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HomeMy WebLinkAbout2006-067RESOLUTION NO. 2006- 067 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, SUPPLEMENTING AND AMENDING RESOLUTION NO. 2005-059 PROVIDING FOR THE SALE OF NOT TO EXCEED $50,000,000 LIMITED GENERAL OBLIGATION BONDS OF INDIAN RIVER COUNTY, FLORIDA; FIXING REDEMPTION PROVISIONS AND SERIES DESIGNATION FOR THE BONDS; SETTING FORTH THE FORM OF THE NOTICE OF BOND SALE AND SUMMARY NOTICE OF BOND SALE RELATING TO THE SALE OF SUCH BONDS; DIRECTING PUBLICATION OF THE SUMMARY NOTICE OF SALE RELATING TO SUCH BONDS; PRO- VIDING FOR THE OPENING OF BIDS RELATING TO THE SALE OF THE BONDS; SETTING FORTH THE OFFICIAL NOTICE OF SALE AND BID FORMS; PROVIDING THAT SUCH BONDS SHALL BE ISSUED IN FULL BOOK ENTRY FORM; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT; COVENANTING TO PROVIDE CONTINUING DISCLOSURE; AUTHORIZING THE SELECTION OF A REGISTRAR AND PAYING AGENT; AUTHORIZING MUNICIPAL BOND INSURANCE; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on May 17, 2005, the Board of County Commissioners of Indian River County, Florida (the "County" or the "Issuer.") adopted Resolution No. 2005-059, (the "Authorizing Resolution") to provide for the issuance of not to exceed $50,000,000 in aggregate principal amount of Indian River County General Obligation Bonds (the "Bonds") payable from the County's ad valorem taxes without limit on all taxable property in the County as provided in the Authorizing Resolution; provided, however, that the Bonds shall be structured in such a manner that at the time of issuance of any series thereof, the millage rate required to make the maximum annual payment of the principal of and interest on the Bonds shall not exceed 1/2 mil of the then assessed value of all lands situated in the County subject to ad valorem taxation; and WHEREAS, the Authorizing Resolution must be amended to correct the scope of the limitation on the County's ability to levy ad valorem taxes for the debt service on the Bonds; and WHEREAS, it is in the best interest of the County to provide for the current public sale of not to exceed $50,000,000 of such Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, as follows: SECTION 1. BOND AND SERIES DESIGNATION. The Bonds shall be designated the "Indian River County, Florida Limited General Obligation Bonds", and the series designation for the Bonds is hereby determined to be Series 2006 (and hereinafter are referred to as the "Series 2006 Bonds"). SECTION 2. APPLICATION OF PROVISIONS OF THE AUTHORIZING RESOLUTION. The Series 2006 Bonds, herein authorized, shall for all purposes (except as herein expressly provided) be considered to be issued under the authority of the Authorizing Resolution, and shall be entitled to all the protection and security provided therein for Bonds issued thereunder. SECTION 3. AMENDMENT TO SECTION 4 OF AUTHORIZING RESOLUTION. Section 4 of Resolution No. 2005-059 is hereby amended in its entirety to read as follows: SECTION 4. BONDS AUTHORIZED. For the purpose of financing the costs of the Projects (as set forth in the definitions thereof), there are hereby authorized to be issued and sold Indian River County, Florida, Limited General Obligation Bonds, in one or more series, in the aggregate principal amount of not to exceed $50,000,000 (hereinafter referred to as the "Bonds"). The Bonds and interest thereon shall be limited general obligations of the County for the payment of which the full faith and credit and taxing power of the County is hereby pledged. The Bonds shall be payable from ad valorem taxes levied on all taxable property in the County in an amount up to 1/2 mil. SECTION 4. PUBLIC SALE OF SERIES 2006 BONDS; REDEMPTION AND MATURITY PROVISIONS. There is hereby authorized to be sold pursuant to a public sale not to exceed $50,000,000 Indian River County, Florida, Limited General Obligation Bonds. The County Administrator or his designee, is hereby directed to arrange for the sale of the Series 2006 Bonds utilizing the electronic bid process of PARITY through the publication of the Summary Notice of Sale of the Bonds in a newspaper regularly distributed in Indian River County and in The Bond Buyer, such publications to be on such date as shall be deemed by the County Administrator or his designee, to be in the best interest of the Issuer and such publications to be not less than ten (10) calendar days prior to the date of sale as required by Section 218.385(1), Florida Statutes; and to publish such Notice in such other newspapers on such dates as may be deemed appropriate by the County Administrator or his designee. The Series 2006 Bonds shall be subject to optional redemption and shall mature on the dates as is set forth in the Notice of Bond Sale hereinafter approved. 2 Proposals for purchase of the Series 2006 Bonds will be received electronically via PARITY as provided in the Official Notice of Sale, from the time that the Notice of Bond Sale is published until 11:00 a.m., Eastern Daylight Savings Time, on such date and time as may be established by the County Administrator or his designee, and if such date is subject to change, communicated through Thompson Municipal Market Monitor (TM3) not less than twenty-four (24) hours prior to the time bids are to be received for the purchase of Indian River County, Florida, Limited General Obligation Bonds, Series 2006; provided that if the internet is not working on the designated bid date, the bid date shall be automatically changed to the next business day, and the County will communicate a confirmation of this change in bid date through Thompson Municipal Market Monitor (TM3), all as provided in the Notice of Sale (the "Bid Date"). SECTION 5. USE OF PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Series 2006 Bonds shall be applied simultaneously with the delivery of the Bonds to the purchaser thereof, as follows: (A) The accrued interest and capitalized interest, if any, shall be deposited in the Debt Service Fund created by the Authorizing Resolution and shall be used only for the purpose of paying interest coming due on the Series 2006 Bonds. (B) To the extent not reimbursed therefor by the original purchaser of the Series 2006 Bonds, the County shall pay all costs and expenses in connection with the preparation, sale, issuance and delivery of the Series 2006 Bonds. (C) The remainder of the proceeds of the sale of the Series 2006 Bonds shall be deposited in the "Indian River County Limited General Obligation Bonds, Project Acquisition Fund" (the "Acquisition Fund") created by the Authorizing Resolution, which shall be a trust fund for the benefit of the Owners of the Series 2006 Bonds, and used only for the costs of the Projects. The proceeds of the sale of the Series 2006 Bonds shall be and constitute trust funds for the purposes hereinabove provided and there is hereby created a lien upon such moneys, until so applied, in favor of the Owners of said Series 2006 Bonds. Moneys in the Acquisition Fund may from time to time be invested in Authorized Investments. SECTION 6. APPROVAL OF FORMS. The Notice of Bond Sale and Summary Notice of Sale of the Bonds to be submitted for purchase of the Series 2006 Bonds shall be in substantially the forms annexed hereto, as Exhibits A and B, respectively, together with such changes as shall be deemed necessary or desirable by the County Administrator or his designee, incorporated herein by reference. The form of the Official Bid Form shall be provided by the internet auction website selected by the County Administrator, and shall be reasonably satisfactory to the County Administrator. SECTION 7. BOOK ENTRY ONLY BONDS. It is in the best interest of the County and the residents and inhabitants thereof that the Series 2006 Bonds be issued utilizing a pure book- entry system of registration. In furtherance thereof, the County has previously executed and delivered a Blanket Letter of Representations with the Depository Trust Company. For so long as the Series 2006 Bonds remain in such book entry only system of registration, in the event of a conflict between the provisions of the Original Resolution and of the Blanket Letter of Representations, the terms and provisions of the Blanket Letter of Representations shall prevail. SECTION 8. PAYMENT OF INTEREST. Payment of the interest on the Series 2006 Bonds shall be made by the Paying Agent on each July 1 and January 1, commencing January 1, 2007 (each on "interest payment date") to the person appearing on the registration books of the Registrar as of the date fifteen (15) days prior to each interest payment date, as the registered Owner thereof, by check or draft mailed to such registered Owner at his address as it appears on such registration books; provided, however, that for any Owner of $1,000,000 or more in principal amount of Series 2006 Bonds, interest payments will, at the written request and at the expense of such Owner, be made by wire transfer or other medium acceptable to the Issuer and to the Owner. SECTION 9. PRELIMINARY OFFICIAL STATEMENT. The County Administrator is authorized and directed to cause a Preliminary Official Statement to be prepared in substantially the form attached hereto as Exhibit C, with such changes, insertions and omissions as shall be approved by the County Administrator containing a copy of the attached Notice of Bond Sale and to furnish a copy of such Preliminary Official Statement to interested bidders. The County Administrator is authorized to deem final the Preliminary Official Statement prepared pursuant to this Section for purposes of Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission. Upon the award of the Series 2006 Bonds to the successful bidder, the County shall also make available a reasonable number of copies of the Official Statement to such bidder, who may mail such Official Statements to prospective purchasers at the bidder's expense. SECTION 10. CONTINUING DISCLOSURE. The County hereby covenants and agrees that, in order to provide for compliance by the County with the secondary market disclosure requirements of the Rule, that it will comply with and carry out all of the provisions of that certain Continuing Disclosure Certificate in substantially the form attached hereto as Exhibit D, to be executed by the County and dated the date of issuance and delivery of the Series 2006 Bonds, as it may be amended from time to time in accordance with the terms thereof (the "Continuing Disclosure Certificate"). Notwithstanding any other provision of this Resolution, failure of the County to comply with such Continuing Disclosure Certificate shall 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 County to comply with its obligations under this Section. 4 SECTION 11. REGISTRAR AND PAYING AGENT. J.P. Morgan Trust Company, N. A., Jacksonville, Florida, is hereby appointed as Registrar and Paying Agent for the Series 2006 Bonds. SECTION 12. MUNICIPAL BOND INSURANCE. The successful purchaser of the Series 2006 Bonds shall be authorized to purchase a municipal bond insurance policy as additional security for the Series 2006 Bonds. SECTION 13. AWARD OF BID. The County Administrator or his designee is hereby authorized to accept the bids for the Series 2006 Bonds. The County Administrator is hereby authorized to award the sale of the Series 2006 Bonds on his determination of the best bid submitted in accordance with the terms of the Notice of Bond Sale. The County Administrator is hereby authorized to award the sale of the Series 2006 Bonds as set forth above or to reject all bids for the Series 2006 Bonds. Such award shall be final. SECTION 14. INCONSISTENT PROVISIONS. All prior resolutions and motions 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. [Remainder of page left intentionally blank] 5 SECTION 15. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED the 23rd day of May , 2006. (SEAL) ATTEST: County Clerk Alit BAR':-;: c. Apprdved as to -form and legal sufficiency: Iunty Attorn 6 BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA Chairman Arthur R. Neuberger EXHIBIT A FORM OF OFFICIAL NOTICE OF BOND SALE OFFICIAL NOTICE OF BOND SALE $50,000,000 INDIAN RIVER COUNTY, FLORIDA LIMITED GENERAL OBLIGATION BONDS, SERIES 2006 NOTICE IS HEREBY GIVEN that electronic (as explained below) proposals will be received electronically via PARITY in the manner described below, until 11:00 a.m., Eastern Standard Time, on. , 2006. Bids must be submitted electronically via PARITY in accordance with this Notice of Bond Sale, until 11:00 a.m., Eastern Daylight Time, but no bid will be received after the time for receiving bids specified above. To the extent any instructions or directions set forth in PARITY conflict with this Notice of Bond Sale, the terms of this Notice of Bond Sale shall control. For further information about PARITY, potential bidders may contact the financial advisor to the County, First Southwest Company, 20 N. Orange Avenue, Suite 1209, Orlando, Florida 32801, Attention: John White, telephone (407) 426-9611, or Dalcomp at 395 Hudson Street, New York, NY 10014, telephone (212) 806-8304. In the event of a malfunction in the electronic bidding process, the bid date will automatically change to the next business day as confirmed in a communication through Thompson Municipal Market Monitor (TM3). Form of Series 2006 Bonds The Series 2006 Bonds will be issued in book entry only form, without coupons, in denominations of $5,000 or any integral multiples thereof, and shall be dated May 1, 2006. Principal of the Series 2006 Bonds shall be paid to the registered owners at the designated corporate trust office of J.P. Morgan Trust Company, N.A., Jacksonville, Florida (the "Paying Agent" and "Registrar"), upon presentment and surrender of the Series 2006 Bonds. Interest on the Series 2006 Bonds shall be paid to the registered owners as shown on the registration books maintained by the Registrar, by check or draft mailed to each such owner's address as shown on the registration books maintained by the Registrar as of the date fifteen (15) days prior to each interest payment date. Interest will be payable each January 1 and July 1, commencing January 1, 2007. Interest will be calculated on the basis of a 360 -day year of twelve 30 -day months. For so long as The Depository Trust Company, New York, New York, or its nominee, Cede & Co. (collectively, "DTC") is the registered owner of the Series 2006 Bonds, payments of principal of, redemption premium, if any, and interest on the Series 2006 Bonds will be made directly to DTC. Disbursements of such payments to the DTC participants is the responsibility of DTC and further disbursement of such payments from the DTC participants to the beneficial owners of the Series 2006 Bonds is the responsibility of the DTC participants. Initially one bond will be issued for each maturity of the Series 2006 Bonds in the aggregate principal amount of each such maturity and registered in the name of DTC. DTC, an automated clearing house for securities transactions, will act as securities depository for the Series 2006 Bonds. Purchases of the Series 2006 Bonds will be made in book -entry -only form (without certification). It shall be the responsibility of the Successful Bidder (as hereinafter defined) for the Series 2006 Bonds to furnish to DTC an underwriters' questionnaire and to the County the CUSIP numbers of the Series 2006 Bonds not less than seven (7) days prior to the Closing Date (as hereinafter defined). Maturity Schedule The Series 2006 Bonds will mature on July 1 of the following years in the following principal amounts: Series 2006 Bonds Principal Principal Principal Maturity Amount* Maturity Amount* Maturity Amount* 2007 2012 2017 2008 2013 2018 2009 2014 2019 2010 2015 2020 2011 2016 2021 Mandatory Redemption Provisions If the Successful Bidder designates any Series 2006 Bonds as term bonds as described under "Designation of Term Bonds," the following mandatory redemption provisions shall apply with respect to such designated term bonds: The Series 2006 Bonds maturing on July 1, 20_ will be subject to mandatory redemption prior to maturity, selected by lot, or in such manner as the Registrar may deem appropriate, at a redemption price equal to par plus accrued interest to the redemption date, on July 1, 20 , and each July 1 thereafter, from amounts deposited in the Redemption Account in the Bond Service Fund established by the Ordinance, in the following years and amounts as follows: Year Amount *Preliminary, subject to change 2 Optional Redemption Provisions Series 2006 Bonds or portions thereof maturing in the years 2007 to 20 , both inclusive, are not redeemable prior to theirstated dates of maturity. Series 2006 Bonds or portions thereof maturing on July 1, 20 and thereafter are redeemable prior to their stated dates of maturity, at the option of the County as a whole or in part on July 1, 20 , or on any date thereafter, in such manner approved by the County, at a redemption price (expressed as a percentage of the principal amount thereof as set forth in the table below), together with accrued interest on the par amount so redeemed to the redemption date, if redeemed in the following periods: Redemption Period Redemption Price (both dates inclusive) (Percentage of Par). July 1, 20 and thereafter 100% Adjustment of Principal Amount After final computation of the bids, to achieve desired debt service levels, the County reserves the right either to increase or decrease any Principal Amount of the Series 2006 Bonds (or any Amortization Installment in the case of a Term Bond) shown on the schedule of Principal Amounts set forth above (the "Maturity Schedule"), by an amount not to exceed five percent (5%) of the stated amount of each such Principal Amount on the Maturity Schedule and correspondingly adjust the issue size, all calculations to be rounded to the nearest $5,000. In the event of any such adjustment in the Series 2006 Bonds, no rebidding or recalculation of the bid submitted with respect to such Series 2006 Bonds will be required or permitted. If necessary, the total purchase price of the Series 2006 Bonds will be increased or decreased in direct proportion to the ratio that the adjustment bears to the aggregate principal amount of the Series 2006 Bonds specified herein; and the Series 2006 Bonds of each maturity, as adjusted, will bear interest at the same rate and must have the same initial reoffering yields as specified in the bid of the Successful Bidder. However, the award will be made to the bidder whose bid produces the lowest true interest cost, calculated as specified below, solely on the basis of the bid for the Series 2006 Bonds offered pursuant to the Bid Maturity Schedule of the relevant series of Series 2006 Bonds, without taking into account any adjustment in the amount of Series 2006 Bonds set forth in the Bid Maturity Schedule. Designation of Term Bonds Bidders may specify that the annual Principal Amounts of the Series 2006 Bonds coming due in any two or more consecutive years may be combined to form one or more maturities of Series 2006 Term Bonds scheduled to mature in the last of such years with the preceding annual Principal Amounts for such years constituting mandatory Amortization Installments of Series 2006 Bonds to 3 be selected by lot and redeemed at a price of par plus accrued interest in accordance with the Original Resolution. Basis of Award Proposals must be unconditional and only for all the Series 2006 Bonds. The purchase price bid for the Series 2006 Bonds may include a discount (including underwriters' discount and original issue discount) not to exceed two percent (2%) of the principal amount of the Series 2006 Bonds and shall specify how much of the discount is original issue discount. The purchase price bid may also include an original issue premium (including underwriter=s discount and original issue premium) not to exceed two percent (2%) of the principal amount of the Series 2006 Bonds and shall specify how much of such purchase price is original issue premium. The Series 2006 Bonds will be insured if municipal bond insurance is selected by the purchaser. The selection of the insurer and the responsibility for payment of the premium for such municipal bond insurance policy shall rest with the purchaser and such premium must be paid contemporaneously with the payment to the County of the purchase price for the Bonds. The purchase price bid for the Series 2006 Bonds will not deduct the insurance premium. Only the final bid submitted by any bidder through Parity will be considered. The County reserves the right to determine the Successful Bidder for the Series 2006 Bonds, to reject any or all bids and to waive any irregularity or informality in any bid. The Series 2006 Bonds will be awarded to the bidder (herein referred to as the "Successful Bidder" as to the Series 2006 Bonds) offering such interest rate or rates and purchase price which will produce the lowest true interest cost to the County over the life of the Series 2006 Bonds. True interest cost for the Series 2006 Bonds (expressed as an annual interest rate) will be that annual interest rate being twice that factor of discount rate, compounded semiannually, which when applied against each semiannual debt service payment (interest, or principal and interest, as due) for the Series 2006 Bonds will equate the sum of such discounted semiannual payments to the bid price (inclusive of accrued interest). Such semiannual debt service payments begin on January 1, 2007. The true interest cost shall be calculated from , 2006, the expected closing date of the Series 2006 Bonds (the "Closing Date") and shall be based upon the principal amounts of each serial maturity set forth in this Notice of Bond Sale and the bid price set forth in the Proposal for the Series 2006 Bonds submitted in accordance with the Notice of Bond Sale. If the bidder elects to have the Series 2006 Bonds insured, the responsibility for payment of the premium for such municipal bond insurance policy shall rest with the Successful Bidder and such premium must be paid contemporaneously with the payment to the County of the purchase price for the Series 2006 Bonds. In case of a tie, the County may select the Successful Bidder by lot. It is requested that each Proposal for the Series 2006 Bonds be accompanied by a computation of such true interest cost to the County under the term of the Proposal for Bonds, but such computation is not to be considered as part of the Proposal for Bonds. 4 Interest Rates Permitted The Series 2006 Bonds shall bear interest expressed in multiples of one-eighth (1/8th) or one - twentieth (1/20th) of one percent. There shall not be a difference greater than three hundred basis points (300 b.p.) between the lowest interest rate and the highest interest rate. Should an interest rate be specified which results in annual interest payments not being equally divisible between the semiannual payments in cents the first semiannual payment will be reduced to the next lower cent and the second semiannual payment will be raised to the next higher cent. It shall not be necessary that all Series 2006 Bonds bear the same rate of interest, provided that all Series 2006 Bonds maturing on the same date shall bear the same rate of interest. A rate of interest based upon the use of split or supplemental interest payments or a zero rate of interest will not be considered. Paying Agent and Registrar The Paying Agent and Registrar for the Series 2006 Bonds is J.P. Morgan Trust Company, N. A. through its designated office in Jacksonville, Florida. Security Principal of and interest on the Series 2006 Bonds to be issued pursuant to Resolution No. 2005-059, as supplemented, and all required sinking fund, and other payments shall be payable solely from the County's ad valorem taxes of up to' mil on all taxable property in the County; provided, however, that the Bonds, to be issued in the principal amount of not to exceed $50,000,000, shall be structured by the County in such a manner that at the time of issuance the millage rate required to make the maximum annual payment of the principal of and interest on the Series 2006 Bonds shall not exceed 1/2 mil of the assessed value of all lands situated in the County subject to ad valorem taxation. The County is limited to a levy of not more than 1/2 mil for the payment of principal and interest on the Bonds. The Series 2006 Bonds are limited general obligations of the County secured by the full faith and credit and taxing power of the County. In each year while any of the Series 2006 Bonds are outstanding and unpaid, there shall be levied and collected an ad valorem tax on all the taxable property within the County sufficient to pay the interest on the Series 2006 Bonds as it becomes due, and to provide for the payment of the principal on the Series 2006 Bonds at their maturity. The County is irrevocably and unconditionally obligated to levy and collect ad valorem taxes of up to' mil on all the taxable property within the County, sufficient in amount to pay all principal of, redemption premium, if any, and interest on the Series 2006 Bonds as the same shall become due and payable. 5 Purpose Pursuant to the Resolution, the Series 2006 Bonds are being issued to finance the acquisition by the County of lands to protect water resources and/or drinking water, environmentally significant land, historic sites, and/or agricultural lands by purchasing interests in land including but not limited to fee simple interest, less than fee simple interest, conservation easements, the purchase or transfer of development rights and the acquisition of other similar interests in lands to protect water resources and/or drinking water, environmentally significant land, historic sites, and/or agricultural lands, together with the necessary preservation, restoration, remediation and reclamation activities to preserve and enhance such property, or in the case of agricultural lands, to maintain the agricultural purpose of property, such as to restore such property to its natural state, including customary and necessary costs and expenses incurred in the acquisition of such lands and expenses incident to the sale, issuance and delivery of the Bonds (the "Projects"), under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Florida Statutes, Resolution No. 92-146 of Indian River County, Florida, a vote of the electors of Indian River County, Florida, in accordance with Chapter 100, Florida Statutes, Resolution No. 2005-059 and Resolution No. 2006 - Issuance of Series 2006 Bonds The Series 2006 Bonds will be issued and sold by Indian River County, Florida,,a political subdivision of the State of Florida. The Series 2006 Bonds are being issued pursuant to Resolution No. 2005-059, as supplemented, adopted May 17, 2005 (the "Authorizing Resolution") by the Board of County Commissioners of Indian River County, Florida, Resolution No. 2006- adopted by the Board of County Commissioners on , 2006 and pursuant to the provisions of Chapter 125, Florida Statutes, and other applicable provisions of law. Municipal Bond Insurance Policy The County has provided the Preliminary Official Statement to several major municipal bond insurance companies. Bidders may, at their option, obtain a policy of municipal bond insurance unconditionally and irrevocably guaranteeing payment of principal of, and interest on, all or any designated maturity of the Bonds; however, the selection of the insurer and the responsibility for payment of the premium for such municipal bond insurance policy shall rest with the Successful Bidder and such premium must be paid contemporaneously with the payment to the County of the purchase price for the Bonds. Any fees to be paid to the rating agencies as a result of said insurance will be paid by the County. Each bidder should indicate whether a municipal bond insurance policy will be purchased, designate which maturities, if any, of the Bonds have been insured and the name of the insurer. Appropriate disclosure with respect to such insurance, if utilized, will be the responsibility of the Successful Bidder. Any failure of a municipal bond insurance policy to be issued shall not constitute cause for a failure or refusal by the Successful Bidder for such Bonds to accept delivery of or pay for the Bonds awarded to it in accordance with the terms of this Official 6 Notice of Bond Sale. Alternatively, bidders may rely upon published underlying ratings on the Series 2006 Bonds received from Fitch, Inc. and Standard & Poor's Ratings Services of "AA" and "AA-", respectively. No amendments or supplements to the Resolution will be made to accommodate requests of any such municipal bond insurance company. Proposals Proposals for the Series 2006 Bonds are desired on forms which will be furnished by PARITY, on behalf of the County, and be submitted electronically via PARITY. Each bidder for the Series 2006 Bonds must have arranged for a good faith deposit in the amount of $110,000, in the form of a Financial Surety Bond from any insurance company licensed to issue such a Surety Bond in the State of Florida and approved by the County (as of the date hereof only has been so approved) prior to the bid deadline. The Successful Bidder=s good faith deposit shall be delivered by wire transfer to the County by 3:00 p.m. on the next business day. If the Successful Bidder shall fail to comply promptly with the terms of its Proposal, the amount of such wire will be forfeited to said payee as liquidated damages. The proceeds of the good faith deposit of the Successful Bidder will be applied to the payment of the purchase price of the Series 2006 Bonds. Prior to the delivery of the Series 2006 Bonds, the County may invest the proceeds from the good faith deposit. No interest will be paid to any bidder upon any good faith deposit. Delivery and Payment It is anticipated that the Series 2006 Bonds in book entry only form will be available for delivery on , 2006, in New York, New York, at The Depository Trust Company, or some other date and place to be mutually agreed upon by the Successful Bidder and the County against the payment of the purchase price therefor including accrued interest calculated on a 360 -day year basis, less the amount of the good faith check, in immediately available Federal Reserve funds without cost to the County. Closing Documents The County will furnish to the Successful Bidder upon delivery of the Series 2006 Bonds the following closing documents in a form satisfactory to Bond Counsel: (1) signature and no -litigation certificate; (2) federal tax certificate; (3) certificate regarding information in. the Official Statement; and (4) seller's receipt as to payment. A copy of the transcript of the proceedings authorizing the Series 2006 Bonds will be delivered to the Successful Bidder of the Series 2006 Bonds upon request. Copies of the form of such closing papers and certificates may be obtained from the County. Information Statement 7 Section 218.38(1)(b)1, Florida Statutes requires that the County file, within 120 days after delivery of the Series 2006 Bonds, an information statement with the Division of Bond Finance of the State of Florida (the "Division") containing the following information: (a) the name and address of the managing underwriter, if any, connected with the Series 2006 Bonds; (b) the name and address of any attorney or financial consultant who advised the County with respect to the Series 2006 Bonds; and (c) any fee, bonus, or gratuity paid, in connection with the bond issue, by an underwriter or financial consultant to any person not regularly employed or engaged by such underwriter or consultant and (d) any other fee paid by the County with respect to the Series 2006 Bonds, including any fee paid to attorneys or financial consultants. The Successful Bidder will be required to deliver to the County at or prior to the time of delivery of the Series 2006 Bonds, a statement signed by an authorized officer containing the same information mentioned in (a) and (c) above. The Successful Bidder shall also be required, at or prior to the delivery of the Series 2006 Bonds, to furnish the County with such information concerning the initial prices at which a substantial amount of the Series 2006 Bonds of each maturity were sold to the public as the County shall reasonably request. Pursuant to Section 218.385(2) and (3) of the Florida Statutes, as amended, a truth -in - bonding statement will be required from each bidder as to the Series 2006 Bonds as part of their bid in the following form: "Indian River County, Florida, is proposing to issue $50,000,000 original aggregate principal amount of Limited General Obligation Bonds, Series 2006, for the purpose of paying (i) a portion of the costs of the Projects, and (ii) the costs of issuing the Series 2006 Bonds, all as further described in Resolution No. 2006- . The final maturity date of the Series 2006 Bonds is July 1, 2021, and the Series 2006 Bonds are expected to be repaid over a period of fifteen (15) years. At a forecasted average interest rate of % per annum, total interest paid over the life of the Series 2006 Bonds will be $ . The source of repayment or security for this proposal is the County=s ad valorem tax revenues and moneys and investments held in the funds created under the said Resolution. Authorizing the Series 2006 Bonds will result in $ not being available to finance the other capital projects of the County. This truth -in -bonding statement prepared pursuant to Section 218.385(2) and (3) of the Florida Statutes, as amended, is for informationalpurposes only and shall not affect or control the actual terms and conditions of the Series 2006 Bonds." 8 Legal Opinion The Successful Bidder will be furnished, without cost, with the approving opinion of Bryant Miller Olive, Tallahassee, Florida, to the effect that based on existing law, and assuming compliance by the County with certain covenants and requirements of the Internal Revenue Code of 1986, as amended (the "Code"), regarding use, expenditures, investment of proceeds and the timely payment of certain investment earnings to the United States Treasury, the interest on the Series 2006 Bonds is not includable in the gross income of individuals, however, interest on the Series 2006 Bonds will be included in the calculation of the alternative minimum tax liabilities of corporations. The Code contains other provisions that could result in tax consequences, upon which Bond Counsel renders no opinion, as a result of ownership of the Series 2006 Bonds or the inclusion in certain computations (including, without limitation, those related to the corporate alternative minimum tax and environmental tax) of interest that is excluded from gross income. Official Statement The Preliminary Official Statement, copies of which may be obtained as described below, is in a form "deemed final" by the County for purposes of SEC Rule 15c2 -12(b)(1) (except for certain permitted omissions as described in such rule) but is subject to revision, amendment and completion in a final Official Statement. Upon the sale of the Series 2006 Bonds, the County will publish a final Official Statement in substantially the same form _ as the Preliminary Official Statement. Copies of the final Official Statement will be provided, at the County's expense, on a timely basis in such quantities as may be necessary for the Successful Bidder's regulatory compliance. It is not the intention or the expectation of the County to print the name(s) of the Successful Bidder as to the Series 2006 Bonds on the cover of the Official Statement. Continuing Disclosure The County has covenanted to provide ongoing disclosure in accordance with Rule 15c2-12 of the Securities and Exchange Commission. CUSIP Number It is anticipated that CUSIP identification numbers will be printed on the Series 2006 Bonds, but neither the failure to print such number on any Series 2006 Bonds nor any error with respect thereto shall constitute cause for failure or refusal by the Successful Bidder to accept delivery of and pay for the Series 2006 Bonds in accordance with its agreement to purchase the Series 2006 Bonds. All expenses in relation to the printing of CUSIP numbers on the Series 2006 Bonds shall be paid for by the County; provided, however, that the CUSIP Service Bureau charge for the assignment of said number shall be the responsibility of and shall be paid for by the Successful Bidder. 9 Copies of Documents Copies of the Preliminary Official Statement, this Official Notice of Bond Sale and the Official Bid Form and further information which may be desired, may be obtained from the County's Financial Advisor, First Southwest Company, 20 N. Orange Avenue, Suite 1209, Orlando, Florida 32801 Attention: John White, telephone (407) 426-9611. Amendment and Notices Amendments hereto and notices, if any, pertaining to this offering shall be made through Thompson Municipal Market Monitor (TM3) or similar information distribution service. INDIAN RIVER COUNTY, FLORIDA /s/ Arthur R. Neuberger Chairman 10 EXHIBIT B FORM OF SUMMARY NOTICE OF SALE SUMMARY NOTICE OF SALE $50,000,000* INDIAN RIVER COUNTY, FLORIDA Limited General Obligation Bonds Series 2006 NOTICE IS HEREBY GIVEN, that bids will be received by the County Administrator of Indian River County, Florida, electronically through PARITY, subject to the provisions of the Official Notice of Bond Sale. Sale Date: , 2006 Time: 11:00 a.m., E.D.S.T. Bonds Dated: July , 2006 Maturities: Payable July 1 in the years and amounts as follows: Series 2006 Bonds* Maturity Principal Maturity Principal Maturity Principal Amount Amount Amount 07/01/2007 $ 07/01/2012 $ 07/01/2017 $ 07/01/2008 07/01/2013 07/01/2018 07/01/2009 07/01/2014 07/01/2019 07/01/2010 07/01/2015 07/01/2020 07/01/2011 07/01/2016 07/01/2021 Interest Payment Dates: Payable January 1 and July 1, commencing January 1, 2007. Legal Opinion: Bryant Miller Olive Tallahassee, Florida For copies of the Official Notice of Bond Sale and the Preliminary Official Statement of Indian River County, Florida, please contact the County's Financial Advisor, First Southwest Company, 20 N. Orange Avenue, Suite 1209, Orlando, Florida 32801, Attention: John White, telephone (407) 426-9611. The Proposed Form is to be provided by PARITY. The Preliminary Official Statement will be available electronically from i -Deal LLC at www.i-dealprospectus.com, which may be contacted at (212) 404-8104 for assistance in resolving downloading problems; however, the printed version of the Preliminary Official Statement is the only official version. 100071391. DOCv3 ) EXHIBIT C FORM OF PRELIMINARY OFFICIAL STATEMENT 1'rrlittrin II r (J//i, ''Ij06 Dated: May 1, 2006 Due: July 1, 4s shown NEW ISSUE - Full Book Entry Only Ratings: Standard & Poors: " " (Underlying "AA-") Fitch:" " (Underlying "AA-" ) (See "Ratings" herein) hi the opinion. of Bryant Miller Olive ("Bond Counsel"), under existing statutes, regulations, rulings and court decisions, and assuming continuing compliance with the tax covenants described herein, interest on th.e Bonds is excludable from gross income for federal income tax purposes, and is riot an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Such interest, however, will be includable in the calculation of certain corporations' alternative minimum taxable income. See "TAX EXEMPTION" herein regarding certain other fax considerations. Bond Counsel is further of the opinion that the Bonds and the income thereon are exempt from all present intangible personal property taxes imposed pursuant to Chapter 199, Florida Statutes. $50,000,000* INDIAN RIVER COUNTY, FLORIDA LIMITED GENERAL OBLIGATION BONDS, SERIES 2006 The Indian River County, Florida Limited General Obligation Bonds, Series 2006 (the "Bonds") are being issued by Indian River County, Florida (the "County") in the form of fully registered bonds and, when issued, will he registered in the name of Cede & Co, as nominee of the Depository Trust Company, New York, New York ("DTC"). DTC will act. as securities depository for the Bonds. Purchases of Bonds will be in book -entry only' form, in denominations of $5,000 or any integral multiples thereof. Purchasers will not receive certificates representing their interest in the Bonds so purchased. So long as Cede & Co. is the registered owner of the Bonds, references herein to the registered owners shall mean Cede & Co., and shall' not mean the Beneficial Owners (as defined herein) of the Bonds. See "DESCRIPTION OF THE BONDS -BOOK -ENTRY -ONLY -SYSTEM" herein for further information. Interest on the Bonds is payable semiannually on January 1 and July 1, of each year, commencing January 1, 2007. The principal of, premium, if any and interest on the Bonds .will be paid by J.P. Morgan Trust Company, National Association, Jacksonville, Florida, as paying agent. (the "Paying Agent"). So long as DTC or its nominee, Cede & Co., is the registered owner, such payments will be made directly to DTC. Disbursement of such payments to the Direct Participants (as defined herein) is the responsibility of DTC, and disbursements of such payments to Beneficial Owners is the responsibility of Direct Participants and Indirect Participants (as defined herein), as more fully described herein. The Bonds are. being issued to provide funds for the acquisition by the County of lands to protect water resources and/or drinking water sources, environmentally significant lands, historic sites, and/or agricultural land, by purchasing interests in lands to protect water resources and/or drinking water sources, environmentally significant lands, historic sites, and/or agricultural lands including, but:not limited to, fee simple interest, less than fee simple interest., conservation easements, the purchase or transfer of development rights, and the acquisition of other similar interests in lands to protect water resources and/or drinking water sources, environmentally significant lands, historic sites, and/or agricultural lands, together with the necessary preservation, restoration, remediation and reclamation activities to preserve, protect, or enhance such property, or, in the case of agricultural lands, to maintain the agricultural purpose of such property or restore such property to its natural state. For additional information, see "THE ACQUISITION PROGRAM" herein. THE BONDS ARE LIMITED OBLIGATIONS OF THE COUNTY. THE PRINCIPAL OF, REDEMPTION PREMIUMS, IF ANY, AND INTEREST ON THE BONDS ARE PAYABLE FROM AND SECURED BY A LIMITED PLEDGE OF THE FAITH, CREDIT AND TAXING POWER OF THE COUNTY, PROVIDED -THAT TI -IE AMOUNT OF THE LEVY, IN EACH YEAR SHALL NOT EXCEED ONE HALF OF ONE MIL ON ALL OF THE TAXABLE PROPERTY IN THE COUNTY. PURSUANT TO THE BOND RESOLUTION, BUT SUBJECT TO THE FOREGOING LIMITATION, THE COUNTY IS OBLIGATED TO LEVY AD VALOREM TAXES ON ALL TAXABLE PROPERTY IN THE COUNTY, IN EACH YEAR, AT A RATE AS SHALL BE NECESSARY TO PROVIDE FOR THE PROMPT PAYMENT OF ALL PRINCIPAL OF, REDEMPTION PREMIUMS, IF ANY, AND INTEREST ON THE BONDS. THE BONDS ARE NOT A DEBT, LIABILITY OR OBLIGATION OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT FOR THE COUNTY, TO THE LIMITED EXTENT DESCRIBED ABOVE) AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT FOR THE COUNTY, TO THE LIMITED EXTENT DESCRIBED HEREIN) ARE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF THE BONDS OR ANY INTEREST OR REDEMPTION' PREMIUM THEREON. Payment. of the principal of and interest on the Bonds when due will be insured by a financial guaranty insurance policy to be issued by [Insurer] simultaneously with the delivery of the Bonds. See the material under the heading "MUNICIPAL BOND INSURANCE" herein. [INSURER LOGO] PRINCIPAL AMOUNTS, MATURITIES, INTEREST RATES AND PRICES OR YIELDS* $ Serial Bonds Principal Maturity Interest Price or Principal Maturity Interest Price or Amount. (July 1) Rate Yield Amount (Julv 1) Rate Yield THIS COVER PAGE 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. The Bonds are offered when, as and if issued and received by the Underwriters, subject to prior sale, withdrawal or modification of the offer without notice and subject. to the unqualified approval of legality by Bryant Miller Olive, Tallahassee, Florida, Bond Counsel. Certain legal matters will be passed on for the County by its County Attorney and Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Disclosure Counsel. First Southwest. Company, Orlando, Florida served as Financial Advisor to the County in connection with the issuance of the Bonds. It is expected that the Bonds in definitive form will be available for delivery in New York, New York, through the offices of DTC on or about May , 2006. Sealed bids for the purchase of the Bonds will be received by the County on May , 2006, as provided in the Official Notice of Bond Sale or thereafter as .the County may give notice through its Financial Advisor. *Preliminary, subject to change. INDIAN RIVER COUNTY, FLORIDA BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY Arthur R. Neuberger, Chairman Gary C. Wheeler, Vice -Chairman Wesley S. Davis Thomas S. Lowther Sandra L. Bowden CLERK OF THE CIRCUIT COURT Jeffrey K. Barton COUNTY ADMINISTRATOR Joseph A. J. Baird COUNTY ATTORNEY William G. Collins II, Esquire COUNTY FINANCE DIRECTOR Diane Bernardo DIRECTOR OF OFFICE OF MANAGEMENT AND BUDGET Jason E. Brown FINANCIAL ADVISOR First Southwest Company Orlando, Florida BOND COUNSEL Bryant Miller Olive Tallahassee, Florida DISCLOSURE COUNSEL Nabors, Giblin & Nickerson, P.A. Tampa, Florida CERTIFIED PUBLIC ACCOUNTANTS Harris, Cotherman, Jones, Price & Associates Vero Beach, Florida 1 No dealer, broker, salesman or other person has been authorized by the County or the Underwriters to give any information or to make any representations with respect to the 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 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the County, 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 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 been no change in the information or opinions set forth herein after the date of this Official Statement. THE 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 BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATES, IF ANY, IN WHICH THE 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 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 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. ii TABLE OF CONTENTS INTRODUCTION 1 AUTHORITY FOR BONDS 3 PURPOSE OF ISSUANCE 3 THE ACQUISITION PROGRAM 3 DESCRIPTION OF THE BONDS 6 General 6 Book -Entry Only System 6 Discontinuance of Securities Depository 9 Optional Redemption 10 SOURCES AND USES OF FUNDS 12 DEBT SERVICE SCHEDULE 13 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS 13 OUTSTANDING GENERAL OBLIGATION BONDS 15 AD VALOREM TAX MATTERS 15 Property Assessment Procedure 15 Ad Valorem Tax Rates 17 Levy and Collection of Ad Valorem Taxes 17 Historical Table of Assessed Value 19 Historical Ad Valorem Millage Rates 20 Property Tax Levies and Collections 21 Comparative Ratios of Bonded Debt 22 Ten Largest Taxpayers 23 MUNICIPAL BOND INSURANCE 24 THE COUNTY 24 General 24 County Government 24 COUNTY FINANCIAL MATTERS 25 Financial Statements and Annual Audit 26 REFERENDUM 26 LITIGATION 27 General 27 The Bonds 27 LEGAL MATTERS 27 TAX EXEMPTION 28 Federal Income Tax Matters 28 Tax Treatment of Original Issue Discount 29 iii Tax Treatment of Bond Premium 30 Florida Tax Matters 31 ADVISORS AND CONSULTANTS 31 BOND RATINGS 32 DISCLOSURE MATTERS 32 Certificate as to Official Statement 32 Continuing Disclosure 32 MISCELLANEOUS 35 Appendices: Appendix A - Financial Statements of the County for the Fiscal Year ended September 30, 2005 Appendix B - Form of Resolution Appendix C - Form of Bond Counsel Opinion Appendix D - Form of Municipal Bond Insurance Policy iv OFFICIAL STATEMENT relating to $50,000,000* INDIAN RIVER COUNTY, FLORIDA LIMITED GENERAL OBLIGATION BONDS, SERIES 2006 INTRODUCTION The purpose of this Official Statement, which includes the cover page, the Summary Statement, and the Appendices hereto, is to furnish information with respect to the issuance by Indian River County, Florida (the "County"), of its Limited General Obligation Bonds, Series 2006 (the "Bonds"). The Bonds in the aggregate principal amount of $50,000,000*, are authorized to be issued pursuant to Resolution No. 2004- 062 (the "Referendum Resolution), adopted by the Board of County Commissioners (the "Board") on June 22, 2004, as supplemented by Resolution 2005-059, adopted May 17, 2005 (the "Bond Resolution"), as further supplemented (herein, collectively, the "Referendum Resolution and the Bond Resolution are hereinafter referred to as the "Resolution") and by the vote of the electors of the County on November 2, 2004, in accordance with Chapter 100, Florida Statutes; and the Referendum Resolution (the "Referendum"). The Referendum Resolution and the Referendum authorize the issuance of not to exceed $50,000,000 aggregate principal amount of limited general obligation bonds, to be issued in one or more series, payable from ad valorem taxes not exceeding %Z mil and having a maturity not exceeding fifteen years. The Bonds are the first series to be issued under the Resolution and the Referendum. The County has previously issued its $11,000,000 Indian River County General Obligation Bonds, Series 2001 (the "2001 Bonds") which are currently Outstanding in the aggregate principal amount of $8,685,000 and its $7,800,000 Indian River County General Obligation Bonds, Series 2003 (the "2003 Bonds"), which are currently Outstanding in the aggregate principal amount of $5,700,000, neither of which issues is subject to an annual limitation on the millage amount for repayment. THE BONDS ARE LIMITED OBLIGATIONS OF THE COUNTY. THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON THE BONDS ARE PAYABLE FROM AND SECURED BY A LIMITED PLEDGE OF THE FAITH, CREDIT AND TAXING POWER OF THE COUNTY, PROVIDED THAT THE AMOUNT OF THE LEVY, IN EACH YEAR SHALL NOT EXCEED ONE HALF OF * Preliminary, subject to change. 1 ONE MILL ON ALL OF THE TAXABLE PROPERTY IN THE COUNTY. PURSUANT TO THE BOND RESOLUTION, BUT SUBJECT TO THE FOREGOING LIMITATION, THE COUNTY IS OBLIGATED TO LEVY AD VALOREM TAXES ON ALL TAXABLE PROPERTY IN THE COUNTY, IN EACH YEAR, AT A RATE AS SHALL BE NECESSARY TO PROVIDE FOR THE PROMPT PAYMENT OF ALL PRINCIPAL OF, REDEMPTION PREMIUMS, IF ANY, AND INTEREST ON THE BONDS. THE BONDS ARE NOT A DEBT, LIABILITY OR OBLIGATION OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT FOR THE COUNTY, TO THE LIMITED EXTENT DESCRIBED HEREIN) AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT FOR THE COUNTY, TO THE LIMITED EXTENT DESCRIBED HEREIN) ARE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF THE BONDS OR ANY INTEREST OR REDEMPTION' PREMIUMS THEREON. Capitalized terms used herein shall have the same meanings as given to them in the Resolution, unless otherwise defined herein or where the context would clearly indicate otherwise. The references, excerpts and summaries of all documents referenced herein do not purport to be complete statements of the provisions of such documents, and reference is made to the originals of all such documents for full and complete statements of all matters of fact relating to the Bonds, the security for the payment of the Bonds, and the rights and obligations of owners thereof. Copies of such documents may be obtained from Jeffrey K. Barton, Clerk of the Circuit Court, 1840 25th Street Vero Beach, Florida 32960, upon payment of reproduction costs and postage and handling expenses. The assumptions, estimates, projections and matters of opinion contained in this Official Statement, whether or not so expressly stated, are set forth as such and not as matters of fact, and no representation is made that any of the assumptions or matters of opinion herein are valid or that any projections or estimates contained herein will be realized. Neither this Official Statement nor any other statement which may have been made verbally or in writing in connection with the Bonds, other than the Bond Resolution, is to be construed as a contract with the owners of the Bonds. 2 AUTHORITY FOR BONDS The Bonds are being issued by the County under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Florida Statutes; the Referendum Resolution as supplemented by the Bond Resolution and by the vote of the electors of the County on November 2, 2004, in accordance with Chapter 100, Florida Statutes; and the Referendum Resolution. PURPOSE OF ISSUANCE The Referendum Resolution defines "Projects" to mean the acquisition by the County of lands to protect water resources and/or drinking water sources, environmentally significant lands, historic sites, and/or agricultural land, by purchasing interests in lands to protect water resources and/or drinking water sources, environmentally significant lands, historic sites, and/or agricultural lands including, but not limited to, fee simple interest, less than fee simple interest, conservation easements, the purchase or transfer of development rights, and the acquisition of other similar interests in lands to protect water resources and/or drinking water sources, environmentally significant lands, historic sites, and/or agricultural lands, together with the necessary preservation, restoration, remediation and reclamation activities to preserve, protect, or enhance such property, or, in the case of agricultural lands, to maintain the agricultural purpose of such property or restore such property to its natural state , including customary and necessary costs and expenses incurred in the acquisition of any such lands and all expenses incident to the sale, issuance and delivery of the Bonds, all as shall be more specifically determined by subsequent resolution of the County. For a complete description of the terms and conditions of the Bonds, reference is made to the Bond Resolution, the form of which is included as Appendix B to this Official Statement, "Form of Bond Resolution." The description of the Bond Resolution, the Bonds and information from reports contained herein do not purport to be comprehensive or definitive, and reference is made to the complete Bond Resolution, on file with the County, for the terms thereof. THE ACQUISITION PROGRAM 3 The Board has appointed a 19 member Land Acquisition Advisory Committee (the "Advisory Committee") to make recommendations to the Board regarding the purchase of environmentally significant lands, cultural heritage (historic) sites and agricultural lands for conservation purposes, including lands which constitute the Project. The Advisory Committee has broad representation from throughout the County, and its membership reflects a diversity of interests, including representatives of the local governments within the County, environmentalists, developers and taxpayers. Among its duties, the Advisory Committee conducts an annual review and ranking of properties nominated for County acquisition. This ranking is based on established criteria set forth in an Environmental Lands Program .("ELP") Guide, which is a procedural document adopted by the Board. All purchase contracts relating to the program are subject to final approval by the Board at duly advertised public hearings. The objective of the County's acquisition program is to protect environmentally significant lands in the County. The overall policy of the County, as stated in the ELP Guide, is to purchase environmentally significant lands, cultural heritage (historic) sites and agricultural lands when other means of protection, such as zoning or regulation, are not appropriate, available or effective. Although condemnation is a method of acquisition described in the ELP Guide, the County has focused on acquiring properties from willing sellers. Additionally, a variety of funding sources and methods are utilized to purchase properties under the program, including, state grant and joint acquisition programs such as the Acquisition and Restoration Council (ARC) Florida Forever program, the St. Johns River Water Management District land acquisition program, the Florida Communities Trust, which is a non -regulatory agency of the state of Florida, and Florida Forever, which is a state administered program which provides funding for ARC, water management districts, parks and recreation grants, and the Florida Communities Trust. Local funding sources include, in addition to the proceeds of the Bonds, available ad valorem and non -ad valorem revenues of the County and funds which are derived from payments made by developers in lieu of other environmental impact mitigation methods, as provided in the County's comprehensive plan. The Land Acquisition Guide sets out in detail a 7 -phase process for the review and recommendation of land acquisition, as follows: 4 (1) The first phase includes the annual needs assessment, during which the land acquisition policy directives and objectives are reviewed and discussed, as well as existing and potential funding sources. (2) The second phase includes the compilation of lands to be reviewed for acquisition consideration. (3) The third phase includes a preliminary evaluation and prioritization of the lands identified for review. (4) The fourth phase refines the priority list and establishes a work plan for acquisition, including a detailed review of property characteristics. (5) The fifth phase includes a facilities/management assessment, which includes a general assessment of annual maintenance cost funding implications and facilities development time frames. (6) The sixth phase includes an appraisal of the land and a determination whether .such land warrants continued consideration. This phase includes a due diligence investigation of the properties consistent with the requirements of Florida law, and, at a minimum, includes an environmental assessment and surveys. (7) The seventh phase is a report and recommendation to the Board. Since the beginning of the environmental lands program, the County has purchased, or jointly with other public agencies purchased, over 7,600 acres of land under the program. The County has expended in excess of $60,000,000 thus far on the program, with $15,000,000 of that from the 1995 Bonds, $11,000,000 of that from the 2001 Bonds and approximately $34,000,000 coming from matching funds from other public agencies. The County intends to use proceeds of the Bonds to pay for the cost of acquiring additional properties approved for acquisition by the Board, as well as costs incurred by the County in investigating these and other properties considered by the Advisory Committee, whether or not ultimately purchased by the County. 5 DESCRIPTION OF THE BONDS General The Bonds will be dated June 1, 2006, will be issued in fully registered, book - entry form, without coupons, in the denominations of $5,000 each or integral multiples thereof, and will bear interest at the rates and mature on the dates set forth on the cover page of this Official Statement. Interest on the Bonds will be payable January 1, 2007, and semiannually thereafter (January 1 and July 1 of each year). Principal of and interest on the Bonds will be payable in the manner described under "Book -Entry Only System" herein. J.P. Morgan Trust Company, National Association, Jacksonville, Florida, will serve as Registrar and Paying Agent for the Bonds. The Bonds will bear a Certificate of Authentication to be manually executed by the Registrar, and no Bond will be valid or obligatory for any purpose unless the Certificate of Authentication thereon has been duly executed by the Registrar. Certain of the Bonds will be subject to redemption as described below under "Optional Redemption." JPMorgan Chase & Co. ("JPMorgan") has entered into an agreement with The Bank of New York Company ("BONY") pursuant to which JPMorgan intends to exchange portions of its corporate trust business, including municipal and corporate trusteeships, for BONY's .consumer, small business and middle market banking businesses. This transaction has been approved by both companies' boards of directors and is subject to regulatory approvals. It is expected to close in the late third quarter or fourth quarter of 2006. Book -Entry Only System The Depository Trust Company ("DTC"), New York, New York, or its successor, will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities in the name of Cede & Co. (DTC's partnership nominee). One fully -registered Bond certificate for each maturity will be issued, in the aggregate principal amount of such maturity and will be deposited with DTC. So long as Cede & Co. is the registered owner of the Bonds, payments of the principal of and interest due on the Bonds will be payable directly to DTC. References herein to the registered owners of the Bonds shall mean DTC or Cede & Co., and shall not mean the Beneficial Owners referred to below. 6 DTC is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants (the "Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges in deposited securities through electronic computerized book - entry changes in accounts of the Participants, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the "Indirect Participants"). The rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. Purchases of the Bonds under the DTC system may be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of the Bonds (the "Beneficial Owner") is in turn to be recorded in the records of the applicable DTC Direct or Indirect Participant. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Participants acting on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in Bonds, except in the event that use of the book -entry system for the Bonds is discontinued. No Bonds will be registered in the names of the Beneficial Owners, except in the event participation in the book -entry system is discontinued as described below. To facilitate subsequent transfers, all Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of Bonds and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Participants 7 will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices will be sent to Cede & Co.. If less than all of the Bonds within a maturity of a series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Bonds will be made to DTC. DTC's practice is to credit Direct Participants accounts on the payable date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on the payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent or the County, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the County or the Paying Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the County or the Paying Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates will be printed and delivered. The County may decide to discontinue use of the book -entry only system for transfers through DTC (or a successor securities depository). In such event Bond certificates will be printed and delivered. 8 The information in this section concerning DTC and DTC's book -entry only system has been obtained from DTC. Neither the County, the Registrar nor the Underwriter make any representation or warranty regarding the accuracy or completeness thereof. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE SOLE BONDHOLDER, THE COUNTY AND THE REGISTRAR SHALL TREAT CEDE & CO. AS THE ONLY OWNER OF THE BONDS FOR ALL PURPOSES UNDER THE RESOLUTION INCLUDING (1) RECEIPT OF ALL PRINCIPAL OF AND INTEREST ON THE BONDS; (2) RECEIPT OF NOTICES; (3) VOTING; AND (4) REQUESTING OR DIRECTING THE COUNTY AND THE REGISTRAR TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER SUCH RESOLUTION. THE COUNTY AND THE PAYING AGENT HAVE NO RESPONSIBILITY OR OBLIGATION TO THE PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (A) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT; (B) THE PAYMENT BY ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS; (C) THE DELIVERY OR TIMELINESS OF DELIVERY BY ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE RESOLUTION TO BE GIVEN TO BONDHOLDERS; (D) THE SELECTION BY DTC, OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY BENEFICIAL OWNER, TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE BONDS; OR (E) OTHER ACTION TAKEN BY DTC OR CEDE & CO., AS BONDHOLDER. Discontinuance of Securities Depository DTC may discontinue providing its services with respect to the Bonds at any time by giving notice to the County and discharging its responsibilities with respect thereto under applicable law, or the County may terminate its participation in the system of book -entry transfers through DTC at any time. In the event that the DTC book -entry only system is discontinued and it is not replaced with another book -entry system, the following provisions will apply: principal of the Bonds will be payable in lawful money of the United States of America at the principal office of the Registrar. Interest on the Bonds will be payable on each July 1 and January 1 by check or draft mailed to the respective addresses of the Registered Owners thereof as shown on the registration books of the County maintained by the Registrar as of the record date therefor as set forth in the Bond Resolution; provided, however, that the registered 9 owner of any Bond in the principal amount of $1,000,000 or more may, upon written request made to the Registrar and at the expense of such registered owner, direct that payment of interest thereon be made by wire transfer or any other medium acceptable to the County and to such registered owner, all as more specifically provided in the Bond Resolution. The transfer of the Bonds will be registrable and they may be exchanged at the principal office of the Registrar, upon the payment of any taxes, fees or other governmental charges required to be paid with respect to such transfer or exchange. The person in whose name any Bond is registered will be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the principal or redemption price of any Bond, and the interest on any such Bonds, will be made only to or upon the order of the registered owner thereof or his or her legal representative. Optional Redemption Bonds or portions thereof maturing in the years [ ] through [ ], both inclusive, are not redeemable prior to their stated dates of maturity. Bonds or portions thereof maturing on January 1, [ ], and thereafter are redeemable prior to their stated dates of maturity, at the option of the County, as a whole or in part on January 1, [ ], or on any date thereafter, in such manner approved by the County, at a redemption price of 100% of the principal amount thereof, together with accrued interest thereon to the redemption date. Notice of such redemption must, not more than 60 days or less than 30 calendar days prior to the redemption date, be filed with the Registrar and be mailed, postage prepaid, by the Registrar to all owners of Bonds to be redeemed at their addresses as they appear on the registration books of the Registrar; provided, however, that failure to mail such notice of redemption to one or more owners will not affect the validity of the proceedings for such redemption with respect to the owners to which notice was duly mailed in accordance with the Bond Resolution. Each such notice will set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds of one maturity are to be called, the distinctive numbers of such Bonds to be redeemed, and in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. Upon surrender of any Bond for redemption in part only, the Registrar shall authenticate and deliver to the owner thereof, a new Bond ,of an authorized denomination equal to the unredeemed portion of the Bond surrendered. 10 In addition to the foregoing notice, notice of redemption shall be sent, at least 32 days before the redemption date, by registered or certified mail or overnight delivery service (at the expense of the addressee) to all registered securities depositories then in the business of holding substantial amounts of obligations of types such as the Bonds (such depositories now being DTC; Midwest Securities Trust Company and Philadelphia Depository Trust Company) and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. For so long as a book -entry only system of registration is in effect with respect to the Bonds, the Registrar will mail notices of redemption to DTC or its successor. Any failure of DTC to convey such notice to any DTC Participants or any failure of DTC Participants to convey such notice of any Beneficial Owner will not affect the sufficiency or the validity of the redemption of the Bonds. See "Book -Entry Only System" herein. 11 SOURCES AND USES OF FUNDS The table that follows summarizes the estimated sources and uses of funds to be derived from the sale of the Bonds. SOURCES OF FUNDS Par Amount of Bonds Net Original Issue Discount (OID) Accrued Interest TOTAL SOURCES USES OF FUNDS Costs of Issuance (1) Deposit to Debt Service Fund Deposit to Acquisition Fund (2) TOTAL USES (1) Includes underwriting discount, bond insurance premium, financial, legal and other costs of issuance relating to the Bonds. (2) Includes reimbursement to the County of certain project costs incurred by the County prior to issuance of the Bonds. 12 DEBT SERVICE SCHEDULE The following table presents the annual debt service requirements of the County for the Bonds and all outstanding general obligation bonds: Other General Year Ending Obligation July 1 Bonds Principal Interest Total 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Totals SECURITY AND SOURCES OF PAYMENT FOR THE BONDS The Bonds are limited obligations of the County, the principal of, redemption premiums, if any, and interest on which are payable from and secured by a limited pledge of the faith, credit and taxing power of the County, provided that the amount of the levy, in each year shall not exceed one half of one mill on all of the taxable property in the County. pursuant to the Resolution and. the Referendum. Subject to the foregoing limitation, the County is obligated to levy ad valorem taxes on all taxable property in the County, in each year, at a rate as shall be necessary to provide for the prompt payment of all principal of, redemption premiums, if any, and interest on the Bonds. The Bonds are not a debt, liability or obligation of the State of Florida or any 13 political subdivision thereof (except for the County, to the limited extent described above) and neither the faith and credit nor the taxing power of the State of Florida or any political subdivision thereof (except for the County, to the limited extent described above) are pledged to the payment of the principal of the Bonds or any interest or redemption premium thereon. The Bond Resolution creates and establishes a Debt Service Fund, which will be held and administered by the County solely for the purpose of paying the principal, premium, if any, and interest on the Bonds, as they become due. The 1/2 mil ad valorem tax levied to pay the Bonds, as collected by the County Tax Collector, must be deposited into the Debt Service Fund. Money deposited in the Debt Service Fund must be held by the County for the payment of the principal, premium, if any, and interest on the Bonds as they severally become due, and may be expended for no other purpose. The Debt Service Fund may be invested in "Authorized Investments" as defined in the Bond Resolution, the form of which is included herein as Appendix B. THE REFERENDUM LIMITS THE MILLAGE RATE FOR THE ANNUAL PAYMENT OF PRINCIPAL AND INTEREST ON THE BONDS TO 1/2 MILL, BASED ON THE ASSESSED VALUE OF ALL REAL PROPERTY IN THE COUNTY SUBJECT TO AD VALOREM TAXES. The 1/2 mill would currently generate $7.1 million annually based upon the January 1, 2005 valuation for the current (2005/2006) fiscal year. 14 OUTSTANDING GENERAL OBLIGATION BONDS The Resolution and the Referendum authorize the issuance of not to exceed $50,000,000 aggregate principal amount of limited general obligation bonds, to be issued in one or more series, payable from ad valorem taxes not exceeding 1/2 mil and having a maturity not exceeding fifteen years. The Bonds are the first series to be issued under the Resolution and the Referendum. The County has previously issued its $11,000,000 Indian River County General Obligation Bonds, Series 2001 (the "2001 Bonds") which are currently Outstanding in the aggregate principal amount of $8,685,000 and its $7,800,000 Indian River County General Obligation Bonds, Series 2003 (the "2003 Bonds"), which are currently Outstanding in the aggregate principal amount of $5,700,000, neither of which issues is subject to an annual limitation on the millage amount for repayment. AD VALOREM TAX MATTERS Property Assessment Procedure Under Florida (the "State") law the assessment of all properties and the collection of all county, school district and other taxing authorities property taxes are consolidated in the offices of the County Property Appraiser and County Tax Collector. The laws of the State regulating tax assessment are designed to assure a consistent property valuation method statewide. All taxable real property and tangible personal property must be assessed at just value, with certain exceptions. Real and personal property valuations are determined each year as of January 1 by the Property Appraiser's office. The assessment roll is prepared between January 1 and July 1, with each taxpayer given notice of any increase in assessment. The property owner has the right to file an appeal with the Value Adjustment Board, which considers petitions relating to assessments and exemptions. The Value Adjustment Board certifies the assessment roll upon completion of the hearing of all appeals; however, provision is made by law for certification of the assessment roll prior to completion of the hearings. Millage rates are computed by the various taxing authorities and certified to the Property Appraiser, who applies the millage rates to the assessment roll. This procedure creates the tax roll, which is then turned over to the Tax Collector on or about the first Monday in October. 15 Certain exemptions are available to permanent residents of the State, including, among others, a homestead exemption not exceeding $25,000. By voter referendum held on November 3, 1992, Article VII, Section 4 of the Florida Constitution was amended by adding thereto a subsection which, in effect, limits the increases in assessed just value of homestead property to the lesser of (1) 3% of the assessment for the prior year or (2) the percentage change in the Consumer Price Index for all urban consumers, U.S. City Average, all items 1967=100, or successor reports for the preceding calendar year as initially reported by the United States Department of Labor, Bureau of Labor Statistics. Further, the amendment provides that (1) no assessment shall exceed just value; (2) after any change of ownership of homestead property or upon termination of homestead status, such property shall be reassessed at just value as of January 1 of the year following the year of sale or change of status; (3) new homestead property shall be assessed at just value as of January 1 of the year following the establishment of the homestead; and (4) changes, additions, reductions or improvements to homestead shall initially be assessed as provided by general law, and thereafter as provided in the amendment. The effective date of the amendment was January 15, 1993, and the base year for determining compliance with the restrictions was 1994. Pursuant to State legislative authorization, the County has --enacted an Ordinance providing an additional $25,000 homestead exemption to citizens 65 years or older as of January 1 of the year and whose household income does not exceed $20,000. The $20,000 income limitation is adjusted annually by the percentage change in the average cost -of -living index in the period January 1 to December 31 of the immediate preceding year compared with the same period for the prior year, and, accordingly is $23,463.00 for the current year, as so adjusted. 16 Ad Valorem Tax Rates There is no limitation as to the rate or amount of ad valorem taxes levied by the County for the purposes of paying debt service on general obligation bonds whose issuance has been approved at a referendum election duly called and held, other than the '/2 mil limitation on the payment of debt service on the Bonds imposed by the Referendum. Ad valorem taxes levied for operating purposes by the County are limited to 10 mills, except for voted levies. In 1973 the State of Florida enacted legislation in order to encourage public awareness of spending and taxing decisions of local elected officials. This legislation was amended in 1980 by the "TRIM BILL" (Truth in Millage). Under the TRIM BILL, a "roll -back tax rate" is defined as the millage rate that would produce the same ad valorem taxes in each current year as were levied in the previous year, exclusive of any increase in assessments resulting from new construction. Regardless of the tax rates established by the various taxing authorities, each taxpayer is notified by first class mail of his proposed property tax prior to the public hearings required to be held for the adoption of the final budget and millage rate. Levy and Collection of Ad Valorem Taxes All real and tangible personal property taxes are due and payable annually. A notice is mailed to each property owner on the tax roll on November 1 of each year, or as soon thereafter as the tax roll is certified and delivered to the Tax Collector, for taxes levied by the county, school district and other taxing authorities. Taxes may be paid upon receipt of such notice, with discounts at the rate of 4% if paid in the month of November; 3% if paid in the month of December; 2% if paid in the month of January; and 1% if paid in the month of February. Taxes paid during the month of March are without discount. All unpaid real and tangible personal property taxes become delinquent on April 1 of the year following the year in which the taxes are levied. Delinquent real property taxes bear interest at the rate of 18% per year from April 1 until a certificate is sold at auction, from which time the interest rate is in accordance with the bid by the buyer of the certificate. Delinquent tangible personal property taxes also bear interest at a rate of 18% per year from April 1 until paid. Tax certificates for delinquent personal property taxes must be advertised for sale within 45 days after delinquency, and after May 1 the property is subject to levy, seizure and sale. 17 Florida law provides that all taxes are first liens, superior to all other liens, except United States Internal Revenue Service liens, on any property against which the taxes have been assessed, and continue in full force and effect from January 1 of the year the taxes are levied until discharged by payment or until barred pursuant to Florida law. The Tax Collector advertises tax certificates for sale once each week for 4 consecutive weeks, and sells tax certificates on or before June 1 for unpaid tax bills. Tax certificates not sold at auction become the property of the County. If the owner of real property subject to a tax certificate does not redeem the certificate within two years, the holder of the certificate is entitled to apply for a tax deed of sale, the highest bidder at such sale receiving a tax deed for the property. To redeem a tax certificate, the owner of the property must pay all delinquent taxes, the interest that accrued prior to the date of the sale of the tax certificate, charges incurred in connection with the sale of the tax certificate, omitted taxes, if any, and interest at the rate shown on the tax certificate (subject to certain statutory limitations) from the date of the sale of the tax certificate to the date of redemption. [Remainder of page intentionally blank] 18 Historical Table of Assessed Value The following table sets forth the assessed and estimated actual value of taxable property in the County for the last ten fiscal years. 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 m Value (1) Just Value 00) 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 7,807,203,863 622,046,910 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 2001 9,109,672,314 725,390,231 9,835,062,595 7,440,896,735 75.6 2002 10,539,705,283 707,941,621 11,247,646,904 8,541,205,140 75.9 2003 11,985,128,952 694,305,280 12,679,434,232 9,500,891,213 74.9 2004 13,547,372,018 693,374,322 14,240,746,340 10,684,028,933 75.0 2005 15, 705.282,117 699, 716,008 16, 416,179, 277 12,179, 995, 659 74.2% 2006 19,253,494,827 712,011,582 19,977,045,580 14,279,658,430 71.5% Source: (1) Indian River County Property Appraiser. Note: Values are established as of January 1 of the previous calendar year, i.e., January 1, 2004 taxable values apply to the fiscal year ending 2005. 19 Historical Ad Valorem Millage Rates Property Tax Rates - Direct and All Overlapping Governments Per $1,000 Assessed Value County -Wide Independent Taxing District Taxing District Fiscal Year (1) School (2) Total (3) (2) Ended County Board Other Countywide Cities Other 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 2001 5.54080 9.55700 2.70780 17.80560 3.19996 1.62899 2002 5.52340 9.08200 2.56070 17.16610 3.05086 1.61045 2003 5.41730 8.73200 2.55890 16.76220 2.97106 1.90075 2004 5.51810 8.71000 2.42150 16.64960 2.97020 2.15478 2005 5.15630 8.49900 2.9413 16.5966 1.8923 2.19420 (1) Per Florida Statutes section 200.071, no ad valorem tax millage 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. (3) Average tax rate. 20 The following table shows the amounts billed and the percent collected for ad valorem property taxes levied by the County for the last 10 fiscal years. Fiscal Total Year Tax Ended Levy 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 $37,475,209 42,507,452 43,767,639 45,087,396 47,178,979 50,599,662 53,727,318 59,184,019 65,289,186 72,306,331 76, 748, 078 Property Tax Levies and Collections Current Percent of Delinquent Tax Levy Tax Collections Collected Collections $35,835,361 40,907,378 42, 474, 085 43,498,326 44,985,116 48,936,993 52,148,971 56, 856, 770 62,668,552 70, 083,106 74,100, 048 95.62% 96.24 97.04 96.48 95.35 96.72 97.07 96.07 95.99 96.93 96.5% $667,860 15,228 93,054 65,517 132,335 108,698 158,661 95,364 7,797 7,863 2,874 Percent of Total TotalTax Collections Collections To Levy $36,503,221 40,922,606 42,567,139 43,563,843 45,117, 451 49,045,691 52,307,632 56,952,134 62,676,349 70,090,969 74,102,922 97.41% 96.27 97.26 96.62 95.63 96.93 97.36 96.23 96.00 96.94 96.60 All taxes are due and payable on November 1stof 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 of 4% in the month of November, 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. 21 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. Comparative Ratios of Bonded Debt The following table shows the comparative ratios of net bonded debt to taxable assessed valuations and net per capita bonded indebtedness for the last 10 fiscal years. Ratio of Net General Bonded Debt to Taxable Value and Net Bonded Debt Per Capita Ratio of Net Bondable Debt Net Fiscal Gross General Debt Service To Bonded Year Taxable Obligation Monies Net Bonded Assessed Debt Ended Population Value Bonded Debt Available Debt Value Per Capita 1995 100.261 $ 5,464,325,993 $15,000,000 $ 0 $15,000,000 0.0027 $149.61 1996 102,211 5, 718, 915, 081 14, 280, 000 368,731 13, 911, 269 0.0024 136.1 1997 104,605 5,940,864,817 13,535,000 661,037 12,873,963 0.0022 123.07 1998 106,675 6,159,944,874 12,755,000 885,904 11,869,096 0.0019 111.26 1999 109,579 6,420,215,433 11,945,000 1,072,959 10,872,041 0.0017 99.22 2000 112,947 6,995,948,262 11,100,000 1,357,461 9,742,539 0.0014 86.25 2001 115,716 7,440,896,735 10,125,000 1,609,998 8,605,002 0.0012 74.36 2002 118,149 8,541,205,140 19,810,000 1,085,999 18,729,001 0.0022 158.48 2003 120,271 9,500,891,213 17,725,000 684,016 17,040,984 0.0018 141.69 2004 122,251 10,684,028,933 16,080,000 867,776 15,212,224 0.0014 124.43 2005 124,212 12,179,995,659 14,385,000 1,106,353 13,278,647 0.0011 106.90 Source: (1) U.S. Census and Bureau of Business and Economic Research, University of Florida (2) Indian River County Property Appraiser 22 e Ten Largest Taxpayers The following table sets forth the 10 largest taxpayers in the County, based upon assessed valuation as of January 1, 2004 (fiscal year ending September 30, 2005). Taxpayer Percent Of Total 2005 Taxable Type of Business Taxable Value Value) Disney Vacation Development Inc. Resort $ 87,106,518 0.72% Florida Power & Light Electric Utility 74,389,385 0.61 Bellsouth Communications Telephone Utility 57,424,922 0.47 I.R Mall Association Ltd. Regional Shopping Mall 53,842,380 0.44 Windsor Properties Land Development 41,680,450 0.34 John's Island Club, Inc. Club and Golf Course 35,832,632 0.29 The New Piper Aircraft Aircraft Manufacturer 35,086,320 0.29 Adult Commmunities Total Services Retirement Community 33,407,820 0.27 Fel'lsmere Joint Venture Agricultural 31,059,035 0.25 Wal-Mart Stores Inc. Retail 27 953 002 0.23 Total (1) Total taxable value $11,971,497,469 Source: Indian River County Property Appraiser $477,782,464 3.99 Note: Values are established as of January 1 of the previous year, i.e., January 1, 2004, taxable values apply to the fiscal year ending 2003. 23 MUNICIPAL BOND INSURANCE THE COUNTY General Indian River County (the "County") was established in 1925 by an act of the Florida Legislature, separating it from St. Lucie County. The County encompasses approximately 497 square miles and is located in the middle of Florida on the eastern coast, approximately 100 miles southeast of Orlando and approximately 135 miles north of Miami. The County is bounded on the north by Brevard County, on the south by St. Lucie County, on the west by Osceola and Okeechobee Counties and on the east by the Atlantic Ocean. The City of Vero Beach is the seat of County government and the largest city in the County. Other incorporated cities located within the County are Fellsmere, Indian River Shores, Orchid and Sebastian. There are approximately 100 miles of waterfront land in the County, including about 23 miles of Atlantic beaches. 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: 24 District Commissioner Term Expires November District 1 Wesley S. Davis 2008 District 2 Arthur R. Neuberger, Chairman 2006 District 3 Gary .C. Wheeler, Vice -Chairman 2008 District 4 Thomas S. Lowther 2006 District 5 Sandra L. Bowden 2008 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 of Elections, Sheriff and Clerk of the Circuit Court who also serves as the Clerk to the Board of County Commissioners. COUNTY FINANCIAL MATTERS The County's accounting records for general governmental operations are maintained on a modified accrual basis, with revenues being recorded when available and measurable and expenditures being recorded when the services or goods are received and the liabilities are incurred. Accounting records for the County's proprietary funds are maintained on the accrual basis. The County operates on a fiscal year ("Fiscal Year") of October 1 to September 30. Potential investors are encouraged to read Management's Discussion and Analysis (MD&A) contained in the Comprehensive Annual Financial Report ("CAFR") of the County. The MD&A provides basic financial information about the County and an overview of the County's activities. Internal accounting controls for the County are designed to provide reasonable, but not absolute, assurance regarding the safeguarding of assets against loss from unauthorized use or disposition and the reliability of financial records for preparing financial statements and maintaining accountability for assets. The concept of reasonable assurance recognizes that the cost of a control should not exceed the benefits likely to be derived, and the evaluation of costs and benefits requires estimates and judgments by management. 25 Financial Statements and Annual Audit Florida law requires that the financial statements of the County be audited on an annual basis. Following the end of each fiscal year, the CAFR is prepared by the Finance Department of the County, under the supervision of the Clerk of the Circuit Court. The general purpose financial statements, as well as the combining, individual fund, account group and supporting financial statements of the County, (collectively the "Financial Statements") included in the CAFR, are audited by an independent certified public accounting firm on an annual basis. The County retains Harris, Cotherman & Associates, Vero Beach, Florida, for such services. The general purpose financial statements of the County as of and for the year ended September 30, 2005, included in this Official Statement, have been audited by Harris, Cotherman & Associates, independent auditors, as stated in their report appearing herein as Appendix A. REFERENDUM The Bonds were approved by a referendum of the voters of the County held November 2, 2004. 26 LITIGATION General The County is a defendant from time to time in various lawsuits, including, in particular, litigation related to zoning and other land use regulation matters. It is the opinion of the County Attorney that the County has meritorious defenses against current pending litigation; provided, however, that there is no assurance that the County will not incur some liability. The Bonds There is no pending or, to the knowledge of the County, threatened litigation against the County which in any way questions or affects (1) the validity of the Bonds, or any proceedings or transactions relating to their issuance, sale, delivery or payment; (2) the pledge of the Ad Valorem Taxes to secure payment of the Bonds; or (3) the collection and application of the Ad Valorem Taxes in accordance with the provisions of the Resolution. LEGAL MATTERS Legal matters incident to the issuance of Bonds and with regard to the tax- exempt status of the interest on Bonds (see "TAX EXEMPTION") are subject to the legal opinion of Bryant Miller Olive, whose fees and expenses for legal services as Bond Counsel will be paid by the County from a portion of the proceeds of$onds. The signed legal opinion, dated and premised on law in effect as of the date of original delivery of Bonds, will be delivered to the County at the time of original delivery, and the text of the opinion will be printed on the Bonds. The proposed text of the legal opinion is set forth as Appendix C hereto. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and lawon the date of delivery. The opinion will speak only as of its date, and subsequent distribution of the opinion by recirculation of the Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date. 27 Certain legal matters incident to the issuance of Bonds will be passed upon for the County by the County Attorney and by Nabors, Giblin & Nickerson, P.A., Disclosure Counsel. 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 Bonds in order that interest on the Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-compliance may cause interest on the Bonds to be included in federal gross income retroactive to the date of issuance of the 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 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 Resolution to comply with such requirements in order to maintain the exclusion from federal gross income of the interest on the Bonds. In the opinion of Bond Counsel, assuming compliance with the aforementioned covenants, under existing laws, regulations, judicial decisions and rulings, interest on the Bonds is excluded from gross income for purposes of federal income taxation. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals or corporations; however, interest on the Bonds may be subject to the alternative minimum tax when any Bond is held by a corporation. The alternative minimum taxable income of a corporation must be increased by 75% of the 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 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 Bonds. Prospective purchasers of Bonds should be aware 28 that the ownership of 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 Bonds, (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by 15% of certain items, including interest on the Bonds, (iii) the inclusion of intereston the Bonds in earnings of certain foreign corporations doing businessin the United States for purposes of a branch profits tax, (iv) the inclusion of interest on Bonds in passive income subject to federal income taxation of certain S corporations with Subchapter C earnings and profits at the close of the taxable year, and (v) the inclusion of interest on the 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 BONDS AND THE RECEIPT OR ACCRUAL. OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE REGISTERED OWNERS. PROSPECTIVE 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 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 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of 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 Bonds. Tax Treatment of Original Issue Discount Under the Code, the difference between the maturity amount of the Discount Bonds maturing in the years through , inclusive, (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 which price a substantial amount of Discount Bonds of the same maturity was sold is "original issue discount." Original issue discount will accrue over the term of such 29 Discount Bonds at a constant interest rate compounded periodically. A purchaser who acquires 'such Discount 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 of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period he holds such Discount Bonds, and will increase his adjusted basis in such Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Discount Bonds. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Discount 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 Discount 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 Discount Bonds and with respect to the state and local tax consequences of owning and disposing of such Discount Bonds. Tax Treatment of Bond Premium It is anticipated that the Series 2006 Bonds maturing in years through inclusive, will be offered at prices in excess of the principal amount thereof to achieve a yield based upon the earlier of the call date or 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 earlier of the call date or the maturity 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 theordinary course of business) is generally characterized as "bond premium". For federal income tax purposes, bond premium is amortized over the period to the earlier of the call or maturity date of a Callable Premium Bond. A bondholder will therefore be required to decrease his basis in the Callable Premium Bond by the amount of the 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 each taxable year is not deductible for federal income tax purposes. Holders of the Callable Premium Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of the 30 treatment of bond premium upon sale, redemption, or other disposition of such Series 2006 Bonds. Florida Tax Matters On the date of delivery of the Bonds, Bond Counsel will issue an opinion to the effect that under existing statutes, regulations and judicial decisions, the Bonds and the income therefrom are exempt from taxation under the laws of the 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. ADVISORS AND CONSULTANTS The County has retained certain advisors and consultants in connection with the issuance of the Bonds. These advisors and consultants are compensated from a portion of the proceeds of the Bonds, identified as "Costs of Issuance" under the heading "SOURCES AND USES OF FUNDS" herein; and their 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 First Southwest Company, 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 Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in the Official Statement. The fees of the Financial Advisor will be paid from proceeds of the Bonds and such payment is contingent upon the issuance of the Bonds. Bond Counsel and Disclosure Counsel. Bryant Miller Olive, Tallahassee, Florida, represents the County as Bond Counsel. Nabors, Giblin & Nickerson, P.A., Tampa, Florida, represents the County as Disclosure Counsel with respect to the issuance of the Bonds. The fees of Bond Counsel and Disclosure Counsel will be paid from proceeds of the Bonds, and such payment is contingent upon the issuance of the Bonds. 31 BOND RATINGS Standard & Poor's Ratings Group and Fitch Ratings have assigned ratings of "AA-" and "AA," respectively to the Bonds without regard to the policy of municipal bond insurance. Standard & Poor's Ratings Group and Fitch Ratings have assigned the Bonds the ratings of "AAA" and "AAA," respectively, based upon the issuance by [ ] of its standard policy of municipal bond insurance insuring the timely payment of the principal of and interest on the Bonds. There is no assurance that any such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment circumstances so warrant. A downward change in or withdrawal of such ratings or any of them, may have an adverse effect on the market price of the Bonds. An explanation of the significance of the ratings can be received from the rating agencies. DISCLOSURE MATTERS Certificate as to Official Statement The execution and delivery of this Official Statement has been duly authorized by the County. At the time of delivery of Bonds to the Underwriter, the County will provide to the Underwriter a certificate (which may be included in a consolidated closing certificate of the County), signed by those County officials who signed this Official Statement, relating to the accuracy and completeness of this Official Statement and to its being a "final official statement" in the judgment of the County for the purposes of SEC Rule 15c2 -12(b)(3). Continuing Disclosure In accordance with the requirements of Rule 15c2-12 (the "Rule") promulgated by the Securities and Exchange Commission, the County has agreed or will agree to provide, (i) to each nationally recognized municipal securities information repository ("NRMSIR") and, if designated by the State, the state information depository ("SID"), certain annual financial information and operating data, including audited financial 32 statements, generally consistent with the information contained under the subheadings "Historical Table of Assessed Value," "Historical Ad Valorem Millage Rates," "Property Tax Levies" and "Comparative Ratios of Bonded Debt" under the heading "AD VALOREM TAX MATTERS"; such information is expected to be available on or before June 1 of each year for the fiscal year ending on September 30 of the preceding calendar year, and will be made available, in addition to the NRMSIR's and the SID, to each holder of Bonds who makes request for such information; provided, that if audited financial statements are not available by June 1, the County will provide unaudited financialstatements at the time the foregoing information is distributed; (ii) in a timely manner, to each NRMSIR or to the Municipal Securities Rulemaking Board ("MSRB") and to the SID, notice of the occurrence of any of the following events with respect to the Bonds, if material: difficulties, difficulties, perform, (a) principal and interest payment delinquencies, (b) non-paymentrelated defaults, (c) unscheduled draws on debt service reserves reflecting financial (d) unscheduled draws on credit enhancements reflecting financial (e) substitution of credit or liquidity providers, or their failure to (f) the security, adverse tax opinions or events affecting the tax-exempt status of (g) modifications to rights of security holders, (h) bond calls, (i) defeasances, (j) release, substitution, or sale of property securing repayment of the securities, and 33 (k) rating changes; (iii) in a timely manner, to each NRMSIR or to the .MSRB and to the SID, notice of a failure by the County to provide the required annual financial information on or before the date specified in its written continuing disclosure undertaking. The County reserves the right to modify from time to time the specific types of information provided or the format of the presentation of such information, to the extent necessary 'or appropriate in the judgment of the County; provided, that the County agrees that any such modification will be done in a manner consistent with the Rule. The County reserves the right to terminate its obligation to provide annual financial information and notices of material events, as set forth above, if and when the County no longer remains an "obligated person" with respect to the Bonds within the meaning of the Rule. The County acknowledges that its undertaking pursuant to the Rule described under this subheading is intended to be for the benefit of the owners of the Bonds and shall be enforceable by the owners; provided, that the right to enforce the provisions of this undertaking shall be limited to a right to obtain specific enforcement of the County's obligations hereunder, and any failure by the County to comply with the provisions of this undertaking shall not be an event of default with respect to the Bonds under the Resolution. The requirements of (i) above, do not necessitate the preparation of any separate annual report addressing only the Bonds. The requirements of (i) may be met by the filing of a combined bond report or the County's Comprehensive Annual Financial Report; provided, such report includes all of the required information and is available by June 1. Additionally, the County may incorporate any information provided in any prior filing with each NRMSIR or included in any final official statement of the County, provided such final official statement is filed with the MSRB. 34 MISCELLANEOUS The references, excerpts and summaries of all documents, resolutions and ordinances referenced herein do not purport to be complete statements of the provisions of such documents, resolutions and ordinances, and reference is directed to all such documents, resolutions and ordinances for full and complete statements of all matters of fact relating to Bonds, the security for and the repayment of Bonds and the rights and obligations of the holders thereof. INDIAN RIVER COUNTY, FLORIDA Arthur R. Neuberger, Chairman Board of County Commissioners Joseph A. J. Baird County Administrator 35 EXHIBIT D FORM OF 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 $ General Obligation Bonds, Series 2006 (the "Bonds"). The Series 2006 Bonds are being issued pursuant to Chapter 125, Florida Statutes, Resolution No. 2004-062 (the "Referendum Resolution), adopted by the Board of County Commissioners (the "Board") on June 22, 2004, as supplemented by Resolution 2005-059, adopted May 17, 2005 (the "Bond Resolution"), as further supplemented (herein, collectively, the "Referendum Resolution and the Bond Resolution are hereinafter referred to as the "Resolution") and by the vote of the electors of the County on November 2, 2004, in accordance with Chapter 100, Florida Statutes; and the Referendum Resolution (the "Referendum"). 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 Bondholders and in order to assist the original underwriters of the 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 June 30 of each year, commencing June 30, 2007, 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 June 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 June 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 1 (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 Bonds (as amended, the "Official Statement"), as set forth below: 1. Updates of information set forth in the Official Statement under the principal caption"AD VALOREM TAX MATTERS" but only to the extent of the tabular information therein. 2. Description of any indebtedness payable in whole or in part from Ad Valorem Taxes (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 Bonds or the County's ability to satisfy its payment obligations with respect to the 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 Bonds; (G) Modifications to rights of Bondholders; (H) Calls on the Bonds; (I) Defeasance of the Bonds; 2 (J) Release, substitution, or sale of property securing repayment of the 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 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. 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 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: DPC Data Inc. One Executive Drive Fort Lee, New Jersey 07024 (201) 346-0701 (phone) (201) 947-0107 (fax) Email: nrmsir@dpcdata.com FT Interactive Data Attn: NRMSIR 100 William Street New York, New York 10038 (212) 771-6999 (phone) (212) 771-7390 (fax for secondary market information) (212) 771-7391 (fax for primary market information) Email: NRMSIR@FTID.com 3 Bloomberg Municipal Repository 100 Business Park Skillman, NJ 08558 (609) 279-2066 (phone) (609) 279-5962 (fax) Email: Munis@Bloomberg.com Standard & Poor's Securities Evaluations, Inc. 55 Water Street 45th Floor New York, New York 10041 (212) 438-4595 (phone) (212) 438-3975 (fax) Email: nrmsir_repository@sandp.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 or by visiting the SEC's website at "www.sec.gov/info/municipaUnrmsir." 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 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, "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 Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (B) is treated as the owner of any 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 4 J 4 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 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 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. 5 SECTION 12. OBLIGATED PERSONS. If any person, other than the County, becomes an Obligated Person (as defined in the Rule) relating to the 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: June , 2006 INDIAN RIVER COUNTY, FLORIDA By: Chairman, Board of County Commissioners 6