County Ordinance No. 83-46, and amended, or other ordinances Imposing special asseosmanta, and that such assessments shall not be deemed to be Impact Foes within the definition of ouch term contained In amid Resolution No. 82-61. Dated this 11 6 day of Mayo 1988. UNITED STATES OF AMERICA acting by and through the U.S. DEPARTMENT OF AGRICULTURE FARMERS HOME ADMINISTRATION By _ __ 8ta a Dirootor ---- •Stat of Flori a, Farmers Homo A inistr tion EXHIBIT II CLARIFICATION AND WAIVER The United States of America, U.S. Department of Agriculture, Farmoro Homo Administration (the "FmHA"), as owner and holder of revenue bonds Issued by Indian River County, Florida (the "County") and Its successors, and Its aoolgn000 of ouch bonds, has determined that the Indian River County wntor `and sawor`systom's Grose Revenues (as ouch term to doflnod In Resolution No. 82-61 adopted by the `. Board of County Commissioners of Indian River County on July tr"? 7, 19629 and In other resolutions of sold Board, all of which resolutions and Resolution No. 82-61 provide for the Issuance of watorland sower revenue bonds by said County) which aro pledged to the payment of the principal of and' Interest on said revenue bonds, all of whiich aro owned by the FmHA, oholl not be doomed to Include any assessments against properties specially benefitted by water and sewer system projects financed solely with such assessments or with the proceeds of bonds payable from such assessments, ouch assessments having boon made in accordance with the provlaio6a of Chapter 1S3, Florida Statutes, as amended, or the provielona of Indian River County Ordinance No. 83-46, and amended, or other ordinances Imposing special asseosmanta, and that such assessments shall not be deemed to be Impact Foes within the definition of ouch term contained In amid Resolution No. 82-61. Dated this 11 6 day of Mayo 1988. UNITED STATES OF AMERICA acting by and through the U.S. DEPARTMENT OF AGRICULTURE FARMERS HOME ADMINISTRATION By _ __ 8ta a Dirootor ---- •Stat of Flori a, Farmers Homo A inistr tion EXHIBIT II