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Home My WebLink About1987-144• of I .♦ P.E;OLUTrOY rio. 87 - I ; I A RESOI ]]Ord ATHHORIZING THE EXEG[ITi()ti AND DELIVERY OF A NOTE PURCHASE ACREFMEN1 MR THE SALE AND AWARD OF $9,200,000 ACGP.EGATF. rP.rw IPAL AMOUNr OF WATER AND 5E1,JFR REVE:rUE BONDS. SERIES 1986, ANTICIPATION 1107ES OF moWi RIVER COUNTY, FLORIDA, AT PRIVATE SALE BY NF.rp'l'IATEON TO THE PURCHASERS THFPFOF; A11'1110RIZING AND APPROVErdG CERTAIN TERIMS OF SAID NOTES; PATIFYENG THE DISTRIbUIION OF A PRELIMINARY OFFICIAL STATEMENT; Al1rHORIZINC THE EXECUTION AND DISTRIBUTION OF AN OFFICIAL. STATEMENT IN CONNECTION WITH TIIE MARKETING OF SUCH NOTES; Al1THOPIZr1,G OTHER APPROPRIATE AND NECESSARY ACTIONS IN CONNECTION WITH T11E DELIVERY OF SUCH NOTES; APPOINTIN<, A PAYING At;Enr AND RFe;I;rPAR FOR SUCH NOTES; AND SPErIM NG AN EFFECTIVE DATE HEREOF. WHERFAS, the Rnird of C,j,lnty Comeissionar.s of Inei[an River (;ounty, Florida (thn '*hoard" atilt r.hr "Centnty". C&SPOCtivefy), by RssolutEon No, 86.36, duly adopted ort June 18, 1986, as amended and supplPa.ntF,d (the "riots, Resolution"), heretofore authorized the issuance of Water ana sewer Revenaie Bonds, Serie, 1986, An[ic[pat[on tiotel of this County in the m..ix1^,rn apKregnte principal amount of $9,'1.00,000 (the ";crEe:: L986 rimes"); and WHEREAS, rho County deem% it [n Its long -teres best interests that the Series 1986 Nodi; be sold at private sale by negotiation; and WHEREAS, it is necessary and appropriate to authorize and approve cor'tain tunas and provisions with respect to the Series 1986 Notes and the sale thereof; and WHEREAS, the County desires to appoint the "Paying Agent" to act as the paying agent and registrar for the Series 1986 Notes, to ratify the distribution of a Preliminary Official Statement therefor, and to authorize the execution and distribution of an Official Statement therefor; and • I I 1 WHEREAS, A. C. Edwards & Sons, Inc. and Raymond James & Associates, Inc., as co -managers (collectively, the "Purchasers"), have offered to purchase the Series 1986 Notes on the terms and c.onditlon. hrrelnafter described. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY CO '1I5 I0aERS OF INDIAN RIVER COUNTY, FLORIDA ZHAT: SECTION 1. The Snries 1986 Notes shalt he In the aggregate principal 1W amount of $9,200,000, shall b-1 dated AR nF D,cvm',rr L. 1987 (th« 'Dated Date"). Six .lnd Three -Fid, 6 3/8shall bear interest from the Dat.ed Date at ill• rate of _ percrrat ( _1) per annum, payable Initially on Junr 1, 1988, and semiann,caLly t.h,rre•rftrr on June I and December I of each year urlt.lt the prLntLpal amount t.hrrenf t: paid In full, and Rilnl.l mature and be due :anti peyabtr to full en Dp«:=,iahrr l . 1990. !;EC'rtON 2, 'file aeries 1986 Notes shalt he subject, fn redawption prior to maturlty, at: the opt.t,:,n of the County, as A ,whole, or In p:Art, W1 .tune 1, 1989, and un any date ther'enft.er, upon payment c,I loint of t.h„ princEp,ai nra_>unt thereof. together with accrued Int -@rest to the+ date f'Exed tr.,r redsmptlon. In the event of a pnrtial redemption of the Notes, the Nntes to be redeemed, and the portions of any Notts to he redeemed in part, shall he selected by lot by the Paying Agent, in increments of $5,000 princLpal :u:uunt, SECTION J, Florida Nat.torial Bulk, St, Petersburg, Florida, is hereby appointed Paying Agent for the Series 1986 Notes. SECTION 4. It is hereby found, ascertained, determiners and declared by the Board that a negotiated sale of the Series 1986 Notes is in the long-term best interests of the County. SECTION 5. The Series 1986 Notes are hereby awarded and sold to the Purchasers at a total price of $ 9,124,100.00 , plus accrued interest from the Dated Date.to the date of delivery thereof. The Note Purchase Agreement with 4 • of respect to the Series 1986 dotes, dated the date hereof, by and arr.ong the Purchasers and the County, in the f.orn attached hereto as Exhibit "A" (the "dote Purchase Agreement"), is hereby accepted and aFproved and the proper officers of the County are hereby authorized and dLrectx.d to execute, on behalf of the County, the acceptance thereof [n the spacp. provided therefor on Lite tote Purchase Agreement. SECTION 6. In cumpttance with Subsectton 218.134(.), Florida Statutes, as amended, there has been provided to the (,aunty, prior to the adoption of this Ratolution, a disclosure sr:at•m.^nt containing the Inforoatk n re=httred by subsectlon9 (a) through (,g) of saLd Subscctlon 218.383(4). A copy of said dioclorture srnr..,ment Ls attache l hereto ,; F:di,[hir. ECT 10' 7, The Pro. IImhltry OtfICIA l Statement wlrh respect to the Set I.t,, 1986 Notes, In the fors attached hereto as Exhibit "P." (the "Pre"liminary (£ficial. Strttement"), Is hereby approved and rarItled by the t;--tnry, .tnd the County hereby approves anal t.trMe• the uae by the Purchaser; of the Preliminary Official Statement in connection with the sale and public reoffering of the Series 1986 Notes. 'rhe official St.ttenent with respect to the Series 1986 Notes, in substantially the form of the Prelimt nary official Statement, with such omissions, insertions and varLitt: [on, its ray be necessary and/or desirable and are approved by the Chairman prior to the execution thereof (the "Official Statement"), is hereby approved by the County and the proper officers of the County Lire hereby authorized to execute said Official Statement, on behalf of the County, and to deliver the same to the Purchasers for use by them in connection with the sale and distribution of the Series 1986 Notes, and the necessity and/or desirability of any such omissions, insertions and variations as may be reflected 3 V ti m in such final Official Statement shall be presumed by such execution anti delivery. SECTION 8. The proper of.fl.,-ert: of the County are hereby authorized And directed to execute the Serle!, 19F6 Note-;, when prepared, by manual or facni,mile signature n, and to deliver thct .saam-- to the purchasers Copan payment in full, in imm,!diately avallabie funis, of th p,archase pria e therefor, without further. Authority from rtes Fnar:d, ;;EC'riov 9. Ttae proper offElcer. of the County acp here'r.,y a,cr,horlsed and (itroitmd to execute ,int d-liv�,r aan investment CeLtlfia:ate witkt tesp0CE LO the .`;arletw 1.786 Notes, to be effear-tvs as of the Dated Date, tri order tin coetply with certain provdslnnr; of the lrir-orn-tl Revenue :ode of 086, ,as aMsded. The ChalrmAn of the lioaard .and the County a1 t.t.l,caiey too the County are each hereby desl.gn,o—t as agents of the Counry tri with pAecution •ad d4ltv—ry of salyd Inv—tmant Certificate, ant at- hvW)y authoti=ed and ewpowored, collectively or tnilvtd.oalty, to take ,all .xtar.h other and further ;ar.tloan ar%1 atrt=: AN may he n•Ce.s±iar_y or approprt.ar.a to rxccett • and deliver the same. 'The proper officers of the County are• .also hereby aut.hot-L:a,rt an,t eltrected to execute .and deliver any nud all other lnstraamants, ate„!ua; a+aor.•; c=r cnatr,aear:r_s ani to take any ant all other act'lonw on behalf of the Cottlaty a•c care ll cet.s.ary or desirable in connection with the execution, issuance :and delivery tit the Series 1986 Notes and are not inconsistent with the terms and provisions of this Resolution, the Note Resolution and tiny other actions relating to the Series 1986 Notes heretofore taken by the County. SECTION 10. This Resolution shall take effect immediately upon its adoption. 4 The foregoing Resolution was offered by Cor.7,lssioner who moved its adoption. The motion was seconded by Com;-Assioner Fiowmlrl and, upon beim put to a vote, the vote was as follows: Chairman Dori C. Scurlock, Jr. Aye Vice Chairman Margaret. G. Bowman Aye Commissioner Richard N. Bird ye Cotranissiorier Carolyn K. Eggert Av'C ---___- Cor,mtsatongr Cary C. GCneeler Ave The. Chairman thereupon declared th.i R�!solutian duty passed and Adopted: this lith day of _ tJtcc[ #a� r __.• _. - 1987. &TARE: OF C:OTjNT'r €.'nniESSE?`ERS OF ENGEAN REVF.R. COUNTY. FLORIDA AT T F,,;,r Freda Wright �i�09�y. Ex -Officio Cler APPROVED AS TO FORM AND LEGAL SUFFICIENCY: (sr, let unac: County Attorney 5 t;�:cicl41-1 r.. N:ha i r'«,a et 4D38766 6 , INDIAN RIVER COUWrY. FLORIDA Plater and Sewer Revenue Bonds, Series 1986. Anticipation Noten NcyrF PURi,'ILArF: AGRF.F.7S,7-?iT Oncfv—'Iher 0, 19-87 Iso&rd of County CommianLorin t -s Indian River County, E'loricla 1840 25t:h Street Vezo Hench PloridA 32969 f,ariles and Gentleman! R.C. 8dwards 6 Sone. Inc.. aril Rayr,knj .Ia,me Ansoc:tAt.As. Inc. (the "Undervrlt:.!rs") h+±reby orfer ro enter lnto thin Notp Purchase Aelrwement with you. En-11art kly,it• c,.0anty, Florida (the "County"), for the purchase by the rhvIerwriter and ^rale by thea County, Of all ( but not l,e an th.+n all) of th,0 6 7, Hater atilt :;ewer Revenue Bonds, Series 1986. anticipation No ee (the "Notes"), which Notes shall be as described in Resolution 86-36, Adopt'"d by the County nn Ju o 18. 1986. as amended and aupplomente,l by RonoLtttion 87- l adopted by the County on 0"cember 8. 1987 (er)llesCtively, the 'Note Resolution"). and the Official Statement, delivered In respect of the Notes, dated the date of this Note Purchase Agreement (the "Official Statement"). Upon acceptance by the County not later than 5:00 p.m.. New York time, on the elate hereof, this Note Purchase Agreement shall he in full force and effect. anti shall bind the County and the Underwriters In accordanC" with its terms. Tho Noten Are being Insued in an Aggregate principal amount of $9,200.000 in antiCip.jtion of the receipt by the County Of the proceeds from the sale of its $9,200,000 Plater and Sewer Revenue Bonds, Series 1986 (the "Bonds" or "Series 1986 Bonds") to be issued pursuant to Resolution 86-35 adopted by the County on June 18, 1986, as amended and supplemented (the "Bond Resolution") and as an additional series of bonds authorized pursuant to Resolution 82-61. adopted by the County on July 7, 1982, as amended and supplemented (the "Original Resolution"). The Note Resolution, the Original Resolution and the Bond Resolution are collectively referred to herein as the "Resolutions." The Notes are limited obligations of the County. with principal payable solely from and secured solely by a prior lien upon and pledge of the proceeds derived from the sale of the Series 1986 Bonds or the sale of other bond anticipation notes ExNij3i l,At, issued to extend and renew the indebtedness evidenced by the Notes. Interest on the Notes In a limited obligation of the County payable solely from a portion of the proceeds of the sale of the Notes deposited with Florida National Bank, St. Paternhurg, Florida, as payin=I agent for tine Notes (the "Paying Ag9nt") in the Notes Payment Account e:;talslished under the Lsond Renollit. ton. 1. Purchase L Sale and Good Faith Deposit. (a) Upon ttse terms and ion condits and upon the basics of the representations and warranties contained herein, the Underwriters hereby Agree to purchase fears the County. and thn County hereby agrees to sell to the Underwrit.„r , the Nnten for the purchase price rstt forkh in Schedule I to thirt Piste Purchase Agreement, Plus ar:r:rlrnri interest from Ie-vrsiser 1, Igo-) to the date of Ctonitsq (•+n rleflned here.ln), (b) The Notes are descrihf!d in thn Offir.ial :;tat�nent, and rrtr!Ll I be issued acid secured under aril pursuant to, (1) the U.'onntAttst.inn and laws of thq State of Florida (tire tncludlnq Sar.tion 7.15.431, `'lot -1,14 Statutes, and other applicable provisions of lacy (t-hn "A,_r:•"), on -1 (11) the Note Resolution, in Alit Iclp>ition of. thn L---nipt by the County of the proceeds from the sal" nC its erlr.s 1906 Bonds expected to be purchased by the United `,;t:atea Department of Agriculture, Barmere Norse Adminintrht.lon (the "Facile") pursuant to conditional cotmaitmprst lett"'++ dated July 2. 1985 and November 4, 1485, respectively, as supplemented by a letter of instructions dater! April 20, 1987. (c) The Note3 are being issued to (1) finance, on an Interim basis, a portion of the cost of certain additions, extennions and improvements (tho "Pro)ect") to the County's water arid sewer eyotem (thn "System,,). (it) pay interest on the dotes to maturity, arid MI) pay cnrtain costs incurred in connection with issuance of thn Notes. Rinds necessary to complete construction of the Project will be provided by the County from other sources. For the purpose of subrsection (c)(Sii) above, costs of issuance of the Notes include the costs of preparing and reproducing the Notes, the Note Resolution and any other related legislative actions of the County and the Official Statement; the fees and disbursements of bond counsel; financial advisor fees; and fees of any accountants, engineers and other connultanto, advisers or agents retained by the County. (d) If the County shall be unable to satisfy any of the conditions to the obligations of the Underwriters contained in this Note Purchase Agreement and such condition is not waived by the Underwriters, or if the obligation's of the Underwriters to purchase and accept delivery of the Notes shall be terminated or of cancelled for any reason permitted by this dote purchase Agreement, this Note Purchase A€ireement shall terminate and the nor the rottnty thail be under further neither th obligation hereunder, ,except that any oblignttons hereof, and Any respertivQ c,hligatlonz to RAY +�xp.+nunder Section tinder , as +±£feet, pcovicled in `action 9 itetecf,hall con tln.�e in full farce and (A) The Cot#nty h�rrbya.cknow}A�I.ies :tn sec,triLy for the f.aiP-fifth perfnr.mance lty thn tlnderwrit- r'- of , ec obligations hereunder, `ncelpt of the cort,if.iel check from �jLh, Edwards t, .Bonn. Inc„ on beha(r of the +Underwriters. romPAYAle to war in thr, amount Of 5')2,000. beim }n an amount to to Lthe% County such rtt°* l,ttncipAl alaOUttt of r. t,^ dotes. The Cttott► -01411 of thA 6Ur_h clte'It IIIV.-:tnh„,:1 tint}} dlsp..:tsed of as fol lows: y hold (}) •�t fife CIo-ging. ,such r -heck will be rteli:ere+! to the llnderwr}term. (11) In the event the County shaft sail t.ha tlnteq At the date fixed for to dellvnt the Closlrt7, or 4f the County shall he unable aor pr-lot.to the data fix.,l Cctr fife Closing to satinfy ::he c©ndit.ions to the obligatlon9 of t)tR Underwriters be torminained herein, or if tho obliKfations of th„ Underwritere t.hall be termlrtated for any r+saaon Peraitted hwrrby, tench check shall be delivered forthwith to the Underwriters; or for r(ill) if the Underwriters shall fall (other than eason:, pt�rmitted hereby) to acct!pt and pay for the dotes upon tender thereor by the County as provided herein, such check shall forthw}t:h be delivered to the County as and for fall liquidated dthe Cot' such failure and for any and all (J" faultts on the part taf i th«t Uruier.rri ts,t':t, and delivery of tench check t+hall constitute satisfaction of t,rtd Miall result in full release and ditar.harge of all claims and damages for such failure and for any and all such defaults, other than such as may arise under Section © hereof. 1. Official Statement. The County shall doliver, or canes to be delivered, to the Underwriters at the Closing (as hereinafter defined) or within a reasonable time after its acceptance hereof, five copies of the Official Statement with only such changes therein as shall have been accepted by the Underwritera, executed on behalf of the County by the Chairman of the Board of County Commissioners and the County Administrator. The County shall authorize the preparation and use by the Underwriters and the form and content of the Preliminary Official Statement dated December 3, 1987 (the "Preliminary Official Statement") relating to the Notes, and will ratify its prior use in connection with the sale of the Notes. and will approve the form and content and authorize the execution and delivery of the final Official Statement, The County agrees to cooperate :with the Unnderwritnrs and its counsel in taking all necessary action to qualify the llotes for offer and sale under the securities or Blue Sky laws of such staters and territories of the Unit'�!rj States of America as the Underwriters may reasonably request; provided, however, that; the County shall not be recp;ired to have the NoLea reyitstered for a<+ln in any state in which Lhe Cnunty would be r.equirecl to agr444- to service of process in such state. 3. Rppresentaticpe, flar�i�s end _Agreeae,r�ts. The County repr"sents, warrants and agrees with the Underwriters that: (a) The Corinty in a p•olitiral nubdivinion of an't duly connt'it:uted und•-r this law,; of the State of Florida, and han, and at the date of c.lri-slnl will hate. full legal right, power at;d nlrthority (i) to anter into thin tlote Purchase Agreement, (ii) to Adopt the! Resoltrr_lone, (iii) to issue an-1 execute the Natan pursuant to the A,•:t end the County's charter, and to sell arta deliver the Notr.r; to the Underwriters an provided herein, (iv) to operate the >ynt,!n. .and (v) to carry jut end Consusinate all of the transsactionn contemplated by thin Nate Purchase Agreement, the Notes, thei Official Statement. +sn-f the Resolutions. (b) By official action of tht County prior to or cnncsrr-rent.ly with cite rxecuttnn heresx>f. the County has duly (i) adopt.nd the Rejnolutlons. (ii) ratified and approved the Preliminary Official Statement, (iii) approved the Official Statement, and the execution of the Official Statement by the Chairman of the Board of County Comminsionern and the County Administrator of. the County. (iv) authorized all neceninary action to he taken by it: for the Resolutions and this Note Purchase Agreement and .in connection with the issuance. sale, execution and delivery of, and the performance by the County of its obligations Under, the Notes upon the terms set forth herein and In the Official Statement and the Resolutions, and (v) authorized the execution, delivery, receipt and due performance of this Note Purchase Agreement, the Notes, the Resolutions and any and all such other agreements and documents as may be required to be executed, delivered and received by the County in order to carry out, give effect to and consummate the transactions contemplated hereby and by the Official Statement. (c) When delivered to and paid for by the Underwriters at the Closing, the Notes will conform to the Act and the Note Resolution, and will have been duly authorized, executed, authenticated, issued and delivered and, at the Closing, the Notes, this Note Purchase Agreement (except for Section 8 hereof, with rspect to which no representation is made) and tl e Resolutions will constitute legal, valid and binding obligations of the County, enforceable in accordance with their respective 4 term9, ryxcept as enforceability may be limited by equitable ptincipInn and by bankruptcy, insolvency. moratorium, reorganization or other similar laws affecting creditors" rights generally, And the Resolutions will be in full force and effect. (d) Upon execution, issuance ani delivery of the Note9, the Vote,; will he payable from aria necssrnd by a prior lien upon And pl.edgp'of the proceeds derived fro the sale of the Series 1986 Bonds or the male of other br)nd anticipation notes ieeued to txtend or renes+ tilt* indebtedness nvidf*aced by the Notes an provided in the Note Resolution and a portion of the proceeds of the: tlotnn doposoited to the Note Payment Account (coil^�tively, the "Security"). (e) The adoption. execution an:J dollvery, as applicable, of this !tote Purchase Agreement, the Official 5t:atement, the R*solutions and the Noten, an-1 compliance with the provi.rsions thereof, under the circumstancen contemplated hereby and thereby, will not (1) iolatet the Ca)nstitution. the Act or Any other laws of the Stare of Florida, the County's Charter or any nxicting law, rules, rnrl+slatlon, ordwr, writ, judgment, in],inctinn, decree or detnrmin•-itlon of any e:ourt. regulatory afloncy or other governmental unlk by which the County is bound or (L1) conflict wlt.h. result. In a breaq:h of or constitute a default under any e+xistiny rneolution, trust indenture or trust agreement, mortgage, loan or credit agreement or any other existing, agreement or instrument to which the County is A I>art.y or by which the County may be bound or the provisions of ::he Act. (f) All approvals. consents and orders of any (Iovernmental authority, legislative body, board, agency or commirs9lon having Jurivdir.tion which would constitute a condition precedent to, or the absence of which would materially adversely affect, the dtin performance by the County of its obligations hereunder incl undtM' the Noten and the Rnnolutions have been obtained, or will be obtained, prior to the Closing. (g) The County is not in breach of or default under any applicable constitutional provisions, law or administrative regulations of the State of Florida or the United States, Any of the Resolutions or the Charter of the County or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the County is a party or to which it or the Project is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event- of default under any such instrument. (h) If the Official Statement is amended or sup- plemented pursuant to subsection 4(3) of this Note Purchase Agreement, at the time of each such amendment or supplement thereto and at all times subssegrrent thereto up to and including the date of the Closing (unless the Official Statement is further amended or Supplemented pursuant to such subsection), the Official Statement as so suppiemarsted or amended (including the financial st:atemnntr( and other financial and statistical data included or incorporated by rafcrence therein) will not contain any untrue statement of A rater:iAL fact or onit to stare a material fact necessary to riki the statements therein, in the light of the cirrumstances cinder •rhich they were mane, not misleading. ( i ) No a.rir, action, hearing. inTriri. proceeding or invns0:11jAtl0r,, At. law or irr equity, is pending �,r to the knowledge of the County, threatened Against or ,affpr.ting the ('os_rnty, the Project )z- the Security. haforP any .:ntirt or Lr,vprnmpntal. department, COewission. hosird. bureAil. agency or 1,rrrrtr11r0!nta11ty (i) which in any w.ay 1nv,,lves or would materially Affect: ;any of the transections c'ontemplAted hereby rtr by the Official Statement or the Resolsationr or (ii) which. if determiriod adver.sply. could have a material adverse effect on (1) the Ability of the County to perform its obligations unrier, Or the validity or enforceability of. this Note Furchame Agreement or- tarn Resolutions or the Notes. (2) the organization. Axist.en,,o or pn ars of the County or the title of any of its officers ur members. (3) the Project. (4) the ability of the ('ounty to issue the Notes or the Series 19136 Bonds. or (5) the exemption from Feflpr'AL income taxation F)f the interest on the Notes. (j) Tire estAtement.n ArlTj information contained in the Official Statement are and will be true, correct. and complete in all material respnct:s and the Official Statement rlopn not and will riot cont-tin any untrue statempnt of A material fact or omit to state any material fact which is necennAry to maks the statements .ru,l information thereln, in the light of the circumstances under which they were made, riot misleading. (k) As of the date thereof, the statements and information ill the Preliminary Official Statement are true, correct and complete, and the Preliminary Official Statement dict not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements and information therein, in light of the circumstances tinder which they were made, not misleading. (1) The Notes conform to the descriptions contained in the Official Statement under the captions "INTRODUCTION", "PLAN OF FINANCE", "DESCRIPTION OF THE NOTES" and "RISK FACTORS"; and the Resolutions conform to the descriptions thereof- contained in the Official Statement under the captions "INTRODUCTION", "PLAN OF FINANCE", "SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTIONS" and "NON -ARBITRAGE BONDS." (m) The County has never defaulted on the payment of principal of, or interest on. Any of its indebtedness. (n) Any certificate signed by any official of the County and delivered to tha Und#i rwriter.r, shall he deemed to be a representation and warranty by the County to the underwriters as to the statements made therein. County" s_ CC) Venant.s_ The County wits: (a) r:ooperate in eViAL!fylnj the Notes for offer anri nale unrler the BLTie rky or other securities laws :nf such )urisdi.r;t.tonn of the trniteri States Of MOrir:A As are deslgnaterl by the Underwrlter.n; (h) Refrain from taking any action, or from permitting any Action with regard to which the County may exercise control, to he taken that results In the loss of the tax exempt status of the interest on the Notem; .and (c) If on or before the Closing an event orcurn affor,tniny the Coistit.y, t:hw Resolution*, the Notes, the Prn)e-r.t. or the Security of which the Cnunty ham knnwledge anal which would Cause the Official Statement to c:ontain an untrue statement of a material fact or omit to state a material fact necessary to make the ntatements thereiri, in light of the circumstances under which they were made, riot mi:sleadinq, the County will notify the Underwriters tinct if, in the opinion of the County or the Underwriters, such event requires an amendment or supplement to the Official. Statement, the County will amend or supplement the Official Statement in a form and in a manner approved by the County and the Unde rwr i to r!i . S. Clo_slnq. At 10:00 a.m., tiew York time, on December 17, 1987, or at such other time or on such earlier date As the County and the Underwriters shall mutually agree upon (the "Closing"), the County shall (a) deliver, or cause to be delivered, to the Underwriters at the offices of A.C. Edwards & Sons, Inc., 77 Water Street, 10th Floor, New York, New York 10005, Attention: Robert Bissett, the Notes in definitive form, duly executed by the County and authenticated by the Paying Agent; and (b) deliver, or cause to be delivered, to the Underwriters at the place of Closing in Orlando, Florida or at such other place as the County and the Underwriters may mutually agree upon, the documents mentioned in subsection 6(c) of this Note Purchase Agreement. Concurrently with the delivery of the Notes and the documents mentioned in such subsection at the Closing, the Underwriters will accept such delivery and will pay the purchase price of. the Notes as provided for in Section 1 of thin Note Purchase Agreement. The purchase price shall be paid by the Underwriters by wire transfer of immediately available funds to the Account. designated by the County and the Paying Agent. The Notes will be delivered to the Underwriter9 in reclin tered form in the denomination of $$5.001) each, unless otherwise r., -quested by the Underwriters at least two business days before Cloninq. to the event that temporary Notes are delivered, the County will deliver printed and executed definitive Notes no lea; than two woeks !subsequent to Closing. The Notes will b-+ available to the Undprwriterss for inspection Ansi pArkag.1riq at IeAnt 24 hnurn tn, tFnro Closing. F). qgpdts.tons- The Untpraett.pr•s anter into this Nota PurchAne Agreement in reliance up,rn the County'a representations, warranties and agreements herein An -i in the Resolutions and the pprf.ormanrer by the County of Its-)btigatIona hereunder and therpunder., all an of the dat« hrrrof and as of the Closing. Th'i Underwritpr.n' obiigatinnn .enter this tiote Purcha."o Arlreement ar'* and shalt by :1ubject to the following condittonrs: (A) The representations and warranties of the County contained herein shalt be true, complete and correct on the date hereof And on and as of the data of the Ct#):ning. an If made on the date of the Closinq. (b) At the Cloning, the Resolutions Miall be duly executed anti delivered And .shall be in full force and effect and :such inestrtsmentn And the Official Statement shall not have been Amended, modified or supplempntpd, except as may have been Agreed to in writing by the Underwrit:el-n, and the County shall have duly adopted and there shall by in full force and effect such resolutions rind ordinances an. in the opinion of Rhoads & Sinon (the "Bond Counsel"), shall be necessary in connection with the transactions contemplated hereby, by the Official Statement and by the Resolutions. (c) At the Closing, the Underwriters shall receive the following: (1) The Official Statement, and each supplement or amendment, if any, thereto, executed on behalf of the County by the Chairman of the Board of County Commissioners and the County Administrator-. (2) The Resolutions certified by the Chairman of the Board of County Commissioners or the Secretary of the County tinder its seal as having been duly adopted by the County and as • •i being in effect, with such supplements or amendments as may have been agreed to by the Underwriters; (3)(a) The approving opinion of Bond Counsel, dated the data of Closing, in substantially the fort's set forth in Appendix; 8 to the Official Statement; (b) the supplemental opinion of. Bond Counsel, dated the data of Closing in ni.sbrstantiaiLy the form set forth in Exhibit A hereto; and (c) the opinion of the County Attorney, dated the date of CLosinq. in substantially the form ser.. forth in Exhibit 8 hereto; (4) The npinion of 9allard. Spahr, Andrew:? h IngerrrolL, counsel t.o the Urilw%rwrLters, dated the data of Cloninel, in form and qub-it:an:R_' satiasfartory tel the Underwriter:;; (5) A <<dat*!d the date )f Closinq. signed by a duly authorized and esipowFrel official of the County and In Corm and subst.anv:e satisfactory tai the Underwriters. to the ef.fert that (a) the representations and agreements of the County hesrain Ar- t.rTte and correct in .ail material rd?RpPrt-,r, as of the t::Loesinq; (b) thn Lnformatinn rnntatned in th" 0ffir-ial statement as of its data and at adL times thereafr-or sip K,) Ani includinq the data of c:Losing is trise and correct. in alt t?aterial respects rend does not contain any iter;rue statement, nd n+atprial fAct or om:t any statement of material. tact nera!ssnry to make the ntatpmpntn thpre±In, in LtFiht of the >,-LrcUMstances under which they wprp marl", not mLsleadiriq In arty respeCt; (c) the County has complied with all the agreements and *satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing other than those specified hereunder which have been waived by the Underwriters; (d) since the respective dates ars of which information in given in the Official Statement, there has not been any material adverse chap;e in the condition, financial or otherwise, of the. PrnJect; and (e) there are no pending, or to such official's knowledge, threatened legal proceedings which will mat=erially adver=sely affect the transactions contemplated hereby or by the Official Statement_ or the Resolutions or the validity or enforceability of. the Notes. (6) Letters of Arthur Young & Associaten and Coopers & Lybrand, respectively, addressed to the County and the Underwriters, dated on or about the date of the Closing, consenting to the reference to such firm in the Official Statement; (7) Evidence that Moody's Investors Service has rated the Notes MIG 1; (8) An Investment Certificate and an Arbitrage Certificate, executed by the County by an authorized officer; (9) Three counterpart originals of a transcript of all proceedings relating to the authorization a;id issuance of the Notes; and (10) Stich addltlonal opinlon:s, certificates, proceedings, instrs_imnnts and documents, as the tlnderwritern, counsel to the Underwriters or Boni Counsel may reasonably request te-) evidence r:omplianc:e by the County with legal requirements relating to the rating requirements of Moody's Investors Service. ':he truth anri accuracy, as of the Closing, of all representations �ontalned herein and the due performance or sat.infaction by the Bounty at or prior to the Cloning of all agreements than to be perfnrreri an -i All .nnnditians then to be esatinfied An contempl.at-cd und,!r this N-01- ?tirchase Agreement: and the Official. Statement.. If the County shall be unable to aatl fy the conditiQns of ttin Unflnrwrltnrs' obligations herein or if the Underwriters' oblirlations .shalt be teriainated fnr" any reAlnn permitted hereby, thins Note Piirchase Agreement shall terminate anri neither the County nor the underwriters shall have ,iny fsirther obligations horpunder, except that the representation* and warranties of th- County :ont.Alnpd in thls Note Purchase Agreement (as of the date- made) will r;nntlnue in full force and effect. 7. fte $ E'ermijtinl tPnierwatt.±rs to Terrinate. The 11ndprwriter•s shall have the rirtht tcs canr:el their oblirlat.lon hereunder to purchase motes by notifying the County in writing or by telegrAm of their election to do so between the date hereof and the Closing, if at any time hereafter and on or prior to the date of Clnsinrl: (a) any of the documents, instruments, certificates or opinions to be delivered to the Underwriter=s as !specified in Section 6 in not delivered at the Closlnq; (b) legi-ilation shall have been enacted by the Congress of the United States of America or shall have been introduced and favorably reported to either Nouse of Congress by any committee of either such Neuse to which such legislation had been referred for consideration, or a decision :shall have been rendered by a court of the United States of America or the Tax Court of the United States of America, or an order, ruling or regulation shall have been issued or proposed by or on behalf of the Treasury Department of. the United States of America or the Internal Revenue Service or a release or official statement made by the President of the United States of America or by the Treasury Department of the United States of America or the Internal Revenue Service, with respect to the exclusion from gross income for federal income tax purposes of interest on the 10 • 64 Notes, which in the Underwriters" judgment, materially adversely affects the market for the totes; or (c) tegi;sLation shaLL have been enacted by the Congress of the United States of America to become effective on or prior to the Closing, or A decision of a Court of the United States of America shall be rendered, or a stop order, ruling, recis.stati.on or proposed rpqulation by or on behalf, of the Securities And Exchange Commission or other having jisrisd.iction over the subject mAttet hareof al}all be isnued or made, to the effect that the issuance, .3ale And delivery of the Notes, or any other obligations of any slmilar public body of the general chArar:ter of the County. is in viakatlon of the Securities Art-. of 1933, as amended. or the Adoption of the RP.^olution is in violation of the Trust Indenture Act of 1919. as amended, or with the purpose or effect of otherwise prohibiting the isnuanc.e, sale or eloltvn+ry of the Notes as contemplAte:-i hereby or by the O_f.fLr,ial Statement )r of obligations of the general chArActer of the Notes; or (d) any LerllsLation. ordinan,:e, rule or regulation shall. be Introduced In. or be enacted by any governmental body, department or agency of the State of Florida, or a derision by any r.ourt of competent jurisdiction within the State of Florida shall be renrl-red Afferting the County with respect to the Project whi(:ls, in the reasonable opinion )f the Underwriters, would AdverrieLy affer:t. the market price of the Notes; air (e) there shall have occurred ,any outbreak of war or hostilities or other national or international emergency, cal.Amity or crisis, the effect of such outbreak, emergency, calamity or c-rLetis on the financial markets or the United States of. America being $such as, in the Underwriters' judgment. would make it, impracticable for the Unde.rwrtters to deliver the Notes or materially affects the market, for the Notes; or (f) there shall be in force A general suspension of trading on The New York Stork Exchange, [tic. or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on The New York Stock Exchange, Inc., whether by virtue of a determination by that Commission or any other governmental authority having jurisdiction; or (g) a general banking moratorium shall have been declared by federal, Florida or New York authorities having jurisdiction and be in force; or (h) any fact shall exist or an event shall have occurred which, in the opinion of the Underwriters, requires an amendment or supplement to the Official Statement and which, in 11 the judgment of. the Underwriters, adversely affects the marketability of the Notes or the market price thereof, or makes the Official Statement contain an rintrue statement of a material fact or omit to state a material fact necessary to make the statement=s therein, in light_ of the cir=cumstances ander which they were made, riot misleadin-1: <)r (i) any rating of the tfote:a shall have been downgraded or wit=hdrawn by Moody's Investors Servtcp Anel qurh action, in the opinion of the Un+lerwrltern. materially a lvec rely affect=s the market price of the Plate 9. Indemnt,ELc:atton,_Cont..rLhul'ion. (a) Th" County Agrees to the extent permitted by t.asr. to Inde;-reify and hold harmless+ the Underwriters. any memb#!r, of€icer, oEEie:iat or employee of either Underwriter• and eac h pers-on. if any. who conte,)I,€s either Underwriter within the meaning <-,f Se•:Rlon IS of the Securities Act of 19.3.3, as amended. against any and all lonssps;, ctalma, damages, ltabil Lties or exp*nses what=soever cnuned hj any untrue statement or alleged untrue Rtatement of a matprtal, fact contained in the Official Statement: or caused by Any omins;ion or alleged omission from the Official .'statement required to be stated therein or- n-rossary in order to mak* the .ttntemnnt,n made therein. to r.he L1,1ht. +sf the c=ircumstances under which they were made, rint misln,mritrtit: provided, however, that the County wi i 1. riot he l iAbLe in any acre:h case to the extent that such loan, :Abri, damages. liability or expense arises out of or is bAned uport an untrue statement or alleged rintrue statement or omission or all..ged omission made in the Official Statement in reliance upon and in conrormity with written information supplied by the underwriter speciflcalLy for use therein. (b) The Underwriters hereby agree to Indemnify and hold harmless the County, And each officer an-t employee of the County, ngAinnt any loasnes, clAims, damactes, liabilities or expenses, joint: or several, to which the county or such officer or employee of the County may become subject, under Federal laws or rectulationn or otherwise, insofar As such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Official Statement or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Official Statement in reliance upon and in conformity with written information supplied by the Underwriter specifically for use therein, and the Underwriters will reimburse any legal or other expenses 12 • reasonably defending any such Loss, claim, damage, liability or expense. (c_) Any party hereto, after receipt of notice of the commencement of any action against such party in respect to which Indemnity may be sotraht, shall pro,-ptly notify the other parties hereto in wtiting of the rommenc•e:^ant thereof (but the omission to notify the other nnrties shaLL not relieve such parties from any liability which it: may have to any other, party indemnified by this Section who does notify 9rtc_h partipa of the commencement of an action agalnrtt such party). In case any action in respect of which tndPmni"_y is sought under .surh instrument shall by brought against, any party, the 1rH" unifying party shell be pnt:irled to partir.lpate in anA, ';n the extent: that it may wish. to annum" the defense thorenf with r.ounseL reasonably satlsfactory to the other parties, anA aft.ar tlot:ice from the indemnifying party to the other parties of the indemnifying party's election so to assume wu(,-.,h defense, the indemnifyinr3 party shalL not be liable to the other I)art.iea for any legal or other ertpen.saa inr:urred, subserjupnt to the aesumpt.ton of the defense thereof by the indemnif.yinr; party, by the other parties in connection with the def.nne ther"of, oth"r than the reasonable costs of investigation: peovld,"A. however. if any other party shall have available a clef"ns," iv)t available to the tndemnifying part.-/, rho other party nhAIL h-ive the right to retain separate counn"L for such dafpn sP ani th" fees ar i -:*,;,"nares of ouch r:ounsel =.hell he paid by the invi"mnifylncr party. The indemnifyin:.t party shall riot. tae Liable for any L<,.±snes, damages, Liabilities or expenses of any final and bindinrl ^Attiement of any pending or threatened litir1ation or any pending or threatened governmental agency investigation or proceeding if such settlement is effected without the prior written consent of the other parties. (d) If the indemnification provided for in this Section is unay.ail<able to or insufficient. to hold an indemnified party harmless under subsection A(a) or 8(b) of this Note Purchase Agreement, in respect of any losses, claims, damages or liabilities (or actions in respect. thereof) referred to in such subsections, then the indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate, tinder Florida law, to reflect the relative benefits received by the indemnifying party, on the one hand, and by the other parties, on the other, from the offering of the Notes, as well as the relative fault of the indemnifying party, on the one hand, and the other parties, on the other, in connection with the actions or failures to act that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. In connection with any such losses, claims, damages or liabilities (or actions in 13 C •• respect thereof), the relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fart or the omission or alleged omission to state a material fact relates to information supplied by the County, on the one hand, or nupplied by the Underwriters in writing fspeCifi.eAlly for 11.110 in the Official 5tatemer,t, on the other, and the parties' relati:�e intent, knowledge, access to information and opportunity to corre•t, or pr,vent such statemAnt or omission. The Count/ And the agraa ghat it would not be just, and equitable if 'ontributlon purnuant to this Sar.tion were determined by pro rata ALLor,'Ation or by any other method of Allor.ation t.hAt. rine.*£ riot take A�:cniint of the aquitabla considerAtionn referred to in the immediat..ety preeedinq paragraph. The Amount pairs oc� payable by An indemnified party An A result; of the loaves, cLaInn, damages or LLAbiilties (or actions in respect therenr) referred to in this .section ,hall be pempri to inr:ludA .any Legal or other expenaal reasonably Incurred by such indemnified party in r:nnnection with investigation or dpfpndinq Any much action or clAim. No person guilty of fraudulent misrepresentation shalt be entitled to contribution from Any per:jon who was not gut t t.y of such fraudulent misr.PpresentAtIon. 9, E.xpena*!.,R (a) ALL tpes, expenses and costs in onner,Clon with the aut_hori:atic5n, preparation. rating, issuance And Sale of the Notes to the Undo rwritore. including. without limitation, the fees and disbursements of Bond Counsel, the Country Attorney, the financial advisor, engineers, accountants and other Advisors, consultants or agents of the County, the Paying Agent and any other paying agent, documentary, ntamp or other transfer taxes in connection with the transfer of the Notes, and the axpPnses and costs Incident to the printing of the Notes, the Preliminary Official. Statement. and Official Statement, :;hall be paid by the County. (b) The Underwriters shall pay the coast of the preparation, printing or other reproduction of this Note Purchase Agreement and the Blue Sky and Legal Investment Memoranda and other expenses incurred by them in connection with the offering, sale and distribution of the Notes, including the fees of Ballard, Spahr, Andrews & Ingersoll, counsel to the Underwriters. 10. Notices. Any notice or other communication to be given to the County under this Note Purchase Agreement shall be given by delivering the same in writing at the address set forth above and any such notice or other communication to be given to the Underwriters shall be given by delivering the same in writing to: A.G. Edwards & Sons, Inc., Sun Bank Building, Pelican Bay, 801 Laurel Oak Drive, Suite 605, Naples, FL 33963, to the 14 attention of. Burt L. Sai.rnders, and Raymond James & Associates, Inc., 880 Carillon Parkway. P.O. Box 12749, St. Petersburg, FL 33733-2749, to the attention of Mr. Van Sayler. 11. R_el_iance_. hie Notes Purchase Agreement is made _ :solely for the benefit of the Count y all the Und!±r,+riters (.Lncluriing the sur- ces nor or assLgns of the underwriters) and no other person, partner~hip, a3sociation or corporation shall acquire or have :any right hereunder or by virtue hereof. All repre^entat.ion3 ani agr*�Pmenta by. the County herein shall remain operative- and in fuLL Eorce 4n,i gffo-":t re,:tarflless of any investigation made by or on behalf of any Underwriters and shall survive rhe ri®liveary , f an -i p.ay.."nt for the Note% er termination or cancelLation of t:hi.n tfote Furrhase Agreeu-:ent. 1.7.. Law. Ttie rim;hts and obllgatlon4 of the parties to thin Not" Purchase Agreement shall be governed by. construed and enforced in accordance with the lags of the state of Florida. 15 • 13. !%Mrovals. The approval of the Underwriters when required hereunder or the determination of their satisfaction as to any document referred to herein shall be in writing and shall be siUned by A.C. Edwards & Sons, Inc. and Raymond James & Assoclaten, Inc., and shall he deli«erect to the County. INDIAN RIVER COUNTY, E'L('RIUA By Chairman, Board el)t:y Commissioners �CCgriny Ac3ministr8to�r l (SEALI ATTEST: By sJr_Lu- County Clerk % 16 Very truly yours. A.G. €DWARDS INC. Authorize ffise RAYMOND .LAMES & ASSOCIATES, INC Aporlaed'Otficer of SCHEDULE I Principal Amount ��/ 7-0 s crop Lens: Discount Purcha<s-* Pt -ire 1'! EXHIBIT A Form of ;upplem-nntal Opinion of Bond Counsel Indian River County, Fl<,rldA 1840 25th Street Vero Beach, FL 32960 A. G. Edward" & Sons, Sun Bank Building, Pelican Bay H01 G,aiiral Oak Drive. ;'otlkr Naples, Flnrlda 33963 Raymond .Jama.r� S Assoc late . Inc:. 880 Carillon FarkwAy 11.0. Box 12749 St. Petersburg, Ff, 117,11 • 749 Ladies ani (,ent:iemen: W,„ have acted As Bond Counsel in connection with the authorization, issuance, and sale of the (dater and Sewer Revenue Bonds, Serien 1986. Anticipation Notes, dated as of December 1, 1387, in the maximum aggregate principal amount not to exceed $9,200,000 (the "Notes"). of Indian River County, Florida (the "County"), to A. G. Edwards & Sons, Inc. and Raymond .lames 6 Associates, Inc., as the Underwriters (the "Underwriters"), pursuant to the Note Purchase Agreement dated December 8, 1987 (the "Note Purchase Agreement") between the County and the Underwriters. Capitalized terms used, but not otherwise defined, herein shall have the respective meanings ascribed to them in the Note Purchase Agreement or the. Official Statement referred to herein. As Bond Counsel, we have examined, among other things: certified copies of certain proceedings of the County with respect to the Notes and the validation proceedings therefor in the Circuit Court of the Nineteenth Judicial Circuit of Florida, in and for Indian River County, and other proofs submitted to us which are relevant to the issuance and sale of the Notes; certified copies of the Resolutions; a copy of the Note Purchase Agreement; and usual and required closing affidavits, A-1 certificates and documents. We have participated, incident to our activities as Bond Counsel in the preparation of the official Statement pertaining to the Notes, dated , 1987. Fier;ed iipon the foregoing, we are of the opinion that: J 1. the Note! Purchase Agreement has herrn duly Authorized. eexecuted and delivered by, and, except for Section 8 thereof, with re*ppet to which no opinion is expressed, consritittest a LngaL. valld and bin -ling Agreement of the Cnttnty in ac,;or.dance with its terms, except as enforcement may be limited by equitable prLnclpl@ss, or by bankruptcy. intolvenr_y, reorrianizAt.ina, morntorLuri ,an%t :similar laws in effect from time to time affer:tlnrj the ^nf-,rcPmerit: of creditor. -C right:+ generally. 2. The statements c:ontALnod In the Official Statement iind,gr the captions "IMPRODUCTION". "PLAN OF FINANCE", "f)E::;C:RIPT[t)t1 t1F THE NOTES "SUMMARY Of CERTAIN PROVISIONS of THE RF:^C)f,tti[oft "NZN FFOLVAL TAX LEGISLATION". "TAX EXEMPTION and "tf�)tl-ARI3[TRAC.;E HONI).,", insofar as the statement" contained under rau1.h c:aptl(-)ns purport to ntrttrmartzp certatn provisions of the Resohit:ionn An,l the Notes, present. a fair and accurate summary of such provinkon^t. :1. Although ve have not undertaken to determine Independently the accuracy, completeness or falrnea" of the information r.ont-aino.d In the Official Statement (except to the extent expressly sot. forth lit clause 2 ,above), we have no reanon to believe that the Official Statement as of Itn date contained, or on the date hereof contains. any untrue staterent of a mAterial tactor or omitted or omits to state a material fact required to be. -stated therein or necessary to make the ntatcmentsi therein, in the lictht: of the circumstances under which they were made, not minLeAdLncl (except that we express no view an to financial and ritatisitical information Included therein). This letter Is furnished by us solely for your benefit in connection with the provisions of the Note Purchase Agreement and may not be relied upon by any other persons. Very truly yours, A-2 EXHIBIT B Form of Opinion of County Counsel 1987 rndian River County, r loridA 18,10 25th Str !"t Vero Beach, F'I, 32960 A. G. Edwards r. Sons, rnr:. Sun Hank Pullrlinq, Pelican Ffay 801 r,aurpl. Oak Drive. .Situ 607, IIApl.es, Florida 33963 Raymond .Jamin X. Associator. Ine. 890 Carill,>n Parkway P.O. Box 12749 St. Petersburq. FI, 337.33-•274:1 Ladles and Gentlemen: I have acted AS e-OW111e1 t,.�, Indian River County, Florida (the "County") in connectlon with the ,authorization, issuance and sale of the Water and Sewer Revenue Bonds, Series 1985, Anticipation Notes, dated as of December 1. 1987. in the maximum aggregate principle amount not to exceed .$9,200,000 (the "Notes"), of the County to A. G. Edwards S. Sons, Inc. and Raymond .James & Associates, Inc., as the Underwriters (the "Underwriters") pursuant to the !dote. Purchase Agreement dated December 8, 1987 (the "None Purchase A(Ireement") between the County and the Underwriters. Capitalized terms used, but not otherwise defined, herein shall have the respective meanings ascribed to them in the Note Purchase Agreement. As counsel to the County, I have examined, among other things, certified copies of certain proceedings of the County with respect to the Notes and the validation proceedings therefor in the Circuit Court of the Nineteenth Judicial Circuit of Florida, in and for Indian River County, and other proofs submitted to me which are relevant to the issuance and sale of the Notes; certified copies of the Resolutions; a copy of the Note Purchase Agreement; and usual and required closing affidavits, certificates and documents. I have also participated B-1 in the preparation of the official Statement pertaining to the Notes, dated —_._--, 1997. Based upon the forer;oing. I am of the opinion that: 1. The County is a political. subdivision of And duly conr,,t:ituted under the laws of the State of Florida, and has the full legal right, power and .vithority to enter into the Note Purchase Ac;reement, to adopt the P.esolutions. to fssare anti execute the Notes putmlant. to the Act and the County :, charter, and to sell. And deliver the Note;, to the tfnderJritArn ar, provided in the note Purcha¢sa Agreement, to operat-, the .System. and to carry out and ronstimnat.e alt the transactions contemplated by the Note Purchase A7reerrent, the tt,tes, the Official +taterspnt. and the Rtesolutioni. 2. Fly offiriAL ictinn of the County, the County has 11111Y adapted r_he Pero lrrtion:e, rAt l Pied and approved the l'rr.liminar.y official :,tAt..ement, approved the official Statement .art,l t.hp exer:tttlnn of the official Statement by the Chairman of the Board ,f county :ammissioners and the County Administrator of the County, authnrtzed All necessary action to be taken by the County for the Resotut_lons and the Note Purchafrp A,;reem"nt and in connection with the issuance. sale, execution and delivery of, and the performance by the County of its obligations under, the Notes upon the terms set forth in the Note Purchase Agreement, the Officlal. Statement and the Resolutions. and authorized the expc.ut:ion, cI-1,Lvery, rocpipt and duo performance of the Note Purc:hA:se Aqr- rem, nW- the notes, the Resolutions and all such other agreements ,arid documents as may be required to be executed, delivered and recpived by the County in order to carry out, give effect to and con -summate transactions contemplated by the Note Purchase Agreement and by the Official .statement. J. When delivered to and paid for by the Underwriters, the Notes will have been duly authorized. executed, authenticated, issued anei delivered and will constitute legal, valid and binding obligations of the County, conforming to the Act and the Note Resolution, enforceable in accordance with their terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium and similar laws in effect from time to time affecting the enforcement of creditors" rights generally. 4. Upon execution, issuance and delivery of the Notes, the Notes will be payable solely from and secured solely by a prior lien upon and pledge of the Security. 5. The adoption, execution and delivery, as applicable, of the Note Purchase Agreement, the Official Statement, the Resolutions and the Notes, and compliance with the B-2 provisions thereof (except with respect to Section 8 of the Note Purchase Agreement, as to which no opinion is expressed), under the circumstances contemplated thereby, will not violate the Constitution, the Act or any other laws of the State of Florida, the County's charter or any existing law, rule, regulation, order, writ, judgement:, injunction, deerne or determination of any court, rop.ilatory ageney or other Fla':ernnQntal unit by which the County bound or conflict with. result in a breach of or constitute a default Fancier any existing re=.3olution, trust indenture or tru>t: agreement, m-)rtgage loan or credit agreement or any other exir;tinrl alrAement. nr Instrunf!nt to which the County is A party or by which the Cnunty may be bound. 6. All approvals. -on Ants and orders of any governmental authority, 1e91:ilative body, board, agency or ":ommir;slori have jurisdiction in which would constitute a condition precAolent to, or the ,absence of which would MAterially adv"r.nely affer.t, the due performance by the County of its obII,1Atlnnr; unrier th" Not.+ Purchase Agreement and under the Notes and the Resolutlons have heen obtained. 7. 'rhe County In not In hrpArh of or default under any ApplicAble r.onst..ltutional provisions. law or administrative regtalati0n'3 of the State of Florida or the kNilta-i _;rates, any of the R-solut.lons R,r the chArter of the County or any applicable judgm-mnt or decr.pe or any loan agreement, ln1prittire, bond, note, resoiutlein, agreompnt or any instruments to, whia:h the County is a party or to which It or the Project is otherwise subject, and no event has occurreri and is continuing which with the passage of time or the giving of notice, or hoth, would constitute a default or event of default under any such instrument. 8. No suit, action, hearing, inquiry, proceeding or investigation, at law or in equity, is pending or, to our knowledge, threatened against or affecting the County, the Project., or the Security. before any court or governmental department, commission, board, bureau, agency or instrumentality (a) which ill any way involves or would materially affect any of the transactions contemplated by the Note Purchase Agreement, the official Statement or the Resolutions or (b) which, if determined adversely, could have a material adverse affect on (i) the ability of the County to perform its obligations under, or the validity or enforceability of, the Note Purchase Agreement, the Resolutions or the Notes, (ii) the organization, existence or powers of the County or the title of its officers or members, (iii) the Project, (iv) the ability of the County to issue the Notes or the Series 1986 Bonds, or (v) the exemption from Federal income taxation of the interest oil the Notes. 9. To the best of my knowledge and belief after due inquiry, the statements and information contained in the official B-3 Statement are true and correct and complete in all material respects and the official Statement does not contain any untrue statement of a material factor or omit to state .any material fact which is necessary to make the 7t_atements and information therein, :in Light of the circumstances ernrier which they :rare made, not misteAdi.nq. Thi::s Letter i;r furnished by ui solely for your benefit in (�:onnectinn with the provisions of the Piot" Purchase Agreement and may not be relied upon by ,any other persona. Very truly yours, B-4 ' PRELIMINARY uFFlclAl. `+'I',\'1'F:\1F.N`I i):\`fF.l) I)t:('F:\1fiFa{ :i. CIKi RATING: Moody's: _-- NEW ISSUE la" "RATING heretof ci o Y a /n the opinirtn n/Bond Counsel a.e9umin,q continuing romphaaee by the County with certain Crx r"a"te to cvmph' a ifh r exiciuns . of the Internal Reurnur (',odf of 19firi, a4 omrndeti, intfrfst an the Notes is tzrmpt farm prtsent federal income taxes urtdrrrzisting € A .9kitute,9, regulations and rtfFr9tvne. Cxcept as if forth usdtr °°TAX EXE MPrIOA'•• in this O/jrirwl Statement and the +i'atrs and the income them"" orf exempt from taxation under Plot bs the State of Florida except as to estntrra n4. bbaank9 and savings E n by Chapter 220, Florida .Statutes, on interest, rncomr, or profits on debt obligations owned by Corea r tio associarion9. I.Srr "TAX F NEwrI(hti •' herrrin fcrr forth" 41arxattinel) M $9,200,000 Indian River County, Florida --___% Water and SeN','i: r Revenue Bonds, Series 1986, Anti(ipitit)n Notes ' Due: December I. 1(011 [laced: I)ectmhrr I. 18 7 1Nticr: _ —1i, plu" ,scour l inters+t) ueNi h) I ndinn The Water and Sewpr Revenue Hands. Swt m 1886,• Anticipation Notes Ithe "Notes") ere heinit i+s (semi dp,,ap,jnatjanw of 66-000and any inteltral multjple• River ('aunty. florids Ithe "(�ounty"F in fully registered Jutta 1 and December t. f t)cit)B June 1. 18th. by check " thererrf, tnterent on the Not" w payable sttttir+�u�' A nt. made out and mailed to the re{(iAtered a or drift if F'loric)s National Hank. Jacksonville. Florida as Paying Age s ovrnrr. ern Omwn on the tthtiwtratbn books of the County a) the of the Buten fifteenth day wel_ applicable interest an l he payable upon prpwntation d ' pevnwiit eloetes and an otherwise described b ervrn. The Principal y sitrn'mlt'r thrrl-of at the principal corporate trust office of the Paying Altrat Tlw Not-. i,rc ra redemption at the option of the County prior to maturity as set (arch herr=in. It $ I'hr Natr «ttr f r«'inl( issued to Fj) finance, an an interim basis. a portion of the cast of certain addittam. t vtisl uri y. unrl imprrrvtmenty to the ('aunty"s water and fwwet wyeetem Ithe "°f'roieet").till pay interest on the Note+ (a rnnturit 5'. rum (jilt pay certain cants incurred in connection with iattuauue of the *iMe+e. s ate principal amount of t1%,10Q.QB(1 in anticipation of the receipt by I he The Notes are being iwsur�l in an aggregate Pei P1°i ('aunty of the proceedq from the' sale of its 69.20iD.0ou Water and Sewer Revenue Hands. Series 188fr Department 19ii(i Hnndv"1.'fhe ('aunty ever« nils expects that the %ertetr I96 Bonds will be sold to the United Pilate, 1)e•partmr nt 31) of Agriculture, F'artriv- Flam«• Administration Put ant to the lawn al trt�wn ed lthe� H Hand Hesallorida and Resolution loo }I. an or prior Igi duly adalrted by the, County an .1i.+ne' til. 18N6. as amended and Supp =' ter Uecemher 1, 19`•tCl. If the ('attnr.y (;ails to inwue the Sreri" 18N6 Bond, ar the 9erfea 181tR Hondo are not pmaturit , by F=armury I Inme= Administration. ,efficient funds maw not be available to pay the principal 'It the= Notes at maturity. m TIIEN rl'FaAHF:I.Ih1I'I'EF>ONLfr;AT10N80FINDIANHIYF:R('OUNTU.t'LORIDA.1'RIPSCFOFT F'1PR CEE�:S ►S i'Al'AItLF: StILF:I,S' FROM ANF) SF;t'URED SOI,FLY BY A I'ftltrR LEEN 11W)N r\Nl) Pi.F:D(:F; OF TNF: PROCEEDS g .Y UF:EAYA1) F'FttN1 TFIF: SAF.F: OF"TFIF: SF.Itlt:S 1986 "ONDSOR'THE SALE: t)F' (YTI{F:R Ftt>ND ANTIC IS NOT ES ►SSUE :I) 1, ROOM TH AND RENEW" THE INDEBTF:DNE98I.,.Vll)F:NCEf) BY THF: Ntr`I F:S. IN'1'F:RF:ST ON THF: NOTES IS PAYABLE SOI,F:I,Y FROM THE PROt'EEDS OF THE NtrlEa OF.110SIT6D IN THE NOTES PAY MF:N'T ACCOUNT ESTABLISHED UNDER THE BONI) RE%OLUTION. SEE "RISK FAC"TORS" HEREIN. a NEITHER THE COUNTY, THE 5"TATF: OF FLORIDA NOR ANY POLITICAL till{)DIVISION 'THEREOF HAS PLEDGED ITS FAITH Olt CREDIT Olt TAXING POWER TO THE PAYMENT OF THE NOTES. NO HOLDER OF THE NOTES SHALL EVER HAVE THE RIGHT TO COM PEI, THE EXERCISE OF ANY AD VAI )REM TAXING POWER OF _ F r THE COUNTY Olt TAXATION IN ANY FORM OF ANY RF:AI. PROPERTY THEREIN TO PAY THE NOT ES Oil THE FDTO PAYMENTOF THE N(YI'ES FROM ANY FUNDSOF THE COUNTY INTEREST DUF.THEREON NOR BE FNTITL EXCEPT AS DESCRIBED HEREIN. 'Zi o The Notes are o/(ered when as and i(issued and received by the Underwriters, subject to the approval of legality by Rhoads N & Sinon, Boca Raton, Florida, Bond Counsel to thel be passed upon Certain legal mQ�tersA� County, and certain other conditions ews & Ingersoll • for the County by Charles A Vitunac, Esquire, County Attorney, and for the Underwriters by Ballard SP m Washington D.C., Course/ to the Underwriters. Itis expected that the Notes will be available for delivery in New York, New York, E z E: on or about December 17, 1997 A.GFAVan1Sr S0nSIW Raymond James & Associates, Inc. 1987 December Ext 1' p INDIAN RIVER COUNTY, FLORIDA Board of County Comm"One" t)t>n (:. Scurlock. Jr.. Chairman Marwaret C. Boorman. VicrC'hairman Richard N. Bind Carolyn K. Eggert Gary C. Wheeler ('Ink of Court It Ex Officio ('leik to the Board of County (:omint ione" Freda Wright Canaty ,administrator Chart" P. Bakzun County Attorney Chari-. 1'. vitunar Dir"tot of V61110" 'liar-vww G. Pinto Director of Management and Budget Joseph A. Baird Band Counoel Rhoads & Sinon Boca Raton. Florida Financial Advisor M. G. Lewis & Co., Inc. Winter Park, Florida Consulting Engineers Masteller & Moler Associates, Inc. Sebastian, Florida Certified Public Accountant Coopers & Lybrand Orlando, Florida • of No dealer, sales representative oc any other petaon has been auth"Ued by the County -the Underwriters to give any information or to make any representation, other than those contained in this Official Statement. and. i ff given official Statement dmade, such uoth nit con tition or representations must not be relied upon a,4having been authorised by the foregoi g- () an offer to sell or the solicitation of an offer to buy and there shall be no sale if the Notes by any perste on in any jurisdiction in which it is unlawful for such parson to make such offer, soddlation or sale - The information set forth herein has been obtained from the County and other sources that are believed to be reliable, but is not guaranteed a9 to accurary or�p�e lanes+ by std is not to be construed "a to tutsUon by the Underwriters or. as to information from others sources. the Ceorrly. Tt.r informstioo and the expressions o opintan contained M ch° are subject to change withmet notice and oeitbar the delivery of this (official Statement nee any safe mace hereundershad. under any circumstances. create any implication that there bas been no rh sn ce in the sffairx of the County since the date hereof nr the earliest date as of which such information is THE UNDERWRITERS HAVE ADVISEE) THE COUNTY THAT IN (V. NNF:CTION WITH THE OFFERING OF THE NOTES, THE UNDERWRITERS MAY OVERALIAnOR EFFV(`TTRANSACTIoNS WHICH STABILIZE OR MAINTAIN THY MARKETPRICE OPEN MARKET SUCHOSTABILI7ATION IF C OMMENCV0, MAS AT t.VVELS ABOVE Y BE D1 FSCO IGHT NTI UEDfERWISE AT ANY TIMF'AIL IN THE TABLF OF CONTENTS Page INTRODUCTION 2 THE COUNTY 3 Description 3 Governm-nt F,op 4l111hon fl Irwrlustry 6 Employment x 'Fransprrt t at i.,o N Ilralth Csn N Education Cirnmuniratiw, w)d 9 9 THE SY5"F M 9 General Ill Svstpm Staff Ip Nater and Sew" Cu.tewr , In Rate Structure 111 tlutatanding IErbt ll C.-rtain Financial I)n01+ 1:1 11I,AN OF FINANCE Lt G.meval Dr*criptwn 11 F:stirnated `inurres anti 11— .,1 F'uwl ' 11 Additional Construction Rrq uirrnwnt-, it DESCRUMON OF THE PRr1. VVY I;, DESCRIPTION OF THF; NOTES IS Terms Security and tiourres ,I Payment I f; 17 Redemtion t'ruviwionw IitiM1IF; AI)MINISTRA'rioN 17 IM FARMERS RISK FA(7rOI(S SUMMARY of-' t'ttlri'ISf(lNSOPT'HE; RESOLUTIONS Iit Original fit -solution 24 Note R-olutinn 26 RATING 'l6 UNDERWRITING 2f. VALIDATION 27 LEGALITY NEW FEDERAL TAX LEGISLATION . 27 27 The Internal Revenue Code of 1986 ... L8 The Superfund Revenue Act of 1986.. 28 .................... ... In General......... 29 TAX EXEMPTION ..................... Federal Alternative Minimum Tax Calculations . .. ..... ............. 29 30 Foreign Corporation Branch Profits Tax .... ... Environmental Tax on Corporations .. . Interest Reporting Requirements .................... .................. 31 Taxable Social Security Benefits Calculations ...... . ................................................. Financial Institutions' Cost of Carrying Tax -Exempt Obligations ............................................ 32 Property and Casualty Insurance Company Income Taxes ................................................. . 32 NON—ARBI'T'RAGE BONDS............................................................................. ....... 33 LITIGATION......................................................................... 33.................................................. MISCELLANEOUS........................ ".......... AUTHORIZATION OF OFFICIAL STATEMENT........................................................... 33 APPENDIX A — DEFINITIONS........................................................................ OF OPINION OF BOND COUNSEL ................................................ . A-1 B-1 APPENDIX B — FORM • •• OFFICIAL STATF.MFNr 19.200,000 I N t A I t: i VF.R COMM, FLORIDA X Hater And Suer Revenue FHonde, Series 1986, Anticipation Notes I NrROf XK"r I (Nd The ptrrp0rae r,f t.hi- nffici,al Statement, which includes t:}rp cover paq, and appendi—S herott,, in to f,ur-ni th information in connection with the eafA tsy Indian p.iver r,nrtnty. Florida (the "r'ounty") of .59,200,000 aggrAaate principal amount of its Water and Sewer Revenue Bonds. Series 1986, Anticipation Notes (the "Notes"). The rinte-t are hero') ttys•.tsel pursttant to the atithority of the t'.crnstitrjt.ic,rn ,'tnct laws of the State #,f Florida. in^:1ct11inr1 ;.c.rt.lnn 21".411 , F lc,tida Statutes. and nt.her applicable iir„vtsic,nr; .,f law (the 'W:t") and Resolution NO. R6-36, adopted i,y the t'nrrnt.y cttt Jrrne In, 1986, and Resolution No. 67 f ,t,tAri by the County on . 1987. supplementing and tmnncilnft Reholrrtion No. A6 16, as the Same may be amended and TSlIpI7l e.m!'nted (eolletqt�"Note Resolution") i.nl.. ant_icipat.ion of the rpcpipt. t,y the County rrf the proceed; from aha sale of its a9,2Qt),(1O9 Water and Sewer Re'�?rtt.te Bonds. Series 1.986 (the "Sririet, 19p6 pnilrin-) of the t;ottnt.y expected to t'- {,trrclIanecI by thr, till t.erl f;t.at.eS t?epat t.ment of Aqt icuItur•e, Farmers Ilam(! Administt,%tion ("F'ml[A") purmtrant to conditional comnit.7.ent. letters ciat.eci .tiny 2, 19A,,asci tiovemhe.r 4. 1985, respectively. as gupplement.ed by a letter dAterl April 20, 1987. See "FARMERS WME ADMINISTRATTON" herein. Upon receipt<iC the proceeds of the :aerie:-. 1986 Bonds. which are expected to be purchased by FmI1A on r oprior to t:he maturity of the Notes, the Cornlnt_y 1r' r'er;ujred by -tti k ionaNote kesoluResolutiont.o transmit such prnceedt: to Florida Natl Ran, Jacksonville, Florida, as paying agent for the Notes (tile "I'aying Agent") for application to the payment of principal of the Notes. The aggregate amount of interest payable on the Notes to maturity is to be funded from the proceeds of the Notes. See "RISK FACTORS" herein. The Series 1986 Bonder are to be issued pursuant to Resolution No. 86-35, adopted by the County on June 18. 1.986, as amended and supplemented (the "Bond Resolution") as an additional series of bonds authorized pursuant to Resolution No. 82-61, adopted by the county nn J,rly 7, 19A2, as amended by Res-lotion No. 83-77, adopted by the county on September 21, 1991, and as the same may he further amenried and supplemented (collP:til:Ply, the "Orifi€nal P.ernlution"). The Note ResnItition, the Rond Re Solution and the 0riyinaI Resolution are crit t.ivPt7 rPferred to herein as the "RenoLutionr,." The flutes are limit.--{ nbligations r,f Indian River Co,.tnty, Fl ,r;r€:z, pmyahtp ol^I.y from and ser:tirPd solely by a prior lien ,tp-)n And ple-€r;•r of th-. ptor-eeds derived from the sale of the Serie-; 19036 P-,nds or th- sale of other tlond antiripatinn rint.eq issued tr, extend and renew the i.ndebtednpas evidenced by the Notes purl r--neyr, in the Notes Payment Ar,- trnt of the Construc°tinn F',Itl•I, -ACh an ostabl tshod un-1-r the Pond Reotnlilt inti. tleithr.r the rotinty, the .',tat- of FloridA rl,r Any politicAl r;ilhrli isinn thereof has pledged its faith -,r nr t.ax i n,.t p'tWnr tri the payment of the ft?tes. No holder of the Notes n}lal I ever ils•:e th- t ight tO cOmP,al tha-x^te--I1P r,f Ally Ad ,rAlt,tem t-Ar.in,t pf1'Id „t rhs CntunIy f,r taxAt.iF,ct in Any f n r m n! any teal ptr,port y theroir, i pay th- N,rr`s ,-,t the iW-Toot due thr*te,",1, nor t,- -nr it l l to paymr•rir. f th- Note- from any fundis of the A?1 desr:r ibed h-r-in. F'41-f riescriptions of the Resolution-:, the Nni Anal nt.11er rwiimetlt.r: pertaining to the Notes are c:r,rlr.lirlad In thin. r)ff,i"i.,I :;t.Atemet, Stich door 11ptione ate cptAIifi -A it tiieii PntA tet-y by rPferorlce to the nt'iginale of rur:h d ,:umant-s, copins of which are avAi lablp from A.ri. Edward^ A. Mons, €tlr:. , Sun Rank liui IdIn<f, PoI ican Bey. Alit Laurel Oak Drive, Sui!-- 6017 . NAplen, F1, -1..196.1, AtJotit.inrl: Avirt L. Saunders, durinrt til- period of the init.tal (016-t'intl nt thr. Notes. For the d-fillit.ionr, of cert.Aill e_:Apit-alized tetmr, ti. Ill this Ilffir:ial StAtrrmnnt., seP "APPFNDfif A -- Definitions" herein. THF. COUNTY The following information has been provided by the County and .is included only for the purpose of general background information. The Notes are not general obligations of. the County and are payable only from the specific sources described in this Official Statement. See "PLAN OF FINANCE "DESCRIPTION OF THE NOTES -- Security and Sources of Payment" and "RISK FACTORS" herein. MR •s Description Indian River County wAn est.at�lisheci in 1925 by an Act of the Legislature s;eparAti.nrt it. frnm ,"t.. i.ucie County. The County encompasses Approximately 497 sgtrare miles And is located in the mirlrile of. Florida on the Anc<<Fir.�froa�ksoapPliprmandlY3535 miles north of Miami-, 190 miler miles east. of .;t. petors,burrl. Tice C'ocrrity is brun'ieri on the north by Brevard Co�int.y, art the ronth by St. LRrr'ie County, on the west. by Osceola and Okepr:hnbee ('nt.intles+ and nrt the east by the Atlantic Ocean. The inrr,ti)rjrated cities of Fpllsmere. Indian River Shorpst, Orchid, `;,,t,Asttian and Vero Beach acre located within the County. Tharp aro al)proximately no rriCps of waterfront. lAnd in tate County, inc:ludiner ,about 23 miles of At last it beaches. The 1'yF30 (:Ftnr:;i^ I pulstion of the County was 59.896 while the estimatpll 1`499, p,.,perlatlon was 80,023, an increase of 3:1.6,%. Ver,) peach, the largest Far ( in tt1A t'nurtt.y, and the r'n;ulty Suet, had a 1980 Census popttlatinn rtf 16.176 and an er;ti.matpd 1986 population of 17,325. cove rnment. tn,li.in Niver County has A fiVe member sgArri of County (:nmrni r:r;i n� r , ( t hn F.AP h memb01 r-{<rOv.-TO ?a r, no r,f fivr` tiirttrir;t.: ler.tp,j at, large (ce,trnty-wide) for stAyrlered terms of four y. -Ars. Ttte r'hAirman anri Vice-chairman ars elected by the Commiscsti-11. A C,,tinty Administrator is appointed by the Board And in 1"spt>n.sible fI aciminisatrative and fiscal control of the T-es;ouicort of the Cotirtty. 'The foilrl irir) is a list of the t't,mmirtrtinnrr^, Anl tho expiration of tht it rpstppr'tive term. Namo of f ice 'Germ Exl,i rc:: Don C. sctirlock, .Ir, ChAirman November-, 1988 Margaret C'. Bowman Vice Chairman November, 1988 Richard H. Bird Member November. 1988 Carolyn K. Eggert Member November., 1990 Gary C. Wheeler Member November, 1990 The County Administrator is Charles F. Balczun, who has held the position since September 11, 1986. The Commission apportions and levies County taxes and controls the expenditure of all County funds, except schools which are controlled by the School Board of Indian River County. The budget year of the County runs from October 1 to the 3 is following September 30. Operating reven,tp`axeraised s with arp,,rad t:, valorem *.axes, real And personal prop_. ! from state and federal source for co,.tntf roads. welfare and health. The Cot mission operates a County Road Syster, and has power to establish, build, main'_ain. repair. protect and presser•re these p,ihlic facilities. The Co" is=ion correlates and is c responsible fQz various types of pia:=ions in the County. The Commis^ion Fro%i�3e±� and administers .a County Public a..) ps ,, e arvi indigent ci _i.. Program and pro: id f r the poor 9 C_.otmt.y. r.ther elected officials set -.-Ing County -wide are a Propert•I appraiser, Tax Collector. Supervisor of Elections. Sheriff And Clerk of the Circuit Court who is 8100 Ex -Officio Clerk -,f Poard of County Commissioners. Popu 1 a t i on In 1980, Indian River County ranked twenty-eighth au* of 57 counties in Flnrida in teras of total population. representing •61`. ')f rhe total state population at that titp . As Illustrated below. the population of the County has ^are than t-ripled since 1960. It is anticipated that the growth of the County ::ill continue. (1) iJniversity of Florida, B,.rreav1 of F.-:ory^r7ic and Business Research. Year Population ', Increame 1930 U. S. Cen9,.1g 6,724 1,?4o u. S. Ceniqus 8,957 il'a 195() 1J. S. Census 11 .872 33 1960 U.S. C'ens:rs 25.309 11.3 1970 U.S. Cens,1s 35.992 42 1980 U.S. Cens,ra 59.896 66 1985 Estimate ( 1 ) 76.442 28 lg86 Estimate (1) 8(),)23 5 (1) iJniversity of Florida, B,.rreav1 of F.-:ory^r7ic and Business Research. While thepopulation of een so hAs the median a4- )CPC}lrtttPsidPnil�population1Y increasing, The The number of pPrsons age 15-44 is tha lArgPs;t. ac;P cAtectory. in the following table illustrates the petcentaejr of Poptliat10)n various age groups ssinr,e 1960. AgP Group 1960 19-F0 199x9 0 14 30.4', 27-3' 18.1 37.2 15-44 33.5 3; 4 21.9 %i.4 45-64 21.1 15,0 17.4 20.3 654, r;r,mp�,rlerrt.,; ,{ xr,f,u!-ar.ic�rs t:'lsarsFln 1`370 C:..nnun.................. ............. ... 4`a , F3961980 Censun................... .............. 23.904 Total Change ....................... Components (if Change fit- t 11 cease...... 741 1 i, 160 Components of Chnnq ft sP t„ NsttsraI at j percentage of Ch.1nF(p Fttsp r„ ttArutal (ncreasse. -... -l) or, R�- perroontAlIP Of ("hnn�jw• .trt� C.r"ttpt Mi,trAt inn. . . . . . . . . Source: ttnivPrnit:y f F'l�sridA E�csrpat, Of F.r.onomic asci RttFinPnss Re. search. Industry T11P-:0110myof the t;c,aulr.y i!', Fr`rl ttl>�n Agriculture (citrusand cattle), toil rism. Light. mAteufactur"inq, wholesale and retail trade and commercial fishing. Tile i'loricla Crop And Givestor,k Reporting5rrvire report -f; 1.11, its the 19£t5-1986 crop year Indian River County had 64,302 acres ()f citrus which produced 18,926,000 boxes; of oranges, grapefruit and specialty fruit. The County was third among all Florida counties in total of citrus production, but second in grapefruit production. Most: the citrus fruit is sold to the fresh fruit market, but there are also 20 major packing houses and one citrus juice processing plant located in the County. Approximately 62,208 acres of improved pasture and rangelands are utilized for dairy farming and beef cattle production, while approximately 44,100 acres remain as forest and woodlands. The largest manufacturer in the County is the Piper Aircraft Corporation, which currently has approximately 768 employees involved in the manufacture and sale of light aircraft and related services. The Piper plant is located adjacent to the Vero Beach Airport. 5 Fells,mere .joint-. venture has extensive citrus and cattle interests in the County, erployin-1 approximately 518 persons at the peak, of the !'1trtSe Season. Their agrictsltural properties, including a citrt-s:s pac.kinq plant. are located W-+st of Fellsmere In the western part of the County. other rtrlur;trie^, include lumber and millwork plants, -:Abinet anvil illwnr'r. plants. machin^ shops. welding shops, Sheet metal fahri.-:atnr-. rattress ticking;, mattress and springs. ths!!rmJ£;tAt.A, alt-"rr"af.t instrument n,. .steel and wood truss cr)n>trur:tinn, architectural and ornamental iron works, stone and marble prr-i+v:t.s. Asaph,!ilt. plant pilot training school, welding r,r:hoc,l tel.evisi.on antennas. whnlesale seafood. metal wln!1-'r ani awstfng.+t, printing, air handling ,;ywtems. ready mix concrete. rOrlrt•s'C.F` iilgr_ks. precast concrete products, electronic comp<,nAr0n, plating and machine shop equipment. screw machine Parts, Air':raftpnt" and supplies. factory built. homes, dairy prorl,tr_t"n. newespaper, radio stations and temperat,tre contt-19. Fight banks. eleven savings and loan associations and stir, rj r:,tcities brrskerage offices provide financial services •,rlthiri t.h- rounty. Tile Atlantic beaches and th- I!x'^ellent climate in ehe coiint.y provide the basis for a year tniind tourist industry. There are numerous hotels and motel-, ill the County as well at-. jetAil and nervi,- n.•tt.li'lishmentx gvArvd to serving the troir"int tracip, F'nrt.y ,ix miler of riverfront on the Indian River, many mile; of r:artAls And Inkefennt and about 23 miles of Atlantic Orean bear.her> Is well As two state parks, fivp county parks, and six ptshllr: artd three private golf courses provide ample oppnrturlity Cor" uutdnnr recreation. Tile Lon An'•;glen r)ndc]er_, bar.ebAll club trainn at prrigPr-town, the 340 acre complex which is also home to the lar(jest and most advanced baseball school in the world, conducted by the r)origer organization. F.mp loyment Indian River County employment fluctuates seasonally with most unemployment occurring from July through October, the slower months in both the tourist and citrus picking seasons. Employment by sector for the calendar year 1986 is as follows: Percent of Category Distribution Agri cu 1.tur•p ........................ 12.1% Manu far..:turing ...................... 8.3 Construe: t.ion 9.5 Tran-)portAt Ion, Communications Ot_iiitFAs 1..9 Wholesale Traria 1.9 RetaiI Trades ................... ... 113.4 Finanr:e, Insurance .r, Real Estate ... `.r.9 Services 25.6 Government 14.0+ ♦ rl Source: SP.ate of Fiorida, Deparrment of Lancer and Employment Soc,ttrIt;y. MAjrrr empI yer.m, trr IrrTilan River County and their rI I,trlxim:�tcitrient. Level F,f emp[r,ym^nt. are ax; follows: t:ntnld lnllment Vroduct nt ervla,r Foploym-nt Intima River (;aunty School ny.mtam 1200 f;rhool Ill Ktrir.t. Ir1111nt1 River Memor(rtl i{tl!:Illllr( Xcrlir.al services 1000 I'Iper Alrcrnft Corl-rrrl i+,rr Eight Alrcrafl. 768 eanufar.turer Ft, llr:merp Management Citnr4 & Cattle ;I8 Indinn River County County government 1,00 City of Vero 8ear,h City govprnmpnt 496 11ublia Corporal.lon Rel.all grocery 280 [wilnn River Kxchnnge 11ackers Citrus 276 Humana Ilospit.rrl Sehrtst(nn Ar_ite care fnclllty 248 K-MarL Cor•pornlion General merchanrli se 23 () Source: Indian River County. 7 The following table sets forth a comparison of the unemployment rate in the County compAr.•ed to that in the State of Florida. As_of August Indian -River County State of Florida 1987 11.7; 5.7 1986 11.9 '•9 1985 `'. 1 6.0 1984 b 6.3 1983 14 _ .; 9.6 Source: State of F l,iridA, DerArrment of Lab -)r an -i EmployrQ:etlt $arurity. Transportation Pail. t.rAnsportatinn in rho County is handled by Florida East Cgazst Rai1•,:Ay, while numerous freight truck lines are available to sorve the County. Highways providing surface t.rA:ol. are Interstate 9`,, T.I.S. 1 and State Road AIA for north -south ii-avel an,~1 State Road 60 for travel to the west, while the Florida Turnpike courses south and northwest through the snsrthwest corner of the County. The area is served by Gr�yh>:,tai Sus linea for passenger and package service. Varo Peach Munn,-!ipal Airport provido.� scheduled airline servire to ryount.y citizens, while one nthor ,airport in the County servers both charter and private Aircraft. Health Care The Indian River Hospital Isistric:t, ene:ompasging all but nix ngtlare miles of the County, has a 1.40-h-1 facility in Vero Heach. The Humana HnspitAl Sebaartian. a private, for profit actst:e care facility, is located in the northern part cif the County on U.S. I. There are presently over 100 physicianw .serving the hospitals and area residents. The Ssinshine Rehabilitation Center offers physical and speech therapy to handicapped children and adults. Education The education system is administered on a County -wide basis by the School Board of Indian River County. The five -member Board, elected for staggered four-year terms each, appoints a Superintendent of Schools. The County has ten elementary schools, one middle -junior school, two middle schools, one junior high and one senior high. There is one Special Education School for all grades. Enrollment for the 85-86 school year ware 10,200 students. There are 1,190 instructional and non -instructional personnel with 679 teachers. In addition to the public school system, there are several parochial and private schools. The Indian River. Community €'ollPr3p, with its main campus located in Ft. fierce. abrAlt 15 mil" from Vero Beach, has branch camps -es, in Vero Aeactt anti in okeechobee and Martin Counties. The state -supported (70rrrr^tertity collet;p offers a general college program for [.he first two years and a wide variety of technical and Vor,4tiOt}ai instruct ori. The Mueller Center in Vero Beach has a 40 -acre campttt;. ton classrooms and office facilities. Communications and Electric Utilities OnP daily WP npapPr is publi.ntied In the County. There Ar•e five local. radtr� st.At.inr;s. Telephnna service to supplied by southern Bell. Vero Beach F lert..UL(I. system and Florida Power 6 Light. Company supply e1ectr1city. Till Y !I-rF*M General The Co;u;ty c>wn4 An't 't)"A eA water And ;sewer• n7stems (collectively, the 'syatem"), which were PstablInhed In 1978. The County provides water And newer ner•viren t-1> A p::>rtlon <:,f the. County's population, witin a mA)nrit_y of the other €.'ottnty residents being serviced by private wells and septic tank!; and the City of Vero Reach. Florida, which operates its own water and sewer systems. The water system has a nominal capacity of 2 1/2 million gallons per day ("MGD"). In addition, the County purchases 750,000 gallons of water per day from the City of Vero Beach, Florida. The County is currently expanding its water supply system to 5 MGD, with expansion to the System expected to be completed during the summer of 1988. The County expects that the expanded system will supply all water needs of the System through 1992, and the County would no longer continue to purchase water from Vero Beach. Also under construction is a transmission line connecting different areas of the County's water system. The County's sewer system currently consists of three small wastewater plants and one regional plant, plus a 28.9% ownership interest in the Vero Beach wastewater plant. The County is expanding its regional plant from a treatment capacity of 1 MGD to a capacity of 2 MGD, with completion of such expansion expected in 1 to 1 1/2 years. In addition, from a portion of the proceeds of the Notes, the County intends to 9 finance the r:on:;truction of a replar_erent wastewater plant in its central area in order to expand capacity fro", such plant from 100.000 gallon" per day to 1 M,o. he County also intends to replace the two re -wining wagtawater plants by constructing a regional plant with a capacity Of 1 D!GD. System Staff The Sy -,tem presently employs 46 persons. The System is managed by :ertan r. Finto, Director of Utiliti^r, Joseph H. Baird, C)irector of Management and Budget, and ]Pff Barton. Ansirstant Director of Utilities. Approximately employees are members of the Comaranication workers of America. it is the opinion of management that the System enjoys ex"elfpnt Ichor Water and Sever Customers The 7'),.inty water and sever expressed Al the nI-t:.tr -�t equivalent residentsnl for the yoatS 1'?R3.1997 in ret forth belov: ('-tnber 31 Water ERUs Seger ERUs 1983 5.410 3.006 1984 5.701 3.351 1965 5,A32 3.437 I986 9.927 9,824 1987 11.193 9,339 Rate Structure Rates charged by the COUnty for water service ani sewer, �servir.P are rhargeI upon reservation of such service, and are unrelated to the ama-,int consu,-epi but are fixed for each customer. The ha— facility charge for water Service is $5.33 per FRU per month. The base facility charge for sewer service is $1.53 per FFU per month. Since February 1, 1987, a 6 surcharge has been added to the current monthly charge. The County does not expect that water or sewer rates will be increased during the next three years. Outstanding Debt As of September 30, 1987, there was an aggregate of $8,879,200 principal amount of Bonds of the County outstanding under the Original Resolution in connection with the System, consisting of $366,500 outstanding principal amount of the County's Water and Sewer Revenue Bonds, Series 1979, dated August 30, 1979; $222,000 outstanding principal amount of the County's Water and Sewer Revenue Bonds, Second Series 1979, dated 10 May 21, 1981; $5'g92',()00 out.stanclinl E�rincipal amount of the Country's Water Revenue Bonds. Serie6: 1980 (South County Water System), dated September 30, 1982; and $2.698.700 outstanding principal amount of the County's Wat'pr and Sewer Revenue Bonds. Series 1982, dated April 30, 1985 (collectively, the "outstanding Bond €s" ) . Certain Financial. Data The (:aunty intend.,, t_n a,ssue the Seripq �6Elfrosol4�bto pay the principal of the tiritpa at maturity. Th. . Bondi, t.(5get.her wit.,, ottiar f>„&t.standinq Bonds end additional cl F.e!sotrition, parity bonrl� issued in arr.ntdance with the Oris;in will he payak,l.e ratAt)lV ftom Oross Revenues of the y5tem in accor•riance .rith the Ori(tinal Reaolut.ion, Frig to issuance of the r,eriPs 1996 A+ands, the County will bP c-pquired to demonstrate compllanc:Q with certain conditions set forth in the nriltinal Renol.ittion. eee "SUMMARY OF CBRTAitt PROVISIONS OF THE RESOLUTrON5 •- nrigtrial Resolution - viedge' and ”- IssuArV7P of Other nbligAt.ions" herein. For the Fiscal Years ended September 30, 1463 through noptember 30. 1987, bused on the financial statements of ttsw County. the System has compiled with the net revenises test est.at,lished in the Original Resolution for the i•aauanr;A c,f ad�ittional t,�nda thereunder. "gee the table captioneri ".;tIMMAPY ()F NET F'F;vF:rAMS" herPtn. 11 The following table Seta forth a Summary of net revenue, for the System for the Fiscal 'nears Prided September 30, 1983 through Septembpr 30, 1987. The data are summaries of audited f.in8nc.al rrtatements for the FiscaI Years ended September 30, 1983 thruugh and incteidin7 September 30, 1986 which were examined by Arthur Yourv; Company, r`ay`.nna Beach, Florida, independent certified public a cncrrtatlt.a- The data for the Fiscal Year ended .SepternbPr 30. 1987 are sur-laries of unaudited financial .st.at.ements prepared by the Coarnt.y which are being examined by Coopers b Lybrand, orlando. Florida. independent certified public ar..coune.ant.,. T11s data fnr the 'Fiscal Year ended September 30, 1.997 ir, nr,t necesr;ariiy indir at.il- of act.Wil resrilts for Stich Fiscal Year. SUMMAP't' OF NF7 GSE;V';?VrF:s Fiscal Years 'Fride:-i Audited Unaudited 111r} 7 1954 19145 19196 1987 (th,)usandsj of del lars) r;r "r;ri RevF,t„rnF;...... i l .469 a2.. 149 $:. I -Al 0, 80'1 - 1. 425 'I'nt.rtl Opera'. Irl'i Expenses.......... 954 1.105 1..199 1.791 2.517 Net. Po -venues A asi fable for Debt. :;nrvice.. 515 1.044 790 1,01c, 909 Aggregate Debt. Service........... 135 "76 414 521 546 Debt Service Coverage Ratio.... 1.113 1.A1 1.91 1.95 1.66 The County at ti ilnit.e.S tile. ur1rr..asP in '41-nns rovelllws for tile f i ,r.a 1 year!; . r, tori `- epG m1,er 30, 1983 t:hrvuyh September 30, 1487 pr irnat i 1y to (jr,),,tir of the System. 12 C of The table below contains the County's projections of net operating revenues for the System for the Fiscal Year ended September 30, 1988, available for dent. service on Outstanding Bondn, which are based ori the Count.y' ra budget. SUMMARY OF COIMTY RCJn:;E: T for E'isacal 'tear E:ruled ;Ppt:nmher 30, 1998. (thollslfldLl of dntl:zr;1 Gross RovenEre(a. . . $3,425 Total operatin7 E:xperis-^r. . . . . . . . . . . 7..547 Net R -,v -noes Available 82.8 for L)eht. Service. . . . . . . . . . . Aggregate I7eht C,4 -B Service . . . . . . . . . l l Debt Sorejir:e COOP -Ar;p F.At_in PLAN OF FiNAWE General Description The Notes at., heinQ iwalled tr, ( i 1 f inAn(e. On All interim basis. a portl-n c,f the cost nf c:ectain a1diti(?riss. ext:ensionn And imprnvements to the System (the "Fraje4er�ntnli) pity int.erert on the Note" to Maturity. AnA (iii) pay costs incurred in r:nnnectiori with lss*iAnee of tiie Notes. Funds nec:eAsar'y to complete const.iuct:ion Of the Project will be - provided lsy the e'ocant_y from impart fees for other moneys available for such pirrpore. See "DESCRIPTION OF THE PROJECT" herein. The County expects that: the prinr:ipal of the Notes will be paid from the proceeds of the Sale of the Series 1986 Bonds. upon delivery of the Notes. an Amount of proceeds thelefrom ecival to the interest due thereon to the (late of maturity will t)e deposited into thePlotes Payment- Account and applied to the payment of interesC on the dotes,. The balance of. the proceeds of the Notes will be deposited into the Construction Fund and applied to the payment of costs of the Project, including certain costs associated with issuance of. the Motes. Investment earnings from the Notes Payment Account and the Construction Fund will be deposited into the construction Fund. 13 Estimated Sources And Uses of Funds Sources: Principal Amount of Note` Accrued Inter"St - Total Sptrrc^_s U»eli: Deposit to Construction Fund (1) Deposit to Notes Payment Account (2) Ilndpr�rit.pra' Discount Ir:�-.uanre gxpwnsses - Total Uses $ (1) It is est mated that $ •;1 1 1 :>•± app i i pd '.^ the payment of irxuanre costs and $. •;ilt ;�� a:•Ailable €nr Costs of the Froject. (?.) Includes S of accrued intac—At. AtA 5 of C•Apit-alined interest. Aridition&l Conotrurt.ion Requirements Assuminq <orttinued growth of the County at current levels. the Systpm s current three-year capital Improvement program reTtires a t?tAl of approximately $34.0070.000 in capital expenditures bpt•;APs 1988 anti 1990. exclusive of costs of the I`roje, ftln�'iP.i fr,,- the pro-eeds of the Notes. These proposed capital Pxponditures include expenditut•ex tot' the expansion of the System described under- "TNF. SYSTEM -- General" herein. The County presently expects to fund such capital expenditures from impact fees or other moneys available for such purpose. DESCRIPTION OF THE PROJECT The Project consists of certain sanitary sewer facility improvements to the "Central" area of the County also referred to as "Gifford". The improvements will include construction of a new wastewater treatment plant, collection lilies and rehabilitation of the existing wastewater collection lines. construction is expected to be complete by the end of the summer of 1988. 14 Principal components of the Project and their estimated costs are summarized as follows: Component Amount Contract #t3 Contract #1 Contract #2. Contract M4 Total Construction Casts Engineering and Administration Road Contingencies - - Total 5 The funds expected to be aval l.it:l- fc,r F:,,n tt-rFF Rion of the Project are summarized as follows: Source Amount Note Proceeds S Investment Proceeds Other County funds AhMMi Total $ DESCRIPTION OF TFiti MOTHS Terms The Notes are dated, will mature and bear interest at the rate set forth on the cover page hereto. The Notes will be issued in fully registered form in denominations of $5,000 or - integral multiples thereof. Interest on the Notes is payable semiannually on June 1 and December 1, commencing June 1, 1988, by check or draft of the Paying Agent, made out and mailed to the registered owner, as shown on the registration books of the County at the close of business on the fifteenth day next preceding the applicable interest payment date, unless the County is in default in payment of interest due on such date. In the event of any such default, the defaulted interest shall be payable to the registered owner as shown on the registration books of the County at the close of business on a special record date established by notice mailed to the registered owner not less than fifteen days preceding such special record date. Such notice shall be mailed to the registered owner as shown on the registration books at the close of business on the fifth day preceding the date of mailing. The principal of the Notes will be payable upon presentation and surrender thereof at the principal corporate trust office of the Paying Agent. 15 Security and Sources of. Payment The Noter; are limited obLigations of the County. Principal of the rioter wilL be payable solely from and secured solely by a prior lien tipon and pledge of the proceeds derived from the sale of. t.h0 SPries 1986 Bonds or the sate of other band anticipation not— iaetred t.o extend and renew the indebtedness evidenced by the tiotr,-s. The County expects t" issue the .Series 1.9Bfi Bondsnn r,z prior. to maturity of the Notes. Interest on the Notes will. b^ capitalize -1 from proceeds of the Notes. `ce "FLAN OF FINANCE" herein, ne ther the Courity, r.tte State of Florid. clot' any pol.it.icat .nrthdivirinrs thereof. 'ciao pledged its faith or credit or taxing power to the payment of the Nates. No hol.dpr of the Nates ,stall. ever have rate tit,o compel the e�erci^e Of any Ad valorem taxincl pri—r- of the County or tax.at.inri in any form of any real property I.herein to pay the Notes or the interest due thereon nor he entitled to payment of +the N,)tps from any funds of the County as described herein. FmHA is expected to purchase the Se€ies 1986 Bonds pursuant. to conditional commitment letters from FmHA to the r,,c,rrnt.y clAt_ed .Tiny 5, 1985 and November 4. IIA5, respectively, as ,upplement.ed by A letter of closing inet.rtrr:r it ns dated April 20, 19A7 (cnllectively, the "Commitment'). A do!-,r:ription of certain material terms of the Commitment is incltr•teci under "FARMERS HOME At,MINISTRATION" herein. The Series 1986 Bonds will tie secured by t:he Gross Revenues of the ';ystem on a parity with the Outstanding Bond,. The issuance nf parity bonds, including the Series 1986 Bonds, in Accordanr:e with the OriginaL Resolution is subject to satisfactinn of certain c:onAition:s at. the time of issuance of such honds . See "SUMMARY OF CFRTA I N PROVISIONS OF TIIF. RFS01,11TIONS -- r)riginaL Rennitrt.ion - Pledge" and "- Issuance of Other Obligatinns" herein. Pursuant to the t,-.rms of the Bond Resolution, the Cottnt.y intends to issuP ttre Series 1986 Bonds and the County intends; that the Serie:, 1986 Bonds are to be purchased by FmIIA pursuant to the terms of the Commitment. If the County fails to issue t:he Series 1986 Bonds or the Series 1986 Bonds are not purchased by Fm11A, sufficient funds may not be available to pay the principal of the Notes at maturity. In addition, t_he aggregate amount of interest payable on the Notes is to be funded from certain proceeds of the Notes deposited to the Notes Payment Account established snider the Bond Resolution. Any loss in any investment made of such proceeds could adversely affect the ability of the County to pay interest on the Notes. See "RISK FACTORS" herein. 16 • of Redemption Provisions The Notes are subject to redemption prin* to maturity. At the option of the County. as a whole or In parr.. on or after ,rune 1. 1989, upon payment of 100% of the prim=ip•At amount thereof, plus accrued interest to the date fixed for redemption. In the event of a partial redemption. the Motes to be rodeos" or the portions than—F. wtT-ce appllrable. gthall be selected by lot by rhe Paying itgant. it, ln. VOIar;" �^f 5111.fi'o.. FOM Its ^^than: -.t pursuant to tho l".onsolido+tod Farm an,l F±ilr-al owelopment Act, t'.1.. 87-128 47 U.S.C. Secylon 1921. et seq.) and regulatlons promulgated thereunder ( 7► C. F. P . Part 1933 ) to m4ka loans to local governments• for services end facilities b+acti,. t•, the public health and safety, such as water and sower +ayrt_m,. whmn such facilities are fully available to the public. qt. t,stricted to providing public aervie•a and facilities t,, tt,rAl aT-as only. A neral area shall not include any area in T t t y i r y town hav i tt r n population In excess of 10.000 i tth.�il t _nta.. FmiiA has Issued the Commitment to provide a $9.200.000 (the 'FmM Loan') to the County. subject to fulfillment by tjT" County of certain conditions.. Olaterial conditions of the t,oamitment to be satisfied prior to the consummation of the rmHA [,man include delivery of certain opinions of counsel to the County. execution of certain documents and certificates by County �Iriicials. canmptisnce with certain bond requirements as witipulated by F'rHA and approval by VORA of certain rats schedules nPoabtishvd toy tit., County. Fr+M 1.•l expected to make the F%HA Loon by purchasing til,, $9.20().000 ,aggregate principal amount of Series 198E -•ids purnuant to a loan agreement. Ft,)ceeds of the purchase o. the ;.*ries 1986 Benda will he used to pay the principal of the Notes. on October 28, 19H7. PmHA issued a letter <>nfierwing certain utuie'rr+tanding8 of FrIM, iaterm1ninc1 t.h t, they have no reason to believe that the con,litions for the F-EchaRe "ff t -he Series 1986 Boruls cannot he meet, and statin.; ttoat_ F'mHA fun,i,T have been (,)bllgated f�jr t}ia rroject and that the purrhase of the Series 1986 Bonds by F'mflA is scheduled to occur not later than December 1, 1990. The County is required by the Note Resolution to deposit all proceeds from sale of. the Series 1986 Bonds into the Notes Payment Account. upon payment: of the Notes, any fonds remaining in the Notes Payment Account will be transferred to the Construction Fund. 17 RISK FACTORS Tlie Pft)tes are l i,mited -t,l l rTt ions of the County - pr i ric i pA I ounty.princip+tl of the Notes will be payar,l- solely from and secured solely by a prior lien upon and plm41e of the proceeds of the sale of the Series 1986 Bonds or tti4 sale of other bond ant.ir:ipatiesn notes issued to extend and renew the indebtedness evtrlpnced by *he Notes. Tho aggregate amount of interest payable on the Notes i.,-, to be funded from moneys on deposit in the Notes ,j Payment Account of the Construction Fund. The registered owners q of the Motes my not look to the general or ary other fund of the County, the State of Florida or any political subdivision thereof. and may not compel the levying of any tax for the payment of the principal of. or interest on. the Notes_ The County intends t- ii,4zl;e the Series 1966 Bonds and sell such Bonds to FMHA to pay the principal of the Notes at maturity. It to possible than legislation will be enacted in the future which would limit the .obility of the County to issue the Serles 1986 Bonds or bond anticipation notes. In addition. the Original Resolution establialies certain conditions which must be sati*fiall in order for the County to issue the Series 1986 Bonds. as more (,ally described under "Stl0UMT OF CERTAIN PROVISIONS OF THs RMLUTIONS--Original Resolution --Issuance of Other Obligations" hvroln. If the County fails to most such conditions or is otherwi:.- unable to issue the Series 1986 Bonds or other bond antics;�ation notes. tho a :.,,tasty may not be able to repay the principal of the Notes. Moreover. although raM has issued the Commitment to l,tttchn.ae rhe Series 1986 Bonds on or prior to maturity of the note„. Ir the conditions stated in the Commitment aro not not. FmllA will not be obligated to purchase the Series 1986 Sonds. In thy* -,-tit F'ta11A does nmt purchase the Series 1966 Bonds, there is n., l � i� A I t Art t raiment t t, lkt. the County use other avai labia moneys t-, l,.ty tit., pr tncipal -t the Notes not can any assurance be given that t ftp• C:uu my would have money$ available for tmctr_h purpose or that there would be any market for the Series 194h Fronds should FmHA ti-�t•lino to purchase them. In addition. other factors may nvlverxt,-ly affect the ability of the County to successfully market the Series 1986 Bonds or bond anticipation notes. including. amonq ,ithers. general and local economic conditions, prevailing interest rates. conditions ire the municipal bond market and federal tax legislation relating; to municipal debt. Tile County intends to make investments of proceeds of the Notes on deposit in the Notes Payment Account and deposit any Parnings in much Account in the C'ORStruction Fund. The Note Resolution provides that the County is to invest moneys in the Notes Payment Account in direct obligations of, or obligations the principal of and interest on which are guaranteed by, the 18 united States of Arnertr.a, whtr,h nbt Mations .shall be due and payable, or subje.-:t to ro4errptlOn A� the option of the holder. at such timem and in such amount% Ag ;,rt 1 l onablo th¢ timely payment of int_ere,nt. on the Notes in with their terra. Any losces r,n Inve.atments of moneyar to the Notes Fayment Account could adversety affect the County r tm llty to pay intereat on the Nates. Ali T or tXViAlli PROVISIONS Oi T= RSlOLTlIONS entfrond pti,,tattt to ttte ryc lginal Resolution. the Gross Revenues qtr t„ t„ 1,,posited to the Povonue Fund promptly after receipt. F; to h m, nth the County to to .apply moneys from the Revenue Fund In the t<,11(,ain,r outer of pz 1-r-ity: (1) To the Sinking fund, a sttm, -1:sal to 1/6 or, 1/12. as the case may be. of the amount of eine year's interest on all Bonds then Outstanding. together" with the amount of any deficiency in prior deposits for intet-est; a sum equal to 1/12 of the principal Of the Serial Bonds mattering on the next succeeding anniversary date, together with the amount of any deficiency in prior deposits for principal; arid, on a parity with such amounts required to pay the principal of the Serial Bonds maturing on the next succeeding anniversary date, into the Bond Amortization Account of the Sinking Fund, a sum equal to 1/12 of the 19 T -i:- te,! I, -Wing const tutee a summary of certain t,ra,viatone4 raC t'rte original Resolution and the tote Resolution. pertain rletintttons used in this summary are set forth in Appandix A heteRo. This eutMary does not purport to be a ce)rnplete Aesc:riptlOn Of the testis Of the Resolution or th- tote Resolution. respectively. and accordingly, is qualified by reference thereto and subject to the full test thereof. Cni,t4s n rtie original Resolution and the Note Resolution may be -,to .i l ned r r -m the County. c rr t q l na 1 Resolution plodys, The 9,Dnd.o Ata payable from and secured by a I t.,n ,ti, -,n *nR pledge of the Gr�las Revenues, Apptlt-atlQu_Of 09_906 ROVyauep• t'ho original Resolution oaldtwhe.a the following funds to be hel,t by the County for the At t,,n „F. gross Rlvernusat la. ,'nue Hund L t t k i rig Pu/!d nt,,.egtion and PfalntorcArv— i',4nd W9 and Replacem entfrond pti,,tattt to ttte ryc lginal Resolution. the Gross Revenues qtr t„ t„ 1,,posited to the Povonue Fund promptly after receipt. F; to h m, nth the County to to .apply moneys from the Revenue Fund In the t<,11(,ain,r outer of pz 1-r-ity: (1) To the Sinking fund, a sttm, -1:sal to 1/6 or, 1/12. as the case may be. of the amount of eine year's interest on all Bonds then Outstanding. together" with the amount of any deficiency in prior deposits for intet-est; a sum equal to 1/12 of the principal Of the Serial Bonds mattering on the next succeeding anniversary date, together with the amount of any deficiency in prior deposits for principal; arid, on a parity with such amounts required to pay the principal of the Serial Bonds maturing on the next succeeding anniversary date, into the Bond Amortization Account of the Sinking Fund, a sum equal to 1/12 of the 19 �,: X71: - ° •' • _ .::. .-- r T -•�� ;�.:• *;_a. Toru frcrAy :r '.:w Y.nd Aft.: ' . t ' r t' • . : Ar.Z7�: - P:..tit fruyf .. ?! -. -• :.'• ►- - -. t . .Z' . :! na•.4r!Z4 :R;fl Minds :teal'.;" ..trta.Y.:-q After ':A !..f;.:fYM't :f t.`A tll'.RR _'Ko :rane!fr !: � •- aw i• -re -s t:rr! -• Page- --f-0 Fzrd --roaf►.s.:t rvf,..rr3 ': bt ty t?A :r. g..•.t: ftt:.. •s1.. aa. -•, s. . tea: 3C fQ S•rr: t• ism.: rtaaG- . s r... - : i • s std %r.;y i.r pojin7 UA p: .ter. • .-.r• ,_ :ter• iratA:ili1.•.•.t !;r t?A • :t ;L _! • •-• a• • . .- - Ry . wyf�ar.:. bomAs ;mFr.7t4lsr.-. 't'. 'U" Syftts soft rr_sau- - :y art c•i.t'Atrf t. :lA . fe:M N.rsy rA:4 !:r -he crod vt 4t . • 9--1 A! -• 4. Oka;- bt spy .: ad t. •.?.t rt:. rer •- sarrAr and .rfsr tr:•r:fsd in :?A ^.r:?:r.• r pvr,: asin? .r rtdeom;r_Z :ors Mrdt pr: -:r - ..0 - may •:t -t retain tys !.rot 4tp:t:ttj Avrt:fat:cr. Atc..nt oral ...•:s.t f.... !.r.2• .. satirml r✓.t :star :lan t?• ota:sf set.r:•r .. 8►.rd.. Tlhs ,r:7:r.a. isf::.tisn ;vnidsf ..•. ; is Bonds to be 'art:tro7o Dorda• vat- 'T.s !•inds and prircipa: : f ar.i into:*,. invoottsr.to shall be applied ex::-.:f:•rs:y for th0 - ':.'tat tea-.. r or ra-:rity Wm' -PC ml Int^ a •...... In3taIIrant'c for t. R E-'rAR, t_"Jether with a.^.%j"f1 P_[1 ira 'for F'rlOr. Of t -e er._ deposits, Ruch Fnortizatir. on Istal r.e ' F •_red - nts t0 be in such amounts 20 • of and tr, he rtue in si:r:tt years ars ni•:ail Bea ciet.ertained by resolution of 01•1 Bnatd prior. to ttte rls+l.l4'Qry „)£ th* Term Bonds. (2) To the Operati„n and .K,i.ntenance Fund. the amounts recut l r ed to pay Operating Frpenaes put nt.,ant to the Annual Budget. Any hAlance remaining in th- peratlaR, and Maintenance Fund at tl,n An-! or e:,rh Fiscal Year :ihsill be deposited promptly into the Po. lnn'lp Furl 1. (t} -T, the Renewal and Replacement fund. amounts r:ecessat y t. pay ti,- cost of extensions, enlargements or additinr.- t, or t.h+a replacement of rapitai assets of the System. a n(i f n r -,-:rjo►nc y repa l r o thereto. r eapcee t Pees on deposit in the k..r,rwa i .in i Replacement F"nd shell only be used to pay those additional costs necessit.ntad by the inclusion of new customers to the system. The balance of moneys r-etaining in the Revenue Fund after the to.quired paymants have ween made shall be transferred to the deserve Account in the Sinxinq fund until that amount equais the vlaxlmum Bond Service Requirement and thereafter the County may use surplus funds in the Revenue Fund for the purchase or redemption of Bonds or for any other lawful purpose. Rot:pe,gpq Cbasyes. The County must fix. establish and revise the schedule of rates. fees. rentals and charges for the services and facilities of the System which will produce revenues sufficient to provide 100% of the current Bond $ervlce Requirement and all other payments required by the Original Resolution, The Original Resolution requires the County to prepare an -At imate of Cross Revenues for the ensuing Fiscal Year and. to the extant that eatimatad Gross Revenues are insufficient to pay 100% of the Bond Service Requirement during the ensuing fiscal Year. build up and mairttairt the required reserves for the Bonds. pay or -rotting F.xpenees. ani pay the current requital deposit intri tt,a periPvoti and Rep•da«•ement Fun t. the County ua! G revise rtttch r A an,°i rat-, -harqed to proviMia the fund* rrrlrir�rl. Issuance of ttttsar obligations. The County May "')T - Issue .stly ()the?- oblifx.at.iortiR payable from or secured by the dross. Revewlvr ,, :)r rzny pae t, thetrPof, unless the lien of such obl iriation ir. itttiior mild subordinate in all respects to the lien of the holders or the Bonds or the conditions provided in t -1,e ()riyinal Resolution <are met. These conditions require that all facilities to be acquired from t:he proceeds of the additional parity Bond be made a part of the system and that their revenues be included in Cross Revenuer; and that the County be in compliance with all the covenants contained in the original Resolution and all covenant:i made with respect to any other bonds or other obligations of the County payable from Gross Revenues or any part thereof; and that the County has not been in default as to any 21 payments requited to be made for a period of at least the next preceding 24 months; and that the annual Net Revenues for the Fiscal Year next preceding the issuance of additional parity Bands are certified by an independent certified public accountant not regularly employed by the County, to have been equal to at least 1.20 times the average Bond Service Requirement; and that the estimated average annual Net Revenues of the facility to be acquired with the proceeds of such additional Bonds, when added to the estimated future average annual Net Revenues of the then existirz ;y=ten. shall be at least 1.20 times the average Bond Service Re_::irem.ent for all Outstanding Bonds and the additional po:j+,s prcrc=ed to _e issued. The amounts required to be deposited -And na:rta-red in the Sinking Fund shall be adjusted to reflect the _...-A Service Requirement on the additional Bonds. salFaciiities. (finder the Original Resolution, he se _ --_ rerwise dispose of any of the c\. te- _3;t_es, ._.._e__ (_)~the County is in compliance with Al_ ccver.a..-- _„ c,.•••.,-..,, ' _ with all of its Outstanding __nds, reserve for such Bonds has been fu" -1y es aL.__s^e'„ :_ -.._ z:_ceeds of the sale are applied to ._,thew ;al`._._ :ed_- __,.. .: lutstanding Bonds in accordance with ' ....:e.:_:.. ..:(b)the replacement of such fa-,_1_ty, replacement are incorporated th an :e- as -re ..iainal Resolution; or (3) -- -_ abard:ned is no longer ecz-nz-_ca:ly ess__ _e . _ .___- - - Reveraes: or (Y) _ is cert _ _.hat 'nP•:e`pes :•emainir,g'Syster. - __.:_es for ___al `.ear. .:s the est mated `:e: Re•._ :es of anv .e added to the System. saw__ - ::_ _n the Original :al raw _:y _...d5. :n - -;e. _- ,.....t} __ required .. :a: _..^_..:ante ___ _.. _e = e\erItae am...__. -'__:e and t, p:; v_d e n--,: les_ --.,.fir:---- -_ Y^_.:e': $: a .6e .. )`P: .. ... ..._..:e: --A:-- d : ..:e : P: son a;:. :.. -. e A -:TS Z :7 _IIP_ _ ^P::\' .`tP: ;.1~.. .,:F,.. --vns '•era__-_ _ VI ..:P :eVAS •:l. . •L:F \'^, F� __3r .S.r a-_ _,_•--- -._ .._F thA:. .,:F )`Fre,:: .`.\•..\'F ... ,re -d_-_-. A7, n _:_ :�A.. ..:; AOA:a::, ..il... .:.9^.dye =-- _� -e ex. P^` ..AL`....\' deposited to the credit of the Reserve Account and are pledged by the Original Resolution as security for the Bonds, unless and until such proceeds are used to remedy the loss or damage for which such proceeds are received, either by repairing the property damaged or replacing the property destroyed within 90 days from receipt of the proceeds. No Free Services. The County may not render free services of any nature by its System, nor may it establish preferential rates. If the County avails itself of such facilities or services, it must pay the same fees and charges applicable to other customers. Such charges are to be paid from the County's general fund and the moneys paid by the County for services will be treated in the same manner as other Gross Revenues. Modification or Amendment. The Original Resolution may be modified or amended with the written consent of the holders of two-thirds or more in principal amount of the Bonds then outstanding. The consent of the holders of all such Bonds is required to approve a modification or amendment which permits a change in the maturity of the Bonds or a reduction in the rate of interest thereon, or in the amount of the principal obligation, or affects the unconditional promise of the County to charge and collect such rates, fees, rentals and charges for the use of the product, services and facilities of the System and apply the same as herein provided, or reduces the number of Bonds. Creation of Superior Liens. The Original Resolution prohibits the County from issuing any other bonds, certificates or obligations of any kind or nature or from creating or causing or permitting to be created any debt, lien, pledge, assignment or encumbrance or charge payable from or enjoying a lien upon the Gross Revenues ranking prior or superior to the lien created by the Original Resolution for the benefit of the holders of the Bonds. Defeasance. The pledge of and lien on the Gross Revenues in favor of the holders of the Bonds shall cease to be in effect upon payment, or provision for payment, by the County, of the principal, interest and redemption premiums, if any, with respect to the Bonds. For purposes of the preceding sentence, the Original Resolution provides that deposit by the County of direct obligations of, or obligations the principal of and interest on which are guaranteed by, the United States of America, none of which shall be redeemable prior to maturity at the option of the obligor (collectively, the "Government Securities"), or bank certificates of deposit fully secured as to principal and interest by Government Securities (or deposit of any other securities or investments which may be authorized by law from time to time and sufficient under such law to effect 23 FSI I c I I :I (](• t r.`: 1 i 1r -') I I! 11 ' _ , • I - :___. 1.1. institution or i , of tha with illtEavesi r•. _, ,> „-r 1. timely pna ,Mr -r, any, aafl int—, for r:•r76rmTl i'"n, :=tat.2d !�l th,; ,I.r•j.r,,:,i. - '. - - _.->._,.�.: I' any pi, V'T.. n t!•:a ..'. I :• .. nom. _.., - - -- .. - ,. ,_ '/10,:,1-� , • 1-. \I„ � �., , - .. _ r .. . . n 7-d the Series 1986 Bonds in order to have funds available to pay the Notes and the interest thereon. Defeasance. The pledge of the lien on the proceeds of the sale of the Bonds or any bond anticipation notes issued to extend or renew the indebtedness evidenced by the Notes and on the Commitment in favor of the holders of the Notes shall cease to be in effect upon payment by the County, or provision by the County for payment, of the principal and interestwithrespect to the Notes. The Note Resolution provides that, purposes the preceding sentence, the deposit of sufficient cash and/or tobligations principal and interestonrofandinterest on which nare dQB fully or obligations the principal guaranteed by the United States, none of which permit redemption prior to maturity at the option of the obligor (the "Federal Securities"), or bank certificates of deposit fully secured as to terest by Federal Securities (or deposit of any principal and in ents which may be authorized by law other securities or investmto from time to time and sufficient under such law institutionor a b defeasance) in irrevocable trust with a banking trust company, for the sole benefit taof the inteHesteon,the make timely payment of the principal revision for payment". outstanding Notes, shall be considered p Events of Default- Remedies. No event of default is expressly stated i;n-nderi a NotelResolution toIn denforcenanyrustee has been app to a rincipal of or interest on the failure by the County P Y P remedies provided by the Note Notes, when due, or to enforce anyAny Holder of nNote Resolution to the holders aitof b the Nsuit, action, mandamusor other may either at law or in e(T y etent jurisdiction, protect or proceeding in any court of comp der state law or granted enforce any and all rights existing under may enforce and compel and contained in the Note Resolution, the performance of all duties required by the Note Resolution or by any applicablefate ortFereral statutes to be performed by the County or any ote Resolution Sulementementaluresolutionsments. The ,Nnot inconsistentwith the adoption of supple the Note Resolution, to cure ambiguities, defects or omissions, e Notes the and/or to secure, extead trofethe oNotes Hand accrued the ers of hinterest. pledges made for the p ymen Modification the consentt. After in writinghe oftheuance HoldersdOf delivery of the Notes, material modification or amendment the Notes is required for any supplemental or amendatory of the ote Resolution or 0 resolution onwith respect thereto• 25 1 ,•�-,�, Irl t has asst rptari a rating of 1 � t u ;,., � . , , • .. � � .r: u has ,ball merle t,o any other A tat 111U at lactn only the axl.lanal I'm of t:ho significance i I tt „n 1 1 ulll t La 1 a 1 t nU a �anr.y. The County i I 1 n 't uy /.t toy rcattatt, tut;tlmation and lo, ol-I I I l.. 1 l tl.: th l t;r. salt I ha t' not y, Including certain „V • 1 , 1 ,• l.tlr, ahl.•h (lr•va m t I.aan lrlctuded in this 1 „i t„ „ I ,,,,t ally'. Ilt% tat lnr} dt�anl y bases its 1 ut.ttat tali `vi,tatt Iry ur an behalf of o Jt%' A 1. t tdat 101%n tit ml Iatt and ....ttt ett. rt lhAt su.h tit tn.) Will i,.,a,t 11. t', „ t..,\.,1 t huts of that tt will not be \tt,,, „t V t, .,,, ..ntttdty tt, in the :n.ia^cnt of the , , „., ,,. ... . , tt t .ittt Am, .1.•e'nti•a:.t re\•_ s.:.. • . 1 er 4. in and for Indian aealsCounty, therefromFlorida, has expiredlwithout.anyd the time for takingg appeals appeal being taken. LEGALITY The issuance of the Notes is subject to the approval of Rhoads & Sinon, Boca roving opinion, innsubstantiallythe theCounty, whose unqualified app attached hereto as Appendix B will be available at the time o delivery of the Notes. Certain legal matters will be passed upon Attorney, and for the County by Charles P. Vitunac, Esq., County for the Underwriters by Ballard, Spahr, Andrews & Ingersoll, Washington, DC. NEW FEDERAL TAX LEGISLATION The Internal Revenue Code of 1986 ent of On October 22, 1986, the Presid nated as HhR.U3838a 99th signed into law a tax reform bill designated The Tax Reform Congress, 2nd Session (the "Tax Reform Bill"). revises Bill, as signed into law by the President, substantially the income tax law rred as the oInt the United evenuestates, eIofc1986." Asrawresult refBill, Technic however, ReformaB of numerous errors in the printing of fethe TCongress is currently he Internal Revenue Code of 1986. Corrections Bill to amend t Numerous provisions of the Internal bonds venue Code oand 1986 affect the issuers of state and local government art of the County to comply with any one or more notes such as the Notes described in this Official Statement. Failure pr the p respect to the Notes will render interest of such provisions with on the Notes includible in the gross income of the owners thereof federal income tax, retroactively to the date the for purposes of issued. Among those provisions are more Notes were originally ag investment of funds treated as of restrictive rules conNotes ("arbbitrage"), advance refunding an P1 of the Notes (1 establishment of reserve funds and tax-exempt obligations, application of Note proceeds to benefit private activities. The be require to 'rebate" to the ed County is also required to file an information return with respect to the issue and may Profits on an ongoing basis federal government certain arbitrage issue. Under the terms of the throughout the term of the these provisions will apply Internal Revenue Code of 1986, generally to all state and local government obligations issued after September 1, 1987• 27 Other provisions of the Internal Revenue Code of 1986 affect the purchasers and holders of certain state and local government obligations. Among these provisions is a provision that interest on certain categories of state and local government obligations may be treated as a tax preference item in the computation of individual and corporate minimum taxes; a provision for a corporate minimum tax computed in part on the basis of a pre-tax book income or earnings and profits, which may include interest on state and local government obligations; an increase in the disallowance of interest deduction for financial institutions' costs of carrying tax-exempt obligations; a requirement that certain categories of insurance companies reduce their loss reserve deduction by a percentage of their tax-exempt income; and a requirement that for tax returns filed after 1987 that all taxpayers must report their tax-exempt income. The Superfund Revenue Act of 1986 On October 22, 1986, the President of the United States signed into law the Superfund Amendments and Reauthorization Act of 1986, Title V of which is the "Superfund Revenue Act of 1986", an amendment to the Internal Revenue Code of 1986. Various taxes are levied under such Act to fund the environmental Superfund over the next five years, among which is a tax on corporations based upon modified alternative minimum taxable income, which may include interest on state and local government obligations held by the corporation. See "TAX EXEMPTION --Environmental Tax on Corporations" herein for a further discussion. In General In issuing the Notes, reliance has been placed upon the text of the Internal Revenue Code of 1986 as it was signed by the President on October 22, 1986, and the Superfund Revenue Act of 1986, as it was signed on October 22, 1986. No representation is made or can be made by the County or any other party associated with the issuance of the Notes as to whether or not any other legislation now or hereafter introduced and enacted will be applied retroactively so as to subject interest on the Notes to federal income taxes or so as to otherwise affect the marketability or market value of the Notes. Enactment of any legislation that retroactively imposes taxation on the interest on the Notes could adversely affect the market value and marketability of the Notes. 28 TAX EXEMPTION In the opinion of Rhoads S, Sinon, Boca Raton, Florida, Bond Counsel, assuming continuing compliance by the County with certain covenants to caspamended, mly with pin order st fpreserve the ethe l Revenue Code of 1986, on the federal income tax exemption of the interest federalincometaxes interest on the Notes is exempt from and decisions; provided, under existing statutes, regulationsorations to however, that such exemption shall not extend to corp the extent that they are required to include such es imposed the calculation and payment of alternative minimum taxes orpto the under the Internal RevenueCodto ince of iude such inte86, as rest in the extent that they are required Tax" under calculation and payment of the ,Environmentaslamended. Section 59A of the Internal Revenue Code of 1986, exempt from except as to The Notes and the income thereon are taxation under the laws of the by te of Chapter1220,aFlorida Statutes, estate taxes and taxes imposed bydebt on interest, income or profits an associationstions owned by corporations, banks, and saving The County will issue its cert sfand tcircumstances e to the cin that on the basis of the facts, of the Notes, it is not existence on the date of deliverybe expected that proceeds of the Notes gelbonds"sunder Sectionra8ha 'arbitrage as amended, would cause the Notes to be regulations relating 103(b)(2) of the Internal Revenue Code of 1reg in an contemplated by the Unite States Tree certificate be accompanied to "arbitrage bonds"• based upon the facts, estimates and opinion of Bond Counsel, forsaid certificate, that the Notes are circumstances sein e bonds," under existing statutes, t th not currently "arbitrag regulations and decisions. Federal Alternative Minimum Tax Calculations interest be treated as a tax preference item Under the Internal Revenue Code of 198 . received on the Notes maybe to a federal anotrbetive includibleminimum intax includible in income subjec h interest may on corporations althoughof the calculation of regular federal gross income for purposes the federal alternative liability. In addition, ears beginning income tax corporation for tax y minimum taxable income of a of the in 1987 and thereafter is, undaajUetednnetnbookeincome" o f o 1and local 986, based in part upon the which may include interest ra state irrespective of corporation, ations held by the corporation, government oblig although such interest may not when such obligations were issued, 29 he includible in gross income for calculation of reguLar income tax liability. 't'hn trotes are not 1' specified private Activity bonds" Within the meaning of Section 57(x)(5) of the IritntnaL Revenue COdn Of VJF16 and, thernf.nrn, internist on the Notes will not be treated As a preference lte for purposes of c'n'.1p,st-in-1 the alternative miriimiim tax imposed on in:livid-ALa by _Section 5" of the Internal Nev,,nue Code of 1956. F'rnspec:t-ive cr,rporate purchasers of th� Notes r1t +rid connult their piofe!sslone I tax advisors as to t.hn p.otnntiaL Impact that Ownership of the Notes could have upon their cnr-porate in':Csme tAx liability. Foreicfn ('orporat.ion Rranch Profits Tax Under the rWeg nal Revenue Code of 1986, a^ amenief. A "branch profits t -arc" to imposed on the earnings an -I pt -tit,. It the 'Init.ed State." btanchee of foreign corporations. The Conr-rence Committee Report accompanying the Tax Refotn A -:t_ of 1141h I114licatee that it was the Congressional intent to irr-:Lsiie interest earned on tax-exempt state and local government oisli�:fatA ones in the calculation of the earnings and profit.n that. w,)WA 1— rublert, to the branch profits tax. F-wre19n corporations conOldet ing t.trn purchase of the Not-, should consult their professionaL tax ,,ivisora as to the effw<:t Interest. inr,ome from the Notes may (liv— upon their liability for toxen In the United Staten. 6nvironmont.at Tax on Corporations Under the Superfurs-i Rovewle A, --t of 1486, which amends the Internal Rev*nue Code of 1996, a new "environmental tax' genet'aLly bAned can corporate alternative minimum taxable income is imposed. The tax in 0.1 percent of the excess C>f alEernative minimum taxable inc mn, withouE regard to net operating losse_a and the deductian for this tax, over $.,000,000. The "environmental tax" will be imposed Whether or not the taxpayer is subject to the alternative minimum tax, but Ruch tax is deductible from gross income. The tax is effective for taxable years beginning after December 31, 11?86. As noted above, under the heading "Federal Alternative Minimum Tax Calculations," alternative minimum taxable income of a corporation may include interest on state and local government obligations held by the corporation. Prospective corporate purchasers of the Notes may Wish to consult their professional tax advisors as to the impact of 30 the environmental tax on their federal corporate income tax liability. Interest Reporting Recpiirements Under the Internal Revenue Code of 1986, all taxpayer_a are required to report on their federal income tax ret,trna for tax years beginning after Oecemher 31, 1986, the amount of Interest received or Accrued during the tax year that is exempt. from federal income tax. Tats provision applies to interest on the Motes. Taxable Social Security Benefits Calculations Under present federal tax law, a percentage of social security benefits receivers by a taxpayer are to be included in gross income for income tax purposon if the taxpeyer's "wodifted adjusted groom income" plus a specified percentage Of social security benefits r'eae:Pived exceeds a st.lprtlAfeA dol lac amnunt based upon the tixpayPr s filing status. "M,+dtfters a,i)u,stecl gross Income" fr,r trrlx purpose includes interest receives{ or accrued on gt.at." and local goVorTulent obligations that is exempt. from income tax. prnr:pectiv" of the Notes who are rec:Ptvin) social rsecurlty hanaflt.r,-aiwild consult their professional t.ax Advirtorrt an to the effect. interest income derived from the Ci>t.e ert.herwine exerrpt fr<,m tnxat.ion may have upon their in:nme tax 1.1Oki) illty. Financial Institutionn' Cont of carrying Tax Exempt Obligations Under the Interrnal Revenue Code of 1986, financial inatitutionn will he decried 100 percent of their interent expense deductions that are allocable, by formula, to tax-exempt obligations acquired after August 7, 1986; the former provision of the Internal Revenue Code of 1954 with respect to a 20 percent disallowance continues to apply wP h respect to tax-exempt obligations acquired on or before August 7, 1986. These provisions Are effective for tax yearn t)eginnlnq after December 31, 1986. A general exception to the 100 percent disallowance rule is provided for certain tax-exempt obligations that are not "private activity bonds" as defined in the Internal Revenue Code of 1986 (other than "qualified 501(c)(3) bonds") and that are issued by an issuer that reasonably anticipates to issue (together with its subordinate entities and authorities) not more than $10,000,000 of tax-exempt obligations in any calendar year. The exceptiolr will apply only if the issuer specifically 31 designates the issue as "qualified tax-exempt nbLigatiorIS" under Section 265 of the Internal Revenue Code of 1986 - The Notes have not been designated by the County as "qualified tax-exempt. obligations" for purposes of 7,Pcti0n 165 of the Internal. Revenue Code of 1986. Financial institutions purchasing or hoLding the Notes should consult their professional tAx advL90r.s to deter -Ln- the .effect upon their federal inr_ome tax liability of the interest expense disAILOwAnre related to hnlrling the N -A e . Property and Casualty insurance Company income Taxes tender the Internal Revenue Code of 1486, a reduction in the loss rest•rve deduction for property and casualty insurers is required t,� take account of the fact that deductible additions to reserves may come out of income not subject to federal income tax. In arl,iition, a portion of the dividends rereive1 ny a property An -1 casualty insurer attributable to tax-exempt inr•nme is not dednrt.ible by the reripient for fodorAL income tax purposes. The internal Revanvte Code of 1966 provides generally that t.hes. provisions are affective for tax years beginning after December' 31, 1986, An,l with t-spect to obligations arTttred after August 7, 1986. Fr,�t,t ty awl casualty insurers shnuld Consult their professionAl tax •Hv isors for a full explanation of the effect of these prnvini,,nn upon their income tax Liabllity. Nt)H ARBITRACK BOHDS The County has covenanted in the Resolutions with the purchasers of the Bonds and the Notes, as the case may be, that. it will make no use of the proceeds of the Bonds or the Notes, as the case MAY be, which, if such use had reasonably been expected on the date of issue of the Bonds or the Notes, as the CARP MAY be, would have caused the same to be "arbitrage bonds," and has further covenanted in the Note Resolution to comply with the requirements of Section 103 and 148 of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder from time to time, during the term of the Notes. officials of the County have executed a certificate concerning the use of the proceeds of the Notes in conformity with regulations issued under Sections 103 and 148 of the Code. 32 LITIGATION In the opinion of the County Attorney, no Legal proceedings are pending or threatened that materially affect the County's ability to perform Its obligations to the holders of the Notes or that materially affect the financial condittnn of the System. In the opinion of the County Attorney. there is no litigation or controversy of any nature now pending or, to the County's knowled(je, t:hrPatena,-i to terfttain or Pnjain the issuance, sale, Pxecution or riPllvery of the Not --,a or in any way contestinq the validity of the Notes or any pro,:e"rlInge of the County taken with respect to the authorization. .wale or ixssuAn-:P of said Notes or the plP<iga nr- applic;ition or any moneys provide -1 for the payment of the Notes. M I SCI( (AAi1F. IS The 1 e f er-PncPa to. and excret i-ts of. ALL 1 ). un$ntn referred to herein do not purport to 1,e complete ;stat m—nt.a r r the provisions of such documents, anti reference is direct.e,t to all Ruch documents for full and compiPt.P a,tatsmonts of all matters of fact relating to the Notes, the security for the payment of the Notes, and the rights and obligations of registered owners thereof. The information contained in this Official Statement ham been compiled from official and other sources deemed to be reliable and, while not q,rarantoed as to completenon" nr accuracy, in believed to be correct as of this date. Any at:atements made in this Official Statement involving matters of opinion or estimates, whether or not. so expressly stated, are met forth as such and riot. as representation of fact, and no representation is made that ally such estimates will be realized. Neither this tJffic:ial Statement nor any statement which may have been made verbally or in writing is tc> be construed an a contract with the holders of the Notes. AUTHORIZATION OF OFFICIAL. STATKKKRT The delivery of this Official Statement has been duly authorized by the Board of County Commissioners of the County. At the time of delivery of the Notes, the Chairman of the Board of County Commissioners and the County Administrator, acting on behalf of the County, will furnish a certificate to the effect that nothing has come to their attention which would lead them to believe that the Official Statement, as of its date and as of the 33 delivery of the Notes, containn An untrue statement of a material fart or omits to state a material fart_ which nhouid ba include -1 therein for the purponen for which the official Statarnent i9 Intended to hp used, or which is rv!censAr y to makr the ntAf--!M-nts9 contained therein, in the liriht of t:hn c.irr.um-t,anse. uni�r whi :lr they were made, not minleadlnrl. INDIAN R I V£. R COUN` f, F FOR I DA D,n (. Sturiock. Jr.. Chairman B,),grrl of county ce*xisaioners l: fiat t+�s F. Prticz�sn, t"n�inty A,imtnintrAr. ,p 34 APPENDIX A D£.FINITION. "Amort.iznt.!on It7stAlIMent, " with respect to Any Term Bands of A series, shall mean An amount or Amosints so designated which is or are established for the Tern Bonder of surh series, provided that the aggregate pr1nc1llA1 amount of such Installments and/or the AggregAte prinr:LpAl amount of the Fecieral .,eeurities, hereinafter defined, psrrchased with such LtistALlmentas, A:9 the case may be, for each maturity of Terms Ronde: of such serLess shall equal. the AggregAt.e prinr.ipai amount of earh maturity of Term Bonds of such series delivered on orLginaL issitan-e. "AnnuAl. Budd;et" shall meAn the AnnuAL Bulget adapted by the County purruant t.o 3er,tl.on 1.04(A) of the ori.rfinal Resolution. "Boar(i" rlhalI mean the BOAt"I of r'nitnty t::>m.ri.r ;Loners of the County. "Bondr." shall mean, eolleP:t.lvely, the Gifford Ponds. the WAt.er Revenue Bonds. ;nrlas 19,410 (.9-:)n_rth County WAtor System). dated September 30. 1982, Ansi the WAt.ar and Sowiltr Revenue Bonds, Series 1982, dater! April 70, 1F3HS. an -1 any obligatlons issued hereafter by the County, in:ludlnt r.he Sories 198+5 Bonds, pursuant to thn provlhions rf :,e:t.i,n 1.04(.1) of theOrlefinAl Resolution. „Bond ,.nrvir.e N• {ssit•merlt" f,�r any Porvl YoAr, as applied to the Nns{, s,t Any rrer Les, F.hALL most the num cif: O) `1110 amountter1111eeCi to p.Ay the tnt.erest boromtn-f due on Bnndei to wt1j,11 th. Bond Set"ILc:o Recistlroment talar.,; during the Bn11r1 YeAr, except. r.n t.hA extent that. such interest shall have been provided by payments into the Sinking Fund out of Bond procoerls for a specified period of time, and except an provided in (4) be Low; (2) The Amount required to PAY "o pt1n(:tpA1 `)f Set.'a1 Bonds maturing during the Bond Year; (3) The amount of Amortization Inst.Allments for Term Bonds required to be Clppositeci in the Bond Amortization Account during the Bond Year; and (4) Iti the event the county has purchased or entered into an agreement to purchase. Federal Securities from money in the Sinking Fund, then the income received or to be received on such Federal Securities from the date of acquisition thereof to the date of maturity thereof, shall be taken into consideration in calculating the payments which will be required to be made into the Sinking Fund. A-1 "Bond Year" shall mean the annual period ending on :. Bond principal or interest maturity or payment date. "Chairman" shall mean the Chairman of the Board. "Clerk" shall moan the (:terk of the C.Lrcuit. Co,rrt of Indian River Coont.y, Florida, ex officio Clerk of the Board. "C:onst:ruction Fund" means the special fund created under Section 3.03 of. the Boni Resolution. k "Cont", when used in corinection with the F'coject, means and includes all expenses necessary, appurtenant or Incidental. to the acquisi.t.ion an•I construction of the Project, including, without limitation, the cost of any land mr Interest therein or of any fixfmtes, e,luipment Or personal pr,,pert.y necessary or convenient- t-herefor-, the cost of labor and materialer to romplate such connt.ritction, engineering and legal expenses; fisr..al expenses; expensen for estiwstes of costs and of revenues; expenses for plans, specifications and surveys; interest during construction; r'pasonable reserves for debt service on the Bands; municipal bond Insurance premiums; repayment of interim financing with renpae:t to the Project; and administrative expenses related solPly to t.h" ac:gtlisition and construction of the Project. „Federal Securitlea" shall mann �rity direct obLig4t-Lona of, or obligations fully ,vsaronteed An t,', ;grin-ipal and Lrttereat hy, the United Staten of America, "Flsral Year" .shall mean the p'—t1 l :•,mmencinq on October 1 of each year anci r:t,rttlnirtut to .ted i.n•.turiinq the succeeding September. 30. "Gifford Bonds" shall mean the outstanding Water and Sewer Revenue Bonds, Series 1919, dated Atrclust 30, 1979, and Water and Sewer Revenue Bonds, Second Series 1979, dater! May 21, 1981, of the. County. "Government." ^hall mean the United `Mates of America, acting through the Farmers Nome Administration. U.S. Department of Agriculture. "Gross Revenues" shall mean all money received from rates, fees, rentals or other charges or income received by the County or accruing to it in the management and operation of the System, including Impact Fees, all calculated in accordance with accepted accounting methods employed in the operation of public water and sewer systems similar to the System. A-2 ""folder" means any Person who shall h-� the Registered Owner of any Outstanding Note or the properly qualified legal representative thereof. "Impact Fees" shall mean the fees or charges Lawfully Imposed by the County upon new customers of [ha System to finance all or a portion of the cost of additions. extensionr and Improvements to the °;ystem made necessary by the inclusion of such new customers. "Maximum Bond Service Rocpsirenent" shalt mean. as of any particular date of c.a}culation. the greatest am:ntnt.I)f aggregate Bond .^,ervic:e Relutre--entr for th-� than ccrrrent nr any future Bond Year. "Het R-olenlles" shall mean r:rn:-a Fevrn,ie Ifi_=;.n Csperatinr Expennen. N„t_es; R'ayment. hr�Fo,rr;t.” m-an:t the :^pe'Lal Zkcrcutnt created within the C,_,nstrur:tL,,n E"tnl. "1t},erat-fnq Expenses" !shall moan the current expsnees. paid or ac.crtted, for the operation. maintenance and repair of all facilities of the System, as calculated in accordance with accepted ac,7ountin,7 methods, and shed include, without lisaittnq the generality ,f thy* f0ro901119, insuranE:e premiums. ndminfatrative exfion nT of the County related $olely to the Syakem, lot>•ir, r „tst of materials and supplies used for su,:h o{serat inn asst (:hargos f,,t the accumulation of appropriate t•enerven for c,•uetent pApensoo not annually recurrent but whL,:h are nuc:h an may reasonably be expected to he Incurred in accordance with such accepted accounting methods, but shall exclude fsayments into the Sinking Furvi or the Reserve Account therein and any allnwanc.e for depreciation of for renewals or replacement., of capital assets of the ,;ystem. "pperat:ion and Maintenance Fund" shalL mean the account created pursuant to the provisions of Sec.tlon 3.04(t)} of the Original Resolution for the. ptitpor;e of teceivincl funds transferred from the Revenue Fund Cor the payment of Operating Expenses. "Ottte;ttulcfing° mean,, with reference to Notes, as of any particular time, all the Notes executed, authenticated, issued and delivered under the Note Resolution; provided, however, that such shall not include, in any case: A. Notes cancelled at or prior to such time; B. Notes for payment of which funds shall have been deposited with the Paying Agent and which shall have matured A-3 by their express terms but which shall not have been surrendered for payment; C. ti, tes in substitution for which other klotrs ahatl have been authenticated and dnI.ivered ptIrsuAnt to provision, hereof; D. Notps for reder.ptinn nc payment of which funds then shall be held by th, Paying Ascent, or then shall have bpPn provided for in the manner sprr,ifir-1 In Sub.sec.tion ?D of the Note F?eFnitrr,ion: provides, however, that notire of such redemption, 1f appl.icahlp, :shall have bApn .;Lvpn or provision sattara;tnry to the Paytn,_l A ,rnt snaL[ h -iv#! t,epn made therefor or written war.vers of such nor-ir.p .=h ll. have bPPn tn':eivert a.r; hAr.pin; an: -1 F:. tlotr, whtch shall have barn E,urfhas4,s .ancl F,.aid far by t.hr County �r by the Paying Arent in behalf of the CTouri but: "hic:h shall. not: havo Aeon drl.ivrrr-1 for arerp[lation of destruction. Tkrp foragoirul, h:,wever. is sut,jpc:t to the con-lit.Lorr, that. for 1."PE 7)nes of rnferpnnR to Molders r,f a FIA rtler.rlar perc:pntag� of Notes t;hprr .shall bo 4xr.[ttip,3 F1',tr. If any, het,l by the County. "Payinq Agent" steam a bank Ln t.ttp Act as 'A1inttar and paying agent, and wtsL�gh .t:ttgLL sign Fre thn authot izerl depository for the Construe:t inn Fosn I. "Person" mranb an Indivt.diral, a partnership, art association, a cozW-)"at.ton, A joint strvk company, a trrr=:t. Att unincorporated assoclat.lon, a governmental body, a political subdivision, a municipality, a munl(:ipaLity autktority nc rty Other group or entity. "Record L)at.e" means the fifteprith (15th) day ttext. preceding each :interest payment date on the Notes. "Registered Owner" means a Persnrl in whose name any Note shall be registered by the PaYinq Agent on books of the County to be kept for that purpose in accordance with provisions of the Note Resolution and of such Note. "Renewal and Replacement Fund" shall mean the Account crested pursuant to the provisions of Section 3.04(E) of the Original Resolution, into which Gross Revenues shall be deposited for the purpose of financing renewals and replacements to the System. A-4 "Revenue Fund" shall mean the account created pursuant to the provisions of Section 3.04(8) of the Original Resolution, into which all. Gross Revenues shall be deposited by the County. "Serial Bonds" shall mean any Snndn for the payment of the principal of which, At the maturity thereof, no flied mandatory sinking fund or bond redemption deponits are rvTiira*=S to be made prior to the 12 month period lmmedlateLy pre ending the stated date of, maturity of such Serial Bondn, Sinking Fund" shall mean the acro"nt *reat:e-1 parsuant to Section 3.04(1:) of the Original Pesol"non, into which money shall be trannferred from the Revenue Fund for the payment of the principal of and interest on the Honla. ':tate" means the State of Florida. "Term Snnds" shall mean the Snnls of a serLes, mEL M which shall l;e stated to mature nn one WR anI which :shall be subject to retirement by operratl.Frn of the Hand Amorttzattnn Account. A-5 APPEMIX B FORM OF OPINION OF BOND COUNSE1, We have acted an Bond Counsel in cnnnAr.tion with the authorization, ir,suanc.e and sale of the Water anrf newer Revenue Bonds, f;er.ies 1986, Ant.iclpation Notes, dated as of December 1. 1997, in the maximum ny3r-!gnte principal Amnunt not to emceed $9,200,000 (the "Notes"), of Indian Rtv.er r•)unty, Florida (the "County"). The Notes are inM11!i p+arsuant to the Constitution ani laws of the State of Florida, partieailarly 5e,:tion 215.431, FL -1. ;tat. (1985), and a Resol,ition No. 86_36, cf,cly adopted by the Board of County Commissioners (the "Board") of the County. on June 18, 1984, as amended and supplemented by a Resolution No. 87 duly adopted by the Board on _ . 1987 (collectively the "Resolution"), and other applicable provisions of law. Under the Resolution, Florida Natlonal Bank, a national banking association with its principal corporate trust office at Jacksonville, Florida (the "Paying Agent"), has been appointed as paying agent: for the Notes. The Resolution contains covenants of the County to comply with previsions of the Internal Revenue Code of 1988, as amended (the "C(A*"), and applicable regulations promulgated thereunder, inter alfa, to preserve the federal income tax exemption of the interest on the Notes. The County, pursuant to power and authority vested in it by law, has determined to undertake the acquisition and construction of additions, extensions and improvements to the System (hereinafter defined), pursuant to authorization contained in the Resolution, in accordance with certain plana and specifications on file with the Board; all of which underta►ktngs. together with any changes, modifications or alterations thereof. approved in the manner provided in the Resolution, herein are referred to as the "Project". The facilities contemplated by the Project, together with all appurtenant facilities and properties that the County has acquired or hereafter shall acquire in connection with the combined water and sewer facilities of the County, and together with any and all improvements, extensions and additions thereto hereafter constructed to acquired, herein are referred to as the "System". The Resolution provides, inter alis, that the proceeds of the Notes, together with other money made available for the B-1 purpose, are to be used for the purpose of providing funds for and toward: (i) payment of all costs and expenses of issttanca of the Notes; (ii) payment of certain c.onts And expenses of the Project; And (iii) establishment of necessary fttn:ia, alt As more fully provided in the Resolrrt:lon. The Notes shAII not: r_onstit:,rte A cienerA obl.igation of the County, and the holders thereof shall never- have the right to rerl;tire or compel the exercise of the power of the County to levy ad valorem taxes for the payment of the prin ip�iL of And interest on the Notes. As Hotrod Counsel, we have @Xaminecl, .among nt.iler t.hi;ulz: certified copies of certain pl-oceadings of the P—It' l with re -P -7t to the Notes and the validation proceedings tharefnt in the Circuit Court of the Nineteenth Judicial Citcuit.,af FL"r1d4, it' and for lndtAn RivetCnunt.y, and Other proofs submitted t:o "A which ar'e r-,^tevAnt- t., the issuance and sale Of the Notel A certified c:npy of r -he Resotrttion: certain documents rerril—A by the Resolution to he furnished as ronditions precedent to issuance And delivery of the Notes: an affidavit of no litigation; a non arbitrage certificate „t the County: Anclrisual and required cioslnq affidavits, «:ertificatee and documents. We also have examined A specimen ,,f the Note executed in the mannec required by the Resolution. and Assrxate that, as required t,l tl,A Rerolution, All notrea have been similarly executed, will t- issued in regintereri form and will be Authenticated i,y the F'Ayitvi Anent. As to questinns of fact mAt.erial to our optntc,n, we have relied upon the certified pro,:„edings and other certifications of public officials furnished to us without undertaking to verify such facts by independent Invest.icgation. Based on our examirlatian Anl assuming investment. Ani application of the proceeds of the Notes as set forth in the aforementioned non -arbitrage certificate, assuming that the Notes will remain in registered form as required by the Resolution. and assuming continuing compliance by the County with the aforementioned covenants pertaining to the Code, we are of the opinion that: 1. The County has power to issue the Notes, to own the System, to undertake the Project, and to operate and maintain the System. 2. The Resolution has been duly adopted by the County and is a valid and enforceable instrument. 3. The principal of and interest on the Notes are payable from and secured by a prior lien upon and pledge of the B-2 proceeds to be derived from the wale of the Bonds, as that term is defined in the Resolution, or the sale of bond anticipation notes issued to extend and renew the indebtedness, evidenced by the Notes. 4. Interest on the Noten 1 exempt fron taxation undor the laws of the Mata of. Florida, except e.tate taxes an•f tares imposed by Chapter 7.7.0, Florida StAtut.es, nn interest, income or profits on debt obligations owned by �orporAticns, banks and savings associations. r . T7tie Plnt,es aKe not pre:.entLy "Azbitra,)e b,niw (or notes)" ars described in ection 103(Y,)(2) and .Se lien 144 elf the Code And Applicable re,pil.attons pr—m,ilgAted r.heressn9er. f,. interest on the Notes, l.w exempt, under present statutes, req,ilAt.ions And decisions, from present fedetaL income tarts; provided, however, that such exemption does rl,t extend to corporations required to include such interest in the r.alrulatlon and payment of alternative minimum taxes imposed une(er the Code or to corporationn, that are re,:Iuirsd to include such interest in the c'A1cuI.At.1011 and payment of the "Environmental Tax" under ect.lon `,')A •,f the Code or to certain foreign corp -,rations doing business In r.hp United Staten of America that are subjert to A branch prof t t.at tax lmpo"d under S*Ctlon 880 of the Code. Further, int«rpat on tlip Notes is not an item of taX Prefpreru-e for purpomps „f CAICul At Ing federal sit-rnative minimum rAxpa imposed on indlvt,titAlsi ,ind ,e ri',ncnr.ie',rt:r. It it to t,e sinderttto,,et that rights or holders of Notes Alp] the of the NG�tes and of the Resolution may be subj .ct to hankruptcy, insolvency, reorganization, moratorium and other similar lawn Affecting creditors' rights heretofore or hereaft:p.r- enAct.ed And that their enforcement may b+t subject to the exerr.iwp of ju,iir:tal discretion in accordance with q ne rAC principles of equity. Very truly yours, RHOADS - S1MON By: B-3 „Gr,EIIWrU'C s&Soa 1nG December p �- 1987 County of Inrli.an River, Florin? 1.840 25th street Vero Reach, F'l, 17960 +un rbni aeik/we-Ark.tn KjW $01 Laurd OWA Lone, Suite NN N,p n. Ft ))%) to M -:rig Re: x9,200,000 IniiAn Rtver CouOt:y, F'Iorl tn__ 't Water and S,A*d+r Pivenu” Hong-., `,=riser 1?,4r,, I.adiess and rentlemrn: In c:onno�ction with rho prnp,n:sed Issue by Indian River Costnty, Florida (th<, "Cnnnty") of $9,700,000 principal amount of Indian River. Cnisnty, Florida Nater and sewer Revenue Benda, "erien 1986, Ant .ic.Ipati<on ttote:s, (the "Notes") A. G. F,dward I. ';onrs, Ine:, and Paynen i Jn"a i Associates, Inc. (the "un,P-rwrit:nr..s") iro to underwrite a public Offerinry of the Note!:. Arran p.,+ent.n for underwrlt.tnl t.hp Bonds will ineludn :i Note F'urc:hone Agrsement botwe.en the County and the Underwr I to 1.!;. 'I'he purpo:ne of t.hirs Lotter IT; to furni::h, pursuant to trip provisions or .'.r,,.:t..ton 21A.1s15(4), Florid,% Statutes, as amended, certain Information In renprct or the arrangements contemplated for the undotwritinrt of the Nnten an follow:;: (a) The nature and estimated amounts of expenses to he incurred by the Underwriters in connection with the purchase and renffe.ring of thn Notes are not forth in Schedule I att•:iched hereto. (b) No person has entered into an understanding with the Underwriters or, to the knowledge of the Underwriters, with tho County for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or Implied, to act solely as an intermediary between the County and the Underwriters or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Notes. (c) The underwriting spread (i.e., the diffe- rence between the price at which the Notes will be initially offered to the public by the Underwriters(/OL% of the principal amount) and he rice to be paid to the County for the Notes (J:?. 17 � of the principal amount), exclusive of accrued interest in both cases) will be,., of the principal amount of the Notes. FXH(9Ii "(� 0 i 4GEwMvd's&Srm /m: County of Dian River, Florida December Q'yi 1987 Page 2 0 (d) No other fee, bonus or c,ther compensation in estinated to be Paid by the Underwr Lters connection with thf! issuance of. tha Notes to any person not regularly employed or retained by the Underwriters, except a4 viper,ifLoaLLy enuserated an expenses to be Incurred by the Undsrxritern as set forth in para-lranh (a) above!. (e) 'Ihe name and address nf ea,.h of. t.h4 Unrterwr.Iter=: are set forth in ;.r:he<lt11.e CI attach=!d hereto. We understand that you do not rf!,IuIr-, Amy further dinrJogure from the Underwrltr=: tl,xt 218.38;(•:), FLnrida Statutes. Very truly yours, A. G. M4ARDS i SONS, INC. RAYMMM ,TAME:; A Af; OCTATEtS, INC. EXPENSE, REI.ATIIIG TO: $9,200,000 INDIAN RIVER CCAJNI"1, FLORIDA WATER AND 9EWEft iwiatiliF SERIFS 1986, ANTICIPATION VC-ir : l%�G Al r'r9►�Lr' (3 �*l z cJT R�- Schedule I i oe, o 1 600