Loading...
HomeMy WebLinkAbout1982-063RESOLUTION NO. 82-63 RESOLUTION PROVIDING FOR TIIE ACQUISITION AND CONSTRUCTION OF ADDITIONS, EX'T'ENSIONS AND IMPROVEMENTS TO THE COMBINED WATER AND SEWER SYSTEM OF INDIAN RIVER COUNTY, FLORIDA; AUT'HORIZI'NG THE !SSUAl"NICE BY THE COUNTY O NOT EXCEEDING $7,000,000 WATER AND SEWER REVENUE BONDS, SERIES 1982A, 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 THE 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 terms 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: "Authorized Investments" shall mean direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America; obligations of the several agencies of the United States of America which are unconditionally guaranteed by the United States of America; time deposits in banks or trust companies represented by certificates of deposit fully secured as required by the laws of Florida; or any other investments permitted by §125.31, Fla. Stat. (1981). "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 accn>>n+s created pursuant to Section 3.03 of this Instrument for the pur- -1- pose of receiving bond proceeds and other funds to piy 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 ce.oiotr u`�tiVii; engineering an( 'Legal expenseb; f iscal expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; capitalized interest up to 30 months after the date of delivery of the Bonds (but not exceeding 1 year after completion of construction of the Project); reaso- nable 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. "Original Resolution" shall mean Resolution No. 82-61 of the Board entitled. - "RESOLUTION ntitled.- "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. -2- "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 ironrnvPm.-ntc to the System e ,i t a m te be ju r vd uiid cons r .t ell pur- r 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), 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 water and sewer system for the 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 $7,000,000 which shall be paid with the proceeds of the sale of the Bonds. (C) Subsection 3104(J) 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, Cnerating Expenses and principal of and interest on the Bonds. It is estimated that the period of usefulness of the stem w system l exceed d l years _ .� j -3- f (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 S -stem Revenues will be junior, subordinate and inferior to the lien thereon of the holders of the Prior Lien Obligations. (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 to 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 1982A," are hereby authorized to be issued in an aggregate prin- cipal amount not exceeding $7,000,000 for the purpose of pro- viding funds to pay the Cost of the Project. 2.02 Description of Bonds. The Bonds shall be numbered consecutively from one upward; shall be in the denomination of =In $5,000 each or integral multiples thereof; and shall be dated, shall bear interest at such rate or rates not exceeding the maxi- mum rate fixed by applicable law, payable sem—annually, and shall mature on such date and in such years, not exceeding 40 years from their date, and amounts as shall be fixed by subsequent resolution of the Issuer adopted prior to the delivery of the Bonds. The Bonds shall be issued in coupon form; shall be payable to bearer unless registered as hereinafter provided; shall be payable with respect to both principal and interest at a bank or banks to be subsequently determined by tie Issuer prior to the delivery of the Bonds; 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 the appur- tenant interest coupons as they severally mature. 2.03 Provisions for Redemption. The Bonds may be sub- ject to redemption prior to their respective stated dates of maturity, upon the terms and conditions and in the manner as may be specified by subsequent resolution of the Issuer adopted prior to their delivery. Notice of such redemption shall be published at least 30 days prior to the redemption date in a financial journal published in the Borough of Manhattan, City and State of New York; shall be filed with the paying agent; and shall be mailed, postage prepaid, to all registered owners of Bonds to be redeemed at their addresses as they appear on the registration books. If the names and addresses of the holders of all the Bonds have been furnished to the Issuer, the mailing of such notice to the holders shall be sufficient. Interest shall cease to accrue on any Bond duly called for prior redemption on the redemption date, if payment thereof has been duly provided. 2.04 _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 -5- Q such Bonds had not ceased to hold such office. Any 13ond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bond shall hold the proper office of the Issuer, although at the nate 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 persons who shall have 'hei l such offi ryes at any t i me after the date of the adont.i on 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. 2.05 Negotiability and Registration. The Bonds shall be and shall have all the qualities and incidents of negotiable instruments under laws of the State of Florida, and each suc- cessive 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 inci- dents of negotiable instruments. The Bonds may be registered at the option of the holder as to principal only or as to both principal and interest at the office of the paying agent as Registrar, or such other Registrar as may be herefter duly appointed, such registration to be noted on the back of the Bonds in the space provided therefor. After such registration as to principal only or as t0 both principal and interest, no transfer of the Bonds shall be valid unless made at such office by written assignment of the registered owner or by his duly authorized attorney in a form satisfactory to the Registrar, and similarly noted on the Bonds, but the Bonds may be discharged from registration by being in like manner transferred to bearer and thereupon transfer -ability by delivery shall be restored. At the option of the holder, the Bonds may thereafter again from time to time be registered or transferred to bearer as before. Registration as to principal only shall not affect the negotiability of the coupons which shall continue to pass by delivery. The Issuer may make a reaso- nable charge for every such transfer sufficient to reimburse it for any expenses incurred by it; provided, however, that no charge shall be made by the Issuer for the first transfer of any Bonds from bearer to the registered owner and for the first transfer from the registered owner to bearer. 2.06 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 -6- Bond with all unmatured coupons of like tenor as the Bond and attached coupons so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond, upon surrender and cancellation of such mutilated Bond, and attached coupons, if any, or in lieu of and substitution for the Bond and attached coupons, if any, destroyed, stolen or lost, and upon the holder 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 and coupons so surrendered shall be cancelled by the Clerk. If any such Bonds or coupons shall have matured or be about to mature, instead of issuing a substitute Bond or coupon, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond or coupon be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds and coupons 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 or coupons be at any time found by anyone, and such duplicate Bonds and coupons 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 and coupons issued hereunder. 2.07 Form of Bonds. The text of the Bonds and coupons 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 ap- proval shall be presumed by such officer's execution of the Bonds and the Issuer's delivery of the Bonds to the purchaser thereof): No. (FORM OF BOND) UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF INDIAN RIVER WATER AND SEWER REVENUE BOND, SERIES 1982A $5,000 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_ I , from the special funds hereinafter mentioned, the principal. 'sum of -7- FIVE THOUSAND DOLLARS and to pay interest thereon, from the date of t.,e delivery of this Bond to the purchaser thereof, solely from such special funds, at the rate of per centum ( %) per annum, payable on 1, 198_, and semiannually thereafter on the first day of_ and _ 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. � T � Y This Bond Is one of an authorized issue of Bonds In the aggregate principal amount of $7,000,000 of like date, tenor and effect, except as to number, interest rate 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 this 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 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, the Ma 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 ita corporate limits, but sha?.1 constitute a lien only on Within p 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. (Insert redemption provisions) Notice of such redemption shall be given in the manner required by the Resolution. 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. -9- This Bond may be registered as to principal only or both principal and interest in accordance with the provisions endorsed hereon. 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, either manually or with their facsimile signatures, and its corporate seal or a facsimile thereof to be affixed, impressed, imprinted or engraved hereon, ain"i the interest coupons heret0 attached to be executed with the facsimile signatures of such officers, all as of (SEAL) ATTESTED AND COUNTERSIGNED: Clerk COUNTY OF' INDIAN RIVER, FLORIDA M_ Chairman VALIDATION CERTIFICATE This Bond is one of a series of bonds which were vali- dated by judgment of the Circuit Court for Indian River County, Florida, rendered on , 1982. airman PROVISIONS FOR REGISTRATION This Bond may be registered in the name of the holder on the books to be kept by the paying agent, as Registrar, or such other Registrar as may be hereafter duly appointed, as to prin- cipal only, such registration being noted hereon by such Registrar in the registration blank below, after which no transfer shall be valid unless made on the books by the registered holder or his attorney duly authorized and similarly noted in the -10- (1' 0 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. The registration of this Bond as t�, principal only shall not restrain the negotiability of the coupons by delivery, but the coupons may be surrendered with the interest made payable only to the registered holder, in which event the Registrar shall note in the registration blank below that this Bond is registered as to interest as well as principal; and thereafter the interest iolde- ^t�r�a h,irle�r, This pond, YV .L11 Ne remni I� e"d l.J�' i[1p11 LV +.�.\= r4g1u when converted into a Bond registered as to both principal and interest, may be reconverted into a coupon Bond and again con- verted into a Bond registered as to both principal and interest, as hereinbefore provided. Upon reconversion of this Bond, when registered as to both principal and interest, into a coupon Bond, coupons representing the interest to accrue upon this Bond to the date of maturity shall be attached hereto by the Registrar, and the Registrar shall note in the registration blank below whether this Bond is registered as to principal only or payable to bearer. The Issuer may make a reasonable charge for every such transfer sufficient to reimburse it for any expenses incurred by it; provided, however, that no charge shall be made by the Issuer for the first transfer of any Bond from bearer to the registered owner and for the first transfer from the registered owner to bearer. DATE OF IN WHOSE NAME MANNER OF REGISTRATION REGISTERED _REGISTRATION (FORM OF COUPON) No. On the first day of _ to which this coupon is attached- callable and h previously duly called for prior redemption and duly made or provided for, the County of Indian -11- SIGNATURE OF REGISTRAR unless the Bond shall have been payment thereof River, Florida, will pay to bearer at from the special funds desribed in he Bond to which ths cs oupon 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 1982A, dated ► 19 , No. (SEAL) ATTESTED AND COUNTERSIGNED: Cle COUNTY OF INDIAN RIVER, FLORIDA By Chairman -12- ARTICLE III COVENANTS, SPECIAL FUNDS AND APPLICATION THEREOF 3.01 Bonds Not to Be Indebtedness 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 owner or holder of any Bond 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. Money received from the sale of the Bonds shall be applied by the Issuer as follows: A. All accrued interest and, at the option of the Issuer, interest to accrue on the Bonds for a period of up to 30 months after the date of delivery thereof (but not exceeding 1 year after completion of construction of the Project), shall be deposited in the Sinking Fund. B. The Issuer may, at its option, deposit into the Reserve Account, an amount equal to the Maximum Bond Service Requirement. C. The Issuer shall next use the money to pay costs incurred in connection with the issuance of the Bonds. -13- D. There is hereby established the Series 1932A Construction Fund (hereinafter called Construction Fund"), into which shall be paid the balance of the money remaining after making c,'11 the deposits and payments provided for in paragraphs A, B and C above. The Construction Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and the money on deposit therein shall be withdrawn, used and applied by the Issuer solely to the payment of the cost of the Project and pur- poses incidental thereto, as hereinabove described and set forth. If for any reason such proceeds or any part thereof are not necessary for or are not applied to the payment of such cost, then the unapplied proceeds shall be deposited by the Issuer into the Sinking Fund. All such proceeds shall be and constitute trust funds for such purposes, and there is hereby created a lien upon such money until so applied in favor of the holders of the Bonds. Any funds on deposit in the Construction Fund which, in the opinion of the Issuer, are not immediately necessary for expenditure, as hereinabove provided, may be invested in Authorized Investments maturing not later than the date on which such funds will be needed for payment of the costs of the Project. All income derived therefrom shall be deposited in the Construction Fund prior to completion of the Project, and thereafter shall be deposited in the Sinking Fund. 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 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, or 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- -14- 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 u,e 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 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 maturity 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. -15- 1 � 4 4.05 Severability of Invalid Provisions. If any one or _.- _T.- 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 be 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 and 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 immediately upon its passage. The foregoing resolution was offered by Commissioner Bird who moved its adoption. The motion was seconded by Commissioner Wodtke 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 declared the resolution duly passed and adopted this 7th day of July , 1982. Attest.'z�52" FREDA.WR�GHT, Clo,,4k -16•- BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA By G_'Zip DON C. SCURL K, JR. Chairman APPROVED M TO CORM AND AND LEGA, /SUFFIGyENCY/I By BRANDENBURG 1/ Attorney CERTIFICATE OF RECORDING OFFICER The undersigned HEREBY CERTIFIES that: 1. S He is the duly appointed, qualified and acting Clerk of the Board of County Commissioners (herein called the Board _ " ) , and keeper of the records thereof, includ ni g the minutes of its proceedings; 2. The annexed copy Reqular meeting held on the 7th day of correct, and compared copy of of the meeting on file and of to the resolution referred to matters referred to therein; of extracts from the minutes of the of the Board July , a19 82 , is a true, the whole of the original minutes record insofar as the same relate in such extracts and to the other 3. The meeting was duly convened in conformity with all applicable requirements; a proper quorum was present throughout 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; and 4. SHe is duly authorized to execute this Certificate; 5. The copy of the resolution annexed hereto entitled: RESOLUTION No. 82-63 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 the county of not exceeding $7,000,000 water and sewer revenue bonds, Series 1982A, to finance the cost thereof; pledging the gross revenues of such system to secure payment of the principal and interest on the bonds; and pro- viding 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 this day of July , 19 82 (SEAL) Clerk �f60 11�,a Freda Wr-J qht r Clerk EXTRACTS FROM THE MINUTES OF A Regular MEETING OF THE Board of County Commis6ioners OF Indian River County, Florida HELD ON THE 7th DAY OF July 19 82 ,the _ Board of Coun__t_y__ Commissioners -__-- of- Indian River County, Florida _ Administration Building met in _ Reqular meeting at 184025th Street in the City of Vero Beach , Florida , at _ 2:30 o'clock P M. on the -7th day of July , 19_82, 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: Don C. Scurlock, Jr. , William C. Wodtke, A. Grover Fletcher ---, --� Dick Bird Patrick B. LVonsM and the following were absent: none The Chairman declared a quorum present. 0 A resolution entitled: No. 82-63 Resolution providing for the acquisition and construct;.on of additions, extensions and improvements to the combined water and sewer system of Indian River County, Florida; authorizing the issuance by the county of not exceeding $7,000,000 water and sewer revenue bonds, Series 1982A, 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 pro- viding for the rights of the holders of the bonds. was introduced by Mxx Attorney Gary Brandenburg The resolution was then read in full and discussed and considered. Mr. Dick Bird then moved the adoption of the resolution as introduced and read. Mr. William Wodtke seconded the motion, and, on roll. call, the following voted "Aye": Patrick B. Lyons, Dick Bird, William C. Wodtke, Jr., and Don C. Scurlock_ and the following voted "Nay": A. Cro3Z, Fletcher The Chairman thereupon declared the motion carried and the resolution adopted as introduced and read. There being no further business to coma before the meeting, upon motion duly made and seconded, the meetingwns adjourned.