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HomeMy WebLinkAbout1985-075RESOLU'T'ION NO. 85-75 A RESOLUTION OF INDIAN RIVER COUNTY, FLORIDA, AUTHORIZING THE REFUNDING OF PRESENTLY OUT- STANDING CAPITAL IMPROVEMENT REVENUE BONDS, ® SERIES 1980 AND SERIES 1981 OF THE; COUNTY; AUTHORIZING THE CONSTRUCTION, RECONSTRUCTION, FURNISHING AND EQUIPPING OF CERTAIN CAPITAL. FACILITIES; PROVIDING FOR THE ISSUANCE OF NOT ® EXCEEDING $25,000,000 REFUNDING AND IMPROVE- MENT REVENUE BONDS, SERIES 1985, OF THE COUNTY TO BE APPLIED TO REFUND THE PRINCIPAL AND INTEREST OF SUCH PRESENTLY OUTSTANDING OBLIGATIONS AND TO PAY THE COST OF THE PROJECT; PROVIDING FOR THE PAYMENT OF SAID BONDS FROM THE SALES TAX RECEIVED BY THE COUNTY; MAKING CERTAIN COVENANTS AND AGREE- MENTS IN CONNEC'rION THEREWITH; PROVIDING u AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolu- tion is adopted pursuant to the provisions of Chapters 125 and 279, Florida Statutes, County Home Rule Ordinance No. 77-19, enacted August 3, 1977 and effective August 9, 197 as amended, and other applicable provisions of law. SECTION 2. L48FINITIONS. Unless the context otherwise requires, the tem'§ defined in this section shall have the mean- ings specified in this section. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. A. "Accountant" shall mean the independent Certified Public Accountant or firm of Certified Public Accountants at the time employed by the Issuer under the provisions of this resolu- tion to perform and carry out the duties imposed on the Accountant by this resolution. B. "Act" shall mean Chapters 125 and 279, Florida Statutes, County Home Rule Ordinance No. 77-19, enacted August 3, 1977 and effective August 9, 1977, as amended, and other appli- cable provisions of law. C. "Additional Parity Obligations" shall mean additional obligations issued in compliance with the terms, conditions and limitations contained herein and which shall have an equal lien on the Sales Tax as herein defined, and rank equally in all respects -1- i with the Bonds initially issued hereunder. ® ! D. "Amortization Installment" with respect to any Current j Interest Paying Term Bonds of a series, shall mean an amount so ® designated which is established for the Current Interest Paying Term Bonds of such series, provided that (i) each such installment shall be deemed to he due on such interest or principal maturity date of each applicable year as is fixed by subsequent resolution of the Issuer, and (ii) the aggregate of such installments for such series shall equal the aggregate principal amount of Current Interest Paying Term Bonds of such series authenticated and deli- vered on original issuance; and wit11 respect tr, any Term Bonds of a series issued as Capital Appreciation Bonds, shall mean the Com- pounded Amounts so designated by subsequent resolution of the Issuer, provided that each such installment shall be deemed to be due on such date of each applicable year as is fixed by subsequent resolution of the Issuer. E. "Authorized Investments" shall mean any of hhe following if and to the extent the same are at the time legal for investment of municipal funds: (1) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States, or receipts evidencing an interest therein. (2) Bonds, debentures, notes, participation certificates or other evidences of indebtedness issued, or the principal of and interest on which are unconditionally guaranteed, by the Bank for Cooperatives, the Federal Intermediate Credit Bank, the Federal Home Loan Bank System, the Export -Import Bank of the United States, the Federal Financing Bank, the Federal Land Banks, the Government National Mortgage Association, or any other agency or instrumentality of or corporation wholly owned by the United States of America; (3) New Housing Authority Bonds or Project Notes issued -2- by public agencies or municipalities and fully secured as to the ® payment of both principal and interest by a pledge of annual contributions to be paid by the United States of America or any agency thereof; (4) Negotiable certificates of deposit, bank time depo- sits evidenced by certificates of deposit, and bankers' acceptances, issued by any bank, savings and loan association, trust company !1601 or national banking association insured by the Federal Deposit Insurance Corporation, or the Federal Savings and Loan Insurance Corporation; provided (i) the aggregate of such bank time deposits and bankers' acceptances issued by any bank, *rust company or banking association are guaranteed by an agency of the United States Government, or (ii) that such deposits are secured by obli- gations described in paragraphs 1, 2 or 3 of this definition; (5) Repurchase agreements with any bank, trust company or national banking association insured by the Federal Deposit Insurance Corporation or with any government bond dealer recog- nized as a primary dealer by the Federal Reserve Bank of New York, in each case having a capital and surplus or net capital of $100,000,000, which agreement is fully and continuously secured by obligations described in paragraph 1, 2 or 3 of this Subsection E which have been physically delivered to a third party agent and which obligations are held in the name of the County; (o) Units of participation in the Local Government Surplus Funds Trust Fund established pursuant to Part IV, Chapter 218, Florida Statutes, or any similar common trust fund which is established pursuant to law as a legal depository of public moneys and for which the Florida State Board of Administration acts as custodian. (7) an investment agreement constituting the obligation of a financial institution acceptable to the Municipal Bond Insurer, if any, pursuant to which such institution agrees to pay to the County specified sums of money on specified dates. F. "Bond Registrar" shall mean such bank or trust company, -3- A located within or without the State of Florida, who shall maintain MR the registration books of the Issuer and who shall cause the registration, registration of transfer, and reissuance of the Bonds ® within a commercially reasonable time according to the then current industry standards and who also may be the paying agent for the Bonds and interest thereon. G. "Bonds" shall mean the Refunding and Improvement Revenue Bonds, Series 1985, herein authorized to be issued together with any additional parity obligations hereafter issued under the terms, conditions and limitations contained herein. H. "Capital Appreciation Bonds" shall mean the Bonds of a series, the interest on which (1) shall be compounded periodi- cally; (2) shall be payable at maturity or upon earlier redemp- tion of the principal amount thereof; and (3) shall be determined by reference to the Compounded Amounts. I. "Compounded Amounts" with respect to any Capital Appreciation Bonds of a series, shall mean the amounts so designated in a subsequent resolution of the Issuer, representing principal and interest accrued on such Capital Appreciation Bonds. J. "Current Interest Paying Bonds" shall mean the Bonds of a series, the interest on which shall be payable on a semiannual basis. K. "Debt Service Requirement" for any Fiscal Year, as applied to the Bonds of any series, shall mean the sum of: (1) The amount required to pay the interest becoming due on the Current Interest Paying Bonds of such series during such Fiscal Year, except to the extent that such interest shall have been provided by payments into the Sinking Fund out of Bond proceeds for a specified period of time. The interest due in any ensuing Fiscal Year on Current Interest Paying Bonds which have a variable rate of interest shall be assumed to be one hundred ten percent (110%) of the greater of (i) the daily average interest rate on such variable rate Bonds during the twelve months ending with the month preceding the date of calculation, or such shorter -4- e period that such Bonds shall have been outstanding, or (ii) the ® rate of interest on such variable rate Bonds on the date of calculation. 40 (2) The aggregate amount required to pay the principal becoming due on Current Interest Paying Bonds for such Fiscal Year. For purposes of this definition: (i) the stated maturity date of any Current Interest Paying Term Bonds shall be disre- garded and the Amortization Installments applicable to such Current Interest Paying Term Bonds in such year shall be deemed to mature in such year; and (ii) the principal amount of any Current Interest Paying Term Bonds having (a) a single principal .i maturity and no Amortization Installments therefor and (b) the final Amortization Installment for any Current Interest Paying Term Bonds if such final Amortization In<;tallment exceeds an amount equal to 200% of the maximum principal amount of such series of Current Interest Paying Bonds due in any Fiscal Year, (hereinafter called "Designated Maturity Bonds"), shall be calcu- lated as if the amount of such single maturity or final Amortiza- tion Installment, as the case may be, had been issued over a term of 25 years and was payable in approximately equal annual payments of principal and interest. (3) The aggregate amount required to pay the Compounded Amounts due on any Capital Appreciation Bonds maturing in such Fiscal Year. For purposes of this definition: (a) the stated maturity date of any Capital Appreciation Term Bond shall be disregarded and the Amortization Installments applicable to such Capital Appreciation Term Bonds in such year shall be deemed to mature in such year. (4) Amounts required to be deposited into the Reserve Account in such Fiscal Year, to the extent the County does riot fund such Reserve Account, or portions thereof, with reserve account insurance or a reserve account letter of credit. L. "Escrow Deposit Agreement" means that certain Escrow Deposit Agreement by and between the Issuer and a bank or trust -5- 40 40 •0 i company to be selected and named by the Issuer prior to the deli- very of the Bonds, which agreement shall be in substantially such form as shall be determined by subsequent resolution of the Issuer. M. ""ederal Securities" shall mean, collectively, (i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, which are not redeemable prior to maturity at the option of the obligor; (ii) bank certificates of deposit fully secured as to principal and interest by the obligations described in (i); (iii) certificates evidencing ownership of portions of such obli- gations described in (1) held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and inde- pendently against the obligor on the underlying obligations if such underlying obligations are not available to satisfy any claim against the custodian; or (iv) municipal obligations that have been refunded and are secured by an escrow within which are held obligations described in (1). N. "Fiscal Year" shall mean the period commencing on October 1 of each year and ending on the succeeding September 30 or such other annual period as may be prescribed by law from time to time for the Issuer. O. "Holder of Bonds" or "Bondholders" or any similar term shall mean any person who shall be the Registered Owner of any such Bond or Bonds, or his transferee. P. "Issuer" or "County" shall mean Indian River County, Florida. Q. "Maximum Debt Service Requirement" shall mean, as of any particular date of calculation, the greatest amount of aggre- gate Debt Service Requirements for the then current or any future Fiscal Year. R. "Municipal Bond insurer" shall mean a firm or cor- poration which issues a policy of insurance guaranteeing payment of the principal of and interest on the Bonds. -6- •i S. "Project" shall mean the construction, reconstruction, acquisition, alteration, furnishing and equipping of buildings and capital facilities of the County for administrative, law enforcement, judicial, jail, medical use, recreational. facilities, excluding beach renourishment, and other facilities to house governmental services in the County, all pursuant to the plans and specifications of a Qualified Independent Consultant on file, or to be on file, with the Issuer_. T. "Sales Tax" shall mean the portion of the proceeds of the local government half -cent sales tax on deposit from time to time in the Local Government Half -Cent Sales Ta}: Clearing Trust Fund in the State Treasury of the State of Florida, allocated for and distributed monthly to the County pursuant to Chapter 218, Part VI, Florida Statutes. U. "Qualified Independent Consultant" shall mean one or more qualified and recognized independent consultants, having favorable repute, skill and experience, with respect to the acts and duties required of a Qualified Independent Consultant to be provided to the Issuer, as shall from time to time be retained by the Issuer to perform the acts and carry out the duties herein pro- vided for such consultants. V. "Record Date" shall mean the 15th day of the month immediately preceding any interest payment date for the Bonds. W. "Refunded Bonds" means the Issuer's outstanding Capital Improvement Revenue Bonds, Series 1980, dated April 1, 1980, and Capital Improvement Revenue Bonds, Series 1981, dated October 1, 1981. X. "Registered Owner" shall mean the owner of any Bond or Bonds as shown on the registration books of the Issuer maintained by the Bond Registrar. Y. "Serial Bonds" shall mean the Bonds of a series which shall be stated to mature in semiannual or annual installments. Z. "Series 1985 Bonds" shall mean the Bonds herein authorized to be issued. AA. "Term Bonds" shall mean the Bonds of a series which -7- shall be stated to mature on one date and which shall be subject to 40 mandatory redemption by operation of the Bond Amortization Fund or otherwise designated as such by resolution of the Issuer adopted prior to the delivery thereof. SECTION 3. FINDINGS. It is hereby ascertained, deter- mined and declared that: A. Pursuant to the Act, the Issuer is authorized to pledge the Sales Tax and the income from the investment of monies in the funds and accounts established in Section 17 hereof (the "Investment Income") to the payment of the principal of and interest on the Bonds; said Sales Tax and Investment Income are not now pledged or encumbered in any manner - B. The Issuer has previously issued the Refunded Bonds, of which the estimated sum of not exceeding 54,890,000 principal amount is presently outstanding and unpaid. C. It is necessary and desirable to acquire and con- struct the Project, as provided herein, in order to preserve and protect the public health, safety and welfare of the inhabitants of the Issuer. D. The Issuer deems it necessary and in its best inter- est to provide for the refunding of the Refunded Bonds through the issuance of the Bonds herein authorized. The refunding program herein described will be advantageous to the Issuer, by (1) restructuring the debt service of the County to anticipate future capital requirements, (2) providing a savings in debt ser- vice, (3). removing certain restrictive covenants contained in the proceedings which authorized the Refunded Bonds, and (4) providing the County more flexibility in the issuance of its debt obligations. E. The estimated funds needed for the refunding as above described shall be derived from the sale of a portion of the Bonds herein authorized and other funds of the Issuer available therefor. The estimated funds needed for the Project shall be provided from proceeds derived from the sale of the Bonds. -8- (1) An amount which, together with the income on ® the investment thereof, will be sufficient to effect the refunding will be deposited in an irrevocable escrow account established for th the holders of the Refunded Bonds, and invested in Federal Securi- ties. The principal amounts of such Federal Securities together with the interest earnings thereon will be sufficient to make timely payments of all presently outstanding principal, interest • and redemption premiums, if any, in respect to the Refunded Bonds and all costs associated with the acquisition and subsequent management of such Federal Securities. (2) Such costs of the refunding and of the con- struction or acquisition of the Project shall be deemed to include bond discount, if any, legal expenses, municipal bond insurance, if any, fiscal expenses, expenses for estimates of costs and of revenues, administrative expenses, interest accrued on the Bonds for a reasonable period from the date of issuance thereof, reasonable amounts for reserves, and such other expenses as may be necessary or incidental for the financing authorized by this Resolution. The costs of construction and acquisition of the Project shall be deemed to include but not be limited to, the acquisition of any lands, or interest therein, and of any fix- tures, or equipment, or properties deemed necessary or convenient therefor, architectural/engineering and legal expenses, municipal bond insurance, if any, expenses for financial services or fiscal advisors, expenses for estimates of costs and of revenues, expenses for plans, specifications and surveys, administrative expenses relating to the additions, extensions and improvements authorized by this Resolution, and such other expenses as may be necessary or incidental to the financing authorized by this Resolution and the construction of the Project. F. The principal of and interest on the Bonds and all required sinking fund, reserve and other payments shall be pay- able solely from the Sales Tax to be received by the Issuer and the Investment Income as herein provided. The Issuer shall never be -9- t required to levy ad valorem taxes on any property within its cor- ® porate territory to pay the principal of and interest on the Bonds or to make any of the required sinking fund, reserve or other payments, and such Bonds shall not constitute a lien upon any pro- perty owned by or situated within the corporate territory of the Issuer. G. The estimated Sales Tax and Investment Income to be • ® received by the Issuer will be sufficient to pay all principal of and interest on the Bonds to be issued hereunder, as the same become due, and to make all required sinking fund, reserve or other payments required by this Resolution. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In con- sideration of the acceptance of the Bonds authorized to be issued hereunder 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 and, so long as any of the Bonds are insured by it or held by it as subrogee of such holders following payment on a municipal bond insurance policy, the Municipal Bond Insurer, if any. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protection and security of the legal holders of any and all of such 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 OF REFUNDING OF REFUNDED BONDS AND CONSTRUCTION AND ACQUISITION OF PROJECT. There is hereby authorized the refunding of the Refunded Bonds, in the manner herein provided. There is also hereby authorized the acquisition and construction of the Project in accordance with plans and spe- cifications presently on file or to be on file with the Issuer. SECTION 6. AUTHORIZATION OF BONDS. Subject and pursuant to the provisions of this Resolution, obligations of the Issuer to be known as "Refunding and Improvement Revenue Bonds, Series -10- 1985" are hereby authorized to be issued in the aggregate principal amount of not exceeding Twenty-five Million Dollars ($25,000,000). SECTION 7. DESCRIPTION OF BONDS. The Bonds may be issued ® from time to time in one or more installments; each installment shall be dated as of a date to be fixed by subsequent resolution of the Issuer, but not later than the date of issuance and shall have a letter suffix after the Series designation if there is more than one installment, and each installment may be numbered consecutively from one upward. The Bonds shall be issued in such denominations, shall bear interest at not exceeding the maximum rate authorized by applicable law, payable at such times, and shall mature on such dates and in such years and in such amounts, all as are fixed by subsequent resolution of the Issuer adopted at or prior to the sale of the Bonds. A special description relating to any installment, or portion thereof, of the Bonds may be set forth in parenthesis immediately below the title of the Bonds, in the discretion of the Issuer. The Bonds shall be issued in fully registered form without coupons; may be issued as Current Interest Paying Bonds (including Variable Interest Rate Bonds) or as Capital Appreciation Bonds or Capital Appreciation/Income Bonds and as Serial Bonds or Term Bonds or a combination thereof; shall be payable with respect to both principal and interest at such bank or banks to be determined by the Issuer prior to the delivery of the Bonds; shall be payable in lawful money of the United States of America; and shall bear interest.from such date, but not earlier than the date of the Bonds, as is fixed by resolution of the Issuer adopted at or prior to the sale of the Bonds, payable by mail to the registered owner at his address as it appears on the registration books. If Term Bonds are issued, Amortization Installments therefor may be fixed in the subsequent resolution referred to above. If Capital Appre- ciation Bonds or Capital Appreciation/Income Bonds are issued, Compounded Amounts and other details therefor shall also be fixed in the subsequent resolution referred to above. -11- 40 40 of Notwithstanding any other provisions of this section, the Issuer may, at its option, prior to the date of issuance of any Bonds, 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 8, 11 and 12 of this Resolution shall not be applicable to such book -entry Bonds. The details of any alternative system of Bonds issuance, as described in this paragraph, shall be set forth in a resolution of the Issuer duly adopted at or prior to the sale of any of the Bonds. SECTION 8. EXECUTION AND AUTHENTICATION OF BONDS. The Bonds shall be executed in the name of the Issuer by the Chairman of the Board of County Commissioners and attested by the Clerk of said Board and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The signatures of the Chairman and the Clerk may be either manual or facsimile signatures imprinted or reproduced on the Bonds. The Bond Registrar's Certificate of Authentication shall appear on the Bonds, and no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless such certi- ficate 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 who shall have signed or sealed any of the Bonds shall cease to be such officer of the Issuer before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bonds may be signed and sealed on behalf of the Issuer by such -12- o person as at the actual time of the execution 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. If the Bonds are validated, a certification as to Circuit Court validation, in the form hereinafter provided, shall be exe- cuted with the facsimile signature of any present or future Chairman. i• SECTION 9. NEGOTIABILITY. The Bonds shall be and have all 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 instruments under the laws of the State of Florida. SECTION 10. REGISTRATION. The Bonds shall be issued only as fully registered bonds without coupons. The County shall, prior to the proposed date of delivery of the Bonds, by resolution designate the Bond Registrar and, if applicable, paying agent. The Bond Registrar shall be responsible for maintaining the books for the registration of and for the transfer of the Bonds and, if a bank is so designated, in compliance with an Agreement to be exe- cuted between the Issuer and such bank as Bond Registrar as parties on or prior to the delivery date of the Bonds. Such Agreement shall set forth in detail the duties, rights, and responsibilities of the parties to the Agreement. Upon surrender to the Bond Registrar for transfer or exchange of any Bond, duly endorsed for transfer or accompanied by an assignment or written authorization for exchange, whichever is applicable, duly executed 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 denominations of the same maturity and interest rate -13- -14- for the aggregate principal amount which the Registered Owner is ® entitled to receive, provided, however, that Current Interest Paying Bonds may only be exchanged for new Current Interest Paying Bonds and Capital Appreciation Bonds may only be exchanged for new Capital Appreciation Bonds. All Bonds presented for transfer., exchange, redemption or payment (if so required by the Issuer or the Bond Registrar) shall be accompanied by a written instrument or instruments of transfer • or authorization for exchange, in form and with guaranty of signa- ture satisfactory to the Issuer or the Bond Registrar, duly exe- cuted by the Registered Owner or by his duly authorized attorney. The Bond Registrar or the Issuer may require payment from the Registered Owner or transferee only of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection with any exchange or transfer of the Bonds. Such charges and expenses shall be paid before any such new Bond shall be delivered. Interest shall be paid on such dates as are set forth in a subsequent resolution to the Registered Owner whose name appears on the books of the Bond Registrar as of 5:00 p.m. (local time at the location of the Bond Registrar) on the Record Date. New Bonds delivered upon any transfer or exchange shall be valid obligations of the Issuer., 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 Issuer 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 owner thereof by the Issuer and the Bond Registrar, and any notice to the contrary shall not be binding upon the Issuer or the Bond Registrar. Notwithstanding the foregoing provisions of this Section -14- 40 e• t a► 10, the Issuer reserves the right, on or prior to the delivery of the Bonds, to amend or modify the foregoing provisions relating to registration of the Bonds in order to comply with all applicable laws, rules, and regulations of the United States and/or the State of Florida relating thereto. SECTION 11. DISPOSITION OF OBLIGATIONS 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 or transfer or exchange, such Bond shall, after can- cellation, either be retained by the Bond Registrar for a period of time specified in writing by the Issuer or at the option of the Issuer, shall be destroyed by the Bond Registrar and counter- parts of a certificate of destruction evidencing such destruction shall be furnished to the Issuer. SECTION 12. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer, acting through the Bond Registrar, may in its discretion issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen, or lost, in exchange and substitu- tion for such mutilated Bond, upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Registered Owner fur- nishing proof of his ownership and the loss thereof (if lost, sto- len or destroyed) and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expense as the Issuer and/or the Bond Registrar may incur. All Bonds so surrendered shall be cancelled by the Bond Registrar. If any such Bond shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same, upon 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 Issuer, whether or not the lost, stolen or destroyed -15- 40 Oi Bonds be at any time found by anyone and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien, source and security for payment, pursuant to this Resolution from the funds, as hereinafter pledged, to the same extent as all other Bonds issued under this Resolution. SECTION 13. PROVISIONS FOR REDEMPTION. The Bonds or any portions thereof shall be subject to redemption prior to their respective stated dates of maturity, at the option of the Issuer, at such times and in such manner as shall be determined by sub- sequent resolution adopted prior to the sale thereof. Notice of such redemption shall, at least thirty (30) days prior to the redemption date (i) be filed with the Bond Registrar and paying agent, and (ii) be mailed, postage prepaid, to all Registered Owners of Bonds to be redeemed at their addresses as they appear of record on the books of the Bond Registrar as of forty-five (45) days prior to the date fixed for redemption. Interest shall cease to accrue on any Bond duly called for prior redemption on the redemption date, if payment thereof has been duly provided. The privilege of transfer or exchange of any of the Bonds so called for redemption is suspended for a period commencing 15 days preceding the mailing of the notice of redemption and ending on the date fixed for redemption. SECTION 14. FORM OF BONDS. The text of the Bonds, together with the Bond Registrar's Certificate of Authentication and, if the Bonds are validated, the validation certificate to be endorsed thereon, shall be substantially of the following tenor, with such omissions, insertions and variations as may be necessary and/or desirable and authorized or permitted by this Resolution or any subsequent resolution adopted prior to the issuance thereof, or as may be necessary if the Bonds or a portion thereof are issued as Capital Appreciation Bonds or bear a variable rate of interest, or as may be necessary to comply with applicable laws, rules and regulations of the United States Government and the State of Florida in effect upon the issuance thereof: -16- 4 +� CUSIP: No. $ UNITED STATES ON AMERICA STATE OF FLORIDA ® INDIAN RIVER COUNTY CAPITAL IMPROVEMENT REVENUE BOND, SERIES 1985 RATE OF INTEREST MATURITY DATE DATE OF ORIGINAL ISSUE REGISTERED OWNER: PRINCIPAL AMOUNT: KNOW ALL MEN BY THESE PRESENTS, that ?ndian River County, Florida (hereinafter called "County"), for value received hereby promises to pay to the Registered Owner designated above, or registered assigns, solely from the special funds hereinafter mentioned, on the Maturity Date specified above the principal sum shown above, upon the presentation and surrender hereof at the corporate trust office of , , as Paying Agent and Bond Registrar, and to pay solely from such special funds 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 per annum set forth above, pay- able on , 19—, and semiannually (quarterly) thereafter on and in each year, by check or draft mailed to the registered owner at his address as it appears, at 5:00 P.M.. on the fifteenth day of the month preceding the appli- cable interest payment date, on the registration books of the County kept by the Bond Registrar. The principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. This bond is one of an authorized issue of bonds in the aggregate principal amount of not exceeding $25,000,000 of like tenor and effect, except as to installment, date, number, interest rate, redemption provisions and date of maturity, issued -17- -18- to finance the cost of refunding the County's outstanding Capital ® Improvement Revenue Bonds, Series 1980, dated April 1, 1980, and Capita]. Improvement Revenue Bonds, Series 1981, dated October 1, 1981, and the cost of constructing and acquiring certain capital improvements in the County, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapters 125 and 279, Florida Statutes, County Home Rule Ordinance No. 77-19, enacted August 3, •s . 1977, as amended, and other applicable provisions of law, and a Resolution duly adopted by the Hoard of County Commissioners on the day of , 1985, as supplemented (hereinafter called the "Resolution"), and is subject to all the terms and conditions of such Resolution. This bond and the interest thereon are payable solely from and secured by a first lien upon and pledge of the proceeds of the Sales Tax, as defined in the Resolution, received by the County and the income from the investment of monies held in the funds and accounts established by Section 17 of the Resolution, in the manner provided in the Resolution. This bond does not constitute an indebtedness of the County within the meaning of any constitutional or statutory provision or limitation. It is expressly agreed by the holder of this bond that such holder shall never have the right to require or compel the levy of ad valorem taxes for the payment of the principal of and interest on this bond or for the making of any sinking fund or other payment provided for in the Resolution. This bond and the indebtedness evidenced thereby shall not constitute a lien upon any property of or in the County, but shall constitute a lien only upon the Revenues of the System, in the manner provided in said 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 -18- -19- THIS SIDE.") 40 This bond may be transferred only upon the books of the County kept by the Bond Registrar under. the Resolution 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 a sum sufficient to cover any tax, fee or governmental charge, if any, that may be imposed in connection with any such exchange, as provided in the Resolution, and upon surrender and cancellation of this bond. Upon any such transfer, there shall be executed in the name of the transferee, and the Bond Registrar shall deliver, a new registered bond or bonds in the same aggregate principal amount and series, maturity and interest rate of the authorized denominations as the surren- dered bond. In like manner, subject to such conditions and upon the payment of a sum sufficient to cover any tax, fee or governmental charge, if any, that may be imposed in connection with any such exchange, the Registered Owner of any bond or bonds may surrender the same (together with a written instrument of transfer satisfac- tory to the Bond Registrar duly executed by the Registered Owner or his duly authorized attorney) in exchange for an equal aggregate principal amount of fully registered bonds of the same series and maturity of any other authorized denominations. It is hereby certified and recited that all acts, con- ditions and things required to exist, to happen and to be per- formed precedent to and in the issuance of this bond exist, have happened and have been performed in regular and due form and time as required by the Statutes and Constitution of the State of Florida applicable thereto; and that the issuance of this bond and of the issue of bonds of which this bond is one, does not violate any constitutional or statutory limitation. (Insert redemption provisions) Notice of such redemption shall be given in the manner -19- required by the Resolution. ® This bond is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida. 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 manual or facsimile signature of the Chairman of the Board of County Commissioners, and its corporate seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon and attested by the manual or facsimile signature of the Clerk of said Board, all as of the day of , 19 (SEAL) ATTEST: INDIAN RIVER COUNTY, FLORIDA Chairman, Board of County Commissioners Clerk, Board of County Commissioners BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This bond is one of the bonds of the issue described in the within -mentioned Resolution. Date of Authentication -20- As Bond Registrar By Authorized Signature (To be used if Bonds are validated) s VALIDATION CERTIFICA'T'E This bond is ono of a series of bonds which were vali- dated and confirmed by judgment of the Circuit Court for Irdian • River County, Florida, rendered on the day of , 19 Chairman, Board of County � ® Commissioners of Indian River County, Florida The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in UNIF GIF MIN ACT - common (Cust.) TEN ENT - as tenants by the Custodian for entireties (Minor) JT TEN - as joint tenants with under Uniform Gifts to Minors Act right of survivorship of and not as tenants in (State) common Additional abbreviations may also be used though not in list above. -21- s ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to PLEASE INSERT NAME, ADDRESS AND 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 thereof, with full power of substi- tution in the premises. Dated: Signature guaranteed: (Bank, Trust Company or Firm) (Authorized Officer) -22- NOPICE: 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. SECTION 15. APPLICATION OF BOND PROCEEDS. The proceeds, El including accrued interest and premium, if any, received from the 40 sale of any or all of the Bonds shall be applied by the Issuer simultaneously with their delivery to the purchaser thereof, as follows: A. The accrued interest plus, at the option of the Issuer, an amount which, together with such accrued interest, will equal the amount of interest on the Bonds for a reasonable period of time from the date of issuance of the Bonds, shall be deposited in the Sinking Fund herein created and shall be used only for the pur- pose of paying interest becoming due on the Bonds. B. At the option of. the Issuer, a sum or bond insurance policy meeting the requirements of Section 17B(4) which, together with other legally available funds of t1ie Issuer deposited therein on the date of delivery of the Bonds, will equal the Maximum Debt Service Requirement on the Bonds shall be deposited into the Reserve Account hereinafter created and established. C. To the extent not paid or reimbursed therefor by the original purchaser of the Bonds, the Issuer shall pay all costs and expenses in connection with the preparation, issuance and sale of the Bonds. D. A sum specified in the Escrow Deposit Agreement which together with the other funds described in the Escrow Deposit Agreement to be deposited in escrow, and together with the invest- ment income thereon, will be sufficient to pay the principal of, interest and redemption premiums, if any, on the Refunded Bonds as the same shall become due or may be redeemed, shall be deposited into the Escrow Account established by the Escrow Deposit Agreement in the respective amounts sufficient for such purposes. Further, an amount sufficient to pay the costs and expenses incurred in con- nection with the issuance and sale of the Bonds may be deposited in a separate Expense Account and disbursed under the Escrow Deposit Agreement, if not paid under C above. Such funds shall be kept separate and apart from all other -23- funds of the Issuer, and shall be withdrawn, used and applied by EON the Issuer solely for the purposes set forth herein and in the do Escrow Deposit Agreement. All such proceeds shall be an6 consti- tute trust funds for such purposes and there is hereby created a lien in favor of the holders of the Bonds upon such moneys until so applied. Simultaneously with the delivery of the portion of the ® Bonds necessary to accomplish the refunding program specified in this Resolution, the Issuer shall enter into the Escrow Deposit Agreement in such form as shall be fixed by subsequent resolution of the Issuer adopted prior to the issuance of the Bonds, with a bank or trust company approved by the Issuer, which shall provide for the deposit of sums into the Escrow Account established there- in, and for the investment of such moneys in appropriate Federal. Securities so as to produce sufficient funds to make all of the payments described in the first paragraph of this subsection 15D of this Resolution. At the time of execution of the Escrow Deposit Agreement, the Issuer shall furnish to the Escrow Holder named therein appropriate documentation to demonstrate that the sums being deposited and the investments to be made will be suf- ficient for such purposes. E. The balance of such funds shall be deposited into the "Indian River County 1985 Refunding and Improvement Revenue Bonds Construction Fund" (hereinafter called "Construction Fund") hereby created, and used only for payment of the costs of the Project. Any funds on deposit in the Construction Fund which, in the opinion of the Issuer, are not immediately necessary for expen- diture may be invested in Authorized Investments, as herein defined, maturing at such times as the moneys in the Fund will be needed for their intended purposes. All income derived from such investment of funds shall be retained in the Construction Fund and used for the Project until the Project has been completed, at which time any balance remaining in the Construction Fund, shall, at the option of the Issuer, be used for other capital -24- 1 do improvements in the County or deposited in the Revenue Fund. All expenditures or disbursements from the Construction Fund shall be made only after such expenditures or disbursements shall have been • approved in writing by the County Administrator or his designee. The date of the completion of the Project shall be determined by a Qualified Independent Consultant who shall certify such fact in writing to the governing body of the Issuer. 0 em Such funds shall be kept separate and apart from all other funds of the Issuer and such moneys shall be used and applied by the Issuer solely for the purposes set forth herein and in the Escrow Deposit Agreement. All such proceeds shall be and consti- tute trust �unds for such purposes and there is hereby created a lien in favor of the Holders of the Bonds upon such money until so applied. SECTION 16. SPECIAL OBLIGATIONS OF ISSUER. Neither the Bonds nor interest thereon shall be or constitute a general indeb- tedness of the Issuer within the meaning of any constitutional or statutory provision or limitation, but shall be payable solely from and secured by a first lien upon and a pledge of the Sales Tax and the Investment Income as herein provided. No holder or holders of any Bonds issued hereunder shall ever have the right to require or compel the exercise of the ad valorem taxing power of the Issuer or taxation in any form of any property therein for payment thereof, or be entitled to payment of such principal and interest from any other funds of the Issuer except from the Sales Tax in the manner provided herein. Until payment has been provided for as herein permitted, the payment of the principal of and interest on the Bonds shall be secured forthwith equally and ratably by an irrevocable first lien on the Sales Tax, as defined herein, and on the Investment Income, prior and superior to all other liens or encumhrances on such Sales Tax and Investment Income and the Issuer does hereby irrevocably pledge such Sales Tax and Investment Income to the payment of the principal of and interest on the Bonds, the reserves -25- 40 •0 therefor, and for all other required payments. SECTION 17. COVENANTS OF THE ISSUER. For as long as any of the principal of and interest on any of the Bonds shall be out- standing and unpaid, or until payment has been provided for as herein permitted, or, except as provided under Section 24 hereof, until there shall have been set apart in the Sinking Fund and the Reserve Account, a sum sufficient to pay when due the entire prin- cipal of the Bonds remaining unpaid, together with interest accrued or to accrue thereon, the Issuer covenants with the holders of any and all Bonds as follows: A. REVENUE FUND. All of the proceeds of the Sales Tax shall, upon receipt thereof, be deposited in the "Indian River County Refunding and Improvement Revenue Bonds Revenue Fund" (hereinafter called "Revenue Fund"), hereby created and established. Such Revenue Fund shall constitute a trust fund for the purposes herein provided, and shall be kept separate and distinct from all other funds of the Issuer and used only for the purposes and in the manner herein provided. B. DISPOSITION OF SALES TAX. All proceeds of the Sales Tax at any time remaining on deposit in the Revenue Fund shall be disposed of on or before the 25th day of each month, commencing in the month immediately following the delivery of the Bonds only in the following manner and in the following order of priority: (1) The Sales Tax shall first be applied and allo- cated to a separate fund which is hereby created and designated "Indian River County Refunding and Improvement Revenue Bonds Sinking Fund" (hereinafter called "Sinking Fund"), in such sums as will be sufficient to pay an equal monthly amount of all interest becoming due on the Current Interest Paying Bonds on the next interest payment date therefor (if Bonds with a variable rate of interest are outstanding the Issuer shall deposit in lieu of the monthly interest deposit described above, the interest actually accruing on such Bonds for such month, assuming the interest rate thereon on the first day of such month will continue through the -26- end of such month, plus any deficiencies in interest deposits for • the preceding month) one-sixth (1/6) or one -twelfth (1/12), as the rase may be, of all principal maturing on the Current Interest Paying Serial Bonds authorized herein on the next maturity date, and one-sixth (1/6) or one -twelfth (1/12), as the case may be, of the Compounded mount next becoming due on any Serial Capital Appreciation Bonds whether by reason of maturity !.!B or earlier redemption thereof, to be subsequently determined by resolution of the Issuer prior to the delivery of the particular issue of Bonds, and an amount sufficient to pay the fees and charges of the Bond Registrar and paying agents. In the event the first interest payment date or first principal maturity date shall occur either more or less than six (6) months or twelve (12) months, as the case may be, after the delivery of any of the Bonds, then the payments required above shall be adjusted accor- dingly to provide for the payment of such principal and interest. On a parity therewith, Revenues shall simultaneously be applied and allocated to the "Refunding and Improvement- Revenue Bonds, Bond Amortization Fund" (hereinafter called "Bond Amortization Fund"), hereby created and established, to the extent required, in such sums as will be equal to one-sixth (1/6) of the amount of the Amortization Installment required to be made on the next semian- nual payment date or one -twelfth (1/12) of the Amortization Installment required to be made on the next annual payment date for Term Bonds. Such allocations shall be credited to a separate special account for each series of Term Bonds outstanding, and if there shall be more than one stated maturity for Term Bonds of a series, then into a separate special account in the Bond Amortization Fund for each such separate maturity of Term Bonds. The Amortization Installments may be due either annually or semi- annually, but in an_v event. the required payments as set forth above shall be made monthly commencing in the first month which is six (6) months or twelve (12) months, as the case may be, prior to the date on which the Amortization Installment is -27- required to be made pursuant to this subsection (2). Failure to ®� make any such application and allocation into the Bond Amortization Fund on the due date thereof shall constitute an ®'m event of default under this Resolution. Credit shall be allowed against the total interest, Amortization Installments and principal due on the next interest and principal payment dates, respectively, for any other funds on • ® R hand and available for such purposes in the Sinking Fund and Bond Amortization Fund. Upon the sale of any series of Term Bonds, the Issuer shall, by resolution, establish the amounts and maturities of such Amortization Installments for each series, and if there shall be more than one maturity of Term Bonds within a series, the Amortiza- tion Installments for the Term Bonds of each maturity. (3) Moneys remaining in the Revenue Fund shall next be applied by the Issuer to maintain in a Reserve Account in the Sinking Fund, which Reserve Account is hereby created and established, a sum equal to the Maximum Debt Service Requirement on the Bonds. Such sum may initially be deposited therein from the proceeds of sale of the Bonds or the Issuer may deposit into such Reserve Account, not later than the 25th day of each month, 1/12 of 20% of the Maximum Debt Service Requirement. No further application or allocation of funds shall be required to be made into said Reserve Account- as long as there shall remain on deposit therein (including any Reserve Account insurance policy as described below) a sum equal to the Maximum Debt Service Requirement on the Bonds. The value of the Reserve Account, including investments on deposit in the Reserve Account, shall be determined annually on the first day of the Fiscal Year by an Independent Qualified Consultant, who may be the Accountant, using the fair market method of valuation. Notwithstanding the foregoing provisions, in lieu of the required deposits into the Reserve Account, the Issuer may cause to be deposited into the Reserve Account either a municipal bond -28- insurance policy issued by a reputable and recognized Municipal 4! Bond Insurer with the highest rating from A.M. Best & Company, or a reserve account letter of credit from a bank or trust company • 4 whose letter of credit results in the rating of municipal obliga- tions in one of the three (3) highest categories of either Moody's Investors Service or Standard and Poors, Inc., in an amount equal to the difference between the Maximum Debt Service Requirement and the sums then on deposit in the Reserve Account, if any, which Reserve Account- insurance policy shall be payable or available to be drawn upon, as the case may be (upon the giving of notice as required thereunder), on any Bond interest payment date on which a deficiency exists which cannot be cured by money in any other fund or account held pursuant to this Resolution and available for such purpose. If a disbursement is made under the Reserve Account insurance policy, the Issuer shall be obligated to either reinstate the maximum limits of such Reserve Account insurance policy immediately following such disbursement, to the Maximum Debt Service Requirement, or to deposit into the Reserve Account from the Revenues, as herein provided, funds in the amount of the disbursement made under such Reserve Account insurance policy, or a combination of such alternatives as shall equal the Maximum Debt Service Requirement. Moneys in the Reserve Account shall be used only for the purpose of the payment of maturing Amortization Installments or principal of or interest on the Bonds when the other moneys allo- cated to the Sinking Fund and Bond Amortization Fund are insuf- ficient therefor, and for no other purpose. However, upon the valuation of the Reserve Account in each year, if the moneys applied and allocated to the Reserve Account (except investment income to be deposited into the Revenue Fund as hereinafter provided) exceed the Maximum Debt Service Requirement on all then outstanding Bonds, such excess may be withdrawn and released to the Issuer. The Issuer may, at its option, upon the issuance of -29- Additional Parity Obligations, create and establish a separate Reserve Account for each series of Additional Parity Obligations, and any Reserve Account so established shall be for the exclusive • benefit of the Registered Owners of the applicable series of such Additional Parity Obligations; however, in such event such Registered Owners of a series of Bonds shall have no right to require payment of the principal of, Amortization Installments for 6_6 or interest on any Bonds held by them, from the Reserve Account created for any other series of Bonds. Such separate Reserve Accounts may be funded in the same manner as the Reserve Account herein created. (5) Upon the issuance of any Additional Parity Obligations under the terms, limitations and conditions as herein provided, the applications and allocations into the Sinking Fund (including the Reserve Account if no separate Reserve Account is funded), and if Term Bonds are issued, into the Bond Amortization Fund, shall be increased in such amounts as are necessary to make the payments required above for the principal of and interest on such Additional Parity Obligations, and, if Term Bonds are issued, the Amortization Installments with respect thereto, all on the same basis as hereinabove provided with respect to the Bonds initially issued under this Resolution. The Issuer shall not be required to make any further applications or allocations to the Sinking Fund, the Bond fUnorti- zation Fund or the Reserve Account when the aggregate sums applied and allocated thereto are and remain at least equal to the sum of all of the annual Debt Service Requirements then due and becoming due in all ensuing years for the Bonds then outstanding, plus the amount of redemption premiums, if any, then due and thereafter to become due on the Bonds then outstanding by operation of the Bond Amortization Fund_ (7) Thereafter the balance of any revenues re- maining after the above required payments (including deficiencies for prior payments) have been made may be used by the Issuer for -30- any lawful purpose. (8) The Revenue Fund, the Sinking Fund, the [fond Amortization Fund and the Reserve Account and any other special funds herein established and created shall constitute trust funds for the purposes provided herein for such funds. All such funds shall be continuously secured in the same manner as municipal depo- sits are authorized to be secured by the laws.of the State of GA M Florida. Moneys on deposit in the Revenue Fund, the Sinking Fund and the Bond Amortization Fund may be invested and reinvested only in Authorized Investments, as herein defined, maturing not later than the date on which the moneys therein will be needed. The moneys in the Reserve Account, to the extent that the yield on the investment thereof is not restricted pursuant to regulation of the Internal Revenue Service relating to "arbitrage bonds", may be invested and reinvested only in Federal Securities set forth in Subsection 2M(i) hereof, provided such investments mature not later than the final maturity date of the Bonds. Any and all income received by the Issuer from all such investments be deposited into the Revenue Fund on the next business day following the receipt thereof. The cash required to be accounted for in each of the foregoing funds established herein may be deposited in a single bank account, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the cash on deposit therein for the various purposes of such funds as herein provided. The designation and establishment of the various funds in and by this Resolution shall not be construed to require the establishment of any comple- tely independent, self -balancing funds, as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets of the System for certain purposes to establish certain priorities for application of such revenues and assets as herein provided. C. OPERATION OF BOND AMORTIZATION FUND. Moneys held -31- a • l for the credit of the Bond Amortization Fund shall be applied to ® the retirement of Term Bonds as follows: (1) Subject to the provisions of paragraph (4) be- low, the Issuer shall endeavor to purchase Term Bonds then out- standing, at the most advantageous price obtainable with reasonable diligence, such price not to exceed the principal of such Term Bonds and the redemption premium which would be applicable if the • moneys applied to such purchase were otherwise applied to the re- demption of Term Bonds under paragraphs (2) or (3) below. The Issuer shall pay the interest accrued on such Term Bonds to the date of delivery thereof from the Sinking Fund and the purchase price from the Bond Amortization Fund, but no such purchase shall be made by the Issuer within the period of forty-five (45) days immediately preceding any interest payment dt.ce on which such Term Bonds are subject to call for redemption except from moneys in excess of the amounts set aside or deposited for the redemption of Term Bonds. (2) Subject to the provisions of paragraphs (4) be- low, the Issuer shall call for redemption on each interest payment date on which Term Bonds are subject to redemption from moneys in the Bond Amortization Fund such amount of Term Bonds then subject to redemption as will exhaust the moneys then held in the Bond Amortization Fund as nearly as may be practicable. Prior to call- ing Term Bonds for redemption the Issuer shall withdraw from the Sinking Fund and from the Bond Amortization Fund and set aside in separate accounts or deposit with the Paying Agents the respective amounts required for paying the interest on the Term Bonds so called for redemption. (3) Moneys in thd''Bond Amortization Fund shall be applied by the Issuer in each Fiscal Year to the retirement of Term Bods then outsLandiny in the following order: (i) The Term Bonds of each series to the extent of the Amortization Installment, if any, for such Fiscal Year for the Term Bonds of each such series then outstanding and, if the amount -32- 0 (4) The Issuer shall deposit into the Bond Amorti- zation Fund Amortization Installments for the amortization of the principal of the Current Interest Paying Term Bonds of any series, and for the payment of the Compounded Amounts for the Capital Appreciation Term Bonds of any series, together with any defi- ciencies for prior required deposits into the Bond Amortization Fund, such Amortization Installments to be in such amounts (or calculable amounts) and to be due on such date or dates and in such years as shall be determined by resolution of the governing body of the Issuer at or prior to the sale of. the Bonds of such series. With respect to Capital Appreciation Term Bonds, Soub Paragra by ( 1) through ( 3 ) above shall not apply. After all other required payments have been made, the Issuer shall pay from the Revenue Fund all expenses in connection with any such purchase or redemption. -33- available in such Fiscal Year shall not be sufficient therefor, 40 then in proportion to the Amortization Installment, if any, for such Fiscal Year for the Terra Bonds of each such series then out- standing, provided, however, that if the 'term Bonds of any series shall not then be subject to redemption from moneys in the Bond Amortization Fund and if the Issuer shall at any time be unable to exhaust the moneys applicable to the Term Bonds of such series S under the provisions of this clause (i) in the purchase of such Term Bonds under the provisions of paragraph (1) above, such moneys or the balance of such moneys, as the case may be, shall be re- tained in the Bond Amortization Fund and, as soon as it is feasible, applied to the retirement of Term Bonds of such series; and (ii) any balance then remaining, other than moneys retained under clause (i) of this paragraii, shall be applied to the retirement of, the Bonds as the Issuer in its sole discretion shall. determine, but only in the case of the redemption of Bonds of any series, in such amounts and on such terms as may be pro- vided in the resolution authorizing the issuance of the Bonds of such series. (4) The Issuer shall deposit into the Bond Amorti- zation Fund Amortization Installments for the amortization of the principal of the Current Interest Paying Term Bonds of any series, and for the payment of the Compounded Amounts for the Capital Appreciation Term Bonds of any series, together with any defi- ciencies for prior required deposits into the Bond Amortization Fund, such Amortization Installments to be in such amounts (or calculable amounts) and to be due on such date or dates and in such years as shall be determined by resolution of the governing body of the Issuer at or prior to the sale of. the Bonds of such series. With respect to Capital Appreciation Term Bonds, Soub Paragra by ( 1) through ( 3 ) above shall not apply. After all other required payments have been made, the Issuer shall pay from the Revenue Fund all expenses in connection with any such purchase or redemption. -33- D. BOOKS AND RECORDS. The Issuer shall maintain books • and records of the receipt and disbursements of the Sales Tax received by it and any Bondholder shall have the right at all • reasonable times to inspect all records, accounts and data of the Issuer relating thereto. E. ANNUAL AUDIT. The Issuer shall, immediately after the close of each Fiscal Year, cause the books, records and accounts relating to the Sales Tax to be properly audited by a recognized independent firm of certified public accountants, and shall require the auditors to complete their reports within one hundred eighty (180) days after the close of the Fiscal Year. Such audits shall contain, but not be limited to, the statements required by generally accepted accounting principles applicable to governmental units, and a certificate by the auditors disclosing any default on the part of the Issuer of any covenant herein. A copy of such annual audit shall be made available to any Bondholder upon request. F. NO IMPAIRMENT OF SALES TAX PLEDGE. The Issuer will not take any action which will impair or adversely affect in any manner the pledge of the Sales Tax and Investment Income made herein or the rights of the Holders of the Bonds issued pursuant to this resolution. The Issuer shall be unconditionally and irrevo- cably obligated, so long as any of the Bonds or the interest thereon are outstanding and unpaid, to take all lawful action necessary or required to continue to entitle the Issuer to receive the Sales Tax to pay the principal of and interest on the Bonds and to make the other payments provided for herein. G. EVENTS OF DEFAULT. It shall be an event of default under this Resolution if: (1) The Issuer shall fail to pay the principal, Amorti- zation Installments and interest on the Bonds when due, whether at maturity, by call for mandatory redemption, or otherwise. (2) The Issuer shall fail to deposit or pay within ten (10) days after the due date thereof any other required deposit or -34- C] • •• payment under this Resolution; (3) The Issuer shall fail to comply with any other cove- nant made in this Resolution, which failure shall continue for more than thirty (30) days; or (4) a decree or order for relief under the Federal Bankruptcy Code shall have been entered with respect to the Issuer; or any order or decree by a court having jurisdiction shall have been entered: (i) adjudging the Issuer bankrupt or insolvent under any similar applicable state or Federal law and any such order for relief, decree or order shall have continued undischarged and unstayed for a period of ninety (90) days; or (ii) providing for the appointment of a receivor or trustee or assignee in bankruptcy or insolvency of the Issuer shall have been entered and such decree or order shall have remained in force undischarged and unstayed for a period of ninety (90) days. H. REMEDIES. Any holder of Bonds issued under the provi- sions hereof or any trustee acting for the holders of such Bonds 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, and may enforce and compel the performance of all duties herein required or by any applicable statutes to be performed by the Issuer or by any officer thereof, including, but not limited to, the duty of the Issuer to remedy any event of default herein prescribed. Nothing herein, however, shall be construed to grant to any holder of such Bonds any lien on any property of or within the corporate boundaries of the Issuer. I. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not issue any other obligations, except under the conditions and in the manner provided herein, payable from the Sales Tax and Investment Income, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having -35- The foregoing provision notwithstanding, except in the 0 case of a complete refunding of all of the Bonds issued hereunder and then outstanding, Additional Parity Obligations may be issued to refund a series of Bonds or any portion of a series of Bonds, including any maturity or portion of a maturity within any series of Bonds, or any combination thereof, without compliance with the above paragraph so long as the Debt Service Requirement, as defined Oi herein, in each Fiscal Year after the refunding does not exceed in each and every case the Debt Service Requirement, as defined herein, in each Fiscal Year before the refunding, as determined by the Accountant, whose certificate to that effect shall be fur- nished to the Issuer. prior to the delivery of the Additional Parity Refunding Obligations. (2) For purposes of determining the Maximum Debt Service Requirement for the issuance of Additional Parity Obligations which will bear a variable rate of interest, the interest on such pro- posed Additional Parity Obligations shall be deemed to be the interest rate quoted in The Bond Buyer 20 General Obligation Bond Index for the last week of the month preceding the date of sale of such Additional Parity Obligations, as published in The Bond Buyer or if that index is no longer published, an interest rate equal to 80% of the yield for outstanding Treasury bonds having an equiva- lent maturity as the Additional Parity Obligations proposed to be issued, or if there are no such Treasury bonds having equivalent maturities, 80% of the lowest prevailing prime rate of any of the five largest commercial banks in the United States ranked by assets. -If none of the foregoing are available, such interest rate shall be that selected by a Qualified Independent Consultant. If Additional Parity Obligations are payable at the option of the holder, the "put" date or dates shall be ignored and the stated maturity dates thereof shall be used for purposes of calculating the Maximum Debt Service Requirement for such variable rate Additional Parity Obligations. (3) Each resolution authorizing the issuance of Additional -37- Parity Obligations will recite that all of the covenants herein contained will be applicable to such Additional Parity Obligations. (4) The Issuer shall not be in default in performing any • of the covenants and obligations assumed hereunder., and all pay- ments herein required to have been made into the accounts and funds, as provided hereunder, shall have been made to the full extent required. 0® (5) The Issuer covenants that it will not issue Designated Maturity Bonds (as defined in Subsection 2 K(2)(ii) hereof) as Additional Parity Obligations as long as Bonds insured by a Municipal Bond Insurer remain outstanding unless (i) the Issuer obtains the consent of such Municipal Bond Insurer to such issuance, which consent shall not be unreasonably withheld or (ii) the Issuer. covenants at the time of issuanc, of such Designated Maturity Bonds either to establish a credit facility which insures payment of the principal of such Bonds on the date of maturity thereof or to refund such Bonds, in either case at a date not later than five years preceding the stated maturity thereof. The foregoing covenant relating to Designated Maturity Bonds shall also apply to any installments of bonds originally issued under this Resolution after the initial installment, which are not required to meet the above stated parity test. K. ARBITRAGE. No use will be made of the proceeds of the Bonds which, if such use were reasonably expected on the date of issuance of the Bonds, would cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1954. The Issuer at all times while the Bonds and the interest thereon are outstanding will comply with the requirements of Section 103(c) of the Internal Revenue Code of 1954 and any valid and applicable rules and regulations promulgated thereunder. L. PAYMENT FROM SALES TAX AND INVESTMENT INCOME. The Issuer will duly and punctually pay or cause to be paid from the Sales Tax and the Investment Income, the principal of, and interest and premium, if any, on the Bonds. -38- 4 SECTION 18. MODIFICATION OR AMENDMENT. No adverse :43 material modification or amendment of this Resolution or of any ordinance or resolution amendatory hereof or supplemental hereto • may be made without the consent in writing of the Holders of fifty- one percent (51%) or more in principal amount of the Bonds of each series then outstanding; provided, however, that in the event the Issuer obtains a policy of municipal bond insurance covering the Bonds of a series, then only the consent of the Municipal Bond Insurer for such Bonds shall be required; provided, further, that no modification or amendment shall permit a change in the maturity of the Bonds or a reduction in the rate of interest thereon or in the amount of principal obligation thereof or affecting the promise of the Issuer to pay the principal of and interest on the Bonds as the same shall become due from the Sales Tax and Investment Income or reduce the percentage of the Holders of the Bonds required to consentto any adverse material modifica- tion or amendment hereof without the consent of the Holders of all Bonds or the Municipal Bond Insurer, if any, of each series, as the case may be; and provided further that the Issuer may at any time amend this Resolution to provide for the issuance or exchange of Bonds in coupon form, if and to the extent that doing so will not affect the tax exempt status of the interest on the Bonds. SECTION 19. SALE OF BONDS. The Bonds shall be issued and sold at public or private sale at one time or in installments from time to time and at such price or prices consistent with the provisions of the Act and the requirements of this Resolution as the Issuer shall hereafter determine by resolution; provided, that the first installment of the Bonds shall be sold and delivered only if the proceeds will be sufficient together with other funds of the Issuer, to effect the refunding program described in Section 3 of this Resolution. SECTION 20. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein con- tained shall be held contrary to any express provision of law or -39- contrary to the policy of express law, though not expressly prohi- 40 bited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provi3ions 40 shall be null and void and shall be deemed separable from the re- maining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Bonds issued hereunder. 66 SECTION 21. PUBLICATION OF NOTICE OF REFUNDING. Within thirty (30) days after the delivery of the first installment of the Bonds, the Issuer shall cause to be published one time in a newspaper or journal of general circulation in the City and State of New York, a notice of the advance refunding of the Refunded Bonds. S13CTION 22. VALIDATION AUTHORIZED. In the event the Chairman shall determine, with the advice of the County Attorney and Bond Counsel, that the Bonds shall be validated, then the County Attorney is authorized to institute appropriate proceedings for the validation of the Bonds and the proper officers of the Issuer are authorized to verify on behalf of the Issuer any pleadings in such proceedings. SECTION 23. USE OF FUNDS SET ASIDE FOR REFUNDED BONDS. The moneys and investments in the funds and accounts established in the proceedings authorizing the issuance of the Refunded Bonds shall be transferred to one or more of the corresponding funds and accounts established in this Resolution or, at the option of the Issuer, shall be deposited in escrow for payment of the Refunded Bonds pursuant to the Escrow Deposit Agreement described in Section 15 hereof. The distribution of such moneys and investments among the various accounts, funds and Escrow Deposit Agreement shall be made as determined by the Issuer prior to the delivery of any of the Bonds. SECTION 24. DEFEASANCE. If, at any time, the Issuer shall have paid, or shall have made provision for payment of, the prin- cipal, interest and redemption premiums, if any, with respect to -40- 40 • i all of the Bonds, or the Bonds of any series or portion of a series or any maturity or portion of a maturity of a series, then, and in that event, the pledge of and lien on the Sales Tax and Investment Income in favor of the Holders of such Bonds shall be no longer in effect. For purposes of the preceding sentence, deposit of Federal Securities, as herein defined, in irrevocable trust with a banking institution or trust company, for the sole benefit of such Bond- iaholders, in respect to which such Federal Securities, the principal and interest received will be sufficient to make timely payment of the principal, interest, and redemption premiums, if any, on such Bonds, shall be considered "provision for payment". Nothing herein shall be deemed to require the Issuer to call any of the outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, '.r to impair the discre- tion of the Issuer in determining whether to exercise any such option for early redemption. SECTION 25. REPEAL OF INCONSISTENT ORDINANCES AND RESO-- LUTIONS. All ordinances or resolutions or parts thereof in con- flict herewith shall, upon the date of issuance of any of the Bonds authorized hereunder, stand repealed to the extent of such conflict. SECTION 26. EFFECTIVE DATE. This Resolution shall take effect immediately upon its passage. G . i::; 9 4� ATTEST: Vice Chairman, Board of County Commissioners Adopted .duly 10, 1985 -41-