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HomeMy WebLinkAbout2005-059RESOLUTION NO. 2005- 059 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN_ RIVER COUNTY, FLORIDA PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS OR NOTES OF INDIAN RIVER COUNTY, FLORIDA IN ONE OR MORE SERIES, IN AN AMOUNT NOT TO EXCEED $50,000,000 AGGREGATE PRINCIPAL AMOUNT TO FINANCE THE COST OF ACQUIRING LANDS TO PROTECT WATER RESOURCES AND DRINKING WATER, ENVIRONMENTALLY SIGNIFICANT LANDS, HISTORIC SITES,. AGRICULTURAL LANDS, AND LANDS FOR OPEN SPACES AND/OR WILDLIFE HABITAT; PROVIDING FOR THE PAYMENT OF THE BONDS FROM AD VALOREM TAXES OF THE COUNTY; PROVIDING FOR THE RIGHTS, REMEDIES AND SECURITY OF THE HOLDERS OF SUCH BONDS; MAKING OTHER COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR CERTAIN MATTERS WITH RESPECT THERETO AND AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the Constitution of Florida, Section 125.01, Florida Statutes, and other applicable law; Resolution No. 2004-062 of the Board of County Commissioners of Indian River County, Florida, adopted June 22, 2004; and the vote of the electors of Indian River County, Florida on November 2, 2004, in accordance with Chapter 100, Florida Statutes. SECTION 2. FINDINGS. It is hereby found and determined: (A) The acquisition of lands to protect. water resources and drinking water, environmentally significant land, historic sites, agricultural lands and lands for open spaces and/or wildlife habitat constitutes a public purpose for which bonds payable from county ad valorem taxes may be issued pursuant to the Constitution of the State of Florida and Chapter 125 Florida Statutes, as amended. (B) On June 22, 2004, the Board of County Commissioners of Indian River County, Florida, did adopt its Resolution No. 2004-062 entitled: A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, CALLING A BOND REFERENDUM. ELECTION FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS; PROVIDING THE FORM OF THE BALLOT TITLE AND THE BOND REFERENDUM QUESTION; PROVIDING FOR THE PLACES OF VOTING, PRINTING OF BALLOTS AND BOND REFERENDUM ELECTION PROCEDURE; PROVIDING FOR EFFECT OF REFERENDUM RESULTS; PROVIDING FOR A GENERAL DESCRIPTION OF THE PROJECTS TO BE FUNDED BY THE BONDS ISSUED PURSUANT TO THE BOND REFERENDUM QUESTION; PROVIDING AUTHORIZATION FOR NECESSARY ACTION; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. Resolution No. 2004-062 fixed the date of said election to be November 2, 2004, did fix the form of ballot to be used in said election and did provide for the publication of notice of said election all in accordance with Chapter 100, Florida Statutes, and other applicable laws. (C) Notice of said Bond election was duly published on October 1, 2004, October 10, 2004 and October 12, 2004, in the Vero Beach Press Journal, a newspaper of general circulation in Indian River County. (D) The election was duly held and conducted in all respects according to law. At the election, 37,946 electors voted in favor of the issuance of the Bonds and 18,272 voted against the issuance of the Bonds to finance the cost of acquiring lands to protect water resources and drinking water, environmentally significant land, historic sites, agricultural lands and lands for open spaces and/or wildlife habitat in Indian River County. (E) Returns of said election were duly made to the County Commissioners of Indian River County, Florida, canvassed by the Indian River County Canvassing Board and certified as required by law. (F) The Bonds so approved will be issued to acquire lands to protect water resources and drinking water, environmentally significant land, historic sites, agricultural lands and lands for open spaces and/or wildlife habitat, as more specifically set forth herein. SECTION 3. DEFINITIONS. As used in this Resolution: "ACQUISITION FUND" shall mean the "Indian River County General Obligation Bonds, Project and Acquisition Fund" created pursuant to Section 15 of this Resolution. "AUTHORIZED INVESTMENTS"" shall mean all investments authorized under Section 125.31, Florida Statutes. "BONDS" means the not to exceed $50,000,000 aggregate principal amount of Indian River County, Florida, General Obligations Bonds, to be issued pursuant to this Resolution. "COUNTY" means Indian River County, Florida. "CLERK" means the Clerk of Circuit Court of Indian River County, Florida. "DEBT SERVICE FUND" shall mean the "Indian River County, Florida General Obligation Bonds, Debt Service Fund" created pursuant to Section 16 of this Resolution. "FEDERAL SECURITIES" shall mean direct obligations of (including obligations issued or held in book entry form on the books of) the Department of Treasury of the United States of America or obligations guaranteed as to principal or interest by the United States of America. "FISCAL YEAR" shall mean that period commencing on October 1 and continuing to and including the next succeeding September 30, or such other annual period as may be prescribed by law. • "OWNER" shall mean any person who shall be the registered owner of any outstanding Bond. "PAYING AGENT" shall mean a trust company or a bank with trust powers appointed from time to time by subsequent resolution of the County to serve under this Resolution. Nothing herein shall, how -ever, prohibit the Clerk from serving as Paying Agent hereunder if approved by subsequent resolution of the County. "PROJECTS" means 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. "REGISTRAR" shall mean a trust company or bank with trust powers appointed from time to time by subsequent resolution of the County to serve under this Resolution. Nothing herein shall, however, prohibit the Clerk from serving as. Registrar hereunder if approved by subsequent resolution of the County. "SERIAL BONDS" shall mean the Bonds issued hereunder other than Term Bonds which shall be stated to mature annually. "TERM BONDS" shall mean the Bonds issued hereunder which shall be stated to mature on one date and for the amortization of which mandatory payments are required to be made into the Debt Service Fund. 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, 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 interestthereon shall be 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 without limit on all taxable property in the County as provided herein; provided, however, that the Bonds shall be structured 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 Bonds shall not exceed 1/2 mil of the then assessed value of all lands situated in the County subject to ad valorem taxation. 3 SECTION 5. DESCRIPTION OF BONDS. The Bonds shall be issued as fully registered Bonds, may be issued in one or more series, shall contain a series designation indicating the year of issuance and shall be numbered consecutively from one upward within each series of Bonds; shall be in the denomination of $5,000 each or integral multiples thereof; shall bear interest at such rate or rates not exceeding the maximum legal rate allowable by law, as shall be determined at or before the time of sale thereof, such interest to be payable semi-annually, may be Serial Bonds and\or Term Bonds, shall be dated and shall mature on such dates and in such years, but in no event exceeding fifteen (15) years from their date of issuance and in such amounts, all as shall be determined by subsequent resolution or resolutions of the County Commission adopted on or prior to the sale thereof. Each Bondshall bear interest from the interest payment date next preceding the date on which it is authenticated, unless authenticated on an interest payment date, in which case it shall bear interest from such interest payment date, or, unless authenticated prior to the first interest payment date, in which case it shall bear interest from its dated date; provided, however, that if at the time of authentication interest is in default, such Bond shall bear interest from the date to which interest shall have been paid. The principal of and the interest on the Bonds shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The principal of the Bonds shall be payable only to the registered Owner or his legal representative at the principal corporate trust office of the Paying Agent, and payment of the interest on the Bonds shall be made by the Paying Agent on each interest payment date to the person appearing on the registration books of the Registrar hereinafter provided for 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. Payment of the principal of all Bonds shall be made upon the presentation and surrender of such Bonds at the principal corporate trust office of the Registrar as the same shall become due and payable. Notwithstanding any other provisions of this Section, the County may, at its option, prior to the date of issuance of the Bonds, elect to use an immobilization system or pure book - entry system with respect to issuance of such Bonds, provided adequate records will be kept with respect to the ownership of such obligations issued in book -entry form or the beneficial ownership of Bonds issued in the name of a nominee. As long as any Bonds are outstanding in book -entry form, the provisions of this Resolution in conflict with such system of registration shall not be applicable to such obligations. The provisions of such system ofbook-entry-only registration shall be set forth in a subsequent resolution of the County adopted at or prior to the sale of the Bonds. SECTION 6. EXECUTION OF BONDS. The Bonds shall be manually signed by, or bear the facsimile signature of the Chairman of the County Commission and shall be manually signed by, or bear the facsimile signature of, the County Clerk and a facsimile of the official seal of the County shall be imprinted on the Bonds. 4 In case any officer whose signature or a facsimile of whose signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery. Any Bond may bear the facsimile signature of or may be manually signed by such persons who, at the actual time of the execution of such Bond, shall be the proper officers to sign such Bonds although at the date of such Bond such persons may not have been such officers. SECTION 7. AUTHENTICATION OF BONDS. Only such of the Bonds as shall have endorsed thereon a certificate of authentication substantially in the form hereinbelow set forth, duly executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security under this Resolution. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Registrar, and such certificate of the Registrar upon any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The Registrar's certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the Registrar, but it shall not be necessary that the same officer sign .the certificate of authentication of all of the Bonds that may be issued hereunder at any one time. SECTION 8. EXCHANGE OF BONDS. Any Bonds, upon surrender thereof at the principal corporate trust office of the Registrar, together with an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the Registrar, may, at the option of the Owner, be exchanged for an aggregate principal amount of Bonds equal to the principal amount of the Bond or Bonds so surrendered. The Registrar shall make provision for the exchange of Bonds at the principal corporate trust office of the Registrar. SECTION 9. NEGOTIABILITY, REGISTRATION AND TRANSFER OF BONDS. The Registrar shall keep books for the registration of Bonds and for the registration of transfers of Bonds as provided in this Resolution. The transfer of any Bonds may be registered only upon such books and only upon surrender thereof to the Registrar together with an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the Registrar. Upon any such registration of transfer the County shall execute and the Registrar shall authenticate and deliver in exchange for such Bond, a new Bond or Bonds registered in the name of the transferee, and in an aggregate principal amount equal to the principal amount of such Bond or Bonds so surrendered. In all cases in which Bonds shall be exchanged, the County shall execute and the Registrar shall authenticate and deliver, at the earliest practicable time, Bonds in accordance with the provisions of this Resolution. All Bonds surrendered in any such exchange or registration of transfer shall forthwith be canceled by the Registrar. The County or the Registrar may make a charge for every such exchange or registration of transfer of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer, but no other charge shall be made to any Owner for the privilege of exchanging or registering the transfer of Bonds under the provisions of this 5 Resolution. Neither the County nor the Registrar shall be required to make any such exchange or registration of transfer of Bonds during the fifteen (15) days immediately preceding any interest payment date. SECTION 10. OWNERSHIP OF BONDS. The person in whose name any Bond shall be registered shall 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 such Bond, and the interest on any such Bonds, shall be made only to or upon the order of the registered Owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond including the premium, if any, and interest thereon to the extent of the sum or sums so paid. SECTION 11. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the County may in its discretion cause to be executed, and the Registrar shall authenticate and deliver, a new Bond of like date and tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the. Owner furnishing the County and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the County and the Registrar may prescribe and paying such expenses as. the County and the Registrar may incur. All Bonds so surrendered shall be canceled by the County. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the County may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section shall constitute original, additional contractual obligations on the part of the County whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as herein -after pledged, to the same extent as all other Bonds issued here -under. SECTION 12. PROVISIONS FOR REDEMPTION. The Bonds shall be subject to redemption prior to their maturity, at the option of the County, at such times and in such manner as shall be fixed by resolution of the County prior to or at the time of sale of the Bonds. Notice of such redemption shall, not less than thirty (30) and not more than sixty (60) days prior to the redemption date, be filed with the Registrar, and mailed, postage prepaid, to all Owners of Bonds to be redeemed at their addresses as they appear on the registration books hereinbefore provided for, but failure to mail such notice to one or more Owners of Bonds shall not affect the validity of the proceedings for such redemption with respect to Owners of Bonds to which notice was duly mailed hereunder. Each such notice shall 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. 6 Upon surrender, of any Bond for redemption in part only, the Registrar shall authenticate and deliver to the Owner thereof, the cost of which shall be paid by the. County, a new Bond of an authorized denomination equal to the unredeemed portion of the Bond surrendered. SECTION 13. FORM OF BONDS. The text of the Bonds shall be in substantially the form attached hereto as Exhibit A and incorporated herein by reference as if fully set forth herein, with such omissions, insertions and variations as may be necessary and desirable and authorized and permitted by this Resolution or by any subsequent resolution adopted prior to the issuance thereof. SECTION 14. SALE OF BONDS. The Bonds shall be issued and sold at public sale or negotiated sale in such manner and at such price or prices consistent with the applicable statutes, all at one time or in installments from time to time, as shall be hereafter determined by the County Commission in a subsequent resolution or resolutions. SECTION 15. APPLICATION OF BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the 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 hereinafter created and shall be used only for the purpose of paying interest coming due on the Bonds. (B) To the extent not reimbursed therefor by the original purchaser of the Bonds, the County shall pay all costs and expenses in connection with the preparation, sale, issuance and delivery of the Bonds. (C) The remainder of the proceeds of the sale of the Bonds shall be deposited in the "Indian River County General Obligation Bonds, Project Acquisition Fund" (the "Acquisition Fund") hereby created, which shall be a trust fund for the benefit of the Owners of the Bonds, and used only for the costs of the Projects. The proceeds of the sale of the 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 Bonds. Moneys in the Acquisition Fund may from time to time be invested in Authorized Investments. SECTION 16. LEVY OF AD VALOREM TAXES. (A) There is hereby created the "Indian River County General Obligation Bonds, Debt Service Fund" (the "Debt Service Fund") which shall be a trust fund for the benefit of the Owners of the Bonds. Within the Debt Service Fund there shall be established an Interest Account and a Principal Account. There is hereby created a lien upon any and all moneys deposited in such Debt Service Fund in favor of the Owners of the Bonds until applied as provided herein. Pursuant to Resolution No. 2004-062 and this Resolution, in each Fiscal Year while any of the 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 Bonds as the same becomes due and payable, and to provide for the payment of the principal and redemption premium, if any, of said Bonds at their maturity or stated redemption date, and the County is, and shall be, irrevocably and 7 unconditionally obligated to levy and collect such ad valorem taxes without limitation as to rate or amount on all the taxable property within the County, sufficient in amount to pay all principal and redemption premium, if any, and interest on said Bonds as the same shall mature and become due. All taxes levied pursuant to this Resolution, as collected, shall be paid over for deposit in the Debt Service Fund and held in trust for the payment of the principal of and interest on the Bonds as they severally become due and shall be expended for no other purpose. Until disbursed, the funds shall be secured as may from time to time be provided by law and as may be provided by resolution of the County Commissioners. Funds in the Debt Service Fund may be invested from time to time in Authorized Investments. (B) The moneys at any time on deposit in the Debt Service Fund shall be disposed of only in the following manner: (i) moneys shall first be used, to the full extent necessary, for deposit into the Interest Account in the Debt Service Fund to pay interest becoming due on the Bonds on the next semiannual interest payment date; provided, however, that deposits for interest shall not be required to be made into the Interest Account to the extent that money on deposit therein is sufficient for such purpose. (ii) moneys shall next be used, to the full extent necessary, for deposit into the Principal Account in the Debt Service Fund to pay principal becoming due or scheduled redemption payments on the Bonds on the next principal payment date or date established for redemption; provided, however, that deposits for principal shall not be required to be made into the Principal Account to the extent that money on deposit therein is sufficient for such purpose. (C) In the event moneys remain in the Acquisition Fund or the Debt Service Fund (including any accounts therein) upon payment in full of all amounts payable hereunder, all such excess amounts representing (a) investment income and, (b) moneys remaining in the Acquisition Fund or the Debt Service Fund (including any accounts therein), shall be deposited into the County's general fund to be used by the County for any lawful purpose, subject to the arbitrage rebate provisions of the Internal Revenue Code of 1986, unless otherwise directed by subsequent resolution of the County. (D) The designation and establishment of funds and accounts in and by this Resolution shall not be construed to require the establishment of any completely independent funds and accounts, but rather is intended solely to constitute an allocation of moneys collected and to be held pursuant to the, terms of this Resolution. All income and earnings from the investment and reinvestment of moneys shall be retained in the respective fund or account from which such investment was made and shall be a credit against deposits required by this Resolution. SECTION 17. TAX COVENANT. No use will be made of the proceeds of the Bonds, which, if such use were reasonably expected on the date of issuance of the Bonds, would cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1986. The County at all times while the Bonds and the interest thereon are outstanding will comply with the requirements of the Internal Revenue Code of 1986 and any valid and applicable rules and 8 regulations promulgated thereunder. The County will comply with the requirements of the Internal Revenue Code of 1986, as amended, and any valid and applicable rules and regulations promulgated thereunder necessary to maintain the exclusion from gross income of interest on the Bonds, including the creation of any funds and/or accounts required in that regard. The County covenants and agrees to make any and all payments required to be made to the United States Department of the Treasury in connection with the Bonds pursuant to Section 148(f) of the Code from amounts on deposit in the funds and accounts established in connection with the Bonds or from other legally available funds of the County. SECTION 18. OWNERS NOT RESPONSIBLE FOR APPLICATION OF BOND PROCEEDS. The Owners of the Bonds issued hereunder shall have no responsibility for the use of the proceeds of said Bonds, and the use of such Bond proceeds by the County shall in no way affect the rights of such Owners. The County shall be irrevocably obligated to continue to levy and collect the ad valorem taxes as provided herein to pay the principal of and interest on said Bonds annually as they become due and to make all other payments provided for herein from said ad valorem taxes notwithstanding any failure of the County to use and apply such Bond proceeds in the manner provided herein. SECTION 19. MODIFICATION OR AMENDMENT. No material modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the Owners of two-thirds (2/3) or more in the principal amount of the Bonds then outstanding responding to the County's written request for such- consent provided by certified mail; provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon or in the amount of the principal obligation thereof or affecting the promise of the County to pay the principal of and interest on the Bonds as the same shall become due or reduce the percentage of the Owners of the Bonds required to consent to any material modification or amendment hereof without the consent of the Owner or Owners of all such Bonds. Notwithstanding the foregoing, this Resolution may be amended, changed, modified and altered without the consent of the Owners of the Bonds, (i) to cure any ambiguity, correct or supplement any provision contained herein which may be defective or inconsistent with any other provision contained herein, (ii) to provide other changes which will provide additional security to the Owners of the Bonds, or (iii) to maintain the exclusion of interest on the Bonds from gross income for Federal income tax purposes. SECTION 20 DEFEASANCE. If the County shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Bonds the principal or redemption price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Resolution, then the pledge of the full faith and credit and taxing power of the County, and all covenants, agreements and other obligations of the County to the Owners, shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Paying Agent shall pay over or deliver to the County all money or securities held by them pursuant to this Resolution which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption. 9 Any Bonds or interest installments appertaining thereto, whether at or prior to the maturity or redemption date of such Bonds, shall be deemed to have been paid within the meaning of this Section 20 if (A) in case any such Bonds are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and (B) there shall have been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the County either moneys in an amount which shall be sufficient, or Federal Securities the principal of and• the interest on which when due will provide moneys which, together with the moneys, if any, deposited with such bank or trust company at the same time shall be sufficient, to pay the principal of or redemption price, if applicable, and interest due and to become due on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be. Except as hereafter provided, neither the Federal Securities nor any moneys so deposited with such bank or trust company nor any moneys received by such bank or trust company on account of principal of or redemption price, if applicable, or interest on said Federal Securities shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of or redemption price, if applicable, of the Bonds for the payment or redemption of which they were deposited and the interest accruing thereon to the date of maturity or redemption; provided, however, the Issuer may substitute new Federal Securities and moneys for the deposited Federal Securities and moneys if the new Federal Securities and moneys are sufficient to pay the principal of or redemption price, if applicable, and interest on the obligations being refunded. In the event the Bonds for which moneys are to be deposited for the payment thereof in accordance with this Section 20 are not by their terms subject to redemption within the next succeeding sixty (60) days, the County shall cause the Registrar to mail a notice to the Owners of such Bonds that the deposit required by this Section 20 of moneys or Federal Securities has been made and said Bonds are deemed to be paid in accordance with the provisions of this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal of or redemption price, if applicable, and interest on said Bonds. Nothing herein shall be deemed to require the County to call any of the outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the County in determining whether to exercise any such option for early redemption. SECTION 21. BOND ANTICIPATION NOTES AUTHORIZED. In anticipation of the receipt of the proceeds of the sale of the Bonds, the County shall have power to borrow money for the purposes for which the Bonds are to be issued and to execute Bond Anticipation Notes within the authorized maximum amount of the Bonds in accordance with and subject to the provisions of Section 215.431, Florida Statutes. 10 SECTION 22. SALE OF BONDS. The Bonds shall be issued and sold at one time or from time to time, in such manner and at such price or prices consistent with the provisions of the laws of the State of Florida as shall. hereafter be determined by subsequent resolution of the County. SECTION 23. REMEDIES.. Any Owner of the Bonds, to the full extent permitted by the laws of the State of Florida or the United States of America, may sue•to protect and enforce any and all legal rights granted hereunder and to enforce and compel the performance of all duties required by this Resolution. SECTION 24. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of arty of the other provisions hereof or of the Bonds issued hereunder. SECTION 25. REPEALING CLAUSE. All resolutions or parts thereof of the County in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. SECTION 26. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED the 17th day of May, 2005. BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA ATTEST: County Clerk D�G 11 6,3f -e -- Chairman Thomas S. Lowther APPR AN �. B ED AS TO FORM L SUEFICIE ARIANE.F.r.- SSISTANT COUNTY ATTORNEY No. R - EXHIBIT A FORM OF BOND UNITED STATES OF AMERICA INDIAN RIVER COUNTY, FLORIDA GENERAL OBLIGATION BOND, SERIES [TO BE DETERMINED] Interest Rate Maturity Date Date of Original Issue CUSIP 1, 200_ Registered Holder: Principal Amount: Indian River County, Florida, (the "County"), for value received, hereby promises to pay to the Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and to pay interest on such Principal Amount from the Date of Original Issue identified above or from the most recent interest payment date to which interest has been paid at the Interest Rate per annum identified above on pt and 1st of each year commencing 1, 200_ until such Principal. Amount shall have been paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Such Principal Amount and interest and the premium, if any, on this Bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Such Principal Amount and the premium, if any, on this Bond, are payable at the principal corporate trust office of , as Paying Agent (the "Paying Agent"). Interest payable on any Bond on arty interest payment date will be paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day of the calendar month (whether or not a business day) next preceding the month in which such interest payment is due. In lieu of payment by check or draft, and at the request and expense of such Holder, payment may be made by bank wire transfer for the account of such Holder. A-1 This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $ (the "Bonds") of like date, tenor and effect, except as to number, maturity, interest rate and redemption provisions, issued to finance the cost of the acquisition of lands to protect water resources and drinking water, environmentally significant land, historic sites, agricultural lands and lands for open spaces and/or wildlife habitat (the "Projects"), and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Florida Statutes, Article VII, Section 12 of the Florida Constitution, and a Resolution of the County, duly adopted by the Board of County Commissioners on May , 2005, as amended and supplemented (the "Resolution") and is subject to all the terms and conditions of such Resolution. It is hereby certified and recited that all acts, conditions and things required to exist, to This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $ (the "Bonds") of like date, tenor and effect, except as to number, maturity, interest rate and redemption provisions, issued to finance the cost of the acquisition of lands to protect water resources and drinking water, environmentally significant land, historic sites, agricultural lands and lands for open spaces and/or wildlife habitat (the "Projects"), and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Florida Statutes, Article VII, Section 12 of the Florida Constitution, and a Resolution of the County, duly adopted by the Board of County Commissioners on May , 2005, as amended and supplemented (the "Resolution") and is subject to all the terms and conditions of such Resolution. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond exist, 'have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds of this issue does not violate any constitutional, statutory, or charter limitation or provision, and that provision has been made for the collection of a direct annual tax, without limitation as to rate or amount, on all property in the County taxable for such purpose sufficient to pay and discharge the principal and interest on the Bonds, for the payment of which the full faith, credit and taxing power of the County are irrevocably pledged. The Bonds shall be subject to redemption prior to their maturity at the option of the County. (Insert Optional or Mandatory Redemption Provisions) Notice of such redemption shall be given in the manner required by the Resolution. Reference to the Resolution is hereby made for a description of the funds charged with and pledged to the payment of the principal of interest on the Bonds, the nature and extent of the security for the payment of the Bonds, a statement of the rights, duties and obligations of the County, the rights of the holders of the Bonds, to all the provisions of which Resolution the holder hereof by the acceptance of this Bond assents. The transfer of this Bond is registrable by the Bondholder hereof in person or by his attorney or legal representative at the principal corporate trust office of the Registrar but only in the manner and subject to the conditions provided in the Resolution and upon surrender and cancellation of this Bond. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Resolution until it shall have been authenticated by the execution by the Registrar of the certificate of authentication endorsed hereon. A-2 IN WITNESS WHEREOF, the County, acting by and through the Commission, has issued this Bond and has caused the same to be signed by its Chairman and attested to by the Clerk of the Circuit Court for the County (the signatures of the Chairman and the Clerk being authorized to be facsimile of such officers' signatures) and its seal or a facsimile of thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the day of , 200_. (SEAL) ATTEST: (manual or facsimile) Clerk, Jeffrey K. Barton INDIAN RIVER COUNTY, FLORIDA By its Board of County Commissioners (manual or facsimile) Chairman, Thomas S. Lowther CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds issued under the provisions of the within -mentioned Resolution. Date of Authentication: A-3 Registrar, as Authenticating Agent By: (manual signature) Authorized Signatory ASSIGNMENT AND TRANSFER FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or other identifying number of assignee) the attached Bond of Indian River County, Florida, and does hereby constitute and appoint , attorney, to transfer the said Bond on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed by: [member firm of the New York Stock Exchange or a commercial bank or a trust company.] By: Title: NOTICE: No transfer will be registered and no new Bonds will be issued in the name of the Transferee, unless the signature to this assignment corresponds the name as it appears upon the face of the within Bond in particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. A-4