HomeMy WebLinkAbout2023-004EXECUTION COPY
INDIAN RIVER COUNTY, FLORIDA
GENERAL OBLIGATION BOND RESOLUTION
ADOPTED JANUARY 31, 2023
TABLE OF CONTENTS
ARTICLE I
GENERAL
SECTION 1.01.
DEFINITIONS.............................................................................................1
.........................................................................28
SECTION 1.02.
AUTHORITY FOR RESOLUTION...........................................................7
SECTION 1.03.
RESOLUTION TO CONSTITUTE CONTRACT......................................7
SECTION 1.04.
FINDINGS...................................................................................................7
SECTION 5.05.
ARTICLE II
AUTHORIZATION, TERMS, SALE, EXECUTION AND REGISTRATION OF BONDS
SECTION 2.01.
AUTHORIZATION OF BONDS................................................................9
SECTION 2.02.
EXECUTION OF BONDS..........................................................................9
SECTION 2.03.
AUTHENTICATION................................................................................10
SECTION 2.04.
TEMPORARY BONDS............................................................................10
SECTION 2.05.
BONDS MUTILATED, DESTROYED, STOLEN OR LOST .................10
SECTION 2.06.
INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER .......1
1
SECTION 2.07.
FORM OF BONDS...................................................................................
l 2
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. PRIVILEGE OF REDEMPTION..............................................................20
SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED......................................20
SECTION 3.03. NOTICE OF REDEMPTION....................................................................20
SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS..........................................21
SECTION 3.05. PAYMENT OF REDEEMED BONDS.....................................................21
SECTION 3.06. PURCHASE IN LIEU OF OPTIONAL REDEMPTION .........................22
ARTICLE IV
SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF
SECTION 4.01. GENERAL OBLIGATIONS OF THE ISSUER.......................................23
SECTION 4.02. PROJECT FUND.......................................................................................23
SECTION 4.03. CREATION OF SINKING FUND; APPLICATION OF AD
VALOREMTAX......................................................................................24
SECTION 4.04. REBATE FUND........................................................................................26
SECTION 4.05. INVESTMENTS........................................................................................26
SECTION 4.06. SEPARATE ACCOUNTS.........................................................................26
ARTICLE V
COVENANTS OF THE ISSUER
SECTION 5.01.
BOOKS AND RECORDS
.........................................................................28
SECTION 5.02.
ANNUAL BUDGET.................................................................................28
SECTION 5.03.
ANNUAL AUDIT.....................................................................................28
SECTION 5.04.
NO IMPAIRMENT...................................................................................28
SECTION 5.05.
OTHER MONEYS....................................................................................28
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SECTION 5.06. FEDERAL INCOME TAX COVENANTS..............................................28
SECTION 5.07. COVENANTS RELATING TO FEDERAL SUBSIDY BONDS ............29
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. EVENTS OF DEFAULT...........................................................................30
SECTION 6.02. REMEDIES...............................................................................................30
SECTION 6.03. DIRECTIONS TO RECEIVER AS TO REMEDIAL PROCEEDINGS ..31
SECTION 6.04. REMEDIES CUMULATIVE....................................................................31
SECTION 6.05. WAIVER OF DEFAULT..........................................................................31
SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT................................31
SECTION 6.07. CONTROL BY CREDIT FACILITY PROVIDER..................................32
ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS'
CONSENT.................................................................................................33
SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS' AND
CREDIT FACILITY PROVIDER'S CONSENT......................................34
SECTION 7.03. AMENDMENT WITH CONSENT OF CREDIT FACILITY
PROVIDER ONLY...................................................................................35
ARTICLE VIII
DEFEASANCE
SECTION 8.01. DEFEASANCE.........................................................................................36
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. CAPITAL APPRECIATION BONDS......................................................3 8
SECTION 9.02. SALE OF BONDS.....................................................................................3 8
SECTION 9.03. GENERAL AUTHORITY........................................................................38
SECTION 9.04. SEVERABILITY OF INVALID PROVISIONS......................................38
SECTION 9.05. REPEAL OF INCONSISTENT RESOLUTIONS....................................38
SECTION 9.06. EFFECTIVE DATE...................................................................................39
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RESOLUTION NO. 2023- 004
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
INDIAN RIVER COUNTY, FLORIDA AUTHORIZING THE ISSUANCE
OF NOT EXCEEDING $50,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF INDIAN RIVER COUNTY, FLORIDA GENERAL
OBLIGATION BONDS AT ONE TIME OR FROM TIME TO TIME, TO
FINANCE THE COST OF ACQUIRING AND PRESERVING
ENVIRONMENTALLY SENSITIVE LANDS AND CONSTRUCTING
PUBLIC ACCESS IMPROVEMENTS RELATED THERETO WITHIN
THE COUNTY; MAKING CERTAIN COVENANTS AND AGREEMENTS
IN CONNECTION THEREWITH; PROVIDING FOR THE RIGHTS OF
THE HOLDERS OF SUCH BONDS; PROVIDING OTHER MATTERS;
AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
INDIAN RIVER COUNTY, FLORIDA as follows:
ARTICLE I
GENERAL
SECTION 1.01. DEFINITIONS. When used in this Resolution, the following terms
shall have the following meanings, unless the context clearly otherwise requires:
"Accreted Value" shall mean, as of any date of computation with respect to any Capital
Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond
(the principal amount at its initial offering) plus the interest accrued on such Capital Appreciation
Bond from the date of delivery to the original purchasers thereof to the Interest Date next preceding
the date of computation, or the date of computation if an Interest Date, such interest to accrue at a
rate not exceeding the legal rate, compounded semiannually, plus, with respect to matters related
to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of
computation shall not be an Interest Date, a portion of the difference between the Accreted Value
as of the immediately preceding Interest Date and the Accreted Value as of the immediately
succeeding Interest Date, calculated based on the assumption that Accreted Value accrues during
any semi-annual period in equal daily amounts on the basis of a 360 -day year.
"Act" shall mean Chapter 125, Florida Statutes, Article VII, Section 12 of the Florida
Constitution, and other applicable provisions of law.
"Ad Valorem Taxes" shall mean the direct annual tax levied on all taxable property within
the Issuer to pay debt service on the Bonds, as provided by Section 3.01 of this Resolution.
"Amortization Installment" shall mean an amount designated as such by, or provided for
pursuant to, this Resolution or Supplemental Resolution of the Issuer and established with respect
to Term Bonds.
"Annual Audit" shall mean the annual audit prepared pursuant to the requirements of
Section 5.03 hereof.
"Annual Budget" shall mean the annual budget prepared pursuant to the requirements of
Section 5.02 hereof.
"Annual Debt Service" shall mean the aggregate amount of Debt Service on the Bonds
for each applicable Fiscal Year.
"Authorized Investments" shall mean any investments or obligations in which the Issuer
may invest its funds under applicable law and the internal investment policy of the Issuer, as such
policy may be amended and supplemented from time to time.
"Authorized Issuer Officer" shall mean the Chairman, the County Administrator, the
Clerk or their designee(s), and when used in reference to any act or document also means any other
person authorized by ordinance or resolution of the Issuer to perform such act or sign such
document.
"Board" shall mean the Board of County Commissioners of Indian River County, Florida.
"Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A. or any other attorney at
law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax
exemption of interest on obligations issued by states and political subdivisions, and duly admitted
to practice law before the highest court of any state of the United States of America.
"Bond Insurance Policy" shall mean a municipal bond insurance policy or financial
guaranty insurance policy issued by an Insurer insuring the payment, when due, of the principal of
and interest on a Series of Bonds as provided therein.
"Bondholder" or "Holder" or "holder of Bonds" or any similar term, when used with
reference to a Bond or Bonds, shall mean any Person who shall be the registered owner of any
Outstanding Bond or Bonds as provided in the registration books of the Issuer.
"Bonds" shall mean the Issuer's General Obligation Bonds issued pursuant to this
Resolution.
"Capital Appreciation Bonds" shall mean those Bonds, if any, so designated or provided
for by Supplemental Resolution of the Issuer, which may be either Serial Bonds or Term Bonds
and which shall bear interest payable at maturity or redemption.
"Chairman" shall mean the Chairman of the Board or the Vice -Chairman of the Board or
such other person as may be duly authorized to act on his or her behalf.
"County Administrator" shall mean the County Administrator of the Issuer or any
Assistant or Deputy County Administrator.
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"Clerk" shall mean the Clerk of the Circuit Court and Comptroller for Indian River
County, Florida and Ex -Officio Clerk to the Board, and such other person as may be duly
authorized to act on his or her behalf.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations
and rules promulgated thereunder.
"Cost" when used in connection with a Project and permitted by the Act, shall mean (1)
the Issuer's cost of physical construction; (2) costs of acquisition by or for the Issuer of such Project
or any portion thereof, (3) any costs of land and interests therein and the costs of the Issuer
incidental to such acquisition (including, without limitation, title insurance and related costs and
costs associated with the examination, survey and any remediation required with respect to such
land); (4) the cost of any indemnity and surety bonds and premiums for insurance during
construction; (5) all interest due to be paid on the Bonds and other obligations relating to the
Project during the period of construction of the Project and a reasonable period subsequent to
completion of construction as the Issuer shall determine; (6) engineering, architectural, legal,
financial advisory and other consultant fees and expenses; (7) costs and expenses of the financing
incurred for the Project, including fees and expenses of any Paying Agent, Registrar, Credit
Facility Provider or depository; (8) payments, when due (whether at the maturity of principal or
the due date of interest or upon redemption) on any interim or temporary indebtedness of the Issuer
incurred for the Project; (9) costs of machinery, equipment, technology, supplies, spare parts,
furniture and any other items required by the Issuer for the commencement of operation of the
Project; and (10) any other costs properly attributable to such construction or acquisition or to the
issuance of the Bonds which finance the Project, as determined by generally accepted accounting
principles, and shall include reimbursement to the Issuer for any such items of Cost paid by the
Issuer prior to the issuance of the Bonds or other obligations issued to finance the Project.
"Counterparty" shall mean the entity entering into a Hedge Agreement with the Issuer.
Counterparty would also include any guarantor of such entity's obligations under such Hedge
Agreement.
"Credit Facility" shall mean as to any particular Series of Bonds, a Bond Insurance
Policy, a letter of credit, a line of credit or another credit or liquidity enhancement facility, as
approved herein or in the Supplemental Resolution providing for the issuance of such Series of
Bonds.
"Credit Facility Provider" shall mean an Insurer, bank or other financial institution
issuing a Credit Facility for a particular Series of Bonds.
"Debt Service" shall mean, at any time, the aggregate amount in the then applicable period
of time of (1) interest required to be paid on the Outstanding Bonds during such period of time,
except to the extent that such interest is to be paid from deposits in the Sinking Fund or Project
Fund made from Bond proceeds for such purpose, (2) principal of Outstanding Serial Bonds
maturing in such period of time, and (3) the Amortization Installments scheduled to be paid during
such period of time. For purposes of this definition, (A) all amounts payable on a Capital
Appreciation Bond shall be considered a principal payment in the year it becomes due, (B) with
respect to debt service on any Bonds which relate to a Qualified Hedge Agreement, interest on
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such Bonds during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge
Payments coming due during such period of time, (C) if any Series of Bonds has 25% or more of
the aggregate principal amount of such Series coming due in any one year, Debt Service shall be
determined on such Series during such period of time as if the principal of and interest on such
Series were being paid from the date of issuance thereof in substantially equal annual amounts
over a period of 25 years, and (D) with respect to debt service on any Federal Subsidy Bonds,
when determining the interest on such Bonds for any particular Interest Date the amount of the
corresponding Federal Subsidy Payment shall be deducted from the amount of interest which is
due and payable to the holders of such Bonds on the Interest Date, but only to the extent that the
Issuer reasonably believes that it will be in receipt of such Federal Subsidy Payment on or prior to
such Interest Date.
"Federal Securities" shall mean non -callable direct obligations of the United States of
America (including obligations issued or held in book -entry form on the books of the Department
of Treasury) or non -callable obligations the principal of and interest on which are unconditionally
guaranteed by the United States of America. All such obligations shall not permit redemption
prior to maturity at the option of the obligor.
"Federal Subsidy Bonds" shall mean Bonds issued under Section 54AA of the Code,
Section 1400U-2 of the Code or any other applicable provision of the Code, the interest on which
is not exempt from federal income taxation, with respect to which the Issuer elects to receive, or
is otherwise entitled to receive, Federal Subsidy Payments from the United States Department of
Treasury.
"Federal Subsidy Payments" shall mean the direct payments made by the United States
Department of Treasury to the Issuer with respect to any Federal Subsidy Bonds pursuant to
Sections 54AA(g), 6431 and 1400U-2 of the Code, or any other applicable provision of the Code.
"Fiscal Year" shall mean the period commencing on October 1 of each year and
continuing through the next succeeding September 30, or such other period as may be prescribed
by law.
"Hedge Agreement" shall mean an agreement in writing between the Issuer and the
Counterparty pursuant to which (1) the Issuer agrees to pay to the Counterparty an amount, either
at one time or periodically, which may, but is not required to, be determined by reference to the
amount of interest (which may be at a fixed or variable rate) payable on a notional amount specified
in such agreement during the period specified in such agreement and (2) the Counterparty agrees
to pay to the Issuer an amount, either at one time or periodically, which may, but is not required
to, be determined by reference to the amount of interest (which may be at a fixed or variable rate)
payable on all or a portion of a notional amount specified in such agreement during the period
specified in such agreement. Hedge Agreement shall also include any financial product or
agreement which is used by the Issuer as a hedging device with respect to its obligations to pay
interest on Bonds, or any portion thereof, which is designated by the Issuer as a "Hedge
Agreement."
"Hedge Payments" shall mean any amounts payable by the Issuer as interest on the related
notional amount under a Qualified Hedge Agreement; excluding, however, any payments due as a
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penalty or a fee or by virtue of termination of a Qualified Hedge Agreement or any obligation to
provide collateral.
"Hedge Receipts" shall mean any amounts receivable by the Issuer with respect to the
related notional amount under a Qualified Hedge Agreement.
"Insurer" shall mean the Credit Facility Provider, if any, issuing a Bond Insurance Policy
with respect to a Series of Bonds.
"Interest Date" or "interest payment date" shall be such date or dates for the payment of
interest on the Bonds as provided pursuant to Section 2.01 hereof.
"Issuer" or "County" shall mean Indian River County, Florida, a political subdivision of
the State of Florida.
"Maximum Annual Debt Service" shall mean the largest aggregate amount of the Annual
Debt Service becoming due in any Fiscal Year in which Bonds are Outstanding, excluding all
Fiscal Years which shall have ended prior to the Fiscal Year in which the Maximum Annual Debt
Service shall at any time be computed.
"Maximum Interest Rate" shall mean, with respect to any particular Variable Rate
Bonds, a numerical rate of interest, which shall be set forth or provided for in the Supplemental
Resolution of the Issuer delineating the details of such Bonds, that shall be the maximum rate of
interest such Bonds may at any particular time bear in the future in accordance with the terms of
such Supplemental Resolution.
"Moody's" shall mean Moody's Investors Service, and any assigns and successors thereto.
"Outstanding" when used with reference to the Bonds and as of any particular date, shall
describe all of the Bonds theretofore and thereupon being authenticated and delivered except, (1)
any Bond in lieu of which another Bond or Bonds have been issued to replace lost, mutilated or
destroyed Bonds, (2) any Bond surrendered by the Holder thereof in exchange for another Bond
or Bonds under Sections 2.04 and 2.05 hereof, (3) Bonds deemed to have been paid pursuant to
Section 8.01 hereof, and (4) Bonds cancelled after purchase in the open market or because of
payment at maturity or upon redemption.
"Paying Agent" shall mean for each Series of Bonds, the paying agent appointed by the
Issuer for such Series of Bonds and its successors and assigns, if any.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company, a trust, any unincorporated organization, governmental entity or other legal entity.
"Pledged Funds" shall mean (1) the Ad Valorem Taxes, and (2) until applied in
accordance with the provisions of this Resolution, all moneys, including investments thereof, in
the funds, accounts and subaccounts (other than the Rebate Fund) established hereunder.
"Project" shall mean the acquisition and preservation of environmentally sensitive lands
and the construction of public access improvements with respect thereto and other activities or
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items that are subsequently approved by the Issuer to be financed with proceeds of Bonds and
which may be lawfully financed with proceeds of Bonds pursuant to the Act, consistent with the
language of the Referendum Resolution and as set forth in Section 1.04 hereof.
"Project Fund" shall mean the Indian River County, Florida General Obligation Bonds
Project Fund established pursuant to Section 4.02 hereof.
"Qualified Hedge Agreement" shall mean a Hedge Agreement with a Counterparty that
at the time it enters into such Hedge Agreement is rated "A-" or better by Standard & Poor's and
"A3" or better by Moody's.
"Rebate Fund" shall mean the Indian River County, Florida General Obligation Bonds
Rebate Fund established pursuant to Section 4.04 hereof.
"Redemption Price" shall mean, with respect to any Bond or portion thereof, the principal
amount or portion thereof, plus the applicable premium, if any, payable upon redemption thereof
pursuant to such Bond, this Resolution or a Supplemental Resolution.
"Referendum Resolution" shall mean the Issuer's Resolution No. 2022-016, adopted
March 8, 2022.
"Resolution" shall mean this General Obligation Bond Resolution, as the same may from
time to time be amended, modified or supplemented by Supplemental Resolution.
"Registrar" shall mean for each Series of Bonds, any registrar appointed by the Issuer for
such Series of Bonds and its successors and assigns, if any.
"Serial Bonds" shall mean all of the Bonds other than Term Bonds.
"Series" shall mean all the Bonds delivered on original issuance in a simultaneous
transaction and identified pursuant to Section 2.01 hereof or a Supplemental Resolution
authorizing the issuance by the Issuer as a separate Series, regardless of variations in maturity,
interest rate, amortization installments or other provisions.
"Sinking Fund" shall mean the Indian River County, Florida General Obligation Bonds
Sinking Fund established pursuant to Section 4.03 hereof.
"Standard and Poor's" or "S&P" shall mean S&P Global Ratings and any assigns and
successors thereto.
"State" shall mean the State of Florida.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution enacted and becoming effective in accordance with the terms of
Article VII hereof.
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"Taxable Bonds" shall mean any Bonds which state, in the body thereof, that the interest
income thereon is includable in the gross income of the Holder thereof for federal income taxation
purposes or that such interest is subject to federal income taxation.
"Term Bonds" shall mean Bonds which shall be designated as or authorized to be Term
Bonds by this Resolution or Supplemental Resolution of the Issuer and which are subject to
mandatory redemption by Amortization Installment.
"Variable Rate Bonds" shall mean Bonds issued with a variable, adjustable, convertible
or other similar rate which is not fixed in percentage for the entire term thereof at the date of issue.
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall
refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution.
Words importing the masculine gender include every other gender.
Words importing the singular number include the plural number, and vice versa.
SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is adopted
pursuant to the provisions of the Act.
SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the purchase and acceptance of any or all of the Bonds by those who shall hold
the same from time to time, the provisions of this Resolution shall be a part of the contract of the
Issuer with the Holders of the Bonds and the Credit Facility Providers and shall be deemed to be
and shall constitute a contract between the Issuer and the Holders from time to time of the Bonds
and the Credit Facility Providers. The pledge made in this Resolution and the provisions, covenants
and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal
benefit, protection and security of the Holders of any and all of said Bonds and for the benefit,
protection and security of the Credit Facility Providers. All of the Bonds, regardless of the time or
times of their issuance or maturity, shall be of equal rank without preference, priority or distinction
of any of the Bonds over any other thereof except as expressly provided in or pursuant to this
Resolution.
SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared:
(A) Pursuant to the Referendum Resolution, the Issuer ordered the holding of a bond
referendum election as part of the general election scheduled for November 8, 2022, to determine
if the qualified electors of the Issuer would approve the issuance of not exceeding $50,000,000
aggregate principal amount of general obligation bonds payable from an ad valorem tax to be
levied on all taxable property within the Issuer for the principal purpose of financing the
acquisition by the Issuer of environmentally significant lands to restore the Indian River Lagoon,
protect water resources and/or drinking water sources, wildlife habitat and natural areas, by
purchasing permanent interests in lands to accomplish the same, including, but not limited to, fee
simple interest, less than fee simple interest, conservation easements, and the acquisition of other
similar interests in lands to restore the Indian River Lagoon and protect water resources and/or
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drinking water sources, wildlife habitat and natural areas, and to construct public access
improvements such as parking facilities, restroom facilities, trails and other such infrastructure in
connection therewith, together with the necessary preservation, restoration, remediation and
reclamation activities to preserve, protect, or enhance such property, or restore such property to its
natural state, including customary and necessary costs and expenses incurred in the acquisition of
any such lands and all expenses incident to the sale, issuance and delivery of the Bonds, all as shall
be more specifically determined by subsequent resolution of the Board.
(B) On November 8, 2022, a bond referendum election was held and the issuance of
not exceeding $50,000,000 aggregate principal amount of general obligation bonds payable from
Ad Valorem Taxes for the purposes described herein and in the Referendum Resolution was
approved by a majority of the qualified electors of the Issuer voting in said referendum election.
(C) It is in the best interests of the citizens and consistent with the goals and purposes
described in the Referendum Resolution to undertake Projects from time to time as each will be
subsequently approved by the Board and will be more particularly described in the plans and
specifications related thereto on file with the Issuer.
(D) It is necessary and desirable and in the best interests of the Issuer to borrow moneys
from time to time to finance and refinance Costs of the Projects.
(E) The Bonds issued hereunder shall be secured by the Pledged Funds as provided
herein and such Pledged Funds have not previously been pledged or encumbered.
(F) The proceeds of the Ad Valorem Taxes to be derived in each year are expected to
be sufficient to pay all of the fees and expenses of the Paying Agents, any expenses incurred in
connection with the levy and collection of the Ad Valorem Taxes and other administrative
expenses relating to the Bonds or the Ad Valorem Taxes, the principal of and interest on the Bonds,
as the same become due and payable, and all other payments provided for in this Resolution.
(G) The principal of and interest on the Bonds will be paid solely from the Pledged
Funds in accordance with the terms hereof and the Bonds shall not constitute a lien upon any
property whatsoever of or in the Issuer.
(H) It is the intent of the Issuer to reimburse various costs and expenditures relating to
the acquisition of the Project. The Issuer reasonably anticipates that it will pay for such costs and
expenditures from general revenues of the Issuer. It is reasonably expected that reimbursement of
such costs and expenditures shall come from the issuance of tax-exempt debt which is not expected
to exceed $50,000,000 aggregate principal amount. It is currently the intention of the Issuer to
principally secure such tax-exempt debt by a pledge of the ad valorem tax revenues of the Issuer
pursuant to the terms hereof. The expenditures to be reimbursed shall be consistent with the
Issuer's budgetary and financial policy as being the type of expenditures which shall be paid on a
long-term basis. The Issuer shall comply with all applicable law in regard to the public availability
of records of official acts (i.e., adoption of this resolution) by public entities such as the Issuer,
including making this resolution available to public inspection. It is the intent of this resolution to
meet the requirements of Treasury Regulations Section 1.150-2 and to be a declaration of official
intent under such Section.
ARTICLE II
AUTHORIZATION, TERMS, SALE, EXECUTION
AND REGISTRATION OF BONDS
SECTION 2.01. AUTHORIZATION OF BONDS. This Resolution creates an issue
of Bonds of the Issuer to be designated as "Indian River County, Florida General Obligation
Bonds" which may be issued in one or more Series as hereinafter provided. The aggregate principal
amount of Bonds of all Series which may be executed and delivered under this Resolution is
limited to $50,000,000.
The Bonds may, if and when authorized by the Issuer pursuant to this Resolution, be issued
in one or more Series, with such further appropriate particular designations added to or
incorporated in such title for the Bonds of any particular Series as the Issuer may determine and
as may be necessary to distinguish such Bonds from the Bonds of any other Series. Each Bond
shall bear upon its face the designation so determined for the Series to which it belongs.
The Bonds shall be issued for such purpose or purposes; shall bear interest at such rate or
rates not exceeding the maximum rate permitted by law; and shall be payable in lawful money of
the United States of America on such dates; all as determined hereby and by Supplemental
Resolution.
The Bonds shall be issued in such denominations and such form, whether coupon or
registered; shall be dated such date; shall bear such numbers; shall be payable in such manner and
at such place or places; shall contain such redemption provisions; shall have such Paying Agents
and Registrars; shall mature in such years and amounts; shall bear interest at such rates, shall have
such Interest Dates and Principal Dates and the proceeds shall be used in such manner; all as
determined or provided for by Supplemental Resolution of the Issuer. The Issuer may issue Bonds
which may be secured by a Credit Facility, all as shall be determined by Supplemental Resolution
of the Issuer. All other terms and provisions with respect to any Series of Bonds shall be
determined in accordance with a Supplemental Resolution, including but not limited to, the method
of sale of such Bonds. The Board may delegate approval of the terms, details and sale of a Series
of Bonds to an Authorized Issuer Officer pursuant to a Supplemental Resolution.
SECTION 2.02. EXECUTION OF BONDS. The Bonds shall be executed in the
name of the Issuer with the manual or facsimile signature of the Chairman and the official seal of
the Issuer shall be imprinted thereon, and attested with the manual or facsimile signature of the
Clerk. In case any one or more of the officers who shall have signed or sealed any of the Bonds or
whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before
the Bonds so signed and sealed have been actually sold and delivered, such Bonds may
nevertheless be sold and delivered as herein provided and may be issued as if the person who
signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and
sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bond
shall hold the proper office of the Issuer, although at the date of such Bond such person may not
have held such office or may not have been so authorized. The Issuer may adopt and use for such
purposes the facsimile signatures of any such persons who shall have held such offices at any time
after the date of the adoption of this Resolution, notwithstanding that either or both shall have
ceased to hold such office at the time the Bonds shall be actually sold and delivered.
SECTION 2.03. AUTHENTICATION. No Bond of any Series shall be secured
hereunder or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless
there shall be manually endorsed on such Bond a certificate of authentication by the Registrar or
such other entity as may be approved by the Issuer for such purpose. Such certificate on any Bond
shall be conclusive evidence that such Bond has been duly authenticated and delivered under this
Resolution. The form of such certificate shall be substantially in the form provided in Section 2.07
hereof.
SECTION 2.04. TEMPORARY BONDS. Until the definitive Bonds are prepared,
the Issuer may execute, in the same manner as is provided in Section 2.02 hereof, and deliver,
upon authentication by the Registrar pursuant to Section 2.03 hereof, in lieu of definitive Bonds,
but subject to the same provisions, limitations and conditions as the definitive Bonds, except as to
the denominations thereof, one or more temporary Bonds substantially of the tenor of the definitive
Bonds in lieu of which such temporary Bond or Bonds are issued, in denominations authorized by
the Issuer by Supplemental Resolution, and with such omissions, insertions and variations as may
be appropriate to temporary Bonds. The Issuer, at its own expense, shall prepare and execute
definitive Bonds, which shall be authenticated by the Registrar. Upon the surrender of such
temporary Bonds for exchange, the Registrar, without charge to the Holder thereof, shall deliver
in exchange therefor definitive Bonds, of the same aggregate principal amount and maturity as the
temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be
entitled to the same benefits and security as definitive Bonds issued pursuant to this Resolution.
All temporary Bonds surrendered in exchange for another temporary Bond or Bonds or for a
definitive Bond or Bonds shall be forthwith cancelled by the Registrar.
SECTION 2.05. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In
case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its
discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like tenor as the
Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond
upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond
destroyed, stolen or lost, and upon the Holder furnishing the Issuer and the Registrar proof of his
ownership thereof and satisfactory indemnity and complying with such other reasonable
regulations and conditions as the Issuer or the Registrar may prescribe and paying such expenses
as the Issuer and the Registrar may incur. All Bonds so surrendered or otherwise substituted shall
be cancelled by the Registrar. If any of the Bonds shall have matured or be about to mature, instead
of issuing a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon being
indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this Section 2.05 shall constitute original
contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Bond
be at any time found by anyone, and such duplicate Bond shall be entitled to equal and
proportionate benefits and rights provided hereunder to the same extent as all other Bonds issued
hereunder.
10
SECTION 2.06. INTERCHANGEABILITY, NEGOTIABILITY AND
TRANSFER. Bonds, upon surrender thereof at the office of the Registrar with a written
instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an
equal aggregate principal amount of registered Bonds of the same maturity of any other authorized
denominations.
The Bonds issued under this Resolution shall be and have all the qualities and incidents of
negotiable instruments under the law merchant and the Uniform Commercial Code of the State of
Florida, subject to the provisions for registration and transfer contained in this Resolution and in
the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer shall maintain and
keep, at the office of the Registrar, books for the registration and transfer of the Bonds.
The transfer of any Bond shall be registered only upon the books of the Issuer, at the office
of the Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder
thereof in person or by his attorney duly authorized in writing upon surrender thereof together with
a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the
Holder or his duly authorized attorney. Upon the registration or transfer of any such Bond, the
Issuer shall issue, and cause to be authenticated, in the name of the transferee a new Bond or Bonds
of the same aggregate principal amount and maturity as the surrendered Bond. The Issuer, the
Registrar and any Paying Agent or fiduciary of the Issuer may deem and treat the Person in whose
name any Outstanding Bond shall be registered upon the books of the Issuer as the absolute owner
of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment
of, or on account of, the principal and interest on such Bond and for all other purposes, and all
such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy
and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither the
Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shall be affected by
any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent with respect to the Bonds,
forthwith (A) following the fifteenth day prior to an Interest Date for the Bonds, and (B) at any
other time as reasonably requested by the Paying Agent, certify and furnish to the Paying Agent
the names, addresses and holdings of the Bondholders and any other relevant information reflected
in the registration books. Any Paying Agent of any fully registered Bond shall effect payment of
interest on such Bonds by mailing a check to the Holder entitled thereto or may, in lieu thereof,
upon the request and at the expense of such Holder, transmit such payment by bank wire transfer
for the account of such Holder.
In all cases in which the privilege of exchanging Bonds or the transfer of Bonds shall be
registered, the Issuer shall execute and the Registrar shall authenticate and deliver such Bonds in
accordance with the provisions of this Resolution. Execution of Bonds by the Chairman and Clerk
for purposes of exchanging, replacing or registering the transfer of Bonds may occur at the time
of the original delivery of the Bonds. All Bonds surrendered in any such exchanges or registration
of transfer shall be held by the Registrar for safekeeping until directed by the Issuer to be cancelled
by the Registrar. For every such exchange or registration of transfer, the Issuer or the Registrar
may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge
required to be paid with respect to such exchange or registration of transfer. The Issuer and the
11
Registrar shall not be obligated to make any such exchange or transfer of Bonds of any Series
during the 15 days next preceding an Interest Date on the Bonds of such Series, or, in the case of
any proposed redemption of Bonds of such Series, then, for the Bonds subject to redemption,
during the 15 days next preceding the date of the first mailing of notice of such redemption and
continuing until such redemption date.
The Issuer may elect to issue any Bonds as uncertificated registered public obligations (not
represented by instruments), commonly known as book -entry obligations, provided it shall
establish a system of registration therefor by Supplemental Resolution.
SECTION 2.07. FORM OF BONDS. The text of the Bonds, except for Capital
Appreciation Bonds and Variable Rate Bonds, the form of which shall be provided by
Supplemental Resolution of the Issuer, shall be in substantially the following form, with such
omissions, insertions and variations as may be necessary and/or desirable and approved by the
Chairman or the Clerk prior to the issuance thereof (which necessity and/or desirability and
approval shall be presumed by such officer's execution of the Bonds and the Issuer's delivery of
the Bonds to the purchaser or purchasers thereof):
[Remainder of page intentionally left blank]
12
No. R -
$
UNITED STATES OF AMERICA
INDIAN RIVER COUNTY, FLORIDA
GENERAL OBLIGATION BOND,
SERIES
Interest Maturity Date of
Rate Date Original Issue CUSIP
20_ ,
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that Indian River County, Florida, a political
subdivision of the State of Florida (the "Issuer"), for value received, hereby promises to pay to the
Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity
Date identified above, the Principal Amount identified above and to pay interest on such Principal
Amount from the Date of Original Issue identified above or from the most recent interest payment
date to which interest has been paid at the Interest Rate per annum identified above on
1 and 1 of each year, commencing 1, , until such Principal Amount
shall have been paid.
Such Principal Amount and interest on this Bond are payable in any coin or currency of
the United States of America which, on the respective dates of payment thereof, shall be legal
tender for the payment of public and private debts. Such Principal Amount is payable at the
designated corporate trust office of , as Paying Agent. Payment of each installment
of interest shall be made to the person in whose name this Bond shall be registered on the
registration books of the Issuer maintained by (the "Registrar"), at the close of
business on the fifteenth day (whether or not a business day) of the calendar month next preceding
each interest payment date and shall be paid by a check or draft of such Paying Agent mailed to
such Registered Holder at the address appearing on such registration books or, at the written
request of such Registered Holder, by bank wire transfer to an account of such Holder designated
in such written request. Interest shall be calculated on the basis of a 360 -day year of twelve 30 -
day months.
This Bond is one of an authorized issue of Bonds in the aggregate principal amount of
$ (the 'Bonds") of like date, tenor and effect, except as to number, maturity, interest
rate and redemption provisions, issued to finance the acquisition and preservation of
environmentally sensitive lands and the construction of public access improvements with respect
13
thereto in and for the Issuer, as more particularly described in the hereinafter defined Resolution,
and in full compliance with the Constitution and laws of the State of Florida, including particularly
Chapter 125, Florida Statutes, Article VII, Section 12 of the Florida Constitution (as defined in the
Resolution) and Resolution No. of Indian River County, Florida, duly adopted by the Board
of County Commissioners of the Issuer (the 'Board") on January 31, 2023, as it may be amended
and supplemented from time to time (collectively, the "Resolution"), and is subject to all the terms
and conditions of such Resolution.
In accordance with the terms of the Resolution, the Issuer has made a pledge of its faith,
credit and taxing power for the full and prompt payment of the principal of and interest on the
Bonds. A direct annual tax shall be levied upon all taxable property within the Issuer to make such
payments. Provision shall be included and made in the annual budget and tax levy for the levy of
such taxes, which tax shall be levied and collected at the same time, and in the same manner, as
other ad valorem taxes of the Issuer are assessed, levied and collected. This Bond will be secured
by and payable from the Pledged Funds (as defined in the Resolution) to the extent and in the
manner provided in the Resolution.
[The Issuer has established a book -entry system of registration for the Bonds. Except as
specifically provided otherwise in the Resolution, an agent will hold this Bond on behalf of the
beneficial owner thereof. By acceptance of a confirmation of purchase, delivery or transfer, the
beneficial owner of this Bond shall be deemed to have agreed to such arrangement.]
This Bond is transferable in accordance with the terms of the Resolution only upon the
books of the Issuer kept for that purpose at the designated corporate trust office of the Registrar
by the Registered Holder hereof in person or by his attorney duly authorized in writing, upon the
surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Registered Holder or his attorney duly authorized in writing, and thereupon
a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in
exchange therefor, and upon the payment of the charges, if any, therein prescribed. The Bonds are
issuable in the form of fully registered Bonds in the denomination of $ and any integral
multiple thereof, not exceeding the aggregate principal amount of the Bonds. The Issuer, the
Registrar and any Paying Agent may treat the Registered Holder of this Bond as the absolute owner
hereof for all purposes, whether or not this Bond shall be overdue, and shall not be affected by any
notice to the contrary. The Issuer shall not be obligated to make any exchange or transfer of the
Bonds during the 15 days next preceding an interest payment date or, in the case of any proposed
redemption of the Bonds, then, for the Bonds subject to such redemption, during the 15 days next
preceding the date of the first mailing of notice of such redemption.
(INSERT REDEMPTION PROVISIONS)
Redemption of this Bond under the preceding paragraphs shall be made as provided in the
Resolution upon notice given by first class mail sent at least 20 days prior to the redemption date
to the Registered Holder hereof at the address shown on the registration books maintained by the
Registrar; provided, however, that failure to mail notice to the Registered Holder hereof, or any
defect therein, shall not affect the validity of the proceedings for redemption of other Bonds as to
which no such failure or defect has occurred. In the event that less than the full principal amount
hereof shall have been called for redemption, the Registered Holder hereof shall surrender this
14
Bond in exchange for one or more Bonds in an aggregate principal amount equal to the unredeemed
portion of principal, as provided in the Resolution.
[As long as the book -entry only system is used for determining beneficial ownership of the
Bonds, notice of redemption will only be sent to Cede & Co. Cede & Co. will be responsible for
notifying the DTC Participants, who will in turn be responsible for notifying the beneficial owners
of the Bonds. Any failure of Cede & Co. to notify any DTC Participant, or of any DTC Participant
to notify the beneficial owner of any such notice, will not affect the validity of the redemption of
the Bonds.]
Reference to the Resolution and any and all resolutions supplemental thereto and
modifications and amendments thereof and to the Act is made for a description of the pledge and
covenants securing this Bond, the nature, manner and extent of enforcement of such pledge and
covenants, and the rights, duties, immunities and obligations of the Issuer.
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 laws and
Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds does not
violate any constitutional or statutory limitations or provisions.
Neither the members of the County Commission of the Issuer nor any person executing
this Bond shall be liable personally hereon or be subject to any personal liability or accountability
by reason of the issuance hereof.
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 laws and Constitution
of the State of Florida applicable thereto, and that the issuance of the Bonds of this issue does not
violate any constitutional, statutory, or charter limitation or provision, and that provision has been
made for the collection of a direct annual tax, without limitation, on all property in the Issuer
taxable for such purpose sufficient to pay and discharge the principal hereof at maturity.
Neither the members of the Board of the Issuer nor any person executing this Bond shall
be liable personally hereon or be subject to any personal liability or accountability by reason of
the issuance hereof.
15
IN WITNESS WHEREOF, Indian River County, Florida has issued this Bond and has
caused the same to be signed by the Chairman of its Board of County Commissioners and attested
to by the Clerk of the Circuit Court and Comptroller for Indian River County, Florida and Ex -
Officio Clerk of the Board of County Commissioners and its official seal or a facsimile of thereof
to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the day of
(SEAL)
ATTEST:
Clerk
INDIAN RIVER COUNTY, FLORIDA
Chairman, Board of County Commissioners
16
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of the within -mentioned
Resolution.
Date of Authentication:
as Registrar
Authorized Signatory
[Remainder of page intentionally left blank]
17
[Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the Issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as requested by the
authorized representative of The Depository Trust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has
an interest herein.]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
, as attorneys to register the transfer of the said Bond on
the books kept for registration thereof with full power of substitution in the premises.
Dated:
Signature Guaranteed by:
NOTICE: Signature must be guaranteed by
an institution which is a participant in the
Securities Transfer Agent Medallion Program
(STAMP) or similar program.
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Holder as it appears upon the face
of the within Bond in every particular, without
alteration or enlargement or any change
whatever and the Social Security or other
identifying number of such assignee must be
supplied.
18
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
[i1 :: ul :•
Custodian for
under Uniform Transfers to Minors Act of
(Cust.)
(State)
Additional abbreviations may also be used though not in list above.
[Remainder of page intentionally left blank]
19
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. PRIVILEGE OF REDEMPTION. (A) The terms of this Article
III shall apply to redemption of Bonds other than Capital Appreciation Bonds or Variable Rate
Bonds. The terms and provisions relating to redemption of Capital Appreciation Bonds and
Variable Rate Bonds shall be provided by Supplemental Resolution. Notwithstanding the
provisions of this Article III, each Series of Bonds shall be subject to redemption in accordance
with and as provided in the terms of the Supplemental Resolution setting forth the details of such
Series of Bonds.
SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The Bonds shall
be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The Issuer
shall, at least thirty-five (35) days prior to the redemption date (unless a shorter time period is
satisfactory to the Registrar, but in no event less than twenty-five (25) days) notify the Registrar
of such redemption date and of the principal amount of Bonds to be redeemed. For purposes of
any redemption of less than all of the Outstanding Bonds of a single maturity, the particular Bonds
or portions of Bonds to be redeemed shall be selected not more than thirty-five (35) days and not
less than twenty-five (25) days prior to the redemption date by the Registrar from the Outstanding
Bonds of the maturity or maturities designated by the Issuer or by such method as the Registrar
shall deem fair and appropriate and which may provide for the selection for redemption of Bonds
or portions of Bonds in principal amounts of $5,000 and integral multiples thereof. If less than all
of a Term Bond is to be redeemed, the aggregate principal amount to be redeemed shall be
allocated to the Amortization Installments on a pro -rata basis unless the Issuer, in its discretion,
designates a different allocation.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the
Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying
Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption and,
in the case of any Bond selected for partial redemption, the principal amount thereof to be
redeemed.
SECTION 3.03. NOTICE OF REDEMPTION. Notice of such redemption, which
shall specify the Bond or Bonds (or portions thereof) to be redeemed and the date and place for
redemption, shall be given by the Registrar on behalf of the Issuer, and (A) shall be filed with the
Paying Agent of such Bonds and (B) shall be mailed first class, postage prepaid, at least twenty
(20) days prior to the redemption date to all Holders of Bonds to be redeemed at their addresses as
they appear on the registration books kept by the Registrar as of the date of mailing of such notice.
Failure to mail notice to the Holders of the Bonds to be redeemed, or any defect therein, shall not
affect the proceedings for redemption of Bonds as to which no such failure or defect has occurred.
Failure of any Holder to receive any notice mailed as herein provided shall not affect the
proceedings for redemption of such Holder's Bonds.
Each notice of redemption shall state: (1) the CUSIP numbers of all Bonds being redeemed,
(2) the original issue date of such Bonds, (3) the maturity date and rate of interest borne by each
Bond being redeemed, (4) the redemption date, (5) the Redemption Price, (6) the date on which
20
such notice is mailed, (7) if less than all Outstanding Bonds are to be redeemed, the certificate
number (and, in the case of a partial redemption of any Bond, the principal amount) of each Bond
to be redeemed, (8) that on such redemption date there shall become due and payable upon each
Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified
portions of the principal thereof in the case of Bonds to be redeemed in part only, together with
interest accrued thereon to the redemption date, and that from and after such date interest thereon
shall cease to accrue and be payable, (9) that the Bonds to be redeemed, whether as a whole or in
part, are to be surrendered for payment of the Redemption Price at the designated office of the
Paying Agent at an address specified, (10) unless sufficient funds have been set aside by the Issuer
for such purpose prior to the mailing of the notice of redemption, that such redemption is
conditioned upon the deposit of sufficient funds for such purpose on or prior to the date set for
redemption; and provided, further, that such notice and the redemption set forth therein may be
subject to the satisfaction of one or more additional conditions set forth therein, and (12) any other
conditions that must be satisfied prior to such redemption.
In addition to the mailing of the notice described above, each notice of redemption and
payment of the redemption price shall meet the following requirement; provided, however, the
failure to provide such further notice of redemption or to comply with the terms of this paragraph
shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given
as prescribed above:
(A) Each further notice of redemption shall be sent to the Electronic Municipal Market
Access of the Municipal Securities Rulemaking Board within ten (10) business days of the mailing
of the redemption notice to Holders.
(B) Each further notice of redemption shall be sent to such other Person, if any, as shall
be required by applicable law or regulation.
The Issuer may provide that a redemption may be contingent upon the occurrence of certain
condition(s) and that if such condition(s) do not occur the notice of redemption will be rescinded,
provided notice of rescission shall be mailed in the manner described above to all affected
Bondholders as soon as practicable.
SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond which
is to be redeemed only in part shall be surrendered at any place of payment specified in the notice
of redemption (with due endorsement by, or written instrument of transfer in form satisfactory to
the Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing) and
the Issuer shall execute and the Registrar shall authenticate and deliver to the Holder of such Bond,
without service charge, a new Bond or Bonds, of the same interest rate and maturity, and of any
authorized denomination as requested by such Holder, in an aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Bonds so surrendered.
SECTION 3.05. PAYMENT OF REDEEMED BONDS. Notice of redemption
having been given substantially as aforesaid, the Bonds or portions of Bonds so to be redeemed
shall, on the redemption date, become due and payable at the Redemption Price therein specified,
and from and after such date (unless the Issuer shall default in the payment of the Redemption
Price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds
21
for redemption in accordance with said notice, such Bonds shall be paid by the Registrar and/or
Paying Agent at the appropriate Redemption Price, plus accrued interest. All Bonds which have
been redeemed shall be cancelled by the Registrar and shall not be reissued.
SECTION 3.06. PURCHASE IN LIEU OF OPTIONAL REDEMPTION.
Notwithstanding anything in this Resolution to the contrary, at any time the Bonds are subject to
optional redemption pursuant to this Resolution, all or a portion of the Bonds to be redeemed as
specified in the notice of redemption, may be purchased by the Paying Agent, as trustee, at the
direction of the Issuer, on the date which would be the redemption date if such Bonds were
redeemed rather than purchased in lieu thereof at a purchase price equal to the redemption price
which would have been applicable to such Bonds on the redemption date for the account of and at
the direction of the Issuer who shall give the Paying Agent, as trustee, notice at least ten days prior
to the scheduled redemption date accompanied by an opinion of Bond Counsel to the effect that
such purchase will not adversely affect the exclusion from gross income for federal income tax
purposes of interest on such Bonds or any other Outstanding Bonds. In the event the Paying Agent,
as trustee, is so directed to purchase Bonds in lieu of optional redemption, no notice to the holders
of the Bonds to be so purchased (other than the notice of redemption otherwise required under this
Resolution) shall be required, and the Paying Agent, as trustee, shall be authorized to apply to such
purchase the funds which would have been used to pay the redemption price for such Bonds if
such Bonds had been redeemed rather than purchased. Each Bond so purchased shall not be
canceled or discharged and shall be registered in the name of the Issuer. Bonds to be purchased
under this Resolution in the manner set forth above which are not delivered to the Paying Agent,
as trustee, on the purchase date shall be deemed to have been so purchased and not optionally
redeemed on the purchase date and shall cease to accrue interest as to the former holder thereof on
the purchase date.
[Remainder of page intentionally left blank]
22
ARTICLE IV
SECURITY, SPECIAL FUNDS AND
APPLICATION THEREOF
SECTION 4.01. GENERAL OBLIGATIONS OF THE ISSUER. The full faith,
credit and taxing power of the Issuer shall be and are hereby pledged for the full and prompt
payment of the principal of and interest on the Bonds. A direct annual tax shall be levied upon all
taxable property within the Issuer to make such payments, and provision shall be included and
made in the annual budget and tax levy for the levy of the Ad Valorem Taxes hereinbefore
provided. Notwithstanding any other provision of this Resolution, in determining the amount of
the Ad Valorem Taxes to be levied for a particular Fiscal Year to pay Debt Service on the Bonds,
the Issuer shall levy, at a minimum, an amount that assumes that the percentage of Ad Valorem
Taxes that will be collected in such Fiscal Year will be no higher than the percentage of Ad
Valorem Taxes collected for the immediately preceding Fiscal Year. Whenever the Issuer shall,
in any Fiscal Year, have irrevocably deposited in the Sinking Fund any moneys derived from
sources other than the aforementioned Ad Valorem Taxes, said Ad Valorem Taxes may be
correspondingly diminished; but any such diminution must leave available an amount of Ad
Valorem Taxes, after allowance for anticipated delinquencies in collection, fully sufficient, with
such moneys so deposited from other sources, to assure the prompt payment of principal, interest
and other related charges falling due prior to the time that the proceeds of the next annual Ad
Valorem Taxes levy will be available. Such Ad Valorem Taxes shall be levied and collected at
the same time, and in the same manner, as other ad valorem taxes of the Issuer are assessed, levied
and collected. The Ad Valorem Taxes shall be levied and collected in accordance with all
applicable law, including, but not limited to, the Referendum Resolution. The payment of the
principal of or Redemption Price, if applicable, and interest on the Bonds shall be secured forthwith
equally and ratably by a pledge of and lien upon the Pledged Funds and the Issuer hereby
irrevocably pledges such Pledged Funds to the payment of the Bonds. Any Series of Bonds may
be additionally secured by a Credit Facility or any other security provided by the Issuer pursuant
to a Supplemental Resolution.
SECTION 4.02. PROJECT FUND. The Issuer covenants and agrees to establish a
special fund to be known as the "Indian River County, Florida General Obligation Bonds Project
Fund," which shall be used only for payment of the Costs of Projects. Moneys in the Project Fund,
until applied to payment of any item of the Costs of a Project in the manner hereinafter provided,
shall be held in trust by the Issuer and shall be subject to a lien and charge in favor of the Holders
of the Bonds and for the further security of such Holders.
The Issuer shall establish within the Project Fund a separate account for each Project, the
Costs of which are to be paid in whole or in part out of the Project Fund.
There shall be paid into the Project Fund the amounts required to be so paid by the
provisions of this Resolution, and there may be paid into the Project Fund, at the option of the
Issuer, any moneys received for or in connection with the Project by the Issuer from any other
source.
23
The proceeds of insurance maintained against physical loss of or damage to a Project, or
of contractors' performance bonds with respect thereto pertaining to the period of construction
thereof, shall be deposited into the Project Fund.
Any moneys received by the Issuer from the State or from the United States of America or
any agencies thereof for the purpose of financing part of the Cost of the Project shall be deposited
into the Project Fund and used in the same manner as other Bond proceeds are used therein;
provided that separate accounts or subaccounts may be established in the Project Fund for moneys
received pursuant to the provisions of this paragraph whenever required by Federal or State law.
The Issuer covenants that the acquisition, construction and equipping of each Project will
be completed without delay and in accordance with applicable law and sound engineering
practices. The Issuer shall only make disbursements or payments from the applicable account of
the Project Fund to pay Costs of the Project for which such account was established, except as
provided below with respect to any surplus proceeds in a particular account. The Issuer shall keep
records of such disbursements and payments and shall retain all such records for such periods of
time as is required by applicable law.
Notwithstanding any of the other provisions of this Section 4.02, to the extent that other
moneys are not available therefor, amounts in an account of the Project Fund shall be applied to
the payment of principal and interest on the Series of Bonds for which such account was
established or to reimburse a Credit Facility Provider for the payment of such principal and interest.
The date of completion of acquisition, construction and equipping of a Project shall be
documented by an Authorized Issuer Officer in the appropriate records of the Issuer. Promptly
after the date of the completion of a Project, and after paying or making provisions for the payment
of all unpaid items of the Costs of such Project, the Issuer shall apply any balance of moneys
remaining in the Project Fund in the following order of priority: (A) deposit such balance to any
other account established in the Project Fund for which an Authorized Issuer Officer certifies that
there are insufficient moneys to pay the Costs of the Project for which such account was
established, (B) deposit such balance to such other fund or account established hereunder as shall
be determined by the Issuer; provided the Issuer has received an opinion of Bond Counsel to the
effect that such transfer shall not adversely affect the exclusion, if any, of interest on the Bonds
(other than Taxable Bonds) from gross income for purposes of federal income taxation, and (C)
apply such balance for any other lawful purpose; provided the Issuer has received an opinion of
Bond Counsel to the effect that such application shall not adversely affect the exclusion, if any, of
interest on the Bonds (other than Taxable Bonds) from gross income for purposes of federal
income taxation
SECTION 4.03. CREATION OF SINKING FUND; APPLICATION OF AD
VALOREM TAX. (A) There is hereby created the "Indian River County, Florida General
Obligation Bonds Sinking Fund", which shall be held in trust for the benefit of the
Bondholders. There is hereby ordered levied upon all the property taxable for such purpose within
the Issuer, the Ad Valorem Taxes in an amount sufficient to produce amounts to pay the principal,
interest, charges of the Paying Agents and Registrars, and any other amounts that are properly due
and owing with respect to the repayment of the Bonds. The Ad Valorem Taxes shall be deposited
into the Sinking Fund promptly upon receipt. All Hedge Receipts and Federal Subsidy Payments
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shall be deposited directly to the Sinking Fund upon receipt. With respect to interest on Bonds
which have corresponding Hedge Payments, interest on such Bonds during the term of the
Qualified Hedge Agreement shall also be deemed to include the corresponding Hedge Payments.
(B) Money in the Sinking Fund shall be used solely for the purpose of paying the
Annual Debt Service on the Bonds coming due (whether by maturity, scheduled mandatory
redemption or otherwise) and to make Hedge Payments related thereto.
Moneys in the Sinking Fund shall be disbursed for (i) the payment of the interest on the
Bonds secured hereby as such interest falls due, (ii) the payment of the principal of the Bonds
secured hereby at their respective maturities, (iii) the payment of the Redemption Price of Bonds
being redeemed; (iv) the purchase of Bonds in the open market; provided, however, the price paid
shall not exceed the principal amount plus accrued interest; (v) Hedge Payments; and (vi) the
payment of the necessary charges for paying Bonds and interest thereon.
(C) on or before the date established for payment of any principal of or interest on the
Bonds, the Issuer shall withdraw from the Sinking Fund sufficient moneys to pay such principal
or interest and deposit such moneys with the Paying Agent. Such deposits with the Paying Agent
shall be made in moneys available to make payments of the principal of and interest on the Bonds
as the same becomes due.
(C) Whenever moneys on deposit in the Sinking Fund are sufficient to fully pay all
Outstanding Bonds in accordance with their terms (including principal or applicable Redemption
Price and interest thereon), no further deposits to the Sinking Fund need be made.
The Issuer, in its discretion, may use moneys in the Sinking Fund to purchase or redeem
Bonds coming due on the next principal payment date, provided such purchase or redemption does
not adversely affect the Issuer's ability to pay the principal or interest coming due on such principal
payment date on the Bonds not so purchased or redeemed.
(D) In the event the Issuer shall issue a Series of Bonds secured by a Credit Facility,
the Issuer may establish a separate account within the Sinking Fund to provide for payment of the
principal of and interest on such Series; provided payment from the Pledged Funds of one Series
of Bonds shall not have preference over payment of any other Series of Bonds. The Issuer may
also deposit moneys in such account at such other times and in such other amounts as shall be
necessary to pay the principal of and interest on such Bonds as the same shall become due, all as
provided by the Supplemental Resolution authorizing such Bonds.
In the case of Bonds secured by a Credit Facility, amounts on deposit in the Sinking Fund
may be applied as provided in the applicable Supplemental Resolution to reimburse the Credit
Facility Provider for amounts drawn under such Credit Facility to pay the principal of, premium,
if any, and interest on such Bonds or to pay the purchase price of any such Bonds which are
tendered by the holders thereof for payment; provided such Credit Facility shall have no priority
over Bondholders to amounts on deposit in the Sinking Fund. Other payments due to a Credit
Facility Provider in relation to obligations arising under its Credit Facility may be on parity with
the Bonds as to source of and security for payment to the extent provided in the Supplemental
Resolution relating thereto.
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SECTION 4.04. REBATE FUND. Amounts on deposit in the Rebate Fund shall be
held in trust by the Issuer and used solely to make required rebates to the United States (except to
the extent the same may be transferred to the Issuer) and the Bondholders shall have no right to
have the same applied for debt service on the Bonds. If the rebate requirements of Section 148(f)
of the Code are applicable, the Issuer agrees to undertake all actions required of it in its arbitrage
certificate related to the Bonds, including, but not limited to:
(A) making a determination in accordance with the Code of the amount required to be
deposited in the Rebate Fund;
(B) depositing the amount determined in clause (A) above into the Rebate Fund;
(C) paying on the dates and in the manner required by the Code to the United States
Treasury from the Rebate Fund and any other legally available moneys of the Issuer such amounts
as shall be required by the Code to be rebated to the United States Treasury; and
(D) keeping such records of the determinations made pursuant to this Section 4.04 as
shall be required by the Code, as well as evidence of the fair market value of any investments
purchased with proceeds of the Bonds.
The provisions of the above-described arbitrage certificate may be amended without the
consent of any Holder or the Credit Facility Provider from time to time as shall be necessary, in
the opinion of Bond Counsel, to comply with the provisions of the Code.
SECTION 4.05. INVESTMENTS. Moneys on deposit in the Project Fund and the
Sinking Fund shall be continuously secured in the manner by which the deposit of public funds
are authorized to be secured by the laws of the State. Moneys on deposit in the Project Fund and
the Sinking Fund may be invested and reinvested in Authorized Investments maturing not later
than the date on which the moneys therein will be needed for the purposes of such Funds. All
investments shall be valued at market at least annually. Any and all income received by the Issuer
from the investment of moneys in the Project Fund and the Sinking Fund shall be retained in such
respective Fund. Nothing contained in this Resolution shall prevent any Authorized Investments
acquired as investments of or security for funds held under this Resolution from being issued or
held in book -entry form on the books of the Department of the Treasury of the United States.
SECTION 4.06. SEPARATE ACCOUNTS. The moneys required to be accounted
for in each of the foregoing funds and accounts established herein may be deposited in a single,
non-exclusive bank account, and funds allocated to the various funds and accounts established
herein may be invested in a common investment pool, provided that adequate accounting records
are maintained to reflect and control the restricted allocation of the moneys on deposit therein and
such investments for the various purposes of such funds, accounts and subaccounts as herein
provided.
The designation and establishment of the various funds and accounts in and by this
Resolution shall not be construed to require the establishment of any completely independent,
self -balancing funds as such term is commonly defined and used in governmental accounting, but
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rather is intended solely to constitute an earmarking of certain revenues for certain purposes and
to establish certain priorities for application of such revenues as herein provided.
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ARTICLE V
COVENANTS OF THE ISSUER
SECTION 5.01. BOOKS AND RECORDS. The Issuer will keep books and records
of the levy of the Ad Valorem Taxes and the receipt of the Ad Valorem Taxes in accordance with
generally accepted accounting principles, and any Credit Facility Provider, or Holder or Holders
of Bonds shall have the right at all reasonable times to inspect the records, accounts and data of
the Issuer relating thereto.
SECTION 5.02. ANNUAL BUDGET. The Issuer shall annually prepare and adopt,
prior to the beginning of each Fiscal Year, an Annual Budget in accordance with applicable law.
If for any reason the Issuer shall not have adopted the Annual Budget before the first day
of any Fiscal Year, the preliminary budget for such year shall be deemed to be in effect for such
Fiscal Year until the Annual Budget for such Fiscal Year is adopted.
The Issuer shall provide the Annual Budget to any Holder or Holders of Bonds upon written
request. The Issuer shall be permitted to make a reasonable charge for furnishing such information
to such Holder or Holders.
SECTION 5.03. ANNUAL AUDIT. The Issuer shall, immediately after the close of
each Fiscal Year, cause the books, records and accounts relating to the Issuer to be properly audited
by a recognized independent firm of certified public accountants, and shall require such
accountants to complete their report of such Annual Audit in accordance with applicable law. Each
Annual Audit shall be in conformity with generally accepted accounting principles as applied to
governmental entities.
The Issuer shall provide the Annual Audit to any Holder or Holders of Bonds upon written
request. The Issuer shall be permitted to make a reasonable charge for furnishing such information
to such Holder or Holders.
SECTION 5.04. NO IMPAIRMENT. The pledging of the Ad Valorem Taxes in the
manner provided herein shall not be subject to repeal, modification or impairment by any
subsequent ordinance, resolution, agreement or other proceedings of the Issuer.
SECTION 5.05. OTHER MONEYS. The Issuer may, in its sole discretion, utilize
other legally available moneys, in addition to the Pledged Funds, to pay the principal of and interest
on the Bonds.
SECTION 5.06. FEDERAL INCOME TAX COVENANTS. (A) The Issuer
covenants with the Holders of the Bonds (other than Taxable Bonds) that it shall not use the
proceeds of the Bonds in any manner which would cause the interest on the Bonds to be or become
includable in gross income for purposes of federal income taxation.
(B) The Issuer covenants with the Holders of the Bonds (other than Taxable Bonds)
that neither the Issuer nor any Person under its control or direction will make any use of the
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proceeds of the Bonds (or amounts deemed to be proceeds under the Code) in any manner which
would cause the Bonds to be "arbitrage bonds" within the meaning of the Code and neither the
Issuer nor any other Person shall do any act or fail to do any act which would cause the interest on
the Bonds to become includable in gross income for purposes of federal income taxation.
(C) The Issuer hereby covenants with the Holders of the Bonds (other than Taxable
Bonds) that it will comply with all provisions of the Code necessary to maintain the exclusion of
interest on the Bonds from gross income for purposes of federal income taxation, including, in
particular, the payment of any amount required to be rebated to the U.S. Treasury pursuant to the
Code.
SECTION 5.07. COVENANTS RELATING TO FEDERAL SUBSIDY BONDS.
The Issuer covenants with respect to any Bonds issued as Federal Subsidy Bonds that it will:
(A) File, on a timely basis, Internal Revenue Service Form 8038 -CP or such other form
or forms required by the United States Department of Treasury to receive Federal Subsidy
Payments in connection with any Bonds issued as Federal Subsidy Bonds.
(B) Deposit promptly the Federal Subsidy Payments received from the United States
Department of Treasury, if any, to the Sinking Fund to pay interest on the Federal Subsidy Bonds.
(C) Comply with all provisions of the Code, all Treasury Regulations promulgated
thereunder, and any applicable notice, ruling or other formal interpretation issued by the United
States Department of Treasury or the Internal Revenue Service, in order for the Bonds issued as
Federal Subsidy Bonds to be and to remain Federal Subsidy Bonds.
(D) Not take any action, or fail to take any action, if any such action or failure to take
such action would adversely affect the Issuer's receipt of Federal Subsidy Payments or the status
of the Bonds issued as Federal Subsidy Bonds, or any portion thereof, as Federal Subsidy Bonds.
The Issuer covenants that it will not directly or indirectly use or permit the use of any proceeds of
Bonds issued as Federal Subsidy Bonds or any other of its funds or take or omit to take any action
that would cause the Bonds issued as Federal Subsidy Bonds to be or become "arbitrage bonds"
within the meaning of Section 148(a) or to fail to meet any other applicable requirements of the
Code.
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ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. EVENTS OF DEFAULT. The following events shall each
constitute an "Event of Default":
(A) Default shall be made in the payment of the principal of, Amortization Installment,
redemption premium or interest on any Bond when due. In determining whether a payment default
has occurred, no effect shall be given to payment made under a Bond Insurance Policy.
(B) There shall occur the dissolution or liquidation of the Issuer, or the filing by the
Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of
bankruptcy, or adjudication of the Issuer as bankrupt, or assignment by the Issuer for the benefit
of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into an
agreement of composition with its creditors, or the approval by a court of competent jurisdiction
of a petition applicable to the Issuer in any proceeding for its reorganization instituted under the
provisions of the Federal Bankruptcy Code, as amended, or under any similar act in any
jurisdiction which may now be in effect or hereafter enacted.
(C) The Issuer shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on
the part of the Issuer to be performed, and such default shall continue for a period of ninety (90)
days after written notice of such default shall have been received from the Holders of not less than
twenty-five percent (25%) of the aggregate principal amount of the Outstanding Bonds or any
Insurer. Notwithstanding the foregoing, the Issuer shall not be deemed in default hereunder if such
default can be cured within a reasonable period of time and if the Issuer in good faith institutes
curative action and diligently pursues such action until the default has been corrected.
SECTION 6.02. REMEDIES. Any Holder of the Bonds or any trustee or receiver
acting for such Bondholders may either at law or in equity, by suit, action, mandamus or other
proceedings in any court of competent jurisdiction, protect and enforce any and all rights under
the laws of the State of Florida, or granted and contained in this Resolution, and may enforce and
compel the performance of all duties required by this Resolution or by any applicable statutes to
be performed by the Issuer or by any officer thereof; provided, however, that no Holder, Credit
Facility Provider, trustee, receiver or other person shall have the right to declare the Bonds
immediately due and payable.
The Holder or Holders of Bonds in an aggregate principal amount of not less than
twenty-five per cent (25%) of the Bonds then Outstanding may by a duly executed certificate in
writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority to
represent such Bondholders in any legal proceedings for the enforcement and protection of the
rights of such Bondholders and such certificate shall be executed by such Bondholders or their
duly authorized attorneys or representatives, and shall be filed in the office of the Clerk. Notice of
such appointment, together with evidence of the requisite signatures of the Holders of not less than
twenty-five percent (25%) in aggregate principal amount of Bonds Outstanding and the trust
instrument under which the trustee shall have agreed to serve shall be filed with the Issuer and the
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trustee and notice of appointment shall promptly be given to all Holders of Bonds by first class
mail, postage prepaid. After the appointment of the first trustee hereunder, no further trustees may
be appointed; however, the holders of a majority in aggregate principal amount of all the Bonds
then Outstanding may remove the trustee initially appointed and appoint a successor and
subsequent successors at any time.
SECTION 6.03. DIRECTIONS TO RECEIVER AS TO REMEDIAL
PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then Outstanding
(or the Credit Facility Provider for any Series of Outstanding Bonds) have the right, by an
instrument or concurrent instruments in writing executed and delivered to any receiver, to direct
the method and place of conducting all remedial proceedings to be taken by any receiver hereunder,
provided that such direction shall not be otherwise than in accordance with law or the provisions
hereof, and that the trustee shall have the right to decline to follow any such direction which in the
opinion of such receiver would be unjustly prejudicial to Holders of Bonds not parties to such
direction.
SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein conferred upon
or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies, and
each and every such remedy shall be cumulative, and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute.
SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any
Bondholder to exercise any right or power accruing upon any default shall impair any such right
or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and
every power and remedy given by this Section 6.05 to the Bondholders may be exercised from
time to time, and as often as may be deemed expedient. No Event of Default may be waived
without the consent of each Credit Facility Provider, which has honored all its obligations under
its Credit Facility.
SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT. If an Event
of Default shall happen and shall not have been remedied, the Issuer or a trustee or receiver
appointed for the purpose shall apply all Ad Valorem Taxes as follows and in the following order:
(A) To the payment of the reasonable and proper charges, expenses and liabilities of
the trustee or receiver, Registrar and Paying Agent hereunder; and
(B) To the payment of the interest and principal then due on the Bonds (provided such
payments are made in accordance with applicable law), as follows:
(1) Unless the principal of all the Bonds shall have become due and payable,
all such moneys shall be applied:
FIRST: to the payment to the Persons entitled thereto of all installments of
interest then due, in the order of the maturity of such installments, and, if the amount
available shall not be sufficient to pay in full any particular installment, then to the
payment ratably, according to the amounts due on such installment, to the Persons
entitled thereto, without any discrimination or preference; and
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SECOND: to the payment to the Persons entitled thereto of the unpaid
principal of any of the Bonds which shall have become due at maturity in the order
of their due dates, with interest upon such Bonds from the respective dates upon
which they became due, and, if the amount available shall not be sufficient to pay
in full Bonds due on any particular date, together with such interest, then to the
payment first of such interest, ratably according to the amount of such interest due
on such date, and then to the payment of such principal, ratably according to the
amount of such principal due on such date, to the Persons entitled thereto without
any discrimination or preference.
(2) If the principal of all the Bonds shall have become due and payable, all such
moneys shall be applied first, to payment of any unfunded rebatable arbitrage, and second,
to the payment of the principal and interest then due and unpaid upon the Bonds, with
interest thereon as aforesaid, without preference or priority of principal over interest or of
interest over principal, or of any installment of interest over any other installment of
interest, or of any Bond over any other Bond, ratably, according to the amounts due
respectively for principal and interest, to the Persons entitled thereto without any
discrimination or preference.
SECTION 6.07. CONTROL BY CREDIT FACILITY PROVIDER. To the extent
a Credit Facility Provider makes any payment of principal of or interest on Bonds in accordance
with its Credit Facility, such Credit Facility Provider shall become subrogated to the rights of the
recipients of such payments in accordance with the terms of its Credit Facility. Upon the
occurrence and continuance of an Event of Default, a Credit Facility Provider of a Series of Bonds,
if such Credit Facility Provider shall not be in payment default under its Credit Facility, shall be
deemed to be the sole owner of such Bonds for purposes of (A) directing and controlling the
enforcement of all rights and remedies with respect to such Series of Bonds, including any waiver
of an Event of Default and removal of any trustee, and (B) exercising any voting right or privilege
or giving any consent or direction or taking any other action that the Holders of such Bonds are
entitled to take pursuant to this Article VI hereof. No provision expressly recognizing or granting
rights in or to a Credit Facility Provider shall be modified without the consent of such Credit
Facility Provider. A Credit Facility Provider's rights under this Section 6.07 shall be suspended
during any period in which such Credit Facility Provider is in default in its payment obligations
under its Credit Facility (except to the extent of amounts previously paid by such Credit Facility
Provider and due and owing to such Credit Facility Provider) and shall be of no force or effect if
its Credit Facility is no longer in effect or if the Credit Facility Provider asserts that its Credit
Facility is not in effect or if the Credit Facility Provider waives such rights in writing. The rights
granted to a Credit Facility Provider under this Section 6.07 are granted in consideration of such
Credit Facility Provider issuing its Credit Facility. The Issuer shall provide each Credit Facility
Provider immediate notice of any Event of Default described in Section 6.01(A) hereof and notice
of any other Event of Default occurring hereunder within five days of the occurrence thereof. Each
Credit Facility Provider of any Bonds hereunder shall be considered a third -party beneficiary to
this Resolution with respect to such Bonds.
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ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT
BONDHOLDERS' CONSENT. The Issuer, from time to time and at any time, may adopt such
Supplemental Resolutions without the consent of the Bondholders (which Supplemental
Resolution shall thereafter form a part hereof) for any of the following purposes:
(A) To cure any ambiguity or formal defect or omission or to correct any inconsistent
provisions in this Resolution or to clarify any matters or questions arising hereunder.
(B) To grant to or confer upon the Bondholders any additional rights, remedies, powers,
authority or security that may lawfully be granted to or conferred upon the Bondholders.
(C) To add to the conditions, limitations and restrictions on the issuance of Bonds under
the provisions of this Resolution other conditions, limitations and restrictions thereafter to be
observed.
(D) To add to the covenants and agreements of the Issuer in this Resolution other
covenants and agreements thereafter to be observed by the Issuer or to surrender any right or power
herein reserved to or conferred upon the Issuer.
(E) To specify and determine the matters and things referred to in Section 2.01 hereof,
including the issuance of any Series of Bonds, and also any other matters and things relative to
such Bonds which are not contrary to or inconsistent with this Resolution as theretofore in effect,
or to amend, modify or rescind any such authorization, specification or determination at any time
prior to the first delivery of such Bonds.
(F) To change or modify the description of the Project.
(G) To specify and determine matters necessary or desirable for the issuance of
Variable Rate Bonds, Federal Subsidy Bonds or Capital Appreciation Bonds, or the execution and
delivery of a Hedge Agreement.
(H) To authorize any Project.
(I) To make any other change that, in the opinion of the Issuer, would not materially
adversely affect the security for the Bonds. In making such determination, the Issuer shall not take
into consideration any Bond Insurance Policy.
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SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS'
AND CREDIT FACILITY PROVIDER'S CONSENT. Subject to the terms and provisions
contained in this Section 7.02 and Sections 7.01 and 7.03 hereof, the Holder or Holders of not less
than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right,
from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent
to and approve the adoption of such Supplemental Resolution or Resolutions hereto as shall be
deemed necessary or desirable by the Issuer for the purpose of supplementing, modifying, altering,
amending, adding to or rescinding, in any particular, any of the terms or provisions contained in
this Resolution; provided, however, that if such modification or amendment will, by its terms, not
take effect so long as any Bonds of any maturity remain Outstanding, the consent of the Holders
of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the
purpose of any calculation of Outstanding Bonds under this Section 7.02. Any Supplemental
Resolution which is adopted in accordance with the provisions of this Section 7.02 shall also
require the written consent of the Insurer. No Supplemental Resolution may be approved or
adopted which shall permit or require (A) an extension of the maturity of the principal of or the
payment of the interest on any Bond issued hereunder, (B) reduction in the principal amount of
any Bond or the rate of interest thereon, (C) the creation of a lien upon or a pledge of the Ad
Valorem Taxes other than the lien and pledge created by this Resolution or as otherwise permitted
hereby, (D) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (E) a
reduction in the aggregate principal amount of the Bonds required for consent to such
Supplemental Resolution. Nothing herein contained, however, shall be construed as making
necessary the approval by Bondholders or a Credit Facility Provider of the adoption of any
Supplemental Resolution as authorized in Section 7.01 hereof.
If at any time the Issuer shall determine that it is necessary or desirable to adopt any
Supplemental Resolution pursuant to this Section 7.02, the Clerk shall cause the Registrar to give
notice of the proposed adoption of such Supplemental Resolution and the form of consent to such
adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they appear on the
registration books and to all Insurers of Bonds Outstanding. Such notice shall briefly set forth the
nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at
the offices of the Clerk and the Registrar for inspection by all Bondholders. The Issuer shall not,
however, be subject to any liability to any Bondholder by reason of its failure to cause the notice
required by this Section 7.02 to be mailed and any such failure shall not affect the validity of such
Supplemental Resolution when consented to and approved as provided in this Section 7.02.
Whenever the Issuer shall deliver to the Clerk an instrument or instruments in writing
purporting to be executed by the Holders of not less than a majority in aggregate principal amount
of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed
Supplemental Resolution described in such notice and shall specifically consent to and approve
the adoption thereof in substantially the form of the copy thereof referred to in such notice,
thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution in substantially
such form, without liability or responsibility to any Holder of any Bond, whether or not such
Holder shall have consented thereto.
If the Holders of not less than a majority in aggregate principal amount of the Bonds
Outstanding at the time of the adoption of such Supplemental Resolution shall have consented to
34
and approved the adoption thereof as herein provided, no Holder of any Bond shall have any right
to object to the adoption of such Supplemental Resolution, or to object to any of the terms and
provisions contained therein or the operation thereof, or in any manner to question the propriety
of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or from taking
any action pursuant to the provisions thereof.
Upon the adoption of any Supplemental Resolution pursuant to the provisions of this
Section 7.02, this Resolution shall be deemed to be modified and amended in accordance
therewith, and the respective rights, duties and obligations under this Resolution of the Issuer and
all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in
all respects under the provisions of this Resolution as so modified and amended.
SECTION 7.03. AMENDMENT WITH CONSENT OF CREDIT FACILITY
PROVIDER ONLY. For purposes of amending this Resolution pursuant to Section 7.02 hereof,
a Credit Facility Provider of a Series of Bonds shall be considered the Holder thereof, provided
such Series of Bonds, at the time of the adoption of the amendment, shall be rated by the rating
agencies which shall have rated the Bonds no lower than the initial ratings assigned thereto by
such rating agencies. The consent of the Holders of Bonds shall not be required if the Credit
Facility Provider shall consent to the amendment as provided by this Section 7.03. The foregoing
right of amendment, however, does not apply to any amendment to Section 5.06 hereof with
respect to the exclusion of interest on the Bonds from gross income for purposes of federal income
taxation or the amendments described in the penultimate sentence of the first paragraph of Section
7.02 hereof. Prior to adoption of any amendment made pursuant to this Section 7.03, notice of such
amendment shall be delivered to the rating agencies rating the Bonds. Upon filing with the Clerk
of evidence of such consent of a Credit Facility Provider as aforesaid, the Issuer may adopt such
Supplemental Resolution. After the adoption by the Issuer of such Supplemental Resolution, notice
thereof shall be mailed in the same manner as notice of an amendment under Section 7.02 hereof.
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ARTICLE VIII
DEFEASANCE
SECTION 8.01. DEFEASANCE. If (A) the Issuer shall pay or cause to be paid or
there shall otherwise be paid to the Holders of any Series of Bonds the principal and interest or
Redemption Price due or to become due thereon, at the times and in the manner stipulated therein
and in this Resolution, and (ii) the Issuer shall pay all amounts owing to any Credit Facility
Provider issuing a Credit Facility with respect to such Series of Bonds, and all covenants,
agreements and other obligations of the Issuer to the holders of such Series of Bonds shall
thereupon cease, terminate and become void and be discharged and satisfied. In such event, the
Paying Agents shall pay over or deliver to the Issuer all money or securities held by them pursuant
to this Resolution which are not required for payment or redemption of any Series of Bonds not
theretofore surrendered for such payment or redemption.
Any Bonds or interest installments appertaining thereto shall be deemed to have been paid
within the meaning of this Section 8.01 if there shall have been deposited in irrevocable trust with
a banking institution or trust company by or on behalf of the Issuer either moneys in an amount
which shall be sufficient, or Federal Securities verified by an independent certified public
accountant to be in such amount that the principal of and the interest on or redemption price which
when due will provide moneys which, together with the moneys, if any, deposited with such
banking institution or trust company at the same time shall be sufficient, to pay the principal of
and interest due and to become due on said Bonds on and prior to the maturity date thereof. Except
as hereafter provided, neither the Federal Securities nor any moneys so deposited with such
banking institution or trust company nor any moneys received by such bank or trust company on
account of principal of or redemption price, if applicable, or interest on said Federal Securities
shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust
for and be applied to, the payment, when due, of the principal of or redemption price of the Bonds
for the payment of which they were deposited and the interest accruing thereon to the date of
maturity; provided, however, the Issuer may substitute new Federal Securities and moneys for the
deposited Federal Securities and moneys if the new Federal Securities and moneys are sufficient
to pay the principal of and interest on or redemption price of the refunded Bonds.
For purposes of determining whether Variable Rate Bonds shall be deemed to have been
paid prior to the maturity or the redemption date thereof, as the case may be, by the deposit of
moneys, or specified Federal Securities and moneys, if any, in accordance with this Section 8.01,
the interest to come due on such Variable Rate Bonds on or prior to the maturity or redemption
date thereof, as the case may be, shall be calculated at the Maximum Interest Rate; provided,
however, that if on any date, as a result of such Variable Rate Bonds having borne interest at less
than the Maximum Interest Rate for any period, the total amount of moneys and specified Federal
Securities on deposit for the payment of interest on such Variable Rate Bonds is in excess of the
total amount which would have been required to be deposited on such date in respect of such
Variable Rate Bonds in order to satisfy this Section 8.01, such excess shall be paid to the Issuer
free and clear of any trust, lien, pledge or assignment securing the Bonds or otherwise existing
under this Resolution.
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If Bonds are not to be redeemed or paid within 60 days after any such defeasance described
in this Section 8.01, the Issuer shall cause the Registrar to mail a notice to the Holders of such
Bonds that the deposit required by this Section 8.01 of moneys or Federal Securities has been made
and said Bonds are deemed to be paid in accordance with the provisions of this Section 8.01 and
stating such maturity date upon which moneys are to be available for the payment of the principal
of and interest on or redemption price of said Bonds. Failure to provide said notice shall not affect
the Bonds being deemed to have been paid in accordance with the provisions of this Section 8.01.
Notwithstanding anything herein to the contrary, in the event that the principal of or interest
due on the Bonds shall be paid by a Credit Facility Provider, such Bonds shall remain Outstanding,
shall not be defeased or otherwise satisfied and shall not be considered paid by the Issuer, and the
pledge of the Ad Valorem Taxes and all covenants, agreements and other obligations of the Issuer
to the Bondholders shall continue to exist and Credit Facility Provider shall be subrogated to the
rights of such Bondholders.
[Remainder of page intentionally left blank]
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ARTICLE IX
MISCELLANEOUS
SECTION 9.01. CAPITAL APPRECIATION BONDS. For the purposes of (A)
receiving payment of the Redemption Price if a Capital Appreciation Bond is redeemed prior to
maturity, or (B) receiving payment of a Capital Appreciation Bond if the principal of all Bonds
becomes due and payable under the provisions of this Resolution, or (C) computing the amount of
Bonds held by the Holder of a Capital Appreciation Bond in giving to the Issuer or any trustee or
receiver appointed to represent the Bondholders any notice, consent, request or demand pursuant
to this Resolution for any purpose whatsoever, the principal amount of a Capital Appreciation
Bond shall be deemed to be its Accreted Value.
SECTION 9.02. SALE OF BONDS. The Bonds shall be issued and sold at public or
private sale at one time or in installments from time to time and at such price or prices as shall be
consistent with the provisions of the Act, the requirements of this Resolution and other applicable
provisions of law, all as provided in a Supplemental Resolution.
SECTION 9.03. GENERAL AUTHORITY. The members of the Board and the
officers, attorneys and other agents or employees of the Issuer are hereby authorized to do all acts
and things required of them by this Resolution or which are desirable or consistent with the
requirements of this Resolution for the full punctual and complete performance of all the terms,
covenants and agreements contained herein or in the Bonds and this Resolution, including the
execution of any documents or instruments relating to insuring payment of the Bonds, and each
member, employee, attorney and officer of the Issuer or the Clerk are hereby authorized and
directed to execute and deliver any and all papers and instruments and to be and cause to be done
any and all acts and things necessary or proper for carrying out the transactions contemplated
hereunder. If the Chairman is unavailable or unable at any time to perform any duties or functions
hereunder, the Vice -Chairman is hereby authorized and directed to act on his or her behalf.
SECTION 9.04. SEVERABILITY OF INVALID PROVISIONS. If anyone or
more of the covenants, agreements or provisions of this Resolution 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 covenants,
agreements or provisions shall be null and void and shall be deemed separable from the remaining
covenants, agreements and provisions of this Resolution and shall in no way affect the validity of
any of the other covenants, agreements or provisions hereof or of the Bonds issued hereunder.
SECTION 9.04. VALIDATION AUTHORIZED. To the extent deemed necessary
by Bond Counsel or desirable by the County Attorney, Bond Counsel is authorized to institute
appropriate proceedings for validation of the Bonds herein authorized pursuant to Chapter 75,
Florida Statutes.
SECTION 9.05. REPEAL OF INCONSISTENT RESOLUTIONS. All
ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to
the extent of such conflict.
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SECTION 9.06. EFFECTIVE DATE. This Resolution shall take effect
immediately upon its adoption.
DONE AND ADOPTED, in Regular Session of the Board of County Commissioners of
Indian River County, Florida, this 31" day of January, 2023.
BOARD OF COUNTY COMMISSIONERS
INDIAN RIVER COUNTY, FLORIDA
(SEAL)
By: Cl�vt�- •:*
Chai e
ATTEST: •'��'
:'209• 1 •oQ•
• �•`9��FR�CO�N,�y�•�, •'
N
Cl rk ApptnOVED AST
OCOWN7Y r
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