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HomeMy WebLinkAbout2005-021INDIAN RIVER COUNTY, FLORIDA RESOLUTION NO. 2005-021 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA AMENDING AND SUPPLEMENTING RESOLUTION NO. 93-80, PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $30,000,000 WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 2005, OF THE COUNTY TO BE APPLIED TO PAY A PORTION OF THE COSTS OF DEFEASING THE COUNTY'S WATER AND SEWER REVENUE BONDS, SERIES 1996; PROVIDING FOR THE PAYMENT OF THE BONDS FROM THE NET REVENUES OF THE COUNTY'S WATER AND SEWER SYSTEM AND CERTAIN OTHER MONEYS PLEDGED THEREFOR; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AUTHORIZING THE NEGOTIATED SALE OF NOT TO EXCEED $30,000,000 INDIAN RIVER COUNTY, FLORIDA, WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 2005 TO RBC DAIN RAUSCHER INC., SUBJECT TO THE TERMS AND CONDITIONS OF A BOND PURCHASE CONTRACT; APPROVING THE FORM OF SUCH PURCHASE CONTRACT RELATING TO THE NEGOTIATED SALE; DELEGATING THE AUTHORITY TO EXECUTE AND DELIVER THE BOND PURCHASE CONTRACT TO CERTAIN OFFICERS; AUTHORIZ- ING THE DISTRIBUTION AND EXECUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT IN CONNEC- TION WITH THE DELIVERY OF THE SERIES 2005 BONDS; CANCELING THE REMAINING . AUTHORIZED BUT UNISSUED BONDS; AUTHORIZING AND APPROVING THE FORM OF ESCROW DEPOSIT AGREEMENT; APPOINTING AN ESCROW HOLDER, REGISTRAR AND PAYING AGENT; AUTHORIZING THE PURCHASE OF MUNICIPAL BOND INSURANCE; AUTHORIZING THE PURCHASE OF A DEBT SERVICE RESERVE FUND POLICY; AUTHORIZING THE EXECUTION OF A FINANCIAL GUARANTY AGREEMENT WITH FINANCIAL GUARANTY INSURANCE COMPANY; AUTHORIZING A CONTINUING DISCLOSURE UNDERTAKING; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. 1 TABLE OF CONTENTS Page SECTION 1. AUTHORITY FOR THIS RESOLUTION 3 SECTION 2. DEFINITIONS. 3 SECTION 3. FINDINGS 3 SECTION 4. AUTHORIZATION TO DEFEASE THE SERIES 1996 BONDS; ESCROW DEPOSIT AGREEMENT; APPOINTMENT OF ESCROW HOLDER 5 SECTION 5. RESOLUTION TO CONSTITUTE CONTRACT 5 SECTION 6. AUTHORIZATION OF SERIES 2005 BONDS 6 SECTION 7. DESCRIPTION OF SERIES 2005 BONDS 6 SECTION 8. EXECUTION OF SERIES 2005 BONDS 7 SECTION 9. AUTHENTICATION OF SERIES 2005 BONDS. 7 SECTION 10. EXCHANGE OF SERIES 2005 BONDS. 7 SECTION 11. NEGOTIABILITY, REGIS 1RATION AND I RANSFER OF SERIES 2005 BONDS 7 SECTION 12. OWNERSHIP OF SERIES 2005 BONDS 8 SECTION 13. SERIES 2005 BONDS MUTILATED, DESTROYED, STOLEN OR LOST. 8 SECTION 14. PROVISIONS FOR REDEMPTION. 9 SECTION 15. FORM OF SERIES 2005 BONDS 9 SECTION 16. APPLICATION OF PROVISIONS OF ORIGINAL RESOLUTION 9 SECTION 17. APPLICATION OF BOND PROCEEDS 10 SECTION 18. SERIES 2005 FUNDS AND ACCOUNTS 10 SECTION 19. COVENANTS OF THE COUNTY 11 SECTION 20. AMENDING AND SUPPLEMENTING OF RESOLUTION 11 SECTION 21. DEFEASANCE 11 SECTION 22. TAX COVENANTS. 11 SECTION 23. REBATE 11 SECTION.24. NEGOTIATED SALE OF SERIES 2005 BONDS 12 SECTION 25. BOND INSURANCE. 13 SECTION 26. RESERVE ACCOUNT. 13 SECTION 27. PAYING AGENT AND REGIS 1RAR 13 SECTION 28. PRELIMINARY OFFICIAL STATEMENT 13 SECTION 29. CONTINUING DISCLOSURE UNDERTAKING. 13 SECTION 30. AUTHORIZATION TO EXECUTE 14 SECTION 31. SEVERABILITY 14 SECTION 32. INCONSISTENT RESOLUTIONS. 14 SECTION 33. EFFECTIVE DATE 15 2 BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to Chapter 125, Florida Statutes, Ordinance No. 95-16 and other applicable provisions of law. SECTION 2. DEFINITIONS. Unless otherwise defined herein or the context otherwise requires, the terms defined in Resolution No. 93-80 adopted by the County on April 13, 1993, as supplemented (the "Original Resolution") shall have the same meanings when used herein. "Revenues" shall have the meaning assigned thereto in the Original Resolution, except that with respect to the Series 2005 Bonds, it shall also include the Series 1996 Special Assessment Revenues. "Series 1993 Bonds" shall mean, collectively, the County's Water and Sewer Revenue Bonds, Series 1993A, issued in the original principal amount of $47,190,000. "Series 1996 Bonds" shall mean the County's Water 'and Sewer Revenue Bonds, Series 1996, issued in the original principal amount of $38,900,000. . "Series 1996 Special Assessment Revenues" shall mean the special assessments now or hereafter levied by the County in connection with a portion of the Series 1996 Projects, and the interest, prepayment charges and penalties received by the County in connection therewith. "Series 2005 Bonds" shall mean the County's Water and Sewer Revenue Refunding Bonds, Series 2005, issued pursuant to this Resolution as Additional Parity Bonds under the Original Resolution. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: (A) The County now owns, operates and maintains the System and will continue to derive revenue from the rates, fees, rentals and other charges made and collected for the service of such System, which Revenues and the other revenues pledged pursuant to the provisions of the Original Resolution are not now pledged or encumbered in any manner, except for the payment of the Series 1993 Bonds and the Series 1996 Bonds. (B) The principal of and interest and redemption premium, if any, on the Series 2005 Bonds, the nonrefunded portion of the Series 1996 Bonds, the Series 1993 Bonds and all reserve and other payments shall be payable solely from the Pledged Funds as provided herein and in the Original Resolution. The County shall never be required to levy ad valorem taxes on any real or personal property therein to pay the principal of and interest on the Series 2005 Bonds or to make any other payments provided for herein. The Series 2005 Bonds shall not constitute a lien upon any properties owned by or located within the boundaries of the County. (C) The Original Resolution, in Section 17(P) thereof, provides for the issuance of Additional Parity Bonds under the terms, limitations and conditions provided therein. (D) The County has by this Resolution determined to defease the Series 1996 Bonds maturing on and after September 1, 2007 until the first optional redemption date with the proceeds of the Series 2005 Bonds and other funds of the County. (E) The County has complied with the terms, conditions and restrictions contained in the Original Resolution. The County is, therefore, legally entitled to issue the Series 2005 Bonds as Additional Parity Bonds within the authorization contained in the Original Resolution. (F) The Series 2005 Bonds herein authorized shall be on a parity and rank equally, as to lien on and source and security for payment from the Pledged Funds and in all other respects, with the Series 1993 Bonds and the nonrefunded portion of the Series 1996 Bonds. (G) The County intends to negotiate the sale of the Series 2005 Bonds as hereinafter provided to RBC Dain Rauscher Inc. (the "Underwriter") for the reasons set forth herein. (H) The County wishes to approve the form of an agreement for the purchase of the Series 2005 Bonds authorized to be sold hereby. (I) The County desires to delegate to the Chairman or Vice Chairman or the County Administrator or, in the absence of the County Administrator, the Director of Management and Budget the authority to award the sale of the Series 2005 Bonds to the Underwriter, as more specifically set forth in this resolution, and desires to delegate to the Chairman or Vice Chairman of the Board of County Commissioners or the County Administrator, the authority to execute such Bond Purchase Contract upon the approval of the terms thereof by the County Administrator or, in the absence of the County Administrator, the Director of Management and Budget, as more particularly set forth in this resolution. (J) The County desires to ratify the distribution of and use by the Underwriter of a Preliminary Official Statement, to authorize the execution and distribution of an Official Statement in connection with the issuance of the Series 2005 4 Bonds and to take certain other actions in connection with the issuance and sale of the Series 2005 Bonds. (K) The County has authorized the purchase of municipal bond insurance and has received a commitment for such insurance from Financial Guaranty Insurance Company (the "Bond Insurer"). (L) The County purchased a Debt Service Reserve Fund Policy (the "Reserve Policy") in conjunction with the issuance of the Series 1996 Bonds from Financial Guaranty Insurance Company and executed a Financial Guaranty Agreement in connection therewith, which Reserve Policy will remain in effect following the issuance of the Series 2005 Bonds and will satisfy the Debt Service Reserve Fund Requirement for the Series 2005 Bonds. (M) The County will be provided all applicable disclosure information required by Section 218.385, Florida Statutes, at the time of execution and delivery of the Bond Purchase Contract; and SECTION 4. AUTHORIZATION TO DEFEASE THE SERIES 1996 BONDS; ESCROW DEPOSIT AGREEMENT; APPOINTMENT OF ESCROW HOLDER. The defeasance and redemption of the Series 1996 Bonds maturing on and after September 1, 2007 with a redemption date of September 1, 2006 is hereby authorized. The form of Escrow Deposit Agreement to be used in connection with the defeasance and redemption of the Refunded Bonds attached hereto as Exhibit "A" and incorporated herein by reference is hereby approved. The Chairman, or in his absence the Vice Chairman, are hereby authorized to execute such Escrow Deposit Agreement in substantially the form attached as Exhibit "A" upon the approval of the County Attorney as to form and legal sufficiency, with such additional changes, insertions and omissions therein as do not change the substance thereof and as may be approved by the said officers of the County executing the same, such execution to be conclusive evidence of such approval. The County hereby selects J.P. Morgan Trust Company, N.A.; Jacksonville, Florida, to serve as Escrow Holder under the Escrow Deposit Agreement. SECTION 5. RESOLUTION TO CONSTITUTE CON"1"RACT. In consideration of the acceptance of the Bonds authorized to be issued hereunder by those 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 Holders. The covenants and agreements herein set forth to be performed by the County shall be for the equal benefit, protection and security of the legal Holders of any and all of the Bonds, allof which shall be of equal rank and without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided therein and herein. 5 SECTION 6. AUTHORIZATION OF SERIES 2005 BONDS. There is hereby authorized and directed to be issued the County's Water and Sewer Revenue Refunding Bonds, Series 2005 (the "2005 Bonds"), in the principal amount not to exceed $30,000,000. The Series 2005 Bonds shall be issued under and secured by the Original Resolution. The Series 2005 Bonds shall mature in the amounts and at the times, shall bear interest at the rates, be redeemable at the redemption prices and upon the terms and shall have all of the other characteristics, all as to be approved by the Chairman or Vice Chairman or the County Administrator or in the absence of the County Administrator, the Director of Management and Budget prior to sale of said Bonds, as provided in this resolution. The Series 2005 Bonds shall be executed, authenticated and delivered by the officers of the County authorized below in substantially the form set forth in the Original Resolution in fully registered form. SECTION 7. DESCRIPTION OF SERIES 2005 BONDS. The Series 2005 Bonds shall be issued in fully registered form as current interest bonds; shall be dated; shall be numbered; shall be in the denomination of $5,000 each, or integral multiples thereof, or such other denominations as shall be approved by the County in a subsequent resolution prior to the delivery of the Series 2005 Bonds; shall bear interest at such rate or rates not exceeding the maximum rate allowed by Florida law, the actual rate or rates to be determined by the governing body of the County prior to or upon the sale of the respective Series 2005 Bonds; such interest to be payable semiannually at such times as are fixed by resolution of the County and shall mature annually on such date in such years and amounts as will be fixed by resolution of the County prior to or upon the sale of the Series 2005 Bonds; and may be Serial and/or Term Bonds. Each Series 2005 Bond shall 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 payment of any interest which is due and payable has not been made, such Series 2005 Bond shall bear interest from the date to which interest shall have been paid. The principal of and the interest and redemption premium, if any, on the Series 2005 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. Notwithstanding any other provisions of this section, the County may, at its option, prior to the date of issuance of the Series 2005 Bonds, elect to use an immobilization system or pure book -entry system with respect to issuance of the Series 2005 Bonds, provided adequate records will be kept with respect to the ownership of the Series 2005 Bonds issued in book -entry form or the beneficial ownership of bonds issued in the name of a nominee. 6 As long as any Series 2005 Bonds are outstanding in book -entry form the provisions of this Resolution inconsistent therewith shall not be applicable to such Bonds. The details of any alternative system of issuance, as described in this paragraph, shall be set forth in a resolution of the County duly adopted at or prior to the sale of the Series 2005 Bonds. SECTION 8. EXECUTION OF SERIES 2005 BONDS. The Series 2005 Bonds shall be executed as provided in the Original Resolution. In case any officer whose signature or a facsimile of whose signature shall appear on any Series 2005 Bonds shall cease to be such officer before thedelivery of the Series 2005 Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he has remained in office until such delivery. Any Series 2005 Bond may bear the facsimile signature of or may be signed by such persons who, at the actual time of the execution of the Series 2005 Bond, shall be the proper officers to sign such Series 2005 Bonds although at the date of the Series 2005 Bond such persons may not have been such officers. SECTION 9. AUTHENTICATION OF SERIES 2005 BONDS. Only such of the Series 2005 Bonds as shall have endorsed thereon a certificate of authentication substantially in the form set forth in the Original Resolution, duly executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security under the Original Resolution and this Resolution. No Series 2005 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 Series 1996 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 authenti- cation of all of the Series 2005 Bonds that may be issued hereunder at any one time. SECTION 10. EXCHANGE OF SERIES 2005 BONDS. Any Series 2005 Bonds, upon surrender thereof at the principal corporate trust office of the Registrar, together with an assignment duly executed by the Bondholder or his attorney or legal representative in such form as shall be satisfactory to the Registrar, may, at the option of the Bondholder, be exchanged for an aggregate principal amount of Series 2005 Bonds equal to the principal amount of the Bond or Bonds so surrendered. The Registrar shall make provision for the exchange of Series 2005 Bonds at the principal corporate trust office of the Registrar. SECTION 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF SERIES 2005 BONDS. The Registrar shall keep books for the registration of and for the registration of transfers of Series 2005 Bonds as provided in the Original Resolution. The transfer of 7 any Series 2005 Bonds may be registered only upon such books and only upon surrender thereof to the Registrar together with an assignment duly executed by the Bondholder 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 Series 2005 Bonds shall be exchanged, the County shall execute and the Registrar shall authenticate and deliver, at the earliest practicable time, a new Bond or Bonds in accordance with the provisions of the Original Resolution and this Resolution. All Series 2005 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 Series 2005 Bonds sufficient to reimburse it for arty 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 Bondholder for the privilege of exchanging or registering the transfer of Series 2005 Bonds under the provisions of this Resolution. SECTION 12. OWNERSHIP OF SERIES 2005 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 Series 2005 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 13. SERIES 2005 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 Holder 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 Series 2005 Bonds so surrendered shall be canceled by the County. If any of the Series 2005 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. 8 Any such duplicate Series 2005 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 Series 2005 Bonds be at any time found by anyone, and such duplicate Series 2005 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 Series 2005 Bonds issued hereunder. SECTION 14. PROVISIONS FOR REDEMPTION. The Series 2005 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 set forth in the Bond Purchase Contract herein authorized at the time of sale of the Series 2005 Bonds, provided the first optional redemption date shall be no later than 2015 at a redemption premium of not more than two percent (2%). Notice of such redemption shall be provided in accordance with the provisions of the Original Resolution. When notice of redemption is given, Series 2005 Bonds called for redemption will become due and payable on the redemption date at the redemption price stated in such notice. When a notice of redemption is given and funds sufficient for redemption are deposited with the Registrar, interest on the Series 2005 Bonds to be redeemed will cease to accrue on the date fixed for redemption, such Series 2005 Bonds shall cease to be entitled to any lien, benefit or security under this Resolution and the Holders of such Series 2005 Bonds will have no right in respect thereof except to receive payment of the redemption price. SECTION 15. FORM OF SERIES 2005 BONDS. The text of the Series 2005 Bonds, together with the certificate of authentication, shall be in substantially the form set forth in the Original Resolution, with such omissions, insertions and variations as may be necessary, desirable, authorized or permitted by this Resolution or by 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 of the State in effect upon the issuance thereof. SECTION 16. APPLICATION OF PROVISIONS OF ORIGINAL RESOLUTION. The Series 2005 Bonds, herein authorized, shall for all purposes (except as herein expressly provided) be considered to be Additional Parity Bonds issued under the authority of the Original Resolution, and shall be entitled to all the protection and security provided therein for the Series 1993 Bonds, and shall be in all respects entitled to the same security, rights and privileges enjoyed by the Series 1993 Bonds. The covenants and pledges contained in the Original Resolution shall be applicable to the Series 2005 Bonds herein authorized in like manner as applicable to the Series 1993 Bonds. The principal of and interest on the Series 2005 Bonds shall be payable from the Sinking Fund established in the Original Resolution on a parity with the Series 1993 Bonds, and payments shall be made into such Sinking Fund by the County in amounts fully 9 sufficient to pay the principal of and interest on the Series 1993 Bonds and the Series 2005 Bonds as such principal and interest become due. All funds and accounts created pursuant to the Original Resolution shall be held by the County in trust for the holders of the Bonds. The Pledged Funds shall immediately be subject to the lien of this pledge without any physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the County. SECTION 17. APPLICATION OF BOND PROCEEDS. The proceeds, including accrued interest received from the sale of the Series 2005 Bonds shall be applied by the County simultaneously with the delivery of such Series 2005 Bonds to the purchaser thereof, as follows and as further provided in a supplemental resolution of the County. A. The accrued interest on the Series 2005 Bonds shall be deposited in the Interest Account in the Sinking Fund created pursuant to the Original Resolution and shall be used only for the purpose of paying interest becoming due on the Series 2005 Bonds for which it was so deposited. B. Unless otherwise provided in a supplemental resolution of the County or unless provided for through the purchase of Reserve Account Credit Instrument as set forth in Section 17(B) of the Original Resolution, a sum equal to the Reserve Requirement on such Series 2005 Bonds shall be deposited in the Series 2005 Reserve Account established for the Series 2005 Bonds and shall be used only for the purposes provided therefor. C. To the extent not reimbursed therefor by the original purchaser of such Series 2005 Bonds, the County shall pay all costs and expenses in connection with the issuance and sale of the Series 2005 Bonds. D. The balance remaining after making all of the deposits and payments provided for above shall be deposited with the Escrow Holder under the Escrow Deposit Agreement and thereafter used, together with other funds of the County deposited with the Escrow Holder to retire on the earlier of the maturity date or the first optional redemption date, the Series 1996 Bonds. SECTION 18. SERIES 2005 FUNDS AND ACCOUNTS. There is hereby created and established the "Series 2005 Sinking Fund" within the Sinking Fund, the "Series 2005 Bond Amortization. Account" within the Bond Amortization Fund, and the "Series 2005 Reserve Account" within the Reserve Account. The Series 2005 Sinking Fund, the Series 2005 Bond Amortization Account, the Series 2005 Reserve Account, and the Series 2005 Rebate Account shall not in any manner affect the parity of the Series 2005 Bonds and the Series 1993 Bonds, and are established solely for the accounting convenience of the County. Revenues and other amounts deposited in the Sinking Fund for the Series 2005 Bonds shall 10 be held in the Series 2005 Sinking Fund. Revenues and other amounts deposited in the Bond Amortization Fund for the Series 2005 Bonds shall be held in the Series 2005 Bond Amortization Fund. Revenues and other amounts deposited in the Reserve Account for the Series 2005 Bonds shall be held in the Series 2005 Reserve Account. SECTION 19. COVENANTS OF THE COUNTY. The provisions of Section 17 of the Original Resolution shall be deemed applicable to this Resolution and shall apply to the Series 2005 Bonds issued pursuant to this Resolution as though fully restated herein. SECTION 20. AMENDING AND SUPPLEMENTING OF RESOLUTION. The provisions of Section 25 of the Original Resolution shall be deemed applicable to this Resolution and shall apply to the Series 2005 Bonds issued pursuant to this Resolution as though fully restated herein. SECTION 21. DEFEASANCE. The provisions of Section 24 of the Original Resolution shall be deemed applicable to this Resolution and shall apply to the Series 2005 Bonds issued pursuant to this Resolution as though fully restated herein. SECTION 22. TAX COVENANTS. With respect to the Series 2005 Bonds for which the County intends on the date of issuance thereof for the interest thereon to be excluded from gross income for purposes of Federal income taxation: (A) The County shall not use or permit the use of any proceeds of the Series 2005 Bonds or any other funds of the County, directly or indirectly, to acquire any securities or obligations, and shall not use or permit the use of any amounts received by the County with respect to the Series 2005 Bonds in any manner, and shall not take or permit to be taken any other action or actions, which would cause any Series 2005 Bonds to be an "arbitrage bond" within the meaning of Section 148, or "federally guaranteed" within the meaning of Section 149(b), of the Internal Revenue Code of 1986, as amended (in this Section called the "Code"), or otherwise cause interest on the Series 2005 Bonds to become subject to Federal income taxation, including the creation of any rebate funds or other funds and/or accounts required in that regard. (B) The County shall at all times do and perform all acts and things permitted by law and this Resolution which are necessary or desirable in order to assure that interest paid on Series 2005 Bonds will be excluded from gross income for purposes of Federal income taxes and shall take no action that would result in such interest not being so excluded. SECTION 23. REBATE. Anything to the contrary notwithstanding contained herein or in the Original Resolution, the County shall at least annually transfer into the "Series 2005 Rebate Account" which is hereby created and established, from funds and accounts created under this Resolution to which income on investments attributable to the 11 Series 2005 Bonds has been deposited, appropriate amounts sufficient to pay to the United States of America all amounts due with respect to the Series 2005 Bonds under the provisions of section 148(f) of the Code. The earnings on the Series 2005 Rebate Account shall be added to and become a part of the Series 2005 Rebate Account. Moneys in the Series 2005 Rebate Account shall be used by the County to pay any rebate liability under section 148(0 of the Code as and when due in accordance with instructions delivered to the County by Bond Counsel from time to time. SECTION 24. NEGOTIATED SALE OF SERIES 2005 BONDS. It is hereby found and determined that due to the complexity of the financing and the need to coordinate matters among the County, the County's Financial Advisor and the Underwriter, it is in the best interest of the County and the public to negotiate the sale of the Series 2005 Bonds. The disclosure required by Section 218.385, Florida Statutes, as amended, shall be provided to the County, as evidenced by a schedule attached to the Bond Purchase Contract wherein the Underwriter agrees to provide disclosure to the County prior to execution by the County of the Bond Purchase Contract. The Chairman or Vice Chairman of the Board of County Commissioners or the County Administrator is hereby authorized to award the sale of the Series 2005 Bonds to the Underwriter upon the County Administrator's determination that the offer submitted by the Underwriter for the purchase of all of,the Series 2005 Bonds is within all of the following parameters: (1) the true interest cost (taking into consideration underwriter's discount and net original issue discount or net original issue premium) on the Series 2005 Bonds does not exceed 4.75% per annum, (2) the Underwriter's discount does not exceed $6.00 per $1,000 of principal amount of the Series 2005 Bonds issued, (3) the par amount of the Series 2005 Bonds does not exceed $30,000,000, (4) the refunding of the refunded Series 1996 Bonds achieves a net present value savings of not less than 5.00%, and (5) the final maturity date for the Series 2005 Bonds is not later than the year 2022. The County Administrator or, in the absence of the County Administrator, the Director of Management and Budget, is hereby authorized to receive the offer to purchase the Series 2005 Bonds from the Underwriter upon substantially the terms and conditions set forth in the Bond Purchase Contract, which is hereby approved in substantially the form attached hereto as Exhibit "B", upon the satisfaction of the conditions set forth in this Section 24. The Bond Purchase Contract in substantially the form attached hereto as Exhibit "B" is hereby approved, with such changes, alterations and corrections as may be approved by the County Administrator or, in the absence of the County Administrator, the Director of Management and Budget, and the Chairman or Vice Chairman of the Board of County Commissioners or the County Administrator is hereby authorized to execute and deliver, on behalf of the County, the final Bond Purchase Contract satisfying the requirements of this Section 24. The approval of such changes, alterations and corrections shall be conclusively presumed by the execution thereof by the Chairman or Vice Chairman or the County Administrator. The authorization for any Bonds authorized but not purchased by the Underwriter under the Bond Purchase Contract shall be canceled. 12 SECTION 25. BOND INSURANCE. Insurance to insure the holder of any Bond the scheduled payment of principal and interest on behalf of the County shall be purchased from the Bond Insurer and payment for such insurance is hereby authorized from Bond proceeds in accordance with the Commitment for Municipal Bond Insurance from the Bond Insurer attached hereto as Exhibit "C." All provisions of the Original Resolution applicable to the Bond Insurer for the Series 1993 Bonds and the Series 1996 Bonds shall be equally applicable to the Bond Insurer for the Series 2005 Bonds. SECTION 26. RESERVE ACCOUNT. The County has previously funded the Reserve Account in the Debt Service Fund with a debt service reserve fund policy purchased from Financial Guaranty Insurance Company in conjunction with the issuance of the Series 1996 Bonds, which reserve fund policy will remain in effect and satisfy the Debt Service Reserve Fund Requirement for the Series 2005 Bonds. SECTION 27. PAYING AGENT AND REGISTRAR. J.P. Morgan Trust Company, N.A., Jacksonville, Florida is hereby appointed Paying Agent and Registrar for the Series 2005 Bonds. SECTION 28. PRELIMINARY OFFICIAL STATEMENT. The distribution by the Underwriter of a Preliminary Official Statement, substantially in the form of which is attached hereto as Exhibit "D" is hereby approved, and the County hereby authorizes and directs the County Administrator, or his designee, to determine that such Preliminary Official Statement is, as of its date, in nearly final form within the contemplation of Rule 15c2-12 of the Securities and Exchange Commission. The distribution of a final Official Statement of the County relating to the issuance of the Series 2005 Bonds is hereby approved, such final Official Statement to be in substantially the form attached as Exhibit "D" hereto, with such additional changes, insertions and omissions as may be made and approved by officers of the County executing the same, such execution to be conclusive evidence of any such approval. The Chairman and the County Administrator are hereby authorized to execute such Official Statement in substantially the form attached hereto. The execution of such Official Statement by such officers is hereby approved with such additional changes, insertions and omissions as may be made and approved by such officers. SECTION 29. CONTINUING DISCLOSURE UNDERTAKING. The Chairman or Vice -Chairman are hereby authorized and directed to execute and deliver, and the Clerk is hereby authorized to attest, on behalf of the County, the Continuing Disclosure Certificate substantially in the form of Exhibit "E" hereto, with such changes and completions as are acceptable to the signors thereof, with such execution to be conclusive evidence of the approval of such changes and completions, in order to evidence the County's agreement to undertake its continuing disclosure obligations as required by Rule 15c2-12 of the Securities and Exchange Commission. 13 SECTION 30. AUTHORIZATION TO EXECUTE. The Chairman (or in the absence of the Chairman, the Vice -Chairman), the Clerk, the Director of Management and Budget, the County Administrator, the County Finance Director and the County Attorney or any other appropriate officers of the County are hereby authorized and directed to execute any and all certifications or other - instruments or documents required by the Original Resolution, this 2005 Resolution, the Bond Purchase Contract or any other document referred to above as a prerequisite or pre -condition to the issuance of the Series 2005 Bonds and any such representation made therein shall be deemed to be made on behalf of the County. All action taken to date by the officers of the County in furtherance of the issuance of the Series 2005 Bonds is hereby approved, confirmed and ratified. SECTION 31. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Resolution should 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 or provisions of this Resolution or of the Series 2005 Bonds issued hereunder. SECTION 32. INCONSISTENT RESOLUTIONS. All prior resolutions of the County inconsistent with the provisions of this Resolution are hereby modified, supplemented and amended to conform to the provisions herein contained. [Remainder of page intentionally left blank] 14 RESOLUTION 2005-021 SECTION 33. EFFECTIVE DATE. The provisions of this Resolution shall take effect immediately upon its passage. PASSED AND ADOPTED the i_5 day of Feb , 2005. (SEAL) �A I i hST: J.K.Barton, Clerk BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA Lik s Chairman Deputy Clerk •- • Approved' as, to -form and legal sufficiency 15