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HomeMy WebLinkAbout1985-078BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA (the "Board"), that: SECTION 1. AUTHORITY FOR RESOLUTION. This resolution is adopted pursuant to the provisions of Chapter 125, Florida Statutes, Indian River County Ordinance No. 77-19, duly enacted by the Board on August 3, 1977, as amended, and other applicable provisions of law. SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires. 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. "Act" shall mean Chapter 125, Florida Statutes, Indian River County Ordinance No. 77-19, duly enacted by the Board on August 3, 1977, as amended, and other applicable provi- sions of law. B. "Additional Parity Obligations" shall mean addi- tional obligations issued in compliance with the terms, conditions and limitations contained in this resolution and which shall have an equal lien on the Pledged Funds. C. "Amortization Installment," with respect to any Term Bonds of a series, shall mean an amount or amounts so designated which is or are established for the Term Bonds of such series, provided that the aggregate of such Amortization Installments for each maturity of Term Bonds of such series shall equal the aggre- -1- RESOLUTION NO. 85_78 ® 4 A RESOLUTION PROVIDING FOR THE CONSTRUCTION AND EQUIPMENT OF A PUBLIC GOLF COURSE IN INDIAN RIVER COUNTY, FLORIDA; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $4,200,000 RECREATIONAL REVENUE BONDS, SERIES 1985, TO FINANCE THE COST THEREOF; AND PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH BONDS FROM THE NET REVENUES TO BE DERIVED FROM THE OPERATION OF THE GOLF COURSE, THE RACETRACK FUNDS AND JAI ALAI FRONTON FUNDS ACCRUING ANNUALLY TO INDIAN RIVER COUNTY, FLORIDA, PURSUANT TO LAW, AND CERTAIN S INVESTMENT INCOME. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA (the "Board"), that: SECTION 1. AUTHORITY FOR RESOLUTION. This resolution is adopted pursuant to the provisions of Chapter 125, Florida Statutes, Indian River County Ordinance No. 77-19, duly enacted by the Board on August 3, 1977, as amended, and other applicable provisions of law. SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires. 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. "Act" shall mean Chapter 125, Florida Statutes, Indian River County Ordinance No. 77-19, duly enacted by the Board on August 3, 1977, as amended, and other applicable provi- sions of law. B. "Additional Parity Obligations" shall mean addi- tional obligations issued in compliance with the terms, conditions and limitations contained in this resolution and which shall have an equal lien on the Pledged Funds. C. "Amortization Installment," with respect to any Term Bonds of a series, shall mean an amount or amounts so designated which is or are established for the Term Bonds of such series, provided that the aggregate of such Amortization Installments for each maturity of Term Bonds of such series shall equal the aggre- -1- r - 4D of gate principal amount of each maturity of Term Bonds of such series delivered on original issuance. D. "Authorized Investments" shall mean any of the following if and to the extent the same are at the time legal for investment of county funds; (1) direct obligations of or obliga- tions unconditionally guaranteed by the United States of America; (2) time deposits represented by certificates of deposit fully secured in the manner provided by the laws of the State of Florida; (3) repurchase agreements between the Issuer and "qualified public depositories," as defined in Chapter 280, Florida Statutes, or between the Issuer and any government bond dealer recognized 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 agreements are fully secured by obligations described in (1) above that have been physically delivered to a third party agent and are held in the name of the Issuer; or (4) any other investments specified by Section 125.31, Florida Statutes. E. "Board" shall mean the Board of County Commissioners of Indian River County, Florida. F. "Bond Registrar" shall mean a bank or trust company, located within or without the State of Florida, which shall main- tain the registration books of the Issuer and which shall be responsible for the transfer and exchange of the Bonds. G. "Bonds" shall mean the Recreational Revenue Bonds, Series 1985, herein authorized to be issued, together with any Additional Parity Obligations. H. "Bond Service Requirement" for any Bond 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 Bonds of such series during such Bond Year. (2) The amount required to pay the principal of Serial Bonds of such series maturing in such Bond Year. (3) The Amortization Installment for the Term Bonds of -2- such series for such Bond Year. In computing the Bond Service 4D Requirement for any Bond Year, the Issuer shall assume that an amount of the Term Bonds of such series equal to the Amortization ® Installment for the Term Bonds of such series for. such Bond Year will be retired by purchase or redemption in such Bond Year. When determining the amount of principal of and interest on the Bonds which matures in any year, for purposes of this resolution, A the stated maturity date of Term Bonds shall be disregarded, and the Amortization Installment, if any, applicable to Term Bonds in such year shall be deemed to mature in such year. The amount of the Bond Service Requirement for any Bond Year shall be reduced by the amount deposited into the Sinking Fund and/or. the Bond Amortization Account, from legally available funds, for payment of the principal of, inte-est on and/or Amortization Installments for the Bonds. I. "Bond Year" shall mean the annual period ending on a principal maturity date or an Amortization Installment due date for the Bonds. J. "Cost of Operation and Maintenance" of the Project shall mean the current expenses, paid or accrued, of operation, maintenance and repair of the Project, as calculated in accor- dance with sound accounting practice, but shall not include payments in lieu of taxes, any reserve for renewals and replacements, extraordinary repairs or any allowance for depreciation. K. "Federal Securities" shall mean, collectively, (1) 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; (2) bank certificates of deposit fully secured as to principal and interest by the obligations described in (1); (3) certificates evidencing ownership of por- tions of such obligations described in (1) which are held by a bank or trust company as custodian, under which the owner of the -3- investment is the real party in interest and has the right to ® proceed directly and independently against the obligor on such underlying obligations if such underlying obligations are not 40 available to satisfy any claim against the custodian; or (4) municipal bonds secured by obligations described in (1). L. "Fiscal Year" shall mean the period commencing on October 1 of each year and ending on the succeeding September 30. • 0 M. "Gross Revenues" shall mean all income or earnings derived from the operation of the Project; all proceeds of the sale, condemnation and/or insurance on the Project; and any income from the investment of money in the funds and accounts herein established for payment of the principal of and interest on the Bonds. N. "Issuer" shall mean Indian Ri,er County, Florida. 0. "Net Revenues" shall mean the Gross Revenues, after deduction of the Cost of Operation and Maintenance. P. "Outstanding Obligations" shall mean the Capital Improvement Revenue Bonds, Series 1980, dated April 1, 1980, and Capital Improvement Revenue Bonds, Series 1981, dated October 1, 1981, of the Issuer. Q. "Pledged Funds" shall mean, collectively, the Net Revenues, the Racetrack and ,jai Alai Fronton Funds and the income from the investment of money in the funds and accounts established by this resolution for payment of the principal of and interest on the Bonds. R. "Project" shall mean the existing properties and assets, real and personal, tangible and intangible, owned or operated by the Issuer, used or useful for a public golf course and related clubhouse facilities, and all properties and assets hereafter constructed or acquired as additions, improvements and extensions thereof. S. "Qualified Independent Consultant" shall mean such qualified and recognized independent consultant, which, if appropriate, may be the certified public accountants retained, -4- from time to time, to prepare the annual audit of the Issuer; ® having favorable repute or skill and experience with respect to j the acts and duties 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 provided for such consultants. T. "Racetrack Funds and ,Tai Alai Fronton Funds" shall mean that portion of the racetrack funds and jai alai fronton funds accruing annually to the Issuer under the provisions of Chapters 550 and 551, Florida Statutes, and allocated to the Board pursuant to law. U. "Record Date" shall mean the 15th day of the month immediately preceding an interest payment date for the Bonds. V. "Registered Owner" shall mean any person who shall be the owner of any outstanding Bond or Bonds as shown on the books of the Issuer maintained by the Bond Registrar. W. "Reserve Account Requirement" shall mean the amount required to be deposited in the Reserve Account for the Bonds as determined by resolution of the Board on or prior to the sale of the applicable series of Bonds. X. "Serial Bonds" shall mean any Bonds for the payment of the principal of which, at the maturity thereof, no fixed Amortization Installment or bond redemption deposits are required to be made prior to the 12 month period immediately preceding the stated date of maturity thereof. Y. "Term Bonds" shall mean the Bonds of a series, all of which shall be stated to mature on one date and which shall ne subject to retirement by operation of the Bond Amortization Account, herein created and established. SECTION 3. FINDINGS. It is hereby found and determined as follows: A. It is necessary and desirable to construct and equip the Project on land now owned by the Issuer, all in accordance with the plans and specifications now on file or to be filed with the Clerk of the Board. -5- 40 40 6• kt ,1 6 B. The Issuer is authorized to pledge the Pledged Funds to pay the principal of and interest on the Bonds. C. The estimated cost of such Project, as above described, is the sum of not exceeding $4,200,000. Such cost, in addition to the specific items contained in the plans and specifications, may be deemed to include the acquisition of any land or interest therein, or of any fixtures, equipment or pro- perties necessary or convenient therefor; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; administrative expenses; interest on the Bonds prior to, during, and for not exceeding 2 years following the completion of the Project; establishment of reasonable reserves for debt service; bond discount, if any; municipal bond insurance premiums, if any; letter of credit issuance expenses, if any; reimbursement to the Issuer of any funds advanced to pay any costs of the Project; and such other expenses as may be necessary or incidental for the financing authorized by this resolution, the undertaking of the Project and the placing of the same in operation. D. The principal of and interest on the Bonds to be issued pursuant to this resolution and all other payments spe- cified herein will be payable solely from the Pledged Funds, in the manner herein provided. There are no other outstanding obli- gations of the Issuer payable from such Pledged Funds, or any portion thereof, except the Outstanding Obligations payable from the Racetrack Funds and Jai Alai Fronton Funds; however, the Issuer shall advance refund the Outstanding Obligations and defease the lien of the holders thereof on the Racetrack Funds and Jai Alai Fronton Funds before the issuance of any of the Bonds. E. The Board will not be required to levy taxes on any real property within the area of. the Issuer to pay the principal of and interest on the Bonds or to make any other payments spe- cified herein. The Bonds issued pursuant to this resolution shall not constitute a lien upon any other properties of or in -6- f Ok ` o the area of the Issuer. ® 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 Registered Owners. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protection and security of the Registered Owners 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 BONDS. Subject and pursuant to the provisions of this resolutio•, obligations of the Issuer, to be known as "Recreational Revenue Bonds, Series 1985," herein sometimes referred to as "Bonds," are hereby authorized to be issued in an aggregate principal amount not exceeding $4,200,000. SECTION 6. DESCRIPTION OF BONDS. The Bonds shall be issued as capital appreciation Bonds, capital appreciation and income Bonds, current interest bearing Bonds, or any combination thereof; shall be numbered from one upward or in such other manner agreed between the Issuer and the Bond Registrar; shall be in the denomination of $5,000 each or integral multiples thereof; shall bear interest at a fixed or floating rate not exceeding the maximum rate fixed by the Act or by other applicable law, such interest to be payable semiannually on March 1 and September 1 of each year; and shall be dated and shall mature on March 1 or September 1 in such years and amounts as will be fixed by resolu- tion of the Board prior to the sale of the Bonds. The Bonds shall be issued in fully registered form without coupons; shall be payable with respect to principal (and accreted or appreciated value in the case of capital appreciation Bonds or capital appreciation and income Bonds, whichever is -7- applicable) at the office of the Bond Registrar as paying agent, 2 40 or such other paying agent as may be hereafter duly appointed; shall be payable in lawful money of the United States of America; ® 1 and shall bear interest from their date, payable, in the case of current° -interest, by mail to the Registered Owners at their addresses as they appear on the registration books. SECTION 7. EXECUTION AND AUTHENTICATION OF BONDS. 0'M The Bonds shall be executed in the name of the Issuer by the Chairman of the Board and attested and countersigned by the Clerk of the.Board, and the corporate seal of the Board or a facsimile thereof shall be affixed thereto or reproduced thereon. Any validation certificate appearing on the Bonds shall be executed by the facsimile signature of the Chairman of the Board. The facsimile signatures of the Chairman and the '_.lerk of the Board may be imprinted or reproduced on the Bonds. The certificate of authentication of the Bond Registrar shall appear on the Bonds, and no Bonds shall be 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 Bonds. 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 Issuer who shall have signed or sealed any of the Bonds shall cease to be such officer or officers 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 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 Issuer 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. -8- SECTION 8. NEGOTIABILITY. The Bonds issued hereunder 40 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 shall have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida. e • SECTION 9. REGISTRATION. The Bond Registrar shall be appointed prior to the delivery of the Bonds. All Bonds pre- sented.for transfer, exchange, redemption or payment (if so required by the Issuer or the Bond Registrar) shall be accom- panied 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. 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 denominations and of the same maturity and interest rate for the aggregate principal amount which the Registered Owner is entitled to receive. The Issuer 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 Issuer 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 -9- 40 4D shall be delivered. Interest on the Bonds shall be paid to the Registered Owners whose narnes appear on the books 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 purpose;, 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 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 sec- tion, 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 10. 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 Issuer. SECTION 11. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Issuer may in its discretion issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or -10- 0• lost, in exchange and substitution 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 furnishing the Tssuer proof of his ownership thereof -and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. All Bonds so surrendered shall be cancelled by the Issuer. If any of the Bonds 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, additijnal contractual obliga- tions on the part of the Issuer whether or not the lost, stolen or destroyed 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 on and source and security for payment from the funds, as hereinafter pledged, to the same extent as all other Bonds issued hereunder. SECTION 12. PROVISIONS FOR REDEMPTION. The Bonds shall be subject to redemption prior to their maturity, at the option of the Issuer or the Registered Owners thereof, at such times and in such manner as shall be fixed by resolution of the Board at the time of sale of the Bonds. At least 30 days prior to the redemption date, notice of 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 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 selected for redemption is suspended for a 15 day period preceding the date of selection of the Bonds -11- to be redeemed. SECTION 13. FORM OR BONDS. The text of the Bonds and the certificate of authentication shall be in substantially ® the following form, with such omissions, insertions and •• variations as may be necessary and desirable and authorized and permitted by this resolution or by any subsequent resolution adopted prior to the issuance thereof: -12- a ok • • SEE REVERSE SIDE FOR ADDITIONAL 40 PROVISIONS AND DEFINITIONS CUSIP: No. $ UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF INDIAN RIVER RECREATIONAL REVENUE BOND, SERIES 1985 of $ DUE 1, KNOW ALL MEN BY THESE PRESENTS, that Indian River County, Florida (the "County"), for value received, hereby promi- ses to pay to the order of , or registered assignees, on the date specified above, solely from the special funds hereinafter mentioned, the principal sum of DOLLAF.3 upon the presentation and surrender hereof at the office of paying agent and bond registrar (the "Bond Registrar"), and to pay interest hereon 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, payable on and semiannually thereafter on the first day of and the first day of 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. This bond is one of an authorized issue of bonds issued to finance the cost of the construction and equipment of a public golf course, and related clubhouse facilities (collectively, the "Project"), under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Florida Statutes, Indian River County Ordinance No. 77-19, as amended, and other applicable provisions -13- * 0 of law, and a resolution duly adopted by the Board of County ® Commissioners of the County (the "Board") on July 17, 1985, as supplemented (collectively, the "Resolution"), and is subject to ® W all thC- terms and conditions of such Resolution. „ This bond is payable solely from and secured by a first lien upon and pledge of (a) the net revenues derived by the County from the operation of the Project; (b) that portion of the 0 racetrack funds and jai alai fronton funds accruing annually to the County under the provisions of Chapters 550 and 551, Florida Statutes, and allocated to the Board pursuant to law (collectively, the "Racetrack Funds"); and (c) the income from the investment of money held in the funds and accounts established in the Resolution to pay the principal of and interest on this bond (collectively, the "Pledged Funds"); all in the manner provided in the Resolution. The.lien of the registered owner of this bond upon the Racetrack Funds may be released by the County upon satisfac- tion of certain conditions described in the Resolution. This bond does not constitute an indebtedness of the County within the meaning of any constitutional or statutory pro- vision or limitation, and 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 prin- cipal of and interest on this bond or the making of any other payments specified in the Resolution. It is further agreed between the County and the registered owner of this bond that this bond and the indebtedness evidenced thereby shall not constitute a lien upon the Project, or any part thereof, or on any other property of or in the County, but shall constitute a lien only on the Pledged Funds, all in the manner provided in the Resolution. The County in the Resolution has covenanted and agreed with the registered owners of the bonds of this issue to fix, establish, maintain and collect, to the extent practicable, such -14- 4. e to rates, fees, rentals and other charges for the use of the Project so as to always provide in each year gross revenues sufficient to ® pay 100% of all costs of operation and maintenance of the Project in such"year, all Bond Service Requirements (as defined in the Resolution) coming due in such year on the bonds and all reserve or other payments specified in the Resolution. The County has • • entered into certain further covenants with the registered owners of the bonds of this issue for the terms of which reference is made to 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 effoQt 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 hereof 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 aggreqate principal amount, series, maturity and interest rate as this bond. In like manner, subject to and upon the payment of such charges, if any, the registered owner of this bond may surrender 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 -15- M 0 zuinterest rate as this bond. • It is hereby certified and recited that all acts, con- ditions, and things required to exist, to happen and to be per- ® 9 •i 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. 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 duly 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 and attested and countersigned by the Clerk of its 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 1, 1985. (SEAL) ATTESTED AND COUNTERSIGNED: Clerk, Board of County Commissioners, Indian River County, Florida -16- INDIAN RIVER COUNTY, FLORIDA By Chairman, Board of County Commissioners, Indian River County, Florida 40 CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR This bond is one of the bonds of the issue described in the Re$olution. 401 0f As Bond Registrar By Authorized Signature Date of Authentication FORM OF 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, Indian River County, Florida 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: TEN COM - as tenants in UNIF GIF MIN ACT - common u 3 t . TEN ENT - as tenants by the Custodian for entireties (Minor) JT TEN - as joint tenants with under Uniform Gifts to Minors•Act right of survivor- of ship and not as (State) tenants in common Additional abbreviations may also be used though not in list above. -17- jW I do ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to s -- 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 so on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature guaranteed: (Bank, Trust Company or Firm) NOTICE: The signature to this assignment must correspond with Authorized Officer) 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. -18-- SECTION 14. SECURITY FOR BONDS. The principal of and interest on the Bonds shall be secured forthwith equally and ratably by a first lien upon and a pledge of the Pledged Funds. The Issuer hereby irrevocably pledges such Pledged Funds to the ,payment,of the principal of and interest on the Bonds. SECTION 15. BONDS NOT GENERAL OBLIGATION OF ISSUER. The Bonds shall not be or constitute general obligations or an so indebtedness of the Issuer within the meaning of any constitu- tional or statutory limitation of indebtedness, but shall be payable solely from and secured by a first lien upon and a pledge of the Pledged Funds. No Registered Owner shall ever have the right to compel the levy of ad valorem taxes to pay the Bonds or the interest thereon, or for the making of any other payments spe- cified in this resolution. SECTION.16. COVENANTS OF ISSUER. For as 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 Sinking Fund, herein established, including the Bond Amortization Account and the Reserve Account therein, a sum suf- ficient to pay when due the entire principal of the Bonds remaining unpaid, together with interest accrued or to accrue thereon, the Issuer covenants with the Registered Owners of any and all Bonds as follows: A. RACETRACK FUND. The Racetrack Funds and Jai Alai Fronton Funds shall, upon receipt thereof, be deposited in the "Racetrack Revenue Fund" (the "Racetrack Fund"), hereby created and established. Such Racetrack 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. In each year when the amount on deposit in the Racetrack Fund, together with the amount then on deposit in the Sinking Fund (excluding the Reserve Account therein), equals the current Bond Service Requirement, no further deposits of Racetrack Funds and Jai Alai -19- Fronton Funds shall be required, and any funds on deposit in the • Racetrack Fund in excess of the amount of the Racetrack Funds and Jai Alai Fronton Funds which, together with the funds currently on deposit in the Sinking Fund (excluding the Reserve Account • ,therein)., equal the current Bond Service Requirement, shall be paid to the Issuer. Money on deposit in the Racetrack Fund shall, to the extent necessary, be used for the purpose of supplementing the Sinking Fund (excluding the Reserve Account •0 therein) in order to prevent a default in the payment of the principal of and interest on the Bonds. B. REVENUE FUND. The Gross Revenue3 shall, upon receipt thereof, be deposited in the "Recreational Facilities Revenue Fund" (the "Revenue Fund"), hereby created and established. Such Revenue Fund shall constitute a trust fund for the purposed 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. C. DISPOSITION OF REVENUES. All revenues at any time remaining on deposit in the Revenue Fund shall be disposed of only in the following manner and in the following order of priority: (1) First, for deposit on or prior to the 15th day of each month, in the "Recreational Facilities Operation and Maintenance Fund" (the "Operation and Maintenance Fund"), which is hereby created and established, such sums as are necessary for the Cost of Operation and Maintenance for the next ensuing mionth. (2) Second, for deposit into a separate fund which is hereby created and designated "Recreational Revenue Bonds Sinking Fund" (the "Sinking Fund"), such sums as will be suf- ficient to pay all interest becoming due on the Bonds during the current Bond Year and all principal maturing on the Serial Bonds during the current Bond Year. All such payments, as provided above, shall include an amount sufficient to pay the fees and charges of the paying agents if not otherwise provided. -20- I. 0 (3) Third, on a parity with the payments into the 40 = Sinking Fund, from the money on deposit in the Revenue Fund, the Issuer shall next deposit into the "Bond Amortization Account" in the Sinking Fund, hereby created and established, if and to Solthe extent required, a sum equal to the amount of any annual Amortization Installment for Term Bonds which shall become due and payable during the current Bond Year. (4) Fourth, to maintain in the Reserve Account in the Sinking Fund, which Reserve Account is hereby created and established, a sum equal to the Reserve Account Requirement on the Bonds. The Issuer shall deposit into the Reserve Account, on or prior to the 15th day of each month, 1/12 of 20% of the dif- ference between the amount deposited into the Reserve Account from the proceeds of the sale of the Bonds and the Reserve Account Requirement, and no further deposits shall be required to be made into the Reserve Account as long as the amount on deposit therein (including any Reserve Account insurance policy or letter of credit as described below) shall be equal to the Reserve Account Requirement. The value of the Reserve Account, including investments on deposit therein, shall be determined annually on the first day of the Fiscal Year by a Qualified Independent Consultant, using the fair market method of valuation, and any amount on deposit therein in excess of the Reserve Account Requirement shall, to the extent practicable, be paid to the Issuer. Any withdrawals from the Reserve Account shall be sub- sequently restored from the first money available in the Revenue Fund after all required current payments for the Sinking Fund, Bond Amortization Account, Operation and Maintenance Fund (including all deficiencies in prior payments to those funds and account) and Reserve Account have been made in full. Any excess -21- funds in the Reserve Account shall be transferred to the Revenue ® Fund. 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 a municipal bond insurance policy issued by a reputable and recognized municipal bond insurer with the highest rating from A. P1. Best & Company, or a letter of credit from a bank or trust company whose letter of credit results in the rating of municipal obligations in one of the.3 highest categories of either Moody's Investors Service, Inc., or Standard & Poor's Corporation, for the benefit of the Registered Owners in an amount equal to the difference between the Reserve Account Requirement and the sums then on deposit in the Reserve Account, if any, which Reserve Account insurance policy or letter of credit 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 or letter of credit, the Issuer shall be obligated to either reinstate the maximum limits of such Reserve Account insurance policy or letter of credit immediately following such disbursement, to the Reserve Account Requirement, or to deposit into the Reserve Account from the Pledged Funds, as herein provided, funds in the amount of the disbursement made under such Reserve Account insurance policy or letter of credit; or a combination of such alternatives as shall equal the Reserve Account Requirement. Money in the Reserve Account shall be used only for the purpose of the payment of maturing principal of or interest on the Bonds and maturing Amortization Installments on Term Bonds, if any, when the other money in the Sinking Fund is insuffient therefor, and for no other purpose. -22- The Issuer shall not be required to make any further ® payments into the Sinking Fund (including the Bond Amortization Account and the Reserve Account therein) when the aggregate amount of money in the Sinking Fund (including the Bond Amortization Account and the Reserve Account therein) are at least equal to the total Bond Service Requirement for all Bond Years of the Bonds then outstanding, plus the amount of redemp- i • tion premium, if any, then due and thereafter to become due on such Bonds then outstanding by operation of the Bond Amortization Account. i (5) Fifth, for deposit into a special fund to be known as the "Recreational Facilities Improvement Fund" (the "Improvement Fund"), which fund is hereby created and established. Beginning on the 15th day of the month following delivery of the Bonds, the Issuer shall deposit into the Improvement. Fund, on or prior to the 15th day of each month, an amount determined in the discretion of the County Administrator. The money in the Improvement Fund shall be used only for the pur- pose of paying the cost of extensions, enlargements or additions to, or the replacement of capital assets of, the Project, and emergency repairs thereto, or for the purchase or redemption of Bonds. Such money on deposit in the Improvement Fund shall also be used to supplement the Reserve Account, if necessary, in order to prevent a default in the payment of the principal of and interest on the Bonds. The money on deposit in the Improvement Fund shall be withdrawn only upon the authorization of the County Administrator of the Issuer. (6) Sixth, after the above required payments have been made, for additions, extensions or improvements to the Project; for the purchase or redemption of Bonds; or for deposit in the Sinking Fund to prevent a default in the payment of the principal of and interest on the Bonds. The Revenue Fund, the Sinking Fund (including the Bond Amortization Account and the Reserve Account therein), the -23- M Operation and Maintenance Fund, the Improvement Fund and any 0 40 other special funds and accounts herein established and created shall constitute trust funds for the purposes provided herein for ® such funds and accounts. The money in all. such funds and accounts°shall,be continuously secured in the same manner as county deposits are authorized to be secured by the laws of the State of Florida. is= Money on deposit in the Revenue Fund, the Sinking Fund (excluding the Bond Amortization Account and the Reserve Account therein), the Bond Amortization Account and the Improvement Fund may be invested and reinvested in Authorized Investments which mature not later than the dates on which the money on deposit therein will be needed for the purposes of such funds and accounts. Money on deposit in the Reserve Account may je invested and rein- vested only in those Authorized Investments described in Subsection 2D(1) of this resolution, maturing not later than the last maturity of the Bonds. All income on such investments shall be deposited in the Revenue Fund. The cash required to be accounted for in each of the funds and accounts described in Subsections 16(A), (B) and (C) of this resolution may be deposited in a single bank account, pro- vided that adequate accounting records are maintained to reflect and control the restricted allocations of the cash on deposit therein for the various purposes of such funds and accounts as herein provided. The designation and establishment of the various funds and accounts in and by this resolution shall not be construed to require the establishment of any completely 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 Issuer for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided. D. OPERATION OF BOND AMORTIZATION ACCOUNT. Money held -24- for the credit of the Bond Amortization Account shall be applied ® to the retirement of Term Bonds as follows: (1) Subject to the provisions of paragraph (3) ® below, the Issuer shall endeavor to purchase Term Bonds then outstanding, at the most advantageous price obtainable with a reasonable diligence, such price not to exceed the principal of such Term Bonds and the redemption premium which would be appli- 6 cable if the money applied to such purchase were otherwise applied to the redemption 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 Account, but no such purchase shall be made by the Issuer within the period of 45 days immediately preceding any interest )ayment date on which such Term Bonds are subject to call for redemption, except from money in excess of the amounts set aside or deposited for the redemption of Term Bonds. (2) Subject to the provisions of paragraph (3) below, the Issuer shall call for redemption on each interest payment date on which Term Bonds are subject to redemption from money in the Bond Amortization Account, such amount of Term Bonds then subject to redemption as will exhaust the money then held in the Bond Amortization Account as nearly as may be practicable. Prior to calling Term Bonds for redemption, the Issuer shall withdraw from the Sinking Fund and from the Bond Amortization Account and set aside in separate accounts for deposit with the paying agents the respective amounts required for paying the interest on the Term Bonds so called for redemption. (3) Money in the Bond Amortization Account shall be applied by the Issuer in each Bond Year to the retirement of Term Bonds then outstanding in the following order: (i) The Term Bonds of each series to the extent of the Amortization Installment, if any, for such Bond Year for the Term Bonds of each such series then outstanding and, -25- -26- if the amount available in such Bond Year shall not be sufficient • therefor, then in proportion to the Amortization Installment, if any, for such Bond Year for the Term Bonds of each such series then outstanding; provided, however, that if the Term Bonds of any series shall not then be subject to redemption from money in the Bond Amortization Account and if the Issuer shall at any time be unable to exhaust the money applicable to the Term Bonds of such 0 series under the provisions of this clause in the purchase of such Term Bonds under the provisions of paragraph (1) above, such money or the balance of such money, as the case may be, shall be retained in the Bond Amortization Account and, as soon as it is feasible, applied to the retirement of Term Bonds of such series; and (ii) any balance then retrA ping, other than money retained under the first clause of this paragraph, shall be applied to the retirement of such 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 provided in the resolution authorizing the issuance of the Bonds of such series. (4) The Issuer shall deposit into the Bond Amortization Account, Amortization Installments for the amor- tization of the principal of the Term Bonds, together with any deficiencies for prior required deposits, such Amortization Installments to be in such amounts and to be due in such years as shall be determined by resolution of the Board prior to the sale of the Bonds. The Issuer shall pay from the Sinking Fund all expenses in connection with any such purchase or redemption. E. OPERATION AND MAINTENANCE. The Issuer will maintain the Project and all parts thereof in good condition and will operate the same in an efficient and economical manner, making such expenditures for equipment and for renewals, repairs and replacements as may be proper for the economical operation and -26- maintenance thereof. OR R F. RATE COVENANT. The Issuer will, to the extent practicable, fix, establish, revise from time to time whenever NO necessary, maintain and collect always such fees, rates, rentals and other charges for the use of the services of the Project which will always provide Gross Revenues in each year sufficient to pay, and out of such funds pay, 100% of all Costs of Operation " - and Maintenance in such year, all Bond Service Requirements of becoming due in such year on the outstanding Bonds and all reserve or other payments herein required. G. BOOKS AND ACCOUNTS; AUDIT. The Issuer shall keep proper books, records and accounts, separate and apart from all other records and accounts, showing correct and complete entries of all transactions of the Project. The Rea-stered Owners of any of the Bonds or any duly authorized agent or agents of such Registered Owners shall have the right at any and all reasonable times to inspect such books, records and accounts. The Issuer shall within 180 days following the close of each Fiscal Year, cause an audit of such books, records and accounts to be made by an independent firm of certified public accountants; however, such audit may be included in the annual audit of the operations of the Issuer. Copies of each such audit report shall be placed on file with the Issuer and be made available at reasonable times for inspection by Registered Owners. H. NO MORTGAGE OR SALE OF PROJECT. The Issuer shall not sell, mortgage, lease or otherwise dispose of or encumber the properties of the Project; provided, however, that the Issuer from time to time (1) may sell, lease or otherwise dispose of all the properties comprising the Project if simultaneously with such sale or other disposition thereof, provision is made for the payment of cash and/or Federal Securities into the Sinking Fund, the principal of and interest on which is sufficient to pay the principal of, applicable redemption premium and interest on all Bonds then outstanding in full in accordance with the require- _27- ments of this resolution and any supplemental resolution; and ® (2) may sell, lease or otherwise dispose of any portion of the properties of the Project which shall have become unserviceable, ®� inadequate, obsolete, worn out or unfit to be used in the opera- tion of the Project or no longer necessary, material to, or use- ful in such operation. 1. INSURANCE. The Issuer. shall carry insurance on the properties comprising the Project of the kinds, against such risks, accidents or casulaties, and in at least the amounts, which are usually and customarily carried upon similar properties, including, without limiting the generality of the foregoing, fire, extended coverage and general liability, and also all additional insurance covering such risks as shall be deemed necessary or desirable by the Issucr; provided, however, that in lieu of carrying such insurance, the Issuer may self - insure to the extent customary with like properties. In the event of any loss or damage to the properties of the Project covered by insurance, the Issuer shall with respect to each such loss, promptly repair and reconstruct to the extent necessary for the proper conduct of the operations of the Project, the lost or damaged portion thereof, and shall apply the proceeds of any insurance policy or policies covering such loss or damage for that purpose to the extent required therefor, unless such repair and reconstruction is not necessary for the efficient operation of the Project. J. ADDITIONAL OBLIGATIONS. Except as provided below, the Issuer hereby covenants and agrees not to incur any other obligations or indebtedness, except refunding obligations, payable from the same source, or any portion thereof, as the Bonds, unless such obligations contain an express statement that such obligations are junior and subordinate in all respects to the Bonds herein authorized as to lien on and source and security for payment from the Pledged Funds, or the applicable portion thereof. -28- Additional Parity Obligations may be issued under the ® following conditions and in the same manner herein provided: (1) There shall have been obtained and filed with ® the Issuer a certificate of a Qualified Independent Consultant: (a) stating that he had audited the books and records of the Board relating to the collection and receipt of the Pledged Funds; (b) setting forth the amount of Pledged Funds received by the Issuer for 12 months out of the 18 month period immediately preceding the proposed date of delivery of such Additional Parity Obligations with respect to which such certificate is made; and a (c) stating that the Pledged Funds for such preceding 12 month period is at least equal to 1.25 times the maximum Bond Service Requirement to become due in any ensuing Bond Year on the Bonds then outstanding and the Additional Parity !oligations proposed to be issued. (2) The Issuer shall not be in default in complying with any of the covenants, terms or provisions in this resolution, and all payments required by this resolution to be made into the funds and accounts established hereunder shall have been made to the full extent required. K. REMEDIES. Any Registered Owner may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida or granted and con- tained in the Act and in this resolution, and may enforce and compel the payment of all sums and the performance of all duties required by this resolution or by any applicable statutes to be performed by the Issuer, or by any officer thereof, including but not being limited to, the collection, application and distribu- tion of the Pledged Funds in the manner provided in this resolution. L. NO IMPAIRMENT OF CONTRACT. The Issuer has full power and authority to irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the Bonds. -29- The pledge of such Pledged Funds, in the manner provided herein, 40 shall not be subject to repeal, modification or impairment by any subsequent resolution or other proceedings of the Issuer or by ®-IM any subsequent act of the Legislature of the State of Florida (the "Legislature") unless the Issuer shall have provided, or the Legislature shall have made immediately available to the Issuer, such additional or supplemental funds which shall be sufficient to retire such Bonds and the interest thereon in accordance with a their terms. The Issuer shall take all actions and pursue such legal remedies which may be available to it either in law or in equity to prevent or cure any default or impairment as within the meaning of this subsection L. M. NO FREE USE. So long as any Bonds are outstanding, the Issuer shall not furnish or supply the facilities and ser- vices of the Project free of charge to any person, firm or corporation, public or private. N. RELEASE OF LIEN OF RACETRACK AND JAI ALAI FRONTON FUNDS. In the event the Net Revenues received by the Issuer in the immediately preceding 2 Fiscal Years or in any 24 consecutive month period within the immediately preceding 30 month period are at least equal to 1.50 times the maximum Bond Service Requirement on all outstanding Bonds, and are projected to be at least 1.50 times the maximum Bond Service Requirement on all outstanding Bonds for the succeeding 2 Fiscal Years, as certified by a Qualified Independent Consultant, then the lien of the Reqistered Owners of the Bonds on the Racetrack Funds and Jai Alai Fronton Funds, and the pledge thereof to the Bonds, shall thereafter be released and extinguished. Such certification shall be in writing and filed with the Clerk of the Board. The Issuer shall cause a notice to be mailed to the Registered Owners to the effect that the above described conditions have been met and that the lien of the Registered Owners on the Racetrack Funds and Jai Alai Fronton Funds and the pledge thereof to the Bonds is released and extinguished as of the date of the certificate of the Qualified Independent Consultant. -30- O. ARBITRAGE. The Issuer. does hereby further covenant ® that no use will be made of the proceeds of the Bonds which would cause the Bonds to be "arbitrage bonds" within the meaning of Section 1031c) of the Internal Revenue Code of 1954, as amended, and the applicable regulations thereunder. The Issuer, at all times while such Bonds and the interest thereon are outstanding, including refundings thereof, will comply with the requirements !401 of such Section 103(c) and with the valid and applicable rules and regulations of the Internal Revenue Service thereunder. SECTION 17. CONSTRUCTION TRUST FUND. All of the pro- ceeds derived from the sale of the Bonds (except (a) an amount equal to accrued and capitalized interest, if any, on the Bonds to be deposited in the Sinking Fund, and (b) an amount equal to all or a portion of the Reserve Account Requirement to be depo- sited in the Reserve Account) shall be deposited in a trust fund which is hereby created, established and designated as the "Recreational Facilities Construction Trust Fund" (the "Construction Fund"). The Construction Fund shall be deposited and maintained with any banking institution in the State of Florida approved as a county depository and subsequently designated by the Board. The money therein shall be used only for the payment of the cost of the Project, but, pending such application, may be invested in Authorized Investments maturing at such time or times as necessary to meet the requirements of the Construction Fund, the income from such investments to remain in the Construction Fund pending completion of the Project. Any balance of unexpended money in the Construction Fund after completion of the Project shall be deposited in the Revenue Fund. SECTION 18. DEFEASANCE. If, at any time, the Issuer shall have paid, or shall have made provision for payment of, the principal, interest and redemption premiums, if any, with respect to any of the Bonds, then, and in that event, the pledge of and lien on the Pledged Funds in favor of the Registered Owners of such Bonds shall be no longer in effect. For purposes of the -31- M ^1.r .a r\. preceding sentence, the deposit of Federal Securities in irrevo- ® cable trust with a banking institution or trust company, for the sole benefit of the Registered Owners of such Bonds, in an amount • such that the principal of and interest on such Federal Securities will be sufficient to pay when due the principal, interest and redemption premiums, if any, on such outstanding Bonds, shall be considered "provision for payment." Nothing of herein shall be deemed to require the Issuer to call any of such outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. SECTION 19. SALE OF BONDS. The Bonds shall be sold and issued in such manner and at such price o_ prices consistent with the provisions of the Act and this resolution as shall be deter- mined by subsequent resolution of the Board adopted prior to such sale and issuance, respectively; provided, however, that no Bonds shall be sold or delivered until the Outstanding Obligations shall have been advance refunded. SECTION 20. VALIDATION AUTHORIZED. The Attorney for the Issuer is hereby authorized, at his option, to institute pro- ceedings in the Circuit Court for Indian River County, Florida, for the validation of the Bonds. SECTION 21. MODIFICATION OR AMENDMENT. No material modification or amendment of this resolution or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Registered Owners of 51% or more in aggregate principal amount of the Bonds then outstanding, or the Registered Owners of all the Bonds to be affected by such modifi- cation 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 Issuer to pay the principal of and interest on the Bonds as -32- the same shall come due from the Pledged Funds, or reduce the 2 40 percentage of the Registered Owners of the Bonds required to con- sent to any material modification or amendment hereof, without ® the consent in writing of the Registered Owners of all such Bonds. For the purpose of this Section, to the extent any Bonds are insured by a municipal bond insurance policy, and the insurer. Win is not then in default under such policy or is not then bankrupt, insolvent or in receivership, and such Bonds are then rated in as high a rating category as the rating category in which such Bonds were rated at the time of initial issuance and delivery thereof, by either Standard & Poor's Corporation or Moody's Investors Service, Inc., then the consent of the issuer of the municipal bond insurance policy shall constitute th,. consent of the Registered Owners of the Bonds so insured. SECTION 22. AUTHORITY TO REPURCHASE BONDS. The Issuer shall have the power to purchase its Bonds out of any funds available therefor. The Issuer may hold, cancel or resell such Bonds subject to and in accordance with the proceedings of the Issuer constituting contracts with the Registered Owners of such Bonds. Any Term Bonds so purchased and cancelled shall cause a reduction, on any reasonable basis selected by the Issuer, in the Amortization Installments, if any, for the Term Bonds of the same maturity. SECTION 23. SUPPLEMENTAL RESOLUTIONS. Any supplemental resolutions of the Board which, among other things, fix the remaining fiscal details of the Bonds shall, to the extent necessary, contain such other provisions as may be desirable to facilitate interpretation of the provisions of this resolution. SECTION 24. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this resolution shall 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 -33- invalid, then such covenants, agreements or provisions shall be ®v null and void and shall be deemed separate from the remaining i• covenants, agreements or provisions of this resolution or of the Bonds issued thereunder. SECTION 25. EFFECTIVE DATE. This resolution shall become effective immediately upon its adoption. Bird The foregoing resolution was offered by Commissioner who moved its adoption. The motion was seconded by Commissioner Bowman and, upon being put to a vote, the vote was as o ows: Chairman Patrick B. Lyons Absent Vice Chairman Don C. Scurlock, Jr. Aye Commissioner Margaret C. Bowman Aye Commissioner Richard N. Bird Ave Commissioner William C. Wodtke, Jr. Aye The Chairman thereupon declared the resolution duly passed and adopted this 17th day of July, 1985. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA By Don C. Scurlock, Jr. Vice Chairman Attest: 1v l�a"� F, D WRIGHT, C1 k )W -A- V• rfOL4V-4kuj���, APPROVED O FOR AND LEGAL SU FI IENCY By AR RANDENBURG Co ttorney -34-