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HomeMy WebLinkAbout1985-036BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolu- tion is adopted pursuant to Ordinance No. 83-46 of tie County, as amended, applicable provisions of Chapter 170, Florida Statutes (1983), and other applicable provisions of law. SECTION 2. DEFINITIONS. The followina terms shall have the following meanings in this resolution unless the text other- wise expressly requires: A. "Act" shall mean, collectively, Ordinance No. 83-46 of the County, as amended, applicable provisions of Chapter 170, Florida Statutes (1983), and other applicable provisions of law. B. "Assessments" shall mean, collectively, the proceeds derived from the levy and collection of special assessments for impact fees against the property specially benefited by the acquisition and construction of the Project, including the interest and penalties on such special assessments. C. "Board" shall mean the Board of County Commissioners of the County. D. "Bonds" shall mean the $5,165,000 Improvement Bonds, Series No. 2, authorized and issued pursuant to this resolution, whether in certificate or book -entry form. E. "Bond Registrar" shall mean the Clerk of the Board or any bank or trust company subsequently appointed by the Board. F. "County" shall mean Indian River County, Florida. -1- RESOLUTION NO. 85-36 RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $5,165,000 IMPROVEMENT BONDS, SERIES NO. 2, OF INDIAN RIVER COUNTY, ® FLORIDA, TO FINANCE THE COST OF THE ACQUI- SITION AND CONSTRUCTION OF CERTAIN SEWAGE COLLECTION AND TREATMENT IMPROVEMENTS TO THE COMBINED WATER AND SEWER SYSTEM OF THE COUNTY; PROVIDING FOR THE RIGHTS OF THE HOLDERS THEREOF AND PLEDGING FOR THE PAY- MENT THEREOF THE PROCEEDS FROM SPECIAL ASSESSMENTS FOR IMPACT FEES LEVIED AGAINST PROPERTY SPECIALLY BENEFI'T'ED BY SUCH 60 IMPROVEMENTS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolu- tion is adopted pursuant to Ordinance No. 83-46 of tie County, as amended, applicable provisions of Chapter 170, Florida Statutes (1983), and other applicable provisions of law. SECTION 2. DEFINITIONS. The followina terms shall have the following meanings in this resolution unless the text other- wise expressly requires: A. "Act" shall mean, collectively, Ordinance No. 83-46 of the County, as amended, applicable provisions of Chapter 170, Florida Statutes (1983), and other applicable provisions of law. B. "Assessments" shall mean, collectively, the proceeds derived from the levy and collection of special assessments for impact fees against the property specially benefited by the acquisition and construction of the Project, including the interest and penalties on such special assessments. C. "Board" shall mean the Board of County Commissioners of the County. D. "Bonds" shall mean the $5,165,000 Improvement Bonds, Series No. 2, authorized and issued pursuant to this resolution, whether in certificate or book -entry form. E. "Bond Registrar" shall mean the Clerk of the Board or any bank or trust company subsequently appointed by the Board. F. "County" shall mean Indian River County, Florida. -1- • •• G. "Federal Securities" shall mean direct obligations of 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. H. "Fiscal Year" shall mean the period beginning with and including October 1st of each year and ending with and including the next September 30th. I. "Non Ad Valorem Funds" shall mean all funds derived by the County from sources other than ad valorem taxation, legally avai?.able for the purposes specified in this resolution. S. "Prior Lien Obligations" shall mean, collectively, 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, Water Revenue Bond, Series 1980 (South County Water System), dated September 30, 1982, and Water and Sewer Revenue Bonds, Series 1982, Anticipation Notes, dated December 1, 1982, of the County; and the Water and Sewer Revenue Bonds, Series 1982; of the County, authorized but unissued. K. "Project" shall mean the improvements to the com- bined water and sewer system of the County consisting of a sewage collection and treatment plant adjacent to State Road 60 in the unincorporated area of the County, to be acquired and constructed with the proceeds of the sale of the Bonds. L. "Record Date" shall mean the 15th day of the month immediately preceding an interest payment date for the Bonds. M. "Registered Owner" shall mean any person who shall be the owner of any outstanding Bond or Bonds as shown on the books of the County maintained by the Bond Registrar. N. Words importing the singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. SECTION 3. FINDINGS AND DETERMINATIONS. it is hereby found and determined as follows: -2- 40 i• A. It has heretofore been determined that it is necessary and desirable to acquire and construct the Project. B. The cost of the acquisition and construction of the Project will be paid by the issuance and delivery of the Bonds herein authorized. Such cost shall include the amount required to capitalize interest on the Bonds from their date of delivery to January 1, 1986, and such other costs as are specified in Section 170.03, Florida Statutes (1983). C. The Bonds shall be payable from and secured by a lien upon and pledge of the Assessments, junior, subordinate and inferior to the lien thereon of the holders of the Prior Lien Obligations; and, to the extent necessary, shall be payable from the Non Ad Valorem Funds in the manner Fpecified herein. The Assessments have been levied against the benefited property in proportion to the special and positive benefits to be received from the acquisition and construction of the Project. D. The assessment roll heretofore prepared by the consulting engineers of the County, and the amount thereof as to each parcel assessed, does not exceed the amount by which such parcel is determined to be benefited. The Board has heretofore equalized, adjusted and confirmed the Assessments pursuant to the applicable provisions of Chapter 170, Florida Statutes (1983). E. It is deemed necessary and desirable to pledge the Assessments to the payment of the principal of and interest on the Bonds. F. The amount of the Assessments, as estimated, after application pursuant to the proceedings authorizing the issuance of the Prior Lien Obligations, will be sufficient in the aggre- gate to pay the principal of and interest on the Bonds herein authorized. G. The principal of and interest on the Bonds to be issued pursuant to this resolution and all other payments herein will be paid from the proceeds of the Assessments to the extent that the same shall be lawfully levied and collected, and, to the -3- MR 40 •• extent necessary, will be paid from the Non Ad Valorem Funds in the manner specified herein. The County will not be authorized to levy ad valrrem taxes on any real property in the County to pay the principal of and interest on the Bonds herein authorized or to make any other payments specified by this resolution. H. The complex character of the issuance of the Bonds requires lengthy and detailed structuring which could be unreaso- nably restricted by the lack of flexibility at public sale. I. Special assessment bonds normally do not generate sufficient interest in the municipal bond market to justify offering them at public sale. J. A negotiated sale of these Bonds will result in the most favorable bond financing plan and is it the best interest of the County. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In con- sideration of the acceptance of the Bonds authorized to be issued hereunder by the Registered Owners who shall hold the same from time to time, this resolution shall be deemed to be and shall constitute a contract between the County and such Registered Owners. The covenants and agreements herein set forth to be per- formed by the County shall be for the equal benefit, protection and security of the Registered Owners of the Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided therein and herein. SECTION 5. AUTHORIZATION AND DESCRIPTION OF BONDS. Subject and pursuant to the provisions of this resolution, obli- gations of the County to be known as "Improvement Bonds, Series No. 2," are hereby authorized to be issued in the aggregate principal amount of not exceeding $5,165,000 for the purpose of financing the cost of the Project. The Bonds shall be dated as of their date of delivery and may be numbered consecutively from one upward or in such other manner as designated by the Bond Registrar. The Bonds shall mature on January 1, 1996, shall be -4- I` ] J •• in the denomination of $1,000 each or integral multiples thereof and shall bear interest at the rate of 10.00% per annum (subject to adjustment as provided below), payable on January 1, 1986, and Oil January 1 of each year thereafter until maturity. Amortization installments are hereby established for the Bonds, and such Bonds, as will be selected by lot, shall be deemed to be due on January 1 in the years and amounts as follows: YEARS AMOUNTS 1987 $516,500 1988 516,500 1989 516,500 1990 516,500 1991 516,500 1992 516,500 1993 516,500 1994 516,5j0 1995 516,500 1996 516,500 If any of the Bonds are held by Florida National Bank, Jacksonville, Florida (hereinafter called "Bank"), as the Registered Owner thereof, and changes occur in federal law or in the laws of the State of Florida that result in an increase in the tax liability of the Bank by virtue of it being the Registered Owner of any Bond, the interest rate per annum borne by the Bonds held by the Bank shall be increased to a rate per annum which shall result in the net amount of interest received by the Bank, after payment of such increased taxes, to equal the amount the Bank would have received had no such increase in tax been payable; provided, however, that the maximum interest rate per annum the Bonds may bear shall not exceed the maximum legal interest rate per annum applicable to the Bonds on the date of their sale. As a condition precedent to the foregoing interest rate adjustment on the Bonds, the Bank shall send to the County by certified mail, return receipt requested, (a) a statement of the effective date of such increased tax liability, (b) an opi- nion of counsel to the Bank summarizing the law change related to such increased tax liability, and advising the Bank of its increase in tax liability as a result of the law change and it being the Registered Owner of a Bond or Bonds, and (c) a calculation of the -5- increased interest rate, supported by computer schedules or other appropriate mathematical data showing the method of calculation and the assumptions used in the calculation. Such interest rate 4adjustment shall be effective as of the date described in (a) above. The Bonds shall be issued in fully registered form without coupons; shall be payable with respect to principal at the office of the Bond Registrar as paying agent, or such other paying agent as may be hereafter duly appointed; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable by mail to the Registered Owners at their addresses as they appear on the registration books. Notwithstanding any other provisions of this section, the Board may, subject to the approval of the purchasers of the Bonds prior to their delivery, elect to use an immobilization system or pure book -entry system with respect to issuance of the Bonds, provided adequate records will be kept with respect to the ownership of Bonds issued in book -entry form or the beneficial ownership of Bonds issued in the name of a nominee. As long as any Bonds are outstanding in book -entry form, the provisions of Sections 6, 9, 10 and 12 of this resolution shall not be appli- cable to such book -entry Bonds. The details of any alternative system of Bond issuance, as described in this paragraph, shall be set forth in a resolution of the Board duly adopted at or prior to the delivery of any of the Bonds. SECTION 6. EXECUTION AND AUTHENTICATION OF BONDS. The Bonds shall be executed in the name of the County by the Chairman of the Board and attested and countersigned by its Clerk, and the corporate seal of the Board or a facsimile thereof shall be affixed thereto or reproduced thereon. The facsimile signatures of the Chairman and Clerk of the Board may be imprinted or repro- duced on the Bonds. The certificate of authentication of the Bond Registrar shall appear on the Bonds, and no Bond shall be -6- E-1 40 of valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless such certificate shall have been duly executed on such Bond. The authorized signature for the Bond Registrar shall be either manual or in facsimile; provided, however, that at least one of the signatures, including that of the authorized signature for the Bond Registrar, appearing on the Bonds, shall at all times be a manual signature. In case any one or more of the officers of the Board who shall have signed or sealed any of the Bonds shall cease to be such officer or officers of the Board before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as if the persons who signed or sealed such Bonds had not ceased to hold such offices. Any Bonds may be signed and sealed on behalf of the Board by such person who at the actual time of the execu- tion of such Bonds shall hold the proper office, although at the date of such Bonds such person may not have held such office or may not have been so authorized. The validation certificate on the Bonds shall be exe- cuted with the manual or facsimile signature of. the Chairman of the Board. SECTION 7. NEGOTIABILITY. The Bonds issued hereunder 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 any of the Bonds, shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable instru- ments under the laws of the State of Florida. SECTION 8. REGISTRATION. The Bond Registrar shall be responsible for maintaining books for the registration of the transfer and exchange of the Bonds. All Bonds presented for transfer, exchange, redemption or payment (if so required by the Board or the Bond Registrar) shall be accompanied by a written instrument or instruments of -7- 40 do 0o transfer or authorization for exchange, in form and with guaranty Of signature satisfactory to the Board or the Bond Registrar, duly executed by the Registered Owner or by his duly authorized attorney. In the case of partial redemption of a Bond, and in lieu of issuing a new Bond or Bonds in the aggregate principal amount then outstanding on the Bond after such redemption, the County may, at its option, instruct the Bond Registrar to note on the Bond the principal amount of such redemption, the date of redemption and the outstanding principal amount of such Bond after such redemption, and return the Bond to the Registered Owner. Upon surrender to the Bond Registrar for transfer or exchange of any Bond accompanied by an assignment or written authorization for exchange, whichever is applicable, duly exe- cuted by the Registered Owner or his attorney duly authorized in writing, the Bond Registrar shall deliver in the name of the Registered Owner or the transferee or transferees, as the case may be, a new fully registered Bond or Bonds of authorized deno- minations and of the same maturity and interest rate for the aggregate principal amount which the Registered Owner is entitled to receive. The Board and the Bond Registrar may charge the Registered Owner a sum sufficient to reimburse them for any expenses incurred in making any exchange or transfer after the first such exchange or transfer following the delivery of the Bonds. The Bond Registrar or the Board may also require payment from the Registered owner or his transferee, as the case may be, of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. Such charges and expenses shall be paid before any such new Bond shall be delivered. Interest on the Bonds shall be paid to the Registered Owner whose name appears on the books of the Bond Registrar on the Record Date. -8- « a� New Bonds delivered upon any transfer or exchange shall be valid obligations of the County, evidencing the same debt as the Bonds surrendered, shall be secured by this Resolution, and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. The County and the Bond Registrar may treat the Registered Owner of any Bond as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary. The person in whose name any Bond is registered may be deemed the Registered Owner thereof by the County and the Bond Registrar, and any notice to the contrary shall not be binding upon the County or the Bond Registrar. SECTION 9. DISPOSITION OF BONDS PAID OR REPLACED. Whenever any Bond shall be delivered to the Bond Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange, such Bond shall be can- celled and destroyed by the Bond Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the County. SECTION 10. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the County may, in its discretion, issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, sto- len or lost, in exchange and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Registered Owner furnishing the County and the Bond Registrar 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 expen- ses as the Board and the Bond Registrar may incur. All Bonds so surrendered shall be cancelled by the Bond Registrar. If any such Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the County may pay the same, upon -9- 4b • 00 being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this section shall constitute original additional, contractual obligations on the part of the County whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such dupli- cate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the sa.ie extent as all other Bonds issued hereunder. SECTION 11. PROVISIONS FOR REDEMPTION. Except as pro- vided below, the Bonds are not subject to redemption prior to their first interest payment date. on July 1, 1986, and on each January 1 and July 1 thereafter, after providing for the payment of interest on the Bonds on the next annual interest payment date and the amortization installments specified below, the County shall, from money on deposit in the Improvement Fund, redeem Bonds or portions thereof as are selected by lot, at a price of par and accrued interest to the redemption date, to the extent necessary to exhaust the Improvement Fund as nearly as may be practicable. Principal amounts of the Bonds or portions thereof, to be selected by lot, which shall be equal to the following man- datory amortization installments: YEARS AMOUNTS 1987 $516,500 1988 516,500 1989 516,500 1990 516,500 1991 516,500 1992 516,500 1993 516,500 1994 516,500 1995 516,500 1996 516,500 shall be redeemed on January 1 prior to their maturity (except the installment maturing in the year 1996) at the price of the principal amount thereof, plus accrued interest, or be purchased -10- r in the open market at a price not to exceed such redemption ® price. In addition, the Bonds or portions thereof, shall be • redeemable at any time, at the option of the County, in whole or in part, by lot if less than all, at the price of the principal amount thereof, plus accrued interest to the date of redemption. At least 10 days prior to the redemption date, notice of. A • such redemption shall be filed with the paying agent and shall be mailed, postage prepaid, to all Registered Owners of Bonds to be redeemed at their respective addresses as they appear on the registration books. Interest shall cease to accrue on any Bonds duly called for prior redemption, after the redemption date, if payment thereof has been duly provided. The privilege of transfer or exchange of any of the Bonds is suspended for a 15 day period preceding the mailing of the notice of redemption. SECTION 12. FORM OF BONDS. The text of the Bonds, the validation certificate and the certificate of authentication thereon shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this resolution or any subsequent resolution adopted prior to the issuance thereof, or as may be necessary to comply with applicable laws, rules and regulations of the United States and she State of Florida in effect upon the issuance thereof: -11- SEE REVERSE SIDE FOR ADDITIONAL PROVISIONS AND DEFINITIONS CUSIP: do No. O UNITED STATES OF AMERICA STATE OF FLORIDA INDIAN RIVER COUNTY IMPROVEMENT BOND, SERIES NO. 2 KNOW ALL MEN BY THESE PRESENTS, that Indian River County, Florida (hereinafter called "County"), for value received, hereby promises to pay to the order of _ , or registered assignees, on January 1, 1996, solely from the special funds hereinafter mentioned, the principal sum of DOLLARS upon the presentation and surrender hereof at the office of the Clerk of the Board of County Commissioners of the County, paying agent and bond registrar (hereinafter called "Bond Registrar"), and to pay interest thereon from the date of this bond or from the most recent interest payment date to which interest has been paid, whichever is applicable, until payment of such sum, at the rate of 10% per annum (subject to adjustment as provided below), payable on January 1, 1986, and annually thereafter on the first day of January of each year, by check or draft mailed to the registered owner at his address as it appears on the registration books on the fifteenth day of the month preceding the applicable interest payment date. Both principal of and interest on this bond are payable in lawful money of the United States of America. If this bond is held by Florida National Rank, Jacksonville, Florida (hereinafter called "Bank"), as the registered owner hereof, and any changes occur in federal law or in the laws of the State of Florida that result in an increase in the tax liability of the Bank by virtue of it being the registered owner of this bond, the interest rate per annum borne by this bond shall, under the conditions specified in the -12- • E-1 • of Resolution, be increased to a rate per annum which shall result in the net amount of interest received by the Bank, after payment of such increased taxes, to equal the amount the Bank would have received had no such increase in tax been payable; provided, however, that the maximum interest rate per annum this bond may bear is 8 per annum. This bond is one of an authorized issue of bonds, in the aggregate principal amount of not exceeding $5,165,000, issued to finance the cost of the acquisition and construction of certain sewage collection and treatment improvements to the combined water and sewer system of the County (hereinafter called "Project"), under the authority of and in fu'.1 compliance with the Constitution and Statutes of the State of Florida, including particularly ordinance No. 83-46 of the County, as amended, the applicable provisions of Chapter 170, Florida Statutes (1983), and other applicable provisions of law, and a resolution duly adopted by the Board of County Commissioners of the County on , 1985 (hereinafter called "Resolution"), and is sub- ject to all the terms and conditions of such Resolution. This bond is payable from and secured by a lien upon and a pledge of the proceeds of special assessments for impact fees levied against benefited property to finance the cost of the acquisition and construction of the Project, and the interest and penalties on such special assessments (hereinafter collectively called "Assessments"); 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, Water Revenue Bond, Series 1980 (South County Water System), dated September 30, 1982, and Water and Sewer Revenue Bonds, Series 1982, Anticipation Notes, dated December 1, 1982, of the County; and the Water and Sewer Revenue Bonds, Series 1982, of the County, authorized but unissued. In addition, this bond shall be payable from funds of the County derived from sources -13- C 40 of other than ad valorem taxation and legally available for such purpose, to the extent the Assessments are ever insufficient therefor, all as provided in the Resolution. The Assessment liens upon benefited property may be released upon deposit with the County of other adequate security, all as more particularly described and provided in the Resolution. It is expressly agreed by the registered owner of this bond that such registered owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the County for the payment of the principal of and interest on this bond or the making of any other payments specified by the Resolution. It is further agreed betweer the County and the registered owner of this bond that this bond and the obligation evidenced thereby shall not constitute a lien upon any other pro- perty of or in the County, but shall constitute a lien only upon the Assessments in the manner provided in the Resolution. (To be inserted where appropriate on face of bond: "Reference is hereby made to the further provisions of this bond set forth on the reverse side hereof, and such further provisions shall for all purposes have the same effect as if set forth on this side.") This bond may be transferred only upon the books of the County kept by the Bond Registrar upon surrender thereof at the principal office of the Bond Registrar with an assignment duly executed by the registered owner or his duly authorized attorney, but only in the manner, subject to the limitations and upon payment of the charges, if any, provided in the Resolution, and upon surrender and cancellation of this bond. Upon any such transfer, there shall be executed and the Bond Registrar shall deliver, a new fully registered bond or bonds, payable to the transferee, in authorized denominations and in the same aggregate principal amount, series, maturity and interest rate as this bond. In like manner, subject to and upon the payment of such -14- -15- charges, if any, the registered owner of this bond may surrender 40 the same (together with a written authorization for exchange satisfactory to the Bond Registrar duly executed by the regis- tered owner or his duly authorized attorney) in exchange for an equal aggregate principal amount of fully registered bonds in authorized denominations and of the same series, maturity and interest rate as this bond. It is hereby certified and recited that all acts, con- ditions and things required to exist, to happen anu to be per- formed precedent to and in the issuance of this bond exist, have happened and have been performed in regular and due form and time as required by the Constitution and laws of the State of Florida applicable thereto. This bond is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida. (Insert redemption provisions) Notice of such redemption shall be given in the manner provided in the Resolution. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of authentication hereon shall have been executed by the Bond Registrar. IN WITNESS WHEREOF, Indian River County, Florida, has issued this bond and has caused the same to be executed by the Chairman of its Board of County Commissioners and attested and countersigned by the Clerk of the Board, either manually or with their facsimile signatures, and the corporate seal of the Board, or a facsimile thereof, to be impressed, imprinted or otherwise reproduced hereon, all as of , 1985. -15- LA • •® (SEAL) ATTESTED AND COUNTERSIGNED: Clerk, Board of County Commissioners INDIAN RIVER COUNTY, FLORIDA By Chairman, Board of County Commissioners CERTIFICATE OF AUTHENTICATION OF BOND REGIS',RAR This bond is one of the bonds of the issue described in the Resolution. CLERK, BOARD OF COUNTY COMMISSIONERS, INDIAN RIVER COUNTY, FLORIDA As Bond Registrar Date of Authentication VALIDATION CERTIFICATE This bond is one of a series of bonds which were vali- dated and confirmed by judgment of the Circuit Court for Indian River County, Florida, rendered on , 1985. Chairman, Board of County Commissioners The following abbreviations, when used in the inscrip- tion on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations: -16- 40 Ell •• TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivor- ship and not as tenants in common UNIF GIF MIN ACT - (Cust.) Custodian for (Minor) under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used though not in list above. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE the within bond and does hereby irrevocably constitute and appoint as his agent to transfer the bond on the books kept for registration th6reof, with full power of substitution in the premises. Dated: Signature guaranteed: Bank, Trust Company or Firm) (Authorized Officer) NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within bond in every parti- cular, without alteration or enlargement or any change whatever. -17- 40 PAR'T'IAL REDEMPTION PAYMENTS Principal Balance of Bond Payment Date Amount Paid Principal Unpaid Registrar - -18- 0 •f SECTION 13. BONDS NOT GENERAL OBLIGATIONS. The Bonds shall not be or constitute general obligations or an indebtedness of the County as "bonds" within the meaning of the Constitution of Florida, but shall be payable solely from and secured by a lien upon and a pledge of the Assessments. No Registered Owner shall ever have the right to compel the exercise of the ad valorem taxing power of the County, or taxation in any form of any real property therein, to pay the Bonds or the interest thereon, or be entitled to payment of such principal and interest from any other funds of the County. SECTION 14. SECURITY FOR BONDS. The payment of the principal of and interest on all the Bonds issued hereunder shall be secured forthwith equally and ratably by a pledge of and a lien upon the proceeds of the Assessments, junior, subordinate and inferior to the lien thereon of the holders of the Prior Lien obligations. The County does hereby irrevocably pledge such Assessments to the payment of the principal of and interest on the Bonds and to the payment into the Improvement Fund, Series No. 2, hereinafter created, at the times provided, the sums required to secure to the Registered Owners payment, when due, of the principal of and interest on the Bonds so held by them. In addition, and to the extent necessary to pay the principal of and interest on the Bonds, the County shall deposit into the Improvement Fund from the Non Ad Valorem Funds, an amount, together with any expected investment income to be derived therefrom, sufficient to remedy any such deficiency; however, this provision shall not be construed in a manner to create a lien upon or pledge of any of the Non Ad Valorem Funds, nor pre- vent the County from hereafter pledging any portion of such Non Ad Valorem Funds. SECTION 15. FLOW OF FUNDS; GENERAL COVENANTS. For so long as any of the principal of and interest on any of the Bonds shall be outstanding and unpaid, or until there shall have been set apart in the Improvement Fund, Series No. 2, hereinafter -19- -20- created, a sum sufficient to pay when due, the entire principal ® amount of the Bonds remaining unpaid, together with interest accrued or to accrue thereon, the County covenants with the holders of any and all of the Bonds issued pursuant to this reso- ® lution as follows, that: A. IMPROVEMENT FUND, SERIES NO. ONE. The County shall establish with Florida National Bank, Vero Beach, Florida, and maintain so long as any of the Bonds are outstanding, a special e� fund which is hereby created and designated "Improvement Fund, Series No. 2" (hereinafter called "Improvement Fund"). All money received from the collection of Assessment installments shall constitute trust funds and shall be deposited into the Improvement Fund, after satisfaction of the provisions of the resolutions authorizing the issuance of the Prior Lien Obligations. Such money on deposit from time to time in the Improvement Fund shall be applied in the following manner and order of priority: 1. First, for the payment of interest becoming due and payable on the Bonds on the next interest payment date and for the payment of all principal maturing on the Bonds on the next principal maturity date and/or applicable redemption date (to the extent Bonds have been called for prior redemption). All such payments, as provided above, shall include an amount suf- ficient to pay the fees and charges of the paying agent. Such payments shall be adjusted to the extent required to pay such interest and principal becoming due, after making allowance for the amount of money which will be deposited into the Improvement Fund from the proceeds of the sale of the Bonds immediately following their delivery. 2. After the principal of and interest on all the Bonds shall have been paid, or there shall have been set apart in the Improvement Fund a sum sufficient to pay when due the entire principal of the Bonds remaining unpaid and interest accrued or to accrue thereon, any money remaining on deposit to the credit -20- C) LJ 0• of the Improvement Fund shall be withdrawn by the County and deposited to the credit of its general fund or used by the County for any lawful purpose. All money on deposit from time to time in the Improvement Fund shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the laws of the State of Florida and may be invested and rein- vested only in those investments specified in Section 125.31, Florida Statutes (1983), maturing or subject to redemption at the option of the holder, at par and accrued interest, not later than the date on which the money therein will be needed. Any and all income received by the County from such investments shall be deposited into the Improvement Fund. B. ENFORCEMENT OF PAYMENT OF ASSESSMENTS. The County will receive, collect and enforce the payment of the Assessments in the manner prescribed by this resolution and all other resolutions, ordinances or laws thereunto appertaining. C. DELINQUENT ASSESSMENTS. If the owner of any lot or parcel of land assessed for the Project shall be delinquent in the payment of any Assessment for a period of 30 days, then the County shall declare the entire unpaid balance of such Assessment to be in default and, at its own expense, shall cause such delinquent property to be foreclosed in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or otherwise as provided by law. If such fore- closure be not filed and prosecuted within 10 months of the due date of the delinquent Assessment, then any Registered Owner may file and prosecute such foreclosure action in the name of the County for the benefit of the Registered Owners of all outstanding or unpaid Bonds and interest thereon. All money realized thereby, except attorneys fees and costs which shall be paid directly to the Registered Owners that have incurred the same, shall be deposited into the Improvement Fund, after satis- faction of the provisions of the resolutions authorizing the -21- 40 •• issuance of the Prior Lien Obligations, and distributed as above provided. The County further covenants, at its expense, to fur- nish to any Registered Owner requesting the same, 60 days after the due date of each annual installment, a list of all delinquent installments, together with a copy of the County annual audit. D. FORECLOSURE OF ASSESSMENT LIENS. If any property shall be offered for sale for the non-payment of any Assessment, and no person or persons shall purchase the same for an amount equal to the full amount due on the Assessment (principal, interest, penalties and costs), the property shall then be purchased in the name of the County for an amount equal to the balance due on the Assessment (principal, interest, penalties and costs), and the County shall receive in its corporate name the title to the property for the benefit of the Registered Owners and the holders of the Prior Lien Obligations. The County shall have the power and shall lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the Improvement Fund, after satisfaction of the provisions of the resolutions authorizing the issuance of the Prior Lien Obligations. Not less than 10 days prior to the filing of any foreclosure action as herein provided, the County shall cause written notice thereof to be mailed to any designated agents of the Registered Owners. Not less than 30 days prior to the pro- posed sale of any lot or tract of land acquired by foreclosure by the County, it shall give written notice thereof to such representatives. The County agrees that it shall be required to take the measures provided by law for sale of property acquired by it as trustee for the Registered Owners within 30 days after the receipt of the request therefor signed by the Registered Owners of 15% of the aggregate principal amount of the outstanding Bonds. E. OTHER OBLIGATIONS PAYABLE FROM ASSESSMENTS. The County will not issue any other obligations payable from the pro- ceeds of the Assessments nor voluntarily create or cause to be •-22- !® created any debt, lien, pledge, assignment, encumbrance or other charge upon the Assessments. F. BOOKS AND RECORDS. The County shall keep books and records of the collection of the Assessments, which such books, records and accounts shall be kept separate and apart from all other books, records and accounts of the County. The Clerk of the Board shall, at the end of each Fiscal Year, prepare a writ- ten report setting forth the collections received, the number and amount of delinquencies, the proceedings taken to enforce collec- tions and cure delinquencies and an estimate of time for the conclusion of such legal proceedings. Such report shall be audited by the certified public accountants of the County as part of the annual County audit. Copies of su h reports shall upon written request be mailed to the Registered Owners. In addition, if the Bank shall then be the Registered Owner of any of the Bonds, the County shall notify the Bank, at least quarterly, of all releases of Assessment liens subsequent to the date of the prior notice. G. GOVERNMENT APPROVALS. The County shall obtain all necessary federal, state and local government approvals necessary for the acquisition and construction of the Project and the issuance of the Bonds. H. ARBITRAGE. No use will be made of the proceeds of the Bonds or the funds on deposit, from time to time, in the Improvement Fund which, if reasonably expected on the date of issuance of the Bonds, would cause the Bonds to be "arbitrage bonds" within the meaning of the Internal Revenue Code. The County at all times while the Bonds and the interest thereon are outstanding will comply with the requirements of Section 103(c) of the Internal Revenue Code and any valid and applicable rules and regulations of the Internal Revenue Service. I. FUNDS AND ACCOUNTS. The designation and establish- ment of the various funds and accounts created herein does not require the establishment of any completely independent, self- -23- .L. to of balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to consti- tute an earmarking of certain revenues and assets of the County for certain purposes and to establish certain priorities for application of such revenues and assets as provided herein. J. REMOVAL OF ASSESSMENT LIENS. Any owners of property subject to the Assessments may, at their option, require the County to release and extinguish the liens upon their property, or portions thereof, by virtue of the levy of the Assessments, by depositing with the Clerk of the Board, Federal Securities, the principal of and interest on which shall be sufficient to pay the Assessments or the installments thereof, as the case may be, attributable to such property owners and the property to be released from such liens. Upon receipt of such Federal Securities, the Clerk of the Board shall forthwith record in the Official Records of the County an affidavit or affidavits, as the case may be, executed by the Chairman of the Board, to the effect that sufficient security has been deposited with the County in order to insure timely payment of the applicable amounts of the Assessments or the installments thereof, as the case may be, and that such Assessment liens are thereby released and extinguished. All principal and interest received from such Federal Securities on deposit with the Clerk of the Board shall be deposited, as received, into the Improvement Fund, after satisfaction of the provisions of the resolutions authorizing the issuance of the Prior Lien Obligations. SECTION 16. APPLICATION OF BOND PROCEEDS. The money received from the sale of any or all of the Bonds authorized and issued pursuant to this resolution shall be deposited and applied as follows: A. All interest to accrue on the Bonds until January 1, 1986, shall be deposited in the Improvement Fund and used to pay the next maturing interest due on the Bonds. B. The County hereby covenants that it will establish -24- �r 4 • •0 with Florida National Bank, Vero Beach, Florida, a separate fund or funds (hereinafter collectively called "Construction Fund") into which shall be deposited the remaining proceeds from the sale of the Bonds. As long as the unspent proceeds from the sale of the Bonds on deposit in the Construction Fund, together with any expected investment income to be derived therefrom, are suf- ficient uf-ficient to pay, when due, the cost of. the Project, money in the Construction Fund shall be expended to pay the cost of the Project. If such funds are ever expected to be insufficient for such purposes, then the County shall not further expend any money on deposit in the Construction Fund to pay Project costs until the County shall deposit into the Construction Fund, from the Non Ad Valorem Funds, an amount, together with any expected invest- ment income to be derived therefrom, necessary to cure such deficiency. However, this provision shall not be construed in a manner to create a lien upon or pledge of any of such Non Ad Valorem Funds or prevent the County from hereafter pledging any portion of such Non Ad Valorem Funds. Money in the Construction Fund shall be secured by the depository bank in the manner prescribed by law relating to the securing of public funds. The money on deposit in the Construction Fund may be invested and reinvested in those invest- ments specified in Section 125.31, Florida Statutes (1983), which shall mature or be subject to redemption on or prior to the date on which money shall be needed therefrom, at par and accrued interest, at any time by the holder thereof. The earnings from any such investments shall be deposited into the Construction Fund. Any money remaining in the Construction Fund after all costs of the Project have been paid shall be used by the County for any lawful purpose. All money deposited in the Construction Fund shall be and constitute a trust fund created for the purposes stated herein, and there is hereby created a lien upon such Fund in -25- -26- favor of the Registered owners until the money therein has been ® applied in accordance with this resolution. SECTION 17. REMEDIES. Any Registered owners or any ® trustee acting for such Registered Owners, may 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 appointment of a receiver, existing under the laws of the State of Florida, or granted and contained herein, e• and may enforce and compel the performance of all duties herein required or by any applicable statutes to be performed by the County or by any officer thereof, including the collection of the Assessments. SECTION 18. DEFEASANCE. If at any time the County shall have paid, or shall have made provision for payment of, the principal, interest and redemption premiums, if any, with respect to the Bonds, then, and in that event, the pledge of and lien on the Assessments in favor of the Registered owners shall be no longer in effect. For purposes of the preceding sentence, depo- sit of Federal Securities or bank certificates of deposit fully secured as to principal and interest by Federal Securities (or deposit of any other securities or investments which may be authorized by law from time to time and sufficient under such law to effect such a defeasance) in irrevocable trust with a banking institution or trust company, for the sole benefit of the Registered Owners, the principal of and interest on which will be sufficient to pay, when due the principal, interest, and redemp- tion premiums, if any, on the outstanding Bonds, shall be con- sidered "provision for payment." Nothing in this section shall be deemed to require the County to call any of the outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the County in determining whether to exercise any such option for early redemption. SECTION 19. MODIFICATION OF RESOLUTION. No material -26- - •• 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 Registered Owners of 518 or more in aggregate principal amount of the Bonds then outstanding affected by such material modification or amendment; provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon or in the amount of the principal obligation, or affect the unconditional promise of the County to levy, impose and/or collect the Assessments, as herein provided, or to pay the prin- cipal of and interest on the Bonds as the same shall become due from the Assessments, or, to the extent necessary, from the Non Ad Valorem Funds, or reduce such percentage of holders of such Bonds, required above, for such modifications or amendments, without the consent of the holders of all of the Bonds. SECTION 20. 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 Bonds issued hereunder. SECTION 21. VALIDATION. The County Attorney is hereby authorized and directed to institute appropriate proceedings in the Circuit Court for Indian River County, Florida, for the vali- dation of the Bonds. SECTION 22. REPEALER. All resolutions or parts of resolutions in conflict herewith are hereby repealed. SECTION 23. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. -27- 40 of The foregoing resolution was offered by Commissioner Scurlock who moved its adoption. The motion was seconded Uy—"rC&mm-i7ss`ioner Bowman _ and, upon being put to a vote, the vote was as follows: Chairman Patrick B. Lyons Aye Vice Chairman Don C. Scurlock, Jr. Aye Commissioner Richard N. Bird Aye Commissioner Margaret C. Bowman Aye Commissioner William C. Wodtke, Jr. Aye The Chairman thereupon declared the resolution duly passed and adopted this 20th day of March , 1985. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, 7LORIDA By ATRICK B. girman Attest: FREDA WRIGHT, CYerc APPROVED`�OORM AND LEGAL Std FIGYENCY/.' A /% By �kARY OM. KITANDENBURG Cou ty Attorney -)8-