HomeMy WebLinkAbout2026-037RESOLUTION NO. 2026- 037
RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF INDIAN RIVER COUNTY,
FLORIDA, SUPPLEMENTING RESOLUTION NO.
2023-004 OF THE COUNTY; AUTHORIZING THE
ISSUANCE OF NOT EXCEEDING $27,205,000 IN
AGGREGATE PRINCIPAL AMOUNT OF INDIAN
RIVER COUNTY, FLORIDA GENERAL OBLIGATION
BONDS, SERIES 2026, IN ORDER TO FINANCE THE
COST OF ACQUIRING AND PRESERVING
ENVIRONMENTALLY SENSITIVE LANDS AND
CONSTRUCTING PUBLIC ACCESS IMPROVEMENTS
RELATED THERETO WITHIN THE COUNTY;
MAKING CERTAIN OTHER COVENANTS AND
AGREEMENTS IN CONNECTION WITH THE
ISSUANCE OF SUCH BONDS; PROVIDING CERTAIN
TERMS AND DETAILS OF SUCH BONDS;
AUTHORIZING THE COUNTY ADMINISTRATOR OR
THE CLERK OF THE COUNTY TO PUBLISH A
SUMMARY NOTICE OF SALE AND TO RECEIVE
BIDS PURSUANT TO A COMPETITIVE SALE OF SAID
BONDS AND AWARD THE SALE OF SAID BONDS TO
THE RESPONSIVE BIDDER OR BIDDERS OFFERING
THE LOWEST TRUE INTEREST COST TO THE
COUNTY, WHICH SHALL NOT EXCEED 5.00
PERCENT (5.00%); AUTHORIZING THE EXECUTION
AND DELIVERY OF SAID BONDS; APPOINTING THE
PAYING AGENT AND REGISTRAR WITH RESPECT
TO SAID BONDS; APPROVING THE PREPARATION
AND USE OF A SUMMARY NOTICE OF SALE, AN
OFFICIAL NOTICE OF SALE, A PRELIMINARY
OFFICIAL STATEMENT AND FINAL OFFICIAL
STATEMENT; AUTHORIZING THE ELECTRONIC
DISSEMINATION OF THE PRELIMINARY OFFICIAL
STATEMENT AND OFFICIAL STATEMENT;
AUTHORIZING THE EXECUTION AND DELIVERY
OF A CONTINUING DISCLOSURE CERTIFICATE;
AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
INDIAN RIVER COUNTY, FLORIDA, as follows:
SECTION 1. FINDINGS. It is hereby found and determined that:
1. On January 31, 2023, the Board of County Commissioners of Indian River
County, Florida (the "County" or "Issuer") duly adopted Resolution No. 2023-004 (the
"Original Resolution"). All capitalized terms not otherwise defined herein shall have the
meanings set forth in the Original Resolution.
2. The Original Resolution, as previously supplemented by Resolution No.
2024-023 adopted by the Board on June 4, 2024, is referred to herein as the 'Bond
Resolution."
3. The Original Resolution provides for the issuance of bonds thereunder, upon
meeting the requirements set forth in the Original Resolution.
4. The County deems it to be in the best interests of its citizens and taxpayers
to issue its General Obligation Bonds, Series 2026 (the 'Bonds") for the purpose of
financing the acquisition and preservation of environmentally sensitive lands and the
construction of public access improvements with respect thereto within the County, as
identified by resolution of the County (the "Project," as described in the Original
Resolution).
5. The principal of and interest on the Bonds and all required sinking fund,
reserve and other payments shall be general obligations of the County, secured by the full
faith and credit of the County and the Ad Valorem Taxes, as provided in the Bond
Resolution.
6. The County deems it necessary: (i) to fix the date, denominations, amount
and maturities of the Bonds, (ii) to authorize the publication of a Summary Notice of Sale
in The Bond Buyer or such other publication as directed by the County Administrator, (iii)
to approve the form and authorize the use of an Official Notice of Sale, Preliminary Official
Statement and a final Official Statement, (iv) to authorize the County Administrator or the
Clerk of the County to award the Bonds to the best bidder or bidders upon the terms and
conditions and subject to the limitations set forth herein and in the Official Notice of Bond
Sale, (v) to appoint a Bond Registrar and Paying Agent, and (vi) to approve the form of a
continuing disclosure undertaking.
7. The Original Resolution provides that the Bonds shall mature on such dates
and in such amounts, shall bear such rates of interest, shall be payable in such places and
shall be subject to such redemption provisions as shall be determined by Supplemental
Resolution adopted by the County; and it is now appropriate that the County determine
parameters for such terms and details.
SECTION 2. AUTHORITY FOR THIS SUPPLEMENTAL
RESOLUTION. This Supplemental Resolution is adopted pursuant to Articles II and VII
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of the Original Resolution, the provisions of the Act (as defined in the Original Resolution)
and other applicable provisions of law.
SECTION 3. AUTHORIZATION AND DESCRIPTION OF THE
BONDS. The County hereby determines to issue a series of Bonds in an aggregate
principal amount not exceeding $27,205,000, the exact principal amount to be as
authorized by the Official Notice of Sale, to be known as its "General Obligation Bonds,
Series 2026," for the principal purpose of financing the Cost of the Project.
The Bonds shall be dated as of their date of delivery, shall be issued as fully
registered Bonds, numbered consecutively from one upward in order of maturity with the
prefix "R"; shall bear interest from their date of delivery, payable semi-annually, on (except
as otherwise established by the County Administrator based on advice of the County's
Financial Advisor) January 1 and July 1 of each year, commencing on January 1, 2027, at
such rates and maturing in such amounts on July 1 of such years (except as otherwise
established by the County Administrator based on advice of the County's Financial
Advisor) as to be set forth in the Official Notice of Sale. The Bonds shall be issued in
denominations of $5,000 and any integral multiple thereof. Each Bond shall bear interest
from the Interest Date next preceding the date on which it is authenticated, unless
authenticated on an Interest Date, in which case it shall bear interest from such Interest
Date, or, unless authenticated prior to the first interest payment date, in which case it shall
bear interest from its date; provided, however, that if at the time of authentication interest
is in default, such Bond shall bear interest from the date to which interest shall have last
been paid. Interest on the Bonds shall be calculated on the basis of a 360 -day year
comprised of twelve 30 -day months.
The principal of and the interest on the Bonds shall be payable in any coin or
currency of the United States of America which on the respective dates of payment thereof
is legal tender for the payment of public and private debts. The principal of the Bonds shall
be payable only to the registered Holder or his legal representative at the principal corporate
trust office of the Paying Agent, and payment of interest on the Bonds shall be made by
the Paying Agent on each interest payment date to the person appearing on the registration
books of the Issuer hereinafter provided for as the registered Holder thereof, by electronic
means, draft or check mailed to such registered Holder at his address as it appears on such
registration books. Payment of the principal on all Bonds shall be made upon the
presentation and surrender of such Bonds as the same shall become due and payable.
The Bonds shall be subject to redemption prior to maturity as set forth below:
The Bonds maturing on or before July 1, 2036 shall not be subject to optional
redemption prior to maturity. The Bonds maturing on July 1, 2037 and thereafter are
redeemable at the option of the County from any legally available source, in whole or in
part and if in part, in any order of maturity selected by the County, at its discretion, and by
lot within a maturity if less than an entire maturity is to be redeemed, on July 1, 2036, or
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at any time thereafter, at a redemption price equal to the principal amount of the Bonds to
be redeemed, together with accrued interest to the date fixed for redemption.
Notwithstanding the foregoing, if the County's Financial Advisor, upon consultation
with the County, determines that market conditions require different or no optional
redemption provisions for the Bonds or for certain maturities of the Bonds, such different
optional redemption provisions or the exclusion of certain or all maturities of the Bonds
from such optional redemption provisions will be deemed approved by the County so long
as the maximum redemption premium does not exceed I % and the first optional
redemption period, if any, is not more than eleven (11) years from the date of issuance of
the Bonds if the Bonds are to be subject to optional redemption.
Any bonds which are designated as Term Bonds in accordance with the Official
Notice of Sale shall also be subject to mandatory redemption prior to maturity by lot, in
such manner as the Registrar may deem appropriate, on July l (subject to adjustment as
described above), in such years, at a price of par plus accrued interest to the date of
redemption, in the annual amounts established by the winning bidder in consultation with
the County Administrator and/or the Clerk, or his or her designee, and the Financial
Advisor.
A book -entry -only system of registration is hereby authorized for the Bonds. So
long as the Issuer shall maintain a book -entry -only system with respect to the Bonds, the
following provisions shall apply:
A blanket issuer letter of representations (the "BLOR") was entered into by the
County with The Depository Trust Company ("DTC"). It is intended that the Bonds be
registered so as to participate in a global book -entry system with DTC as set forth herein
and in such BLOR. The terms and conditions of such BLOR shall govern the registration
of the Bonds. The Bonds shall be initially issued in the form -of a, single fully registered
Bond for each maturity of such Series. Upon initial issuance, the ownership of such Bonds
shall be registered by the Registrar in the name of Cede & Co. (DTC's partnership nominee)
or such other name as may be requested by an authorized representative of DTC. So long
as any Bond is registered in the name of DTC (or its nominee), the Issuer, the Registrar
and the Paying Agent may treat DTC (or its nominee) as the sole and exclusive holder of
such Bonds registered in its name, and all payments with respect to the principal or
redemption price of, if any, and interest on such Bond ("Payments") and all notices with
respect to such Bond ("Notices") shall be made or given, as the case may be, to DTC.
Transfers of Payments and delivery of Notices to DTC Participants shall be the
responsibility of DTC and not of the Issuer, subject to any statutory and regulatory
requirements as may be in effect from time to time. Transfers of Payments and delivery of
Notices to beneficial owners of the Bonds by DTC Participants shall be the responsibility
of such participants, indirect participants and other nominees of such beneficial owners and
not of the Issuer, subject to any statutory and regulatory requirements as may be in effect
from time to time.
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Upon (a) receipt by the Issuer of written notice from DTC (i) to the effect that a
continuation of the requirement that all of the Outstanding Bonds be registered in the
registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC,
is not in the best interest of the beneficial owners of the Bonds or (ii) to the effect that DTC
is unable or unwilling to discharge its responsibilities and no substitute depository willing
to undertake the functions of DTC hereunder can be found which is able to undertake such
functions upon reasonable and customary terms, (b) termination, for any reason, of the
agreement among the County, the Registrar and Paying Agent and DTC evidenced by the
BLOR, or (c) determination by the Issuer that such book -entry only system should be
discontinued by the County, and compliance with the requirements of any agreement
between the Issuer and DTC with respect thereto, the Bonds shall no longer be restricted
to being registered in the registration books kept by the Registrar in the name of Cede &
Co., as nominee of DTC, but may be registered in whatever name or names Holders shall
designate, in accordance with the provisions hereof. In such event, the County shall issue
and the Registrar shall authenticate, transfer and exchange Bonds consistent with the terms
hereof, in denominations of $5,000 or any integral multiple thereof to the Holders thereof.
The foregoing notwithstanding, until such time as participation in the book -entry only
system is discontinued, the provisions set forth in the BLOR shall apply to the registration
and transfer of the Bonds and to Payments and Notices with respect thereto.
SECTION 4. AUTHORIZATION OF THE PROJECT. The acquisition
and construction of the Project (including the reimbursement to the Issuer of certain costs
incurred with respect thereto), is hereby authorized by the Issuer.
SECTION 5. SALE OF THE BONDS. The County Administrator and/or
the Clerk, or his or her designee, is hereby authorized and directed to sell the Bonds at
public sale by competitive bid and to publish the Summary Notice of Sale in the form
attached hereto as Exhibit A in The Bond Buyer or such other publication as directed by
the County Administrator or his designee at least ten (10) days prior to the date of sale,
which date of sale shall be determined by the County Administrator or his designee, in
consultation with the County's Financial Advisor, in an effort to achieve the lowest true
interest cost for the County.
The Official Notice of Sale attached hereto as Exhibit B and the Preliminary Official
Statement attached hereto as Exhibit C are each hereby approved and authorized to be used
in connection with the sale of the Bonds. The Preliminary Official Statement, upon advice
of the County Administrator, is hereby deemed final for purposes of Rule 15c2-12 of the
Securities and Exchange Commission (the "Rule"). The Preliminary Official Statement
and Official Statement (as defined below) are authorized to be made available by electronic
means. The Preliminary Official Statement, as amended on the date of sale of the Bonds
to delete the preliminary language and as further amended to reflect the actual interest rates
and reoffering terms and any changes of maturities or amounts and with such additional
correcting and conforming changes as shall be approved by the County Administrator, is
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hereinafter referred to as the "Official Statement," and as promptly as possible following
the sale and within seven (7) business days of the date of sale of the Bonds, the County
agrees to make available to the Underwriters of the Bonds a sufficient number of copies of
the Official Statement as necessary to enable such purchasers to comply with the Rule.
The Chairman and County Administrator are authorized to execute the Official Statement
on behalf of the County, with such changes, completions and amendments as they shall
determine are necessary or desirable. Execution of the Official Statement by the Chairman
and County Administrator shall constitute approval of any such changes, completions or
amendments.
The County Administrator or his designee is hereby delegated the authority to award
the Bonds to the responsive bidder offering to purchase the Bonds at the lowest true interest
cost to' the County, which in no event shall exceed 5.00 percent (5.00%), calculated as
provided in the Official Notice of Bond Sale, and with a final maturity date of no later than
twenty (20) years following the date of issuance of the Bonds.
SECTION 6. APPLICATION OF BOND PROCEEDS. The proceeds,
including accrued interest and premium, if any, received from the sale of the Bonds shall
be applied by the Issuer simultaneously with the delivery of such Bonds to the purchaser,
as follows:
1. Capitalized interest, if any, shall be deposited into the Sinking Fund and shall
be used only for the purpose of paying interest becoming due on the Bonds.
2. A portion of the Bond proceeds shall be deposited in the Project Fund. The
Issuer covenants and agrees to establish a separate account within the Project Fund to be
known as the "Indian River County, Florida General Obligation Bonds, Series 2026 Project
Account" (hereinafter referred to as the "2026 Project Account") which shall be used only
for the payment of the Cost of the Project. Moneys in the 2026 Project Account until
applied in payment of any item of the Cost of the Project, shall be held in trust by the Issuer
and shall be subject to a lien and charge in favor of the Holders of the Bonds, and for the
further security of such Holders.
3. To the extent not paid by the original purchaser of the Bonds, the Issuer shall
pay all costs and expenses in connection with the issuance, sale and delivery of the Bonds.
SECTION 7. CONTINUING DISCLOSURE CERTIFICATE. In order
to enable the Underwriter to comply with the provisions of the Rule relating to secondary
market disclosure, the County Administrator is hereby authorized and directed to execute
and deliver the Continuing Disclosure Certificate in the name and on behalf of the County
substantially in the form attached hereto as Exhibit D, with such changes, amendments,
omissions and additions as shall be approved by the Chairman, his execution and delivery
thereof being conclusive evidence of such approval.
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SECTION 8. APPOINTMENT OF REGISTRAR AND PAYING
AGENT. U.S. Bank Trust Company, National Association, Jacksonville, Florida, is
hereby designated Registrar and Paying Agent for the Bonds. The Chairman and the Clerk
are hereby authorized to enter into any agreement which may be necessary to effect the
transactions contemplated by this Section 8.
SECTION 9. GENERAL AUTHORITY. The members of the Board of the
County Commission and the officers, attorneys and other agents or employees of the
County are hereby authorized to do all acts and things required of them by this
Supplemental Resolution, the Original Resolution or the Bond Resolution, or desirable or
consistent with the requirements hereof or of the Original Resolution, including the
execution of such documents necessary to establish a book -entry system of registration
with respect to the Bonds, for the full punctual and complete performance hereof or thereof.
Each member, employee, attorney and officer of the County is hereby authorized and
directed to execute and deliver any and all papers and instruments and to be and cause to
be done any and all acts and things necessary or proper for carrying out the transactions
contemplated hereunder. The County Administrator and/or the Clerk or any designees
thereof are hereby authorized to execute such tax forms or agreements as shall be necessary
to effect the transactions contemplated hereby, including designating Bond Counsel to
assist or act as agent with respect thereto.
SECTION 10. ORIGINAL RESOLUTION TO CONTINUE IN FORCE.
Except as herein expressly provided, the Original Resolution and all the terms and
provisions thereof, including the covenants contained therein, are and shall remain in full
force and effect.
SECTION 11. SEVERABILITY AND INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions herein contained shall be held
contrary to any express provision of law or contrary to the policy of express law, even
though not expressly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements or provisions shall be null
and void and shall be deemed separable from the remaining covenants, agreements or
provisions and shall in no way affect the validity of any of the other covenants, agreements
or provisions hereof or the Bonds issued hereunder.
[Remainder of page intentionally left blank]
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SECTION 12. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon its adoption.
The foregoing resolution was offered by Commissioner Susan Adams
moved its adoption. The motion was seconded by Commissioner
upon being put to a vote, the vote was as follows:
who
Joseph H. Earman and,
Chairman Deryl Loar
AYE
Vice Chairman Laura Moss
AYE
Commissioner Susan Adams
AYE
Commissioner Joseph Earman
AYE
Commissioner Joseph E. Flescher
AYE
The Chairman thereupon declared the resolution passed and adopted this 19th day
of May 2026.
BOARD OF COUNTY COMMISSIONERS
INDIAN RIVER COUNTY, FLORIDA
.........
.
....
G 0 ht MISS •.,
By:
Deryl Loar, Chairman
ATTEST: Ryan L. Butler, Clerk of Circuit
Court and Comptroller
By: DLJ
C rk
Approved as to form and legal sufficiency:
Je fer W. Chuler, County Attorney
�•• �� � .� Oma-,
EXHIBIT A
FORM OF SUMMARY NOTICE OF SALE
SUMMARY NOTICE OF SALE
$[PAR AMOUNT]*
Indian River County, Florida
General Obligation Bonds, Series 2026
Bids for the above captioned bonds will be received by Indian River County, Florida
(the "County") via the BiDCOMP/Parity'. Competitive Bidding System ("Parity®") until
[11: 00] A.M. (the "Submittal Deadline"), Eastern time, [June 11], 2026 or such other date
as may be established by the County Administrator or Chief Deputy Comptroller of the
County or their respective designee no less than ten (10) days after the date of publication
of this notice and communicated through Refinitiv TM3 at the internet website address
www.tm3.com not less than twenty (20) hours prior to the time bids are received (the "Bid
Date").
Such bids are to be opened in public as soon as practical after the Submittal Deadline
on said day for the purchase of the Indian River County, Florida General Obligation Bonds,
Series 2026 (the "2026 Bonds"). The 2026 Bonds will mature as specified in the Official
Notice of Sale. Proceeds of the 2026 Bonds shall be used for the purpose of (i) financing
the acquisition and preservation of environmentally sensitive lands and the construction of
public access improvements with respect thereto within the County and (ii) paying the costs
of issuing the 2026 Bonds.
The approving opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond
Counsel, will be furnished to the successful bidder at the expense of the County.
Electronic copies of the Preliminary Official Statement and the Official Notice of
Sale relating to the 2026 Bonds may be obtained at the website address www.munios.com.
Printed, bound copies of the Preliminary Official Statement will be available on a limited
basis from the County's Financial Advisor, Joel Tindal, Hilltop Securities Inc., 450 South
Orange Avenue, Suite 225, Orlando, Florida 32801, telephone 407/426-9611, email
joel.tindal(i4hilltopsecurities.com. For more information about Parit)®, potential bidders
may call Parity® at 212/849-5021.
Indian River County, Florida
John A. Titkanich, Jr.
County Administrator
Dated: [June 1], 2026
`Preliminary, subject to change.
EXHIBIT B
FORM OF OFFICIAL NOTICE OF SALE
OFFICIAL NOTICE OF SALE
$[PAR AMOUNT]*
INDIAN RIVER COUNTY, FLORIDA
GENERAL OBLIGATION BONDS, SERIES 2026
The Indian River County, Florida General Obligation Bonds, Series 2026 (the "2026
Bonds") are being offered for sale in accordance with this Official Notice of Sale. Notice
is hereby given that bids will be received by Indian River County, Florida (the "Issuer" or
the "County") for the purchase of the 2026 Bonds via the BiDCOMP/Parity® Competitive
Bidding System ("Parity®") in the manner described below until [ 11:00 A.M.], Eastern
time, on [June 111, 2026, or on such other date and/or time as will be established by the
County Administrator or Clerk of the Circuit Court and Comptroller of the County or their
respective designee and communicated through Refinitiv TM3 at the internet website
address www.tm3.com not less than 20 hours prior to the time the bids are to be received.
To the extent any instructions or directions set forth on Parity® conflict with this Official
Notice of Sale, the terms of this Official Notice of Sale shall control. For further
information about Parity®, and to subscribe in advance of the bid, potential bidders may
contact Parity® at (212) 849-5021. The use of Parity® shall be at the bidder's risk and
expense, and the Issuer shall have no liability with respect thereto.
BOND DETAILS
The description of the 2026 Bonds, the purpose thereof and the security therefor, as
set forth in this Official Notice of Sale, is subject in its entirety to the disclosures made in
the Preliminary Official Statement relating to the 2026 Bonds (the "Preliminary Official
Statement"). See "DISCLOSURE INFORMATION" herein.
The 2026 Bonds will be issued as fully registered bonds, and when executed and
delivered, will be registered in the name of Cede & Co., as registered owner and nominee
for The Depository Trust Company ("DTC"), which will act as securities depository for
the 2026 Bonds. Individual purchases of the 2026 Bonds may be made only in book -entry
form in denominations of $5,000 or integral multiples thereof. Purchasers of the 2026
Bonds (the "Beneficial Owners") will not receive physical delivery of bond certificates.
As long as Cede & Co. is the registered owner of the 2026 Bonds as nominee for DTC,
payments of principal and interest with respect to the 2026 Bonds will be made directly to
such registered owner who will in turn remit such principal and interest payments to DTC
participants for subsequent disbursement to the Beneficial Owners. The Issuer will not be
responsible for payments to Beneficial Owners.
The 2026 Bonds will be dated their date of delivery (expected to be [July 11, 2026)
or such other date as may be communicated through Refinitiv TM3 at the internet website
* Preliminary, subject to change.
address www.tm3.com not less than 20 hours prior to the time bids are to be received, and
shall bear interest from such date and shall be payable semiannually commencing on
January 1, 2027, and on each July 1 and January 1 thereafter until maturity at the rate or
rates specified in such proposals as may be accepted. The proposed schedule of maturities
and amounts are as follows:
INITIAL MATURITY SCHEDULE FOR THE 2026 BONDS
Maturity Principal
(July 1) Amount*
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
Preliminary, subject to change.
Term Bond Option as described herein.
NOTE: The Issuer reserves the right to modify the maturity schedule shown above.
Any such modification will be communicated through the Refinitiv TM3 (See,
"ADJUSTMENT OF PRINCIPAL AMOUNTS" below.)
PAYING AGENT AND REGISTRAR
The Paying Agent and Registrar for the 2026 Bonds will be U.S. Bank Trust
Company, National Association, Jacksonville, Florida.
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ADJUSTMENT OF PRINCIPAL AMOUNTS
The schedule of maturities set forth above (the "Initial Maturity Schedule")
represents an estimate of the principal amount and maturities of the 2026 Bonds that will
be sold. The Issuer reserves the right to change the Initial Maturity Schedule by announcing
any such change not later than 3:00 P.M., Eastern time, on the business day immediately
preceding the date set for receipt of bids, through Refinitiv TM3 at the internet website
address www.tm3.com. If no such change is announced, the Initial Maturity Schedule will
be deemed the schedule of maturities for submission of the bid.
Furthermore, if after final computation of the bids, the Issuer determines in its sole
discretion that the funds necessary to accomplish the purpose of the 2026 Bonds is more
or less than the proceeds of the sale of all of the 2026 Bonds, the Issuer reserves the right
to increase or decrease the principal amount, by no more than [ 15% of the principal amount
of the 2026 Bonds, or 25%] within a given maturity of the 2026 Bonds (to be rounded to
the nearest $5,000) or by such other amount as approved by the winning bidder; provided,
that the aggregate principal amount of the 2026 Bonds may not exceed $[PAR AMOUNT].
In the event of any such adjustment, no rebidding or recalculation of the bids submitted
will be required or permitted; and the 2026 Bonds of each maturity, as adjusted, will bear
interest at the same rate and must have the same initial reoffering yield as specified
immediately after award of the 2026 Bonds of that maturity, and the Underwriter's
Discount on the 2026 Bonds as submitted by the successful bidder shall be held constant.
The "Underwriter's Discount" shall be defined as the difference between the purchase price
of the 2026 Bonds submitted by the bidder and the price at which the 2026 Bonds will be
issued to the public, less any bond insurance premium to be paid by the successful bidder,
calculated from information provided by the bidder, divided by the par amount of the 2026
Bonds bid. However, the award will be made to the bidder whose bid produces the lowest
True Interest Cost ("TIC"), calculated as specified herein, solely on the basis of the 2026
Bonds offered, without taking into account any adjustment in the amount of 2026 Bonds
pursuant to this paragraph.
REDEMPTION PROVISIONS
The 2026 Bonds maturing on or before July 1, 2036 will not be subject to optional
redemption prior to maturity. The 2026 Bonds maturing on July 1, 2037 and thereafter are
redeemable at the option of the County from any legally available source, in whole or in
part and if in part, in any order of maturity selected by the County, at its discretion, and by
lot within a maturity if less than an entire maturity is to be redeemed, on July 1, 2036, or
at any time thereafter, at a redemption price equal to the principal amount of the 2026
Bonds to be redeemed, together with accrued interest to the date fixed for redemption.
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TERM BONDS OPTIONS
Any bidder may, at its option, specify that the maturities of the 2026 Bonds maturing
after July 1, 20_ will consist of term bonds which are subject to mandatory sinking fund
redemption in consecutive years immediately preceding the maturity thereof (each a "Term
Bond") as designated in the bid of such bidder. In the event that the bid of the successful
bidder specifies that a permitted maturity of the 2026 Bonds will be a Term Bond, such
Term Bond will be subject to mandatory sinking fund redemption on July 1 in each
applicable year, in the principal amount for such year as set forth hereinbefore under the
heading "INITIAL MATURITY SCHEDULE FOR THE 2026 BONDS," at a redemption
price equal to the principal amount thereof to be redeemed together with accrued interest
thereon to the redemption date, without premium.
AUTHORITY AND PURPOSE
The 2026 Bonds are being issued under the authority of the Florida Constitution,
Chapter 166.021, Florida Statutes, and other applicable provisions of law (collectively, the
"Act"), and Resolution No. 2023-004, adopted by the Board of County Commissioners of
the County on January 31, 2023, as supplemented, particularly as supplemented by
Resolution No. 2026- , adopted by the Board of County Commissioners of the County
on May 19, 2026 (the "Resolution").
The 2026 Bonds are being issued for the purpose of financing the acquisition and
preservation of environmentally sensitive lands and the construction of public access
improvements with respect thereto in and for the Issuer.
SECURITY
The 2026 Bonds are secured by the full faith and credit of the County, which has
covenanted to levy an ad valorem tax without limitation as to rate or amount to pay
principal and interest on the 2026 Bonds.
MUNICIPAL BOND INSURANCE OPTION
The purchase of municipal bond insurance, if available, will be at the option and
expense of the bidder. The successful bidder will be responsible for the payment of all costs
associated with any such insurance, including the premium charged by the insurer, and the
County will not be obligated to enter into any covenants or agreements with the insurer.
Each bidder should indicate whether municipal bond insurance has been purchased and
provide the name of the insurer. The bidder understands, by submission of its bid, that the
bidder is solely responsible for the selection of any insurer and for all negotiations with the
insurer as to the premium to be paid. If all or a portion of the Series 2026 Bonds are awarded
on an insured basis, reference to the insurance policy will appear on the Series 2026 Bonds
and in the Official Statement; however, the provisions of the financing documents will not
be altered nor will the County consent to make additional representations, undertakings or
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warranties. The failure of an insurer to issue its policy shall not constitute cause for a failure
or refusal by the successful bidder to accept delivery of or pay for the Series 2026 Bonds.
In the event of such failure, the County shall supplement or amend the Official Statement
and the responsibility for paying the cost of printing and mailing such supplement or
amendment shall be borne solely by the successful bidder.
In addition, if the successful bidder is arranging for bond insurance for all or a
portion of the Series 2026 Bonds, it also shall provide the amount of the premium to be
paid and certification that the present value of the premium is less than the present value
of the interest reasonably expected to be saved as a result of the insurance and that the
premium does not exceed a reasonable arms -length charge for the transfer of credit risk
accomplished through the bond insurance. Insured ratings with the use of bond insurance,
if required, are to be applied for by the successful bidder, and costs incurred for such ratings
must be paid at the successful bidder's expense.
RATING
S&P Global Ratings, a division of Standard and Poor's Financial Services LLC has
assigned a municipal bond rating of "_" ( outlook) to the 2026 Bonds.
TERMS OF BID AND BASIS OF AWARD
Proposals must be unconditional and for the purchase of all of the 2026 Bonds. The
aggregate purchase price, inclusive of original issue discount ("OID"), original issue
premium ("OIP") and underwriter's discount, may not be less than 100% of the principal
amount of the 2026 Bonds. The reoffering price of the 2026 Bonds may not be less than
98% of the principal amount of the 2026 Bonds for any single maturity thereof.
The 2026 Bonds shall bear interest expressed in multiples of one-eighth (1/8) or
one -twentieth (1/20) of one (1) per centum. The use of split or supplemental interest
coupons will not be considered and a zero rate or blank rate will not be permitted. All 2026
Bonds maturing on the same date shall bear the same rate of interest.
The 2026 Bonds will be awarded to the bidder offering to purchase the 2026 Bonds
at the lowest annual interest cost computed on a TIC basis. The annual TIC will be
determined by doubling the semi-annual interest rate (compounded semi-annually)
necessary to discount the debt service payments on the 2026 Bonds from the payment dates
to the Closing Date (as defined below) and to the aggregate purchase price bid on the 2026
Bonds, calculated on a 360 day year consisting of twelve 30 -day months. The TIC must
be calculated to six (6) decimal places. If more than one bid offers the same lowest TIC,
the successful bid will be selected by lot from among all such bids. NO BID SHALL BE
ACCEPTED WITH A TIC GREATER THAN 5.00%.
THE ISSUER RESERVES THE RIGHT TO REJECT ALL BIDS OR ANY BID
NOT CONFORMING TO THIS OFFICIAL NOTICE OF SALE. THE ISSUER ALSO
W
RESERVES THE RIGHT TO WAIVE, IF PERMITTED BY LAW, ANY
IRREGULARITY OR INFORMALITY IN ANY PROPOSAL. THE ISSUER SHALL
NOT REJECT ANY CONFORMING BID, UNLESS ALL CONFORMING BIDS ARE
REJECTED.
GOOD FAITH DEPOSIT
If the County selects a winning bid, then the successful bidder must submit a "Good
Faith Deposit" (the "Deposit") to the County in the form of a wire transfer in the amount
of $ not later than 5:00 P.M., Eastern time, on the date of the award. The Deposit
of the successful bidder will be collected and the proceeds thereof retained by the Issuer to
be applied as partial payment for the 2026 Bonds and no interest will be allowed or paid
upon the amount thereof, but in the event the successful bidder shall fail to comply with
the terms of the bid, the proceeds thereof will be retained as and for full liquidated damages.
ANTI-HUMAN TRAFFICKING AFFIDAVIT OF THE PURCHASER
Section 787.06(13), Florida Statutes, requires the successful bidder to provide an
affidavit to the County, under penalty of perjury, attesting that such successful bidder does
not use coercion for labor or services as defined in Section 787.06, Florida Statutes. The
successful bidder will be required to submit an Anti -Human Trafficking Affidavit (the
form of which is attached hereto as Exhibit A-3) to the County, by email at
[enagy@indianriverclerk.coml, with a copy to joel.tindal@hilltopsecurities.com, in
connection with the official award.
STANDARD FILINGS, CHARGES AND CLOSING DOCUMENTS
The winning bidder will be required to make the standard filings and maintain the
appropriate records routinely required pursuant to MSRB Rules G-8, G-11 and G-36. The
winning bidder will be required to pay the standard MSRB charge for the 2026 Bonds
purchased. In addition, those who are members of SIFMA will be required to pay SIFMA's
standard charge per bond. The winning bidder will also be required to execute certain
closing documents required by Florida law or required by Bond Counsel (as defined below)
in connection with the delivery of its tax opinion. See "DISCLOSURE; AMENDMENTS
TO NOTICE OF SALE; NOTIFICATION OBLIGATIONS OF PURCHASER" herein.
CUSIP NUMBERS
The Issuer will assume no obligation for the assignment of CUSIP numbers to the
2026 Bonds or for the correctness of any such numbers printed thereon, but the Issuer will
permit such printing to be done at the expense of the purchaser, provided that such printing
does not result in any delay of the date of delivery of the 2026 Bonds. Hilltop Securities
Inc. (the "Financial Advisor") will request the assignment of CUSIP numbers prior to the
sale of the 2026 Bonds.
.1
DELIVERY OF THE 2026 BONDS
The Issuer will pay the cost of preparing the 2026 Bonds. The successful bidder is
responsible for DTC eligibility and related DTC costs. Delivery of and payment for the
2026 Bonds will be via DTC Fast on or about [July 11, 2026 (the "Closing Date") in New
York, New York, or such other time and place mutually acceptable to the successful bidder
and the Issuer. Payment of the full purchase price, less the Deposit, shall be made to the
Issuer not later than 12:00 P.M., Eastern time on the Closing Date, in Federal Reserve
Funds of the United States of America, without cost to the Issuer.
The legal opinion of Nabors, Giblin & Nickerson, P.A. ('Bond Counsel") will be
furnished without charge to the successful bidder at the time of delivery of the 2026 Bonds.
For a further discussion of the content of that opinion and the proposed form of the
approving opinion, see the Preliminary Official Statement for the 2026 Bonds.
There will also be furnished at the time of delivery of the 2026 Bonds, a certificate
or certificates of the Issuer (which may be included in a consolidated closing certificate)
relating to the accuracy and completeness of the Official Statement; and stating, among
other things, that there is no litigation or administrative action or proceeding pending or,
to the knowledge of the Issuer, threatened, at the time of delivery of the 2026 Bonds, (a) to
restrain or enjoin or seeking to restrain or enjoin the issuance and delivery of the 2026
Bonds or (b) affecting the validity of the 2026 Bonds, and that the Preliminary Official
Statement has been deemed by the Issuer to be a "final official statement" for purposes of
SEC Rule 15c2 -12(b)(3) and (4).
The successful bidder will be responsible for the clearance or exemption with
respect to the status of the 2026 Bonds for sale under the securities or 'Blue Sky" laws of
the several states and the preparation of any surveys or memoranda in connection with such
sale.
ESTABLISHMENT OF ISSUE PRICED)
The winning bidder shall assist the Issuer in establishing the issue price of the 2026
Bonds and shall execute and deliver to the Issuer on or prior to the closing date for the 2026
Bonds an "issue price" or similar certificate setting forth the reasonably expected initial
offering prices to the public or the actual sales price or prices of the 2026 Bonds, together
with the supporting pricing wires or equivalent communications, substantially in the
applicable form attached hereto as Exhibit A-2, with such modifications as may be
appropriate or necessary, in the reasonable judgment of the winning bidder, the Issuer and
Bond Counsel.
Note: 10% or Hold -the -Offering -Price Rule may apply if Competitive Sale Requirements are not
satisfied.
7
The Issuer intends that the provisions of Treasury Regulation Section 1.148-
1(f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price of the
2026 Bonds) will apply to the initial sale of the 2026 Bonds ("competitive sale
requirements") because:
1. the Issuer has disseminated this Official Notice of Sale to potential
underwriters in a manner that is reasonably designed to reach potential underwriters;
2. all bidders shall have an equal opportunity to bid;
3. the Issuer may receive bids from at least three underwriters of municipal
bonds who have established industry reputations for underwriting new issuances of
municipal bonds; and
4. the Issuer anticipates awarding the sale of the 2026 Bonds to the bidder who
submits a firm offer to purchase the 2026 Bonds at the lowest true interest cost, as set forth
in this Official Notice of Sale.
Any bid submitted pursuant to this Official Notice of Sale shall be considered a firm
offer for the purchase of the 2026 Bonds, as specified in the bid. BY SUBMITTING A
BID FOR THE 2026 BONDS, A BIDDER REPRESENTS AND WARRANTS TO THE
ISSUER THAT THE BIDDER HAS AN ESTABLISHED INDUSTRY REPUTATION
FOR UNDERWRITING NEW ISSUANCES OF MUNICIPAL BONDS SUCH AS THE
2026 BONDS AND SUCH BIDDER'S BID IS SUBMITTED FOR AND ON BEHALF
OF SUCH BIDDER BY AN OFFICER OR AGENT WHO IS DULY AUTHORIZED TO
BIND THE BIDDER TO A LEGAL, VALID AND ENFORCEABLE CONTRACT FOR
THE PURCHASE OF THE 2026 BONDS. Once the bids are communicated electronically
via Parity® to the Issuer, each bid will constitute an irrevocable offer to purchase the 2026
Bonds on the terms herein and therein provided.
In the event that the competitive sale requirements are not satisfied, the Issuer shall
so advise the winning bidder. In such case, the Issuer shall treat (i) the first price at which
10% of a maturity of the 2026 Bonds is sold to the public (the "10% test") as the issue price
of that maturity, and/or (ii) the initial offering price to the public as of the sale date of any
maturity of the 2026 Bonds as the issue price of that maturity (the "hold -the -offering -price
rule"), in each case applied on a maturity -by -maturity basis. The winning bidder shall
advise the Issuer if any maturity of the 2026 Bonds satisfies the 10% test as of the date and
time of the award of the 2026 Bonds. The Issuer will promptly advise the winning bidder,
at or before the time of award of the 2026 Bonds, which maturities of the 2026 Bonds shall
be subject to the 10% test or shall be subject to the hold -the -offering -price rule. Bids will
not be subject to cancellation in the event that the Issuer determines to apply the hold -the -
offering -price rule to any maturity of the 2026 Bonds. Bidders should prepare their bids
on the assumption that some or all of the maturities of the 2026 Bonds will be subject to
the hold -the -offering -price rule in order to establish the issue price of the 2026 Bonds.
By submitting a bid, the winning bidder shall confirm (i) that it and all other
underwriters that are participating in the winning bidder's bid have offered or will offer the
2026 Bonds to the public on or before the date of award at the offering price or prices (the
"initial offering price"), or at the corresponding yield or yields, set forth in the bid
submitted by the winning bidder and (ii) agree, on behalf of itself and all other underwriters
participating in the winning bidder's bid for the purchase of the 2026 Bonds, that the
underwriters will neither offer nor sell unsold 2026 Bonds of any maturity to which the
hold -the -offering -price rule shall apply to any person at a price that is higher than the initial
offering price to the public during the period starting on the sale date and ending on the
earlier of the following:
(a) the close of the fifth (5th) business day after the sale date; or
(b) the date on which the underwriters have sold at least 10% of that maturity of
the 2026 Bonds to the public at a price that is no higher than the initial offering price to the
public.
The winning bidder will advise the Issuer promptly after the close of the fifth (5th)
business day after the sale date whether it has sold 10% of that maturity of the 2026 Bonds
to the public at a price that is no higher than the initial offering price to the public.
If the competitive sale requirements are not satisfied, then until the 10% test has
been satisfied as to each maturity of the 2026 Bonds, the winning bidder agrees to promptly
report to the Issuer the prices at which the unsold 2026 Bonds of that maturity have been
sold to the public. That reporting obligation shall continue, whether or not the Closing
Date has occurred, until either (i) all the 2026 Bonds of that maturity have been sold or (ii)
the 10% test has been satisfied as to the 2026 Bonds of that maturity, provided that, the
winning bidder's reporting obligation after the Closing Date may be at reasonable periodic
intervals or otherwise upon request of the Issuer or Bond Counsel.
The Issuer acknowledges that, in making the representations set forth above, the
winning bidder will rely on (i) the agreement of each underwriter to comply with the
requirements for establishing the issue price of the 2026 Bonds, including, but not limited
to, its agreement to comply with the hold -the -offering -price rule, if applicable to the 2026
Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii)
in the event a selling group has been created in connection with the initial sale of the 2026
Bonds to the public, the agreement of each dealer who is a member of the selling group to
comply with the requirements for establishing the issue price of the 2026 Bonds, including,
but not limited to, its agreement to comply with the hold -the -offering -price rule, if
applicable to the 2026 Bonds, as set forth in a selling group agreement and the related
pricing wires, and (iii) in the event that an underwriter or dealer who is a member of the
selling group is a party to a third -party distribution agreement that was employed in
connection with the initial sale of the 2026 Bonds to the public, the agreement of each
broker-dealer that is a party to such agreement to comply with the requirements for
establishing the issue price of the 2026 Bonds, including, but not limited to, its agreement
L9
to comply with the hold -the -offering -price rule, if applicable to the 2026 Bonds, as set forth
in the third -party distribution agreement and the related pricing wires. The Issuer further
acknowledges that each underwriter shall be solely liable for its failure to comply with its
agreement regarding the requirements for establishing the issue price of the 2026 Bonds,
including, but not limited to, its agreement to comply with the hold -the -offering -price rule,
if applicable to the 2026 Bonds, and that no underwriter shall be liable for the failure of
any other underwriter, or of any dealer who is a member of a selling group, or of any
broker-dealer that is a party to a third -party distribution agreement to comply with its
corresponding agreement to comply with the requirements for establishing the issue price
of the 2026 Bonds, including, but not limited to, its agreement to comply with the hold -
the -offering -price rule if applicable to the 2026 Bonds.
By submitting a bid, each bidder confirms that:
(i) any agreement among underwriters, any selling group agreement and
each third -party distribution agreement (to which the bidder is a party) relating to
the initial sale of the 2026 Bonds to the public, together with the related pricing
wires, contains or will contain language obligating each underwriter, each dealer
who is a member of the selling group, and each broker-dealer that is a party to such
retail distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold
2026 Bonds of each maturity allocated to it, whether or not the Closing Date
has occurred, until either all 2026 Bonds of that maturity allocated to it have
been sold or until it is notified by the winning bidder that the 10% test has
been satisfied as to the 2026 Bonds of that maturity, provided that the
reporting obligation after the Closing Date may be at reasonable periodic
intervals or otherwise upon request of the winning bidder and (2) to comply
with the hold -the -offering -price rule, if applicable, if and for so long as
directed by the winning bidder and as set forth in the related pricing wires;
(B) to promptly notify the winning bidder of any sales of 2026
Bonds that, to its knowledge, are made to a purchaser who is a related party
to an underwriter participating in the initial sale of the 2026 Bonds to the
public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the
underwriter, dealer or broker-dealer, the winning bidder shall assume that
each order submitted by the underwriter, dealer or broker-dealer is a sale to
the public.
(ii) any agreement among underwriters or selling group agreement
relating to the initial sale of the 2026 Bonds to the public, together with the related
pricing wires, contains or will contain language obligating each underwriter or
dealer that is a party to a third -party distribution agreement to be employed in
10
connection with the initial sale of the 2026 Bonds to the public to require each
broker-dealer that is a party to such third -party distribution agreement to (A) report
the prices at which it sells to the public the unsold 2026 Bonds of each maturity
allocated to it, whether or not the Closing Date has occurred, until either all 2026
Bonds of that maturity allocated to it have been sold or it is notified by the winning
bidder or such underwriter that the 10% test has been satisfied as to the 2026 Bonds
of that maturity, provided that the reporting obligation after the Closing Date may
be at reasonable periodic intervals or otherwise upon request of the winning bidder
or such underwriter and (B) comply with the hold -the -offering -price rule, if
applicable, if and for so long as directed by the winning bidder or the underwriter
and as set forth in the related pricing wires.
Sales of any 2026 Bonds to any person that is a related party to an underwriter shall
not constitute sales to the public for purposes of this Official Notice of Sale. Further, for
purposes of this Official Notice of Sale:
(i) "public" means any person other than an underwriter or a related
party,
(ii) "underwriter" means (A) any person that agrees pursuant to a written
contract with the Issuer (or with the lead underwriter to form an underwriting
syndicate) to participate in the initial sale of the 2026 Bonds to the public and (B)
any person that agrees pursuant to a written contract directly or indirectly with a
person described in clause (A) to participate in the initial sale of the 2026 Bonds to
the public (including a member of a selling group or a party to a retail distribution
agreement participating in the initial sale of the 2026 Bonds to the public),
(iii) a purchaser of any of the 2026 Bonds is a "related party" to an
underwriter if the underwriter and the purchaser are subject, directly or indirectly,
to (i) more than 50% common ownership of the voting power or the total value of
their stock, if both entities are corporations (including direct ownership by one
corporation of another), (ii) more than 50% common ownership of their capital
interests or profits interests, if both entities are partnerships (including direct
ownership by one partnership of another), or (iii) more than 50% common
ownership of the value of the outstanding stock of the corporation or the capital
interests or profit interests of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other), and
(iv) "sale date" means the date that the 2026 Bonds are awarded by the
Issuer to the winning bidder.
11
DISCLOSURE; AMENDMENTS TO NOTICE OF SALE;
NOTIFICATION OBLIGATIONS OF PURCHASER
This Official Notice of Sale is not intended as a disclosure document and bidders
are required to obtain and carefully review the Preliminary Official Statement before
submitting a bid.
This Official Notice of Sale may be amended from time to time after its initial
publication by publication of amendments thereto not less than 20 hours prior to the bid
date and time through Refinitiv TM3 at the internet website address www.tm3.com. Each
bidder will be charged with the responsibility of obtaining any such amendments and
complying with the terms thereof.
Prior to delivery of the 2026 Bonds to the successful bidder, the successful bidder
shall file with the Issuer a statement as described in Section 218.38(1)(c)2, Florida Statutes,
containing the underwriting spread (including management fee, if any), and the amount of
any fee, bonus or gratuity paid in connection with the 2026 Bonds to any person not
regularly employed by the successful bidder. This statement shall be filed with the Issuer
even if no such management fee or underwriting spread has been charged by the successful
bidder or no such fee, bonus or gratuity has been paid by the successful bidder, and such
filing shall be a condition precedent to the delivery of the 2026 Bonds by the Issuer to the
successful bidder.
The successful bidder, by submitting its bid, agrees to furnish to the Issuer and Bond
Counsel a certificate verifying information as to the bona fide initial offering prices or
yields of the 2026 Bonds to the public and sales of the 2026 Bonds appropriate for
determination of the issue price of, and the yield on, the 2026 Bonds under the Internal
Revenue Code of 1986, as amended, in the form attached hereto as Exhibit A-2, and such
other documentation as and at the time requested by Bond Counsel.
The successful bidder shall also verify its winning bid in writing to the Issuer by
executing a printed copy of its winning bid as reported on Parity®.
The winning bidder is required to provide a Truth in Bonding Statement pursuant to
Section 218.385, Florida Statutes, and to disclose the payment of any "finder's fee"
pursuant to Section 218.386, Florida Statutes, prior to the award of the 2026 Bonds, as set
forth in Exhibit A-1 to this Official Notice of Sale.
OFFICIAL STATEMENT
The Issuer shall furnish at its expense within seven (7) business days after the 2026
Bonds have been awarded to the successful bidder, or at least five (5) business days before
the Closing Date, whichever is earlier, a reasonable number of copies of the final Official
Statement, which, in the judgment of the Financial Advisor to the County will permit the
12
successful bidder to comply with applicable SEC and MSRB rules. The successful bidder
may arrange for additional copies of the final Official Statement at its expense.
CONTINUING DISCLOSURE
In order to assist bidders in complying with SEC Rule 15c2-12, the Issuer will
undertake to provide, or cause to be provided, certain financial information and operating
data and to provide notices of certain events, if material. Such information will be filed
with the Municipal Securities Rulemaking Board through its Electronic Municipal Market
Access System. A summary of such undertaking is contained in the Preliminary Official
Statement.
DISCLOSURE INFORMATION
Copies of the Preliminary Official Statement "deemed final" (except for permitted
omissions) by the Issuer in accordance with SEC Rule 15c2-12 must be obtained from the
Financial Advisor, Hilltop Securities Inc., 450 South Orange Avenue, Suite 225, Orlando,
Florida 32801, (407) 426-9611 before a bid is submitted. The Issuer's Preliminary Official
Statement and Official Notice of Sale are also available for viewing in electronic format at
www.munios.com.
CHOICE OF LAW
Any litigation or claim arising out of any bid submitted (regardless of the means of
submission) pursuant to this Official Notice of Bond Sale shall be governed by and
construed in accordance with the laws of the State of Florida. The venue situs for any such
action shall be the state courts of the Nineteenth Judicial Circuit in and for Indian River
County, Florida.
[Remainder of page intentionally left blank]
13
NOTICE OF BIDDERS REGARDING
PUBLIC ENTITY CRIMES
A person or affiliate who has been placed on the convicted vendor list following a
conviction for a public entity crime may not submit a bid on a contract to provide any goods
or services to a public entity, may not submit a bid on a contract with a public entity for
the construction or repair of a public building or public work, may not submit bids on leases
of real property to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public entity, and may not
transact business with any public entity in excess of the threshold amount provided in
Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being
placed on the convicted vendor list.
INDIAN RIVER COUNTY, FLORIDA
By: /s/John A. Titkanich, Jr.
John A. Titkanich, Jr., County Administrator
14
EXHIBIT A-1
TRUTH -IN -BONDING STATEMENT
AND DISCLOSURE
In compliance with Section 218.385, Florida Statutes, as amended, the undersigned
bidder submits the following Truth -In -Bonding Statement with respect to the Indian River
County, Florida General Obligation Bonds, Series 2026 (the "Bonds") (NOTE: For
information purposes only and not a part of the bid):
Indian River County, Florida (the "Issuer") is proposing to issue
$ * of the Bonds for the purpose of financing the acquisition and
preservation of environmentally sensitive lands and the construction of public
access improvements with respect thereto within the County. The Bonds are
expected to be repaid over a period of approximately years. At a forecasted
interest rate of %, total interest paid over the life of the Bonds will be $
The source of repayment or security for the Bonds is a pledge of the full faith
and credit of the Issuer, as more fully described in the Preliminary Official
Statement and Official Notice of Sale.
In compliance with Section 218.386, Florida Statutes, the undersigned, on behalf of
itself and all other members of the underwriting group, if any, hereby certifies that neither
it nor any member of the underwriting group have paid any "finder's fees" as defined in
Section 218.386, Florida Statutes, or any bonus, fee or gratuity in connection with the sale
of the Bonds, except as provided below:
Bidder's Name:
By:
Title:
Date:
* Preliminary, subject to change.
EXHIBIT A-2
CERTIFICATE WITH RESPECT TO "ISSUE PRICE"
The undersigned, on behalf of [UNDERWRITER] ("[UNDERWRITER SHORT
NAME] "), hereby represents and warrants that it has an established industry reputation for
underwriting new issuances of municipal bonds and certifies as set forth below with respect
to the sale of the above -captioned obligations (the 'Bonds").
[Alternate 1 - Competitive Safe Harbor Met]
1. Reasonably Expected Initial Offering Price. (a) As of the Sale Date, the
reasonably expected initial offering prices of the Bonds to the Public by [UNDERWRITER
SHORT NAME] are the prices listed in Schedule A (the "Expected Offering Prices"). The
Expected Offering Prices are the prices for the Maturities of the Bonds used by
[UNDERWRITER SHORT NAME] in formulating its bid to purchase the Bonds.
Attached as Schedule B are true and correct copies of the bid provided by
[UNDERWRITER SHORT NAME] to purchase the Bonds and the pricing wire or
equivalent communication for the Bonds.
(b) [UNDERWRITER SHORT NAME] was not given the opportunity to review
other bids prior to submitting its bid.
(c) The bid submitted by [UNDERWRITER SHORT NAME] constituted a firm
offer to purchase the Bonds.
[Alternate 2 — If all Maturities use General Rule]
1. Sale of Bonds under General Rule.
(a) As of the date of this certificate, for each Maturity of the Bonds, the first
price at which at least 10% of such Maturity of the Bonds was sold to the Public is the
respective price listed in Schedule A.
[Alternate 3 — If select Maturities use General Rule]
Sale of Bonds under General Rule (Select Maturities).
(a) As of the date of this certificate, for each Maturity of the General Rule
Maturities, the first price at which at least 10% of such Maturity of the Bonds was sold to
the Public is the respective price listed in Schedule A.
(b) [UNDERWRITER SHORT NAME] offered the Hold -the -Offering -Price
Maturities to the public for purchase at the respective initial offering prices listed in
F.-VA51
Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing
wire or equivalent communication for the Bonds is attached to this certificate as Schedule
B.
(c) As set forth in the Official Notice of Sale and bid award, [UNDERWRITER
SHORT NAME] has agreed in writing that, (i) for each Maturity of the Hold -the -Offering -
Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any
person at a price that is higher than the Initial Offering Price for such Maturity during the
Holding Period for such Maturity (the "hold -the -offering -price rule"), and (ii) any selling
group agreement shall contain the agreement of each dealer who is a member of the selling
group, and any retail distribution agreement shall contain the agreement of each broker-
dealer who is a party to the retail distribution agreement, to comply with the hold -the -
offering -price rule. Pursuant to such agreement, no Underwriter (as defined below) has
offered or sold any Maturity of the Hold -the -Offering -Price Maturities at a price that is
higher than the respective Initial Offering Price for that Maturity of the Bonds during the
Holding Period.
[Alternate 4 — If all Maturities Hold -the -Offering -Price Rule]
1. Sale of Bonds under Hold -the -Offering -Price Rule.
(a) [UNDERWRITER SHORT NAME] offered the Bonds to the Public for
purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering
Prices") on or before the Sale Date. A copy of the pricing wire or equivalent
communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Official Notice of Sale and bid award, [UNDERWRITER
SHORT NAME] has agreed in writing that, (i) for each Maturity of the Bonds, it would
neither offer nor sell any of the Bonds of such Maturity to any person at a price that is
higher than the Initial Offering Price for such Maturity during the Holding Period for such
Maturity (the "hold -the -offering -price rule"), and (ii) any selling group agreement shall
contain the agreement of each dealer who is a member of the selling group, and any retail
distribution agreement, to comply with the hold -the -offering -price rule. Pursuant to such
agreement, no Underwriter (as defined below) has offered or sold any Maturity of the
Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of
the Bonds during the Holding Period.
2. Total Issue Price. The total of the issue prices of all Maturities is
3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in
Schedule A hereto as the "General Rule Maturities."
A-2-2
(b) Hold -the -Offering -Price Maturities means those Maturities of the Bonds
listed in Schedule A hereto as the "Hold -the -Offering -Price Maturities."
(c) Holding Period means, with respect to a Hold -the -Offering -Price Maturity,
the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth
business day after the Sale Date ([June 111, 2026), or (ii) the date on which
[UNDERWRITER SHORT NAME] sold at least 10% of such Hold -the -Offering -Price
Maturity to the Public at prices that are no higher than the Initial Offering Price for such
Hold -the -Offering -Price Maturity.
(d) Issuer means Indian River County, Florida.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with
different maturity dates, or Bonds with the same maturity date but different stated interest
rates, are treated as separate Maturities.
(f) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term "related party" for purposes of this certificate generally means any
two or more persons who have greater than 50 percent common ownership, directly or
indirectly.
(g) Sale Date means the first day on which there is a binding contract in writing
for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [June 11 ], 2026.
(h) Underwriter means (i) any person that agrees pursuant to a written contract
with the Issuer (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees
pursuant to a written contract directly or indirectly with a person described in clause (i) of
this paragraph to participate in the initial sale of the Bonds to the Public (including a
member of a selling group or a party to a retail distribution agreement participating in the
initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents [UNDERWRITER SHORT NAME]'s interpretation
of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of
1986, as amended, and the Treasury Regulations thereunder. The undersigned understands
that the foregoing information will be relied upon by the Issuer with respect to certain of
the representations set forth in the Certificate as to Arbitrage and Certain Other Tax Matters
relating to the Bonds and with respect to compliance with the federal income tax rules
affecting the Bonds, and by Nabors, Giblin & Nickerson, P.A. in connection with rendering
its opinion that the interest on the Bonds is excluded from gross income for federal income
tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other
A-2-3
federal income tax advice that it may give to the Issuer from time to time relating to the
Bonds.
Dated: 12026
[Name]
A-2-4
SCHEDULEI
EXPECTED OFFERING PRICES
OR
PRICES OF GENERAL RULE MATURITIES
AND HOLD -THE -OFFERING PRICE MATURITIES
SCH 1-1
SCHEDULE 2
COPY OF UNDERWRITER'S BID AND PRICING WIRE
SCH 2-1
EXHIBIT A-3
NONGOVERNMENTAL ENTITY
ANTI-HUMAN TRAFFICKING AFFIDAVIT
Section 787.06(13), Florida Statutes
$[PAR AMOUNT]
INDIAN RIVER COUNTY, FLORIDA
GENERAL OBLIGATION BONDS, SERIES 2026
I, the undersigned, am an officer or representative of [UNDERWRITER] and attest
that said entity does not use coercion for labor or services as defined in Section 787.06,
Florida Statutes. Under penalty of perjury, I hereby declare and affirm, to the best of my
knowledge and belief, that the above stated facts are true and correct.
[UNDERWRITER]
[Name], [Title]
STATE OF
COUNTY OF
SWORN TO AND SUBSCRIBED before me by means of ❑ physical presence or
❑ online notarization this —day of 2026, by [Name] as [Title] on behalf of
[UNDERWRITER]. He/she is ❑ personally known to me or ❑ has produced
(Type of Identification) as identification.
(Notary Seal)
A-3-1
Signature of Notary Public
Print, Type or Stamp Name of Notary
Serial Number, if any
EXHIBIT C
FORM OF PRELIMINARY OFFICIAL STATEMENT
PRELIMINARY OFFICIAL STATEMENT DATED [JUNE] _, 2026
NEW ISSUE - BOOK -ENTRY ONLY
See "RATING" herein
In the opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel,
under existing statutes, regulations, rulings and court decisions and subject to the
conditions described herein under "TAX MATTERS, " interest on the Series 2026 Bonds is
(a) excludable from gross income of the owners thereof for federal income tax purposes
except as otherwise described herein under the caption "TAX MATTERS, " and (b) not an
item of tax preference for purposes of the federal alternative minimum tax; provided,
however, with respect to certain corporations, interest on the Series 2026 Bonds is taken
into account in determining the annual adjusted financial statement income for the purpose
of computing the alternative minimum tax imposed on such corporations. Such interest,
however, may be subject to other federal income tax consequences referred to herein under
"TAX MATTERS." See "TAX MATTERS" herein for a general discussion of Bond
Counsel's opinion and other tax considerations.
$[PAR AMOUNT]*
Y, INDIAN RIVER COUNTY, FLORIDA
GENERAL OBLIGATION BONDS,
SERIES 2026 �.ORI�
Dated: Date of Delivery Due: July 1, as shown on inside cover
The Indian River County, Florida General Obligation Bonds, Series 2026 (the
"Series 2026 Bonds") will be issued by Indian River County, Florida (the "County") as
fully registered bonds in denominations of $5,000 and integral multiples thereof. Interest
on the Series 2026 Bonds will be payable semiannually on each January 1 and July 1,
commencing on [January 1, 2027], by check or draft of U.S. Bank Trust Company,
National Association, as Paying Agent, to the registered owner thereof or by electronic
means. Principal of and redemption premium, if any, on the Series 2026 Bonds is payable
upon presentation and surrender at the principal corporate trust office of the Paying Agent.
The Series 2026 Bonds initially will be registered in the name of Cede & Co., as
registered owner and nominee for The Depository Trust Company ("DTC"), which will act
as securities depository for the Series 2026 Bonds. Series 2026 Bonds will be available to
purchasers under the book -entry system maintained by DTC through brokers and dealers
who are, or act through, Direct Participants (as defined herein). Purchasers of the Series
2026 Bonds (the "Beneficial Owners") will not receive physical delivery of bond
certificates. Ownership by the Beneficial Owners of the Series 2026 Bonds will be
evidenced by book -entry only. As long as Cede & Co. is the registered owner as nominee
of DTC, payments of principal, interest and premium, if any, will be made directly to such
registered owner which will in turn remit such payments to the Direct Participants for
subsequent disbursement to the Beneficial Owners. See "DESCRIPTION OF THE
SERIES 2026 BONDS — Book Entry Only System" herein.
The Series 2026 Bonds are being issued for the purposes of (1) financing costs of
the acquisition and preservation of certain environmentally sensitive lands, and the
construction of public access improvements with respect thereto, as described in the plans
and specifications on file with the County, and (2) paying certain costs and expenses
relating to the issuance of the Series 2026 Bonds.
The Series 2026 Bonds are being issued by the County under the authority of Article
VII, Section 12 of the Constitution of the State of Florida, Chapter 125, Florida Statutes,
and other applicable provisions of law, and pursuant to Resolution No. 2023-004 adopted
by the Board of County Commissioners of the County on January 31, 2023, as
supplemented, particularly as supplemented by Resolution No. 2026-[] adopted by the
Board on [May 19], 2026 (collectively, the 'Bond Resolution"). The issuance of certain
general obligation bonds such as the Series 2026 Bonds was approved by a majority of the
qualified electors of the County voting in a bond referendum held on November 8, 2022
and validated by a judgment of the Circuit Court of the Nineteenth Judicial Circuit of the
State of Florida, in and for the County, on April 27, 2023.
The Series 2026 Bonds are subject to redemption prior to their stated maturities, as
more particularly described herein. See "DESCRIPTION OF THE SERIES 2026 BONDS
— Redemption Provisions" herein.
The Series 2026 Bonds are general obligation bonds of the County to which the full
faith, credit and taxing power of the County are irrevocably pledged in the manner and to
the extent described in the Bond Resolution. The Series 2026 Bonds are payable from ad
valorem taxes levied without limitation as to rate or amount on all taxable property within
the County sufficient in amount to pay the principal of and interest on the Series 2026
Bonds. See "SECURITY FOR THE SERIES 2026 BONDS" herein.
SEE INSIDE COVER PAGE FOR THE MATURITY SCHEDULE
This cover page and the inside cover page contains certain information for quick
reference only. They are not, and are not intended to be, a summary of this issue. Investors
must read the entire Official Statement, including the Appendices, to obtain information
essential to the making of an informed investment decision.
Electronic bids only for the Series 2026 Bonds pursuant to the provisions of the
Notice of Sale will be received by the County pursuant to BiDCOMP/Parity® electronic
bid submission system in the manner and at the time and/or date described in the Official
Notice of Sale.
The County is not planning to purchase bond insurance at its expense to insure all
or some of the Series 2026 Bonds. However, bidders, at their own expense, may elect to
insure all or a portion of the Series 2026 Bonds and such insurance may be obtained from
one or more bond insurance providers identified by the successful bidder. See "TERMS
OF BIDS AND BASIS OF AWARD" in the Official Notice of Sale for further information.
The Series 2026 Bonds are offered when, as and if issued and received by the
underwriter, subject to the approving legal opinion of Nabors, Giblin & Nickerson, P.A.,
Tampa, Florida, Bond Counsel. Certain legal matters will be passed upon for the County
by Jennifer W. Shuler, Esq., County Attorney, and certain disclosure matters will be passed
upon by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, as Disclosure Counsel to the
County. Hilltop Securities Inc., Orlando, Florida, is acting as Municipal Advisor for the
County. It is expected that the Series 2026 Bonds will be available for delivery through
the facilities of DTC on or about [July] [_J, 2026
Dated: [June] [_], 2026
Preliminary, subject to change.
$[PAR AMOUNT]'
INDIAN RIVER COUNTY, FLORIDA
General Obligation Bonds, Series 2026
$[ ] Serial Bonds
Maturity Principal Interest Initial
(July 1)'t Amount" Rate Yield Price CUSIP Nos."
S % % $
Preliminary, subject to change. See "ADJUSTMENTS OF PRINCIPAL AMOUNTS" in the Official Notice of Sale for further
information.
Copyright, CUSIP Global Services. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein
is provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association by FactSet Research
Systems, Inc. All rights reserved. This data is not intended to create a database and does not serve in any way as a substitute
for CUSIP Global Services. The County is not responsible for the use of the CUSIP numbers referenced herein nor is any
representation made by the County as to their correctness. The CUSIP numbers provided herein are included solely for the
convenience of the readers of this Official Statement. The CUSIP number for a specific maturity is subject to being changed
after the issuance of the Series 2026 Bonds as a result of various subsequent actions including, but not limited to, a refunding
in whole or in part of as a result of the procurement of secondary markets portfolio insurance or other similar enhancement by
investors that is applicable to all or a portion of certain maturities of the bonds.
t May be combined into Term Bonds. The maturities of the Series 2026 Bonds may consist of Serial Bonds and/or Term Bonds.
There is no limitation on the number of Term Bonds, provided only principal amounts maturing on and after July 1, 20_ may
be combined into Term Bonds, See "TERM BONDS OPTIONS" in the Official Notice of Sale for the Series 2026 Bonds.
INDIAN RIVER COUNTY, FLORIDA
BOARD OF COUNTY COMMISSIONERS
DerylLoar.............................................................................................................. Chairman
LauraMoss.................................................................................................... Vice Chairman
SusanAdams.................................................................................................. Commissioner
JosephEarman ................................................................................................ Commissioner
JosephE. Flescher.......................................................................................... Commissioner
COUNTY ADMINISTRATOR
John A. Titkanich, Jr., ICMA-CM
CLERK OF THE CIRCUIT COURT AND COMPTROLLER
AND EX -OFFICIO CLERK OF THE BOARD OF COUNTY COMMISSIONERS
Ryan L. Butler
COUNTY ATTORNEY
Jennifer W. Shuler, Esq.
CHIEF DEPUTY COMPTROLLER
Elissa Nagy, CPA, CGFO
DIRECTOR OF THE OFFICE OF MANAGEMENT AND BUDGET
Kristin Daniels, CGFO
BOND AND DISCLOSURE COUNSEL
Nabors, Giblin & Nickerson, P.A.
Tampa, Florida
MUNICIPAL ADVISOR
Hilltop Securities Inc.
Orlando, Florida
I
No dealer, broker, salesman or other person has been authorized by the County to
give any information or to make any representations other than those contained in this
Official Statement, and if given or made, such other information or representations must
not be relied upon as having been authorized by the County. This Official Statement
neither constitutes an offer to sell or the solicitation of an offer to buy, nor shall there be
any sale of the Series 2026 Bonds by any person in any jurisdiction in which it is unlawful
for such person to make such offer, solicitation or sale. The information set forth herein
has been furnished by the County, The Depository Trust Company (as to itself and its book -
entry only system), and other sources which are believed to be reliable, but such
information is not guaranteed as to accuracy or completeness by, and is not to be construed
as a representation of, the County. The information and expressions of opinion herein are
subject to change without notice, and neither the delivery of this Official Statement nor any
sale made hereunder shall, under any circumstances, create the implication that there has
been no change in the affairs of the County since the date hereof.
THE SERIES 2026 BONDS HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, NOR HAS THE BOND RESOLUTION BEEN
QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED,
IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE
REGISTRATION OR QUALIFICATION OF THE SERIES 2026 BONDS IN
ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES
LAWS OF THE STATES, IF ANY, IN WHICH THE SERIES 2026 BONDS HAVE
BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM
REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES
CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER
THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE
MERITS OF THE SERIES 2026 BONDS OR THE ACCURACY OR
COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY
REPRESENTATIONS TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
References herein to laws, rules, regulations, resolutions, agreements, reports and
other documents do not purport to be comprehensive or definitive. All references to such
documents are qualified in their entirety by reference to the particular document, the full
text of which may contain qualifications of and exceptions to statements made herein.
Where full texts have not been included as appendices to this Official Statement they may
be obtained from the County as provided in the final paragraph under "INTRODUCTION"
herein.
Any statements made in this Official Statement involving matters of opinion,
forecasts or estimates, whether or not so expressly stated, are set forth as such and not as
representations of fact, and no representation is made that any of the forecasts or estimates
will be realized. The information and expressions of opinion herein are subject to change
ii
without notice, and neither the delivery of this Official Statement nor any sale made
hereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of the County since the date hereof.
Certain statements included or incorporated by reference in this Official Statement
constitute "forward-looking statements." Such statements generally are identifiable by the
terminology used, such as "plan," "expect," "estimate," "anticipate," "intend," "project,"
"forecast," "budget" or other similar words. The achievement of certain results or other
expectations contained in such forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause actual results, performance or
achievements described to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. The County does
not plan to issue any updates or revisions to those forward-looking statements if or when
its expectations or events, conditions or circumstances on which such statements are based
occur.
THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE
PURCHASERS IN EITHER BOUND OR IN PRINTED FORMAT ("ORIGINAL BOUND
FORMAT"), OR IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITE:
WWW.MUNIOS.COM. THIS OFFICIAL STATEMENT MAY BE RELIED ON ONLY IF IT
IS IN ITS ORIGINAL BOUND FORMAT, OR IF IT IS PRINTED OR SAVED IN FULL
DIRECTLY FROM SUCH WEBSITE OR WWW.EMMA.MSRB.ORG.
iii
TABLE OF CONTENTS
Page
INTRODUCTION...............................................................................................................1
INDIANRIVER COUNTY................................................................................................
2
ESTIMATED SOURCES AND USES OF FUNDS...........................................................4
COMBINED DEBT SERVICE SCHEDULE.....................................................................
5
DESCRIPTION OF THE SERIES 2026 BONDS..............................................................
6
General.............................................................................................................................
6
Book -Entry Only System.................................................................................................
6
Transfer of Series 2026 Bonds........................................................................................
9
RedemptionProvisions..................................................................................................10
Selection of Series 2026 Bonds to be Redeemed..........................................................11
Noticeof Redemption....................................................................................................12
Redemption of Portions of Series 2026 Bonds..............................................................
13
Payment of Redeemed Series 2026 Bonds....................................................................
13
Purchase in Lieu of Optional Redemption....................................................................13
SECURITY FOR THE SERIES 2026 BONDS................................................................14
General...........................................................................................................................
14
Establishment of Funds and Accounts...........................................................................15
No Debt Service Reserve...............................................................................................15
Investments in Funds and Accounts..............................................................................
15
AD VALOREM TAXATION...........................................................................................16
General...........................................................................................................................16
Procedure for Property Assessment...............................................................................17
Settingthe Millage.........................................................................................................
18
Historical and Current Millages.....................................................................................
18
Procedures for Tax Collection and Distribution............................................................19
Assessed Value of Taxable Property.............................................................................
21
Ad Valorem Tax Levies and Collections......................................................................
22
PrincipalTaxpayers.......................................................................................................
22
Constitutional Amendments and Legislative Initiatives Affecting Ad Valorem Taxes
23
LIABILITIES OF THE COUNTY....................................................................................
32
PensionPlans.................................................................................................................
32
Other Post -Employment Benefits..................................................................................
32
LITIGATION....................................................................................................................
32
LEGALMATTERS..........................................................................................................
33
ENFORCEABILITY OF REMEDIES..............................................................................34
MUNICIPALADVISOR..................................................................................................
34
TAXMATTERS...............................................................................................................
34
Opinionof Bond Counsel..............................................................................................
34
Internal Revenue Code of 1986.....................................................................................
35
Collateral Tax Consequences.........................................................................................
35
IV
OtherTax Matters.......................................................................................................... 35
OriginalIssue Discount.................................................................................................. 36
Original Issue Premium................................................................................................. 37
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS ................... 37
RATING............................................................................................................................ 38
UNDERWRITING............................................................................................................ 38
CONTINUING DISCLOSURE........................................................................................ 38
FINANCIAL STATEMENTS...........................................................................................39
INVESTMENT POLICY OF THE COUNTY.................................................................. 39
CONTINGENTFEES....................................................................................................... 40
MISCELLANEOUS.......................................................................................................... 40
AUTHORIZATION OF OFFICIAL STATEMENT........................................................ 41
Appendix A - General Information Regarding Indian River County
Appendix B - Annual Comprehensive Financial Report for the Fiscal Year ended
September 30, 2025
Appendix C - Form of Bond Resolution
Appendix D - Form of Approving Opinion of Bond Counsel
Appendix E - Form of Continuing Disclosure Certificate
v
OFFICIAL STATEMENT
Relating to
$[PAR AMOUNT]*
INDIAN RIVER COUNTY, FLORIDA
GENERAL OBLIGATION BONDS,
SERIES 2026
INTRODUCTION
The purpose of this Official Statement, which includes the cover page, inside cover
page and the appendices, is to furnish information with respect to the issuance by Indian
River County, Florida (the "County") of $[PAR AMOUNT]* aggregate principal amount
of its General Obligation Bonds, Series 2026 (the "Series 2026 Bonds").
The Series 2026 Bonds are being issued by the County under the authority of Article
VII, Section 12 of the Constitution of the State of Florida, Chapter 125, Florida Statutes,
and other applicable provisions of law, and pursuant to Resolution No. 2023-004 adopted
by the Board of County Commissioners (the 'Board") of the County on January 31, 2023,
as supplemented, particularly as supplemented by Resolution No. 2026-[ ] adopted by
the Board on [May 19], 2026 (collectively, the 'Bond Resolution").
The issuance of certain general obligation bonds in one or more series in a combined
aggregate principal amount of $50,000,000 was approved by the qualified electors of the
County at a bond referendum held on November 8, 2022 (the "Referendum") and validated
by a judgment of the Circuit Court of the Nineteenth Judicial Circuit of the State of Florida,
in and for the County, on April 27, 2023, the period for appeal of which has expired. The
Series 2026 Bonds are the second and final series of new money general obligation bonds
to be issued by the County pursuant to the authority of the Referendum. The County has
previously issued $22,795,000 of the indebtedness authorized in the Referendum (the
"Series 2024 Bonds"). Upon issuance of the Series 2026 Bonds, the County will have
issued the full $50,000,000 of new money general obligation bonds authorized by the
voters in the County in the Referendum; provided, however, the County may issue future
series of general obligation bonds for refunding purposes.
The Series 2026 Bonds are general obligation bonds of the County to which the full
faith, credit and taxing power of the County are irrevocably pledged in the manner and to
the extent described in the Bond Resolution. The Series 2026 Bonds are payable from ad
valorem taxes levied without limitation as to rate or amount on all taxable property within
* Preliminary, subject to change.
the County, sufficient in amount to pay the principal ,of and interest on the Series 2026
Bonds. See "SECURITY FOR THE SERIES 2026 BONDS" herein.
The Series 2026 Bonds are being issued for the purposes of (1) financing costs of
the acquisition and preservation of certain environmentally sensitive lands, and the
construction of public access improvements with respect thereto, as described in the plans
and specifications on file with the County, and (2) paying certain costs and expenses
relating to the issuance of the Series 2026 Bonds.
The Series 2026 Bonds are subject to redemption prior to their stated maturities, as
more particularly described herein. See "DESCRIPTION OF THE SERIES 2026 BONDS
— Redemption Provisions" herein.
U.S. Bank Trust Company, National Association, Jacksonville, Florida, shall serve
as the initial Paying Agent and Registrar for the Series 2026 Bonds.
The County has covenanted to provide certain continuing disclosure information
pursuant to Rule 15c2-12 of the Securities and Exchange Commission relating to the Series
2026 Bonds. See "CONTINUING DISCLOSURE" herein.
Capitalized terms used but not defined herein have the same meanings as when used
in the Bond Resolution unless the context would clearly indicate otherwise. Complete
descriptions of the terms and conditions of the Series 2026 Bonds are set forth in the Bond
Resolution, the form of which is contained in Appendix C of this Official Statement. The
descriptions of the Series 2026 Bonds, the documents authorizing and securing the same,
and the information from various reports and statements contained herein are not
comprehensive or definitive. All references herein to such documents, reports and
statements are qualified by the entire, actual content of such documents, reports and
statements. Copies of such documents, reports and statements referred to herein that are
not included in their entirety in this Official Statement may be obtained from the County.
INDIAN RIVER COUNTY
The Florida Legislature established Indian River County on June 29, 1925. The
County is located on the central Atlantic coast of Florida, approximately 100 miles
southeast of Orlando and 135 miles north of Miami. The County is bordered by Brevard
County to the north, St. Lucie County to the south, and Osceola and Okeechobee Counties
on the west. There are approximately 100 miles of waterfront land in the County, including
23 miles of Atlantic beaches.
The City of Vero Beach is the seat of County government. The County is a
noncharter county established under the Constitution and the Laws of the State of Florida.
A five member Board of County Commissioners, elected at large from five districts,
governs the County. The Board appoints a County Administrator who is responsible for
2
implementing the policies set forth by the Board. The County Administrator is charged
with the proper fiscal management of the resources of the County. In addition to the Board,
there are five elected Constitutional Officers serving specific governmental functions:
Clerk of the Circuit Court and Comptroller, Property Appraiser, Sheriff, Supervisor of
Elections, and Tax Collector. Although the majority of the funding for all Constitutional
Officers is part of the County's General Fund, the Board does not have direct responsibility
for their operations.
Indian River County provides a full range of services including, but not limited to:
construction and maintenance of roadways, sidewalks and other infrastructure, fire
rescue/emergency services, law enforcement, library services, traffic operations and
control, parks and recreational services, golf course, human services, building inspections,
licenses and permits, water/sewer utility services, and refuse collection and disposal.
The County is a political subdivision of the State, and is governed by the State
Constitution and the general laws of the State. See "Appendix A - General Information
Regarding Indian River County" attached hereto.
[Remainder of page intentionally left blank]
3
ESTIMATED SOURCES AND USES OF FUNDS
The proceeds to be received from the sale of the Series 2026 Bonds are expected to
be applied as follows:
SOURCES OF FUNDS
Principal Amount $[PAR AMOUNT]
[Plus/Less] [Net] Original Issue [Premium/Discount]
Total Sources of Funds $
USES OF FUNDS
Deposit to 2026 Project Account(') $
Costs of issuance (2)
Total Uses of Funds $
0) To be applied to finance and/or reimburse costs of the 2026 Project. See "PURPOSE OF
THE BONDS" herein.
(2) Includes underwriters' discount, legal, municipal advisory, professional, administrative and
other customary costs of issuance.
[Remainder of page intentionally left blank]
F51
COMBINED DEBT SERVICE SCHEDULE
The following table sets forth the annual debt service requirements with respect to
the Series 2026 Bonds and the outstanding Series 2024 Bonds:
Bond Year Ending
(July 1)
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
Totals
Annual Debt Service Annual Debt Service Combined Annual
Principal Interest on Series 2026 Bonds on Series 2024 Bonds Debt Service
$ $ $1,778,350 $
1,780,350
1,780,350
1,778,350
1,779,350
1,778,100
1,779,600
1,778,600
1,780,100
1,778,850
1,779,850
1,777,850
1,777,850
1,779,600
1,777,850
1,782,600
1,779,200
1,778,400
'Totals may not add due to rounding.
$32,025,200
[Remainder of page intentionally left blank]
5
DESCRIPTION OF THE SERIES 2026 BONDS
General
The Series 2026 Bonds will be dated their date of delivery and will be issued in fully
registered form, without coupons, in denominations of $5,000 each or integral multiples
thereof, maturing on July 1 in the years and in the principal amounts set forth on the inside
cover page of this Official Statement. The Series 2026 Bonds will bear interest at the rates
set forth on the inside cover page of this Official Statement, computed on the basis of a
360 -day year, consisting of twelve 30 -day months. Interest on the Series 2026 Bonds will
be payable semi-annually on January 1 and July 1 of each year, commencing on [January
1, 2027]. U.S. Bank Trust Company, National Association, Jacksonville, Florida, is
serving as the initial Paying Agent and Registrar. Interest on any Series 2026 Bond will
be paid by check or draft of the Paying Agent or by electronic means to the registered
Holder of such Series 2026 Bond. Except as otherwise set forth under "- Book -Entry Only
System" below, principal of the Series 2026 Bonds shall be made upon presentation and
surrender of the Series 2026 Bonds at the corporate trust office of the Paying Agent. The
principal of and interest on the Series 2026 Bonds shall be payable in any coin or currency
of the United States of America which on the respective dates of payment thereof is legal
tender for the payment of public and private debts.
Book -Entry Only System
THE FOLLOWING INFORMATION IN THIS SECTION CONCERNING DTC
AND DTC'S BOOK -ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM DTC
AND OTHER SOURCES THAT THE COUNTY BELIEVES TO BE RELIABLE AND
THE COUNTY DOES NOT TAKE ANY RESPONSIBILITY FOR THE ACCURACY
THEREOF.
DTC will act as securities depository for the Series 2026 Bonds. The Series 2026
Bonds will be issued as fully -registered bonds registered in the name of Cede & Co. (DTC's
partnership nominee) or such other name as may be requested by an authorized
representative of DTC. One fully -registered bond certificate will be issued for each
maturity of the Series 2026 Bonds and will be deposited with DTC. SO LONG AS CEDE
& CO. IS THE REGISTERED OWNER OF THE SERIES 2026 BONDS, AS NOMINEE
OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE
SERIES 2026 BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2026
BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL
OWNERS OF THE SERIES 2026 BONDS. THE DESCRIPTION WHICH FOLLOWS
OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL
OWNERSHIP INTERESTS IN THE SERIES 2026 BONDS, PAYMENT OF INTEREST
AND PRINCIPAL ON THE SERIES 2026 BONDS TO DIRECT PARTICIPANTS (AS
HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2026
BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP
1.1
INTERESTS IN THE SERIES 2026 BONDS, AND OTHER RELATED
TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND
BENEFICIAL OWNERS OF THE SERIES 2026 BONDS IS BASED SOLELY ON
INFORMATION FURNISHED BY DTC. ACCORDINGLY, THE COUNTY NEITHER
MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE
MATTERS.
DTC, the world's largest securities depository, is a limited -purpose trust company
organized under the New York Banking Law, a "banking organization" within the meaning
of the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues
of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market
instruments (from over 100 countries) that DTC's participants (the "Direct Participants")
deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants
of sales and other securities transactions in deposited securities, through electronic
computerized book -entry transfers and pledges between Direct Participants' accounts. This
eliminates the need for physical movement of securities certificates. Direct Participants
include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary
of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding
company for DTC, National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of
its regulated subsidiaries. Access to the DTC system is also available to others such as
both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (the "Indirect Participants"). , DTC has a Standard
and Poor's rating of AA+. The DTC rules applicable to its Participants are on file with the
Securities and Exchange Commission. More information about DTC can be found at
www.dtcc.com and www.dtc.org.
Purchases of the Series 2026 Bonds under the DTC system must be made by or
through Direct Participants, which will receive a credit for such Series 2026 Bonds on
DTC's records. The ownership interest of each actual purchaser of each Series 2026 Bond
(the "Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants'
records. Beneficial Owners will not receive written confirmation from DTC of their
purchase. Beneficial Owners are, however, expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their holdings, from
the Direct or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Series 2026 Bonds are to be
accomplished by entries made on the books of Direct and Indirect Participants acting on
behalf of the Beneficial Owners. Beneficial Owners will not receive certificates
VA
representing their ownership interests in the Series 2026 Bonds, except in the event that
use of the book -entry system for the Series 2026 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2026 Bonds deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee, Cede &
Co. or such other name as may be requested by an authorized representative of DTC. The
deposit of the Series 2026 Bonds with DTC and their registration in the name of Cede &
Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC
has no knowledge of the actual Beneficial Owners of the Series 2026 Bonds; DTC's records
reflect only the identity of the Direct Participants to whose accounts such Series 2026
Bonds are credited, which may or may not be the Beneficial Owners. The Direct and
Indirect Participants will remain responsible for keeping an account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants,
by Direct Participants to Indirect Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements made among them,
subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the Series 2026 Bonds are
being redeemed, DTC's practice is to determine by lot the amount of the interest of each
Direct Participant in such Series 2026 Bonds, as the case may be, to be redeemed.
Beneficial Owners of the Series 2026 Bonds may wish to take certain steps to augment the
transmission to them of notices of significant events with respect to the Series 2026 Bonds,
such as redemptions, defaults, and proposed amendments to the Series 2026 documents.
For example, Beneficial Owners of the Series 2026 Bonds may wish to ascertain that the
nominee holding the Series 2026 Bonds for their benefit has agreed to obtain and transmit
notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide
their names and addresses to the Registrar and request that copies of notices be provided
directly to them.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote
with respect to the Series 2026 Bonds unless authorized by a Direct Participant in
accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to the County as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Series 2026 Bonds are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal and interest payments on the Series 2026 Bonds will be made to Cede &
Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and
corresponding detail information from the County or the Registrar on the payable date in
accordance with their respective holdings shown on DTC's records. Payments by
Participants to Beneficial Owners will be governed by standing instructions and customary
E?
practices, as is the case with securities held for the accounts of customers in bearer form or
with securities registered in "street name," and will be the responsibility of such Participant
and not of DTC or the County, subject to any statutory and regulatory requirements as may
be in effect from time to time. Payment of principal and interest to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the
responsibility of the County. Disbursement of such payments to Direct Participants will
be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners
will be the responsibility of the Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to
the Series 2026 Bonds at any time by giving reasonable notice to the County. Under such
circumstances, in the event that a successor securities depository is not obtained, Series
2026 Bond certificates are required to be printed and delivered.
The County may decide to discontinue use of the book -entry transfers through DTC
(or a successor securities depository). In that event and upon compliance with applicable
DTC procedures, Series 2026 Bond certificates will be printed and delivered.
Transfer of Series 2026 Bonds
So long as the Series 2026 Bonds are registered in the name of DTC or its nominee,
the following paragraphs relating to transfer and exchange of beneficial ownership
interests in the Series 2026 Bonds will not apply to the Series 2026 Bonds, and the transfer
and registration of beneficial ownership interests in the Series 2026 Bonds will be
governed by the rules and procedures of DTC as generally described under
"DESCRIPTION OF THE SERIES 2026 BONDS - Book -Entry Only System, " above.
Series 2026 Bonds, upon surrender thereof at the office of the Registrar with a
written instrument of transfer satisfactory to the Registrar, duly executed by the Holder
thereof or such Holder's attorney duly authorized in writing, may, at the option of the
Holder thereof, be exchanged for an equal aggregate principal amount of registered Series
2026 Bonds of the same maturity of any other authorized denominations.
The Series 2026 Bonds issued under the Bond Resolution shall be and have all the
qualities and incidents of negotiable instruments under the law merchant and the Uniform
Commercial Code of the State of Florida, subject to the provisions for registration and
transfer contained in the Bond Resolution and in the Series 2026 Bonds. So long as any of
the Series 2026 Bonds shall remain outstanding, the County shall maintain and keep at the
office of the Registrar, books for the registration and transfer of the Series 2026 Bonds.
Each Series 2026 Bond shall be transferable only upon the books of the County, at
the office of the Registrar, under such reasonable regulations as the County may prescribe,
by the Holder thereof in person or by such Holder's attorney duly authorized in writing
upon surrender thereof together with a written instrument of transfer satisfactory to the
6
Registrar duly executed and guaranteed by the Holder or such Holder's duly authorized
attorney. Upon the registration or transfer of any such Series 2026 Bond, the County shall
issue, and cause to be authenticated, in the name of the transferee a new Series 2026 Bond
or Series 2026 Bonds of the same aggregate principal amount and maturity as the
surrendered Series 2026 Bond. The County, the Registrar and any Paying Agent or
fiduciary of the County may deem and treat the Person in whose name any outstanding
Series 2026 Bond shall be registered upon the books of the County as the absolute owner
of such Series 2026 Bond, whether such Series 2026 Bond shall be overdue or not, for the
purpose of receiving payment of, or on account of, the principal and interest on such Series
2026 Bond and for all other purposes, and all such payments so made to any such Holder
or upon such Holder's order shall be valid and effectual to satisfy and discharge the liability
upon such Series 2026 Bond to the extent of the sum or sums so paid and neither the County
nor the Registrar nor any Paying Agent or other fiduciary of the County shall be affected
by any notice to the contrary.
In all cases in which the privilege of exchanging Series 2026 Bonds or transferring
Series 2026 Bonds is registered, the County shall execute and the Registrar shall
authenticate and deliver such Series 2026 Bonds in accordance with the provisions of the
Bond Resolution. Execution of Series 2026 Bonds in the same manner as is provided in
the Bond Resolution for purposes of exchanging, replacing or transferring Series 2026
Bonds may occur at the time of the original delivery of the Series 2026 Bonds. All Series
2026 Bonds surrendered in any such exchanges or transfers shall be held by the Registrar
in safekeeping until directed by the County to be canceled by the Registrar. For every such
exchange or transfer of Series 2026 Bonds, the County or the Registrar may make a charge
sufficient to reimburse it for any tax, fee, expense or other governmental charge required
to be paid with respect to such exchange or transfer. The County and the Registrar shall
not be obligated to make any such exchange or transfer of Series 2026 Bonds during the
fifteen (15) days next preceding an Interest Date on the Series 2026 Bonds, or, in the case
of any proposed redemption of Series 2026 Bonds, then, for the Series 2026 Bonds subject
to redemption, during the fifteen (15) days next preceding the date of the first mailing of
notice of such redemption and continuing until such redemption date.
Redemption Provisions
Optional Redemption of Series 2026 Bonds. The Series 2026 Bonds maturing on or
before July 1, 2036 are not subject to optional redemption prior to maturity. The Series
2026 Bonds maturing on July 1, 2037 and thereafter are redeemable at the option of the
County from any legally available source, in whole or in part and if in part, in any order of
maturity selected by the County, at its discretion, and by lot within a maturity if less than
an entire maturity is to be redeemed, on July 1, 2036, or at any time thereafter, at a
redemption price equal to the principal amount of the Series 2026 Bonds to be redeemed,
together with accrued interest to the date fixed for redemption.
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Mandatory Redemption of Series 2026 Bonds. The Series 2026 Bonds maturing on
July 1, 20_ are subject to mandatory sinking fund redemption prior to maturity, by lot, in
such manner as the Registrar deems appropriate, at a Redemption Price equal to principal
amount of the Series 2026 Bonds to be redeemed, plus interest accrued thereon to the date
of redemption, commencing on July 1, 20_, and on each July 1 in the following years and
in the following Amortization Installments:
Amortization
Year Installment
*Final Maturity
Selection of Series 2026 Bonds to be Redeemed
The Series 2026 Bonds shall be redeemed only in the principal amount of $5,000
each and integral multiples thereof. The County shall, at least thirty-five (35) days prior to
the redemption date (unless a shorter time period shall be satisfactory to the Registrar, but
in no event less than twenty-five (25) days) notify the Registrar of such redemption date
and of the principal amount of Series 2026 Bonds to be redeemed. For purposes of any
redemption of less than all of the outstanding Series 2026 Bonds of a single maturity, the
particular Series 2026 Bonds or portions of Series 2026 Bonds to be redeemed shall be
selected not more than thirty-five (35) days and not less than twenty-five (25) days prior to
the redemption date by the Registrar from the Outstanding Series 2026 Bonds of the
maturity or maturities designated by the County or by such method as the Registrar shall
deem fair and appropriate and which may provide for the selection for redemption of Series
2026 Bonds or portions of Series 2026 Bonds in principal amounts of $5,000 and integral
multiples thereof. If less than all of a Term Bond is to be redeemed, the aggregate principal
amount to be redeemed shall be allocated to the Amortization Installments on a pro -rata
basis unless the Issuer, in its discretion, designates a different allocation.
Investors should note that while DTC is the registered owner of the Series 2026
Bonds, partial prepayments of the Series 2026 Bonds will be determined in accordance
with DTC's procedures. The County intends that prepayment allocations made by DTC,
the DTC Participants or such other intermediaries that may exist between the County and
the Beneficial Owners of the Series 2026 Bonds be made in accordance with the method of
selection of Series 2026 Bonds for a partial prepayment described above. However, the
selection of the Series 2026 Bonds for prepayment in DTC's book -entry only system is
subject to DTC's practices and procedures as in effect at the time of any such partial
prepayment. The County can provide no assurance that DTC or the DTC Participants or
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any other intermediaries will allocate prepayments among Beneficial Owners in
accordance with the method of selection of Series 2026 Bonds for a partial prepayment
described above.
Notice of Redemption
Notice of such redemption, which shall specify the Series 2026 Bond or Series 2026
Bonds (or portions thereof) to be redeemed and the date and place for redemption, shall be
given by the Registrar on behalf of the County, and (A) shall be filed with the Paying Agent
of such Series 2026 Bonds and (B) shall be mailed first class, postage prepaid, at least
twenty (20) days prior to the redemption date to all Holders of Series 2026 Bonds to be
redeemed at their addresses as they appear on the registration books kept by the Registrar
as of the date of mailing of such notice. Failure to mail notice to the Holders of the Series
2026 Bonds to be redeemed, or any defect therein, shall not affect the proceedings for
redemption of Series 2026 Bonds as to which no such failure or defect has occurred. Failure
of any Holder to receive any notice mailed as provided in the Bond Resolution shall not
affect the proceedings for redemption of such Holder's Series 2026 Bonds.
Each notice of redemption shall state: (1) the CUSIP numbers of all Series 2026
Bonds being redeemed, (2) the original issue date of such Series 2026 Bonds, (3) the
maturity date and rate of interest borne by each Series 2026 Bond being redeemed, (4) the
redemption_ date, (5) the Redemption Price, (6) the date on which such notice is mailed, (7)
if less than all Outstanding Bonds are to be redeemed, the certificate number (and in the
case of a partial redemption of any Series 2026 Bond, the principal amount) of each Series
2026 Bond to be redeemed, (8) that on such redemption date there shall become due and
payable upon each Series 2026 Bond to be redeemed the Redemption Price thereof, or the
Redemption Price of the specified portions of the principal thereof in the case of Series
2026 Bonds to be redeemed in part only, together with interest accrued thereon to the
redemption date, and that from and after such date interest thereon shall cease to accrue
and be payable, (9) that the Series 2026 Bonds to be redeemed, whether as a whole or in
part, are to be surrendered for payment of the Redemption Price at the designated office of
the Paying Agent at an address specified, (10) unless sufficient funds have been set aside
by the County for such purpose prior to the mailing of the notice of redemption, that such
redemption is conditioned upon the deposit of sufficient funds for such purpose on or prior
to the date set for redemption; and provided, further, that such notice and the redemption
set forth therein may be subject to the satisfaction of one or more additional conditions set
forth therein, and (12) any other conditions that must be satisfied prior to such redemption.
The County may provide that a redemption may be contingent upon the occurrence
of certain condition(s) and that if such condition(s) do not occur the notice of redemption
will be rescinded, provided notice of rescission shall be mailed in the manner described
above to all affected Series 2026 Bondholders as soon as practicable.
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So long as the Series 2026 Bonds are registered in the name of Cede & Co., as
nominee of DTC (or in the name of a successor securities depository), notices of
redemption shall only be given on behalf of the County to Cede & Co., or any successor
securities depository. See "DESCRIPTION OF THE SERIES 2026 BONDS - Book -Entry
Only System " herein.
Redemption of Portions of Series 2026 Bonds
Any Series 2026 Bond which is to be redeemed only in part shall be surrendered at
any place of payment specified in the notice of redemption (with due endorsement by, or
written instrument of transfer in form satisfactory to, the Registrar duly executed by, the
Holder thereof or such Holder's attorney duly authorized in writing) and the County shall
execute and the Registrar shall authenticate and deliver to the Holder of such Series 2026
Bond, without service charge, a new Series 2026 Bond or Series 2026 Bonds, of the same
interest rate, maturity and series, and of any authorized denomination as requested by such
Holder, in an aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Series 2026 Bonds so surrendered.
Payment of Redeemed Series 2026 Bonds
Notice of redemption having been given substantially as described above, the Series
2026 Bonds or portions of Series 2026 Bonds to be redeemed shall, on the redemption date,
become due and payable at the Redemption Price therein specified, and from and after such
date (unless the County shall default in the payment of the Redemption Price) such Series
2026 Bonds or portions of Series 2026 Bonds shall cease to bear interest. Upon surrender
of such Series 2026 Bonds for redemption in accordance with said notice, such Series 2026
Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption
Price, plus accrued interest. All Series 2026 Bonds which have been redeemed shall be
canceled by the Registrar and shall not be reissued.
Purchase in Lieu of Optional Redemption
Notwithstanding anything in this Resolution to the contrary, at any time the Series
2026 Bonds are subject to optional redemption pursuant to the Bond Resolution, all or a
portion of the Series 2026 Bonds to be redeemed as specified in the notice of redemption,
may be purchased by the Paying Agent, as trustee, at the direction of the County, on the
date which would be the redemption date if such Series 2026 Bonds were redeemed rather
than purchased in lieu thereof at a purchase price equal to the redemption price which
would have been applicable to such Series 2026 Bonds on the redemption date for the
account of and at the direction of the County who shall give the Paying Agent, as trustee,
notice at least ten days prior to the scheduled redemption date accompanied by an opinion
of Bond Counsel to the effect that such purchase will not adversely affect the exclusion
from gross income for federal income tax purposes of interest on such Series 2026 Bonds
or any other Outstanding Bonds. In the event the Paying Agent, as trustee, is so directed
13
to purchase Series 2026 Bonds in lieu of optional redemption, no notice to the holders of
the Series 2026 Bonds to be so purchased (other than the notice of redemption otherwise
required under this Resolution) shall be required, and the Paying Agent, as trustee, shall be
authorized to apply to such purchase the funds which would have been used to pay the
redemption price for such Bonds if such Series 2026 Bonds had been redeemed rather than
purchased. Each Series 2026 Bond so purchased shall not be canceled or discharged and
shall be registered in the name of the County. Series 2026 Bonds to be purchased under
the Bond Resolution in the manner set forth above which are not delivered to the Paying
Agent, as trustee, on the purchase date shall be deemed to have been so purchased and not
optionally redeemed on the purchase date and shall cease to accrue interest as to the former
holder thereof on the purchase date.
SECURITY FOR THE SERIES 2026 BONDS
General
Pursuant to the Bond Resolution, the County has irrevocably pledged its full faith,
credit and taxing power for the full and prompt payment of the principal of and interest on
the Bonds. The Bond Resolution further provides that there shall be levied a direct annual
tax on all taxable property within the County to make such payments. Provision shall be
included and made in the County's annual budget and tax levy for the levy of the Ad
Valorem Taxes provided in the Bond Resolution. Whenever the County shall, in any Bond
Year, have irrevocably deposited in the Sinking Fund any monies derived from sources
other than Ad Valorem Taxes, said Ad Valorem Taxes may be correspondingly diminished;
but any such diminution must leave available an amount of such Ad Valorem Taxes, after
allowance for anticipated delinquencies in collection, fully sufficient, with such monies so
deposited from other sources, to assure the prompt payment of principal, interest, and other
related charges falling due prior to the time that the proceeds of the next annual Ad Valorem
Tax levy will be available. Such Ad Valorem Taxes shall be levied and collected at the
same time, and in the same manner, as other ad valorem taxes of the County are assessed,
levied and collected. The Ad Valorem Taxes shall be levied and collected in accordance
with all applicable law, including, but not limited to, the Referendum Resolution. The
payment of the principal of or Redemption Price, if applicable, and interest on the Bonds
shall be secured forthwith equally and ratably by a pledge of and lien upon the Pledged
Funds, and the County has, pursuant to the Bond Resolution irrevocably pledged such
Pledged Funds to the payment of the Bonds.
"Pledged Funds" is defined in the Bond Resolution as (1) the Ad Valorem Taxes,
and (2) until applied in accordance with the provisions of the Bond Resolution, all moneys,
including investments thereof, in the funds, accounts and subaccounts (other than the
Rebate Fund) established under the Bond Resolution.
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the County's internal investment policy (See "INVESTMENT POLICY OF THE
COUNTY" herein) maturing not later than the date on which the moneys therein will be
needed for the purposes of such fund or account. Any and all income received by the
County from the investment of moneys in such funds and accounts shall be retained in such
respective funds and accounts.
AD VALOREM TAXATION
General
Under Florida law, ad valorem property taxes may be levied only by counties,
school districts, municipalities and certain special districts. No ad valorem taxes may be
levied by the State upon real estate or tangible personal property. The assessment of all
properties and the collection of all county, municipal and other local government property
taxes are consolidated in the office of each County Property Appraiser and County Tax
Collector. The laws of the State of Florida regulating tax assessment are designed to assure
a consistent property valuation method statewide.
The Florida Constitution limits the aggregate rate of ad valorem taxes that may be
levied on real and personal property. The limitation, except as noted below, is ten (10)
mills each for all county and municipal purposes. A mill is equal to one-tenth (0.1) of one
cent of one dollar or $1.00 for every $1,000 of assessed value. The Florida Constitution
excludes from the general 10 mill cap ad valorem taxes which are necessary to pay debt
service on voter approved general obligation bonds, such as the ad valorem taxes that
secure the Series 2026 Bonds and other voter approved levies.
Each respective millage rate, except as limited by law, is set on the basis of estimates
of revenue needs and total taxable property valuations within the taxing authority's
respective jurisdiction. Ad valorem taxes are not levied in excess of actual budget
requirements. In setting millage rates, the county is required by Section 200.065, Florida
Statutes, to assume no less than a 95% tax collection rate.
The following uses of real property are generally exempt from ad valorem taxation:
religious, educational, charitable, scientific, literary and governmental. In addition, there
are a variety of special exemptions, including but not limited to, for widows, hospitals,
homesteads, working waterfronts and homes for the aged and disabled veterans and first
responders. The general "homestead exemption" exempts from taxation the first $25,000
of the assessed valuation of a residence occupied by the owner on a permanent basis, as of
January 1 of the year of valuation. Agricultural land, noncommercial recreational land,
inventory and livestock are assessed at less than 100 percent of fair market value. See also
"AD VALOREM TAXATION - Constitutional Amendments and Legislative Initiatives
Affecting Ad Valorem Taxes" herein.
Procedure for Property Assessment
Real and personal property valuation is determined as of January 1 by each County
Property Appraiser. Except as noted below under "AD VALOREM TAXATION -
Constitutional Amendments and Legislative Initiatives Affecting Ad Valorem Taxes," all
taxable real and tangible personal property must be assessed at 100% of fair market value.
The Property Appraiser of Indian River County (the "Property Appraiser")
determines property valuation on real and tangible personal property as of January 1 of
each year. The Property Appraiser determines the valuation of all real and personal
property by July 1 of each year and notifies the County, each municipality within the
County, the Indian River County School District (the "School District") and each other
legally constituted special taxing district as to its just valuation, notes the legal adjustments
and exemptions and the taxable valuation. The taxable valuation is then used by each
taxing body to calculate its ad valorem millage for the budget year. Each taxing body must
advertise its budget, stating the proposed millage and hold public hearings on such budgets.
Final budgets are determined by each taxing body and the millage is certified to the
Property Appraiser by October 1.
Concurrently, the Property Appraiser notifies each property owner of the proposed
valuation and the proposed millage on such property. If the individual property owner
believes that his or her property has not been appraised at fair market value, the owner may
file a petition with the Indian River County Value Adjustment Board (the "Adjustment
Board"). Taxpayers appealing the assessed value or assigned classification of their
property must make a required partial payment of taxes (generally equal to 75% of the ad
valorem taxes due, less the applicable statutory discount, if any) with respect to properties
that will have a petition pending on or after the delinquency date (normally, the following
April 1). A taxpayer's failure to make the required partial payment before the delinquency
date will result in the denial of the taxpayer's petition. The Adjustment Board appoints
independent special magistrates (real estate appraisers and/or attorneys) who hold public
hearings on such petitions and determine whether adjustments to the valuations made by
the Property Appraiser should be made, if such valuations were found not to be fair and at
market value. The Adjustment Board must complete all required hearings and certify its
decision with regard to all petitions and certify to the Property Appraiser the valuation to
be used by June 1 following the tax year in which the assessments were made. These
changes are then made to the final tax roll. The June 1 requirement shall be extended until
December 1 in each year in which the number of petitions filed with the Adjustment Board
increased by more than 10% over the previous year. The decision of the Adjustment Board
may be appealed to the Circuit Court.
The Property Appraiser applies the final certified millage of each taxing body to the
assessed valuation on each item of real and tangible personal property and prepares the
final tax roll which is certified to the Indian River County Tax Collector (the "Tax
Collector") by October 1. This permits the printing of tax bills for delivery on November 1
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of each year. The tax bills contain all of the overlapping and underlying millages set by
the various taxing bodies so that all ad valorem taxes are collected by the Tax Collector
and distributed to the various taxing bodies. See "AD VALOREM TAXATION - Assessed
Value of Taxable Property" below for a historical table of assessed valuations.
Setting the Millage
The Property Appraiser assesses and the Tax Collector collects all ad valorem taxes
within the County. While one tax bill emanates from the Tax Collector, the bill represents
ad valorem taxes levied by the County, the School District, municipalities and other taxing
authorities. The Florida Constitution limits the non -voted millage rate that counties may
levy on an annual basis for county purposes to 10 mills (S 10 per S 1,000 of taxable real and
personal property value). The millage limitation does not apply to taxes approved at
referendum by qualified electors in the county for general obligation bonds (such as the
Series 2026 Bonds) and for certain other voter approved levies.
Each respective millage rate, except as limited by law, is set on the basis of estimates
of revenue needs and the total taxable property values within the taxing authority's
respective jurisdiction. Revenues derived from ad valorem property taxes are budgeted, as
required by Florida law, on the application of millage levies equal to 95% of the non-
exempt assessed valuation of property in the county. Ad valorem taxes are not levied in
excess of actual budget requirements.
Historical and Current Millages
The following table contains the tax millage rates of the County and other taxing
authorities within the County for the Fiscal Years 2022-2026:
Indian River County, Florida
Property Tax Millage Rates for Direct and Overlapping Governments (Unaudited)
Fiscal Years 2022-2026
County direct rates
General fund
Municipal service
Total direct rate(')
County -wide district school board rate
Other County -wide rates
Emergency Services District
Land acquisition bond
Total other County -wide rates
Fiscal Year
2022 2023 2024 2025 2026
3.5475 3.5475 3.5475 3.5475
1.1506 1.1506 1.1506 1.1506
4.6981 4.6981 4.6981 4.6981
3.5475
1.1506
4.6981
6.2680 5.9850 5.9110 5.7530 5.7530
2.3531 2.3531 2.3531 2.3531 2.3531
- - - 0.0639 0.0610
2.3531 2.3531 2.3531 2.4170 2.4141
18
Total County -wide rate (2) 13.3192 13.0362 12.9622 12.8681 12.8652
City rates
Fellsmere
5.3226
5.2210
5.5150
5.0000
5.3500
Indian River Shores
1.3349
1.3349
1.3349
1.3349
1.2810
Sebastian
3.0043
2.9050
3.1955
3.1955
3.4455
Orchid
1.4000
1.1000
1.0000
0.7000
0.7000
Vero Beach
2.5000
2.6964
2.7680
2.7680
2.9816
Average of cities rates
2.7124
2.6515
2.7627
2.5997
2.7516
Other special district rates
1.2933
1.0677
1.0657
1.3759
1.3393
Per Section 200.071, Florida Statutes, no ad valorem tax millage shall be levied against real property
and tangible personal property by counties in excess of 10 mills, except for voted levies.
(2) Total County -wide rate is borne by all property owners within the County boundaries.
Sources: Indian River County Property Appraiser, www.ircpa.org; Indian River County, Florida Annual
Comprehensive Financial Report for the Fiscal Year ended September 30, 2025; Indian River
County, Florida Adopted Budget for the Fiscal Year 2025-2026.
Procedures for Tax Collection and Distribution
All real and tangible personal property taxes are due and payable on November 1 of
each year, or as soon thereafter as the tax roll is certified and delivered to the Tax Collector.
The Tax Collector mails a notice to each property owner on the tax roll for the taxes levied
by the County, the School District, municipalities within the County and other taxing
authorities. Taxes may be paid upon receipt of such notice, with discounts at the rate of
4% if paid in the month of November; 3% if paid in the month of December; 2% if paid in
the month of January and 1 % if paid in the month of February. Taxes paid in the month of
March are without discount. All unpaid taxes on real and personal property become
delinquent on April I of the year following the year in which taxes were levied. Delinquent
real property taxes bear interest at the rate of 18% per year from April 1 until a tax
certificate is sold at auction, from which time the interest rate shall be as bid by the buyer
of the tax certificate. Delinquent tangible personal property taxes also bear interest at the
rate of 18% per year from April 1 until paid. Delinquent personal property taxes must be
advertised within 45 days after delinquency, and after May 1, the property is subject to
warrant, levy, seizure and sale.
On or before June 1 or the 60th day after the date of delinquency, whichever is later,
the Tax Collector must advertise once each week for three weeks and must sell tax
certificates on all real property with delinquent taxes. The tax certificates are sold to those
bidding the lowest interest rate to be borne by the certificates. Such certificates include the
amount of delinquent taxes, the penalty interest accrued thereon and the cost of advertising.
Delinquent tax certificates not sold at auction become the property of the County. Florida
19
law provides that real property tax liens are superior to all other liens, except prior Internal
Revenue Service liens.
To redeem a tax certificate, the owner of the property must pay all delinquent taxes,
the interest that accrued prior to the date of the sale of the tax certificate, charges incurred
in connection with the sale of the tax certificate, omitted taxes,- if any, and interest at the
rate shown on the tax certificate (or interest at the rate of 5%, whichever is higher) from
the date of the sale of the tax certificate to the date of redemption. If such tax certificates
or liens are not redeemed by the property owner within two years, the holder of the tax
certificates can cause the property to be sold to pay off the outstanding certificates and the
interest thereon. Provisions are also made for the collection of delinquent tangible personal
property taxes, but in a different manner which includes the possible seizure of the tangible
personal property.
Florida law requires the Tax Collector to distribute the taxes collected to each
governmental unit levying the tax. Such distribution is to be made four times during the
first two months after the tax roll comes into its possession, and once per month thereafter.
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20
Assessed Value of Taxable Property
The following table sets forth the assessed value of taxable property in the County for the Fiscal Years 2016-2026:
Indian River County, Florida
Assessed Value and Actual Value of Taxable Property (Unaudited)
Fiscal Years 2016-2026
2026
Total Actual
Value
Less: Tax -
Exempt
Property
Personal
Fiscal
Real Property
Property Actual
Year
Actual Value
Value
2016
$17,855,660,837
$696,658,855
2017
19,941,465,452
698,630,083
2018
23,725,954,463
675,815,085
2019
25,295,251,822
634,654,180
2020
26,921,744,684
737,895,129
2021
27,867,246,400
802,782,805
2022
29,331,050,832
850,748,919
2023
36,552,287,738
986,160,779
2024
44,508,153,413
1,292,191,481
2025
47,335,746,558
1,307,557,308
2026
Total Actual
Value
Less: Tax -
Exempt
Property
Total Taxable
Assessed Value
Total Direct Tax
Rate
$18,552,319,692
$5,150,260,231
$13,402,059,461
4.4108 mills
20,640,095,535
6,338,690,254
14,301,405,281
4.4335
24,401,769,548
8,125,447,769
16,276,321,779
4.4335
25,929,906,002
8,125,447,769
17,804,458,233
4.5337
27,659,639,813
9,079,222,273
18,580,417,540
4.5337
28,670,029,205
9,092,020,308
19,578,008,897
4.6981
30,181,799,751
9,592,471,404
20,589,328,347
4.6981
37,538,448,517
14,173,050,634
23,365,397,883
4.6981
45,800,344,894
19,208,591,426
26,591,753,468
4.6981
48,643,303,866
19,357,835,173
29,285,468,693
4.6981
Sourcels]: Indian River County Property Appraiser; values are established as of January 1 of the previous calendar year, i.e., January 1, 2025
taxable values apply to the Fiscal Year ending September 30, 2026; Indian River County, Florida Annual Comprehensive Financial
Report for the Fiscal Year ended September 30, 2025.
21
Ad Valorem Tax Levies and Collections
The following table sets forth the amounts billed and the percent collected for ad
valorem property taxes levied by the County for the last ten Fiscal Years:
Indian River County, Florida
Property Tax Levies and Collections (Unaudited)
Last Ten Fiscal Years
Source: Indian River County, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2025.
Principal Taxpayers
The following table sets forth the principal property taxpayers in Indian River
County, Florida for Fiscal Year 2025 (relating to taxes levied in tax/calendar year 2024):
[Remainder of page intentionally left blank]
22
% of Current
% of Total Tax
Total Tax
Current Tax
Tax Collections
Delinquent Tax
Total Tax
Collections to
Year
Levy
Collections
to Tax Levy
Collections
Collections
Tax Levy
2016
$87,611,062
$84,648,230
96.62%
$60,147
$84,708,377
96.69%
2017
93,167,061
90,100,287
96.71
78,624
90,178,911
96.79
2018
102,322,230
98,568,670
96.33
40,811
98,609,481
96.37
2019
108,994,936
105,148,685
96.47
26,255
105,174,940
96.50
2020
118,478,616
114,292,023
96.47
108,270
114,400,293
96.56
2021
119,796,353
115,517,250
96.43
67,544
115,584,794
96.48
2022
126,027,404
121,551,348
96.45
82,076
121,633,424
96.51
2023
143,132,352
137,866,142
96.32
80,377
137,946,519
96.38
2024
162,600,962
157,033,602
96.58
71,836
157,105,438
96.62
2025
181,187,502
174,416,303
96.26
52,102
174,468,405
96.29
Source: Indian River County, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2025.
Principal Taxpayers
The following table sets forth the principal property taxpayers in Indian River
County, Florida for Fiscal Year 2025 (relating to taxes levied in tax/calendar year 2024):
[Remainder of page intentionally left blank]
22
Indian River County, Florida
Principal Property Taxpayers (Unaudited)
Fiscal Year 2025
Taxes Levied % of Total
Taxpayer in thousands Rank Taxes Levied
Florida Power & Light
Disney Vacation Dev. Inc.
Ocean Trail LLC
John's Island Club, Inc.
MPT of Sebastian -Steward, LLC
Welltower TCG Ridea Landlord, LLC
Adult Community Total Services, Inc.
1920 South Highway AIA LLC
Florida East Coast Railway
EPC Guardian, LLC
Total Principal Property Taxpayers Real Property
Assessed Valuation
$ 670,758,606
1
2.29%
76,245,372
2
0.26
36,134,960
3
0.12
35,446,065
4
0.12
33,988,624
5
0.12
33,110,734
6
0.11
33,092,306
7
0.11
27,246,743
8
0.09
26,712,882
9
0.09
25,507,924
10
0.09
$ 998,244,216 3.40%
Total County Taxable Valuation $29,285,468,693
Sources: Indian River County Property Appraiser, www.ircpa.org Indian River County, Florida Annual
Comprehensive Financial Report for the Fiscal Year ended September 30, 2025.
Constitutional Amendments and Legislative Initiatives Affecting Ad Valorem Taxes
Several amendments to the Florida Constitution and Florida legislative initiatives
affecting ad valorem taxes have been approved by voters in the past including, but not
limited to, the following.
Save Our Homes Amendment. By voter referendum held on November 2, 1992,
Article VII, Section 4 of the Florida Constitution was amended by adding thereto a
subsection which, in effect, limits the increases in assessed just value of homestead
property to the lesser of (1) three percent of the assessment for the prior year or (2) the
percentage change in the Consumer Price Index for all urban consumers, U.S. City
Average, all items 1967=100, or successor reports for the preceding calendar year as
initially reported by the United States Department of Labor, Bureau of Labor Statistics.
Further, the amendment provides that (a) no assessment shall exceed just value, (b) after
any change of ownership of homestead property or upon termination of homestead status
such property shall be reassessed at just value as of January 1 of the year following the year
of sale or change of status, (c) new homestead property shall be assessed at just value as of
January 1 of the year following the establishment of the homestead, and (d) changes,
additions, reductions or improvements to homestead shall initially be assessed as provided
for by general law, and thereafter as provided in the amendment. The amendment is known
as the "Save Our Homes" amendment. The effective date of the amendment was January 5,
1993 and, pursuant to a ruling by the Supreme Court of the State of Florida, it began to
23
affect homestead property valuations commencing January 1, 1995 with 1994 assessed
values being the base year for determining compliance.
Constitutional amendments related to ad valorem exemptions. On January 29,
2008, in a special election held in conjunction with Florida's presidential primary, the
requisite number of voters approved amendments to the State Constitution exempting
certain portions of a property's assessed value from taxation. The amendments were
effective beginning with the 2008 tax year. The following is a brief summary of certain
important provisions contained in such amendments:
• Provides for an additional exemption for the assessed value of homestead
property between $50,000 and $75,000, thus doubling the existing general homestead
exemption for property with an assessed value equal to or greater than $75,000. See "AD
VALOREM TAXATION - General" herein for a description of the general $25,000
homestead exemption.
• Permits owners of homestead property to transfer their Save Our Homes
benefit (up to $500,000) to a new homestead property purchased within two years of the
sale of their previous homestead property to which such benefit applied if the just value of
the new homestead is greater than or is equal to the just value of the prior homestead. If
the just value of the new homestead is less than the just value of the prior homestead, then
owners of homestead property may transfer a proportional amount of their Save Our Homes
benefit, such proportional amount equaling the just value of the new homestead divided by
the just value of the prior homestead multiplied by the assessed value of the prior
homestead. As discussed above, the Save Our Homes amendment generally limits annual
increases in ad valorem tax assessments for those properties with homestead exemptions
to the lesser of 3% or the annual rate of inflation.
0 Exempts from ad valorem taxation $25,000 of the assessed value of property
subject to tangible personal property tax.
0 Limits increases in the assessed value of non -homestead property to 10% per
year, subject to certain adjustments. The cap on increases is in effect for a 10 -year period,
subject to extension by an affirmative vote of electors. See "- Extending the Limitation on
Assessed Values of Non -Homesteaded Real Property" below for information concerning
another approved constitutional amendment to extend the 10% cap on increases of non -
homesteaded properties.
Homestead Exemption Increase for Low -Income Seniors and Disabled Veterans. In
the November 7, 2006 general election, the voters of Florida approved amendments to the
State Constitution, which provide for an increase in the homestead (ad valorem tax)
exemption to $50,000 from $25,000 for certain low-income seniors effective January 1,
2007 and provide a discount from the amount of ad valorem taxes for certain permanently
disabled veterans effective December 7, 2006, respectively.
24
Homestead Portability Amendment. During the 2020 State legislative session, a
constitutional amendment was proposed by the State legislature which would extend the
period for a homestead property owner to transfer a prior Save Our Homes benefit to a new
homestead from two years to three years (the "Portability Amendment"). Specifically, the
Portability Amendment allows a homeowner who establishes a new homestead as of
January 1 to have the new homestead assessed at less than just value if the homeowner
received a prior homestead exemption as of January 1 of any of the immediately preceding
three years. The Portability Amendment was approved by voters on November 3, 2020
and such amendment took effect on January 1, 2021.
Exemptions for Certain Property Uses. In the November 4, 2008 general election,
the voters of the State approved amendments to the State Constitution providing the Florida
Legislature with authority to enact exemptions or special assessment protections for certain
types of property subject to ad valorem taxation, including exemptions for conservation
lands and residential wind damage resistance and renewable energy source improvements,
and restrictions on the assessment of working waterfront properties. Thereafter, legislation
was enacted which creates an exemption for land used exclusively for conservation
purposes. Such exemption applies to property tax assessments made on or after January 1,
2011.
Exemption for Deployed Military Personnel. In the November 2010 general
election, voters approved a constitutional amendment which provides an additional
homestead exemption for deployed military personnel. The exemption equals the
percentage of days during the prior calendar year that the military homeowner was
deployed outside of the United States in support of military operations designated by the
legislature. This constitutional amendment took effect on January 1, 2011.
Exemption for Disabled Veterans. In the November 2012 General Election, voters
approved a constitutional amendment which allows totally or partially disabled veterans
who were not Florida residents at the time of entering military service to qualify for the
combat -related disabled veteran's ad valorem tax discount on homestead property. The
amendment became effective on January 1, 2013.
Exemption for Surviving Spouse of Veterans and First Responders. In the
November 2012 General Election, voters approved a constitutional amendment which
allows the State Legislature to provide ad valorem tax relief to the surviving spouse of a
veteran who died from service -connected causes while on active duty as a member of the
United States Armed Forces and to the surviving spouse of a first responder who died in
the line of duty. The amount of tax relief, to be defined by general law, can equal the total
amount or a portion of the ad valorem tax otherwise owed on the homestead property. The
amendment became effective on January 1, 2013. During the 2020 State legislative
session, a constitution amendment was proposed by the State legislature which would
extend the discount on ad valorem taxes provided to certain honorably discharged veterans
to their surviving spouses (the "Surviving Spouse Exemption"). Specifically, the Surviving
25
Spouse Exemption allows the same ad valorem tax discount on a homestead property for
combat disabled veterans age 65 or older to transfer to the surviving spouse of a veteran
receiving the discount if the surviving spouse holds the legal or beneficial title to the
homestead, permanently resides thereon, and does not remarry. The amendment was
approved by voters on November 3, 2020 and such amendment took effect on January 1,
2021.
Exemption for Low Income Seniors. In the November 2012 General Election, voters
approved a constitutional amendment which allows the State Legislature by general law to
permit counties and municipalities, by ordinance, to grant an additional homestead tax
exemption equal to the assessed value of homestead property to certain low income seniors.
To be eligible for the additional homestead exemption, the county or municipality must
have granted the exemption by ordinance, the property must have a just value of less than
$250,000, the owner must have title to the property and maintained his or her permanent
residence thereon for at least 25 years, the owner must be age 65 years or older and the
owner's annual household income must be less than $27,300. The County has granted this
additional exemption. The additional homestead tax exemption authorized by HJR 169
does not apply to school property taxes.
In the November 2016 General Election, voters approved a constitutional
amendment changing the existing homestead tax exemption for low-income seniors so that
the value of property owned by eligible senior citizens with a household income of $20,000
or less could be assessed when they first apply for the exemption. The measure was
designed to ensure eligible seniors' ability to be able to keep their tax exemption even if
their home value exceeded $250,000 in the future. The amendment took effect on
January 1, 2017 but is retroactive to January 1, 2013, meaning a senior who qualified for
the exemption in 2013, but lost it, would regain the exemption.
Various Changes to Ad Valorem Assessment, Exemptions and Definitions. During
its 2013 Regular Session, the Florida Legislature passed Senate Bill 1830 ("SB 1830"),
which was signed into law by the Governor and creates a number of changes affecting ad
valorem taxation which became effective as of July 1, 2013. First, SB 1830 provides long-
term lessees the ability to retain their homestead exemption and related assessment
limitations and exemptions in certain instances and extends the time for property owners
to appeal value Adjustment Board decisions on transfers of assessment limitations to
conform with general court filing time frames. Second, SB 1830 inserts the term
"algaculture" in the definition of "agricultural purpose" and inserts the term "aquacultural
crops" in the provision specifying the valuation of certain annual agricultural crops,
nonbearing fruit trees and nursery stock. Third, SB 1830 allows for an automatic renewal
for assessment reductions related to certain additions to homestead properties used
as living quarters for a parent or grandparent and aligns related appeal and penalty
provisions to those for other homestead exemptions. Fourth, SB 1830 deletes a statutory
requirement that the owner of Florida real property permanently reside upon such property
26
in order to qualify for a homestead exemption. This change conforms the statute at issue
with the Florida Constitution by allowing non-resident owners of property to claim a
homestead exemption if a person legally or naturally dependent upon the owner
permanently resides on such property. Fifth, SB 1830 clarifies a drafting error regarding
the property tax exemptions counties and cities may provide for certain low-income
persons age 65 and older. Sixth, SB 1830 removes a residency requirement that a senior
disabled veteran must have been a Florida resident at the time they entered the service to
qualify for certain property tax exemptions. Seventh, SB 1830 repeals the ability for
limited liability partnerships with a general partner that is a charitable 501(c)(3)
organization to qualify for the affordable housing property tax exemption. Finally, SB
1830 exempts from property taxes property used exclusively for educational purposes
when the entities that own the property and the educational facility are the same natural
persons.
Assessment of Renewable Energy Devices Upon Residential Property. Also during
the Florida Legislature's 2013 Regular Session, the Florida Legislature passed House
Bill 277 ("HB 277"), which provides that certain renewable energy devices are exempt
from being considered when calculating the assessed value of residential property. HB 277
only applies to devices installed on or after January 1, 2013. HB 277 took effect on July 1,
2013.
Reclassification of Agricultural Lands. Also during the Florida Legislature's 2013
Regular Session, the Florida Legislature passed House Bill 1193 ("HB 1193"), which
eliminated three ways in which the Property Appraiser had authority to reclassify
agricultural land as non-agricultural land. Additionally, HB 1193 relieves the value
Adjustment Board of the authority to review the Property Appraisers' classifications of land
upon its own motion. HB 1193 applies retroactively as of January 1, 2013.
Exemption and Assessment of Renewable Energy Devices Upon all Real Property.
In the August 2016 primary election, the voters in the State approved a constitutional
amendment exempting the assessed value of certain renewable energy devices from the ad
valorem tax on tangible personal property and prohibiting certain renewable energy devices
from being considered when calculating the assessed value of all real property, not just real
property used for residential purposes as provided for in HB 277 described above. This
constitutional amendment took effect on January 1, 2018 and expires on December 31,
2037.
Exemption for Disabled First Responders. In the November 2016 General Election,
voters approved a constitutional amendment authorizing first responders who are totally
and permanently disabled as a result of injuries sustained in the line of duty to receive ad
valorem tax relief on the homestead property. The amount of tax relief, to be defined by
general law, can equal the total amount or a portion of the ad valorem tax otherwise owed
on the homestead property. Florida defines first responders as law enforcement officers,
27
correctional officers, firefighters, emergency medical technicians and paramedics. This
amendment took effect on January 1, 2017.
Extending the Limitation on Assessed Values of Non -Homesteaded Real Property.
In the November 2018 General Election, voters approved a constitutional amendment
removing the scheduled January 1, 2022 repeal of the limitation prohibiting the increase in
the assessed value of non -homestead property to 10% per year. The limitation does not
apply to property taxes levied by school districts. This amendment took effect on January
1, 2019.
Exempting Assessed Value of a Renewable Energy Device. During the Florida
Legislature's 2017 Regular Session, the Florida Legislature passed SB 90 ("SB 90")
implementing Amendment 4, which was approved by the voters in August 2016. SB 90
exempts the assessed value of a renewable energy device from tangible personal property
tax and the installation of those devices from determining the assessed value of real
property, both residential and non-residential, for the purpose of ad valorem taxation.
SB 90 also revises the definition of "renewable energy source device" to include power
conditioning and storage devices, wiring, structural support and other components used as
integral parts of such systems. The changes made by SB 90 expire on December 31, 2037.
Future Amendments Relating to Ad Valorem Taxation. Historically, various
legislative proposals and constitutional amendments relating to ad valorem taxation have
been introduced in each session of the State legislature. Many of these proposals have
provided for new or increased exemptions to ad valorem taxation and limited increases in
assessed valuation of certain types of property or otherwise restricted the ability of local
governments in the State to levy ad valorem taxes at current levels. There can be no
assurance that similar or additional legislative or other proposals will not be introduced or
enacted in the future that would have a material adverse effect upon the collection of ad
valorem taxes by the County, the County's finances in general or the County's ad valorem
taxing power.
[Property Tax Reform. On April 29, 2025, the Speaker of the Florida House of
Representatives announced the creation of the Select Committee on Property Taxes (the
"Select Committee") to consider various property tax reforms in the State. On May 2, 2025,
the Select Committee convened for its first meeting to discuss several proposals regarding
providing property tax relief. The Select Committee has held subsequent meetings since
May 2025. Certain recommendations from the Select Committee were filed for
consideration during the 2026 regular session and, if enacted, would be placed on the
November 2026 general election ballot.
The Florida Legislature convened its 2026 regular session on January 13, 2026. The
regular session ended on March 13, 2026 without the passage of significant legislation to
address property tax reform. As such, it is expected that the Governor of the State will call
a special session of the legislature to address property tax reform. Several proposed bills
M.
relating to property tax reform were filed in both the House and the Senate for consideration
during the 2026 regular session. These bills varied greatly in their approach in addressing
property tax reform, but all aimed to reduce the property tax burden for Florida property
owners, particularly residential homestead property owners. Some sought to exempt
homestead property from all property tax levies other than school district levies. Some
provided this relief to certain of the senior population. Others, increased homestead
property tax exemptions or added additional homestead exemptions for certain properties
and would have applied to all property tax levies, including school district levies. Some
increased or otherwise modified the homestead exemption portability benefit. Certain
proposals revised the property assessment process, limiting the allowable increases in
property assessments and/or how frequently property can be assessed. Bills were also filed
that would affect the ability of local governments to increase ad valorem tax millages.
Additional bills may be filed in anticipation of a special session and some of the previously
filed bills may be amended or refiled for the expected special session.
If any property tax reform bill is passed by the State legislature and approved by the
Governor, it would then be subject to a state-wide referendum requiring at least 60% of the
voters approving such measure to become law. There can be no assurance that any of the
bills filed or amended during the regular session and refiled for the special session, or bills
that are subsequently filed, will be approved by the House and Senate, or will be approved
by the Governor or will be approved by 60 percent of voters of the State.
The County cannot predict what legislation may be introduced and possibly enacted
into law during the expected special session or in any future legislative session that could
have a materially adverse effect on the ad valorem tax revenues of the County. However,
the County does not expect any such proposals to impair its ability to pay the Series 2026
Bonds or the other Outstanding Bonds, all of which have been approved by referendum
and are secured by the Ad Valorem Taxes as provided in the Bond Resolution. See
"SECURITY FOR THE SERIES 2026 BONDS" herein.]
CERTAIN INVESTMENT CONSIDERATIONS
The purchase of the Series 2026 Bonds involves a degree of risk, as is the case with
all investments. Factors that could affect the market price of the Series 2026 Bonds or the
County's ability to perform its obligations under the Bond Resolution, including the timely
payment of principal of and interest on the Series 2026 Bonds, include, but are not limited
to, the following:
1. There is no assurance that any rating assigned to the Series 2026 Bonds by
the rating agencies will continue for any given period of time or that it will not be lowered
or withdrawn entirely by such rating agency, if in its judgment, circumstances warrant. A
downgrade change in or withdrawal of any rating may have an adverse effect on the market
price of the Series 2026 Bonds.
29
2. In the event of a default in the payment of principal of and interest on the
Series 2026 Bonds, the remedies of the owners of the Series 2026 Bonds are limited under
the Bond Resolution and may be further limited under Florida law.
3. There can be no assurance that legislation or other proposals will not be
introduced or enacted in the future that would, or might apply to, or have a material adverse
effect upon, the levy or collection of Ad Valorem Taxes or the County's finances.
4. The State of Florida is naturally susceptible to the effects of extreme weather
events and natural disasters including floods, droughts, and hurricanes, which could result
in negative economic impacts on communities including the County. Such effects can be
exacerbated by a longer-term shift in the climate over several decades (commonly referred
to as climate change, generally discussed in paragraph 5 below), including increasing
global temperatures and rising sea levels. The occurrence of such extreme weather events
could damage local infrastructure that provides essential services to the County. The
economic impacts resulting from such extreme weather events could include a loss of
revenue, interruption of service, and escalated recovery costs. The County is located on
the east central coast of Florida and has been affected by hurricanes in the past and is likely
to be affected in the future.
5. Numerous scientific studies on climate change show that, among other
effects on the global ecosystem, sea levels may rise, extreme temperatures may become
more common, and extreme weather events may become more frequent as a result of
increasing global temperatures attributable to atmospheric pollution. Sea levels may
continue to rise in the future due to the increasing temperature of the oceans causing
thermal expansion and growing ocean volume from glaciers and ice caps melting into the
ocean. Coastal areas like the County are at risk of substantial flood damage over time,
affecting private development and public infrastructure, including roads, utilities,
emergency services, schools, and parks. If this were to happen, the County could lose
considerable tax revenues and many residents, businesses, and governmental operations
along the waterfront could be displaced, and the County could be required to mitigate these
effects at a potentially material cost. The County is unable to predict whether sea level rise
or other impacts of climate change will occur, when they may occur, and if any such events
occur, whether they will have a material adverse effect on the business operations or
financial condition of the County. Additionally, climate change concerns have led, and
may continue to lead, to new laws and regulations at the federal and state levels (including
but not limited to air, water, hazardous substances and solid waste regulations) that could
have a material adverse effect on the operations and/or financial condition of the County.
The County has established a Comprehensive Emergency Management Plan and Local
Mitigation Strategy Plan which identifies the natural hazards that may affect the County.
The County has commenced a Vulnerability Assessment which is intended to inform and
guide policies and responses to natural hazards.
ka
6. Computer networks and systems used for data transmission and collection
are vital to the efficient operations of the County. County systems provide support to
departmental operations and constituent services by collecting and storing sensitive data,
including intellectual property, security information, proprietary business process
information, information applying to suppliers and business partners, and personally
identifiable information of customers, constituents and employees. The secure processing,
maintenance and transmission of this information is critical to department operations and
the provision of citizen services. Increasingly, governmental entities are being targeted by
cyberattacks (including, but not limited to, hacking, viruses, malware and other attacks on
computers and other sensitive digital networks and systems) seeking to obtain confidential
data or disrupt critical services. A rapidly changing cyber risk landscape may introduce
new vulnerabilities and avenues that attackers/hackers can exploit in attempts to cause
breaches or service disruptions. Employee error and/or malfeasance may also contribute
to data loss or other system disruptions. Additionally, the County's computer networks and
systems routinely interface and rely on third party systems that are also subject to the risks
previously described. Any such breach could compromise networks and the
confidentiality, integrity and availability of systems and the information stored there. The
potential disruptions, access, modification, disclosure or destruction of data could result in
interruption of the efficiency of County commerce, initiation of legal claims or
proceedings, liability under laws that protect the privacy of personal information,
regulatory penalties, disruptions in operations and the services provided and the loss of
confidence in County operations, ultimately adversely affecting County revenues.
[The County's cyber security program is managed by cyber security professionals
within the Information Technology Department. This group's primary concern is
protecting electronic assets and sensitive data stored on and transmitted through the
County's networks and servers. This chiefly includes all financial data, employee records
and other sensitive personnel information and sensitive customer data. Preventative
actions being taken by the County include diligent firewall monitoring, proactive security
evaluation of new software prior to launching them on the County's networks and servers,
institution and consistent application of PCI (Payment Card Industry) security standards,
and annual cybersecurity training for County employees. Access to County systems ends
upon termination of employment with the County, and County -owned electronic assets are
obtained from the terminated employee at that time. All external emails are heavily
screened to ensure the County's cyber defenses are not penetrated. HIPAA (Health
Insurance Portability and Accountability Act) and PCI compliance are also areas of great
concern with respect to the County's cybersecurity efforts. Despite the County's efforts in
this area, no assurance can be given that any cyberattacks, if successful, will not have a
material adverse effect on the operations or financial condition of the County.]
7. [The outbreak of the highly contagious COVID-19 pandemic in the United
States in March 2020 generally had a disruptive financial impact on local, state and national
economies around the country, including without limitation fueling inflation and creating
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supply chain issues. COVID-19 was considered a Public Health Emergency of
International Concern by the World Health Organization. This led to quarantine and other
"social distancing" measures throughout the United States. These measures included
recommendations and warnings to limit non-essential travel and promote telecommuting.
There can be no guarantee that State and/or local shut downs or closures similar to those
implemented in 2020 will not happen in the future. It is possible the United States,
including the State and the County, may experience increased COVID-19 cases,
hospitalizations, and deaths as a result of current or future variants, or may experience a
new viral pandemic, which could, in turn, impact State and local government finances.]
Prospective purchasers of the Series 2026 Bonds should review carefully all of the
provisions of the Bond Resolution the form of which is included in Appendix C attached
to this Official Statement.
LIABILITIES OF THE COUNTY
Pension Plans
The County employees participate in the Florida Retirement System ("FRS"). FRS
was created pursuant to Chapter 121, Florida Statutes, to provide a defined benefit pension
plan for participating public employees. See "APPENDIX B - Annual Comprehensive
Financial Report" attached hereto, Note 14, for additional information on the FRS.
Other Post -Employment Benefits
Pursuant to the provision of Section 112.080 1, Florida Statutes, former employees
who retire from the County and eligible dependents may continue to participate in the
County's respective medical/prescription and life insurance plans as long as they pay the
premium applicable to coverage elected. See "APPENDIX B Annual Comprehensive
Financial Report" attached hereto, Note 15, for additional information on the County's post -
employment benefit plans.
LITIGATION
[TO BE REVIEWED BY THE COUNTY ATTORNEY]
There is no litigation pending or, to the knowledge of the County, threatened, which
restrains or enjoins the issuance or delivery of the Series 2026 Bonds or questions or affects
the validity of the Series 2026 Bonds or the proceedings and authority under which they
are to be issued, or the authority of the County to annually levy ad valorem taxes to pay
debt service on the Series 2026 Bonds in accordance with the Bond Resolution. Neither
the creation, organization or existence of the County, nor the title of the present members
of the County or other officers of the County in their respective offices is being contested.
k%
There is no litigation pending or, to the knowledge of the County, threatened, which, if it
were decided against the County, would have a materially adverse impact upon the
financial position of the County or its ability to perform its obligations to the Series 2026
Bondholders.
The County experiences routine litigation and claims incidental to the conduct of its
affairs. In the opinion of the County Attorney, there are no other actions presently pending
or threatened, the adverse outcome of which would have a material adverse effect on the
County's ability to pay debt service on the Series 2026 Bonds.
The County is party to other various legal proceedings which individually are not
expected to have a material adverse effect on its operations or financial condition, but may,
in the aggregate, have a material impact thereon. However, in the opinion of the County
Attorney, the County will either successfully defend such actions or otherwise resolve such
matters without any material adverse consequences.
LEGAL MATTERS
Certain legal matters in connection with the authorization, issuance and sale of the
Series 2026 Bonds are subject to the approval of Nabors, Giblin & Nickerson, P.A., Tampa,
Florida, Bond Counsel, whose approving opinion will be available at the time of delivery
of the Series 2026 Bonds. Nabors, Giblin, & Nickerson, P.A., Tampa, Florida, is also
serving as Disclosure Counsel to the County. Certain legal matters will be passed upon for
the County by Jennifer W. Shuler, Esq., County Attorney.
The proposed form of the Bond Counsel opinion is attached hereto as Appendix D,
and reference is made to such form of opinion for the complete text thereof. The actual
legal opinion to be delivered may vary from that text if necessary to reflect facts and law
on the date of delivery. The opinion will speak only as of its date, and subsequent
distribution of it by recirculation of the Official Statement or otherwise shall create no
implication that Bond Counsel has reviewed or expresses any opinion concerning any of
the matters referenced in the opinion subsequent to its date.
Bond Counsel has not been engaged to, nor has it undertaken to, review (1) the
accuracy, completeness or sufficiency of this Official Statement or any other offering
material relating to the Series 2026 Bonds; provided, however, that Bond Counsel will
render an opinion to the Underwriter and the County relating to the accuracy of certain
statements contained herein under the heading "TAX MATTERS" and certain statements
which summarize provisions of the Bond Resolution and the Series 2026 Bonds, and (2)
the compliance with any federal or state law with regard to the sale or distribution of the
Series 2026 Bonds.
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ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2026 Bonds upon a monetary or
covenant default under the Bond Resolution are in many respects based upon judicial
actions which are often subject to discretion, delay and equitable considerations. Under
existing constitutional and statutory law and judicial decisions, the remedies specified by
the Federal bankruptcy code, the Bond Resolution and the Series 2026 Bonds may not be
readily available or may be limited. The various legal opinions to be delivered concurrently
with the delivery of the Series 2026 Bonds (including Bond Counsel's approving opinion)
will be qualified as to the enforceability of the various legal instruments, by limitations
imposed by general principles of equity, bankruptcy, reorganization, insolvency or other
similar laws affecting the rights of creditors enacted before or after such delivery.
MUNICIPAL ADVISOR
Hilltop Securities Inc., Orlando, Florida served as Municipal Advisor (the
"Municipal Advisor") to the County with respect to the issuance of the Series 2026 Bonds.
The Municipal Advisor has assisted the County in the preparation of this Official Statement
and has advised the County as to other matters relating to the planning, structuring and
issuance of the Series 2026 Bonds. The Municipal Advisor is not obligated to undertake
and has not undertaken to make an independent verification or to assume responsibility for
the accuracy, completeness or fairness of the information contained in this Official
Statement. The fee payable to the Municipal Advisor is contingent upon the issuance and
delivery of the Series 2026 Bonds.
TAX MATTERS
Opinion of Bond Counsel
In the opinion of Bond Counsel, the form of which is included as APPENDIX D
hereto, the interest on the Series 2026 Bonds is excludable from gross income of the owners
thereof for federal income tax purposes and is not an item of tax preference for purposes
of the federal alternative minimum tax under existing statutes, regulations, rulings and
court decisions; provided, however, with respect to certain corporations, interest on the
Series 2026 Bonds is taken into account in determining the annual adjusted financial
statement income for the purpose of computing the alternative minimum tax imposed on
such corporations. Failure by the County to comply subsequent to the issuance of the Series
.2026 Bonds with certain requirements of the Internal Revenue Code of 1986, as amended
(the "Code"), including but not limited to requirements regarding the use, expenditure and
investment of Series 2026 Bond proceeds and the timely payment of certain investment
earnings to the Treasury of the United States, may cause interest on the Series 2026 Bonds
to become includable in gross income for federal income tax purposes retroactive to their
a]
date of issuance. The County has covenanted in the Bond Resolution to comply with all
provisions of the Code necessary to, among other things, maintain the exclusion from gross
income of interest on the Series 2026 Bonds for purposes of federal income taxation. In
rendering its opinion, Bond Counsel has assumed continuing compliance with such
covenants.
Internal Revenue Code of 1986
The Code contains a number of provisions that apply to the Series 2026 Bonds,
including, among other things, restrictions relating to the use or investment of the proceeds
of the Series 2026 Bonds and thepayment of certain arbitrage earnings in excess of the
"yield" on the Series 2026 Bonds to the Treasury of the United States of America.
Noncompliance with such provisions may result in interest on the Series 2026 Bonds being
included in gross income for federal income tax purposes retroactive to their date of
issuance.
Collateral Tax Consequences
Except as described above, Bond Counsel will express no opinion regarding the
federal income tax consequences resulting from the ownership of, receipt or accrual of
interest on, or disposition of, the Series 2026 Bonds. Prospective purchasers of Series 2026
Bonds should be aware that the ownership of Series 2026 Bonds may result in other
collateral federal tax consequences. For example, ownership of the Series 2026 Bonds may
result in collateral tax consequences to various types of corporations relating to (1) denial
of interest deduction to purchase or carry such Series 2026 Bonds, (2) the branch profits
tax, and (3) the inclusion of interest on the Series 2026 Bonds in passive income for certain
Subchapter S corporations. In addition, the interest on the Series 2026 Bonds may be
included in gross income by recipients of certain Social Security and Railroad Retirement
benefits.
PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2026
BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY
HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL
AND CORPORATE BONDHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE
CONSEQUENCES REFERRED TO ABOVE. PROSPECTIVE SERIES 2026
BONDHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS FOR
INFORMATION IN THAT REGARD
Other Tax Matters
Interest on the Series 2026 Bonds may be subject to state or local income taxation
under applicablestate or local laws in other jurisdictions. Purchasers of the Series 2026
Bonds should consult their own tax advisors as to the income tax status of interest on the
Series 2026 Bonds in their particular state or local jurisdictions.
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The Inflation Reduction Act, H.R. 5376 (the "IRA"), was passed by both houses of
the U.S. Congress and was signed by the President on August 16, 2022. As enacted, the
IRA includes a 15 percent alternative minimum tax to be imposed on the "adjusted financial
statement income," as defined in the IRA, of certain corporations for tax years beginning
after December 31, 2022. Interest on the Series 2026 Bonds will be included in the
"adjusted financial statement income" of such corporations for purposes ofcomputing the
corporate alternative minimum tax. Prospective purchasers that could be subject to this
minimum tax should consult with their own tax advisors regarding the potential tax
consequences of owning the Series 2026 Bonds.
During prior years, legislative proposals have been introduced in Congress, and in
some cases enacted, that altered certain federal tax consequences resulting from the
ownership of obligations that aresimilar to the Series 2026 Bonds. In some cases, these
proposals have contained provisions that altered these federal tax consequences on a
retroactive basis. Such alteration of federal tax consequences may have affectedthe market
value of obligations similar to the Series 2026 Bonds. From time to time, legislative
proposals are pending which could have an effect on both the federal tax consequences
resulting from ownership ofthe Series 2026 Bonds and their market value. No assurance
can be given that additional legislative proposals will not be introduced or enacted that
would or might apply to, or have an adverse effect upon,the Series 2026 Bonds.
Original Issue Discount
Certain of the Series 2026 Bonds (the "Discount Bonds") may be offered and sold to
the public at anoriginal issue discount, which is the excess of the principal amount of the
Discount Bonds over the initial offering price to the public, excluding bond houses, brokers
or similar persons or organizations acting in the capacity of underwriters or wholesalers, at
which initial offering price a substantial amount of the Discount Bonds of the same
maturity was sold. Original issue discount represents interest which is excluded from gross
income for federal income tax purposes to the same extent as interest on the Discount Bonds.
Original issuediscount will accrue over the term of a Discount Bond at a constant interest
rate compounded semi-annually. An initial purchaser who acquires a Discount Bond at the
initial offering price thereof to the public will be treated as receiving an amount of interest
excludable from gross income for federal income tax purposes equal to the original issue
discount accruing during the period such purchaser holds such Discount Bonds and will
increase the adjusted basis in such Discount Bonds by the amount of such accruing discount
for purposes of determining taxable gain or loss on the sale or other disposition of such
Discount Bonds. The federal income tax consequences of the purchase, ownership and
prepayment, sale or other disposition ofDiscount Bonds which are not purchased in the
initial offering at the initial offering price may be determined according to rules which
differ from those above. Owners of Discount Bonds should consult their own tax advisors
with respect to the precise determination for federal income tax purposes of interest accrued
36
upon sale, prepayment or other disposition of such Discount Bonds and with respect to the
stateand local tax consequences of owning and disposing of such Discount Bonds.
Original Issue Premium
Certain of the Series 2026 Bonds (the "Premium Bonds") may be offered and sold
to the public at an initial offering price in excess of the principal amount of such Premium
Bond, which excess constitutes to an initial purchaser amortizable bond premium which is
not deductible from gross income for Federal income tax purposes. The amount of
amortizable bond premium for a taxable year is determined actuarially on a constant
interest rate basis over the term of the Premium Bonds which term ends on the earlier of
the maturity or call date for each Premium Bond which minimizes the yield on said
Premium Bonds to the purchaser. For purposes of determining gain or loss on the sale or
other disposition of a Premium Bond, an initial purchaser who acquires such obligation in
the initial offering to the public at the initial offering price is required to decrease such
purchaser's adjusted basis in such Premium Bond annually by the amount of amortizable
bond premium for the taxable year. The amortization of bond premium may be taken into
account as a reduction in the amount of tax-exempt income for purposes of determining
various other taxconsequences of owning such Premium Bonds. The federal income tax
consequences of the purchase, ownership and sale or other disposition of Premium Bonds
which are not purchased in the initial offeringat the initial offering price may be determined
according to rules which differ from those described above. Owners of the Premium Bonds
are advised that they should consult with their own tax advisors with respect to the state
and local tax consequences of owning such Premium Bonds.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly
or indirectly offer or sell securities of the County except by an offering circular containing
full and fair disclosure of all defaults as to principal or interest on its obligations since
December 31, 1975, as provided by rule of the Financial Services Commission (the
"Commission"). Pursuant to the Florida Administrative Code, the Commission has
required the disclosure of the amounts and types of defaults, any legal proceedings
resulting from such defaults, whether a trustee or receiver has been appointed over the
assets of the County, and certain additional financial information, unless the County
believes in good faith that such information would not be considered material by a
reasonable investor. The County is not and has not been in default on any bond issued since
December 31, 1975 which it believes would be considered material by a reasonable
investor of the Series 2026 Bonds.
Although the County is not aware of any other defaults with respect to bonds or
other debt obligations as to which it has served only as a conduit issuer, it has not
undertaken an independent review or investigation of such bonds or other debt obligations
37
for which it served only as a conduit issuer. To the extent any of such bonds or other debt
obligations are in default as to principal and/or interest or otherwise, the obligation of the
County thereunder is limited solely to payment from funds received by the party on whose
behalf such bonds or other debt obligations were issued, and the County is not obligated to
pay the principal of or interest on such bonds or other debt obligations from any funds of
the County. The County in good faith believes the disclosure of such defaults or
investigations would not be considered material by a reasonable investor in the Series 2026
Bonds.
RATING
[S&P Global Ratings ("S&P")] has assigned a municipal bond rating of "[__]"
Q ) to the Series 2026 Bonds. Such rating reflects the view of [] and an
explanation of the significance of such rating may be obtained only from at the
following address: S&P Global Ratings, 55 Water Street, New York, New York 10041.
Generally, a rating agency bases its rating on the information and materials furnished to it
and on investigations, studies and assumptions of its own. There is no assurance that such
rating will continue for any given period of time or that such rating will not be revised
downward or withdrawn entirely by S&P, if, in the judgment of S&P, circumstances so
warrant. Any such downward revision or withdrawal of such rating may have an adverse
effect upon the market price of the Series 2026 Bonds.
UNDERWRITING
The Series 2026 Bonds are being purchased by [UNDERWRITER] (the
"Underwriter"), at a purchase price of $[ 1 (par amount of the Series 2026
Bonds, less an underwriter's discount of $[ and plus net original issue premium
of $[ ]). See "ESTIMATED SOURCES AND USES OF FUNDS" herein. The
offer of the Underwriter to purchase the Series 2026 Bonds, as accepted by the County,
provides for the Underwriter to purchase all of the Series 2026 Bonds. The Series 2026
Bonds may be offered and sold to certain dealers and others at prices lower than such
offering prices and such public offering prices may be changed, from time to time, by the
Underwriter.
CONTINUING DISCLOSURE
The County has covenanted for the benefit of the Series 2026 Bondholders to
provide certain financial information and operating data relating to the County and the
Series 2026 Bonds in each year and to provide notices of the occurrence of certain
enumerated material events. Such covenant shall only apply so long as the Series 2026
Bonds remain outstanding under the Bond Resolution. The covenant shall also cease upon
the termination of the continuing disclosure requirements of S.E.C. Rule 15c2 -12(b)(5)
(the "Rule") by legislative, judicial or administrative action. The County has agreed to file
annual financial information and operating data and its audited financial statements
(collectively, the "Annual Report") with the Municipal Services Rulemaking Board (the
"MSRB") through its Electronic Municipal Market Access system ("EMMA"), as
described in "Appendix E - Form of Continuing Disclosure Certificate." The County has
agreed to file notices of certain enumerated material events, when and if they occur, with
the MSRB through EMMA. The County has engaged HTS Continuing Disclosure
Services, a Division of Hilltop Securities Inc., as its dissemination agent.
The specific nature of the financial information, operating data, and of the type of
events which trigger a disclosure obligation, and other. details of the undertaking are
described in "Appendix E - Form of Continuing Disclosure Certificate" attached hereto.
The Continuing Disclosure Certificate shall be executed by the County prior to the issuance
of the Series 2026 Bonds. These covenants have been made in order to assist the
underwriters for the Series 2026 Bonds in complying with the continuing disclosure
requirements of the Rule. With respect to the Series 2026 Bonds, no party other than the
County is obligated to provide, nor is expected to provide, any continuing disclosure
information with respect to the aforementioned Rule.
FINANCIAL STATEMENTS
The financial statements of the County as of and for the Fiscal Year ended
September 30, 2025, included in the County's Annual Comprehensive Financial Report
(Fiscal Year Ended September 30, 2025) attached to this Official Statement as Appendix B,
have been audited by James Moore & Co. P.L., independent auditors (the "Auditors"), as
stated in their report dated March 9, 2026, included in Appendix B. The Annual
Comprehensive Financial Report, including such financial statements and the Auditors'
report, has been included in this Official Statement as a public document, and the consent
of the Auditors was not requested. The Auditors have not been engaged to perform and
have not performed, since the date of the Auditors' report any procedures on the financial
statements addressed in that report. The Auditors also have not performed any procedures
relating to this Official Statement.
INVESTMENT POLICY OF THE COUNTY
Pursuant to the requirements of Section 218.415, Florida Statutes, as amended, the
County adopted a written investment policy applicable to all cash and surplus funds of the
County except debt proceeds and monetary assets held by other entities on behalf of the
County. The objectives of the investment policy, listed in order of importance, are: (1) to
preserve capital in the overall portfolio and to maintain the safety of principal; (2) to remain
sufficiently liquid to meet disbursement requirements that might be reasonably anticipated;
and (3) to manage the investment portfolio to provide a competitive return consistent with
39
the objectives in items 1 and 2 and other risk limitations described in the investment policy.
The investment policy notes that the highest priority of all investment activities shall be
the safety of principal and liquidity of funds. The optimization of investment returns shall
be secondary to the requirements for safety and liquidity.
The investment policy limits the securities eligible for inclusion in the County's
investment portfolio. Derivatives, reverse repurchase agreements or similar forms of
leverage are prohibited. Cryptocurrency purchases are also specifically prohibited. The
investment policy provides that County investments shall be managed to maintain liquidity
for meeting the County's need for cash and to limit potential market risks. All investments
must have stated maturities of 10 years or less and no more than 25% of the portfolio shall
be invested in instruments with stated final maturities greater than five years. The portfolio
shall have securities with varying maturities and at least 10% of the portfolio shall be
invested in readily available funds.
The Clerk is responsible for conducting investment transactions for the County. The
investment policy also requires the establishment of an Investment Advisory Committee
which is tasked with evaluating the investment performance and the current and future
liquidity needs and investment strategies. It is also responsible for preparing periodic
reports for the Board. The Clerk is required to establish a system of investment internal
controls and operational procedures.
Subject to the requirements of Section 218.415, Florida Statutes, as amended, the
investment policy may be modified by the Board. The most recent investment policy of
the County became effective as of [January 9, 2024].
CONTINGENT FEES
The County has retained Bond Counsel, Disclosure Counsel and the Municipal
Advisor with respect to the authorization, sale, execution and delivery of the Series 2026
Bonds. Payment of the fees of Bond Counsel, Disclosure Counsel and the Municipal
Advisor and an underwriting discount to the Underwriter are each contingent upon the
issuance of the Series 2026 Bonds.
MISCELLANEOUS
All information included herein has been provided by the County, except where
attributed to other sources. The summaries of and references to all documents, statutes,
reports and other instruments referred to herein do not purport to be complete,
comprehensive or definitive, and each such reference or summary is qualified in its entirety
by reference to each such document, statute, report or other instrument. The information
herein has been compiled from official and other sources and, while not guaranteed by the
County, is believed to be correct. So far as any statements made in this Official Statement
40
and the appendices attached hereto involve matters of opinion or of estimates whether or
not expressly stated, they are set forth as such and not as representation of fact, and no
representation is made that any of the estimates will be realized.
AUTHORIZATION OF OFFICIAL STATEMENT
The delivery of this Official Statement has been duly authorized by the County. At
the time of delivery of the Series 2026 Bonds, the Chairman of the Board and the County
Administrator will furnish a certificate to the effect that neither the Chairman nor said
County Administrator has any knowledge or reason to believe that this Official Statement,
as of its date and as of the date of delivery of the Series 2026 Bonds, contains any untrue
statement of a material fact or omits to state a material fact necessary in order to make the
statements made herein, in light of the circumstances under which they were made, not
misleading.
INDIAN RIVER COUNTY, FLORIDA
By:
Chairman, Board of County Commissioners
County Administrator
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APPENDIX A
GENERAL INFORMATION REGARDING INDIAN RIVER COUNTY
APPENDIX B
ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR
ENDED SEPTEMBER 30, 2025
APPENDIX C
FORM OF BOND RESOLUTION
APPENDIX D
FORM OF APPROVING OPINION OF BOND COUNSEL
APPENDIX E
FORM OF CONTINUING DISCLOSURE CERTIFICATE
EXHIBIT D
FORM OF CONTINUING DISCLOSURE CERTIFICATE
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed
and delivered by Indian River County, Florida (the "County") in connection with the
issuance of $[PAR AMOUNT] aggregate principal amount of its Indian River County,
Florida General Obligation Bonds, Series 2026 (the "Series 2026 Bonds"). The Series 2026
Bonds are being issued pursuant to Resolution No. 2023-004 adopted by the Board of
County Commissioners (the "Board") of the County on January 31, 2023, as supplemented,
as particularly supplemented by Resolution No. 2026- adopted by the Board on [May
19], 2026 (collectively, the "Bond Resolution"). Capitalized terms used but not otherwise
defined herein shall have the same meaning as when used in the Bond Resolution unless
the context would clearly indicate otherwise. The County covenants and agrees as follows:
SECTION 1. PURPOSE OF DISCLOSURE CERTIFICATE. This
Disclosure Certificate is being executed and delivered by the County for the benefit of the
Series 2026 Bondholders and to assist the Underwriter of the Series 2026 Bonds in
complying with the continuing disclosure requirements of Rule 15c2-12 promulgated by
the Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act
of 1934 (the "Rule").
SECTION 2. NATURE OF UNDERTAKING. The County, in accordance
with the Rule, hereby covenants to provide or cause to be provided to the Electronic
Municipal Market Access system ("EMMA") and maintained by the Municipal Securities
Rulemaking Board (the "MSRB") for purposes of the Rule and any other entity authorized
and approved by the SEC from time to time to act as a repository for purposes of complying
with the Rule:
(a) (i) annual financial information and operating data of the type
described as "Annual Information" in Section 3(a) hereof for each Fiscal Year
ending on or after September 30, 2026, not later than the following April 30, and
(ii) audited financial statements of the County for each such Fiscal Year, not later
than the following April 30, if then available as described in the final paragraph of
this Section 2; and
(b) in a timely manner not in excess of ten business days after the
occurrence of any Specified Event described in Section 3(b) hereof (a "Specified
Event"), notice of (i) any Specified Event described in Section 3(b) hereof, (ii) the
County's failure to provide the Annual Information on or prior to the date specified
above, and (iii) any change in the accounting principles applied in the preparation
of its annual financial statements, any change in its Fiscal Year, and the termination
of the County's continuing disclosure obligations.
The County expects that audited annual financial statements will be prepared and
will be filed together with the Annual Information identified below. The accounting
principles to be applied in the preparation of those financial statements will be generally
accepted accounting principles, as modified by applicable State of Florida requirements
and the governmental accounting standards promulgated by the Governmental Accounting
Standards Board. In the event that the audited annual financial statements are not available
by the date on which the Annual Information will be provided, the County will provide
unaudited financial statements by the date specified and audited financial statements when
available.
SECTION 3. ANNUAL INFORMATION AND SPECIFIED EVENTS.
(a) "Annual Information" to be provided by the County for the immediately
completed Fiscal Year shall consist of information contained in the tables entitled:
(1) "Indian River County, Florida Property Tax Millage Rates for Direct
and Overlapping Governments (Unaudited);"
(2) "Indian River County, Florida Assessed Value and Actual Value of
Taxable Property (Unaudited);"
(3) "Indian River County, Florida Property Tax Levies and Collections
(Unaudited);" and
(4) "Indian River County, Florida Principal Property Taxpayers
(Unaudited)"
in the Official Statement prepared for the Series 2026 Bonds and presented in a manner
consistent with the presentation in the Official Statement; provided, however, any of such
information may be provided in the audited financial statements filed in accordance with
this Disclosure Certificate.
(b) Specified Events shall include the occurrence of the following events, within
the meaning of the Rule, with respect to the Series 2026 Bonds:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties;
2
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701-TEB) or other material notices or determinations with respect to the tax
status of the Series 2026 Bonds, or other material events affecting the tax status of
the Series 2026 Bonds;
(7) modifications to rights of the holders of the Series 2026 Bonds, if
material;
(8) any Series 2026 Bond calls, if material, and tender offers;
(9) defeasances in whole or in part of the Series 2026 Bonds;
(10) release, substitution, or sale of property securing repayment of the
Series 2026 Bonds, if material;
(11) any changes in the ratings assigned to the Series 2026 Bonds;
(12) bankruptcy, insolvency, receivership or similar event of the County
(this event is considered to occur when any of the following occur: the appointment
of a receiver, fiscal agent or similar officer for the County in a proceeding under the
U.S. Bankruptcy Code or in any other proceeding under state or federal law in which
a court or governmental authority has assumed jurisdiction over substantially all of
the assets or business of the County, or if such jurisdiction has been assumed by
leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement or liquidation by
a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the County);
(13) the consummation of a merger, consolidation, or acquisition involving
the County or the sale of all or substantially all of the assets of the County, other
than in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating to any
such actions, other than pursuant to its terms;
(14) appointment of a successor or additional trustee or the change of name
of a trustee;
(15) Incurrence of a financial obligation of the County, if material, or
agreement to covenants, events of default, remedies, priority rights, or other similar
terms of a financial obligation of the County, any of which affect holders of the
Series 2026 Bonds; and
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(16) Default, event of acceleration, termination event, modification of
terms, or other similar events under the terms of the financial obligation of the
County, any of which reflect financial difficulties.
The County may, from time to time, in its sole discretion, choose to provide notice
of the occurrence of certain other events if, in the judgment of the County, such other events
are material with respect to the Series 2026 Bonds, but the County does not specifically
undertake to commit to provide any such additional notice of the occurrence of any material
event except those events listed above. Any voluntary inclusion by the County of
supplemental information that is not required hereunder shall not expand the obligations of
the County hereunder and the County shall have no obligation to update such supplemental
information or include it in any subsequent report.
SECTION 4. SUBMISSION OF INFORMATION TO THE MSRB. The
information required to be disclosed pursuant to Sections 2 and 3 of this Disclosure
Certificate shall be submitted to EMMA and/or any successor repository required by
federal or state law or regulation. Subject to future changes in submission rules and
regulations, such submissions shall be provided to the MSRB, through EMMA, in portable
document format ("PDF") files configured to permit documents to be saved, viewed,
printed and retransmitted by electronic means. Such PDF files are required to be word -
searchable (allowing the user to search for specific terms used within the document through
a search or find function available in a software package).
Subject to future changes in submission rules and regulations, at the time that such
information is submitted through EMMA, the County, or any dissemination agent engaged
by the County pursuant to Section 7 hereof, shall also provide to the MSRB information
necessary to accurately identify:
(A) the category of information being provided;
(B) the period covered by the County's Annual Comprehensive Financial Report
and any additional financial information and operating data being provided;
(C) the issues or specific securities to which such submission is related or
otherwise material (including CUSIP number, County name, state, issue
description/securities name, dated date, maturity date, and/or coupon rate);
(D) the name of any Obligated Person other than the County;
(E) the name and date of the document being submitted; and
(F) contact information for the submitter.
SECTION 5. REMEDIES; NO EVENT OF DEFAULT. The County
agrees that its undertaking pursuant to the Rule set forth above is intended to be for the
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benefit of the holders and beneficial owners of the Series 2026 Bonds and shall be
enforceable by any such holder or beneficial owner; provided that the right to enforce the
provisions of this undertaking shall be limited to a right to obtain specific performance of
the County's obligations hereunder and any failure by the County to comply with the
provisions of this undertaking shall not be an event of default with respect to the Series
2026 Bonds under the Bond Resolution.
SECTION 6. SEPARATE BOND REPORT NOT REQUIRED;
INCORPORATION BY REFERENCE. The requirements of this Disclosure Certificate
do not necessitate the preparation of any separate annual report addressing only the Series
2026 Bonds. These requirements may be met by the filing of a combined bond report or
the County's Annual Comprehensive Financial Report; provided, such report includes all
of the required information and is available by April 30. Additionally, the County may
incorporate any information provided in any prior filing with EMMA or one of the
Nationally Recognized Municipal Securities Information Repositories recognized by the
SEC for purposes of the Rule or other information filed with the SEC or included in any
final official statement of the County; provided, such final official statement is filed with
the MSRB.
SECTION 7. DISSEMINATION AGENTS. The County may, from time
to time, appoint or engage a dissemination agent to assist it in carrying out its obligations
under this Disclosure Certificate, and may discharge any such agent, with or without
appointing a successor dissemination agent. The County has appointed HTS Continuing
Disclosure Services, a Division of Hilltop Securities Inc., as its initial dissemination agent.
SECTION 8. TERMINATION. The County's obligations under this
Disclosure Certificate shall cease (a) upon the legal defeasance, prior redemption, payment
in full of all of the Series 2026 Bonds, or (b) when the County no longer remains an
Obligated Person with respect to the Series 2026 Bonds within the meaning of the Rule, or
(c) upon the termination of the continuing disclosure requirements of the Rule by
legislative, judicial or administrative action.
SECTION 9. AMENDMENTS. The County reserves the right to amend the
provisions of this Disclosure Certificate as may be necessary or appropriate to achieve its
compliance with any applicable federal securities law or rule, to cure any ambiguity,
inconsistency or formal defect or omission, and to address any change in circumstances
arising from a change in legal requirements, change in law, or change in the identity, nature,
or status of the County, or type of business conducted by the County. Any such amendment
shall be made only in a manner consistent with the Rule and any amendments and
interpretations thereof by the SEC. Additionally, compliance with any provision of this
Disclosure Certificate may be waived. Any such amendment or waiver will not be effective
unless this Disclosure Certificate (as amended or taking into account such waiver) would
have complied with the requirements of the Rule at the time of the primary offering of the
Series 2026 Bonds, after taking into account any applicable amendments to or official
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interpretations of the Rule, as well as any change in circumstances, and until the County
shall have received either (a) a written opinion of bond or other qualified independent
special counsel selected by the County that the amendment or waiver would not materially
impair the interests of holders or beneficial owners of the Series 2026 Bonds, or (b) the
written consent to the amendment or waiver of the holders of at least a majority of the
principal amount of the Series 2026 Bonds then outstanding. Annual Information
containing any amended operating data or financial information shall explain, in narrative
form, the reasons for any such amendment and the impact of the change on the type of
operating data or financial information being provided. Additionally, in the year in which
any change in accounting principles is made, the County shall present a comparison (in
narrative form and also, if feasible, in quantitative form) between the financial statements
as prepared on the basis of the new accounting principles and those prepared on the basis
of the former accounting principles in accordance with the requirements of the
Governmental Accounting Standards Board.
SECTION 10. OBLIGATED PERSONS. If any person other than the
County becomes an Obligated Person (as defined in the Rule) relating to the Series 2026
Bonds, the County shall use its best efforts to require such Obligated Person to comply
with all provisions of the Rule applicable to such Obligated Person.
Dated: July [1], 2026
IM
ATTESTED AND COUNTERSIGNED:
By:
Clerk of the Circuit Court
and Ex -Officio Clerk of the Board of
County Commissioners of Indian River
County, Florida
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Chairman, Board of County Commissioners