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HomeMy WebLinkAbout1982-062RESOLUTION NO. 82-62 RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE COMBINED WATER AND SEWER SYSTEM OF INDIAN RIVER COUNTY, FLORIDA; AUTHORIZING THE. ISSUANCE By mut' 11OT1K1M%1 ren 111- ti V IN I d Ul NOT EXCEEDING $2,750,700 WATER AND SEWER REVENUE BONDS, SERIES 1982, TO FINANCE THE COST THEREOF; PLEDGING THE GROSS REVENUES OF SUCH SYSTEM TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS; AND PROVIDING FOR THE RIGHTS OF THE HOLDERS OF TIME BONDS. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, as follows: ARTICLE I GENERAL 1.01. Definitions. When used in this Instrument, the following terns shall have the following meanings, and the terms defined in the Original Resolution shall have the meanings ascribed to them by the Original Resolution, unless the text clearly otherwise requires: "Bonds" shall mean the obligations of the Issuer auth- orized to be issued pursuant to Section 2.01 of this Instrument, and shall be deemed to include also any other obligations issued by the Issuer pursuant to the provisions of the Original Resolu- tion. "Construction Fund" shall mean the account or accounts created pursuant to Section 3.03 of this Instrument for the pur- pose of receiving bond proceeds and other funds to pay the Cost of the Project. "Cost," when used in connection with the Project, shall mean all expenses necessary, appurtenant or incidental to the acquisition and construction of the Project, including, without limitation, the cost of any land or interest therein or of any fixtures, equipment or personal property necessary or convenient therefor; the cost of labor and materials to complete such construction; engineering and legal expenses; fiscal expenses; expenses for estimates of costs and of revenues; expenses for -1- plans, specifications and surveys; interest during construction; reasonable reserves for debt service on the Bonds; municipal bond insurance premiums; repayment of interim financing with respect to the Project; and administrative expenses related solely to the acquisition and construction of the Project. "Instrument" shall mean this resolution and all resolu- tions amendatory hereof which may be hereafter duly adopted by the Issuer. "Issuer" shall mean Indian River County, Florida. ^,iID:�_iial Resolution" shall mean Resolution No. 82- 61 of the Board entitled: "RESOLUTION COMBINING ALL WATER AND/OR SEWER SYSTEMS OF INDIAN RIVER COUNTY, FLORIDA, INTO ONE INTEGRATED SYSTEM; PLEDGING THE GROSS REVENUES OF SUCH COMBINED SYSTEM TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON ALL WATER AND/OR SEWER REVENUE OBLIGATIONS OF THE COUNTY; REVISING CERTAIN COVENANTS IN THE RESOLUTIONS AUTHORIZING THE ISSUANCE OF ALL OUTSTANDING WATER AND/ OR SEWER REVENUE OBLIGATIONS OF THE COUNTY; AND PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH OBLIGATIONS." "Parity Obligations" shall mean the outstanding Water and Sewer Revenue Bonds, Series 1979, dated August 30, 1979, and Water and Sewer Revenue Bonds, Second Series 1979, dated May 21, 1981, of the Issuer; and Water Revenue Bonds, Series 1980 (South County Water System), authorized but unissued, of the Issuer. "Pledged Funds" shall mean the Gross Revenues. "Prior Lien Obligations" shall mean the outstanding Water Revenue Bonds, Series 1980 (South County Water System), Anticipation Notes, dated May 1, 1981, of the Issuer. "Project" shall mean the additions, extensions and improvements to the System to be acqui_red and constructed pur- suant to the authorization contained in this Instrument in accor- dance with certain plans and specifications now on file with the Clerk. 1.02 Authority for this Instrument. This Instrument is adopted pursuant to the provisions of Ch. 159, Fla. Stat. (1981), -2- i w) and other applicable provisions of law, and pursuant to Subsection 3.04(1) of the Original Resolution, and is supplemen- tal to the Original Resolution. 1.03 Findings. It is hereby found and determined that: (A) The Issuer presently owns and operates a combined wate=r a_nd sewer sy Gte!n fnr t}ie benefit of its inhabitants, and the Project is necessary for the continued preservation of the health, welfare, convenience and safety of the Issuer and its inhabitants. (B) The Issuer has been advised by its consulting engi- neers and it is hereby found and determined that the estimated Cost of the Project is $2,750,700 which shall be paid with the proceeds of the sale of the Bonds. (C) Subsection 3.04(1) of the Original Resolution pro- vides for the issuance of additional parity obligations under the terms, limitations and conditions provided therein. (D) The Issuer has complied with the terms, limitations and conditions contained in the Original Resolution. The Issuer is, therefore, entitled to issue the Bonds as additional parity obligations within the authorization contained in the Original Resolution. (E) The revenues to be derived annually from the rates, rentals, fees and other charges made and collected for the ser- vices and facilities of the System are expected to be sufficient to pay, as the same shall become due and payable, the principal of and interest on the Bonds and the Parity Obligations, and the Operating Expenses. Prior to the issuance of the Bonds, the Issuer shall find and determine the estimated annual Gross Revenues, Operating Expenses and principal of and interest on the Bonds. It is estimated that the period of usefulness of the System will exceed 41 years. (F) It is deemed necessary and desirable to pledge the Pledged Funds to the payment of the principal of and interest on the Bonds. No part of the Pledged Funds have been pledged or hypothecated except with respect to the Bonds, the Parity Obligations and the Prior Lien Obligations. (G) The Bonds will be on a parity and rank equally as to lien on and source and security for payment from the Pledged Funds with the Parity Obligations. The lien of the holders of the Bonds on the South County Water System Revenues will be junior, subordinate and inferior to the lien thereon of the holders of the Prior Lien Obligations. -3- ft (H) This Instrument and the Original Resolution are declared to be and shall constitute a contract between the Issuer and all of the holders of the Bonds; and the covenants and agreements herein set forth to be performed by the Issuer are and shall be for the equal benefit, protection and security of all of the legal holders of any and all of the Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Bonds over any other, except as hereinafter provided. (I) The Issuer is not, under this Instrument, obligated to levy any ad valorem taxes on any real or personal property situated within its corporate territorial limits to pay the prin- cipal of or interest on the Bonds or 'Co pay Operating Expenses. The Bonds shall not constitute a lien upon the System or any other property of the Issuer or situated within its corporate territorial limits. 1.04 Project Authorized. The Project is hereby authorized. ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF REVENUE BONDS 2.01 Authorization of Revenue Bonds: Subject and pursuant to the provisions of this Instrument, obligations of the Issuer to be known as "Water and Sewer Revenue Bonds, Series 1982," are hereby authorized to be issued in an aggregate prin- cipal amount not exceeding $2,750,700 for the purpose of pro- viding funds to pay the Cost of the Project. 2.02 Description of Bonds. The Bonds shall be dated as of the date of their delivery; shall bear interest at a rate or rates not exceeding the maximum rate permitted by law, payable on September 1, 1983, and annually thereafter on September 1 of each year; and shall be issued as a single fully -registered Bond payable in installments in the amounts and on September 1 of the years as follows or as coupon Bonds registrable as to both prin- cipal and interest, numbered consecutively from one upward in order of maturity, in the denomination of $1,000 each (except the Bonds maturing in the year 2022 which shall be in the denomi- nation of $100 each or any multiple thereof) and maturing on September 1 in the years and amounts as follows: A ,► Years Amounts Years Amounts 1985 $25,000 2004 $ 65,000 1986 27,000 2005 68,000 1987 28,000 2006 71,000 1988 30,000 2007 75,000 1989 31,000 2008 78,000 1990 32,000 2009 82,000 1991 35,000 2010 87,000 1992 35,000 2011 91,000 1993 38,000 2012 95,000 1994 40,000 2013 100,000 1995 41.,000 2014 105,000 1996 44,000 2015 110,000 1997 46,000 2016 116,000 1998 48,000 2017 122,000 1999 51,000 2018 128,000 2000 53,000 2019 134,000 2001 55,000 2020 141,000 2002 59,000 2021 148,000 2003 61,000 2022 155,700 Provided, however, if the Bonds shall be issued on September 1, 1983, or thereafter, each of such installments or maturity dates shall be deferred by one year for each year or fraction of a year that the issuance of the Bonds shall be deferred beyond August 31, 1983, and all other dates herein shall be deferred correspondingly. 2.03 Places of Payment. The Bonds shall be payable as to both principal and interest at such place or places as the Issuer shall hereafter by resolution designate, in lawful money of the United States of America; and shall bear interest from the date of issue, and in the case of coupon Bonds, in accordance with and upon surrender of the appurtenant interest coupons as they severally mature, unless registered; provided, however, that Bonds held by the Government shall be payable at "Finance Office, U.S. Department of Agriculture, Farmers Home Administration, 1520 Market Street, St. Louis, Missouri 63103," or at such other places as the Government shall from time to time in writing designate to the Issuer. 2.04 Provisions for Redemption. In this section the word "Bonds" shall be deemed to include the respective installments of principal of the fully -registered single Bond corresponding to the serially maturing coupon Bonds. Bonds maturing on or before September 1, 1992, are not subject to redemption prior to their respective stated dates of maturity. Bonds which shall mature September 1, 1993, and -5- •. lis thereafter shall, at the option of the Issuer, be redeemable in whole or in part, in inverse numerical and maturity order, on September 1, 1992, or on any interest payment datD thereafter at par and accrued interest, plus the following premiums, expressed as percentages of the par value of the Bonds so redeemed, if redeemed in the following years: 5%, if redeemed on September 1, 1992, or thereafter, to and including September 1, 1994; 4%, if redeemed on September 1, 1995, or thereafter, to and including September 1, 1999; 3%, if redeemed on September 1, 2000, or thereafter, to and including September 1, 2003; 2%, if redeemed on September 1, 2004, or thereafter, to and including September 1, 2007; 1%, if redeemed on September. 1, 2003, or thereafter, to and including September 1, 2011; Without premium, if redeemed September 1, 2012, or thereafter, but prior to maturity; provided, however, that at least 30 days prior to the redemption date, written notice of such redemption shall be given to the paying agents for the Bonds and to each of the registered owners at their respective addresses as they appear upon the registra- tion books of the Clerk and shall be published at least once in a financial newspaper published in the City of New York, New York. Bonds held by the Government may be redeemed by the Issuer, in whole or in part, on any interest payment date prior to maturity at the price of par and accrued interest, without premium. 2.05 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 corporate seal of. the Issuer shall be imprinted thereon, attested and countersigned with the manual or facsimile signature of the Clerk; provided, that the signature of one of such officers shall be manually executed thereon. 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 pro- vided 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 1-4 A 18 proper office of the Issuer, although at the date of such Bonds such person may not have held such office or may not have been so authorized. The coupons attached to the Bonds shall be authen- ticated with the facsimile signatures of any present or future Chairman and Clerk. The Issuer may adopt and use for such pur- poses the facsimile signatures of any such arsons who shall have held such offices at any time after the date of the adoption of this Instrument, notwithstanding that either or both shall have ceased to hold such office at the time the Bonds shall be actually sold and delivered. 2.06 Negotiability, Registration and Exchange. The Bonds shall be and shall have all the qualities and incidents of negotiable instruments under laws of the State of Florida, and each successive holder, in accepting any of the Bonds or the coupons appertaining thereto, shall be conclusively deemed to have agreed that the Bonds shall be and have all of the qualities and incidents of negotiable instruments. The coupon Bonds may be registered, at the option of the holder, as to both principal and interest upon the books kept for the registration and transfer of Bonds by the Clerk, as Bond Registrar, and endorsed upon the Bonds by the Bond Registrar in the space provided thereon. After such registration, no transfer of the Bonds shall be valid unless made at the office of the Bond Registrar by the registered owner or by his duly authorized agent or representative and similarly noted on the Bonds, but at the expense of the holder, the Bonds may be discharged from registra- tion by being in like manner transferred to bearer, and thereupon transferability by delivery shall be restored. At the option and expense of the holder, the Bonds may thereafter again from time to time be registered or transferred to bearer as before. The Bond Registrar shall not be required to make any such registra- tion or transfer of Bonds during 15 days next preceding an interest payment date on the Bonds, or in the case of any pro- posed redemption of Bonds, after such Bonds have been selected for redemption. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any Bond and the interest on any Bond shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond including the interest thereon to the extent of the sum or sums so paid. The single fully -registered Bond may be exchanged by the owner and holder thereof at any time, not more than 90 days after surrender of such Bond to the Bond Registrar, for an equal aggre- gate principal amount of coupon Bonds maturing in the years and -7- amounts corresponding to the years and amounts of the unpaid installments of principal of the single fully -registered Bond, and in the form prescribed for coupon Bonds in Section 2.08 of this Instrument; and if all of the coupon Bonds outstanding shall be owned and held by a single bondholder, _uch Bonds may, in like manner, be exchanged at the expense of such bondholder, at any time, not more than 90 days after surrender of such Bonds to the Bond Registrar, for a single fully -registered Bond in principal amount equal to the aggregate principal amount of such coupon Bonds surrendered, maturing in installments in the years and amounts corresponding to the years and amounts of the maturities of such coupon Bonds so surrendered and in the form prescribed for the single fully -registered Bond in Section 2.08 of this Instrument. 2.07 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 a new Bond of like tenor as the Bone 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 owner furnishing the Issuer satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. All Bonds so surrendered shall be cancelled by the Clerk. If any such Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this section shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such dupli- cate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the Pledged Funds to the same extent as all other Bonds issued hereunder. 2.08 Form of Bonds. The text of the Bonds shall be in substantially the following forms, with only 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 Government or other purchaser thereof): !i • No. (FORM OF COUPON BOND) UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF INDIAN RIVER WATER AND SEWER REVENUE; BOND, SERIES 1982 $1,000 KNOW ALL MEN BY THESE PRESENTS, that the County of Indian River, Florida, a public body created and existing under and by virtue of the laws of the State of Florida (the "Issuer"), for value received, hereby promises to pay to the bearer, or, if this Bond be registered, to the registered holder as herein provided, on the first day of September, , from the special funds hereinafter mentioned, the principal sum of ONE THOUSAND DOLLARS and to pay interest thereon, from the date of the delivery of this Bond to the purchaser thereof, solely from such special funds, at the rate of per centum ( %) per annum, payable on September 1, 1983, and annually thereafter on the first day of September of each year upon the presentation and surrender of the annexed coupons as they severally fall due, unless registered. Both principal of and interest on this Bond are payable at _ , _ ,*in lawful money of the United States of America. This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $2,750,700 of like date, tenor and effect, except as to number, denomination and date of maturity, issued to finance the cost of acquiring and constructing additions, extensions and improvements to the combined water and sewer system of the Issuer (the "System"), under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, particularly Ch. 159, Fla. Stat. (1981), and a resolution duly adopted by the Issuer on June , 1982, as supplemented by a resolution duly adopted by the Issuer on June , 1982 (collectively, the "Resolution"), and is subject to all the terms and conditions of the Resolution. This Bond and the interest thereon are payable solely from and secured by a lien upon and a pledge of the gross reve- nues to be derived from the operation of the System, in the manner described in the Resolution. It is provided in the Resolution that the Bonds of this issue will rank on a parity with the outstanding Water and Sewer Revenue Bonds, Series 1979, dated August 30, 1979, and Water and Sewer Revenue Bonds, Second Series 1979, dated May 21, 1979, of the Issuer; and the Water Revenue Bonds, Series 1980 (South County Water System) of the Issuer, authorized but unissued (all 3 issues of bonds collectively, the "Parity Obligations"); which have a lien of equal dignity upon such gross revenues. The lien of the holders of the Bonds of thi.s issue on the portion of the gross revenues of the System consisting of the revenues of the South County Water System is junior, subordinate and inferior to the lien thereon of the holders of the out- standing Water Revenue Rrn(jc Series l u oon �clo,_ ���v ko�n County water System), Anticipation Notes, dated May 1, 1981 (the "Bond Anticipation Notes"), of the Issuer. However, upon the issuance of. -the Water Revenue Bonds, Series 1980 (South County Water System), and the retirement of the Bond Anticipation Notes, the Bonds, the Parity Obligations and the Water Revenue Bonds, Series 1980 (South County Water System), will have a first and prior lien on the gross revenues of the System. It is expressly agreed by the holder of this Bond that the full faith and credit of the Issuer are not pledged to the payment of the principal of and interest on this Bond and that such holder shall never have the right to require or compel the exercise of any taxing power of the Issuer to the payment of such principal and interest or the cost of maintaining, repairing and operating the System. This Bond and the obligation evidenced hereby shall not constitute a lien upon the System or any part thereof or upon any other property of the Issuer or situated within its corporate limits, but shall constitute a lien only on the gross revenues derived from the operation of the System. In and by the Resolution, the Issuer has covenanted and agreed with the holders of the Bonds of this issue that it will fix, establish, revise from time to time whenever necessary, maintain and collect always such fees, rates, rentals and other charges for the use of the product, services and facilities of the System which will always produce revenues sufficient to pay, and out of such funds pay, as the same shall become due, 120% of the current Bond Service Requirement, as defined in the Resolution, on the Bonds and the Parity Obligations and 100% of all other payments required by the Resolution; and that such rates, rentals, fees and other charges will not be reduced so as to be insufficient to provide funds for such purposes. As provided in the Resolution, this Bond and all of the Bonds then outstanding are exchangeable at the expense of the holder or registered owner hereof, at any time, not less than 90 days after surrender of this Bond and all of the Bonds then outstanding to the Clerk hereinafter mentioned, as Bond Registrar, for a single fully-registered Bond in the denomination equal to the aggregate principal amount of this Bond plus all of the Bonds then outstanding, and in the form of such single Bond as provided for in the Resolution. in O's The Bonds of this issue maturing on or before September 1, 1992, are not subject to redemption prior to their respective stated dates of maturity. Bonds which shall mature September 1, 1993, and thereafter shall, at the option of the Issuer, be redeemable in whole or in part, in inverse r.,merical order and maturity order, on September 1, 1992, or on any interest payment date thereafter at par and accrued interest, plus the following premiums, expressed as percentages of the par value of the Bonds so redeemed, if redeemed in the following years: 5%, if redeemed on September 1, 1992, or thereafter, to and including September 1, 1994; 4%, if redeemed on September 1, 1995, or thereafter, to and including September 1, 1999; 3%, if redeemed on September 1, 2000, or thereafter, to and including September 1, 2003; 2%, if redeemed on September 1, 2004, or thereafter, to and including September 1, 2007; 1%, if redeemed on September 1, 2008, or thereafter, to and including September 1, 2011; Without premium, if redeemed September 1, 2012, or thereafter, but prior to maturity; provided, however, that notice of such redemption shall be given in the manner required by the Resolution. Bonds of this issue held by the United States of America, U. S. Department of Agriculture, Farmers Home Administration, may be redeemed at the option of the Issuer, in whole or in part, prior to their stated dates of maturity, on any interest payment date, at the price of par plus accrued interest, without premium. 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 laws 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 limitations or provisions. This Bond and the coupons appertaining thereto are and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida. -11- 1® This Bond may be registered as to both principal and interest in accordance with the provisions endorsed hereon. IN WITNESS WHEREOF, the County of Tndian River, Florida, has issued this Bond and has caused the same to be signed by its Chairman and attested and countersigned by its Clerk, either manually or with their facsimile signatures, and its corporate seal or a facsimile thereof to be affixed, impressed, imprinted or engraved hereon, and the interest coupons hereto attached to be executed with the facsimile signatures of such officers, all as of COUNTY OF INDIAN RIVER, FLORIDA IM (SEAL) ATTESTED AND COUNTERSIGNED: Clerk Chairman (FORM OF COUPON) No. On the lst day of September, , unless the Bond to which this coupon is attached is callable and shall have been previously duly called for prior redemption and payment thereof duly made or provided for, the County of Indian River, Florida, will pay to bearer at _, , from the special 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 interest then due on its Water and Sewer Revenue Bond, Series 1982, dated , 19—, No. -12- (SEAL) ATTESTED AND COUNTERSIGNED: Clerk a COUNTY OF INDIAN RIVER, FLORIDA By------- ---- -- Chairman (PROVISIONS FOR REGISTRATION ON COUPON BONDS) PROVISIONS FOR REGISTRATION This Bond may be registered as to both principal and interest on books kept for such purpose by such Clerk, as Bond Registrar, such registration being noted hereon by the Bond Registrar in the registration blank below, the coupons being surrendered and the interest being payable only to the registered molder, remitted by mail, after which registration no transfer shall be valid unless made by the registered holder or his legal representative and similarly noted by the Bond Registrar on the books and in the registration blank below, but it may be discharged from registration by being transferred to bearer, after which it shall be transferable by delivery, or it may again be registered as before. Upon reconversion of this Bond into a coupon Bond, coupons representing the interest to accrue upon the Bond to date of maturity shall be attached hereto. Date of Name and Address of Signature of Registration Registered Owner Bond Registrar 6%L (FORM OF SINGLE BOND) UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF INDIAN RIVER WATER AND SEWER REVENUE BOND, SERIES 1982 KNOW ALL MEN BY THESE PRESENTS, that the County of Indian River, Florida, a public body created and existing under and by virtue of the laws of the State of Florida (the "Issuer"), for value received, hereby promises to pay to , the principal sum of $2,750,700 on the first day of September in the years and installments as follows: Years Amounts Years Amounts 1985 $25,000 2004 $ 65,000 1986 27,000 2005 68,000 1987 28,000 2006 71,000 1988 30,000 2007 75,000 1989 31,000 2008 78,000 1990 32,000 2009 82,000 1991 35,000 2010 87,000 1992 35,000 2011 91,000 1993 38,000 2012 95,000 1994 40,000 2013 100,000 1995 41,000 2014 105,000 1996 44,000 2015 110,000 1997 46,000 2016 116,000 1998 48,000 2017 122,000 1999 51,000 2018 128,000 2000 53,000 2019 134,000 2001 55,000 2020 141,000 2002 59,000 2021 148,000 2003 61,000 2022 155,700 and to pay, solely from such special funds, interest on the balance of such principal sum from time to time remaining unpaid, from the date of the delivery of this Bond to the purchaser thereof, at the rate of _ per centum ( %) per annum, payable on September 1, 1983, and annually thereafter on the first day of September of each year. Both principal of and interest on this Bond are payable at , , in lawful money of the United States of America. Payments of principal and interest, including prepayments of installments of principal as hereinafter provided, shall be noted by the owner and holder hereof on the Payment Record made a part of this Bond, and writ- ten notice of the making of such notation shall be promptly sent -14- to the Issuer. Upon final payment of principal and interest, this Bond shall be surrendered to the Issuer. This Bond represents an authorized issu,2 of Bonds in the aggregate principal amount of $2,750,700 .issued to finance the cost of acquiring and constructing additions, extensions and improvements to the combined water and sewer system of the Issuer (the "System"), under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, par- ticularly Ch. 159, Fla. Stat. (1981), and a resolution duly adopted by the Issuer on June , 1982, as supplemented by a resolution duly adopted by the Issuer on June 1982 (collectively, the "Resolution"), and is subject to all the terms and conditions of the Resolution. This Bond and the interest thereon are payable solely from and secured by a lien upon and a pledge of the gross reve- nues to be derived from the operation of the System, in the manner described in the Resolution. It is provided in the Resolution that this Bond will rank on a parity with the outstanding Water and Sewer Revenue Bonds, Series 1979, dated August 30, 1979, and Water and Sewer Revenue Bonds, Second Series 1979, dated May 21, 1979, of the Issuer; and the Water Revenue Bonds, Series 1980 (South County Water System), of the Issuer, authorized but unissued (all 3 issues of bonds collectively, the "Parity Obligations"); which have a lien of equal dignity upon such gross revenues. The lien of the holder of this Bond on the portion of the gross revenues of the System consisting of the revenues of the South County Water System is junior, subordinate and inferior to the lien thereon of the holders of the outstanding Water Revenue Bonds, Series 1980 (South County Water System), Anticipation Notes, dated May 1, 1981 (the "Bond Anticipation Notes"), of the Issuer. However, upon the issuance of the Water Revenue Bonds, Series 1980 (South County Water System), and the retirement of the Bond Anticipation Notes, this Bond, the Parity Obligations and the Water Revenue Bonds, Series 1980 (South County Water System), will have a first and prior lien on the gross revenues of the System. It is expressly agreed by the holder of this Bond that the full faith and credit of the Issuer are not pledged to the payment of the principal of and interest on this Bond and that such holder shall never have the right to require or compel the exercise of any taxing power of the Issuer to the payment of such principal and interest or the cost of maintaining, repairing and operating the System. This Bond and the obligation evidenced hereby shall not constitute a lien upon the System or any part thereof or upon any other property of the Issuer or situated V16 within its corporate limits, but shall constitute a lien only on the gross revenues derived from the operation of t'ie System. In and by the Resolution, the Issuer_ has covenanted and agreed with the holder of this Bond that it will fix, establish, revise from time to time whenever necessary, maintain and collect always such fees, rates, rentals and other charges for the use of the product, services and facilities of the System which will always produce revenues sufficient to pay, and out of such funds pay, ci8 the ucifile shall become due, 1LV11 vi tits current nvi,u Service Requirement, as defined in the Resolution, on this Bond and the Parity Obligations and 100% of all other payments required by the Resolution; and that such rates, rentals, fees and other charges will not be reduced so as to be insufficient to provide funds for such purposes. As provided in the Resolution, this Bond is exchangeable at the expense of the owner and holder hereof at any time, not more than 90 days after surrender of this Bond to the Clerk hereinafter mentioned, as Bond Registrar, for an equal aggregate principal amount of coupon Bonds, payable to bearer, registrable as to both principal and interest, in the denomination of $1,000 each or as otherwise provided in the Resolution, and maturing in the amounts and on September 1. of the years corresponding to the years and amounts of the unpaid installments of principal of this Bond, and in the form of such coupon Bonds as provided for in the Resolution. The installments of principal payable upon this Bond on or before September 1, 1992, are riot subject to prepayment prior to their respective dates of payment. The installments of prin- cipal payable on this Bond which shall be payable September 1, 1993, and thereafter may, at the option of the Issuer., be prepaid in whole or in part, but only in multiples of $1,000 or $100 (in the case of the installment payable in the year 2022), in inverse chronological order of the installments, on September 1, 1992, or on any interest payment date thereafter at par and accrued interest, plus the following premiums, expressed as percentages of the principal amount of the installments so prepaid, if pre- paid in the following years: 5%, if paid on September 1, 1992, or thereafter, to and including September 1, 1994; 4%, if paid on September 1, 1995, or thereafter, to and including September 1, 1999; 3%, if paid on September 1, 2000, or thereafter, to and including September 1, 2003; -16- 9 11• 2%, if paid on September 1, 2004, or thereafter, to and including September 1, 2007; 1%, if paid on September 1, 2008 or thereafter, to and including September 1, 2011; Without premium, if paid September 1, 2012, or thereafter, but prior to maturity; provided, however, that notice of such prepayment shall be given in the manner required by the Resolution. If this Bond is held by the Government, installments of principal payable thereon may be prepaid at the option of the Issuer, in whole or in part, prior to their payment dates, on any interest payment date, at the price of par and accrued interest, without premium. 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 laws and Constitution of the State of Florida applicable thereto; and that the issuance of this Bond does not violate any constitutional or statutory limitations or provisions. This Bond is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida. IN WITNESS WHEREOF, the County of Indian River, Florida, has issued this Bond and has caused the same to be signed by its Chairman and attested and countersigned by its Clerk, and its corporate seal to be impressed hereon, all as of (SEAL) ATTESTED A14D COUNTERSIGNED: Clerk COUNTY OF INDIAN RIVER, FLORIDA M -17- Chairman S 0 (FORM OF VALIDATION CER'PIFICATE ON ALL BONDS) VALIDATION CERTIFICATE This Bond was validated by judgment of the Circuit Court for Indian River County, Florida, rendered on , 1982. Chairman (FORM OF ASSIGNMENT) h CCT r_nTMrMM For valuable consideration, the UNITED STATES OF AMERICA, acting through the U.S. DEPARTMENT OF AGRICULTURE, FARMERS HOME ADMINISTRATION, does hereby assign, transfer and deliver to all of its right, title and interest in and to this Bond and all rights belonging or appertaining to the assignor under and by virtue of this Bond. Witnesses: -18- U.S. DEPARTMENT OF AGRICULTURE, FARMERS HOME ADMINISTRATION M Title. G I$# (FORM OF PAYMENT RECORD) PAYMENT RECORD Principal Due Date Principal Balance Interest Date Signature of (Sept. 1) -Payment Due Payment Paid Bondholder 1983 -0- 1984 -0--__-- 1985 $ 25,0001966 27,000 27,000 19-87 28,000 1988 30,000 1989 31,000- 1990 32,000 1991 35,000 1992 35,000- 1993 38,000 _ 1994 40,000 1995 41,000 -_ 1996 44,000 1997 46,000 1998 48,000 1999 51,000 2000 53,000 2001 55,000 2002 59.000 2003 61,000 2004 65,000 2005 68,000 2006 71,000 2007 75,000 2008 78,000 '6009 82,000 2010 87,000 2011 91,000 2012 95,000 -,-_ 2013 100,000 2014 105,000 2015 110,000 2016 116,000__- 2017 122,000 2018 128,000 _ 2019 134,000 _ ^ 2020 141,000 2021 148,0002022 155,700 155,700 -19- PRINCIPAL INSTALLMENTS ON WHICH PAYMENTS HAVE BEEN MADE PRIOR TO DUE DATE Principal Principal Due Principal Balance Date Signature of Date Amount Prepaid Due Paid Bondholder .�20_ ARTICLE III COVENANTS, SPECIAL FUNDS AND APPLICATION THEREOF 3.01 Bonds Not t_o_B_eI_ndebtedne,s_of Issuer. Neither the Bonds nor the coupons attached thereto shall be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of Art. VII, §12, Fla. Const. (1968), but shall be payable solely from and secured by a lien upon and pledge of the Pledged Funds as provided in the Original ReSolution. No oNncr, or rivide,: of any mond or coupon apper- taining thereto shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Bond or coupon or Operating Expenses, or be entitled to payment of such Bond or coupon from any money of the Issuer except from the Pledged Funds in the manner provided herein and in the Original Resolution. 3.02 Application of Provisions of the Original Resolution. The Bonds shall for all purposes be considered to be additional parity obligations issued under the authority of the Original Resolution, and shall be entitled to all the protection and security provided therein for the Parity Obligations, and shall be in all respects entitled to the same security, rights and privileges enjoyed by the Parity Obligations. The covenants and pledges contained in the Original Resolution shall be applicable to the Bonds in like manner as applicable to the Parity Obligations. The Reserve Account established in the Original Resolu- tion shall be applicable pro rata to the Bonds in the same manner as applicable to the Parity Obligations, and payments shall be made therein as required by the Original Resolution. 3.03 Application of Bond Proceeds. The Issuer hereby agrees to create and establish with a depository in the State of Florida, which is a member of the Federal Deposit Insurance Corporation, and which is eligible under the laws of the State of Florida to receive county funds, a special fund to be known as the "Construction Fund," into which shall be deposited the proceeds from the sale of the Bonds (except such portion thereof as shall be necessary to pay interest on the Bonds during the acquisition and construction of the Project, which shall be deposited in the Sinking Fund), grant funds and the additional funds, if any, required to assure payment in full of the Cost of the Project. Withdrawals from the Construction Fund shall be made only for such purposes as shall have been previously specified in the Project Cost estimates and as shall be approved by the Issuer's consulting engineers for the Project. There is hereby created within the Construction Fund a special account known as the "Notes Payment Account." If bond -21- anticipation notes are issued by the Issuer to pLovide interim financing for all or part of the Cost of the Project, and as long as such notes are outstanding and unpaid or until adequate provi- sion has been made for payment of the same, disposition of money on deposit in the Construction Fund and Notes Payment Account may be controlled by the provisions of any resolution authorizing the issuance of such notes and any escrow deposit agreement executed between the Issuer and the escrow holder for the protection of the holders of such notes. The Issuer's share of any liquidated damages or other money paid by de -faulting contractors or their sureties, and all proceeds of insurance compensating for damages to the Project during the period of acquisition and construction, shall be depo- sited in the Construction Fund to assure completion of the Project. Money in the Construction Fund shall be secured by the depository bank in accordance with U.S. Treasury Department Circular 176 and in the manner prescribed by the laws of the State of Florida relating to the securing of public funds. When the money on deposit in the Construction Fund exceed the esti- mated disbursements on account of the Project for the next 90 days, the Issuer may direct the depository bank to invest such excess funds in direct obligations of, or obligations the prin- cipal of and interest on which are guaranteed by, the United States of America, which shall be subject to redemption at any time at face value pursuant to the request of the holder thereof. The earnings from any such investment shall be deposited in the Construction Fund. When the construction of the Project has been completed and all construction costs have been paid in full, all funds remaining in the Construction Fund, except grant funds, shall be deposited in the Sinking Fund, and the Construction Fund shall be closed. All money deposited in the Construction Fund shall be and constitute a trust fund created for the purposes stated, and there is hereby created a lien upon such fund in favor of the holders of the Bonds until the money thereof shall have been applied in accordance with this Instrument. ARTICLE IV MISCELLANEOUS PROVISIONS 4.01 Modification or Amendment. No material modifica- tion or amendment of this Instrument may be made without the con- sent in writing of the holders of two-thirds or more in principal -22- amount of the Bonds then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon, or in the amount of the principal obligation, car affect the uncon- ditional promise of the Issuer to charge and collect such rates, fees, rentals and charges for the use of the product, services and facilities of the System and apply the same as herein provided, or reduce the number of such Bonds the written consent of the holders of which are required by this Section for such modification or amendment, without the consent of the holders of all such Bonds. 4.02 Creation of _Superior Liens. The Issuer covenants that it will not issue any other Bonds, certificates or obliga- tions of any kind or nature or create or cause or permit to be created any debt, lien, pledge, assignment or encumbrance or charge payable from or enjoying a lien upon any of the Pledged Funds ranking prior and superior to the lien created by this Instrument for the benefit of the holders of the Bonds. 4.03 Arbitrage. No use will be made of the proceeds of the Bonds or the Pledged Funds which will cause the Bonds to be "arbitrage bonds" within the meaning of the Internal Revenue Code. The Issuer at all times while the Bonds and the interest thereon are outstanding will comply with the requirements of Section 103(c) of the Internal Revenue Code and any valid and applicable rules and regulations of the Internal Revenue Service issued thereunder. 4.04 Defeasance. If, at any time, the Issuer shall have paid, or shall have made provision for payment of, the principal, interest and redemption premiums, if any, with respect to the Bonds, then, and in that event, the pledge of and lien on the Pledged Funds in favor of the holders of the Bonds shall be no longer in effect. For purposes of the Preceding sentence, deposit by the Issuer of direct obligations of, or obligations the principal of and interest on which are guaranteed by, the United States of America, none of which shall be redeemable prior to maturity at the option of the obligor (collectively, the "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 the Bonds, in an aggregate principal amount which, together with interest to accrue thereon, will be sufficient to make timely payment of the principal of and redemption premiums, if any, and interest on the Bonds in accordance with their terms, the paying agents' fees and expenses with respect thereto and any -23- other expenses occasioned by escrow arrangements or provision for redemption, shall be considered "provision for payment." Nothing herein shall be deemed to require the Issuer to call any of the outstanding Bonds for redemption prior to mE;urity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption, except that if any of the Bonds shall be held by the Government, the Bonds so held by the Government shall be called for redemption as a whole within a period not exceeding 6 months from the date of such deposit unless the Government shall agree otherwise in writing. Notwith- standing the above, any Bonds held by the Government shall be defe.ased only with the prior written approval of the Government. 4.05 Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions of this Instrument or of the Bonds should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall he deemed separate from the remaining covenants, agreements or pro- visions of this Instrument and of the Bonds. 4.06 Validation Authorized. The Issuer's Attorney is hereby authorized nd directed to institute appropriate pro- ceedings in the Circuit Court for Indian River County, Florida, for the validation of the Bonds. 4.07 Conflicts_ Repealed. All resolutions or parts of resolutions in conflict herewith are hereby repealed. 4.08 Effective Date. This Instrument shall take effect inmediate.ly upon its passage. The foregoing resolution was offered by Commissioner. Lyons who moved its adoption. The motion was seconded by Commissioner Bird and, upon being put to a vote, the vote was as follows: Chairman Don C. Scurlock, Jr. Aye Vice -Chairman A. Grover Fletcher Nay Commissioner Patrick B. Lyons Aye Commissioner William C. Wodtke, Jr. Aye Commissioner Dick Bird Aye The Chairman thereupon passed and Adopted t is 7th Attest: FREDA= WRiGHT, Cle APPROVED I't) ORM ANDl LEGAL S ICI CY By_ -74- Y BRANDENBURG unty Attornev declared the resolution (It -illy day of July , 1982. BOARD OF COUNTY COMMISSIONERS OF' INDIAN RIVER COUNTY, FLORIDA ��. / i / By__ � DON C. SCURI,OCK, JR.- Chairman CERTIFICATE OF RECORDING OFFICER The undersigned HEREBY CERTIFIES that: 1. S He is the duly appointed, qualified and acting _ C1erkof the Board of_County Commissioners _ (herein called the 11 oaz�i "11 ), and keeper of the records thereof, including the minutes of proceedings; 2.. The annexed copy of extracts from the minutes of the Rep-tilar meeting of the Board ► held on the7th _ day of Jzlly 19 82. , 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 tc therein; 3. The meeting was duly convened in conformity with all applicable requirements; a proper quorum was present thrr:ughout the meeting and the resolution hereinafter mentioned was duly proposed, considered, and adopted in conformity with applicable requirements; and all other requirements and proceedings incident to the proper adoption of the resolution have been duly fulfilled, carried out, and otherwise observed; 4. SHe 7s duly authorized to execute this Certificate; and 5. The copy of the resolution annexed hereto entitled: RESOLUTION NO. 82-62 RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF ADDITIOP EXTENSIONS AND IMPROVEMENTS TO THE COMBINED WATER AND SEWER SYSTEM OI INDIAN RIVER COUNTY, FLORIDA: AUTHORIZING TIE ISSUANCE BY THE COUN'T'Y OF NOT EXCEEDING $2,750,700 WATER AND SEWER REVENUE BONDS, SERIES 19i TO FINANCE TILE COST THEREOF: PLEDGING THE GROSS REVENUES OF SUCH SYS`. TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS: AND PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE BONDS. is a true, correct, and compared copy of the original resolution referred to in the extracts and as finally adopted at the meeting and, to the extent required by law, as thereafter duly signed or approved by the proper officer or officers of the Board , which resolution is on file and of record. WITNESS my hand and the seal of the Clerk ► this 9rh day of Jiljy, ____, 19—.`__ Freda Wright, Clerk (SEAL) EXTRACTS FROM THE MINUTES OF A Regular MEETING OF THE Board of County Commissioners OF Indian River County, Florida HELD ON THE 7th DAY OF July 19 82 The Board of Countv Commi_ssi onPrs Of T- ian River Countyz Florida v Administration B wilding met in _Regular meeting at 1840 25th Street in the City of wVero Beach Florida at �2:30 __ o'clock P_ -M. on the 7th day of: July 1982, the place, hour, and date duly established for the holding of such meeting. The _ Chairman called the meeting to order and on roll call the following answered present: A. Grover Fletcher , Dick Bird .1'_.ai:rick 13. yons Wi1J-1_m C. Wodtke , Jr. , and the following were absent: None _ ► Don C. Scurlock, Jr. The Chairman declared a quorum present. A resolution entitled: RESOLUTION NO. 82-62 RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF ADDITIONS, EXTENSIONS AND IMPROVEMENTS Tj THE COMBINED WATER AND SEWER SYSTEM OF INDIAN RIVER COUNTY, FLORIDA: AUTHORIZING THE ISSUANCE BY THE COUNTY OF NOT EXCEEDING $2,750,700 WATER AND SEWER REVENUE BONDS, SERIES 1982, TO FINANCE THE COST THEREOF: PLEDGING 'ME GROSS REVENUES OF SUCH SYSTEM TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS: AND PROVIDING FOR THE RTGHTS OF THE MOLDERS OF 11HE BONDS. was introduced by Xlt.Attorney Gary Brandenburg The resolution was then read in full and discussed and considered. Mr. moons - , then moved the adoption of the resolution as introduced and read. Mr. Bird seconded the motion, and, on roll call, the following voted 11 Aye" : -V-Qn C. Scurlock,. Jr., William C. Wodtke. Jr., Patrick B. Lvons and and the following voted "Nay": A. Grover Fletcher 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.