Loading...
HomeMy WebLinkAbout2003-075INDIAN RIVER COUNTY, FLORIDA RESOLUTION NO. 2003-075 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA AUTHORIZING THE REFUNDING OF CERTAIN OUTSTANDING RECREATIONAL REVENUE REFUNDING BONDS OF THE COUNTY; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $7,500,000 RECREATIONAL REVENUE REFUNDING BONDS, SERIES 2003, TO PROVIDE FUNDS FOR SAID REFUNDING; PROVIDING FOR THE RIGHTS OF THE REGISTERED OWNERS OF SAID BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR RESOLUTION. This Resolution is adopted pursuant to Chapter 125, Florida Statutes, Ordinance No. 95-16 of the County, as amended, and other applicable provisions of law. SECTION 2. DEFINITIONS. The following terms shall have the following meanings in this Resolution, unless the context otherwise clearly requires: "Act" shall mean Chapter 125, Florida Statutes, Ordinance No. 95-16 of the County, as amended, and other applicable provisions of law. "Additional Parity Bonds" shall mean additional bonds issued in compliance with the terms, conditions and limitations contained herein which have an equal lien on the Pledged Funds, as herein defined, and rank equally in all respects with all other Bonds, issued hereunder as to lien and security for payment. "Authorized Denominations" shall mean $5,000 in principal amount, and any integral multiple of $5,000. "Authorized Investments" shall mean those investments permitted by the County's Investment Policy, as amended from time to time, as such investments for any series of Bonds may be added to or limited pursuant to a subsequent resolution adopted by the Board prior to issuance of such series of Bonds, and such other investments as are approved by the Bond Insurer for the respective series of Bonds, provided that such investments are at the time lawful investments for the funds involved under the laws of the State of Florida, including without limitation Section 218, Part IV, Florida Statutes. "Board" shall mean the Board of County Commissioners of Indian River County, Florida. "Bond Insurance Policy" shall mean the municipal bond insurance policy issued by a Bond Insurer insuring the payment when due of the principal of and interest on a series of Bonds. "Bonds" shall mean the Series 2003 Bonds together with any Additional Parity Bonds hereafter issued hereunder. "Bond Insurer" shall mean the municipal bond insurer designated by subsequent resolution of the county, to issue a Bond Insurance Policy for a series of Bonds. "Bond Registrar" shall mean with respect to any particular series of Bonds issued hereunder the bond registrar for said series of Bonds to be determined by subsequent resolution of the Board, which shall be a bank with trust powers or a trust company. "Code" shall mean the Internal Revenue Code of 1986, as amended, and any similar subsequent federal revenue laws. Any reference to a particular section, subsection, etc., of the Code shall also refer to the similar section, subsection, etc., of any similar subsequent federal revenue law. "County" shall mean Indian River County, Florida, a political subdivision of the State of Florida. "Federal Securities" shall mean direct obligations of the United States of America, which are not redeemable prior to maturity at the option of the obligor, including without limitation such obligations issued or held in book entry form on the books of the United States of America. "Fiscal Year" shall mean the period beginning with and including October first of each year and ending with and including the next September 30. "Gross Revenues" shall mean all income and earnings derived from the operation of the Recreational Facilities; and any income from the investment of money in the funds and accounts herein established for the payment of the principal of, interest and premium, if any, on the Bonds. "Half -Cent Sales Tax" shall mean the portion of the proceeds of the local government half -cent sales tax on deposit from time to time in the Local Government Half -Cent Sales Tax Clearing Trust Fund in the State Treasury of the State of Florida, allocated for and as distributed monthly to the County pursuant to Chapter 218, Part VI, Florida Statutes. "Interest Payment Date" shall mean the first day of March and September, commencing on March 1, 2004 with respect to the Series 2003 Bonds. "Net Revenues" shall mean the Gross Revenues less Operating Expenses. 2 "Operating Expenses" shall mean the current expenses paid or accrued for the operation, maintenance and repair of the Recreational Facilities, as determined in accordance with generally accepted accounting procedures, and shall include, without limiting the generality of the foregoing, insurance premiums, administrative expenses of the County related solely to the Recreational Facilities and costs of labor, materials and supplies, but shall exclude any reserves for renewals and replacements, extraordinary repairs and any allowances for depreciation. "Paying Agent" shall mean with respect to any particular series of Bonds issued hereunder the paying agent for said series of Bonds to be determined by subsequent resolution of the Board, which shall be a bank with trust powers or a trust company. "Pledged Funds" shall mean the Net Revenues, Racetrack and Jai Alai Fronton Funds, seven percent (7%) of the Half -Cent Sales Tax and the other revenues and funds pledged in connection with the Bonds, all in the manner and to the extent provided herein. "Qualified Independent Consultant" shall mean a qualified and recognized independent consultant retained by the County to perform the acts and carry out the duties herein provided for the Qualified Independent Consultant, which consultant, if appropriate, may be the certified public accountants retained, from time to time, to prepare the annual audit of the County, and which consultant shall have a favorable reputation for skill and experience with respect to the acts and duties to be provided hereunder. "Racetrack and Jai Alai Fronton Funds" shall mean sales tax revenues of the State as distributed to the County, pursuant to Section 212.20(6)(d)7.a., Florida Statutes, as amended, which distribution is in lieu of funds formerly distributed under Section 550.135, Florida Statutes, prior to July 1, 2000. "Record Date" shall mean the fifteenth (15th) day of the month immediately preceding an interest or other applicable payment date for the Bonds. "Recreational Facilities" shall mean the properties and assets, real and personal, tangible and intangible, owned and/or operated by the County as of the date of adoption of this Resolution used or useful for two (2) public golf courses and related clubhouse facilities and all properties and assets thereafter acquired or constructed as improvements, additions or expansions thereof. "Refunded Bonds" shall mean the outstanding Series 1993 Bonds. "Refunded Bonds Paying Agent" shall mean Wachovia Bank National Association. "Registered Owner", "Bondholder", "holder" or any similar term shall mean any person who shall be the owner of any outstanding Bond or Bonds as shown on the books of the County maintained by the Bond Registrar. "Resolution" shall mean this resolution, as amended and supplemented from time to time. 3 a "Reserve Account Requirement" shall mean, with respect to each series of Bonds, the lesser of (i) an amount equal to ten percent (10%) of the proceeds of each respective series of Bonds, (ii) the maximum amount of principal and interest on the respective series of Bonds becoming due in any ensuing Fiscal Year; or (iii) 125% of the average annual amount of principal and interest on the respective series of Bonds becoming due in ensuing Fiscal Years. "Reserve Account Surety" shall mean the provider of a Reserve Account Credit Instrument designated by subsequent resolution of the County for a series of Bonds. "Reserve Account Credit Instrument" shall mean the surety bond or other debt service reserve fund insurance policy or letter of credit described in Section 16B(4) hereof issued by Reserve Account Surety guaranteeing certain payments into the Reserve Account as provided therein and subject to the limitations set forth in a subsequent resolution for each series of Bonds. "Series 1993 Bonds" shall mean the Indian River County, Florida Recreational Revenue Refunding Bonds, Series 1993, dated as of September 1, 1993, in the original aggregate principal amount of $9,875,000, issued under Resolution No. 93-145 of the County, as amended and supplemented. "Series 2003 Bonds" shall mean the Indian River County, Florida Recreational Revenue Refunding Bonds, Series 2003 issued under this Resolution, as amended and supplemented. "Term Bonds" shall mean the Bonds of a series all of which are stated to mature on one date but which shall be subject to earlier retirement by operation of the Bond Amortization Account. Words importing singular number shall include the plural number and vice versa and words importing persons shall include firms and corporations or other entities and vice versa. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: A. It is necessary, desirable and in the best interest of the County to refund the Refunded Bonds. B. It is necessary, desirable and in the best interest of the County to finance a portion of the amount necessary to redeem the Refunded Bonds by the issuance of the Series 2003 Bonds. C. The Bonds shall be payable solely from the Pledged Funds. D. It is expected that the Pledged Funds will be sufficient to pay the principal of, premium, if any, and interest on the Bonds. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Bonds by the Registered Owners thereof who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the County and such Registered Owners. The covenants and agreements set forth herein to be performed by the County shall be for the equal benefit, protection and security of the Registered Owners of the Bonds, all of which Bonds shall be of equal rank and without preference, priority or distinction with respect to any other Bonds, except as expressly provided in this Resolution and in the Bonds. SECTION 5. AUTHORIZATION TO REFUND THE REFUNDED BONDS. The refunding of all of the outstanding Series 1993 Bonds is hereby authorized. The Series 1993 Bonds maturing on or after September 1, 2004 shall be redeemed on such date as is designated by subsequent resolution on September 1, 2003 at the applicable redemption price, plus accrued interest to the redemption date: The County shall provide for the refunding of the Refunded Bonds by: (a) transferring to the Refunded Bonds Paying Agent, from the various sinking funds for the Refunded Bonds the amounts therein allocable to the Refunded Bonds; (b) transferring to the Refunded Bonds Paying Agent from the various reserve accounts for the Refunded Bonds amounts, if any, to be specified by subsequent resolution of the Board; (c) depositing with the Refunded Bonds Paying Agent an amount from the proceeds of the sale of the Series 2003 Bonds to be specified by subsequent resolution of the Board; and (d) depositing with the Refunded Bonds Paying Agent an amount, if any, from other funds of the County to be specified by subsequent resolution of the Board, which amounts, shall be sufficient to provide for timely redemption of the Refunded Bonds on the date specified by the County Administrator. SECTION 6. AUTHORIZATION AND DESCRIPTION OF SERIES 2003 BONDS. Subject and pursuant to the provisions of this Resolution, obligations of the County to be known as "Recreational Revenue Refunding Bonds, Series 2003," are hereby authorized to be issued in the aggregate principal amount of not exceeding $7,500,000. The Series 2003 Bonds shall be dated as of a date to be fixed by subsequent resolution of the County and shall be numbered consecutively from R-1 upward. The Series 2003 Bonds shall be issued in Authorized Denominations, shall bear interest at such rate or rates, not exceeding the maximum rate authorized by applicable law, be payable on each Payment Date, shall mature on September 1 and in such years and in such amounts, shall be subject to redemption, in whole or in part, prior to their respective stated dates of maturity, at the option of the County or otherwise, at such times and in such manner and shall have such other terms and conditions all as may be determined by subsequent resolution of the Board adopted prior to the sale of the Series 2003 Bonds. Notwithstanding any other provisions of this Resolution, the Board may, at its option, prior to the date of issuance of any series of Bonds and subject to the approval of the purchasers of such 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 Bonds issued in book -entry form or the beneficial ownership of the such Bonds issued in the name of a nominee. The details of any alternative system of bond issuance, as described in this paragraph, shall be set forth in a resolution of the Board duly adopted at or prior to the delivery of such Bonds. 5 The Series 2003 Bonds shall be issued in fully registered form without coupons; shall be payable with respect to principal at a corporate trust office of the Paying Agent; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable by checks mailed to the Registered Owners at their addresses as they appear on the registration books kept by the Bond Registrar on behalf of the County. At the option of any Registered Owner of $1,000,000 or more in aggregate principal amount of the Series 2003 Bonds as of any Record Date, interest shall be payable by domestic wire transfer pursuant to written instructions from such Registered Owner; provided that such instructions are on file with the Paying Agent not later than such Record Date. SECTION 7. EXECUTION AND AUTHENTICATION OF BONDS. The Bonds shall be executed in the name of the County by the Chairman or Vice Chairman of the Board attested by its Clerk and its official seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The signatures of the Chairman or Vice Chairman and Clerk may be either manual or facsimile signatures. The certificate of authentication of the Bond Registrar shall appear on the Bonds, and no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless such certificate shall have been duly executed on such Bond. The authorized signature for the Bond Registrar shall be manual. In case any one or more of the officers of the Board who shall have signed or sealed any of the Bonds shall cease to be such officer or officers of the Board before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as if the persons who signed or sealed such Bonds had not ceased to hold such offices. Any Bonds may be signed and sealed on behalf of the Board by such person who at the actual time of the execution of such Bonds shall hold the proper office, although at the date of such Bonds such person may not have held such office or may not have been so authorized. SECTION 8. NEGOTIABILITY. The Bonds issued hereunder shall be and shall have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida, and each successive holder, in accepting any of the Bonds, shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida. SECTION 9. REGISTRATION, TRANSFER AND EXCHANGE. The Bond Registrar shall be responsible for maintaining books for the registration, transfer and exchange of the Bonds. All Bonds presented for transfer, exchange, redemption or payment (if so required by the Bond Registrar) shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Board or the Bond Registrar, duly executed by the Registered Owner or by his duly authorized attorney. In the case of transfer or exchange of any Bond, the Bond Registrar shall deliver in the name of the designated transferee or transferees or the Registered Owner, as the case may be, a new fully registered Bond or Bonds of authorized denominations and of the same series, maturity 6 and interest rate, in an aggregate principal amount equal to the principal amount that remains outstanding with respect to such Bond so presented. The Bond registrar may require payment from the Registered Owner or his transferee of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection with any transfer or exchange of the Bonds. Such charges and expenses shall be paid before any such new Bond shall be delivered. Interest on the Bonds shall be paid to the Registered Owner whose name appears on the books of the Bond Registrar as of 5:00 P.M. local time at the location of the Bond Registrar on the Record Date. New Bonds delivered upon any transfer or exchange shall be valid obligations of the County, evidencing the same debt as the Bonds surrendered, shall be secured by this Resolution, and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. The County and the Bond Registrar may treat the Registered Owner of any Bond as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary. SECTION 10. DISPOSITION OF BONDS PAID OR REPLACED. Whenever any Bond shall be delivered to the Bond Registrar for payment of the principal amount thereof upon maturity or redemption, or for replacement, transfer or exchange, such Bond shall be canceled and destroyed by the Bond Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the County upon request of the County. 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, issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange for and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the Registered Owner furnishing the County and the Bond Registrar proof of his ownership thereof and the loss thereof (if lost, stolen or destroyed) and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Board may prescribe and paying such expenses as the Board and Bond Registrar may incur. All Bonds so surrendered shall be canceled by the Bond Registrar. If any such 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 substitute 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 hereinafter pledged, to the same extent as all other Bonds issued hereunder. SECTION 12. PROVISIONS FOR REDEMPTION. The Bonds or any portions thereof shall be subject to redemption prior to their respective stated dates of maturity, at the option of the County or otherwise, at such times and in such manner as shall be determined by subsequent resolution adopted prior to the sale thereof. Except as specifically prohibited or otherwise provided by subsequent resolution with respect to a particular series of Bonds, in lieu of any mandatory redemption of Term Bonds, the County may purchase from money in the Sinking Fund or the Bond Amortization Account or other available funds of the County, at a price not to exceed the principal amount thereof plus accrued interest, and tender to the Paying Agent for cancellation Term Bonds of the appropriate series and maturity. The amount of the Term Bonds of such series and maturity to be so called for redemption on the next mandatory redemption date shall be reduced by the principal amount of Term Bonds so purchased and tendered and, if the principal amount thereof is greater than the amount required to be redeemed on the next mandatory redemption date, the excess may be credited against subsequent mandatory redemptions in such manner as the County may direct. Notice of such redemption shall, not more than forty-five (45) days and not less than thirty (30) days prior to the redemption date, (i) be filed with the Bond Registrar and Paying Agent, and (ii) be mailed, postage prepaid, to the Registered Owners of Bonds to be redeemed at their addresses as they appear of record on the books of the Bond Registrar as of forty-five (45) days prior to the date fixed for redemption. Interest shall cease to accrue on any Bond duly called for prior redemption on the redemption date, if payment thereof has been duly provided. The County and the Bond Registrar shall not be required to issue or to register the transfer of or exchange any Bonds then considered for redemption during a period beginning at the close of business on the fifteenth (15th) day next preceding any date of selection of Bonds to be redeemed and ending at the close of business on the day of mailing the applicable notice of redemption, as hereinafter provided, or to register the transfer of or exchange any portion of any of the Bonds selected for redemption until after the redemption date. All notices of redemption with respect to the Bonds shall specify the series, maturities and numbers of the Bonds to be redeemed (including the CUSIP numbers); the date fixed for redemption; the redemption price or prices to be applicable to the Bonds to be redeemed; and that n the date fixed for redemption such Bonds shall be payable at the principal corporate trust office of the Paying Agent (specifying the address of same). If holders or registered owners of all such Bonds to be redeemed file written waivers of notice with the Paying Agent, such Bonds may be redeemed on the redemption date without necessity of notice by mailing. Failure to mail any notice of redemption or any defect therein or in the mailing thereof shall not affect the validity of any proceeding for redemption of other Bonds so called for redemption. So long as a Bond Insurance Policy is in effect with respect to a series of Bonds, notice of redemption of such Bonds, other than mandatory sinking fund redemption and redemption resulting from a refunding, shall be given or published only if sufficient funds have been deposited with the Paying Agent to pay the redemption price of the series of Bonds to be redeemed. SECTION 13. FORM OF BONDS. The text of the Bonds and the certificate of 8 authentication thereon shall be in substantially the form attached hereto as Exhibit "A," with such omissions, insertions and variations as may be necessary and/or desirable and authorized or permitted by this Resolution or any subsequent resolution adopted prior to the issuance thereof, or as may be necessary to comply with applicable laws, rules and regulations of the United States and the State of Florida in effect upon the issuance thereof. SECTION 14. BONDS NOT GENERAL OBLIGATIONS. The Bonds shall not be or constitute general or moral obligations or a pledge of the faith, credit or taxing power of the County, the State of Florida or any political subdivision thereof or an indebtedness of any of them as "bonds" within the meaning of the Constitution of the State of Florida, but shall be special obligations of the County payable solely from and secured solely by a lien upon and a pledge of the Pledged Funds, as provided herein. No Registered Owner shall ever have the right to compel the exercise of the ad valorem taxing power of the County, the State of Florida or any political subdivision thereof, or taxation in any form of any real property therein, to pay the principal, interest or premium, if any, on the Bonds, or be entitled to payment of such principal, interest or premium, if any, from any funds of the County other than the Pledged Funds, as provided herein. SECTION 15: SECURITY FOR AND CERTAIN COVENANTS AND PROVISIONS WITH RESPECT TO THE BONDS. The payment of the principal of, premium, if any, and interest on the Bonds shall be secured forthwith equally and ratably by a pledge of and first lien upon the Pledged Funds. The County does hereby irrevocably pledge the Pledged Funds. The County shall be obligated to take all lawful action necessary or required to continue to be entitled to receive the Half -Cent Sales Tax. In each Fiscal Year that portion of the Half -Cent Sales Tax constituting Pledged Funds, and the Racetrack and Jai Alai Fronton Funds shall be used to pay the principal of, premium, if any, and interest on the Bonds in such Fiscal Year to the extent that amounts in the Sinking Fund (other than in the Reserve Account) are insufficient to make such payments. To the extent that the Half -Cent Sales Tax and the Racetrack and Jai Alai Fronton Funds received by the County in any Fiscal Year are not required for the payment of the principal of, premium, if any, and interest on the Bonds in such Fiscal Year, they may be used by the County for any lawful purpose. The Half -Cent Sales Tax and the Racetrack and Jai Alai Fronton Funds liened and pledged hereunder may be invested and reinvested only in Authorized Investments maturing not later than the date on which the same will be needed for the purposes therefor. Any and all income received by the County from such investments may be used by the County for any lawful purpose. The foregoing covenants and provisions shall be no longer in effect when no Bonds are outstanding or when all of the Bonds have been defeased pursuant to Section 26. Nothing in this Resolution shall constitute or be construed to constitute a conveyance or mortgage of the Recreational Facilities. 9 SECTION 16. COVENANTS OF THE COUNTY. For so long as any of the principal of and interest on any of the Bonds shall be outstanding and unpaid, or until there shall have been set apart in the Sinking Fund hereinafter created a sum sufficient to pay, when due, the entire principal amount of the Bonds remaining unpaid, together with interest accrued and interest to accrue thereon through such payment date, or until the provisions of Section 32 hereof have been satisfied, the County covenants with the holders of the Bonds issued pursuant to this Resolution that: A. REVENUE FUND. All Gross Revenues shall upon receipt thereof be deposited in the "Recreational Facilities Revenue Fund" (herein the "Revenue Fund"), which is hereby created and established. B. DISPOSITION OF REVENUES. All Gross Revenues on deposit in the Revenue Fund shall be disposed of by the County as needed or as required herein only in the following manner and in the following order of priority: (1) First, the County shall transfer in each month to the "Recreational Facilities Operating Fund" (herein the "Operating Fund"), which is hereby created and established, the amount required to be deposited therein to pay the Operating Expenses due or to become due for such month. (2) Second, the County shall deposit in each month to the "Recreational Revenue Bonds Sinking Fund" (herein the "Sinking Fund"), which is hereby created and established, one-sixth (1/6th) (or such other appropriate equal monthly portion) of the interest on the Bonds to become due on the next Interest Payment Date, together with the amount of any deficiency in prior deposits for interest on Bonds, and one -twelfth (1/12th) (or such other appropriate equal monthly portion) of the principal of Bonds to mature on the next principal payment date. Such deposit shall take into account the sums, if any, deposited in the Sinking Fund out of proceeds from the sale of Bonds to pay interest thereon on the following interest payment date and the reduction in the amount of interest payable on Term Bonds on the following interest payment date attributable to the purchase and tender of Term Bonds in lieu of mandatory redemption, if any. In addition, there shall be deposited in the Sinking Fund amounts sufficient to pay the fees and charges of the Paying Agent. (3) Third, the County shall deposit in each month into an account in the Sinking Fund to be known as the "Bond Amortization Account", hereby created and established, one -twelfth (1/12th) (or such other appropriate equal monthly portion) of the principal of Bonds, if any, subject to mandatory redemption on the next principal payment date. Such deposit shall take into account the principal amount of the Term Bonds subject to mandatory redemption on the next principal payment date that the County shall have purchased and tendered to the Paying Agent in lieu of mandatory redemption on such date (as and to the extent not prohibited under the terms of the particular series of Bonds), if any. 10 (4) Fourth, the County shall deposit into an account in the Sinking Fund to be known as the "Reserve Account", which is hereby created and established, a sum sufficient to increase the amount on deposit in the Reserve Account to the Reserve Account Requirement; provided, however, in no Fiscal Year shall Net Revenuesin excess of twenty percent (20%) of the Reserve Account Requirement be required to be deposited in the Reserve Account, except as may be required in connection with a Reserve Account Credit Instrument. No further deposits shall be required to be made into the Reserve Account as long as there shall remain on deposit therein (including any Reserve Account Credit Instrument as described below) a sum equal to the Reserve Account Requirement. A sum to be specified by subsequent resolution of the County may be deposited in the Reserve Account out of the proceeds of the sale of Bonds. Notwithstanding the foregoing provisions, in lieu of, in whole or in part, the required deposits into the Reserve Account, the County may, except to the extent limited by subsequent resolution of the county adopted prior to the issuance of a series of Bonds, cause to be deposited into the Reserve Account any of the following (each a "Reserve Account Credit Instrument"): (a) A surety bond or insurance policy issued to the Paying Agent, as agent of the Bondholders, by a company licensed to issue an insurance policy guaranteeing the timely payment of debt service on the Bonds (a "municipal bond insurer"), if the claims paying ability of the issuer thereof, at the time of issuance thereof, shall be rated "AAA" by Standard & Poor's Corporation or its successor ("S&P") and "Aaa" by Moody's Investors Service or its successor ("Moody's"); (b) A surety bond or insurance policy issued to the Paying Agent, as agent of the Bondholders, by an entity other than a municipal bond insurer, if the form and substance of such instrument and the issuer thereof shall be approved by the Bond Insurer for the respective series of Bonds; or (c) An unconditional irrevocable letter of credit issued to the Paying Agent, as agent of the Bondholders, by a bank, if such bank is rated at least "AA" by S&P and "Aa" by Moody's, at the time of issuance thereof. Furthermore, the County may at any time and from time to time cause to be deposited in the Reserve Account such a Reserve Account Credit Instrument and cause an appropriate amount to be withdrawn from the Reserve Account and deposited in the Revenue Fund. 11 Moneys in the Reserve Account shall be used only for the purpose of the payment of principal of or interest on Bonds as the same shall become due and payable when the other moneys in the Sinking Fund are insufficient therefor, and for no -other purpose. However, upon the valuation of the Reserve Account in each year, if the moneys on deposit in the Reserve Account (except the investment income thereon) exceed the amount required, such excess may be withdrawn and deposited in the Revenue Fund. If the Reserve Account Requirement shall at any time be satisfied in whole or in part with a qualifying letter of credit and such letter of credit is about to expire or terminate, the County hereby authorizes and directs the Paying Agent to draw upon such letter of credit prior to its expiration or termination to the extent required to fully fund the Reserve Account Requirement unless a replacement Reserve Account Credit Instrument is in place or the Reserve Account is otherwise fully funded in its required amount. (5) Fifth, the County shall from time to time transfer to the Series 2003 Rebate Account and other similar accounts established with respect to any Additional Parity Bonds amounts required or estimated to be required for the purposes thereof. (6) Sixth, the County shall apply an amount sufficient for the payment of current debt service and reserve requirements with respect to any obligations of the County which have a lien on the Pledged Funds junior and subordinate to the lien of the Bonds. (7) Seventh, the County may deposit into the "Recreational Facilities Improvement Fund" (herein the "Improvement Fund"), which is hereby created and established, an amount to be determined by the County Administrator to be used only for the purpose of paying the costs of extraordinary repairs, renewals, replacements, improvements, additions and expansions with respect to the Recreational Facilities. Money on deposit in the Improvement Fund may be withdrawn only upon the authorization of the County Administrator. (8) Eighth, the balance of any moneys remaining in the Revenue Fund after the above required payments have been made may be used by the County for any lawful purpose. No further deposits to the Sinking Fund, the Bond Amortization Account or the Reserve Account shall be required when the aggregate sums deposited therein are and remain at least equal to the sum of all of the principal and interest then due and thereafter becoming due in all ensuing years for the Bonds then outstanding. C. PLEDGED FUNDS AND INVESTMENT OF FUNDS. The Revenue Fund, the Sinking Fund, the Bond Amortization Account and the Reserve Account shall be Pledged Funds, shall constitute trust funds for the purposes provided herein for such funds and shall be used only 12 for the purposes and in the manner provided herein. Moneys on deposit in the Revenue Fund and the Sinking Fund, (except the Reserve Account therein) may be invested and reinvested only in Authorized Investments maturing not later than the date on which the moneys therein will be needed for the purposes of such funds. Moneys in the Reserve Account may be invested and reinvested in Authorized Investments maturing not later than [ten (10) years] from the date of purchase. Except as may be provided in a resolution adopted in connection with the issuance of Additional Parity Bonds, any and all income received by the County from such investments shall be deposited into the Revenue Fund. D. OPERATION AND MAINTENANCE. The County will maintain the Recreational Facilities and all parts thereof in good condition and will operate the same in an efficient and economical manner, making such expenditures for equipment and for renewals, repairs and replacements as may be proper for the economical operation and maintenance thereof. E. RATE COVENANT. The County shall, to the extent practicable, fix, establish, revise from time to time whenever necessary, maintain and collect such fees, rates, rentals and other charges for the use of the services of the Recreational Facilities so as to provide Net Revenues in each Fiscal Year sufficient to pay (a) one hundred percent (100%) of all required deposits into the Reserve Account, and (b) one hundred percent (100%) of the amount of principal and interest becoming due in such Fiscal Year on the Bonds outstanding. For purposes of this subsection, any amounts owed by the County to the issuer of a Reserve Account Credit Instrument as a result of a draw thereon, as appropriate, shall be added to the principal and interest payable on the Bonds to determine compliance with this rate covenant. F. BOOKS AND RECORDS. The County shall keep proper books, records and accounts, showing correct and complete entries of all transactions of the County relating to the Recreational Facilities and the Pledged Funds. Registered Owners of the Bonds shall have the right at all reasonable times to inspect all books, records and accounts of the County relating to the Recreational Facilities and the Pledged Funds. G. ANNUAL AUDIT. The County shall also, at least once a year, within 180 days after the close of its Fiscal Year, cause the books, records and accounts relating to the Recreational Facilities and the Pledged Funds to be audited by an independent firm of certified public accountants. H. NO MORTGAGE OR SALE OF THE RECREATIONAL FACILITIES. The County shall not mortgage, pledge or otherwise encumber the Recreational Facilities or any part thereof, or any Gross Revenues to be derived therefrom, and will not sell, lease or otherwise dispose of any substantial portion of the Recreational Facilities, except as provided herein. The County may sell, lease or otherwise dispose . of a substantial portion of the 13 Recreational Facilities in the event that (a) such portion is determined by resolution of the Board, upon the recommendation of the County Administrator and the Qualified Independent Consultant, to be no longer necessary or useful or profitable for the Recreational Facilities; and (b) the sale, lease or other disposition of such portion is determined by resolution of the Board upon recommendation of the County Administrator and the Qualified Independent Consultant, not to impair the ability of the County to comply during the current or any future Fiscal Year with the rate covenant set forth herein. The proceeds derived from any sale, lease or other disposition (including condemnation) of a substantial portion of the Recreational Facilities shall be used for the retirement of outstanding Bonds. The proceeds derived from the sale, lease or other disposition (including condemnation) of less than a substantial portion of the Recreational Facilities shall be placed in the Improvement Fund, provided, however, all or a portion of such proceeds may be used for the. retirement of outstanding Bonds if authorized by resolution of the Board upon the recommendation of the County Administrator and the Qualified Independent Consultant. I. INSURANCE. To the extent practicable, the County will carry adequate fire and windstorm insurance on all buildings, structures and other appropriate properties of the Recreational Facilities which are subject to loss through fire or windstorm, will carry adequate public liability insurance, and will otherwise carry insurance of all kinds and in the amounts normally carried in the operation of similar facilities and properties in Florida. Any such insurance shall be carried for the benefit of the Registered Owners of the Bonds. All moneys received from losses under any of such insurance, except public liability, are hereby pledged by the County as security for the Bonds, until and unless such proceeds are used to remedy the loss or damage for which such proceeds are received, in which event the repairing of the property damaged or the replacement of the property destroyed shall be commenced within a reasonable time after the receipt of such proceeds and shall proceed on a reasonable and continuous basis. J. NO FREE USE. The County shall not furnish or supply the facilities or services of the Recreational Facilities free of charge to any person, firm or corporation, public or private. K. REMEDIES. Any Registered Owner may by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights, including the right to the appointment of a receiver, existing under the laws of the State of Florida, and may enforce and compel the performance of all duties required hereunder or by any applicable statutes to be performed by the County or by any officer thereof. Nothing herein, however, shall be construed to grant to any Registered Owner any lien on any property of or in the County, except in the manner and to the extent provided herein. L. ADDITIONAL PARITY BONDS. No Additional Parity Bonds, payable on a parity from the Pledged Funds with the Bonds, may be issued hereunder, except for the purpose of financing improvements, extensions, acquisitions or construction of Recreational Facilities or refunding outstanding Bonds, but no refunding may be undertaken in accordance with this provision if it shall result in an increase in the maximum amount of principal and interest on all outstanding Bonds becoming due in any ensuing Fiscal Year without meeting the coverage test 14 to be set forth in a subsequent resolution adopted prior to the issuance of the Bonds. [Insert Additional Bond Tests] Each resolution authorizing the issuance of Additional Parity Bonds shall recite that all of the covenants herein contained will be applicable to such Additional Parity Bonds. Additional Parity Bonds may not be issued hereunder at any time while the County is in default in performing any of the covenants and obligations assumed hereunder, or all payments herein required to have been made into the accounts and funds, as provided hereunder, have not been made to the full extent required. The County covenants for the benefit of the Registered Owners of the Bonds issued and outstanding hereunder that the County shall, at the time of issuance of any Additional Parity Bonds, make a deposit to the Reserve Account in the Sinking Fund created hereunder so that the Reserve Account shall have a value of cash and investments at such time equal to the Reserve Account Requirement (giving effect to the Additional Parity Bonds and the retirement of any Bonds being refunded with proceeds of the Additional Parity Bonds), unless at such time all or a portion of the Series 2003 Bonds are outstanding and the Bond Insurer for the Series 2003 Bonds shall agree otherwise. Provided, however, in no event shall such deposit be required to exceed an amount equal to the maximum amount which if deposited from the proceeds of the Additional Parity Bonds would not adversely affect the exclusion of the interest on the Additional Parity Bonds from the gross income of the Registered Owners thereof for purposes of federal income taxation. M. ISSUANCE OF OTHER OBLIGATIONS. The County will not issue any other obligations, except under the conditions and in the manner provided herein, payable from the Pledged Funds, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien of the Bonds upon the Pledged Funds, except as specifically provided herein. The County may issue obligations other than the Bonds payable from the Pledged Funds provided such obligations are junior and subordinate in all respect to the Bonds as to lien on and source and security for payment from the Pledged Funds and such obligations contain an express statement to that effect. N. ARBITRAGE. The County covenants to and with purchasers of the issue which is comprised of the Series 2003 Bonds that it will make no use of the proceeds of such issue which will cause the Series 2003 Bonds to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) and Section 148 of the Internal Revenue Code of 1986, as amended (the "Code") or any applicable regulations implementing said Sections and the County further covenants to comply with all other requirements of the Code and any applicable regulations promulgated thereunder if and to the extent applicable to maintain continuously the exclusion from gross income for Federal income tax purposes of the interest 2003 Bonds. O. FUNDS AND ACCOUNTS. The designation and establishment of the various funds and accounts created herein does not require the establishment of any completely 15 independent, self -balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets as provided herein. P. POWER TO ISSUE BONDS AND PLEDGE PLEDGED FUNDS. The County is duly authorized under all applicable laws to create and issue the Bonds and to adopt this Resolution and to pledge the Pledged Funds in the manner and to the extent provided herein. The Pledged Funds have not been pledged or hypothecated (except with respect to the Refunded Bonds which are to be refunded with proceeds of the Series 2003 Bonds) and, upon issuance of the Series 2003 Bonds, will be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the security interest, pledge and assignment created by this Resolution, including any pledge thereof for the benefit of the Refunded Bonds, and all action on the part of the County to that end has been and will be duly and validly taken. The Bonds and the provisions of this Resolution are and will be valid and legally enforceable obligations of the County in accordance with their terms and the terms of this Resolution. The County shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of and lien upon the Pledged Funds and all the rights of the Registered Owners under this Resolution against all claims and demands of all persons whomsoever. Q. BONDS SECURED BY PLEDGE OF PLEDGED FUNDS. The Bonds issued hereunder shall be direct and special obligations of the County payable in accordance with their terms and the provisions of this Resolution from the Pledged Funds hereby pledged for the benefit of the Registered Owners, to the extent and in the manner provided herein. The Pledged Funds shall be held in trust by the Clerk of the Circuit of the County for the benefit of the Registered Owners of the Bonds to the extent and in the manner provided herein. The Pledged Funds shall immediately be subject to the lien and charge of this Resolution without any physical delivery thereof or further act, and the lien and charge of this Resolution shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise, against the County, irrespective of whether such parties have notice thereof. R. TAX COVENANTS. The County covenants that it will not take any action or fail to take any action with respect to the proceeds of the Bonds that would result in loss of the exclusion from gross income for federal income tax purposes pursuant to section 103(a) of the Code of interest paid on outstanding Bonds which, when initially issued and sold, were the subject of an opinion of counsel to the effect that interest thereon was so excludable. With respect to any series of Bonds initiallyy issued and sold as tax-exempt bonds within the meaning of the Code, the County covenants that any use of the Recreational Facilities in any trade or business of any person or entity other than the County, including use under certain lease or management contracts ("private business use"), if such use is related to the County's use of the Recreational Facilities, will not exceed more than ten percent (10%) of the use of the Recreational Facilities, or, if such private business use is unrelated or disproportionate to the 16 County's use of the Recreational Facilities, will not exceed more than five percent (5%) of the use of the Recreational Facilities. The County covenants that no more than ten percent (10%) of the Gross Revenues will be derived directly or indirectly from payments from any nongovernmental user other than payments by a nongovernmental user as a member of the general public. S. VARIABLE RATE OBLIGATIONS. If the County at any time shall issue Additional Parity Bonds, the interest rate on which is not established at the time of issuance at a single numerical rate with respect to each maturity thereof ("Variable Rate Bonds"), then such Variable Rate Bonds shall, for purposes of this Resolution, save for the provisions with respect to payment of interest thereon to the holders and registered owners thereof, be assumed to bear interest at a fixed rate equal to the higher of (a) 110% of the current interest rate on the Variable Rate Bonds; or (b) the Bond Buyer 20 General Obligation Bond Index for the last week of the month preceding the date of sale of the Variable Rate Bonds. SECTION 17. SERIES 2003 FUNDS AND ACCOUNT. There is hereby created and established the "Series 2003 Sinking Fund" within the Sinking Fund, the "Series 2003 Bond Amortization Fund" within the Bond Amortization Fund and the "Series 2003 Reserve Account" within the Reserve Account. The Series 2003 Sinking Fund, the Series 2003 Bond Amortization Fund and the Series 2003 Reserve Account shall not in any manner whatsoever affect the parity of the Bonds and are established solely for the accounting convenience of the County. Revenues and other amounts deposited in the Sinking Fund allocable to the Series 2003 Bonds shall be held in the Series 2003 Sinking Fund. Revenues and other amounts deposited in the Bond Amortization Fund allocable to the Series 2003 Bonds shall be held in the Series 2003 Bond Amortization Fund. Revenues and other amounts deposited in the Reserve Account allocable to the Series 2003 Bonds shall be held in the Series 2003 Reserve Account. SECTION 18. APPLICATION OF SERIES 2003 BOND PROCEEDS. All moneys received from the sale of the Series 2003 Bonds shall be deposited and applied by the County as follows: A. All accrued interest shall be deposited into the Series 2003 Sinking Fund and applied exclusively for the payment of interest first becoming due on the Series 2003 Bonds. B. A sum, if any, specified by subsequent resolution of the Board shall be deposited into the Series 2003 Reserve Account in the Sinking Fund. C. An amount to be specified by subsequent resolution of the Board shall be applied in connection with the refunding of Refunded Bonds as specified by subsequent resolution of the Board. D. The amount necessary to pay all costs and expenses associated with financial reports, studies and projections, legal fees, accountant's fees, fees of financial advisors, printing expenses, premiums and expenses related to insuring or rating the Series 2003 Bonds and all other similar costs and expenses incurred in connection with the issuance of the Series 2003 Bonds and the refunding of the Refunded Bonds shall be paid or provided for. 17 E. The balance remaining, if any, after making all the deposits and payments provided for above shall be deposited into the Revenue Fund and applied in accordance with Section 16B hereof. SECTION 19. REBATE. Anything to the contrary contained herein notwithstanding, the County shall from time to time transfer into the "Series 2003 Rebate Account" which is hereby created and established amounts sufficient to pay to the United States of America all amounts due with respect to the Series 2003 Bonds under the provisions of Section 148 (f) of the Code. The earnings on the Series 2003 Rebate Account shall be added to and become a part of 2003 Rebate Account. Moneys in the Series 2003 Rebate Account shall only be used to pay the amounts due to the United States of America under said Section of the Code with respect to the Series 2003 Bonds as the same shall become due and payable; provided, however, if the County shall determine that the amounts in the Series 2003 Rebate Account are in excess of the amounts sufficient for such payments, the County may transfer such excess to the Revenue Fund. It is the intent of this paragraph to provide for payment of all amounts due under said Section of the Code with respect to the Series 2003 Bonds, in such installments and at such times as may be required by said Section of the Code. In the event of any amendment to the Code or the promulgation of regulations under the Code which provide or require otherwise than as provided or required in this paragraph, this paragraph shall be deemed to be amended to incorporate such amendments or regulations, to the extent applicable, and any provisions hereof which conflict with the provisions thereof shall be deemed to be null and void. SECTION 20. SALE OF THE SERIES 2003 BONDS. The Series 2003 Bonds may be sold at public or private sale pursuant to the Act, all at one time or from time to time, as shall be provided by subsequent resolution of the Board. SECTION 2L BOND INSURER MAY CONTROL PROCEEDINGS. Anything in this Resolution to the contrary notwithstanding, while a Bond Insurance Policy is in effect for a series of Bonds, any of such series of Bonds are outstanding and have not been defeased in accordance herewith, and the Bond Insurer is not in default with respect to the Bond Insurance Policy, bankrupt, insolvent or in receivership, then upon default by the County as to payment of the principal of, premium, if any, and interest on the respective series of Bonds when and as the same become due upon maturity, any earlier redemption, or otherwise, or as to the observance of any covenant of this Resolution, the Bond Insurer for such series of Bonds shall be entitled to control and direct the enforcement of all rights and remedies granted to the holders of the respective series of Bonds or the Paying Agent for the benefit of the holders of the respective series of Bonds under this Resolution. SECTION 22. SUBROGATION RIGHTS OF BOND INSURER. Notwithstanding any provision of this Resolution to the contrary, if the principal and/or interest due on any series of Bonds insured by a Bond Insurance Policy shall be paid by the Bond Insurer pursuant to the Bond Insurance Policy, such series of Bonds shall remain outstanding for all purposes, "shall not be defeased or otherwise satisfied by such payment and shall not be considered paid by the County, and the assignment and pledge of the Pledged Funds and all covenants, agreements and obligations of the County to the registered owners shall continue to exit and shall run to the 18 benefit of the Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such registered owners. SECTION 23. BOND INSURER AS THIRD PARTY BENEFICIARY. To the extent that this Resolution confers upon or gives or grants to the Bond Insurer any right, remedy or claim under or by reason of this Resolution, the Bond Insurer is hereby explicitly recognized as being a third -party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder. SECTION 24. PARTIES IN INTEREST. Nothing in this Resolution, expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the County, the Bond Insurer, the Paying Agent (or Paying Agents, if applicable), and the Registered Owners of the Bonds, any right, remedy or claim under or by reason of this Resolution or any co condition or stipulation therein contained, and all covenants, stipulations, promises and agreements in this Resolution contained by and on behalf of the County shall be for the sole and exclusive benefit of the County, the Bond Insurer, the Paying Agent (or Paying Agents, if applicable), and the Registered Owners of the Bonds. SECTION 25. INTERPRETATION OF RESOLUTION. Notwithstanding any other provision of this Resolution, in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of this Resolution, the Paying Agent shall consider the effect on the Bondholders as if there were no Bond Insurance Policy. SECTION 26. DEFEASANCE. If at any time the County shall have paid, or shall have made provision for payment of, the principal, interest and premiums, if any, with respect to any of the Bonds or any series thereof, then, and in that event, the pledge of and lien on the Pledged Funds in favor of the Registered Owners of such Bonds or of such series, as the case may be, shall be no longer in effect. For purposes of the preceding sentence, the deposit of Federal Securities in irrevocable trust with a banking institution or trust company, for the sole benefit of the .Registered Owners of such Bonds or such series, as the case may be, the principal of and interest on which will be sufficient to pay, when due, the principal, interest and premiums, if any, on such Bonds or such series, as applicable, shall be considered "provision for payment". For purposes of this Section, amounts paid by the Series 2003 Bond Insurer under the Series 2003 Bond Insurance Policy shall not be deemed paid and shall be deemed due and owing until paid by the County. Nothing in this section shall be deemed to require the County to call any of the outstanding Bonds or any series thereof 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 27. MODIFICATION OF RESOLUTION. After the issuance of a series of Bonds, adverse 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 Registered Owners of 51% or more in aggregate principal amount of the Bonds then outstanding affected by such adverse material modification or amendment; provided, however, that no modification or amendment shall permit a change in the maturity of any Bonds or a reduction in the rate of interest thereon or in the amount of the principal obligation thereof, or affect the 19 unconditional promise of the County to collect the receipts and revenues pledged hereunder, as herein provided, or to pay the principal of and interest on the Bonds as the same shall become due from the Pledged Funds or reduce the percentage required above for an adverse material modification or amendment, without the consent of the Registered Owners of all of the Bonds affected thereby. The foregoing shall not apply with respect to supplemental resolutions adopted for the sole purpose of issuing Additional Parity Bonds or junior and subordinate obligations issued in accordance herewith. Notwithstanding the foregoing, except with respect to any modification or amendment requiring the consent of the Registered Owners of all of the Bonds affected thereby, to the extent that any Bonds are insured by a policy of municipal bond insurance and such Bonds are then rated in one of the two highest rating categories (without regard to gradation) by either Standard & Poor's Corporation or Moody's Investors Service, Inc., or the successor of either of them, then the consent of the issuer of such municipal bond insurance policy shall be deemed to constitute the consent of the Registered Owners of such Bonds; Provided, however, a copy of such modification or amendment shall be provided to said rating agencies not less than thirty (30) days prior to the effective date thereof. SECTION 28. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Resolution 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 separate from the remaining covenants, agreements and provisions hereof, and shall in no way affect the validity thereof or of the Bonds issued hereunder. SECTION 29. REPEALER. All resolutions or parts of resolutions in conflict with this Resolution or any part hereof are, to the extent of such conflict, hereby repealed. 20 SECTION 30. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. Approved' and adopted byothe Board of County Commissioners of Indian River County, Florida tliis 8th day. of. July 2003. Attest' -4•. Clerk PATRICIA M. RIDGE!! DEPUTY CLERK APPROVED AS TO FORM AND BOARD OF COUNTY COMMISSIONERS OF IND ER COUNTY, FLORIDA 21 No. R - Exhibit "A" FORM OF BOND UNITED STATES OF AMERICA STATE OF FLORIDA INDIAN RIVER COUNTY RECREATIONAL REVENUE REFUNDING BOND, SERIES 2003 RATE OF INTEREST MATURITY DATE DATED DATE OF SERIES CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: KNOW ALL MEN BY THESE PRESENTS, that INDIAN RIVER COUNTY, FLORIDA (the "County"), for value received, hereby promises to pay to the Registered Owner named above, or registered assigns, solely from the special funds hereinafter mentioned, on the Maturity Date specified above, the Principal Amount specified above, unless this Recreational Revenue Refunding Bond, Series 2003 (the "Bond") shall be redeemable and duly shall have been called for earlier redemption and payment of the redemption price shall have been made or provided for, and to pay, solely from such special funds, semiannually on March and September of each year beginning March 1, 2004, interest on the Principal Amount specified above, at the Rate of Interest specified above, per annum, until such Principal Amount is paid in full. Interest on this Bond shall be payable from the interest payment date next preceding the date of registration and authentication of this Bond, unless: (a) this Bond is registered and authenticated as of an interest payment date, in which event this Bond shall bear interest from such interest payment date; or (b) this Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding interest payment date, in which event this Bond shall bear interest from such interest payment date; or (c) this Bond is registered and authenticated on or prior to the Record Date first preceding , 2003, in which event this Bond shall bear interest from ; or (d) as shown by the records of the Paying Agent (hereinafter defined), interest on this Bond is in default, in which event this Bond shall bear interest from the date to which interest was last paid on this Bond. The Principal Amount hereof, together with any applicable redemption premium with respect thereto, shall be payable, when due upon maturity or earlier redemption, upon presentation and surrender of this Bond at the corporate trust office of (the "Paying Agent") located in Florida, as Paying Agent. Interest hereon shall be paid, when due, by check mailed to the Registered Owner whose name and address shall appear, at 5:00 P.M. prevailing local time at the location of the Bond Registrar (hereinafter defined) on the fifteenth (15th) day of the month next preceding each interest payment date (the "Record Date"), on the registration books maintained by A-1 of 6 (the "Bond Registrar"), , Florida, as Bond Registrar, irrespective of any transfer or exchange of this Bond subsequent to such Record Date and prior to such interest payment date, unless the County shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name this Bond is registered on such registration books at 5:00 P.M. prevailing local time at the location of the Bond Registrar on a special record date for the payment of such defaulted interest established by notice mailed by the Paying Agent to the Registered Owner of this Bond not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business of the Bond Registrar on the fifth (5th) day preceding the date of mailing. At the option of any Registered Owner of $1,000,000 or more in aggregate principal amount of Bonds as of any Record date, interest shall be payable by domestic wire transfer pursuant to written instructions from such Registered Owner; provided that such instructions are on file with the Paying Agent not later than such Record Date. The principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. This Bond is one of the revenue bonds authorized by the County under the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Chapter 125, Florida Statutes, Ordinance No. 95-16 of the County and Resolution No. of the County, all as amended and supplemented, and other applicable provisions of law. The above -referenced resolution as amended and supplemented from time to time is hereinafter referred to as the "Resolution". This Bond is subject to all the terms and conditions of the Resolution. This Bond is one of the revenue bonds designated as Recreational Revenue Refunding Bonds, Series 2003, all of like date and tenor, except as to numbers, denominations, dates of maturity, rates of interest and provisions for redemption, in the aggregate principal amount of Dollars ($ ) (the "Bonds"). The proceeds of the Bonds, together with certain other available funds of the County, will be used to refund the Refunded Bonds, as defined in the Resolution, to establish a reserve account, to pay certain costs and expenses relating to issuance of the Bonds and refunding of the Refunded Bonds, and to pay a portion of the costs of certain improvements to the County's Recreational Facilities, all as more fully set forth in the Resolution. The principal, interest and premium, if any, on the Bonds are payable from, and are equally and ratably secured by (1) a first lien upon and pledge of (a) the Net Revenues to be derived by the County from the operation of Recreational Facilities; (b) the Racetrack and Jai Alai Fronton Funds distributed to the County pursuant to Section 212.20(6)(d)7a, Florida Statutes; and (c) certain funds and accounts pledged for the payment of the principal of, premium, if any, and interest on the Bonds and certain earnings thereon; and (2) a first lien upon and pledge of seven percent (7%) of the Half -Cent Sales Tax as and when distributed to the County (collectively, the "Pledged Funds"), all as defined and to the extent and as more fully provided in the Resolution. Reference is made to the Resolution for terms and conditions upon which additional bonds may be issued from time to time having a lien upon and right to payment on a parity with A-2 of 6 the Bonds. This Bond does not constitute a general indebtedness of the County within the meaning of any constitutional or statutory provision or limitation. It is expressly agreed by the Registered Owner of this Bond that such Registered Owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the County for the payment of the principal of, interest or premium, if any, on this Bond or the making of any other payments specified by the Resolution. It is further agreed between the County and the Registered Owner of this Bond that this Bond and the indebtedness evidenced hereby shall constitute a lien upon only the Pledged Funds, all in the manner and to the extent provided in the Resolution. (To be inserted where appropriate on face of bond: "REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THIS SIDE.") The Bonds are issuable only in the form of registered bonds, without coupons, in the denominations of $5,000 principal amount or any integral multiple thereof. This Bond may be -transferred only upon the books kept by the Bond Registrar, on behalf of the County, upon surrender hereof at the designated corporate trust office of the Bond Registrar with an assignment duly executed by the Registered Owner or his duly authorized attorney, but only in the manner, subject to the limitations and upon payment of a sum sufficient to cover any tax, fee or governmental charge that may be imposed in connection with such transfer, all as provided in the Resolution. Upon such transfer, there shall be executed in the name of the transferee, and the Bond Registrar shall deliver, as early as practicable, a new fully registered bond or bonds of authorized denominations in the same aggregate principal amount and of the same series, maturity and interest rate as this Bond. In like manner, subject to said conditions and upon payment of any such sum, this Bond may be surrendered at said office of the Bond Registrar in exchange for an equal aggregate principal amount of new fully registered bonds of.authorized denominations of the same series, maturity and interest rate as this Bond. The County and the Bond Registrar shall not be required to issue or to register the transfer of or exchange any Bonds then considered for redemption during a period beginning at the close of business on the fifteenth (15th) day next preceding any date of selection of Bonds to be redeemed and ending at the close of business on the day of mailing the applicable notice of redemption, as hereinafter provided, or to register the transfer of or exchange any portion of any of the Bonds selected for redemption until after the. redemption date. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the Constitution and laws of the State of Florida applicable thereto. A-3 of 6 This Bond is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida. (Insert redemption provisions) In lieu of any mandatory redemption of the Bonds, the County may purchase Bonds and tender them to the Paying Agent, all as more fully provided in the Resolution. If less than all Bonds of any one maturity are to be redeemed, the Bonds of such maturity to be redeemed shall be drawn by lot by the Paying Agent. For the purposes of redemption, if this Bond is of a denomination larger than $5,000, it shall be treated as representing that number of Bonds which equals the number obtained by dividing the principal amount hereof by $5,000, each $5,000 portion. of this Bond being subject to redemption. In case of partial redemption of this Bond, payment of the redemption price shall be made only upon surrender of this Bond in exchange for Bonds of authorized denominations and of the same maturity and interest rate as this Bond, in aggregate principal amount equal to the unredeemed portion of the principal amount hereof. Notice of any redemption shall be given in the manner .provided in the Resolution. On the date designated for redemption, notice having been provided as aforesaid, and money for payment of the principal, premium, if any, and accrued Interest being held by the Paying Agent, interest on the Bonds or portions thereof so called for redemption shall cease to accrue and such Bonds or portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Resolution, and the registered owners of such Bonds or portions thereof so called for redemption shall have no rights with respect thereto, except to receive payment of the principal to be redeemed and accrued interest thereon to the date fixed for redemption, together with the redemption premium, if any. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of authentication hereon shall have been executed by the manual signature of an authorized representative of the Bond Registrar. IN WITNESS WHEREOF, Indian River County, Florida, has issued this Bond and has caused the same to be executed by the Chairman of the Board of County Commissioners of the County and attested by the Clerk of the Board of County Commissioners, either manually or with their facsimile signatures, and its official seal, or a facsimile thereof, to be affixed, impressed, imprinted or otherwise reproduced hereon, all as of the day of (SEAL) INDIAN RIVER COUNTY, FLORIDA ATTEST: Clerk By: Chairman A-4 of 6 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Indenture. Date of Authentication: June , 2002. As Bond Registrar By: Authorized Representative The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship UNIF GIF MIN ACT - Custodian for (Cust.) (Minor) under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used though not in list above. A-5 of 6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to (Name and address of Transferee) (Social Security or Taxpayer Identification Number of Transferee) this Bond and does hereby irrevocably constitute and appoint as his agent to transfer this Bond on the books kept for registration hereof, with full power of substitution in the premises. (Signature of Transferor) Date: Signature guaranteed: (Name of Bank, Trust Company or Firm) By: Title: NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee unless the signature(s) to this assignment correspond(s) to the name(s) appearing as Registered Owner upon the face of the within Bond in every particular, without enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. Signature(s) of the Transferor(s) must be guaranteed by a member firm of a major stock exchange or a commercial bank or trust company. A-6 of 6