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HomeMy WebLinkAbout1991-079INDIAN RIVER COUNTY, FLORIDA RESOLUTION NO. 91-79. A RESOLUTION AMENDING AND RESTATING RESOLUTION NO. 91-70 OF INDIAN RIVER COUNTY, FLORIDA, ENTITLED: "RESOLUTION NO. 91-70 A RESOLUTION SUPPLEMENTING RESOLUTION NO. 85-78 OF INDIAN RIVER COUNTY, FLORIDA, AS AMENDED AND SUPPLEMENTED; AUTHORIZING THE CONSTRUCTION, ACQUISITION, FURNISHING AND EQUIPPING OF AN EXPANSION OF THE SANDRIDGE GOLF COURSE OF AND IN THE COUNTY; MAKING SAID EXPANSION A PART OF THE PROJECT, AS DEFINED BY SAID RESOLUTION; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $6,500,000 RECREATIONAL REVENUE BONDS, SERIES 1991, TO FINANCE THE COST OF THE EXPANSION, AS ADDITIONAL PARITY OBLIGATIONS UNDER SAID RESOLUTION; MAKING CERTAIN PLEDGES, COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE." TO FURTHER PROVIDE FOR THE TERMS AND CONDITIONS UPON WHICH THIS COUNTY MAY ISSUE WATER AND SEWER REVENUE BONDS AND PROVIDE FOR THE PAYMENT AND SECURITY THEREOF. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN F COUNTY, FLORIDA; SECTION 1. Muthority for Resolution. This resolution iS ad( pursuant to Ghapter 1n, Florida 5tatutG5 (1990), as amended. and c milaatla Dminlana of 1au. SECTION 2. Findings. It is hereby ascertained, determined declared that: A. The Board of County Commissioners of Indian River County, Florida, on June 18, 1991, duly adopted a resolution entitled as follows: "RESOLUTION NO. 91-70 A RESOLUTION SUPPLEMENTING RESOLUTION NO. 85-78 OF INDIAN RIVER COUNTY, FLORIDA, AS AMENDED AND SUPPLEMENTED; AUTHORIZING THE CONSTRUCTION, ACQUISITION, FURNISHING AND EQUIPPING OF AN EXPANSION OF THE SANDRIDGE GOLF COURSE OF AND IN THE COUNTY; MAKING SAID EXPANSION A PART OF THE PROJECT, AS DEFINED BY SAID RESOLUTION; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $6,500,000 RECREATIONAL REVENUE BONDS, SERIES 1991, TO FINANCE THE COST OF THE EXPANSION, AS ADDITIONAL PARITY OBLIGATIONS UNDER SAID RESOLUTION; MAKING CERTAIN PLEDGES, COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE." (hereinafter called the "Bond Resolution"). B. It is necessary and desirable to amend and restate the Bond Resolution to further provide for the issuance of the Series 1991 Bonds and the terms and provisions upon which additional bonds may be issued under the Bond Resolution and may be paid and secured. SECTION 3. Amendment and Restatement of Bond Resolution. The Bond Resolution is hereby amended and restated in its entirety to read as follows: "RESOLUTION NO. 91-70 A RESOLUTION AMENDING AND SUPPLEMENTING RESOLUTION NO. 85-78 OF INDIAN RIVER COUNTY, FLORIDA, AS AMENDED AND SUPPLEMENTED; AUTHORIZING THE CONSTRUCTION, ACQUISITION, FURNISHING AND EQUIPPING OF AN EXPANSION OF THE SANDRIDGE GOLF COURSE OF AND IN THE COUNTY; MAKING SAID EXPANSION A PART OF THE PROJECT, AS DEFINED BY SAID RESOLUTION; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $6,500,000 RECREATIONAL REVENUE BONDS, SERIES 1991, TO FINANCE THE COST OF THE EXPANSION, AS ADDITIONAL PARITY OBLIGATIONS UNDER SAID RESOLUTION; MAKING CERTAIN PLEDGES, COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. "SECTION 1. AUTHORITY FOR RESOLUTION. This Resolution, which amends and supplements the Master Bond Resolution hereinafter defined, is adopted pursuant to Chapters 125, Florida Statutes (1990), as amended, Indian River County Ordinance 77-19, duly enacted by the Board on August 3, 1977, as amended, and other applicable provisions of law. "SECTION 2. DEFINITIONS. All terms used herein shall have the ' meanings ascribed to them in the Master Bond Resolution, except as otherwise expressly provided herein. When used in this Resolution the following terms shall have the following meanings, unless the context clearly requires otherwise: - 2 - "A. "AMBAC Indemnity" or "AMBAC" shall mean AMBAC Indemnity Corpora a Wisconsin -domiciled stock insurance company. "B. "County" shall mean Indian River County, Florida. "C. "Master Bond Resolution" shall mean Resolution No. 85-78 o County, as amended and supplemented, from time to time, including, to the e provided herein, this Resolution. "D. "Municipal Bond Insurance Policy" shall mean the municipal insurance policy or policies issued by AMBAC insuring the payment when due c principal of and interest on the Series 1985 Bonds and the Series 1991 Bor provided therein. "E. "1991 Construction Fund" shall mean the Recreational Revenue F Series 1991, Construction Fund established hereunder. "F. "1991 Project" shall mean the expansion of the Sandridge Golf( authorized to be constructed, acquired, furnished and equipped under Resolution, including without limitation the acquisition, construc furnishing and equipping of an additional eighteen hole public golf court an expansion of the clubhouse facilities. "G. "Series 1991 Bonds" shall mean the Indian River County, F] Recreational Revenue Bonds, Series 1991, authorized to be issued under Resolution. "Words importing singular number shall include the plural numb vice versa and words importing persons shall include firms, corporatiot other entities and vice versa. "SECTION 3. FINDINGS. It is hereby ascertained, determin4 declared that: "A. The Board on July 17, 1985 duly adopted a resolution entit] follows: "RESOLUTION NO. 85-78 A RESOLUTION PROVIDING FOR THE CONSTRUCTION AND EQUIPMENT OF A PUBLIC GOLF COURSE IN INDIAN RIVER COUNTY, FLORIDA; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $4,200,000 RECREATIONAL REVENUE BONDS, SERIES 1985, OF THE COUNTY TO FINANCE THE COST THEREOF; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH BONDS FROM THE NET REVENUES TO BE - 3 - DERIVED FROM THE OPERATION OF THE GOLF COURSE, THE RACETRACK FUNDS AND JAI ALAI FRONTON FUNDS ACCRUING ANNUALLY TO INDIAN RIVER COUNTY, FLORIDA, PURSUANT TO LAW AND CERTAIN INVESTMENT INCOME." "B. The Board on April 16, 1986, duly adopted Resolution No. 86 - amending Resolution 85-78. "C. It is necessary and desirable to construct, acquire, furnish equip an expansion of the Sandridge Golf Course of and in the County. "D. The County deems it necessary and in its best interest to finance t cost of said expansion by the issuance of the Series 1991 Bonds as Addition Parity Obligations under the Master Bond Resolution. "E. The Series 1991 Bonds shall be payable solely from the Pledged Fur and from certain other funds specified herein. "F. It is expected that the Pledged Funds will be sufficient to pay t principal of, premium, if any, and interest on the Bonds, including the Seri 1991 Bonds. "SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of t acceptance of the Series 1991 Bonds by the Registered Owners thereof who shz hold the same from time to time, the Master Bond Resolution, including tt Resolution, shall be deemed to be and shall constitute a contract between t County and Registered Owners of the Series 1991 Bonds. The covenants agreements set forth herein and in the Master Bond Resolution to be performed the County shall be for the equal benefit, protection and security of i Registered Owners of the Bonds, including the Series 1991 Bonds, all of wh: Bonds shall be of equal rank and without preference, priority or distinction w: respect to any other Bonds, except as expressly provided in the Master Bl Resolution, in this Resolution and in the Bonds. "SECTION 5. AUTHORIZATION OF 1991 PROJECT. The 1991 Project is her authorized in accordance with the plans and specifications on file or to be fi with the County, as modified from time to time as deemed necessary or desirab "SECTION 6. 1991 PROJECT MADE A PART OF THE PROJECT. The 1991 Proj shall be a part of the Project. "SECTION 7. ADDITIONAL SECURITY FOR AND COVENANTS WITH RESPECT TO SERIES 1985 BONDS AND THE SERIES 1991 BONDS. The principal of, interest premium, if any, on the Series 1985 Bonds and the Series 1991 Bonds shall secured forthwith equally and ratably by a lien upon and a pledge of the Sa Tax, as defined in Resolution No. 85-75 of the County, as amended (the "Sa - 4 - "A. "AMBAC Indemnity" or "AMBAC" shall mean AMBAC Indemnity Corporation, as Wisconsin -domiciled stock insurance company. "B. "County" shall mean Indian River County, Florida. "C. "Master Bond Resolution" shall mean Resolution No. 85-78 of the County, as amended and supplemented, from time to time, including, to the extent provided herein, this Resolution. "D. "Municipal Bond Insurance Policy" shall mean the municipal bond insurance policy or policies issued by AMBAC insuring the payment when due of the principal of and interest on the Series 1985 Bonds and the Series 1991 Bonds as provided therein. "E. "1991 Construction Fund" shall mean the Recreational Revenue Bonds, Series 1991, Construction Fund established hereunder. "F. "1991 Project" shall mean the expansion of the Sandridge Golf Course authorized to be constructed, acquired, furnished and equipped under this Resolution, including without limitation the acquisition, construction, furnishing and equipping of an additional eighteen hole public golf course and an expansion of the clubhouse facilities. "G. "Series 1991 Bonds" shall mean the Indian River County, Florida Recreational Revenue Bonds, Series 1991, authorized to be issued under this Resolution. "Words importing singular number shall include the plural number and vice versa and words importing persons shall include firms, corporations and other entities and vice versa. "SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: "A. The Board on July 17, 1985 duly adopted a resolution entitled as follows: "RESOLUTION NO. 85-78 A RESOLUTION PROVIDING FOR THE CONSTRUCTION AND EQUIPMENT OF A PUBLIC GOLF COURSE IN INDIAN RIVER COUNTY, FLORIDA; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $4,200,000 RECREATIONAL REVENUE BONDS, SERIES 1985, OF THE COUNTY TO FINANCE THE COST THEREOF; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH BONDS FROM THE NET REVENUES TO BE - 3 - DERIVED FROM THE OPERATION OF THE GOLF COURSE, THE RACETRACK FUNDS AND JAI ALAI FRONTON FUNDS ACCRUING ANNUALLY TO INDIAN RIVER COUNTY, FLORIDA, PURSUANT TO LAW AND CERTAIN INVESTMENT INCOME." "B. The Board on April 16, 1986, duly adopted Resolution No. 86 amending Resolution 85-78. "C. It is necessary and desirable to construct, acquire, furnish equip an expansion of the Sandridge Golf Course of and in the County. "D. The County deems it necessary and in its best interest to finance cost of said expansion by the issuance of the Series 1991 Bonds as Additio Parity Obligations under the Master Bond Resolution. "E. The Series 1991 Bonds shall be payable solely from the Pledged Fu and from certain other funds specified herein. "F. It is expected that the Pledged Funds will be sufficient to pay principal of, premium, if any, and interest on the Bonds, including the Ser 1991 Bonds. "SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of acceptance of the Series 1991 Bonds by the Registered Owners thereof who sti hold the same from time to time, the Master Bond Resolution, including t Resolution, shall be deemed to be and shall constitute a contract between County and Registered Owners of the Series 1991 Bonds. The covenants agreements set forth herein and in the Master Bond Resolution to be performer the County shall be for the equal benefit, protection and security of Registered Owners of the Bonds, including the Series 1991 Bonds, all of wt Bonds shall be of equal rank and without preference, priority or distinction u respect to any other Bonds, except as expressly provided in the Master F Resolution, in this Resolution and in the Bonds. "SECTION 5. AUTHORIZATION OF 1991 PROJECT. The 1991 Project is hei authorized in accordance with the plans and specifications on file or to be fi with the County, as modified from time to time as deemed necessary or desirat "SECTION 6. 1991 PROJECT MADE A PART OF THE PROJECT. The 1991 Pro shall be a part of the Project. "SECTION 7. ADDITIONAL SECURITY FOR AND SERIES 1985 BONDS AND THE SERIES 1991 BONDS. premium, if any, on the Series 1985 Bonds and secured forthwith equally and ratably by a lien Tax, as defined in Resolution No. 85-75 of the - 4 - COVENANTS WITH RESPECT TO The principal of, interest the Series 1991 Bonds shall upon and a pledge of the Si County, as amended (the "S DERIVED FROM THE OPERATION OF THE GOLF COURSE, THE RACETRACK FUNDS AND JAI ALAI FRONTON FUNDS ACCRUING ANNUALLY TO INDIAN RIVER COUNTY, FLORIDA, PURSUANT TO LAW AND CERTAIN INVESTMENT INCOME." "B. The Board on April 16, 1986, duly adopted Resolution No. 86-19 amending Resolution 85-78. "C. It is necessary and desirable to construct, acquire, furnish and equip an expansion of the Sandridge Golf Course of and in the County. "D. The County deems it necessary and in its best interest to finance the cost of said expansion by the issuance of the Series 1991 Bonds as Additional Parity Obligations under the Master Bond Resolution. "E. The Series 1991 Bonds shall be payable solely from the Pledged Funds and from certain other funds specified herein. "F. It is expected that the Pledged Funds will be sufficient to pay the principal of, premium, if any, and interest on the Bonds, including the Series 1991 Bonds. "SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Series 1991 Bonds by the Registered Owners thereof who shall hold the same from time to time, the Master Bond Resolution, including this Resolution, shall be deemed to be and shall constitute a contract between the County and Registered Owners of the Series 1991 Bonds. The covenants and agreements set forth herein and in the Master Bond Resolution to be performed by the County shall be for the equal benefit, protection and security of the Registered Owners of the Bonds, including the Series 1991 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 the Master Bond Resolution, in this Resolution and in the Bonds. "SECTION 5. AUTHORIZATION OF 1991 PROJECT. The 1991 Project is hereby authorized in accordance with the plans and specifications on file or to be filed with the County, as modified from time to time as deemed necessary or desirable. "SECTION 6. 1991 PROJECT MADE A PART OF THE PROJECT. The 1991 Project shall be a part of the Project. 11 SECTION 7. ADDITIONAL SECURITY FOR AND SERIES 1985 BONDS AND THE SERIES 1991 BONDS. premium, if any, on the Series 1985 Bonds and secured forthwith equally and ratably by a lien Tax, as defined in Resolution No. 85-75 of the - 4 - COVENANTS WITH RESPECT TO THE The principal of, interest and the Series 1991 Bonds shall be upon and a pledge of the Sales County, as amended (the "Sales Tax" and the "Sales Tax Resolution", respectively). The County hereby irrevocably pledges the Sales Tax to the payment of the principal of, interest and premium, if any, on the Series 1985 Bonds and the Series 1991 Bonds. Such lien and pledge shall be junior and subordinate in all respects to the lien upon and the pledge of the Sales Tax to the payment of the principal of, interest and premium, if any, on the bonds, now outstanding or hereafter issued, under the Sales Tax Resolution. "The County hereby covenants that it will not issue any additional installments of bonds authorized under the Sales Tax Resolution or any additional parity obligations under the Sales Tax Resolution unless there shall have been obtained and filed with the County a certificate of the Accountant stating and setting forth the same information as required by Section 17J(1) of the Sales Tax Resolution, except that for purposes of said certificate the Maximum Debt Service Requirement shall include the maximum Bond Service Requirement on the Series 1985 Bonds and the Series 1991 Bonds and Sales Tax receipts shall include Race Track Funds and Jai Alai Fronton Funds. However, said certificate shall not be required if compliance with the first paragraph of said Section 17(J)(1) is not required. "If at any time hereafter there are no bonds outstanding under the Sales Tax Resolution and the County covenants not to thereafter issue any bonds under the Sales Tax Resolution, then the foregoing lien and pledge no longer shall be in effect and the principal of, interest and premium, if any, on the Series 1985 Bonds and the Series 1991 Bonds shall thereafter be secured forthwith equally and ratably by a lien upon and a pledge of fourteen percent (14%) of the Sales Tax, as defined in the Sales Tax Resolution. The County in such event hereby irrevocably pledges said fourteen percent (14%) of the Sales Tax to the payment of the principal of, interest and premium, if any, on the Series 1985 Bonds and the Series 1991 Bonds. "To the extent that the Sales Tax received by the County in any Fiscal Year is not required for the payment of the principal of, interest and premium, if any, on the Series 1985 Bonds and the Series 1991 Bonds in such Fiscal Year, it may be used by the County for any lawful purpose. "The foregoing liens, pledges, covenants and provisions shall be no longer in effect when neither any of the Series 1985 Bonds nor any of the Series 1991 Bonds are outstanding or when the Series 1985 Bonds and the Series 1991 Bonds have been defeased pursuant to Section 18 of the Master Bond Resolution. "SECTION 8. AUTHORIZATION AND DESCRIPTION OF SERIES 1991 BONDS. Subject and pursuant to the provisions of the Master Bond Resolution and this Resolution, obligations of the County to be known as "Recreational Revenue Bonds, Series 1991," are hereby authorized to be issued in the aggregate principal amount of not exceeding $6,500,000. The Series 1991 Bonds shall be Additional Parity 5 Obligations issued pursuant to the Master Bond Resolution. The Series 1991 Bonds shall be dated as of a date to be fixed by subsequent resolution of the County and may be numbered consecutively from one upward or in such other manner as agreed upon between the County and the Bond Registrar. The Series 1991 Bonds shall be issued in such denominations, shall bear interest at such rate or rates, not exceeding the maximum rate authorized by applicable law, payable at such times, shall mature on such dates 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 County adopted at or prior to the sale of the Series 1991 Bonds. The Series 1991 Bonds shall be substantially in the form set forth in the Master Bond Resolution, with such omissions, insertions and variations as may be necessary and/or desirable and authorized or permitted by the Master Bond Resolution, 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. "The Series 1991 Bonds shall be issued in fully registered form without coupons; shall be payable with respect to principal at a principal 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 check 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. "Notwithstanding any other provisions of this section, the Board may, at its option, prior to the date of issuance of the Series 1991 Bonds and subject to the approval of the purchasers of said Bonds, elect to use an immobilization system or pure book -entry system with respect to issuance of said Bonds, provided adequate records will be kept with respect to the ownership of said Bonds issued in book -entry form or the beneficial ownership of said Bonds issued in the name of a nominee. As long as any Series 1991 Bonds are outstanding in book -entry form, the provisions of Sections 7, 9, 10 and 11 of the Master Bond Resolution shall not be applicable to such book -entry Bonds. 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 any of the Series 1991 Bonds. "SECTION 9. 1991 FUND AND ACCOUNTS. There is hereby created and established the "Recreational Revenue Bonds, Series 1991, Sinking Fund" (herein the "1991 Sinking Fund") within the Sinking Fund, the "Recreational Revenue Bonds, Series 1991, Bond Amortization Account" (herein the "1991 Bond Amortization Account") within the Bond Amortization Account and the "Recreational Revenue Bonds, Series 1991, Reserve Account" (herein the "1991 Reserve Account") within the Reserve Account. The 1991 Sinking Fund, the 1991 Bond Amortization - 6 - Account and the 1991 Reserve Account shall not in any manner whatsoever affect the parity of the Bonds. Revenues and other amounts deposited in the Sinking Fund allocable to the Series 1991 Bonds shall be held in the 1991 Sinking Fund. Revenues deposited in the Bond Amortization Account allocable to the Series 1991 Bonds shall be held in the 1991 Bond Amortization Account. Revenues and other amounts deposited in the Reserve Account allocable to the Series 1991 Bonds shall be held in the 1991 Reserve Account. The income from investment of the 1991 Sinking Fund and the 1991 Reserve Account during a reasonable period of time from the date of issuance of the Series 1991 Bonds, as specified by subsequent resolution of the Board, shall be deposited into the 1991 Rebate Account to the extent required and the excess, if any, into the 1991 Sinking Fund. "SECTION 10. SERIES 1991 BONDS NOT GENERAL OBLIGATIONS. The Series 1991 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 a general indebtedness of any of them within the meaning of the Constitution or any statute 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 and certain other funds specified 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 Series 1991 Bonds or the interest thereon, or be entitled to payment of such principal and interest from any funds of the County other than the Pledged Funds. "SECTION 11. ARBITRAGE. The County covenants to and with purchasers of the issue which is comprised of the Series 1991 Bonds that it will make no use of the proceeds of such issue which will cause the Series 1991 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"), and the regulations implementing said Sections that duly have been published in the Federal Register or with any other applicable regulations implementing said Sections, and the County further covenants to comply with all other requirements of the Code if and to the extent applicable to maintain continuously the Federal income tax exemption of interest on the Series 1991 Bonds. "SECTION 12. APPLICATION OF SERIES 1991 BOND PROCEEDS. All moneys received from the sale of the Series 1991 Bonds shall be deposited and applied by the County as follows: "A. All accrued interest plus, at the option of the County as specified by subsequent resolution of the Board, an amount which, together with the income expected to be deposited into the 1991 Sinking Fund pursuant to Section 9 hereof, will equal to the interest on the Series 1991 Bonds for a reasonable period of time from the date of issuance thereof shall be deposited 7 into the 1991 Sinking Fund and applied exclusively for the payment of interest first becoming due on the Series 1991 Bonds. "B. A sum, if any, specified by subsequent resolution of the County shall be deposited into the Reserve Account in the Sinking Fund. "C. The amount necessary to pay all engineering fees, costs and expenses associated with financial reports, studies and projections, legal fees, fees of financial advisors, printing expenses, premiums and expenses related to insuring or rating the Series 1991 Bonds and all other similar costs incurred in connection with the issuance of the Series 1991 Bonds shall be paid or provided for. "D. A fund is hereby created and established to be known as the "Recreational Revenue Bonds, Series 1991, Construction Fund" (herein the "1991 Construction Fund"). There shall be deposited into the 1991 Construction Fund the balance of the moneys remaining after making all the deposits and payments provided for above. "The moneys on deposit in the 1991 Construction Fund shall be withdrawn, used and applied by the County, as and when necessary, solely for the payment of the costs of the 1991 Project and purposes incidental thereto. If for any reason any moneys in the 1991 Construction Fund are not necessary for or are not applied to the payment of such costs, then such moneys shall be deposited by the County into the Sinking Fund and used only to pay the principal of and interest on the Series 1991 Bonds. Anything to the contrary contained herein notwithstanding, the 1991 Construction Fund shall be and constitute a trust fund for the purposes provided herein therefor and, until withdrawn, used and applied as aforesaid, shall be pledged to the payment of the principal of, premium, if any, and interest on the Series 1991 Bonds. "Any moneys in the 1991 Construction Fund which, in the opinion of the County, are not immediately necessary for expenditure, as hereinabove provided, may be invested in Authorized Investments maturing at such time or times as will make the proceeds thereof available when needed. All income derived therefrom shall be deposited into the 1991 Rebate Account to the extent required and the excess, if any, into the 1991 Construction Fund. "All expenditures or disbursements from the 1991 Construction Fund shall be made only after such expenditures or disbursements shall have been approved in writing by the County. The date of completion of each phase of the 1991 Project shall be determined by the County Administrator, who will certify such facts in writing to the Board. "SECTION 13. REBATE. Anything to the contrary contained herein notwithstanding, the County shall at least annually transfer appropriate amounts - 8 - from the funds and accounts under the Master Bond Resolution and hereunder to which income on investments attributable to the Series 1991 Bonds has been deposited into an account to be known as the "Recreational Revenue Bonds, Series 1991, Rebate Account" (herein the "1991 Rebate Account") sufficient to pay to the United States of America all amounts due with respect to the Series 1991 Bonds under the provisions of Section 148 (f) of the Internal Revenue Code of 1986, as amended and supplemented, or under similar provisions of subsequent federal revenue laws. The earnings on the 1991 Rebate Account shall be added to and become a part of the 1991 Rebate Account. Moneys in the 1991 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 1991 Bonds as the same shall become due and payable. 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 1991 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 14. SALE OF THE SERIES 1991 BONDS. The Series 1991 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 15. VALIDATION. The attorney for the County is hereby authorized and directed to institute appropriate proceedings in the Circuit Court of the Nineteenth Judicial District of Florida in and for Indian River County, Florida, for the validation of the Series 1991 Bonds. "SECTION 16. ADDITIONAL PARITY OBLIGATIONS. Section 16(J)(1) of the Master Bond Resolution is hereby amended to read in its entirety as follows: '(1) Other than the Series 1991 Bonds, no Additional Parity Obligations shall be issued under this Resolution, except for the purpose of refunding outstanding Bonds, but no refunding may be undertaken in accordance with this provision if it shall result in an increase in the maximum Bond Service Requirement.' "SECTION 17. ADDITIONAL COVENANTS. While any of the Series 1985 Bonds or the Series 1991 Bonds is outstanding and all have not been defeased in accordance with the Master Bond Resolution, the Municipal Bond Insurance Policy is in effect, and AMBAC is not in default under such Municipal Bond Insurance Policy, bankrupt, insolvent or in receivership, the County shall observe the following covenants: 9 "A. The County shall furnish the following to AMBAC: (1) as soon as practicable after the filing thereof, a copy of any financial statement of the County and a copy of any audit and annual report of the County; (2) a copy of any notice to be given to the Registered Owners of the Series 1985 Bonds and the Series 1991 Bonds, including, without limitation, notice of any redemption of or defeasance of Series 1985 Bonds or Series 1991 Bonds, and any certificate rendered pursuant to the Master Bond Resolution relating to the security for the Series 1985 Bonds and the Series 1991 Bonds; and (3) such additional information AMBAC may reasonably request. "B. The County shall notify AMBAC of any failure of the County to provide r of the items enumerated in paragraphs (1) or (2) of subsection A of this :tion. "C. The County will permit AMBAC to discuss the affairs, finances and :aunts of the County or any information AMBAC may reasonably request regarding security for the Series 1985 Bonds and the Series 1991 Bonds with appropriate ricers of the County. The County will permit AMBAC to have access to the ►,eject and to have access to and to make copies of all books and records .ating to the Series 1985 Bonds and the Series 1991 Bonds at any reasonable �e. "D. AMBAC shall have the right to direct an accounting of the Pledged itis and other funds and revenues pledged as security for the Series 1985 Bonds l the Series 1991 Bonds, at the County's expense, and the County's failure to r`►ly with such direction within thirty (30) days after receipt of written Ace of the direction from AMBAC shall be deemed a default hereunder; provided, raver, that if compliance cannot occur within such period, then such period 1 be extended if compliance is begun within such period and diligently 'Glued, but only if such extension would not materially adversely affect the arests of any Registered Owner of any of the Series 1985 Bonds or the Series 1 Bonds. "E. Notwithstanding any other provision of this Resolution, the County 11 immediately notify AMBAC if at any time there are insufficient moneys to di any payments of principal and/or interest as required and immediately upon occurrence of any event of default hereunder. - 10 - "A. The County shall furnish the following to AMBAC: (1) as soon as practicable after the filing thereof, a copy of any financial statement of the County and a copy of any audit and annual report of the County; (2) a copy of any notice to be given to the Registered Owners of the Series 1985 Bonds and the Series 1991 Bonds, including, without limitation, notice of any redemption of or defeasance of Series 1985 Bonds or Series 1991 Bonds, and any certificate rendered pursuant to the Master Bond Resolution relating to the security for the Series 1985 Bonds and the Series 1991 Bonds; and (3) such additional information AMBAC may reasonably request. "B. The County shall notify AMBAC of any failure of the County to provide any of the items enumerated in paragraphs (1) or (2) of subsection A of this Section. "C. The County will permit AMBAC to discuss the affairs, finances and accounts of the County or any information AMBAC may reasonably request regarding the security for the Series 1985 Bonds and the Series 1991 Bonds with appropriate officers of the County. The County will permit AMBAC to have access to the Project and to have access to and to make copies of all books and records relating to the Series 1985 Bonds and the Series 1991 Bonds at any reasonable time. "D. AMBAC shall have the right to direct an accounting of the Pledged 1?unds and other funds and revenues pledged as security for the Series 1985 Bonds and the Series 1991 Bonds, at the County's expense, and the County's failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from AMBAC shall be deemed a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended if compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any Registered Owner of any of the Series 1985 Bonds or the Series 11991 Bonds. "E. Notwithstanding any other provision of this Resolution, the County shall immediately notify AMBAC if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of any event of default hereunder. - 10 - "F. Any provision of the Master Bond Resolution expressly recognizing or granting rights in or to AMBAC may not be amended in any manner which affects the rights of AMBAC without the prior written consent of AMBAC. "G. Unless otherwise provided in this Section, AMBAC's consent shall be required whenever consent of the holders of Series 1985 Bonds or Series 1991 Bonds is required for any of the following purposes: (i) execution and delivery of any amendment, supplement or change to or modification of the Master Bond Resolution; (ii) removal of the Paying Agent and selection and appointment of any successor paying agent; and (iii) initiation or approval of any action not described in (i) or (ii) above which requires consent of holders of Series 1985 Bonds or Series 1991 Bonds. "SECTION 18. CONCERNING THE PAYING AGENT. The County covenants and agrees that while any of the Series 1985 Bonds or the Series 1991 Bonds is outstanding and all such bonds have not been defeased in accordance with the Master Bond Resolution, the Municipal Bond Insurance Policy is in effect, and AMBAC is not in default under such Municipal Bond Insurance Policy, bankrupt, insolvent or in receivership, the following covenants shall be observed: "A. The Paying Agent for the Series 1985 Bonds or the Paying Agent for the Series 1991 Bonds may be removed at any time, at the request of AMBAC Indemnity, for any breach of the duties set forth in the Master Bond Resolution. "B. AMBAC Indemnity shall receive prior written notice of any resignation of a Paying Agent. "C. No successor Paying Agent for the Series 1985 Bonds or the Series 1991 Bonds under the Master Bond Resolution shall be appointed unless AMBAC approves the selection of such successor in writing. "D. Notwithstanding any other provision of the Master Bond Resolution, no removal, resignation or termination of the Paying Agent for the Series 1985 Bonds or the Series 1991 Bonds under the Master Bond Resolution shall take effect until a successor, acceptable to AMBAC, shall be appointed. "SECTION 19. BOND INSURER MAY CONTROL PROCEEDINGS. Anything in the Master Bond Resolution, including this Resolution, to the contrary notwithstanding, while the Municipal Bond Insurance Policy is in effect, any of the Series 1985 Bonds or the Series 1991 Bonds is outstanding and has not been defeased in accordance with the Master Bond Resolution, and AMBAC is not in default with respect to the Municipal 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 Series 1985 Bonds or Series 1991 Bonds when and as the same become due upon maturity, any earlier redemption, or otherwise, or as to the observance of any covenant of the Master Bond Resolution, AMBAC shall be entitled to control and direct the enforcement of all rights and remedies granted to the holders of Series 1985 Bonds or Series 1991 Bonds or the Paying Agent for the benefit of the holders of Series 1985 Bonds or Series 1991 Bonds under the Master Bond Resolution. "SECTION 20. PROCEDURE FOR PAYMENT OF INSURED BONDS PURSUANT TO THE MUNICIPAL BOND INSURANCE POLICY. While the Municipal Bond Insurance Policy is in effect and any Bonds insured thereunder (herein, the "Insured Bonds") remain outstanding, the County and the Bond Registrar and the Paying Agent for any Insured Bonds agree to comply with the following provisions: "A. At least one (1) day prior to all interest payment dates for Insured Bonds, the Paying Agent will determine whether there will be sufficient available funds in the Funds and Accounts maintained by the County or the Paying Agent under the Master Bond Resolution to pay the principal of or interest on the Insured Bonds on such interest payment date. If the Paying Agent determines that there will be insufficient funds in such Funds or Accounts, the Paying Agent shall so notify AMBAC Indemnity and the Bond Registrar. Such notice shall specify the amount of the anticipated deficiency, the Insured Bonds to which such deficiency is applicable and whether such Insured Bonds will be deficient as to principal or interest, or both. If the Paying Agent has not so notified AMBAC Indemnity at least one (1) day prior to an interest payment date, AMBAC Indemnity will make payments of principal or interest due on the Insured Bonds on or before the first (1st) day next following the date on which AMBAC Indemnity shall have received notice of nonpayment from the Paying Agent. "B. The Bond Registrar and the Paying Agent shall, after notice has been given to AMBAC Indemnity as provided in A above, make available to AMBAC Indemnity and, at AMBAC Indemnity's direction, to the United States Trust Company of New York, as insurance trustee for AMBAC Indemnity or any successor insurance trustee (the "Insurance Trustee"), the registration books of the County maintained by the Bond Registrar and all records relating to the Funds and Accounts maintained under the Master Bond Resolution. "C. The Bond Registrar shall provide AMBAC Indemnity and the Insurance Trustee with a list of registered owners of Bonds entitled to receive principal or interest payments from AMBAC Indemnity under the terms of the Municipal Bond Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered owners of Bonds entitled to receive full or partial interest payments from AMBAC Indemnity and (ii) to pay principal upon Insured Bonds surrendered to the Insurance Trustee by the registered owners of Bonds entitled to receive full or partial principal payments from AMBAC Indemnity. "D. The Paying Agent shall, at the time it provides notice to AMBAC Indemnity pursuant to A above, notify registered owners of Bonds entitled to - 12 - receive the payment of principal or interest thereon from AMBAC Indemnity (i) as to the fact of such entitlement, (ii) that AMBAC Indemnity will remit to them all or a part of the interest payments next coming due upon proof of Bondholder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to payment, (iii) that should they be entitled to receive full payment of principal from AMBAC Indemnity, they must surrender their Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Bonds to be registered in the name of AMBAC Indemnity) for payment to the Insurance Trustee, and not the Paying Agent, and (iv) that should they be entitled to receive partial payment of principal from AMBAC Indemnity, they must surrender their Bonds for payment thereon first to the Paying Agent, who shall note on such Bonds the portion of the principal paid by the Paying Agent and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal. The Bond Registrar shall take such action as shall be appropriate to enable such notice to be given to Bondholders. "E. If the Paying Agent has notice that any payment of principal of or interest on an Insured Bond which has become Due for Payment (as that phrase is defined in the Municipal Bond Insurance Policy), and which is made to a Bondholder by or on behalf of the County has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall, at the time AMBAC Indemnity is notified pursuant to A above, notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from AMBAC Indemnity to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to AMBAC Indemnity its records evidencing the payments of principal of and interest on the Insured Bonds which have been made by the Paying Agent and subsequently recovered from registered owners and the dates on which such payments were made. "F. In addition to those rights granted AMBAC Indemnity under the Master Bond Resolution, AMBAC Indemnity shall, to the extent it makes payment of principal of or interest on Insured Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Municipal Bond Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Bond Registrar shall note AMBAC Indemnity's rights as subrogee on the registration books of the County maintained by the Bond Registrar, upon receipt from AMBAC Indemnity of proof of the payment of interest thereon to the registered owners of the Insured Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Bond Registrar, shall note AMBAC Indemnity's rights as subrogee on the registration books of the - 13 - County maintained by the Bond Registrar, upon surrender of the Insured Bonds by the registered owners thereof together with proof of the payment of principal thereof. "SECTION 21. SUBROGATION RIGHTS OF BOND INSURER. Notwithstanding any provision of the Master Bond Resolution to the contrary, if the principal and/or interest due on any Bonds insured by the Municipal Bond Insurance Policy shall be paid by AMBAC pursuant to the Municipal Bond Insurance Policy, such 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 Issuer, and the assignment and pledge of the Pledged Funds and other revenues and funds under the Master Bond Resolution and all covenants, agreements and other obligations of the County to the registered owners shall continue to exist and shall run to the benefit of AMBAC, and AMBAC shall be subrogated to the rights of such registered owners. "SECTION 22. PARTIES IN INTEREST. Nothing in the Master Bond 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, AMBAC Indemnity, 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 the Master Bond Resolution (including this Resolution) or any covenant, condition or stipulation therein contained, and all covenants, stipulations, promises and agreements in the Master Bond Resolution (including this Resolution) contained by and on behalf of the County shall be for the sole and exclusive benefit of the County, AMBAC Indemnity, the Paying Agent (or Paying Agents, if applicable), and the registered owners of the Bonds. "SECTION 23. MODIFICATION OF RESOLUTION. No adverse material modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made except as permitted under Section 21 of the Master Bond Resolution and subject to the consent of AMBAC, if such consent is required under Section 16F or Section 16G above. "SECTION 24. INTERPRETATION OF RESOLUTION. Notwithstanding any other provision of the Master Bond Resolution, in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of the Master Bond Resolution, the Paying Agent shall consider the effect on the Bondholders as if there were no Municipal Bond Insurance Policy. "SECTION 25. 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, - 14 - agreements and provisions hereof, and shall in no way affect the validity thereof or of the Bonds. "SECTION 26. REPEALER. Any resolution or part thereof, except the Master Bond Resolution or part thereof, in conflict with this Resolution or a part hereof is, to the extent of such conflict, hereby repealed. In the event of a conflict between the Master Bond Resolution or a part thereof and this Resolution or a part hereof, the Master Bond Resolution or part thereof shall, to the extent of such conflict, prevail, except as may be specifically provided herein. "SECTION 27. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption." SECTION 4. Severability of Invalid Provisions. If any one or more of the provisions contained herein shall be held contrary to the express provisions 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 provisions shall be null and void and shall be deemed severable from the remaining provisions and shall in no way affect the validity of any of the other provisions hereof. SECTION 5. Repealing Clause. Any and all prior resolutions and other actions of the Board, or parts thereof, in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. SECTION 6. Effective Date. This Resolution shall take effect immediately upon its adoption. - 15 - The foregoing resolution was offered by Commissioner SC Ur1OC kwho moved for its adoption. The motion was seconded by Commissioner Eggert and, upon being put to a vote, the vote was as follows: Chairman Richard N. Bird Aye Vice Chairman Gary C. Wheeler Aye Commissioner Margaret C. Bowman Aye Commissioner Carolyn K. Eggert Aye Commissioner Don C. Scurlock, Jr. Aye The Chairman thereupon declared the Resolution duly passed and adopted this 2.30rd day of 1 u 1 y 1991. Attest: Jeffrey K._B to Cleo» APPROVED AS TO RM AND LEGAL SUFFICIE CY /0&— Charles P. Vitunac Attorney for the County BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA By: Chairman Richard N. Bird