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HomeMy WebLinkAbout1988-040RESOLUTION 88-40 A RESOLUTION AMENDING AND SUPPLEMENTING RESOLUTION NO. 84-48 OF INDIAN RIVER COUNTY, FLORIDA, ENTITLED: "RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $2,050,000 IMPROVEMENT BONDS, SERIES NO. ONE, OF INDIAN RIVER COUNTY, FLORIDA, TO FINANCE THE COST OF THE ACQUISITION AND CONSTRUCTION OF CERTAIN WATER DISTRIBUTION IMPROVEMENTS TO THE COMBINED WATER AND SEWER SYSTEM OF THE COUNTY; PROVIDING FOR THE RIGHTS OF THE HOLDERS THEREOF AND PLEDGING FOR THE PAYMENT THEREOF THE PROCEEDS FROM SPECIAL ASSESSMENTS LEVIED, AGAINST PROPERTY SPECIALLY BENEFITED BY SUCH IMPROVEMENTS; AND PROVIDING AN EFFECTIVE DATE". BY CHANGING CERTAIN INTEREST RATE, PAYMENT, REDEMPTION AND FLOW -OF -FUNDS PROVISIONS APPLICABLE TO THE SERIES NO. ONE BONDS AND MODIFYING SUCH BONDS ACCORDINGLY; AND BY ESTABLISHING CERTAIN PROVISIONS REGARDING: (1) COMPLIANCE WITH APPLICABLE FEDERAL INCOME TAX LAWS, (2) ASSIGNMENT OF THE SERIES NO. ONE BONDS, BY THE CURRENT HOLDER THEREOF TO THE PURCHASER THEREOF, (3) APPLICATION OF THE FUNDS PAID BY SUCH PURCHASER, (4) EXECUTION AND DELIVERY OF, AND PERFORMANCE BY THE COUNTY OF ITS OBLIGATIONS UNDER, ALL CLOSING DOCUMENTS REQUIRED IN CONNECTION WITH THE SUBJECT TRANSACTION, AS APPROVED BY BOND COUNSEL, AND (5) SATISFACTION BY THE COUNTY OF ANY OTHER REQUIREMENTS, AS APPROVED BY BOND COUNSEL, .IMPQ$ED _BY THE PURCHASER OF THE SERIES NO. ONE BONDS IN CONNECTION WITH CONSUMMATING THE SUBJECT TRANSACTION; AND PROVIDING -T 3 EFF4W.TIVE DATE HEREOF. BE IT RESOLVED BY THE BOARD OF COb4TY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA THAT: ARTICLE 1 AUTHORITY FOR RESOLUTION. This Resolution (hereinafter, the "1988 Amending Resolution") is adopted by Indian River County, Florida (the "County") pursuant to the provisions of Chapter 125, Florida Statutes (1987), as amended, Ordinance No. 83-46 of the County, including the applicable provisions of Chapter 170, Florida Statutes, incorporated therein, as amended by Ordinance No. 84-51 of the County (collectively, the "Authorizing Ordinance"), and other applicable provisions of law. ARTICLE 2 DEFINITIONS. All terms and phrases used herein shall have the meanings ascribed to them in the Series No. One Resolution, as hereinafter defined, except as otherwise specifically provided herein. ARTICLE 3 FINDINGS. It is hereby ascertained, determined and declared that: 3.10. The Board of County Commissioners of Indian River County, Florida (hereinafter, the "Board"), on July 11, 1984, duly adopted Resolution No. 84-48 entitled: "RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $2,050,000 IMPROVEMENT BONDS, SERIES NO. ONE, OF INDIAN RIVER COUNTY, FLORIDA, TO FINANCE THE COST OF THE ACQUISITION AND CONSTRUCTION OF CERTAIN WATER DISTRIBUTION IMPROVEMENTS TO THE COMBINED WATER AND SEWER SYSTEM OF THE COUNTY; PROVIDING FOR THE RIGHTS OF THE HOLDERS THEREOF AND PLEDGING FOR THE PAYMENT THEREOF THE PROCEEDS FROM SPECIAL ASSESSMENTS LEVIED, AGAINST PROPERTY SPECIALLY BENEFITED BY SUCH IMPROVEMENTS; AND PROVIDING AN EFFECTIVE DATE". (hereinafter, the "Series No. One Resolution"). 3.20. Florida National Bank, ,'acksonville, Florida (hereinafter, the "Holder" or "Florida National"), is the Registered Owner of all of the outstanding Bonds, in the aggregate outstanding principal amount, as of the date hereof, of $430,000. 4110 3.30. The Holder has agreed to sell and assign, without recourse, or otherwise transfer the ownership of, all of the Bonds outstanding on the date of assignment (hereinafter, the "1988 Closing Date") to Ford Motor Credit Company (hereinafter, the "Purchaser"), upon the Holder's receipt of immediately available funds in an amount equal to the aggregate outstanding principal amount of Bonds as of the 1988 Closing Date (hereinafter, the "Principal Amount"), plus accrued interest thereon to such date, in accordance with the original terms of the Bonds (hereinafter, the "Interest Amount"). 3.40. The Purchaser has agreed to purchase all of Bonds outstanding on the 1988 Closing Date, at a lower effective interest cost to the County, in accordance with the terms and provisions of that certain Memorandum of Purchase attached hereto as Exhibit I (hereinafter, the "Commitment") and made a part hereof, by (A) paying the Holder, in accordance with Article 3.30, the Principal Amount, in exchange for the Holder's assignment of the Bonds to the Purchaser; (B) on or prior to the 1988 Closing Date, consenting and agreeing in writing to certain modifications and amendments to the Bonds and the Series No. One Resolution, as set forth herein; and (C) on the 1988 Closing Date, providing such written assurances of the same and any related closing documents as are reasonably required by bond counsel for the County (hereinafter, "Bond Counsel"). 3.50. The County has made provision to pay to the Holder, on the 1988 Closing Date, the Interest Amount. 3.60 All moneys on deposit or deposited, from time to time, in the Construction Fund with respect to the Project have been properly expended to pay allowable costs of the Project, in accordance with the Series No. One Resolution, and there are no funds remaining in the Construction Fund or anticipated to be deposited therein, as of the date hereof. 3.70 The County has made the following principal payments and prepayments with respect to the Bonds: 01.02-86 05-05.86 10-31-86 04-29-87 05-01-88 1988. Amount of Principal Payment $324,539.90 275,460.10 350,000.00 480,000.00 190,000.00 Principal Balance After Payment $2,050,000.00 1,725,460.10 1,450,000.00 1,100,000.00 620,000.00 430,000.00 3.80. The County has paid all interest on the Bonds through May 1, 3.90. It is, therefore, necessary and desirable to adopt this 1988 Amending Resolution to amend and supplement the Series No. One Resolution with regard to certain interest rate, payment, redemption and flow -of -funds provisions applicable to the Bonds; to modify such Bonds accordingly; and to establish certain provisions regarding: (i) compliance with applicable federal income tax laws, (ii) assignment of the Bonds by the Holder to the Purchaser, (iii) payment to the Holder of the Principal Amount and the Interest Amount, (iv) execution and delivery of, and performance by the County and the Purchaser of their respective obligations under, all closing documents required in connection herewith, as approved by Bond Counsel (hereinafter, the "Closing Documents"), and (v) satisfaction by the County and the Purchaser of any other requirements, as approved by Bond Counsel, with respect hereto. The transaction contemplated hereunder is hereinafter referred to as the "1988 Transaction." ARTICLE 4 AMENDMENTS TO SERIES N0, ONE RESOLUTION. The Series No. One Resolution is hereby amended, as follows: 4.10. Section 2, beginning on page 1, shall be modified by (A) changing the definition of "Bond Registrar", appearing in 2.E., from "Florida National Bank, Jacksonville, Florida" to "Ex -Officio Clerk of the Board or such financial institution as may, from time to time, be appointed by the Board of the County"; and (B) adding the following definition immediately after definition K. "K(1). "Resolution" shall mean this resolution as amended and supplemented from time to time as permitted hereunder." 4.20. Section 5, beginning on page 4, shall be modified by (A) inserting in the eleventh (11th) line of the first paragraph thereof, after the words "and shall bear interest", the words "prior to the 1988 Closing Date"; (B) inserting in the thirteenth (13th) line of the first paragraph thereof, after the word "installments", the words "applicable on and prior to the 1988 Closing Date"; and (C) adding after the first paragraph thereof, the following new paragraph: "From and including the 1988 Closing Date, the Bonds shall bear interest at the rate of 8.478 per annum, payable on May 1st of each year thereafter until maturity. The amortization installments applicable after the 1988 Closing Date, in lieu of those applicable on and prior to the 1988 Closing Date, are hereby established for the Bonds as $47,777.78 each year, to and including the maturity date, and such Bonds, as will be selected by lot, shall be deemed to be due on May 1 of each year. In the event of any optional partial redemption of the Bonds, the remaining principal amortization installments, as specified above, shall be reduced proportionately, so as to maintain an amortization schedule providing full amortization with equal annual principal installments the last of which shall be due on May 1, 1997." 4.30. Section 11, beginning on page 9, shall be amended by (A) adding, at the beginning of the second (2nd) paragraph thereof, before the word "principal", the words "On and prior to the 1988 Closing Date, pursuant to the provisions of Section 5 hereof", and (B) adding, at the end of the second (2nd) paragraph thereof, after the words "redemption price", the following: "After the 1988 Closing Date, pursuant to the provisions of Section 5 hereof, Bonds or portions thereof, in an aggregate principal amount equal to that specified in Section 5 hereof, shall be redeemed on May 1st of each year, in accordance with Section 5 hereof, or shall be purchased in the open market at a price not to exceed such redemption price." 4.40. Section 12, beginning on page 10, shall be modified by inserting, at the beginning of such Section, the words "Prior to the 1988 Closing Date", and inserting, at the end of such Section, the following: "On and after the 1988 Closing Date, the text of the Bonds, the validation certificate and the certificate of authentication thereon shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this resolution or any subsequent resolution adopted prior to the issuance thereof, or as may be necessary to comply with applicable laws, rules and regulations of the United States and the State of Florida in effect upon the issuance thereof: No. UNITED STATES OF AMERICA STATE OF FLORIDA INDIAN RIVER COUNTY IMPROVEMENT BOND, SERIES NO. ONE 8.478 PER ANNUM DUE MAY 1, 1997 $ DATED: , KNOW ALL MEN BY THESE PRESENTS, that Indian River County, Florida (hereinafter called "County"), for value received, hereby promises to pay to the order of , or registered assignees, on the date specified above, solely from the special funds hereinafter mentioned, the principal sum of DOLLARS upon the presentation and surrender hereof at the office of the Ex -Officio Clerk of the Board of County Commissioners of the County, or such financial institution as the Board of County Commissioners of the County may from time to time appoint, as paying agent and bond registrar (hereinafter called "Bond Registrar"), and to pay interest thereon from the dated date of this bond or from the most recent interest payment date to which interest has been paid, whichever is later, until payment of such sum, at the rate per annum set forth above, payable on May 1, 1989, and annually thereafter on the first day of May of each year, by check or draft mailed to the registered owner at his address as it appears on the registration books of the Bond Registrar on the fifteenth day of the month preceding the applicable interest payment date. Both principal of and interest on this bond are payable in lawful money of the United States of America. This bond is one of an authorized issue of bonds, in the original aggregate principal amount of $2,050,000 (the "Bonds") originally issued, authenticated and delivered by the County on September 25, 1984 to finance the cost of the acquisition and construction of certain water distribution improvements to the combined water and sewer system of the County (hereinafter called the "Project"), under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Florida Statutes, as amended, Ordinance No. 83-46 of the County, as amended and supplemented, the applicable provisions of Chapter 170, Florida Statutes, as amended, incorporated therein, and other applicable provisions of law, and Resolution No. 84-48 duly adopted by the Board of County Commissioners of the County on July 11, 1984, as amended and supplemented (hereinafter called the "Resolution"), and is subject to all the terms and conditions of the Resolution. This bond is payable solely from and secured by a prior lien upon and a pledge of the proceeds of special assessments levied against benefited property to finance the cost of the acquisition and construction of the Project, and the interest and penalties on such special assessments (hereinafter collectively called "Assessments"). The Assessment liens upon benefited property may be released upon deposit with the County of Federal Securities, as defined and provided in the Resolution. It is expressly agreed by the registered owner of this bond that such registered owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the County for the payment of the principal of and interest on this bond or the making of any other payments specified by the Resolution. It is further agreed between the County and the registered owner of this bond that this bond and the obligation evidenced thereby shall not constitute a lien upon any other property of or in the County, but shall constitute a lien only upon the Assessments in the manner provided in the Resolution. This bond may be transferred only upon the books of the County kept by the Bond Registrar upon surrender thereof at the principal office of the Bond Registrar with an assignment duly executed by the registered owner or his duly authorized attorney, but only in the manner, subject to the limitations and upon 4 payment of the charges, if any, provided in the Resolution, and upon surrender and cancellation of this bond. Upon any such transfer, there shall be executed and the Bond Registrar shall deliver, a new fully registered bond or bonds, payable to the transferee, in authorized denominations and in the same aggregate principal amount, series, maturity and interest rate as this bond. In like manner, subject to and upon the payment of such charges, if any, the registered owner of this bond may surrender the same (together with a written authorization for exchange satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney) in exchange for an equal aggregate principal amount of fully registered bonds in authorized denominations and of the same series, maturity and interest rate as this bond. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this bond exist, have happened and have been performed in regular and due form and time as required by the Constitution and laws of the State of Florida applicable thereto. This bond is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida. On May 1, 1989, and on each November 1 and May 1 thereafter, after providing for the payment of interest on the Bonds on the next annual interest payment date and principal on the Bonds on the next mandatory amortization installment due date, the County shall, from money on deposit in the Improvement Fund, Series No. One, created and established by the Resolution, redeem the Bonds, or portions thereof, at a price of par and accrued interest to the redemption date, to the extent necessary to exhaust the Improvement Fund as nearly as may be practicable. On May 1, 1989, and on each May 1st thereafter through and including May 1, 1997, the County shall make mandatory amortization installments, to redeem, at par, with accrued interest thereon, such portions of the Bonds as required by the Resolution, such bonds or portions thereof to be redeemed to be selected by lot in accordance with the Resolution. In addition, this bond shall be redeemable at any time, at the option of the County, in whole or in part, at the price of the principal amount hereof being redeemed, plus accrued interest thereon to the date of redemption. Notice of redemption shall be given in the manner provided in the Resolution. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of authentication hereon shall have been executed by the Bond Registrar. IN WITNESS WHEREOF, Indian River County, Florida, has issued this bond and has caused the same to be executed by the Chairman of its Board of County Commissioners and attested and countersigned by the Clerk of the Board, either manually or with their facsimile signatures, and the corporate seal of the Board, or a facsimile thereof, to be impressed, imprinted or otherwise reproduced hereon, all as of , (SEAL) ATTESTED AND COUNTERSIGNED: Ex -Officio Clerk, Board of County Commissioners INDIAN RIVER COUNTY, FLORIDA By: Chairman, Board of County Commissioners CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR This bond is one of the within described Bonds. Date of Authentication: Ex -Officio Clerk, Board of County Commissioners, as Bond Registrar VALIDATION CERTIFICATE This bond is one of the series of bonds of Indian River County, Florida which were validated and confirmed by judgment of the Circuit Court for Indian River County, Florida, rendered on August 3, 1984. By: Chairman, Board of County Commissioners STATE OF FLORIDA COUNTY OF INDIAN RIVER I, the undersigned, Ex -Officio Clerk of the Board of County Commissioners of Indian River County, Florida, hereby certify that the aggregate amount of special assessment liens levied, unpaid and not delinquent as of the dated date of this bond, the proceeds of which are pledged to the payment of the Improvement Bonds, Series No. One, of the County, of which this bond is one, are at least equal to the outstanding aggregate principal amount of said Improvement Bonds, Series No. One, of the County. Ex -Officio Clerk, Board of County Commissioners The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIF MIN ACT - (Cust.) Custodian for (Minor) under uniform Gifts to Minors Act on (State) Additional abbreviations may also be used though not in list above. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE the within bond and does hereby irrevocably constitute and appoint as his agent to transfer the bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature guaranteed: (Bank, Trust Company or Firm) NOTICE: The signature to this assign - meet must correspond with the name of the registered owner as it appears (Authorized Officer) upon the face of the within bond in every particular, without alteration or enlargement or any change whatever. PARTIAL REDEMPTION PAYMENTS Authorized Officer Principal Balance of of Bond Payment Date Amount Paid Principal Unpaid Registrar 4.50. Section 15, beginning on page 17, shall be modified by: (A) deleting, in Section 15.A., the words "with Florida National Bank, Vero Beach, Florida,"; (B) deleting 11(1983)" from the sixth (6th) line of the second (2nd) paragraph of Section 15.A.2., beginning on page 18, and substituting 11(1987)" in its place; (C) (i) inserting, after the words "issuance of the Bonds" appearing in the fourth (4th) line of Section 15.1., beginning on page 21, the words "or the 1988 Closing Date, as the case may be," (ii) inserting, after the word "Code" appearing in the fifth (5th) line of Section 15.I., the words "of 1954 or 1986, as the case may be, as amended and supplemented (referred to herein as the "Internal Revenue Code" or the "Code")", (iii) inserting, after "Section 103(c)" appearing in the seventh (7th) line of such Section 15.I., the words "or Sections 103(b) and 148, as the case may be", and (iv) inserting at the end of such Section, after the word "Service", the following: "The County will comply with all requirements of applicable provisions of the Code, including, without limitation, the applicable provisions of Section 1.103-13, 1.103-14 and 1.103-15 of the applicable regulations heretofore published in the Federal Register and with the applicable provisions of any other regulations hereafter published." 4.60. Section 2, beginning on page 1, shall be amended by adding thereto the capitalized terms that are defined in the 1988 Amending Resolution. ARTICLE 5 AUTHORIZATION AND CONSUMMATION OF THE 1988 TRANSACTION. The 1988 Transaction is hereby authorized. The Chairman and Ex -Officio Clerk of the Board and the proper officers of the County are hereby authorized and instructed by the Board to enter into, execute, seal and deliver, on behalf of the County, such documents, certificates and agreements as are approved by Bond Counsel and are required in connection with the negotiation, commitment and consummation of the 1988 Transaction including, but not limited to, the Commitment, Bonds and the Closing Documents. ARTICLE 6 DELIVERY OF BONDS. The County hereby acknowledges and agrees with the Purchaser that the County will cause to be delivered to the Purchaser, upon receipt of all outstanding Bonds, as originally issued, Bonds reflecting the modifications and amendments made by the 1988 Amending Resolution, in substantially the same form and substance as set forth in the 1988 Amending Resolution. ARTICLE 7 SEVERABILITY OF INVALID PROVISIONS. If any one or more of the provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such provisions shall be null and void and shall be deemed separable from the remaining provisions and shall in no way affect the validity of any of the other provisions hereof. ARTICLE 8 REPEALING CLAUSE. Any and all prior resolutions and other actions of the Board, or parts thereof, in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. ARTICLE 9 EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. 9 The foregoing Resolution was offered by Commissioner airA who moved its adoption. The motion was seconded by Commissioner ? and, upon being put to a vote, the vote was as follows: i' Chairman Don C. Scurlock, Jr. Vice Chairman Gary C. Wheeler Commissioner Richard N. Bird - Ryzc Commissioner Margaret C. Bowman -Aye Commissioner Carolyn K. Eggert - A,pa i The Chairman thereupon declared the Resolution duly passed and adopted this 28th day of June, 1988. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA ATTEST: By C -- Don C. Scurlock, Jr. Chairman i Freda Wright,�% Ex -Officio Clerk "i (SEAL) APPROVED AS TO FORM AND LEGAL SUYFIGIENCY: Charles P. Vitunac, County Attorney First Union Ni- tional Bank of Florida P.O. Box 2080 JacksonvOle. Florida 32231.0010 904.361.2265 MEMORANDUM OF PURCHASE TALC EXEMPT BONDS $434,000 Outstanding Principal Amount Improvement Bonds, Series No.l Issued September 25, 1984 $2,797,675 Outstanding Principal Amount Improvement Bonds, Series No. 2 (Issued January 25, 1985) Indian River County, Florida June 23, 1988 Board of County Commissioners of Indian River County Florida c/o Mr. Joseph A. Baird Director of OMB Indian River County Vero Beach, Florida Dear Mr. Baird: First Union National Bank of Florida (the "Bank") is pleased to advise you that, subject to the terms and conditions, hereinafter set forth and acceptance and approval thereof, as evidenced by the execution of this agreement on behalf of Indian River County (the "Issuer") by the Chairman of the Board of County Commissioners. The Bank hereby agrees to accept for purchase the above-described Bonds of the Issuer (the "Bonds"), at the price, bearing interest at the rate and having such other terms and provisions as specified in the respective bond resolutions of the Issuer, except as otherwise specified in Exhibits A and B hereto, on behalf of one or more accredited institutional investors (the "Purchaser") represented by the Bank. The closing (the "Closing") shall be held on or about June 28, 1988, at the above offices of the Issuer, or at such other time and/or other place as shall be mutually agreeable to the Issuer and to the Bank. At the Closing, the Purchaser shall make payment with respect to principal for the Bonds in clearinghouse funds and shall execute and deliver such Closing Documents as reasonably required by Bond Counsel upon assignment and delivery of the Bonds to the Purchaser and the delivery to the Purchaser of all the Closing Documents. The Closing Documents shall include the following, each properly EXHIBIT I executed, certified or otherwise verified, dated as of the date of the Closing, and in such form and quantity as shall be satisfactory to Bond Counsel ("Bond Counsel") and the Purchaser: 1. Certified copies of the Issuer's Ordinance No. 83-46 and Resolutions No. 84-48 (Series No. 1) and 85-36 and 85-62 (Series No. 2) authorizing issuance of the Bonds including any amendments and supplements thereto (the "Resolutions"), and its minutes authorizing the Issuer's execution and delivery of this agreement, all as may be amended and supplemented. 2. Customary closing certificates, including those confirming that there is no litigation pending or, to the Issuer's knowledge, threatened (either in state or federal courts) to restrain or enjoin the assignment to the Purchaser, or the modification of the Bonds or the collection of the special assessments pledged to pay the principal of the interest on the Bonds (the "Special Assessments") or in any manner questioning the proceedings or authority under which the Bonds are issued or affecting the validity thereof or of any provisions made or authorized for their payment or affecting the existence of the Issuer or the title of its present officers or any of them to their respective offices, or contesting the validity of this agreement, and such other closing certificates as shall be reasonably requested. 3. The approving opinion of Bond Counsel, addressed to the Issuer and Purchaser and dated the date of the Closing satisfactory to the Purchaser. 4. Counsel to the Purchaser, Foley & Lardner (or any other firm selected by the Purchaser) must be satisfied with all closing documents. 5. An opinion of the Issuer's Counsel, addressed to the Issuer, to Bond Counsel, to the Bank and to the Purchaser and dated the date of the Closing, to the effect that the assignment and modification of the Bonds, under circumstances contemplated hereby, do not and will not in any material respect conflict with or constitute on the part of the Issuer a breach of or default under any existing law, regulation, court order or consent decree to which the Issuer is subject; and that no litigation or proceeding is pending or, to the best of the knowledge of Issuer's Counsel, threatened against the Issuer to restrain or enjoin the assignment or modification of the Bonds, as contemplated hereby. 6. Such other documents, certificates and information, the request for which by the Bank or the Purchaser shall be reasonable in light of the circumstances. The Issuer shall be responsi'ile for paying the fees and expenses of its Bond Counsel, and Purchaser's legal costs as shown in Exhibit C. This agreement may be terminated by the Bank of behalf of the Purchaser in writing prior to the Closing if any of the following shall occur: (i) (a) legislation shall have been enacted by Congress, or introduced in Congress, or recommended to Congress for passage by the President of the United States or the United States Department of the Treasury of the Internal Revenue Service or any member of Congress, or favorably reported for passage to either House of Congress by any Committee of such House to which such legislation has been referred for consideration, or (b) a decision shall have been rendered by a court established under Article III of the Constitution of the United States or the United States Tax Court, or (c) an order, ruling, regulation or communication (including a press release) shall have been issued by the Treasury Department of the United States, the Internal Revenue Service or the Securities and Exchange Commission, or (d) any action shall have been taken or statement made by or on behalf of the President of the United States or the United States Department of Treasury or the Internal Revenue Service or any member of the Congress, which indicates or implies that interest on the Bonds will be declared taxable for federal income tax purposes to a greater extent than is currently the case; (ii) there shall have occurred any outbreak of hostilities or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets of the United States of America being such as, in the opinion of the Purchaser, would make it impracticable for the Purchaser to purchase the Bonds; or (iii) a general banking moratorium shall have been declared by either federal or Florida authorities having jurisdiction and shall be in force. First Union National Bank of Florida By:. !� . `:Lesyie WiAy Vice President The Issuer approves and accepts and has duly authorized execution and delivery of the foregoing agreement and, in witness whereof, has caused this endorsement evidencing such acceptance to be executed on its behalf by its undersigned Representative, this day of June, 1988. Indian River County, Florida By: Title: EXHIBIT A $430,000 Outstanding Principal Amount Improvement Bonds, Series No. I (Issued September 25, 1984) Purchase Price: 100.00% of par Dated Date: Closing Date Due Date: May 1, 1997 Coupon Interest Rate: 8.47% Interest Payable: annual interest on May 1, commencing May 1, 1989 Optional Redemption: at par at any time Scheduled Annual Amortization of principal as follows: nine equal annual principal installments of $47,777.78 each, commencing May 1, 1989. EXHIBIT B $2,797,675 Outstanding Principal Amount Improvement Bonds, Series No. 2 (Issued January 25, 1988) Purchase Price: 100.00% of par Dated Date: Closing Date Due Date: January 1, 1996 Coupon Interest Rate: 8.47% Interest Payable: annual interest on January I, commencing January 1, 1989 Optional Redemption: at par at any time Scheduled Annual Amortization of principal as follows: eight equal annual principal installments of $349,709.38 each, commencing January 1, 1989. I= EXHIBIT C Purchaser legal costs $5,000 Legal costs with respect to obtaining Farmer's Home Administration exception $2,500