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Home My WebLink About1989-054INDIAN RIVER COUNTY, FLORIDA RESOLUTION NO. 89 -3,* RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $7,560,000 AGGREGATE PRINCIPAL AMOUNT OF SPECIAL ASSESSMENT REVENUE BONDS, SERIES 1989, OF INDIAN RIVER COUNTY, FLORIDA, THE NET PROCEEDS OF WHICH WILL BE USED TO MAKE A DEPOSIT INTO THE IMPACT FEE TRUST FUND OF THE COUNTY FOR APPLICATION TO PAY FOR THE EXPANSION OF THE SEWAGE DISPOSAL SYSTEM OF THE COUNTY, INCLUDING WITHOUT LIMITATION THE ACQUISITION AND CONSTRUCTION OF A PHYSICALLY INDEPENDENT SEWER SYSTEM TO BE KNOWN AS THE "NORTH COUNTY WASTEWATER SYSTEM"; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS AND PLEDGING FOR THE PAYMENT THEREOF THE PROCEEDS OF CERTAIN SPECIAL ASSESSMENTS IN LIEU OF IMPACT FEES LEVIED BY THE COUNTY, OR LEVIED BY OTHER PUBLIC BODIES AND PAYABLE TO THE COUNTY PURSUANT TO AN INTERGOVERNMENTAL AGREEMENT, IN EACH CASE IMPOSED AGAINST PROPERTY THE OWNERS OF WHICH HAVE CONSENTED THERETO AND, AT THE OPTION OF THE COUNTY, FROM OTHER LEGALLY AVAILABLE NON AD VALOREM TAX FUNDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to Ordinance No. 86-88 of the County, applicable provisions of Article VIII, Section 1, Florida Constitution (1968), Chapter 125, Florida Statutes (1988), and other applicable provisions of law. SECTION 2. DEFINITIONS. Unless otherwise defined herein, the terms used herein shall have the meanings ascribed to them in Ordinance 86-88 of the County. The following terms shall have the following meanings in this Resolution unless the context otherwise clearly requires: A. "Act" shall mean, collectively, Ordinance No. 86-88 County, applicable provisions of Article VIII, of the Section 1, Florida Constitution (1968), Chapter 125, Florida Statutes (1988), and other applicable provisions of law. B, "Assessments" shall mean the special assessments in lieu of impact fees levied upon property, with the consent of the property owners, pursuant to Ordinance No. 86-88, Resolution No. 87-142, Resolution No. 89-12 and Resolution No. 89-20 of the County and Ordinance No. 0-87-01, Resolution No. R- 87-85, Resolution No. R-89-07 and Resolution No. R-89-12 of the City, pursuant to and in accordance with the terms and provisions of the Intergovernmental Agreement. C. "Authorized Investments" shall mean those investments specified in Section 125.31, Florida Statutes (1988), as amended. County. D. "Board" shall mean the Board of County Commissioners of the E. "Bonds" shall mean the $7,560,000 aggregate principal amount of Special Assessment Revenue Bonds, Series 1989, authorized and issued pursuant to this Resolution and the Act. F. "Bond Registrar" shall mean the bond registrar for the Bonds to be determined by subsequent resolution of the County. G. "City" shall mean the City of Sebastian, Florida. H. "County" shall mean Indian River County, Florida. I. "Federal Securities" shall mean direct obligations of the United States of America, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which are not redeemable prior to maturity at the option of the obligor. J. "Fiscal Year" shall mean the period beginning with and including October 1 of each year and ending with and including the next September 30. K. "Impact Fee Trust Fund" shall mean the."Impact Fee Trust Fund for the Expansion of the Indian River County Sewerage System" established under Section 24-38(f) of the Code of Laws and Ordinances of the County. L. "Intergovernmental Agreement" shall mean the Intergovernmental Agreement dated February 3, 1987, by and between the County and the City relating to, among other things, the imposition of special assessments in lieu of impact fees upon property within the territorial limits of the City. M. "North County Wastewater System" shall mean the physically independent sewer system to be acquired and constructed by the County in the northern portion of the County, the costs of which, in part, shall be paid from proceeds of the Bonds. N. "Paying Agent" shall mean the paying agent for the Bonds to be determined by subsequent resolution of the County. - 2 - 0. "Pledged Funds" shall mean (1) the Revenues, (2) the User Letters of Credit, (3) the funds and accounts and the earnings thereon pledged in connection with the Bonds by this Resolution, and (4) such other funds and accounts of the County and earnings thereon as the Board, by subsequent resolution, may pledge specifically in connection with the Bonds. P. "Qualified Independent Consultant" shall mean one or more qualified and recognized independent consultants, having favorable repute, skill and experience, with respect to the acts and duties required of a qualified independent consultant to be provided to the County, as shall from time to time be retained by the County to perform the acts and carry out the duties herein provided for such consultant. Q. "Record Date" shall mean the fifteenth (15th) day of the month immediately preceding an interest payment date for the Bonds. R. "Registered Owner", "Bondholder" or any similar term shall mean any person who shall be the owner of any outstanding Bond or Bonds as shown on the registration books of the County maintained by the Bond Registrar. S. "Revenues" shall mean (1) the Assessments, (2) the interest, prepayment charges and penalties received by the County in connection with the Assessments, (3) the proceeds of User Letters of Credit, as and when received by the County, and (4) any other non -ad valorem receipts and revenues of the County as the Board, by subsequent resolution, may pledge specifically in connection with the Bonds. T. "Term Bonds" shall mean the Bonds, if any, that are stated to mature on one date but which shall be subject to earlier retirement by operation of the Bond Amortization Account. U. "User Letters of Credit" shall mean such letters of credit, surety bonds or similar collateral provided by owners of property subjected to Assessments to secure the payment thereof when due. Words importing the singular number shall include the plural number and vice versa, and words importing persons shall include firms and corporations or other entities. SECTION 3. FINDINGS AND DETERMINATIONS. It is hereby found and determined as follows: A. It has heretofore been determined by the County and the City to be in the best interests of the County and the City, respectively, to levy the Assessments. - 3 - B. It is in the best interest of the County to issue the Bonds as hereinafter provided. C. The Bonds shall be special obligations of the County payable solely from, and secured solely by a prior lien upon, the Pledged Funds. D. It is deemed necessary and desirable to pledge the Pledged Funds for the payment of the principal of and interest on the Bonds. E. The amount of the Pledged Funds, as estimated, will be sufficient in the aggregate to pay the principal of and interest on the Bonds. F. The principal of and interest on the Bonds and all other payments specified herein will be paid solely from the Pledged Funds to the extent that the same shall be lawfully levied and collected or otherwise made available. Neither the County nor the City will be authorized to levy ad valorem taxes on any real property in the County or the City, as the case may be, to pay the principal of or interest on the Bonds or to make any other payments specified by this Resolution. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Bonds by the Registered Owners who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the County and such Registered Owners. The covenants and agreements herein set forth to be performed by the County shall be for the equal benefit, protection and security of the Registered Owners of the Bonds, all of which Bonds shall be of equal rank and without preference, priority or distinction with respect to any other Bonds, except as expressly provided therein and herein. SECTION 5. AUTHORIZATION AND DESCRIPTION OF BONDS. Subject and pursuant to the provisions of this Resolution, obligations of the County to be known as "Special Assessment Revenue Bonds, Series 1989," are hereby authorized to be issued in the aggregate principal amount of not exceeding $7,560,000 The Bonds shall be dated as of a date to be fixed by subsequent resolution of r the County and may be numbered consecutively from one upward or in such othe manner as agreed upon between the County and the Bond Registrar. The 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 and shall have such other terms and conditions as may be determined by subsequent resolution of the County adopted at or prior to the sale of the Bonds. Each of the Bonds shall bear a certificate, signed by the manual or facsimile signature of the Clerk of the Board, certifying that the aggregate amount of Assessments pledged hereunder is at least equal to the aggregate principal amount of the Bonds. - 4 - The Bonds shall be issued in fully registered form without coupons; shall be payable with respect to principal at the 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 Bonds and subject to the approval of the purchasers of the Bonds, elect to use an immobilization system or pure book -entry system with respect to issuance of the Bonds, provided adequate records will be kept with respect to the ownership of Bonds issued in book -entry form or the beneficial ownership of the Bonds issued in the name of a nominee. As long as any Bonds are outstanding in book -entry form, the provisions of Sections 6, 8, 9 and 10 of this 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 Bonds. SECTION 6. EXECUTION AND AUTHENTICATION OF BONDS. The Bonds shall be executed in the name of the County by the Chairman or Vice Chairman of the Board, attested by its Clerk, and shall have affixed thereto or reproduced thereon the official seal of the County, or a facsimile thereof. The signatures of the Chairman or Vice Chairman and Clerk may be either manual or facsimile signatures. The certificate of authentication of the Bond Registrar shall appear on the Bonds, and no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless such certificate shall have been duly executed on such Bond. The authorized signature for the Bond Registrar shall be manual. In case any one or more of the officers of the Board who shall have signed or sealed any of the Bonds shall cease to be such officer or officers of the Board before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as if the persons who signed or sealed such Bonds had not ceased to hold such offices. Any Bonds may be signed and sealed on behalf of the Board by such person who at the actual time of the execution of such Bonds shall hold the proper office, although at the date of such Bonds such person may not have held such office or may not have been so authorized. The validation certificate on the Bonds, if any, shall be executed with the manual or facsimile signature of the Chairman or Vice Chairman of the Board. SECTION 7. NEGOTIABILITY. The Bonds issued hereunder shall be and shall have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida, and each successive holder, in accepting any of the Bonds, shall be conclusively deemed to have agreed that such Bonds shall - 5 - be and have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida. SECTION 8, REGISTRATION, TRANSFER AND EXCHANGE. The Bond Registrar shall be responsible for maintaining books for the registration, transfer and exchange of the Bonds. All Bonds presented for transfer, exchange, redemption or payment (if so required by the Board or the Bond Registrar) shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Board or the Bond Registrar, duly executed by the Registered Owner or by his duly authorized attorney. In the case of partial redemption of a Bond, and in lieu of issuing a new Bond or Bonds in the aggregate principal amount then outstanding on the Bond after such redemption, the County may, at its option, instruct the Bond Registrar to note on the Bond the principal amount of such redemption, the date of redemption and the outstanding principal amount of such Bond after such redemption, and return the Bond to the Registered Owner. Upon surrender to the Bond Registrar for transfer or exchange of any Bond accompanied by an assignment or written authorization for exchange, whichever is applicable, duly executed by the Registered Owner or his attorney duly authorized in writing, the Bond Registrar shall deliver in the name of the Registered Owner or the designated transferee or transferees, as the case may be, a new fully registered Bond or Bonds of authorized denominations and of the same maturity and interest rate, in an aggregate principal amount equal to the principal amount that remains outstanding with respect to such Bond so surrendered. The Bond Registrar or the Board may require payment from the Registered Owner or his transferee of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection with any transfer or exchange of the Bonds. Such charges and expenses shall be paid before any such new Bond shall be delivered. Interest on a Bond shall be paid to the Registered Owner whose name appears on the books of the Bond Registrar as of 5:00 P.M. local time at the location of the Bond Registrar on the Record Date. New Bonds delivered upon any transfer or exchange shall be valid obligations of the County, evidencing the same debt as the Bonds surrendered, shall be secured by this Resolution, and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered, The County and the Bond Registrar may treat the Registered Owner of any Bond as the absolute owner thereof for all purposes, whether or not such - 6 - Bond shall be overdue, and shall not be bound by any notice to the contrary. SECTION 9. DISPOSITION OF BONDS PAID OR REPLACED. Whenever any Bond shall be delivered to the Bond Registrar for payment of the principal amount thereof upon maturity or redemption, or for replacement, transfer or exchange, such Bond shall be cancelled and destroyed by the Bond Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the County. SECTION 10. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the County may, in its discretion, issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange for and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the Registered Owner furnishing the County and the Bond Registrar proof of his ownership thereof and the loss thereof (if lost, stolen or destroyed) and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Board may prescribe and paying such expenses as the Board and the Bond Registrar may incur. All Bondo so surrendered shall be cancelled by the Bond Registrar. If any such Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the County may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this section shall constitute original, additional, contractual obligations on the part of the County whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the same extent as all other Bonds issued hereunder. SECTION 11. PROVISIONS FOR REDEMPTION. The Bonds or any portions thereof shall be subject to redemption prior to their respective stated dates of maturity, at the option of the County, at such times and in such manner as shall be determined by subsequent resolution adopted prior to the sale thereof. Notice of such redemption shall, not more than forty-five (45) days and not less than thirty (30) days prior to the redemption date, (i) be filed with the Bond Registrar and the Paying Agent, and (ii) be mailed, postage prepaid, to all Registered Owners of Bonds to be redeemed at their addresses as they appear of record on the books of the Bond Registrar as of forty-five (45) days prior to the date fixed for redemption. Interest shall cease to accrue on any Bond duly called for prior redemption on the redemption date, if payment thereof has been duly provided. The County and the Bond Registrar shall not be required to issue or to register the transfer of or exchange any Bonds then considered for redemption during a period beginning at the close of business on - 7 - the fifteenth (15th) day next preceding any date of selection of Bonds to be redeemed and ending at the close of business on the day of mailing the applicable notice of redemption, as hereinafter provided, or to register the transfer of or exchange any portion of any of the Bonds selected for redemption until after the redemption date. All notices of redemption with respect to the Bonds shall specify the series, maturities and numbers of the Bonds to be redeemed (including the CUSIP numbers)• the date fixed for redemption; the redemption price or prices to be applicable to the Bonds to be redeemed; and that on the date fixed for redemption such Bonds shall be payable at the principal corporate trust office of the Paying Agent (specifying the address of same). If Registered Owners of all such Bonds to be redeemed file written waivers of notice with the Paying Agent, such Bonds may be redeemed on the redemption date without necessity of notice by mailing. Failure to mail any notice of redemption or any defect therein or in the mailing thereof shall not affect the validity of any proceeding for redemption of other Bonds so called for redemption. SECTION 12. FORM OF BONDS. The text of the Bonds, the validation certificate thereon, if any, and the certificate of authentication thereon shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and/or desirable and authorized or permitted by this Resolution or any subsequent resolution adopted prior to the issuance thereof, or as may be, necessary to comply with applicable laws, rules and regulations of the United States and the State of Florida in effect upon the issuance thereof: No. $ UNITED STATES OF AMERICA STATE OF FLORIDA INDIAN RIVER COUNTY SPECIAL ASSESSMENT REVENUE BOND, SERIES 1989 RATE OF INTEREST MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: KNOW ALL MEN BY THESE PRESENTS, that INDIAN RIVER COUNTY, FLORIDA (the "County"), for value received, hereby promises to pay to the Registered Owner named above, or registered assigns, solely from the Pledged Funds, - 8 - hereinafter defined, on the Maturity Date specified above, the Principal Amount specified above, unless this Special Assessment Revenue Bond, Series 1989 "Bond") shall be redeemable and duly have (the shall been called for earlier redemption and payment of the redemption price shall have been made or provided for, and to pay, solely from such Pledged Funds, semiannually on and specified each year, beginning , interest on the Principal Amount specified above, at the Rate of Interest specified above, per annum, until such Principal Amount is paid in full. Interest on this Bond shall be payable from the interest payment date next preceding the date of registration and authentication of this Bond, unless: and authenticated as of an interest payment date) in wwhich is n vent th sd isistered Bond shall bear interest from such interest payment date; or (b) this Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding interest payment date, in which event this Bond shall bear interest from such interest payment date; or (c) this Bond is registered and authenticated on or prior to the Record Date first preceding in which event this Bond shall bear interest from shown by the records of the Paying Agent (hereinafter fined), interest on dethis Bond is in default, in which event this Bond shall bear interest from the date on which interest was last paid on this Bond. The Principal Amount hereof, together with any applicable redemption premium with respect thereto, shall be payable, when due upon maturity or earlier redemption, upon presentation and surrender of this Bond at the principal corporate trust office of (the "Paying Agent"), , Florida, as Paying Agent. Interest hereon shall be paid, when due, by check mailed to the Registered Owner whose name and address shall appear, at 5:00 P.M. prevailing local time at the location of the Bond Registrar (hereinafter defined) on the fifteenth (15th) day of the month next preceding each interest payment date (the "Record Date"), on the registration books maintained by (the "Bond Registrar"), Florida, as Bond Registrar, irrespective of any transfer or exchange of this Bond subsequent to such Record Date and prior to such interest payment date, unless the County shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name this Bond is registered on such registration books at 5:00 P.M, prevailing local time at the location of the Bond Registrar on a special record date for the payment of such defaulted interest established by notice mailed by the Paying Agent to the Registered Owner of this Bond not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business of the Bond Registrar on the fifth (5th) day preceding the date of mailing. The principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. This Bond is one of the revenue bonds authorized by the County under the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Chapter 125, Florida Statues (1988), Ordinance No. 86-88 and Resolution No. of the County, and other - 9 - applicable provisions of law. The above -referenced resolutions, as duly adopted by the Board of County Commissioners of the County are hereinafter referred to collectively as the "Resolution". This Bond is subject to all the terms and conditions of the Resolution. This Bond is one of the revenue bonds designated as Special Assessment Revenue Bonds, Series 1989, all of like date and tenor, except as to numbers, denominations, dates of maturity, rates of interest and provisions for redemption, in the aggregate principal amount of Dollars ) e make a depositintotheou "Impact Fee Trust Fund for the Expansion of the Indian River County Sewerage System" of the County, which shall be applied to the costs of expansion of the sewage disposal system of the County, including without limitation the acquisition and construction of a physically independent sewer system to be known as the North County Wastewater System, and (2) to establish certain other funds and accounts and to pay certain costs and expenses relating to issuance of the Bonds, all as more fully set forth in the Resolution. The Bonds and the interest due thereon are payable solely from, and are secured solely by a first lien upon and pledge of, the proceeds of certain Special Assessments in Lieu of Impact Fees (the "Assessments") levied upon property, with the consent of the owners thereof, pursuant to Ordinance No. 86- 88, Resolution No. 87-142, Resolution No. 89-12 and Resolution No. 89-20 of the County and, pursuant to and in accordance with the terms and provisions of the Intergovernmental Agreement between the County and the City of Sebastian, Florida (the "City"), dated February 3, 1987, Ordinance No. 0-87-01, Resolution No. R-87-85, Resolution No. R-89-07 and Resolution No. R-89-12 of the City; the interest, prepayment charges and penalties received in connection with the Assessments; the proceeds of the User Letters of Credit, as that phrase is defined in the Resolution, which secure payment of certain of the Assessments; and certain funds and accounts and the earnings thereon that have been pledged for the payment of the principal of, interest and premium, if any, on the Bonds, all as provided in the Resolution (collectively, the "Pledged Funds"). This Bond does not constitute an indebtedness of the County within the meaning of any constitutional or statutory provision or limitation. The liens upon property in connection with the Assessments may be released upon deposit with the County or the City, as applicable, of money or other adequate security, all as more particularly described and provided in the Resolution. This Bond does not constitute a general indebtedness of the County or the City within the meaning of any constitutional or statutory provision or limitation. It is expressly agreed by the Registered Owner of this Bond that such Registered Owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the County or the City for the payment of the principal of, interest or premium, if any, on this Bond or the making of any other payments specified by the Resolution. It is further agreed between the County and the Registered Owner of this Bond that this Bond and the Mtom 'Lf1 [Insert redemption provisions] If less than all Bonds of any one maturity are to be redeemed, the Bonds of such maturity to be redeemed shall be drawn by lot by the Paying Agent. For the purposes of redemption, a Bond of a denomination larger than $5,000 shall be treated as representing that number of Bonds which equals the number obtained by dividing the principal amount thereof by $5,000, each $5,000 portion of such Bond being subject to redemption. In case of partial redemption of any Bond, payment of the redemption price shall be made only upon surrender of such Bond in exchange for Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion of the principal amount thereof. Notice of such redemption shall be given in the manner provided in the Resolution. On the date designated for redemption, notice having been provided as aforesaid, and money for payment of the principal, premium, if any, and accrued interest being held by the Paying Agent, interest on the Bonds or portions thereof so called for redemption shall cease to accrue and such Bonds or portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Resolution, and the registered owners of such Bonds or portions thereof so called for redemption shall have no rights with respect thereto, except to receive payment of the principal to be redeemed and accrued interest thereon to the date fixed for redemption, together with the redemption premium, if any. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of authentication hereon shall have been executed by the manual signature of an authorized representative of the Bond Registrar. - 12 - IN WITNESS WHEREOF, Indian River County, Florida, has issued this Bond and has caused the same to be executed by the Chairman of the Board of County Commissioners of the County and attested by the Clerk of the Board, of County Commissioners, either manually or with their facsimile signatures, and its official seal, or a facsimile thereof, to be affixed, impressed, imprinted or otherwise reproduced hereon, all as of the 19_. y daof , (SEAL) ATTEST: Clerk - 13 - INDIAN RIVER COUNTY, FLORIDA By Chairman ' CERTIFICATE OF AUTHENTICATION AND CERTIFICATE AS TO OPINION It is certified Si that: (1) This Resolution; and Bond is one of the Bonds described in the within-mentioned ` (2) The correct copy of the text text of the Opinion printed upon this Bond is a true and of an original Opinion issued by and payment for, such ted vered e date of ncorporateal rtrust Bon s and which lOpinionnishon >f, office referred to in file this Bond, where the at our same may be inspected. i As Bond Registrar Date of Registration and Authentication: [Insert if Appropriate:] By: Authorized Representative VALIDATION CERTIFICATE This Bond is one of the bonds which were validated and confirmed by Judgment of the Circuit Court of the Nineteenth Judicial Circuit in and for Indian River County, Florida, rendered on 198_. Chairman, Board of County Commissioners of Indian River County, Florida - 14 - CLERK'S CERTIFICATE The aggregate amount of special assessments in lieu of impact fees, pledged to the payment of the within -defined Bonds, is at least equal to the aggregate principal amount of the Bonds. Clerk, Board of County Commissioners of Indian River County, Florida The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship UNIF GIF MIN ACT - (Cust.) Custodian for (Minor) under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used though not in list above. - 15 - ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to (Name and address of Assignee) rLCAJE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE this Bond and does hereby irrevocably constitute and appoint as his agent to transfer this Bond on the books kept for registration hereof, with full power of substitution in the premises. (Signature of Transferor) (Signature of Transferor) Date: Signature guaranteed: (Name of Bank, Trust Company or Firm) By: Title: NOTICE: Signature(s) must be guaranteed by a member of a major stock exchange or a commercial bank or trust company. NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assign- ment corresponds with the name(s) appearing as registered owner upon the face of the within Bond in every particu- lar, without alteration, enlargement or any change whatever and the full address and Social Security or Federal Employer Identification Number of the Transferee is supplied. - 16 - PARTIAL REDEMPTION PAYMENTS Authorized Officer of Principal Balance of Bond Payment Date Amount Paid Principal Unpaid Registrar - 17 - SECTION 13. BONDS NOT GENERAL OBLIGATIONS. The Bonds shall not be or constitute general or moral obligations or a pledge of the faith, credit or taxing power of the County, the City, the State of Florida or any political subdivision thereof or an indebtedness of any of them as "bonds" within the meaning of the Constitution of the State of Florida, but shall be special obligations of the County payable solely from and secured solely by a lien upon and a pledge of the Pledged Funds. No Registered Owner shall ever have the right to compel the exercise of the ad valorem taxing power of the County, the City, the State of Florida or any political subdivision thereof, or taxation in any form of any real property therein, to pay the 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 14. SECURITY FOR BONDS. The payment of the principal of, premium, if any, and interest on the Bonds shall be secured forthwith equally and ratably by a pledge of and a first lien upon the Pledged Funds. The County does hereby irrevocably pledge the Pledged Funds to the payment of the principal of, premium, if any, and interest on the Bonds. Nothing in this Resolution shall constitute or be construed to constitute a conveyance or mortgage of any sewage disposal system or of any sewer system improvements or any part of any of the foregoing. SECTION 15. COVENANTS OF THE COUNTY. For so long as any of the principal of and interest on any of the Bonds shall be outstanding and unpaid, or until there shall have been set apart in the Revenue Fund hereinafter created, a sum sufficient to pay, when due, the entire principal amount of the Bonds remaining unpaid, together with interest accrued and interest to accrue thereon through such payment date, or until the provisions of Section 19 hereof have been satisfied, the County covenants with the Registered Owners of the Bonds that: A. REVENUE FUND. The County shall create, establish and maintain a special fund, which is hereby created and established, designated the "Indian River County Special Assessment Revenue Bonds, Series 1989, Revenue Fund" (the "Revenue Fund"). B. DISPOSITION OF REVENUES. All Revenues received by or on behalf of the County shall constitute trust funds and shall be deposited into the Revenue Fund. Such money on deposit from time to time in the Revenue Fund shall be applied in the following manner and order of priority: (1) First, the County shall deposit in a fund to be known as the "North County Assessment Bond Sinking Fund" (herein the "Sinking Fund"), which is hereby created and established, such sum as will be sufficient to pay the interest as the same shall become due and payable on the Bonds on the next two interest payment dates and such sum as - 18 - will be sufficient to pay, as the same becomes due and payable, the principal on the Bonds maturing or subject to mandatory call for redemption on the next principal payment date with respect to the Bonds. Such deposits shall take into account the sums, if any, in the Bond Amortization Account, hereinafter defined, attributable to such payments and the sums, if any, deposited in the Sinking Fund out of the proceeds from the sale of the Bonds to pay interest thereon. In addition, there shall be deposited in the Sinking Fund amounts sufficient to pay the fees and charges of the Paying Agent. (2) Second, the County shall deposit into an account in the Sinking Fund to be known as the "Bond Amortization Account", which is hereby created and established, such sums as are required by resolution of the County to be deposited therein at such times as are required thereby for each series of Term Bonds for purposes of the mandatory redemption thereof. (3) Third, the County shall deposit into an account within the Sinking Fund to be known as the "Reserve Account", which is hereby created and established, the sum, if any, necessary to increase the amount in the Reserve Account to an amount equal to the lesser of (a) the maximum amount of principal and interest on all outstanding Bonds becoming due in any ensuing Fiscal Year or (b) the maximum amount permitted to be deposited in such a fund and to be invested in nonpurpose investments without restriction as to yield under Section 148(d) of the Federal Internal Revenue Code of 1986, as amended; provided, however, that in no Fiscal Year shall Revenues in excess of twenty percent (208) of (a) or (b), as applicable, be required to be deposited into the Reserve Account. The Reserve Account may initially be funded from the proceeds of the sale of the Bonds or other legally available funds of the County. The value of the Reserve Account, including investments on deposit therein, shall be determined annually on the first day of the Fiscal Year of the County by a Qualified Independent Consultant, who may be the accountant for the County, using the fair market method of valuation. No further deposits shall be required to be made into the Reserve Account so long as the value thereof (including any Reserve Account Credit Instrument as described below) equals the amount required to be maintained therein, as provided in the first sentence of this subsection (3). - 19 - F f Notwithstanding the foregoing provisions, in lieu of, in whole or in part, the required deposits into the Reserve Account, the County may cause to be deposited into the Reserve Account any of the following (each a "Reserve Account Credit Instrument"): (a) A surety bond or insurance policy issued to the Paying Agent, as agent of the Bondholders, by a company licensed to issue an insurance policy guaranteeing the timely payment of debt service on the Bonds (a "municipal bond insurer"), if the claims paying ability of the issuer thereof shall be rated "AAA" or "Aaa" by Standard & Poor's Corporation ("S&P") or Moody's Investors Service ("Moody's"), respectively; or (b) An unconditional irrevocable letter of credit issued to the Paying Agent, as agent of the Bondholders, by a bank, if such bank is rated at least "AA" by S&P. Any such Reserve Account Credit Instrument shall be payable or available to be drawn upon, as the case may be (upon the giving of notice as required thereunder), by the Paying Agent on any interest payment date on which a deficiency exists which cannot be cured by money in any other fund or account held pursuant hereto and available for such purpose. It shall be the duty of the Paying Agent to, and the Paying Agent shall, without further authorization or direction from the County, ascertain the necessity for a claim or draw upon -any Reserve Account Credit Instrument and provide notice to the issuer of the Reserve Account Credit Instrument in accordance with its terms at such time as will, when giving due allowance for the time permitted for the issuer to make payment under the Reserve Account Credit Instrument, ensure payment under the Reserve Account Credit Instrument on or before the interest payment date. If the Reserve Account requirement shall at any time be satisfied in whole or in part with a qualifying letter of credit and such letter of credit is about to expire or terminate, the County hereby authorizes and directs the Paying Agent to draw upon such letter of credit prior to its expiration or termination to the extent required to fully fund the Reserve Account requirement unless a replacement Reserve Account Credit Instrument is in place or the Reserve Account is otherwise fully funded in its required amount. - 20 - If a disbursement is made under any such Reserve Account Credit Instrument, the County may reinstate the maximum limits of such Reserve Account Credit Instrument immediately following such disbursement, otherwise the amount of credit toward the Reserve Account requirement for such Reserve Account Credit Instrument shall be appropriately reduced. Furthermore, the County may at any time and from time to time cause to be deposited in the Reserve Account such a Reserve Account Credit Instrument and cause an appropriate amount to be withdrawn from the Reserve Account and released to the County. Money in the Reserve Account shall be used only for the purpose of the payment of principal of or interest on the Bonds when the other money in the Sinking Fund is insufficient therefor, and for no other purpose. However, upon the valuation of the Reserve Account in each year, if the money applied and allocated to the Reserve Account (except the investment income thereon, which shall be deposited into the Revenue Fund as hereinafter provided) exceeds the aforesaid amount, such excess may be withdrawn and deposited in the Revenue Fund. (4) Fourth, the balance shall be used when and to the extent practicable to redeem Bonds subject to optional redemption, or to purchase Bonds at a price not to exceed the current redemption price thereof. (5) After the principal of and interest on all the Bonds shall have been paid, or there shall have been set apart in the Revenue Fund a sum sufficient to pay when due the entire principal of the Bonds remaining unpaid and interest accrued and interest to accrue thereon through such payment date, any money remaining on depogit to the credit of the Revenue Fund shall be transferred to the Impact Fee Trust Fund, if the same is then still in existence, and, if not, then transferred to the water and sewer enterprise fund of the County or used by the County for any lawful purpose. C. PLEDGED FUNDS AND INVESTMENT OF FUNDS. The Sinking Fund, the Bond Amortization Account and the Reserve Account shall be Pledged Funds, shall constitute trust funds for the purposes provided herein for such funds and shall be used only for the purposes and in the manner provided herein. All moneys in all funds and accounts created or established hereunder shall be continuously secured in the manner by which deposits of public funds are required to be - 21 - secured by the laws of the State of Florida. Moneys on deposit in the Revenue Fund and the Sinking Fund (except the Reserve Account therein) may be invested and reinvested only in Authorized Investments maturing not later than the date on which the moneys therein will be needed for the purposes of such funds. Moneys in the Reserve Account may be invested and reinvested in Authorized Investments maturing not later than five (5) years from the date of purchase. Any and all income received by the County from such investments shall be deposited into the Rebate Account hereunder to the extent required and the excess, if any, into the Revenue Fund. D. CONSTRUCTION OF PROJECT. The County shall proceed with due diligence to acquire and construct the North County Wastewater System. E. ENFORCEMENT OF PAYMENT OF ASSESSMENTS. The County will receive, collect and enforce the payment of the Assessments imposed by the County, and the interest, prepayment charges and penalties in connection therewith, in the manner prescribed by this Resolution and all other resolutions, ordinances or laws thereunto appertaining; and will pay and deposit the proceeds of such Assessments and the interest, prepayment charges and penalties in connection therewith, and the proceeds of the Assessments imposed and collected by the City and transferred over pursuant to the Intergovernmental Agreement, as received, into the Revenue Fund. In lieu of the provisions for collection of the Assessments set forth in Ordinance 86-88 of the County, the County shall use the method of collection provided for under Section 197.363, Florida Statutes (1988), as amended, and the County shall cause the City, under the provisions of the Intergovernmental Agreement, to use such collection procedures in lieu of the provisions for collection set forth in Ordinance 0-87-01 of the City. F. ENFORCEMENT OF INTERGOVERNMENTAL AGREEMENT. The County shall enforce the Intergovernmental Agreement. G. USER LETTERS OF CREDIT. If the Assessment imposed with respect to the property of any one owner is in respect of 750 or more equivalent residential units, or if the ratio of the Assessment imposed with respect to the property of such owner to the assessed value of the property of such owner expressed as a percent equals or exceeds percent, the County shall require such owner to provide to the County, and keep in full force and effect, a letter of credit in an amount not less than the outstanding unpaid balance of the Assessment imposed against such property plusmonths interest thereon. Such letter of credit shall be in substantially the form heretofore approved by resolution of the County and shall be issued by a commercial bank or savings and loan association acceptable to the County as to regulatory capital and otherwise. The County shall draw upon said letter of credit in an amount equal to the outstanding balance of the applicable Assessment, plus accrued interest thereon, if applicable and appropriate, whenever the payment of such Assessment or the interest thereon is not paid when due or whenever the WARM letter of credit is about to expire and the County has not been timely furnished with a renewal of such letter of credit or a substitute letter of credit in substantially the same form and substance issued by the same commercial bank or savings and loan association or another commercial bank or savings and loan association whose credit worthiness is, in the opinion of the County, not less than that of the issuer of the prior letter of credit. The County shall cause the City to require the posting of letters of credit with respect to Assessments upon property located within the boundaries of the City upon similar terms and conditions and shall require that the City take all steps necessary to enforce such letters of credit in a similar manner. H. RECLAMATION OF RESERVATIONS. The County shall not reclaim any wastewater treatment plant and transmission capacity reservation which relates to any of the Assessments unless (1) the County immediately resells such reservation to a buyer whose credit worthiness, in the reasonable opinion of the County, is equal to or greater than that of the person from whom such reservation was reclaimed, taking into consideration the fair market value of the property subjected to the Assessment and any User Letter of Credit, or (2) the County immediately pays from legally available funds the outstanding amount of the Assessment with regard to such reservation, together with appropriate interest and/or prepayment charges. I. REMOVAL OF ASSESSMENT LIENS. The County shall not release or extinguish the lien of any Assessment upon any property, or any portion or portions thereof at the request of the property owner, except as provided in Resolution No. 87-142 of the County. The County shall not release or extinguish the lien upon an entire property without the payment of the entire outstanding amount of the Assessments against the property together with appropriate interest and/or prepayment charges. The County shall not release or extinguish the lien upon a portion of a property without the payment of at least a pro -rata portion of the outstanding amount of the Assessment against the property, such portion to be based upon fair market value of the property as established by appraisals acceptable to the County, together with appropriate interest and/or prepayment charges. All money received in connection with the release or extinguishment of any Assessment lien shall be deposited in the Revenue Fund. J. SUFFICIENT CAPACITY. The County shall use its best efforts to have available from time to time sufficient wastewater treatment capacity to service the property upon which an Assessment is imposed when desired and otherwise available to the extent of the reservations with respect thereto. K. NO ISSUANCE OF OTHER OBLIGATIONS PAYABLE FROM REVENUES. The County will not issue any other obligations payable from the Revenues nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge upon the Revenues. - 23 - L. BOOKS AND - shall keep books and of he nty collection of the A sessmentsSandTotheruReve Revenues, which such books c ndsre oras shall be kept separate and apart from all other books and records of the County. The Clerk of the Board shall, at the end of each Fiscal Year, prepare a written report setting forth the collections received, the number and amount of delinquencies, the proceedings taken to enforce collections and cure delinquencies and an estimate of time for the conclusion of such legal proceedings. Such report shall be audited by the certified public accountants of the County as part of the annual County audit. Copies of such reports shall, upon written request, be mailed to the Registered Owners of the Bonds. M. ARBITRAGE. No use of the proceeds of the Bonds will be made which will cause the 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 Bonds. N. ARBITRAGE REBATE. The County shall at least annually transfer appropriate amounts from the funds and accounts hereunder to which income on investments has been deposited, into an account to be known as the "Special Assessment Revenue Bonds, Series 1989, Rebate Account" (herein referred to as the "Rebate Account") sufficient to pay to the United States of America all amounts due with respect to the 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 Rebate Account shall be added to and become a part of the Rebate Account. Moneys in the Rebate Account shall only be used to pay the amounts due to the United States of America under said Section of the Code 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 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. 0. TAX COVENANTS. The County covenants that it will not take any action or fail to take any action with respect to the proceeds of the Bonds that would result in loss of the exclusion from gross income for federal income tax purposes pursuant to section 103(a) of the Code of interest paid on Outstanding - 24 - Bonds which, when initially issued and sold, were the subject of an opinion of counsel to the effect that interest thereon was so excludable. With respect to the Bonds, the County covenants that any use of the North County Wastewater System in the trade or business of any person or entity other than the County, including use under a take -or -pay contract or certain management contracts ("private business use"), if such use is related to the County's use of the North County Wastewater System, will not exceed more than ten percent (108) of the use of the North County Wastewater System, or if such private business use in unrelated or disproportionate to the County's use of the North County Wastewater System, will not exceed more than five percent (58) of the use of the North County Wastewater System. The County covenants that no more than ten percent (108) of the Revenues will be derived directly or indirectly from payments from any nongovernmental user, other than payments by a nongovernmental user as a member of the general public. P. POWER TO ISSUE BONDS AND PLEDGE PLEDGED FUNDS. The County is duly authorized under all applicable laws to create and issue the Bonds and to adopt this Resolution and to pledge the Pledged Funds in the manner and to the extent provided herein. Except to the extent otherwise provided in this Resolution, the Pledged Funds are not pledged or hypothecated and, upon issuance of the Bonds, will be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the security interest, pledge and assignment created by this Resolution, and all action on the part of the County to that end has been and will be duly and validly taken. The Bonds and the provisions of i valid and enfo ceable obligatio s of the Resolution will e in accordance iththeir terms andlegally terms of this Resolution. The County shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the Pledged Funds and all the rights of the Registered Owners under this Resolution against all claims and demands of all persons whomsoever. Q. BONDS SECURED BY PLEDGE OF PLEDGED FUNDS. The Bonds issued hereunder shall be direct and special obligations of the County payable in accordance with their terms and the provisions of this Resolution from the Pledged Funds hereby pledged for the benefit of the Registered Owners, subject to the provisions of this Resolution permitting the application thereof for the purposes and on the terms and conditions set forth in this Resolution. The Pledged Funds shall immediately be subject to the lien and charge of this Resolution without any physical delivery thereof or further act, and the lien and charge of this Resolution shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise, against the County, irrespective of whether such parties have notice thereof. - 25 - R. FUNDS AND ACCOUNTS. The designation and establishment of the various funds and accounts created herein does not require the establishment of any completely independent, self -balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets as provided herein. SECTION 16. SALE OF BONDS. The 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 17. APPLICATION OF BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of the Bonds shall be deposited and applied by the County as follows: A. The accrued interest plus, if applicable, as specified by subsequent resolution of the Board, an amount equal to the interest on the Bonds for a reasonable period of time from the date of issuance of the Bonds shall be deposited into the Sinking Fund and be applied exclusively for the payment of the interest first becoming due on the Bonds. B. A sum specified by subsequent resolution of the County shall be deposited into the Reserve Account. C. The amount necessary to pay all 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 Bonds and all other similar costs and expenses of issuing the Bonds shall be paid or provided for. D. The balance of such proceeds shall be paid into the Impact Fee Trust Fund to be used for the expansion of the wastewater treatment system of the County, including without limitation the acquisition and construction of the North County Wastewater System. SECTION 18. REMEDIES. Any Registered Owners or any trustee acting for such Registered Owners may, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights, including the right to the appointment of a receiver, existing under the laws of the State of Florida, or granted and contained herein, and may enforce and compel the performance of all duties herein or by any applicable statutes required to be performed by the County or by any officer thereof, including the collection of the Assessments. SECTION 19. DEFEASANCE. If at any time the County shall have paid, or shall have made provision for payment of, the principal, interest and premiums, if any, with respect to any of the Bonds, then, and in that event, the pledge of and lien on the Pledged Funds in favor of the Registered Owners of - 26 - such Bonds shall be no longer in effect. For purposes of the preceding sentence, the deposit of Federal Securities, bank certificates of deposit fully secured as to principal and interest by Federal Securities, or investment agreements with banks or insurance companies rated not less than AA or As by Standard & Poor's Corporation or Moody's Investors Service, respectively, and similarly secured (or the deposit of any other securities or investments which may be authorized by law from time to time and sufficient under such law to effect such a defeasance) in irrevocable trust with a banking institution or trust company, for the sole benefit of the Registered Owners of such Bonds, the principal of and interest on which will be sufficient to pay, when due, the principal, interest and premiums, if any, on such Bonds, shall be considered "provision for payment". Nothing in this section shall be deemed to require the County to call any of the outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the County in determining whether to exercise any such option for early redemption. SECTION 20. MODIFICATION OF RESOLUTION. No adverse material modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Registered Owners of 518 or more in aggregate principal amount of the Bonds then outstanding affected by such adverse material modification or amendment; provided, however, that no modification or amendment shall permit a change in the maturity of any Bonds or a reduction in the rate of interest thereon or in the amount of the principal obligation thereof, or affect the unconditional promise of the County to levy, impose and/or collect the Assessments or other receipts and revenues, if any, pledged hereunder, as herein provided, or to pay the principal of and interest on the Bonds as the same shall become due from the Assessments, or reduce such percentage of Registered Owners of such Bonds, required above, to consent to such modifications or amendments, without the consent of the Registered Owners of all of the Bonds affected thereby. SECTION 21. 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 y prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements and provisions hereof, and shall in no way affect the validity thereof or of the Bonds issued hereunder. SECTION 22. VALIDATION. The County Attorney is hereby authorized and directed to institute appropriate proceedings in the Circuit Court of the Nineteenth Judicial Circuit in and for Indian River County, Florida, for the validation of the Bonds. - 27 - SECTION 23. REPEALER. All resolutions or parts of resolutions in conflict herewith are hereby repealed. SECTION 24. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. - 28 - The foregoing resolution was offered by Commissioner Scurlock who moved for its adoption. The motion was seconded by Commissioner Eggert and, upon being put to a vote, the vote was as follows: Chairman Gary C. Wheeler Aye Vice Chairman Carolyn K. Eggert Aye Commissioner Don' C. Scurlock Aye Commissioner Richard N. Bird Aye Commissioner Margaret C. Bowman Aye The Chairman thereupon declared the Resolution duly passed and adopted this 6th day of June , 1989. BOARD OF COUNTY COMMISSIONERS OF' INDIAN VER COUNTY,'FLORIDA (SEAL) By: , n Gary C, eeler,-_Chairman Attest: a ey Bartsn, Clerk APPROVED AS TO AND LEGAL SUFFICIENCY Charles P. Vitunac Attorney for the County Irian f8ve Ca, Approved Date Admin. fel G—S -•� Legal ESV G 1 -NY Budgel ut111kiK G C,•�} Z -`d`) Risk Mg ---w INDIAN RIVER COUNTY, FLORIDA RESOLUTION NO. 89 - S-� RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $7,560,000 AGGREGATE PRINCIPAL AMOUNT OF SPECIAL ASSESSMENT REVENUE BONDS, SERIES 1989, OF INDIAN RIVER COUNTY, FLORIDA, THE NET PROCEEDS OF WHICH WILL BE USED TO MAKE A DEPOSIT INTO THE IMPACT FEE TRUST FUND OF THE COUNTY FOR APPLICATION TO PAY FOR THE EXPANSION OF THE SEWAGE DISPOSAL SYSTEM OF THE COUNTY, INCLUDING WITHOUT LIMITATION THE ACQUISITION AND CONSTRUCTION OF A PHYSICALLY INDEPENDENT SEWER SYSTEM TO BE KNOWN AS THE "NORTH COUNTY WASTEWATER SYSTEM"; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS AND PLEDGING FOR THE PAYMENT THEREOF THE PROCEEDS OF CERTAIN SPECIAL ASSESSMENTS IN LIEU OF IMPACT FEES LEVIED BY THE COUNTY, OR LEVIED BY OTHER PUBLIC BODIES AND PAYABLE TO THE COUNTY PURSUANT TO AN INTERGOVERNMENTAL AGREEMENT, IN EACH CASE IMPOSED AGAINST PROPERTY THE OWNERS OF WHICH HAVE CONSENTED THERETO AND, AT THE OPTION OF THE COUNTY, FROM OTHER LEGALLY AVAILABLE NON AD VALOREM TAX FUNDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to Ordinance No. 86-88 of the County, applicable provisions of Article VIII, Section 1, Florida Constitution (1968), Chapter 125, Florida Statutes (1988), and other applicable provisions of law. SECTION DEFINITIONS. used herein shallhave he eninotherwise gs ascribed t them in Ord nance 86-88eofethe County. The following terms shall have the following meanings in this Resolution unless the context otherwise clearly requires: A. "Act" shall mean, collectively, 6-88 of the Count licableprovisions of ArticleVIII, Sects n 1 OrdinanceB Y. applicable Florida Constitution (1968), Chapter 125, Florida Statutes (1988), and other applicable provisions of law. B. "Assessments" shall mean the special assessments in lieu of impact fees levied upon property, with the consent of the property owners, pursuant to Ordinance No. 86-88, Resolution No. 87-142, Resolution No. 89-12 and Resolution No. 89-20 of the County and Ordinance No. 0-87-01, Resolution No. R- 87-85, Resolution No. R-89-07 and Resolution No. R-89-12 of the City, pursuant to and in accordance with the terms and provisions of the Intergovernmental Agreement. C. "Authorized Investments" shall mean those investments specified in Section 125.31, Florida Statutes (1988), as amended. County. D. "Board" shall mean the Board of County Commissioners of the E. "Bonds" shall mean the $7,560,000 aggregate principal amount of Special Assessment Revenue Bonds, Series 1989, authorized and issued pursuant to this Resolution and the Act. F. "Bond Registrar" shall mean the bond registrar for the Bonds to be determined by subsequent resolution of the County. G. "City" shall mean the City of Sebastian, Florida. H. "County" shall mean Indian River County, Florida. I. "Federal Securities" shall mean direct obligations of the United States of America, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which are not redeemable prior to maturity at the option of the obligor. J. "Fiscal Year" shall mean the period beginning with and including October 1 of each year and ending with and including the next September 30. K. "Impact Fee Trust Fund" shall mean the "Impact Fee Trust Fund for the Expansion of the Indian River County Sewerage System" established under Section 24-38(f) of the Code of Laws and Ordinances of the County. L. "Intergovernmental Agreement" shall mean the Intergovernmental Agreement dated February 3, 1987, by and between the County and the City relating to, among other things, the imposition of special assessments in lieu of impact fees upon property within the territorial limits of the City. M. "North County Wastewater System" shall mean the physically independent sewer system to be acquired and constructed by the County in the northern portion of the County, the costs of which, in part, shall be paid from proceeds of the Bonds. N. "Paying Agent" shall mean the paying agent for the Bonds to be determined by subsequent resolution of the County. - 2 - O. "Pledged Funds" shall mean (1) the Revenues, (2) the User Letters of Credit, (3) the funds and accounts and the earnings thereon pledged in connection with the Bonds by this Resolution, and (4) such other funds and accounts of the County and earnings thereon as the Board, by subsequent resolution, may pledge specifically in connection with the Bonds. P. "Qualified Independent Consultant" shall mean one or more qualified and recognized independent consultants, having favorable repute, skill and experience, with respect to the acts and duties required of a qualified independent consultant to be provided to the County, as shall from time to time be retained by the County to perform the acts and carry out the duties herein provided for such consultant. Q. "Record Date" shall mean the fifteenth (15th) day of the month immediately preceding an interest payment date for the Bonds. R. "Registered Owner", "Bondholder" or any similar term shall mean any person who shall be the owner of any outstanding Bond or Bonds as shown on the registration books of the County maintained by the Bond Registrar. S. "Revenues" shall mean (1) the Assessments, (2) the interest, prepayment charges and penalties received by the County in connection with the Assessments, (3) the proceeds of User Letters of Credit, as and when received by the County, and (4) any other non -ad valorem receipts and revenues of the County as the Board, by subsequent resolution, may pledge specifically in connection with the Bonds. T. "Term Bonds" shall mean the Bonds, if any, that are stated to mature on one date but which shall be subject to earlier retirement by operation of the Bond Amortization Account. U. "User Letters of Credit" shall mean such letters of credit, surety bonds or similar collateral provided by owners of property subjected to Assessments to secure the payment thereof when due. Words importing the singular number shall include the plural number and vice versa, and words importing persons shall include firms and corporations or other entities. SECTION 3. FINDINGS AND DETERMINATIONS. It is hereby found and determined as follows: A. It has heretofore been determined by the County and the City to be in the best interests of the County and the City, respectively, to levy the Assessments. - 3 - B. It is in the best interest of the County to issue the Bonds as hereinafter provided. C. The Bonds shall be special obligations of the County payable solely from, and secured solely by a prior lien upon, the Pledged Funds. D. It is deemed necessary and desirable to pledge the Pledged Funds for the payment of the principal of and interest on the Bonds. E. The amount of the Pledged Funds, as estimated, will be sufficient in the aggregate to pay the principal of and interest on the Bonds. F. The principal of and interest on the Bonds and all other payments specified herein will be paid solely from the Pledged Funds to the extent that the same shall be lawfully levied and collected or otherwise made available. Neither the County nor the City will be authorized to levy ad valorem taxes on any real property in the County or the City, as the case may be, to pay the principal of or interest on the Bonds or to make any other payments specified by this Resolution. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Bonds by the Registered Owners who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the County and such Registered Owners. The covenants and agreements herein set forth to be performed by the County shall be for the equal benefit, protection and security of the Registered Owners of the Bonds, all of which Bonds shall be of equal rank and without preference, priority or distinction with respect to any other Bonds, except as expressly provided therein and herein. SECTION 5. AUTHORIZATION AND DESCRIPTION OF BONDS. Subject and pursuant to the provisions of this Resolution, obligations of the County to be known as "Special Assessment Revenue Bonds, Series 1989," are hereby authorized to be issued in the aggregate principal amount of not exceeding $7,560,000 . The 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 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 and shall have such other terms and conditions as may be determined by subsequent resolution of the County adopted at or prior to the sale of the Bonds, Each of the Bonds shall bear a certificate, signed by the manual or facsimile signature of the Clerk of the Board, certifying that the aggregate amount of Assessments pledged hereunder is at least equal to the aggregate principal amount of the Bonds. - 4 - The Bonds shall be issued in fully registered form without coupons; shall be payable with respect to principal at the 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 Bonds and subject to the approval of the purchasers of the Bonds, elect to use an immobilization system or pure book -entry system with respect to issuance of the Bonds, provided adequate records will be kept with respect to the ownership of Bonds issued in book -entry form or the beneficial ownership of the Bonds issued in the name of a nominee. As long as any Bonds are outstanding in book -entry form, the provisions of Sections 6, S, 9 and 10 of this 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 Bonds. SECTION 6. EXECUTION AND AUTHENTICATION OF BONDS. The Bonds shall be executed in the name of the County by the Chairman or Vice Chairman of the Board, attested by its Clerk, and shall have affixed thereto or reproduced thereon the official seal of the County, or a facsimile thereof. The signatures of the Chairman or Vice Chairman and Clerk may be either manual or facsimile signatures. The certificate of authentication of the Bond Registrar shall appear on the Bonds, and no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless such certificate shall have been duly executed on such Bond. The authorized signature for the Bond Registrar shall be manual. In case any one or more of the officers of the Board who shall have signed or sealed any of the Bonds shall cease to be such officer or officers of the Board before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as if the persons who signed or sealed such Bonds had not ceased to hold such offices. Any Bonds may be signed and sealed on behalf of the Board by such person who at the actual time of the execution of such Bonds shall hold the proper office, although at the date of such Bonds such person may not have held such office or may not have been so authorized. The validation certificate on the Bonds, if any, shall be executed with the manual or facsimile signature of the Chairman or Vice Chairman of the Board. SECTION 7. NEGOTIABILITY. The Bonds issued hereunder shall be and shall have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida, and each successive holder, in accepting any of the Bonds, shall be conclusively deemed to have agreed that such Bonds shall - 5 - be and have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida. SECTION 8. REGISTRATION, TRANSFER AND EXCHANGE. The Bond Registrar shall be responsible for maintaining books for the registration, transfer and exchange of the Bonds. All Bonds presented for transfer, exchange, redemption or payment (if so required by the Board or the Bond Registrar) shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Board or the Bond Registrar, duly executed by the Registered Owner or by his duly authorized attorney. In the case of partial redemption of a Bond, and in lieu of issuing a new Bond or Bonds in the aggregate principal amount then outstanding on the Bond after such redemption, the County may, at its option, instruct the Bond Registrar to note on the Bond the principal amount of such redemption, the date of redemption and the outstanding principal amount of such Bond after such redemption, and return the Bond to the Registered Owner. Upon Bond accompa ieds by sane r to the d assignment ors writt ostrar f aauthorization or transfer or efor anexchange, whichever is applicable, duly executed by the Registered Owner or his attorney duly authorized in writing, the Bond Registrar shall deliver in the name of the Registered Owner or the designated transferee or transferees, as the case may be, a new fully registered Bond or Bonds of authorized denominations and of the same maturity and interest rate, in an aggregate principal amount equal to the principal amount that remains outstanding with respect to such Bond so surrendered. The Bond Registrar or the Board may require payment from the Registered Owner or his transferee of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection with any transfer or exchange of the Bonds. Such charges and expenses shall be paid before any such new Bond shall be delivered. Interest on a Bond shall be paid to the Registered Owner whose name appears on the books of the Bond Registrar as of 5:00 P.M. local time at the location of the Bond Registrar on the Record Date. New Bonds delivered upon any transfer or exchange shall be valid obligations of the County, evidencing the same debt as the Bonds surrendered, shall be secured by this Resolution, and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. The County and the Bond Registrar may treat the Registered Owner of any Bond as the absolute owner thereof for all purposes, whether or not such WIE Bond shall be overdue, and shall not be bound by any notice to the contrary. SECTION 9. DISPOSITION OF BONDS PAID OR REPLACED. Whenever any Bond shall be delivered to the Bond Registrar for payment of the principal amount thereof upon maturity or redemption, or for replacement, transfer or exchange, such Bond shall be cancelled and destroyed by the Bond Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the County. SECTION 10. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the County may, in its discretion, issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange for and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the Registered Owner furnishing the County and the Bond Registrar proof of his ownership thereof and the loss thereof (if lost, stolen or destroyed) and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Board may prescribe and paying such expenses as the Board and the Bond Registrar may incur. All Bonds so surrendered shall be cancelled by the Bond Registrar. If any such Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the County may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this section shall constitute original, additional, contractual obligations on the part of the County whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the same extent as all other Bonds issued hereunder. SECTION 11. PROVISIONS FOR REDEMPTION. The Bonds or any portions thereof shall be subject to redemption prior to their respective stated dates of maturity, at the option of the County, at such times and in such manner as shall be determined by subsequent resolution adopted prior to the sale thereof. Notice of such redemption shall, not more than forty-five (45) days and not less than thirty (30) days prior to the redemption date, (i) be filed with the Bond Registrar and the Paying Agent, and (ii) be mailed, postage prepaid, to all Registered Owners of Bonds to be redeemed at their addresses as they appear of record on the books of the Bond Registrar as of forty-five (45) days prior to the date fixed for redemption. Interest shall cease to accrue on any Bond duly called for prior redemption on the redemption date, if payment thereof has been duly provided. The County and the Bond Registrar shall not be required to issue or to register the transfer of or exchange any Bonds then considered for redemption during a period beginning at the close of business on - 7 - the fifteenth (15th) day next preceding any date of selection of Bonds to be redeemed and ending at the close of business on the day of mailing the applicable notice of redemption, as hereinafter provided, or to register the transfer of or exchange any portion of any of the Bonds selected for redemption until after the redemption date. All notices of redemption with respect to the Bonds shall specify the series, maturities and numbers of the Bonds to be redeemed (including the CUSIP numbers); the date fixed for redemption; the redemption price or prices to be applicable to the Bonds to be redeemed; and that on the date fixed for redemption such Bonds shall be payable at the principal corporate trust office of the Paying Agent (specifying the address of same). If Registered Owners of all such Bonds to be redeemed file written waivers of notice with the Paying Agent, such Bonds may be redeemed on the redemption date without necessity of notice by mailing. Failure to mail any notice of redemption or any defect therein or in the mailing thereof shall not affect the validity of any proceeding for redemption of other Bonds so called for redemption. SECTION 12. FORM OF BONDS. The text of the Bonds, the validation certificate thereon, if any, and the certificate of authentication thereon shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and/or desirable and authorized or permitted by this Resolution or any subsequent resolution adopted prior to the issuance thereof, or as may be necessary to comply with applicable laws, rules and regulations of the United States and the State of Florida in effect upon the issuance thereof: No. UNITED STATES OF AMERICA STATE OF FLORIDA INDIAN RIVER COUNTY SPECIAL ASSESSMENT REVENUE BOND, SERIES 1989 RATE OF INTEREST MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: KNOW ALL MEN BY THESE PRESENTS, that INDIAN RIVER COUNTY, FLORIDA (the "County"), for value received, hereby promises to pay to the Registered Owner named above, or registered assigns, solely from the Pledged Funds, - 8 - hereinafter defined, on the Maturity Date specified above, the Principal Amount specified above, unless this Special Assessment Revenue Bond, Series 1989 (the "Bond") shall be redeemable and duly shall have been called for earlier redemption and payment of the redemption price shall have been made or provided for, and to pay, solely from such Pledged Funds, semiannually on and of each year, beginning interest on the Principal Amount specified above, at the Rate of Interest specified above, per annum, until such Principal Amount is paid in full. Interest on this Bond shall be payable from the interest payment date next preceding the date of registration and authentication of this Bond, unless: (a) this Bond is registered and authenticated as of an interest payment date, in which event this Bond shall bear interest from such interest payment date; or (b) this Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding interest payment date, in which event this Bond shall bear interest from such interest payment date; or (c) this Bond is registered and authenticated on or prior to the Record Date first preceding in which event this Bond shall bear interest from shown by the records of the Paying Agent (hereinafter defined), interest on this Bond is in default, in which event this Bond shall bear interest from the date on which interest was last paid on this Bond. The Principal Amount hereof, together with any applicable redemption premium with respect thereto, shall be payable, when due upon maturity or earlier redemption, upon presentation and surrender of this Bond at the principal corporate trust office of (the "Paying Agent"), Florida, as Paying Agent. Interest hereon shall be paid, when due, by check mailed to the Registered Owner whose name and address shall appear, at 5:00 P.M, prevailing local time at the location of the Bond Registrar (hereinafter defined) on the fifteenth (15th) day of the month next preceding each interest payment date (the "Record Date"), on the registration books maintained by (the "Bond Registrar"), , Florexchange of this Bond s subsequent da, as o t such hRecordiDate and priorrrespective i to such any ainterest payment date, unless the County shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name this Bond is registered on such registration books at 5:00 P.M. prevailing local time at the location of the Bond Registrar on a special record date for the payment of such defaulted interest established by notice mailed by the Paying Agent to the Registered Owner of this Bond not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business of the Bond Registrar on the fifth (5th) day preceding the date of mailing. The principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. This Bond is one of the revenue bonds authorized by the County under the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Chapter 125, Florida Statues (1988), Ordinance No. 86-88 and Resolution No. of the County, and other - 9 - applicable provisions of law. The above -referenced resolutions, as duly adopted by the Board of County Commissioners of the County are hereinafter referred to collectively as the "Resolution". This Bond is subject to all the terms and conditions of the Resolution. This Bond is one of the revenue bonds designated as Special Assessment Revenue Bonds, Series 1989, all of like date and tenor, except as to numbers, denominations, dates of maturity, rates of interest and provisions for redemption, in the aggregate principal amount of ($ ) (the "Bonds"). The p Dollars make a deposit into the "Impact Fee Trust and for the Expansion of the Indian River County Sewerage System" of the County, which shall be applied to the costs of expansion of the sewage disposal system of the County, including without limitation the acquisition and construction of a physically independent sewer system to be known as the North County Wastewater System, and (2) to establish certain other funds and accounts and to pay certain costs and expenses relating to issuance of the Bonds, all as more fully set forth in the Resolution. The Bonds and the interest due thereon are payable solely from, and are secured solely by a first lien upon and pledge of, the proceeds of certain Special Assessments in Lieu of Impact Fees (the "Assessments") levied upon property, with the consent of the owners thereof, pursuant to Ordinance No. 86- 88, Resolution No. 87-142, Resolution No. 89-12 and Resolution No. 89-20 of the County and, pursuant to and in accordance with the terms and provisions of the Intergovernmental Agreement between the County and the City of Sebastian, Florida (the "City"), dated February 3, 1987, Ordinance No. 0-87-01, Resolution No. R-87-85, Resolution No. R-89-07 and Resolution No. R-89-12 of the City; the interest, prepayment charges and penalties received in connection with the Assessments; the proceeds of the User Letters of Credit, as that phrase is defined in the Resolution, which secure payment of certain of the Assessments; and certain funds and accounts and the earnings thereon that have been pledged for the payment of the principal of, interest and premium, if any, on the Bonds, all as provided in the Resolution (collectively, the "Pledged Funds"). This Bond does not constitute an indebtedness of the County within the meaning of any constitutional or statutory provision or limitation. The liens upon property in connection with the Assessments may be released upon deposit with the County or the City, as applicable, of money or other adequate security, all as more particularly described and provided in the Resolution. This Bond does not constitute a general indebtedness of the County or the City within the meaning of any constitutional or statutory provision or limitation. It is expressly agreed by the Registered Owner of this Bond that such Registered Owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the County or the City for the payment of the principal of, interest or premium, if any, on this Bond or the making of any other payments specified by the Resolution. It is further agreed between the County and the Registered Owner of this Bond that this Bond and the - 10 - indebtedness evidenced hereby shall constitute a lien upon only the Pledged Funds in the manner provided in the Resolution. (To be inserted where appropriate on face of bond: "Reference is hereby made to the further provisions of this bond set forth on the reverse side hereof, and such further provisions shall for all purposes have the same effect as if set forth on this side.") The Bonds are issuable only in the form of registered bonds, without coupons, in the denominations of $5,000 principal amount or any integral multiple thereof. This Bond may be transferred only upon the books kept by the Bond Registrar, on behalf of the County, upon surrender hereof at the principal corporate trust office of the Bond Registrar with an assignment duly executed by the Registered Owner or his duly authorized attorney, but only in the manner, subject to the limitations and upon payment of a sum sufficient to cover any tax, fee or governmental charge that may be imposed in connection with such transfer, all as provided in the Resolution. Upon such transfer, there shall be executed in the name of the transferee, and the Bond Registrar shall deliver, as early as practicable, a new fully registered bond or bonds of authorized denominations in the same aggregate principal amount and of the same series, maturity and interest rate as this Bond. In like manner, subject to said conditions and upon payment of any such sum, this Bond may be surrendered at said office of the Bond Registrar in exchange for an equal aggregate principal amount of new fully registered bonds of authorized denominations of the same series, maturity and interest rate as this Bond. herebyIt is things required to exi t, torl happen and to be performedprecedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the Constitution and laws of the State of Florida applicable thereto. The County and the Bond Registrar shall not be required to issue or to register the transfer of or exchange any Bonds then considered for redemption during a period beginning at the close of business on the fifteenth (15th) day next preceding any date of selection of Bonds to be redeemed and ending at the close of business on the day of mailing the applicable notice of redemption, as hereinafter provided, or to register the transfer of or exchange any portion of any of the Bonds selected for redemption until after the redemption date. This Bond is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida. [Insert redemption provisions] If less than all Bonds of any one maturity are to be redeemed, the Bonds of such maturity to be redeemed shall be drawn by lot by the Paying Agent. For the purposes of redemption, a Bond of a denomination larger than $5,000 shall be treated as representing that number of Bonds which equals the number obtained by dividing the principal amount thereof by $5,000, each $5,000 portion of such Bond being subject to redemption. In case of partial redemption of any Bond, payment of the redemption price shall be made only upon surrender of such Bond in exchange for Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion of the principal amount thereof. Notice of such redemption shall be given in the manner provided in the Resolution. On the date designated for redemption, notice having been provided as aforesaid, and money for payment of the principal, premium, if any, and accrued interest being held by the Paying Agent, interest on the Bonds or portions thereof so called for redemption shall cease to accrue and such Bonds or portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Resolution, and the registered owners of such Bonds or portions thereof so called for redemption shall have no rights with respect thereto, except to receive payment of the principal to be redeemed and accrued interest thereon to the date fixed for redemption, together with the redemption premium, if any. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of authentication hereon shall have been executed by the manual signature of an authorized representative of the Bond Registrar. - 12 - IN WITNESS WHEREOF, Indian River County, Florida, has issued this Bond and has caused the same to be executed by the Chairman of the Board of County Commissioners of the County and attested by the Clerk of the Board, of County Commissioners, either manually or with their facsimile signatures, and its official seal, or a facsimile thereof, to be affixed, impressed, imprinted or otherwise reproduced hereon, all as of the 19—. day of , (SEAL) ATTEST: Clerk - 13 - INDIAN RIVER COUNTY, FLORIDA By Chairman CERTIFICATE OF AUTHENTICATION AND CERTIFICATE AS TO OPINION It is certified that: (1) This Bond is one of the Bonds described in the within -mentioned Resolution; and (2) The text of the Opinion printed upon this Bond is a true and correct copy of the text of an original Opinion issued by and payment for, such dated adelivered on s which Opinion nishon file at e date of tour ncorporatertrust office referred to in this Bond, where the same may be inspected. Date of Registration and Authentication: [Insert if Appropriate:] As Bond Registrar By: Authorized Representative VALIDATION CERTIFICATE This Bond is one of the bonds which were validated and confirmed by judgment of the Circuit Court of the Nineteenth Judicial Circuit in and for Indian River County, Florida, rendered on 198_. Chairman, Board of County Commissioners of Indian River County, Florida - 14 - CLERK'S CERTIFICATE The aggregate amount of special assessments in lieu of impact fees, pledged to the payment of the within -defined Bonds, is at least equal to the aggregate principal amount of the Bonds. Clerk, Board of County Commissioners of Indian River County, Florida The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship UNIF GIF MIN ACT - Custodian for (Minor) under Uniform Gifts to Minors Act of (State) (Cust.) Additional abbreviations may also be used though not in list above. - 15 - ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to (Name and address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE this Bond and does hereby irrevocably constitute and appoint as his agent to transfer this Bond on the books kept for registration hereof, with full power of substitution in the premises. (Signature of Transferor) (Signature of Transferor) Date: Signature guaranteed: (Name of Bank, Trust Company or Firm) By Title: NOTICE: Signature(s) must be guaranteed by a member of a major stock exchange or a commercial bank or trust company. NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assign- ment corresponds with the name(s) appearing as registered owner upon the face of the within Bond in every particu- lar, without alteration, enlargement or any change whatever and the full address and Social Security or Federal Employer Identification Number Of the Transferee is supplied. - 16 - (Insert if Appropriate:] PARTIAL REDEMPTION PAYMENTS Authorized Officer of Principal Balance of Bond Payment Date Amount Paid Principal Unpaid Re istrar - 17 - SECTION 13. BONDS NOT GENERAL OBLIGATIONS. The Bonds shall not be or constitute general or moral obligations or a pledge of the faith, credit or taxing power of the County, the City, the State of Florida or any political subdivision thereof or an indebtedness of any of them as "bonds" within the meaning of the Constitution of the State of Florida, but shall be special obligations of the County payable solely from and secured solely by a lien upon and a pledge of the Pledged Funds. No Registered Owner shall ever have the right to compel the exercise of the ad valorem taxing power of the County, the City, the State of Florida or any political subdivision thereof, or taxation in any form of any real property therein, to pay the 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. 14. SECURITYONDS premium, if SECTION ny and interest onFOtheBent Bonds shall be . The pamse ur d forthwithof theipal equally and ratably by a pledge of and a first lien upon the Pledged Funds. The County does hereby irrevocably pledge the Pledged Funds to the payment of the principal of, premium, if any, and interest on the Bonds. Nothing in this Resolution shall constitute or be construed to constitute a conveyance or mortgage of any sewage disposal system or of any sewer system improvements or any part of any of the foregoing. SECTION 15. COVENANTS OF THE COUNTY. For so long as any of the principal of and interest on any of the Bonds shall be outstanding and unpaid, or until there shall have been set apart in the Revenue Fund hereinafter created, a sum sufficient to pay, when due, the entire principal amount of the Bonds remaining unpaid, together with interest accrued and interest to accrue thereon through such payment date, or until the provisions of Section 19 hereof have been satisfied, the County covenants with the Registered Owners of the Bonds that: A. REVENUE FUND. The County shall create, establish and maintain a special fund, which is hereby created and established, designated the "Indian River County Special Assessment Revenue Bonds, Series 1989, Revenue Fund" (the "Revenue Fund"). B. DISPOSITION OF REVENUES. All Revenues received by or on behalf of the County shall constitute trust funds and shall be deposited into the Revenue Fund. Such money on deposit from time to time in the Revenue Fund shall be applied in the following manner and order of priority: (1) First, the County shall deposit in a fund to be known as the "North County Assessment Bond Sinking Fund" (herein the "Sinking Fund"), which is hereby created and established, such sum as will be sufficient to pay the interest as the same shall become due and payable on the Bonds on the next two interest payment dates and such sum as - 18 - will be sufficient to pay, as the same becomes due and payable, the principal on the Bonds maturing or subject to mandatory call for redemption on the next principal payment date with respect to the Bonds. Such deposits shall take into account the sums, if any, in the Bond Amortization Account, hereinafter defined, attributable to such payments and the sums, if any, deposited in the Sinking Fund out of the proceeds from the sale of the Bonds to pay interest thereon. In addition, there shall be deposited in the Sinking Fund amounts sufficient to pay the fees and charges of the Paying Agent. (2) Second, the County shall deposit into an account in the Sinking Fund to be known as the "Bond Amortization Account", which is hereby created and established, such sums as are required by resolution of the County to be deposited therein at such times as are required thereby for each series of Term Bonds for purposes of the mandatory redemption thereof. (3) Third, the County shall deposit into an account within the Sinking Fund to be known as the "Reserve Account", which is hereby created and established, the sum, if any, necessary to increase the amount in the Reserve Account to an amount equal to the lesser of (a) the maximum amount of principal and interest on all outstanding Bonds becoming due in any ensuing Fiscal Year or (b) the maximum amount permitted to be deposited in such a fund and to be invested in nonpurpose investments without restriction as to yield under Section 148(d) of the Federal Internal Revenue Code of 1986, as amended; provided, however, that in no Fiscal Year shall Revenues in excess of twenty percent (208) of (a) or (b), as applicable, be required to be deposited into the Reserve Account. The Reserve Account may initially be funded from the proceeds of the sale of the Bonds or other legally available funds of the County. The value of the Reserve Account, including investments on deposit therein, shall be determined annually on the first day of the Fiscal Year of the County by a Qualified Independent Consultant, who may be the accountant for the County, using the fair market method of valuation. No further deposits shall be required to be made into the Reserve Account so long as the value thereof (including any Reserve Account Credit Instrument as described below) equals the amount required to be maintained therein, as provided in the first sentence of this subsection (3). - 19 - Notwithstanding the foregoing provisions, in lieu of, in whole or in part, the required deposits into the Reserve Account, the County may cause to be deposited into the Reserve Account any of the following (each a "Reserve Account Credit Instrument"): (a) A surety bond or insurance policy issued to the Paying Agent, as agent of the Bondholders, by a company licensed to issue an insurance policy guaranteeing the timely payment of debt service on the Bonds (a "municipal bond insurer"), if the claims paying ability of the issuer thereof shall be rated "AAA" or "Aaa" by Standard & Poor's Corporation ("S&P") or Moody's Investors Service ("Moody's"), respectively; or (b) An unconditional irrevocable letter of credit issued to the Paying Agent, as agent of the Bondholders, by a bank, if such bank is rated at least "AA" by S&P. Any such Reserve Account Credit Instrument shall be payable or available to be drawn upon, as the case may be (upon the giving of notice as required thereunder), by the Paying Agent on any interest payment date on which a deficiency exists which cannot be cured by money in any other fund or account held pursuant hereto and available for such purpose. It shall be the duty of the Paying Agent to, and the Paying Agent shall, without further authorization or direction from the County, ascertain the necessity for a claim or draw upon any Reserve Account Credit Instrument and provide notice to the issuer of the Reserve Account Credit Instrument in accordance with its terms at such time as will, when giving due allowance for the time permitted for the issuer to make payment under the Reserve Account Credit Instrument, ensure payment under the Reserve Account Credit Instrument on or before the interest payment date. If the Reserve Account requirement shall at any time be satisfied in whole or in part with a qualifying letter of credit and such letter of credit is about to expire or terminate, the County hereby authorizes and directs the Paying Agent to draw upon such letter of credit prior to its expiration or termination to the extent required to fully fund the Reserve Account requirement unless a replacement Reserve Account Credit Instrument is in place or the Reserve Account is otherwise fully funded in its required amount. - 20 - If a disbursement is made under any such Reserve Account Credit Instrument, the County may reinstate the maximum limits of such Reserve Account Credit Instrument immediately following such disbursement, otherwise the amount of credit toward the Reserve Account requirement for such Reserve Account Credit Instrument shall be appropriately reduced. Furthermore, the County may at any time and from time to time cause to be deposited in the Reserve Account such a Reserve Account Credit Instrument and cause an appropriate amount to be withdrawn from the Reserve Account and released to the County. Money in the Reserve Account shall be used only for the purpose of the payment of principal of or interest on the Bonds when the other money in the Sinking Fund is insufficient therefor, and for no other purpose. However, upon the valuation of the Reserve Account in each year, if the money applied and allocated to the Reserve Account (except the investment income thereon, which shall be deposited into the Revenue Fund as hereinafter provided) exceeds the aforesaid amount, such excess may be withdrawn and deposited in the Revenue Fund. (4) Fourth, the balance shall be used when and to the extent practicable to redeem Bonds subject to optional redemption, or to purchase Bonds at a price not to exceed the current redemption price thereof. (5) After the principal of and interest on all the Bonds shall have been paid, or there shall have been set apart in the Revenue Fund a sum sufficient to pay when due the entire principal of the Bonds remaining unpaid and interest accrued and interest to accrue thereon through such payment date, any money remaining on deposit to the credit of the Revenue Fund shall be transferred to the Impact Fee Trust Fund, if the same is then still in existence, and, if not, then transferred to the water and sewer enterprise fund of the County or used by the County for any lawful purpose. C. PLEDGEAmortization Account FUNDS DBond and theReserve INVESTMENT shall Tbe SPledg Pledged F nds,heshall constitute trust funds for the purposes provided herein for such funds and shall be used only for the purposes and in the manner provided herein. All moneys in all funds and accounts created or established hereunder shall be continuously secured in the manner by which deposits of public funds are required to be - 21 - secured by the laws of the State of Florida. Moneys on deposit in the Revenue Fund and the Sinking Fund (except the Reserve Account therein) may be invested and reinvested only in Authorized Investments maturing not later than the date on which the moneys therein will be needed for the purposes of such funds. Moneys in the Reserve Account may be invested and reinvested in Authorized Investments maturing not later than five (5) years from the date of purchase. Any and all income received by the County from such investments shall be deposited into the Rebate Account hereunder to the extent required and the excess, if any, into the Revenue Fund. D. CONSTRUCTION OF PROJECT. The County shall proceed with due diligence to acquire and construct the North County Wastewater System. E. ENFORCEMENT OF PAYMENT OF ASSESSMENTS. The County will receive, collect and enforce the payment of the Assessments imposed by the County, and the interest, prepayment charges and penalties in connection therewith, in the manner prescribed by this Resolution and all other resolutions, ordinances or laws thereunto appertaining; and will pay and deposit the proceeds of such Assessments and the interest, prepayment charges and penalties in connection therewith, and the proceeds of the Assessments imposed and collected by the City and transferred over pursuant to the Intergovernmental Agreement, as received, into the Revenue Fund, In lieu of the provisions for collection of the Assessments set forth in Ordinance 86-88 of the County, the County shall use the method of collection provided for under Section 197.363, Florida Statutes (1988), as amended, and the County shall cause the City, under the provisions of the Intergovernmental Agreement, to use such collection procedures in lieu of the provisions for collection set forth in Ordinance 0-87-01 of the City. F. ENFORCEMENT OF INTERGOVERNMENTAL AGREEMENT. The County shall enforce the Intergovernmental Agreement. G. USER LETTERS OF CREDIT. If the Assessment imposed with respect to the property of any one owner is in respect of 750 or more equivalent residential units, or if the ratio of the Assessment imposed with respect to the property of such owner to the assessed value of the property of such owner expressed as a percent equals or exceeds require such owner to provide to the Count Percent, the County shall County, and keep in full force and effect, a letter of credit in an amount not less than the outstanding unpaid balance of the Assessment imposed against such property plus months interest thereon. Such letter of credit shall be in substantially the form heretofore approved by resolution of the County and shall be issued by a commercial bank or savings and loan association acceptable to the County as to regulatory capital and otherwise. The County shall draw upon said letter of credit in an amount equal to the outstanding balance of the applicable Assessment, plus accrued interest thereon, if applicable and appropriate, whenever the payment of such Assessment or the interest thereon is not paid when due or whenever the - 22 - letter of credit is about to expire and the County has not been timely furnished with a renewal of such letter of credit or a substitute letter of credit in substantially the same form and substance issued by the same commercial bank or savings and loan association or another commercial bank or savings and loan association whose credit worthiness is, in the opinion of the County, not less than that of the issuer of the prior letter of credit. The County shall cause the City to require the posting of letters of credit with respect to Assessments upon property located within the boundaries of the City upon similar terms and conditions and shall require that the City take all steps necessary to enforce such letters of credit in a similar manner. H. TION wastewater treatmentA0 plantand transmissionRESERVATIONS. R capacity nreservati nty shall o which lrelates to any of the Assessments unless (1) the County immediately resells such reservation to a buyer whose credit worthiness, in the reasonable opinion of the County, is equal to or greater than that of the person from whom such reservation was reclaimed, taking into consideration the fair market value of the property subjected to the Assessment and any User Letter of Credit, or (2) the County immediately pays from legally available funds the outstanding amount of the Assessment with regard to such reservation, together with appropriate interest and/or prepayment charges. I. REMOVAL OF ASSESSMENT LIENS. The County shall not release or extinguish the lien of any Assessment upon any property, or any portion or Portions thereof at the request of the property owner, except as provided in Resolution No. 87-142 of the County. The County shall not release or extinguish the lien upon an entire property without the payment of the entire outstanding amount of the Assessments against the property together with appropriate interest and/or prepayment charges. The County shall not release or extinguish the lien upon a portion of a property without the payment of at least a pro -rata portion of the outstanding amount of the Assessment against the property, such portion to be based upon fair market value of the property as established by appraisals acceptable to the County, together with appropriate interest and/or prepayment charges. All money received in connection with the release or extinguishment of any Assessment lien shall be deposited in the Revenue Fund. J. SUFFICIENT CAPACITY. The County shall use its best efforts to have available from time to time sufficient wastewater treatment capacity to service the property upon which an Assessment is imposed when desired and otherwise available to the extent of the reservations with respect thereto. K. NO ISSUANCE OF OTHER OBLIGATIONS PAYABLE FROM REVENUES. The County will not issue any other obligations payable from the Revenues nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge upon the Revenues. - 23 - L. OKS AND County shall keep books and s the he collection of the A s ssmentsSandTother Revenues, which such books sand records shall be kept separate and apart from all other books and records of the County. The Clerk of the Board shall, at the end of each Fiscal Year, prepare a written report setting forth the collections received, the number and amount of delinquencies, the proceedings taken to enforce collections and cure delinquencies and an estimate of time for the conclusion of such legal proceedings. Such report shall be audited by the certified public accountants of the County as part of the annual County audit. Copies of such reports shall, upon written request, be mailed to the Registered Owners of the Bonds. M. ARBITRAGE. No use of the proceeds of the Bonds will be made which will cause the 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 Bonds. N. ARBITRAGE REBATE. The County shall at least annually transfer appropriate amounts from the funds and accounts hereunder to which income on investments has been deposited, into an account to be known as the "Special Assessment Revenue Bonds, Series 1989, Rebate Account" (herein referred to as the "Rebate Account") sufficient to pay to the United States of America all amounts due with respect to the 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 Rebate Account shall be added to and become a part of the Rebate Account. Moneys in the Rebate Account shall only be used to pay the amounts due to the United States of America under said Section of the Code 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 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. O. TAX COVENANTS. The County covenants that it will not take any action or fail to take any action with respect to the proceeds of the Bonds that would result in loss of the exclusion from gross income for federal income tax purposes pursuant to section 103(a) of the Code of interest paid on Outstanding - 24 - I . Bonds which, when initially issued and sold, were the subject of an opinion of counsel to the effect that interest thereon was so excludable. With respect to the Bonds, the County covenants that any use of the North County Wastewater System in the trade or business of any person or entity other than the County, including use under a take -or -pay contract or certain management contracts ("private business use"), if such use is related to the County's use of the North County Wastewater System, will not exceed more than ten percent (108) of the use of the North County Wastewater System, or if such private business use in unrelated or disproportionate to the County's use of the North County Wastewater System, will not exceed more than five percent (58) of the use of the North County Wastewater System. The County covenants that no more than ten percent (108) of the Revenues will be derived directly or indirectly from payments from any nongovernmental user, other than payments by a nongovernmental user as a member of the general public. P. POWER TO ISSUE BONDS AND PLEDGE PLEDGED FUNDS. The County is duly authorized under all applicable laws to create and issue the Bonds and to adopt this Resolution and to pledge the Pledged Funds in the manner and to the extent provided herein. Except to the extent otherwise provided in this Resolution, the Pledged Funds are not pledged or hypothecated and, upon issuance of the Bonds, will be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the security interest, pledge and assignment created by this Resolution, and all action on the part of the County to that end has been and will be duly and validly taken. The Bonds and the provisions of this Resolution are and will be valid and legally enforceable obligations of the County in accordance with their terms and the terms of this Resolution. The County shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the Pledged Funds and all the rights of the Registered Owners under this Resolution against all claims and demands of all persons whomsoever. Q. BONDS SECURED BY PLEDGE OF PLEDGED FUNDS. The Bonds issued hereunder shall be direct and special obligations of the County payable in accordance with their terms and the provisions of this Resolution from the Pledged Funds hereby pledged for the benefit of the Registered Owners, subject to the provisions of this Resolution permitting the application thereof for the purposes and on the terms and conditions set forth in this Resolution. The Pledged Funds shall immediately be subject to the lien and charge of this Resolution without any physical delivery thereof or further act, and the lien and charge of this Resolution shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise, against the County, irrespective of whether such parties have notice thereof. - 25 - R. FUNDS AND ACCOUNTS. The designation and establishment of the various funds and accounts created herein does not require the establishment of any completely independent, self -balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets as provided herein. SECTION 16. SALE OF BONDS. The 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 17. APPLICATION OF BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of the Bonds shall be deposited and applied by the County as follows; A. The accrued interest plus, if applicable, as specified by subsequent resolution of the Board, an amount equal to the interest on the Bonds for a reasonable period of time from the date of issuance of the Bonds shall be deposited into the Sinking Fund and be applied exclusively for the payment of the interest first becoming due on the Bonds. B. A sum specified by subsequent resolution of the County shall be deposited into the Reserve Account. C. The amount necessary to pay all 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 Bonds and all other similar costs and expenses of issuing the Bonds shall be paid or provided for. D. The balance of such proceeds shall be paid into the Impact Fee Trust Fund to be used for the expansion of the wastewater treatment system of the County, including without limitation the acquisition and construction of the North County Wastewater System. SECTION 18. REMEDIES. Any Registered Owners or any trustee acting for such Registered Owners may, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights, including the right to the appointment of a receiver, existing under the laws of the State of Florida, or granted and contained herein, and may enforce and compel the performance of all duties herein or by any applicable statutes required to be performed by the County or by any officer thereof, including the collection of the Assessments. SECTION 19. DEFEASANCE. If at any time the County shall have paid, or shall have made provision for payment of, the principal, interest and premiums, if any, with respect to any of the Bonds, then, and in that event, the pledge of and lien on the Pledged Funds in favor of the Registered Owners of - 26 - such Bonds shall be no longer in effect. For purposes of the preceding sentence, the deposit of Federal Securities, bank certificates of deposit fully secured as to principal and interest by Federal Securities, or investment agreements with banks or insurance companies rated not less than AA or As by Standard & Poor's Corporation or Moody's Investors Service, respectively, and similarly secured (or the deposit of any other securities or investments which may be authorized by law from time to time and sufficient under such law to effect such a defeasance) in irrevocable trust with a banking institution or trust company, for the sole benefit of the Registered Owners of such Bonds, the principal of and interest on which will be sufficient to pay, when due, the principal, interest and premiums, if any, on such Bonds, shall be considered "provision for payment". Nothing in this section shall be deemed to require the County to call any of the outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the County in determining whether to exercise any such option for early redemption. SECTION 20. MODIFICATION OF RESOLUTION. No adverse material modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Registered Owners of 518 or more in aggregate principal amount of the Bonds then outstanding affected by such adverse material modification or amendment; provided, however, that no modification or amendment shall permit a change in the maturity of any Bonds or a reduction in the rate of interest thereon or in the amount of the principal obligation thereof, or affect the unconditional promise of the County to levy, impose and/or collect the Assessments or other receipts and revenues, if any, pledged hereunder, as herein provided, or to pay the principal of and interest on the Bonds as the same shall become due from the Assessments, or reduce such percentage of Registered Owners of such Bonds, required above, to consent to such modifications or amendments, without the consent of the Registered Owners of all of the Bonds affected thereby. SECTION 21. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provisi provision of law or contrary to the policy of express law, though not expressly y prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements and provisions hereof, and shall in no way affect the validity thereof or of the Bonds issued hereunder. SECTION 22. VALIDATION. The County Attorney is hereby authorized and directed to institute appropriate proceedings in the Circuit Court of the Nineteenth Judicial Circuit in and for Indian River County, Florida, for the validation of the Bonds. - 27 - SECTION 23. REPEALER. All resolutions or parts of resolutions in conflict herewith are hereby repealed. SECTION 24. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. - 28 - The foregoing resolution was offered by Commissioner Scurlock who moved for its adoption. The motion was seconded by Commissioner _ Eegert and, upon being put to a vote, the vote was as follows: Chairman Gary C. Wheeler Aye Vice Chairman Carolyn K. Eggert Aye Commissioner Don'C. Scurlock Aye Commissioner Richard N. Bird Aye Commissioner Margaret C. Bowman AVe The Chairman thereupon declared the Resolution duly passed and adopted this 6th day of June 1989. BOARD OF COUNTY-•COMH'ISSIONERS OF• INDIAN RIVER COUNTY,' -FLORIDA% (SEAL) By: - Gary C. Chair-a--_-- Attest: hairman•- Attest• ICY B on, Clerk APPROVED ASM AND LEGAL SUFFI Charles P. Vitunac Attorney for the County In Nan r". Ca Approved Dale Admin. J'L4' Legal 6. -199 Budget G Uf�1�1ie5 2-� Risk Mgr.