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HomeMy WebLinkAbout1989-062TO � INDIAN RIVER COUNTY, FLORIDA RESOLUTION NO, 89-62 A RESOLUTION OF INDIAN RIVER COUNTY, FLORIDA, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS, SERIES 1989, OF INDIAN RIVER COUNTY, FLORIDA, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $5,900,000 TO FINANCE THE COST OF IMPROVEMENTS TO AND EXPANSION OF THE PUBLIC LIBRARY SYSTEM AND SERVICES IN THE COUNTY; PROVIDING FOR CERTAIN PROVISIONS WITH RESPECT TO SAID BONDS AND PROVIDING AN EFFECTIVE DATE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to Chapter 125, Florida Statutes (1988), and other applicable provisions of law. SECTIOI. 2. DEFINITIONS. The following terms shall have the following meanings in this Resolution, unless the context otherwise clearly requires: A. "Act" shall mean Chapter 125, Florida Statutes (1988), as amended, and other applicable provisions of law. B. "Authorized Investments" shall mean those investments specified in Section 125.31, Florida Statutes (1988), as amended, C. "Board" shall mean the Board of County Commissioners of Indian River County, Florida. D. "Bonds" shall mean the General Obligation Bonds, Series 1989, authorized and issued hereunder. E. "Bond Registrar" shall mean the Bond Registrar to be determined by subsequent resolution of the Board, F. "County" shall mean Indian River County, Florida, G. "Federal Securities" shall mean direct obligations of, 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. H. "Fiscal Year" shall mean the period beginning with and including October first of each year and ending with and including the next September 30. CU 0 I. "Paying Agent" shall mean the Paying Agent to be determined by subsequent resolution of the Board. J. "Project" shall mean certain improvements to and expansions of the public library system and services in and of the County, the cost of which, in part, shall be paid from proceeds of the Bonds. K. "Project Cost" shall mean all costs, direct or indirect, in connection with the acquisition, construction or equipping of the Project or the issuance of the Bonds, including without limitation all property, real, personal and mixed, rights, powers, easements, rights of way, privileges, franchises and all other property or interests in property used or useful in connection with the public library system and services of and in the County, engineering, legal and financing expenses; expenses for estimates of cost; expenses for plans, specifications and surveys; the fees of fiscal agents, financial advisors and consultants; administrative expenses relating solely to the construction and acquisition of the Project; the capitalization of interest for a reasonable period after the issuance of the Bonds; the discount on the sale of the Bonds; and such other costs and expenses as may be necessary or incidental to the financing herein authorized and the construction and acquisition of the Project and the placing of same in operation, L, "Provision for Payment" shall mean the deposit of Federal Securities or bank certificates of deposit fully secured as to principal and interest by Federal Securities (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 effe(t; a defeasance) in irrevocable trust with a banking institution or trust• company, for the sole benefit of the Registered Owners of the Bonds, the principal of and interest on which will be sufficient to pay, when due, the principal, interest and premiums, if any, on the Bonds. Nothing in this Resolution 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. M. "Record Date" shall mean the fifteenth (15th) day of the month immediately preceding an interest or other applicable payment date for the Bonds. N. "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 books of the County maintained by the Bond Registrar. Words importing singular number shall include the plural number and vice versa and words importing persons shall include firms and corporations or other entities and vice versa. SECTION 3. FINDINGS, It is hereby found and determined as follows: A. It is necessary, desirable, and in the best interest of Indian River County, Florida, and its inhabitants to acquire and construct the Project and to issue the Bonds to finance the Project Cost. 4 • 11 B. The issuance of the Bonds was authorized by Resolution 86-41 of the County. C. The issuance of the Bonds was approved by a majority of votes cast in a bond referendum held on September 2, 1986, by the qualified electors of the County in the manner required by the Constitution and Laws of the State of Florida. D. The Project Cost is estimated to equal or exceed $5,900,000. E. The Bonds shall be payable from ad valorem taxes levied on all taxable property in the County. F. 'Che Bonds, together with all other outstanding general obligation bonded indebtedness of the County, do not exceed any limitation on debt as imposed by applicable law. SECTION 4. AUTHORIZATION OF PROJECT, The Project is hereby authorized and approved. SECTION 5. 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 -e of equal rank and without preference, priority or distinction with respect to any other Bonds, except as expressly provided therein and herein. SECTION 6. AUTHORIZATION AND DESCRIPTION OF BONDS. Subject and pursuant to the provisions of Resolution 86-41 of the County and this Resolution, general obligations of the County to be known as "Ceneral Obligation Bonds, Series 1989,1' are hereby authorized to be issued in the aggregate principal amount of not exceeding $5,900,000. The Bonds shall be payable from ad valorem taxes levied by the County on all taxable property in the County. 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. The Bonds shall be issued in fully registered form without coupons; shall be payable with respect to principal at a principal corporate trust office of the Paying Agent; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable by check mailed to the Registered Owners at their addresses as they appear on the registration books kept by the Bond Registrar on behalf of the County, 3 • 11 0• Notwithstanding any other provisions of this section, the Board may, at its option, prior to the date of issuance of tate 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 7, 9, 10 and 11 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 7. EXECUTION AND AUTHENTICATION OF BONDS. The Bonds shall be executed in the name of the County by the Chairman or Vice Chairman of the Board attested by its Clerk and its official seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The signatures of the Chairman or Vice Chairman and Clerk may be either manual or facsimile signatures. The certificate of authentication of the Bond Registrar shall appear on the Bonds, and no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless such certificate shall have been duly executed on such Bond, The authorized signature for the Bond Registrar shall be manual. In case any one or more of the officers of the Board who shall have signed or sealed any of the Bonds shall cease to be such officer or officers of the Board before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as if the persons who signed or sealed such Bonds had not ceased to hold such offices. Any Bonds may be signed anu 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 8. NEGOTIABILITY. The Bonds issued hereunder shall be and shall have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida, and each successive holder, in accepting any of the Bonds, shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida. SECTION 9. REGISTRATION, TRANSFER AND EXCHANGE. The Bond Registrar shall be responsible for maintaining books for the registration, transfer and exchange of the Bonds. All Bonds presented for transfer, exchange, 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. 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 Band 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 the Bonds shall be paid to the Registered Owner whose name appears on the books of the Bond Registrar as of 5:00 P.M. local time at the location of the Bond Registrar on the Record Date, New Bonds delivered upon any transfer or exchange shall be valid obligations of the County, evidencing the same debt as the Bonds surrendered, shall be secured by this Resolution, and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. The County and the Bond Registrar may treat the Registered Owner of any Bond as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary. SECTION 10. DISPOSITION OF BONDS PAID OR REPLACED. Whenever any Bond shall be delivered to the Bond Registrar for payment of the principal amount thereof upon maturity or redemption, or for replacement, transfer or exchange, such Bond shall be cancelled and destroyed by the Bond Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the County. SECTION 11. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the County may, in its discretion, issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange for and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the Registered Owner furnishing the County and the Bond Registrar proof of his ownership thereof and the loss thereof (if lost, stolen or destroyed) and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Board may prescribe and paying such expenses as the Board and 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 UNITED STATES OF AMERICA STATE OF FLORIDA INDIAN RIVER COUNTY GENERAL OBLIGATION BOND, SERIES 1989 RATE OF INTEREST MATURITY DATE DATED DATE OF SERIES CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: KNOW ALL MEN BY THESE PRESENTS, that INDIAN RIVER COUNTY, FLORIDA (the "County"), for value received, hereby promises to pay to the Registered Owner named above, or registered assigns, on the Maturity Date specified above, the Principal Amount specified above and to pay 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 General Obligation Bond, Series 1989 (this "Bond") shall be payable from the interest payment date next preceding the date if 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 or (d) as shown by the records of the Paying Agent (hereinafter defined), interest on this Bond is in default, in which event this Bond shall bear interest from the date on which interest was last paid on this Bond. The Principal Amount hereof shall be payable, when due upon maturity, 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 e a No. R - UNITED STATES OF AMERICA STATE OF FLORIDA INDIAN RIVER COUNTY GENERAL OBLIGATION BOND, SERIES 1989 RATE OF INTEREST MATURITY DATE DATED DATE OF SERIES CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: KNOW ALL MEN BY THESE PRESENTS, that INDIAN RIVER COUNTY, FLORIDA (the "County"), for value received, hereby promises to pay to the Registered Owner named above, or registered assigns, on the Maturity Date specified above, the Principal Amount specified above and to pay 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 General Obligation Bond, Series 1989 (this "Bond") shall be payable from the interest payment date next preceding the date if 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 or (d) as shown by the records of the Paying Agent (hereinafter defined), interest on this Bond is in default, in which event this Bond shall bear interest from the date on which interest was last paid on this Bond. The Principal Amount hereof shall be payable, when due upon maturity, 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 series of bonds authorized by the County under the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Chapter 125, Florida Statutes (1988), and Resolution No. 86-41 and Resolution No. 89-62 of the County, all as amended and supplemented, and other applicable provisions of law. The above -referenced resolutions, as amended and supplemented from time to time, are hereinafter collectively referred to as the "Resolution". This Bond is subject to all the terms and conditions of the Resolution. This Bond is one of the series of bonds designated as General Obligation Bonds, Series 1989, all of like date and tenor, except as to numbers, denominations, dates of maturity and rates of interest, in the aggregate principal amount of Five Million Nine Hundred Thousand Dollars ($5,900,000) (the "Bonds"). The proceeds of the Bonds, together with certain other available funds of the County, will, inter glia, be used to acquire and construct the Project as defined in the Resolution, including without limitation certain improvements to and expansions of the public library system and services of the County and to pay certain costs and expenses relating to issuance of the Bonds, all as more fully set forth in the Revolution. For the prompt payment of the principal of and interest on this Bond as the same shall become due, the full faith, credit and taxing power of the County have been irrevocably pledged. The Bonds are general obligations of the County. (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 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 maturity and interest rate as this Bond. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the Constitution and laws of the State of Florida applicable thereto, This Bond is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida, This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of authentication hereon shall have been executed by the manual signature of an authorized representative of the Bond Registrar, IN WITNESS WHEREOF, Indian River County, Florida, has issued this Bond and has caused the same to be executed by the Chairman of the Board of County Commissioners of the County and attested by the Clerk of the Board of County Commissioners, either manually or with their facsimile signatures, and its official seal, or a .`,icsimile thereof, to be affixed, impressed, imprinted or otherwise reproduced hereon, all as of the day of (SEAL) INDIAN RIVER COUNTY, FLORIDA ATTEST: Clerk By: Chairman 9 Admin, Legal ®udgel DecL RIsk Mgr. El i ••M .. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to (Name and address of Transferee) (Social Security or Taxpayer Identification Number of Transferee this Bond and does hereby irrevocably constitute and appoint as his agent to transfer this Bond on the books kept for registration hereof, with full power of substitution in the premises. (Signature of Transferor) Date: Signature guaranteed: (Name of Bank, Trust Company or Firm) By: Title: NOTICE: No transfe- will be registered and no new Bond will be issued in the name of the Transferee unless the signature(s) to this assignment correspond(s) to the name(s) appearing as Registered owner upon the face of the within Bond in every particular, without enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. Signature(s) of the Transferor(s) must be guaranteed by a member firm of a major stock exchange or a commercial bank or trust company. SECTION 13, PLEDGE OF FULL FAITH, CREDIT AND TAXING POWER. For the prompt payment of the principal of and interest on the Bonds, the full faith, credit and taxing power of the County are hereby irrevocably pledged. SECTION 14. COVENANTS OF THE COUNTY. For so long as any of the principal of or interest or premium, if any, on any of the Bonds shall be outstanding and unpaid, or until there shall have been set apart in the Sinking Fund hereinafter created a sum sufficient to pay, when due, the entire principal amount of the Bonds outstanding together with the interest and premium, if any, thereon, or until Provision for Payment of the principal, interest and premiwu, if any, on the Bonds shall have been made, the County covenants with the Registered Owners of the Bonds that: A. SINKING FUND. A fund is hereby created and established to be known as the "General obligation Bonds, Series 1989 Sinking Fund" (herein the "Sinking Fund") for the sole purpose of paying the principal of and interest on the Bonds as the same shall become due. The County shall deposit in the Sinking Fund from time to time from the taxes collected by the County for the payment of 12 U • es the principal of and interest on the Bonds and other revenues of the County amounts sufficient to pay the principal of and interest on the Bonds as the same shall become due. In addition, the County shall from time to time transfer to the Paying Agent from the Sinking Fund amounts sufficient for the Paying Agent to pay the principal of and interest on the Bonds as the same shall become due. B. LEVY AND COLLECTION OF AD VALOREM TAXES. In each year while any of the Bonds are outstanding the County shall levy and collect a tax on all taxable property within the County, over and above all other taxes authorized or permitted by law, sufficient in amount to pay the principal of and interest on the Bonds as the same shall become due, Such tax shall be assessed, levied and collected in the same manner and at the same time as other County taxes are assessed, levied and collected. C. ENFORCEMENT OF COLLECTIONS. The County will diligently enforce and collect the taxes which are levied for the payment of the principal of and interest on the Bonds, will take all steps, actions and proceedings for the enforcement and collection thereof as the same shall become delinquent to the full extent permitted or authorized by law and will maintain accurate records with respect thereto. All such taxes, as collected, shall be applied as herein provided and not otherwise. D. PLEDGE AND INVESTMENT OF FUNDS. The Sinking Fund shall constitute a trust fund for the purposes provided herein for such fund 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 maicner by which deposits of public funds are required to be secured by the laws of the State of Florida, Moneys on deposit in the Sinking Fund 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 fund. Any and all income received by the County from such investments shall be deposited into the Rebate Account to the extent required and the excess, if any, into the Sinking Fund. E. REMEDIES. Any Registered Owner may by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights existing under the laws of the State of Florida, and may enforce and compel the performance of all duties required hereunder or by any applicable statutes to be performed by the County or by any officer thereof. Nothing herein, however, shall be construed to grant to any Registered Owner any lien on any property of or in the County. F. ARBITRAGE. The County covenants to and with purchasers of the issue which is comprised of the Bonds that it will make no use of the proceeds of such issue 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 13 G 4D • •s 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. G. 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. H. POWER TO LEVY TAX, ISSUE BONDS, ETC. The County is duly authorized under all applicable laws to levy and collect the ad valorem taxes pledged hereunder, to create and issue the Bonds and to adopt this Resolution and to pledge the full faith, credit and taxing power of the County in the manner and to the extent provided herein. 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. I. 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(x) of the Code of interest paid on the Bonds which, when initially issued and sold, were the subject of an opinion of counsel to the effect that interest thereon was so excludable. SECTION 15. APPLICATION OF THE BOND PROCEEDS. All moneys received from the sale of the Bonds shall be deposited and applied by the County as follows: A. All accrued interest on the Bonds, plus, at the option of the County, an amount specified by subsequent resolution of the County adopted at or prior to delivery of the Bonds which equals the amount of interest on the Bonds for a reasonable period of time from the date of issuance thereof, shall be deposited into the Sinking Fund and applied exclusively for the payment of interest first becoming due on the Bonds. B. Next, the amount necessary to pay all engineering fees, costs and expenses of financial reports, studies and projections, legal fees, fees of financial advisors, costs of the issuance of the Bonds, premiums and expenses related to insuring or rating the Bands and all other similar costs incurred in connection with the issuance of the Bonds shall be paid or provided for. C. A fund is hereby created and established to be known as the "General Obligation Bonds, Series 1989 Construction Fund" (herein the "Construction Fund"). There shall be deposited into the Construction Fund the balance of the moneys remaining after making all the deposits and payments provided for above. The moneys on deposit in the Construction Fund shall be withdrawn, used and applied by the County, as and when necessary, solely for the payment of the Project Cost. If for any reason any moneys in the Construction Fund are not 14 • • •i necessary for or are not applied to the payment of such costs, then such moneys shall be deposited by the County into the Sinking Fund and used only to pay the principal of and interest on the Bonds. Anything to the contrary contained herein notwithstanding, the Construction Fund shall be and constitute a trust fund for the purposes provided herein therefor, Any moneys in the Construction Fund which, in the opinion of the County, are not immediately necessary for expenditure, as hereinabove provided, may be invested in Authorized Investments maturing at such time or times as will make the proceeds thereof available when needed. All income derived therefrom shall be deposited into the Construction Fund; provided, however, that any income which will be required to be rebated under Section 148 of the Code shall be transferred to the Rebate Account created hereunder. SECTION 16. BONDHOLDERS NOT AFFECTED BY APPLICATION OF BOND PROCEEDS. The Registered Owners of the Bonds issued hereunder shall have no responsibility for the use of the proceeds of the Bonds, and the use of such proceeds shall in no way affect the rights of. the Registered Owners, The Board shall be irrevocably obligated to continue to levy and collect the ad valorem taxes as provided herein and to pay the principal of the interest on the Bonds, notwithstanding any failure of the County to use and apply such proceeds in the manner provided herein. SECTION 17. REBATE. Anything to the contrary contained herein notwithstanding, the County shall at least annually transfer appropriate amounts from the funds and iccounts hereunder to which income on investments has been deposited into an account to be known 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. SECTION 18. 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 19, 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; 15 r1 • 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 and collect taxes or to pay the principal of and interest on the Bonds as the same shall become due or reduce the percentage required above for an adverse material modification or amendment, without the consent of the Registered Owners of all of the Bonds affected thereby. SECTION 20, SEVERABILITY, If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be hold 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 21, VALIDATION. The validation of the Bonds in the Circuit Court of the Nineteenth Judicial Circuit of Florida in and for Indian River County, Florida, is approved, ratified and confirmed. SECTION 22. REPEALER. All resolutions or parts of resolutions in conflict herewith are hereby repealed. SECTION 23. EFFECTIVE DATE. This Resolution shall take effect immediately upon '.ta adoption. 16