Loading...
HomeMy WebLinkAbout1983-125RESOLUTION NO, 83-125 A RESOLUTION MiARDING $2,400 ,00 0 INDUSTRIAL DEVELOPMENT REVENUE BONDS , SERIES 1983 (FLORIDA HEALTij FACILITIES PROJECT ), OF INDIAN RIVER COUNTY, FLORIDA, AT NEGOTIATED SALE TO THE PURCHASER;· AND PROVIDING AN EFFE.CTIVE DATE. WHEREAS, a resolution (h ereinafter called "Resolution") of the Board of County Commissioners (h ereinafter called "Governing Body '') of Indian River County, Florida (hereinafter called "Issuer "), duly adopted on October 19, 1983, authorized the iss uance of not exceeding $2,400,000 Industrial Development Revenue Bonds , Series 1983 (Florida .Health Facilities 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 and for Indian River County, Florida; and WHEREAS, Barnett Bank of Central Florida, N,A,, Orlando , Florida (hereinafter called "Pu rchaser"), has offered to purchase $2;400,000 aggregate principal amount of the Bonds at the price of par, 'pursuant to the remaining terms of the Bond Purchase Agreement attached hereto (hereinafter called "Bond Purchase Agr·eement ") ; and WHEREAS, the Resolution contains specific findi n gs as to the reasons requiring a negotiated sale of the Bonds; and WHEREAS, the Governing Body deems it necessary and desirable at this time to award the Bonds at negotiated sale to the Purchaser; now, therefore , BE IT RESOLVED BY THE BOAaD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. AWARD OF BONDS. Th e Bonds, in the aggregate principal amount of $2 ,400,000, are hereby awarded and sold to the Purchaser at the price of par and upon the remaining terms and conditions of the i3ond Purchase Agreement. 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 Agree ment in substantially the form at tached hereto. SECTION 2. EFFEC'rIVE DATE. This resolution ehall take effect immediately upon its adoption. The foregoing resolution was offered by Commissioner Lyons who moved its adoption. The motion was seconded by Commissioner Bowman and, upon being put to a vote, the vote was as follows: Chairman Richard N. Bird Vice Chairman Don C. Scurlock, Jr. Connnissioner Margaret C. Bowman Commissioner Patrick B. Lyons Connnissioner William C. Wodtke, Jr .. Absent Aye Aye Aye Absent The Chairman thereupon declared the resolution duly passed and adopted this 21st day of December, 1983. .. : . \i,:".::~ . <<.•,.o • ~ ~ A~~est::~.i ~ ,1.-a, /Q _\u,c-/~f FREDA WRIGHT, 9 1erk BOARD OF COUNTY COMMISSIONERS OF INDIA~ RIVER COUNTY, FLORIDA By RICHARD N. BIRD Chairman -2- RESOLUTION NO . A RESOLUTION AWARDING $2 ,400 ,0 0 0 INDUSTRIAL DE VELOPMENT RE VEN UE BONDS, SERIES 1983 (FLORIDA HEALTH FACILITIES PROJECT ), OF INDIAN RI VER COUNTY, FLORIDA , AT NEGOTIATED SALE TO THE PURCHASER ; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, a resolution (her e inafter called "Resolution") of the Board of County Commissioners (hereinafter called "Governing Body ") of Indian River County, Florida (hereinafter called "Issuer "), duly adopted on October 19, 1983, authorized the issuance of not exceeding $2,400,000 Industrial Development Revenue Bonds, Series 1983 (Florida Health Facilities P~oject ), 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 and for Indian River County, Florida; and WHEREAS , Barnett Bank of Central Florida, N.A., Orlando, Florida (hereinafter called "Purchaser"), has off ered to purchase $2,400 ,000 aggregate principal amount of the Bonds at the price of par, pursuant to th e remaini n g terms of the Bond Purchase Agreement attached her eto (hereinafter called "Bond Purchase Agreement"); and WHEREAS, the Resolution contains specific findings as to the reasons requiring a negotia ted sale of the Bonds; and WHEREAS, the Governing Body deems it nec essary and desirable at this time to a ward the Bonds at nego tiated sale to the Purchaser; now, th erefore , BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. AWARD OF BONDS. The Bonds, in the aggregate principal amount of $2,400,000, are hereby awarded and sold to the Purchaser at the price of par and upon the remaining terms and conditions of the Bond Purchase Agreement. The Governing Body hereby authorizes and directs its Chairman to exec ut e a nd its Clerk to attest under the of ficia l seal of the Issuer, the Bond Purchase Agreement in substantially the form attached her eto. -1- SECTION 2. EFFECTIVE DATE, This resolution shall take effect immediately upon its adoption. The foregoing resolution was offered by Commissioner Lyons who moved its adoption. The motion was seconded by Commissioner Bowman a~d, upon being put to a vote, the vote was as follows: Chairman Richard N. Bird Vice Chairman Don C. Scurlock, Jr. Connnissioner Margaret C. Bowman Connnissioner Patrick B. Lyons Connnissioner William C. Wodtke, Jr .. Absent Aye Aye Aye Absent The Chairman thereupon declared the resolution duly passed and adopted this 21st day of December, 1983. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA By ... U~LCZ RICHARD N. BIRD Chairman -2 - • [Indian River County IDRB FRW&K DRAF'l' 12/5 /83] BOND PURCHASE AGREEMENT a mong INDIAN RIVER COUNTY , FLORIDA FLORIDA HEALTH FACILITIES CORP. (OF INDIAN RIVER COUNTY ) and BARNETT BANK OF CENTRAL FLORIDA, N.A. Orlando, Florida Relating to: Indian Riv er County, Florida $2,400,000 Industrial De v elopme n t Revenue Bonds Series 1983 (Florida Health Facilities Project ) TABLE OF CONTE~TS PART I Section 1.1. Authorization of Bonds . . . . . Section 1.2. Sale a n d Purchase of o, nds; Closing Section 1. 3. Representations of County Section 1.4. Purchase for Investinent . . . . Se ction 1.5. Restrictions on Resale . . PART II Section 2.1. Representations and Warranties of Borrowe r ........ . Section 2.2. Payment of Expe nses PART III Section 3.1. Condition of Obligation Section 3.2. Additional Bonds .. , • Section 3.3. 1983 Bonds Restricted Section 3.4. Miscellaneous Signatures a nd Seals ••••• ( i ) . 1 2 2 4 5 5 6 7 8 8 8 9 • INDIAN RIVER COUNTY , FLORIDA BOND PURCHASE AGREEMENT $2,400,000 Industrial Development Revenue Bonds Series 1983 (Florida Health Facilities Project ) 'lb: Barnett Bank of Central Florida, N.A. 201 South Orange Avenue Orlando , Florida 32801 (the "P u rchaser ") Gentlemen: Dated December 29, 1983 The undersigned , Indian River County , Florida, a politi- cal subdivision of t h e State of Florida (the "County "), and Florida Healt~ Facilities Corp. (of Indian River County), a cor- poration organized a nd existing under the laws of the State of Florida (the "Borrower"), hereby severally agree with you (the "Pu rchaser "), and the Purchaser by its acceptance hereof agrees with the County and the Borrower, as fol lows: PART I 1,1. Authorization of Bonds. The County has aut~orized in compliance with the requir•:!ments of law, its industrial deve- lopment revenue hands in the aggregate principal amount of $2,400,000 to be designated "Indian River County, Florida, Industrial Development Revenue Bonds, Series 1983 (Florida Health Facilities Project )," the "1983 Bonds." The 1983 Bonds shall be in the form, shall be secured, shall mature and bear interest and be payable and shall be subject to redemption prior to maturity as provided in the resolutions duly adopted by t h e County 's governing body authorizing the issuance of the 1983 Bonds and awarding $2,400,000 aggregate principal amou nt of the 1983 Bonds to the Purchaser (coll ectively , the "Resolution "), and the Trust Indenture, dated as of the date of the 1983 Bonds (tne "Indenture "), by and between the County, as Issuer and Barnett Banks T .r.ust Company, !.LA., ,J-:1cksonville, Florida, as Trustee (the "Trustee "), the provisions of which Indenture are incorporated herein by reference. -1 - .. The payment of the principal of, redemptinn premium, if any, and interest on the 1983 Bonds will be guaranteed by Clark Development, Inc., Jack A. Clark, Christopher A. Clark and Martin B. Clark, as guarantors (coll ectively , the "Guarantor "), pursuant to a separate Guaranty Agreement dated as of the date of the 1983 Bonds (the "Gua ra nty"). The proceeds of the sale of the 1983 Bonds shall be applied to pay the costs of the acquisition, construction and equipment of a 120-bed nursing home facility , including any necessary utilities within the jurisdictional territorial limits of the County (th e "Project"). The proceeds of the sale of the 1983 Bonds will be loaned to the Borrower to pay the costs of acquiring , constructing and eq ui pping the Project pursuant to a Loan Agreement, Mortgage and Security Agreement dated as of the date of the 1983 Bonds, between the County and the Borrower (th e "Loan Agreement"). 1.2. Sale and Purchase of Bonds; Closing. The County hereby agrees to sell to the Purchaser, subject to the terms and conditions hereof and subject to validation of the 19 83 Bonds by the Circuit Court for Indian River County, Florida, and the Purchaser, in reliance upon the r e spective representations and warranties of the County and the Borrower contained herein, hereby agrees to purchase from .the County, on the Closing Date hereinafter specified, $2,400,000 aggregate principal amount of the 1983 Bonds at a price equal to 100% of the par value thereof. The date for the delivery of the 1983 Bonds hereunder (the "Closing Date") shall be December 29, 1983, or such other business day subsequent thereto, but not later than December 31, 1983, as the County shall designate; provided , at least 5 days ' prior notice of such Closing Date shall be given to the Purchaser. On the Closing Date, the County will deliver the 1983 Bonds to the Purchaser a gainst payment ther e for by federal funds payable to the Trustee for the account of the County, at the principal office of Trustee in Jacksonville, Florida. On the Closing Date, the Co11nty shall deliver to the Purchaser one or more 1983 nonds in the aggregate principal amount specified above, registered in the name of the Purchaser or its nominee. 1.3. Representations of County. In addition to the representations of the County set forth in Section 1,2 of the Loan Agreement, upon which the Purchaser shall be entitle d to rely, the County hereby represents to the Purchaser that: -2 - (a) The County is authorized to issue the 1983 Bonds pursuant to Chapter 159, Part II , Florida Statutes, and other applicable provisions of law (collectively , the "Let "). (b ) When delivered to and paid for by the Purchaser in accordance with the provisions of this Agreement, the 1983 Bonds will have been duly authorized, executed, authe n ticated and delivered; the 1983 Bonds will constitute valid and binding spe- cial obligations of the County payable solely and only from the revenues specified in the Resoluti0 1 and the Indenture and in conformity with, and e ntitled to the benefit and security of, t h e Resolution, the Indenture and the Loan Agreement; and this Agreement, the 1983 13onds, the Resolution, the Indenture, the Loan Agreement and all actions taken by the County in connection therewith shall be in conformity with the Act. (c ) The execution and delivery of this Agreement, the Resolution , the Indenture, the 1983 Bonds and the Loan Agreement, and compliance with the provisions her eof and thereof, will not conflict with or constitute a breach of or default under a ny agreement or other instrument to which the County is a party or any existing law, administrative regulations , court order or consent decree to which the County is subject. (d ) On the Closing Date, the Resolution s h all have been duly adopted and will be in full force and effect , and the Indenture and the Loan Agreement shall hav e been duly executed and delivered by the County and, assuming proper execution by the other parties thereto, will be in f ull force and effect. (e ) The County will cause the proceeds from the sale of the 1983 13onds to be deposited and applied for the purposes set forth in the Resolution, the Indenture and the Loan Agreement. (f ) There is no action , suit, proceeding or investiga- tion at law or in equity befor e or by any court, public board or body pending or threatened against or affecting the County wherein an unfavorable decision, ruling or finding would ad v er- sely affect the transactions cont e mplated by this Agreement or the validity of the 1983 Bonds, the Re solution, th e Indenture or the Loan Agreement. (g ) Except with respect to the acq ui sition a n d construction of the Project, no additional or further approval, consent or authorization of , or filing with, any governmental or public agency or authority not already obtained by the County is req ui red in connection with the issuance a n d sale of the 1983 Bonds or the ex ecution and performance of the obligations of the -3- "' .. County under this Agreement, the 1983 Bonds , the Resolution , the Indenture or the Loan Agreement. (h) The County has all requisite power a nd a uthority to enter into and perform this Agreement, to iss ue the 1983 Bonds , to apply the proceeds thereof as contemplated by the Resolution and the Indenture, to enter into and perform its obligations pur- suant to the Indenture and the Loan Agreement , to adopt the Resolution and comply with the provisions thereof, and to pledge the County 's payments fro m the Loan Ar:,.c eement for the benefit of the holder or h olders of the 1983 Bonds. 1.4. Purchase for Investment. Except for participation by other Institutional Investors, hereinafter defined, the Purchaser represents that it is, and on the Closing Date will be, purchasing the 1983 Bonds for its own account for investment and not with a view to, or for sale in connection with, the distribu- tion thereof, and without any present intention of distributing or reselling any 1983 Bonds, but subject, nevertheless, to any requirement of law that the disposition of its property be at all times within its control. Th e Purchaser und erstands that the 1983 Bonds have not been registered under the Securities Act of 1933, as a mended . The Purchaser acknowledges that in purchasing the 1983 Bonds, it is not relying on any representations of the County with respect to the financial quality of the 1983 Bonds. The Purchaser is r e lying solely on statements and representations of the Borrower and the Guarantor relating to its purchase of the 1983 Bonds. The Purchaser acknowledges that its business is that of a commercial bank. In connection with its business, the Purchaser holds an extensive portfolio of investments, including industrial development revenue bonds, and represents it has knowledge and experience in financia l and business matters and is capable of evaluating the merits and risks of purchasing the 1983 Bonds. The Purchaser represents that it has made its own inde- pendent evaluation of the creditworthiness of the Borrower and the Guarantor. The Borrower and the Guarantor have made available to the Purchaser during t h e course of the trans a ction, and prior to the purchase of the 1983 Bonds, the opportunity to ask questions and receive a nswers concerning the terms a nd con - ditions of the offering of the 1983 Bonds and to obtain any additional information relati v e to the financial data and busi - ness of the parties involved and the property to be mortgaged and otherwise used as security. -4- 1.5. Restriction s on Resale. Th e Purchaser co n sents a n d agrees that it will not sell or transfer the 1983 Bonds to or for the account of any person other than an Institutional Investor as h ereinafter defined. For purposes of this Agreement the term "Institutional Investor " shall mean any savings institu tion, co,runercial ba n k , tr u st company (wh ether acting for its own account or in a trust capacity ) or other financial institution . The Purch aser hereby agrees to give written n otice of any such sale or transfer to the Borrower not less than 3 days prior to such sale or transfer. Any Tnstitutional Investor purch asing t h e 1983 Bonds from the Purchaser and its assigns shall be bound by the provisions of Section 3.3. PART II 2.1. Representations and Warranties of Borrower. In addition to the representations and warranties of the Borrower set forth in Section 1,3 of the Loan Agreement , upon which the Purchaser shall be entitled to rely, the Borrower hereby repre- sents and warra n ts to t h e Purchaser a n d the County that: (a ) The Borrower has lawful power and authority to execute, deliver and perform its obligations under this Agreement and the Loan Agreement; and all action on the part of the Borrower required for the due execution, delivery and performance of t h is Agreement and the Loan Agreement has been duly and effectively taken by t h e Borrower. (b ) Upon execution and delivery, this Agreement and the Loan Agreement will constitute valid and binding obligations of the Borrower enforceable in accordance with their respective terms (except to the extent the enforcement may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws generally affecting the enforcement of creuitors' rights, and subject to the availability of equitable remedies, generally ), (c ) The Loan Agreement and this Agreement and the compliance with and performance by the Borrower of the terms thereof do not and will n o t conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any mortgage , deed of trust, lease or any other restriction or any agreement or instrument to which the Borrower is a party or by which it or any of its prope rty is bound, including without limitation, the Borrower's organizational documents, if any, or any order , rule or regulation applicable to the Borrower or any of its property or of any court or governmen- tal body, or result in the creation or imposition of any prohi- bited lien, charge or encumbrance of any nature whatsoever upon -5- • any of the property or assets of the Borrower under the terms of any instrument or agree ment. (d ) Th e Borrower 's execution, delivery and performance of the Loan A.9reement and this Agreement, do not requir•i:! any con- sent or approval which has not been obtained including, without limitation, the consent of any regulatory authority or governmen- tal body of the United States of America or any state therof or any political subdivis i on of t h e United States of America or a n y state thereof. 2.2. Payment o f Expenses. Whether or not the purchase herein contemplated s h all be consummated, the Borrower will pay all expenses, including, but not limited to,. fees and expenses of counsel to the Purchaser, incurred in connection with (a ) the preparation of this A.gree ment, the 1983 Bonds, the Resolution , t'1.e Indenture, the Loan Agreement and the Guaranty, and all amendments , waivers, consents or supplements thereto; (b ) the execution and delivery of such instruments; (c ) the recording and filing of any of such instruments and all supplements thereto and (d ) the delivery of all opinions r e quired hereunder; and stamp and other taxes, if any, incident to the transactions herein contemplated; and will indemnify and hold the holder or holders of e1e 1983 Bonds harmless against any liabilit ies with respect t:::> such taxes. -6 - • PART III 3.1. Condition of Obligation. The obligation of the Purchaser to purchase a n d pay for the 1983 Bonds on the Closing Date s h all be subject to the accuracy of the representations of the County and the Borrower contained herein, and to the satis- faction prior to or conc u rrently with such purchase and payment of the following f u rth er conditions: (a ) The Purchaser shall have received from Wendel & Chritton, Chartered , Lakeland , Florida, Counsel for the Borrower and t h e Guarantor, fa vo rable opinions dated as of t h e Closing Date, addressed to the Purchaser and the County, and in form a n d substance satisfactory to the Purchaser and the County, including opinions with respect to the matters set forth in Section 2.1 h ereof as to the Borrower. (b) The Purchaser shall have received a favorable opi- nion of Freeman , Richardson, Watson & Kelly, P.A., Bond Cou n sel, dated as of t h e Closing Date, addressed to t he Purchaser and in form and substance satisfactory to the Purchaser. (c ) The Purchaser shall have received the certificate of an authorized representative of the Borrower to the effect t h a t the res pective representations and wa rranties of the Borrower contained in Part II hereof shall be true on and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date. (d ) The narrower shall not be in default und er this Agreement or the Loan Agreement. (e ) The Borrower shall have delivered to the Trustee and to the Purchaser exec uted counterparts of the Guaranty substantially in the form thereof furnished to the Purchaser, with such changes , if any , as shall be approved by the Purchaser. (f ) The County shall have delivered to the Purchaser a certificate (which may be included in a consolidated closing certificate ) dated as of the Closing Date, signed by the Chairman of the governing body of the County, to the effect that the County 's representations contained in P art I hereof shall be true on a nd as of the Closing Date , with the same effect as though such representations h ad been on and as of the Closing Date. (g ) The County s h all not be in default under this Agreement, the Resolution , the Indenture or th e Loan Agreement. -7- .. . (h) The go v er ning body of the County s h all h ave adopted t h e Resolution a n d executed and delivered the I n de ntur e substan- tially in t h e for ms thereof f u r n ished the Purchaser , ··ri th such changes, if a n y , as shall be approved by the County, the Borrower and the Purchaser. (i ) The County and the Borrower shall have executed and delivered the Loan Agreement substantially in the form thereof f u rnished the P u rchaser , with such changes , if any, as shall be approved by the County, t h e Borrower arj the Purchaser. (j) All recordings and filings of , or with respect to, the Loan Agr eeme nt (i n cluding the Mortgage and the Security Interest, as defined in the Loa n Agreement ), and all necessary or appropriate financing statements relating thereto, shall have be en duly recorded or filed in all such places as may be required by law, or as may be deemed necessary or desirable by the Purchaser and the Trustee , in order to establish , preserve , pro- tect and perfect the interest and rights created or i ntended to be created thereby. (k ) Th e 1983 Bonds shall be validated by the Circuit Court for Indian River County, Florida. 3.2. Additional Bonds. The County reserves the right , at the request of the Borrower, to issue additio nal industrial development revenue bonds in accorda nc e with the provisions of the Indenture. 3.3. 1983 Bonds Restricted. 'I'he Purchaser acknowledges and agrees that the 1983 Bonds shall be issued only as fully registered bonds. 3.4. Miscellaneous. (a ) All covenants, agreements, representations and warranties mad e herein and in the certificates delivered pursuant hereto shall s urvive the purchase by the Purchaser of the 1983 Bonds, and shall continue in full force and effect so long as any of the 1983 Bonds are outstanding a nd unpaid; and all covenants and agreements in this Agreement shall be binding upon and inure to the ben efit of the respective successors and assigns of the parties hereto. (b ) Upon the occurrence of an Event of Defau lt un der the Indenture, the Guaranty or the Loan Agreement (other than one resulting from a default by the County) a nd if t h e Purchaser at the time hol ds any of the 1983 Bonds, it will, or will seek to -8- .. have any bondholders committee which may he formed, to the extent practicable under all of the circumsta nces, consult with and notify officials of and counsel for the County ,11ith regard t.o the assertion, maintenance or exercise of rights and remedies under the Indenture, the Guaranty or the Loan Agreement.· (c) All communic-'ltions provided for. hereunder shall be in writing and, if to the Purchaser, delivered or mailed to the Purchaser at 201 South Orange Avenue, Orlando, Florida 32801, Attention: John D, Hallstrom, or if to the County, delivered or mailed , addressed to the County, Attention: County Attorney, or if to the Borrower mailed addressed to the Borrower at 615 East 14th Street, Suite D, Des Moines, Iowa 50316, Attention: -,,,-,---c----c-~----' or if to the Trustee, at 801. Riverside Avenue, Jacksonville, Florida 32204, Attention: Corporate Trust Department, or such other addresses as any of the parties hereto or the Trustee may her eafter designate by notice in writing. (d) This Agreement may he a mend ed only by a n agree ment in writing signed by the parties hereto. (e ) Thi s Agreement may be executed in any number of counterparts, each of ,-1hich shall be deemed an original, but all of which together shall constitute one instrument, Upon t h e execution by the Purchaser of the accep tance hereto, this Agreement shall con stitute a v alid and binding agree ment among the parti es h ereto as of the date first above written, (SEAL) Attest: Clerk, Board of County Commi ss ioners INDIAN RIV8R COUNTY, FLORIDA Chair~an, Board of County Commi ssioners -9- • (SEAL ) Attest: Secretary FLORIDA HEALTH FACILITI8S CORP. (OF INDIAN RIVER COUNTY ) By President The foregoing instrument i s hereby accepted. BARNETT BANK OF CENTRAL FLORIDA, N.A. By Its: -10- Clerk CERTIFICATE OF RECORDING OFFICER The undersigned HEREBY CERTIFIES that: 1. S He is the duly appointed, qualified and acting of the Board of County Commissioners (herein called the " records thereof, including Board "), and keeper of the the minutes of its proceedings; 2. The 'annexed copy of extracts from the minutes of the Regular meeting of the Board , held on the 21st day of December , 19 83 , is a true, correct, and compared copy of the whole of the original minutes of the meeting on file and of record insofar as the same relate to the resolution referred to in such extracts and to the other mat ters 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 f ul fi lled, carried out, and othe rwise observed; 4. SHe is duly authorized to execute this Certificate; and 5. The copy of the resolution annexed her eto entitled: RESOLUTION 83-125 A RESOLUTION AWARDING $2,400,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1983 (FLORIDA HEALTH FACILITIES PROJECT), OF INDIAN RIVER COUNTY, FLORIDA , AT NEGOTIATED SALE TO THE PURCHASER : AND PROVIDING AN EFFECTIVE DATE . is a true, correct, and compared copy of the original resolution referred to in the extracts and as finally adopted at the meeting and, to the extent require d by law, as thereafter duly signed or approved by the proper officer or officers of the Board , which resolution is on file and of re cord. WITNESS my hand and the seal of the Clerk this 21st day of December , 19 83 . CLERK (SEAL) ........ ·•'. • EXTRACTS FROM THE MINUTES OF A REGULAR ----------- MEETING OF THE BOARD OF COUNTY COMMISSIONER[ OF INDIAN RIVER COUNTY, FLORIDA HELD ON THE 21S t DAY OF DECEMBER , 19 83 ---------- The Board of County Commissioners of Indian River County, Florida me t in Regular in the City of meeting at 1840 25th Street Vero Beach Florida at 10:00 o'clock __A_.M. on the2h.:L day of December 19§}_, the place, hour, and date duly established for the holding of s uch meeting . The Vice Chairman called the meeting to o r der and on roll call the following answered present: Vice Chairman Don C. Scurlock,Jr. Margaret C. Bowman P atrick B. Lyons a nd the f ollowing were absent: Chairman Richard N. Bird William C. Wodtke, Jr. The Vic e Chairma n declared a quorum present.