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HomeMy WebLinkAbout1982-140RESOLUTION NO. O V% A RESOLUTION FIXING THE MATURITY AND INTEREST PAYMENT DATES FOR AN $850,000 INDUSTRIAL DEVELOP- MENT REVENUE BOND, SERIES 1982 (RAMPMASTER PROJECT), OF INDIAN RIVER COUNTY, FLORIDA; AWARDING THE BOND AT NEGOTIATED SALE TO TEE PURCHASER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Bonds are payable from the proceeds of the Loan Agreement, Mortgage and Security Agreement, as defined in the Resolution, and, therefore, the Issuer does not have a direct interest in the terms of sale and the Proprietor, as defined in the Resolution, has expressed its unwillingness to undertake the risks and expenses attendant to a public sale of the Bonds; and WHEREAS, the complex nature of the security for payment of the Bonds requires a lengthy review of the credit of the Proprietor which would be financially impractical for bidders to undertake in a competitive sale context; and -1- WHEREAS, a resolution (hereinafter called "Resolution") of the Board of County Commissioners (hereinafter called "Governing Body") of Indian River County, Florida (hereinafter called "Issuer"), duly adopted on Ncvember 3, 1982, authorized the issuance of not exceeding $850,000 Industrial Development Revenue Bonds, Series 1982 (Rampmaster Project), hereinafter called "Bonds," to provide for the acquisition and construction of a capital project in the area of the Issuer; and WHEREAS, the Bonds were validated and confirmed by final judgment of the Circuit Court, Nineteenth Judicial Circuit, in the appeal will and for Indian River County, Florida, and period expire midnight, January 3, 1983; and WHEREAS, Barnett Bank of South Florida, N.A., Miami, Florida (hereinafter called "Purchaser"), has offered to purchase the Bonds at the price of par, pursuant to the remaining terms of Purchase Agreement attached hereto as Exhibit A the Bond (hereinafter called "Bond Purchase Agreement"); and WHEREAS, industrial development revenue bonds are tradi- tionally sold on a negotiated basis and, consequently, a com- petitive sale of the Bonds would in all probability not produce better terms than a negotiated sale, particularly in view of the timing of such an offering and the current instability of the i bond market; and WHEREAS, the Bonds are payable from the proceeds of the Loan Agreement, Mortgage and Security Agreement, as defined in the Resolution, and, therefore, the Issuer does not have a direct interest in the terms of sale and the Proprietor, as defined in the Resolution, has expressed its unwillingness to undertake the risks and expenses attendant to a public sale of the Bonds; and WHEREAS, the complex nature of the security for payment of the Bonds requires a lengthy review of the credit of the Proprietor which would be financially impractical for bidders to undertake in a competitive sale context; and -1- • WHEREAS, the Governing Body deems it necessary and desirable at this time to fix the maturity and interest payment dates for the Bonds, and to award the Bonds at negotiated sale to the Purchaser, subject to the condition subsequent of an appeal being taken from the validation proceeding for the Bonds within the time prescribed by law; now, therefore, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. REMAINING FISCAL DETAILS FOR BONDS. The Bonds shall bear interest payable on February 1, 1983, the first day of each month thereafter, and at maturity; and shall mature on December 28, 1992. SECTION 2. AWARD OF BONDS. The Bonds, in the form of a single, fully registered Bond, are hereby awarded and sold to Barnett Bank of South Florida, N.A., Miami, Florida, at the price of par and upon the remaining terms and conditions of the Bond Purchase Agreement, subject to the condition subsequent of an appeal being taken from the validation proceeding for the Bonds within the time prescribed by law. If an appeal is taken, the Bonds shall be redelivered to the Issuer and the proceeds of their sale repaid to the Purchaser in accordance with the terms of the Escrow Agreement described below. The Governing Body hereby authorizes and directs its Chairman to execute and its Clerk to attest under the official seal of the Issuer, the Bond Purchase Agreement. SECTION 3. ESCROW AGREEMENT. The proceeds of the sale of the Bonds, the Bonds and all closing documents shall be held by Mr. Robert A. Koppen, Attorney at Law, in escrow pursuant to an Escrow Agreement between the Issuer, the Purchaser, and the escrow holder, a substantial form of which is attached hereto as Exhibit B. The proper officers of the Governing Body are hereby authorized to execute and seal the Escrow Agreement with such changes, alterations and corrections as may be approved by the Chairman of the Governing Body, such approval to be presumed by his execution thereof. SECTION 4. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. -2- 40 BOND PURCHASE AGREEMENT Dated as of December 29, 1982 among BONDHOLDER (the "Bondholder"): BONDHOLDER'S ADDRESS: BARNETT BANK OF SOUTH FLORIDA., N.A., 7900 N. E. Second Avenue a banking corporation Miami, Florida 33138 Attn: Corporate Banking Department and COUNTY (the "County"): COUNTY'S ADDRESS: INDIAN RIVER COUNTY, a political subdivision of the State of Florida and PROPRIETOR (the "Proprietor") PROPRIETOR'S ADDRESS: a partnership comprised of ROBERT H. DAVIS and WILLIAM A. DAVIS and COMPANY (the "Company"): COMPANY'S ADDRESS: RAMPMAsTER, INC., a Florida corporation THIS BOND PURCHASE AGREEMENT RELATES to a certain industrial development revenue bond entitled "Indian River County, Florida, Industrial Development Revenue Bond, Series 1982 (Rampmaster Project)." i •• 2 BOND PURCHASE AGREEMENT THIS BOND PURCHASE AGREEMENT (the "Bond Purchase Agree- ment") is made and entered into as of the date set forth on the cover hereof among the Bondholder, the County, the Proprietor and the Company. RECITALS The County intends to issue and sell to the Bondholder its Industrial Development Revenue Bonds, Series 1982 (Rampmaster Project), in the form of a single, fully registered bond in the denomination of $850,000 (the "Bond"). The proceeds of the Bond are to be used, pursuant to a Loan Agreement between the County and the Proprietor (the "Loan Agreement"), to finance the cost (as defined in the Loan Agreement) of the acquisition, construc- tion and installation (the "Acquisition") of certain buildings, equipment and fixtures on a site located in Indian River County, Florida (the "Project Site"), such buildings, equipment and fix- tures being herein called, collectively, the "Project," to be owned by the Proprietor as an industrial plant consisting of an approximately 24,000 square foot light metal material handling plant, with necessary office space, for leasing to the Company. The Proprietor's obligations under the agreement will be secured by an Assignment of Lease and Rents of even date herewith from the Proprietor to the County (the "Lease Assignment"), by which the Proprietor will assign to the County its right to Rents (as defined in the Lease Assignment) with respect to a certain lease agreement of even date herewith (the "Lease"), between the Proprietor and the Company, upon the terms and conditions therein stated. The County intends to secure the Bond by an Assignment of Rights of even date herewith (the "Assignment of Rights"), from the County to the Bondholder pursuant to which the County will assign to the Bondholder certain of its rights under the Loan Agreement, the Lease, and the Mortgage and Security Agreement, all of even date herewith, with respect to the real property and fixtures comprising the Project and the Project Site (the "Mortgaged Property") and with respect to the tangible per- sonal property and fixtures comprising a portion of the Project (the "Chattels"). The "Mortgaged Property and the Chattels are herein collectively referred to as the "Mortgaged and Secured Property." As further security for the Bond, the Company and Robert H. Davis and William A. Davis will guarantee the payment of the -1- 40 Bond pursuant to two Guaranty Agreements of even date herewith (hereinafter referred to as the "Company Guaranty" and the "Personal Guaranty," respectively). The County, the Bondholder, the Proprietor, and the Company desire to set forth certain terms and conditions with respect to the purchase, sale and issuance of the Bond, the custody and application of the proceeds thereof, and the custody and application of funds received for the purpose of paying prin- cipal and interest thereon. AGREEMENT In consideration of the foregoing, the parties hereto agree as follows: Section 1. Issuance and Purchase of Bond. The County shall issue the Bond substantially in the form attached as Exhibit A hereto. The Bond shall be in the principal amount of $850,000, shall be designated "Indian River County, Florida, Industrial Development Revenue Bond, Series 1982 (Rampmaster Project)". The Bond shall be dated as of its date of delivery and shall be stated to mature as stated therein, subject to the right or requirement, as the case may be, of prepayment, all as set forth in the Bond. In reliance upon the representations, warranties and agreements herein contained, and subject to the conditions herein set forth, at the Closing Time (herein defined) the County agrees to issue and sell the Bond to the Bondholder, and the Proprietor agrees to enter into the Lease with the Company and to grant and deliver to the County an assignment of the Lease and the Rents thereunder and its Personal Guaranty and to further secure the repayment of its loan by encumbering the Project with its Mortgage and Security Agreement. The Company shall deliver to the County its Guaranty Agreement. The County shall assign certain of its rights to the Bondholder, all of such documents to be in the form attached as exhibits hereto. Payment for the Bond shall be made at the price of par, and this Bond shall be issued, at 10:00 A.M., local time, on December 29, 1982, at the offices of Fleming, O'Bryan & Fleming, Boca Raton, Florida, or at such other time, date and place as may be mutually agreed upon by the parties hereto (the "Closing Time"). Pending expiration of the period for taking an appeal from the judgment of the Circuit Court in and for Indian River County, Florida, the Bond, the proceeds from the delivery thereof and the documents incidental to such delivery will be held in escrow by Robert A. Koppen, Esquire, pursuant to an Escrow Agreement (the "Escrow Agreement") between the County, the Proprietor, the Bondholder and Robert A. Koppen, Esquire. Section 2. Representations and Agreements of the County. The County represents and agrees with the Bondholder, the Proprietor and the Company as follows: -2- r. 68x7 (a) The County is a political subdivision of the State of Florida and is authorized to issue industrial development revenue bonds in accordance with the Constitution and Part ii of Chapter 159 of the laws of the State of Florida (the "Act"), and to cause the proceeds thereof to be used to acquire, construct, lease, operate and sell projects, or to loan the proceeds of the sale of such bonds for the acquisition, construction and equip- ment of projects, for the purpose of fostering the industrial and business development of the County, by inducing industry and business to locate or remain in the County and otherwise pro- moting the economic development of the County. (b) The County has full power and authority to issue the Bond pursuant to the Act, and to carry out and consummate all transactions contemplated by this Agreement, the Bond, the Loan Agreement and the Assignment of Rights. (c) The County has duly authorized: (i) the issuance and the sale of the Bond to the Bondholder; (ii) the loan of the Bond proceeds to the Proprietor as provided by the Loan Agreement; and (iii) the taking of any and all action on the party of the County to carry out, give effect to and consummate the transactions contemplated hereby. (d) Except as provided in the Loan Agreement, so long as the Bond is outstanding, the County will not issue or sell any bonds or obligations (other than the Bond), the interest, premium or principal of which shall be payable in whole or in part from the revenues derived from the Loan Agreement, the Company Guaranty, the Personal Guaranty, the Lease Assignment, the Assignment of Rights, the Mortgage and Security Agreement, the Mortgaged Property, the Chattels, or the use of the Mortgaged Property or the Chattels. (e) The County is not required to pay any taxes on the Project or upon the income therefrom and the Bond, its transfer ! and the income therefrom are exempt from all taxes within the State of Florida, except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations. (f) There is no action, suit, proceeding or investiga- tion at law or in equity or before or by any court, public board or body pending or, to the knowledge of the County, threatened against or affecting the County or to the best of the knowledge of the County, any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the transac- tions contemplated by this Agreement, or which, in any way would adversely affect the validity of the Bond, the Loan Agreement, or the Escrow Agreement, or any other agreement or instrument to -3- 40 o® which the County is a party and which is used or contemplated for use in consummation of the transactions contemplated hereby. (g) The execution and delivery by the County of this Agreement, the Bond, the Loan Agreement and the other agreements contemplated hereby and compliance with the provisions thereof will not conflict with, or constitute on the part of t::e County breach of, or a default under, any existing law, court order or any provision of any legislative act, constitutional or other proceeding relating to the affairs or resolutions, or any agreement, indenture, mortgage, lease or other instrument to which the County is subject or by which it is bound. Section 3. Representations, Wprranties and Agreements by the Proprietor and the Company. (a) The Proprietor represents and warrants to, and agrees with, the Bondholder, the Company and the County as follows: (i) The Proprietor has power to enter into this Agreement, the Loan Agreement, the Personal Guaranty, the Lease and the Lease Assignment, and has duly authorized the execution and delivery of this Agreement, the Loan Agreement, the Personal Guaranty, the Lease and the Lease Assignment. (ii) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the best of its knowledge, threatened against or affecting the Proprietor, nor to the best of its knowledge is there any basis therefor, wherein an unfa- vorable decision, ruling or finding would materially adversely affect the obligations contemplated by this Agreement, the Loan Agreement, the Company Guaranty, the Personal Guaranty, the Assignment of Rights, the Mortgage and Security Agreement, the Lease and the Lease Assignment or the assets or the financial con- dition of the Proprietor, or which in any way would adversely affect the validity or enforceability of this Agreement, the Loan Agreement, the Company Guaranty, the Personal Guaranty, the Assignment of Rights, the Mortgage and Security Agreement, the Lease or the Lease Assignment. (iii) The execution and delivery of this Agreement, the Loan Agreement, the Assignment of Rights, the Lease, the Lease Assignment, the Company Guaranty, the Personal Guaranty, the Mortgage and the Security Agreement; the consummation of the transactions contemplated herein and therein; and the fulfillment or compliance with the terms of this Agreement, the Loan Agree- ment, the Assignment of Rights, the Lease, the Lease Assignment, the Company Guaranty, the Personal Guaranty, and the Mortgage and -4- r. 06R , . Security Agreement, will not result in a breach of any of the terms or provisions of, or constitute a default under, any inden- ture, mortgage, deed of trust or other agreement or instrument to which the Proprietor is now a party or by which it is bound or to which the Project is subject. (iv) The Proprietor has filed all required federal, state, and local tax returns as they have become due, and no claims have been assessed and are unpaid with respect to such __.._._. taxes. (v) The Proprietor is not in violation of any laws, ordinances, governmental rules or regulations to which it is sub- ject nor has it failed to obtain any necessary licenses, permits, franchises, or other governmental authorization which it is required to obtain in order to construct the Project and other- wise for purposes of fulfilling its obligations under this Agree- ment and the Loan Agreement. (vi) All construction is to be performed in accor- dance with the Plans and Specifications (as defined in the Loan Agreement) and, to the best knowledge and belief of the Proprietor there will be no violation of any applicable zoning, building or other local, state or federal laws, ordinances and regulations with respect to the anticipated use and construction thereof. (vii) All utility services including water supply, storm, and sanitary sewer facilities and gas, electric and telephone facilities, necessary for the construction of the Project and the operation thereof for its intended purpose have been installed on the Project Site (as defined in the Loan Agree- ment), and the Proprietor has obtained all necessary permits and permissions required from governmental authorities for access to and use of such services in connection with the construction and use of the Project. (b) The Company represents and warrants to, and agrees with, the Bondholder, the Proprietor and the County as follows: (i) The company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, with corporate power to execute and deliver, and carry out and perform its obligations under, this Agreement, the Lease and the Company Guaranty. (ii) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the best of its knowledge, -5- 1166 I threatened against or affecting the Company, nor to the best of its knowledge, is there any basis therefor, wherein an unfa- vorable decision, ruling or finding would materially adversely affect the validity or enforceability of this Agreement, the Lease, or the Company Guaranty. (iii) This Agreement, the Lease and the Company Guaranty have been duly authorized, executed and delivered by and on behalf of the Company, and any resolution authorizing such execution and delivery and the performance of the obligations contained therein has not been modified or amended and is in full force and effect as of the date hereof. (iv) The execution and deli•ery by the Company of the Lease and the Company Guaranty and compliance with the terms thereof will not constitute on the part of the Company a breach of, or default under the Company's articles of incorporation or by-laws or any agreement, indenture, mortgage, lease or other instrument to which the Company is now a party or by which it is bound or to which its properties or property interests are sub- ject; and all necessary authorizations, approvals, consents and other orders of any governmental authority or agency for the exe- cution and delivery by the Company of the Lease and the Company Guaranty have been obtained and are in full force and effect. (v) The Lease and the Company Guaranty are made in furtherance of the purposes set forth in the Company's articles of incorporation and are necessary to promote and further the business of the Company, and the assumption by Company of its obligations hereunder will result in direct financial benefit to the Company. (vi) The Company has filed all required federal, state and local tax returns as they have become due, and no claims have been assessed and are unpaid with respect to such taxes. Section 4. Conditions of Bondholder's Obligations to Purchase. The Bondholder shall accept delivery of the Bond only upon the following conditions: (a) The Bond, this Agreement, the Loan Agreement, the Company Guaranty, the Personal Guaranty, the Lease, the Lease Agreement, the Mortgage and Security Agreement, and the Assignment of Rights shall have been duly authorized, executed and delivered, all in form satisfactory to the Bondholder. (b) Certificates and policies of title and other insurance, or binders therefor, required by the Loan Agreement -6- shall have been delivered to the Bondholder in form satisfactory to it. (c) The Bondholder shall have received evidence, satis- factory to it, of the due authorization, execution and delivery of the documents mentioned in clause (a) of Section 3 by the parties thereto; and appropriate certificates reasonably satisfactory to the Bondholder covering litigation, compliance with laws and prior agreements, and the securing and fulfilling of all necessary permits and requirements, and opinions of counsel reasonably satisfactory to the Bondholder with respect to the foregoing. (d) The Bondholder shall have received a copy, duly cer- tified by the County, of the resolutions adopted by the County on August 5, 1982, and December , 1982, authorizing the issuance of the Bond, and the execution and delivery of this Agreement, the Loan Agreement and the Escrow Agreement. (e) The Bondholder shall have received copies, duly cer- tified, of the resolutions adopted by the Board of Directors of the Company, authorizing the execution and delivery of the tease, the Company Guaranty, and the consent to the Lease Assignment. (f) The receipt by the Bondholder of the opinions of counsel substantially in the forms of Exhibits hereto. (g) The supply of such other documentation and cer- tificates as may be reasonably required by the Bondholder. (h) The County shall have obtained a judgment vali- dating the Bond. (i) The representations and warranties of the Proprietor contained in Section 3(a) hereof shall be true on and as of the Closing Time with the same effect as if such representations and warranties had been made on and as of such Closing Time, and the Proprietor shall not be in default under the Loan Agreement, the Lease Assignment or this Agreement (assuming the same to have been effective and binding instruments from the date hereof), and the Proprietor shall have delivered to the Bondholder a certificate dated as of the Closing Time executed by the Proprietor to the effect set forth above. (j) The representations and warranties of the Company contained in Section 3(b) hereof shall be true on and as of the Closing Time with the same effect as if such representations and -7- D warranties had been made on and as of such Closing Time, and the Company shall not be in default under the Lease or this Agreement (assuming the same to have been effective and binding instruments from the date hereof) and the Company shall have delivered to the Bondholder a certificate dated as of the Closing Time executed by the President or a Vice -President of the Company to the effect set forth above. (k) All recordings and filings of, or with respect to, the Loan Agreement, the Lease, the Lease Assignment, the Mortgage and Security Agreement and the Assignment of Rights and all necessary or appropriate financing statements relating thereto, shall have been duly recorded or filed in all such places as may be required by law, or as may be deemed necessary or desirable by the Bondholder, in order to establish, preserve, protect and per- fect the interest and rights created or intended to be created thereby. (1) A complete set of the Plans and Specifications (as defined in the Agreement and referred to in Section 3.4) for the Project shall have been delivered to the Bondholder. (m) The Bondholder shall have received a plat of survey of the Project Site, prepared and certified to by a registered land surveyor satisfactory to the Bondholder, prepared in compliance with the minimum standard detailed requirements for land title surveys as adopted by the American Land Title Association. (n) That the General Contractor for the building of the Project shall have delivered a Payment and Performance Bond in a form satisfactory to the Bondholder. Section 5. Conditions of the County's Obligations. The issuance by the County of the Bond is subject to the conditions set forth in Section 4 hereof and to the receipt by the County of the opinions of counsel substantially in the forms of Exhibits hereto, and of its bond issuance expenses, in an amount equal to the fees and expenses of Bond Counsel, then due and payable by the Proprietor, and other expenses incurred by the County with respect to the issuance of the Bond. Amounts derived from Bond proceeds that are to be used to pay the expenses referred to in this Section shall be held by the Escrowee pursuant to the Escrow Agreement. Section 6. Execution. The Bond shall be executed on behalf of the County by the Chairman of the Board of County Com- missioners of the County, and shall have impressed thereon the i official seal of the Board of County Commissioners of the County attested by the Clerk of the Board of County Commissioners of the County. In case any officer whose signature shall appear on the -B- 40 Bond shall cease to be such officer before the delivery of the Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. Section 7. Purchase for Investment Only; Independent Investigation; Transfer of Bond. The Bondholder represents and covenants to the Proprietor, the Company and the County that it is purchasing the Bond for its own account for investment only and with no present intention of distributing or selling such Bond or any part thereof, or any interest therein; provided, however, that the Bondholder reserves the right to dispose of the Bond, or interests therein, to one or more banks, insurance com- panies or similar institutional investors and, in such event, only in a disposition not involving L public offering. The Bondholder understands that the Bond has not been registered under the Securities Act of 1933, as amended. The Bondholder acknowledges that in purchasing the Bond, it is not relying on any representations of the County with respect to the financial quality of the Bond or the financial condition of the Proprietor or the Company. The Bondholder is relying solely on statements and representations of the Proprietor and the Company relating to its purchase of the Bond. The Bondholder acknowledges that its business is that of a commercial bank. In connection with its business, the Bondholder holds an extensive portfolio of investments, and has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of purchasing the Bond. The Bondholder represents that it has made its own inde- pendent evaluation of the creditworthiness of the Proprietor and the Company. The Proprietor and the Company have made available to the Bondholder during the course of the transaction and prior to the purchase of the Bond, the opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Bond and to obtain any additional information relative to the financial data and business of the parties involved and the property to be mortgaged and otherwise used as security. The Bond shall be issued in a form payable to the Bondholder or its assigns, and the Bondholder shall be deemed and regarded as the absolute owner thereof for all purposes, and payments of or on account of the principal of, premium, if any, and interest on the Bond shall be made only to or upon the order of the Bondholder, whether or not any transfer thereof shall be made, -9- El •o until the County and the Proprietor shall have received written notice of such transfer, including the name and address of the transferee. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sums so paid whether or not any transfer thereof shall be made, until the County and the Proprietor shall have received written notice of such transfer, including the name and address of the transferee. Within ten days after any disposition of the Bond held by it, the Bondholder agrees to give written notice of such dispo- sition to the County and the proprietor. Section 8. Notation of Payments. The Bondholder shall permit the County, at any time during regular business hours, to make at its office or the Depository's office an appropriate nota- tion or notations on the Bond of payments of principal thereon, if at least five days prior thereto the County shall have given writ- ten notice of its intention to do so and it shall not have received from the Bondholder a written confirmation that the requested nota- tion or notations shall have been made by the Bondholder. In the event that the Bond is to be transferred by the Bondholder as per- mitted in Section 7 hereof, the Bondholder shall, prior to such transfer, make or cause to be made notations thereon of all payments of principal with respect to which no prior notations have been made and of the date to which interest or premium, if any, thereon has been paid. Section 9. Project Fund. The proceeds of the sale of the Bond to the Bondholder shall be set aside in trust with BARNETT BANK OF SOUTH FLORIDA, N.A., as depository (the "Depository") for the account of the County in a special account designated the "Indian River County Industrial Development Revenue Bond, Series 1982 (Rampmaster Project) Project Fund". There is hereby created a security interest in the money and investments in the Project Fund held by the Depository for the benefit of the holder of the Bond, upon the terms and conditions provided herein, and this Bond Purchase Agreement shall be deemed a security agreement with respect to the security interest so created. The Depository shall be deemed to be (1) the secured party under Section 679.105(m) of the Uniform Commercial Code of Florida, as amended (the "UCC"), as representative of the holder, or (2) a bailee which under Section 679.305 of the UCC holds collateral for the benefit of the holder as secured parties, in either case with an obligation to use money in the Project fund solely as provided herein. Upon the occurrence of any Event of Default under the Loan Agreement, the Company Guaranty or the Personal Guaranty, the Bondholder shall have all the rights and remedies available ?� to a secured party under the UCC with respect to the money and investments held in this Project Fund. The Depository shall pay -10- out of the Project Fund, from time to time, amounts (not exceeding the sum of the principal amount of the Bond, the net amount of any income realized through the investment of amounts held for the credit of the Project Fund, and any other amounts deposited into the Project Fund Pursuant to the Loan Agreement) required to pay the Cost (as defined in the Loan Agreement) of Acquisition of the Project, upon receipt of the following: (a) A requisition and attached certificate (substantially in the form of Exhibit attached hereto), signed by the Authorized Representative as defined in the Loan Agreement), stating to whom the payment is to be made, the purpose in reaso- nable detail for which the obligation to be paid was incurred and stating: (1) That the obligation stated on the requisition has been incurred by the Proprietor relating to the Acquisition of the Project, and that each item is a proper charge against the Cost of the Project and that the obligation has not been the basis for a prior requisition which has been paid; (2) that to the best of the Proprietor's knowledge, no written notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the money payable under such requisition to any of the persons, firms or cor- porations named therein has been received, or if any notice of any such lien, attachment or claim has been received, such lien, attachment or claim has been released or discharged or will be released or discharged upon the payment of the requisition; (3) that such requisition contains no items repre- senting payment on account of any retained percentages entitled to be retained at the date of the certificate; (4) that the payment of such requisition will not result in less than substantially all of the proceeds of the Bond having been expended under such requisition and all prior requisi- tions having been used for the acquisition, construction, recon- struction or improvement of land or property of a character subject to the allowance for depreciation within the meaning of Section 103(b)(6)(A) of the Code; (5) the percentage of completion of the acquisition and construction of the improvements to be constructed on the Project Site in accordance with the Plans and Specifications and the machinery and equipment which will constitute part of. the Project (such improvements, machinery and equipment being hereinafter referred to as the "Improvements") and the value of the -- Improvements completed at that time;-- -11- 4D •• (6) that, other than the payments which are the sub- ject of the requisition, all outstanding claims for labor, materials and fixtures through the date of the last requisition have been paid and any liens therefor waived in writing; (7) that all work on the Improvements has been done in a good and workmanlike manner by the General Contractor and all subcontractors in accordance with the Plans and Specifications; and (8) that the amounts remaining the Project Fund after payment of such requisition will be sufficient to pay the cost of completing the Improvements. (b) In addition, if any requi^,ition includes an item for payment for labor or to contractors, builders or materialmen, the relevant bills, invoices or statements showing the amounts due and a certificate attached to the requisition signed by the Proprietor's Authorized Representative, stating that (1) obliga- tions as stated on the requisition have been properly incurred, (2) such work was actually performed or such materials or supplies were actually furnished or installed in or about the Project and are a proper charge against the Cost of the Project and (3) either such materials or supplies are not subject to any lien or security interest or any such lien or security interest will be released or discharged upon payment of the requisition. (c) The Proprietor shall furnish evidence satisfactory to the Bondholder that an executed amendment to all financing state- ments has been filed, satisfying the requirements of Section 679.401 of the UCC and adding the description of the Chattels any items of Chattels, not previously included in such financing sta- tements, acquired as part of the Project. (d) Written notice shall have been delivered to the Depository by the issuer (the "Title Company") of the title insurance loan policy referred to in Section 4(b) hereof which sta- tes that the Title Company is prepared to issue and deliver to the Bondholder an endorsement to such title insurance loan policy which (1) extends the coverage in such policy to the date of the requested payment, subject to no new exceptions to coverage thereunder, (2) increases the liability of the Title Company under any "pending disbursements" limitation in such title insurance loan policy to an amount equal to the sum of all payments (including the requestiid payment) which have been made by the Depository from the Project Fund, and (3) provides that such title insurance loan policy will insure against loss or damage by reason of lack of priority of the Mortgage and Security Agreement over any lien, or right to a lien, imposed by law for the costs of services, labor -12- 66 or material furnished prior to the date of the requested payment for the Improvements. The Depository shall be entitled to rely conclusively upon the information stated in a requisition or certificate, and the Depository shall not have any responsibility to make any inspection of the Project, to confirm the information set forth in any requi- sition or to inquire as to the application of Bond proceeds. A copy of each such requisition and certificate shall be mailed by the Proprietor to the County on or before the dates on which the Proprietor presents the same to the Depository. Any money or other assets remiining in the Project Fund at the Completion Date (as defined in the Loan Agreement) shall be applied by the Depository, on behalf of the County, as provided in Section 12 hereof, to the prepayment of the Bond pursuant to its terms. Section 10. Ownership; Instruments of Further Assurance. (a) The County and the Proprietor each covenant that as and when properly requested in accordance with the respective terms thereof, they will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered such further acts, instruments, conveyances and transfers as may reasonably be required for the better assuring, transferring, conveying, mortgaging, pledging, assigning and confirming to the Bondholder all and singular the rights and security assigned to the Bondholder to assure the payment of the principal of and interest on the Bond. (b) The Proprietor covenants and agrees that, except as provided or contemplated herein and in the Loan Agreement, it will not create or grant any other security interest in the Chattels or lien on the Mortgaged Property and will not sell, assign, convey, mortgage, encumber or otherwise dispose of any part of the Chattels. (c) The County covenants and agrees that, except as pro- vided or contemplated herein or in the Assignment of Rights, the Mortgage and Security Agreement, and the Loan Agreement, it will not sell, assign, convey, mortgage, encumber or otherwise dispose of the revenues and receipts from, or its other rights under, the Loan Agreement, the Company Guaranty, the Personal Guaranty, the Assignment of Rights, the Lease, the Lease Assignment, or the Mortgage and Security Agreement. Section 11. Investment of Project Fund and Other Money. Any money held as any part of the Project Fund or other special -13- 0 *M . trust funds created pursuant to the Loan Agreement or this Agreement, shall, at the direction of the Authorized Represen- tative and subject to Section 6.5 of the Loan Agreement, be invested or reinvested by the Depository to the extent permitted by law in (a) direct general obligations of, or obligations the payment of the principal of and interest on which are uncon- ditionally guaranteed by, the United States of America c,r an agency thereof, and (b) certificates of deposit of banks or trust companies organized under the laws of the United States or any state thereof, which are continuously secured by direct obliga- tions of the United States of America. The investments so purchased shall be held by the Depository in trust and shall be deemed F: all times to be a part of the Project Fund or such special trust funds, as the case may be, and the interest accruing thereon and any profit realized therefrom shall be credited to such fund, and any losses resulting from such investment shall be charged to such fund and reimbursed by the Proprietor to such fund. The Depository is hereby directed to sell and reduce to cash a sufficient amount of such investments whenever the cash balance in any such fund is insufficient to pay a requisition when presented or to make a payment or prepayment on the Bond when due. The Depository shall not be responsible or liable in any manner for any loss resulting from any investment made by it at the direction of the Authorized Representative or resulting from the sale or disposition prior to the maturity of any such investment when necessary to pay a requisition when presented or to make a payment or prepayment on the Bond when due, nor shall the Depository be required to invest or reinvest any amounts in the Project Fund or such special trust funds or any earnings therefrom unless directed in writing to do so by the Authorized Representative. The Depository shall not be required to pay interest upon any such amounts or earnings held in the Project Fund or such special trust funds during such time that such amounts remain uninvested. The Proprietor agrees to pay to the Depository its reasonable fees and expenses incurred in acting as Depository hereunder and in making the investments of the amounts in the Project Fund or such special trust funds at the direction of the Authorized Representative. The Depository undertakes to perform only such duties as are expressly set forth in this Agreement, and the Depository shall not be liable or responsible for any action or inaction by it hereunder other than as a result of its gross negligence or willful misconduct. The Depository may rely conclusively upon the opinion or advice of any attorney (who may be the attorney or attorneys for the County or the Proprietor) acceptable to the Depository. The Depository may at any time -14- • ss resign from its duties hereunder by giving 60 days written notice to the County and the Proprietor either personally or by registered mail, and by giving notice by registered or certified mail to the Bondholder or any other holder of the Bond then outstanding. Such resignation shall take effect at the end of such 60 days or upon the earlier appointment of a successor Depository mutually agreeable to the parties hereto. On the effective date of such resignation, the Depository agrees to transfer all funds and assets, together with all records relating thereto, to the successor Depository. In the event of any conflict between the Escrow Agreement and this Section 11, the provisions of the Escrow Agreement shall be given precedence ,nd shall control. Section 12. Completion of the Project. The completion of the Project and payment of all Costs of the Project shall be evidenced by the filing with the Depository and the Bondholder of the certificates of the Authorized Representative and the Consulting Architect and the other documents and instruments required by the Loan Agreement. As soon as practicable and in any event after 60 days from the date of the certificate referred to in the preceding sentence, any balance remaining in the Project Fund shall, without further authorization but with advice to the County and to the Proprietor of such action, be applied by the Depository to the prepayment of the principal of the Bond in accordance with its terms. Upon the payment by the Depository to the Bondholder of the balance remaining in the Project Fund for application to the prepayment of the Bond in accordance with the provisions of Section 7 hereof, the account designated as the Project Fund shall be closed by the Depository without any further action by the parties hereto and the duties and obligations of the Depository hereunder shall terminate. Section 13. Alterations of Documents. Alterations and modifications of this Agreement, the Lease, the Loan Agreement, the Company Guaranty, the Personal Guaranty, the Lease Assignment, the Mortgage and Security Agreement, the Assignment of Rights, the Escrow Agreement or of any supplements thereto, may be made only with the written consent of the County, the Proprietor, the Bondholder, and the Company; provided that only the consent of the Bondholder shall be required to waive any of the provisions of Section 4 hereof subsequent to Closing Time. Section 14. Limitation of Liability of Members, etc., of County. No covenant, condition or agreement contained herein shall be deemed to be a covenant, agreement or obligation of a present or future member, commissioner, officer, employee or agent of the -15- • be County in his or her individual capacity, and neither the members of the Board of County Commissioners of the County nor any officer thereof executing the Bond shall be liable personally on the Bond or be subject to any personal liability or accoun- tability by reason of the issuance thereof or by virtue of the execution and delivery of this Agreement. No member, officer, commissioner, employee or agent of the County shall incur any personal liability with respect to any other action or failure to take action under this Agreement, provided such member, commissioner, officer, employee or agent acts in good faith. Section 15. Miscellaneous. (a) The Proprietor agrees to pay at the Closing (i) the reasonable fees %nd expenses of Counsel to the Depository and the Bondholder and of Bond Counsel and all other costs and expenses incidental to the financing hereunder and the issuance of the Bond including the costs of producing the docu- ments referred to herein; (ii) all taxes, if any, upon any docu- ments or transactions pursuant to this Agreement; (iii) all expenses incidental to all filings or recordings pursuant to this Agreement, the Escrow Agreement,the Lease, the Loan Agreement, the Company Guaranty, the Personal Guaranty, the Lease Assignment, the Mortgage and Security Agreement and the Assignment of Rights; and thereafter, to pay all costs of collection (including reaso- nable counsel fees) in the event of default in the payment of the principal of or interest on either the Bond or other charges payable under this Agreement. (b) This Agreement shall be binding upon and inure to the benefit of the County, the Bondholder, the Company, and the Proprietor and their respective successors, heirs, beneficiaries and assigns. All of the representations, warranties and agreements contained in this Agreement shall survive closing and shall remain operative and in full force until the obligations of all parties hereunder have been satisfied. (c) Upon payment of the Bond or until it shall no longer be outstanding, the County shall be relieved of all further obligations with respect to the Bond and this Agreement. (d) Any money required or permitted to be paid or depo- sited with the Depository under the provisions of the Loan Agree- ment, the Escrow Agreement, the Company Guaranty, the Personal Guaranty, the Lease Assignment, the Mortgage and Security Agreement or the Assignment of Rights (other than as a payment or prepayment of loan installments or of the principal of, or premium, if any, or interest on, the Bond or as a payment of or reimbursement for an expense to be paid or reimbursed to the Depository by the Proprietor) shall be held as a special trust -16- fund by the Depository, the Bondholder and applied to the purpose for which such money was deposited, and in the meantime such money may be invested in accordance with the provisions of Section 11 hereof. (e) The material set forth on the cover hereof is incor- porated herein. IN WITNESS WHEREOF, the parties hereto have caused this Bond Purvhase Agreement. to be executed and seals affixed and attested by their duly authorized officers, all as of the date first above written. (SEAL) Attest: Clerk, Board of County Commissioners INDIAN RIV:.R COUNTY, FLORIDA By Chairman, Board of County Commissioners Approved by the County Attorney as to Form and Legal Sufficiency: By -17- BARNETT BANK OF SOUTH FLORIDA, N.A., a banking corporation By ROBERT }i. DAVIS WILLIAM A. DAVIS RAMPMASTER, INC., a Florida corporation By President Attest: Secretary The undersigned hereby agrees to act as Depository pur- suant to this Bond Purchase Agreement. BARNETT BANK OF SOUTH FLORIDA, N.A. By -18- 40 ESCROW AGREEMENT This Escrow Agreement (the "Agreement") is between Indian River County, Florida (the "Issuer"), Robert H. Davis and William A. Davis (collectively, the "Proprietor"), Rarnett Bank of South Florida, N.A., Miami, Florida (the "Purchaser"), and Robert A. Koppen (the "Escrowee"), and is dated December 29, 1982, BACKGROUND FACTS 1. A resolution of the Board of County Commissioners of the Issuer, duly adopted on November 3, 1982, authorized the issuance of not exceeding $850,000 Industrial Development Revenue Bonds, Series 1982 (Rampmaster Project), the "Bonds," to provide for the acquisition and construction of a capital project in the area of the Issuer. 2. The Bonds were validated and confirmed by final judgment (the "Judgment") of the Circuit Court, Nineteenth Judicial Circuit, in and for Indian River County, Florida, and the appeal period (the "Appeal Period") will expire midnight, January 3, 1983. 3. The Purchaser, the Proprietor and the Issuer have entered into a Bond Purchase Agreement providing for the delivery of the Bonds to the Purchaser, and the payment therefor, in escrow, pending expiration of the Appeal Period. 4. The parties to this Agreement desire to reduce the terms and conditions of the escrow to writing and name an escrow holder. AGREEMENT Section 1. Terms of Escrow. The Bonds, in the form of a single, fully registered Bond in the denomination of $850,000, shall be delivered to the Purchaser on December 29, 1982, by placing them in escrow with the Escrowee pending expiration of the Appeal Period. The purchase price for the Bonds shall be paid to the Issuer on December 22, 1982, by delivery of clearinghouse funds in the amount of $850,000 to the Escrowee pending expiration of the Appeal Period. On December 29, 1982, the Escrowee shall deposit such clearinghouse funds with the Purchaser, as depository, and invest the same in accordance with the written instructions of the Proprietor, as approved by the Purchaser. All transaction documents and opinions regarding the -1- U delivery of the Bonds shall be held by the Escrowee pending expiration of the Appeal Period, except that the security interest and mortgage lien created by the Loan Agreement, hereinafter defined, and any other security interests created pursuant to other transaction documents, shall be perfected on u December 29, 1982, through filings and/or recordings of necessary documents. If no appeal is taken from the Judgment within the Appeal Period, the Escrowee shall surrender the Bonds to the Purchaser, the transaction documents and opinions to the appropriate parties entitled to the same and the $850,000 purchase price (the "Purchase Price") for the Bonds to the Issuer, on January 4, 1983, at a time and place agreeable to the parties to this Agreement. Any inves.ment income earned on the Purchase Price during the interim period from December 29, 1982, to January 4, 1983, shall be paid to the Proprietor for disposi- tion in accordance with the terms and conditions of the Loan Agreement, Mortgage and Security Agreement, dated December 29, 1982, between the Issuer and the Proprietor (the "Loan Agree- ment"). If an appeal is taken from the Judgment during the Appeal Period, the Escrowee shall redeliver the Bonds to the Issuer, the transaction documents and opinions to the appropriate parties originating the same and the Purchase Price to the Purchaser, and record and/or file appropriate documents to ter- minate the security interests and release the mortgage lien per- fected in accordance with the Loan Agreement and other transaction documents; however, under such circumstances any investment income earned on the Purchase Price during the interim period from December 29, 1982, to the date of filing of the notice of appeal, shall be paid to the Proprietor. Section 2. Appointment of Escrowee. Robert A. Koppen, Attorney at Law, Suite 605, 7900 N. E. 2nd Avenue, Miami, Florida 33138, is hereby appointed Escrowee under this Agreement. He shall receive no compensation for his services as Escrowee here- under, other than as agreed in writing by the parties to this Agreement. All reasonable expenses incurred by the Escrowee under this Agreement shall be paid by the Proprietor. Section 3. Counterparts. This Agreement may be exe- cuted in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument. Section 4. Governing Law. The provisions of this Agreement shall be construed in accordance with the laws of Florida. EXECUTION -2- Upon execution by the parties hereto, this Agreement shall constitute a valid and binding agreement as of its date. (SEAL) INDIAN RIVER COUNTY, FLORIDA ATTEST: Clerk, Board of County Commissioners Chairman, Board of County Commissioners Robert H. Davis William A. Davis BARNETT BANK OF SOUTH FLORIDA, N.A. By ts: Robert A. Koppen =Z 40 SPECIM, EA. N No. R-1 $850,000 UNITED STATES OF AMERICA STATE OF FLORIDA INDIAN RIVER COUNTY INDUSTRIAL DEVELOPMENT REVENUE BOND, SERIES 1982 (RAMPMASTER PROJECT) KNOW ALL MEN BY THESE PRESENTS, that Indian River County, Florida (the "Issuer"), a political subdivision of the State of Florida, for value received, hereby promises to pay to Barnett Bank of South Florida, N.A., Miami, Florida, or its successors or registered assigns (the "Bank"), from the revenues and receipts of the Issuer from or in connection with a Loan Agreement, hereinafter defined, the principal 'sum of $850,000, with interest on the unpaid principal balance from the date of this Bond, until paid, at the rate of 12.50% per annum. At the option of the Bank, such rate of interest may be increased after 5 years from the date of this Bond, to the rate of 70% of the interest rate per annum then quoted by the Bank as its prime rate on 90 -day commercial loans to its largest customers in effect from time to time computed on a daily basis uti- lizing a 365 -day year, and such increased rate shall be effective until maturity of this Bond. Beginning on the completion date for the Project, herein- after defined, the principal of and interest on this Bond shall be payable in consecutive monthly installments of $10,476.44 per month, on the first day of each month, and the balance at the maturity of this Bond on December 21, 1992. Prior to such completion date, interest only shall be paid on this Bond on February 1, 1983, and in such consecutive monthly installments. If the rate of interest on this Bond is increased at the option of the Bank, such con- secutive monthly installments shall be adjusted as necessary to reflect the higher rate of interest. The installments of principal of and interest on this Bond, when due and payable, shall be paid to the holder of this Bond by check or draft mailed to his address last appearing on the Bond Register. Upon final payment of the principal of and interest on this Bond, it shall be surrendered to the Clerk of the Board of County Commissioners of the Issuer. All payments of principal, redemption premium, if any, and interest on this Bond shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This Bond is issued pursuant to the Constitution and laws of the State of Florida, particularly Chapter 159, Part II, -1- CJ S P" E C I hi E N Florida Statutes, and other applicable provisions of law and a resolution duly adopted by the Board of County Commissioners of the Issuer on November 3, 1982. This Bond is issued under and secured by a Loan Agreement, Mortgage and Security Agreement between the Issuer and Robert H. Davis and William A. Davis dated the date hereof (the "Loan Agreement"). The Bond is issued for the purpose of financing the cost of the acquisition, construc- tion and equipment of a light metal material handling plant (the "Project") to be acquired by and at the expense of Robert H. Davis and William A. Davis (collectively, the "Proprietor"), within the territorial limits of the Issuer under and pursuant to Lhe Loan Agreement. Copies of the Loan Agreement are on file at the office of the Clerk of the Board of County Commissioners of the Issuer and reference is made to the Loan Agreement for the provisions relating, among other things, to the terms and security of this Bond, the collection and disposition of the revenues and receipts of the Issuer from or in connection with the Loan Agreement, the custody and application of the proceeds of this Bond, the rights and remedies of the holder of this Bond and the rights, duties and obligations of the Issuer and the Proprietor. This Bond is and will be secured, to the extent provided in the Loan Agreement, by a pledge of and lien upon the proceeds of this Bond and the income from investment of funds under and to the extent provided in the Loan Agreement, and the revenues and receipts derived by the Issuer from or in connection with the repayment of a loan (the "Loan") from the Issuer to the Proprietor for the financing of the Project, including payments received under the Loan Agreement. This Bond is additionally secured by a security interest in and mortgage upon the Project, all as more par- ticularly set forth in the Loan Agreement. Full payment of the principal of, premium, if any, and interest on this Bond has been fully guaranteed by the Proprietor pursuant to the Loan Agreement and by Rampmaster, Inc., pursuant to a Guaranty Agreement, dated as of the date hereof, between such guarantor and the Issuer. Neither this Bond nor the interest thereon shall be or constitute a general obligation of the Issuer or a lien upon any property owned by or situated within the territorial limits of the Issuer, except upon the properties secured under the Loan Agreement. The holder of this Bond shall not have the right to compel any exer- cise of the ad valorem taxing power of the State of Florida or of any political subdivision of such State to pay this Bond or the interest thereon. The Issuer shall not be obligated to pay this Bond or the interest thereon except from the proceeds of this Bond and investment income under the Loan Agreement, ,tbl c reVLIlLL68 and receipts derived from the Loan Agreement, and the security interest, mortgage and guaranties as aforesaid. -2- SPECILIEN The outstanding principal balance of this Bond is subject to mandatory redemption as follows: (a) this Bond shall be redeemed by the Issuer on any date at the outstanding principal balance thereof plus accrued interest to the date fixed for redemption, upon the discontinuance by the Proprietor of his operations at the Project and the exercise by the Proprietor of his option to acce- lerate payment of the entire unpaid balance of the Loan upon the occurrence of any of the following events: (1) all or substantially all of the Project shall have been damaged or destroyed and the Proprietor shall determine that it is not practicable or desirable that the Project be rebuilt, repaired or restored; or (2) all or substantially all of the Project shall have been condemned or such use or control thereof shall have been taken under eminent domain proceedings as to render the Project unsatisfactory to the Proprietor for continued operation; or (3) the Proprietor reasonably deter- mines that burdens or liabilities shall have been imposed upon the Proprietor with respect to the Project or the operation thereof, for the purposes expressed in the Loan Agreement, which shall be outside the control of the Proprietor and which shall render such operation uneconomic or unprofitable; or (4) the Proprietor reasonably deter- mines that technological or other changes shall have occurred which shall render the operation of the Project, for the purposes expressed in the Loan Agreement, uneconomic or unprofitable; (b) the outstand- ing principal balance of this Bond shall be redeemed by the Issuer in part, from money transferred from the Project Fund to the Redemption Account of the Bond Fund as provided in the Loan Agreement, to the extent that proceeds of the Bond exceed the cost of the Project, at a price of the outstanding principal balance thereof together with accrued interest to the date fixed for redemption. At the option of the Bank and as a result of the occurrence of a Determination of Taxability (as defined in the Loan Agreement), this Bond shall either be redeemed by the Issuer on any date at the outstanding principal balance thereof together with accrued interest to the date fixed for redemption plus any applicable premium as is fixed by the Loan Agreement, upon the prepayment by the Proprietor of the Loan to the extent of the outstanding principal of and interest on this Bond; or, to the extent permitted by law, shall thereafter bear an interest rate per annum equal to 2% above the prime rate of the Bank, as described above. The outstanding principal balance of this Bond is subject to redemption by the Issuer, at any time, as a whole or in part (in multiples of $50,000) upon the optional prepayment upon the Loan by the Proprietor (in each case in an amount equal to the portion of the outstanding principal balance of the Bond to be redeemed), at the price of par plus accrued interest to the redemption date, without premium. -3- 40 SPECIMEN Any such redemption, either in whole or in part, shall be made upon at least 10 days' prior notice in the manner and upon the terms and conditions provided in the Loan Agreement. If this Bond or any portion hereof shall have been duly called for redemption and payment of the redemption price, together with unpaid interest accrued to the date fixed for redemption, shall have been mads or provided for, all as more fully set forth in the Loan Agreement, interest on this Bond or such portion shall cease to accrue from such date, and from and after such date this Bond or such portion shall no longer be entitled to any lien, benefit or security under the Loan Agreement, and the registered owner hereof and thereof shall have no rights except to receive payment of such redemption price and unpaid interest accrued to the date fixed for redemption. No covenant or agreement contained in this Bond or the Loan Agreement shall be deemed to be a covenant or agreement of any official, agent or employee of the Issuer in his individual capacity, and neither the members of the Board of County Commissioners of the Issuer nor any official executing this Bond shall be liable personally on this Bond or be subject to any per- sonal liability or accountability by reason of the issuance of this Bond. It is hereby certified and recited that all acts, conditions and things required by law and the Loan Agreement to exist, to have happened and to have been performed precedent to and in the issuance of this Bond, exist, have happened and have been performed. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed in its name and on its behalf by the manual or fac- simile signature of its Chairman of the Board of County Commissioners and its seal or a facsimile thereof to be impressed, imprinted or otherwise reproduced hereon and attested by the manual or facsimile signature of its Clerk of the Board of County Commissioners, as of the 29th day of December, 1982. INDIAN RIVER COUNTY, FLORIDA (SEAL) ren ATTEST: s` ;.Iiw 18oard of County ssioners yL VAC Clerk, Board of C66u�n7y Commissioners -4- 40 SPECIAIE-1 N VALIDATION STATEMENT This Bond represents an issue of Bonds which were vali- dated by judgment of. the Circuit Court for Indian River County, Florida, rendered on December 2, 1982. Ch i�+rtan;��ard� o ,Coun�y,,. Co PROVISION FOR ASSIGNMENT For value received, the undersigned sells, assigns and transfers to r this Bond of Indian River County, Florida, and does hereby irre- vocably constitute and appoint the Clerk of the Board of County Commissioners of Indian River County, Florida, as its agent to transfer this Bond on the books provided therefor, with full power of substitution in the premises. Dated: _ (SEAL) 4T BANK OF SOUTH FLORIDA, ATTEST: By -5- s P E, C PARTIAL PRINCIPAL PREPAYMENTS Remaining Principal Principal Balance Date Signature of Prepaid Due Paid Clerk pq Y - _ II -6-