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HomeMy WebLinkAbout2015-047w i nuc uuYT aERTIFfCATION ON LASTPAGE J.R WITH CI ERK EXECUTION COPY RESOLUTION NO. 2015-047 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, SUPPLEMENTING RESOLUTION NO. 2005-059 OF THE COUNTY, AS PREVIOUSLY AMENDED AND SUPPLEMENTED; PROVIDING FOR THE SALE OF A $20,369,000 LIMITED GENERAL OBLIGATION REFUNDING NOTE OF THE COUNTY; FIXING REDEMPTION PROVISIONS AND A SERIES DESIGNATION FOR SAID NOTE; PROVIDING FOR THE SALE OF SAID NOTE TO REGIONS CAPITAL ADVANTAGE, INC.; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on May 17, 2005, the Board of County Commissioners of Indian River County, Florida (the "County" or the "Issuer") adopted Resolution No. 2005-059, (the "Original Authorizing Resolution") providing for the issuance of not to exceed $50,000,000 in aggregate principal amount of Indian River County General Obligation Bonds (the "Bonds") payable from the County's ad valorem taxes without limit on all taxable property in the County as provided in the Original Authorizing Resolution; provided, however, that the Bonds shall be structured in such a manner that at the time of issuance of any series thereof, the millage rate required to make the maximum annual payment of the principal of and interest on the Bonds shall not exceed !/2 mil of the then assessed value of all lands situated in the County subject to ad valorem taxation; and WHEREAS, the Original Authorizing Resolution was previously amended by adoption of Resolution No. 2006-067 of the County (the Original Authorizing Resolution, as so amended, the "Existing Authorizing Resolution" and the Existing Resolution, as supplemented and amended hereby and as the same may be further supplemented and amended from time to time in accordance with its terms, the "Authorizing Resolution"); WHEREAS, the County has previously issued its Limited General Obligation Bonds, Series 2006 (the "Series 2006 Bonds"); and WHEREAS, the County desires to refund the portion of the Series 2006 Bonds maturing in the years 2017 through and including 2021 (the "Refunded Bonds") to achieve debt service savings; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, as follows: ATRUE COPY ,ERTIFICATION ON LASTPAGE I.R. SMITH. CLERK SECTION 1. AUTHORIZATION OF SERIES 2015 NOTE. The Issuer hereby authorizes the issuance of its "Indian River County, Florida Limited General Obligation Refunding Note", which shall constitute a "Bond" for purposes of the Authorizing Resolution, and the series designation for such Note is hereby determined to be Series 2015 (and hereinafter is referred to as the "Series 2015 Note"). SECTION 2. APPLICATION OF PROVISIONS OF THE AUTHORIZING RESOLUTION. The Series 2015 Note, authorized in this resolution (this "Resolution"), shall for all purposes (except as herein expressly provided) be considered to be issued under the authority of the Authorizing Resolution, and shall be entitled to all the protection and security provided therein for Bonds issued thereunder, and the Existing Resolution shall remain in effect with respect to the Series 2015 Note after the payment in full of the Refunded Bonds. Capitalized terms used herein without definition shall have the respective meanings ascribed to such terms in the Existing Resolution. SECTION 3. NEGOTIATED SALE. It is hereby found and determined that the Series 2015 Note to be issued by the County is in a relatively small aggregate principal amount and is for the purpose of refunding the Refunded Bonds, and thus constitutes debt not readily marketable at public sale. A public sale of the Series 2015 Note is theretofore found to be impractical in the prevailing bond market, and protection of the public interest necessitates the approval of a negotiated sale of the Series 2015 Note directly to the initial registered owner of the Series 2015 Note (such initial registered owner and any other registered owner of all or any portion of the Series 2015 Note from time to time, individually and collectively, the "Holder"). No underwriter or consultant has dealt with the County and no official statement or prospectus of the County was utilized concerning the issuance and sale of the Series 2015 Note. SECTION 4. AUTHORIZATION AND DESCRIPTION OF SERIES 2015 NOTE. (A) The Series 2015 Note shall be dated the day of its delivery, shall be issued as a fully registered Note; shall bear interest from its date of delivery, payable semi-annually, on January I and July I of each year, commencing on July, 1, 2015, at the rate of 1.66% per annum, subject to adjustment as set forth in paragraph (c) below, and shall be repayable as to principal as follows: Year Principal (July 1) Amount 2015 $320,000 2016 343,000 2017 4,053,000 2018 4,158,000 2019 4,227,000 2020 4,298,000 2021 2,970,000 For purposes of the payment of principal on the Series 2015 Note, the Series 2015 Note will be deemed a "Term Bond" under the Existing Resolution with amortization installments equal to the above -referenced amounts. The Series 2015 Note shall be issued in the single denomination of $20,369,000. Interest on the Series 2015 Note shall be calculated on the basis 1A a i'HUE COPY "ERTIFICATION ON LASTPAGE I. R, SMITH. CLERK of twelve 30 -day months over a year of 360 days. The form of the Series 2015 Note shall be as set forth in Exhibit A attached hereto. (B) If a "Determination of Taxability" (as defined below) shall occur, then the interest on the Series 2015 Note shall be adjusted to a rate determined by the Holder in its sole discretion necessary to maintain the same after-tax yield (the "Taxable Rate"). Upon the occurrence of a Determination of Taxability, the Issuer agrees to pay to the Holder upon demand (i) an additional amount equal to the difference between (a) the amount of interest paid on the Series 2015 Note during the period in which all or a portion of the interest on the Series 2015 Note was not excludable from the gross income of the holders thereof for federal income tax purposes (the "Taxable Period") and (b) the amount of interest that would have been payable on the Series 2015 Note during the Taxable Period had the interest rate on the Series 2015 Note been the Taxable Rate, plus (ii) an additional amount equal to any interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Internal Revenue Code of 1986, as amended) owed by the Holder as a result of the occurrence of a Determination of Taxability. For purposes hereof, "Determination of Taxability" means that all or any portion of the interest accrued or paid on all or any portion of the Series 2015 Note is not excludable from the gross income of the Holder (or any former Holder) for federal income tax purposes as determined by such Holder. In addition, a Determination of Taxability will be deemed to have occurred upon (i) the receipt by the County or the Holder of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency; (ii) the issuance of any public or private ruling of the Internal Revenue Service; or (iii) receipt by the County or Holder of an opinion of counsel experienced in tax matters relating to municipal bonds, in each case to the effect that the interest on the Series 2015 Note is not excluded from the gross income of the Holder thereof for federal income tax purposes. The above adjustments shall be cumulative, but in no event shall the interest on the Series 2015 Note exceed the maximum permitted by law. The above adjustments to the interest rate on the Series 2015 Note shall be effective for all periods during which tax treatment of the interest on the Series 2015 Note by the Holder thereof is affected. The Holder shall promptly notify the County in writing of any adjustment to the interest rate as required above. The Holder shall certify to the County in writing the additional amount, if any, due to the Holder as a result of an adjustment in the interest rate pursuant hereto. (C) The Series 2015 Note shall be subject to optional redemption prior to maturity, in whole or in part on any January 1 or July 1, and if in part in inverse order of principal installment, upon ten (10) calendar days' prior written notice by the Issuer to the Holder, at a price equal to 100% of the principal amount thereof to be redeemed, plus accrued interest to the redemption date. (D) Payment of interest on and principal of the Series 2015 Note shall be made to the registered owner thereof and shall be paid by check or draft of the Paying Agent to the Holder in whose name the Series 2015 Note is registered at the close of business on the 15th day of the 3 A (RUE COPY �'ERTIFICATION ON LASTPAGE J.R. SMITH. CLERK month (whether or not a business day) next preceding the interest payment date. All payments shall be made in accordance with and pursuant to the terms of the Authorizing Resolution and the Series 2015 Note and shall be payable in any coin and currency of the United States of America which, at the time of payment, is legal tender for the payment of public or private debts. After retirement of the Series 2015 Note, the Holder shall return the original thereof to the County for cancellation. (E) Upon and during the continuance of an Event of Default, the Series 2015 Note shall bear interest at a rate per annum equal to the Default Rate until all amounts then due under the Series 2015 Note are paid in full. The "Default Rate" shall be the lesser of (a) the rate per annum equal to the sum of (i) 6% and (ii) the interest rate otherwise applicable to the Series 2015 Note but for the occurrence of an Event of Default and (b) any statutory maximum interest rate imposed by the State of Florida and applicable to the Series 2015 Note. An "Event of Default' means the occurrence of any one or more of the following: (1) failure of the County to pay when due the principal of or interest on the Series 2015 Note or any other amount payable to the Holder pursuant to the Authorizing Resolution and/or the Series 2015 Note when due, whether by scheduled maturity, required prepayment, redemption or otherwise, (2) any representation or warranty made or deemed made by or on behalf of the County in connection with the Authorizing Resolution or in the Series 2015 Note shall prove to be incorrect in any material respect when made, (3) the County shall fail to observe or perform any other term, covenant or agreement contained in the Authorizing Resolution or in the Series 2015 Note, (4) the County shall (I) commence a voluntary case or other proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial part of its property, (II) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (5) below, (III) apply for or consent to the appointment of a custodian, trustee, receiver, liquidator or other similar official for the County or for a substantial part of its assets, (IV) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (V) make a general assignment for the benefit of creditors, or (VI) take any action for the purpose of effecting any of the foregoing, (5) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (I) liquidation, reorganization or other relief in respect of the County or its debts, or any substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (II) the appointment of a custodian, trustee, receiver, liquidator or other similar official for the County or for a substantial part of its assets, and in any such case, such proceeding or petition shall remain undismissed for a period of sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered, (6) the County shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay, its debts as they become due, (7) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any indebtedness of the County by the State or any governmental authority with appropriate jurisdiction, (8) any material provision of the Authorizing Resolution or the Series 2015 Note shall at any time for any reason cease to be valid and legally enforceable against the County as a result of any legislative or administrative action by a governmental authority with competent jurisdiction, or the County shall publicly contest the validity, legality or enforceability of any such material provision, (9) 11 A TRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH. CLERK the occurrence of a "default" or "event of default" (however defined) under (I) the Series 2015 Note or the Authorizing Resolution or (II) any general obligation indebtedness of the County after giving effect to any applicable grace or cure periods provided in the instrument or agreement under which such indebtedness was created or incurred. SECTION 5. USE OF PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of the Series 2015 Note shall be applied simultaneously with the delivery of the Series 2015 Note to the purchaser thereof, as follows: (A) The County shall pay all costs and expenses in connection with the preparation, sale, issuance and delivery of the Series 2015 Note. (B) The remainder of the proceeds of the sale of the Series 2015 Note shall be deposited pursuant to the Escrow Deposit Agreement (hereinafter defined) and applied to the defeasance and redemption of the Refunded Bonds. SECTION 6. AUTHORIZATION OF REFUNDING OF REFUNDED BONDS. The refunding of the Refunded Bonds is hereby authorized by the County. SECTION 7. LEVY OF AD VALOREM TAXES. The levy of ad valorem taxes not to exceed one-half mill on the assessed value of lands situated in the County and subject to ad valorem taxation to pay debt service or Bonds issued when the Authorizing Resolution provided by Sections 4 and 16 thereof shall be deemed to include debt service on the Series 2015 Note as a "Bond" issued thereunder. SECTION 8. SALE OF THE SERIES 2015 NOTE. The Series 2015 Note shall be sold to Regions Capital Advantage, Inc. (the "Purchaser") at a price of par, and the Chairman and Clerk of the Board are authorized and directed to execute any purchase contract or commitment letter and deliver the same to the Purchaser. The County acknowledges and agrees that the Purchaser is purchasing the Series 2015 Note in evidence of a privately negotiated loan and in that connection the Series 2015 Note shall not be (i) assigned a separate rating by any municipal securities rating agency, (ii) registered with The Depositary Trust Company or any other securities depository, (iii) issued pursuant to any type of offering document or official statement or (iv) assigned a CUSIP number by Standard & Poor's CUSIP Service. SECTION 9. ROLE OF PURCHASER. The Purchaser and its representatives are not registered municipal advisors and do not provide advice to municipal entities or obligated persons with respect to municipal financial products or the issuance of municipal securities (including regarding the structure, timing, terms and similar matters concerning municipal financial products or municipal securities issuances) or engage in the solicitation of municipal entities or obligated persons for the provision by non-affiliated persons of municipal advisory services and/or investment advisory services. With respect to this Resolution, the Existing Resolution and any other information, materials or communications provided by the Purchaser: (A) the Purchaser and its representatives are not recommending an action to any municipal entity or obligated person; (B) the Purchaser and its representatives are not acting as an advisor to any municipal entity or obligated person and do not owe a fiduciary duty pursuant to Section 15B of y AE COPS' "ERTIEICATION ON LASTPAGE J.R. SMITH, CLERK the Securities Exchange Act of 1934 to any municipal entity or obligated person with respect to this Resolution, the Existing Resolution, information, materials or communications; (C) the Purchaser and its representatives are acting for their own interests; and (D) the County has been informed that the County should discuss this Resolution, the Existing Resolution and any such other information, materials or communications with any and all internal and external advisors and experts that the County deems appropriate before acting on this Resolution, the Existing Resolution or any such other information, materials or communications. SECTION 10. APPOINTMENT OF REGISTRAR AND PAYING AGENT. The Registrar and Paying Agent for the Series 2015 Note shall be the Clerk. SECTION 11. APPROVAL OF ESCROW AGREEMENT. The County hereby authorizes and approves an Escrow Deposit Agreement, substantially in the form attached hereto as Exhibit B, with such changes and modifications thereto as shall be approved by the Chairman and Clerk, approval to be presumed by his or her execution thereof (the "Escrow Deposit Agreement"). SECTION 12. ADDITIONAL COVENANTS. (A) The County agrees to reimburse the Holder (or its agent, receiver, trustee or other representative) upon demand therefor for all reasonable legal and collection costs in connection with the exercise of the Holder's remedies or the collection of payments on the Series 2015 Note upon the occurrence of an Event of Default under the Authorizing Resolution. (B) The County agrees to notify the Holder immediately if an Event of Default under the Authorizing Resolution should occur. (C) The County agrees that, to the extent permitted by law, it will not assert any immunity it may have as a public entity under state law with respect to the Series 2015 Note or any of the Issuer's other obligations under the Authorizing Resolution. (D) The County agrees to provide to the Holder, at no cost to the Holder, (i) within 240 days after the end of each Fiscal Year of the County, a copy of its audited financial statements for such Fiscal Year; and (ii) within 30 days after adoption thereof, each of the County's annual operating and capital budgets. (E) The County agrees to comply with all county, state and federal regulations in regard to all timeframes for reporting of all budgetary, compliance and financial issues. (F) The County agrees that the County will not file or submit, or permit the filing or submission, of all or any portion of this Resolution with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system (or any successor continuing disclosure vehicle) unless this Resolution or portion thereof, as applicable, to be so filed or submitted (i) has been submitted to the Holder in advance of such filing or submission and (n) shall have been redacted to the extent required by the Holder. SECTION 13. TRANSFER OF THE SERIES 2015 NOTE. The Series 2015 Note, and the rights of the Holder thereunder and under the Authorizing Resolution, may be transferred 361 4 iHUEDOPY 'ERTIFICATION ON LAST PAGE J.R. SMITH. CLERK or assigned, in whole or in part by the Holder in its sole discretion. The transfer of the Series 2015 Note shall be restricted to Permitted Lenders. A "Permitted Lender" shall mean any bank, trust company, savings institution, finance or leasing company, accredited investor (as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "33 Act")), qualified institutional buyer (as defined in Rule 144A promulgated under the 33 Act) insurance company that is engaged as a regular part of its business in making loans and is authorized to do business in the State or any other person or entity to the extent permitted by applicable law. SECTION 14. GENERAL AUTHORITY. The members of the Board of County Commissioners of the County and the officers, attorneys and other agents or employees of the County and the Clerk are hereby authorized to do all acts and things required of them by this Resolution or the Existing Resolution, or desirable or consistent with the requirements hereof or the Existing Resolution, for the full punctual and complete performance hereof or thereof. Each member, employee, attorney and officer of the County is hereby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. The Chairman and/or the Clerk are hereby authorized to execute such security purchase forms, tax forms or agreements as shall be necessary to effect the transactions contemplated hereby, including designating the Financial Advisor and Bond Counsel to assist or act as agent in such security purchase. SECTION 15. EXISTING RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Existing Resolution and all the terms and provisions thereof, including the covenants contained therein, are and shall remain in full force and effect and applicable to the Series 2015 Note. This Resolution shall not be amended, supplemented or otherwise modified, superseded or rescinded without the prior written consent of the Holder in each instance. SECTION 16. WAIVER OF JURY TRIAL. To the extent permitted by applicable law, each of the County and the Holder irrevocably and voluntarily waives any right it may have to a trial by jury with respect to any controversy or claim between the County and the Lender, whether arising in contract or tort or by statute, including but not limited to nay controversy or claim that arises out of or relates to this Resolution or the Series 2015 Note. This provision is a material inducement for the Holder's determination to make the loan evidenced by its purchase of the Series 2015 Note. SECTION 17. NOTICES. All notices, certificates or other communications will be sufficiently given and will be deemed given when delivered or mailed by certified or registered mail, postage prepaid, as follows: if to the County, to the County of Indian River, Florida, 1801 27th Street, Vero Beach, Florida 32960, Attention: Finance Director; if to the Holder, to Regions Capital Advantage, Inc., 1900 5th Avenue North, Suite 2400; Birmingham, Alabama 35203, Attention: Bo Buckner. The County and the Holder, may, by written notice, designate any further or different addresses to which subsequent notices, certificates or other communications will be sent. 7 4 TRITE COPY f'ERTIFICATION ON LAST PAG E J.R. SMITH. CLERK SECTION 18. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, even though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or the Series 2015 Note issued hereunder. SECTION 19. INCONSISTENT PROVISIONS. All prior resolutions and motions of the Issuer inconsistent with the provisions of this resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and except as otherwise modified, supplemented and amended hereby shall remain in full force and effect. SECTION 20. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. The foregoing resolution was offered by Commissioner Solari and seconded by Commissioner Davis and, upon being put to a vote, the vote was as follows: Wesley S. Davis, Chairman Aye Bob Solari, vice Chairman Aye Joseph E. Flescher, Commissioner Aye Peter D. O'Bryan, Commissioner Aye Tim Zorc, Commissioner Aye The Chairman thereupon declared the resolution duly passed and adopted this 7th day of April, 2015. Board of County Commissioners Indian River County, Florida By: Wes ey S. Dai , Chairman M PASSES AND ADOPTED the 7th day of April, 2015. (SEAL) ATTEST: hance & poa �\pr n RCOUNVf�O/ Approved as to form and legal sufficiency: ounty Attorney Z I HUE COPY 'JERTIFICATION ON LASTPAGE J.R. SMITH. CLERK INDIAN RIVER COUNTY, FLORIDA Chairman, Bo d of County Commissioners No. R- EXHIBIT A FORM OF SERIES 2015 NOTE 4 I RIFE COPY 3ERTIEICATION ON LAST PAGE J.R. SMITH. CLERK $20,369,000 UNITED STATES OF AMERICA INIDIAN RIVER COUNTY, FLORIDA LIMITED GENERAL OBLIGATION REFUNDING NOTE, SERIES 2015 Interest Rate Maturity Date Date of Original Issue 1.66%* July 1, 2021 April 9, 2015 Registered Holder: Regions Capital Advantage, Inc. Principal Amount: TWENTY MILLION THREE HUNDRED SIXTY-NINE THOUSAND DOLLARS Indian River County, Florida (the "County"), for value received, hereby promises to pay to the Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and to pay interest on such Principal Amount identified above or from the most recent interest payment date to which interest has been paid at the Interest Rate per annum identified above on January 1 and July 1 of each year commencing July 1, 2015 until such Principal Amount shall have been paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Payment of the Principal Amount of this Note shall be due as follows: Year Principal (July 1) Amount 2015 $320,000 2016 343,000 2017 4,053,000 2018 4,158,000 2019 4,227,000 2020 4,298,000 2021 2,970,000 Interest on this Note shall be calculated on basis of twelve 30 -day months over a year of 360 days. The Interest Rate on this Note is subject to adjustment upon certain events as set forth in the Resolution described below. Upon and during the continuance of an Event of Default, this Note shall bear interest at a default rate equal to the lesser of (a) the rate per annum equal to the sum of (i) 6% and (ii) the interest rate otherwise applicable to this Note but for the occurrence of an Event of Default and (b) any statutory maximum interest rate imposed by the State of Florida and applicable to this Note, until all amounts then due hereunder are paid in full. *Subject to adjustment as described herein. A-1 A T RIDE COPY 3ERTIEICATION ON LASTPME J.R. SMITH. CLERK Such Principal Amount and interest and the premium, if any, on this Note are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Interest payable on this Note on any interest payment date and principal paid on any principal payment date will be paid by check or draft of the Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners of Indian River County, Florida, as registrar and paying agent, to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day of the calendar month (whether or not a business day) next preceding the month in which such interest payment is due. In lieu of payment by check or draft, and at the request and expense of such Holder, payment may be made by bank wire transfer for the account of such Holder. This Note is issued to refund a portion of the County's Limited General Obligation Bonds, Series 2006, which were issued to finance the cost of the acquisition of lands to protect water resources and drinking water, environmentally significant land, historic sites, agricultural lands and lands for open spaces and/or wildlife habitat (the "Projects"), and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Florida Statutes, Article VII, Section 12 of the Florida Constitution, and a Resolution of the County, duly adopted by the Board of County Commissioners on May 17, 2005, as amended and supplemented, and particularly as supplemented by a Resolution adopted April 9, 2015 (collectively the "Resolution") and is subject to all the terms and conditions of such Resolution. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Note exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of this issue does not violate any constitutional, statutory, or charter limitation or provision, and that provision has been made for the collection of a direct annual tax, in an amount not to exceed 'h mill of the then -assessed value of all property in the County taxable for such purpose for the payment of which the full faith, credit and taxing power of the County are irrevocably pledged. The Bonds shall be subject to redemption prior to their maturity at the option of the County, as set forth in the Resolution. Notice of such redemption shall be given in the manner required by the Resolution. Reference to the Resolution is hereby made for a description of the funds charged with and pledged to the payment of the principal of interest on the Note, the nature and extent of the security for the payment of the Note, a statement of the rights, duties and obligations of the County, the rights of the holders of the Note, to all the provisions of which Resolution the holder hereof by the acceptance of this Note assents. Capitalized terms used but undefined herein shall have the respective meanings ascribed to such terms in the Resolution. The transfer of the Note is registrable by the Noteholder hereof in person or by his attorney or legal representative at the office of the Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners of the County but only in the manner and subject to the conditions provided in the Resolution and upon surrender and cancellation of this Note. A-2 A IHUECOPY CERTIFICATION ON LAST PAG E J.R. SMITH. QFRK This Note shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Resolution until it shall have been authenticated by the execution by the Registrar of the certificate of authentication endorsed hereon. A-3 A TRUE COPv CERTIFICATION ON LASTPAGE J.R. SMITH, CLERK IN WITNESS WHEREOF, the County, acting by and through the Commission, has issued this Note and has caused the same to be signed by its Chairman and attested to by the Clerk of the Circuit Court for the County (the signatures of the Chairman and the Clerk being authorized to be facsimile of such officers' signatures) and its seal or a facsimile of thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the 9th day of April, 2015. (SEAL) ATTEST: CPQ' er 00 7 INDIAN RIVER COUNTY, FLORIDA Chairman, Board of CoVty Commissioners CERTIFICATION OF AUTHENTICATION This Note is one of the Bonds issued under the provisions of the within -mentioned Resolution. Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners of Indian River County, Florida, Registrar, as Authenticating Agent Date of Authentication: a By. (o/y A t ri ignatory A-4 ASSIGNMENT AND TRANSFER FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or other identifying number of assignee) the attached Note of Indian River County, Florida, and does hereby constitute and appoint , attorney, to transfer the said Note on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed by: [member firm of the New York Stock Exchange of a commercial bank or a trust company.] an Title: NOTICE: No transfer will be registered and no new Note will be issued in the name of the Transferee, unless the signature to this assignment corresponds the name as it appears upon the face of the within Note in particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. S7M1'E OF FLORIDA INDIAN RIVER COUNTY THIS IS TO CERTIFY THAT THIS IS A TRUE AND C RECT COPY OF THE ORIGIN N FILE IN THI OFFICE. Y R. EMIT R sr DC. DATE 4'?L.OLS A-5