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HomeMy WebLinkAbout1979-116RESOLUTION NO. 79-116 A RESOLUTION PROVIDING FOR THE RECONSTRUCTION, ALTERATION, FURNISHING AND EQUIPPING OF A14 ADMINISTRATION BUILDING, COURTHOUSE AND ANNEXES IN INDIAN RIVER COUNTY, FLORIDA; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $4,350,000 CAPITAL IMPROVEMENT REVENUE BONDS TO FINANCE THE COST THEREOF; AND PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH BONDS FROM THE RACE TRACK FUNDS AND JAI ALAI FRONTON FUNDS ACCRUING ANNUALLY TO INDIAN RIVER COUNTY, FLORIDA, PURSUANT TO LAW. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA (hereinafter referred to as "Board"), that: SECTION 1. AUTHORITY FOR RESOLUTION. This resolution' is adopted pursuant to the provisions of Chapter 125, Florida Statutes, Indian River County Ordinance No. 77-19 enacted August 3, 1977, and effective August 9, 1977, and other applicable provi- sions of law. SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires. words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. A. "Issuer" or "County" shall mean Indian River County, Florida. B. "Board" shall mean the Board of County Commissioners of Indian River County, Florida. C. "Act" shall mean Chapter 125, Florida Statutes, Indian River County Ordinance No. 77-19, enacted August 3, 1977, and effective August 9, 1977, and other applicable provisions of law. D. "Resolution" shall mean this resolution. E. "Obligations" shall mean the Capital improvement Revenue Bonds, Series 1980, herein authorized to be issued. F. "Serial Obligations" shall mean any Obligations for the payment of the principal of which, at the maturity thereof, -1- no fixed Amortization Installment or bond redemption deposits are required to be made prior to the twelve-month period immediately preceding the stated date of maturity thereof. G. "Term Obligations" shall mean the Obligations of a series all of which shall be stated to mature on one date and which shall be subject to retirement by operation of the Bond Amortization Account herein established within the Bond Service Fund. H. "Amortization Installment", with respect to any Term Obligations of a series, shall mean an amount or amounts so designated which is or are established for the Term Obligations of such series, provided that the aggregate of such Amortization Installments for each maturity of Term Obligations of such series shall equal the aggregate principal amount of each maturity of Term Obligations of such series delivered on original issuance. I. "Bond service requirement" for any Fiscal Year, as applied to the Obligations of any series, shall mean the sum of: (1) the amount required to pay the interest becoming due on the Obligations of such series during such Fiscal Year, except to the extent that such interest shall have been provided by payments into the Bond Service Fund out of proceeds of the sale of the Obligations for a specific period of time or by payments of investment income into the Bond Service Fund from the Bond Amortization Account or any accounts therein; (2) the amount required to pay the principal of Serial Obligations of such series maturing in such Fiscal Year; and (3) the Amortization Installments established for the maturities of. Term Obligations of such series for such Fiscal Year. J. "Maximum bond service requirement" shall mean, as of any particular date of calculation, the bond service requirement which is largest in dollar amount for the then current or any future Fiscal Year. K. "Holder of Obligations" or "Holders" or any similar -2- o term shall mean any person who shall be the bearer or owner of any outstanding Obligation or Obligations registered to bearer, or not registered, or the registered owner of any such Obligation or Obligations which shall at the time be registered other than to bearer. L. "Race Track Funds and Jai Alai Fronton Funds" shall mean that portion of. the Race Track Funds and Jai Alai Fronton Funds accruing annually to the County under the provisions of Chapters 550 and 551, Florida Statutes, and allocated to the Board pursuant to law. M. "Authorized investments" shall mean any of the following if and to the extent the same are at the time legal for investment of municipal funds; (a) direct obligations of or obli- gations guaranteed by the United States; (b) bonds, debentures or notes issued by any of the following federal agencies: Bank for Cooperatives; Federal Intermediate Credit Banks; Federal Home Loan Bank System Export -Import Bank of Washington; Federal Land Banks; or the Federal National Mortgage Association (including Participation Certificates); (c) Public Housing Bonds, Temporary Notes, or Preliminary Loan Notes fully secured by contracts with the United States;.(d) full faith and credit obligations of any State, provided that at the time of purchase such obligations are rated in either of the two highest rating categories by two nationally recognized bond rating agencies; (e) corporate deben- tures rated in the highest rating category by two nationally recognized bond rating agencies; or (f) time deposits represented by certificates of deposit fully secured in the manner provided by the laws of the State of Florida. N. "Fiscal year" shall.mean the period commencing on October 1 of each year and ending on the succeeding September 30, or such other period as is at the time prescribed by law. SECTION 3. FINDINGS. It is hereby found and determined as follows: A. It is necessary and desirable to reconstruct, alter, -3- s furnish and equip existing capital facilities of. the County for use as an Administration Building, Courthouse and Annexes (hereinafter referred to as "Project"), in accordance with the plans and specifications of Connell, Metcalf & Eddy, Coral Gables, Florida, Architects, now on file or to be filed with the Clerk of the Board. B. The County is authorized to pledge that portion of the Race Track Funds and Jai Alai Fronton Funds accruing annually to Indian River County under the provisions of Chapters 550 and 551, Florida Statutes, as allocated to the Board pursuant to law, and the income from the investment of monies in the funds and accounts hereinafter established to pay the principal of and interest on the Obligations to be issued as hereinafter set forth. C. The estimated cost of such Project, as above described, is the sum of Four Million Three Hundred Fifty Thousand Dollars ($4,350,000). Such cost, in addition to the specific items contained in the plans and specifications, may be deemed to include the acquisition of any land or interest therein, or of any fixtures or equipment, or properties necessary or convenient therefor; expenses for estimates of costs and of revenues; expen- ses for plans, specifications and surveys; administrative expenses; interest on the Obligations proposed to be issued prior to, during, and for not exceeding one year following the comple- tion of the Project; establishment of reasonable reserves for debt service; bond discount, if any; municipal bond insurance, if any; and such other expenses as may be necessary or incidental for the financing authorized by this Resolution, the undertaking of the Project, and the placing of the same in operation. D. The principal of and interest on the Obligations to be issued pursuant to this Resolution and all other payments pro- vided for herein will be payable solely from the Race Track Funds and Jai Alai Fronton Funds and the income from the investment of monies in the funds and accounts hereinafter established in the manner herein provided. E. Neither the Board nor the County will be required to levy taxes on any real property within the County to pay the principal of and interest on the Obligations or to make any other payments provided for herein. The Obligations issued pursuant to .0 this Resolution shall not constitute a lien upon any properties of the Board or any properties of or in the County. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In con- sideration of the acceptance of the Obligations authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the County and such Holders. The covenants and agreements herein set forth to be performed by the County shall be for the equal benefit, protection and security of the legal Holders of any and all of such Obligations and the coupons attached thereto, all of which shall be of equal rank and without preference, priority, or distinction of any of the Obligations or coupons over any other thereof, except as expressly provided therein and herein. SECTION 5. AUTHORIZATION OF OBLIGATIONS. Subject and pursuant to the provisions of this Resolution, obligations of the County to be known as "Capital Improvement Revenue Bonds, Series 1980" herein sometimes referred to as "Obligations," are hereby authorized to be issued in an aggregate principal amount not exceeding Four Million Three Hundred Fifty Thousand Dollars ($4,350,000). SECTION 6. DESCRIPTION OF OBLIGATIONS. The Obligations shall be numbered consecutively from one upward; shall be in the denomination of $5,000 each; shall be dated; shall bear interest, payable semi-annually, at such rate or rates not exceeding the maximum legal rate allowable by law; and shall mature on such date in such years and amounts, all as shall be determined by subsequent resolution of the Board adopted on or prior to the sale of the Obligations. Such Obligations shall be issued in coupon form; shall be payable with respect to both principal and interest at a place or places to be determined by the Board prior to the delivery of. the Obligations; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable in accordance with and upon surrender of -5- s the appurtenant interest coupons as they severally mature. SECTION 7. EXECUTION OF OBLIGATIONS AND COUPONS. The Obligations shall be executed in the name of the County by the Chairman of the Board and countersigned and attested by its Clerk, and its corporate seal or facsimile thereof shall he affixed thereto or reproduced thereon. The facsimile signature of the Chairman or the Clerk may be imprinted or reproduced on the Obligations, provided that at least one signature required to be placed thereon shall be manually subscribed. In case any one or more of the officers who shall have signed or sealed any of the Obligations shall cease to be such officer of the Board before the Obligations so signed and sealed shall have been actually sold and delivered, such Obligations may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Obligations had not ceased to hold such office. Any Obligation may be signed and sealed on behalf of the County by such person who at the actual time of the execution of such Obligations shall hold the proper office in the County, although at the date of such Obligations such person may not have held such office or may not have been so authorized. The coupons attached.to the Obligations shall be authen- ticated with the facsimile signature of any present or future Chairman of the Board, and the validation certificate on said Obligations shall be executed with the facsimile signature of said Chairman. The Board may adopt and use for such purposes the fac- simile signature of any person who shall have been such Chairman at any time on or after the date of the Obligations, not- withstanding that he may have ceased to be such officer at the time such Obligations shall be actually sold and delivered. SECTION 8. NEGOTIABILITY AND REGISTRATION. The Obligations issued hereunder shall be and shall have all of the qualities and incidents of negotiable instruments under the law merchant and the laws of the State of Florida, and each suc- cessive Holder, in accepting any of said Obligations or the -6- coupons appertaining thereto, shall be conclusively deemed to have agreed that such Obligations shall be and shall have all of the qualities and incidents of negotiable instruments under the law merchant and the laws of the State of Plorida. The Obligations may be registered at the option of the Holder as to principal only at the office of the Clerk of the Board, as Registrar, or with such other registrar as may be sub- sequently designated by such Board, such registration to be noted on the back of the Obligations in the space provided therefor. After such registration as to principal only, no transfer of the Obligations shall be valid unless made at said office by the written assignment of the registered owner, or by his duly authorized attorney in a form satisfactory to the Registrar, and similarly noted on the Obligations, but the Obligations may be discharged from registration by being in like manner transferred to bearer and thereupon transferability by delivery shall be restored. At the option of the Holder, the Obligations may thereafter again from time to time be registered or transferred to bearer as before. Such registration as to principal only shall not affect the negotiability of the coupons which shall continue to pass by, delivery. SECTION 9. OBLIGATIONS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Obligation shall become mutilated, or be destroyed, stolen or lost, the County may, in its discretion, issue and deliver a new Obligation with all unmatured coupons attached of like tenor as the Obligation and attached coupons, if any, so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Obligation, upon surrender and cancellation of such mutilated Obligation and attached coupons, if any, or in lieu of and substitution for the Obligation and attached coupons, if any, destroyed, stolen or lost, and upon the Holder furnishing the County proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the County may prescribe and paying -7- such expenses as the County may incur. All Obligations and coupons so surrendered shall be cancelled by the Clerk of the Board. If any such Obligations or coupons shall have matured or be about to mature, instead of issuing a substitute Obligation or coupon, the County may pay the same, upon being indemnified as aforesaid and if such Obligation or coupon be lost, :stolen or destroyed, without surrender thereof. Any such duplicate Obligations and coupons issued pur- suant to this section shall. constitute original, additional., contractual obligations on the part of the County whether or not the lost, stolen or destroyed Obligations or coupons be at any time found by anyone, and such duplicate Obligations and coupons shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the same extent as all other Obligations and coupons issued hereunder. SECTION 10. PROVISION FOR REDEMPTION. The Obligations of any maturity may be made subject to redemption prior to their specified date of maturity, at the option of the County, at such prices and under such terms and conditions as shall be fixed by resolution or resolutions of the County adopted at or prior to the sale thereof. Notice of such redemption (i) shall be published at least thirty (30) days prior to the redemption date in a finan- cial journal published in the Borough of Manhattan, City and State of New York, (ii) shall be filed with the paying agents for said Obligations, and (iii) shall be mailed, postage prepaid, to all registered owners of Obligations to be redeemed at their addresses as they appear on the registration books hereinabove provided for.. Interest shall cease to accrue on any Obligations duly called for prior redemption on the redemption date, if payment thereof has been duly provided for. SECTION 11. FORM OF OBLIGATIONS AND COUPONS. The text of the Obligations, the interest coupons and the certificate of Z:10 validation to appear thereon shall. be in substantially the following form, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution or in any subsequent resolution adopted prior to the issuance thereof: • -9- w No. $5,000 UNITED STATES OF AMERICA STATE OF FLORIDA INDIAN RIVER COUNTY CAPITAL IMPROVEMENT REVENUE BOND, SERIES 1980 KNOW ALL MEN 13Y THESE PRESENTS, that Indian River County, Florida (hereinafter referred to as "County"), for value received hereby promises to hay to the hearer, or it this bond he registered, to the registered holder as herein provided, on the first day of T , 19r, solely from the special funds hereinafter mentioned, the principal sum of FIVE THOUSAND DOLLARS and to pay interest thereon from the date of this bond until payment of such principal sum at the rate of per centum (_%) per annum, payable semi—annually on the first day of and the first day of of each year upon the presentation and surren]er of the annexed coupons as they severally fall due. Both principal of and interest on this bond are payable at , or at the option of the holder, at , in lawful money of the United States of America. This hond is one of an authorized issue of bonds, in an aggregate principal amount not exceeding Four Million Three Hundred Fifty Thousand Doltars ($4,350,000), of like late, tenor and effect except as to number, interest rate (if all bonds do not bear the same rate), and date of maturity, issued to finance the cost of the reconstruction, alteration, furnishing and equipping of an Administration Building, Courthouse and Annexes in the County, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter. 125, Florida Statutes, County Ordinance No, 77-19, enacted August 3, 1977, and effective August 9, 1977, and other applicable provisions of law, and a resolution duly adopted by the Board of County Commissioners of such County (the "Board") on the -10- El day of , 1979, as supplemented (hereinafter collectively called "Resolution"), and is subject to all the terms and conditions of such Resolution. This bond and the coupons appertaining thereto are payable solely from and secured by a first lien upon and a pledge of that portion of the Race Track Funds and Jai Alai Fronton Funds accruing annually to the County under the provisions of Chapters 550 and 551, Florida Statutes, and allocated to the Board pursuant to law and the income from the investment of monies held in the funds and accounts established by Section 14 of the Resolution. This bond does not constitute an indebtedness of the Board or of the County within the meaning of any constitu- tional, statutory or charter provision or limitation. It is expressly agreed by the holder of this bond that such holder shall never have the right to require or compel the levy of ad valorem taxes for the payment of the principal of and interest on this bond or for the making of any sinking fund, reserve or other payments provided for in the Resolution. This bond and the indebtedness evidenced thereby shall not constitute a lien upon any property of the Board or upon any property of or in the County but shall constitute a lien only upon the portion of the Race Track Funds and Jai Alai Fronton Funds accruing annually to the County and the income from investments in the funds and accounts established by Section 14 of the Resolution in the manner above recited. It is hereby certified and recited that all acts, con- ditions and things required to exist, to happen and to be per- formed 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 Statutes and Constitution of the State of Florida applicable thereto, and that the issuance of this bond and of the issue of bonds of which this bond is one does not violate any constitutional or statutory limitation. This bond and the coupons appertaining thereto are and have all the qualities and incidents of a negotiable instrument under the law merchant and the laws of the State of Florida. (Insert Redemption Provisions) Notice of such redemption shall be given in the manner f required by the Resolution. This bond may be registered as to principal only in accordance with the provisions endorsed hereon. IN WITNESS WHEREOF, Indian River County, Florida, has issued this bond and has caused the same to be executed by the Chairman of its Board of County Commissioners and attested and countersigned by the Clerk of such Board, either manually or with their facsimile signatures, and its corporate seal or a facsimile thereof, to be affixed, impressed, imprinted, lithographed or reproduced hereon, and has caused the interest coupons hereto attached to he executed with the facsimile signature of said Chairman, all as of the first day of , 19 INDIAN RIVER COUNTY, FLORIDA ATTESTED AND COUNTERSIGNED: Clerk, Board of County Commissioners By: Chairman, Board of County Commissioners FORM OF COUPON No. $ Unless the bond to which this coupon is attached is callable and has been duly called for prior redemption and provi- sion duly made for the payment thereof, on the first day of , 19_, Indian River County, Florida, promises to pay to bearer at , at the option of the holder, at , from the funds described in the bond to which this coupon is attached, the amount shown hereon, in lawful money of the United States of America, upon presentation and surrender of this coupon, being six months' interest then due upon its Capital Improvement Revenue Bond, Series 1980, dated 1, 19 , numbered -12- s Chairman, 0oa_r_T­onty -Com- missioners, Indian River County, (SEAL) Florida FORM OF VALIDATION CERTIFICATE This bond is one of a series of bonds which were vali- dated and confirmed by judgment of the Circuit Court for. Indian River County, Florida, rendered on , 19 Chairman, Board of County Com- missioners, Indian River County, Florida REGISTRATION PROVISION This bond may be registered as to principal only in the name of the Holder on the books to be kept by the Clerk of the Board of County Commissioners of Indian River County, Florida, as Registrar, or such other Registrar as may be subsequently designated by such Board, such registration being noted hereon by such Registrar in the registration blank below, after which no transfer shall be valid unless made by the registered holder, or his attorney duly authorized, and noted on said books and in the registration blank .below, but it may be discharged from registra- tion by being transferred to bearer after which it shall be transferable by delivery, but it may be again registered as before. Such registration shall not restrain the negotiability of the coupons by delivery. DATE OF IN WHOSE NAME SIGNATURE OF REGISTRAT:[ON REGISTERED REGISTRAR -13- SECTION 12. SECURITY FOR OBLIGATIONS. The principal of and interest on the Obligations shall be secured forthwith equally and ratably by a first lien upon and a pledge of all of the portion of Race Track Funds and Jai Alai Fronton Funds accruing annually to the County under the provisions of Chapters 550 and 551, Florida Statutes, and allocated to the Board pur- suant to law and the income from the investment of monies held in the various funds and accounts hereinafter established in Section 14 hereof. The County hereby irrevocably pledges such funds to the payment of the principal of and interest on the Obligations issued hereunder SECTION 13. OBLIGATIONS NOT DEBT OF' BOARD OR COUNTY. Neither the Obligations nor coupons shall be or constitute general obligations or indebtedness of the Board or of the County within the meaning of any constitutional or statutory .limitation of indebtedness, but shall be payable solely from and secured by a first lien upon and a pledge of that portion of the Race Track Funds and Jai Alai Fronton Funds accruing annually to the County under the provisions of Chapters 550 and 551, Florida Statutes, and allocated to the.Board pursuant to law and the income from the investment of monies held in the various funds and accounts hereinafter established in Section 14 hereof. No holder or holders of any Obligations issued hereunder or of any coupons appertaining thereto shall ever_ have the right to compel the levy of ad valorem taxes to pay the Obligations or interest thereon or for the making of any other payments provided for in this Resolution. SECTION 14. COVENANTS OF THE COUNTY. For as long as any of the principal of and interest on any of the Obligations shall be outstanding and unpaid or until there shall have been set apart in the Bond Service Fund, herein established, including the Bond Amortization Account and the Reserve Account therein, a sum sufficient to pay when due the entire principal of the Obligations remaining unpaid, together with interest accrued or to accrue thereon, the County covenants with the holders of any and all Obligations as follows: A. REVENUE FUND. Promptly after issuance of any of the Obligations the County will deposit all of the Race Track Funds i and Jai Alai Fronton Funds immediately upon receipt into a spe- cial fund which is hereby created and designated "Indian River County Capital Improvement Revenue Bonds, Series 1980, Revenue Fund" (hereinafter referred to as the "Revenue Fund"). B. DISPOSITION OF RACE TRACK FUNDS. All Race Track Funds and Jai Alai Fronton Funds at any time remaining cn deposit in the Revenue Fund hereinabove created and established shall be disposed of commencing with the Fiscal Year 1979-80, only in the following manner and in the following order of priority: (1) Moneys on deposit in the Revenue Fund shall first be used for deposit into a separate fund, which is hereby created and designated the "Bond Service Fund", such sums as will be suf- ficient to pay the following amounts on a parity basis (a) all interest becoming due and payable on the Obligations during the current Fiscal Year, (b) the principal amount of Serial Obligations which will become due and payable on the next prin- cipal maturity date; and (c) the Amortization Installments, if any, required to be made on the next annual payment date. Such Amortization Installments shall be credited to a "Bond Amortization Account", which is hereby created and established in said Bond Service Fund. A separate special sub - account within the Bond Amortization Account shall be established for each series of Term Obligations outstanding, and if there shall be more than one stated maturity for Term Obligations of a series, then a separate special subaccount in the Bond Amortization Account shall be established for each such separate maturity of Term Obligations. Upon the sale of any series of Term Obligations, the County shall, by resolution, establish the amounts and maturities of such Amortization Installments for each series, and if there shall be more than one maturity of Term Obligations within a series, the Amortization Installments for the Term Obligations of each maturity. Moneys on deposit in each of the separate special sub- -15- 6 14 1 accounts in the Bond Amortization Account shall either be used for the open market purchase or the redemption of Term Obligations of the series or maturity of Term Obligations within a series for which such separate special subaccount is established in the manner hereinafter specified. (2) Moneys remaining in the Revenue Fund shall next be applied by the County to maintain a Reserve Account in said Bond Service Fund, which Reserve Account is hereby created and established, in an amount equal to the maximum bond service requirement on the Obligations, all or a portion of which such sum may be initially provided from the proceeds of the sale of the Obligations. The County shall thereafter deposit annually into said Reserve Account an amount equal to twenty per cent (20%) of the difference between the amount, if any, so deposited upon the delivery of the Obligations and the amount required to be maintained therein by the provisions of this subparagraph (2). No further payments shall be required to be made into such Reserve Account when there has been deposited therein and as long as there shall remain on deposit therein a sum equal to the maxi- mum bond service requirement on the Obligations. Any withdrawals from the Reserve Account shall be sub- sequently restored from the first moneys available in the Revenue Fund after all required current payments into the Bond Service Fund, including the Bond Amortization Account therein, and into the Reserve Account, including all deficiencies for prior payments, have been made in full. Moneys in the Reserve Account shall be used only for the purpose of the payment of maturing principal (including Amortization Installments) of or interest on the Obligations when the moneys in the Bond Service Fund are insufficient therefor, and for no other purpose. whenever the amount on deposit in the Reserve Account exceeds the amount required to be maintained therein by the pro- visions of this subparagraph (2), the excess may be withdrawn and -16- deposited into the Bond Service Fund or the Bond Amortization Account therein, or may be used by the County for the redemption of Obligations of not less than $10,000 in principal amount at any one time, in the manner herein provided, or for the purchase of Obligations in the open market at prices not exceeding the then applicable call price, or for any other lawful purpose. The County shall not be required to make any further payments into the Bond Service Fund, including the Bond Amortization Account therein, or into the Reserve Account when (i) the aggregate amount of moneys in such Bond Service Fund, the Bond Amortization Account therein, and the Reserve Account therein are at least equal to the aggregate principal amount of Obligations then outstanding, plus the amount of interest then due or thereafter to become due on such Obligations then outstanding or (ii) the County shall have made provision for payment of the Obligations as provided in Section 17 of this Resolution. (3) The balance of any moneys remaining in the Revenue Fund after the above required current payments have been made may be used by the -County for any lawful purpose. (4) The Revenue Fund, the Bond Service Fund and the s Bond Amortization Account and the Reserve Account therein, and any other special funds or accounts herein established and created shall constitute trust funds for the purposes provided herein for such funds. All such funds shall be continuously secured in the same manner as state and municipal deposits are required to be secured by the laws of the State of Florida. Moneys on deposit in any of such funds and accounts may be invested and reinvested in Authorized Investments. Investments made with moneys in the Revenue Fund and the Bond Service Fund (including the Bond Amortization Account therein) must mature not later than the date that such moneys will be needed but in no event later than one year from the date of purchase. Investments made with moneys in the Reserve Account -17- A must mature not later than the final maturity of any obligations then outstanding. Any and all income received by the County from all such investments shall upon receipt thereof be deposited into the Revenue Fund. The cash required to be accounted for in each of the foregoing funds and accounts established herein may be deposited in a single bank account, and funds allocated to the various accounts established herein may be invested in a common invest- ment pool, provided that adequate accounting records are main- tained to reflect and control the restricted allocation of the cash on deposit therein and such investments for the various pur- poses of such funds and accounts as herein provided. The designation and establishment of the various funds in and by this Instrument 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 rather is intended solely to constitute an ear- marking of certain moneys and assets of the County for certain purposes and to establish certain priorities for application of such moneys and assets as herein provided. C. OPERATION OF BOND AMORTIZATION ACCOUNT. Moneys held for the credit of the Bond Amortization Account shall be applied to the retirement of Term Obligations as follows: (1) Subject to the provisions of Paragraph (3) below, the County shall endeavor to purchase Term Obligations then out- standing at the most advantageous price obtainable with reason- able diligence, such price not to exceed the principal of such Term Obligations plus the amount of the premium, if any, which would be payable on the next redemption date to the Holders of such Term Obligations if such Term Obligations should be called for redemption on such date from moneys in the Bond Amortization Account. The County shall pay the interest accrued on such Term Obligations to the date of delivery thereof from the Bond Service Fund and the purchase price from the Bond Amortization Account therein, but no such purchase shall be made by the County within _18- w the period of 45 days immediately preceding any interest payment date on which Term Obligations are subject to call for redemp- tion, except from moneys in excess of the amounts set aside or deposited for the redemption of Term Obligations. (2) Subject to the provisions of Paragraph (3) below, whenever sufficient money is on deposit in the Bond Amortization Account to redeem $5,000 or more principal amount of Term Obligations, the County shall call for redemption from money in the Bond Amortization Account such amount of Term Obligations then subject to redemption as, with the redemption premium, if any, will exhaust the money then held in the Bond Amortization Account as nearly as may be practicable. Prior to calling Term Obligations for redemption, the County shall withdraw from the Bond Service Fund and from the Bond Amortization Account therein and set aside in separate accounts or deposit with the paying agents the respective amounts required for paying the interest on and the principal of and redemption premium applicable to the Term Obligations so called for redemption. (3) Moneys in the Bond Amortization Account shall be applied by the County in each Fiscal Year to the retirement of Term Obligations then outstanding in the following order: (a) The Term Obligations of each series of Obligations to the extent of the Amortization Installment, if any, for such Fiscal Year for the Term Obligations of each such series then outstanding, plus the applicable premium, if any, and, if the amount available in such Fiscal Year shall not be sufficient therefor, then in proportion to the Amortization Installment, if any, for such Fiscal Year for the Term Obligations of each such series then outstanding, plus the applicable premium, if any; provided, however, that if the Term Obligations of any such series shall not then be subject to redemption from moneys in the Bond Amortization Account and if the County shall at any time be unable to exhaust the moneys applicable to the Term Obligations -19- unable to exhaust the moneys applicable to the Term Obligations of such series under the provisions of this clause or in the purchase of such Term Bonds under the provisions of Paragraph (1) above, such money or the balance of such money, as the case may be, shall be retained in the Bond Amortization Account and, as soon as it is feasible, applied to the Term Obligations of such series; and (b) Any balance then remaining, other than money retained under the first clause of this Paragraph (3), shall be applied to the retirement of such Term Obligations as the County in its sole discretion shall determine, but only, in the case of the redemption of Term Obligations of any series, in such amounts and on such terms as may be provided in the resolution authorizing the issuance of the Obligations of such series. (4) The County shall deposit into the Bond Amortization Account Amortization Installments for the amortization of the principal of the Term Obligations, together with any deficiencies for prior required deposits, such Amortization Installments to be in such amounts and to be due in such years as shall be deter- mined by resolution of the Board prior to the delivery of the Obligations. The County shall pay from the Sinking Fund all expenses in connection with any such purchase or redemption. D. ADDITIONAL OBLIGATIONS. The County hereby covenants and agrees not to incur any other obligations or indebtedness, except refunding obligations as hereinafter provided, payable from the same source as the payments hereinbefore specified to be made into the Bond Service Fund and Reserve Account, unless such obligations contain an express statement that such obligations are junior and subordinate in all respects to the Obligations herein authorized as to lien on and source and security for payment from the Race Track Funds and Jai Alai Fronton Funds. E. REMEDIES. Any Holder of Obligations, or of any -20- coupons appertaining thereto, issued under the provisions of this Resolution, may either at law or in equity, by suit, action, man- damus or other proceedings in any Court of competent: jurisdic- tion, protect and enforce any and all rights under the laws of the State of Florida or granted and containet9 in the Act and in this Resolution, and may enforce and compel the payment of all sums and the performance of all duties required by this Resolution or by any applicable statutes to be performed by the County, or by any officer thereof, including but not being limited to, the application and distribution of the Race Track Funds and Jai Alai Fronton Funds in the manner provided in this Resolution. F. BOOKS AND RECORDS. The County shall keep books and records of the receipt of all Race Track Funds and Jai Alai Fronton Funds received by it, including particularly the Race Track Funds and Jai Alai Fronton Funds pledged hereunder, which such books and records shall be kept separate and apart from all other books, records and accounts of the Issuer and any Holder of an Obligation or Obligations shall have the right at all reasonable times to inspect all records, accounts and data of the County relating thereto. G. ANNUAL AUDIT. The County shall also, at least once a year, within 60 days after the close of the Fiscal Year, cause the books, records and accounts relating to such Race Track Funds and Jai Alai Fronton Funds to be properly audited by the State Auditor and shall mail, upon request, and make generally available, the report of such audits to any Holder or Holders of Obligations. A copy of such annual audit shall also be furnished to the original purchasers of the Obligations. H, NO IMPAIRMENT OF CONTRACT. The County has full power and authority to irrevocably pledge the portion of Race Track Funds and Jai Alai Fronton Funds hereinabove described to the payment of the principal of and interest on the Obligations. The pledge of such Race Track Funds and Jai Alai Fronton Funds, -21- in the manner provided herein, shall not be subject to repeal, modification or impairment by any subsequent resolution or other proceedings of the County or by any subsequent act of the Legislature of Florida without and unless such Issuer. shall have provided, or the Legislature shall have made immediately available to the County, such additional or supplemental funds which shall be sufficient to retire such Obligations and the interest thereon in accordance with their terms. The County shall take all actions and pursue such legal remedies which may be available to it either in law or in equity to prevent or cure any default or impairment as within the meaning of this subsec- tion H. I. ARBITRAGE. The County does hereby further covenant that no use will be made of the proceeds of the Obligations which would cause the Obligations to be "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and the applicable regulations thereunder. The County, at all times while such Obligations and the interest thereon are outstanding, including refundings thereof, will comply with the requirements of said Section 103(c) and with the valid and applicable rules and regulations of the Internal Revenue Service thereunder. SECTION 15. CONSTRUCTION TRUST FUND. All of the pro - coeds derived from the sale of the Obligations (except (i) an amount equal to accrued interest to be deposited in the Bond Service Fund, and (ii) an amount equal to all or a portion of the maximum ►.gond service requirement on the Obligations to be depo- sited in the Reserve Account) shall be deposited in a trust fund which is hereby created, established and designated as the "Construction Trust Fund." Such Construction Trust Fund shall be deposited and maintained with any banking institution in the State of Florida approved as a County depository and subsequently designated by the County. The moneys therein shall be used only for the payment of the cost of the Project as hereinabove -22- 6 defined, but, pending such application, may be invested in Authorized Investments maturing at such time or times as necessary to meet the requirements of the Construction Trust Fund, the income from such investments to remain in said Construction Trust Fund. Any balance of unexpended moneys in the Construction Trust Fund after completion of such Project shall be deposited in the Revenue Fund hereinbefore established. SECTION 16. RIGHTS OF THE OBLIGATION HOLDERS. The Holders of the Obligations shall have no responsibility for the application and use of the proceeds received from the sale thereof and the application and use of such proceeds by the County shall in no way affect the rights of the Obligation Holders. The County shall be irrevocably obligated, upon receipt thereof, to use the Race Track Funds and Jai Alai Fronton Funds pledged hereunder to pay the principal of and interest on the Obligations and to make all reserve and other payments provided for herein, notwithstanding any failure of the County to apply such Obligation proceeds in the manner provided herein. SECTION 17. DEFEASANCE. If, at any time, the County shall have paid, or shall have made provision for payment of, the principal, interest and redemption premiums, if any, with respect to the Obligations, then, and in that event, the pledge of and lien on the Race Track Funds and Jai Alai Fronton Funds in favor of the Holders of the Obligations shall be no longer in effect. For purposes of the preceding sentence, deposit of Federal Securities or bank certificates of deposit fully secured as to principal and interest by Federal Securities (or deposit of any other securities or investments which may be authorized by law from time to time and sufficient under such law to effect such a defeasance) in irrevocable trust with a banking institution or trust company, for the sole benefit of the Holders of such Obligations, in an amount such that the principal of and interest on such securities or certificates will be sufficient to pay when due the principal, interest, and redemption premiums, if any, on the outstanding Obligations, shall be considered "provision for -23- a payment". Nothing herein shall be deemed to require the County to call any of the outstanding Obligations for redemption prior to maturity pursuant to any applicable optional r.edempt•i.on provi- sions, or to impair the discretion of the County in determining whether to exercise any such option for early redemption. SECTION 18. SALE OF OBLIGATIONS. The Obligations shall be sold and issued in such manner and at such price or prices consistent with the provisions of the Act and this Resolution as shall be determined by subsequent resolution of: the County adopted prior to such sale .and issuance, respectively. SECTION 19. VALIDATION AUTHORIZED. The Attorney for the County be, and he is, hereby authorized and directed to institute proceedings in the Circuit Court for Indian River County, Florida, for the validation of said Obligations, and the proper officers of the County are hereby authorized to verify on behalf of the County any pleadings in such proceedings. SECTION 20. MODIFICATION OR AMENDMENT. No material modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Holders of sixty-six and two-thirds per centum (66 2/3`x) or more in principal amount of the Obligations then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity of such Obligations or a reduction in the rate of interest thereon or in the amount of the principal Obligation thereof or affecting the unconditional promise of the County to collect such portion of the Pace Track Funds and Jai Alai Fronton Funds as herein pro- vided, or to pay the principal of and interest on the Obligations as the same shall become due from such Race Track Funds and Jai Alai Fronton Funds, or reduce such percentage of Holders of such Obligations, required above, for such modifications or amend- ments, without the consent of the Holders of all of such Obligations; provided further, however, that no modification or amendment of this Resolution or of any resolution amendatory ERIC a II0 hereof or supplemeni:al hereto may be made which shall allow or permit any acceleration of the payment of principal of or interest on the Obligations upon any default in the payment thereof, whether or not the Holders of the Obligations consent thereto. SECTION 21. SEVERABILITY. If any one 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 separate from the remaining covenants, agreements or p—ovisions, and in no way affect the validity of all the other provisions of this Resolution or of. the Obligations or coupons issued thereunder. SECTION 22. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. ATTE, sT ' re a � g 1t Clerk,' Adopted 11-21-79 BOARD Or COUNTY COMt'[ISSIONERS INDIAN RIVER COUNTY, XLORIDA -;j/CyQ )V6'4* William C. Wodtke, Jr. Chairman -25- of EXTRACTS FROM THE MINUTES OF A SPECIAL. _v MEETING OF THE BOARD OF COUNTY COMMISSIONERS or INDIAN RIVER COUNTY, FLORIDA HELD ON THE 21st DAY OF November The Board of County Commissioners Indian River County, Florida 19 79 met in regular meeting at the Indian River County Courthouse in the City of Vero Beach I Florida at 8:30 o'clock A.M. on the 21st day of November , 19 79 , the place, hour, and date duly established For the hold- ing of such meeting. The Chairman called the meeting to order and on roll call the following answered present: William C. Wodtke, Jr. Willard W. Siebert, Jr. , Alma Lee Loy , + Patrick B. Lyons , + R. Don Deeson , + and the following were absent: The Chairman declared a quorum present. A Resolution entitled: A RESOLUTION PROVIDING FOR THE RECONSTRUCTION, ALTERATION, FURNISHING AND EQUIPPING OF AN ADMINISTRATION BUILDING, COURTHOUSE AND ANNEXES IN INDIAN RIVER COUNTY, FLORIDA; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $4,350,000 CAPITAL. IMPROVEMENT REVENUE 60NDS TO FINANCE THE COST THEREOF; AND PROVIDING FOR THE PAYI4ENT OF THE PRINCIPAL. OF AND INTERES'r ON SUCH BONDS FROM THE RACE TRACK FUNDS AND JAI ALAI FROI4TON FUNDS ACCRUING ANNUALLY TO INDIAN RIVER COUNTY, FLORIDA, PURSUANT TO LAW. was introduced by Mr. Willard W. Siebert, Jr, The Resolution was then read in full and discussed and considered. 1. 1 Mr. Willard W. Siebert,Jr. then moved the adoption of the Resolution as introduced and read. Ms. Alma Lee Loy seconded the motion, and, on roll call, the following voted "Aye": William C. Wodtke, Jr., R. Don Deeson, Patrick B. Lyons, Williad W. Siebert, Jr. and Alma Lee Loy ; and the following voted "Nay": None The Chairman thereupon declared the motion carried and the Resolution adopted as introduced and read. There being no further business to come before the meeting, upon motion duly made and seconded, the meeting was adjourned. -2- CERTIFICATE OF RECORDING OFFICER The undersigned HEREBY CERTIFIES that: 1. SIIe is the duly ap?ointed, qualified and acting Clerk of the Circuit Court of Indiana Rivr County, I•'lorida (herein called the (;l�j� , and keeperof the records thereof, including the minutes of its proceedings; 2. The annexed copy of extracts from the minutes of the regular meeting of the Board of County Comm>ssioners held on the s day of November 19 is a true, correct, and compared copy of the whole of the original minutes of the meeting on file and of record insofar as the same relate to the resolution referred to in such extracts and to the other matters referred to therein; 3. The meeting was duly convened in conformity with all applicable requirements; a proper quorum was present through- out the meeting and the resolution hereinafter mentioned was duly proposed, considered, and adopted in conformity with appli- cable requirements; and all. other requirements and proceedings incident to the proper adoption of the resolution have been duly fulfilled, carried out, and otherwise observed; and 9. Ile is duly authorized to execute this Certificate; 5. The copy of the resolution annexed hereto entitled: A RESOLUTION PROVIDING FOR THE RECONSTRUCTION, ALTERATION, FURNISHING AND EQUIPPING OF AI4 ADMINISTRATION BUILDING, COURTHOUSE AND ANNEXES IN INDIAN RIVER COUNTY, FLORIDA; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $G, 350,000 CAPITAL IMPROVEMENT REVENUE BONDS TO FINANCE THE COST THEREOF; AND PROVIDING FOR THE PAYMENT OF THE PRINCIPAL. OF AND INTEREST ON SUCH BONDS FROM THE RACE TRACK FUNDS AND JAI ALAI FRONTON FUNDS ACCRUING ANNUALLY TO INDIAN RIVER COUNTY, FLORIDA, PURSUANT TO LAW. is a true, correct, and compared copy of the original resolution referred to in the extracts and as finally adopted at the meet- ing and, to the extent required by law, as thereafter duly signed or approved by the proper officer or officers of the Board of County Commissioners _, which resolution is on file and of record. WITNESS my hand and the seal of the Clerk this 21st day of November , 1979 CLERK OF THE CIRCUIT COURT OF INDIAN RIMER COUNTY, FLORIDA Freda Wright (SEAL)