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HomeMy WebLinkAbout1982-141RESOLUTION NO. 82-141 RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $2,750,000 WATER AND SEWER REVENUE BONDS, SERIES 1982, ANTICIPATION NOTES OF INDIAN RIVER COUNTY, FLORIDA; PROVIDING FOR THE PAYMENT THEREOF AND ENTERING INTO CERTAIN COVENANTS AND AGREEMENTS WITH TETE HOLDERS THEREOF; AWARDING THE NOTES TO THE PURCHASER AT PRIVATE SALE; AND PROVIDING AN EFFECTIVE. DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA (the "Issuer"), as follows; SECTION 1. AUTHORITY FOR RESOLUTION. This resolution is adopted pursuant to §215.431, Fla. Stat. (1981), and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, deter- mined and declared that: A. Pursuant to an agreement with the United States of America, acting through the Farmers Home Administration, U.S. Department of Agriculture (the "Government"), on July 7, 1982, the Board of County Commissioners (the "Board") of the Issuer adopted Resolution No. 82-62 (the "Enabling Instrument"), authorizing the issuance of not exceeding $2,750,700 aggregate principal amount of Water and Sewer Revenue Bonds, Series 1982, of the Issuer (the "Bonds"), for the purpose of acquiring and constructing additions, extensions and improvements to the com- bined water and sewer system of the Issuer (the "Project" or the "System"). By such agreement the Government has contracted with the Issuer to purchase the Bonds upon substantial completion of the Project and compliance with certain other guidelines. B. The Bonds and the coupons appertaining thereto will be payable from and secured by a prior lien upon and pledge of - the gross revenues to be derived from the operation of the System (the "Pledged Funds"), in the manner described in the Enabling Instrument. Reference is made to the Enabling Instrument for a more complete description of the covenants, lien and pledge securing payment of the Bonds and the coupons appertaining thereto. C. The Project is comprised of 3 separate construction phases, the financing of which has been combined for economies of scale and bond marketing advantages. -1- C D. The Issuer has commenced the Project and expects to receive a final commitment letter from the Government with respect to all phases of the Project and the purchasing of the Bonds, on or before July 1, 1984. E. 'The Issuer has already incurred and anticipates incurring additional engineering costs when the planning phase of all aspects of the Project is completed in March 1984. It is necessary and urgent that funds be made immediately available at this time in order to (a) provide approximately $881,500 to reim- burse the County for the acquisition of cwo private water utili- ties and the making of certain improvements to the System; and (b) comply with the provisions of §129.07, Fla. Stat. (1981), relative to the future costs to be incurred as a result of the existing engineering contracts and the letting of the construc- tion contracts for the final phase of the Project in March 1984. The Issuer must, therefore, anticipate the receipt by it of the proceeds to be derived from the sale of the Bonds. It is in the best interest of the Issuer and its inhabitants that interest bearing notes of the Issuer (the "Notes") be issued pursuant to this resolution in anticipation of the receipt by the Issuer of the proceeds from the sale of the Bonds. The principal of and interest on the Notes will be payable from and secured by a prior lien upon and a pledge of the proceeds to be derived from the sale of the Bonds or the sale of bond anticipation notes issued to extend and renew the indebtedness evidenced by the Notes and, if necessary, from and secured by a lien upon and a pledge of the Pledged Funds, junior, subordinate and inferior to the lien thereon of the holders of the outstanding water and Sewer Revenue Bonds, Series 1979, dated August 30, 1979, Water and Sewer Revenue Bonds, Second Series 1979, dated May 21, 1981, and Water Revenue Bond, Series 1980 (South County Water System), dated September 30, 1982, of the County (collectively, the "Prior Lien Obligations"). F. The Issuer is not, under this resolution, 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 Notes or the Bonds. The Notes shall not constitute a lien upon the Project or any other real property of. the Issuer or situated within its corporate territorial limits. G. The Board has received from Arch W. Roberts & Co. and The Leedy Corporation a proposal for the purchase of the Notes. It is in the best interest of the Issuer and its inhabi- tants that such proposal be accepted by the Issuer. Such propo- sal specifies a net interest cost rate for the Notes which is less than 11.66%, the applicable statutory interest rate limitation. -2- 40 •® SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In con- sideration of the acceptance of the Notes by those who shall hold the same from time to time, this resolution shall be deemed to be and shall constitute a contract between the Issuer and such holders. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protec- tion and security of the legal holders of the Notes and the coupons attached thereto, all of which shall be of equal rank and without preference, priority or distinction of any of the Notes or coupons over any other thereof, ex-ept as expressly provided therein and herein. SECTION 4. AUTHORIZATION, DESCRIPTION AND FORM OF NOTES AND COUPONS. There are hereby authorized to be issued "Water and Sewer Revenue Bonds, Series 1982, Anticipation Notes" of the Issuer in an aggregate principal amount of not exceeding $2,750,000. -3- The Notes shall be issued as coupon Notes, shall be dated December 1, 1982, shall mature on May 1, 1985, and may be in such denomination or denominations as shall be acceptable to the purchaser thereof. The Notes shall be payable at the prin- cipal office of First National Bank of Florida Tampa Florida, and shall bear interest from their date at the rate of� % per annum, payable on May 1, 1983, and semiannually thereafter on November 1 and May 1 of each year until maturity, upon surrender of the appurtenant interest coupons as they severally mature. The Notes shall be payable to bearer in lawful money of the United States of America. If the Issuer has not received by July 1, 1984, a final corur,itment letter from the Government with respect to the Project acknowledging the intention of the Government to purchase the Bonds, the Issuer shall redeem the Notes on September 1, 1984, at a price of par and accrued interest to the date of redemption, from funds on deposit in the Construction Fund (including the Notes Payment Account therein), created and established by the Enabling Instrument, and from other legally available funds of the Issuer as provided herein. Notice of such redemption shall - be published by the Trustee at least 10 days prior to the redemp- tion date in a financial journal published in the Borough of Manhattan, City and State of New York. Interest shall cease to accrue on the Notes duly called for prior redemption, on the redemption date, if payment thereof has been duly provided. Pending preparation of definitive Notes, the Issuer may issue temporary Notes, in coupon form or fully registered form, in a manner not inconsistent with the provisions of this resolution. -3- 6� The Notes and the coupons appertaining thereto shall be in substantially the following form, with only such omissions, insertions and variations as may be necessary and desirable and approved by the Chairman of the Board prior to the issuance thereof (which approval may be presumed by his execution of the Notes and the delivery of the Notes to the purchaser thereof): No. $ UNITED STATES OF AAERICA STATE OF FLORIDA INDIAN RIVER COUNTY WATER AND SEWER REVENUE BONDS, SERIES 1982 ANTICIPATION NOTE FOR VALUE RECEIVED, Indian River County, Florida (the "Issuer"), hereby promises to pay to the bearer hereof, at the principal office of , Florida, on May 1, 1985, solely from the special funds hereinafter mentioned, in lawful money of the United States of America, the principal sum of Dollars ($ ) and interest on such principal sum from the date hereof until maturity, at the rate of per centum ( %) per annum, such interest being payable on May 1, 1983, and semiannually thereafter on November 1 and May 1 of each year upon the presentation and surrender of the annexed coupons as they severally fall due. This Note is one of an authorized issue of Notes in the aggregate principal amount of $2,750,000, issued pursuant to the Constitution and laws of the State of Florida, particularly §215.431, Fla. Stat. (1981), and a resolution duly adopted by the Issuer on December , 1982 (the "Resolution"), in anticipa- tion of the receipt by the Issuer of the proceeds from the sale of not exceeding $2,750,700 Water and Sewer Revenue Bonds, Series 1982, of the Issuer (the "Bonds"). This Note and the interest due thereon are payable from and secured by a prior lien upon and a pledge of the proceeds to be derived from the sale of the Bonds or the sale of bond anticipation notes issued to extend and renew the indebtedness evidenced hereby and, if necessary, from and secured by a lien upon and a pledge of the gross revenues to be derived by the Issuer from the operation of the combined water and sewer system of the Issuer, junior, subordinate and inferior to the lien thereon of the holders of the outstanding Water and Sewer Revenue Bonds, Series 1979, dated August 30, 1979, Water and Sewer Revenue Bonds, Second Series 1979, dated May 21, 1981, and Water Revenue Bond, Series 1980 (South County Water System), -4- 40 of dated September 30, 1982, in the manner provided in the Resolution. The issue of Notes of which this Note is one is additionally secured by an Escrow Deposit Agreement duly executed and delivered by the Issuer to , Florida, as trustee the "Trustee"), reference to which is hereby made for a description of the nature and extent of such additional security, the rights, duties and obligations of the Issuer and the Trustee, and the rights of the holders of the Notes thereunder. This Note and the issue of Notes of which this Note is one, shall be redeemed on September 1, 1984, at a price of par and accrued interest to the date of redemption, if a final com- mitment letter with respect to the Project and the purchase of the Bonds is not received by the Issuer from the United States Department of Agriculture, Farmers Home Administration, on or prior to July 1, 1984, all as more particularly set forth in the Resolution and the Escrow Deposit Agreement. Notice of redemp- tion shall be given in the manner provided in the Resolution. This Note shall not constitute a general obligation of the Issuer, and the holder thereof shall never have the right to require or compel the exercise of the power of the Issuer to levy ad valorem taxes for the payment of the principal of and interest on this Note. It is hereby certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in connection with the issuance of this Note, exist, have happened and have been performed in regu- lar 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 Note and of the issue of Notes of which this Note is one does not violate any constitutional or statutory limitations or provisions. This Note is and shall have all of the qualities and incidents of a negotiable instrument under the laws of the State of Florida. IN WITNESS WHEREOF, Indian River County, Florida, has issued this Note and has caused the same to be signed by the Chairman of its Board of County Commissioners and its corporate seal to be impressed hereon and attested and countersigned by the Clerk of its Board of County Commissioners, all as of the first day of December, 1982. -5- (SEAL) ATTESTED AND COUNTERSIGNED: INDIAN RIVER COUNTY, FLORIDA By Chairman, Board of County Commissioners Clerk, Board of County Commissioners FORM OF COUPON No. S On the first dax of 19 unless the Note to which this coupon is attached has been duly called for prior redemption and provision duly made for the payment thereof, Indian River County, Florida, will pay to the bearer at the prin- cipal office of , Florida, from the special funds described in the Note to which this coupon is attached, the amount shown hereon in lawful money of the United States of America, upon presentation and surrender of this coupon, being interest then due on its Water and Sewer Revenue Bonds, Series 1982, Anticipation Note, dated December 1, i 1982, No. -6- U of INDIAN RIVER COUNTY, FLORIDA By Chairman, Board of County Commissioners ATTESTED AND COUNTERSIGNED: Clerk, Board of County Commissioners SECTION 6. EXECUTION OF NOTES. The Notes shall be exe- cuted in the name of the Issuer by the Chairman of the Board and countersigned and attested by the Clerk of the Board, and the corporate seal of the Board or a facsimile thereof shall be impressed or imprinted thereon. The facsimile signature of the Chairman or the Clerk, may be imprinted or reproduced on the Notes, provided that at least one signature required to be placed thereon shall be manually subscribed. In case any one or more of the officers who shall have signed or sealed the Notes shall cease to be such officer of the Board before the Notes so signed and sealed shall have been actually sold and delivered, the Notes may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed the Notes had not ceased to hold such office. The Notes may be signed and sealed on behalf of the Board by such person who at the actual time of the execution of the Notes shall hold the proper office, although on the date of the Notes, such person may not have held such office or may not have been so authorized. The coupons attached to the Notes shall be authenticated with the manual or facsimile signatures of any present or future Chairman and Clerk of the Board. The Issuer may adopt and use for such purposes the facsimile signatures of any persons who shall have held such offices at any time after the date of the Notes, notwithstanding that they may have ceased to be such offi- cers at the time such Notes shall be actually delivered. SECTION 7. NOTES MUTILATED, DESTROYED, STOLEN OR LOST. In case any Note shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its discretion issue and deliver a new Note with all unmatured coupons attached, if any, of like tenor -7- as the Note and attached coupons, if any, so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note, upon surrender and cancellation of such mutilated Note and attached coupons, if any, or in lieu of and substitution for the Note and attached coupons, if any, destroyed, stolen or lost, and upon the holder furnishing the Board proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Board may prescribe and paying such expenses as the Issuer may incur. The Note and the coupons so surrendered shall b: cancelled by the Clerk of the Board. If the Note or coupons shall have matured or be about to mature, instead of issuing a substitute vote or coupon, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Note or coupon be lost, stolen or destroyed, without surrender thereof. Any such duplicate Notes 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 Notes be at any time found by anyone, and such dupli- cate Notes shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the same extent as the Notes originally issued hereunder. SECTION 8. NEGOTIABILITY AND REGISTRATION. The Notes and the coupons appertaining thereto shall be and shall have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida, and each successive holder, in accepting the Notes or coupons shall he conclusively deemed to have agreed that such Notes and coupons shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida. The Notes are not registrable as to either principal or interest. SECTION 9. NOTES NOT GENERAL INDEBTEDNESS. The Notes shall not be or constitute a general obligation of the Issuer within the meaning of any constitutional, statutory or other limitation of indebtedness, but shall be payable from the pro- ceeds derived from the sale of the Bonds or the sale of bond anticipation notes issued to extend and renew the indebtedness evidenced by the Notes and, if necessary, from the Pledged Funds as provided herein. No holder or holders of the Notes shall ever have the right to compel the exercise of any ad valorem taxing power of the Issuer. or taxation in any form of any real property therein to pay the Notes or the interest due thereon. -8- •® SECTION 10. SECURITY OF NOTES. The payment of the prin- cipal of and interest on the Notes shall be secured forthwith, equally and ratably, by a prior lien upon and pledge of the pro- ceeds to be derived from the sale of the Bonds or the sale of bond anticipation notes issued to extend and renew the indebted- ness evidenced by the Notes and, if necessary, by a lien upon and pledge of the Pledged Funds, junior, subordinate and inferior to the lien thereon of the holders of the Prior Lien Obligations. The Issuer does hereby irrevocably pledge such funds to the payment into the Sinking Fund, Reservc Account and Notes Payment Account, created pursuant to the Enabling Instrument, at the times provided, of the sums required to secure to the holders of the Notes the payment of the principal thereof and the interest thereon when due. In addition, the holders of the Notes shall be secured by the execution and delivery of the Agreement, hereinafter defined, as provided below. SECTION 11. APPLICATION OF PROCEEDS. The Notes shall be executed and delivered by the Issuer to the purchaser thereof upon payment by such purchaser to the Trustee, hereinafter men- tioned, of the purchase price therefor and accrued interest thereon, for disposition by the Trustee only in the manner pro- vided in the Escrow Deposit Agreement (the "Agreement") attached hereto as Exhibit A. SECTION 12. COVENANTS OF THE ISSUER. For so long as the principal of and interest on the Notes shall be outstanding and unpaid or until there shall have been irrevocably set apart a sum sufficient to pay, when due, the entire principal of the Notes remaining unpaid, together with interest accrued and to accrue thereon, the Issuer covenants with each of the holders of the Notes as follows: A. EXECUTION AND DELIVERY OF AGREEMENT. The Issuer hereby covenants and agrees that prior to the issuatfce of the Notes, it will execute and deliver in favor of First National Bank of Florida, Tampa , Florida, as trustee the "Trustee"), the Agreement in substantially the form attached hereto as Exhibit A, with only such omissions, insertions and variations as may be necessary and/or desirable and approved by the Chairman of the Board prior to the delivery thereof (which necessity and/or desirability and approval shall be presumed by such officer's execution of the Agreement and the Issuer's deli- very thereof). The holders of the Notes shall have a lien upon the proceeds from the sale of the Notes until the same shall have been applied in the manner provided in the Agreement, as such lien is described in the Agreement. -9- B. APPLICATION OF BOND PROCEEDS. All proceeds to be derived from the sale of the Bonds shall be paid over to the Trustee and deposited by the Trustee to the credit of the Notes Payment Account, created and established by the Enabling Instrument, and applied by the Trustee only in the manner pro- vided in the Agreement. C. APPLICATION OF PRIOR COVENANTS. The co,renants and pledges contained in the Enabling Instrument for the benefit of the holders of the Bonds, to the extent that the same are not inconsistent with the provisions of this resolution and the Agreement, shall be deemed to be for the benefit, protection and security for the payment of the Notes and for the holders thereof in like manner as applicable to the Bonds for the benefit of the holders thereof. The Sinking Fund and Reserve Account, created and established pursuant to the Enabling Instrument, to the extent necessary, shall be maintained for the benefit of the Notes and the holders thereof. D. LOAN TO COVER SHORTFALL. In the event that there shall be insufficient funds available under the Agreement for the payment of all of the Notes and the interest thereon when the same shall become due upon maturity or prior redemption, whichever is applicable, the Issuer will make every reasonable and lawful effort to obtain a loan payable from funds of the Issuer derived from sources other than ad valorem taxation and legally available for such purpose (the "Non Ad Valorem Funds"), in order to provide for the payment in full of the Notes and the interest due thereon upon maturity or prior redemption, whichever is applicable. Nothing herein or in any loan agreement or pro- missory note obtained for such purpose shall be construed or be drafted in a manner to create a lien upon or pledge of any of such Non Ad Valorem Funds or prevent the Issuer from hereafter pledging any portion of such Non Ad Valorem Funds. , E. SALE OF BONDS. The Issuer shall in good faith endeavor to make timely sale and delivery of the Bonds in order to have funds available to pay the Notes and the interest thereon as the same become due, whether by maturity or prior redemption. F. ARBITRAGE. The Issuer covenants that it will not make or cause the Trustee to make any investments or acquiesce in the making of any investments of the proceeds of the Notes or the Pledged Funds which, if reasonably expected on the date of issuance of the Notes, would cause the Notes to be "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and the applicable regulations issued thereunder. -10- r 40 00 G. DEFEASANCE. If, at any time, the Issuer shall have paid, or shall have made provision for payment of, the principal and interest with respect to the Notes, then, and in that event, the pledge of and lien on the proceeds of the sale of the Bonds or any bond anticipation notes issued to extend or renew the indebtedness evidenced by the Notes, and the Pledged Funds, in favor of the holders of the Notes shall be no longer in effect. For purposes of the preceding sentence, deposit of sufficient cash and/or principal and interest on direct obligations r` the United States of America or obligations the principal of and interest on which are fully guaranteed by the United States of America, none of which permit redemption prior to maturity at the option of the obligor (the "Federal Securities"), or bank cer- tificates of deposit full secured as to principal and interest by Federal Securities (or deposit of any other securities or invest- ments which may be authorized by law from time to time and suf- ficient under such law to effect such a defeasance) in irrevocable trust with a banking institution or trust company, for the sole benefit of the Noteholders, to make timely payment of the principal of and interest on the outstanding Notes, shall be considered "provision for payment." H. REMEDIES. Any holder or holders of the Notes may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights, including the right to the appoint- ment of a receiver, existing under the laws of the State of Florida or granted and contained in this resolution, and may enforce and compel the performance of all duties required by this resolution or by any applicable state or federal statute to be performed by the Issuer or by any officer thereof. SECTION 13. SUPPLEMENTAL INSTRUMENTS. The Issuer shall, as necessary, from time to time and at any time, adopt such reso- lutions and/or ordinances as shall not be inconsistent with the terms and conditions of this resolution: A. To cure any ambiguity, defect, or omission herein; and/or B. To secure, extend or renew to the holders of the Notes the pledges made herein for the payment of the Notes and the interest to accrue thereon. SECTION 14. SALE OF NOTES. The Notes are hereby sold and awarded to Arch W. Roberts 6 Co. and The Leedy Corporation, at the price of $2.701,875.00 and accrued interest, and pursuant to the terms and provisions of the Notes Purchase Agreement bet- ween such purchasers and the Issuer dated December 23, 1982. -11- 40 ®® SECTION 15. MODIFICATION AND AMENDMENT. No material modification or amendment of this resolution or of any resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the holders of the Notes. SECTION 16. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this resolution 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 provisions, and in no way affect the validity of all the other provisions of this resolution or of the Notes. SECTION 17. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. The foregoing resolution was offered by Commissioner Wodtke who moved its adoption. The motion was seconded by Commissioner Bird and, upon being put to a vote, the vote was as follows: Chairman Don C. Scurlock, Jr. - Aye Vice -Chairman A. Grover Fletcher - Absent Commissioner Patrick B. Lyons - Absent Commissioner William C. Wodtke, Jr. - Aye Commissioner Dick Bird - Aye The Chairman thereupon declared the resolution duly passed and adopted this 23rd day of December, 1982. BOARD OF COUNTY,COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA Accest: FR EDA`WRIGHT, Cletk APPROVE i, AS TO FORK AND L,F.G1��/SUFjr2C�rF.t�7` BY 5�•(,/ �� NY 1. BRANDENBURG �C/` oun y Attorney By 1,` DON C. SCUR[,OC�K, JR.-- - Chairman -12- 0 EXHIBIT A ESCROW DEPOSIT AGREEMENT In consideration of the facts hereinafter recited and of the mutual covenants and agreements herein contained, INDIAN RIVER COUNTY, a political subdivision c•eated and existing under the laws of the State of Florida (the "Issuer"), and , FLORIDA, as trustee (theT� rustee ), do hereby agree as follows: ARTICLE I GENERAL 1.01 Definitions. When used in this Agreement, the following terms shall have the following meanings, unless the text clearly otherwise requires: "Agreement" shall mean this Escrow Deposit Agreement. "Bonds" shall mean the Water and Sewer Revenue Bonds, Series 1982, of the Issuer authorized to be issued in an aggre- gate principal amount not exceeding $2,750,700 pursuant to the Enabling Instrument (hereinafter defined). "Clerk" shall mean the Clerk of the Board of County Commissioners of the Issuer. "Chairman" shall mean the Chairman of the Board of County Commissioners of the Issuer. "Construction Fund" shall mean the fund created pursuant to the Enabling Instrument and held by the Trustee as depository. "Consulting Engineers" shall mean Sverdrup & Parcel and Associates, Inc., the Issuer's Consulting Engineers for the Project (hereinafter defined). "Consulting Engineers' Representative" shall mean the person from time to time designated as such by written notice to the Trustee signed by the president or any vice president of the Consulting Engineers. "Cost," when used in connection with the Project, shall mean all expenses necessary, appurtenant or incidental to the -1- F_ 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 con- struction, engineering and legal expenses, fiscal expenses, expenses for estimates of costs and of revenues, expenses for plans, specifications and surveys, interest during construction of the Project, reimbursement to the Issuer for interim financing of any portion of the cost of the Project, and administrative expenses related solely to the acquisition and construction of. the Project. 1 "Enabling Instrument" shall mean the Issuer's Resolution No. 82-62 adopted on July 7, 1982, authorizing the issuance by the Issuer of the Bonds. "Federal Securities" shall mean direct obligations of the United States of America and obligations the principal of and interest on which are fully guaranteed by the United States of America, none of which permit redemption prior to maturity at the option of the obligor; and, to the extent authorized or permitted by law, mutual funds which invest exclusively in such obligations. "Government" shall mean the United States of America acting through the Farmers Home Administration, U.S. Department of Agriculture. "Gross Revenues" shall mean all money receiver] from rates, fees, rentals or other charges or income received by the Issuer or accruing to it in the management and operation of the System (hereinafter defined), including Impact Fees, all calcu- lated in accordance with accepted accounting methods employed in the operation of public water systems similar to the System. "Impact Fees" shall mean the fees or charges lawfully imposed by the Issuer upon new customers of the System to finance all or a portion of the cost of additions, extensions and impro- vements to the System made necessary by the inclusion of such new customers. "Issuer" shall mean Indian River County, Florida. "Issuer's Representative" shall mean the person from time to time designated as such by written notice to the Trustee signed on behalf of the Issuer by the Chairman. "Notes" shall mean the Water and Sewer Revenue Bonds, Series 1982, Anticipation Notes of the Issuer authorized to be -2- s1. \ 140 issued in an aggregate principal amount not exceeding $2,75,000, pursuant to the Notes Resolution (hereinafter defined). "Notes Payment Account" shall mean the Notes Payment Account in the Construction Fund, created pursuant to the provi- sions of the Enabling Instrument and held by the Trustee as depository. "NoteF Resolution" shall mean the Issuer's resolution adopted on Dec er , 1982, authorizing issuance of the Notes 1 and the executlun of this Agreement. A copy of the Notes Resolution is attached hereto as Exhibit A and hereby incor- porated herein. "Pledged Funds" shall mean the Gross Revenues. "Prior Lien Obligations" shall mean the outstanding Water and Sewer Revenue Bonds, Series 1979, dated August 30, 1979, Water and Sewer Revenue Bonds, Second Series 1979, dated May 21, 1981, and Water Revenue Bond, Series 1980 (South County Water System), dated September 30, 1982, of the Issuer. "Project" shall mean the additions, extensions and improvements to the System of the Issuer to be acquired and constructed in accordance with certain plans and specifications now on file with the Clerk. "Purchase Agreement" shall mean the agreement between the Purchaser and the Issuer, dated December 23, 1982, regarding the sale of the Notes. "Purchaser" shall mean Arch W. Roberts & Co. and The Leedy Corporation, as underwriters of the Notes. "System" shall mean the combined water and sewer facili- ties of the Issuer, together with any and all improvements, exten- sions and additions thereto hereafter constructed or acquired. "Trustee" shall mean Florida, serving as trustee under the Agreement. 1.02 Recitals. (A) The Issuer adopted the Enabling Instrument authorizing the issuance of the Bonds for the purpose of paying the Cost of the Project. On November 16, 1982, a final judgment was entered in the Circuit Court, Nineteenth Judicial Circuit, in and for Indian River County, Florida, validating the Bonds, and the appeal period applicable to such judgment has expired without there having been filed any appeal or other proceeding questioning the propriety thereof. -3- • 0• (B) The Bonds and the coupons appertaining thereto will be payable solely from and secured by a prior lien upon and pledge of the Pledged Funds. Reference is made to the Enabling Instrument for a more complete description of the covenants, lien and pledge securing payment of the Bonds and the coupons apper- taining thereto. (C) The Issuer, finding it ,iecessary and urgent that funds be made immediately available, prior to the sale and issu- ance of the Bonds, in order to provide money for the acquisition j and construction of the Project, adopted the Notes Resolution and provided therein for the issuance of the Notes for the purpose of anticipating the issuance of the Bonds and making funds available for the acquisition and construction of the Project prior to the issuance of the Bonds. (D) The principal of and interest on the Notes will be payable from and secured by a prior lien upon and pledge of the proceeds to be derived from the sale of the Bonds or the sale of bond anticipation notes issued to extend and renew the indebted- ness evidenced by the Notes and, if necessary, from and secured by a lien upon and pledge of the Pledged Funds, junior, subor- dinate and inferior to the lien thereon of the holders of. the Prior Lien Obligations, in the manner provided in the Enabling Instrument. In addition, the principal of and interest on the Notes will be payable from and secured by a prior lien upon and pledge of the portion of the proceeds of the sale of the Notes and the proceeds of the sale of the Bonds deposited in the Notes Payment Account for such purpose pursuant to the provisions of this Agreement. In the event of a deficiency in funds used to pay the principal of and interest on the Notes at their redemp- tion or maturity, whichever is applicable, the Issuer has agreed to supply from other legally available funds, a sufficient amount to cure such deficiency, all in the manner described. in the Enabling Instrument and in this Agreement. (E) The Notes Resolution authorized the Issuer to enter into this Agreement for the purposes expressed therein and here -- in, and all. acts and things have been done and performed to make this Agreement valid and binding for the security of the holders of the Notes. (F) The Trustee has the powers and authority of a trust company under the laws of the State of Florida and, accordingly, the power to execute the trust hereby created. of ARTICLE II NOTES PROCEEDS; ADDITIONAL FUNDS 2.01 Application of Note Proceeds. With the exception of accrued interest on the Notes and capitalized interest thereon in the amount of $ , which shall be deposited into the Notes Payment Account, and, at the option of the Issuer, an anount equal to $881,500 which shall be paid to the Issuer as reimbursement for Project costs previously advanced by it, the proceeds of the sale of the Notes shall be applied by the Trustee to pay to those entitled to receive the same, or, at the option of the Issuer, to the Purchaser for payment to those entitled to receive the same, the expenses of the issuance of the Notes, and to the extent due and payable, expenses related to the issuance of the Bonds. The Trustee shall then deposit the entire balance of such proceeds in the Construction Fund for disposition in the manner hereinafter provided. The Issuer's share of any liquidated damages or other money paid by defaulting contractors or their sureties, and all proceeds of insurance compensating for damages to the Project during the period of construction, shall be deposited in the Construction Fund and applied by the Trustee as hereinafter provided for the application of other Construction Fund money. 2.02. Additional Funds. After compliance with the pro- visions of the resolutions authorizing the issuance of the Prior Lien Obligations, the Issuer shall deposit into the Notes Payment Account from the Pledged Funds, in advance of each interest payment date on the Notes, beginning November 1, 1984, an amount sufficient to pay interest on the Notes as it becomes due on such interest payment date. 2.03 Lien and Security. Money in the Construction Fund shall be secured by the Trustee in accordance ,with U.S. Treasury Department Circular 176 and in the manner prescribed by the laws of the State of Florida relating to the securing of public funds. The money in the Construction Fund, until applied in payment of any item of the Cost of the Project, shall be held in trust by the Trustee, subject to a prior lien and charge in favor of the holders of the Notes and for the further security of such holders. 2.04 Application of Construction Fund Monev. The Trustee shall make payments from the Construction Fund to pay the Cost of the Project as follows: (A) All disbursements from the Construction Fund shah be made only upon the conditions specified in paragraph (B) below -5- e i0 and upon receipt by the Trustee of requisitions (upo„ which the Trustee may rely and shall be protected in relying) signed by the Issuer's Representative and the Consulting Engineers' Represen- tative, stating with respect to each payment to be made: (1) the requisition number, (2) the name and address of the person to whom payment is due, (3) the amount to be paid, and (4) that each obligation, item of cost or expense mentioned therein has been properly incurred, is a proper charge against the Construction Fund and has not been the basis of any previous withdrawal, or (when the Issuer is described as the person to whom payment is due) that each obligation, item of cost or expense mentioned therein has been paid by the Issuer, is a proper charge against the Construction Fund, has not been theretofore reimbursed to the Issuer or otherwise been the basis of any previous withdrawal and that the Issuer is entitled to reimbursement thereof. (B) The Trustee will make disbursements from the Construction Fund only if the amount remaining on deposit in the Construction Fund, immediately after payment of the requested disbursement, which, together with investment income to be earned thereon prior to September 1, 1984, will be equal to at least $1,000,000 on September 1, 1984; provided, however, that this restriction will be inapplicable once the final commitment letter of the Government to purchase the Bonds has been filed with the Trustee, at which time the Trustee shall make disbursements of the balance of the money in the Construction Fund, upon appropriate requisitions, for the payment of any and all items of the Cost of the Project. (C) If the Trustee has not received on or prior to July 1, 1984, the final commitment letter, or a copy thereof, from the Government to the Issuer with respect to the Project and acknowledging the intention of the Government to purchase the Bonds, the Trustee will transfer all funds on deposit in the Construction Fund, including any additional Non Ad Valorem Funds, as defined in the Notes Resolution, furnished by the Issuer pur- suant to the Notes Resolution, to the Notes Payment Account for redemption of the outstanding Notes on September 1, 1984, at a price of par and accrued interest to the redemption date, and - publish notice of redemption in the mariner specified in the Notes Resolution. For 3 years from the date thereof, each requisition sub- mitted to the Trustee pursuant to this Agreement shall be retained by the Trustee, subject to inspection by the Issuer, its agents and representatives and the holders of any of the Notes or the Bonds and their respective agents and representatives. -6- i, e Any money which shall remain on deposit in the Con- struction Fund upon the completion of the Project shall be depo- sited by the Trustee to the credit of the Sinking Fund, created by the Enabling Instrument, for disposition in the manner pro- vided in the Enabling Instrument, and the Trustee shall have no further responsibility with respect thereto after making such deposit. 2.05 Investment of Construction Fund Monev. Money on deposit in the Construction Fund not needed immediately for payment of any item of the Cost of the Project shall be invested by the Trustee in Federal Securities or in certificates of deoo- sit or time deposits issued by any bank or trust company which is a member of the federal reserve system and has capital and surplus exceeding $5,000,000, including the Trustee, secured by Federal Securities (except for the first $100,000 aggregate prin- cipal amount of such certificates of deposit or time deposits held under this Agreement), maturing not later than the date or dates such funds shall be needed for the payment of the items of the Cost of the Project or for application otherwise as herein provided. The initial investment of such money shall be in accordance with the investment schedule contained in the Purchase Agreement. All interest and other income derived from invest- ments of Construction Fund money shall be deposited by the Trustee into the Construction Fund until completion of the Project. Thereafter, any investment income shall be deposited into the Notes Payment Account. -7- ARTICLE III BOND PROCEEDS; NOTES PAYMENT ACCOU 3.01 Bond Proceeds. The purchaser or purchasers of the Bonds shall pay directly to the Trustee the full purchase price of the Bonds. Into the Notes Payment AccoT-it the Trustee shall deposit from the proceeds of the sale of the Bonds, promptly upon receipt of such proceeds, a sum equal to the aggregate principal amount of the Notes then outstanding and any interest due or to become due thereon which shall not have been provided for out of the proceeds of the Notes or otherwise. 3.02 Lien and Security. Money in the Notes Payment Account shall be secured by the Trustee in accordance with U.S. Treasury Department Circular 176 and in the manner prescribed by the laws of the State of Florida relating to the securing of public funds. The money in the Notes Payment Account, until applied in payment of the principal of and interest on the Notes at maturity or prior redemption, whichever is applicable, shall be held in trust by the Trustee and, pending such application, shall be subject to a prior lien and charge in favor of the holders of the Notes and for the further security of such holders. 3.03 Application of Notes Payment Account Money. The money on deposit in the Notes Payment Account shall be applied by the Trustee to the payment of the principal of and interest on the Notes when the same shall become due and payable; except that any surplus money which shall remain on deposit in the Notes Payment Account on the maturity date or prior redemption date, whichever is applicable, of the Notes after payment or provision for payment of the principal of and interest on the Notes, derived from the investment of Notes Payment Account Money or otherwise, shall be promptly deposited by the Trustee to the Construction Fund. 3.04 Investment. of Notes Payment Account Money. - Money on deposit in the Notes Payment Account shall be invested by the Trustee in Federal Securities maturing not later than the maturity date of the Notes, in accordance with the investment sche- dule contained in the Purchase Agreement, and all interest and other income derived from investments of Notes Payment Account money shall be deposited by the Trustee into the Notes Payment Account. Provided, however, that any money in the Notes Payment Account which shall be derived from the proceeds of the sale of the Bonds -8- 40 •• to the Government shall not be invested at a rate of interest exceeding the rate borne by the Bonds, unless a rate of interest exceeding the rate borne by the Bonds is permitted during an applicable temporary period pursuant to U. S. Treasury regulations. -9- •• ARTICLE IV THE TRUSTEE 4.01 Acceptance of Trust. The Trustee accepts the trusts conferred upon it by this Agreement. 4.02 Responsibilities of Trustee. The Trustee and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the acceptance of the funds deposited therein, the purchase of the Federal Securities, the retention of the Federal Securities or the proceeds thereof or any payment, transfer or other application of money or securities by the Trustee in accor- dance with the provisions of this Agreement, or by reason of any non -negligent act, omission or error of the Trustee made in good faith in the conduct of its duties. The Trustee shall, however, be liable to the Issuer for its negligent or willful acts, omissions or errors which violate or fail to comply with the terms of this Agreement. The duties and obligations of the Trustee shall be determined by the express provisions of this Agreement. The Trustee may consult with counsel, who may or may not be counsel to the Issuer, and in reliance upon the opinion of such counsel shall have full and complete authorization and pro- tection in respect of any action taken, suffered or omitted by it in good faith and in accordance therewith. Whenever the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclu- sively established by a certificate signed by the Chairman or the Clerk. 4.03 Resignation or Removal of Trustee., The Trustee may resign and thereby become discharged from the duties and obligations hereby created, by notice in writing given to the Issuer and published once in a newspaper of general circulation in Indian River County, Florida, published in Vero Beach, Florida, and in a daily financial newspaper or journal of general cir- culation in the City of New York, New York, not less than 60 days before such resignation shall take effect. Such resignation shall take effect immediately upon the appointment of a successor Trustee hereunder, if such successor Trustee shall be appointed before the time limited by such notice and shall then accept the duties and obligations of the Trustee hereunder. The Trustee may be removed at any time by an instrument or concurrent instruments in writing, executed by the holders of -10- .J e• not less than 51% in aggregate principal amount of the Notes then outstanding, such instruments to be filed with the Issuer and notice thereof to be published once in a newspaper of general circulation in Indian River County, Florida, published in the City of Vero Beach, Florida, and in a daily financial newspaper or journal of general circulation in the City of New York, New York, not less than 60 days beforQ such removal is to take effect as stated in such instruments and notice. The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Agreement with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the Issuer or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding. 4.04 Successor Trustee. If at any time hereafter the Trustee shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any govern- mental official, agency, department or board, the position of trustee hereunder shall thereupon become vacant. If the position of trustee hereunder shall become vacant for any of the foregoing reasons or for any other reason, the Issuer shall appoint a trustee to fill such vacancy. The Issuer shall publish notice of any such appointment once in a newspaper of general circulation published in Indian River County, Florida, in the City of Vero Beach, Florida, and in a daily financial newspaper or journal of general circulation in the City of New York, New York. At any time after such vacancy shall have occurred, the holders of a majority in aggregate principal amount of the Notes then outstanding, by an instrument or concurrent instruments in writing filed with the Issuer, may appoint a successor Trustee which shall supersede any Trustee theretofore appointed by the Issuer. Photographic copies of each such instrument shall be delivered promptly by the Issuer to the predecessor Trustee and to the successor Trustee so appointed by the Noteholders. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this section, the holder of any Note then outstanding or any retiring Trustee may apply to any court of competent jurisdiction for appointment of a suc- cessor Trustee. 4.05 Investments. Except as pro%ided in this Section, the Trustee shall have no power or duty to invest any funds held under this Agreenent or to sell, transfer or otherwise dispose of -11- • •• or make substitutions of the Federal Securities held hereunder, or money held uninvested in compliance with the provisions of this Agreement. At the written request of the Issuer, signed by the Clerk, the Trustee shall sell, transfer, -)therwise dispose of or request the redemption of any of the Federal Securities or substitute other Federal Securities for such Federal Securities. The Issuer will not request that the Trustee exercise any of the powers described in the preceding sentence in any manner which, if such exercise had been reasonably expected on the date of issuance of any of the Notes, would have caused such Notes to be "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and all regulations thereunder in effect on the date of such request and applicable to obligations issued on the issue date of such Notes. 4.06 Unclaimed Money. Any money held by the Trustee by reason of the provisions of this Agreement, or by reason of the Trustee's serving as paying agent for the Notes or any other reason, for the payment or redemption of Notes and remaining unclaimed by the holders of any such Notes for 5 years after the date of maturity of such Notes shall, upon the written request of the Issuer signed by the Clerk or the written request of such officer, board or body as may then be entitled by law to receive the same, and if the Issuer or any successor to the obligations of the Issuer under this Agreement and the Notes shall not at the time, to the knowledge of the Trustee, be in default with respect to any of the terms and conditions contained in this Agreement or in such votes, be paid to the Issuer or to such officer, board or body, as the case may be, and such holders of such Notes shall thereafter look only to the Issuer or to such officer, board or body, as the case may be, for payment, and then only to the extent of the amounts so received without interest thereon. Prior to the expiration of such 5 -year period applicable to any such unclaimed money, the same shall be invested by the Trustee in Federal Securities maturing on or prior to 90 days after the purchase thereof, such Federal Securities to be designated to the Trustee by written instrument signed on behalf of the Issuer by the Clerk. All interest and other income derived from such investments of such unclaimed money shall, to the extent possible, be reinvested by the Trustee, and the same and any ear- nings thereon shall be paid by the Trustee to the Issuer whenever such unclaimed money shall be claimed by such holders entitled thereto, or at the conclusion of such 5 -year period. 4.07 Indemnity. The Issuer hereby assumes liability for, and hereby agrees (whether or not any of the transactions -12- • 00 contemplated hereby are consummated) to indemnify, protect, save and hold harmless the Trustee and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by or ac any time asserted against the Trustee (whether or not also indemnified against the same by the Issuer or any other person under any other agreement or instrument) and in any way relating to or arising out of the exe- cution and delivery of this Agreement, the acceptance of the funds and securities deposited therein, the purchase of the Federal Securities the retention of the Federal securities or the proceeds thereof and any payment, transfer or other applica- tion of funds or securities by the Trustree in accordance with the provisions of this Agreement; provided, however, that the Issuer shall not be required to indemnify the Trustee against its own negligence or misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Trustee as set forth in this section. The indemnities contained in this section shall survive the ter- mination of this Agreement. -1 1- db •f ARTICLE V MISCELLANEOUS 5.01 Term. This Agreement shall commence upon its exe- cution and delivery and shall terminate when the Notes applicable thereto have been paid and discharged in accordance with the pro- visions of this Agreement or until there shall have been irrevo- cably set apart a sum sufficient to pay, when due, the principal of and interest on the Notes, or adequate provision shall have otherwise been made for the payment of the same as described in Section 12G of the Notes Resolution. 5.02 Severability. In case any one or more of the pro- visions of this Agreement or of the Notes shall, for arty reason, by held to be illegal or invalid, such illegality or invalidity shall riot affect any other provisions of this Agreement or of the Notes, and this Agreement and the Notes shall be construed and enforced as if such illegal or invalid provisions had not been contained herein or therein. 5.03 Csunterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as originals and shall constitute and be but one and the same instrument. 5.04 Governing Law. This Agreement shall be construed under the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereto affixed and attested, all as of the day of December, 1982. INDIAN RIVER COUNTY, FLORIDA By Chairman -14- (SEAL) ATTE.,TED AND COUNTERSIGNED: Clerk (SEAL) ATTEST: Title: 9 8 Trustee By Title: _i5- CERTIFICATE OF RECORDING OFFICER The undersigned HEREBY CERTIFIES that: 1.' SHe is the duly appointed, qualified and acting C1 r-rlr of thf' (herein called the " Rnnrd '"), and eeper of the records thereof, including the minutes of its proceedings; 2. The annexed copy of extracts from the minutes of the Special meeting of the Board f held on the ?�rri day of -r , 19_82 is a true, correct, and compared copy --oz the whole of the original minutes of the meeting on file and of record insofar as the same relate to the resolution referred to in such extracts and to the other matters referred to therein; 3. The meeting was duly convened in conformity with all applicable requirements; a proper quorum was present 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. Sie is duly authorized to execute this Certificate; 5. The copy of the resolution annexed hereto entitled: RESOL TION N0. 82-141 RDSOLLiiON AME0?LIMC T: --IE ISSUrNM OF NOT EXCEEDLNG $2,750,000 LdAT%i: AND SBD% BC\DS, SE -R -11-,'S 1982, A\IiCIPATILON NOTTS OF INDIAN RIVER COUNT ,OPS' at1: PrOVIDiNG FOR UE PAY= TrC i<i;Gi tL\D \i' ::1NG \iG CE.KCALN COVENAY!'S AND AGREP "-. NTS WITH Tr_]- 'riGLL:;"RS Tn i; O[': A;%ITR, \S T NG "S TO T1-1 PLUMMER AT PRIVAib SALE: AND PROVIDLI\G AN EFFECTIVE LA�r,. is a true, correct, dnd cGxpare , copy of the original resolution referred to in the extracts ani 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 Bocrcd , which resolution is on file and of record. WITNESS my hand and the seal of the Clerk this 23rd day of December , 1932—. (SEAL) Freda Wright, Clerk . L EXTRACTS FROM THE MINUTES OF A Special MEETING OF THE Board of County Commissioners OF Indian River County, Florida HELD ON THE23rd DAY OF December , 19 .82 The Board of County Commissioners of Indian River County, Florida met in Special meeting at 1840 25th Street in the City of Vero Beach I Florida , at 11:00 o'clock A M. on the 23rd day of December 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. Dick Bird William C. Wadtke. Jr. and the following were absent: , Patrick B. Lyons A. Grover Fletcher , The Gzainrai declared a quorum present. D so= A resolution entitled: RESOLUTION NO. 82-141 RESOLUTION AUTHORIZING RE ISSUANCE OF NOT EXCEEDING $2,750,000 WATER AND SEWER REVENUE BONUS, SERIES 1982, ANTICIPATION NOTES OF INDIAN RIVER COUNTY, FLORIDA: PROVIDING FOR THE PA)!,1ENT THERE- OF AND ENTERING IIID CERTAIN ODVEMNTS AND AGREE.",:,= WITH THE HOLDERSTHEREOF: AWARDUZ THE NOTES TC THE PURCHASER AT PRIVATE SATE: AND PROVIDING AN EFFECTIVE DATE. -AN Kk was introduced by 23T. Attorney Cart Rr'mrianhim$ The resolution was then read in full and discussed and considered. Wodtke Mr. then moved the adoption of the resolution as introduced and read. Mr. Bird seconded the motion, and, on roll call, the following voted "Aye": Don C Scu: lock Jr -.Dick Bird; and William C Wnrlilce, jr and the following voted ":gay": None The Churl n thereupon declared the motion carried and the resolution adopted as introduced and read. There being no further business to come before the I meeting, upon motion duly made and seconded, the meeting was adjourned.