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HomeMy WebLinkAbout2001-073 RESOLUTION NO. 2001-073 A RESOLUTION OF INDIAN RIVER COUNTY, FLORIDA AUTHORIZING THE NEGOTIATED SALE OF NOT TO EXCEED $18,000,000 INDIAN RIVER COUNTY, FLORIDA REVENUE BONDS (SPRING TRAINING FACILITY),SERIES 2001; AWARDING THE SALE THEREOF SUBJECT TO THE TERMS AND CONDITIONS OF A BOND PURCHASE CONTRACT;DELEGATING AUTHORITY TO AWARD THE SALE OF THE BONDS TO THE CHAIRMAN OR VICE CHAIRMAN; AUTHORIZING THE DISTRIBUTION OF PRELIMINARY AND OFFICIAL STATEMENTS IN CONNECTION WITH THE DELIVERY OF THE BONDS AUTHORIZING THE EXECUTION OF THE CONTINUING DISCLOSURE AGREEMENT; PROVIDING FOR CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS,the Board of County Commissioners of Indian River County,Florida(the"Issuer") has,by Resolution No.2001-072 adopted on August L,2001 (the"Resolution")authorized the issuance of not to exceed$18,000,000 Indian River County,Florida Revenue Bonds(Spring Training Facility), Series 2001 (the"Bonds")to finance the acquisition,construction,rehabilitation and equipping of the existing baseball spring training facility generally known as"Dodgertown"located in Indian River County, Florida; and WHEREAS,the Issuer now desires to issue bonds to be sold by negotiated sale to William R. Hough&Co.and Hanifen,Imhoff,a Division of Stifel Nicolaus and Company,Inc.(collectively,the "Underwriters"); and WHEREAS,due to the complexity of the financing,the critical importance of the timing of the sale of the Bonds and the willingness of the Underwriters to purchase the Bonds pursuant to the terms and conditions set forth in the Bond Purchase Contract,the form of which is attached as Exhibit"A",it is in the best interest of the public to negotiate the sale of the Bonds with the Underwriters; and WHEREAS,the Issuer desires to sell its Bonds pursuant to the Bond Purchase Contract;authorize distribution of the Preliminary Official Statement and Official Statement in connection with the issuance of the Bonds; and WHEREAS,the Issuer has been or will be provided all applicable disclosure information required by Section 218.385(6), Florida Statutes; and WHEREAS,all capitalized undefined terms used herein shall have the meaning set forth in the Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. Due to the complexity of the financing,the critical importance of the timing of the sale of the Bonds and the willingness of the Underwriters to purchase not to exceed$18,000,000 principal amount of Indian River County,Florida Revenue Bonds(Spring Training Facility), Series 2001 (the "Bonds),it is hereby determined that it is in the best interest of the public and the Issuer to sell the Bonds at a delegated negotiated sale,and such sale to the Underwriters,as detennined by the Chairman or Vice Chairman,is hereby authorized and approved,subject to full satisfaction of the conditions set forth in this Section. The sale shall be in accordance with the terns of the Bond Purchase Contract and in substantially the form attached hereto as Exhibit"A",with such changes,amendments,modifications,omissions and additions thereto as shall be approved by the Chairman or Vice Chairman in accordance with the provisions of this Section,their execution thereof being deemed conclusive evidence of the approval of such changes and full satisfaction of the conditions set forth in this Section. The Bond Purchase Contract shall not be executed by the Chairman or Vice Chairman until such time as all of the following conditions have been satisfied: (A) Receipt by the Chairman or Vice Chairman of a written offer to purchase the Bonds by the Underwriter substantially in the form of the Bond Purchase Contract,said offer to provide for,among other things,(i)the issuance of not exceeding$18,000,000 aggregate principal amount of Bonds at a net interest rate not to exceed 6.00%,(ii)an underwriting discount (including management fees and all expenses)not in excess of$6 per$1,000 of principal amount of Bonds,(iii)the final maturity of the Bonds shall be not later than 2031,and(iv) the dated date of the Bonds shall be August 1,2001. (B) Receipt by the Chairman from the Underwriters of a disclosure statement and truth-in- bonding information complying with Section 218.385, Florida Statutes. (C) The Bonds shall be subject to optional redemption at the option of the Issuer in whole or in part on and after a date that is not later than 2012 at a redemption price not to exceed 102%. The County Administrator,or his designee,is hereby authorized to approve the payment of the costs of issuing the Bonds,including,but not limited to,fees and expenses of Bond Counsel,Disclosure Counsel,Financial Advisor,Underwriter's Counsel,Issuer's Counsel,Registrar and Paying Agent,Rating Agency fees,Bond Insurance premiums and printing fees. 2 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. Due to the complexity of the financing,the critical importance of the timing of the sale of the Bonds and the willingness of the Underwriters to purchase not to exceed$18,000,000 principal amount of Indian River County,Florida Revenue Bonds(Spring Training Facility), Series 2001 (the "Bonds),it is hereby determined that it is in the best interest of the public and the Issuer to sell the Bonds at a delegated negotiated sale,and such sale to the Underwriters,as detennined by the Chairman or Vice Chairman,is hereby authorized and approved,subject to full satisfaction of the conditions set forth in this Section. The sale shall be in accordance with the terns of the Bond Purchase Contract and in substantially the form attached hereto as Exhibit"A",with such changes,amendments,modifications,omissions and additions thereto as shall be approved by the Chairman or Vice Chairman in accordance with the provisions of this Section,their execution thereof being deemed conclusive evidence of the approval of such changes and full satisfaction of the conditions set forth in this Section. The Bond Purchase Contract shall not be executed by the Chairman or Vice Chairman until such time as all of the following conditions have been satisfied: (A) Receipt by the Chairman or Vice Chairman of a written offer to purchase the Bonds by the Underwriter substantially in the form of the Bond Purchase Contract,said offer to provide for,among other things,(i)the issuance of not exceeding$18,000,000 aggregate principal amount of Bonds at a net interest rate not to exceed 6.00%,(ii)an underwriting discount (including management fees and all expenses)not in excess of$6 per$1,000 of principal amount of Bonds,(iii)the final maturity of the Bonds shall be not later than 2031,and(iv) the dated date of the Bonds shall be August 1,2001. (B) Receipt by the Chairman from the Underwriters of a disclosure statement and truth-in- bonding information complying with Section 218.385, Florida Statutes. (C) The Bonds shall be subject to optional redemption at the option of the Issuer in whole or in part on and after a date that is not later than 2012 at a redemption price not to exceed 102%. The County Administrator,or his designee,is hereby authorized to approve the payment of the costs of issuing the Bonds,including,but not limited to,fees and expenses of Bond Counsel,Disclosure Counsel,Financial Advisor,Underwriter's Counsel,Issuer's Counsel,Registrar and Paying Agent,Rating Agency fees,Bond Insurance premiums and printing fees. 2 SECTION 2. The Bonds shall be issued under and secured by the Resolution and shall be executed and delivered by the Chairman or Vice Chairman of the Issuer, and attested by the Clerk in substantially the form set forth in the Resolution,with such additional changes and insertions therein as conform to the provisions of the Bond Purchase Contract, and such execution and delivery shall be conclusive evidence of the approval thereof by such officers. SECTION 3. The Serial and Term Bonds shall be subject to such redemption provisions and amortizations as set forth in the Bond Purchase Contract,the form of which is attached hereto as Exhibit «A„ SECTION 4. A book-entry-only system of registration is hereby authorized for the Bonds. So long as the Issuer shall maintain a book-entry-only system with respect to the Bonds, the following provisions shall apply: The Bonds shall initially be issued in the name of Cede&Co.as nominee for the Depository Trust Company("DTC"),which will act as securities depository for the Bonds and so long as the Bonds are held in book-entry-only form,Cede&Co.shall be considered the registered owner for all purposes hereof. On original issue,the Bonds shall be deposited with DTC,which shall be responsible for maintaining a book-entry-only system for recording the ownership interests of its participants("DTC Participants"),and other institutions who clear through or maintain a custodial relationship with DTC Participants("Indirect Participants"). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Bonds("Beneficial Owners"). Principal and interest prior to and at maturity shall be payable directly to Cede&Co.,in care of DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments to Indirect Participants shall be the responsibility of DTC Participants,and payments by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC,the Paying Agent or the Issuer. 3 SECTION 2. The Bonds shall be issued under and secured by the Resolution and shall be executed and delivered by the Chairman or Vice Chairman of the Issuer, and attested by the Clerk in substantially the form set forth in the Resolution,with such additional changes and insertions therein as conform to the provisions of the Bond Purchase Contract, and such execution and delivery shall be conclusive evidence of the approval thereof by such officers. SECTION 3. The Serial and Term Bonds shall be subject to such redemption provisions and amortizations as set forth in the Bond Purchase Contract,the form of which is attached hereto as Exhibit «A„ SECTION 4. A book-entry-only system of registration is hereby authorized for the Bonds. So long as the Issuer shall maintain a book-entry-only system with respect to the Bonds, the following provisions shall apply: The Bonds shall initially be issued in the name of Cede&Co.as nominee for the Depository Trust Company("DTC"),which will act as securities depository for the Bonds and so long as the Bonds are held in book-entry-only form,Cede&Co.shall be considered the registered owner for all purposes hereof. On original issue,the Bonds shall be deposited with DTC,which shall be responsible for maintaining a book-entry-only system for recording the ownership interests of its participants("DTC Participants"),and other institutions who clear through or maintain a custodial relationship with DTC Participants("Indirect Participants"). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Bonds("Beneficial Owners"). Principal and interest prior to and at maturity shall be payable directly to Cede&Co.,in care of DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments to Indirect Participants shall be the responsibility of DTC Participants,and payments by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC,the Paying Agent or the Issuer. 3 The Bonds shall initially be issued in the form of one fully registered bond for each maturity. Individuals may purchase beneficial interests in the amount of$5,000 or integral multiples thereof in book- entry-only form, without certificated Bonds, through the DTC Participants and Indirect Participants. DURING THE PERIOD FOR WHICH CEDE&CO. IS REGISTERED OWNER OF THE BONDS, ANY NOTICE TO BE PROVIDED TO ANY REGISTERED OWNER WILL BE PROVIDED TO CEDE & CO. DTC SHALL BE RESPONSIBLE FOR NOTICE TO DTC PARTICIPANTS AND DTC PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICE TO INDIRECT PARTICIPANTS, AND DTC. PARTICIPANTS AND INDIRECT PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICE TO BENEFICIAL OWNERS. The Issuer shall enter into a customary letter of representations with DTC providing for such a book-entry-only system(the"DTC Agreement'). Such agreement may be terminated at any time by either DTC or the Issuer. In the event of such termination,the Issuer shall select another securities depository or discontinue such book-entry-only system. If the Issuer does not replace DTC,the Registrar will register and deliver to the Beneficial Owners replacement Bonds in the form of fully registered Bonds in denominations of$5,000 or integral multiples thereof, in accordance with instructions from Cede &Co. SECTION 5. The distribution by the Underwriters of the Preliminary Official Statement(the "Preliminary Official Statement")relating to the Bonds in the form attached hereto as Exhibit"B"is hereby approved and the distribution of the Official Statement is hereby approved,such Official Statement to be in substantially the form attached to the Bond Purchase Contract with such additional changes,insertions and omissions as do not change the substance thereof except in conformity with the Bond Purchase Contract and as may be made and approved by officers of the Issuer executing the same,such execution to be conclusive evidence of any such approval. The Chairman or the Vice Chairman is hereby authorized to deem the Preliminary Official Statement,together with such changes,insertions and omissions as the Chairman or Vice Chairman may deem necessary and/or appropriate,final for purposes of Rule 15c2-12 of the Securities and Exchange Commission, subject to certain permitted omissions. SECTION 6. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Such Continuing Disclosure Certificate shall be in such form as attached hereto as Exhibit"C". Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate will not be considered an event of default;however any bondholder may take such actions as may be necessary and appropriate,including seeking mandate or specific performance by court order,to cause the Issuer to comply with its obligations under this Section. The bondholders shall not be entitled to any damages for failure of the Issuer to comply with the terms of the Continuing Disclosure Certificate. 4 The Bonds shall initially be issued in the form of one fully registered bond for each maturity. Individuals may purchase beneficial interests in the amount of$5,000 or integral multiples thereof in book- entry-only form, without certificated Bonds, through the DTC Participants and Indirect Participants. DURING THE PERIOD FOR WHICH CEDE&CO. IS REGISTERED OWNER OF THE BONDS, ANY NOTICE TO BE PROVIDED TO ANY REGISTERED OWNER WILL BE PROVIDED TO CEDE & CO. DTC SHALL BE RESPONSIBLE FOR NOTICE TO DTC PARTICIPANTS AND DTC PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICE TO INDIRECT PARTICIPANTS, AND DTC. PARTICIPANTS AND INDIRECT PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICE TO BENEFICIAL OWNERS. The Issuer shall enter into a customary letter of representations with DTC providing for such a book-entry-only system(the"DTC Agreement'). Such agreement may be terminated at any time by either DTC or the Issuer. In the event of such termination,the Issuer shall select another securities depository or discontinue such book-entry-only system. If the Issuer does not replace DTC,the Registrar will register and deliver to the Beneficial Owners replacement Bonds in the form of fully registered Bonds in denominations of$5,000 or integral multiples thereof, in accordance with instructions from Cede &Co. SECTION 5. The distribution by the Underwriters of the Preliminary Official Statement(the "Preliminary Official Statement")relating to the Bonds in the form attached hereto as Exhibit"B"is hereby approved and the distribution of the Official Statement is hereby approved,such Official Statement to be in substantially the form attached to the Bond Purchase Contract with such additional changes,insertions and omissions as do not change the substance thereof except in conformity with the Bond Purchase Contract and as may be made and approved by officers of the Issuer executing the same,such execution to be conclusive evidence of any such approval. The Chairman or the Vice Chairman is hereby authorized to deem the Preliminary Official Statement,together with such changes,insertions and omissions as the Chairman or Vice Chairman may deem necessary and/or appropriate,final for purposes of Rule 15c2-12 of the Securities and Exchange Commission, subject to certain permitted omissions. SECTION 6. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Such Continuing Disclosure Certificate shall be in such form as attached hereto as Exhibit"C". Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate will not be considered an event of default;however any bondholder may take such actions as may be necessary and appropriate,including seeking mandate or specific performance by court order,to cause the Issuer to comply with its obligations under this Section. The bondholders shall not be entitled to any damages for failure of the Issuer to comply with the terms of the Continuing Disclosure Certificate. 4 SECTION 7. All prior resolutions or other actions of the Issuer inconsistent with the provisions of this Resolution are hereby modified,supplemented and amended to conform with the provisions herein contained and except as otherwise modified,supplemented and amended hereby shall remain in full force and effect. SECTION 8. The Chairman or Vice Chairman or any other appropriate members of the Issuer, or officers or representatives of the Issuer are hereby authorized and directed to execute any and all certifications,tax documents,or other instruments or documents required by the Resolution, the Bond Purchase Contract, this Resolution or any other document referred to above as a prerequisite or precondition to the issuance of the Bonds and any such representation made therein shall be deemed to be made on behalf of the Issuer. All action taken to date by the officers of the Issuer in furtherance of the issuance of the Bonds is hereby approved, confirmed and ratified. SECTION 9. This Resolution shall take effect immediately upon adoption. Approved and adopted by the Board of County Commissioners of Indian River County,Florida on this 7th day of August, 2001 BOARD OF COUNTY COMMISSION INDIAN RIVER COUNTY, FLORIDA By: �• Chairman ATTEST: Jeffrey K. Barton, C erk By: Deputy Clerk Approved as to Form and Legal Sufficiency By: Special County Attorney 5 SECTION 7. All prior resolutions or other actions of the Issuer inconsistent with the provisions of this Resolution are hereby modified,supplemented and amended to conform with the provisions herein contained and except as otherwise modified,supplemented and amended hereby shall remain in full force and effect. SECTION 8. The Chairman or Vice Chairman or any other appropriate members of the Issuer, or officers or representatives of the Issuer are hereby authorized and directed to execute any and all certifications,tax documents,or other instruments or documents required by the Resolution, the Bond Purchase Contract, this Resolution or any other document referred to above as a prerequisite or precondition to the issuance of the Bonds and any such representation made therein shall be deemed to be made on behalf of the Issuer. All action taken to date by the officers of the Issuer in furtherance of the issuance of the Bonds is hereby approved, confirmed and ratified. SECTION 9. This Resolution shall take effect immediately upon adoption. Approved and adopted by the Board of County Commissioners of Indian River County,Florida on this 7th day of August, 2001 BOARD OF COUNTY COMMISSION INDIAN RIVER COUNTY, FLORIDA By: �• Chairman ATTEST: Jeffrey K. Barton, C erk By: Deputy Clerk Approved as to Form and Legal Sufficiency By: Special County Attorney 5 EXHIBIT A BOND PURCHASE CONTRACT EXHIBIT A BOND PURCHASE CONTRACT INDIAN RIVER COUNTY,FLORIDA [Bond Amount] Revenue Bonds (Spring Training Facility) Series 2001 BOND PURCHASE CONTRACT [BPA Date] Board of County Commissioners Indian River County Vero Beach,Florida Dear Commission Members: William R Hough & Co. as Senior Manager, on behalf of itself and Hanifen, Imhoff, Inc. (collectively,the"Underwriters")offers to enter into the following agreement with you(the"County")which, upon your acceptance of this offer,will be binding upon the County and upon the Underwriters. This offer is made subject to your acceptance on or before 11:59 p.m., E.D.T., on the date hereof, and if not so accepted,will be subject to withdrawal by the Underwriter upon notice to the County at any time prior to the acceptance hereof by you. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Official Statement(as hereinafter defined). 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein,the Underwriters hereby agree to purchase from the County for offering to the public and the County hereby agrees to sell and deliver to the Underwriters for such purpose,all(but not less than all)of the County's [Bond Amount] Revenue Bonds (Spring Training Facility),Series 2001 (the "Series 2001 Bonds"). The Series 2001 Bonds shall be dated as of April 15,2001,shall be issued in such principal amounts and bear such rates of interest as set forth in Exhibit A attached hereto. Interest on the Series 2001 Bonds shall be payable on October 1,2001,and on each April 1 and October 1 thereafter to maturity. The aggregate purchase price of the Series 2001 Bonds shall be [Purchase Price] (par less original issue discount of[OID], less underwriter's discount of [Discount], plus accrued interest of[Accrued]). The Series 2001 Bonds initially shall be offered to the public at such prices or yields (including discounts and premiums) as indicated on Exhibit A attached hereto. The Series 2001 Bonds are issued pursuant to the authority of, and in full compliance with,the Constitution of the State of Florida,and other applicable provisions of law,particularly to Chapter 125, INDIAN RIVER COUNTY,FLORIDA [Bond Amount] Revenue Bonds (Spring Training Facility) Series 2001 BOND PURCHASE CONTRACT [BPA Date] Board of County Commissioners Indian River County Vero Beach,Florida Dear Commission Members: William R Hough & Co. as Senior Manager, on behalf of itself and Hanifen, Imhoff, Inc. (collectively,the"Underwriters")offers to enter into the following agreement with you(the"County")which, upon your acceptance of this offer,will be binding upon the County and upon the Underwriters. This offer is made subject to your acceptance on or before 11:59 p.m., E.D.T., on the date hereof, and if not so accepted,will be subject to withdrawal by the Underwriter upon notice to the County at any time prior to the acceptance hereof by you. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Official Statement(as hereinafter defined). 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein,the Underwriters hereby agree to purchase from the County for offering to the public and the County hereby agrees to sell and deliver to the Underwriters for such purpose,all(but not less than all)of the County's [Bond Amount] Revenue Bonds (Spring Training Facility),Series 2001 (the "Series 2001 Bonds"). The Series 2001 Bonds shall be dated as of April 15,2001,shall be issued in such principal amounts and bear such rates of interest as set forth in Exhibit A attached hereto. Interest on the Series 2001 Bonds shall be payable on October 1,2001,and on each April 1 and October 1 thereafter to maturity. The aggregate purchase price of the Series 2001 Bonds shall be [Purchase Price] (par less original issue discount of[OID], less underwriter's discount of [Discount], plus accrued interest of[Accrued]). The Series 2001 Bonds initially shall be offered to the public at such prices or yields (including discounts and premiums) as indicated on Exhibit A attached hereto. The Series 2001 Bonds are issued pursuant to the authority of, and in full compliance with,the Constitution of the State of Florida,and other applicable provisions of law,particularly to Chapter 125, Florida Statutes, as amended, County Home Rule Ordinance No. 95-16, enacted July 18, 1995, as amended, and other applicable provisions of law (collectively the "Act"), and Indian River County Resolution No. [ ],adopted [ ], as amended and supplemented(the "Resolution"),and other applicable provisions of law. The Series 2001 Bonds are limited obligations of Indian River County, Florida,payable by the County from and secured by alien upon and pledge of the Pledged Revenues(as described herein)including amounts on deposit in the funds and accounts established under the Resolution (other than the Rebate Fund) The Series 2001 Bonds are being issued by the County to provide funds, together with other available funds,to(i)finance a portion of the cost ofacquisition and expansion of a spring training facility known as "Dodgertown'; (n) pay a premium for a municipal bond insurance policy [and a debt service reserve account surety bond, and (iii) pay certain costs and expenses incurred in connection with the issuance of the Series 2001 Bonds The Underwriter is duly authorized to execute this Bond Purchase Contract. 2. Good Faith Deposit. Delivered to youherewith,as a good faith deposit,is a corporate check of the Underwriters payable to the order of the County in the amount of[Good Faith Amount] security for the performance by the Underwriters oftheir obligations to accept and pay for the Series 2001 Bonds at Closing(as defined herein)in accordance with the provisions hereof. In the event that you accept this offer,said check shall be held uncashed by the County as a good faith deposit. At the Closing,the check will be returned to the Underwriters. In the event you do not accept this offer,the check shall be immediately returned to the Underwriters. If the Underwriters fail (other than for a reason permitted hereunder)to accept and pay for the Series 2001 Bonds at the Closing as provided herein,the check may be cashed by you and the proceeds retained by the County as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriter, and the retention of such amounts shall constitute a full release and discharge ofall claims and damages for such failure and for any and all such defaults hereunder on the part of the Underwriter. In the event that the County fails to deliver the Series 2001 Bonds at the Closing,or if the County is unable at or prior to the date of Closing to satisfy or cause to be satisfied the conditions to the obligations of the Underwriter contained in this Bond Purchase Contract, or if the obligations of the Underwriters contained herein shall be cancelled or terminated for anyreasonpermitted by this Bond Purchase Contract, the County shall be obligated to immediately return the check to the Underwriters and the return of such check shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults hereunder on the part of the County. 3. Offering. It shall be a condition of your obligation to sell and deliver the Series 2001 Bonds to the Underwriters,and the obligation of the Underwriters to purchase and accept delivery of the Series 2001 Bonds,that the entire aggregate principal amount ofthe Series 2001 Bonds shall be sold and delivered by you and accepted and paid for by the Underwriters at the Closing. 2 Florida Statutes, as amended, County Home Rule Ordinance No. 95-16, enacted July 18, 1995, as amended, and other applicable provisions of law (collectively the "Act"), and Indian River County Resolution No. [ ],adopted [ ], as amended and supplemented(the "Resolution"),and other applicable provisions of law. The Series 2001 Bonds are limited obligations of Indian River County, Florida,payable by the County from and secured by alien upon and pledge of the Pledged Revenues(as described herein)including amounts on deposit in the funds and accounts established under the Resolution (other than the Rebate Fund) The Series 2001 Bonds are being issued by the County to provide funds, together with other available funds,to(i)finance a portion of the cost ofacquisition and expansion of a spring training facility known as "Dodgertown'; (n) pay a premium for a municipal bond insurance policy [and a debt service reserve account surety bond, and (iii) pay certain costs and expenses incurred in connection with the issuance of the Series 2001 Bonds The Underwriter is duly authorized to execute this Bond Purchase Contract. 2. Good Faith Deposit. Delivered to youherewith,as a good faith deposit,is a corporate check of the Underwriters payable to the order of the County in the amount of[Good Faith Amount] security for the performance by the Underwriters oftheir obligations to accept and pay for the Series 2001 Bonds at Closing(as defined herein)in accordance with the provisions hereof. In the event that you accept this offer,said check shall be held uncashed by the County as a good faith deposit. At the Closing,the check will be returned to the Underwriters. In the event you do not accept this offer,the check shall be immediately returned to the Underwriters. If the Underwriters fail (other than for a reason permitted hereunder)to accept and pay for the Series 2001 Bonds at the Closing as provided herein,the check may be cashed by you and the proceeds retained by the County as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriter, and the retention of such amounts shall constitute a full release and discharge ofall claims and damages for such failure and for any and all such defaults hereunder on the part of the Underwriter. In the event that the County fails to deliver the Series 2001 Bonds at the Closing,or if the County is unable at or prior to the date of Closing to satisfy or cause to be satisfied the conditions to the obligations of the Underwriter contained in this Bond Purchase Contract, or if the obligations of the Underwriters contained herein shall be cancelled or terminated for anyreasonpermitted by this Bond Purchase Contract, the County shall be obligated to immediately return the check to the Underwriters and the return of such check shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults hereunder on the part of the County. 3. Offering. It shall be a condition of your obligation to sell and deliver the Series 2001 Bonds to the Underwriters,and the obligation of the Underwriters to purchase and accept delivery of the Series 2001 Bonds,that the entire aggregate principal amount ofthe Series 2001 Bonds shall be sold and delivered by you and accepted and paid for by the Underwriters at the Closing. 2 1 1 f The Underwriters agree to make a public offering of all of the Series 2001 Bonds at the initial offering prices set forthin Exhibit A attached hereto;provided,however,the Underwriters reserve the right to make concessions to dealers and to change such initial offering prices as the Underwriters shall deem necessary in connection with the marketing of the Series 2001 Bonds. 4. Preliminary Official Statement and Official Statement. The County hereby confirms that it has heretofore made available to the Underwriters a Preliminary Official Statement of the County relating to the Series 2001 Bonds,dated[POS Date](which,together withthe cover page and appendices contained therein,is herein called the"Preliminary Official Statement"),and authorizes and ratifies the use and distribution thereof to prospective purchasers and investors. Within seven business days of the acceptance hereofby the County,the County shall cause to be delivered the final Official Statement,dated the date hereof(which,together withthe cover page and appendices contained therein,is herein called the "Official Statement"), executed on behalf of the County by its Chairman of the Board of County Commissioners and by its County Administrator and such reasonable numbers of conformed copies as the Underwriters shall request, which shall be sufficient in number to comply with paragraph(b)(3) of Rule 15c2-12 of the Securities and Exchange Commission (17 CFR §240.15c2-12) under the Securities Exchange Act of 1934 and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The County,by its acceptance hereof,ratifies and approves the Preliminary Official Statement and ratifies and approves and authorizes the Underwriters to use the Official Statement and all documents described therein in connection with the public offering and the sale ofthe Series 2001 Bonds. The County hereby deems the Preliminary Official Statement"final"as of its date for purposes of SEC Rule 15c2-12(b)(1). In accordance with Section 218.385, Florida Statutes, the Underwriters hereby disclose the information required by such Section, including a truth-in-bonding statement, as provided in Exhibit B attached hereto. 5. Use of Documents. You hereby authorize the use by the Underwriters of(a) the Resolution,(b)the Preliminary Official Statement,(c)the Official Statement(including any supplements or amendments thereto),(d)the Continuing Disclosure Certificate of the County,dated as ofApri115, 2001 (the "Continuing Disclosure Certificate"); and (e) any other documents related to the transactions contemplated in the Official Statement in connection with the public offering, sale and distribution of the Series 2001 Bonds. 6. Representations, Warranties and Agreements. The County hereby represents, warrants and agrees as follows: (a) As of the date of the Official Statement and at the time of Closing, the statements and information contained in the Official Statement will be true, correct and complete in all material respects and the Official Statement will not omit any statement or information which should be included therein for the purposes for which the Official Statement is to be used or which is necessary to make the statements or information contained therein,in light of the circumstances under which they were made,not misleading. 3 1 1 f The Underwriters agree to make a public offering of all of the Series 2001 Bonds at the initial offering prices set forthin Exhibit A attached hereto;provided,however,the Underwriters reserve the right to make concessions to dealers and to change such initial offering prices as the Underwriters shall deem necessary in connection with the marketing of the Series 2001 Bonds. 4. Preliminary Official Statement and Official Statement. The County hereby confirms that it has heretofore made available to the Underwriters a Preliminary Official Statement of the County relating to the Series 2001 Bonds,dated[POS Date](which,together withthe cover page and appendices contained therein,is herein called the"Preliminary Official Statement"),and authorizes and ratifies the use and distribution thereof to prospective purchasers and investors. Within seven business days of the acceptance hereofby the County,the County shall cause to be delivered the final Official Statement,dated the date hereof(which,together withthe cover page and appendices contained therein,is herein called the "Official Statement"), executed on behalf of the County by its Chairman of the Board of County Commissioners and by its County Administrator and such reasonable numbers of conformed copies as the Underwriters shall request, which shall be sufficient in number to comply with paragraph(b)(3) of Rule 15c2-12 of the Securities and Exchange Commission (17 CFR §240.15c2-12) under the Securities Exchange Act of 1934 and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The County,by its acceptance hereof,ratifies and approves the Preliminary Official Statement and ratifies and approves and authorizes the Underwriters to use the Official Statement and all documents described therein in connection with the public offering and the sale ofthe Series 2001 Bonds. The County hereby deems the Preliminary Official Statement"final"as of its date for purposes of SEC Rule 15c2-12(b)(1). In accordance with Section 218.385, Florida Statutes, the Underwriters hereby disclose the information required by such Section, including a truth-in-bonding statement, as provided in Exhibit B attached hereto. 5. Use of Documents. You hereby authorize the use by the Underwriters of(a) the Resolution,(b)the Preliminary Official Statement,(c)the Official Statement(including any supplements or amendments thereto),(d)the Continuing Disclosure Certificate of the County,dated as ofApri115, 2001 (the "Continuing Disclosure Certificate"); and (e) any other documents related to the transactions contemplated in the Official Statement in connection with the public offering, sale and distribution of the Series 2001 Bonds. 6. Representations, Warranties and Agreements. The County hereby represents, warrants and agrees as follows: (a) As of the date of the Official Statement and at the time of Closing, the statements and information contained in the Official Statement will be true, correct and complete in all material respects and the Official Statement will not omit any statement or information which should be included therein for the purposes for which the Official Statement is to be used or which is necessary to make the statements or information contained therein,in light of the circumstances under which they were made,not misleading. 3 r } (b) Between the date ofthis Bond Purchase Contract and the time of Closing,the County will not execute any bonds,notes or obligations for borrowed money(other than the Series 2001 Bonds)which pledge either the full faith and credit of the County or any portion of the Pledged Revenues,without giving prior written notice thereof to the Underwriters. (c) The County is,and will be at the date of Closing,duly organized and validly existing as a municipal corporation of the State of Florida,with the powers and authority set forth in the Act. (d) The County has full legal right,power and authority to: (i)enter into this Bond Purchase Contract and the Continuing Disclosure Certificate,(ii)adopt the Resolution,(iii)sell,issue and deliver the Series 2001 Bonds to the Underwriters as provided herein, and (iv) carry out and consummate the transactions contemplated by this Bond Purchase Contract, the Continuing Disclosure Certificate, the Resolution and the Official Statement and the County has complied, and at the Closing will be in compliance,in all respects,with the terms of the Act and with the obligations on its part in connection with the issuance ofthe Series 2001 Bonds contained in the Resolution,the Series 2001 Bonds,the Continuing Disclosure Certificate and this Bond Purchase Contract. (e) By all necessary official action, the County has duly adopted the Resolution, has duly authorized and approved the Official Statement, has duly authorized and approved the execution and delivery of,and the performance bythe County,ofthis Bond Purchase Contract,the Continuing Disclosure Certificate and all other obligations on its part in connection with the issuance of the Series 2001 Bonds and the consummation by it of all other transactions contemplated by this Bond Purchase Contract in connection with the issuance ofthe Series 2001 Bonds;upon delivery of the Series 2001 Bonds,each of the Resolution and the Continuing Disclosure Certificate will each constitute a legal, valid and binding obligation of the County, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and subject, as to enforceability,to general principles of equity. (fl When delivered to and paid for by the Underwriters at the Closing in accordance with the provisions of this Bond Purchase Contract, the Series 2001 Bonds will have been duly authorized, executed,issued and delivered and will constitute valid and binding obligations of the County in conformity with the Act and the Resolution, and shall be entitled to the benefits of the Resolution,including a prior pledge ofand lienuponthe Pledged Revenues in accordance withthe provisions of the Resolution,subject to banlauptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject,as to enforceability, to general principles of equity. (g) The adoption of the Resolution and the authorization,execution and delivery of this Bond Purchase Contract,the Continuing Disclosure Certificate and the Series 2001 Bonds,and compliance with the provisions hereof and thereof,will not conflict with,or constitute a breach of or default under any law, administrative regulation,consent decree,ordinance, resolution or any agreement or other instrument to which the County was or is subject,nor will such enactment,adoption,execution,delivery,authorization or compliance result in the creation or imposition of any lien, charge or other security interest or 4 r } (b) Between the date ofthis Bond Purchase Contract and the time of Closing,the County will not execute any bonds,notes or obligations for borrowed money(other than the Series 2001 Bonds)which pledge either the full faith and credit of the County or any portion of the Pledged Revenues,without giving prior written notice thereof to the Underwriters. (c) The County is,and will be at the date of Closing,duly organized and validly existing as a municipal corporation of the State of Florida,with the powers and authority set forth in the Act. (d) The County has full legal right,power and authority to: (i)enter into this Bond Purchase Contract and the Continuing Disclosure Certificate,(ii)adopt the Resolution,(iii)sell,issue and deliver the Series 2001 Bonds to the Underwriters as provided herein, and (iv) carry out and consummate the transactions contemplated by this Bond Purchase Contract, the Continuing Disclosure Certificate, the Resolution and the Official Statement and the County has complied, and at the Closing will be in compliance,in all respects,with the terms of the Act and with the obligations on its part in connection with the issuance ofthe Series 2001 Bonds contained in the Resolution,the Series 2001 Bonds,the Continuing Disclosure Certificate and this Bond Purchase Contract. (e) By all necessary official action, the County has duly adopted the Resolution, has duly authorized and approved the Official Statement, has duly authorized and approved the execution and delivery of,and the performance bythe County,ofthis Bond Purchase Contract,the Continuing Disclosure Certificate and all other obligations on its part in connection with the issuance of the Series 2001 Bonds and the consummation by it of all other transactions contemplated by this Bond Purchase Contract in connection with the issuance ofthe Series 2001 Bonds;upon delivery of the Series 2001 Bonds,each of the Resolution and the Continuing Disclosure Certificate will each constitute a legal, valid and binding obligation of the County, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and subject, as to enforceability,to general principles of equity. (fl When delivered to and paid for by the Underwriters at the Closing in accordance with the provisions of this Bond Purchase Contract, the Series 2001 Bonds will have been duly authorized, executed,issued and delivered and will constitute valid and binding obligations of the County in conformity with the Act and the Resolution, and shall be entitled to the benefits of the Resolution,including a prior pledge ofand lienuponthe Pledged Revenues in accordance withthe provisions of the Resolution,subject to banlauptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject,as to enforceability, to general principles of equity. (g) The adoption of the Resolution and the authorization,execution and delivery of this Bond Purchase Contract,the Continuing Disclosure Certificate and the Series 2001 Bonds,and compliance with the provisions hereof and thereof,will not conflict with,or constitute a breach of or default under any law, administrative regulation,consent decree,ordinance, resolution or any agreement or other instrument to which the County was or is subject,nor will such enactment,adoption,execution,delivery,authorization or compliance result in the creation or imposition of any lien, charge or other security interest or 4 1 1 f encumbrance of any nature whatsoever upon any of the property or assets of the County, or under the terms of any law, administrative regulation, ordinance, resolution or instrument, except as expressly provided by the Resolution or the Series 2001 Bonds. (h) At the time of Closing,the County will be in compliance in all respects with the covenants and agreements contained in the Act and the Resolution and no event of default and no event which,with the lapse of time or giving ofnotice,or both,would constitute an event of default under the Resolution will have occurred or be continuing. (i) Except as provided in the Official Statement, all approvals,consents,authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the County ofits obligations hereunder and under the Resolution or the Continuing Disclosure Certificate have been obtained and are in full force and effect. 0) The County is lawfully empowered to pledge and grant a lien upon the Pledged Revenues for payment of the principal of and interest on the Series 2001 Bonds. (k) Except as disclosed in the Official Statement,to the best knowledge of the County,as of the date hereof,there is no action,suit,proceeding,inquiry or investigation,at law or in equity,before or by any court, government agency, public board or body, pending or threatened against the County, affecting or seeking to prohibit,restrain or enjoin the sale,issuance or delivery of the Series 2001 Bonds or the pledge of and lien on the Pledged Revenues created by the Resolution or contesting or affecting as to the County the validityor enforceability in any respect relating to the Series 2001 Bonds,the Resolution, the Continuing Disclosure Certificate or this Bond Purchase Contract,or contesting the tax-exempt status of interest on the Series 2001 Bonds,or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the County or the County Commission,or any authority for the issuance of the Series 2001 Bonds, the adoption of the Resolution or the execution and delivery by the County of this Bond Purchase Contract or the Continuing Disclosure Certificate. 0) The County will finnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to (i) qualify the Series 2001 Bonds for offer and sale under the 'blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate, and(ii)determine the eligibility of the Series 2001 Bonds for investment under the laws of such states and other jurisdictions,and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Series 2001 Bonds;provided,however,that the County shall not be required to execute a general or special consent to service of process or qualify to do business in connectionwith any such qualification or determinationin any jurisdiction or expend its own fiords with respect to the foregoing. 5 1 1 f encumbrance of any nature whatsoever upon any of the property or assets of the County, or under the terms of any law, administrative regulation, ordinance, resolution or instrument, except as expressly provided by the Resolution or the Series 2001 Bonds. (h) At the time of Closing,the County will be in compliance in all respects with the covenants and agreements contained in the Act and the Resolution and no event of default and no event which,with the lapse of time or giving ofnotice,or both,would constitute an event of default under the Resolution will have occurred or be continuing. (i) Except as provided in the Official Statement, all approvals,consents,authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the County ofits obligations hereunder and under the Resolution or the Continuing Disclosure Certificate have been obtained and are in full force and effect. 0) The County is lawfully empowered to pledge and grant a lien upon the Pledged Revenues for payment of the principal of and interest on the Series 2001 Bonds. (k) Except as disclosed in the Official Statement,to the best knowledge of the County,as of the date hereof,there is no action,suit,proceeding,inquiry or investigation,at law or in equity,before or by any court, government agency, public board or body, pending or threatened against the County, affecting or seeking to prohibit,restrain or enjoin the sale,issuance or delivery of the Series 2001 Bonds or the pledge of and lien on the Pledged Revenues created by the Resolution or contesting or affecting as to the County the validityor enforceability in any respect relating to the Series 2001 Bonds,the Resolution, the Continuing Disclosure Certificate or this Bond Purchase Contract,or contesting the tax-exempt status of interest on the Series 2001 Bonds,or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the County or the County Commission,or any authority for the issuance of the Series 2001 Bonds, the adoption of the Resolution or the execution and delivery by the County of this Bond Purchase Contract or the Continuing Disclosure Certificate. 0) The County will finnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to (i) qualify the Series 2001 Bonds for offer and sale under the 'blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate, and(ii)determine the eligibility of the Series 2001 Bonds for investment under the laws of such states and other jurisdictions,and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Series 2001 Bonds;provided,however,that the County shall not be required to execute a general or special consent to service of process or qualify to do business in connectionwith any such qualification or determinationin any jurisdiction or expend its own fiords with respect to the foregoing. 5 r (m) The County will not take or omit to take any action which action or omission willin anyway cause the proceeds from the sale of the Series 2001 Bonds to be applied in a mariner contrary to that provided for in the Resolution and as described in the Official Statement. (n) Except as expressly disclosed in the Official Statement,the County neither is nor has been in default any time after December 31, 1975, as to payment of principal or interest with respect to an obligation issued or guaranteed by the County(except withrespect to bonds for which it has acted solely as a"conduit issuer"). (o) The County has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. (p) As of its date,the Preliminary Official Statement is hereby deemed"final'by the County for purposes of SEC Rule 15c2-12(b)(1),except for"permitted omissions" as defined in such Rule. (q) K after the date of this Bond Purchase Contract and until the earlier of(i)90 days from the end of the"underwriting period"(as defined in SEC Rule 15c2-12) or (ii) the time when the Official Statement is available to any person from a nationally recognized repository,but in no case less than 25 days following the end of the underwriting period, any event shall occur which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein,in the light of the circumstances under which they were made,not misleading,the County shall notify the Underwriters thereof,and,if in the opinion of the Underwriters such event requires the preparation and publication of a supplement or amendment to the Official Statement,the County will at its own expense forthwith prepare and finish to the Underwriters a sufficient number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to Counsel to the Underwriters)which will supplement or amend the Official Statement so that it will not contain an untrue statement ofa material fact or omit to state a material fact necessary in order to make the statements therein,in light of the circumstances existing at such time, not misleading. The Underwriters shall notify the County in writing of the date on which the "underwriting period" ends. (r) The County shall undertake, pursuant to the Resolution, to comply with the Continuing Disclosure Certificate. 7. Closing. At 1:00 p.m.,E.D.T.,on[Closing Date],or at such time on such earlier or later date as shall be agreed upon,you will deliver to the Underwriters,at the location and place to be agreed upon by you and the Underwriters,the Series 2001 Bonds in definitive form,duly executed,together with the other documents herein mentioned, and the Underwriters will accept such delivery and pay at such locationas maybe agreed uponbyyou and the Underwriters the purchase price ofthe Series 2001 Bonds as set forth in Section 1 hereof,plus accrued interest on the Series 2001 Bonds from April 15,2001,by immediately available funds,payable to the order ofthe County. This delivery and payment is herein called the"Closing." The Series 2001 Bonds shall be made available to the Underwriters at least one business 6 r (m) The County will not take or omit to take any action which action or omission willin anyway cause the proceeds from the sale of the Series 2001 Bonds to be applied in a mariner contrary to that provided for in the Resolution and as described in the Official Statement. (n) Except as expressly disclosed in the Official Statement,the County neither is nor has been in default any time after December 31, 1975, as to payment of principal or interest with respect to an obligation issued or guaranteed by the County(except withrespect to bonds for which it has acted solely as a"conduit issuer"). (o) The County has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. (p) As of its date,the Preliminary Official Statement is hereby deemed"final'by the County for purposes of SEC Rule 15c2-12(b)(1),except for"permitted omissions" as defined in such Rule. (q) K after the date of this Bond Purchase Contract and until the earlier of(i)90 days from the end of the"underwriting period"(as defined in SEC Rule 15c2-12) or (ii) the time when the Official Statement is available to any person from a nationally recognized repository,but in no case less than 25 days following the end of the underwriting period, any event shall occur which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein,in the light of the circumstances under which they were made,not misleading,the County shall notify the Underwriters thereof,and,if in the opinion of the Underwriters such event requires the preparation and publication of a supplement or amendment to the Official Statement,the County will at its own expense forthwith prepare and finish to the Underwriters a sufficient number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to Counsel to the Underwriters)which will supplement or amend the Official Statement so that it will not contain an untrue statement ofa material fact or omit to state a material fact necessary in order to make the statements therein,in light of the circumstances existing at such time, not misleading. The Underwriters shall notify the County in writing of the date on which the "underwriting period" ends. (r) The County shall undertake, pursuant to the Resolution, to comply with the Continuing Disclosure Certificate. 7. Closing. At 1:00 p.m.,E.D.T.,on[Closing Date],or at such time on such earlier or later date as shall be agreed upon,you will deliver to the Underwriters,at the location and place to be agreed upon by you and the Underwriters,the Series 2001 Bonds in definitive form,duly executed,together with the other documents herein mentioned, and the Underwriters will accept such delivery and pay at such locationas maybe agreed uponbyyou and the Underwriters the purchase price ofthe Series 2001 Bonds as set forth in Section 1 hereof,plus accrued interest on the Series 2001 Bonds from April 15,2001,by immediately available funds,payable to the order ofthe County. This delivery and payment is herein called the"Closing." The Series 2001 Bonds shall be made available to the Underwriters at least one business 6 s day before the Closing for purposes of inspecting and packaging. The Series 2001 Bonds shall be prepared and delivered as fully registered Bonds. 8. Closing Conditions. The Underwriters have entered into this Bond Purchase Contract in reliance upon the representations and warranties of the County herein contained and the performance by the County of its obligations hereunder,both as of the date hereof and as of the time of Closing. The obligations ofthe Underwriters under this Bond Purchase Contract are and shall be subject to the following conditions: (a) The representations,warranties and agreements of the County contained herein shall be true and correct and complied with as of the date hereof and as of the date of the Closing,as if made on the date of the Closing. (b) At the time of the Closing,the Resolution shall be in full force and effect in accordance with its terms and shall not have been amended,modified or supplemented except as amended, modified or supplemented by a resolution incorporating the terms and conditions contained in the municipal bond insurance commitment of the Insurer(as defined herein), and the Official Statement shall not have been supplemented or amended,except in any such case as may have been agreed to by the Underwriters. (c) At the time of Closing, a resolution of the County shall have incorporated the terms and conditions contained in the municipal bond insurance commitment of the Insurer into the Resolution. (d) At the time of Closing,each of the following shall have been executed and delivered by the respective parties thereto and shall be in full force and effect in accordance with its respective terms and and shall not have been amended,modified or supplemented:(i)Memorandum ofUnderstanding,between the County, the City, the Dodgers (as defined in the Official Statement), Fox (as defined in the Official Statement) and the Developer (as defined in the Official Statement), dated as of July 24, 2000 (the "Memorandum"); (ii)the Agreement for Sale and Purchase,between the County and the Dodgers, dated as of September 1,2000(the"Real Estate Contract");(ii)the Interlocal Agreement, between the County and the City dated as of September 1,2000, and evidence that such Interlocal Agreement was recorded in the public records of Indian River County on September 12,2000(the "Interlocal Agreement");(iv)the Facility Lease Agreement, between the County and the Dodgers dated as of September 1, 2000 (the "Facility Lease"); (v) the Development Agreement, between the County and the Dodgers dated as of September 1, 2000 (the "Development Agreement"); (vi) the Capital Reserve Account Agreement, between the County,the Dodgers and First UnionNational Bank,as the Capital Reserve Account Agent, dated as of September 1, 2000 (the "Reserve Agreement"); (vii) Collateral Development Agreement, between the Dodgers and the Developer consented to by the County, dated March [ ], 2001 (the "Collateral Development Agreement');and(vii)the Declaration of Easements for Parking,by and among the Dodgers, the Developer and the County, dated as of March [ J, 2001 (the "Parking Agreement") (collectively,the"Dodgertown Documents"). 7 s day before the Closing for purposes of inspecting and packaging. The Series 2001 Bonds shall be prepared and delivered as fully registered Bonds. 8. Closing Conditions. The Underwriters have entered into this Bond Purchase Contract in reliance upon the representations and warranties of the County herein contained and the performance by the County of its obligations hereunder,both as of the date hereof and as of the time of Closing. The obligations ofthe Underwriters under this Bond Purchase Contract are and shall be subject to the following conditions: (a) The representations,warranties and agreements of the County contained herein shall be true and correct and complied with as of the date hereof and as of the date of the Closing,as if made on the date of the Closing. (b) At the time of the Closing,the Resolution shall be in full force and effect in accordance with its terms and shall not have been amended,modified or supplemented except as amended, modified or supplemented by a resolution incorporating the terms and conditions contained in the municipal bond insurance commitment of the Insurer(as defined herein), and the Official Statement shall not have been supplemented or amended,except in any such case as may have been agreed to by the Underwriters. (c) At the time of Closing, a resolution of the County shall have incorporated the terms and conditions contained in the municipal bond insurance commitment of the Insurer into the Resolution. (d) At the time of Closing,each of the following shall have been executed and delivered by the respective parties thereto and shall be in full force and effect in accordance with its respective terms and and shall not have been amended,modified or supplemented:(i)Memorandum ofUnderstanding,between the County, the City, the Dodgers (as defined in the Official Statement), Fox (as defined in the Official Statement) and the Developer (as defined in the Official Statement), dated as of July 24, 2000 (the "Memorandum"); (ii)the Agreement for Sale and Purchase,between the County and the Dodgers, dated as of September 1,2000(the"Real Estate Contract");(ii)the Interlocal Agreement, between the County and the City dated as of September 1,2000, and evidence that such Interlocal Agreement was recorded in the public records of Indian River County on September 12,2000(the "Interlocal Agreement");(iv)the Facility Lease Agreement, between the County and the Dodgers dated as of September 1, 2000 (the "Facility Lease"); (v) the Development Agreement, between the County and the Dodgers dated as of September 1, 2000 (the "Development Agreement"); (vi) the Capital Reserve Account Agreement, between the County,the Dodgers and First UnionNational Bank,as the Capital Reserve Account Agent, dated as of September 1, 2000 (the "Reserve Agreement"); (vii) Collateral Development Agreement, between the Dodgers and the Developer consented to by the County, dated March [ ], 2001 (the "Collateral Development Agreement');and(vii)the Declaration of Easements for Parking,by and among the Dodgers, the Developer and the County, dated as of March [ J, 2001 (the "Parking Agreement") (collectively,the"Dodgertown Documents"). 7 t (e) At the time of Closing, the County shall have received certification as a "facility for a retained professional sports franchise" from the Office of Tourism, Trade, and Economic Development ("OTTED") in the Executive office of the Governor has certified Dodgertown pursuant to Section 288.1162, Florida Statutes,as amended, for purposes of Section 212.20,Florida Statutes, as amended with respect to Dodgertown (the "Certification'), such Certification shall not have been amended and revoked,the County shall have commenced the receipt of funds under the Certification on February 28, 2001 and shall have received monthly payments of$41,666.67 on and since such date. (f) At the time of the Closing,all official action of the County relating to this Bond Purchase Contract,the Continuing Disclosure Certificate,the Dodgertown Documents and the Series 2001 Bonds shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any material respect, except in each case as may have been agreed to by the Underwriters. (g) The Underwriters shall have the right to cancelthe agreement contained herein to purchase, to accept delivery of and to pay for the Series 2001 Bonds by notifying you in writing of their intention to do so if (i) between the date hereof and the Closing,legislation shall have been enacted by the Congress of the United States,or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to either House of Congress by any Committee of such House,or passed by either House of Congress,or a decision shall have been rendered by a court ofthe United States or the United States Tax Court,or a Wiling shall have been made or a regulation shall have been proposed or made by the Treasury Department ofthe United States or the Internal Revenue Service,withrespect to the federal taxation of interest received on obligations of the general character ofthe Series 2001 Bonds,which,in the opinion of Counsel for the Underwriters has,or will have,the effect of making such interest subject to inclusion in gross income for purposes of federal income taxation, except to the extent such interest shall be includable in gross income on the date hereof,or (u) between the date hereof and the Closing,legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which,in the opinion of Counsel for the Underwriters, has the effect of requiring the contemplated issuance or distribution of the Series 2001 Bonds to be registered under the Securities Act of 1933, as amended,or of requiring the Resolution to be qualified under the Trust Indenture Act of 1939,as amended,or Ciro) an event described in paragraph(s)of Section 6 hereof shall have occurred which requires an amendment or supplement to the Official Statement and which, in the reasonable opinion ofthe Underwriters,materially adversely affects the marketability ofthe Series 2001 Bonds or the market price thereof,or 8 t (e) At the time of Closing, the County shall have received certification as a "facility for a retained professional sports franchise" from the Office of Tourism, Trade, and Economic Development ("OTTED") in the Executive office of the Governor has certified Dodgertown pursuant to Section 288.1162, Florida Statutes,as amended, for purposes of Section 212.20,Florida Statutes, as amended with respect to Dodgertown (the "Certification'), such Certification shall not have been amended and revoked,the County shall have commenced the receipt of funds under the Certification on February 28, 2001 and shall have received monthly payments of$41,666.67 on and since such date. (f) At the time of the Closing,all official action of the County relating to this Bond Purchase Contract,the Continuing Disclosure Certificate,the Dodgertown Documents and the Series 2001 Bonds shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any material respect, except in each case as may have been agreed to by the Underwriters. (g) The Underwriters shall have the right to cancelthe agreement contained herein to purchase, to accept delivery of and to pay for the Series 2001 Bonds by notifying you in writing of their intention to do so if (i) between the date hereof and the Closing,legislation shall have been enacted by the Congress of the United States,or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to either House of Congress by any Committee of such House,or passed by either House of Congress,or a decision shall have been rendered by a court ofthe United States or the United States Tax Court,or a Wiling shall have been made or a regulation shall have been proposed or made by the Treasury Department ofthe United States or the Internal Revenue Service,withrespect to the federal taxation of interest received on obligations of the general character ofthe Series 2001 Bonds,which,in the opinion of Counsel for the Underwriters has,or will have,the effect of making such interest subject to inclusion in gross income for purposes of federal income taxation, except to the extent such interest shall be includable in gross income on the date hereof,or (u) between the date hereof and the Closing,legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which,in the opinion of Counsel for the Underwriters, has the effect of requiring the contemplated issuance or distribution of the Series 2001 Bonds to be registered under the Securities Act of 1933, as amended,or of requiring the Resolution to be qualified under the Trust Indenture Act of 1939,as amended,or Ciro) an event described in paragraph(s)of Section 6 hereof shall have occurred which requires an amendment or supplement to the Official Statement and which, in the reasonable opinion ofthe Underwriters,materially adversely affects the marketability ofthe Series 2001 Bonds or the market price thereof,or 8 OV) in the opinion of the Underwriters, payment for and delivery of the Series 2001 Bonds is rendered impracticable or inadvisable because (A) trading m securities generally shall have been suspended on the New York Stock Exchange, Inc., or (B) a general banking moratorium shall have been established by Federal,New York or Florida authorities,or(C)the engagement ofthe United States in a war or other hostilities or the threat ofwar or other hostilities, or (v) an order,decree or injunction of any court of competent jurisdiction,or any order, ruling,regulationor administrative proceeding by any governmental body or board,shall have been issued or commenced, or any legislation enacted, with the purpose or effect of prohibiting the issuance, offering or sale of the Series 2001 Bonds as contemplated hereby or by the Official Statement or prohibiting the adoption of the Resolution or the performance thereof,or (vi) between the date hereofand the Closing,the County has,without the prior written consent of the Underwriters,offered or issued any bonds,notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, other than as described in the Official Statement,in either case payable fromthe full faith and credit of the County or any portion of the Pledged Revenues,or (vii) the President of the United States, the office of Management and Budget, the Department of Treasury, the Internal Revenue Service or any other governmental body, department, agency or commission of the United States or the State of Florida shall take or propose to take any action or implement or propose regulations,rules or legislation which,in the reasonable judgment ofthe Underwriters,materially adversely affects the market price ofthe Series 2001 Bonds or causes any material information in the Official Statement, in light of the circumstances under which it appears,to be misleading in any material respect,or (viii) any executive order shall be announced, or any legislation, ordinance, Wile or regulation shall be proposed by or introduced in, or be enacted by any governmental body, department,agency or commissionofthe United States or the State ofFlorida or the State ofNew York, having jurisdiction over the subject matter, or a decision by any court of competent jurisdiction within the United States or within the State ofFlorida or the State of New York shall be rendered which,in the reasonable judgment of the Underwriters, materially adversely affects the market price of the Series 2001 Bonds or causes any information in the Official Statement to be misleading in any material respect,or (ix) prior to Closing,either(A)Standard&Poor's Credit Markets Services or Fitch Investors Service shall inform the County or the Underwriters that the Series 2001 Bonds will not be rated at least"AAA" and "AAA," respectively or(B) [Insurer Name] (the "Insurer") shall inform the Underwriters or the County that it shall not deliver its municipal bond insurance policy and reserve fund surety(collectively,the"Policy")at the time of Closing,or 9 OV) in the opinion of the Underwriters, payment for and delivery of the Series 2001 Bonds is rendered impracticable or inadvisable because (A) trading m securities generally shall have been suspended on the New York Stock Exchange, Inc., or (B) a general banking moratorium shall have been established by Federal,New York or Florida authorities,or(C)the engagement ofthe United States in a war or other hostilities or the threat ofwar or other hostilities, or (v) an order,decree or injunction of any court of competent jurisdiction,or any order, ruling,regulationor administrative proceeding by any governmental body or board,shall have been issued or commenced, or any legislation enacted, with the purpose or effect of prohibiting the issuance, offering or sale of the Series 2001 Bonds as contemplated hereby or by the Official Statement or prohibiting the adoption of the Resolution or the performance thereof,or (vi) between the date hereofand the Closing,the County has,without the prior written consent of the Underwriters,offered or issued any bonds,notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, other than as described in the Official Statement,in either case payable fromthe full faith and credit of the County or any portion of the Pledged Revenues,or (vii) the President of the United States, the office of Management and Budget, the Department of Treasury, the Internal Revenue Service or any other governmental body, department, agency or commission of the United States or the State of Florida shall take or propose to take any action or implement or propose regulations,rules or legislation which,in the reasonable judgment ofthe Underwriters,materially adversely affects the market price ofthe Series 2001 Bonds or causes any material information in the Official Statement, in light of the circumstances under which it appears,to be misleading in any material respect,or (viii) any executive order shall be announced, or any legislation, ordinance, Wile or regulation shall be proposed by or introduced in, or be enacted by any governmental body, department,agency or commissionofthe United States or the State ofFlorida or the State ofNew York, having jurisdiction over the subject matter, or a decision by any court of competent jurisdiction within the United States or within the State ofFlorida or the State of New York shall be rendered which,in the reasonable judgment of the Underwriters, materially adversely affects the market price of the Series 2001 Bonds or causes any information in the Official Statement to be misleading in any material respect,or (ix) prior to Closing,either(A)Standard&Poor's Credit Markets Services or Fitch Investors Service shall inform the County or the Underwriters that the Series 2001 Bonds will not be rated at least"AAA" and "AAA," respectively or(B) [Insurer Name] (the "Insurer") shall inform the Underwriters or the County that it shall not deliver its municipal bond insurance policy and reserve fund surety(collectively,the"Policy")at the time of Closing,or 9 f W the rating of any class of security of the County shall have been downgraded or withdrawn by a national credit rating service,or (xi) the Certification has been modified or revoked. (f) At or prior to the date of the Closing, the Underwriters shall receive the following documents: (i) The Resolution certified by the Clerk of Circuit Court under seal as having been duly enacted,adopted or executed,as the case maybe,by the County and as being in effect,with only such supplements, modifications or amendments as may have been agreed to by the Underwriters. (ii) Fully executed counterparts of(A)the Continuing Disclosure Certificate,and(B) the Official Statement and copies of conformed Official Statements sufficient to satisfy the requirements of Section 4 hereof. (iii) A final approving opinion of Bryant,Miller and Olive,P.A.,Bond Counsel to the County, addressed to you, dated the date of the Closing,in substantially the form included in the Official Statement as Appendix E. (iv) A letter of Bryant, Miller and Olive, P.A., addressed to the Underwriters, and dated the date of Closing, to the effect that their final approving opinion referred to in Section 8(f)(iii)hereofmaybe relied upon by the Underwriters and the Insurer to the same extent as ifsuch opinion were addressed to the Underwriters and the Insurer. (v) A supplemental opinion of Bryant,Miller and Olive,P.A.,addressed to you and the Underwriters,and dated the date of Closing,to the effect that,(A)the information set forth in the Official Statement under the headings,"INTRODUCTION,""PURPOSES OF THE SERIES 2001 BONDS,""DESCRIPTION OF THE SERIES 2001 BONDS"and "SECURITY FOR THE SERIES 2001 BONDS" (other than the financial and statistical information and infomration concerning the Insurer included therein as to which no opinion need be expressed),insofar as such information purports to be descriptions or summaries of the Act, the Resolution and the Series 2001 Bonds, constitute correct summaries of the matters set forth or the documents referred to therein,and the informationunder the heading"TAX EXEMPTION'is correct,and(B)the Series 2001 Bonds are not required to be registered under the Securities Act of 1933,as amended, and it is not necessary to qualify the Resolution under the Trust Indenture Act of 1939,as amended. (vi) An opinion of Paul G. Bangel, County Attorney, a portion of which may be delivered by Special County Attorney, addressed to you,the Insurer and the Underwriters,and dated the date ofthe Closing,to the effect that, (A)the County is a political subdivision ofthe State of Florida, duly created and validly existing and has full legal right,power and authority to adopt the Resolution and perform its obligations under the Resolution, and to authorize, execute and 10 f W the rating of any class of security of the County shall have been downgraded or withdrawn by a national credit rating service,or (xi) the Certification has been modified or revoked. (f) At or prior to the date of the Closing, the Underwriters shall receive the following documents: (i) The Resolution certified by the Clerk of Circuit Court under seal as having been duly enacted,adopted or executed,as the case maybe,by the County and as being in effect,with only such supplements, modifications or amendments as may have been agreed to by the Underwriters. (ii) Fully executed counterparts of(A)the Continuing Disclosure Certificate,and(B) the Official Statement and copies of conformed Official Statements sufficient to satisfy the requirements of Section 4 hereof. (iii) A final approving opinion of Bryant,Miller and Olive,P.A.,Bond Counsel to the County, addressed to you, dated the date of the Closing,in substantially the form included in the Official Statement as Appendix E. (iv) A letter of Bryant, Miller and Olive, P.A., addressed to the Underwriters, and dated the date of Closing, to the effect that their final approving opinion referred to in Section 8(f)(iii)hereofmaybe relied upon by the Underwriters and the Insurer to the same extent as ifsuch opinion were addressed to the Underwriters and the Insurer. (v) A supplemental opinion of Bryant,Miller and Olive,P.A.,addressed to you and the Underwriters,and dated the date of Closing,to the effect that,(A)the information set forth in the Official Statement under the headings,"INTRODUCTION,""PURPOSES OF THE SERIES 2001 BONDS,""DESCRIPTION OF THE SERIES 2001 BONDS"and "SECURITY FOR THE SERIES 2001 BONDS" (other than the financial and statistical information and infomration concerning the Insurer included therein as to which no opinion need be expressed),insofar as such information purports to be descriptions or summaries of the Act, the Resolution and the Series 2001 Bonds, constitute correct summaries of the matters set forth or the documents referred to therein,and the informationunder the heading"TAX EXEMPTION'is correct,and(B)the Series 2001 Bonds are not required to be registered under the Securities Act of 1933,as amended, and it is not necessary to qualify the Resolution under the Trust Indenture Act of 1939,as amended. (vi) An opinion of Paul G. Bangel, County Attorney, a portion of which may be delivered by Special County Attorney, addressed to you,the Insurer and the Underwriters,and dated the date ofthe Closing,to the effect that, (A)the County is a political subdivision ofthe State of Florida, duly created and validly existing and has full legal right,power and authority to adopt the Resolution and perform its obligations under the Resolution, and to authorize, execute and 10 deliver and to perform its obligations under this Bond Purchase Contract,the Continuing Disclosure Certificate and the Dodgertown Documents,(B)the County has duly adopted the Resolution and has duly authorized, executed and delivered this Bond Purchase Contract, the Continuing Disclosure Certificate and the Dodgertown Documents, and assuming the due authorization, execution and deliveryofthis Bond Purchase Contract,the Continuing Disclosure Certificate and the Dodgertown Documents by the otherparties thereto,each such instrument constitutes the legal, binding and valid obligation of the County, enforceable in accordance with its respective terms; provided, however, the enforceability thereof may be subject to bankruptcy, insolvency, reorganization,moratorium and other similar laws affecting creditors'rights generally and subject, as to enforceability,to general principles of equity and the Series 2001 Bonds have been properly executed by the proper officers of the County,(C)the information in the Official Statement as to legal matters relating to the County,the Act,the Series 2001 Bonds and the Resolution is correct in all material respects and does not omit any statement,which in his opinion, should be included or referred to therein, and in addition,withrespect to the information in the Official Statement and based upon his review ofthe Official Statement as County Attorney and without having undertaken to determine independently the accuracy or completeness ofthe contents ofthe Official Statement, he has no reason to believe that the Official Statement(except for the financial and statistical data contained therein and the information relating to the Insurer and the Policy, as to which no view need be expressed)contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made,not misleading,(D)the use of the Preliminary Official Statement by the Underwriters for the purpose of offering the Series 2001 Bonds for sale has been duly authorized and ratified by the County, (E) the information set forth in the Official Statement under the heading "SPRING TRAINING FACILITY" (other than the financial and statistical information included therein as to whichno opinion need be expressed),insofar as such information purports to be descriptions or summaries of the Dodgertown Documents constitutes correct summaries ofthe matters set forth or the documents referred to therein, (F)the Official Statement has been duly authorized,executed and delivered by the County,and the County has consented to the use thereof by the Underwriters, (G) to the best of his knowledge, the adoption of the Resolution, and the authorization, execution and delivery of this Bond Purchase Contract, the Continuing Disclosure Certificate and the Series 2001 Bonds,and compliance withthe provisions hereof and thereof, will not conflict with, or constitute a breach of or default under, any law, administrative regulation, consent decree, ordinance, resolution or any agreement or other instrument to which the County was or is subject, as the case may be,nor will such enactment, adoption,execution,delivery,authorizationor compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the County, or under the terms of any law, administrative regulation, ordinance,resolution or instnnnent,except as expressly provided by the Resolution,(H)to the best ofhis knowledge,all approvals,consents,authorizations and orders ofany governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the County, of its obligations hereunder and under the Resolution have been obtained and are in full force and effect,(1)the County is lawfully empowered to the receipt of,and 11 deliver and to perform its obligations under this Bond Purchase Contract,the Continuing Disclosure Certificate and the Dodgertown Documents,(B)the County has duly adopted the Resolution and has duly authorized, executed and delivered this Bond Purchase Contract, the Continuing Disclosure Certificate and the Dodgertown Documents, and assuming the due authorization, execution and deliveryofthis Bond Purchase Contract,the Continuing Disclosure Certificate and the Dodgertown Documents by the otherparties thereto,each such instrument constitutes the legal, binding and valid obligation of the County, enforceable in accordance with its respective terms; provided, however, the enforceability thereof may be subject to bankruptcy, insolvency, reorganization,moratorium and other similar laws affecting creditors'rights generally and subject, as to enforceability,to general principles of equity and the Series 2001 Bonds have been properly executed by the proper officers of the County,(C)the information in the Official Statement as to legal matters relating to the County,the Act,the Series 2001 Bonds and the Resolution is correct in all material respects and does not omit any statement,which in his opinion, should be included or referred to therein, and in addition,withrespect to the information in the Official Statement and based upon his review ofthe Official Statement as County Attorney and without having undertaken to determine independently the accuracy or completeness ofthe contents ofthe Official Statement, he has no reason to believe that the Official Statement(except for the financial and statistical data contained therein and the information relating to the Insurer and the Policy, as to which no view need be expressed)contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made,not misleading,(D)the use of the Preliminary Official Statement by the Underwriters for the purpose of offering the Series 2001 Bonds for sale has been duly authorized and ratified by the County, (E) the information set forth in the Official Statement under the heading "SPRING TRAINING FACILITY" (other than the financial and statistical information included therein as to whichno opinion need be expressed),insofar as such information purports to be descriptions or summaries of the Dodgertown Documents constitutes correct summaries ofthe matters set forth or the documents referred to therein, (F)the Official Statement has been duly authorized,executed and delivered by the County,and the County has consented to the use thereof by the Underwriters, (G) to the best of his knowledge, the adoption of the Resolution, and the authorization, execution and delivery of this Bond Purchase Contract, the Continuing Disclosure Certificate and the Series 2001 Bonds,and compliance withthe provisions hereof and thereof, will not conflict with, or constitute a breach of or default under, any law, administrative regulation, consent decree, ordinance, resolution or any agreement or other instrument to which the County was or is subject, as the case may be,nor will such enactment, adoption,execution,delivery,authorizationor compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the County, or under the terms of any law, administrative regulation, ordinance,resolution or instnnnent,except as expressly provided by the Resolution,(H)to the best ofhis knowledge,all approvals,consents,authorizations and orders ofany governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the County, of its obligations hereunder and under the Resolution have been obtained and are in full force and effect,(1)the County is lawfully empowered to the receipt of,and 11 s i to pledge, and grant a prior lien on, the Pledged Revenues for payment of the principal of and interest on the Series 2001 Bonds as the same becomes due and payable, and (J) except as disclosed in the Official Statement,to the best of his knowledge, as of the date of such opinion, there is no action, suit,proceeding,inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened against the County, affecting or seeking to prohibit,restrain or enjoin the sale,issuance or delivery of the Series 2001 Bonds,or the pledge of and lien on the Pledged Revenues, or contesting or affecting the validity or enforceability in any respect of the Series 2001 Bonds, the Resolution, the Dodgertown Documents,the Continuing Disclosure Certificate or this Bond Purchase Contract, or contesting the tax-exempt status of interest on the Series 2001 Bonds, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the County or the County Commission,or any authority for the issuance of the Series 2001 Bonds, the adoption of the Resolution or the execution and delivery by the County of this Bond Purchase Contract,the Continuing Disclosure Certificate and the Dodgertown Documents. (vii) A certificate,which shall be true and correct at the time of Closing,signed by the County Finance Director,or such other officials satisfactory to the Underwriters,and in form and substance satisfactory to the Underwriters,to the effect that,to the best of their knowledge and belief(A)the representations,warranties and covenants of the County contained herein are true and correct in all material respects and are complied with as of the time of Closing, (B) the statistical and tabular information appearing in the Official Statement under the subcaptions"State Payments,""Tourist Development Tax,"and"Half-Cent Sales Tax"under the principal caption "SECURITY FOR THE SERIES 2001 BONDS"has been provided by the County specifically for inclusion therein and is true,correct and complete as ofits date,(C)except as described under the caption referred to in(B) above, since the date of the audited financial statements contained m the Official Statement,there has been no material adverse change in the financial condition of the County nor the Pledged Revenues,and(D)the Official Statement did not as ofits date,and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used,or which is necessary in order to make the statements contained therein,in light of the circumstances in which they were made, not misleading (provided, that no opinion need be expressed regarding the information contained therein relating to the Insurer or the Policy). (viii) A certificate of an authorized representative of First Union National Bank, Jacksonville,Florida (the"Bank"),as Registrar and Paying Agent to the effect that(A)the Bank is a national banking association duly organized,validly existing and in good standing underthe laws of the United States of America and is duly authorized to exercise trust powers in the State of Florida,(B)the Bank has all requisite authority,power,licenses,permits and franchises,and has full corporate power and legal authority to execute and perform its functions under the Resolution, (C)the performance by the Bank of its functions under the Resolution will not result in any violation ofthe Articles ofAssociationor Bylaws of the Bank, any court order to which the Bank is subject or any agreement,indenture or other obligation or instrument to which the Bank is a party or by 12 s i to pledge, and grant a prior lien on, the Pledged Revenues for payment of the principal of and interest on the Series 2001 Bonds as the same becomes due and payable, and (J) except as disclosed in the Official Statement,to the best of his knowledge, as of the date of such opinion, there is no action, suit,proceeding,inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened against the County, affecting or seeking to prohibit,restrain or enjoin the sale,issuance or delivery of the Series 2001 Bonds,or the pledge of and lien on the Pledged Revenues, or contesting or affecting the validity or enforceability in any respect of the Series 2001 Bonds, the Resolution, the Dodgertown Documents,the Continuing Disclosure Certificate or this Bond Purchase Contract, or contesting the tax-exempt status of interest on the Series 2001 Bonds, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the County or the County Commission,or any authority for the issuance of the Series 2001 Bonds, the adoption of the Resolution or the execution and delivery by the County of this Bond Purchase Contract,the Continuing Disclosure Certificate and the Dodgertown Documents. (vii) A certificate,which shall be true and correct at the time of Closing,signed by the County Finance Director,or such other officials satisfactory to the Underwriters,and in form and substance satisfactory to the Underwriters,to the effect that,to the best of their knowledge and belief(A)the representations,warranties and covenants of the County contained herein are true and correct in all material respects and are complied with as of the time of Closing, (B) the statistical and tabular information appearing in the Official Statement under the subcaptions"State Payments,""Tourist Development Tax,"and"Half-Cent Sales Tax"under the principal caption "SECURITY FOR THE SERIES 2001 BONDS"has been provided by the County specifically for inclusion therein and is true,correct and complete as ofits date,(C)except as described under the caption referred to in(B) above, since the date of the audited financial statements contained m the Official Statement,there has been no material adverse change in the financial condition of the County nor the Pledged Revenues,and(D)the Official Statement did not as ofits date,and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used,or which is necessary in order to make the statements contained therein,in light of the circumstances in which they were made, not misleading (provided, that no opinion need be expressed regarding the information contained therein relating to the Insurer or the Policy). (viii) A certificate of an authorized representative of First Union National Bank, Jacksonville,Florida (the"Bank"),as Registrar and Paying Agent to the effect that(A)the Bank is a national banking association duly organized,validly existing and in good standing underthe laws of the United States of America and is duly authorized to exercise trust powers in the State of Florida,(B)the Bank has all requisite authority,power,licenses,permits and franchises,and has full corporate power and legal authority to execute and perform its functions under the Resolution, (C)the performance by the Bank of its functions under the Resolution will not result in any violation ofthe Articles ofAssociationor Bylaws of the Bank, any court order to which the Bank is subject or any agreement,indenture or other obligation or instrument to which the Bank is a party or by 12 whichthe Bank is bound,and no approval or other action by any governmental authority or agency having supervisory authority over the Bank is required to be obtained by the Bank in order to perform its functions under the Resolution,and(D)to the best of such representative's knowledge, there is no action, suit, proceeding or investigation at law or in equity before any court, public board or body pending or, to his or her knowledge, threatened against or affecting the Bank wherein an unfavorable decision,Wiling or finding on an issue raised by any party thereto is likely to materially and adversely affect the ability of the Bank to perform its obligations under the Resolution. (ix) Certified copies of(a)the Dodgertown Documents and(b)the Certification. (x) The Policy issued by the Insurer and the Surety Policy issued by[Insurer Name]. (xi) An opinion of general counsel to the Insurer or a certificate of an officer of the Insurer dated the date of the Closing and addressed to the Underwriters,concerning the Insurer, the Policy, and the information relating to the Insurer and the Policy contained in the Official Statement,in form and substance satisfactory to Bond Counsel,the Underwriters and Counsel to the Underwriters. (xii) A letter of Fitch IBCA,Inc.to the effect that the Series 2001 Bonds have been assigned a rating no less favorable than"AAA" and letter of Standard&Poor's Credit Markets Services to the effect that the Series 2001 Bonds have been assigned a rating no less favorable than "AAA"each of which ratings shall be in effect as of the date of Closing. (xiii) Suchadditional legal opinions,certificates,instruments and other documents as the Underwriters may reasonably request to evidence the truth and accuracy,as ofthe date hereof and as ofthe date ofthe Closing,of the County's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the County on or prior to the date of Closing of all the agreements then to be performed and conditions then to be satisfied by it. If the County shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase,to accept delivery of and to pay for the Series 2001 Bonds contained in this Bond Purchase Contract and the Underwriters does not waive such inability in writing, or if the obligations of the Underwriters to purchase,to accept delivery of and to pay for the Series 2001 Bonds shall be terminated for any reason permitted by this Bond Purchase Contract,this Bond Purchase Contract shall terminate,the good faith deposit described in Section 2 hereof shall be returned to the Underwriters and neither the Underwriters nor the County shall be under any fiuther obligation hereunder, except that the respective obligations ofthe County and the Underwriters set forth in Section 9 hereof shall continue in full force and effect. 13 whichthe Bank is bound,and no approval or other action by any governmental authority or agency having supervisory authority over the Bank is required to be obtained by the Bank in order to perform its functions under the Resolution,and(D)to the best of such representative's knowledge, there is no action, suit, proceeding or investigation at law or in equity before any court, public board or body pending or, to his or her knowledge, threatened against or affecting the Bank wherein an unfavorable decision,Wiling or finding on an issue raised by any party thereto is likely to materially and adversely affect the ability of the Bank to perform its obligations under the Resolution. (ix) Certified copies of(a)the Dodgertown Documents and(b)the Certification. (x) The Policy issued by the Insurer and the Surety Policy issued by[Insurer Name]. (xi) An opinion of general counsel to the Insurer or a certificate of an officer of the Insurer dated the date of the Closing and addressed to the Underwriters,concerning the Insurer, the Policy, and the information relating to the Insurer and the Policy contained in the Official Statement,in form and substance satisfactory to Bond Counsel,the Underwriters and Counsel to the Underwriters. (xii) A letter of Fitch IBCA,Inc.to the effect that the Series 2001 Bonds have been assigned a rating no less favorable than"AAA" and letter of Standard&Poor's Credit Markets Services to the effect that the Series 2001 Bonds have been assigned a rating no less favorable than "AAA"each of which ratings shall be in effect as of the date of Closing. (xiii) Suchadditional legal opinions,certificates,instruments and other documents as the Underwriters may reasonably request to evidence the truth and accuracy,as ofthe date hereof and as ofthe date ofthe Closing,of the County's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the County on or prior to the date of Closing of all the agreements then to be performed and conditions then to be satisfied by it. If the County shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase,to accept delivery of and to pay for the Series 2001 Bonds contained in this Bond Purchase Contract and the Underwriters does not waive such inability in writing, or if the obligations of the Underwriters to purchase,to accept delivery of and to pay for the Series 2001 Bonds shall be terminated for any reason permitted by this Bond Purchase Contract,this Bond Purchase Contract shall terminate,the good faith deposit described in Section 2 hereof shall be returned to the Underwriters and neither the Underwriters nor the County shall be under any fiuther obligation hereunder, except that the respective obligations ofthe County and the Underwriters set forth in Section 9 hereof shall continue in full force and effect. 13 9. Expenses. The Underwriters shall be under no obligation to pay, and the County shall pay, any expense incident to the performance of the County's obligations hereunder including, but not limited to: (a)the cost of preparation,printing and delivery of the Resolution; (b) the cost of preparation and printing of the Series 2001 Bonds; (c)the fees and disbursements of Bond Counsel and Disclosure Counsel; (d) the fees and disbursements of the County's certified public accountants; (e) the fees and disbursements of any experts,consultants or advisors retained by the County; (f)fees for bond ratings;(g) the fees and expenses ofthe Registrar,the Paying Agent and of their respective counsel; and(h)the costs of preparing,printing and delivering the Preliminary Official Statement and the Official Statement and any supplements or amendments thereto. The Underwriters shall pay: (a) all advertising expenses; and(b) all other expenses incurred by them or any of them in connection with the public offering ofthe Series 2001 Bonds.In the event that either parry shall have paid obligations of the other as set forth in this Section 9,adjustment shall be made at the time of the Closing. 10. Notices. Any notice or other communicationto be given to you under this Bond Purchase Contract maybe givenbymailingthe same to Indian River County,Florida, 1840 25thStreet,Vero Beach, Florida 32960,to the attentionofthe County Administrator,withcopies to the Director ofFinance and the County Attorney, and any such notice or other communication to be given to the Underwriters may be mailed to WilliamR Hough&Co., 100 Second Avenue South, Suite 800,St.Petersburg, Florida 33701. 11. Parties in Interest. This Bond Purchase Contract is made solely for the benefit of the County and the Underwriters and no other party or person shall acquire or have any right hereunder or by virtue hereof. All your representations,warranties and agreements in this Bond Purchase Contract shall remain operative and in full force and effect and shall survive the delivery of the Series 2001 Bonds. 12. Waiver. Notwithstandingany provisionhereintothe contrary,the performance ofany and all obligations ofthe County hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriters may be waived by the Underwriters, in their sole discretion, and the approval of the Underwriters when required hereunder or the determination of their satisfaction as to any document referred to herein shall be in writing, signed by an appropriate officer or officers of the Underwriters and delivered to you. 13. No Liability. Neither the Board of County Commissioners, nor any of the members thereof,nor any officer,agent or employee thereof,shall be charged personally by the Underwriters with any liability,or held liable to the Underwriters under any term or provision of this Bond Purchase Contract because ofits execution or attempted execution,or because ofany breach or attempted or alleged breach thereof. 14 9. Expenses. The Underwriters shall be under no obligation to pay, and the County shall pay, any expense incident to the performance of the County's obligations hereunder including, but not limited to: (a)the cost of preparation,printing and delivery of the Resolution; (b) the cost of preparation and printing of the Series 2001 Bonds; (c)the fees and disbursements of Bond Counsel and Disclosure Counsel; (d) the fees and disbursements of the County's certified public accountants; (e) the fees and disbursements of any experts,consultants or advisors retained by the County; (f)fees for bond ratings;(g) the fees and expenses ofthe Registrar,the Paying Agent and of their respective counsel; and(h)the costs of preparing,printing and delivering the Preliminary Official Statement and the Official Statement and any supplements or amendments thereto. The Underwriters shall pay: (a) all advertising expenses; and(b) all other expenses incurred by them or any of them in connection with the public offering ofthe Series 2001 Bonds.In the event that either parry shall have paid obligations of the other as set forth in this Section 9,adjustment shall be made at the time of the Closing. 10. Notices. Any notice or other communicationto be given to you under this Bond Purchase Contract maybe givenbymailingthe same to Indian River County,Florida, 1840 25thStreet,Vero Beach, Florida 32960,to the attentionofthe County Administrator,withcopies to the Director ofFinance and the County Attorney, and any such notice or other communication to be given to the Underwriters may be mailed to WilliamR Hough&Co., 100 Second Avenue South, Suite 800,St.Petersburg, Florida 33701. 11. Parties in Interest. This Bond Purchase Contract is made solely for the benefit of the County and the Underwriters and no other party or person shall acquire or have any right hereunder or by virtue hereof. All your representations,warranties and agreements in this Bond Purchase Contract shall remain operative and in full force and effect and shall survive the delivery of the Series 2001 Bonds. 12. Waiver. Notwithstandingany provisionhereintothe contrary,the performance ofany and all obligations ofthe County hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriters may be waived by the Underwriters, in their sole discretion, and the approval of the Underwriters when required hereunder or the determination of their satisfaction as to any document referred to herein shall be in writing, signed by an appropriate officer or officers of the Underwriters and delivered to you. 13. No Liability. Neither the Board of County Commissioners, nor any of the members thereof,nor any officer,agent or employee thereof,shall be charged personally by the Underwriters with any liability,or held liable to the Underwriters under any term or provision of this Bond Purchase Contract because ofits execution or attempted execution,or because ofany breach or attempted or alleged breach thereof. 14 14. Governing Law. This Bond Purchase Contract,and the terms and conditions herein,shall constitute the full and complete agreement between the County and the Underwriters with respect to the purchase and sale of the Series 2001 Bonds. This Bond Purchase Contract shall be governed by and construed in accordance with the laws of the State of Florida. Very truly yours, WILLIAM R.HOUGH & CO. Hanifen,Imhoff,Inc. By: WILLIAM R. HOUGH& CO. By: Title: Vice President Accepted this day of April,2001. INDIAN RIVER COUNTY,FLORIDA ATTEST: Chairman,Board of County Commissioners Circuit Clerk County Administrator Approved as to form: Special County Attorney 15 14. Governing Law. This Bond Purchase Contract,and the terms and conditions herein,shall constitute the full and complete agreement between the County and the Underwriters with respect to the purchase and sale of the Series 2001 Bonds. This Bond Purchase Contract shall be governed by and construed in accordance with the laws of the State of Florida. Very truly yours, WILLIAM R.HOUGH & CO. Hanifen,Imhoff,Inc. By: WILLIAM R. HOUGH& CO. By: Title: Vice President Accepted this day of April,2001. INDIAN RIVER COUNTY,FLORIDA ATTEST: Chairman,Board of County Commissioners Circuit Clerk County Administrator Approved as to form: Special County Attorney 15 EXHIBIT A SERIES 2001 BONDS MATURITY SCHEDULE Maturity Principal Price or (September 1) Amount Interest Rate Yield Redemption Provisions * Final Maturity 15 EXHIBIT A SERIES 2001 BONDS MATURITY SCHEDULE Maturity Principal Price or (September 1) Amount Interest Rate Yield Redemption Provisions * Final Maturity 15 EXHIBIT B DISCLOSURE STATEMENT AND TRUTH-IN-BONDING STATEMENT February ,2001 Board of County Commissioners Indian River County Vero Beach, Florida Re: [Bond Amount]Indian River County,Florida, Revenue Bonds(Spring Training Facility), Series 2001 Dear Commission Members: In connection withthe proposed issuance by IndianRiver County,Florida(the"County")of[Bond Amount] Revenue Bonds (Spring Training Facility), Series 2001 (the "Series 2001 Bonds"), William R Hough&Co.and Hanifen,Imhoff,Inc.(collectively,the"Underwriters")are underwriting a public offering of the Series 2001 Bonds. The purpose ofthe following seven paragraphs of this letter is to famish,pursuant to the provisions of Section 218.385(6),Florida Statutes,as amended, certain information in respect of the arrangements contemplated for the purchase and sale of the Series 2001 Bonds, as follows: (a) The nature and estimated amount of expenses to be incurred by the Underwriters in connection withthe purchase and re-offering ofthe Series 2001 Bonds are set forthin Schedule I attached hereto. (b) There are no "finders,"as defined in Section 218.386, Florida Statutes, as amended, connected with the sale and purchase of the Series 2001 Bonds. (c) The combined underwriting spread,the difference between the price at which the Series 2001 Bonds will be initially offered to the public by the Underwriters and the price to be paid to the County for the Series 2001 Bonds,exclusive of original issue discount and accrued interest,will be approximately [$ ]per$1,000 of Series 2001 Bonds issued. The underwriting spread for the Series 2001 Bonds will be approximately B-1 EXHIBIT B DISCLOSURE STATEMENT AND TRUTH-IN-BONDING STATEMENT February ,2001 Board of County Commissioners Indian River County Vero Beach, Florida Re: [Bond Amount]Indian River County,Florida, Revenue Bonds(Spring Training Facility), Series 2001 Dear Commission Members: In connection withthe proposed issuance by IndianRiver County,Florida(the"County")of[Bond Amount] Revenue Bonds (Spring Training Facility), Series 2001 (the "Series 2001 Bonds"), William R Hough&Co.and Hanifen,Imhoff,Inc.(collectively,the"Underwriters")are underwriting a public offering of the Series 2001 Bonds. The purpose ofthe following seven paragraphs of this letter is to famish,pursuant to the provisions of Section 218.385(6),Florida Statutes,as amended, certain information in respect of the arrangements contemplated for the purchase and sale of the Series 2001 Bonds, as follows: (a) The nature and estimated amount of expenses to be incurred by the Underwriters in connection withthe purchase and re-offering ofthe Series 2001 Bonds are set forthin Schedule I attached hereto. (b) There are no "finders,"as defined in Section 218.386, Florida Statutes, as amended, connected with the sale and purchase of the Series 2001 Bonds. (c) The combined underwriting spread,the difference between the price at which the Series 2001 Bonds will be initially offered to the public by the Underwriters and the price to be paid to the County for the Series 2001 Bonds,exclusive of original issue discount and accrued interest,will be approximately [$ ]per$1,000 of Series 2001 Bonds issued. The underwriting spread for the Series 2001 Bonds will be approximately B-1 (d) As part of the estimated underwriting spread set forth in paragraph (c) above, the Underwriters will charge a management fee of[$. ] per$1,000 of Series 2001 Bonds issued. (e) No other fee, bonus or other compensation is estimated to be paid by the Underwriters in connection with the issuance ofthe Series 2001 Bonds to any person not regularly employed or retained by the Underwriters(including any"finder"as defined in Section218.386(1)(a),Florida Statutes),except as specifically enumerated as expenses to be incurred by the Underwriters, as set forth in paragraph(a) above. (fl The names and addresses of the Underwriters are: William R.Hough&Co. 100 Second Avenue South, Suite 800 St.Petersburg, Florida 33701 Hanifen,Imhoff, Inc. 1560 North Orange Avenue, Suite 210 Winter Park,Florida 32789 The purpose of the following two paragraphs is to furnish,pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth-in-bonding statement required thereby, as follows: (a) The County is proposing to issue the Series 2001 Bonds to(i)advance refund the Series 1994 Bonds; (ii) fund the Reserve Requirement for the Series 2001 Bonds; and (iii) pay the costs of issuance of the Series 2001 Bonds. The obligations are expected to be repaid over a period of approximately [ ]years. At the interest rates set forth on Exhibit A to the Bond Purchase Contract to which this is attached,total interest paid over the life of the obligation will be approximately[$ J (b) The source ofrepayment or security of the Series 2001 Bonds is the Pledged Revenues. Authorizing this debt will result in an average of approximately[$ ] in the years [ ]through[ ] and approximately[$ ] in the years [ ] through [ ] of such Pledged Revenues not being available to finance other services of the County each year for the term of the issue. B-2 (d) As part of the estimated underwriting spread set forth in paragraph (c) above, the Underwriters will charge a management fee of[$. ] per$1,000 of Series 2001 Bonds issued. (e) No other fee, bonus or other compensation is estimated to be paid by the Underwriters in connection with the issuance ofthe Series 2001 Bonds to any person not regularly employed or retained by the Underwriters(including any"finder"as defined in Section218.386(1)(a),Florida Statutes),except as specifically enumerated as expenses to be incurred by the Underwriters, as set forth in paragraph(a) above. (fl The names and addresses of the Underwriters are: William R.Hough&Co. 100 Second Avenue South, Suite 800 St.Petersburg, Florida 33701 Hanifen,Imhoff, Inc. 1560 North Orange Avenue, Suite 210 Winter Park,Florida 32789 The purpose of the following two paragraphs is to furnish,pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth-in-bonding statement required thereby, as follows: (a) The County is proposing to issue the Series 2001 Bonds to(i)advance refund the Series 1994 Bonds; (ii) fund the Reserve Requirement for the Series 2001 Bonds; and (iii) pay the costs of issuance of the Series 2001 Bonds. The obligations are expected to be repaid over a period of approximately [ ]years. At the interest rates set forth on Exhibit A to the Bond Purchase Contract to which this is attached,total interest paid over the life of the obligation will be approximately[$ J (b) The source ofrepayment or security of the Series 2001 Bonds is the Pledged Revenues. Authorizing this debt will result in an average of approximately[$ ] in the years [ ]through[ ] and approximately[$ ] in the years [ ] through [ ] of such Pledged Revenues not being available to finance other services of the County each year for the term of the issue. B-2 The foregoing is provided for information purposes only and shall not affect or control the actual ten-ns and conditions of the Series 2001 Bonds. Very truly yours, WILLIAM R HOUGH& CO. Title: Vice President B-3 The foregoing is provided for information purposes only and shall not affect or control the actual ten-ns and conditions of the Series 2001 Bonds. Very truly yours, WILLIAM R HOUGH& CO. Title: Vice President B-3 e SCREDULEI UNDERWRITER'S ESTIMATED EXPENSES (Per$1,000 of Series 2001 Bonds) Per Bond Amount Travel,Closing,Newspaper Advertising Postage/Fax/Phone/Courier DTC/CUSIP/Dalnet/PSA Day Loan Total I-1 e SCREDULEI UNDERWRITER'S ESTIMATED EXPENSES (Per$1,000 of Series 2001 Bonds) Per Bond Amount Travel,Closing,Newspaper Advertising Postage/Fax/Phone/Courier DTC/CUSIP/Dalnet/PSA Day Loan Total I-1 EXHIBIT B PRELIMINARY OFFICIAL STATEMENT EXHIBIT B PRELIMINARY OFFICIAL STATEMENT s t a Pl-cll lllnal_I 0111clu/ `,lalcincill 1A1tcd August , _'UGI NEN'ISSUE-BOOK-ENTRY ONLY Ratings: Standard&Poor's:_ Fitch: (Financial Guaranty Insured) See "RATINGS" herein In she opinion of Bond Counsel,assuming continuing compliance by the County with certain covenants to comply with provisions of the Internal Revenue Code of 1986,as amended,interest on the Series 2001 Bonds is excluded from gross income for purposes of federal income taxation and is not an item of tax preference for purposes of the federal _ -alternative minimum tax imposed on individuals and corporations under existing statutes,regulations and judicial decisions;although it should be noted that in the case of corporations las defined for federal income rax purposes),such interest is taken into account in determining adjusted current earnings for purposes of such alternative minimum tax. Furthermore,in the opinion of Bond Counsel,the Series 2001 Bonds and the income therefrom are exempt from taxation under rite laws of the State of£/arida,except as to Florida estate taxes imposed by Chapter 198,Florida Statutes,as amended and met income and franchise taxes imposed by Chapter 220,Florida Statutes,as amended. See"TAX EXEMPTION"herein jar further information. 3 $10,000,000* INDIAN RIVER COUNTY,FLORIDA zz Revenue Bonds 3 (Spring Training Facility) = Series 2001 ^� Dated:August 1,2001 Due:April 1,as shown below Indian River County,Flonda(the"County")is issuing its Revenue Bonds(Spring Training Facility),Series 2001(the"Series 2001 Bonds").in fully registered form in denominationsofS5,000pnncipalamount or any integral multiples thereof. Interest on the Series 2001 Bonds is payable on April 1,2002 andsemiannually thereafter on each April 1 and October I,by check or draft of First Union National Bank,Miami, .. ^ Florida,the Bond Registrar and Paying Agent,made out and mailed to each registered owner thereof at the address as it appears on the registration books kept by the Bond Registrar on the 15th day of the month preceding the applicable interest pavment date.Principal of the Senes 2001 Bonds and any redemption premium will be payable upon presentation and surrender ofthe Senes 2001 Bonds,whendue,at the pnncipal =•�=corporate trust office of the Paying Agent. The Senes 2001 Bonds are subject to optional and mandatoryredemption prior to maturity,as provided herein. The Series 2001 Bonds are being issued by the County to provide funds,together with other available foods,to(i)finance a portion of the cost of the acquisition,construction,rehabilitation and equipping of a spring training facility known as"Dodeenown";(it)pay a premium for a municipal bond insurance policy and a debt service reserve account surety bond.and(iii)pay certain costs and expenses incurred in connection with the issuance of the Series 2001 Bonds,all as more particularly described herein. _ — — TheSeries 2001 Bonds are special,limited obligations of the County,payable solely from and secured by a Ben upon and pledge of the Pledged Revenues,ta the manner provided in the Resolution.The Series2001 Bonds do not constitutes general indebtedness of the County within the meaning of may eoustitutional,statutory or charter provision or 4mltstion,and no Bondholder shall ever have the right _ ' y to require or compel the exercise of the ad valorem taxing power of the County or taxation of say real or personal property therein for the payment of the principalofand interest on the series2001 Bonds or the making of any Debt Service Fund,reserve or other payments provided for in the Resolution. ^ Payment of the principal of and interest on the Series 2001 Bonds,when due,will be insured by a Municipal Bond New Issue insurance Policy to be issued by Financial Guaranty Insurance Company C simultaneously with the delivery of the Series 2001 Bonds.For a discussion of the terms and provisions of such policy,including the limitations thereof,see"MUNICIPAL BOND INSURANCE"herein. �! Fivanci d f uaranti In,,urunf•r coulluml na..sn.ws.�.w.s,.s.+e►rw..nut...,v,s».....,...r...an....w.+v...as.w..e...es.a.w�n....,. .y MATLUT ES,AMOUNTS,ff\`TEREST RATES AND YIELDS a .. S Serial Bonds t: _ Interest _ Interest r MaturityAmount ate Yield Matun Amount Rate Yield J L 1 Z _ �_ S %Term Bonds Due April 1,2021 Yield:_% S %Tenn Bonds Due April 1,2027 Yield:_% S %Term Bonds Due April 1,2031 Yield:_a/o 31 :i This rover contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information " essential to the making of an informed investment decision. C The Series 2001 Bonds are offered when, as and if issued and received by the Underwriters. subject to the approval of legality by Bryant. Miller and Ofive, P.A., Q Tallahassee, Florida Bond Counsel to the County. Certain legal matters will be passed upon for the County by Paul G. Bangel, Esquire, County Attorney, and by its Disclosure Counsel, Nabors. Giblin & Nickerson, P.A., Tampa, Florida. It is expected that the Series 2001 Bonds will be available for delivery in New York, New York, in definitive form on or �,1 •about August I�2001. c a William R Hough & Co. Hanifen Imhoff Inc. s t a Pl-cll lllnal_I 0111clu/ `,lalcincill 1A1tcd August , _'UGI NEN'ISSUE-BOOK-ENTRY ONLY Ratings: Standard&Poor's:_ Fitch: (Financial Guaranty Insured) See "RATINGS" herein In she opinion of Bond Counsel,assuming continuing compliance by the County with certain covenants to comply with provisions of the Internal Revenue Code of 1986,as amended,interest on the Series 2001 Bonds is excluded from gross income for purposes of federal income taxation and is not an item of tax preference for purposes of the federal _ -alternative minimum tax imposed on individuals and corporations under existing statutes,regulations and judicial decisions;although it should be noted that in the case of corporations las defined for federal income rax purposes),such interest is taken into account in determining adjusted current earnings for purposes of such alternative minimum tax. Furthermore,in the opinion of Bond Counsel,the Series 2001 Bonds and the income therefrom are exempt from taxation under rite laws of the State of£/arida,except as to Florida estate taxes imposed by Chapter 198,Florida Statutes,as amended and met income and franchise taxes imposed by Chapter 220,Florida Statutes,as amended. See"TAX EXEMPTION"herein jar further information. 3 $10,000,000* INDIAN RIVER COUNTY,FLORIDA zz Revenue Bonds 3 (Spring Training Facility) = Series 2001 ^� Dated:August 1,2001 Due:April 1,as shown below Indian River County,Flonda(the"County")is issuing its Revenue Bonds(Spring Training Facility),Series 2001(the"Series 2001 Bonds").in fully registered form in denominationsofS5,000pnncipalamount or any integral multiples thereof. Interest on the Series 2001 Bonds is payable on April 1,2002 andsemiannually thereafter on each April 1 and October I,by check or draft of First Union National Bank,Miami, .. ^ Florida,the Bond Registrar and Paying Agent,made out and mailed to each registered owner thereof at the address as it appears on the registration books kept by the Bond Registrar on the 15th day of the month preceding the applicable interest pavment date.Principal of the Senes 2001 Bonds and any redemption premium will be payable upon presentation and surrender ofthe Senes 2001 Bonds,whendue,at the pnncipal =•�=corporate trust office of the Paying Agent. The Senes 2001 Bonds are subject to optional and mandatoryredemption prior to maturity,as provided herein. The Series 2001 Bonds are being issued by the County to provide funds,together with other available foods,to(i)finance a portion of the cost of the acquisition,construction,rehabilitation and equipping of a spring training facility known as"Dodeenown";(it)pay a premium for a municipal bond insurance policy and a debt service reserve account surety bond.and(iii)pay certain costs and expenses incurred in connection with the issuance of the Series 2001 Bonds,all as more particularly described herein. _ — — TheSeries 2001 Bonds are special,limited obligations of the County,payable solely from and secured by a Ben upon and pledge of the Pledged Revenues,ta the manner provided in the Resolution.The Series2001 Bonds do not constitutes general indebtedness of the County within the meaning of may eoustitutional,statutory or charter provision or 4mltstion,and no Bondholder shall ever have the right _ ' y to require or compel the exercise of the ad valorem taxing power of the County or taxation of say real or personal property therein for the payment of the principalofand interest on the series2001 Bonds or the making of any Debt Service Fund,reserve or other payments provided for in the Resolution. ^ Payment of the principal of and interest on the Series 2001 Bonds,when due,will be insured by a Municipal Bond New Issue insurance Policy to be issued by Financial Guaranty Insurance Company C simultaneously with the delivery of the Series 2001 Bonds.For a discussion of the terms and provisions of such policy,including the limitations thereof,see"MUNICIPAL BOND INSURANCE"herein. �! Fivanci d f uaranti In,,urunf•r coulluml na..sn.ws.�.w.s,.s.+e►rw..nut...,v,s».....,...r...an....w.+v...as.w..e...es.a.w�n....,. .y MATLUT ES,AMOUNTS,ff\`TEREST RATES AND YIELDS a .. S Serial Bonds t: _ Interest _ Interest r MaturityAmount ate Yield Matun Amount Rate Yield J L 1 Z _ �_ S %Term Bonds Due April 1,2021 Yield:_% S %Tenn Bonds Due April 1,2027 Yield:_% S %Term Bonds Due April 1,2031 Yield:_a/o 31 :i This rover contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information " essential to the making of an informed investment decision. C The Series 2001 Bonds are offered when, as and if issued and received by the Underwriters. subject to the approval of legality by Bryant. Miller and Ofive, P.A., Q Tallahassee, Florida Bond Counsel to the County. Certain legal matters will be passed upon for the County by Paul G. Bangel, Esquire, County Attorney, and by its Disclosure Counsel, Nabors. Giblin & Nickerson, P.A., Tampa, Florida. It is expected that the Series 2001 Bonds will be available for delivery in New York, New York, in definitive form on or �,1 •about August I�2001. c a William R Hough & Co. Hanifen Imhoff Inc. Dated:August ,2001 •Prehnunary,subject to change. EXHIBIT C CONTINUING DISCLOSURE CERTIFICATE Dated:August ,2001 •Prehnunary,subject to change. EXHIBIT C CONTINUING DISCLOSURE CERTIFICATE CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by Indian River County, Florida (the "County") in connection with the issuance of its $18,000,000 Revenue Bonds(Spring Training Facility) Series 2001 (the "2001 Bonds"). The Series 2001 Bonds are being issued pursuant to the County's Resolution No. adopted on (the "Resolution"). The County covenants and agrees as follows: SECTION 1. PURPOSE OF DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the County for the benefit of the Series 2001 Bondholders and in order to assist the original underwriters of the Series 2001 Bonds in complying with Rule 15c2-12(b)(5)promulgated by the Securities and Exchange Commission("SEC")pursuant to the Securities Exchange Act of 1934 (the "Rule"). SECTION 2. PROVISION OF ANNUAL INFORMATION. Except as otherwise provided herein, the County shall provide to all of the nationally recognized municipal securities information repositories described in Section 4 hereof (the "NRMSIRs"), and to any state information depository that is established within the State of Florida(the "SID"), and, upon written request, to any Bondholder, on or before April 30 of each year, commencing April 30, 2002, the information set forth below in this Section 2. Notwithstanding the immediately preceding sentence, to the extent any such information does not become available to the County before April 30 of any year, the County shall provide such information when it becomes available, but no later than one year following the end of the County's Fiscal Year. (A) the County's Comprehensive Annual Financial Report for the immediately preceding Fiscal Year(the "CAFR"),which shall include the audited financial statements of the County for the immediately preceding Fiscal Year prepared in accordance with Generally Accepted Accounting Principles,as modified by applicable State of Florida requirements and the governmental accounting standards promulgated by the Governmental Accounting Standards Board;provided,however, if the audited financial statements of the County are not completed prior to April 30 of any year, the County shall provide unaudited financial statements on such date and shall provide the audited financial statements as soon as practicable following their completion; and (B) to the extent not set forth in the CAFR,additional financial information and operating data of the type included with respect to the County in the final official statement prepared in connection with the sale and issuance of the Series 2001 Bonds (as amended, the "Official Statement"), as set forth below: 1. Updates of information set forth in the Official Statement under the principal caption "SECURITY FOR THE SERIES 2001 BONDS" under the subcaptions "Tourist Development Tax" and "Half-Cent Sales Tax," but only to the extent of the tabular information therein containing historical collections of the Tourist Development Tax and Half-Cent Sales Tax,respectively. 1 2. Description of any indebtedness payable in whole or in part from the Pledged Revenues (as defined in the Official Statement). For purposes of this Disclosure Certificate, "Fiscal Year" means the period commencing on October 1 and ending on September 30 of the next succeeding year, or such other period provided by applicable law. SECTION 3. REPORTING SIGNIFICANT EVENTS. The County shall provide to the NRMSIRs or the Municipal Securities Rulemaking Board (the "MSRB") and to the SID, on a timely basis, notice of any of the following events, if such event is material with respect to the Series 2001 Bonds or the County's ability to satisfy its payment obligations with respect to the Series 2001 Bonds: (A) Principal and interest payment delinquencies; (B) Non-payment related defaults; (C) Unscheduled draws on the debt service reserve fund reflecting financial difficulties; (D) Unscheduled draws on credit enhancement reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the Series 2001 Bonds; (G) Modifications to rights of Series 2001 Bondholders; (H) Calls on the Series 2001 Bonds; (I) Defeasance of the Series 2001 Bonds; (J) Release, substitution, or sale of property securing repayment of the Series 2001 Bonds; (K) Rating changes; and (L) Notice of any failure on the part of the County or any other Obligated Person (as defined herein)to meet the requirements of Section 2 hereof. The County may from time to time, in its discretion, choose to provide notice of the occurrence of certain other events, in addition to those listed in this Section 3, if,in the judgment of the County, such other events are material with respect to the Series 2001 Bonds, but the County does not specifically undertake to commit to provide any such additional notice of the occurrence of any material event except those events listed above. 2 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by Indian River County, Florida (the "County") in connection with the issuance of its $18,000,000 Revenue Bonds(Spring Training Facility) Series 2001 (the "2001 Bonds"). The Series 2001 Bonds are being issued pursuant to the County's Resolution No. adopted on (the "Resolution"). The County covenants and agrees as follows: SECTION 1. PURPOSE OF DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the County for the benefit of the Series 2001 Bondholders and in order to assist the original underwriters of the Series 2001 Bonds in complying with Rule 15c2-12(b)(5)promulgated by the Securities and Exchange Commission("SEC")pursuant to the Securities Exchange Act of 1934 (the "Rule"). SECTION 2. PROVISION OF ANNUAL INFORMATION. Except as otherwise provided herein, the County shall provide to all of the nationally recognized municipal securities information repositories described in Section 4 hereof (the "NRMSIRs"), and to any state information depository that is established within the State of Florida(the "SID"), and, upon written request, to any Bondholder, on or before April 30 of each year, commencing April 30, 2002, the information set forth below in this Section 2. Notwithstanding the immediately preceding sentence, to the extent any such information does not become available to the County before April 30 of any year, the County shall provide such information when it becomes available, but no later than one year following the end of the County's Fiscal Year. (A) the County's Comprehensive Annual Financial Report for the immediately preceding Fiscal Year(the "CAFR"),which shall include the audited financial statements of the County for the immediately preceding Fiscal Year prepared in accordance with Generally Accepted Accounting Principles,as modified by applicable State of Florida requirements and the governmental accounting standards promulgated by the Governmental Accounting Standards Board;provided,however, if the audited financial statements of the County are not completed prior to April 30 of any year, the County shall provide unaudited financial statements on such date and shall provide the audited financial statements as soon as practicable following their completion; and (B) to the extent not set forth in the CAFR,additional financial information and operating data of the type included with respect to the County in the final official statement prepared in connection with the sale and issuance of the Series 2001 Bonds (as amended, the "Official Statement"), as set forth below: 1. Updates of information set forth in the Official Statement under the principal caption "SECURITY FOR THE SERIES 2001 BONDS" under the subcaptions "Tourist Development Tax" and "Half-Cent Sales Tax," but only to the extent of the tabular information therein containing historical collections of the Tourist Development Tax and Half-Cent Sales Tax,respectively. 1 2. Description of any indebtedness payable in whole or in part from the Pledged Revenues (as defined in the Official Statement). For purposes of this Disclosure Certificate, "Fiscal Year" means the period commencing on October 1 and ending on September 30 of the next succeeding year, or such other period provided by applicable law. SECTION 3. REPORTING SIGNIFICANT EVENTS. The County shall provide to the NRMSIRs or the Municipal Securities Rulemaking Board (the "MSRB") and to the SID, on a timely basis, notice of any of the following events, if such event is material with respect to the Series 2001 Bonds or the County's ability to satisfy its payment obligations with respect to the Series 2001 Bonds: (A) Principal and interest payment delinquencies; (B) Non-payment related defaults; (C) Unscheduled draws on the debt service reserve fund reflecting financial difficulties; (D) Unscheduled draws on credit enhancement reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the Series 2001 Bonds; (G) Modifications to rights of Series 2001 Bondholders; (H) Calls on the Series 2001 Bonds; (I) Defeasance of the Series 2001 Bonds; (J) Release, substitution, or sale of property securing repayment of the Series 2001 Bonds; (K) Rating changes; and (L) Notice of any failure on the part of the County or any other Obligated Person (as defined herein)to meet the requirements of Section 2 hereof. The County may from time to time, in its discretion, choose to provide notice of the occurrence of certain other events, in addition to those listed in this Section 3, if,in the judgment of the County, such other events are material with respect to the Series 2001 Bonds, but the County does not specifically undertake to commit to provide any such additional notice of the occurrence of any material event except those events listed above. 2 Whenever the County obtains knowledge of the occurrence of a significant event described in this Section 3, the County shall as soon as possible determine if such event would be material under applicable federal securities law to holders of Series 2001 Bonds, provided, that any event under clauses (D), (E), (F), (K) or(L) above will always be deemed to be material. SECTION 4. NRMSIRs. The NRMSIRs to which the County shall provide the information described in Sections 2 and 3 above, to the extent required, shall be the following organizations, their successors and assigns: (A) Bloomberg Municipal Repositories P.O. Box 840 Princeton,New Jersey 08542-0840 Phone: 609/279-3225 Fax: 609/279-5962 Email: Munis@Bloomberg.com (B) Interactive Data Attn: Repository 100 Williams Street New York,New York 10038 Phone: 212/771-6899 Fax: 212/771-7390 Email: NRMSIR@interactivedata.com (C) Standard &Poor's J.J. Kenny Repository 55 Water Street, 45th Floor New York,New York 10041 Phone: 212/438-4595 Fax: 212/438-3975 Email: nrmsir_repository@sandp.com (D) DPC Data Inc. One Executive Drive Fort Lee, New Jersey 07024 Phone: 201/346-0701 Fax: 201/947-0107 Email: NRMSIR@dpcdata.com (E) Any NRMSIRs that are established subsequently and approved by the SEC. (F) A list of the names and addresses of all designated NRMSIRs as of any date may currently be obtained by calling the SEC's Fax on Demand Service at 202/942-8088 and requesting document number 0206. 3 o SECTION 5. NO EVENT OF DEFAULT. Notwithstanding any other provision in the Resolution to the contrary, failure of the County to comply with the provisions of this Disclosure Certificate shall not be considered an event of default under the Resolution. To the extent permitted by law,the sole and exclusive remedy of any Series 2001 Bondholder for the enforcement of the provisions hereof shall be an action for mandamus or specific performance, as applicable, by court order, to cause the County to comply with its obligations hereunder. For purposes of this Disclosure Certificate, "Series 2001 Bondholder" shall mean any person who (A) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2001 Bonds (including persons holding Series 2001 Bonds through nominees, depositories or other intermediaries), or (B) is treated as the owner of any Series 2001 Bond for federal income tax purposes. SECTION 6. NO PRIOR FAILURE TO COMPLY. The County is not and has not been in default in respect of its continuing disclosure obligations with respect to any other issue of bonds of the County. SECTION 7. INCORPORATION BY REFERENCE. Any or all of the information required herein to be disclosed may be incorporated by reference from other documents, including official statements or debt issues of the County or related public entities,which have been submitted to each of the NRMSIRs and the SID, if any, or the SEC. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The County shall clearly identify each document incorporated by reference. SECTION 8. DISSEMINATION AGENTS. The Issuer may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor disseminating agent. SECTION 9. TERMINATION. The County's obligations under this Disclosure Certificate shall terminate upon(A)the legal defeasance, prior redemption or payment in full of all of the Series 2001 Bonds, or(B) the termination of the continuing disclosure requirements of the Rule by legislative,judicial or administrative action. SECTION 10. AMENDMENTS. Notwithstanding any other provision of this Disclosure Certificate, the County may amend this Disclosure Certificate, and any provision may be waived,if such amendment or waiver is supported by an opinion of counsel that is nationally recognized in the area of federal securities laws, to the effect that such amendment or waiver would not,in and of itself,cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule. SECTION 11. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the County from disseminating any other information, using 4 Whenever the County obtains knowledge of the occurrence of a significant event described in this Section 3, the County shall as soon as possible determine if such event would be material under applicable federal securities law to holders of Series 2001 Bonds, provided, that any event under clauses (D), (E), (F), (K) or(L) above will always be deemed to be material. SECTION 4. NRMSIRs. The NRMSIRs to which the County shall provide the information described in Sections 2 and 3 above, to the extent required, shall be the following organizations, their successors and assigns: (A) Bloomberg Municipal Repositories P.O. Box 840 Princeton,New Jersey 08542-0840 Phone: 609/279-3225 Fax: 609/279-5962 Email: Munis@Bloomberg.com (B) Interactive Data Attn: Repository 100 Williams Street New York,New York 10038 Phone: 212/771-6899 Fax: 212/771-7390 Email: NRMSIR@interactivedata.com (C) Standard &Poor's J.J. Kenny Repository 55 Water Street, 45th Floor New York,New York 10041 Phone: 212/438-4595 Fax: 212/438-3975 Email: nrmsir_repository@sandp.com (D) DPC Data Inc. One Executive Drive Fort Lee, New Jersey 07024 Phone: 201/346-0701 Fax: 201/947-0107 Email: NRMSIR@dpcdata.com (E) Any NRMSIRs that are established subsequently and approved by the SEC. (F) A list of the names and addresses of all designated NRMSIRs as of any date may currently be obtained by calling the SEC's Fax on Demand Service at 202/942-8088 and requesting document number 0206. 3 o SECTION 5. NO EVENT OF DEFAULT. Notwithstanding any other provision in the Resolution to the contrary, failure of the County to comply with the provisions of this Disclosure Certificate shall not be considered an event of default under the Resolution. To the extent permitted by law,the sole and exclusive remedy of any Series 2001 Bondholder for the enforcement of the provisions hereof shall be an action for mandamus or specific performance, as applicable, by court order, to cause the County to comply with its obligations hereunder. For purposes of this Disclosure Certificate, "Series 2001 Bondholder" shall mean any person who (A) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2001 Bonds (including persons holding Series 2001 Bonds through nominees, depositories or other intermediaries), or (B) is treated as the owner of any Series 2001 Bond for federal income tax purposes. SECTION 6. NO PRIOR FAILURE TO COMPLY. The County is not and has not been in default in respect of its continuing disclosure obligations with respect to any other issue of bonds of the County. SECTION 7. INCORPORATION BY REFERENCE. Any or all of the information required herein to be disclosed may be incorporated by reference from other documents, including official statements or debt issues of the County or related public entities,which have been submitted to each of the NRMSIRs and the SID, if any, or the SEC. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The County shall clearly identify each document incorporated by reference. SECTION 8. DISSEMINATION AGENTS. The Issuer may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor disseminating agent. SECTION 9. TERMINATION. The County's obligations under this Disclosure Certificate shall terminate upon(A)the legal defeasance, prior redemption or payment in full of all of the Series 2001 Bonds, or(B) the termination of the continuing disclosure requirements of the Rule by legislative,judicial or administrative action. SECTION 10. AMENDMENTS. Notwithstanding any other provision of this Disclosure Certificate, the County may amend this Disclosure Certificate, and any provision may be waived,if such amendment or waiver is supported by an opinion of counsel that is nationally recognized in the area of federal securities laws, to the effect that such amendment or waiver would not,in and of itself,cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule. SECTION 11. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the County from disseminating any other information, using 4 the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in its annual information described in Section 2 hereof or notice of occurrence of a significant event described in Section 3 hereof, in addition to that which is required by this Disclosure Certificate. If the County chooses to include any information in its annual information or notice of occurrence of a significant event in addition to that which is specifically required by this Disclosure Certificate, the County shall have no obligation under this Disclosure Certificate to update such information or include it in its future annual information or notice of occurrence of a significant event. SECTION 12. OBLIGATED PERSONS. If any person, other than the County, becomes an Obligated Person(as defined in the Rule)relating to the Series 2001 Bonds,the County shall use its best efforts to require such Obligated Person to comply with all provisions of the Rule applicable to such Obligated Person. Dated: INDIAN RIVER COUNTY, FLORIDA By: Chairman, Board of County Commissioners 5 INDIAN RIVER COUNTY,FLORIDA BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY Caroline D. Ginn,Chair Ruth M. Stanbridge,Vice Chair Fran B.Adams Kenneth R. Macht John W.Tippin CLERK OF THE CIRCUIT COURT Jeffrey K. Barton COUNTY ADMINISTRATOR James E. Chandler ASSISTANT COUNTY ADMINISTRATOR Joseph A. J. Baird COUNTY ATTORNEY Paul G.Bangel,Esquire COUNTY FINANCE DIRECTOR Edwin M. Fry,Jr. BOND COUNSEL Bryant,Miller and Olive,P.A. Tallahassee,Florida CERTIFIED PUBLIC ACCOUNTANTS Harris, Cothernman&Associates FINANCIAL ADVISOR Fishkind&Associates,Inc. Orlando,Florida the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in its annual information described in Section 2 hereof or notice of occurrence of a significant event described in Section 3 hereof, in addition to that which is required by this Disclosure Certificate. If the County chooses to include any information in its annual information or notice of occurrence of a significant event in addition to that which is specifically required by this Disclosure Certificate, the County shall have no obligation under this Disclosure Certificate to update such information or include it in its future annual information or notice of occurrence of a significant event. SECTION 12. OBLIGATED PERSONS. If any person, other than the County, becomes an Obligated Person(as defined in the Rule)relating to the Series 2001 Bonds,the County shall use its best efforts to require such Obligated Person to comply with all provisions of the Rule applicable to such Obligated Person. Dated: INDIAN RIVER COUNTY, FLORIDA By: Chairman, Board of County Commissioners 5 INDIAN RIVER COUNTY,FLORIDA BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY Caroline D. Ginn,Chair Ruth M. Stanbridge,Vice Chair Fran B.Adams Kenneth R. Macht John W.Tippin CLERK OF THE CIRCUIT COURT Jeffrey K. Barton COUNTY ADMINISTRATOR James E. Chandler ASSISTANT COUNTY ADMINISTRATOR Joseph A. J. Baird COUNTY ATTORNEY Paul G.Bangel,Esquire COUNTY FINANCE DIRECTOR Edwin M. Fry,Jr. BOND COUNSEL Bryant,Miller and Olive,P.A. Tallahassee,Florida CERTIFIED PUBLIC ACCOUNTANTS Harris, Cothernman&Associates FINANCIAL ADVISOR Fishkind&Associates,Inc. Orlando,Florida No dealer, broker, salesman or other person has been authorized by the County or the Underwriters to give any informationorto make any representations with respect to the Series 2001 Bonds other than that contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy,nor shall there be any sale of the Series 2001 Bonds by any person in any jurisdictionin whichk is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the County,Financial Guaranty,DTC and other sources which are believed to be reliable,but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by,the Underwriters. The information pertaining to municipal bond insurance and the Reserve Fund Policy(as defined herein)and the book-entry only system has been supplied by Financial Guaranty and DTC, respectively, and is likewise not to be construed as a representation of the County or the Underwriters. The information and expressions of opinion contained herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has beenno change in the information or opinions set forth herein after the date of this Official Statement. THE SERIES 2001 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE SERIES 2001 BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATES, IF ANY, IN WHICH THE SERIES 2001 BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE SERIES 2001 BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATIONS TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. IN CONNECTION WITH THE OFFERING OF THE SERIES 2001 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OFTHE SERIES 2001 BONDS ATALEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING,IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. TABLE OF CONTENTS Page INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 PURPOSE OF THE SERIES 2001 BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 DESCRIPTION OF THE SERIES 2001 BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Book-Entry Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Mandatory Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Registration,Transfer, and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 SECURITY FOR THE SERIES 2001 BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Pledged Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Limited Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 State Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Tourist Development Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Local Government Half-Cent Sales Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Reserve Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Flowof Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Municipal Bond Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ParityBonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 MUNICIPAL BOND INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Reserve Account-Reserve Fund Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 ESTIMATED SOURCES AND USES OF FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 DEBT SERVICE SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 SPRING TRAINING FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Memorandum of Understanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Agreement for Sale and Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Interlocal Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Facility Lease Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Development Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 i No dealer, broker, salesman or other person has been authorized by the County or the Underwriters to give any informationorto make any representations with respect to the Series 2001 Bonds other than that contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy,nor shall there be any sale of the Series 2001 Bonds by any person in any jurisdictionin whichk is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the County,Financial Guaranty,DTC and other sources which are believed to be reliable,but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by,the Underwriters. The information pertaining to municipal bond insurance and the Reserve Fund Policy(as defined herein)and the book-entry only system has been supplied by Financial Guaranty and DTC, respectively, and is likewise not to be construed as a representation of the County or the Underwriters. The information and expressions of opinion contained herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has beenno change in the information or opinions set forth herein after the date of this Official Statement. THE SERIES 2001 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE SERIES 2001 BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATES, IF ANY, IN WHICH THE SERIES 2001 BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE SERIES 2001 BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATIONS TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. IN CONNECTION WITH THE OFFERING OF THE SERIES 2001 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OFTHE SERIES 2001 BONDS ATALEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING,IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. TABLE OF CONTENTS Page INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 PURPOSE OF THE SERIES 2001 BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 DESCRIPTION OF THE SERIES 2001 BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Book-Entry Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Mandatory Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Registration,Transfer, and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 SECURITY FOR THE SERIES 2001 BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Pledged Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Limited Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 State Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Tourist Development Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Local Government Half-Cent Sales Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Reserve Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Flowof Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Municipal Bond Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ParityBonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 MUNICIPAL BOND INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Reserve Account-Reserve Fund Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 ESTIMATED SOURCES AND USES OF FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 DEBT SERVICE SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 SPRING TRAINING FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Memorandum of Understanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Agreement for Sale and Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Interlocal Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Facility Lease Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Development Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 i Capital Reserve Account Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 FINANCIAL ADVISOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 RATINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS . . . . . . . . . . . . . . . . . 27 APPROVAL OF LEGALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 TAXEXEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Federal Income Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Tax Treatment of Original Issue Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Tax Treatment of Bond Premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Florida Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 ADVISORS AND CONSULTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 CONTINUING DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 AUTHORIZATION OF OFFICIAL STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 APPENDICES: APPENDIX A— GENERAL INFORMATION REGARDING THE COUNTY APPENDIX B— GENERAL PURPOSE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30,2000 APPENDIX C— THE RESOLUTION APPENDIX D— SPECIMEN BOND INSURANCE AND RESERVE FUND POLICIES ll APPENDIX E- FORM OF CONTINUING DISCLOSURE CERTIFICATE APPENDIX F - FORM OF BOND COUNSEL APPROVING OPINION Capital Reserve Account Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 FINANCIAL ADVISOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 RATINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS . . . . . . . . . . . . . . . . . 27 APPROVAL OF LEGALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 TAXEXEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Federal Income Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Tax Treatment of Original Issue Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Tax Treatment of Bond Premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Florida Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 ADVISORS AND CONSULTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 CONTINUING DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 AUTHORIZATION OF OFFICIAL STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 APPENDICES: APPENDIX A— GENERAL INFORMATION REGARDING THE COUNTY APPENDIX B— GENERAL PURPOSE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30,2000 APPENDIX C— THE RESOLUTION APPENDIX D— SPECIMEN BOND INSURANCE AND RESERVE FUND POLICIES ll APPENDIX E- FORM OF CONTINUING DISCLOSURE CERTIFICATE APPENDIX F - FORM OF BOND COUNSEL APPROVING OPINION $18,000,000' INDIAN RIVER COUNTY,FLORIDA REVENUE BONDS (SPRING TRAINING FACILITY) SERIES 2001 INTRODUCTION This Official Statement, which includes the cover page and appendices hereto, provides certain information relating to the sale by Indian River County, Florida (the "County"), of its $18,000,000* Revenue Bonds(Spring Training Facility),Series 2001(the"Series 2001 Bonds"). The Series 2001 Bonds are being issued pursuant to Chapter 125,Florida Statutes, as amended, County Home Rule Ordinance No. 95-16,enacted July 18, 1995,as amended,and other applicable provisions of law(collectively the "Act"), and Indian River County Resolution No. 2001-[ ], adopted August , 2001, as amended and supplemented(the "Resolution"). The Series 2001 Bonds are limited obligations of Indian River County, Florida, payable by the County from and secured by alien upon and pledge of the Pledged Revenues (as described herein) including amounts on deposit in the funds and accounts established under the Resolution(other than the Rebate Fund), all as described herein. Neitherthe County,the State of Florida nor any political subdivision thereof has pledged its faith or credit or taxing power to the payment of the Series 2001 Bonds. No holder of the Series 2001 Bonds shall ever have the right to compel the exercise of any ad valorem taxing power of the County or taxation in any form of any real property therein to pay the Series 2001 Bonds or the interest due thereon nor be entitled to payment of the Series 2001 Bonds from any funds of the County except as described herein. The references,excerpts and summaries of all documents referred to herein do not purport to be complete statements of the provisions of such documents, and are made subject to all of the detailed provisions of such documents,to which reference is directed for full and complete statements of all matters relating to the Resolution,the Series 2001 Bonds,the security for the payment ofthe Series 2001 Bonds and rights and obligations ofthe holders ofthe Series 2001 Bonds. Capitalized terms used but not defined herein have the same meaning as in the Resolution unless the context would indicate otherwise. A copy of the Resolution is attached hereto as Appendix C. Preliminary, subject to change. PURPOSE OF THE SERIES 2001 BONDS The Series 2001 Bonds are being issued by the County to provide fiords, together with other available funds,to(i)finance a portion of the cost of acquisition and expansion of a spring training facility known as "Dodgertown; (ii) pay a premium for a municipal bond insurance policy and a debt service reserve account surety bond, and (iii) pay certain costs and expenses incurred in connection with the issuance of the Series 2001 Bonds,all as more particularly described herein. DESCRIPTION OF THE SERIES 2001 BONDS General The Series 2001 Bonds will be dated August 1,2001, and will bear interest from such date at the rates per annum as set forth on the cover page hereof, payable on April 1, 2002, and semiannually thereafter on each April 1 and October 1 and will mature on April l in the years and principal amounts as set forth on the cover page hereof. The Series 2001 Bonds will be initially issued in the formofa single fullyregistered Bond for each maturity of the Series 2001 Bonds. Upon initial issuance,the ownership ofeach such Series 2001 Bonds will be registered in the registration books kept by the Bond Registrar, in the name of Cede&Co., as nominee ofThe Depository Trust Company,New York,New York('DTC"). While held in book-entry form,all payments of principal,interest and premium,if any, on the Series 2001 Bonds will be made to DTC or the DTC Nominee as the sole registered owner of the Series 2001 Bonds and payments to Beneficial Owners will be the responsibility of DTC and the DTC Participants as described below. See 'Book-Entry Only System." Book-Entry Only System With respect to Series 2001 Bonds registered in the name of Cede& Co.,as nominee of DTC, neither the County,nor the Paying Agent will have any responsibility or obligation to any DTC Participant or to any indirect DTC Participant. See"Book-Entry Only System"for the definition of"DTC Participant." Without limiting the immediately preceding sentence,neither the County nor the Bond Registrar and the Paying Agent will have any responsibility or obligation with respect to: (i)the accuracy of the records of DTC or any DTC Participant with respect to any ownership interest in the Series 2001 Bonds; (ii) the delivery to any DTC Participant or any other person other than a registered owner, as shown in the registration books kept by the Bond Registrar, of any notice with respect to the Series 2001 Bonds, including any notice of redemption;or(iii)the payment to any DTC Participant or any other person,other than a registered owner,as shown in the registrationbooks kept by the Bond Registrar,of any amount with respect to principal of premium, if any, or interest on the Series 2001 Bonds. The County, the Bond Registrar and the Paying Agent maytreat and consider the person in whose name each Series 2001 Bonds 2 $18,000,000' INDIAN RIVER COUNTY,FLORIDA REVENUE BONDS (SPRING TRAINING FACILITY) SERIES 2001 INTRODUCTION This Official Statement, which includes the cover page and appendices hereto, provides certain information relating to the sale by Indian River County, Florida (the "County"), of its $18,000,000* Revenue Bonds(Spring Training Facility),Series 2001(the"Series 2001 Bonds"). The Series 2001 Bonds are being issued pursuant to Chapter 125,Florida Statutes, as amended, County Home Rule Ordinance No. 95-16,enacted July 18, 1995,as amended,and other applicable provisions of law(collectively the "Act"), and Indian River County Resolution No. 2001-[ ], adopted August , 2001, as amended and supplemented(the "Resolution"). The Series 2001 Bonds are limited obligations of Indian River County, Florida, payable by the County from and secured by alien upon and pledge of the Pledged Revenues (as described herein) including amounts on deposit in the funds and accounts established under the Resolution(other than the Rebate Fund), all as described herein. Neitherthe County,the State of Florida nor any political subdivision thereof has pledged its faith or credit or taxing power to the payment of the Series 2001 Bonds. No holder of the Series 2001 Bonds shall ever have the right to compel the exercise of any ad valorem taxing power of the County or taxation in any form of any real property therein to pay the Series 2001 Bonds or the interest due thereon nor be entitled to payment of the Series 2001 Bonds from any funds of the County except as described herein. The references,excerpts and summaries of all documents referred to herein do not purport to be complete statements of the provisions of such documents, and are made subject to all of the detailed provisions of such documents,to which reference is directed for full and complete statements of all matters relating to the Resolution,the Series 2001 Bonds,the security for the payment ofthe Series 2001 Bonds and rights and obligations ofthe holders ofthe Series 2001 Bonds. Capitalized terms used but not defined herein have the same meaning as in the Resolution unless the context would indicate otherwise. A copy of the Resolution is attached hereto as Appendix C. Preliminary, subject to change. PURPOSE OF THE SERIES 2001 BONDS The Series 2001 Bonds are being issued by the County to provide fiords, together with other available funds,to(i)finance a portion of the cost of acquisition and expansion of a spring training facility known as "Dodgertown; (ii) pay a premium for a municipal bond insurance policy and a debt service reserve account surety bond, and (iii) pay certain costs and expenses incurred in connection with the issuance of the Series 2001 Bonds,all as more particularly described herein. DESCRIPTION OF THE SERIES 2001 BONDS General The Series 2001 Bonds will be dated August 1,2001, and will bear interest from such date at the rates per annum as set forth on the cover page hereof, payable on April 1, 2002, and semiannually thereafter on each April 1 and October 1 and will mature on April l in the years and principal amounts as set forth on the cover page hereof. The Series 2001 Bonds will be initially issued in the formofa single fullyregistered Bond for each maturity of the Series 2001 Bonds. Upon initial issuance,the ownership ofeach such Series 2001 Bonds will be registered in the registration books kept by the Bond Registrar, in the name of Cede&Co., as nominee ofThe Depository Trust Company,New York,New York('DTC"). While held in book-entry form,all payments of principal,interest and premium,if any, on the Series 2001 Bonds will be made to DTC or the DTC Nominee as the sole registered owner of the Series 2001 Bonds and payments to Beneficial Owners will be the responsibility of DTC and the DTC Participants as described below. See 'Book-Entry Only System." Book-Entry Only System With respect to Series 2001 Bonds registered in the name of Cede& Co.,as nominee of DTC, neither the County,nor the Paying Agent will have any responsibility or obligation to any DTC Participant or to any indirect DTC Participant. See"Book-Entry Only System"for the definition of"DTC Participant." Without limiting the immediately preceding sentence,neither the County nor the Bond Registrar and the Paying Agent will have any responsibility or obligation with respect to: (i)the accuracy of the records of DTC or any DTC Participant with respect to any ownership interest in the Series 2001 Bonds; (ii) the delivery to any DTC Participant or any other person other than a registered owner, as shown in the registration books kept by the Bond Registrar, of any notice with respect to the Series 2001 Bonds, including any notice of redemption;or(iii)the payment to any DTC Participant or any other person,other than a registered owner,as shown in the registrationbooks kept by the Bond Registrar,of any amount with respect to principal of premium, if any, or interest on the Series 2001 Bonds. The County, the Bond Registrar and the Paying Agent maytreat and consider the person in whose name each Series 2001 Bonds 2 is registered in the registration books kept by the Bond Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal of,premium,if any,and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond,and for all other purposes whatsoever. The Paying Agent will pay all principal of, premium, if any,and interest on the Series 2001 Bonds only to or upon the order of the respective registered owners,as shown in the registration books kept by the Bond Registrar,or their respective attorneys duly authorized in writing,as provided in the Resolution,and all such payments will be valid and effectual to satisfy and discharge the County's obligations with respect to payment of principal of,premium,if any,and interest on the Series 2001 Bonds to the extent of the sums so paid. No person other than a registered owner, as shown in the registration books kept by the Bond Registrar,will receive a certificated Bond evidencing the obligation of the County to make payments of principal of, premium, if any, and interest on the Series 2001 Bonds pursuant to the provisions of the Resolution. Optional Redemption The Series 2001 Bonds stated to mature on or prior to April 1, 2011*, shall not be subject to redemptionprior to their respective dates of maturity. The Series 2001 Bonds stated to mature on or after April 1,2012*,are subject to redemption at the option of the County in whole or, from time to time,in part, on April 1, 2011*, or on any date thereafter at the respective redemption prices set forth below expressed as percentages of the principal amount to be redeemed, plus interest accrued to the date of redemption. Redemption Period* Redemption Price April 1,2011 through March 31, 2012 101% April 1, 2012 and thereafter 100% If fewer than all of the Series 2001 Bonds are to be so redeemed, the County may select the maturity or maturities to be redeemed. If fewer than all of the Series 2001 Bonds of any particular maturity are to be redeemed,the Bond Registrar will select by lot the particular Series 2001 Bonds or portions of Series 2001 Bonds of such maturity to be redeemed. The portion of any Series 2001 Bond of a denomination of more than$5,000 to be redeemed will be in the principal amount of$5,000 or an integral multiple of that sum Mandatory Redemption The Series 2001 Term Bonds stated to mature on April 1, 2021, are subject to mandatory redemption by lot prior to maturity in such manner as shall be determined by the Bond Registrar, by *Preliminary,subject to change. 3 operation of the Bond Amortization Account, in the years and amounts set forth below at a price equal to 100%of principal amount plus interest accrued to the redemption date. April 1 of Principal the Yea Amount * Maturity date The Series 2001 Term Bonds stated to mature on April 1, 2027 are subject to mandatory redemption by lot prior to maturity in such manner as shall be determined by the Bond Registrar, by operation ofthe Bond AmortizationAccount,in the years and amounts set forth below at a price equal to 100%of principal amount plus interest accrued to the redemption date. April 1 of Principal the Yea r Amount * Maturity date The Series 2001 Term Bonds stated to mature on April 1, 2031 are subject to mandatory redemption by lot prior to maturity in such manner as shall be determined by the Bond Registrar, by operation ofthe Bond Amortization Account,in the years and amounts set forth below at a price equal to 100%of principal amount plus interest accrued to the redemption date. 4 is registered in the registration books kept by the Bond Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal of,premium,if any,and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond,and for all other purposes whatsoever. The Paying Agent will pay all principal of, premium, if any,and interest on the Series 2001 Bonds only to or upon the order of the respective registered owners,as shown in the registration books kept by the Bond Registrar,or their respective attorneys duly authorized in writing,as provided in the Resolution,and all such payments will be valid and effectual to satisfy and discharge the County's obligations with respect to payment of principal of,premium,if any,and interest on the Series 2001 Bonds to the extent of the sums so paid. No person other than a registered owner, as shown in the registration books kept by the Bond Registrar,will receive a certificated Bond evidencing the obligation of the County to make payments of principal of, premium, if any, and interest on the Series 2001 Bonds pursuant to the provisions of the Resolution. Optional Redemption The Series 2001 Bonds stated to mature on or prior to April 1, 2011*, shall not be subject to redemptionprior to their respective dates of maturity. The Series 2001 Bonds stated to mature on or after April 1,2012*,are subject to redemption at the option of the County in whole or, from time to time,in part, on April 1, 2011*, or on any date thereafter at the respective redemption prices set forth below expressed as percentages of the principal amount to be redeemed, plus interest accrued to the date of redemption. Redemption Period* Redemption Price April 1,2011 through March 31, 2012 101% April 1, 2012 and thereafter 100% If fewer than all of the Series 2001 Bonds are to be so redeemed, the County may select the maturity or maturities to be redeemed. If fewer than all of the Series 2001 Bonds of any particular maturity are to be redeemed,the Bond Registrar will select by lot the particular Series 2001 Bonds or portions of Series 2001 Bonds of such maturity to be redeemed. The portion of any Series 2001 Bond of a denomination of more than$5,000 to be redeemed will be in the principal amount of$5,000 or an integral multiple of that sum Mandatory Redemption The Series 2001 Term Bonds stated to mature on April 1, 2021, are subject to mandatory redemption by lot prior to maturity in such manner as shall be determined by the Bond Registrar, by *Preliminary,subject to change. 3 operation of the Bond Amortization Account, in the years and amounts set forth below at a price equal to 100%of principal amount plus interest accrued to the redemption date. April 1 of Principal the Yea Amount * Maturity date The Series 2001 Term Bonds stated to mature on April 1, 2027 are subject to mandatory redemption by lot prior to maturity in such manner as shall be determined by the Bond Registrar, by operation ofthe Bond AmortizationAccount,in the years and amounts set forth below at a price equal to 100%of principal amount plus interest accrued to the redemption date. April 1 of Principal the Yea r Amount * Maturity date The Series 2001 Term Bonds stated to mature on April 1, 2031 are subject to mandatory redemption by lot prior to maturity in such manner as shall be determined by the Bond Registrar, by operation ofthe Bond Amortization Account,in the years and amounts set forth below at a price equal to 100%of principal amount plus interest accrued to the redemption date. 4 April 1 of Principal the Year Amount * Maturity date Notice of Redemption Notice of the intention to redeem the Series 2001 Bonds in whole or in part will be mailed by the Paying Agent,by first class mail,to the Registered Owners of the Series 2001 Bonds to be redeemed in whole or in part not more than forty-five(45)days and not less than thirty(30)days prior to the date fixed for redemption, at their respective addresses as shown on the registration books, in accordance with the terms ofthe Resolution. Such notice is to specify the series,maturities and numbers of Series 2001 Bonds to be redeemed (including the CUSIP number);the date fixed for redemption; the redemption price or prices applicable to the Series 2001 Bonds to be redeemed;and that on the date fixed for redemption such Series 2001 Bonds willbe payable at the principal corporate trust office ofthe Paying Agent and that after such date interest shall cease to accrue on such Series 2001 Bonds. If Registered Owners of all such Series 2001 Bonds to be redeemed file written waivers ofnotice withthe Paying Agent,such Series 2001 Bonds maybe redeemed on the redemption date without necessity of notice by mailing. Failureto mail any notice of redemption or any defect therein or in the mailing thereof will not affect the validity of any proceeding for redemption of other Series 2001 Bonds called for redemption. Registration,Transfer,and Exchange The following applies only during any period the Series 2001 Bonds are notheld inbook-entryonly form. All Series 2001 Bonds presented for transfer,exchange,redemption,or payment(if so required by the Bond Registrar) shall be accompanied by a written instrument or instruments of transfer or authorization for exchange,in form and with guaranty of signature satisfactory to the Bond Registrar,duly executed by the Registered Owner or by his duly authorized attorney. The Bond Registrar may charge the Registered Owner a sum sufficient to reimburse it for any expenses incurred in making any exchange or transfer. The Bond Registrar also may require payment from 5 z the Registered Owner or his transferee, as the case may be, of a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation thereto. Such charges and expenses shall be paid before any such new Series 2001 Bond shall be delivered. The County and Bond Registrar may treat the Registered Owner of any Series 2001 Bond as the absolute owner thereof for all purposes,and shall not be bound by any notice to the contrary. SECURITY FOR THE SERIES 2001 BONDS Pledged Revenues The principalof,redemptionpremium,ifany,and interest on the Series 2001 Bonds will be payable from and secured by a fust lien upon and pledge of the following, together with any investment income realized on any funds held under the Resolution,except the Cost of Issuance Account and the Rebate Fund: (i) Payments received by the County from the State of Florida pursuant to Section 212.20, Florida Statutes(hereinafter referred to as"State Payments'); and through April 1,2021: (ii) Fourth Cent Tourist Development Tax levied by the County in Ordinance No.2000-029, enacted pursuant to Section 125.0104(3)(1), Florida Statutes; and (in) Eighty-Six Percent(86%)ofthe Local Government Half-Cent Sales Tax distributed to the County,pursuant to Chapter 218,Part VI,Florida Statutes. The foregoing are collectively referred to herein as the"Pledged Revenues." Limited Obligations The Series 2001 Bonds are special,limited obligations of the County,payable solely from and secured by a lien upon and pledge of the Pledged Revenues, in the manner provided in the Resolution.The Series 2001 Bonds do not constitute a general indebtedness of the County within the meaning of any constitutional,statutory or charterprovision or limitation,and no Bondholder shall ever have the right to require or compel the exercise of the ad valorem taxing powerof the County or taxation of any real or personal property therein forthe payment of the principal of and interest on the Series 2001 Bonds or the malting of any Debt Service Fund, reserve or other payments provided for in the Resolution. 6 April 1 of Principal the Year Amount * Maturity date Notice of Redemption Notice of the intention to redeem the Series 2001 Bonds in whole or in part will be mailed by the Paying Agent,by first class mail,to the Registered Owners of the Series 2001 Bonds to be redeemed in whole or in part not more than forty-five(45)days and not less than thirty(30)days prior to the date fixed for redemption, at their respective addresses as shown on the registration books, in accordance with the terms ofthe Resolution. Such notice is to specify the series,maturities and numbers of Series 2001 Bonds to be redeemed (including the CUSIP number);the date fixed for redemption; the redemption price or prices applicable to the Series 2001 Bonds to be redeemed;and that on the date fixed for redemption such Series 2001 Bonds willbe payable at the principal corporate trust office ofthe Paying Agent and that after such date interest shall cease to accrue on such Series 2001 Bonds. If Registered Owners of all such Series 2001 Bonds to be redeemed file written waivers ofnotice withthe Paying Agent,such Series 2001 Bonds maybe redeemed on the redemption date without necessity of notice by mailing. Failureto mail any notice of redemption or any defect therein or in the mailing thereof will not affect the validity of any proceeding for redemption of other Series 2001 Bonds called for redemption. Registration,Transfer,and Exchange The following applies only during any period the Series 2001 Bonds are notheld inbook-entryonly form. All Series 2001 Bonds presented for transfer,exchange,redemption,or payment(if so required by the Bond Registrar) shall be accompanied by a written instrument or instruments of transfer or authorization for exchange,in form and with guaranty of signature satisfactory to the Bond Registrar,duly executed by the Registered Owner or by his duly authorized attorney. The Bond Registrar may charge the Registered Owner a sum sufficient to reimburse it for any expenses incurred in making any exchange or transfer. The Bond Registrar also may require payment from 5 z the Registered Owner or his transferee, as the case may be, of a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation thereto. Such charges and expenses shall be paid before any such new Series 2001 Bond shall be delivered. The County and Bond Registrar may treat the Registered Owner of any Series 2001 Bond as the absolute owner thereof for all purposes,and shall not be bound by any notice to the contrary. SECURITY FOR THE SERIES 2001 BONDS Pledged Revenues The principalof,redemptionpremium,ifany,and interest on the Series 2001 Bonds will be payable from and secured by a fust lien upon and pledge of the following, together with any investment income realized on any funds held under the Resolution,except the Cost of Issuance Account and the Rebate Fund: (i) Payments received by the County from the State of Florida pursuant to Section 212.20, Florida Statutes(hereinafter referred to as"State Payments'); and through April 1,2021: (ii) Fourth Cent Tourist Development Tax levied by the County in Ordinance No.2000-029, enacted pursuant to Section 125.0104(3)(1), Florida Statutes; and (in) Eighty-Six Percent(86%)ofthe Local Government Half-Cent Sales Tax distributed to the County,pursuant to Chapter 218,Part VI,Florida Statutes. The foregoing are collectively referred to herein as the"Pledged Revenues." Limited Obligations The Series 2001 Bonds are special,limited obligations of the County,payable solely from and secured by a lien upon and pledge of the Pledged Revenues, in the manner provided in the Resolution.The Series 2001 Bonds do not constitute a general indebtedness of the County within the meaning of any constitutional,statutory or charterprovision or limitation,and no Bondholder shall ever have the right to require or compel the exercise of the ad valorem taxing powerof the County or taxation of any real or personal property therein forthe payment of the principal of and interest on the Series 2001 Bonds or the malting of any Debt Service Fund, reserve or other payments provided for in the Resolution. 6 '-. , State Payments The Office ofTourism,Trade,and Economic Development("OTTED") in the Executive office of the Governor has certified the County as a "facility for a retained spring training franchise" pursuant to Section 288.1162, Florida Statutes, as amended, for purposes of Section 212.20, Florida Statutes, as amended. Pursuant to Section 212.20,a monthly distribution of$41,667.00 is to be made from the State General Revenue Fund to the County. Monthly distributions began on February 28,2001 and will continue for thirty(30)years. An applicant certified as a facilityfora retained spring training franchise may use the funds provided pursuant to s.212.20 onlyfor the public purpose ofpaying for the acquisition, construction,reconstruction, or renovation of a facility for a retained spring training franchise or to pay or pledge for the payment of debt service on, or to fund debt service reserve funds,arbitrage rebate obligations,or other amounts payable with respect to,bonds issued for the acquisition,construction,reconstruction,or renovation of such facility or for the reimbursement of such costs or the refinancing of bonds issued for such purposes.An applicant certified may not receive more in distributions than actually expended by the applicant for the foregoing purposes. However,a certified applicant is entitled to receive distributions up to the maximum amount allowable and undistributed for additional renovations and improvements to the facility for the franchise without additional certification. Chapter 212,Part I,Florida Statutes,entitled"Tax on Sales or Use of Tangible Personal Property, Admissions,Rentals and Services,"imposes a 6%sales tax on the sales price oftangible personal property sold at retail in the State, subject to certain exemptions therefrom. A similar tax is imposed on the price of tangible personal property when the property is not sold but is used, or stocked for use, in the State. The largest single source of tax receipts in the State is the sales and use tax. Unless a transaction is specifically exempt, the State sales and use tax is applicable to sales of tangible personal property at retail in the State including the business of making mail order sales,the rental or famishing of things or services taxable under Chapter 212, Florida Statutes, the storage for use or consumption in the State of any item or article oftangible personal property, and the lease or rental of such property within the State. Pursuant to Section 212.20(1),Florida Statutes,the State Department of Revenue("DOR")shall pay over to the State Treasurer all funds received and collected by it under Chapter 212,Part I,Florida Statutes,to be credited to the account ofthe State General Revenue Fund,except the proceeds of the fee imposed pursuant to Section 212.18(5),Florida Statutes. Set forth below is the distributionby the State of such proceeds pursuant to Section 212.20(6),Florida Statutes: (1) State General Revenue Fund: In any fiscal year, the greater of$500 million, minus an amount equal to 4.6%of the proceeds of the taxes collected pursuant to Chapter 201, Florida Statutes(documentary taxes),or 5%of all other taxes and fees imposed pursuant 7 F ' I to Chapter 212,Part I,Florida Statutes,shall be deposited in monthly installments into the State General Revenue Fund. (2) State Solid Waste Management Trust Fund: Two-tenths of one percent (0.2%) of all other taxes and fees imposed pursuant to Chapter 212,Part 1,Florida Statutes, shall be deposited into the State Solid Waste Management Trust Fund. (3) State Local Government Half-Cent Sales Tax Clearing Trust Fund: After the distributions in(1)and(2)above, 9.653%of the amount remitted by a sales tax dealer located within a participating county pursuant to Section 218.61, Florida Statutes, shall be transferred into the State Local Government Half-Cent Sales Tax Clearing Trust Fund. (4) State Local Government Half-Cent Sales Tax Clearing Trust Fund: After the distributions in(1),(2)and(3)above,0.065%shall be transferred to the State Local Government Half- Cent Sales Tax Clearing Trust Fund and distributed pursuant to Section 218.65,Florida Statutes. (5) State Revenue Sharing Trust Fund for Counties: Beginning July 1, 2000, after the distributions in(1), (2), (3)and(4)above,2.25%shall be transferred monthly to the State Revenue Sharing Trust Fund for Counties pursuant to Section 218.215, Florida Statutes. (6) State Revenue Sharing Trust Fund for Municipalities: Beginning July 1, 2000, after the distributions in(1), (2), (3) and (4) above, 1.0715% shall be transferred monthly to the State Revenue Sharing Trust Fund forMunicipalities pursuant to Section 218.215,Florida Statutes. If the total revenue to be distributed pursuant to this subparagraph is at least as great as the amount due from the State Revenue Sharing Trust Fund for Municipalities and the Municipal Financial Assistance Trust Fund in state fiscal year 1999-2000, no municipality shall receive less than the amount due from the State Revenue Sharing Trust Fund for Municipalities and the Municipal Financial Assistance Trust Fund in state fiscal year 1999-2000. If the total proceeds to be distributed are less than the amount received in combination from the State Revenue Sharing Trust Fund for Municipalities and the Municipal Financial Assistance Trust Fund in state fiscal year 1999-2000, each municipality shall receive an amount proportionate to the amount it was due in state fiscal year 1999-2000. (7) Pari-Mutuel Revenues Replacement Program Beginning July 1,2000,and in each fiscal year thereafter,of the remaining proceeds,the sum of$29,915,500 shall be divided into as many equal parts as there are counties in the state,and one part shall be distributed to each county. The distribution among the several counties shall begin each fiscal year on or before January 5h and shall continue monthly for a total of 4 months. If a local or special law required that any moneys accruing to a county in fiscal year 1999-2000 under 8 '-. , State Payments The Office ofTourism,Trade,and Economic Development("OTTED") in the Executive office of the Governor has certified the County as a "facility for a retained spring training franchise" pursuant to Section 288.1162, Florida Statutes, as amended, for purposes of Section 212.20, Florida Statutes, as amended. Pursuant to Section 212.20,a monthly distribution of$41,667.00 is to be made from the State General Revenue Fund to the County. Monthly distributions began on February 28,2001 and will continue for thirty(30)years. An applicant certified as a facilityfora retained spring training franchise may use the funds provided pursuant to s.212.20 onlyfor the public purpose ofpaying for the acquisition, construction,reconstruction, or renovation of a facility for a retained spring training franchise or to pay or pledge for the payment of debt service on, or to fund debt service reserve funds,arbitrage rebate obligations,or other amounts payable with respect to,bonds issued for the acquisition,construction,reconstruction,or renovation of such facility or for the reimbursement of such costs or the refinancing of bonds issued for such purposes.An applicant certified may not receive more in distributions than actually expended by the applicant for the foregoing purposes. However,a certified applicant is entitled to receive distributions up to the maximum amount allowable and undistributed for additional renovations and improvements to the facility for the franchise without additional certification. Chapter 212,Part I,Florida Statutes,entitled"Tax on Sales or Use of Tangible Personal Property, Admissions,Rentals and Services,"imposes a 6%sales tax on the sales price oftangible personal property sold at retail in the State, subject to certain exemptions therefrom. A similar tax is imposed on the price of tangible personal property when the property is not sold but is used, or stocked for use, in the State. The largest single source of tax receipts in the State is the sales and use tax. Unless a transaction is specifically exempt, the State sales and use tax is applicable to sales of tangible personal property at retail in the State including the business of making mail order sales,the rental or famishing of things or services taxable under Chapter 212, Florida Statutes, the storage for use or consumption in the State of any item or article oftangible personal property, and the lease or rental of such property within the State. Pursuant to Section 212.20(1),Florida Statutes,the State Department of Revenue("DOR")shall pay over to the State Treasurer all funds received and collected by it under Chapter 212,Part I,Florida Statutes,to be credited to the account ofthe State General Revenue Fund,except the proceeds of the fee imposed pursuant to Section 212.18(5),Florida Statutes. Set forth below is the distributionby the State of such proceeds pursuant to Section 212.20(6),Florida Statutes: (1) State General Revenue Fund: In any fiscal year, the greater of$500 million, minus an amount equal to 4.6%of the proceeds of the taxes collected pursuant to Chapter 201, Florida Statutes(documentary taxes),or 5%of all other taxes and fees imposed pursuant 7 F ' I to Chapter 212,Part I,Florida Statutes,shall be deposited in monthly installments into the State General Revenue Fund. (2) State Solid Waste Management Trust Fund: Two-tenths of one percent (0.2%) of all other taxes and fees imposed pursuant to Chapter 212,Part 1,Florida Statutes, shall be deposited into the State Solid Waste Management Trust Fund. (3) State Local Government Half-Cent Sales Tax Clearing Trust Fund: After the distributions in(1)and(2)above, 9.653%of the amount remitted by a sales tax dealer located within a participating county pursuant to Section 218.61, Florida Statutes, shall be transferred into the State Local Government Half-Cent Sales Tax Clearing Trust Fund. (4) State Local Government Half-Cent Sales Tax Clearing Trust Fund: After the distributions in(1),(2)and(3)above,0.065%shall be transferred to the State Local Government Half- Cent Sales Tax Clearing Trust Fund and distributed pursuant to Section 218.65,Florida Statutes. (5) State Revenue Sharing Trust Fund for Counties: Beginning July 1, 2000, after the distributions in(1), (2), (3)and(4)above,2.25%shall be transferred monthly to the State Revenue Sharing Trust Fund for Counties pursuant to Section 218.215, Florida Statutes. (6) State Revenue Sharing Trust Fund for Municipalities: Beginning July 1, 2000, after the distributions in(1), (2), (3) and (4) above, 1.0715% shall be transferred monthly to the State Revenue Sharing Trust Fund forMunicipalities pursuant to Section 218.215,Florida Statutes. If the total revenue to be distributed pursuant to this subparagraph is at least as great as the amount due from the State Revenue Sharing Trust Fund for Municipalities and the Municipal Financial Assistance Trust Fund in state fiscal year 1999-2000, no municipality shall receive less than the amount due from the State Revenue Sharing Trust Fund for Municipalities and the Municipal Financial Assistance Trust Fund in state fiscal year 1999-2000. If the total proceeds to be distributed are less than the amount received in combination from the State Revenue Sharing Trust Fund for Municipalities and the Municipal Financial Assistance Trust Fund in state fiscal year 1999-2000, each municipality shall receive an amount proportionate to the amount it was due in state fiscal year 1999-2000. (7) Pari-Mutuel Revenues Replacement Program Beginning July 1,2000,and in each fiscal year thereafter,of the remaining proceeds,the sum of$29,915,500 shall be divided into as many equal parts as there are counties in the state,and one part shall be distributed to each county. The distribution among the several counties shall begin each fiscal year on or before January 5h and shall continue monthly for a total of 4 months. If a local or special law required that any moneys accruing to a county in fiscal year 1999-2000 under 8 the then-existing provisions of Section 550.135, Florida Statutes be paid directly to the district school board, special district, or a municipal government, such payment shall continue until such time that the local or special law is amended or repealed. The state covenants with holders of bonds or other instruments of indebtedness issued by local governments,special districts,or district school boards prior to July 1,2000,that it is not the intent ofthis subparagraph to adversely affect the rights ofthose holders or relieve local governments,special districts,or district school boards of the dutyto meet their obligations as a result of previous pledges or assignments or trusts entered into which obligated funds received from the distribution to countygovernments under then-existing Section 550.13 5, Florida Statutes. This distribution specially is in lieu of funds distributed under Section 550.135, Florida Statutes prior to July 1,2000. (8) Professional Sports Facilities: Of the remaining proceeds, $166,667 distributed monthly for 30 years to each applicant that has been certified as a"facility for a new professional sports franchise"or a "facility for a retained professional sports franchise" pursuant to Section 288.1162, Florida Statues, and up to $41,667 monthly for 30 years to each applicant certified as a"facility for a retained spring training franchise"pursuant to Section 288.1162,Florida Statutes.Because not more than$208,335 maybe distributed monthly in the aggregate to all certified facilities for a retained spring training franchise,no more than five facilities were certified. Distributions shall begin 60 days following such certification and shall continue for not more than 30 years. Nothing contained in this paragraph shall be construed to allowanapplicant certified pursuant to Section 288.1162,Florida Statutes to receive more in distributions than actually expended by the applicant for the public purposes provided for in Section 288.1162(6), Florida Statutes. However, a certified applicant is entitled to receive distributions up to the maximum amount allowable and undistributed under this section for additional renovations and improvements to the facility for the franchise without additional certification. (9) Professional Golf Hall of Fame: Of the remaining proceeds, 30 days after notice by OTTED to DOR that an applicant has been certified as the professional golf hall of fame pursuant to Section 288.1168,Florida Statutes and is open to the public, $166,667 shall be distributed monthly,for up to 300 months,to the applicant. (10) International Game Fish Association Of the remaining proceeds, $83,333 distributed monthly for up to 180 months to an applicant which is both certified as the International Game Fish Association World Center facility pursuant to Section 288.1169, Florida Statutes,and is open to the public. A lump sum payment of$999,996 shall be made,after certification and before July 1,2000. (11) State General Revenue Fund: All other proceeds shall remain with the State General Revenue Fund. 9 s i Y 10 the then-existing provisions of Section 550.135, Florida Statutes be paid directly to the district school board, special district, or a municipal government, such payment shall continue until such time that the local or special law is amended or repealed. The state covenants with holders of bonds or other instruments of indebtedness issued by local governments,special districts,or district school boards prior to July 1,2000,that it is not the intent ofthis subparagraph to adversely affect the rights ofthose holders or relieve local governments,special districts,or district school boards of the dutyto meet their obligations as a result of previous pledges or assignments or trusts entered into which obligated funds received from the distribution to countygovernments under then-existing Section 550.13 5, Florida Statutes. This distribution specially is in lieu of funds distributed under Section 550.135, Florida Statutes prior to July 1,2000. (8) Professional Sports Facilities: Of the remaining proceeds, $166,667 distributed monthly for 30 years to each applicant that has been certified as a"facility for a new professional sports franchise"or a "facility for a retained professional sports franchise" pursuant to Section 288.1162, Florida Statues, and up to $41,667 monthly for 30 years to each applicant certified as a"facility for a retained spring training franchise"pursuant to Section 288.1162,Florida Statutes.Because not more than$208,335 maybe distributed monthly in the aggregate to all certified facilities for a retained spring training franchise,no more than five facilities were certified. Distributions shall begin 60 days following such certification and shall continue for not more than 30 years. Nothing contained in this paragraph shall be construed to allowanapplicant certified pursuant to Section 288.1162,Florida Statutes to receive more in distributions than actually expended by the applicant for the public purposes provided for in Section 288.1162(6), Florida Statutes. However, a certified applicant is entitled to receive distributions up to the maximum amount allowable and undistributed under this section for additional renovations and improvements to the facility for the franchise without additional certification. (9) Professional Golf Hall of Fame: Of the remaining proceeds, 30 days after notice by OTTED to DOR that an applicant has been certified as the professional golf hall of fame pursuant to Section 288.1168,Florida Statutes and is open to the public, $166,667 shall be distributed monthly,for up to 300 months,to the applicant. (10) International Game Fish Association Of the remaining proceeds, $83,333 distributed monthly for up to 180 months to an applicant which is both certified as the International Game Fish Association World Center facility pursuant to Section 288.1169, Florida Statutes,and is open to the public. A lump sum payment of$999,996 shall be made,after certification and before July 1,2000. (11) State General Revenue Fund: All other proceeds shall remain with the State General Revenue Fund. 9 s i Y 10 Collection and Distributions of the General Sales and Use Tax Fiscal Years Ended June 30, 1991 through June 30, 2000 (000's) Fiscal Solid Revenue Sharing Revenue Sharing Pari-Mutuel Revenues Professional Deposits to Year Ended Waste Local Trust Fund Trust Fund Replacement Sports General June 30 Collections(11 Management Governments(2) for Counties for Municipalities Program Facilities(3) Revenue(l)(4)(5)(6) 2000 $15,093,900 $30,000 $1,257,100 $0 $0 $0 $16,000 $13,783,800 1999 13,917,200 27,600 1,160,100 17,000 12,706,000 1998 12,980,716 25,995 1,095,508 12,000 11,847,213 1997 12,127,846 24,121 1,021,333 10,833 11,071,553 1996 11,461,777 22,891 969,953 7,667 10461,266 1995 10,672,034 21,323 904,342 4,167 9,742,202 1994 10,072,522 20,080 853,352 2,200 9,196,890 1993 9,426,014 19,542 798,472 0 8,608,000 1992 8,375,524 16,684 723,277 0 7,635,563 1991 8,152,022 16,250 706,037 0 7,429,735 (1) Section 212.20(6)(e),Florida Statutes,provides that in any State fiscal year,the greater of$500 million,minus an amount equal to 4.6%ofthe proceeds ofthe taxes c ol lectedpursilant to Section 20],FloridaStatutes(documentary taxes),or5%ofall othertaxesand fees imposed pursuant toSection 212.20(6)(e),Florida Statutes,f�stbe deposited intothe State General Revenue Fund before deposits are made to the State Solid Waste Management TrustFund,theState LocalGovemmentHalf-CentSalesTaxClearingTnistFund,totheState Revenue SharingTrustFund forCounties,the State Revenue SharingTru stFund forMunicipal ities,the Pari-Mutuel Revenues Replacement Program,topayfor Professional sports franchiseand/orspringtrainingfranchisefacilities,topayforaprofessionalgolfhalloffamefacility,andtopayforanInternationalGameFishAssociationWorldCenter. Since fiscal year 1993-94,5% of all other taxes andfees imposedpursuanttoSection 2 12.20(6)(f),Florida Stat utes,has been greater than$500 mil II on,and has therefore been deposited first into the State General Revenue Fund each fiscal year from General Sales and Use Tax collections.1 (2) This column includes boththe9.653%distribution to localgovetnmentsofnetgeneralsalesandusetaxesand the 0.065%di stributionto local governments ofnet general sales and use taxes. (3) This column includespaymentsmadetofinancesportsstadiums,aprofessionalgolfhalloffameandanInternationalGameFishAssociationWorldCenter,includingbutnotIimited to the State Payments which began during Fiscal Year 1997-1998. (4) The General Revenue numbers include the followingdistributions to the Huff icane Andrew Recovery and Rebui IdingTrust Fund forthe following State fiscal yel rs:1992-93-$228 million; 1993-94-$190 million;and 1994-95-$159 million. (5) The General Revenue numbers include the following distribution to the subsequentlyrepealed State Infrastructure Fund(repeal effective July 1,1991 with no fui therdispositions) for the following State fiscal year: 1990-91 -$480 million. (6) The General Revenue numbers include the following distributions to the Emergency Sales TaxDistri bution T ru s t Fund for the following State fiscal years:1994-95-$4.898 n1il lion; 1995-96-$5.335 million; 1996-97-$5.625 million;and 1997-98-$6.065 million; 1998-1999-$ ; 1999-2000-$ ---------------------- SOURCE: Executive Office of the Governor,Office of Planning and Budgeting,Revenue and Economic Analysis. Tourist Development Tax Section 125.0104, Florida Statutes, as amended, known as the "Local Option Tourist Development Tourist Development Tax Act" (the "Tourist Development Tax Act"), authorizes Florida counties to levy a tourist development tax on every person who rents,leases,or lets for consideration any living quarters or accommodations m any hotel,apartment hotel,motel,resort motel,apartment,apartment motel,roominghouse,mobile home park,recreational vehicle park or condominium for a term ofsixmonths or less(hereinafter referred to as "Tourist Rentals"). The rate of the tax varies depending upon a county's eligibility to levy particular components of the tax as discussed below. The Tourist Development Tax Act requires that at least sixty days prior to the enactment of the ordinance levying such tax, the governing board of a county must adopt a resolution establishing and appointing the members of a county tourist development council and indicating the intention ofthe county to consider the enactment of an ordinance levying and imposing the tourist development tax. The tourist development council, prior to the enactment of the ordinance, must prepare and submit to the county's governing body for its approval a plan for tourist development. This tourist development plan must provide a list, in order ofpriority,ofthe proposed uses ofthe tax revenue by specific project or special use as well as the approximate cost or expense allocation for each specific project or special use. The County currently levies the tourist development tax,at the rate of four percent of each whole and major fraction of each dollar of the total rental charged for Tourist Rentals. The Tourist Development Tax Act, pursuant to Section 125.0104(3)(c),Florida Statutes,authorizes the levy of the original tourist development tax at a rate of one percent or two percent of each whole and major fraction of each dollar of the total rental charged for Tourist Rentals and permits an additional one percent after the initial one or two percent tax has been imposed for a minimum of three(3)years. An additional one percent(the"Fourth Cent")ofthe Tourist Development Tax may be imposed to pay the debt service on bonds issued to finance the acquisition, construction, reconstruction, or renovation of a retained spring training franchise facility,either publicly owned and operated, or publicly owned and operated by the ownerofa professional sports franchise or other lessee with sufficient expertise or financial capability to operate such facility,and to pay the planning and design costs incurred prior to the issuance of such bonds. The County currently collects and administers the tourist development tax locally. The Tourist Development Tax Act authorizes the Counry to retain a portion of the tax for costs of administration,but such portion may not exceed three percent of collections. While the Ordinance levying the FourthCent was not enacted until the year 2000 and the County did not begin collecting the Fourth Cent until the year 2001,the following table shows the County's ten year history of the revenues from one cent of the Tourist Development Tax in Indian River County: 12 Collection and Distributions of the General Sales and Use Tax Fiscal Years Ended June 30, 1991 through June 30, 2000 (000's) Fiscal Solid Revenue Sharing Revenue Sharing Pari-Mutuel Revenues Professional Deposits to Year Ended Waste Local Trust Fund Trust Fund Replacement Sports General June 30 Collections(11 Management Governments(2) for Counties for Municipalities Program Facilities(3) Revenue(l)(4)(5)(6) 2000 $15,093,900 $30,000 $1,257,100 $0 $0 $0 $16,000 $13,783,800 1999 13,917,200 27,600 1,160,100 17,000 12,706,000 1998 12,980,716 25,995 1,095,508 12,000 11,847,213 1997 12,127,846 24,121 1,021,333 10,833 11,071,553 1996 11,461,777 22,891 969,953 7,667 10461,266 1995 10,672,034 21,323 904,342 4,167 9,742,202 1994 10,072,522 20,080 853,352 2,200 9,196,890 1993 9,426,014 19,542 798,472 0 8,608,000 1992 8,375,524 16,684 723,277 0 7,635,563 1991 8,152,022 16,250 706,037 0 7,429,735 (1) Section 212.20(6)(e),Florida Statutes,provides that in any State fiscal year,the greater of$500 million,minus an amount equal to 4.6%ofthe proceeds ofthe taxes c ol lectedpursilant to Section 20],FloridaStatutes(documentary taxes),or5%ofall othertaxesand fees imposed pursuant toSection 212.20(6)(e),Florida Statutes,f�stbe deposited intothe State General Revenue Fund before deposits are made to the State Solid Waste Management TrustFund,theState LocalGovemmentHalf-CentSalesTaxClearingTnistFund,totheState Revenue SharingTrustFund forCounties,the State Revenue SharingTru stFund forMunicipal ities,the Pari-Mutuel Revenues Replacement Program,topayfor Professional sports franchiseand/orspringtrainingfranchisefacilities,topayforaprofessionalgolfhalloffamefacility,andtopayforanInternationalGameFishAssociationWorldCenter. Since fiscal year 1993-94,5% of all other taxes andfees imposedpursuanttoSection 2 12.20(6)(f),Florida Stat utes,has been greater than$500 mil II on,and has therefore been deposited first into the State General Revenue Fund each fiscal year from General Sales and Use Tax collections.1 (2) This column includes boththe9.653%distribution to localgovetnmentsofnetgeneralsalesandusetaxesand the 0.065%di stributionto local governments ofnet general sales and use taxes. (3) This column includespaymentsmadetofinancesportsstadiums,aprofessionalgolfhalloffameandanInternationalGameFishAssociationWorldCenter,includingbutnotIimited to the State Payments which began during Fiscal Year 1997-1998. (4) The General Revenue numbers include the followingdistributions to the Huff icane Andrew Recovery and Rebui IdingTrust Fund forthe following State fiscal yel rs:1992-93-$228 million; 1993-94-$190 million;and 1994-95-$159 million. (5) The General Revenue numbers include the following distribution to the subsequentlyrepealed State Infrastructure Fund(repeal effective July 1,1991 with no fui therdispositions) for the following State fiscal year: 1990-91 -$480 million. (6) The General Revenue numbers include the following distributions to the Emergency Sales TaxDistri bution T ru s t Fund for the following State fiscal years:1994-95-$4.898 n1il lion; 1995-96-$5.335 million; 1996-97-$5.625 million;and 1997-98-$6.065 million; 1998-1999-$ ; 1999-2000-$ ---------------------- SOURCE: Executive Office of the Governor,Office of Planning and Budgeting,Revenue and Economic Analysis. Tourist Development Tax Section 125.0104, Florida Statutes, as amended, known as the "Local Option Tourist Development Tourist Development Tax Act" (the "Tourist Development Tax Act"), authorizes Florida counties to levy a tourist development tax on every person who rents,leases,or lets for consideration any living quarters or accommodations m any hotel,apartment hotel,motel,resort motel,apartment,apartment motel,roominghouse,mobile home park,recreational vehicle park or condominium for a term ofsixmonths or less(hereinafter referred to as "Tourist Rentals"). The rate of the tax varies depending upon a county's eligibility to levy particular components of the tax as discussed below. The Tourist Development Tax Act requires that at least sixty days prior to the enactment of the ordinance levying such tax, the governing board of a county must adopt a resolution establishing and appointing the members of a county tourist development council and indicating the intention ofthe county to consider the enactment of an ordinance levying and imposing the tourist development tax. The tourist development council, prior to the enactment of the ordinance, must prepare and submit to the county's governing body for its approval a plan for tourist development. This tourist development plan must provide a list, in order ofpriority,ofthe proposed uses ofthe tax revenue by specific project or special use as well as the approximate cost or expense allocation for each specific project or special use. The County currently levies the tourist development tax,at the rate of four percent of each whole and major fraction of each dollar of the total rental charged for Tourist Rentals. The Tourist Development Tax Act, pursuant to Section 125.0104(3)(c),Florida Statutes,authorizes the levy of the original tourist development tax at a rate of one percent or two percent of each whole and major fraction of each dollar of the total rental charged for Tourist Rentals and permits an additional one percent after the initial one or two percent tax has been imposed for a minimum of three(3)years. An additional one percent(the"Fourth Cent")ofthe Tourist Development Tax may be imposed to pay the debt service on bonds issued to finance the acquisition, construction, reconstruction, or renovation of a retained spring training franchise facility,either publicly owned and operated, or publicly owned and operated by the ownerofa professional sports franchise or other lessee with sufficient expertise or financial capability to operate such facility,and to pay the planning and design costs incurred prior to the issuance of such bonds. The County currently collects and administers the tourist development tax locally. The Tourist Development Tax Act authorizes the Counry to retain a portion of the tax for costs of administration,but such portion may not exceed three percent of collections. While the Ordinance levying the FourthCent was not enacted until the year 2000 and the County did not begin collecting the Fourth Cent until the year 2001,the following table shows the County's ten year history of the revenues from one cent of the Tourist Development Tax in Indian River County: 12 Historical Distribution of One Cent of the Tourist Development Tax Year Total One Cent Ended Tourist Tourist Sept. 30 Tax Collected Tax 1991 $356,653 $178,327 1992 $332,282 $166,141 1993 $419,471(1) $209,736 1994 $551,983 $183,994 1995 $671,295 $223,765 1996 $873,393 $291,131 1997 $982,023 $327,341 1998 $1,000,084 $333,361 1999 $1,058,842 $352,947 2000 $1,114,916 $371,639 Note: (1) A$.01 increase was imposed effective September 1, 1993 Source: Indian River County Finance Department Local Government Half-Cent Sales Tax Pursuant to Chapter 212,Part I,Florida Statutes,the State of Florida is authorized to levy and collect a sales tax on, among other things, the sales price of each item or article of tangible personal property sold at retail in the State of Florida, subject to certain exceptions and dealer allowances as set forth in Chapter 212. Chapter 212 was amended in 1982 and again in 1986,to increase the sales tax from 4%to 5%and then from 5%to 6%. Chapter 218, Florida Statutes, was amended in 1982 to add Part VI thereto entitled 'Participation in Half-Cent Sales Tax Proceeds." Pursuant to Chapter 218, Part VI, which became effective October 1, 1982, one-half of the net additional taxes remitted to the State of Florida pursuant to Chapter 212 by a sales tax dealer located within a county is required to be deposited in the Local Government Half-Cent Sales Tax Clearing Trust Fund in the State Treasury(the"Trust Fund") and earmarked for distribution to the governing body of that county and of each municipality within the county pursuant to a distribution formula. Such moneys are referred to in Chapter 218, Part VI, as the Local Government Half-Cent Sales Tax. The Half-Cent Sales Tax is distributed from the Trust Fund on a monthly basis to participating units of local government. To be eligible to participate in the Half-Cent Sales Tax the counties and municipalities must comply withcertain requirements set forthin Section 218.63, Florida Statutes. 13 The County has complied with all of the requirements set forth in Chapter 218, Part VI,including the filing of a certificate of compliance with the State Department of Revenue, that are necessary in order for the County to receive its portion of funds from the Trust Fund during the fiscal year ending September 30, 2000. The County is obligated to take all lawful action necessary or required to remain an eligible recipient of its portion of the funds in the Trust Fund so long as any of the Series 2001 Bonds remain outstanding. Although Chapter 218,Part VI,does not impose any limitation on the number of years during which the County can receive distributions ofthe Half-Cent Sales Tax from the Trust Fund,there may be future amendments to Chapter 218, Part VI, in subsequent years imposing additional requirements of eligibility for cities and counties participating in the Half-Cent Sales Tax. To be eligible to participate in the Trust Fund in future years, the County must comply with the financial reporting requirements of Section 218.23(1),Florida Statutes. Otherwise, the County loses its Trust Fund Distribution for twelve months following a"determination of non-compliance"by the State Department of Revenue. The following table shows the ten year history of the Half-Cent Sales Tax revenues in Indian River County: Historical Distribution of the Local Government Half-Cent Sales Tax To Indian River County Year Half Cent Ended Sales Sept. 30 Tax 1991 $3,330,469 1992 $3,094,981 1993 $3,300,914 1994 $3,600,141 1995 $3,752,414 1996 $4,275,358 1997 $4,755,099 1998 $5,425,803 1999 $5,871,632 2000 $6,205,862 Source: Indian River County Finance Department 14 Historical Distribution of One Cent of the Tourist Development Tax Year Total One Cent Ended Tourist Tourist Sept. 30 Tax Collected Tax 1991 $356,653 $178,327 1992 $332,282 $166,141 1993 $419,471(1) $209,736 1994 $551,983 $183,994 1995 $671,295 $223,765 1996 $873,393 $291,131 1997 $982,023 $327,341 1998 $1,000,084 $333,361 1999 $1,058,842 $352,947 2000 $1,114,916 $371,639 Note: (1) A$.01 increase was imposed effective September 1, 1993 Source: Indian River County Finance Department Local Government Half-Cent Sales Tax Pursuant to Chapter 212,Part I,Florida Statutes,the State of Florida is authorized to levy and collect a sales tax on, among other things, the sales price of each item or article of tangible personal property sold at retail in the State of Florida, subject to certain exceptions and dealer allowances as set forth in Chapter 212. Chapter 212 was amended in 1982 and again in 1986,to increase the sales tax from 4%to 5%and then from 5%to 6%. Chapter 218, Florida Statutes, was amended in 1982 to add Part VI thereto entitled 'Participation in Half-Cent Sales Tax Proceeds." Pursuant to Chapter 218, Part VI, which became effective October 1, 1982, one-half of the net additional taxes remitted to the State of Florida pursuant to Chapter 212 by a sales tax dealer located within a county is required to be deposited in the Local Government Half-Cent Sales Tax Clearing Trust Fund in the State Treasury(the"Trust Fund") and earmarked for distribution to the governing body of that county and of each municipality within the county pursuant to a distribution formula. Such moneys are referred to in Chapter 218, Part VI, as the Local Government Half-Cent Sales Tax. The Half-Cent Sales Tax is distributed from the Trust Fund on a monthly basis to participating units of local government. To be eligible to participate in the Half-Cent Sales Tax the counties and municipalities must comply withcertain requirements set forthin Section 218.63, Florida Statutes. 13 The County has complied with all of the requirements set forth in Chapter 218, Part VI,including the filing of a certificate of compliance with the State Department of Revenue, that are necessary in order for the County to receive its portion of funds from the Trust Fund during the fiscal year ending September 30, 2000. The County is obligated to take all lawful action necessary or required to remain an eligible recipient of its portion of the funds in the Trust Fund so long as any of the Series 2001 Bonds remain outstanding. Although Chapter 218,Part VI,does not impose any limitation on the number of years during which the County can receive distributions ofthe Half-Cent Sales Tax from the Trust Fund,there may be future amendments to Chapter 218, Part VI, in subsequent years imposing additional requirements of eligibility for cities and counties participating in the Half-Cent Sales Tax. To be eligible to participate in the Trust Fund in future years, the County must comply with the financial reporting requirements of Section 218.23(1),Florida Statutes. Otherwise, the County loses its Trust Fund Distribution for twelve months following a"determination of non-compliance"by the State Department of Revenue. The following table shows the ten year history of the Half-Cent Sales Tax revenues in Indian River County: Historical Distribution of the Local Government Half-Cent Sales Tax To Indian River County Year Half Cent Ended Sales Sept. 30 Tax 1991 $3,330,469 1992 $3,094,981 1993 $3,300,914 1994 $3,600,141 1995 $3,752,414 1996 $4,275,358 1997 $4,755,099 1998 $5,425,803 1999 $5,871,632 2000 $6,205,862 Source: Indian River County Finance Department 14 The Local Government Half-Cent Sales Tax proceeds collected within a county are distributed to the county and municipal governments by the State in accordance with the following formulas: County's share(Percentage of unincorporated 2/3 incorporated total Local Government Half- = area population + area population Cent Sales Tax receipts) total county + 2/3 incorporated population area population Municipality's share (percentage of total Local = municipality_population Government Half-Cent Sales total county + 2/3 incorporated Tax receipts) population area population Population is the latest officialstate estimate ofpopulationcertified prior to the beginning ofthe local government fiscal year. Because distribution of the Local Government Half-Cent Sales Tax is based on the population of unincorporated areas within the County relative to the population of incorporated municipalities within the County,the County's share ofthe Sales Tax would be reduced ifunincorporated areas ofthe County were to be annexed by an existing municipality within the County or ifunincorporated areas ofthe County were to become incorporated municipalities. Under Section 165.041,Florida Statutes,a charter for incorporation of a new municipality must be adopted by a special act ofthe Florida Legislature,after a determination that certain standards set forth in Section 165.041, Florida Statutes, have been met. As applied to any new municipality within the County,those standards include the following: (a) The new municipality must have a total population of at least 5,000 persons; (b) The new municipality must have an average population density of at least 1.5 persons per acre except under certain extraordinary conditions; and (c) Any part of the new municipality's proposed boundaries must be at least two miles from the boundaries of an existing municipality within the County contiguous and amicable to separate municipal government. Under Section 171.041(3), Florida Statutes, a municipality may annex contiguous, compact, unincorporated territory by adopting an annexation ordinance. Following adoption,such ordinance must be submitted to a separate vote of the registered electors of the annexing municipality and the registered electors ofthe area proposed to be annexed. Ifthere is a separate majority vote for annexation in both the annexing municipality and in the area proposed to be annexed, then the ordinance of annexation shall 15 become effective on the effective date specified therein. If there is a majority vote against annexation in either the annexing municipality or in the area proposed to be annexed,or in both,the ordinance shall not become effective and the area proposed to be annexed shall not be subject to an annexation ordinance by the annexing municipality for a period of two years from the date of the referendum on annexation. If more than 70% of the land in an area proposed to be annexed is owned by individuals, corporations,or legal entities which are not registered electors of such area,such area may not be annexed unless the owners of more than 50%of the land in such area consent to such annexation. Such consent must be obtained prior to the referendum to be held on the annexation. An area proposed to be annexed must meet certain standards set forth in Section 171.043,Florida Statutes. In addition to the annexation procedures described above, under Section 171.044, Florida Statutes, the owner or owners of real property in an unincorporated area which is contiguous to a municipality, and reasonably compact, may file a petition with the governing body of such municipality requesting that such propertybe annexed to the municipality. Upon determination by the governing body of the municipality that the petition bears the signatures of all owners of property in the area proposed to be annexed,the governing body may adopt an ordinance to annex such property and,after publication as required by law,such ordinance shall become effective. The County has heretofore pledged fourteen percent (14%) of the half-cent sales tax to the repayment ofits$9,875,000 Indian River County,Florida Recreational Revenue Refunding Bonds, Series 1993 (the "Series 1993 Bonds"),which are currently outstanding in the amount of$7,815,000 and have a final maturity of September 1,2016. The remaining eighty-six percent(86%)of the half cent sales tax is not pledged to the Series 1993 Bonds and the lien and pledge of such 86%portion to the Series 2001 Bonds is not subject to any prior pledge or lien. Reserve Account Under the Resolution, the County is required to establish a Reserve Account. The Reserve Account is required to be funded in an amount equal to the Reserve Account Requirement. The Reserve Account Requirement is defined in the Resolution as an amount equal to the lesser of(i)ten percent(10%) of the original sale proceeds of the Series 2001 Bonds, (in) maximum annual debt service on the Series 2001 Bonds and(iii)one hundred twenty-five percent (125%) of the average annual debt service on the Series 2001 Bonds. The County may provide for this deposit to the Reserve Account either from the proceeds of the sale of the Bonds, from other available moneys of the County and/or by providing an insurance policy or a letter of credit meeting the quality of credit criteria required by the Resolution. In order to satisfy the Reserve Account Requirement,a Municipal Bon d Reserve Fund Policy(the "Reserve Fund Policy')issued by Financial Guaranty will be provided(See"Reserve Fund Policy"under this principal caption. 16 The Local Government Half-Cent Sales Tax proceeds collected within a county are distributed to the county and municipal governments by the State in accordance with the following formulas: County's share(Percentage of unincorporated 2/3 incorporated total Local Government Half- = area population + area population Cent Sales Tax receipts) total county + 2/3 incorporated population area population Municipality's share (percentage of total Local = municipality_population Government Half-Cent Sales total county + 2/3 incorporated Tax receipts) population area population Population is the latest officialstate estimate ofpopulationcertified prior to the beginning ofthe local government fiscal year. Because distribution of the Local Government Half-Cent Sales Tax is based on the population of unincorporated areas within the County relative to the population of incorporated municipalities within the County,the County's share ofthe Sales Tax would be reduced ifunincorporated areas ofthe County were to be annexed by an existing municipality within the County or ifunincorporated areas ofthe County were to become incorporated municipalities. Under Section 165.041,Florida Statutes,a charter for incorporation of a new municipality must be adopted by a special act ofthe Florida Legislature,after a determination that certain standards set forth in Section 165.041, Florida Statutes, have been met. As applied to any new municipality within the County,those standards include the following: (a) The new municipality must have a total population of at least 5,000 persons; (b) The new municipality must have an average population density of at least 1.5 persons per acre except under certain extraordinary conditions; and (c) Any part of the new municipality's proposed boundaries must be at least two miles from the boundaries of an existing municipality within the County contiguous and amicable to separate municipal government. Under Section 171.041(3), Florida Statutes, a municipality may annex contiguous, compact, unincorporated territory by adopting an annexation ordinance. Following adoption,such ordinance must be submitted to a separate vote of the registered electors of the annexing municipality and the registered electors ofthe area proposed to be annexed. Ifthere is a separate majority vote for annexation in both the annexing municipality and in the area proposed to be annexed, then the ordinance of annexation shall 15 become effective on the effective date specified therein. If there is a majority vote against annexation in either the annexing municipality or in the area proposed to be annexed,or in both,the ordinance shall not become effective and the area proposed to be annexed shall not be subject to an annexation ordinance by the annexing municipality for a period of two years from the date of the referendum on annexation. If more than 70% of the land in an area proposed to be annexed is owned by individuals, corporations,or legal entities which are not registered electors of such area,such area may not be annexed unless the owners of more than 50%of the land in such area consent to such annexation. Such consent must be obtained prior to the referendum to be held on the annexation. An area proposed to be annexed must meet certain standards set forth in Section 171.043,Florida Statutes. In addition to the annexation procedures described above, under Section 171.044, Florida Statutes, the owner or owners of real property in an unincorporated area which is contiguous to a municipality, and reasonably compact, may file a petition with the governing body of such municipality requesting that such propertybe annexed to the municipality. Upon determination by the governing body of the municipality that the petition bears the signatures of all owners of property in the area proposed to be annexed,the governing body may adopt an ordinance to annex such property and,after publication as required by law,such ordinance shall become effective. The County has heretofore pledged fourteen percent (14%) of the half-cent sales tax to the repayment ofits$9,875,000 Indian River County,Florida Recreational Revenue Refunding Bonds, Series 1993 (the "Series 1993 Bonds"),which are currently outstanding in the amount of$7,815,000 and have a final maturity of September 1,2016. The remaining eighty-six percent(86%)of the half cent sales tax is not pledged to the Series 1993 Bonds and the lien and pledge of such 86%portion to the Series 2001 Bonds is not subject to any prior pledge or lien. Reserve Account Under the Resolution, the County is required to establish a Reserve Account. The Reserve Account is required to be funded in an amount equal to the Reserve Account Requirement. The Reserve Account Requirement is defined in the Resolution as an amount equal to the lesser of(i)ten percent(10%) of the original sale proceeds of the Series 2001 Bonds, (in) maximum annual debt service on the Series 2001 Bonds and(iii)one hundred twenty-five percent (125%) of the average annual debt service on the Series 2001 Bonds. The County may provide for this deposit to the Reserve Account either from the proceeds of the sale of the Bonds, from other available moneys of the County and/or by providing an insurance policy or a letter of credit meeting the quality of credit criteria required by the Resolution. In order to satisfy the Reserve Account Requirement,a Municipal Bon d Reserve Fund Policy(the "Reserve Fund Policy')issued by Financial Guaranty will be provided(See"Reserve Fund Policy"under this principal caption. 16 The Reserve Account shall be used only for the purpose of payment of maturing principal of or interest on the Series 2001 Bonds as the same shall become due and payable, when the other money in the Sinking Fund is insufficient therefor,and for no other purpose. Flow of Funds The Resolution creates the following funds and accounts: (i) a Revenue Fund, and within the Revenue Fund,a State Payments Account,a Fourth Cent Tourist Development Tax Account and a Local Government Half-Cent Sales Tax Account; (ii) a Construction Fund, and within the Construction Fund, a Project Account,a Land Acquisition Account and a Cost ofIssuance Account;(iii)aDebt Service Fund, and within the Debt Service Fund,an Interest Account,a Principal Account,a Bond AmortizationAccount and a Reserve Account; and(iv)a Rebate Fund. The Resolution provides that moneys in the Revenue Fund be disposed of monthly in the following order of priority, as needed: (1)amounts in the State Payments Account,(2)amounts in the Fourth Cent Tourist Development Tax Account and (3) amounts in the Local Government Half-Cent Sales Tax Account. Such amounts are required to be disposed of monthly,but not later than the eighth(8th)day of each month commencing in the month immediately following the delivery of the Series 2001 Bonds only in the following manner and the following order of priority: (1) Into the Debt Service Fund and credit to the following accounts, in the following order(except that payments into the Principal Account and the Bond Amortization Account shall be on a parity with each other),the following identified sums: (a) Interest Account: Such sum as will be sufficient to pay one-sixth(1/6th) of all interest coming due on all Series 2001 Bonds on the next interest payment date,together with any fees and charges of the Paying Agent and Registrar therefor,provided that withrespect to the initial Interest Payment Date for the Series 2001 Bonds,the monthly amount shall be calculated by deducting from the amount due on such Interest Payment Date the amount of any accrued interest on deposit in the Interest Account and dividing the result by the number of months between the date of issuance of the Series 2001 Bonds and such initial Interest Payment Date. The moneys in the Interest Account shall be withdrawn and deposited with the Paying Agent for the Series 2001 Bonds on or before each interest payment date in an amount sufficient to pay the interest due on such date and the fees of the Paying Agent and Registrar. (b) Principal Account: Such sum as will be sufficient to pay one-twelfth (1/12th)ofthe principal amount of the Series 2001 Bonds which will mature and become due on such annual maturity dates beginning in the month which is twelve (12) months prior to the first principal maturity date. The moneys on deposit in the Principal Account shall be withdrawn and deposited withthe Paying Agent for such Series 2001 Bonds on or before each principal maturity 17 date in an amount sufficient to pay the principal maturing on such date and the fees and charges of the Paying Agent and Registrar. (c) Bond Amortization Account: Such sum as will be sufficient to pay any AmortizationInstallment established for the Term Bonds established by any subsequent resolution of the County. (2) The Reserve Account may be used only for the purpose of the payment of Amortization Installments,principal of, or interest on the Series 2001 Bonds when the other moneys allocated to the Debt Service Fund are insufficient therefor,and for no other purpose. (3) The balance of any moneys remaining in the Revenue Fund at the end of each month, after the above required payments have been made, may be used by the County for any lawful purpose; provided, however,that none of said money may be used for any purposes other than those hereinabove specified unless all current payments,including any deficiencies for prior payments,have been made in full and unless the County has complied fully with all the covenants and provisions of the Resolution. (4) In determining the amount ofany ofthe payments required to be made as provided above, credit may be given for all investment income accruing to the respective funds and accounts described in the Resolution,except as otherwise provided. Municipal Bond Insurance Payments of principal of and interest on the Series 2001 Bonds are to be insured through a policy to be issued by FinancialGuaranty(the"Financial Guaranty")whichpolicy will take effect uponthe delivery of the Series 2001 Bonds. See "MUNICIPAL BOND INSURANCE" herein and "SPECIMEN MUNICIPAL BOND INSURANCEAND RESERVE FUND POLICIES"attached hereto as Appendix D. Reserve Fund Policy Concurrently with the issuance of the Series 2001 Bonds, Financial Guaranty will issue its Municipal Bond Debt Service Reserve Fund Policy (the "Reserve Policy"). The Reserve Policy unconditionally guarantees the payment of that portion of the principal of and interest on the Bonds which has become due for payment,but shall be unpaid by reason of nonpayment by the County,provided that the aggregate amount paid under the Reserve Policy may not exceed the maximum amount set forth in the Reserve Policy, which maximum amount represents the Reserve Account Requirement for the Bonds. Financial Guaranty will make suchpayments to the Paying Agent for the Bonds on the later of the date on which such principal and interest is due or on the business day next following the day on which Financial Guaranty shall have received telephonic or telegraphic notice subsequently confirmed in writing or written 18 The Reserve Account shall be used only for the purpose of payment of maturing principal of or interest on the Series 2001 Bonds as the same shall become due and payable, when the other money in the Sinking Fund is insufficient therefor,and for no other purpose. Flow of Funds The Resolution creates the following funds and accounts: (i) a Revenue Fund, and within the Revenue Fund,a State Payments Account,a Fourth Cent Tourist Development Tax Account and a Local Government Half-Cent Sales Tax Account; (ii) a Construction Fund, and within the Construction Fund, a Project Account,a Land Acquisition Account and a Cost ofIssuance Account;(iii)aDebt Service Fund, and within the Debt Service Fund,an Interest Account,a Principal Account,a Bond AmortizationAccount and a Reserve Account; and(iv)a Rebate Fund. The Resolution provides that moneys in the Revenue Fund be disposed of monthly in the following order of priority, as needed: (1)amounts in the State Payments Account,(2)amounts in the Fourth Cent Tourist Development Tax Account and (3) amounts in the Local Government Half-Cent Sales Tax Account. Such amounts are required to be disposed of monthly,but not later than the eighth(8th)day of each month commencing in the month immediately following the delivery of the Series 2001 Bonds only in the following manner and the following order of priority: (1) Into the Debt Service Fund and credit to the following accounts, in the following order(except that payments into the Principal Account and the Bond Amortization Account shall be on a parity with each other),the following identified sums: (a) Interest Account: Such sum as will be sufficient to pay one-sixth(1/6th) of all interest coming due on all Series 2001 Bonds on the next interest payment date,together with any fees and charges of the Paying Agent and Registrar therefor,provided that withrespect to the initial Interest Payment Date for the Series 2001 Bonds,the monthly amount shall be calculated by deducting from the amount due on such Interest Payment Date the amount of any accrued interest on deposit in the Interest Account and dividing the result by the number of months between the date of issuance of the Series 2001 Bonds and such initial Interest Payment Date. The moneys in the Interest Account shall be withdrawn and deposited with the Paying Agent for the Series 2001 Bonds on or before each interest payment date in an amount sufficient to pay the interest due on such date and the fees of the Paying Agent and Registrar. (b) Principal Account: Such sum as will be sufficient to pay one-twelfth (1/12th)ofthe principal amount of the Series 2001 Bonds which will mature and become due on such annual maturity dates beginning in the month which is twelve (12) months prior to the first principal maturity date. The moneys on deposit in the Principal Account shall be withdrawn and deposited withthe Paying Agent for such Series 2001 Bonds on or before each principal maturity 17 date in an amount sufficient to pay the principal maturing on such date and the fees and charges of the Paying Agent and Registrar. (c) Bond Amortization Account: Such sum as will be sufficient to pay any AmortizationInstallment established for the Term Bonds established by any subsequent resolution of the County. (2) The Reserve Account may be used only for the purpose of the payment of Amortization Installments,principal of, or interest on the Series 2001 Bonds when the other moneys allocated to the Debt Service Fund are insufficient therefor,and for no other purpose. (3) The balance of any moneys remaining in the Revenue Fund at the end of each month, after the above required payments have been made, may be used by the County for any lawful purpose; provided, however,that none of said money may be used for any purposes other than those hereinabove specified unless all current payments,including any deficiencies for prior payments,have been made in full and unless the County has complied fully with all the covenants and provisions of the Resolution. (4) In determining the amount ofany ofthe payments required to be made as provided above, credit may be given for all investment income accruing to the respective funds and accounts described in the Resolution,except as otherwise provided. Municipal Bond Insurance Payments of principal of and interest on the Series 2001 Bonds are to be insured through a policy to be issued by FinancialGuaranty(the"Financial Guaranty")whichpolicy will take effect uponthe delivery of the Series 2001 Bonds. See "MUNICIPAL BOND INSURANCE" herein and "SPECIMEN MUNICIPAL BOND INSURANCEAND RESERVE FUND POLICIES"attached hereto as Appendix D. Reserve Fund Policy Concurrently with the issuance of the Series 2001 Bonds, Financial Guaranty will issue its Municipal Bond Debt Service Reserve Fund Policy (the "Reserve Policy"). The Reserve Policy unconditionally guarantees the payment of that portion of the principal of and interest on the Bonds which has become due for payment,but shall be unpaid by reason of nonpayment by the County,provided that the aggregate amount paid under the Reserve Policy may not exceed the maximum amount set forth in the Reserve Policy, which maximum amount represents the Reserve Account Requirement for the Bonds. Financial Guaranty will make suchpayments to the Paying Agent for the Bonds on the later of the date on which such principal and interest is due or on the business day next following the day on which Financial Guaranty shall have received telephonic or telegraphic notice subsequently confirmed in writing or written 18 notice by registered or certified mail from the Paying Agent of the nonpayment of such amount by the County. The term"nonpayment" in respect ofa Bond includes any payment of principal or interest made to an owner of a Bond which has been recovered from such owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with a final nonappealable order of a court having competent jurisdiction. The Reserve Policy is non-cancellable and the premium will be fully paid at the time of delivery of the Series 2001 Bonds. The Reserve Policy covers failure to pay principal of the Series 2001 Bonds on their respective stated maturity dates, or dates on which the same shall have been called for mandatory sinking fiord redemption, and not on any other date on which the same shall have been accelerated, and covers the failure to pay an installment of interest on the stated date for its payment. The Reserve Policy shall terminate on the scheduled final maturity of the Series 2001 Bonds. Generally,in connection with its issuance ofa Reserve Policy,Financial Guaranty requires,among other things,(i)that, so long as it has not failed to comply with its payment obligations under the Reserve Policy, it be granted the power to exercise any remedies available at law or under the authorizing document other than(A)accelerationofthe Series 2001 Bonds or(B)remedies which would adversely affect holders in the event that the issuer fails to reimburse Financial Guaranty for any draws on the Reserve Policy;and (ii)that any amendment or supplement to or other modificationofthe principal legal documents be subject to Financial Guaranty's consent. The specific rights,if any,granted to Financial Guaranty in connection with its issuance ofthe Reserve Policy are set forth in the description of the principal legal documents appearing elsewhere in this Official Statement. Reference should be made as well as to such description for a discussion of the circumstances, if any, under which the County is required to provide additional or substitute credit enhancement,and related matters. This Official Statement contains a section regarding the ratings assigned to the Bonds and reference should be made to such section for a discussion of such ratings and the basis for their assignment to the Series 2001 Bonds. Reference should be made to the description of the County for a discussion of the ratings,if any,assigned to such entity's outstanding parity debt that is not secured by credit enhancement. The Reserve Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of the New York Insurance Law or by the Florida Insurance Guaranty Association(Florida Insurance Code §§ 631.50 et. seq.). Information concerning Financial Guaranty is set forth below under the caption"MUNICIPAL BOND INSURANCE." The form of Reserve Fund Policy is set forth in Appendix D"SPECIMEN MUNICIPAL BOND INSURANCE AND RESERVE FUND POLICIES." 19 s Parity Bonds Pursuant to the Resolution,the County may issue additional obligations pledging alien on the Local Government Half-Cent Sales Tax on a parity with the lien on such funds in favor of the Bonds. Such additional obligations may be issued as Capital Appreciation Bonds, Capital Appreciation Income Bonds, Option Bonds, Variable Rate Bonds, Serial Bonds or Term Bonds if the following conditions are met(capitalized terms used and not otherwise defined are defined below): (1) The Finance Director of the County certifies that the County is not in default under the covenants of the Resolution; (2) The Finance Director shall certify at the time of issuance of the Additional Parity Bonds that based on audited financial statements ofthe County,the Local Government Half-Cent Sales Tax received by the County during the most recently completed Fiscal Year immediately preceding the date of issuance of such Additional Parity Bonds shall equal or exceed 1.25 times the portionofMaximum Bond Service Requirement on the Outstanding Bonds anticipated to be paid withLocal Government Half- Cent Sales Tax in accordance with the Resolution and the Maximum Bond Service Requirement for the proposed Additional Parity Bonds. In the event suchAdditional Parity Bonds are to be secured by a source of revenue in addition to the Local Government Half-Cent Sales Tax, such additional revenues(based on the amount received by the County in the most recent Fiscal Year)shall also be considered in determining whether such revenues equal or exceed 1.25 times the Maximum Bond Service Requirement as set forth above. For the purpose ofdetermining the portion ofMaximum Bond Service Requirement onthe Outstanding Bonds"anticipated"to be paid withLocal Government Half-Cent Sales Tax, the difference between the Maximum Annual Bond Service Requirement ofthe Bonds and the sum of the State Payments and the average amount of the Fourth Cent Tourist Development Tax, will be the amount "anticipated"to be paid with Local Government Half-Cent Sales Tax. The average amount of the Fourth Cent Tourist Development Tax shall be determined by adding the amount attributable to one cent of the Tourist Development Tax collected by the County in the four most recently completed Fiscal Years and dividing such total by four. For purposes of the foregoing,the Resolution defines the following terms: "Bond Service Requirement"means,for any Fiscal Year,at any time,the amount required to be deposited in such Fiscal Year into the Debt Service Fund, as provided herein or a similar fund with respect to any Additional Panty Bonds. In calculating such amount, the County shall subtract therefrom any amounts to be transferred from a construction fund or a similar fiord for the purpose ofpaying interest on the Bonds and any 20 notice by registered or certified mail from the Paying Agent of the nonpayment of such amount by the County. The term"nonpayment" in respect ofa Bond includes any payment of principal or interest made to an owner of a Bond which has been recovered from such owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with a final nonappealable order of a court having competent jurisdiction. The Reserve Policy is non-cancellable and the premium will be fully paid at the time of delivery of the Series 2001 Bonds. The Reserve Policy covers failure to pay principal of the Series 2001 Bonds on their respective stated maturity dates, or dates on which the same shall have been called for mandatory sinking fiord redemption, and not on any other date on which the same shall have been accelerated, and covers the failure to pay an installment of interest on the stated date for its payment. The Reserve Policy shall terminate on the scheduled final maturity of the Series 2001 Bonds. Generally,in connection with its issuance ofa Reserve Policy,Financial Guaranty requires,among other things,(i)that, so long as it has not failed to comply with its payment obligations under the Reserve Policy, it be granted the power to exercise any remedies available at law or under the authorizing document other than(A)accelerationofthe Series 2001 Bonds or(B)remedies which would adversely affect holders in the event that the issuer fails to reimburse Financial Guaranty for any draws on the Reserve Policy;and (ii)that any amendment or supplement to or other modificationofthe principal legal documents be subject to Financial Guaranty's consent. The specific rights,if any,granted to Financial Guaranty in connection with its issuance ofthe Reserve Policy are set forth in the description of the principal legal documents appearing elsewhere in this Official Statement. Reference should be made as well as to such description for a discussion of the circumstances, if any, under which the County is required to provide additional or substitute credit enhancement,and related matters. This Official Statement contains a section regarding the ratings assigned to the Bonds and reference should be made to such section for a discussion of such ratings and the basis for their assignment to the Series 2001 Bonds. Reference should be made to the description of the County for a discussion of the ratings,if any,assigned to such entity's outstanding parity debt that is not secured by credit enhancement. The Reserve Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of the New York Insurance Law or by the Florida Insurance Guaranty Association(Florida Insurance Code §§ 631.50 et. seq.). Information concerning Financial Guaranty is set forth below under the caption"MUNICIPAL BOND INSURANCE." The form of Reserve Fund Policy is set forth in Appendix D"SPECIMEN MUNICIPAL BOND INSURANCE AND RESERVE FUND POLICIES." 19 s Parity Bonds Pursuant to the Resolution,the County may issue additional obligations pledging alien on the Local Government Half-Cent Sales Tax on a parity with the lien on such funds in favor of the Bonds. Such additional obligations may be issued as Capital Appreciation Bonds, Capital Appreciation Income Bonds, Option Bonds, Variable Rate Bonds, Serial Bonds or Term Bonds if the following conditions are met(capitalized terms used and not otherwise defined are defined below): (1) The Finance Director of the County certifies that the County is not in default under the covenants of the Resolution; (2) The Finance Director shall certify at the time of issuance of the Additional Parity Bonds that based on audited financial statements ofthe County,the Local Government Half-Cent Sales Tax received by the County during the most recently completed Fiscal Year immediately preceding the date of issuance of such Additional Parity Bonds shall equal or exceed 1.25 times the portionofMaximum Bond Service Requirement on the Outstanding Bonds anticipated to be paid withLocal Government Half- Cent Sales Tax in accordance with the Resolution and the Maximum Bond Service Requirement for the proposed Additional Parity Bonds. In the event suchAdditional Parity Bonds are to be secured by a source of revenue in addition to the Local Government Half-Cent Sales Tax, such additional revenues(based on the amount received by the County in the most recent Fiscal Year)shall also be considered in determining whether such revenues equal or exceed 1.25 times the Maximum Bond Service Requirement as set forth above. For the purpose ofdetermining the portion ofMaximum Bond Service Requirement onthe Outstanding Bonds"anticipated"to be paid withLocal Government Half-Cent Sales Tax, the difference between the Maximum Annual Bond Service Requirement ofthe Bonds and the sum of the State Payments and the average amount of the Fourth Cent Tourist Development Tax, will be the amount "anticipated"to be paid with Local Government Half-Cent Sales Tax. The average amount of the Fourth Cent Tourist Development Tax shall be determined by adding the amount attributable to one cent of the Tourist Development Tax collected by the County in the four most recently completed Fiscal Years and dividing such total by four. For purposes of the foregoing,the Resolution defines the following terms: "Bond Service Requirement"means,for any Fiscal Year,at any time,the amount required to be deposited in such Fiscal Year into the Debt Service Fund, as provided herein or a similar fund with respect to any Additional Panty Bonds. In calculating such amount, the County shall subtract therefrom any amounts to be transferred from a construction fund or a similar fiord for the purpose ofpaying interest on the Bonds and any 20 Additional Parity Bonds. With respect to Variable Rate Bonds, if any, the interest rate used to calculate the Bond Service Requirement shall be assumed to be the highestvariable rate borne over the preceding twenty-four (24) months by Outstanding Variable Rate Bonds issued under this Resolution or as Additional Parity Bonds or,if no such Variable Rate Bonds are at the time Outstanding, by variable rate debt for which the interest rate is computed by reference to an index comparable to that to be utilized in determining the interest rate for the debt then proposed to be issued. If Additional Parity Bonds are Option Bonds,the date or dates of tender shall be disregarded,unless actually tendered and not remarketed,and the stated maturity dates thereof shall be used forpurposes ofthis calculation, if such Option Bonds are required to be paid from Local Government Half-Cent Sale Tax hereunder on such date of maturity. "Bond Year"means the period commencing on April 1 st and ending on March 31 st of the next succeeding year. "Capital Appreciation Bonds" means the aggregate principal amount of the Additional Parity Bonds that bear interest payable solely at maturity or upon redemption prior to maturity in the amounts determined by reference to the Compounded Amounts, all as shall be determined by subsequent resolution of the County. In the case of Capital Appreciation Bonds that are convertible to Current Interest Bonds with interest payable prior to maturity or redemption of such Additional Parity Bonds, such Additional Parity Bonds shallbe considered Capital Appreciation Bonds only during the period oftime prior to such conversion. "Capital Appreciation Income Bonds" means those Additional Parity Bonds initially issued as Capital Appreciation Bonds and which become Current Interest Bonds when the original issue amount and the Compounded Amount equals $5,000 principal amount or an integral multiple thereof as determined by subsequent resolution of the County. "Compounded Amounts"means,as ofany date ofcomputationwithrespect to any Capital Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond(the principal amount at its initial offering)plus the interest accrued on such Capital Appreciation Bond from the date ofdeliveryto the original purchasers thereof to the interest date next preceding the date of computation or the date of computation if an interest date, such interest to accrue at the applicable rate which shall not exceed the legal rate,compounded semiannually,plus,with respect to matters related to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be an interest date, a portion of the difference between the Compounded Amount as of the immediately preceding interest date and the Compounded Amount as ofthe immediately succeeding interest date,calculated based on the assumption 21 s that Compounded Amount accrues during any semi-annual period in equal daily amounts on the basis of a 360-day year of twelve 30-day months. "Current Interest Bonds"means Bonds or Additional Parity Bonds,the interest on which is paid on each Interest Payment Date as such interest accrues. "Maximum Bond Service Requirement" means, as of each date on which Additional Parity Bonds are issued,the maximum amount of Bond Service Requirement which is to become due in any Fiscal Year on all Bonds and Additional Parity Bonds deemed to be Outstanding immediately after the issuance of such Additional Parity Bonds, except that withrespect to any Bonds and Additional Parity Bonds for whichAmortization Installments have been established,the amount ofprincipal coming due onthe final maturity date with respect to such Bonds and Additional Parity Bonds shall be reduced by the aggregate principal amount of such Bonds and Additional Parity Bonds that are to be redeemed from Amortization Installments to be made in prior Bond Years. "Option Bonds" means Additional Parity Bonds subject to tender for payment prior to their maturity at the option of the Holder thereof. "Serial Bonds"means all of the Bonds or Additional Parity Bonds other than Term Bonds. "Variable Rate Bonds" means obligations issued with a variable, adjustable, convertible or other similar rate which is not fixed in percentage at the date of issue for the entire term thereof as shall be determined by subsequent resolution of the County. MUNICIPAL BOND INSURANCE The following informationhas been furnished by FinancialGuarantylnsurance Company("Financial Guaranty") for use in this Official Statement. Reference is made to Appendix D for a specimen of the Financial Guaranty's policy. Concurrently with the issuance of the Series 2001 Bonds, Financial Guaranty will issue its Municipal Bond New Issue Insurance Policy for the Series 2001 Bonds (the "Policy"). The Policy unconditionally guarantees the payment of that portion of the principal of and interest on the Series 2001 Bonds which has become due for payment,but shall be unpaid by reason of nonpayment by the County of the Series 2001 Bonds. Financial Guaranty will make such payments to State Street Bank and Trust Company, N.A.,or its successor as its agent(the "Fiscal Agent"),on the later of the date on which such principal and interest is due or on the business day next following the day on which Financial Guaranty shall have received telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by 22 Additional Parity Bonds. With respect to Variable Rate Bonds, if any, the interest rate used to calculate the Bond Service Requirement shall be assumed to be the highestvariable rate borne over the preceding twenty-four (24) months by Outstanding Variable Rate Bonds issued under this Resolution or as Additional Parity Bonds or,if no such Variable Rate Bonds are at the time Outstanding, by variable rate debt for which the interest rate is computed by reference to an index comparable to that to be utilized in determining the interest rate for the debt then proposed to be issued. If Additional Parity Bonds are Option Bonds,the date or dates of tender shall be disregarded,unless actually tendered and not remarketed,and the stated maturity dates thereof shall be used forpurposes ofthis calculation, if such Option Bonds are required to be paid from Local Government Half-Cent Sale Tax hereunder on such date of maturity. "Bond Year"means the period commencing on April 1 st and ending on March 31 st of the next succeeding year. "Capital Appreciation Bonds" means the aggregate principal amount of the Additional Parity Bonds that bear interest payable solely at maturity or upon redemption prior to maturity in the amounts determined by reference to the Compounded Amounts, all as shall be determined by subsequent resolution of the County. In the case of Capital Appreciation Bonds that are convertible to Current Interest Bonds with interest payable prior to maturity or redemption of such Additional Parity Bonds, such Additional Parity Bonds shallbe considered Capital Appreciation Bonds only during the period oftime prior to such conversion. "Capital Appreciation Income Bonds" means those Additional Parity Bonds initially issued as Capital Appreciation Bonds and which become Current Interest Bonds when the original issue amount and the Compounded Amount equals $5,000 principal amount or an integral multiple thereof as determined by subsequent resolution of the County. "Compounded Amounts"means,as ofany date ofcomputationwithrespect to any Capital Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond(the principal amount at its initial offering)plus the interest accrued on such Capital Appreciation Bond from the date ofdeliveryto the original purchasers thereof to the interest date next preceding the date of computation or the date of computation if an interest date, such interest to accrue at the applicable rate which shall not exceed the legal rate,compounded semiannually,plus,with respect to matters related to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be an interest date, a portion of the difference between the Compounded Amount as of the immediately preceding interest date and the Compounded Amount as ofthe immediately succeeding interest date,calculated based on the assumption 21 s that Compounded Amount accrues during any semi-annual period in equal daily amounts on the basis of a 360-day year of twelve 30-day months. "Current Interest Bonds"means Bonds or Additional Parity Bonds,the interest on which is paid on each Interest Payment Date as such interest accrues. "Maximum Bond Service Requirement" means, as of each date on which Additional Parity Bonds are issued,the maximum amount of Bond Service Requirement which is to become due in any Fiscal Year on all Bonds and Additional Parity Bonds deemed to be Outstanding immediately after the issuance of such Additional Parity Bonds, except that withrespect to any Bonds and Additional Parity Bonds for whichAmortization Installments have been established,the amount ofprincipal coming due onthe final maturity date with respect to such Bonds and Additional Parity Bonds shall be reduced by the aggregate principal amount of such Bonds and Additional Parity Bonds that are to be redeemed from Amortization Installments to be made in prior Bond Years. "Option Bonds" means Additional Parity Bonds subject to tender for payment prior to their maturity at the option of the Holder thereof. "Serial Bonds"means all of the Bonds or Additional Parity Bonds other than Term Bonds. "Variable Rate Bonds" means obligations issued with a variable, adjustable, convertible or other similar rate which is not fixed in percentage at the date of issue for the entire term thereof as shall be determined by subsequent resolution of the County. MUNICIPAL BOND INSURANCE The following informationhas been furnished by FinancialGuarantylnsurance Company("Financial Guaranty") for use in this Official Statement. Reference is made to Appendix D for a specimen of the Financial Guaranty's policy. Concurrently with the issuance of the Series 2001 Bonds, Financial Guaranty will issue its Municipal Bond New Issue Insurance Policy for the Series 2001 Bonds (the "Policy"). The Policy unconditionally guarantees the payment of that portion of the principal of and interest on the Series 2001 Bonds which has become due for payment,but shall be unpaid by reason of nonpayment by the County of the Series 2001 Bonds. Financial Guaranty will make such payments to State Street Bank and Trust Company, N.A.,or its successor as its agent(the "Fiscal Agent"),on the later of the date on which such principal and interest is due or on the business day next following the day on which Financial Guaranty shall have received telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by 22 registered or certified mail, from an owner of Series 2001 Bonds or the Paying Agent of the nonpayment of such amount by the County. The Fiscal Agent will disburse such amount due on any Series 2001 Bond to its owner upon receipt by the Fiscal Agent of evidence satisfactory to the Fiscal Agent of the owner's right to receive payment of the principal and interest due for payment and evidence, including any appropriate instruments of assignment, that all of such owner's rights to payment of such principal and interest shall be vested in Financial Guaranty. The term"nonpayment" in respect of a Series 2001 Bond includes any payment of principal or interest made to an owner of a Series 2001 Bond which has been recovered from such owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with a final,nonappealable order of a court having competent jurisdiction. The Policy is non-cancellable and the premium will be fAlypaid at the time ofdeliveryofthe Series 2001 Bonds. The Policy covers failure to pay principal of the Series 2001 Bonds on their respective stated maturity dates or dates on which the same shall have been duly called for mandatory sinking fund redemption,and not on any other date on which the Series 2001 Bonds may have been otherwise called for redemption,accelerated or advanced in maturity,and covers the failure to pay an installment of interest on the stated date for its payment. Generally,in connection with its insurance of an issue of municipal securities,Financial Guaranty requires, among other things,(i)that it be granted the power to exercise any rights granted to the holders of such securities upon the occurrence of an event of default,without the consent of such holders,and that such holders may not exercise such rights without Financial Guaranty's consent, in each case so long as Financial Guaranty has not failed to comply with its payment obligations under its insurance policy;and(ii) that any amendment or supplement to or other modification ofthe principal legal documents be subject to Financial Guaranty's consent. The specific rights,if any,granted to Financial Guaranty in connection with its insurance of the Series 2001 Bonds are set forth in the description of the principal legal documents appearing elsewhere in this Official Statement. Reference should be made as well to such description for a discussion of the circumstances, if any, under which the County is required to provide additional or substitute credit enhancement,and related matters. See"RATINGS"herein for a discussion of the ratings and the basis for their assignment to the Series 2001 Bonds. The Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 ofthe New York Insurance Law or by the Florida Insurance Guaranty Association(Florida Insurance Code §§ 631.50 et. seq.). Financial Guaranty is a wholly-owned subsidiary of FGIC Corporation (the "Corporation"), a Delaware holding company. The Corporation is a subsidiary of General Electric Capital Corporation("GE Capital"). Neither the Corporation nor GE Capital is obligated to pay the debts of or the claims against Financial Guaranty. Financial Guaranty is a monoline financial guaranty insurer domiciled in the State of New York and subject to regulation by the State of New York Insurance Department. As of March 31, 23 � a 2001, the total capital and surplus of Financial Guaranty was approximately $1.132 billion. Financial Guaranty prepares financial statements on the basis of both statutory accounting principles and generally accepted accounting principles. Copies of such financial statements may be obtained by writing to Financial Guaranty at 115 Broadway, New York, New York 10006, Attention: Communications Department (telephone number.212-312-3000)or to the New York State Insurance Department at 25 Beaver Street, New York,New York 10004-2319,Attention:Financial Condition Property/CasualtyBureau(telephone number: 212-480-5187). ESTIMATED SOURCES AND USES OF FUNDS The following table sets forth the estimated sources and uses of funds: Sources: Par Amount of Series 2001 Bonds Plus:Accrued Interest Less: Original Issue Discount TOTAL SOURCES Uses: Deposit to Interest Account(Accrued Interest) Costs of Issuance(1) Deposit to Construction Fund TOTAL USES Note: (1) Includes Bond Insurance Premium,Reserve Account Reserve Fund Policy Premium,Underwriter's Discount and fees and expenses ofprofessionals and consultants. [Remainder of page intentionally left blank] 24 registered or certified mail, from an owner of Series 2001 Bonds or the Paying Agent of the nonpayment of such amount by the County. The Fiscal Agent will disburse such amount due on any Series 2001 Bond to its owner upon receipt by the Fiscal Agent of evidence satisfactory to the Fiscal Agent of the owner's right to receive payment of the principal and interest due for payment and evidence, including any appropriate instruments of assignment, that all of such owner's rights to payment of such principal and interest shall be vested in Financial Guaranty. The term"nonpayment" in respect of a Series 2001 Bond includes any payment of principal or interest made to an owner of a Series 2001 Bond which has been recovered from such owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with a final,nonappealable order of a court having competent jurisdiction. The Policy is non-cancellable and the premium will be fAlypaid at the time ofdeliveryofthe Series 2001 Bonds. The Policy covers failure to pay principal of the Series 2001 Bonds on their respective stated maturity dates or dates on which the same shall have been duly called for mandatory sinking fund redemption,and not on any other date on which the Series 2001 Bonds may have been otherwise called for redemption,accelerated or advanced in maturity,and covers the failure to pay an installment of interest on the stated date for its payment. Generally,in connection with its insurance of an issue of municipal securities,Financial Guaranty requires, among other things,(i)that it be granted the power to exercise any rights granted to the holders of such securities upon the occurrence of an event of default,without the consent of such holders,and that such holders may not exercise such rights without Financial Guaranty's consent, in each case so long as Financial Guaranty has not failed to comply with its payment obligations under its insurance policy;and(ii) that any amendment or supplement to or other modification ofthe principal legal documents be subject to Financial Guaranty's consent. The specific rights,if any,granted to Financial Guaranty in connection with its insurance of the Series 2001 Bonds are set forth in the description of the principal legal documents appearing elsewhere in this Official Statement. Reference should be made as well to such description for a discussion of the circumstances, if any, under which the County is required to provide additional or substitute credit enhancement,and related matters. See"RATINGS"herein for a discussion of the ratings and the basis for their assignment to the Series 2001 Bonds. The Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 ofthe New York Insurance Law or by the Florida Insurance Guaranty Association(Florida Insurance Code §§ 631.50 et. seq.). Financial Guaranty is a wholly-owned subsidiary of FGIC Corporation (the "Corporation"), a Delaware holding company. The Corporation is a subsidiary of General Electric Capital Corporation("GE Capital"). Neither the Corporation nor GE Capital is obligated to pay the debts of or the claims against Financial Guaranty. Financial Guaranty is a monoline financial guaranty insurer domiciled in the State of New York and subject to regulation by the State of New York Insurance Department. As of March 31, 23 � a 2001, the total capital and surplus of Financial Guaranty was approximately $1.132 billion. Financial Guaranty prepares financial statements on the basis of both statutory accounting principles and generally accepted accounting principles. Copies of such financial statements may be obtained by writing to Financial Guaranty at 115 Broadway, New York, New York 10006, Attention: Communications Department (telephone number.212-312-3000)or to the New York State Insurance Department at 25 Beaver Street, New York,New York 10004-2319,Attention:Financial Condition Property/CasualtyBureau(telephone number: 212-480-5187). ESTIMATED SOURCES AND USES OF FUNDS The following table sets forth the estimated sources and uses of funds: Sources: Par Amount of Series 2001 Bonds Plus:Accrued Interest Less: Original Issue Discount TOTAL SOURCES Uses: Deposit to Interest Account(Accrued Interest) Costs of Issuance(1) Deposit to Construction Fund TOTAL USES Note: (1) Includes Bond Insurance Premium,Reserve Account Reserve Fund Policy Premium,Underwriter's Discount and fees and expenses ofprofessionals and consultants. [Remainder of page intentionally left blank] 24 DEBT SERVICE SCHEDULE Date Total April 1 Principal Interest Debt Service 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Totals: 25 SPRING TRAINING FACILITY Pursuant to a Memorandum of Understanding(the "Memorandum")by and among the County,the City of Vero Beach, Florida (the "City"), Los Angeles Dodgers, Inc. (the "Dodgers"), Fox Baseball Holdings,Inc. ("Fox")and de Guardiola Development,Inc. (the "Developer"),the County has agreed to purchase from the Dodgers approximately 61.75 acres of land in Indian River County which presently constitutes the Dodgers' spring training facilityknown as Dodgertown,which consists of Holman Stadium, an eighty-nine (89) unit player housing facility, a conference center with meeting and dining rooms, a clubhouse and weight room,in-door batting and pitching cages, four (4)full baseball practice fields,two (2)half baseball practice fields,and related spring training facilities. Immediatelyfollowingthe acquisition ofDodgertown by the County, (i)a lease agreement between the County and the Dodgers will become effective,pursuant to which the Dodgers will lease Dodgertown from the County for a period ofnot less than20 years,with four(4)five(5)year renewal options,and(ii) a development agreement between the County and the Dodgers will become effective,pursuant to which the Dodgers will oversee the construction of new spring training practice fields,and rehabilitation of the existing housing units, conference center,practice fields and Holman Stadium. In conjunction with the County's acquisition of Dodgertown, the Developer,using solely private funds, is acquiring approximately 60 acres of land adjoining Dodgertown from the Dodgers and Fox. It is contemplated by the Memorandum that the Developer will develop these lands into a "mini-town" consisting of hotel and conference facilities, multi-family residential rental housing, retail stores and entertainment facilities. This new development will have a look that embodies the theme of Dodgertown in order to provide a consistent overall appearance of the two facilities. However,other than coordinating the appearance of the new mini-town and Dodgertown,these two projects are otherwise unrelated. THE COUNTY WILL RECEIVE ONLY NOMINAL RENT FOR DODGERTOWN AND NO REVENUES DERIVED DIRECTLY OR INDIRECTLY FROM DODGERTOWN WILL BE PLEDGED TO OR A SOURCE OF PAYMENT FOR THE SERIES 2001 BONDS. Memorandum of Understanding The City,the County,the Dodgers,Fox and the Developer have entered into a Memorandum of Understanding,dated as of July 24, 2000 (the "Memorandum"),the purpose of which is to set forth the overall understanding of the parties involved in the transaction. As such,the Memorandum speaks to the County's acquisition of Dodgertown and the Developer's acquisition of certain adjacent lands on which it will build a new"mini-town"using solely private funds. In addition to the condition that Dodgertown be certified by the State as a retained spring training franchise facility, it also envisions certain additional contingencies such as site plan approval for the improvements at Dodgertown as well as the new town"project. 26 DEBT SERVICE SCHEDULE Date Total April 1 Principal Interest Debt Service 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Totals: 25 SPRING TRAINING FACILITY Pursuant to a Memorandum of Understanding(the "Memorandum")by and among the County,the City of Vero Beach, Florida (the "City"), Los Angeles Dodgers, Inc. (the "Dodgers"), Fox Baseball Holdings,Inc. ("Fox")and de Guardiola Development,Inc. (the "Developer"),the County has agreed to purchase from the Dodgers approximately 61.75 acres of land in Indian River County which presently constitutes the Dodgers' spring training facilityknown as Dodgertown,which consists of Holman Stadium, an eighty-nine (89) unit player housing facility, a conference center with meeting and dining rooms, a clubhouse and weight room,in-door batting and pitching cages, four (4)full baseball practice fields,two (2)half baseball practice fields,and related spring training facilities. Immediatelyfollowingthe acquisition ofDodgertown by the County, (i)a lease agreement between the County and the Dodgers will become effective,pursuant to which the Dodgers will lease Dodgertown from the County for a period ofnot less than20 years,with four(4)five(5)year renewal options,and(ii) a development agreement between the County and the Dodgers will become effective,pursuant to which the Dodgers will oversee the construction of new spring training practice fields,and rehabilitation of the existing housing units, conference center,practice fields and Holman Stadium. In conjunction with the County's acquisition of Dodgertown, the Developer,using solely private funds, is acquiring approximately 60 acres of land adjoining Dodgertown from the Dodgers and Fox. It is contemplated by the Memorandum that the Developer will develop these lands into a "mini-town" consisting of hotel and conference facilities, multi-family residential rental housing, retail stores and entertainment facilities. This new development will have a look that embodies the theme of Dodgertown in order to provide a consistent overall appearance of the two facilities. However,other than coordinating the appearance of the new mini-town and Dodgertown,these two projects are otherwise unrelated. THE COUNTY WILL RECEIVE ONLY NOMINAL RENT FOR DODGERTOWN AND NO REVENUES DERIVED DIRECTLY OR INDIRECTLY FROM DODGERTOWN WILL BE PLEDGED TO OR A SOURCE OF PAYMENT FOR THE SERIES 2001 BONDS. Memorandum of Understanding The City,the County,the Dodgers,Fox and the Developer have entered into a Memorandum of Understanding,dated as of July 24, 2000 (the "Memorandum"),the purpose of which is to set forth the overall understanding of the parties involved in the transaction. As such,the Memorandum speaks to the County's acquisition of Dodgertown and the Developer's acquisition of certain adjacent lands on which it will build a new"mini-town"using solely private funds. In addition to the condition that Dodgertown be certified by the State as a retained spring training franchise facility, it also envisions certain additional contingencies such as site plan approval for the improvements at Dodgertown as well as the new town"project. 26 Agreement for Sale and Purchase The County,as purchaser,and the Dodgers,as seller,have entered into an Agreement for Sale and Purchase, dated as of September 1,2000(the "Real Estate Contract"), whereby the County will acquire approximately 64 acres of land in Indian River County,Florida known as Dodgertown. Under the Real Estate Contract, the County (subject to customary closing adjustments), will pay $10,000,000 to the Dodgers for a statutory warranty deed to Dodgertown. The Real Estate Contract contains the usual provisions regarding title defects and survey,and requires the Dodgers to provide the County with a Phase I Environmental Report on Dodgertown(and within certain limits,cure any environmental issues resulting from hazardous materials on the land)and an ADA Compliance Report(and within certain limits,cure any ADA deficiencies). Interlocal Agreement An Interlocal Agreement, between the County and the City dated as of September 1,2000,which was recorded in the public records of Indian River County on September 12, 2000 (the "Interlocal Agreement")provides for(i)the City's financial contribution to the transaction in the amount of$1,400,000 to fund a portion of the long term repair and replacement reserve fund being established by the County for Dodgertown and(ii)a mechanism to deed to the City a portion of the land or proceeds from the sale of Dodgertown in the event the Dodgers cease using Dodgertown as their spring training facility. Facility Lease Agreement Pursuant to a Facility Lease Agreement, between the County and the Dodgers dated as of September 1, 2000 (the "Facility Lease"), the Dodgers will lease Dodgertown for a period of approximately twenty(20)years covering twenty(20) spring training seasons, and will have the right to renew the arrangement for four(4)successive five(5)year periods under the same terms and conditions. Under the Facility Lease,the Dodgers will pay a nominal rent to the County of one dollar($1.00)per year (payable in advance), and undertake the obligation to pay all the costs of operating and maintaining Dodgertown consistent with the historical maintenance practices of the Dodgers,but in all events at least equal to the maintenance standards utilized at other similar spring training facilities. Although the County and City are fimding a repair and replacement reserve for Dodgertown with an initial deposit of $2,000,000, the Dodgers will have the sole obligation to pay all costs of such maintenance,repair and replacements throughout the term ofthe Facility Lease. The only obligation retained by the County will be to pay any ad valorem real property taxes, if any, assessed against Dodgertown following the County's acquisition. In order to help assure that the Dodgers will continue to use Dodgertown as their spring training facility throughout the initial twenty year term of the Facility Lease,in the event the Dodgers cease using Dodgertown as their spring training facility, they are obligated to pay liquidated damages to the County in an amount equal to the costs of defeasing the Outstanding principal amount of the Series 2001 Bonds. 27 Development Agreement Pursuant to a Development Agreement, between the County and the Dodgers dated as of September 1, 2000 (the "Development Agreement"), the Dodgers will undertake the obligation of completing certain improvements to Dodgertown consisting of renovations to the existing housing and conference facilities,improvements to Holman Stadium and certain of the existing practice fields,and the construction of new practice fields. The County is providing $7,000,000 to pay the costs of the improvements contemplated for Dodgertown(currently estimated at approximately$8,400,000),withthe understanding that the$2,000,000 in funds held under the Capital Reserve Account Agreement may be used to pay all or a portion of the costs ofthe improvements in excess of$7,000,000. Any costs in excess of these amounts are the sole responsibility of the Dodgers, and ownership of all improvements will vest in the County upon completion of each improvement. Capital Reserve Account Agreement A Capital Reserve Account Agreement, between the County, the Dodgers and First Union National Bank, as the Capital Reserve Account Agent, dated as of September 1, 2000 (the 'Reserve Agreement") controls the disbursement of a $2,000,000 repair and replacement reserve being funded jointly by the County and the City to assist in the maintenance of Dodgertown. At the option of the Dodgers, the funds held under the Reserve Agreement may be used to pay the costs of additional improvements to Dodgertown not funded by the County in accordance with the Development Agreement. Once the Dodgers have expended all of the funds held under the Reserve Agreement,the Dodgers will remain obligated to fiord the costs of all repairs,replacements and maintenance at Dodgertown throughout the term of the Facility Lease. FINANCIAL ADVISOR Fishkind&Associates,Inc.,Orlando,Florida,is serving as financial advisor to the County. The financial advisor has assisted in the preparation of the Official Statement,and in other matters relating to the planning, structuring and issuance of the Series 2001 Bonds, and has provided additional advice. Fishkind & Associates, Inc. is a financial advisory and consulting organization and is not engaged in the business of underwriting,marketing or trading of municipal securities or any other negotiable ins ruments. LITIGATION In the opinion of the County Attorney, no legal proceedings are pending or threatened that materially affect the County's ability to perform its obligations to the holders of the Series 2001 Bonds or that materially affect the Pledged Revenues. 28 Agreement for Sale and Purchase The County,as purchaser,and the Dodgers,as seller,have entered into an Agreement for Sale and Purchase, dated as of September 1,2000(the "Real Estate Contract"), whereby the County will acquire approximately 64 acres of land in Indian River County,Florida known as Dodgertown. Under the Real Estate Contract, the County (subject to customary closing adjustments), will pay $10,000,000 to the Dodgers for a statutory warranty deed to Dodgertown. The Real Estate Contract contains the usual provisions regarding title defects and survey,and requires the Dodgers to provide the County with a Phase I Environmental Report on Dodgertown(and within certain limits,cure any environmental issues resulting from hazardous materials on the land)and an ADA Compliance Report(and within certain limits,cure any ADA deficiencies). Interlocal Agreement An Interlocal Agreement, between the County and the City dated as of September 1,2000,which was recorded in the public records of Indian River County on September 12, 2000 (the "Interlocal Agreement")provides for(i)the City's financial contribution to the transaction in the amount of$1,400,000 to fund a portion of the long term repair and replacement reserve fund being established by the County for Dodgertown and(ii)a mechanism to deed to the City a portion of the land or proceeds from the sale of Dodgertown in the event the Dodgers cease using Dodgertown as their spring training facility. Facility Lease Agreement Pursuant to a Facility Lease Agreement, between the County and the Dodgers dated as of September 1, 2000 (the "Facility Lease"), the Dodgers will lease Dodgertown for a period of approximately twenty(20)years covering twenty(20) spring training seasons, and will have the right to renew the arrangement for four(4)successive five(5)year periods under the same terms and conditions. Under the Facility Lease,the Dodgers will pay a nominal rent to the County of one dollar($1.00)per year (payable in advance), and undertake the obligation to pay all the costs of operating and maintaining Dodgertown consistent with the historical maintenance practices of the Dodgers,but in all events at least equal to the maintenance standards utilized at other similar spring training facilities. Although the County and City are fimding a repair and replacement reserve for Dodgertown with an initial deposit of $2,000,000, the Dodgers will have the sole obligation to pay all costs of such maintenance,repair and replacements throughout the term ofthe Facility Lease. The only obligation retained by the County will be to pay any ad valorem real property taxes, if any, assessed against Dodgertown following the County's acquisition. In order to help assure that the Dodgers will continue to use Dodgertown as their spring training facility throughout the initial twenty year term of the Facility Lease,in the event the Dodgers cease using Dodgertown as their spring training facility, they are obligated to pay liquidated damages to the County in an amount equal to the costs of defeasing the Outstanding principal amount of the Series 2001 Bonds. 27 Development Agreement Pursuant to a Development Agreement, between the County and the Dodgers dated as of September 1, 2000 (the "Development Agreement"), the Dodgers will undertake the obligation of completing certain improvements to Dodgertown consisting of renovations to the existing housing and conference facilities,improvements to Holman Stadium and certain of the existing practice fields,and the construction of new practice fields. The County is providing $7,000,000 to pay the costs of the improvements contemplated for Dodgertown(currently estimated at approximately$8,400,000),withthe understanding that the$2,000,000 in funds held under the Capital Reserve Account Agreement may be used to pay all or a portion of the costs ofthe improvements in excess of$7,000,000. Any costs in excess of these amounts are the sole responsibility of the Dodgers, and ownership of all improvements will vest in the County upon completion of each improvement. Capital Reserve Account Agreement A Capital Reserve Account Agreement, between the County, the Dodgers and First Union National Bank, as the Capital Reserve Account Agent, dated as of September 1, 2000 (the 'Reserve Agreement") controls the disbursement of a $2,000,000 repair and replacement reserve being funded jointly by the County and the City to assist in the maintenance of Dodgertown. At the option of the Dodgers, the funds held under the Reserve Agreement may be used to pay the costs of additional improvements to Dodgertown not funded by the County in accordance with the Development Agreement. Once the Dodgers have expended all of the funds held under the Reserve Agreement,the Dodgers will remain obligated to fiord the costs of all repairs,replacements and maintenance at Dodgertown throughout the term of the Facility Lease. FINANCIAL ADVISOR Fishkind&Associates,Inc.,Orlando,Florida,is serving as financial advisor to the County. The financial advisor has assisted in the preparation of the Official Statement,and in other matters relating to the planning, structuring and issuance of the Series 2001 Bonds, and has provided additional advice. Fishkind & Associates, Inc. is a financial advisory and consulting organization and is not engaged in the business of underwriting,marketing or trading of municipal securities or any other negotiable ins ruments. LITIGATION In the opinion of the County Attorney, no legal proceedings are pending or threatened that materially affect the County's ability to perform its obligations to the holders of the Series 2001 Bonds or that materially affect the Pledged Revenues. 28 • r t In the opinion of the County Attorney, there is no litigation or controversy of any nature now pending or,to the County's knowledge, threatened to restrain or enjoin the issuance, sale, execution or delivery of the Series 2001 Bonds or in any way contesting the validity of the Series 2001 Bonds or any proceedings of the County taken with respect to the authorization, sale or issuance of the Series 2001 Bonds or the pledge or application of any moneys provided for the payment of the Series 2001 Bonds. RATINGS Standard & Poor's Credit Markets Services and Fitch, Inc. are expected to assign ratings of "AAA" and"AAA," respectively,to the Series 2001 Bonds, with the understanding that, upon delivery of the Series 2001 Bonds, the municipal bond insurance policy will be issued by Financial Guaranty. Standard&Poor's Credit Markets Services and Fitch,Inc. are also expected to assign ratings of" "and to ," respectively,to the Series 2001 Bonds without regard to the municipal bond insurance policy. Such ratings reflect only the views of such organizations and any desired explanation ofthe significance of such ratings should be obtained from the respective rating agency. Generally,a rating agency bases its rating on the information and materials furnished to it and on investigations,studies and assumptions of its own. There is no assurance such ratings will continue for any given period oftime or that such ratings will not be revised downward or withdrawn entirely by the rating agencies,if in the judgment of such rating agencies, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Series 2001 Bonds. FINANCIAL STATEMENTS The County's general purpose financial statements at September 30,2000 and forthe Fiscal Year then ended, included as Appendix B hereto, have been audited by Harris, Cotherman & Associates, independent accountants,as set forth in their report dated February 9,2001,which is a part of Appendix B attached hereto. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Rule 3E-400.003, Rules of Government Securities, promulgated by the Florida Department of Banking and Finance, Division of Securities, under Section 517.051(1), Florida Statutes ("Rule 3E- 400.003"), requires the County to disclose each and every default as to the payment of principal and interest with respect to obligations issued or guaranteed by the County after December 31, 1975. 29 t ! The County is not, and since December 31, 1975, has not been, in default as to principal of and interest on bonds or other debt obligations for which either ad valorem or non ad valorem revenues ofthe County are pledged. APPROVAL OF LEGALITY Certain legal matters incident to the authorization,issuance,sale, and delivery of the Series 2001 Bonds, and the treatment of the interest thereon for federal income tax purposes, are subject to the approval ofBryant,Miller and Olive,P.A.,Tallahassee,Florida,Bond Counsel, whose approving opinion in substantially the form attached hereto as Appendix F will be printed on all of the Series 2001 Bonds. In its capacity as Bond Counsel,Bryant,Miller and Olive,P.A.has participated in the preparation of,and has reviewed those portions of this Official Statement contained under the captions "DESCRIPTION OF THE SERIES 2001 BONDS," "SECURITY FOR THE SERIES 2001 BONDS,""APPROVAL OF LEGALITY,"'TAX EXEMPTION,"and the "THE RESOLUTION"contained in Appendix C to this Official Statement and the language on the cover and in the summary of this Official Statement insofar as suchportions and such language summarize or describe the terms ofthe Series 2001 Bonds,the Resolution and the tax-exempt status ofthe Series 2001 Bonds. The firm has not been retained to pass upon,and will not express any opinion upon,any other information contained in this Official Statement or that may be made available to prospective purchasers of the Series 2001 Bonds. Certain legal matters will be passed upon for the County by the County Attorney,Paul G. Bangel,Esquire, Vero Beach, Florida, and by its Disclosure Counsel,Nabors,Giblin&Nickerson,P.A.,Tampa,Florida. TAX EXEMPTION Federal Income Tax Matters The Internal Revenue Code of 1986,as amended(the "Code") establishes certain requirements which must be met subsequent to the issuance and delivery of the Series 2001 Bonds in order that interest on the Series 2001 Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-compliance may cause interest on the Series 2001 Bonds to be included in federal gross income retroactive to the date ofissuance ofthe Series 2001 Bonds regardless of the date on which such non-compliance occurs or is ascertained. These requirements include, but are not limited to,provisions which prescribe yield and other limits within which the proceeds of the Series 2001 Bonds and the other amounts are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. The County has covenanted in the Ordinance to comply with such requirements in order to maintain the exclusion from federal gross income of the interest on the Series 2001 Bonds. 30 • r t In the opinion of the County Attorney, there is no litigation or controversy of any nature now pending or,to the County's knowledge, threatened to restrain or enjoin the issuance, sale, execution or delivery of the Series 2001 Bonds or in any way contesting the validity of the Series 2001 Bonds or any proceedings of the County taken with respect to the authorization, sale or issuance of the Series 2001 Bonds or the pledge or application of any moneys provided for the payment of the Series 2001 Bonds. RATINGS Standard & Poor's Credit Markets Services and Fitch, Inc. are expected to assign ratings of "AAA" and"AAA," respectively,to the Series 2001 Bonds, with the understanding that, upon delivery of the Series 2001 Bonds, the municipal bond insurance policy will be issued by Financial Guaranty. Standard&Poor's Credit Markets Services and Fitch,Inc. are also expected to assign ratings of" "and to ," respectively,to the Series 2001 Bonds without regard to the municipal bond insurance policy. Such ratings reflect only the views of such organizations and any desired explanation ofthe significance of such ratings should be obtained from the respective rating agency. Generally,a rating agency bases its rating on the information and materials furnished to it and on investigations,studies and assumptions of its own. There is no assurance such ratings will continue for any given period oftime or that such ratings will not be revised downward or withdrawn entirely by the rating agencies,if in the judgment of such rating agencies, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Series 2001 Bonds. FINANCIAL STATEMENTS The County's general purpose financial statements at September 30,2000 and forthe Fiscal Year then ended, included as Appendix B hereto, have been audited by Harris, Cotherman & Associates, independent accountants,as set forth in their report dated February 9,2001,which is a part of Appendix B attached hereto. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Rule 3E-400.003, Rules of Government Securities, promulgated by the Florida Department of Banking and Finance, Division of Securities, under Section 517.051(1), Florida Statutes ("Rule 3E- 400.003"), requires the County to disclose each and every default as to the payment of principal and interest with respect to obligations issued or guaranteed by the County after December 31, 1975. 29 t ! The County is not, and since December 31, 1975, has not been, in default as to principal of and interest on bonds or other debt obligations for which either ad valorem or non ad valorem revenues ofthe County are pledged. APPROVAL OF LEGALITY Certain legal matters incident to the authorization,issuance,sale, and delivery of the Series 2001 Bonds, and the treatment of the interest thereon for federal income tax purposes, are subject to the approval ofBryant,Miller and Olive,P.A.,Tallahassee,Florida,Bond Counsel, whose approving opinion in substantially the form attached hereto as Appendix F will be printed on all of the Series 2001 Bonds. In its capacity as Bond Counsel,Bryant,Miller and Olive,P.A.has participated in the preparation of,and has reviewed those portions of this Official Statement contained under the captions "DESCRIPTION OF THE SERIES 2001 BONDS," "SECURITY FOR THE SERIES 2001 BONDS,""APPROVAL OF LEGALITY,"'TAX EXEMPTION,"and the "THE RESOLUTION"contained in Appendix C to this Official Statement and the language on the cover and in the summary of this Official Statement insofar as suchportions and such language summarize or describe the terms ofthe Series 2001 Bonds,the Resolution and the tax-exempt status ofthe Series 2001 Bonds. The firm has not been retained to pass upon,and will not express any opinion upon,any other information contained in this Official Statement or that may be made available to prospective purchasers of the Series 2001 Bonds. Certain legal matters will be passed upon for the County by the County Attorney,Paul G. Bangel,Esquire, Vero Beach, Florida, and by its Disclosure Counsel,Nabors,Giblin&Nickerson,P.A.,Tampa,Florida. TAX EXEMPTION Federal Income Tax Matters The Internal Revenue Code of 1986,as amended(the "Code") establishes certain requirements which must be met subsequent to the issuance and delivery of the Series 2001 Bonds in order that interest on the Series 2001 Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-compliance may cause interest on the Series 2001 Bonds to be included in federal gross income retroactive to the date ofissuance ofthe Series 2001 Bonds regardless of the date on which such non-compliance occurs or is ascertained. These requirements include, but are not limited to,provisions which prescribe yield and other limits within which the proceeds of the Series 2001 Bonds and the other amounts are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. The County has covenanted in the Ordinance to comply with such requirements in order to maintain the exclusion from federal gross income of the interest on the Series 2001 Bonds. 30 In the opinion of Bond Counsel,assuming compliance with the aforementioned covenants,under existing laws,regulations,judicial decisions and rulings,interest on the Series 2001 Bonds is excluded from gross income for purposes of federal income taxation. Interest on the Series 2001 Bonds is not an item of tax preference for purposes ofthe federal alternative minimum tax imposed on individuals or corporations; however,interest on the Series 2001 Bonds maybe subject to the alternative minirrnun tax when any Series 2001 Bond is held by a corporation. The alternative minimum taxable income of a corporation must be increased by 75%ofthe excess of such corporation's adjusted current earnings over its alternative minimum taxable income (before this adjustment and the alternative tax net operating loss deduction). "Adjusted Current Earnings"will include interest on the Series 2001 Bonds. Except as described above,Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of,receipt or accrual of interest on,or disposition of Series 2001 Bonds. Prospective purchasers of Series 2001 Bonds should be aware that the ownership of Series 2001 Bonds may result in collateral federal income tax consequences,including(i)the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry Series 2001 Bonds, (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by 15%ofcertain items,including interest on the Series 2001 Bonds,(iii)the inclusion of interest on the Series 2001 Bonds in earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax,(iv)the inclusion of interest on Series 2001 Bonds in passive income subject to federal income taxation of certain S corporations with Subchapter C earnings and profits at the close ofthe taxable year, and(v)the inclusionof interest on the Series 2001 Bonds in"modified adjusted gross income"by recipients of certain Social Security and Railroad Retirement benefits for purposes of determining whether such benefits are included in gross income for federal income tax purposes. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2001 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE REGISTERED OWNERS. PROSPECTIVE SERIES 2001 REGISTERED OWNERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. During recent years legislative proposals have been introduced in Congress, and in some cases enacted that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2001 Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2001 Bonds. From time to time,legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of Series 2001 Bonds and their market value.No assurance can be given that legislative proposals will not be introduced or enacted that would or might apply to,or have an adverse effect upon, the Series 2001 Bonds. 31 Tax Treatment of Original Issue Discount Under the Code,the difference between the maturity amount of the Series 2001 Bonds maturing in the years through (the'Discount Bonds")and the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers,at whichprice a substantialamount of Series 2001 Bonds ofthe same maturity was sold is'original issue discount." Original issue discount will accrue over the term of such Series 2001 Bonds at a constant interest rate compounded periodically. A purchaser who acquires such Series 2001 Bonds in the initial offering at a price equal to the initial offering price thereof to the public will be treated as receiving an amount ofinterest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period he holds such Series 2001 Bonds,and will increase his adjusted basis in such Series 2001 Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Series 2001 Bonds. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Series 2001 Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those above. Owners of such Series 2001 Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, redemption or other disposition of Series 2001 Bonds and with respect to the state and local tax consequences of owning and disposing of such Series 2001 Bonds. Tax Treatment of Bond Premium It is anticipated that the Series 2001 Bonds maturing in years through will be offered at prices in excess of the principal amount thereof to achieve a yield based upon the call date rather than the maturity date (the "Callable Premium Bonds'). Under the Code, the excess of the cost basis of a Callable Premium Bond over the amount payable at the call date of the Callable Premium Bond that minimizes the yield to a purchaser of a Callable Premium Bond(other than for a bondholder who holds a bond as inventory,stock in trade,or for sale to customers in the ordinary course of business)is generally characterized as"bond premium." For federal income tax purposes,bond premium is amortized over the period to the call date of a Callable Premium Bond. A bondholder will therefore be required to decrease his basis in the Callable Premium Bond by the amount ofthe amortizable bond premium attributable to each taxable year he holds such Callable Premium Bond. The amount of the amortizable bond premium attributable to each taxable year is determined on an actuarial basis at a constant interest rate compounded on each interest payment date. The amortizable bond premium attributable to a taxable year is not deductible for federal income tax purposes. Holders ofthe Series 2001 Bonds maturing in years through should consult their own tax advisors with respect to the precise determination for federal income tax purposes of the treatment of bond premium upon sale,redemption,or other disposition of such Series 2001 Bonds. 32 In the opinion of Bond Counsel,assuming compliance with the aforementioned covenants,under existing laws,regulations,judicial decisions and rulings,interest on the Series 2001 Bonds is excluded from gross income for purposes of federal income taxation. Interest on the Series 2001 Bonds is not an item of tax preference for purposes ofthe federal alternative minimum tax imposed on individuals or corporations; however,interest on the Series 2001 Bonds maybe subject to the alternative minirrnun tax when any Series 2001 Bond is held by a corporation. The alternative minimum taxable income of a corporation must be increased by 75%ofthe excess of such corporation's adjusted current earnings over its alternative minimum taxable income (before this adjustment and the alternative tax net operating loss deduction). "Adjusted Current Earnings"will include interest on the Series 2001 Bonds. Except as described above,Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of,receipt or accrual of interest on,or disposition of Series 2001 Bonds. Prospective purchasers of Series 2001 Bonds should be aware that the ownership of Series 2001 Bonds may result in collateral federal income tax consequences,including(i)the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry Series 2001 Bonds, (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by 15%ofcertain items,including interest on the Series 2001 Bonds,(iii)the inclusion of interest on the Series 2001 Bonds in earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax,(iv)the inclusion of interest on Series 2001 Bonds in passive income subject to federal income taxation of certain S corporations with Subchapter C earnings and profits at the close ofthe taxable year, and(v)the inclusionof interest on the Series 2001 Bonds in"modified adjusted gross income"by recipients of certain Social Security and Railroad Retirement benefits for purposes of determining whether such benefits are included in gross income for federal income tax purposes. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2001 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE REGISTERED OWNERS. PROSPECTIVE SERIES 2001 REGISTERED OWNERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. During recent years legislative proposals have been introduced in Congress, and in some cases enacted that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2001 Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2001 Bonds. From time to time,legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of Series 2001 Bonds and their market value.No assurance can be given that legislative proposals will not be introduced or enacted that would or might apply to,or have an adverse effect upon, the Series 2001 Bonds. 31 Tax Treatment of Original Issue Discount Under the Code,the difference between the maturity amount of the Series 2001 Bonds maturing in the years through (the'Discount Bonds")and the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers,at whichprice a substantialamount of Series 2001 Bonds ofthe same maturity was sold is'original issue discount." Original issue discount will accrue over the term of such Series 2001 Bonds at a constant interest rate compounded periodically. A purchaser who acquires such Series 2001 Bonds in the initial offering at a price equal to the initial offering price thereof to the public will be treated as receiving an amount ofinterest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period he holds such Series 2001 Bonds,and will increase his adjusted basis in such Series 2001 Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Series 2001 Bonds. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Series 2001 Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those above. Owners of such Series 2001 Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, redemption or other disposition of Series 2001 Bonds and with respect to the state and local tax consequences of owning and disposing of such Series 2001 Bonds. Tax Treatment of Bond Premium It is anticipated that the Series 2001 Bonds maturing in years through will be offered at prices in excess of the principal amount thereof to achieve a yield based upon the call date rather than the maturity date (the "Callable Premium Bonds'). Under the Code, the excess of the cost basis of a Callable Premium Bond over the amount payable at the call date of the Callable Premium Bond that minimizes the yield to a purchaser of a Callable Premium Bond(other than for a bondholder who holds a bond as inventory,stock in trade,or for sale to customers in the ordinary course of business)is generally characterized as"bond premium." For federal income tax purposes,bond premium is amortized over the period to the call date of a Callable Premium Bond. A bondholder will therefore be required to decrease his basis in the Callable Premium Bond by the amount ofthe amortizable bond premium attributable to each taxable year he holds such Callable Premium Bond. The amount of the amortizable bond premium attributable to each taxable year is determined on an actuarial basis at a constant interest rate compounded on each interest payment date. The amortizable bond premium attributable to a taxable year is not deductible for federal income tax purposes. Holders ofthe Series 2001 Bonds maturing in years through should consult their own tax advisors with respect to the precise determination for federal income tax purposes of the treatment of bond premium upon sale,redemption,or other disposition of such Series 2001 Bonds. 32 I ` 1 f Florida Tax Matters Onthe date ofdeliveryofthe Series 2001 Bonds, Bond Counsel will issue anopinionto the effect that under existing statutes, regulations and judicial decisions, the Series 2001 Bonds and the income therefrom are exempt from taxation under the laws ofthe State of Florida,except as to Florida estate taxes imposed by Chapter 198,Florida Statutes,as amended,and net income and franchise taxes imposed by Chapter 220,Florida Statutes, as amended. UNDERWRITING The Series 2001 Bonds are being purchased by William R Hough& Co. and Hanifen, Imhoff, Inc. (the "Underwriters"), subject to certain terms and conditions set forth in a bond purchase agreement between the County and the Underwriters,including the approval of certain legal matters by Bond Counsel and the existence of no material change in the affairs of the County from those set forth in this Official Statement. The aggregate purchase price payable by the Underwriters is$ [(which includes Original Issue Discount of$ ,Original Issue Premium of$ )and Underwriters'Discount of$ )plus accrued interest on the Series 2001 Bonds from August 1, 2001 to the date of delivery of the Series 2001 Bonds. The Series 2001 Bonds are offered for sale to the public at the price set forth on the cover page of this Official Statement. The Series 2001 Bonds may be offered and sold to certain dealers at prices lower than such offering prices,and suchpublic offering prices maybe changed,fromtime to time,by the Underwriters. ADVISORS AND CONSULTANTS The County has retained advisors and consultants in connection with the issuance of the Series 2001 Bonds. These advisors and consultants are compensated from a portion of the proceeds of the Series 2001 Bonds, and such compensation, is, in some instances, contingent upon the issuance of the Bonds and the receipt of the proceeds thereof. Financial Advisor. The County has retained Fishkind&Associates,Inc.,Orlando,Florida,as financial advisor (the "Financial Advisor") in connection with the preparation of the County's plan of financing and with respect to the authorization and issuance of the Series 2001 Bonds. The fees of the Financial Advisor will be paid from proceeds of the Series 2001 Bonds, and such payment is contingent upon the issuance of the Series 2001 Bonds. 33 ` a Bond Counsel. Bryant. Miller and Olive, P.A., Tallahassee, Florida represents the County as Bond Counsel. The fees of Bond Counsel will be paid from proceeds of the Series 2001 Bonds,and such payment is contingent upon the issuance of the Series 2001 Bonds. Disclosure Counsel. Nabors,Giblin&Nickerson,P.A.,Tampa,Florida represents the County as Disclosure Counsel. The fees of Disclosure Counsel will be paid from proceeds of the Series 2001 Bonds,and such payment is contingent upon the issuance of the Series 2001 Bonds. CONTINUING DISCLOSURE The Countyhas covenanted for the benefit ofthe holders and beneficial owners ofthe Series 2001 Bonds to provide certain financial information and operating data relating to the County by not later than April 30 in each year commencing April 30,2002(the "Annual Report"), and to provide notices of the occurrence of certain enumerated events,if deemed by the County to be material. The Annual Report will be filed by the County with each Nationally Recognized Municipal Securities Information Repository ("NRMSIR"),and withthe State ofFlorida Repository,if and when created. The notices of material events will be filed by the County with the NRMSIR and with the State of Florida Repository, if and when created. The form of Continuing Disclosure Certificate containing the specific nature of the information to be contained in the Annual Report or the notices of material events appears in "APPENDIX E-FORM OF CONTINUING DISCLOSURE CERTIFICATE." These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). The County has never failed to comply in all material respects with any previous undertakings with regard to said Rule to provide annual reports or notices of material events. NIISCELLANEOUS All informationcontained herein has been provided by the County,except where attributed to other sources. The references,excerpts, and summaries of all documents referred to herein do not purport to be complete statements of the provisions of such documents, and reference should be made to all such documents for full and complete statements of all matters of fact relating to the Series 2001 Bonds, the security for the payment of the Series 2001 Bonds,and the rights and obligations of the holders thereof. Copies of such documents may be obtained from Indian River County,Florida, 1840 25th Street, Vero Beach,Florida 32960,Attention: Joseph A.J.Baird,during the period of the initial offering of the Series 2001 Bonds. [Remainder of page intentionally left blank] 34 I ` 1 f Florida Tax Matters Onthe date ofdeliveryofthe Series 2001 Bonds, Bond Counsel will issue anopinionto the effect that under existing statutes, regulations and judicial decisions, the Series 2001 Bonds and the income therefrom are exempt from taxation under the laws ofthe State of Florida,except as to Florida estate taxes imposed by Chapter 198,Florida Statutes,as amended,and net income and franchise taxes imposed by Chapter 220,Florida Statutes, as amended. UNDERWRITING The Series 2001 Bonds are being purchased by William R Hough& Co. and Hanifen, Imhoff, Inc. (the "Underwriters"), subject to certain terms and conditions set forth in a bond purchase agreement between the County and the Underwriters,including the approval of certain legal matters by Bond Counsel and the existence of no material change in the affairs of the County from those set forth in this Official Statement. The aggregate purchase price payable by the Underwriters is$ [(which includes Original Issue Discount of$ ,Original Issue Premium of$ )and Underwriters'Discount of$ )plus accrued interest on the Series 2001 Bonds from August 1, 2001 to the date of delivery of the Series 2001 Bonds. The Series 2001 Bonds are offered for sale to the public at the price set forth on the cover page of this Official Statement. The Series 2001 Bonds may be offered and sold to certain dealers at prices lower than such offering prices,and suchpublic offering prices maybe changed,fromtime to time,by the Underwriters. ADVISORS AND CONSULTANTS The County has retained advisors and consultants in connection with the issuance of the Series 2001 Bonds. These advisors and consultants are compensated from a portion of the proceeds of the Series 2001 Bonds, and such compensation, is, in some instances, contingent upon the issuance of the Bonds and the receipt of the proceeds thereof. Financial Advisor. The County has retained Fishkind&Associates,Inc.,Orlando,Florida,as financial advisor (the "Financial Advisor") in connection with the preparation of the County's plan of financing and with respect to the authorization and issuance of the Series 2001 Bonds. The fees of the Financial Advisor will be paid from proceeds of the Series 2001 Bonds, and such payment is contingent upon the issuance of the Series 2001 Bonds. 33 ` a Bond Counsel. Bryant. Miller and Olive, P.A., Tallahassee, Florida represents the County as Bond Counsel. The fees of Bond Counsel will be paid from proceeds of the Series 2001 Bonds,and such payment is contingent upon the issuance of the Series 2001 Bonds. Disclosure Counsel. Nabors,Giblin&Nickerson,P.A.,Tampa,Florida represents the County as Disclosure Counsel. The fees of Disclosure Counsel will be paid from proceeds of the Series 2001 Bonds,and such payment is contingent upon the issuance of the Series 2001 Bonds. CONTINUING DISCLOSURE The Countyhas covenanted for the benefit ofthe holders and beneficial owners ofthe Series 2001 Bonds to provide certain financial information and operating data relating to the County by not later than April 30 in each year commencing April 30,2002(the "Annual Report"), and to provide notices of the occurrence of certain enumerated events,if deemed by the County to be material. The Annual Report will be filed by the County with each Nationally Recognized Municipal Securities Information Repository ("NRMSIR"),and withthe State ofFlorida Repository,if and when created. The notices of material events will be filed by the County with the NRMSIR and with the State of Florida Repository, if and when created. The form of Continuing Disclosure Certificate containing the specific nature of the information to be contained in the Annual Report or the notices of material events appears in "APPENDIX E-FORM OF CONTINUING DISCLOSURE CERTIFICATE." These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). The County has never failed to comply in all material respects with any previous undertakings with regard to said Rule to provide annual reports or notices of material events. NIISCELLANEOUS All informationcontained herein has been provided by the County,except where attributed to other sources. The references,excerpts, and summaries of all documents referred to herein do not purport to be complete statements of the provisions of such documents, and reference should be made to all such documents for full and complete statements of all matters of fact relating to the Series 2001 Bonds, the security for the payment of the Series 2001 Bonds,and the rights and obligations of the holders thereof. Copies of such documents may be obtained from Indian River County,Florida, 1840 25th Street, Vero Beach,Florida 32960,Attention: Joseph A.J.Baird,during the period of the initial offering of the Series 2001 Bonds. [Remainder of page intentionally left blank] 34 AUTHORIZATION OF OFFICIAL STATEMENT The delivery of this Official Statement has been duly authorized by the Board of County Commissioners of the County. At the time of delivery of the Series 2001 Bonds, the Chairman of the Board of County Commissioners and the County Administrator,acting on behalf ofthe County,will famish a certificate to the effect that nothing has come to their attention which would lead them to believe that the Official Statement, as of its date and as of the delivery of the Series 2001 Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein,in the light of the circumstances under which they were made,not misleading. INDIAN RIVER COUNTY,FLORIDA Caroline D. Ginn, Chair Board of County Commissioners James E. Chandler County Administrator 35 APPENDIX A GENERAL INFORMATION REGARDING THE COUNTY AUTHORIZATION OF OFFICIAL STATEMENT The delivery of this Official Statement has been duly authorized by the Board of County Commissioners of the County. At the time of delivery of the Series 2001 Bonds, the Chairman of the Board of County Commissioners and the County Administrator,acting on behalf ofthe County,will famish a certificate to the effect that nothing has come to their attention which would lead them to believe that the Official Statement, as of its date and as of the delivery of the Series 2001 Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein,in the light of the circumstances under which they were made,not misleading. INDIAN RIVER COUNTY,FLORIDA Caroline D. Ginn, Chair Board of County Commissioners James E. Chandler County Administrator 35 APPENDIX A GENERAL INFORMATION REGARDING THE COUNTY , a INDIAN RIVER COUNTY, FLORIDA General Indian River County was established on June 29, 1925 by an act of the Florida Legislature, separating it from St.Lucie County. The County encompasses approximately 497 square miles of land and is located in the central region of Florida on the eastern coast. In relation to other areas,Indian River is approximately 135 miles north of Miami, 190 miles south of Jacksonville, and 135 miles east of St. Petersburg. Brevard County borders the County on the north, St. Lucie is located directly south, and Osceola and Okeechobee are found on the west boundary. Bordering the County on the east is the Atlantic Ocean. The City of Vero Beach is the seat of County government, as well as the largest municipality in the County. Other incorporated cities located within the County are Sebastian,Indian River Shores, Fellsmere,and the Town of Orchid in descending order of population. There are approximately 100 miles of waterfront land in the County,including 23 miles of Atlantic ocean beaches. INDIAN RIVER COUNTY GOVERNMENT Indian River County is governed by a five member Board of County Commissioners (the "Commission"). Each member represents one of five districts,elected at large(Countywide)for staggered terms of four years. The Commission elects the Chairman and the Vice-Chairman. A County Administrator is appointed by the Board and is responsible for implementing the policies set forth by the Commission. The Administrator is charged with the fiscal control of the resources of the County as well. Shown below is a listing of the Commissioners by district and the expiration of their respective term: District Commissioner Term Expires District I Fran B.Adams November 2004 District II Ruth M. Stanbridge-Vice Chair November 2002 District III Kenneth R. Mach November 2004 District IV John W.Tippin November 2002 District V Caroline D. Ginn—Chair November 2004 Indian River County,on a whole,has a number of taxing authorities that can set ad valorem millage rates for various purposes. These consist of county, school, municipality, water management and independent authorities. However, as used throughout this document,Indian River County shall refer to only those county responsibilities under the Board of County Commissioners. Other elected officials,Constitutional Officers serving county-wide are a Property Appraiser,Tax Collector, Supervisor ofElections,Sheriff and Clerk of the Circuit Court who also serves as the Clerk to the Board of County Commissioners. A-1 Property Tax Levies and Collections Fiscal Total Percent of Delinquent Total Percent of Total Year Tax Current Levy Tax Tax Collections nded Lew Tax Collections Collecte CollectCollections Collections To Lew 1982 $ 9,129,460 $ 8,704,138 95.34 $ 184,000 $ 8,888,138 97.36 1983 9,276,416 8,956,111 96.55 10,511 8,966,622 96.66 1984 12,926,975 12,412,543 96.02 9,258 12,421,801 96.09 1985 15,186,814 14,423,407 94.97 26,216 14,449,623 95.15 1986 17,709,388 16,970,965 95.83 42,828 17,013,793 96.07 1987 22,292,164 21,146,969 94.86 27,719 21,174,688 94.99 1988 27,551,218 27,041,829 98.15 277,384 27,319,213 99.16 1989 28,110,296 26,916,117 95.75 93,088 27,009,205 96.08 1990 32,890,687 31,471,607 95.69 77,376 31,548,983 95.92 1991 34,559,500 33,265,772 96.26 245,389 33,511,161 96.97 1992 36,316,457 34,977,492 96.31 102,452 35,079,944 96.60 1993 37,683,977 36,337,153 96.43 87,830 36,424,983 96.66 1994 39,304,957 37,518,799 95.46 169,530 37,388,329 95.89 1995 37,475,209 35,835,361 95.62 667,860 36,503,221 97.41 1996 42,507,452 40,907,378 96.24 15,228 40,922,606 96.27 1997 43,767,639 42,474,085 97.04 93,054 42,567,139 97.26 1998 45,087,396 43,498,326 96.48 65,517 43,563,843 96.62 1999 47,178,979 44,985,116 95.35 132,335 45,117,451 95.63 2000 50,599,662 48,936,993 96.72 108,698 49,045,691 96.93 All taxes are due and payable on November 1 st of each year or as soon thereafter as the assessment roll is certified and delivered to the Tax Collector. All unpaid taxes become delinquent on April 1 following the year in which they are assessed. Discounts are allowed for each payment at the rate of4% in the month ofNovember,3%in December,2%in January and 1%in February. The taxes paid in March receive no discount. Delinquent taxes on real property bear interest of 18%per year. On or prior to June 1 following the tax year,certificates are sold for all delinquent taxes on real property. After sale,tax certificates bear interest of 18% per year or at any lower rate bid by the buyer. Application for a tax deed on any unredeemed tax certificates may be made by the certificate holder after a period of two years. Unsold certificates are held by the County. A-2 , a INDIAN RIVER COUNTY, FLORIDA General Indian River County was established on June 29, 1925 by an act of the Florida Legislature, separating it from St.Lucie County. The County encompasses approximately 497 square miles of land and is located in the central region of Florida on the eastern coast. In relation to other areas,Indian River is approximately 135 miles north of Miami, 190 miles south of Jacksonville, and 135 miles east of St. Petersburg. Brevard County borders the County on the north, St. Lucie is located directly south, and Osceola and Okeechobee are found on the west boundary. Bordering the County on the east is the Atlantic Ocean. The City of Vero Beach is the seat of County government, as well as the largest municipality in the County. Other incorporated cities located within the County are Sebastian,Indian River Shores, Fellsmere,and the Town of Orchid in descending order of population. There are approximately 100 miles of waterfront land in the County,including 23 miles of Atlantic ocean beaches. INDIAN RIVER COUNTY GOVERNMENT Indian River County is governed by a five member Board of County Commissioners (the "Commission"). Each member represents one of five districts,elected at large(Countywide)for staggered terms of four years. The Commission elects the Chairman and the Vice-Chairman. A County Administrator is appointed by the Board and is responsible for implementing the policies set forth by the Commission. The Administrator is charged with the fiscal control of the resources of the County as well. Shown below is a listing of the Commissioners by district and the expiration of their respective term: District Commissioner Term Expires District I Fran B.Adams November 2004 District II Ruth M. Stanbridge-Vice Chair November 2002 District III Kenneth R. Mach November 2004 District IV John W.Tippin November 2002 District V Caroline D. Ginn—Chair November 2004 Indian River County,on a whole,has a number of taxing authorities that can set ad valorem millage rates for various purposes. These consist of county, school, municipality, water management and independent authorities. However, as used throughout this document,Indian River County shall refer to only those county responsibilities under the Board of County Commissioners. Other elected officials,Constitutional Officers serving county-wide are a Property Appraiser,Tax Collector, Supervisor ofElections,Sheriff and Clerk of the Circuit Court who also serves as the Clerk to the Board of County Commissioners. A-1 Property Tax Levies and Collections Fiscal Total Percent of Delinquent Total Percent of Total Year Tax Current Levy Tax Tax Collections nded Lew Tax Collections Collecte CollectCollections Collections To Lew 1982 $ 9,129,460 $ 8,704,138 95.34 $ 184,000 $ 8,888,138 97.36 1983 9,276,416 8,956,111 96.55 10,511 8,966,622 96.66 1984 12,926,975 12,412,543 96.02 9,258 12,421,801 96.09 1985 15,186,814 14,423,407 94.97 26,216 14,449,623 95.15 1986 17,709,388 16,970,965 95.83 42,828 17,013,793 96.07 1987 22,292,164 21,146,969 94.86 27,719 21,174,688 94.99 1988 27,551,218 27,041,829 98.15 277,384 27,319,213 99.16 1989 28,110,296 26,916,117 95.75 93,088 27,009,205 96.08 1990 32,890,687 31,471,607 95.69 77,376 31,548,983 95.92 1991 34,559,500 33,265,772 96.26 245,389 33,511,161 96.97 1992 36,316,457 34,977,492 96.31 102,452 35,079,944 96.60 1993 37,683,977 36,337,153 96.43 87,830 36,424,983 96.66 1994 39,304,957 37,518,799 95.46 169,530 37,388,329 95.89 1995 37,475,209 35,835,361 95.62 667,860 36,503,221 97.41 1996 42,507,452 40,907,378 96.24 15,228 40,922,606 96.27 1997 43,767,639 42,474,085 97.04 93,054 42,567,139 97.26 1998 45,087,396 43,498,326 96.48 65,517 43,563,843 96.62 1999 47,178,979 44,985,116 95.35 132,335 45,117,451 95.63 2000 50,599,662 48,936,993 96.72 108,698 49,045,691 96.93 All taxes are due and payable on November 1 st of each year or as soon thereafter as the assessment roll is certified and delivered to the Tax Collector. All unpaid taxes become delinquent on April 1 following the year in which they are assessed. Discounts are allowed for each payment at the rate of4% in the month ofNovember,3%in December,2%in January and 1%in February. The taxes paid in March receive no discount. Delinquent taxes on real property bear interest of 18%per year. On or prior to June 1 following the tax year,certificates are sold for all delinquent taxes on real property. After sale,tax certificates bear interest of 18% per year or at any lower rate bid by the buyer. Application for a tax deed on any unredeemed tax certificates may be made by the certificate holder after a period of two years. Unsold certificates are held by the County. A-2 Delinquent taxes on personal property bear interest of 18%per year until the tax is satisfied either by seizure and sale of the property or by the five (5) year statute of limitations. The County does not accrue its portion of the County-held certificates due to the immaterial amount. Just and Taxable Value of Taxable Property Real Personal Percent of Total Fiscal Property Property Total Total Taxable Value Year Just Just Just Taxable To Total Ended Value Value Value Value(1) Just Value 1985 $3,534,024,949 $187,757,610 $3,721,782,559 $2,782,024,956 74.7 1986 3,781,716,839 229,364,177 4,011,081,016 3,057,601,749 76.2 1987 3,974,458,157 259,733,289 4,234,191,446 3,271,625,422 77.3 1989 4,570,700,250 303,141,158 4,873,841,408 3,777,175,761 77.5 1990 4,954,816,716 321,397,153 5,276,213,869 4,154,746,949 78.7 1991 5,353,680,640 347,990,177 5,701,670,817 4,532,646,792 79.5 1992 6,200,439,440 362,973,529 6,563,412,969 5,020,813,654 76.5 1993 6,385,346,500 364,537,718 6,749,884,218 5,160,114,845 76.4 1994 6,703,739,975 372,223,746 7,075,963,721 5,406,245,871 76.4 1995 7,011,412,975 430,527,594 7,441,940,569 5,464,325,993 73.4 1996 7,305,049,473 530,825,131 7,835,874,604 5,718,915,081 73.0 1997 7,589,071,741 554,667,039 8,143,738,780 5,940,864,817 73.0 1998 7,807,203,863 662,046,910 8,429,250,773 6,159,944,874 73.1 1999 8,080,247,333 652,698,708 8,732,946,041 6,420,215,433 73.5 2000 8,671,573,086 764,851,686 9,436,424,772 6,995,948,262 74.1 Source: (')Indian River County Property Appraiser. Note: Values are established as of January 1 of the previous calendar year, i.e., January 1, 1999 taxable value apply to the fiscal year ending 2000. A-3 Property Tax Rates-Direct and All Overlapping Governments Per $1,000 Assessed Value County-Wide Independent Taxing District Taxing District Fiscal Year School (2) Total (3) (2) Ended County and Other Countywide itie Other 1983 3.46325 6.24700 0.90480 10.61505 3.10724 2.11452 1984 4.07264 6.67120 1.95895 12.70279 3.42355 2.34516 1985 4.46514 6.71380 1.94202 13.12096 3.49458 3.34028 1986 4.72025 6.92780 1.77208 13.42013 3.95872 2.56083 1987 6.15344 6.92340 1.88558 14.96242 5.36896 2.56025 1988 7.21730 7.35880 2.17036 16.74646 5.55240 3.11748 1989 7.03750 7.59160 1.68019 16.30929 5.68680 3.08220 1990 7.14860 8.07040 2.00877 17.22777 6.08563 3.00720 1991 6.77230 8.32080 2.16825 17.26135 6.04394 3.01990 1992 6.15160 9.36170 1.91520 17.42850 4.82256 4.00770 1993 5.65490 9.56260 2.72080 17.93830 4.58254 1.63707 1994 5.77090 9.84460 2.58730 18.20280 4.61054 2.01939 1995 5.95235 10.19830 2.26023 18.41088 4.29846 2.71708 1996 5.92350 10.34800 2.74083 19.01233 4.40633 2.00503 1997 5.92330 10.31900 2.64544 18.87740 3.84790 1.70220 1998 5.80800 10.14000 2.49690 18.8449 3.78756 1.51850 1999 5.73690 10.15000 2.59470 18.4816 3.68094 1.73635 2000 5.54870 9.61400 2.69490 17.85760 3.29626 1.52091 Per Florida State Statute 200.071,no ad valorem taxmillage shall be levied against real property and tangible personal property by counties in excess of 10 mils,except for voted levies. (2) Composite tax rate. A-4 Delinquent taxes on personal property bear interest of 18%per year until the tax is satisfied either by seizure and sale of the property or by the five (5) year statute of limitations. The County does not accrue its portion of the County-held certificates due to the immaterial amount. Just and Taxable Value of Taxable Property Real Personal Percent of Total Fiscal Property Property Total Total Taxable Value Year Just Just Just Taxable To Total Ended Value Value Value Value(1) Just Value 1985 $3,534,024,949 $187,757,610 $3,721,782,559 $2,782,024,956 74.7 1986 3,781,716,839 229,364,177 4,011,081,016 3,057,601,749 76.2 1987 3,974,458,157 259,733,289 4,234,191,446 3,271,625,422 77.3 1989 4,570,700,250 303,141,158 4,873,841,408 3,777,175,761 77.5 1990 4,954,816,716 321,397,153 5,276,213,869 4,154,746,949 78.7 1991 5,353,680,640 347,990,177 5,701,670,817 4,532,646,792 79.5 1992 6,200,439,440 362,973,529 6,563,412,969 5,020,813,654 76.5 1993 6,385,346,500 364,537,718 6,749,884,218 5,160,114,845 76.4 1994 6,703,739,975 372,223,746 7,075,963,721 5,406,245,871 76.4 1995 7,011,412,975 430,527,594 7,441,940,569 5,464,325,993 73.4 1996 7,305,049,473 530,825,131 7,835,874,604 5,718,915,081 73.0 1997 7,589,071,741 554,667,039 8,143,738,780 5,940,864,817 73.0 1998 7,807,203,863 662,046,910 8,429,250,773 6,159,944,874 73.1 1999 8,080,247,333 652,698,708 8,732,946,041 6,420,215,433 73.5 2000 8,671,573,086 764,851,686 9,436,424,772 6,995,948,262 74.1 Source: (')Indian River County Property Appraiser. Note: Values are established as of January 1 of the previous calendar year, i.e., January 1, 1999 taxable value apply to the fiscal year ending 2000. A-3 Property Tax Rates-Direct and All Overlapping Governments Per $1,000 Assessed Value County-Wide Independent Taxing District Taxing District Fiscal Year School (2) Total (3) (2) Ended County and Other Countywide itie Other 1983 3.46325 6.24700 0.90480 10.61505 3.10724 2.11452 1984 4.07264 6.67120 1.95895 12.70279 3.42355 2.34516 1985 4.46514 6.71380 1.94202 13.12096 3.49458 3.34028 1986 4.72025 6.92780 1.77208 13.42013 3.95872 2.56083 1987 6.15344 6.92340 1.88558 14.96242 5.36896 2.56025 1988 7.21730 7.35880 2.17036 16.74646 5.55240 3.11748 1989 7.03750 7.59160 1.68019 16.30929 5.68680 3.08220 1990 7.14860 8.07040 2.00877 17.22777 6.08563 3.00720 1991 6.77230 8.32080 2.16825 17.26135 6.04394 3.01990 1992 6.15160 9.36170 1.91520 17.42850 4.82256 4.00770 1993 5.65490 9.56260 2.72080 17.93830 4.58254 1.63707 1994 5.77090 9.84460 2.58730 18.20280 4.61054 2.01939 1995 5.95235 10.19830 2.26023 18.41088 4.29846 2.71708 1996 5.92350 10.34800 2.74083 19.01233 4.40633 2.00503 1997 5.92330 10.31900 2.64544 18.87740 3.84790 1.70220 1998 5.80800 10.14000 2.49690 18.8449 3.78756 1.51850 1999 5.73690 10.15000 2.59470 18.4816 3.68094 1.73635 2000 5.54870 9.61400 2.69490 17.85760 3.29626 1.52091 Per Florida State Statute 200.071,no ad valorem taxmillage shall be levied against real property and tangible personal property by counties in excess of 10 mils,except for voted levies. (2) Composite tax rate. A-4 c3� Average tax rate. A-5 Ratio of Net General Bonded Debt to Taxable Value and Net Bonded Debt Per Capita Ratio of Net Net Bonded Bonded Gross Debt Debt to Debt Per Fiscal General Service Net �Z� Assessed Capita Year Obligation Monies Bonded Taxable Value Ended Bonded Debt Available Debt Population Value 1989 $5,900,000 $ 0 $5,900,000 86,800 $3,777,175,761 0.0016 67.97 1990 4,865,000 245,515 4,619,485 90,208 4,154,746,949 0.0011 51.21 1991 3,760,000 426,794 3,333,206 92,429 4,532,646,792 0.0007 36.06 1992 2,585,000 595,997 1,989,003 94,091 5,020,813,654 0.0004 21.14 1993 1,335,000 703,750 631,250 95,641 5,160,114,845 0.0001 6.60 1994 0 0 0 97,415 5,406,245,871 0.0000 0.00 1995 15,000,000 0 15,000,000 100,261 5,464,325,993 0.0027 149.61 1996 14,280,000 368,731 13,911,269 102,211 5,718,915,081 0.0024 136.10 1997 13,535,000 661,037 12,873,963 104,605 5,940,864,817 0.0022 123.07 1998 12,755,000 885,904 11,869,096 106,675 6,159,944,874 0.0019 111.26 1999 11,945,000 1,072,959 10,872,041 109,579 6,420,215,433 0.0017 99.22 2000 11,100,000 1,367,730 9,232,270 111,841 6,995,948,262 0.0014 87.02 Source: ("U.S.Census and Bureau of Business and Economic Research,University of Florida (21 Indian River County Property Appraiser COMPUTATION OF DIRECT AND OVERLAPPING DEBT Percentage Amount Applicable to Applicable to Net Indian River Indian River Debt County County Jurisdiction Outstanding Residents Residents Indian River General Obligation Bonds, Series1995 $9,732,270 100% $9,732,270 Indian River County School Board(') $49,745,919 100% $49,745,919 A-6 c3� Average tax rate. A-5 Ratio of Net General Bonded Debt to Taxable Value and Net Bonded Debt Per Capita Ratio of Net Net Bonded Bonded Gross Debt Debt to Debt Per Fiscal General Service Net �Z� Assessed Capita Year Obligation Monies Bonded Taxable Value Ended Bonded Debt Available Debt Population Value 1989 $5,900,000 $ 0 $5,900,000 86,800 $3,777,175,761 0.0016 67.97 1990 4,865,000 245,515 4,619,485 90,208 4,154,746,949 0.0011 51.21 1991 3,760,000 426,794 3,333,206 92,429 4,532,646,792 0.0007 36.06 1992 2,585,000 595,997 1,989,003 94,091 5,020,813,654 0.0004 21.14 1993 1,335,000 703,750 631,250 95,641 5,160,114,845 0.0001 6.60 1994 0 0 0 97,415 5,406,245,871 0.0000 0.00 1995 15,000,000 0 15,000,000 100,261 5,464,325,993 0.0027 149.61 1996 14,280,000 368,731 13,911,269 102,211 5,718,915,081 0.0024 136.10 1997 13,535,000 661,037 12,873,963 104,605 5,940,864,817 0.0022 123.07 1998 12,755,000 885,904 11,869,096 106,675 6,159,944,874 0.0019 111.26 1999 11,945,000 1,072,959 10,872,041 109,579 6,420,215,433 0.0017 99.22 2000 11,100,000 1,367,730 9,232,270 111,841 6,995,948,262 0.0014 87.02 Source: ("U.S.Census and Bureau of Business and Economic Research,University of Florida (21 Indian River County Property Appraiser COMPUTATION OF DIRECT AND OVERLAPPING DEBT Percentage Amount Applicable to Applicable to Net Indian River Indian River Debt County County Jurisdiction Outstanding Residents Residents Indian River General Obligation Bonds, Series1995 $9,732,270 100% $9,732,270 Indian River County School Board(') $49,745,919 100% $49,745,919 A-6 s Sources: (')Indian River County School Board as of June 30, 2000. Ratio of Annual Debt Service Expenditures for General Bonded Debt to Total General Governmental Expenditures Fiscal Total Ratio of Debt Year Total General Service to General Ended Principal Interest Debt Service Expenditures(') Expenditures 1981 $45,000 $8,075 $53,075 $15,478,845 0.003 1982 45,000 6,162 51,162 15,963,177 0.003 1983 50,000 3,188 53,188 25,076,324 0.002 1984 940,000 277,284 1,217,284 24,238,056 0.050 1985 940,000 256,380 1,196,380 27,964,825 0.043 1986 990,000 201,350 1,191,350 37,513,067 0.032 1987 1,055,000 140,451 1,195,451 46,757,296 0.043 1988 1,125,000 73,952 1,198,952 42,545,657 0.028 1989 00 0 0 47,314,363 0.000 1990 1,035,000 329,050 1,364,050 68,852,282 0.020 1991 1,105,000 295,653 1,400,653 69,362,905 0.020 1992 1,175,000 229,353 1,404,353 70,758,332 0.020 1993 1,250,000 158,353 1,408,353 76,048,057 0.019 1994 1,335,000 250,155 1,585,155 77,587,773 0.020 1995 0 0 0 71,207,503 N/A 1996 720,000 687,228 1,407,228 76,561,004 0.018 1997 745,000 662,028 1,407,028 94,321,079 0.015 1998 780,000 634,090 1,414,090 88,423,334 0.016 1999 810,000 602,890 1,412,890 93,403,557 0.015 2000 845,000 569,680 1,414,680 101,876,515 0.014 (')Includes General, Special Revenue,Debt Service and Capital Project Funds. A-7 Note: The Constitution of the State ofFlorida,F.S.200.181,and Indian River County do not set a legal debt margin. Property Value,Construction and Bank Deposits Fiscal Real Commercial Year Property Bank Ended Value(' Construction(5) Deposits 1987 $3,974,458,157 $233,728,977 $ 717,749,000 1988 4,387,121,880 179,395,725 789,834,000(2) 1989 4,570,700,250 210,307,265 888,414,000(3) 1990 4,954,816,716 184,543,191 978,697,000(4) 1991 5,353,680,640 133,854,878 1,050,389,000(4) 1992 6,200,439,440 121,059,451 1,227,968,000(4) 1993 6,385,346,500 145,627,209 1,212,103,000(2) 1994 6,703,739,975 202,217,559 1,237,817,000(2) 1995 7,011,412,975 164,676,298 1,268,658,000(4) 1996 7,305,049,473 240,383,102 1,422,161,000(4) 1997 7,589,071,741 230,265,581 1,408,200,000(2) 1998 7,807,203,863 270,410,847 1,534,116,000(6) 1999 8,080,247,333 301,294,691 1,796,439,000(6) 2000 8,671,573,086 399,651,994 1,830,751,000(6) Source: Indian River County Property Appraiser. (2)As of September 30. Source: Florida Bankers Association. (3)As of September 30. Source: State of Florida,Division of Banking. (4)As of June 30. Source: State of Florida,Division of Banking. cs) Source: Building Departments—Indian River County,Town of Orchid,Town of Indian River Shores and City of Sebastian. (6)As of June 30. Source: FDIC intemet website at http://www.fdic.gov. A-8 s Sources: (')Indian River County School Board as of June 30, 2000. Ratio of Annual Debt Service Expenditures for General Bonded Debt to Total General Governmental Expenditures Fiscal Total Ratio of Debt Year Total General Service to General Ended Principal Interest Debt Service Expenditures(') Expenditures 1981 $45,000 $8,075 $53,075 $15,478,845 0.003 1982 45,000 6,162 51,162 15,963,177 0.003 1983 50,000 3,188 53,188 25,076,324 0.002 1984 940,000 277,284 1,217,284 24,238,056 0.050 1985 940,000 256,380 1,196,380 27,964,825 0.043 1986 990,000 201,350 1,191,350 37,513,067 0.032 1987 1,055,000 140,451 1,195,451 46,757,296 0.043 1988 1,125,000 73,952 1,198,952 42,545,657 0.028 1989 00 0 0 47,314,363 0.000 1990 1,035,000 329,050 1,364,050 68,852,282 0.020 1991 1,105,000 295,653 1,400,653 69,362,905 0.020 1992 1,175,000 229,353 1,404,353 70,758,332 0.020 1993 1,250,000 158,353 1,408,353 76,048,057 0.019 1994 1,335,000 250,155 1,585,155 77,587,773 0.020 1995 0 0 0 71,207,503 N/A 1996 720,000 687,228 1,407,228 76,561,004 0.018 1997 745,000 662,028 1,407,028 94,321,079 0.015 1998 780,000 634,090 1,414,090 88,423,334 0.016 1999 810,000 602,890 1,412,890 93,403,557 0.015 2000 845,000 569,680 1,414,680 101,876,515 0.014 (')Includes General, Special Revenue,Debt Service and Capital Project Funds. A-7 Note: The Constitution of the State ofFlorida,F.S.200.181,and Indian River County do not set a legal debt margin. Property Value,Construction and Bank Deposits Fiscal Real Commercial Year Property Bank Ended Value(' Construction(5) Deposits 1987 $3,974,458,157 $233,728,977 $ 717,749,000 1988 4,387,121,880 179,395,725 789,834,000(2) 1989 4,570,700,250 210,307,265 888,414,000(3) 1990 4,954,816,716 184,543,191 978,697,000(4) 1991 5,353,680,640 133,854,878 1,050,389,000(4) 1992 6,200,439,440 121,059,451 1,227,968,000(4) 1993 6,385,346,500 145,627,209 1,212,103,000(2) 1994 6,703,739,975 202,217,559 1,237,817,000(2) 1995 7,011,412,975 164,676,298 1,268,658,000(4) 1996 7,305,049,473 240,383,102 1,422,161,000(4) 1997 7,589,071,741 230,265,581 1,408,200,000(2) 1998 7,807,203,863 270,410,847 1,534,116,000(6) 1999 8,080,247,333 301,294,691 1,796,439,000(6) 2000 8,671,573,086 399,651,994 1,830,751,000(6) Source: Indian River County Property Appraiser. (2)As of September 30. Source: Florida Bankers Association. (3)As of September 30. Source: State of Florida,Division of Banking. (4)As of June 30. Source: State of Florida,Division of Banking. cs) Source: Building Departments—Indian River County,Town of Orchid,Town of Indian River Shores and City of Sebastian. (6)As of June 30. Source: FDIC intemet website at http://www.fdic.gov. A-8 Principal Taxpayers of Indian River County Percent of 2000 Total Taxable Taxpayer Type of Business Taxable Value Value(') BellSouth Telecommunications Telephone Utility $65,604,050 0.88% Disney Vacation Development,Inc. Resort 60,956,467 0.82 Florida Power&Light Electric Utility 55,173,814 0.74 I.R. Mall Association Ltd. Regional Shopping Center 52,143,226 0.70 Windsor Properties Land Development 33,451,528 0.45 The New Piper Aircraft Aircraft Manufacturer 29,813,775 0.40 Horizon Outlet Center Ltd. Regional Shopping Center 28,497,070 0.38 Fellsmere Joint Venture Agricultural 26,479,300 0.36 Wal-Mart Stores Inc. Retail 26,333,274 0.35 AT&T(As Nominee) Telephone Utility 25,828,988 0.35 Total $404,281,492 5.43 Total taxable value $7,444,891,523 Source: Indian River County Property Appraiser Note: Values are established as of January 1 of the previous year, i.e.,January 1, 1999,taxable values apply to the fiscal year ending 2000. A-9 EXHIBIT C CONTINUING DISCLOSURE CERTIFICATE Principal Taxpayers of Indian River County Percent of 2000 Total Taxable Taxpayer Type of Business Taxable Value Value(') BellSouth Telecommunications Telephone Utility $65,604,050 0.88% Disney Vacation Development,Inc. Resort 60,956,467 0.82 Florida Power&Light Electric Utility 55,173,814 0.74 I.R. Mall Association Ltd. Regional Shopping Center 52,143,226 0.70 Windsor Properties Land Development 33,451,528 0.45 The New Piper Aircraft Aircraft Manufacturer 29,813,775 0.40 Horizon Outlet Center Ltd. Regional Shopping Center 28,497,070 0.38 Fellsmere Joint Venture Agricultural 26,479,300 0.36 Wal-Mart Stores Inc. Retail 26,333,274 0.35 AT&T(As Nominee) Telephone Utility 25,828,988 0.35 Total $404,281,492 5.43 Total taxable value $7,444,891,523 Source: Indian River County Property Appraiser Note: Values are established as of January 1 of the previous year, i.e.,January 1, 1999,taxable values apply to the fiscal year ending 2000. A-9 EXHIBIT C CONTINUING DISCLOSURE CERTIFICATE