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HomeMy WebLinkAbout2015-070ATALLAHASSEE 1500 Mahan Drive Suite 200 Tallahassee, Florida 32308 (850) 224-4070 Tel (850) 224-4073 Fax FORT LAUDERDALE 110 East Broward Boulevard Suite 1700 Fort Lauderdale, Florida 33301 (954) 315-3852 Tel Nabors Giblin (SQ._ Nickers onPA April 7, 2015 VIA UPS DELIVERY Maria Suesz, Supervisor Clerk to the Board Indian River County Board of Commissioners 1801 27th Street Vero Beach, Florida 32960 cLt;c-)lac i5 FORT MYERS 12731 World Plaza Lane I Gy ci, 1 Suite 2 Fort Myers, Florida 33907 (239) 288-4027 Tel (239) 288-4057 Fax TAMPA 2502 Rocky Point Drive Suite 1060 Tampa, Florida 33607 (813) 281-2222 Tel (°13) 281-0129 Fax Re: $20,369,000 Indian River County, Florida Limited General Obligation Refunding Note, Series 2015 Dear Ms. Suesz: Per Jason Brown's request, I am sending you the enclosed transcript containing fully executed original closing documents in connection with the referenced issue. Please let me know if you have any questions. Sincerely, 7-1 3'}y (. Tammy L. Keith Legal Assistant /tlk Enclosures 1-' 1 ,,- 1 i(,zvC,_ f~� SCHEDULE A Maturity Type Par Amount Interest Rate 06/30/15 T -Note $ 298,000 0.375% 12/31/15 T -Note 298,000 2.125 06/30/16 T -Note 19,376,000 1.500 A-1 $20,369,000 INDIAN RIVER COUNTY, FLORIDA LIMITED GENERAL OBLIGATION REFUNDING NOTE, SERIES 2015 List of Closing Documents April 9, 2015 1. (a) Certified copy of Resolution No. 2005-059, adopted on May 17, 2005 by the Board of County Commissioners of Indian River County, Florida, authorizing the issuance of the Series 2006 Bonds. (b) Certified copy of Resolution No. 2006-067, providing for the issuance of the Series 2006 Bonds. (c) Certified copy of Resolution No. 2015-047, adopted April 7, 2015, with respect to the Series 2015 Note. (d) Certificate of the Canvassing Board with respect to the general obligation bond referendum. 2. Certificate as to Specimen Note. 3. Incumbency Certificate. 4. Signature Certificate. 5. Certificate as to Arbitrage and Certain Other Tax Matters. 6. General Certificate. 7. Certificate of Delivery and Payment. 8. Internal Revenue Service Form 8038-G. 9. Division of Bond Finance Form. 10. Disclosure Statement and Truth -in -Bonding Statement. 11. Purchaser Certificate. 12. Cross -Receipt. 13. Approving Opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel. 14. Reliance Letter of Nabors, Giblin & Nickerson, P.A., Bond Counsel. 1 RESOLUTION NO. 2005- 059 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS OR NOTES OF INDIAN RIVER COUNTY, FLORIDA IN ONE OR MORE SERIES, IN AN AMOUNT NOT TO EXCEED $50,000,000 AGGREGATE PRINCIPAL AMOUNT TO FINANCE THE COST OF ACQUIRING LANDS TO PROTECT WATER RESOURCES AND DRINKING WATER, ENVIRONMENTALLY SIGNIFICANT LANDS, HISTORIC SITES, AGRICULTURAL LANDS, AND LANDS FOR OPEN SPACES AND/OR WILDLIFE HABITAT; PROVIDING FOR THE PAYMENT OF THE BONDS FROM AD VALOREM TAXES OF THE COUNTY; PROVIDING FOR THE RIGHTS, REMEDIES AND SECURITY OF THE HOLDERS OF SUCH BONDS; MAKING OTHER COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR CERTAIN MATTERS WITH RESPECT THERETO AND AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the Constitution of Florida, Section 125.01, Florida Statutes, and other applicable law; Resolution No. 2004-062 of the Board of County Commissioners of Indian River County, Florida, adopted June 22, 2004; and the vote of the electors of Indian River County, Florida on November 2, 2004, in accordance with Chapter 100, Florida Statutes. SECTION 2. FINDINGS. It is hereby found and determined: (A) The acquisition of lands to protect water resources and drinking water, environmentally significant land, historic sites, agricultural lands and lands for open spaces and/or wildlife habitat constitutes a public purpose for which bonds payable from county ad valorem taxes may be issued pursuant to the Constitution of the State of Florida and Chapter 125 Florida Statutes, as amended. (B) On June 22, 2004, the Board of County Commissioners of Indian River County, Florida, did adopt its Resolution No. 2004-062 entitled: A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, CALLING A BOND REFERENDUM ELECTION FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS; PROVIDING THE FORM OF THE BALLOT TITLE AND THE BOND REFERENDUM QUESTION; PROVIDING FOR THE PLACES OF VOTING, PRINTING OF BALLOTS AND BOND REFERENDUM ELECTION PROCEDURE; PROVIDING FOR EFFECT OF REFERENDUM RESULTS; PROVIDING FOR A GENERAL No. 15(c) DESCRIPTION OF THE PROJECTS TO BE FUNDED BY THE BONDS ISSUED PURSUANT TO THE BOND REFERENDUM QUESTION; PROVIDING AUTHORIZATION FOR NECESSARY ACTION; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. Resolution No. 2004-062 fixed the date of said election to be November 2, 2004, did fix the form of ballot to be used in said election and did provide for the publication of notice of said election all in accordance with Chapter 100, Florida Statutes, and other applicable laws. (C) Notice of said Bond election was duly published on October 1, 2004, October 10, 2004 and October 12, 2004, in the Vero Beach Press Journal, a newspaper of general circulation in Indian River County. (D) The election was duly held and conducted in all respects according to law. At the election, 37,946 electors voted in favor of the issuance of the Bonds and 18,272 voted against the issuance of the Bonds to finance the cost of acquiring lands to protect water resources and drinking water, environmentally significant land, historic sites, agricultural lands and lands for open spaces and/or wildlife habitat in Indian River County. (E) Returns of said election were duly made to the County Corrunissioners of Indian River County, Florida, canvassed by the Indian River County Canvassing Board and certified as required by law. (F) The Bonds so approved will be issued to acquire lands to protect water resources and drinking water, environmentally significant land, historic sites, agricultural lands and lands for open spaces and/or wildlife habitat, as more specifically set forth herein. SECTION 3. DEFINITIONS. As used in this Resolution: "ACQUISITION FUND" shall mean the "Indian River County General Obligation Bonds, Project and Acquisition Fund" created pursuant to Section 15 of this Resolution. "AUTHORIZED INVESTMENTS" shall mean all investments authorized under Section 125.31, Florida Statutes. "BONDS" means the not to exceed $50,000,000 aggregate principal amount of Indian River County, Florida, General Obligations Bonds, to be issued pursuant to this Resolution. "COUNTY" means Indian River County, Florida. "CLERK" means the Clerk of Circuit Court of Indian River County, Florida. "DEBT SERVICE FUND" shall mean the "Indian River County, Florida General Obligation Bonds, Debt Service Fund" created pursuant to Section 16 of this Resolution. "FEDERAL SECURITIES" shall mean direct obligations of (including obligations issued or held in book entry form on the books of) the Department of Treasury of the United States of America or obligations guaranteed as to principal or interest by the United States of America. 2 "FISCAL YEAR" shall mean that period commencing on October 1 and continuing to and including the next succeeding September 30, or such other annual period as may be prescribed by law. "OWNER" shall mean any person who shall be the registered owner of any outstanding Bond. "PAYING AGENT" shall mean a trust company or a bank with trust powers appointed from time to time by subsequent resolution of the County to serve under this Resolution. Nothing herein shall, how -ever, prohibit the Clerk from serving as Paying Agent hereunder if approved by subsequent resolution of the County. "PROJECTS" means the acquisition by the County of lands to protect water resources and/or drinking water, environmentally significant land, historic sites, and/or agricultural lands by purchasing interests in land including but not limited to fee simple interest, less than fee simple interest, conservation easements, the purchase or transfer of development rights and the acquisition of other similar interests in lands to protect water resources and/or drinking water, environmentally significant land, historic sites, and/or agricultural lands, together with the necessary preservation, restoration, remediation and reclamation activities to preserve and enhance such property, or in the case of agricultural lands, to maintain the agricultural purpose of property, such as to restore such property to its natural state, including customary and necessary costs and expenses incurred in the acquisition of such lands and expenses incident to the sale, issuance and delivery of the Bonds. "REGISTRAR" shall mean a trust company or bank with trust powers appointed from time to time by subsequent resolution of the County to serve under this Resolution. Nothing herein shall, however, prohibit the Clerk from serving as Registrar hereunder if approved by subsequent resolution of the County. "SERIAL BONDS" shall mean the Bonds issued hereunder other than Term Bonds which shall be stated to mature annually. "TERM BONDS" shall mean the Bonds issued hereunder which shall be stated to mature on one date and for the amortization of which mandatory payments are required to be made into the Debt Service Fund. SECTION 4. BONDS AUTHORIZED. For the purpose of financing the costs of the Projects (as set forth in the definitions thereof), there are hereby authorized to be issued and sold Indian River County, Florida, General Obligation Bonds, in one or more series, in the aggregate principal amount of not to exceed $50,000,000 (hereinafter referred to as the "Bonds"). The Bonds and interest thereon shall be general obligations of the County for the payment of which the full faith and credit and taxing power of the County is hereby pledged. The Bonds shall be payable from ad valorem taxes without limit on all taxable property in the Comity as provided herein; provided, however, that the Bonds shall be structured in such a manner that at the time of issuance the millage rate required to make the maximum annual payment of the principal of and interest on the Bonds shall riot exceed 1/2 mil of the then assessed value of all lands situated in the County subject to ad valorem taxation. 3 SECTION 5. DESCRIPTION OF BONDS. The Bonds shall be issued as fully registered Bonds, may be issued in one or more series, shall contain a series designation indicating the year of issuance and shall be numbered consecutively from one upward within each series of Bonds; shall be in the denomination of $5,000 each or integral multiples thereof; shall bear interest at such rate or rates not exceeding the maximum legal rate allowable by law, as shall be determined at or before the time of sale thereof, such interest to be payable semi-annually, may be Serial Bonds and \or Term Bonds, shall be dated and shall mature on such dates and in such years, but in no event exceeding fifteen (15) years from their date of issuance and in such amounts, all as shall be determined by subsequent resolution or resolutions of the County Commission adopted on or prior to the sale thereof. Each Bond shall bear interest from the interest payment date next preceding the date on which it is authenticated, unless authenticated on an interest payment date, in which case it shall bear interest from such interest payment date, or, unless authenticated prior to the first interest payment date, in which case it shall bear interest from its dated 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 been paid. 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 Owner or his legal representative at the principal corporate trust office of the Paying Agent, and payment of the 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 Registrar hereinafter provided for as of the date fifteen (15) days prior to each interest payment date, as the registered Owner thereof, by check or draft mailed to such registered Owner at his address as it appears on such registration books. Payment of the principal of all Bonds shall be made upon the presentation and surrender of such Bonds at the principal corporate trust office of the Registrar as the same shall become due and payable. Notwithstanding any other provisions of this Section, the County may, at its option, prior to the date of issuance of the Bonds, elect to use an immobilization system or pure book - entry system with respect to issuance of such Bonds, provided adequate records will be kept with respect to the ownership of such obligations issued in book -entry foiui or the beneficial ownership of Bonds issued in the name of a nominee. As long as any Bonds are outstanding in book -entry form, the provisions of this Resolution in conflict with such system of registration shall not be applicable to such obligations. The provisions of such system of book -entry -only registration shall be set forth in a subsequent resolution of the County adopted at or prior to the sale of the Bonds. SECTION 6. EXECUTION OF BONDS. The Bonds shall be manually signed by, or bear the facsimile signature of the Chairman of the County Commission and shall be manually signed by, or bear the facsimile signature of, the County Clerk and a facsimile of the official seal of the County shall be imprinted on the Bonds. 4 In case any officer whose signature or a facsimile of whose signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery. Any Bond may bear the facsimile signature of or may be manually signed by such persons who, at the actual time of the execution of such Bond, shall be the proper officers to sign such Bonds although at the date of such Bond such persons may not have been such officers. SECTION 7. AUTHENTICATION OF BONDS. Only such of the Bonds as shall have endorsed thereon a certificate of authentication substantially in the form hereinbelow set forth, duly executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security under this Resolution. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Registrar, and such certificate of the Registrar upon any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The Registrar's certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the Registrar, but it shall not be necessary that the same officer sign the certificate of authentication of all of the Bonds that may be issued hereunder at any one time. SECTION 8. EXCHANGE OF BONDS. Any Bonds, upon surrender thereof at the principal corporate trust office of the Registrar, together with an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the Registrar, may, at the option of the Owner, be exchanged for an aggregate principal amount of Bonds equal to the principal amount of the Bond or Bonds so surrendered. The Registrar shall make provision for the exchange of Bonds at the principal corporate a ust office of the Registrar. SECTION 9. NEGOTIABILITY, REGISTRATION AND TRANSFER OF BONDS. The Registrar shall keep books for the registration of Bonds and for the registration of transfers of Bonds as provided in this Resolution. The transfer of any Bonds may be registered only upon such books and only upon surrender thereof to the Registrar together with an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the Registrar. Upon any such registration of transfer the County shall execute and the Registrar shall authenticate and deliver in exchange for such Bond, a new Bond or Bonds registered in the name of the transferee, and in an aggregate principal amount equal to the principal amount of such Bond or Bonds so surrendered. In all cases in which Bonds shall be exchanged, the County shall execute and the Registrar shall authenticate and deliver, at the earliest practicable time, Bonds in accordance with the provisions of this Resolution. All Bonds surrendered in any such exchange or registration of transfer shall forthwith be canceled by the Registrar. The County or the Registrar may make a charge for every such exchange or registration of transfer of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer, but no other charge shall be made to any Owner for the privilege of exchanging or registering the transfer of Bonds under the provisions of this 5 Resolution. Neither the County nor the Registrar shall be required to make any such exchange or registration of transfer of Bonds during the fifteen (15) days immediately preceding any interest payment date. SECTION 10. OWNERSHIP OF BONDS. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal or redemption price of any such Bond, and the interest on any such Bonds, shall be made only to or upon the order of the registered Owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond including the premium, if any, and interest thereon to the extent of the sum or sums so paid. SECTION 11. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the County may in its discretion cause to be executed, and the Registrar shall authenticate and deliver, a new Bond of like date and tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Owner furnishing the County and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the County and the Registrar may prescribe and paying such expenses as the County and the Registrar may incur. All Bonds so surrendered shall be canceled by the County. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the County may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section shall constitute original, additional contractual obligations on the part of the County whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as herein -after pledged, to the same extent as all other Bonds issued here -under. SECTION 12. PROVISIONS FOR REDEMPTION. The Bonds shall be subject to redemption prior to their maturity, at the option of the County, at such times and in such manner as shall be fixed by resolution of the County prior to or at the time of sale of the Bonds. Notice of such redemption shall, not less than thirty (30) and not more than sixty (60) days prior to the redemption date, be filed with the Registrar, and mailed, postage prepaid, to all Owners of Bonds to be redeemed at their addresses as they appear on the registration books hereinbefore provided for, but failure to mail such notice to one or more Owners of Bonds shall not affect the validity of the proceedings for such redemption with respect to Owners of Bonds to which notice was duly mailed hereunder. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds of one maturity are to be called, the distinctive numbers of such Bonds to be redeemed and in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. 6 Upon surrender of any Bond for redemption in part only, the Registrar shall authenticate and deliver to the Owner thereof, the cost of which shall be paid by the County, a new Bond of an authorized denomination equal to the unredeemed portion of the Bond surrendered. SECTION 13. FORM OF BONDS. The text of the Bonds shall be in substantially the form attached hereto as Exhibit A and incorporated herein by reference as if fully set forth herein, with such omissions, insertions and variations as may be necessary and desirable and authorized and permitted by this Resolution or by any subsequent resolution adopted prior to the issuance thereof. SECTION 14. SALE OF BONDS. The Bonds shall be issued and sold at public sale or negotiated sale in such manner and at such price or prices consistent with the applicable statutes, all at one time or in installments from time to time, as shall be hereafter determined by the County Commission in a subsequent resolution or resolutions. SECTION 15. APPLICATION OF BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Bonds shall be applied simultaneously with the delivery of the Bonds to the purchaser thereof, as follows: (A) The accrued interest and capitalized interest, if any, shall be deposited in the Debt Service Fund hereinafter created and shall be used only for the purpose of paying interest coming due on the Bonds. (B) To the extent not reimbursed therefor by the original purchaser of the Bonds, the County shall pay all costs and expenses in connection with the preparation, sale, issuance and delivery of the Bonds. (C) The remainder of the proceeds of the sale of the Bonds shall be deposited in the "Indian River County General Obligation Bonds, Project Acquisition Fund" (the "Acquisition Fund") hereby created, which shall he a trust fund for the benefit of the Owners of the Bonds, and used only for the costs of the Projects. The proceeds of the sale of the Bonds shall be and constitute trust funds for the purposes hereinabove provided and there is hereby created a lien upon such moneys, until so applied, in favor of the Owners of said Bonds. Moneys in the Acquisition Fund may from time to time be invested in Authorized Investments. SECTION 16. LEVY OF AD VALOREM TAXES. (A) There is hereby created the "Indian River County General Obligation Bonds, Debt Service Fund" (the "Debt Service Fund") which shall be a trust fund for the benefit of the Owners of the Bonds. Within the Debt Service Fund there shall be established an Interest Account and a Principal Account. There is hereby created a lien upon any and all moneys deposited in such Debt Service Fund in favor of the Owners of the Bonds until applied as provided herein. Pursuant to Resolution No. 2004-062 and this Resolution, in each Fiscal Year while any of the Bonds are outstanding and unpaid, there shall be levied and collected an ad valorem tax on all the taxable property within the County sufficient to pay the interest on the Bonds as the same becomes due and payable, and to provide for the payment of the principal and redemption premium, if any, of said Bonds at their maturity or stated redemption date, and the County is, and shall he, irrevocably and 7 unconditionally obligated to levy and collect such ad valorem taxes without limitation as to rate or amount on all the taxable property within the County, sufficient in amount to pay all principal and redemption premium, if any, and interest on said Bonds as the same shall mature and become due. All taxes levied pursuant to this Resolution, as collected, shall be paid over for deposit in the Debt Service Fund and held in trust for the payment of the principal of and interest on the Bonds as they severally become due and shall be expended for no other purpose. Until disbursed, the funds shall be secured as may from time to time be provided by law and as may be provided by resolution of the County Commissioners. Funds in the Debt Service Fund may be invested from time to time in Authorized Investments. (B) The moneys at any time on deposit in the Debt Service Fund shall be disposed of only in the following manner: (i) moneys shall first be used, to the full extent necessary, for deposit into the Interest Account in the Debt Service Fund to pay interest becoming due on the Bonds on the next semiannual interest payment date; provided, however, that deposits for interest shall not be required to be made into the Interest Account to the extent that money on deposit therein is sufficient for such purpose. (ii) moneys shall next be used, to the full extent necessary, for deposit into the Principal Account in the Debt Service Fund to pay principal becoming due or scheduled redemption payments on the Bonds on the next principal payment date or date established for redemption; provided, however, that deposits for principal shall not be required to be made into the Principal Account to the extent that money on deposit therein is sufficient for such purpose. (C) In the event moneys remain in the Acquisition Fund or the Debt Service Fund (including any accounts therein) upon payment in full of all amounts payable hereunder, all such excess amounts representing (a) investment income and, (b) moneys remaining in the Acquisition Fund or the Debt Service Fund (including any accounts therein), shall be deposited into the County's general fund to be used by the County for any lawful purpose, subject to the arbitrage rebate provisions of the Internal Revenue Code of 1986, unless otherwise directed by subsequent resolution of the County. (D) The designation and establishment of funds and accounts in and by this Resolution shall not be construed to require the establishment of any completely independent funds and accounts, but rather is intended solely to constitute an allocation of moneys collected and to be held pursuant to the terms of this Resolution. All income and earnings from the investment and reinvestment of moneys shall be retained in the respective fund or account from which such investment was made and shall be a credit against deposits required by this Resolution. SECTION 17. TAX COVENANT. No use will be made of the proceeds of the Bonds, which, if such use were reasonably expected on the date of issuance of the Bonds, would cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1986. The County at all times while the Bonds and the interest thereon are outstanding will comply with the requirements of the Internal Revenue Code of 1986 and any valid and applicable rules and 8 regulations promulgated thereunder. The County will comply with the requirements of the Internal Revenue Code of 1986, as amended, and any valid and applicable rules and regulations promulgated thereunder necessary to maintain the exclusion from gross income of interest on the Bonds, including the creation of any funds and/or accounts required in that regard. The County covenants and agrees to make any and all payments required to be made to the United States Department of the Treasury in connection with the Bonds pursuant to Section 148(f) of the Code from amounts on deposit in the funds and accounts established in connection with the Bonds or from other legally available funds of the County. SECTION 18. OWNERS NOT RESPONSIBLE FOR APPLICATION OF BOND PROCEEDS. The Owners of the Bonds issued hereunder shall have no responsibility for the use of the proceeds of said Bonds, and the use of such Bond proceeds by the County shall in no way affect the rights of such Owners. The County shall be irrevocably obligated to continue to levy and collect the ad valorem taxes as provided herein to pay the principal of and interest on said Bonds annually as they become due and to make all other payments provided for herein from said ad valorem taxes notwithstanding any failure of the County to use and apply such Bond proceeds in the manner provided herein. SECTION 19. MODIFICATION OR AMENDMENT. No material modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the Owners of two-thirds (2/3) or more in the principal amount of the Bonds then outstanding responding to the County's written request for such consent provided by certified mail; provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon or in the amount of the principal obligation thereof or affecting the promise of the County to pay the principal of and interest on the Bonds as the same shall become due or reduce the percentage of the Owners of the Bonds required to consent to any material modification or amendment hereof without the consent of the Owner or Owners of all such Bonds. Notwithstanding the foregoing, this Resolution may be amended, changed, modified and altered without the consent of the Owners of the Bonds, (i) to cure any ambiguity, correct or supplement any provision contained herein which may be defective or inconsistent with any other provision contained herein, (ii) to provide other changes which will provide additional security to the Owners of the Bonds, or (iii) to maintain the exclusion of interest on the Bonds from gross income for Federal income tax purposes. SECTION 20. DEFEASANCE. If the County shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Bonds the principal or redemption price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Resolution, then the pledge of the full faith and credit and taxing power of the County, and all covenants, agreements and other obligations of the County to the Owners, shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Paying Agent shall pay over or deliver to the County all money or securities held by them pursuant to this Resolution which are not required for the payment or redemption of Bonds riot theretofore surrendered for such payment or redemption. 9 Any Bonds or interest installments appertaining thereto, whether at or prior to the maturity or redemption date of such Bonds, shall be deemed to have been paid within the meaning of this Section 20 if (A) in case any such Bonds are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and (B) there shall have been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the County either moneys in an amount which shall be sufficient, or Federal Securities the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with such bank or trust company at the same time shall be sufficient, to pay the principal of or redemption price, if applicable, and interest due and to become due on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be. Except as hereafter provided, neither the Federal Securities nor any moneys so deposited with such bank or trust company nor any moneys received by such bank or trust company on account of principal of or redemption price, if applicable, or interest on said Federal Securities shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of or redemption price, if applicable, of the Bonds for the payment or redemption of which they were deposited and the interest accruing thereon to the date of maturity or redemption; provided, however, the Issuer may substitute new Federal Securities and moneys for the deposited Federal Securities and moneys if the new Federal Securities and moneys are sufficient to pay the principal of or redemption price, if applicable, and interest on the obligations being refunded. In the event the Bonds for which moneys are to be deposited for the payment thereof in accordance with this Section 20 are not by their terms subject to redemption within the next succeeding sixty (60) days, the County shall cause the Registrar to mail a notice to the Owners of such Bonds that the deposit required by this Section 20 of moneys or Federal Securities has been made and said Bonds are deemed to be paid in accordance with the provisions of this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal of or redemption price, if applicable, and interest on said Bonds. Nothing herein shall be deemed to require the County to call any of the outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the County in determining whether to exercise any such option for early redemption. SECTION 21. BOND ANTICIPATION NOTES AUTHORIZED. In anticipation of the receipt of the proceeds of the sale of the Bonds, the County shall have power to borrow money for the purposes for which the Bonds are to be issued and to execute Bond Anticipation Notes within the authorized maximum amount of the Bonds in accordance with and subject to the provisions of Section 215.431, Florida Statutes. 10 SECTION 22. SALE OF BONDS. The Bonds shall be issued and sold at one time or from time to time, in such manner and at such price or prices consistent with the provisions of the laws of the State of Florida as shall hereafter be determined by subsequent resolution of the County. SECTION 23. REMEDIES. Any Owner of the Bonds, to the full extent permitted by the laws of the State of Florida or the United States of America, may sue to protect and enforce any and all legal rights granted hereunder and to enforce and compel the performance of all duties required by this Resolution. SECTION 24. SEVERABILITY OF 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, though not expressly prohibited or against public policy, or shall for any reason whatsoever he 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 provisions hereof or of the Bonds issued hereunder. SECTION 25. REPEALING CLAUSE. All resolutions or parts thereof of the County in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. SECTION 26. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. `"" PASSED AND ADOPTED the 17th day of May, 2005. (SEAL) ATTEST: 11 BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA Chairman Thomas S. Lowther APPR AN B ED AS TO FORM L SI.IFFICIEN ARIAN E. r SSISTANT COUNTY ATTORNEY EXHIBIT A FORM OF BOND No. R- $ UNITED STATES OF AMERICA INDIAN RIVER COUNTY, FLORIDA GENERAL OBLIGATION BOND, SERIES [TO BE DETERMINED] Izlterest Rate Maturity Date Date of Original Issue CUSIP 1, 200_ Registered Holder: Principal Amount: Indian River County, Florida, (the "County"), for value received, hereby promises to pay to the Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and to pay interest on such Principal Amount from the Date of Original Issue identified above or from the most recent interest payment date to which interest has been paid at the Interest Rate per annum identified above on 1st and 1st of each year commencing 1, 200_ until such Principal Amount shall have been paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Such Principal Amount and interest and the premium, if any, on this Bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Such Principal Amount and the premium, if arty, on this Bond, are payable at the principal corporate trust office of , as Paying Agent (the "Paying Agent"). Interest payable on any Bond on any interest payment date will be paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day of the calendar month (whether or not a business day) next preceding the month in which such interest payment is due. In lieu of payment by check or draft, and at the request and expense of such Holder, payment may be made by bank wire transfer for the account of such Holder. A-1 This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $ (the "Bonds") of like date, tenor and effect, except as to number, maturity, interest rate and redemption provisions, issued to finance the cost of the acquisition of lands to protect water resources and drinking water, environmentally significant land, historic sites, agricultural lands and lands for open spaces and/or wildlife habitat (the "Projects"), and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Florida Statutes, Article VII, Section 12 of the Florida Constitution, and a Resolution of the County, duly adopted by the Board of County Commissioners on May _ , 2005, as amended and supplemented (the "Resolution") and is subject to all the terms and conditions of such Resolution. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds of this issue does not violate any constitutional, statutory, or charter limitation or provision, and that provision has been made for the collection of a direct annual tax, without limitation as to rate or amount, on all property in the County taxable for such purpose sufficient to pay and discharge the principal and interest on the Bonds, for the payment of which the full faith, credit and taxing power of the County are irrevocably pledged. The Bonds shall be subject to redemption prior to their maturity at the option of the County. (Insert Optional or Mandatory Redemption Provisions) Notice of such redemption shall be given in the manner required by the Resolution. Reference to the Resolution is hereby made for a description of the funds charged with and pledged to the payment of the principal of interest on the Bonds, the nature and extent of the security for the payment of the Bonds, a statement of the rights, duties and obligations of the County, the rights of the holders of the Bonds, to all the provisions of which Resolution the holder hereof by the acceptance of this Bond assents. The transfer of this Bond is registrable by the Bondholder hereof in person or by his attorney or legal representative at the principal corporate trust office of the Registrar but only in the manner and subject to the conditions provided in the Resolution and upon surrender and cancellation of this Bond. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Resolution until it shall have been authenticated by the execution by the Registrar of the certificate of authentication endorsed hereon. A-2 IN WITNESS WHEREOF, the County, acting by and through the Commission, has issued this Bond and has caused the same to be signed by its Chairman and attested to by the Clerk of the Circuit Court for the County (the signatures of the Chairman and the Clerk being authorized to be facsimile of such officers' signatures) and its seal or a facsimile of thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the ,^ day of , 200_. (SEAL) ATTEST: (manual or facsimile) Clerk, Jeffrey K. Barton INDIAN RIVER COUNTY, FLORIDA By its Board of County Commissioners (manual or facsimile) Chairman, Thomas S. Lowther CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds issued under the provisions of the within -mentioned Resolution. Date of Authentication: A-3 Registrar, as Authenticating Agent By: (manual signature) Authorized Signatory ASSIGNMENT AND TRANSFER FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or other identifying number of assignee) the attached Bond of Indian River County, Florida, and does hereby constitute and appoint , attorney, to transfer the said Bond on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed by: [member firm of the New York Stock Exchange or a commercial bank or a trust company.] By: Title: NOTICE: No transfer will he registered and no new Bonds will be issued in the name of the Transferee, unless the signature to this assignment corresponds the name as it appears upon the face of the within Bond in particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. A-4 1(b) CLERK'S CERTIFICATE AS TO RESOLUTION NO. 2006-067 I, Jeffrey R. Smith, the undersigned Clerk of the Circuit Court and Ex -Officio Clerk of the Board of County Commissioners of Indian River County, Florida (the "County"), DO HEREBY CERTIFY that attached hereto is a copy of "A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, SUPPLEMENTING AND AMENDING RESOLUTION NO. 2005-059 PROVIDING FOR THE SALE OF NOT TO EXCEED $50,000,000 LIMITED GENERAL OBLIGATION BONDS OF INDIAN RIVER COUNTY, FLORIDA; FIXING REDEMPTION PROVISIONS AND SERIES DESIGNATION FOR THE BONDS; SETTING FORTH THE FORM OF THE NOTICE OF BOND SALE AND SUMMARY NOTICE OF BOND SALE RELATING TO THE SALE OF SUCH BONDS; DIRECTING PUBLICATION OF THE SUMMARY NOTICE OF SALE RELATING TO SUCH BONDS; PROVIDING FOR THE OPENING OF BIDS RELATING TO THE SALE OF THE BONDS; SETTING FORTH THE OFFICIAL NOTICE OF SALE AND BID FORMS; PROVIDING THAT SUCH BONDS SHALL BE ISSUED IN FULL BOOK ENTRY FORM; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT; COVENANTING TO PROVIDE CONTINUING DISCLOSURE; AUTHORIZING THE SELECTION OF A REGISTRAR AND PAYING AGENT; AUTHORIZING MUNICIPAL BOND INSURANCE; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE;" adopted at a meeting of the Board of County Commissioners duly called and held on May 23, 2006, at which meeting a quorum was present and acting throughout, which resolution has been compared by me with the original thereof as recorded in the Minute Book of said County and that said resolution is a true, complete and correct copy thereof, and said resolution has been duly adopted and has not been modified, amended, superseded, or repealed, except as supplemented by County Resolution No. 2015-047, and is in full force and effect on and as of the date hereof in the form attached hereto. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the County as of this 9th day of April, 2015. (SEAL) 41111AAF if % / i Cler oft :V ir„ .pit 6 ourt and Ex -Officio Clerk of the : o.. • of County Commissioners of Indian River County, Florida • it RESOLUTION NO. 2006- 067 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, SUPPLEMENTING AND AMENDING RESOLUTION NO. 2005-059 PROVIDING FOR THE SALE OF NOT TO EXCEED $50,000,000 LIMITED GENERAL OBLIGATION BONDS OF INDIAN RIVER COUNTY, FLORIDA; FIXING REDEMPTION PROVISIONS AND SERIES DESIGNATION FOR THE BONDS; SETTING FORTH THE FORM OF THE NOTICE OF BOND SALE AND SUMMARY NOTICE OF BOND SALE RELATING TO THE SALE OF SUCH BONDS; DIRECTING PUBLICATION OF THE SUMMARY NOTICE OF SALE RELATING TO SUCH BONDS; PRO- VIDING FOR THE OPENING OF BIDS RELATING TO THE SALE OF THE BONDS; SETTING FORTH THE OFFICIAL NOTICE OF SALE AND BID FORMS; PROVIDING THAT SUCH BONDS SHALL BE ISSUED IN FULL BOOK ENTRY FORM; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT; COVENANTING TO PROVIDE CONTINUING DISCLOSURE; AUTHORIZING THE SELECTION OF A REGISTRAR AND PAYING AGENT; AUTHORIZING MUNICIPAL BOND INSURANCE; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on May 17, 2005, the Board of County Commissioners of Indian River County, Florida (the "County" or the "Issuer") adopted Resolution No. 2005-059, (the "Authorizing Resolution") to provide for the issuance of not to exceed $50,000,000 in aggregate principal amount of Indian River County General Obligation Bonds (the "Bonds") payable from the County's ad valorem taxes without limit on all taxable property in the County as provided in the Authorizing Resolution; provided, however, that the Bonds shall be structured in such a manner that at the time of issuance of any series thereof, the millage rate required to make the maximum annual payment of the principal of and interest on the Bonds shall not exceed '/z mil of the then assessed value of all lands situated in the County subject to ad valorem taxation; and WHEREAS, the Authorizing Resolution must be amended to correct the scope of the limitation on the County's ability to levy ad valorem taxes for the debt service on the Bonds; and WHEREAS, it is in the best interest of the County to provide for the current public sale of not to exceed $50,000,000 of such Bonds; No. 15(d) STATE OF FLORIDA INDIAN RIVER COUNTY THIS IS TO CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF THE ORIGINAL ON FILE IN THIS OFFICE EFFREY K. RaaT N CLERK ATE ____.. is-C�f7 D.C. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, as follows: SECTION 1. BOND AND SERIES DESIGNATION. The Bonds shall be designated the "Indian River County, Florida Limited General Obligation Bonds", and the series designation for the Bonds is hereby determined to be Series 2006 (arid hereinafter are referred to as the "Series 2006 Bonds"). SECTION 2. APPLICATION OF PROVISIONS OF THE AUTHORIZING RESOLUTION. The Series 2006 Bonds, herein authorized, shall for all purposes (except as herein expressly provided) be considered to be issued under the authority of the Authorizing Resolution, and shall be entitled to all the protection and security provided therein for Bonds issued thereunder. SECTION 3. AMENDMENT TO SECTION 4 OF AUTHORIZING RESOLUTION. Section 4 of Resolution No. 2.005-059 is hereby amended in its entirety to read as follows: SECTION 4. BONDS AUTHORIZED. For the purpose of financing the costs of the Projects (as set forth in the definitions thereof), there are hereby authorized to be issued and sold Indian River County, Florida, Limited General Obligation Bonds, in one or more series, in the aggregate principal amount of not to exceed $50,000,000 (hereinafter referred to as the "Bonds"). The Bonds and interest thereon shall be limited general obligations of the County for the payment of which the full faith and credit and taxing power of the County is hereby pledged. The Bonds shall be payable from ad valorem taxes levied on all taxable property in the County in an amount up to 1/2 rnil. SECTION 4. PUBLIC SALE OF SERIES 2006 BONDS; REDEMPTION AND MATURITY PROVISIONS. There is hereby authorized to be sold pursuant to a public sale not to exceed $50,000,000 Indian River County, Florida, Limited General Obligation Bonds. The County Administrator or his designee, is hereby directed to arrange for the sale of the Series 2006 Bonds utilizing the electronic bid process of PARITY through the publication of the Summary Notice of Sale of the Bonds in a newspaper regularly distributed in Indian River County and in The Bond Buyer, such publications to be on such date as shall be deemed by the County Administrator or his designee, to be in the best interest of the Issuer and such publications to be not less than ten (10) calendar days prior to the date of sale as required by Section 218.385(1), Florida Statutes; and to publish such Notice in such other newspapers on such dates as may be deemed appropriate by the County Administrator or his designee. The Series 2006 Bonds shall be subject to optional redemption and shall mature on the dates as is set forth in the Notice of Bond Sale hereinafter approved. 2 Proposals for purchase of the Series 2006 Bonds will be received electronically via PARITY as provided in the Official Notice of Sale, from the time that the Notice of Bond Sale is published until 11:00 a.m., Eastern Daylight Savings Time, on such date and time as may be established by the County Administrator or his designee, and if such date is subject to change, communicated through Thompson Municipal Market Monitor (TM3) not less than twenty-four (24) hours prior to the time bids are to be received for the purchase of Indian River County, Florida, Limited General Obligation Bonds, Series 2006; provided that if the internet is not working on the designated bid date, the bid date shall be automatically changed to the next business day, and the County will communicate a confirmation of this change in bid date through Thompson Municipal Market Monitor (TM3), all as provided in the Notice of Sale (the "Bid Date"). SECTION 5. USE OF PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Series 2006 Bonds shall be applied simultaneously with the delivery of the Bonds to the purchaser thereof, as follows: (A) The accrued interest and capitalized interest, if any, shall be deposited in the Debt Service Fund created by the Authorizing Resolution and shall be used only for the purpose of paying interest coming due on the Series 2006 Bonds. (B) To the extent not reimbursed therefor by the original purchaser of the Series 2006 Bonds, the County shall pay all costs and expenses in connection with the preparation, sale, issuance and delivery of the Series 2006 Bonds. (C) The remainder of the proceeds of the sale of the Series 2006 Bonds shall be deposited in the "Indian River County Limited General Obligation Bonds, Project Acquisition Fund" (the "Acquisition Fund") created by the Authorizing Resolution, which shall be a trust fund for the benefit of the Owners of the Series 2006 Bonds, and used only for the costs of the Projects. The proceeds of the sale of the Series 2006 Bonds shall be and constitute trust funds for the purposes hereinabove provided and there is hereby created a lien upon such moneys, until so applied, in favor of the Owners of said Series 2006 Bonds. Moneys in the Acquisition Fund may from time to time be invested in Authorized Investments. SECTION 6. APPROVAL OF FORMS. The Notice of Bond Sale and Summary Notice of Sale of the Bonds to be submitted for purchase of the Series 2006 Bonds shall be in substantially the forms annexed hereto, as Exhibits A and B, respectively, together with such changes as shall be deemed necessary or desirable by the County Administrator or his designee, incorporated herein by reference. The form of the Official Bid Form shall be provided by the internet auction website selected by the County Administrator, and shall be reasonably satisfactory to the County Administrator. SECTION 7. BOOK ENTRY ONLY BONDS. It is in the best interest of the County and the residents and inhabitants thereof that the Series 2006 Bonds be issued utilizing a pure book - 3 entry systern of registration. In furtherance thereof, the County has previously executed and delivered a Blanket Letter of Representations with the Depository Trust Company. For so long as the Series 2006 Bonds remain in such book entry only system of registration, in the event of a conflict between the provisions of the Original Resolution and of the Blanket Letter of Representations, the terms and provisions of the Blanket Letter of Representations shall prevail. SECTION 8. PAYMENT OF INTEREST. Payment of the interest on the Series 2006 Bonds shall be made by the Paying Agent on each July 1 and January 1, commencing January 1, 2007 (each on "interest payment date") to the person appearing on the registration books of the Registrar as of the date fifteen (15) days prior to each interest payment date, as the registered Owner thereof, by check or draft mailed to such registered Owner at his address as it appears on such registration books; provided, however, that for any Owner of $1,000,000 or more in principal amount of Series 2006 Bonds, interest payments will, at the written request and at the expense of such Owner, be made by wire transfer or other medium acceptable to the Issuer and to the Owner. SECTION 9. PRELIMINARY OFFICIAL STATEMENT. The County Administrator is authorized and directed to cause a Preliminary Official Statement to be prepared in substantially the form attached hereto as Exhibit C, with such changes, insertions and omissions as shall be approved by the County Administrator containing a copy of the attached Notice of Bond Sale and to furnish a copy of such Preliminary Official Statement to interested bidders. The County Administrator is authorized to deem final the Prelirninary Official Statement prepared pursuant to this Section for purposes of Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission. Upon the award of the Series 2006 Bonds to the successful bidder, the County shall also make available a reasonable number of copies of the Official Statement to such bidder, who may mail such Official Statements to prospective purchasers at the bidder's expense. SECTION 10. CONTINUING DISCLOSURE. The County hereby covenants and agrees that, in order to provide for compliance by the County with the secondary market disclosure requirements of the Rule, that it will comply with and carry out all of the provisions of that certain Continuing Disclosure Certificate in substantially the form attached hereto as Exhibit D, to be executed by the County and dated the date of issuance and delivery of the Series 2006 Bonds, as it may be amended from time to time in accordance with the terms thereof (the "Continuing Disclosure Certificate"). Notwithstanding any other provision of this Resolution, failure of the County to comply with such Continuing Disclosure Certificate shall not be considered an event of default; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the County to comply with its obligations under this Section. 4 SECTION 11. REGISTRAR AND PAYING AGENT. J.P. Morgan Trust Company, N. A., Jacksonville, Florida, is hereby appointed as Registrar and Paying Agent for the Series 2006 Bonds. SECTION 12. MUNICIPAL BOND INSURANCE. The successful purchaser of the Series 2006 Bonds shall be authorized to purchase a municipal bond insurance policy as additional security for the Series 2006 Bonds. SECTION 13. AWARD OF BID. The County Administrator or his designee is hereby authorized to accept the bids for the Series 2006 Bonds. The County Administrator is hereby authorized to award the sale of the Series 2006 Bonds on his determination of the best bid submitted in accordance with the terms of the Notice of Bond Sale. The County Administrator is hereby authorized to award the sale of the Series 2006 Bonds as set forth above or to reject all bids for the Series 2006 Bonds. Such award shall be final. SECTION 14. INCONSISTENT PROVISIONS. All prior resolutions and motions of the Issuer inconsistent with the provisions of this resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and except as otherwise modified, supplemented and amended hereby shall remain in full force and effect. [Remainder of page left intentionally blank] 5 SECTION 15. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED the 23rd day of May , 2006. (SEAL) ATTEST: County Clerk J.K. ���... c. Appr•ved as to form and legal sufficiency: 6 BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA Chairman Arthur R. Neuberger 1(c) CLERK'S CERTIFICATE AS TO RESOLUTION NO. 2015-047 I, Jeffrey R. Smith, the undersigned Clerk of the Circuit Court and Ex -Officio Clerk of the Board of County Commissioners of Indian River County, Florida (the "County"), DO HEREBY CERTIFY that attached hereto is a copy of "A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, SUPPLEMENTING RESOLUTION NO. 2005-059 OF THE COUNTY, AS PREVIOUSLY AMENDED AND SUPPLEMENTED; PROVIDING FOR THE SALE OF A $20,369,000 LIMITED GENERAL OBLIGATION REFUNDING NOTE OF THE COUNTY; FIXING REDEMPTION PROVISIONS AND A SERIES DESIGNATION FOR SAID NOTE; PROVIDING FOR THE SALE OF SAID NOTE TO REGIONS CAPITAL ADVANTAGE, INC.; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE." adopted at a meeting of the Board of County Commissioners duly called and held on April 7, 2015, at which meeting a quorum was present and acting throughout, which resolution has been compared by me with the original thereof as recorded in the Minute Book of said County and that said resolution is a true, complete and correct copy thereof, and said resolution has been duly adopted and has not been modified, amended, superseded, or repealed, and is in full force and effect on and as of the date hereof in the form attached hereto. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the County as of this 9th day of April, 2015. (SEAL) Cle s t j e CCourt and Ex -Officio Clerk of the : oard of County Commissioners of Indian River County, Florida EXECUTION COPY RESOLUTION NO. 2015-047 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, SUPPLEMENTING RESOLUTION NO. 2005-059 OF THE COUNTY, AS PREVIOUSLY AMENDED AND SUPPLEMENTED; PROVIDING FOR THE SALE OF A $20,369,000 LIMITED GENERAL OBLIGATION REFUNDING NOTE OF THE COUNTY; FIXING REDEMPTION PROVISIONS AND A SERIES DESIGNATION FOR SAID NOTE; PROVIDING FOR THE SALE OF SAID NOTE TO REGIONS CAPITAL ADVANTAGE, INC.; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on May 17, 2005, the Board of County Commissioners of Indian River County, Florida (the "County" or the "Issuer") adopted Resolution No. 2005-059, (the "Original Authorizing Resolution") providing for the issuance of not to exceed $50,000,000 in aggregate principal amount of Indian River County General Obligation Bonds (the "Bonds") payable from the County's ad valorem taxes without limit on all taxable property in the County as provided in the Original Authorizing Resolution; provided, however, that the Bonds shall be structured in such a manner that at the time of issuance of any series thereof, the millage rate required to make the maximum annual payment of the principal of and interest on the Bonds shall not exceed '/2 mil of the then assessed value of all lands situated in the County subject to ad valorem taxation; and WHEREAS, the Original Authorizing Resolution was previously amended by adoption of Resolution No. 2006-067 of the County (the Original Authorizing Resolution, as so amended, the "Existing Authorizing Resolution" and the Existing Resolution, as supplemented and amended hereby and as the same may be further supplemented and amended from time to time in accordance with its terms, the "Authorizing Resolution"); WHEREAS, the County has previously issued its Limited General Obligation Bonds, Series 2006 (the "Series 2006 Bonds"); and WHEREAS, the County desires to refund the portion of the Series 2006 Bonds maturing in the years 2017 through and including 2021 (the "Refunded Bonds") to achieve debt service savings; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, as follows: SECTION 1. AUTHORIZATION OF SERIES 2015 NOTE. The Issuer hereby authorizes the issuance of its "Indian River County, Florida Limited General Obligation Refunding Note", which shall constitute a "Bond" for purposes of the Authorizing Resolution, and the series designation for such Note is hereby determined to be Series 2015 (and hereinafter is referred to as the "Series 2015 Note"). SECTION 2. APPLICATION OF PROVISIONS OF THE AUTHORIZING RESOLUTION. The Series 2015 Note, authorized in this resolution (this "Resolution"), shall for all purposes (except as herein expressly provided) be considered to be issued under the authority of the Authorizing Resolution, and shall be entitled to all the protection and security provided therein for Bonds issued thereunder, and the Existing Resolution shall remain in effect with respect to the Series 2015 Note after the payment in full of the Refunded Bonds. Capitalized terms used herein without definition shall have the respective meanings ascribed to such terms in the Existing Resolution. SECTION 3. NEGOTIATED SALE. It is hereby found and determined that the Series 2015 Note to be issued by the County is in a relatively small aggregate principal amount and is for the purpose of refunding the Refunded Bonds, and thus constitutes debt not readily marketable at public sale. A public sale of the Series 2015 Note is theretofore found to be impractical in the prevailing bond market, and protection of the public interest necessitates the approval of a negotiated sale of the Series 2015 Note directly to the initial registered owner of the Series 2015 Note (such initial registered owner and any other registered owner of all or any portion of the Series 2015 Note from time to time, individually and collectively, the "Holder"). No underwriter or consultant has dealt with the County and no official statement or prospectus of the County was utilized concerning the issuance and sale of the Series 2015 Note. SECTION 4. AUTHORIZATION AND DESCRIPTION OF SERIES 2015 NOTE. (A) The Series 2015 Note shall be dated the day of its delivery, shall be issued as a fully registered Note; shall bear interest from its date of delivery, payable semi-annually, on January 1 and July 1 of each year, commencing on July, 1, 2015, at the rate of 1.66% per annum, subject to adjustment as set forth in paragraph (c) below, and shall be repayable as to principal as follows: Year Principal (July 1) Amount 2015 $320,000 2016 343,000 2017 4,053,000 2018 4,158,000 2019 4,227,000 2020 4,298,000 2021 2,970,000 For purposes of the payment of principal on the Series 2015 Note, the Series 2015 Note will be deemed a "Term Bond" under the Existing Resolution with amortization installments equal to the above -referenced amounts. The Series 2015 Note shall be issued in the single denomination of $20,369,000. Interest on the Series 2015 Note shall be calculated on the basis 2 of twelve 30 -day months over a year of 360 days. The form of the Series 2015 Note shall be as set forth in Exhibit A attached hereto. (B) If a "Determination of Taxability" (as defined below) shall occur, then the interest on the Series 2015 Note shall be adjusted to a rate determined by the Holder in its sole discretion necessary to maintain the same after-tax yield (the "Taxable Rate"). Upon the occurrence of a Determination of Taxability, the Issuer agrees to pay to the Holder upon demand (i) an additional amount equal to the difference between (a) the amount of interest paid on the Series 2015 Note during the period in which all or a portion of the interest on the Series 2015 Note was not excludable from the gross income of the holders thereof for federal income tax purposes (the "Taxable Period") and (b) the amount of interest that would have been payable on the Series 2015 Note during the Taxable Period had the interest rate on the Series 2015 Note been the Taxable Rate, plus (ii) an additional amount equal to any interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Internal Revenue Code of 1986, as amended) owed by the Holder as a result of the occurrence of a Determination of Taxability. For purposes hereof, "Determination of Taxability" means that all or any portion of the interest accrued or paid on all or any portion of the Series 2015 Note is not excludable from the gross income of the Holder (or any former Holder) for federal income tax purposes as determined by such Holder. In addition, a Determination of Taxability will be deemed to have occurred upon (i) the receipt by the County or the Holder of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency; (ii) the issuance of any public or private ruling of the Internal Revenue Service; or (iii) receipt by the County or Holder of an opinion of counsel experienced in tax matters relating to municipal bonds, in each case to the effect that the interest on the Series 2015 Note is not excluded from the gross income of the Holder thereof for federal income tax purposes. The above adjustments shall be cumulative, but in no event shall the interest on the Series 2015 Note exceed the maximum permitted by law. The above adjustments to the interest rate on the Series 2015 Note shall be effective for all periods during which tax treatment of the interest on the Series 2015 Note by the Holder thereof is affected. The Holder shall promptly notify the County in writing of any adjustment to the interest rate as required above. The Holder shall certify to the County in writing the additional amount, if any, due to the Holder as a result of an adjustment in the interest rate pursuant hereto. (C) The Series 2015 Note shall be subject to optional redemption prior to maturity, in whole or in part on any January 1 or July 1, and if in part in inverse order of principal installment, upon ten (10) calendar days' prior written notice by the Issuer to the Holder, at a price equal to 100% of the principal amount thereof to be redeemed, plus accrued interest to the redemption date. (D) Payment of interest on and principal of the Series 2015 Note shall be made to the registered owner thereof and shall be paid by check or draft of the Paying Agent to the Holder in whose name the Series 2015 Note is registered at the close of business on the 15th day of the 3 month (whether or not a business day) next preceding the interest payment date. All payments shall be made in accordance with and pursuant to the terms of the Authorizing Resolution and the Series 2015 Note and shall be payable in any coin and currency of the United States of America which, at the time of payment, is legal tender for the payment of public or private debts. After retirement of the Series 2015 Note, the Holder shall return the original thereof to the County for cancellation. (E) Upon and during the continuance of an Event of Default, the Series 2015 Note shall bear interest at a rate per annum equal to the Default Rate until all amounts then due under the Series 2015 Note are paid in full. The "Default Rate" shall be the lesser of (a) the rate per annum equal to the sum of (i) 6% and (ii) the interest rate otherwise applicable to the Series 2015 Note but for the occurrence of an Event of Default and (b) any statutory maximum interest rate imposed by the State of Florida and applicable to the Series 2015 Note. An "Event of Default" means the occurrence of any one or more of the following: (1) failure of the County to pay when due the principal of or interest on the Series 2015 Note or any other amount payable to the Holder pursuant to the Authorizing Resolution and/or the Series 2015 Note when due, whether by scheduled maturity, required prepayment, redemption or otherwise, (2) any representation or warranty made or deemed made by or on behalf of the County in connection with the Authorizing Resolution or in the Series 2015 Note shall prove to be incorrect in any material respect when made, (3) the County shall fail to observe or perform any other term, covenant or agreement contained in the Authorizing Resolution or in the Series 2015 Note, (4) the County shall (I) commence a voluntary case or other proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial part of its property, (II) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (5) below, (III) apply for or consent to the appointment of a custodian, trustee, receiver, liquidator or other similar official for the County or for a substantial part of its assets, (IV) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (V) make a general assignment for the benefit of creditors, or (VI) take any action for the purpose of effecting any of the foregoing, (5) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (I) liquidation, reorganization or other relief in respect of the County or its debts, or any substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (II) the appointment of a custodian, trustee, receiver, liquidator or other similar official for the County or for a substantial part of its assets, and in any such case, such proceeding or petition shall remain undismissed for a period of sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered, (6) the County shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay, its debts as they become due, (7) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any indebtedness of the County by the State or any governmental authority with appropriate jurisdiction, (8) any material provision of the Authorizing Resolution or the Series 2015 Note shall at any time for any reason cease to be valid and legally enforceable against the County as a result of any legislative or administrative action by a governmental authority with competent jurisdiction, or the County shall publicly contest the validity, legality or enforceability of any such material provision, (9) 4 the occurrence of a "default" or "event of default" (however defined) under (I) the Series 2015 Note or the Authorizing Resolution or (II) any general obligation indebtedness of the County after giving effect to any applicable grace or cure periods provided in the instrument or agreement under which such indebtedness was created or incurred. SECTION 5. USE OF PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of the Series 2015 Note shall be applied simultaneously with the delivery of the Series 2015 Note to the purchaser thereof, as follows: (A) The County shall pay all costs and expenses in connection with the preparation, sale, issuance and delivery of the Series 2015 Note. (B) The remainder of the proceeds of the sale of the Series 2015 Note shall be deposited pursuant to the Escrow Deposit Agreement (hereinafter defined) and applied to the defeasance and redemption of the Refunded Bonds. SECTION 6. AUTHORIZATION OF REFUNDING OF REFUNDED BONDS. The refunding of the Refunded Bonds is hereby authorized by the County. SECTION 7. LEVY OF AD VALOREM TAXES. The levy of ad valorem taxes not to exceed one-half mill on the assessed value of lands situated in the County and subject to ad valorem taxation to pay debt service or Bonds issued when the Authorizing Resolution provided by Sections 4 and 16 thereof shall be deemed to include debt service on the Series 2015 Note as a "Bond" issued thereunder. SECTION 8. SALE OF THE SERIES 2015 NOTE. The Series 2015 Note shall be sold to Regions Capital Advantage, Inc. (the "Purchaser") at a price of par, and the Chairman and Clerk of the Board are authorized and directed to execute any purchase contract or commitment letter and deliver the same to the Purchaser. The County acknowledges and agrees that the Purchaser is purchasing the Series 2015 Note in evidence of a privately negotiated loan and in that connection the Series 2015 Note shall not be (i) assigned a separate rating by any municipal securities rating agency, (ii) registered with The Depositary Trust Company or any other securities depository, (iii) issued pursuant to any type of offering document or official statement or (iv) assigned a CUSP number by Standard & Poor's CUSP Service. SECTION 9. ROLE OF PURCHASER. The Purchaser and its representatives are not registered municipal advisors and do not provide advice to municipal entities or obligated persons with respect to municipal financial products or the issuance of municipal securities (including regarding the structure, timing, terms and similar matters concerning municipal financial products or municipal securities issuances) or engage in the solicitation of municipal entities or obligated persons for the provision by non-affiliated persons of municipal advisory services and/or investment advisory services. With respect to this Resolution, the Existing Resolution and any other information, materials or communications provided by the Purchaser: (A) the Purchaser and its representatives are not recommending an action to any municipal entity or obligated person; (B) the Purchaser and its representatives are not acting as an advisor to any municipal entity or obligated person and do not owe a fiduciary duty pursuant to Section 15B of 5 the Securities Exchange Act of 1934 to any municipal entity or obligated person with respect to this Resolution, the Existing Resolution, information, materials or communications; (C) the Purchaser and its representatives are acting for their own interests; and (D) the County has been informed that the County should discuss this Resolution, the Existing Resolution and any such other information, materials or communications with any and all internal and external advisors and experts that the County deems appropriate before acting on this Resolution, the Existing Resolution or any such other information, materials or communications. SECTION 10. APPOINTMENT OF REGISTRAR AND PAYING AGENT. The Registrar and Paying Agent for the Series 2015 Note shall be the Clerk. SECTION 11. APPROVAL OF ESCROW AGREEMENT. The County hereby authorizes and approves an Escrow Deposit Agreement, substantially in the form attached hereto as Exhibit B, with such changes and modifications thereto as shall be approved by the Chairman and Clerk, approval to be presumed by his or her execution thereof (the "Escrow Deposit Agreement"). SECTION 12. ADDITIONAL COVENANTS. (A) The County agrees to reimburse the Holder (or its agent, receiver, trustee or other representative) upon demand therefor for all reasonable legal and collection costs in connection with the exercise of the Holder's remedies or the collection of payments on the Series 2015 Note upon the occurrence of an Event of Default under the Authorizing Resolution. (B) The County agrees to notify the Holder immediately if an Event of Default under the Authorizing Resolution should occur. (C) The County agrees that, to the extent permitted by law, it will not assert any immunity it may have as a public entity under state law with respect to the Series 2015 Note or any of the Issuer's other obligations under the Authorizing Resolution. (D) The County agrees to provide to the Holder, at no cost to the Holder, (i) within 240 days after the end of each Fiscal Year of the County, a copy of its audited financial statements for such Fiscal Year; and (ii) within 30 days after adoption thereof, each of the County's annual operating and capital budgets. (E) The County agrees to comply with all county, state and federal regulations in regard to all timeframes for reporting of all budgetary, compliance and financial issues. (F) The County agrees that the County will not file or submit, or permit the filing or submission, of all or any portion of this Resolution with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system (or any successor continuing disclosure vehicle) unless this Resolution or portion thereof, as applicable, to be so filed or submitted (i) has been submitted to the Holder in advance of such filing or submission and (ii) shall have been redacted to the extent required by the Holder. SECTION 13. TRANSFER OF THE SERIES 2015 NOTE. The Series 2015 Note, and the rights of the Holder thereunder and under the Authorizing Resolution, may be transferred 6 or assigned, in whole or in part by the Holder in its sole discretion. The transfer of the Series 2015 Note shall be restricted to Permitted Lenders. A "Permitted Lender" shall mean any bank, trust company, savings institution, finance or leasing company, accredited investor (as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "33 Act")), qualified institutional buyer (as defined in Rule 144A promulgated under the 33 Act) insurance company that is engaged as a regular part of its business in making loans and is authorized to do business in the State or any other person or entity to the extent permitted by applicable law. SECTION 14. GENERAL AUTHORITY. The members of the Board of County Commissioners of the County and the officers, attorneys and other agents or employees of the County and the Clerk are hereby authorized to do all acts and things required of them by this Resolution or the Existing Resolution, or desirable or consistent with the requirements hereof or the Existing Resolution, 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 Chairman and/or the Clerk are hereby authorized to execute such security purchase forms, tax forms or agreements as shall be necessary to effect the transactions contemplated hereby, including designating the Financial Advisor and Bond Counsel to assist or act as agent in such security purchase. SECTION 15. EXISTING RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Existing Resolution and all the terms and provisions thereof, including the covenants contained therein, are and shall remain in full force and effect and applicable to the Series 2015 Note. This Resolution shall not be amended, supplemented or otherwise modified, superseded or rescinded without the prior written consent of the Holder in each instance. SECTION 16. WAIVER OF JURY TRIAL. To the extent permitted by applicable law, each of the County and the Holder irrevocably and voluntarily waives any right it may have to a trial by jury with respect to any controversy or claim between the County and the Lender, whether arising in contract or tort or by statute, including but not limited to nay controversy or claim that arises out of or relates to this Resolution or the Series 2015 Note. This provision is a material inducement for the Holder's determination to make the loan evidenced by its purchase of the Series 2015 Note. SECTION 17. NOTICES. All notices, certificates or other communications will be sufficiently given and will be deemed given when delivered or mailed by certified or registered mail, postage prepaid, as follows: if to the County, to the County of Indian River, Florida, 1801 27th Street, Vero Beach, Florida 32960, Attention: Finance Director; if to the Holder, to Regions Capital Advantage, Inc., 1900 5th Avenue North, Suite 2400; Birmingham, Alabama 35203, Attention: Bo Buckner. The County and the Holder, may, by written notice, designate any further or different addresses to which subsequent notices, certificates or other communications will be sent. 7 SECTION 18. 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 Series 2015 Note issued hereunder. SECTION 19. INCONSISTENT PROVISIONS. All prior resolutions and motions of the Issuer inconsistent with the provisions of this resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and except as otherwise modified, supplemented and amended hereby shall remain in full force and effect. SECTION 20. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. The foregoing resolution was offered by Commissioner Solari,and'seconded by Commissioner Davis and, upon being put to a vote, the vote was as follows: Wesley S. Davis, Chairman Aye Bob Solari, Vice Chairman Aye Joseph E. Flescher, Commissioner Aye Peter D. O'Bryan, Commissioner Aye Tim Zorc, Commissioner Aye The Chairman thereupon declared the resolution duly passed and adopted this 7th day of April, 2015. Board of County Commissioners Indian River County, Florida By: 8 ".___ Wesley S. David, Chairman PASSES AND ADOPTED the 7th day of April, 2015. (SEAL) ATTEST: ceJ Approved as to form and legal sufficiency: L -Count Attorney Y 9 INDIAN RIVER COUNTY, FLORIDA �1- Chairman, Bo rd of County Commissioners EXHIBIT A FORM OF SERIES 2015 NOTE No. R- $20,369,000 UNITED STATES OF AMERICA INIDIAN RIVER COUNTY, FLORIDA LIMITED GENERAL OBLIGATION REFUNDING NOTE, SERIES 2015 Interest Rate 1.66%* Maturity Date July 1, 2021 Registered Holder: Regions Capital Advantage, Inc. Date of Original Issue April 9, 2015 Principal Amount: TWENTY MILLION THREE HUNDRED SIXTY-NINE THOUSAND DOLLARS Indian River County, Florida (the "County"), for value received, hereby promises to pay to the Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and to pay interest on such Principal Amount identified above or from the most recent interest payment date to which interest has been paid at the Interest Rate per annum identified above on January 1 and July 1 of each year commencing July 1, 2015 until such Principal Amount shall have been paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Payment of the Principal Amount of this Note shall be due as follows: Year Principal (July 1) Amount 2015 $320,000 2016 343,000 2017 4,053,000 2018 4,158,000 2019 4,227,000 2020 4,298,000 2021 2,970,000 Interest on this Note shall be calculated on basis of twelve 30 -day months over a year of 360 days. The Interest Rate on this Note is subject to adjustment upon certain events as set forth in the Resolution described below. Upon and during the continuance of an Event of Default, this Note shall bear interest at a default rate equal to the lesser of (a) the rate per annum equal to the sum of (i) 6% and (ii) the interest rate otherwise applicable to this Note but for the occurrence of an Event of Default and (b) any statutory maximum interest rate imposed by the State of Florida and applicable to this Note, until all amounts then due hereunder are paid in full. *Subject to adjustment as described herein. A-1 Such Principal Amount and interest and the premium, if any, on this Note are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Interest payable on this Note on any interest payment date and principal paid on any principal payment date will be paid by check or draft of the Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners of Indian River County, Florida, as registrar and paying agent, to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day of the calendar month (whether or not a business day) next preceding the month in which such interest payment is due. In lieu of payment by check or draft, and at the request and expense of such Holder, payment may be made by bank wire transfer for the account of such Holder. This Note is issued to refund a portion of the County's Limited General Obligation Bonds, Series 2006, which were issued to finance the cost of the acquisition of lands to protect water resources and drinking water, environmentally significant land, historic sites, agricultural lands and lands for open spaces and/or wildlife habitat (the "Projects"), and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Florida Statutes, Article VII, Section 12 of the Florida Constitution, and a Resolution of the County, duly adopted by the Board of County Commissioners on May 17, 2005, as amended and supplemented, and particularly as supplemented by a Resolution adopted April 9, 2015 (collectively the "Resolution") and is subject to all the terms and conditions of such Resolution. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Note exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of this issue does not violate any constitutional, statutory, or charter limitation or provision, and that provision has been made for the collection of a direct annual tax, in an amount not to exceed 1/2 mill of the then -assessed value of all property in the County taxable for such purpose for the payment of which the full faith, credit and taxing power of the County are irrevocably pledged. The Bonds shall be subject to redemption prior to their maturity at the option of the County, as set forth in the Resolution. Notice of such redemption shall be given in the manner required by the Resolution. Reference to the Resolution is hereby made for a description of the funds charged with and pledged to the payment of the principal of interest on the Note, the nature and extent of the security for the payment of the Note, a statement of the rights, duties and obligations of the County, the rights of the holders of the Note, to all the provisions of which Resolution the holder hereof by the acceptance of this Note assents. Capitalized terms used but undefined herein shall have the respective meanings ascribed to such terms in the Resolution. The transfer of the Note is registrable by the Noteholder hereof in person or by his attorney or legal representative at the office of the Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners of the County but only in the manner and subject to the conditions provided in the Resolution and upon surrender and cancellation of this Note. A-2 This Note shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Resolution until it shall have been authenticated by the execution by the Registrar of the certificate of authentication endorsed hereon. A-3 IN WITNESS WHEREOF, the County, acting by and through the Commission, has issued this Note and has caused the same to be signed by its Chairman and attested to by the Clerk of the Circuit Court for the County (the signatures of the Chairman and the Clerk being authorized to be facsimile of such officers' signatures) and its seal or a facsimile of thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the 9th day of April, 2015. (SEAL) ATTEST: Clerk INDIAN RIVER COUNTY, FLORIDA Chairman, Board of County Commissioners CERTIFICATION OF AUTHENTICATION This Note is one of the Bonds issued under the provisions of the within -mentioned Resolution. Date of Authentication: A-4 Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners of Indian River County, Florida, Registrar, as Authenticating Agent By: Authorized Signatory ASSIGNMENT AND TRANSFER FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or other identifying number of assignee) the attached Note of Indian River County, Florida, and does hereby constitute and appoint , attorney, to transfer the said Note on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed by: [member firm of the New York Stock Exchange of a commercial bank or a trust company.] By: Title: NOTICE: No transfer will be registered and no new Note will be issued in the name of the Transferee, unless the signature to this assignment corresponds the name as it appears upon the face of the within Note in particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. A-5 CERTIFICATE OF COUNTY CANVASSING BOARD -Oki ,$ O1/No�T,o� oor F STATE OF FLORIDA /CF 41,6 Indian River County We, the undersigned, Joe Wild, County Judge, Kay Clem, Supervisor of Elections, and Fran Adams, Member of the Board of County Commissioners, constituting the Board of County Canvassers in and for said County, do hereby certify that we met on the 12`x' day of November, A.D., 2004, and proceeded publicly to canvass the votes given for the Bond Referendum herein specified at the General Election held on the 2nd day of November, A.D., 2004 as shown by the returns on file in the office of the Supervisor of Elections. We do hereby certify from said returns as follows: INDIAN RIVER COUNTY BOND REFERENDUM ELECTION Water resources protection, environmentally significant lands, open space and wildlife habitat preservation To acquire and preserve land to protect water resources, drinking water sources, environmentally significant lands, historic sites, agricultural lands, open spaces, and/or wildlife habitat, shall Indian River County be authorized to issue general obligation bonds with maturities not exceeding 15 years at interest rates not exceeding the legal maximum in an amount not exceeding $50 million payable from ad valorem taxes not exceeding 1/2 mil, with project spending subject to annual independent audit? FOR BONDS 31, 9'i (p votes AGAINST BONDS 181272. votes Joe Wild, County Judge Kay C1m, Supervisor of Elections Fran Adams, Board of County Commissioners 2 CERTIFICATE AS TO SPECIMEN NOTE I, Jeffrey R. Smith, the undersigned Clerk of the Circuit Court and Ex -Officio Clerk of the Board of County Commissioners of Indian River County, Florida (the "County"), DO HEREBY CERTIFY that attached hereto as Exhibit A is a specimen of the $20,369,000 Indian River County, Florida Limited General Obligation Refunding Note, Series 2015 dated April 9, 2015, in fully registered form, which specimen is identical in all respects with said Indian River County, Florida Limited General Obligation Refunding Note, Series 2015 this day delivered for the account of the initial purchaser thereof. IN WITNESS WHEREOF, I have hereunto set my hand as of this 9th day of April 2015. CPA - Clerk • C,4 4 theCounty Court and Ex(Officio Clerk off :ward ' of Commissioners of Indian River County, Florida No. R-1 $20,369,000 UNITED STATES OF AMERICA INDIAN RIVER COUNTY, FLORIDA LIMITED GENERAL OBLIGATION REFUNDING NOTE SERIES 2015 Interest Rate 1.66%* Maturity Date July 1, 2021 Registered Holder: Regions Capital Advantage, Inc. Principal Amount: TWENTY MILLION THRF DOLLARS Indian River County, Florida (the "Coati y,') to the Registered Holder identified above, e Qr reg Maturity Date identified above, the Prim¢, Am such Principal Amount identified abovtbr interest has been paid at the Interests, each year commencing July 1, 2015nil su the provisions hereinafter set fo become applicable hereto. with r Date of Original Issue April 9, 2015 D SIXTY-NINE THOUSAND lue received, hereby promises to pay assigns as hereinafter provided, on the identified above and to pay interest on the most recent interest payment date to which identified above on January 1 and July 1 of ncipal Amount shall have been paid, except as ct to redemption prior to maturity may be or Payment of the Princili 015 016 2017 2018 2019 2020 2021 of this Note shall be due as follows: Principal Amount $ 320,000 343,000 4,053,000 4,158,000 4,227,000 4,298,000 2,970,000 Interest on this Note shall be calculated on a the basis of twelve 30 -day months over a year of 360 days. The Interest Rate on this Note is subject to adjustment upon certain events as set forth in the Resolution described below. Upon and during the continuance of an Event of Default, this Note shall bear interest at a default rate equal to the lesser of (a) the rate per annum equal to the sum of (i) 6% and (ii) the interest rate otherwise applicable to this Note but for the occurrence of an Event of Default and (b) any statutory maximum interest rate imposed by the State of Florida and applicable to this Note, until amounts due hereunder are paid in full. *Subject to adjustment as described herein. 1 Such Principal Amount and interest and the premium, if any, on this Note are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Interest payable on this Note on any interest payment date and principal paid on any principal payment date will be paid by check or draft of the Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners of Indian River County, Florida, as registrar and paying agent, to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day of the calendar month (whether or not a business day) next preceding the month in which such interest payment is due. In lieu of payment by check or draft, and at the request and expense of such Holder, payment may be made by bank wire transfer for the account of such Holder. This Note is issued to refund a portion of the ( * ' cited General Obligation Bonds, Series 2006, which were issued to finance the coUf K'x. • cquisition of lands to protect water resources and drinking water, environmentallyan'a••;, d, historic sites, agricultural lands and lands for open spaces and/or wildlife hab'r1,'ects"), and in full compliance with the Constitution and Statutes of the State of ons . i �'` ding particularly Chapter 125, Florida Statutes, Article VII, Section 12 of the + o R .titution, and a Resolution of the County, duly adopted by the Board of County Comm + on May 17, 2005, as amended and supplemented, and particularly as supple $t,g, }\a Resolution adopted April 9, 2015 (collectively the "Resolution") and is subjec o a * e teiiils and conditions of such Resolution. It is hereby certified and recite, a • c ° conditions and things required to exist, to happen and to be performed precede fo and i t': - issuance of this Note exist, have happened and have been performed in regul d du orm and time as required by the laws and Constitution of the State of Florid. b - ; -reto, and that the issuance of this issue does not violate any constitutional, statu t c er limitation or provision, and that provision has been made for the collection it,:... • • ual tax, in an amount not to exceed '/ mill of the then -assessed value of all p + • e t ` :' County taxable for such purpose for the payment of which the full faith, credit i' • g p e: er of the County are irrevocably pledged. This Note shall as set forth in the Res by the Resolution. edemption prior to its maturity at the option of the County, ce of such redemption shall be given in the manner required Reference to the Resolution is hereby made for a description of the funds charged with and pledged to the payment of the principal of interest on this Note, the nature and extent of the security for the payment of this Note, a statement of the rights, duties and obligations of the County, the rights of the holders of this Note, to all the provisions of which Resolution the holder hereof by the acceptance of this Note assents. Capitalized terms used but undefined herein shall have the respective meanings ascribed to such terms in the Resolution The transfer of this Note is registrable by the Noteholder hereof in person or by his attorney or legal representative at the office of the Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners of the County but only in the manner and subject to the conditions provided in the Resolution and upon surrender and cancellation of this Note. 2 This Note shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Resolution until it shall have been authenticated by the execution by the Registrar of the certificate of authentication endorsed hereon. 3 IN WITNESS WHEREOF, the County, acting by and through the Commission, has issued this Note and has caused the same to be signed by its Chairman and attested to by the Clerk of the Circuit Court for the County (the signatures of the Chairman and the Clerk being authorized to be facsimile of such officers' signatures) and its seal or a facsimile of thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the 9th day of April, 2015. (SEAL) ATTEST: Clerk INDIAN RJR COUNTY, FLORIDA y d of County Commissioners CERTIF OAUTHENTICATION This Note is one of o ued under the provisions of the within -mentioned Resolution. Date of Authentication: 4 Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners of Indian River County, Florida, Registrar, as Authenticating Agent By: Authorized Signatory ASSIGNMENT AND TRANSFER FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or other identifying number of assignee) the attached Note of Indian River County, Florida, and does hereby constitute and appoint , attorney, to transfer the said Note on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed by: [member firm of the New York Stock Exchange of a commercank or a trust company.] By: Title: NOTICE: No transfer will be registere Transferee, unless the signature to thi face of the within Note in particul and the Social Security or Federal w :( v, Note will be issued in the name of the rresponds the name as it appears upon the tion or enlargement or any change whatever ification Number of the Transferee is supplied. ployer �d 5 3 INCUMBENCY CERTIFICATE I, Jeffrey R. Smith, Clerk of the Circuit Court and Ex -Officio Clerk of the Board of County Commissioners of Indian River County, Florida (the "County"), DO HEREBY CERTIFY as follows: 1. The following are now, and have continuously been since the dates of beginning of their respective current terms shown below, the duly elected, qualified and acting members of the Board of County Commissioners of Indian River County, Florida (the "Board"), and the dates of the beginning and ending of their respective current terms are hereunder correctly designated opposite their names: Beginning Date Ending Date Member of Current Term of Current Term Wesley S. Davis November 2012 November 2016 Bob Solari November 2012 November 2016 Joseph E. Flescher November 2014 November 2018 Tim Zorc November 2012 November 2016 Peter D. O'Bryan November 2014 November 2018 2. The following are now, and have continuously been since the dates of beginning of their respective current terms of office shown below, the duly elected or chosen (as the case may be), qualified and acting officers of the County and the dates of the beginning and ending of their respective current terms of office are hereunder correctly designated opposite their names: Beginning Date Ending Date Office Name of Current Term of Current Term Chairman Wesley S. Davis November 2014 November 2015 Clerk Jeffrey R. Smith January 2012 January 2016 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the County as of this 9th day of April, 2015. (SEAL) CPAe— / i iiwv f Cler • ► e ' it i ourt and Ex -Officio Cle . • the Board of County Commissioners of Indian River County, Florida I, Dylan Reingold, County Attorney for Indian River County, Florida, do hereby certify that Jeffrey R. Smith is the duly elected and qualified Clerk of the Circuit Court and Ex-Officio Clerk of the Board. County Attorney 4 SIGNATURE CERTIFICATE We, the undersigned, DO HEREBY CERTIFY as follows: 1. That we did heretofore cause to be officially executed the obligation described in Schedule A attached hereto (the "Note") of Indian River County, Florida (the "County"). 2. That Wesley S. Davis, Chairman of the Board of County Commissioners of Indian River County, Florida (the "Board"), has caused the Note to be executed by his manual signature, and that said Chairman was on the date he executed the Note and is now the duly chosen, qualified and acting Chairman of the Board. 3. That we have caused the official seal of the County to be imprinted on the Note, said seal imprinted hereon being the official seal of the County, and that Jeffrey R. Smith, Clerk of the Circuit Court and Ex -Officio Clerk of the Board of County Commissioners, has caused such seal to be attested by his manual signature, and that said Jeffrey R. Smith was on the date he executed the Note and is now the duly elected, qualified and acting Clerk of the Circuit Court and Ex -Officio Clerk of the Board of County Commissioners. 4. That the seal which has been impressed on the Note and upon this certificate is the legally adopted, proper and only seal of the County. IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal of the County as of this 9th day of April, 2014. Term of Office Title of Office Expires Chairman November 2015 Clerk January 2016 I, Dylan Reingold, County Attorney for Indian River County, Florida, do hereby certify that Jeffrey R. Smith is the duly elected and qualified Clerk of the Circuit Court and Ex -Officio Clerk of the Board. County Attorney 5 CERTIFICATE AS TO ARBITRAGE AND CERTAIN OTHER TAX MATTERS I, Jeffrey R. Smith, Clerk of the Circuit Court and ex -officio Clerk of the Board of County Commissioners of Indian River County, Florida (the "Issuer"), with respect to the $20,369,000 Limited General Obligation Note, Series 2015 (the "Note"), dated April 9, 2015 and being issued this day, DO HEREBY CERTIFY that: 1. AUTHORIZATION AND DEFINITIONS. The Note is being issued pursuant to the authority contained in Chapter 125, Part I, Florida Statutes, and other applicable provisions of law, and Resolution No. 2005-059 of the Issuer, adopted May 17, 2005, as amended and supplemented, and particularly as supplemented by Resolution No. 2015-047 of the Issuer, adopted April 7, 2015 (collectively, the "Resolution"). The Note constitutes a "Bond" for purposes of the Resolution. The terms defined in the Resolution shall retain the meanings set forth therein when used in this Certificate unless the context clearly indicates another meaning is intended. Other terms used in this Certificate shall have the meanings set forth for same in other provisions hereof or in the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations promulgated thereunder and under the Internal Revenue Code of 1954, as amended (collectively, the "Code") or in the Arbitrage Rebate Statement attached hereto as Exhibit A, in each case unless the context clearly indicates another meaning is intended. 2. PURPOSE; ALLOCATION. The Note is being issued to provide funds sufficient, together with other available moneys of the Issuer, to (i) refund the Issuer's Limited General Obligation Bonds, Series 2006, maturing in the years 2017 through 2021 (the "Refunded Bonds") and (ii) pay certain costs and expenses related to issuance of the Note. 3. FACTS, ESTIMATES AND CIRCUMSTANCES. On the basis of the facts, estimates and circumstances in existence on the date hereof, I reasonably expect the following with respect to the Note and with respect to the proceeds of the Note: (a) NET PROCEEDS (i) Total. The amount of proceeds received by the Issuer from the sale of the Note (the "Net Proceeds"), is the principal amount of $20,369,000. (ii) Costs of Issuance. On the date hereof, an amount of Net Proceeds equal to $53,881.25 will be held by the Issuer and will be used within six months of the date hereof to provide for payment of a portion of the expenses related to issuance of the Note. (iii) Deposit to Escrow Fund. An amount of Net Proceeds equal to $20,315,118.75 will be deposited on the date hereof into the Escrow Fund established pursuant to the Escrow Deposit Agreement, dated as of April 1, 2015 (the "Escrow Agreement"), between the Issuer and the Bank of New York Mellon Trust Company, N.A., as escrow agent and used, together with $100,000 in other funds provided by the Issuer, to refund the Refunded Bonds. (b) NO OVERISSUANCE. The Net Proceeds of the Note ($20,369,000), less payment of the costs of issuance, will be $20,315,118.75 (the "Original Proceeds"). Taking into account other available funds, the Original Proceeds do not exceed the amount necessary to refund the Refunded Bonds. (c) ESCROW FUND. $20,315,118.75 of the Net Proceeds will be deposited into the Escrow Fund held pursuant to the Escrow Deposit Agreement, and used, together with $100,000 in other funds provided by the Issuer in cash or as permitted by the Escrow Agreement, used to purchase obligations of the United States of America the principal and interest on which will be sufficient to pay all interest and principal due on the Refunded Bonds through and including their redemption on July 1, 2016. (d) FUNDS AND ACCOUNTS. (i) Debt Service Fund. All ad valorem taxes levied pursuant to the Resolution, as collected, shall be paid over for deposit in the Debt Service Fund established thereunder and held in trust for the payment of the principal of an interest on the Bonds (including the Note) as they severally become due and shall be expended for no other purpose. The moneys at any time on deposit in the Debt Service Fund shall be disposed of only in the following manner: (A) moneys shall first be used, to the full extent necessary, for deposit into the Interest Account in the Debt Service Fund to pay interest becoming due on the Bonds on the next semiannual interest payment date; provided, however, that deposits for interest shall not be required to be made into the Interest Account to the extent that money on deposit therein is sufficient for such purpose. (B) moneys shall next be used, to the full extent necessary, for deposit into the Principal Account in the Debt Service Fund to pay principal becoming due or scheduled redemption payments on the Bonds on the next principal payment date or date established for redemption; provided, however, that deposits for principal shall not be required to be made into the Principal Account to the extent that money on deposit therein is sufficient for such purpose. 2 (ii) Investment Earnings. Moneys on deposit in the Interest and Principal Account of the Debt Service Fund and in the Escrow Fund may be invested and reinvested, to the extent lawful, in Authorized Investments maturing not later than the date on which the moneys therein will be needed. Any and all income received by the Issuer from the investment of moneys in the above -referenced funds shall be retained in such respective fund. (iii) No Other Funds. Other than the funds described in this Certificate, no fund or account has been established pursuant to any instrument which secures or otherwise relates to the Note. 4. YIELD. (a) GENERAL. For purposes of this Certificate, bond yield is, and shall be, calculated in the manner provided in Treasury Regulations Section 1.148-4, and the provisions therein will be complied with in all respects. The term "bond yield" means, with respect to the Note, the discount rate that when used in computing the present value of all the unconditionally payable payments of principal and interest and all the payments for a qualified guarantee paid and to be paid with respect to the Note produces an amount equal to the present value of the issue price of the Note. In computing the purchase price of the Note, which is equal to the issue price, the Issuer did not take into consideration the costs of issuance. The purchase price of the Note, therefore, is the principal amount of $20,369,000. For purposes hereof, yield is, and shall be, calculated on a 360 -day year basis with interest compounded semiannually. The yield on the Note calculated in the above-described manner is 1.660220 percent (the "Note Yield"). Such calculation has been computed by the Issuer's Financial Advisor, First Southwest Company. It should be noted, however, that such yield may, under certain circumstances set forth in the Treasury Regulations, be subject to recalculation. See Exhibit A hereto. The purchase price of all obligations other than tax-exempt investments ("Taxable Obligations") to which restrictions as to yield under this Certificate applies shall be calculated using (i) the price, taking into account discount, premium, and accrued interest, as applicable, actually paid or (ii) the fair market value if less than the price actually paid and if such Taxable Obligations were not purchased directly from the United States Treasury. The Issuer will acquire all such Taxable Obligations directly from the United States Treasury or in arms length transactions without regard to any amounts paid to reduce the yield on such Taxable Obligations. The Issuer will not pay or permit the payment of any amounts to reduce the yield on any Taxable Obligations. (b) DEBT SERVICE ACCOUNTS -- DEBT SERVICE. Amounts held in the Interest and Principal Accounts of the Debt Service Fund (the "Debt Service Accounts") which are set aside for the payment of the principal of and interest on the Note will be invested without regard to yield restriction for a period not to exceed 13 months from the date of deposit of such amounts in such Accounts. Any amounts not expended within the period set forth above shall be invested at a yield not in excess of the Note Yield. 3 (c) ESCROW FUND. Amounts deposited in the Escrow Fund from Original Proceeds will be invested not in excess of the yield on the Refunded Bonds. (d) INVESTMENT EARNINGS. All investment earnings on amounts in the Debt Service Accounts may be invested without regard to yield restriction for a period not to exceed one year from the date of receipt of the amount earned. All investment earnings on amounts in the Debt Service Accounts not expended within one year from the date of receipt shall be invested at a yield not in excess of the Note Yield. 5. FURTHER CERTIFICATIONS. The Issuer will take no action which would cause the Note to become a Private Activity Bond (as such term is defined in the Code). None of the Gross Proceeds of the Note will be used directly or indirectly in any trade or business carried on by any person other than a governmental unit. No bonds or other obligations of the Issuer (a) were sold in the 15 days preceding the date of sale of the Note, (b) were sold or will be sold within the 15 days after the date of sale of the Note, (c) have been delivered in the past 15 days, or (d) will be delivered in the next 15 days, pursuant to a common plan of financing with the plan for the issuance of the Note and payable out of substantially the same source of revenues. The Issuer does not expect that the proceeds of the Note will be used in a manner that would cause it to be an arbitrage bond under Section 148 of the Code. The Issuer does not expect that the proceeds of the Note will be used in a manner that would cause the interest on the Note to be includable in the gross income of the holder of the Note under Section 103 of the Code. 6. REBATE. The Issuer acknowledges and agrees to comply with the terms of the Arbitrage Rebate Statement attached hereto as Exhibit A. 7. AMENDMENTS. The provisions hereof need not be observed and this Certificate may be amended or supplemented at any time by the Issuer if, in each case, the Issuer receives an opinion or opinions of Bond Counsel that the failure to comply with such provisions will not cause, and that the terms of such amendment or supplement will not cause, the Note to become an arbitrage bond under Section 148 of the Code, or other applicable section of the Code, or otherwise cause interest on the Note to become includable in gross income for federal income tax purposes under the Code. 8. NOTE NOT FEDERALLY GUARANTEED. Payment of debt service on the Note is not directly or indirectly guaranteed in whole or in part by the United States, within the meaning of Section 149(b) of the Code. None of the Original Proceeds will be invested directly or indirectly in federally insured deposits or accounts except for: (i) Original Proceeds invested during the applicable temporary periods described herein until such Original Proceeds are needed for the purpose for which the Note is being issued and (ii) investments of the Debt Service Accounts in Section 3(d)(i) hereof. 4 9. NOTE NOT HEDGE BOND. It is reasonably expected that not less than 85% of the proceeds of the Note will be used to carry out the governmental purposes of the Note within three years from the date of the issuance thereof. Not more than 50% of such proceeds will be invested in nonpurpose investments having a substantially guaranteed yield for four years or more (including but not limited to any investment contract or fixed yield investment having a maturity of four years or more). The reasonable expectations stated above are not based on and do not take into account any expectations or assumptions as to the occurrence of changes in market interest rates or of federal tax law or regulations or rulings thereunder. These reasonable expectations are not based on any prepayments of items other than items which are customarily prepaid. 10. ADDITIONAL COVENANTS AND REPRESENTATIONS. The Issuer further agrees to (a) impose such limitations on the investment or use of moneys or investments related to the Note, (b) make such rebate payments to the United States Treasury, (c) maintain such records, (d) perform such calculations, (e) enter into such agreements, and (f) perform such other acts as may be necessary under the Code to preserve the exclusion from gross income for purposes of federal income taxation of interest on the Note, which it may lawfully do. 11. INFORMATION. The Issuer agrees to file all information statements as may be required by the Code. 12. VALUATION AND MARKET PRICE RULES. In determining the amounts on deposit in any fund or account for purposes of this Certificate, the purchase price of the obligations, including accrued interest, shall be added together, and adding or subtracting to such purchase prices any discount, computed ratably on an annual basis. With respect to any amounts required to be restricted as to yield, the "market price rules" set forth in Exhibit A attached hereto shall apply. 13. NO REPLACEMENT. No portion of the amounts received from issuance or sale of the Note will be used as a substitute for other funds which were otherwise to be used for refunding the Refunded Bonds, and which have been or will be used to acquire, directly or indirectly, obligations producing a yield in excess of the Note Yield. 14. AVERAGE LIFE. The weighted average life of the Note does not exceed 120% of the average economic life of the projects financed by the Refunded Bonds. 15. RELIANCE. The Issuer has relied on certain representations made by First Southwest in its certificate attached hereto as Exhibit B. The Issuer is not aware of any facts or circumstances that would cause it to question the accuracy of such representations. 16. NO ADVERSE ACTION. The Issuer has neither received notice that its Certificate may not be relied upon with respect to its issues, nor has it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. 5 To the best of my knowledge and belief there are no facts, estimates or circumstances other than those expressed herein that materially affect the expectations herein expressed, and, to the best of my knowledge and belief, the Issuer's expectations are reasonable. I further represent that the Issuer expects and intends to be able to comply with the provisions and procedures set forth herein, including Section 148 of the Code. 6 IN WITNESS WHEREOF, I have hereunto set my hand as of this 9th day of April 2015. INDIAN RIVER COUNTY, FLORIDA By: 7 it Court and exrofficio the Board of County Commissioners EXHIBIT A ARBITRAGE REBATE STATEMENT This Arbitrage Rebate Statement is intended to set forth certain duties and requirements necessary for compliance with Section 148(0 of the Code to the extent necessary to preserve the tax exempt treatment of interest on the Note. This Statement is based upon Section 148(0 of the Code and, by analogy, to the Regulations. However, it is not intended to be exhaustive. Since the requirements of such Section 148(0 are subject to amplification and clarification, it may be necessary to supplement or modify this Statement from time to time to reflect any additional or different requirements of such Section and the Regulations or to specify that action required hereunder is no longer required or that some further or different action is required to maintain or assure the exemption from federal income tax of interest with respect to the Note. For purposes hereof, any covenant relating to a fund, account or subaccount established under the Resolution shall be deemed to apply only to that portion of such fund, account or subaccount allocable to the Note. SECTION 1. TAX COVENANTS. Pursuant to the Resolution, the Issuer has made certain covenants designed to assure that the interest with respect to the Note is and shall remain excludable from gross income for purposes of federal income taxation. The Issuer shall not, directly or indirectly, use or permit the use of any proceeds of the Note or any other funds or take or omit to take any action that would cause the Note to be an "arbitrage bond" within the meaning of Section 148 of the Code or that would cause interest on the Note to be included in gross income for federal income tax purposes under the provisions of the Code. The Issuer shall comply with all other requirements as shall be determined by Bond Counsel to be necessary or appropriate to assure that interest on the Note will be excludable from gross income for purposes of federal income taxation. To that end, the Issuer shall comply with all requirements of Section 148 of the Code to the extent applicable to the Note. SECTION 2. DEFINITIONS. Capitalized terms used herein, not otherwise defined herein, shall have the same meanings set forth in the Resolution and in the Issuer's Certificate as to Arbitrage and Certain Other Tax Matters relating to the Note, as appropriate. "Bond Counsel" means Nabors, Giblin & Nickerson, P.A., or such other firm of nationally recognized Bond Counsel as may be selected by the Issuer. "Bond Year" means any one-year period (or shorter period from the Issue Date) ending on the close of business on the day preceding the anniversary of the Issue Date; provided, however, that the Issuer may select any other day as the end of a Bond Year if such selection is made prior to the earlier of the final maturity date of the Note or the fifth anniversary of the Issue Date. A-1 "Code" means the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations proposed or promulgated thereunder. "Computation Date" means any date selected by the Issuer as a Computation Date pursuant to Section 1.148-3(e) of the Regulations and the Final Computation Date. "Fair Market Value" means, when applied to a Nonpurpose Investment, the Fair Market Value of such Investment as determined in accordance with Section 4 hereof. "Final Computation Date" means the date the Note is discharged. "Gross Proceeds" means, with respect to the Note: (1) Amounts constituting Sale Proceeds of the Note. (2) Amounts constituting Investment Proceeds of the Note. (3) Amounts constituting Transferred Proceeds of the Note. (4) Other amounts constituting Replacement Proceeds of the Note, including Pledged Moneys. "Investment Proceeds" means any amounts actually or constructively received from investing proceeds of the Note. "Investment Property" shall have the meaning as ascribed to such term in Section 148(b)(2) of the Code, which includes any security, obligation or other property held principally as a passive vehicle for the production of income, within the meaning of Section 1.148-1(e) of the Regulations. "Issue Date" means April 9, 2015. "Net Proceeds" means Sale Proceeds, less the portion of such Proceeds invested in a reasonably required reserve or replacement fund under the Code. "Nonpurpose Investment" means Investment Property in which Gross Proceeds are invested which is not acquired to carry out the governmental purpose of the Note, e.g., obligations acquired with Gross Proceeds that are invested temporarily until needed for the governmental purpose of the Note, that are used to discharge a prior issue, or that are invested in a reasonably required reserve or replacement fund, as referred in Section 1.148-1(b) of the Regulations. "Nonpurpose Payments" shall include the payments with respect to Nonpurpose Investments specified in Section 1.148-3(d)(1)(i)-(v) of the Regulations. A-2 "Nonpurpose Receipts" shall include the receipts with respect to Nonpurpose Investments specified in Section 1.148-3(d)(2)(i)-(iii) of the Regulations. "Pledged Moneys" means moneys that are reasonably expected to be used directly or indirectly to pay debt service on the Note or as to which there is a reasonable assurance that such moneys or the earnings thereon will be available directly or indirectly to pay debt service on the Note if the Issuer encounters financial difficulties. "Pre -Issuance Accrued Interest" means amounts representing interest that has accrued on an obligation for a period of not greater than one year before its issue date but only if those amounts are paid within one year after the Issue Date. "Proceeds" means any Sale Proceeds, Investment Proceeds and Transferred Proceeds of the Note. "Qualified Administrative Costs" means reasonable, direct administrative costs, other than carrying costs, such as separately stated brokerage and selling commissions that are comparable to those charged nongovernmental entities in transactions not involving tax-exempt Note proceeds, but not legal and accounting fees, recordkeeping, custody or similar costs. In addition, with respect to a guaranteed investment contract or investments purchased for a yield restricted defeasance escrow, such costs will be considered reasonable if (1) the amount of the fee the Issuer treats as a Qualified Administrative Cost does not exceed the lesser of (a) $39,000 (for calendar year 2015), or (b) the greater of (x) .2% of the "computational base", or (y) $4,000; and (2) the Issuer does not treat as Qualified Administrative Costs more than $109,000 (for calendar year 2015) in brokers' commissions or similar fees with respect to all guaranteed investment contracts and investments for yield restricted defeasance escrows purchased with Gross Proceeds of the issue. For purposes of this definition only, "computational base" shall mean, with respect to guaranteed investment contracts, the amount of Gross Proceeds the Issuer reasonably expects, as of the date the contract is acquired, to be deposited in the guaranteed investment contract over the term of the contract and for investments other than guaranteed investment contracts, "computational base" shall mean the amount of Gross Proceeds initially invested in such investments. The above-described safe harbor dollar amounts shall be increased each calendar year for cost -of -living adjustments pursuant to Section 1.148-5(e) of the Regulations. "Rebatable Arbitrage" means, as of any Computation Date, the excess of the future value of all Nonpurpose Receipts over the future value of all Nonpurpose Payments. "Rebate Fund" means the Rebate Fund established pursuant to the Resolution and described in Section 3 hereof. "Regulations" means Treasury Regulations Sections 1.148-0 through 1.148-11, 1.149(b)-1 and (d)-1, and 1.150-0 through 1.150-2, as amended, and any regulations amendatory, supplementary or additional thereto. A-3 "Replacement Proceeds" means amounts that have a sufficiently direct nexus to the Note or the governmental purpose of the Note to conclude that the amounts would have been used for that governmental purpose if the Proceeds of the Note were not used or to be used for that governmental purpose. For this purpose, governmental purposes include the expected use of amounts for the payment of debt service on a particular date. The mere availability or preliminary earmarking of amounts for a governmental purpose, however, does not in itself establish a sufficient nexus to cause those amounts to be Replacement Proceeds. Replacement Proceeds include, but are not limited to, amounts held in a sinking fund or a pledged fund. For these purposes, an amount is pledged to pay principal of or interest on the Note if there is reasonable assurance that the amount will be available for such purposes in the event that the issuer encounters financial difficulties. "Sale Proceeds" means any amounts actually or constructively received by the Issuer from the sale of the Note. Sale Proceeds shall also include, but are not limited to, amounts derived from the sale of a right that is associated with the Note and that is described in Section 1.148-4(b)(4) of the Regulations. "Tax -Exempt Investment" means (i) an obligation the interest on which is excluded from gross income pursuant to Section 103 of the Code, (ii) United States Treasury -State and Local Government Series, Demand Deposit Securities, and (iii) stock in a tax-exempt mutual fund as described in Section 1.150-1(b) of the Regulations. Tax -Exempt Investment shall not include a specified private activity bond as defined in Section 57(a)(5)(C) of the Code. For purposes of this Rebate Statement, a tax-exempt mutual fund includes any regulated investment company within the meaning of Section 851(a) of the Code meeting the requirements of Section 852(a) of the Code for the applicable taxable year; having only one class of stock authorized and outstanding; investing all of its assets in tax-exempt obligations to the extent practicable; and having at least 98% of (1) its gross income derived from interest on, or gain from the sale of or other disposition of, tax-exempt obligations or (2) the weighted average value of its assets represented by investments in tax-exempt obligations. "Transferred Proceeds" shall have the meaning provided therefor in Section 1.148-9 of the Regulations. "Universal Cap" means the Value of the then outstanding Note. "Value" (of the Note) means, with respect to the Note, its present value. "Value" (of an Investment) shall have the following meaning in the following circumstances: (1) General Rules. Subject to the special rules in the following paragraph, an issuer may determine the value of an investment on a date using one of the following valuation methods consistently applied for all purposes relating to arbitrage and rebate with respect to that investment on that date: A-4 (a) an investment with not more than two percent original issue discount or original issue premium may be valued at its outstanding stated principal amount, plus accrued unpaid interest on such date; and (b) a fixed rate investment may be valued at its present value on such date; (c) an investment may be valued at its Fair Market Value on such date. (2) Special Rules. Yield restricted investments are to be valued at present value provided that (except for purposes of allocating Transferred Proceeds to an issue, for purposes of the Universal Cap and for investments in a commingled fund other than a bona fide debt service fund unless it is a certain commingled fund): (a) an investment must be valued at its Fair Market Value when it is first allocated to an issue, when it is disposed of and when it is deemed acquired or deemed disposed of, and provided further that: (b) in the case of Transferred Proceeds, the Value of a Nonpurpose Investment that is allocated to Transferred Proceeds of a refunding issue on a transfer date may not exceed the Value of that investment on the transfer date used for purposes of applying the arbitrage restrictions to the refunded issue. "Yield on the Note" or "Note Yield" means, for all Computation Dates, the Yield expected as of the date hereof on the Note over the term of such Note computed by: (i) using as the purchase price of the Note, the amount at which such Note was sold within the meaning of Sections 1273 and 1274 of the Code; and (ii) assuming that the Note will be paid at its scheduled maturity dates or in accordance with any mandatory redemption requirements. "Yield" means, generally, the discount rate which, when used in computing the present value of all the unconditionally payable payments of principal and interest on an obligation and all the payments for a qualified guarantee paid and to be paid with respect to such obligation, produces an amount equal to the present value of the issue price of such obligation. Present value is computed as of the date of issue of the obligation. There are, however, many additional specific rules contained in the Regulations which apply to the calculation and recalculation of yield for particular obligations and such rules should be consulted prior to calculating the yield for the Note on any Computation Date. Yield shall be calculated on a 360 -day year basis with interest compounded semi-annually. For this purpose the purchase price of a Nonpurpose Investment or a Tax -Exempt Investment is its Fair Market Value, as determined pursuant to Section 4 of this Statement, as of the date that it becomes allocated to Gross Proceeds of the Note. A-5 SECTION 3. REBATE REQUIREMENTS. (a) The Issuer shall pay to the United States Government at the times and in the amounts determined hereunder the Rebatable Arbitrage. For purposes of determining the Rebatable Arbitrage, the Issuer shall cause the calculations described below to be made by competent tax counsel or other financial or accounting advisors or persons to ensure correct application of the rules contained in the Code and the Treasury Regulations relating to arbitrage rebate. (b) Within thirty (30) days after any Computation Date, the Issuer shall calculate or cause to be calculated the Rebatable Arbitrage. Immediately following such calculations, but in no event later than sixty (60) days following the Computation, the Issuer shall remit an amount which when added to the future value of previous rebate payments shall not be less than ninety percent (90%) (one hundred percent (100%) with respect to the Computation Date on the final repayment or retirement of the Note) of the Rebatable Arbitrage as of the applicable Computation Date. Each payment shall be accompanied by Form 8038-T. (d) The obligation to pay Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied with respect to the Note if Gross Proceeds are expended for the governmental purpose of the Note by no later than the date which is six (6) months after the Issue Date and if it is not anticipated that any other Proceeds will arise during the remainder of the term of the Note. For purposes described above, Gross Proceeds do not include (i) amounts deposited in a bona fide debt service fund, so long as the funds therein constitute bona fide debt service funds, or a reasonably required reserve or replacement fund (as defined in Section 1.148- 1 of the Regulations and meeting the requirements of Section 1.148-2(f), of the Regulations, (ii) amounts that, as of the Issue Date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the date which is six (6) months after the Issue Date, (iii) amounts representing Sale or Investment Proceeds derived from any Purpose Investment (as defined in Section 1.148-1 of the Regulations) and earnings on those payments and (iv) amounts representing any repayments of grants (as defined in Section 1.148-6(d)(4) of the Regulations). If Gross Proceeds are in fact expended by such date, Rebatable Arbitrage with respect to such Gross Proceeds need not be calculated and no payment thereof to the United States Department of Treasury need be made. Use of Gross Proceeds to redeem the Note shall not be treated as an expenditure of such Gross Proceeds. Notwithstanding the foregoing, if Gross Proceeds which were reasonably expected to be Gross Proceeds on the Issue Date actually become available after the date which is six (6) months after the Issue Date, then the requirements described herein relating to the calculation of Rebatable Arbitrage and the payment thereof to the United States must be satisfied, except that no such calculation or payment need be made with respect to the initial 6 -month period. Any other amounts not described in this Section 3(d) which constitute Gross Proceeds, other than a bona fide debt service fund, will be subject to rebate. A-6 (e) As an alternative to paragraph (d) above, the obligation of the Issuer to pay Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied with respect to the Note if the Gross Proceeds are expended for the governmental purposes of the issue within the periods set forth below: (i) at least fifteen percent (15%) of such Gross Proceeds are spent within the six-month period beginning on the Issue Date; (ii) at least sixty percent (60%) of such Gross Proceeds are spent within the 1 - year period beginning on the Issue Date; and (iii) at least one hundred percent (100%) of such Gross Proceeds are spent within the 18 -month period beginning on the Issue Date. As set forth in Section 1.148-7(d)(2) of the Regulations, for purposes of the expenditure requirements set forth in this paragraph (e), one hundred percent (100%) of the Gross Proceeds of the Note shall be treated as expended for the governmental purposes of the issue within the 18 -month period beginning on the Issue Date if such requirement is met within the 30 -month period beginning on the Issue Date and such requirement would have been met within such 18 - month period but for a reasonable retainage (not exceeding five percent (5%) of the Net Proceeds of the Note). If Gross Proceeds are in fact expended by such dates, then Rebatable Arbitrage need not be calculated and no payment thereof to the United States Department of Treasury need be made. Any failure to satisfy the final spending requirement shall be disregarded if the Issuer exercises due diligence to complete the project financed by the Note and the amount of the failure does not exceed the lesser of three percent (3%) of the issue price of the Note or $250,000. Use of Gross Proceeds to redeem the Note shall not be treated as an expenditure of such Gross Proceeds. For purposes of this paragraph (e), "Gross Proceeds" shall be modified as described in paragraph (d) above. [the following is not applicable to the Note] (f) As an alternative to paragraphs (d) and (e) above, the obligation to pay Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied with respect to the Note if the Available Construction Proceeds (as defined in Section 148(f)(4)(c)(vi) of the Code and described below) are expended for the governmental purposes of the issue within the periods set forth below: (i) at least ten percent (10%) of such Available Construction Proceeds are spent within the six-month period beginning on the Issue Date; (ii) at least forty-five percent (45%) of such Available Construction Proceeds are spent within the 1 -year period beginning on the Issue Date; A-7 (iii) at least seventy-five percent (75%) of such Available Construction Proceeds are spent within the eighteen -month period beginning on the Issue Date; and (iv) at least one hundred percent (100%) of such Available Construction Proceeds are spent within the 2 -year period beginning on the Issue Date. For purposes of this paragraph (f), the term Available Construction Proceeds means the Net Proceeds of the Note, increased by earnings on the Net Proceeds and earnings on all of the foregoing earnings, and reduced by any amounts used to pay issuance costs (including Note insurance premiums). As set forth in Section 148(f)(4)(B)(iv)(III) of the Code, for purposes of the expenditure requirements set forth in this paragraph (f), one hundred percent (100%) of the Available Construction Proceeds of the Note shall be treated as expended for the governmental purposes of the issue within the 2 -year period beginning on the Issue Date if such requirement is met within the 3 -year period beginning on the Issue Date and such requirement would have been met within such 2 -year period but for a reasonable retainage (not exceeding five percent (5%) of the Net Proceeds of the Note). Any failure to satisfy the final spending requirement shall be disregarded if the Issuer exercises due diligence to complete the project financed and the amount of the failure does not exceed the lesser of three percent (3%) of the issue price of the issue or $250,000. For purposes of Section 148(f)(4)(C)(vii) of the Code, in the event the Issuer fails to meet the expenditure requirements referred to above, the Issuer may elect to pay, in lieu of the Rebatable Arbitrage otherwise required to be paid with respect to such Gross Proceeds, a penalty with respect to the close of each 6 -month period after the Issue Date equal to 1.5 percent of the amount of the Available Construction Proceeds of the Note which, as of the close of such period, are not spent as required by the expenditure provisions set forth above. The penalty referred to above shall cease to apply only after the Note (including any refunding Notes issued with respect thereto) are no longer outstanding. The Issuer makes no election in regard to the above- described penalty. In order to qualify for the exemption from the obligation to pay Rebatable Arbitrage to the United States pursuant to this paragraph (0, at least seventy-five percent (75%) of the Available Construction Proceeds of the Note must be used for construction expenditures (as defined in Section 1.148-7(g) of the Regulations) with respect to property which is owned by a governmental unit or an organization described in Section 501(c)(3) of the Code. If only a portion of an issue is to be used for construction expenditures, such portion and the other portion of such issue may, at the election of the Issuer, be treated as separate issues for purposes of this Section 3(0 (although the remaining portion may not be entitled to the benefits of Section 3(d) hereof). The Issuer does not elect to treat any portion of the Note as a separate issue for purposes of this section. A-8 (g) The Issuer shall keep proper books of records and accounts containing complete and correct entries of all transactions relating to the receipt, investment, disbursement, allocation and application of the moneys related to the Note, including moneys derived from, pledged to, or to be used to make payments on the Note. Such records shall, at a minimum, be adequate to enable the Issuer or its consultants to make the calculations for payment of Rebatable Arbitrage as required by this Statement. The records required to be maintained under this Section 3(g) shall be retained by the Issuer until six (6) years after the retirement of the last obligation of the Note or for such other period as the United States Treasury may, by regulations, otherwise provide. Such records shall at least specify the account or fund to which each investment (or portion thereof) is to be allocated and shall set forth, in the case of each investment security, (i) its purchase price (including the amount of accrued interest to be stated separately), (ii) identifying information, including par amount, coupon rate, and payment dates, (iii) the amount received at maturity or its sale price, as the case may be, including accrued interest, (iv) the amounts and dates of any payments made with respect thereto, (v) the dates of acquisition and disposition or maturity, (vi) the amount of original issue discount or premium (if any), (vii) the frequency of periodic payments (and actual dates and amounts of receipts), (viii) the period of compounding, (ix) the transaction costs (e.g., commissions) incurred in acquiring, carrying or disposing of the Nonpurpose Investments, and (x) market price data sufficient to establish that the purchase price (disposition price) was not greater than (less than) the arm's-length price (see Section 4 below) on the date of acquisition (disposition) or, if earlier, on the date of a binding contract to acquire (dispose of) such Nonpurpose Investment. SECTION 4. MARKET PRICE RULES. Except as provided below, the Issuer agrees to comply with the requirements relating to the "Fair Market Value" of acquired Nonpurpose Investments, as defined in Section 1.148-5(d) of the Regulations. All investments required to be made pursuant to this Statement shall be made to the extent permitted by law. In this regard, the Issuer agrees, among other things, that it will not acquire or cause to be acquired a Nonpurpose Investment (or any other investment acquired with Gross Proceeds or on deposit in the Rebate Account), for a price in excess of its Fair Market Value or sell any such investment at a price (determined without any reduction for transaction costs) less than its Fair Market Value, except as provided below. For this purpose, the following rules shall apply: (a) Established securities markets. Except as otherwise provided below, any market especially established to provide a security or obligation to an issuer of municipal obligations shall not be treated as an established market and shall be rebuttably presumed to be acquired or disposed of for a price that is not its Fair Market Value. (b) Arm's-length price. Any transaction in which a Nonpurpose Investment is directly purchased with Gross Proceeds, or in which a Nonpurpose Investment allocable to Gross Proceeds is disposed of, shall be undertaken in a bona fide arm's-length manner, and no amount shall be paid to reduce the yield on the Nonpurpose Investment. (c) Safe harbor for establishing Fair Market Value for guaranteed investment contracts and Nonpurpose Investments purchased for a yield restricted defeasance escrow. In the A-9 case of a guaranteed investment contract or Nonpurpose Investments purchased for a yield restricted defeasance escrow, the purchase price shall not be considered to be an arm's-length price unless all the following conditions are met: (i) The Issuer makes a bona fide Request for Bids ("Bona Fide Request for Bids") for the purchase of the investment that satisfies all of the following requirements: (1) The bid specifications are in writing and are timely forwarded to potential providers; (2) The bid specifications include all terms of the bid that may directly or indirectly affect the yield or the cost of the investment; (3) The bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the Issuer or any other person (whether or not in connection with the Note issue) and that the bid is not being submitted solely as a courtesy to the Issuer or any other person for purposes of satisfying these requirements; (4) The terms of the bid specifications are such that there is a legitimate business purpose for each term other than to increase the purchase price or reduce the yield of the investment (e.g., for Request for Bids of Nonpurpose Investments for a yield restricted defeasance escrow, the hold firm period must be no longer than the Issuer reasonably requires); (5) For purchases of guaranteed investment contracts only, the terms of the Request for Bids take into account the Issuer's reasonably expected deposit and draw down schedule for the amounts to be invested; (6) All potential providers have an equal opportunity to bid (e.g., no potential provider is given the opportunity to review other bids before providing a bid); and (7) At least three providers are solicited for bids that have an established industry reputation as a competitive provider of the type of investments being purchased. (ii) The bids received by the Issuer must meet all of the following requirements: (1) The Issuer receives at least three bids from providers that the Issuer solicited under a Bona Fide Request for Bids and that do not have a A-10 material financial interest in the issue. A lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until 15 days after the issue date of the issue. In addition, any entity acting as a financial advisor with respect to the purchase of the investment at the time the bid specifications are forwarded to potential providers has a material financial interest in the issue. A provider that is a related party to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue. (2) At least one of the three bids described in paragraph (c)(ii)(I) above is from a provider that has an established industry reputation as a competitive provider of the type of investments being purchased; and (3) If the Issuer uses an agent to conduct the bidding process, the agent did not bid to provide the investment. (iii) The winning bid must meet the following requirements: (1) Guaranteed investment contracts. If the investment is a guaranteed investment contract, the winning bid is the highest yielding bona fide bid (determined net of any broker's fees). (2) Other Nonpurpose Investments. If the investment is not a guaranteed investment contract, the following requirements are met: (A) The winning bid is the lowest cost bona fide bid (including any broker's fees). The lowest bid is either the lowest cost bid for the portfolio or, if the Issuer compares the bids on an investment -by - investment basis, the aggregate cost of a portfolio comprised of the lowest cost bid for each investment. Any payment received by the Issuer from a provider at the time a guaranteed investment contract is purchased (e.g., an escrow float contract) for a yield restricted defeasance escrow under a bidding procedure meeting these requirements is taken into account in determining the lowest cost bid. (B) The lowest cost bona fide bid (including any broker's fees) is not greater than the cost of the most efficient portfolio comprised exclusively of State and Local Government Series Securities from the United States Department of the Treasury, Bureau of Public Debt. The cost of the most efficient portfolio of State and Local Government Series Securities is to be determined at the time that bids are required to be submitted pursuant to the terms of the bid specifications. If such State and Local Government Series Securities are not available for purchase on the day that bids are required to be submitted because sales of those securities A-11 have been suspended, the cost comparison described in this paragraph is not required. (iv) The provider of the investments or the obligor on the guaranteed investment contract certifies the administrative costs that it pays (or expects to pay) to third parties in connection with supplying the investment. (d) The Issuer shall retain certificates and records documenting compliance with the above requirements until three years after the Note is redeemed including, but not limited to, the following: (i) For purchases of guaranteed investment contracts, a copy of the contract, and for purchases of Nonpurpose Investments other than guaranteed investment contracts, the purchase agreement or confirmation; (ii) The receipt or other record of the amount actually paid by the Issuer for the investments, including a record of any administrative costs paid by the Issuer and the certification required in paragraph (c)(iv) above; (iii) For each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results; (iv) The bid Request for Bids form and, if the terms of the purchase agreement or the guaranteed investment contract deviated from the bid Request for Bids form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation; and (v) For purchase of Nonpurpose Investments other than guaranteed investment contracts, the cost of the most efficient portfolio of State and Local Government Series Securities, determined at the time that the bids were required to be submitted. SECTION 5. MODIFICATION UPON RECEIPT OF BOND COUNSEL OPINION. Notwithstanding any provision of this Statement, if the Issuer shall receive an opinion of Bond Counsel that any specified action required under this Statement is no longer required or that some further or different action is required to maintain or assure the exclusion from federal gross income of interest with respect to the Note, the Issuer may conclusively rely on such opinion in complying with the requirements of this Statement and the covenants herein shall be deemed to be modified to that extent. This Statement shall be amended or modified by the parties hereto in any manner which is necessary to comply with such regulations as may be promulgated by the United States Treasury Department from time to time. SECTION 6. ACCOUNTING FOR GROSS PROCEEDS. In order to perform the calculations required by the Code and the Regulations, it is necessary to track the investment and A-12 expenditure of all Gross Proceeds. To that end, the Issuer must adopt reasonable and consistently applied methods of accounting for all Gross Proceeds. Appendix I hereto sets forth a description of the required allocation and accounting rules with which the Issuer agrees to comply. SECTION 7. ADMINISTRATIVE COSTS OF INVESTMENTS. Except as otherwise provided in this Section 7, an allocation of Gross Proceeds to a payment or receipt on a Nonpurpose Investment is not adjusted to take into account any costs or expenses paid, directly or indirectly, to purchase, carry, sell or retire the Nonpurpose Investment (administrative costs). Thus, administrative costs generally do not increase the payments for, or reduce the receipts from, Nonpurpose Investments. In determining payments and receipts on Nonpurpose Investments, Qualified Administrative Costs are taken into account by increasing payments for, or reducing the receipts from, the Nonpurpose Investments. Qualified Administrative Costs are reasonable, direct administrative costs, other than carrying costs, such as separately stated brokerage or selling commissions, but not legal and accounting fees, recordkeeping, custody and similar costs. General overhead costs and similar indirect costs of the Issuer such as employee salaries and office expenses and costs associated with computing Rebatable Arbitrage are not Qualified Administrative Costs. Allocation and accounting rules are provided in Appendix I attached hereto. A-13 APPENDIX I ALLOCATION AND ACCOUNTING RULES (a) General Rule. Any issuer may use any reasonable, consistently applied accounting method to account for Gross Proceeds, investments and expenditures of an issue. An accounting method is "consistently applied" if it is applied uniformly within a Fiscal Period (as hereinafter defined) and between Fiscal Periods to account for Gross proceeds of an issue and any amounts that are in a commingled fund. (b) Allocation of Gross Proceeds to an Issue. Amounts are allocable to only one issue at a time as Gross Proceeds. Amounts cease to be allocated to an issue as Proceeds only when those amounts (i) are allocated to an expenditure for a governmental purpose; (ii) are allocated to Transferred Proceeds of another issue of obligations; or (iii) cease to be allocated to that issue at retirement of the issue or under the Universal Cap. (c) Allocation of Gross Proceeds to Investments. Upon the purchase or sale of a Nonpurpose Investment, Gross Proceeds of an issue are not allocated to a payment for that Nonpurpose Investment in an amount greater than, or to a receipt from that Nonpurpose Investment in an amount less than, the Fair Market Value of the Nonpurpose Investment as of the purchase or sale date. The Fair Market Value of a Nonpurpose Investment is adjusted to take into account Qualified Administrative Costs allocable to the investment. Thus, Qualified Administrative Costs increase the payments for, or decrease the receipts from, a Nonpurpose Investment. (d) Allocation of Gross Proceeds to Expenditures. Reasonable accounting methods for allocating funds from different sources to expenditures for the same governmental purpose include a "specific tracing" method, a "gross -proceeds -spent -first" method, a "first -in -first -out" method or a ratable allocation method, so long as the method used is consistently applied. An allocation of Gross Proceeds of an issue to an expenditure must involve a current outlay of cash for a governmental purpose of the issue. A current outlay of cash means an outlay reasonably expected to occur not later than five banking days after the date as of which the allocation of Gross Proceeds to the expenditure is made. (e) Commingled Funds. Any fund or account that contains both Gross Proceeds of an issue and amounts in excess of $25,000 that are not Gross Proceeds of that issue if the amounts in the fund or account are invested and accounted for collectively, without regard to the source of the funds deposited therein, constitutes a "commingled fund." All payments and receipts (including deemed payments and receipts) on investments held by a commingled fund must be allocated (but not necessarily distributed) among each different source of funds invested in the commingled fund in accordance with a consistently applied, reasonable ratable allocation method. Reasonable ratable allocation methods include, without limitation, methods that allocate payments and receipts in proportion to either (i) the average daily balances of the amounts in the commingled fund from each different source of funds during any consistent time I-1 period within its fiscal year, but at least quarterly (the "Fiscal Period"); or (ii) the average of the beginning and ending balances of the amounts in the commingled fund from each different source of funds for a Fiscal Period that does not exceed one month. Funds invested in the commingled fund may be allocated directly to expenditures for governmental purposes pursuant to a reasonable consistently applied accounting method. If a ratable allocation method is used to allocate expenditures from the commingled fund, the same ratable allocation method must be used to allocate payments and receipts on investments in the commingled fund. Generally a commingled fund must treat all its investments as if sold at Fair Market Value either on the last day of the fiscal year or on the last day of each Fiscal Period. The net gains or losses from these deemed sales of investments must be allocated to each different source of funds invested in the commingled fund during the period since the last allocation. This mark - to -market requirement does not apply if (i) the remaining weighted average maturity of all investments held by a commingled fund during a particular fiscal year does not exceed 18 months, and the investments held by the commingled fund during that fiscal year consist exclusively of obligations; of (ii) the commingled fund operated exclusively as a reserve fund, sinking fund or replacement fund for two or more issues of the same issuer. Subject to the Universal Cap limitation, and the principal that amounts are allocable to only one issue at a time as Gross Proceeds, investments held by a commingled fund must be allocated ratably among the issues served by the commingled fund in proportion to either (i) the relative values of the Notes of those issues; (ii) the relative amounts of the remaining maximum annual debt service requirements on the outstanding principal amounts of those issues; or (iii) the relative original stated principal amounts of the outstanding issues. (f) Universal Cap. Amounts that would otherwise be Gross Proceeds allocable to an issue are allocated (and remain allocated) to the issue only to the extent that the Value of the Nonpurpose Investments allocable to those Gross Proceeds does not exceed the Value of all outstanding Notes of the issue. Nonpurpose Investments allocated to Gross Proceeds in a bona fide debt service fund for an issue are not taken into account in determining the Value of the Nonpurpose Investments, and those Nonpurpose Investments remain allocated to the issue. To the extent that the Value of the Nonpurpose Investments allocable to the Gross Proceeds of an issue exceed the Value of all outstanding Notes of that issue, an issuer should seek the advice of Bond Counsel for the procedures necessary to comply with the Universal Cap. (g) Expenditure for Working Capital Purposes. Subject to certain exceptions, the Proceeds of an issue may only be allocated to "working capital expenditures" as of any date to the extent that those expenditures exceed "available amounts" as of that date (i.e., "proceeds - spent -last"). For purposes of this section, "working capital expenditures" include all expenditures other than "capital expenditures." "Capital expenditures" are costs of a type properly chargeable (or chargeable upon proper election) to a capital account under general federal income tax I-2 principles. Such costs include, for example, costs incurred to acquire, construct or improve land, buildings and equipment having a reasonably expected useful life in excess of one year. Thus, working capital expenditures include, among other things, expenditures for current operating expenses and debt service. For purposes of this section, "available amount" means any amount that is available to an issuer for working capital expenditure purposes of the type financed by the issue. Available amount excludes Proceeds of the issue but includes cash, investments and other amounts held in accounts or otherwise by an issuer for working capital expenditures of the type being financed by the issue without legislative or judicial action and without a legislative, judicial or contractual requirement that those amounts be reimbursed. Notwithstanding the preceding sentence, a "reasonable working capital reserve" is treated as unavailable. A working capital reserve is reasonable if it does not exceed five percent of the actual working capital expenditures of an issuer in the fiscal year before the year in which the determination of available amounts is made. For purpose of the preceding sentence only, in determining the working capital expenditures of an issuer for a prior fiscal year, any expenditures (whether capital or working capital expenditures) that are paid out of current revenues may be treated as working capital expenditures. The proceeds -spent -last requirement does not apply to expenditures to pay (i) any Qualified Administrative Costs; (ii) fees for qualified guarantees of the issue or payments for a qualified hedge for the issue; (iii) interest on the issue for a period commencing on the Issue Date and ending on the date that is the later of three years from the Issue Date or one year after the date on which the financed project is placed in service; (iv) the United States for yield reduction payments (including rebate payments) or penalties for the failure to meet the spend down requirements associated with certain spending exceptions to the rebate requirement; (v) costs, other than those described in (i) through (iv) above, that do not exceed five percent of the Sale Proceeds of an issue and that are directly related to capital expenditures financed by the issue (e.g., initial operating expenses for a new capital project); (vi) principal or interest on an issue paid from unexpected excess sale or Investment Proceeds; (vii) principal or interest on an issue paid from investment earnings on a reserve or replacement fund that are deposited in a bona fide debt service fund; and (viii) principal, interest or redemption premium on a prior issue and, for a crossover refunding issue, interest on that issue. Notwithstanding the preceding paragraph, the exceptions described above do not apply if the allocation merely substitutes Gross Proceeds for other amounts that would have been used to make those expenditures in a manner in that gives rise to Replacement Proceeds. I-3 EXHIBIT B FINANCIAL ADVISOR'S CERTIFICATE The undersigned, acting on behalf of First Southwest Company, Financial Advisor with respect to the $20,369,000 Indian River County, Florida Limited General Obligation Note, Series 2015 (the "Note"), hereby certifies to Indian River County, Florida (the "County") that (i) the Note Yield as described in the hereafter defined Arbitrage Certificate is accurate as of the date hereof, and (ii) the amount necessary to pay principal of and interest on the Refunded Bonds through the redemption thereof on July 1, 2016, as set forth in the Escrow Deposit Agreement, dated as of April 1, 2015, between the County and The Bank of New York Mellon Trust Company, N.A., are accurate as of the date hereof. We understand that the representations set forth above are being relied on by the County in the County's Certificate as to Arbitrage and Certain Other Tax Matters (the "Arbitrage Certificate"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Arbitrage Certificate. Dated: April 9, 2015 FIRST SOUTHWEST COMPANY By: alra1/4-NOIGWA B-1 6 GENERAL CERTIFICATE We, Wesley S. Davis, Chairman of the Board of County Commissioners (the "Board") of Indian River County, Florida (the "County"), and Jeffrey R. Smith, Clerk of the Circuit Court and Ex -Officio Clerk of the Board, are delivering this Certificate in connection with the issuance of the County's Limited General Obligation Refunding Note, Series 2015 (the "Note") issued pursuant to Resolution No. 2005-059 of the County, adopted May 17, 2005, as amended and supplemented, and particularly as supplemented by Resolution No. 2015-047, adopted April 7, 2015 (collectively, the "Resolution"). All terms not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. We hereby certify, to the best of our knowledge, as follows: 1. The Resolution has not been further amended or supplemented and is in full force and effect. 2. No Event of Default (as defined in the Resolution) has occurred and is continuing thereunder. 3. To our knowledge, the County has never been in default at any time after December 31, 1975, as to principal or interest with respect to an obligation issued by the County. 4. The audited financial statements for the fiscal year ended September 30, 2014 were prepared in accordance with generally accepted accounting principles and fairly present the financial condition of the County as of their date. Since the date of the information presented in such audited financial statements, there has been no material adverse change in the financial condition of the County. 5. The issuance and sale of the Note to Regions Capital Advantage, Inc. (the "Purchaser"), the adoption of the Resolution and the compliance by the County with the terms thereof and of the Note will not conflict with, or result in any breach of any of the provisions of, or constitute a default under any federal or State of Florida constitutional provision or statute, agreement, resolution or other instrument to which the County is a party or by which it or its property is bound, or any license, judgment, decree, order, law, statute, ordinance or State of Florida governmental rule or regulation applicable to the County which would result in the creation or imposition of any lien, charge, encumbrance or security interest in the property of the County (other than as contemplated by the Resolution). 6. All consents, approvals or authorizations, if any, of any Florida governmental authority required on the part of the County in connection with the adoption of the Resolution, the offer, issue, sale or delivery of the Note and the consummation of the transactions contemplated thereby have been obtained by the County (but no representation is made as to consents, approvals or authorizations required to be obtained by the Purchaser). 7. The County has not been served or notified in writing of any action, suit, proceeding or investigation and to our knowledge no action, suit, proceeding or investigation is pending against the County or threatened against the County (a) in any way affecting the existence of the County or in any way challenging the respective powers of the several offices of the officials of the County or the titles of the officials holding their respective offices; or (b) seeking to restrain or enjoin the issuance or delivery of the Note, or the imposition of the limited ad valorem tax the proceeds of which are pledged or to be pledged to pay the principal of, premium, if any, and interest on the Note or in any way contesting or affecting the validity or enforceability of the Resolution or the Note, or contesting the powers of the County or its authority with respect to the Resolution or the Note; (c) questioning or affecting the validity of any of the proceedings relating to the authorization, sale, execution, issuance or delivery of the Note; (d) questioning or affecting the County's ability to refund the Refunded Bonds; or (e) in which a final adverse decision would materially adversely affect the ability of the County to issue the Note or declare the Resolution or the Note or any of the foregoing documents to be invalid and unenforceable in whole or in part. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the County, as of this 9th day of April 2015. (SEAL) Chairman, Bda d of County Commissioners of Indian River County, Florida Clerk of it Court and Ex -Officio Clerk of the B a . d of County Commissioners of Indian River County, Florida 7 CERTIFICATE OF DELIVERY AND PAYMENT I, Jeffrey R. Smith, the undersigned Clerk of the Circuit Court and Ex -Officio Clerk of the Board of County Commissioners of Indian River County, Florida (the "County"), DO HEREBY CERTIFY that on the date hereof I caused to be delivered to Regions Capital Advantage, Inc. (the "Purchaser"), the obligation of the County described on Schedule A attached hereto, and received for its account on this date from the Purchaser in full payment therefor, the sum of $20,369,000. 2015. IN WITNESS WHEREOF, I have hereunto set my hand as of this 9th day of April, Clerk = CiCourt and Ex -Officio Clerk of the Board of County Commissioners of Indian River County, Florida SCHEDULE A $20,369,000 INDIAN RIVER COUNTY, FLORIDA LIMITED GENERAL OBLIGATION REFUNDING NOTE, SERIES 2015 The Note is dated April 9, 2015 and is payable as to principal commencing July 1, 2015 in the amounts set forth below: Year (July 1) Amount 2015 $ 320,000 2016 343,000 2017 4,053,000 2018 4,158,000 2019 4,227,000 2020 4,298,000 2021 2,970,000 Interest shall be paid on each January 1 and July 1, commencing July 1, 2015, in an amount equal to the interest accrued and unpaid to such date. The Note bears interest at the rate of 1.66% per annum, subject to adjustment as set forth therein. Form 8038-G (Rev. September 2011) Department of the Treasury Internal Revenue Service Information Return for Tax -Exempt Governmental Obligations P. Under Internal Revenue Code section 149(e) ► See separate instructions. Caution: If the issue price is under $100,000, use Form 8038 -GC. 8 OMB No. 1545-0720 Part I Reporting Authori If Amended Return, check here ► ❑ 1 Issuer's name Indian River County, Florida 2 Issuer's employer identification number (EIN) 59-6000674 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) Mark T. Mustian, Bond Counsel 3b Telephone number of other person shown on 3a 850-224-4070 4 Number and street (or P.O. box if mail is not delivered to street address) 1500 Mahan Drive Room/suite Suite 200 5 Report number (For IRS Use Only) 13 6 City, town, or post office, state, and ZIP code Tallahassee, Florida 32308 7 Date of issue April 9, 2015 8 Name of issue Limited General Obligation Refunding Note, Series 2015 9 CUSIP number NONE 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see instructions) Jason Brown, Director, Office of Management & Budget 10b Telephone number of officer or other employee shown on 10a 772/226-1214 Part II Type of Issue (enter the issue price). See the instructions and attach schedule. 11 12 Health and hospital 13 Transportation 14 Public safety 15 Environment (including sewage bonds) 16 Housing 17 Utilities 18 Other. Describe ► 19 If obligations are TANs or RANs, check only box 19a ► ❑ If obligations are BANs, check only box 19b ► ❑ 20 If obligations are in the form of a lease or installment sale, check box ► ❑ Education 11 12 13 14 15 20,369,000 00 16 17 18 Part III Description of Obligations. Complete for the entire issue for which this form is being filed. 21 (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 07/01/2021 $ 20,369,000 $ 20,369,000 4.015 years 1.660220 Part IV Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 23 Issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance costs (including underwriters' discount) . 25 Proceeds used for credit enhancement 26 Proceeds allocated to reasonably required reserve or replacement fund 27 Proceeds used to currently refund prior issues 28 Proceeds used to advance refund prior issues 29 Total (add lines 24 through 28) 30 24 53,881 25 22 23 20,369,000 0 00 25 0 00 26 0 00 27 0 00 28 20,315,118 75 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . 29 30 20,369,000 00 00 0 Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . ► N/A years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . ► 4.1885 years 33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) O. 07/01/2016 34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2011) Form 8038-G (Rev. 9-2011) Page 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) (see instructions) b Enter the final maturity date of the GIC ► c Enter the name of the GIC provider IP - 37 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box lo- b b Enter the date of the master pool obligation ► c Enter the EIN of the issuer of the master pool obligation ► d Enter the name of the issuer of the master pool obligation Po- n 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► ❑ 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider ► c Type of hedge ► d Term of hedge ► 42 If the issuer has superintegrated the hedge, check box 110- 43 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement 10- b b Enter the date the official intent was adopted ► 35 36a 37 Eland enter the following information: Signature and 3onsent %.. Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to process thi turn, to thgperson that I have authorized above. Signature of issuer's authonrepresentative Date Wesley S. Davis, Chairman Type or print name and title Paid Preparer Use Only Print/Type preparer's name Mark T. Mustian Preparer's signature Date Check El if self -employ Firm's name ► Nabors, Giblin & Nickerson, P.A. Firm's address ► 1500 Mahan Drive, Suite 200, Tallahassee, Florida 32308 Firm's EIN ► Phone no. PTIN ed P01266260 59-2427540 850-224-4070 Form 8038-G (Rev. 9-2011) 9 STATE OF FLORIDA DIVISION OF BOND FINANCE LOCAL BOND MONITORING SECTION This form represents an update and compilation of the BF2003, BF2004-A and BF2004-B forms. * Bond Information forms (BF2003) are required to be completed by local governments pursuant to Chapter 19A-1.003, Florida Administrative Code (F.A.C.). * Bond Disclosure forms BF2004-A (Competitive Sale) or BF2004-B (Negotiated Sale) are required to be filed with the Division within 120 days of the delivery of the issue pursuant to Sections 218.38(1)(b)1 and 218.38(1)(c)1, Florida Statutes (F.S.), respectively. * Final Official Statements, if prepared, are required to be submitted pursuant to Section 218.38(1), F.S.. * Please complete all items applicable to the issuer as provided by the Florida Statutes. * PURSUANT TO SECTION 218.369, F.S., ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS. BF2003 BOND INFORMATION FORM PART I. ISSUER INFORMATION 1. NAME OF GOVERNMENTAL UNIT: Indian River County, Florida 2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: 1801 27th Street Vero Beach, Florida 32960 3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: Indian River 4. TYPE OF ISSUER: ✓ COUNTY _ CITY AUTHORITY _ INDEPENDENT SPECIAL DISTRICT DEPENDENT SPECIAL DISTRICT OTHER (SPECIFY) PART 11. BOND ISSUE INFORMATION 1. NAME OF BOND ISSUE: 520,369,000 Indian River County Limited General Obligation Refunding Note, Series 2015 2. AMOUNT ISSUED: $ 20,369,000 3. AMOUNT AUTHORIZED: $ 20,369,000 4. DATED DATE: 4/9/2015 5. SALE DATE: 4/7/2015 6. DELIVERY DATE: 4/9/2015 7. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES 125.01, et. seq. SPECIAL ACTS OTHER 8. TYPE OF ISSUE: ✓ GENERAL OBLIGATION _ SPECIAL ASSESSMENT _ SPECIAL OBLIGATION REVENUE COP (CERTIFICATE OF PARTICIPATION) LEASE -PURCHASE BANK LOAN/LINE OF CREDIT 9. A. IS THIS A PRIVATE ACTIVITY BOND (PAB)? YES ✓ NO B. (1) IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION? YES NO (2) IF YES, AMOUNT OF ALLOCATION: $ 10. SPECIFIC REVENUE(S) PLEDGED: (1) PRIMARY ad valorem taxes not to exceed 1/2 mill (2) SECONDARY (3) OTHER(S) 1 11 A. PURPOSE(S) OF THE ISSUE: (1) PRIMARY refund the County's Series 2006 Bonds maturing from 2017 to 2021 (2) SECONDARY (3) OTHER(S) B. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING: (1) FOR EACH ISSUE REFUNDED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL PAR VALUE (PRINCIPAL AMOUNT) OF ISSUE, AND AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT) REFUNDED. Indian River County Limited General Obligation Bonds, Series 2006; dated July 6, 2006; Original Par Value - S48,600,000; Par Value Refunded - $19,075,000 (2) REFUNDED DEBT HAS BEEN: RETIRED OR ✓ DEFEASED (3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? YES ✓ NO B. IF YES, APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY? 12. TYPE OF SALE: COMPETITIVE BID NEGOTIATED ✓ NEGOTIATED PRIVATE PLACEMENT 13. BASIS OF INTEREST RATE CALCULATION, I.E., INTEREST RATE USED TO STRUCTURE THE BOND ISSUE: NET INTEREST COST RATE (NIC) % TRUE INTEREST COST RATE (TIC) `.,,. CANADIAN INTEREST COST RATE (CIC) % ARBITRAGE YIELD (ARBI) 1.660220 % SPECIFY OTHER: 14. INSURANCE/ENHANCEMENTS: AGIC AMBAC _ CGIC CLIC FGIC FSA HUD MBIA NGM LOC(LETTER OF CREDIT) OTHER (SPECIFY) 1 NOT INSURED 15. RATING(S): MOODY'S S & P FITCH DUFF&PHELPS OTHER (SPECIFY) ✓ NOT RATED 16. DEBT SERVICE SCHEDULE: ATTACH COMPLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING INFORMATION: MATURITY DATES (MO/DAY/YR) COUPON/INTEREST RATES ANNUAL INTEREST PAYMENTS PRINCIPAL (PAR VALUE) PAYMENTS MANDATORY TERM AMORTIZATION 2 17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: The Series 2015 Note shall be subject to optional redemption prior to maturity, in whole or in part on any January 1 or July 1, upon ten (10) calendar day's prior written notice by the Issuer to the Holder, at a price equal to 100% of the principal amount thereof to be redeemed 18. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER. Regions Capital Advantage, Inc. 1900 5th Avenue North, Suite 2400 Birmingham, Alabama 35203 19. PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE. NO BOND COUNSEL BOND COUNSEL(S): Nabors. Giblin & Nickerson. P.A. 1500 Mahan Drive, Suite 200 Tallahassee, Florida 32308 NO FINANCIAL ADVISOR NO OTHER PROFESSIONALS FINANCIAL ADVISOR(S)/CONSULTANT(S): First Southwest Company 450 South Orange Avenue, Suite 460 Orlando, Florida 32801 OTHER PROFESSIONALS: 20. PAYING AGENT ✓ NO PAYING AGENT 21. REGISTRAR ✓ NO REGISTRAR 22. COMMENTS: PART 111. RESPONDENT INFORMATION FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT: Name and Title Mark T. Mustian, Bond Counsel Phone (850) 224-4070 Company Nabors. Giblin & Nickerson, P.A. INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above): Name and Title Phone Company Date Report Submitted (3) COMPANY NAME McGuire Woods FEE PAID: $ 5,000 3 SERVICE PROVIDED or FUNCTION SERVED: Bank Counsel CROSS RECEIPT Board of County Commissioners of Indian River County, Florida Vero Beach, Florida Dear Commissioners: 12 April 9, 2015 We have deposited for your account the amount of $20,369,000 for payment of your $20,369,000 Indian River County, Florida Limited General Obligation Refunding Note, Series 2015, received today from you by the undersigned. The undersigned hereby acknowledges receipt of said Note. REGIONS CAPITAL ADVANTAGE, INC. By: Title: President Please acknowledge receipt of the foregoing deposit by signing and returning a copy of this letter. INDIAN RIVER COUNTY, FLORIDA cuit Court an fficio Clerk of the Board of County Commissioners of Indian River County, Florida 13 TALLAHASSEE FORT MYERS 1500 Mahan Drive Suite 200 Tallahassee, Florida 32308 (850) 224-4070 Tel (850) 224-4073 Fax FORT LAUDERDALE 110 East Broward Boulevard Suite 1700 Fort Lauderdale, Florida 33301 (954) 315-3852 Tel Nabors Giblin & Nlckersonp.A. Board of County Commissioners of Indian River County, Florida Vero Beach, Florida Commissioners: 12731 World Plaza Lane Suite 2 Fort Myers, Florida 33907 (239) 288-4027 Tel (239) 288-4057 Fax TAMPA 2502 Rocky Point Drive Suite 1060 Tampa, Florida 33607 (813) 281-2222 Tel (813) 281-0129 Fax April 9, 2015 We have examined a record of proceedings relating to the issuance of a $20,369,000 Limited General Obligation Refunding Note, Series 2015 (the "Note") of Indian River County, Florida (the "County"). The Note is issued under and pursuant to the laws of the State of Florida, including particularly Section 125.01, et seq., Florida Statutes, and pursuant to Resolution No. 2005-059 of the County, adopted May 17, 2005, as amended and supplemented, and particularly as supplemented by Resolution No. 2015-047 of the County, adopted April 7, 2015 (collectively, the "Resolution"). The Note is dated and bears interest from its date of delivery, except as otherwise provided in the Resolution. The Note will mature on the date, bear interest and be subject to principal repayment as set forth in the Resolution. Interest on the Note will be payable on each January 1 and July 1, commencing July 1, 2015. The Note is subject to redemption prior to maturity in accordance with the Resolution. The Note is issued for the principal purpose of refunding the County's Limited General Obligation Tax Bonds, Series 2006, maturing in the years 2017 through 2021 (the "Refunded Bonds"). Certain proceeds of the Note, together with other moneys of the County, shall be deposited into an escrow deposit trust fund (the "Escrow Fund") established pursuant to the Escrow Deposit Agreement, dated as of April 1, 2015, between the County and The Bank of New York Mellon Trust Company, N.A., Jacksonville, Florida, and held therein uninvested or, as permitted thereby, invested in direct obligations of the United States of America (the "Escrow Securities"), such that the principal of and interest on said Escrow Securities shall be sufficient to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds as the same become due or are redeemed prior to maturity. As to questions of fact material to our opinion, we have relied upon the representations of the County contained in the Resolution, and in the certified proceedings relating thereto and to the issuance of the Note and other certifications of public officials furnished to us in connection therewith, without undertaking to verify the same by independent investigation. Furthermore, we have assumed continuing compliance with the covenants and agreements contained in the Board of County Commissioners of Indian River County Page 2 April 9, 2015 Resolution. We have not undertaken an independent audit, examination, investigation or inspection of the matters described or contained in any agreements, documents, certificates, representations and opinions relating to the Note, and have relied solely on the facts, estimates and circumstances described and set forth therein. In our examination of the foregoing, we have assumed the genuineness of signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. Based on the foregoing, under existing law, we are of the opinion that: 1. The County is a duly created and validly existing political subdivision of the State of Florida. 2. The County has the right and power under the Constitution and laws of the State of Florida to adopt the Resolution, and the Resolution has been duly and lawfully adopted by the County, is in full force and effect in accordance with its terms and is valid and binding upon the County and enforceable in accordance with its terms, and no other authorization for the Resolution is required. The Resolution creates the valid pledge which it purports to create of the full faith and credit of Indian River County, Florida, subject to the limitation regarding the maximum 1/2 mill levy set forth in the Resolution, and subject to the provisions of the Resolution permitting the application thereof for the purposes and on the terms and conditions set forth in the Resolution. 3. The County is duly authorized and entitled to issue the Note, and the Note has been duly and validly authorized and issued by the County in accordance with the Constitution and laws of the State of Florida and the Resolution. The Note constitutes a valid and binding obligation of the County as provided in the Resolution, is enforceable in accordance with its terms and the terms of the Resolution and is entitled to the benefits of the Resolution and the laws pursuant to which it is issued. The Note shall be secured on the same basis under the Resolution with the unrefunded Limited Ad Valorem Tax Bonds, Series 2006 that are outstanding under the Resolution, to the extent and except as provided in the Resolution. No holder of the Note shall ever have the right to compel the exercise of any ad valorem taxing power of the County above the 1/2 mill limitation set forth in the Resolution, or the ad valorem taxing power of the State of Florida or any political subdivision, agency or department thereof other than the County to pay the Note. 4. Under existing statutes, regulations, rulings and court decisions, the interest on the Note (a) is excluded from gross income for federal income tax purposes and (b) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, it should be noted that with respect to certain corporations, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax. The opinions set forth in this paragraph are subject to the condition that the County comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Note in order that interest thereon be (or Board of County Commissioners of Indian River County Page 3 April 9, 2015 continues to be) excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements could cause the interest on the Note to be so included in gross income retroactive to the date of issuance of the Note. The County has covenanted in the Resolution to comply with all such requirements. Ownership of the Note may result in collateral federal tax consequences to certain taxpayers. We express no opinion regarding such federal tax consequences arising with respect to the Note. 5. The Note is an exempt security within the meaning of the Securities Act of 1933, as amended, and it is not necessary in connection with the sale of the Note to register the Note under the Securities Act of 1933, as amended, or to qualify the Resolution under the Trust Indenture Act of 1939, as amended. In rendering the opinions set forth above, we are relying upon (a) the arithmetical accuracy of certain computations included in schedules provided by First Southwest Company relating to the adequacy of the cash deposited in the Escrow Fund to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds, and (b) certifications of First Southwest Company regarding the same. The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent that the enforceability of the Resolution and the Note, respectively, may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. The opinions set forth herein are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the United States of America. The only opinions rendered hereby shall be those expressly stated as such herein, and no opinion shall be implied or inferred as a result of anything contained herein or omitted herefrom. This opinion is given as of the date hereof and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We have examined the form of the Note and, in our opinion, the form of the Note is regular and proper. Very truly yours, TALLAHASSEE 1500 Mahan Drive Suite 200 Tallahassee, Florida 32308 (850) 224-4070 Tel (850) 224-4073 Fax FORT LAUDERDALE 110 East Broward Boulevard Suite 1700 Fort Lauderdale, Florida 33301 (954) 315-3852 Tel Nabors Giblin & Nickers onPA Regions Capital Advantage, Inc. Birmingham, Alabama Re: $20,369,000 Indian River County, Florida Limited General Obligation Refunding Note, Series 2015 Dear Sir or Madam: 14 FORT MYERS 12731 World Plaza Lane Suite 2 Fort Myers, Florida 33907 (239) 288-4027 Tel (239) 288-4057 Fax TAMPA 2502 Rocky Point Drive Suite 1060 Tampa, Florida 33607 (813) 281-2222 Tel (813) 281-0179 Fax April 9, 2015 We have acted as Bond Counsel for Indian River County, Florida (the "County"), in connection with the issuance of the County's $20,369,000 Limited General Obligation Refunding Note, Series 2015 (the "Note"), issued pursuant to Resolution No. 2005-059 of the County, adopted May 17, 2005, as amended and supplemented, and particularly as supplemented by Resolution No. 2015-047 of the County, adopted April 7, 2015 (collectively, the "Resolution"), and we have participated in various proceedings relating thereto. All terms not otherwise defined herein shall have the meanings ascribed thereto in the Escrow Deposit Agreement, dated as of April 1, 2015 (the "Escrow Deposit Agreement"), between the County and The Bank of New York Mellon Trust Company, N.A. As to questions of fact material to our opinion, we have relied upon representations of the County contained in the Resolution, the Escrow Deposit Agreement, the certified proceedings and other certifications furnished to us by or on behalf of the County without undertaking to verify the same by independent investigation. In addition, the opinions set forth below are subject to the same limitations, reliance, assumptions and caveats as are set forth in our approving opinion addressed to the County of even date relating to the Note. Based on the foregoing, we are of the opinion, as of the date hereof and under existing law, that, assuming the deposit and application of cash in accordance with the provisions of the Escrow Deposit Agreement, such deposit and application will cause the pledge of the full faith and taxing authority of the County to the Refunded Bonds (as defined in the Bond Resolution) to cease, terminate and become void and discharged. In rendering the opinion set forth above, we are relying upon the arithmetical accuracy of certain computations included in schedules provided by First Southwest Company regarding amounts necessary to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds through and including July 1, 2016, the date of redemption thereof Regions Capital Advantage, Inc. Birmingham, Alabama Of even date herewith we have also delivered to the County our approving opinion as Bond Counsel with respect to the Note. This letter will confirm that you may rely on such opinion as if it were addressed to you; provided, however, no attorney-client relationship has existed or exists between our firm and yours in connection with the Note and by virtue of this letter or our approving opinion. This letter is delivered to you solely for your benefit as the initial purchaser of the Note and may not be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. Page 2 This letter is furnished by us in our capacity as Bond Counsel for the County and not as counsel to any other person. Very truly yours, /lam., /.c/t, �� BOARD OF COUNTY COMMISSIONERS OFFICE OF COUNTYAITORNFY Dylan R. Reingold, County Attorney William K. DeBraal, Deputy County Attorney Kate Pingolt-Cotner, Assistant County Attorney Board of County Commissioners of Indian River County Vero Beach, Florida Nabors, Giblin & Nickerson, P.A. Tampa, Florida Regions Capital Advantage, Inc. Birmingham, Alabama Re: $20,369,000 Indian River County, Florida Limited General Obligation Refunding Note, Series 2015 Dear Sir or Madam: April 9, 2015 This letter shall serve as the opinion of the County Attorney of Indian River County, Florida (the "Issuer"). I have participated in various proceedings in connection with the issuance by the Issuer of a $20,369,000 Indian River County, Florida Limited General Obligation Refunding Note, Series 2015 (the "Note"), issued pursuant to Resolution No. 2005-059 of the Issuer, adopted May 17, 2005, as amended and supplemented, and particularly as supplemented by Resolution No. 2015-047 of the Issuer, adopted April 7, 2015 (collectively, the "Resolution"). All terms not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. I am of the opinion that: 1. The Issuer is a political subdivision of the State of Florida, duly created and validly existing under the constitution and laws of the State of Florida, including particularly the Act, as defined below. 2. The Issuer has all requisite power and authority (a) to issue, sell and deliver the Note, (b) to adopt the Resolution, and (c) to carry out the transactions contemplated by the Resolution. 3. Under the Constitution and laws of the State of Florida, including particularly the Constitution of the State, Chapter 125, Part I, Florida Statutes, and the vote of the electors of the County on November 2, 2004 (the "Act"), the Resolution and all other such agreements and documents that are legally required to be executed, delivered or received by the Issuer (excluding 1801 27th Street, Vero Beach, Florida 32960-3365• (772) 226-1424• Fax (772) 569-4317 Board of County Commissioners of Indian River County Nabors, Giblin & Nickerson, P.A. Regions Capital Advantage, Inc. Page 2 April 9, 2015 post -closing filings) in order to carry out, give effect to and consummate the transactions contemplated by the Resolution, have been authorized by all necessary action on the part of the Issuer and such action remains in full force and effect, such documents have been executed and delivered by the Issuer and constitute valid and binding obligations of the Issuer, enforceable in accordance with their terms, assuming that they are the respective legal, valid, binding and enforceable obligations of the parties thereto other than the Issuer, except that the enforceability thereof may be subject to (a) the exercise of judicial discretion in accordance with general principles of equity, and (b) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable. 4. The Note (a) has been authorized and executed by the Issuer, (b) is a legal, valid, binding and special and limited obligation of the Issuer, enforceable in accordance with its terms, except that the enforceability thereof may be subject to (i) the exercise of judicial discretion in accordance with general principles of equity, and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable; and (c) is entitled to the benefits and security of the Resolution. 5. The Note is and constitutes a "Bond" under the Resolution, whereby the Note is secured by the full faith and credit of the County, subject to the limitation on millage set forth in the Resolution, on the same basis as the Limited Tax General Obligation Bonds, Series 2006 not refunded by the proceeds of the Note and still outstanding pursuant to the Resolution. 6. The Issuer has complied with the provisions of the Constitution and laws of the State of Florida, including the Act, required or necessary for the issuance and sale of the Note, and has properly adopted the Resolution and the Resolution is in full force and effect on the date hereof. 7. The issuance and sale of the Note to the Purchaser, the adoption of the Resolution and the compliance by the Issuer with the terms thereof and of the Note will not conflict with, or result in any breach of any of the provisions of, or constitute a default under any federal or State of Florida constitutional provision or statute, agreement, resolution or other instrument to which the Issuer is a party or by which it or its property is hound, or any license, judgment, decree, order, law, statute, ordinance or State of Florida governmental rule or regulation applicable to the Issuer which would result in the creation or imposition of any lien, charge, encumbrance or security interest in the property of the Issuer (other than as contemplated by the Resolution). Board of County Commissioners of Indian River County Nabors, Giblin & Nickerson, P.A. Regions Capital Advantage, Inc. Page 3 April 9, 2015 8. All consents, approvals or authorizations, if any, of any Florida governmental authority required on the part of the Issuer in connection with the adoption of the Resolution, the offer, issue, sale or delivery of the Note and the consummation of the transactions contemplated thereby have been obtained by the Issuer (but no representation is made as to consents, approvals or authorizations required to be obtained by the Purchaser). 9. The Issuer has not been served or notified in writing of any action, suit, proceeding or investigation and to my knowledge no action, suit, proceeding or investigation is pending against the Issuer or threatened against the Issuer (a) in any way affecting the existence of the Issuer or in any way challenging the respective powers of the several offices of the officials of the Issuer or the titles of the officials holding their respective offices; or (b) seeking to restrain or enjoin the issuance or delivery of the Note, or the collection of revenues or assets of the Issuer pledged or to be pledged to pay the principal of, premium, if any, and interest on the Note or in any way contesting or affecting the validity or enforceability of the Resolution or the Note, or contesting the powers of the Issuer or its authority with respect to the Resolution or the Note; (c) questioning or affecting the validity of any of the proceedings relating to the authorization, sale, execution, issuance or delivery of the Note; (d) questioning or affecting the Issuer's ability to refund the Refunded Bonds; or (c) in which a final adverse decision would materially adversely affect the ability of the Issuer to issue the Note or declare the Resolution or the Note or any of the foregoing documents to be invalid and unenforceable in whole or in part. 10. All actions taken by the Issuer in connection with the Resolution and the Note are legal and valid in all respects and none of the proceedings had, or actions taken, with respect to any of the foregoing, have been repealed, revoked or rescinded. Respectfully submitted, Dylan Reingold County Attorney ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT (the "Agreement"), dated April 1, 2015, by and between Indian River County, Florida (the "Issuer") and The Bank of New York Mellon Trust Company, N.A. (the "Escrow Agent"), a national banking association having its designated corporate trust office in Jacksonville, Florida, as escrow agent hereunder. WHEREAS, the Issuer has heretofore issued its Limited General Obligation Bonds, Series 2006 (the "Series 2006 Bonds"); and WHEREAS, the Issuer has determined to issue its $20,369,000 Limited General Obligation Refunding Note, Series 2015 (the "Series 2015 Note") pursuant to the terms of the Issuer's Resolution No. 2005-059 adopted May 17, 2005, as amended and supplemented from time to time, and as specifically supplemented by Resolution No. 2015-047 adopted on April 7, 2015 (collectively, the "Resolution") and desires to provide payment for the Series 2006 Bonds maturing in the years 2017 through 2021 (the "Refunded Bonds") as set forth on Schedule A attached hereto and discharge and satisfy the pledges, liens and other obligations of the Issuer under the Resolution; and WHEREAS, the issuance of the Series 2015 Note, the deposit of proceeds of the Series 2015 Note into an Escrow Fund (herein defined) to be held by the Escrow Agent and the discharge and satisfaction of the pledges, liens and other obligations of the Issuer under the Resolution in regard to the Refunded Bonds shall occur as a simultaneous transaction; and WHEREAS, this Agreement is intended to effectuate such simultaneous transaction; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. The Issuer represents that the recitals stated above are true and correct and incorporated herein. 2. Receipt of the Resolution is hereby acknowledged by the Escrow Agent. The applicable and necessary provisions of the Resolution are incorporated herein by reference. Reference herein to or citation herein of any provisions of the Resolution shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if the same were fully set forth herein. 3. The Issuer by this writing exercises its option to have the pledges, liens and obligations to the holders of the Refunded Bonds defeased, discharged and satisfied. 1 4. There is hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow fund designated the "Indian River County, Florida Limited General Obligation Bonds, Series 2006 Escrow Deposit Fund" (the "Escrow Fund"). The Escrow Fund shall be held in the custody of the Escrow Agent as an escrow fund for the benefit of the holders of the Refunded Bonds, separate and apart from other funds and accounts of the Issuer and the Escrow Agent. The Escrow Agent hereby accepts the Escrow Fund and acknowledges the receipt of and deposit to the credit of the Escrow Fund of the sum of $20,415,118.75 in immediately available funds. The Issuer represents that $20,315,118.75 of such amount constitutes proceeds of the Series 2015 Note, and the remainder of such funds are derived from amounts provided by the Issuer. For purposes of this Agreement, the Escrow Fund shall consist of a single fund with no sub -accounts. 5. The Escrow Agent represents and acknowledges that, subject to the provisions of Section 9 hereof, the amounts deposited into the Escrow Fund shall be held as cash therein. Any securities which shall be purchased for deposit into the Escrow Fund pursuant to Section 9 hereof, shall herein be referred to as the "Escrow Securities." 6. In reliance upon the schedules provided by First Southwest Company, the Issuer represents and warrants that the amount deposited into the Escrow Fund pursuant to Section 4 hereof is sufficient such that moneys will be available to the Escrow Agent in amounts sufficient and at the times required to pay the amounts of principal of, redemption premium, if any, and interest due and to become due on the Refunded Bonds as described in Schedule B attached hereto. If the amount on deposit therein shall be insufficient to make such redemption payments, the Issuer shall timely deposit to the Escrow Fund, solely from legally available funds of the Issuer, such additional amounts as may be required to pay the Refunded Bonds as described in Schedule B hereto. Notice of any insufficiency shall be given by the Escrow Agent to the Issuer as promptly as possible, but the Escrow Agent shall in no manner be responsible for the Issuer's failure to make such deposits. 7. The deposit into the Escrow Fund pursuant to Section 4 hereof shall constitute an irrevocable deposit in trust solely for the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds at such times and amounts as set forth in Schedule B hereto, and subject to the provisions of Section 9 and Section 17 hereof, such deposit shall be used solely for such purposes. 8. On each date which shall be an interest payment date for any of the Refunded Bonds, the Escrow Agent shall pay to the paying agent for the Refunded Bonds, from the moneys on deposit in the Escrow Fund, a sum sufficient to pay the amount due on the Refunded Bonds at the times provided in Schedule B hereto. The Escrow Agent is also required to pay the paying agent for the Refunded Bonds from the moneys on deposit in the Escrow Fund an amount sufficient to redeem the Refunded Bonds prior to their scheduled maturity dates as contemplated in Schedule B attached hereto. Any Escrow Securities purchased pursuant to Section 9 hereof shall be used to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds as the same mature or are redeemed. If any payment date shall be a day on which either the paying agent for the Refunded Bonds or the Escrow Agent is not open for acceptance or 2 which any change, modification or addition affects the rights of the holders of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section 13. 14. In consideration of the services rendered by the Escrow Agent under this Agreement, the Issuer agrees to and shall pay to the Escrow Agent a one-time fee of $1,000, and promptly on receipt of an invoice to pay all reasonable, customary and ordinary expenses, charges, attorneys' fees, costs and expenses, and other disbursements incurred by it in connection with publication of notices of redemption and appointment of a successor Escrow Agent hereunder. The Escrow Agent shall have no lien whatsoever upon any amount in said Escrow Fund for the payment of such proper fees and expenses. The Issuer hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and keep harmless the Escrow Agent and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements), which may be imposed on, incurred by, or asserted against, at any time, the Escrow Agent (whether or not also indemnified against the same by the Issuer or any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Agreement, the establishment of the Escrow Fund established hereunder, the acceptance of the funds and securities deposited hereunder, thereof and any payment, transfer or other application of funds or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided, however, that the Issuer shall not be required to indemnify the Escrow Agent against its own gross negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement or the sooner resignation or removal of the Escrow Agent and shall inure to the benefit of the Escrow Agent's successors and assigns. The Escrow Agent shall have no responsibilities to any person in connection herewith except those specifically provided herein and no covenants or obligations shall be read into this agreement against the Escrow Agent. The Escrow Agent shall not be responsible for anything done or omitted to be done by it except for its own gross negligence or willful misconduct in the performance of any obligation imposed on it hereunder. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated in making such determination only to exercise reasonable care and diligence, and in the event of error in making such determination, the Escrow Agent shall be liable only for its own gross negligence or willful misconduct. Notwithstanding any provision herein to the contrary, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent, except as herein specifically provided for, is not a party to, nor is it bound by nor need it give consideration to the terms or provisions of any other agreement or undertaking between the Issuer and other persons and the Escrow Agent assents to and is to give consideration only to the terms and provisions of this Agreement. 5 Unless it is specifically provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Account and to dispose of and deliver the same in accordance with this Agreement. The Escrow Agent shall conclusively rely and may act without liability, upon any written notice, request, waiver, opinion, consent, certificate, receipt, authorization, power of attorney, or other instrument or document which the Escrow Agent in good faith believes to be genuine and to be what it purports to be and the Escrow Agent shall be under no duty to make an investigation or inquiry as to matters contained in any such instrument or document. The Escrow Agent may consult with counsel with respect to any question relating to its duties or responsibilities hereunder or otherwise in connection herewith and shall not be liable for any action taken, suffered or omitted by the Escrow Agent in good faith upon the advice of such counsel. Any payment obligation of the Escrow Agent hereunder shall be paid from, and is limited to funds available, established and maintained hereunder and the Escrow Agent shall not be required to expend its own funds for the performance of its duties under this Agreement. The Escrow Agent may act through its agents and attorneys and shall not be responsible for any misconduct or negligence on the part of any such person so appointed with due care. The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitations, acts of God; earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. 15. On or before September 1, 2016, the Escrow Agent shall forward, in writing, to the Issuer, a statement in detail of the deposit and withdrawal of money from the Escrow Fund, since the date of this Agreement. 16. The Escrow Agent, at the time acting hereunder, may at any time resign and be discharged from the duties and obligations hereby created by giving not less than twenty (20) days' written notice to the Issuer and mailing notice thereof, specifying the date when such resignation will take effect to the holders of all Refunded Bonds then outstanding, but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding or by the Issuer as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. 6 The Escrow Agent may be replaced at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Agent and signed by the Issuer or the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding. Such instrument shall provide for the appointment of a successor Escrow Agent, which appointment shall occur simultaneously with the removal of the Escrow Agent. In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding by an instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly authorized in writing; provided, nevertheless, that in any such event, the Issuer shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding in the manner above provided, and any such temporary Escrow Agent so appointed by the Issuer shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders. The Issuer shall mail notice of any such appointment made by it at the times and in the manner described in the first paragraph of this Section 16. In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the Issuer pursuant to the foregoing provisions of this Section 16 within twenty (20) days after written notice of resignation of the Escrow Agent has been given to the Issuer, the holder of any of the Refunded Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers organized under the banking laws of the United States or any State, and shall have at the time of appointment capital and surplus of not less than $20,000,000. In the event of replacement or resignation of the Escrow Agent, the Escrow Agent shall have no further liability hereunder and the Issuer shall pay any applicable termination fees and expenses and indemnify and hold harmless Escrow Agent from any such liability, including costs or expenses (including legal fees, costs and expenses) incurred by Escrow Agent or its counsel. Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, duties and obligations of its predecessor; but such predecessor shall nevertheless, on the written request of such successor Escrow Agent or the Issuer execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, and powers of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all securities and moneys held by it 7 to its successor; provided, however, that before any such delivery is required to be made, all fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in full. Should any transfer, assignment or instrument in writing from the Issuer be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer. Any corporation into which the Escrow Agent, or any successor to it in the escrow created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or tax-free reorganization to which the Escrow Agent or any successor to it shall be a party shall be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 17. Except as otherwise provided herein, this Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Upon such termination, all moneys remaining in the Escrow Fund shall be released to the Issuer for deposit to the Revenue Fund under the Resolution. 18. This Agreement shall be governed by the applicable laws of the State of Florida without regard to conflict of law principles. 19. If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. 20. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. 8 21. Any notice, authorization, request or demand required or permitted to be given in accordance with the terms of this Agreement shall be in writing and sent by registered or certified mail addressed to: The Bank of New York Mellon Trust Company, NA. 10161 Centurion Parkway Jacksonville, Florida 32256 Attention: Corporate Trust Indian River County, Florida 1801 27th Street Vero Beach, Florida 32960-3365 Attention: Chairman 9 BF2004-A and BF2004-B ."" NOTE: The following items are required to be completed in full for all bond issues exceptthose sold pursuant to Section 154 Part III, Sections 159 Parts II, III or V; or Section 243 Part II, Florida Statutes. 23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY SUCH UNDERWRITER OR CONSULTANT: NO FEE, BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT (1) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (2) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (3) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (4) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: 24. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS: NO FEES PAID BY ISSUER (1) COMPANY NAME Nabors, Giblin & Nickerson, P.A. FEE PAID: $ 15,000 SERVICE PROVIDED or FUNCTION SERVED: Bond Counsel (2) COMPANY NAME First Southwest Company FEE PAID: $ 24,276.75 SERVICE PROVIDED or FUNCTION SERVED: Financial Advisor (3) COMPANY NAME McGuire Woods FEE PAID: $ 5,000 SERVICE PROVIDED or FUNCTION SERVED: Bank Counsel (UNLESS YOU ARE EXEMPT FROM FILING A BF2004), PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE GOVERNING BODY OF THE UNIT OF LOCAL GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOR COORDINATING THE ISSUANCE OF THE NDS: NAME (Typed/Printed • Wesley S. Davis SIGNATURE: TITLE: Chairman 4 DATE: April 9, 2015 Nor BF2004-B ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE 25. MANAGEMENT FEE CHARGED BY UNDERWRITER: $ PER THOUSAND PAR VALUE. OR PRIVATE PLACEMENT FEE: $ ✓ NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE 26. UNDERWRITER'S EXPECTED GROSS SPREAD: $ PER THOUSAND PAR VALUE. 1 NO GROSS SPREAD PART /V. CONTINUING DISCLOSURE INFORMATION In order to better serve local governments, the Division of Bond Finance will remind issuers as their deadlines approach for filing continuing disclosure information required by SEC Rule 15c2-12, based on the following information: 27. Is the issuer required to provide continuing disclosure information in accordance with SEC Rule 15c2-12? Yes ✓ No 28. If yes, on what date is the continuing disclosure information required to be filed? 29. Provide the following information regarding the person(s) responsible for filing continuing disclosure information required by SEC Rule 15c2-12 and the continuing disclosure agreement (including other obligated parties, if appropriate). Name: Title: Mailing Address: Telephone Number: FAX Number: E-mail address (if e-mail notification is requested): PART V. RETURN THIS FORM AND THE FINAL OFFICIAL STATEMENT, IF ONE WAS PREPARED, TO: Courier Deliveries: Division of Bond Finance State Board of Administration 1801 Hermitage Blvd., Suite 200 Tallahassee, FL 32308 Mailing Address: Division of Bond Finance State Board of Administration P. O. Drawer 13300 Tallahassee, FL 32317-3300 Phone: 850/413-1304 or 413-1305 FAX: 850/413-1315 REVISED Dec. 9, 2002 / bfcombo 5 10 April 9, 2015 Board of County Commissioners of Indian River County, Florida Vero Beach, Florida Re: Indian River County, Florida Limited General Obligation Refunding Note, Series 2015 Commissioners: In connection with the proposed issuance by Indian River County, Florida (the "Issuer") of its $20,369,000 Limited General Obligation Refunding Note, Series 2015 (the "Note"), Regions Capital Advantage, Inc. (the "Purchaser") has committed to purchase the Note. The purpose of this letter is to furnish pursuant to the provisions of Section 218.385(2), Florida Statutes, certain information in respect of the arrangements contemplated for the purchase of the Note as follows: (a) The nature and estimated amount of expenses to be incurred by the Purchaser in connection with the purchase of the Note are set forth on Schedule A attached hereto. (b) No person has entered into an understanding with the Purchaser, or to the knowledge of the Purchaser with the Issuer, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or impliedly, to act solely as an intermediary between the Issuer and the Purchaser, for the purpose of influencing any transaction in the purchase of the Note. (c) The Note will be purchased at par; consequently, there is no underwriting spread. (d) No management fee will be paid to the Purchaser. (e) No other fee, bonus or other compensation is estimated to be paid by the Purchaser in connection with the issuance of the Note to any person not regularly employed or retained by the Purchaser (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes). (f) No dealer firms were associated by the Purchaser for the purpose of underwriting the purchase of the Note. (g) The Issuer is proposing to issue $20,369,000 of debt pursuant to Resolution No. 2005-059, adopted on May 17, 2005, as amended and supplemented, particularly as supplemented by Resolution No. 2015-047, adopted April 7, 2015 (collectively, the "Resolution"). This debt or obligation is expected to be repaid over a period of approximately 6.25 years. At an interest rate of 1.66%, total interest paid over the life of the debt or obligation is estimated to be $1,357,558.05. (h) The source of repayment or security for this proposal is a limited pledge of ad valorem tax revenues imposed and generated by the County to pay principal of and interest on the Note. Authorizing this debt or obligation will result in an annual amount ranging from approximately $397,017 to $4,418,649 paid by the taxpayers of the County. We understand that you do not require any further disclosure from the Purchaser pursuant to Section 218.385(2), Florida Statutes. Very truly yours, REGIONS CAPITAL ADVANTAGE, INC. By: k > L i �"' Title: President 11 REGIONS CAPITAL ADVANTAGE, INC. 1900 5th Avenue North, Suite 2400 Birmingham, Alabama 35203 April 9, 2015 Chairman Board of County Commissioners Indian River County, Florida Vero Beach, Florida Nabors, Giblin & Nickerson, P.A. Tampa, Florida To Whom It May Concern: We certify that the following are true and correct in relation to the loan by Regions Capital Advantage, Inc. (the "Lender") of $20,369,000, evidenced by the Limited General Obligation Refunding Note, Series 2015 (the "2015 Note") dated April 9, 2015, and delivered by Indian River County, Florida (the "Borrower") pursuant to Resolution No. 2005-059 duly adopted by the Borrower on May 17, 2005, as amended and supplemented, and particularly as supplemented by Resolution No. 2015-047 duly adopted by the Borrower on April 7, 2015 (collectively, the "Resolution"). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto by the Resolution. 1. The Lender is (i) an "accredited investor" (as defined under Regulation D under the Securities Act of 1933, as amended (the "1933 Act")) or (ii) a "qualified institutional buyer" (as defined under Rule 144A under the 1933 Act). 2. The Lender is an entity that is engaged as a regular part of its business in making loans. 3. The Lender has made its own inquiry and analysis with respect to the Borrower, the 2015 Note and the security therefor, and other material factors affecting the security for and payment of the 2015 Note. 4. The Lender has received the financial information requested by the Lender from the Borrower in connection with the 2015 Note and has been afforded the opportunity to examine such documents and receive such written information concerning the terms and conditions of the 2015 Note and the financial condition and creditworthiness of the Borrower as the Lender has deemed necessary to receive in connection with determining whether to make the loan evidenced by the 2015 Note (the "Loan"). 5. The Lender has not relied upon any representations made by any officials of the Borrower, its agents, employees, counsel or representatives, in reaching its decision to make the Loan, other than the certificates, opinions, resolutions, or other documents executed in relation to the delivery to the Lender of the 2015 Note, but has relied solely upon the documentation referred to in this and the preceding paragraph. 6. The Lender understands that (i) the Loan is evidenced by the 2015 Note, (ii) there is only one 2015 Note, and the aggregate principal amount of the 2015 Note is the Principal Amount set forth on such 2015 Note, (iii) the 2015 Note may not be transferred except as provided in the Resolution and in the Note, and (iv) any transfer must be to a Permitted Lender. 7. The Lender is not acting as a broker or other intermediary and is acquiring the 2015 Note for its own account as evidence of a privately placed loan and not with a present view to the resale or other distribution of all or any part thereof or any interest therein to others. 8. The interest rate established for the 2015 Note was established at arms length between the Lender and the Borrower. 9. The Lender further represents, warrants and covenants that: (i) it is not funding the Loan for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. (ii) it understands that so long as it is not, in the opinion of bond counsel, required by any applicable law, regulation, rating agency standard or rule of an applicable regulatory agency, the Borrower does not intend to make any filing with respect to the Loan with the Electronic Municipal Market Access system of the Municipal Securities Rulemaking Board's continuing disclosure site; (iii) it understands that no CUSIP will be obtained with respect thereto; and (iv) it understands the 2015 Note carries no rating from any credit rating agency. This letter is furnished by us as Lender based solely on our knowledge on the day hereof and is solely for the benefit of the Borrower and Nabors, Giblin & Nickerson, P.A., as bond counsel for the Borrower, and may not be relied upon by or published or communicated to, any other person without our express written consent. The Lender disclaims any obligation to supplement this letter to reflect any facts or circumstances that may hereafter come to the Lender's attention. REGIONS CAPITAL ADVANTAGE, INC. By: Its: President CROSS RECEIPT Board of County Commissioners of Indian River County, Florida Vero Beach, Florida Dear Commissioners: 12 April 9, 2015 We have deposited for your account the amount of $20,369,000 for payment of your $20,369,000 Indian River County, Florida Limited General Obligation Refunding Note, Series 2015, received today from you by the undersigned. The undersigned hereby acknowledges receipt of said Note. REGIONS CAPITAL ADVANTAGE, INC. By: Title: President Please acknowledge receipt of the foregoing deposit by signing and returning a copy of this letter. INDIAN RIVER COUNTY, FLORIDA Clerk of the Circuit Court and Ex -Officio Clerk of the Board of County Commissioners of Indian River County, Florida SIGNATURE PAGE OF THE ISSUER FOR ESCROW DEPOSIT AGREEMENT IN WITNESS WHEREOF, the parties hereto have made and executed this Escrow Deposit Agreement to be executed by their duly authorized officers or agents and appointed officials and their seals to be hereunder affixed and attested as of the date first above written. ATTEST: INDIAN RIVER COUNTY, FLORIDA 10 AMENDED AND RESTATED ESCROW DEPOSIT AGREEMENT AMENDED AND RESTATED ESCROW DEPOSIT AGREEMENT (the "Agreement"), dated April 1, 2015, by and between Indian River County, Florida (the "Issuer") and The Bank of New York Mellon Trust Company, N.A. (the "Escrow Agent"), a national banking association having its designated corporate trust office in Jacksonville, Florida, as escrow agent hereunder. WHEREAS, the Issuer has heretofore issued its Limited General Obligation Bonds, Series 2006 (the "Series 2006 Bonds"); and WHEREAS, the Issuer has determined to issue its $20,369,000 Limited General Obligation Refunding Note, Series 2015 (the "Series 2015 Note") pursuant to the terms of the Issuer's Resolution No. 2005-059 adopted May 17, 2005, as amended and supplemented from time to time, and as specifically supplemented by Resolution No. 2015-047 adopted on April 7, 2015 (collectively, the "Resolution") and desires to provide payment for the Series 2006 Bonds maturing in the years 2017 through 2021 (the "Refunded Bonds") as set forth on Schedule A attached hereto and discharge and satisfy the pledges, liens and other obligations of the Issuer under the Resolution; and WHEREAS, the issuance of the Series 2015 Note, the deposit of proceeds of the Series 2015 Note into an Escrow Fund (herein defined) to be held by the Escrow Agent and the discharge and satisfaction of the pledges, liens and other obligations of the Issuer under the Resolution in regard to the Refunded Bonds has occurred as a simultaneous transaction; WHEREAS, the Issuer and the Escrow Agent have previously entered into that certain Escrow Deposit Agreement, dated as of April 1, 2015, and desire to amend and restate the same to reflect the investment of certain amounts held by the Escrow Agent hereunder; and WHEREAS, this Agreement is intended to effectuate such transaction; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. The Issuer represents that the recitals stated above are true and correct and incorporated herein. 2. Receipt of the Resolution is hereby acknowledged by the Escrow Agent. The Escrow Agent also acknowledges receipt of the verification report of GNP Services, CPA, PA, dated April 16, 2015 (the "Verification Report"). The applicable and necessary provisions of the Resolution are incorporated herein by reference. Reference herein to or citation herein of any provisions of the Resolution or the Verification Report shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if the same were fully set forth herein. 1 3. The Issuer by this writing exercises its option to have the pledges, liens and obligations to the holders of the Refunded Bonds defeased, discharged and satisfied. 4. There is hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow fund designated the "Indian River County, Florida Limited General Obligation Bonds, Series 2006 Escrow Deposit Fund" (the "Escrow Fund"). The Escrow Fund shall be held in the custody of the Escrow Agent as an escrow fund for the benefit of the holders of the Refunded Bonds, separate and apart from other funds and accounts of the Issuer and the Escrow Agent. The Escrow Agent hereby accepts the Escrow Fund and acknowledges the receipt of and deposit to the credit of the Escrow Fund of the sum of $20,415,118.75 in immediately available funds. The Issuer represents that $20,315,118.75 of such amount constitutes proceeds of the Series 2015 Note, and the remainder of such funds are derived from amounts provided by the Issuer. For purposes of this Agreement, the Escrow Fund shall consist of a single fund with no sub-accounts. 5. The Escrow Agent represents and acknowledges that, at the Issuer's direction, it has used $20,340,690.85 of the amounts deposited into the Escrow Fund deposit to purchase on behalf of and for the account of the Issuer, certain direct non-callable obligations of the United States of America (the "Initial Escrow Securities"), in the aggregate principal or par amount of $19,972,000 which are described in Schedule A hereto, and the Escrow Agent will deposit such obligations in the Escrow Fund. The remaining $74,427.90 (the "Cash Deposit") shall be held as cash in the Escrow Fund. Any securities which shall be on deposit in the Escrow Fund, including the Initial Escrow Securities, shall herein be referred to as the "Escrow Securities." 6. In reliance upon the Verification Report, the Issuer represents and warrants that the interest on and the principal amounts successively maturing on the Escrow Securities in accordance with their terms (without consideration of any reinvestment of such maturing principal and interest), together with the Cash Deposit, are sufficient such that moneys will be available to the Escrow Agent in amounts sufficient and at the times required to pay the amounts of principal of, redemption premium, if any, and interest due and to become due on the Refunded Bonds as described in Schedule B attached hereto. If the Escrow Securities shall be insufficient to make such redemption payments, the County shall timely deposit to the Escrow Fund, solely from legally available funds of the County, such additional amounts as may be required to pay the Refunded Bonds as described in Schedule B hereto. Notice of any insufficiency shall be given by the Escrow Agent to the County as promptly as possible, but the Escrow Agent shall in no manner be responsible for the County's failure to make such deposits. 7. The deposit of the Escrow Securities in the Escrow Fund shall constitute an irrevocable deposit of federal securities in trust solely for the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds at such times and amounts as set forth in Schedule B hereto, and subject to the provisions of Section 9 and Section 17 hereof, the principal of and interest earnings on such Escrow Securities and the Cash Deposit shall be used solely for such purposes. 2 8. On each date which shall be an interest payment date for any of the Refunded Bonds, the Escrow Agent shall pay to the paying agent for the Refunded Bonds, from the moneys on deposit in the Escrow Fund, a sum sufficient to pay the amount due on the Refunded Bonds at the times provided in Schedule B hereto. The Escrow Agent is also required to pay the paying agent for the Refunded Bonds from the moneys on deposit in the Escrow Fund an amount sufficient to redeem the Refunded Bonds prior to their scheduled maturity dates as contemplated in Schedule B attached hereto. The Escrow Securities shall be used to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds as the same mature or are redeemed. If any payment date shall be a day on which either the paying agent for the Refunded Bonds or the Escrow Agent is not open for acceptance or delivery of funds, then the Escrow Agent may make payment on the next business day. The liability of the Escrow Agent for the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds pursuant to this Agreement shall be limited to the application of the Escrow Securities and the earnings thereon and the cash deposit available for such purposes in the Escrow Fund. 9. Moneys deposited in the Escrow Fund shall be invested only in the Escrow Securities listed in Schedule A hereto and, except as provided in Section 5 hereof and in this Section 9, neither the County nor the Escrow Agent shall otherwise invest or reinvest any moneys in the Escrow Fund. Except as provided in Section 5 hereof and in this Section 9, the Escrow Agent may not sell or otherwise dispose of the amount initially deposited into the Escrow Fund pursuant to Section 4 hereof and reinvest the proceeds thereof in securities nor may it substitute securities for any purchased Escrow Securities, except upon written direction of the Issuer and where, prior to any such reinvestment or substitution, the Escrow Agent has received from the Issuer the following: (a) a written verification report by an independent certified public accountant or firm of independent certified public accountants, of recognized standing, appointed by the Issuer, addressed to the Issuer and the Escrow Agent, stating that after such reinvestment or substitution the principal amount of Escrow Securities, together with the interest therein, will be sufficient to pay the Refunded Bonds as described in Schedule B hereto; and (b) a written opinion of Bond Counsel to the effect that (i) such investment will not cause the Refunded Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code, as amended, and the regulations promulgated thereunder or otherwise cause the interest on the Refunded Bonds to be included as gross income for purposes of federal income taxation, and (ii) such investment does not violate any provision of Florida law or of the Resolution; provided, that the Escrow Agent shall not release any Escrow Securities then held in the Escrow Fund for such sale, transfer, exchange, redemption or other disposition until the Escrow Agent shall be in possession of the proceeds thereof or the substituted securities. 3 In the event the above-referenced verification concludes that there are surplus moneys in the Escrow Fund, such surplus moneys shall be released, upon written request, to the Issuer upon its written direction. The Escrow Fund shall continue in effect until the date upon which the Escrow Agent makes the final payment to the paying agent for the Refunded Bonds in an amount sufficient to pay the Refunded Bonds as described in Schedule B hereto, whereupon the Escrow Agent shall sell upon written direction from the Issuer or redeem any Escrow Securities remaining in the Escrow Fund, and shall remit to the Issuer the proceeds thereof, together with all other money, if any, then remaining in the Escrow Fund. 10. The Issuer has been advised by counsel that, concurrently with the cash deposit set forth in Section 4 hereof, the Refunded Bonds are hereby deemed to have been paid and discharged within the meaning and with the effect expressed in the Resolution. The Issuer hereby irrevocably instructs the Escrow Agent to cause the paying agent for the Refunded Bonds to give notice of redemption of the Refunded Bonds in the manner provided in the Resolution, and the Escrow Agent hereby agrees to perform said function. The Refunded Bonds shall be redeemed on July 1, 2016 at a redemption price of 100% of par, plus accrued interest. 11. Concurrently with the cash deposit set forth in Section 4 hereof, the Refunded Bonds shall be deemed to have been paid within the meaning and with the effect expressed in the Resolution. Within thirty (30) days of the deposit of moneys into the Escrow Fund, the Escrow Agent, on behalf of the Issuer, shall cause the paying agent for the Refunded Bonds to mail to the Holders of the Refunded Bonds the notice substantially in the form provided in Schedule C attached hereto. Within ten (10) days of such deposit, the Escrow Agent shall post the notice of defeasance on the Municipal Securities Rulemaking Board's EMMA website; provided however, that the Escrow Agent shall not have any liability to any party in connection with any failure to timely file such notice with the Municipal Securities Rulemaking Board's EMMA website and the sole remedy available shall be an action by the holders of the Refunded Bonds in mandamus for specific performance or similar remedy to compel performance. 12. The Escrow Fund hereby created shall be irrevocable and the holders of the Refunded Bonds shall have an express lien on all amounts on deposit in the Escrow Fund pursuant to the terms hereof until paid out, used and applied in accordance with this Agreement and the Resolution. Neither the Issuer nor the Escrow Agent shall cause nor permit any other lien or interest whatsoever to be imposed upon the Escrow Fund. 13. This Agreement is made for the benefit of the Issuer and the holders from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended or supplemented in whole or in part without the written consent of all such holders of the Refunded Bonds and the written consent of the Escrow Agent; provided, however, that the Issuer and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; 4 (b) to grant, or confer upon, the Escrow Agent for the benefit of the holders of the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of Bond Counsel with respect to compliance with this Section 13, including the extent, if any, to which any change, modification or addition affects the rights of the holders of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section 13. 14. In consideration of the services rendered by the Escrow Agent under this Agreement, the Issuer agrees to and shall pay to the Escrow Agent a one-time fee of $1,000, and promptly on receipt of an invoice to pay all reasonable, customary and ordinary expenses, charges, attorneys' fees, costs and expenses, and other disbursements incurred by it in connection with publication of notices of redemption and appointment of a successor Escrow Agent hereunder. The Escrow Agent shall have no lien whatsoever upon any amount in said Escrow Fund for the payment of such proper fees and expenses. The Issuer hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and keep harmless the Escrow Agent and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements), which may be imposed on, incurred by, or asserted against, at any time, the Escrow Agent (whether or not also indemnified against the same by the Issuer or any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Agreement, the establishment of the Escrow Fund established hereunder, the acceptance of the funds and securities deposited hereunder, thereof and any payment, transfer or other application of funds or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided, however, that the Issuer shall not be required to indemnify the Escrow Agent against its own gross negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement or the sooner resignation or removal of the Escrow Agent and shall inure to the benefit of the Escrow Agent's successors and assigns. The Escrow Agent shall have no responsibilities to any person in connection herewith except those specifically provided herein and no covenants or obligations shall be read into this agreement against the Escrow Agent. The Escrow Agent shall not be responsible for anything done or omitted to be done by it except for its own gross negligence or willful misconduct in the performance of any obligation imposed on it hereunder. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated in making such determination only to exercise reasonable care and diligence, and in the event of error in making such determination, the Escrow Agent 5 shall be liable only for its own gross negligence or willful misconduct. Notwithstanding any provision herein to the contrary, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent, except as herein specifically provided for, is not a party to, nor is it bound by nor need it give consideration to the terms or provisions of any other agreement or undertaking between the Issuer and other persons and the Escrow Agent assents to and is to give consideration only to the terms and provisions of this Agreement. Unless it is specifically provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Account and to dispose of and deliver the same in accordance with this Agreement. The Escrow Agent shall conclusively rely and may act without liability, upon any written notice, request, waiver, opinion, consent, certificate, receipt, authorization, power of attorney, or other instrument or document which the Escrow Agent in good faith believes to be genuine and to be what it purports to be and the Escrow Agent shall be under no duty to make an investigation or inquiry as to matters contained in any such instrument or document. The Escrow Agent may consult with counsel with respect to any question relating to its duties or responsibilities hereunder or otherwise in connection herewith and shall not be liable for any action taken, suffered or omitted by the Escrow Agent in good faith upon the advice of such counsel. Any payment obligation of the Escrow Agent hereunder shall be paid from, and is limited to funds available, established and maintained hereunder and the Escrow Agent shall not be required to expend its own funds for the performance of its duties under this Agreement. The Escrow Agent may act through its agents and attorneys and shall not be responsible for any misconduct or negligence on the part of any such person so appointed with due care. The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. 15. On or before September 1, 2016, the Escrow Agent shall forward, in writing, to the Issuer, a statement in detail of the deposit and withdrawal of money from the Escrow Fund, since the date of this Agreement. 16. The Escrow Agent, at the time acting hereunder, may at any time resign and be discharged from the duties and obligations hereby created by giving not less than twenty (20) days' written notice to the Issuer and mailing notice thereof, specifying the date when such 6 resignation will take effect to the holders of all Refunded Bonds then outstanding, but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding or by the Issuer as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. The Escrow Agent may be replaced at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Agent and signed by the Issuer or the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding. Such instrument shall provide for the appointment of a successor Escrow Agent, which appointment shall occur simultaneously with the removal of the Escrow Agent. In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding by an instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly authorized in writing; provided, nevertheless, that in any such event, the Issuer shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding in the manner above provided, and any such temporary Escrow Agent so appointed by the Issuer shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders. The Issuer shall mail notice of any such appointment made by it at the times and in the manner described in the first paragraph of this Section 16. In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the Issuer pursuant to the foregoing provisions of this Section 16 within twenty (20) days after written notice of resignation of the Escrow Agent has been given to the Issuer, the holder of any of the Refunded Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers organized under the banking laws of the United States or any State, and shall have at the time of appointment capital and surplus of not less than $20,000,000. In the event of replacement or resignation of the Escrow Agent, the Escrow Agent shall have no further liability hereunder and the Issuer shall pay any applicable termination fees and expenses and indemnify and hold harmless Escrow Agent from any such liability, including costs or expenses (including legal fees, costs and expenses) incurred by Escrow Agent or its counsel. 7 Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, duties and obligations of its predecessor; but such predecessor shall nevertheless, on the written request of such successor Escrow Agent or the Issuer execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, and powers of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all securities and moneys held by it to its successor; provided, however, that before any such delivery is required to be made, all fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in full. Should any transfer, assignment or instrument in writing from the Issuer be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer. Any corporation into which the Escrow Agent, or any successor to it in the escrow created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or tax-free reorganization to which the Escrow Agent or any successor to it shall be a party shall be the successor Escrow Agent under this Agreement without the execution or tiling of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 17. Except as otherwise provided herein, this Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Upon such termination, all moneys remaining in the Escrow Fund shall be released to the Issuer for deposit to the Revenue Fund under the Resolution. 18. This Agreement shall be governed by the applicable laws of the State of Florida without regard to conflict of law principles. 19. If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. 20. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. 8 21. Any notice, authorization, request or demand required or permitted to be given in accordance with the terms of this Agreement shall be in writing and sent by registered or certified mail addressed to: The Bank of New York Mellon Trust Company, NA. 10161 Centurion Parkway Jacksonville, Florida 32256 Attention: Corporate Trust Indian River County, Florida 1801 27th Street Vero Beach, Florida 32960-3365 Attention: Chairman SIGNATURE PAGE OF THE ISSUER FOR ESCROW DEPOSIT AGREEMENT IN WITNESS WHEREOF, the parties hereto have made and executed this Escrow Deposit Agreement to be executed by their duly authorized officers or agents and appointed officials and their seals to be hereunder affixed and attested as of the date first above written. ,r e� � `s's�oA INDIAN RIVER COUNTY, FLORIDA %.1% • • tiv RCOUN�;.• ATTEST: • fC:irkJ.R. SMITH CLERK CIRCUIT COURT Wesley S. Davis, Chairman Approved April 7, 2015 10 SIGNATURE PAGE OF THE ESCROW AGENT FOR ESCROW DEPOSIT AGREEMENT IN WITNESS WHEREOF, the parties hereto have made and executed this Escrow Deposit Agreement to be executed by their duly authorized officers and appointed officials and, in the case of the Issuer, their seals to be hereunder affixed and attested as of the date first above written. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Agent By: Ti e: Authorized Officer 11 NOTICE OF DEFEASANCE CUSIP NUMBERS: SCHEDULE C Notice is hereby given by Indian River County, Florida (the "Issuer") of the defeasance of the Issuer's Limited General Obligation Bonds, Series 2006 maturing in the years 2017 through 2021 (the "Refunded Bonds"). The Issuer has caused to be deposited in trust with The Bank of New York Mellon Trust Company, N.A., pursuant to an Escrow Deposit Agreement, dated as of April 1, 2015 (the "Escrow Deposit Agreement") obligations of the United States of America the principal and interest on which will be available for the payment of interest on the Refunded Bonds through July 1, 2016 and to redeem the Refunded Bonds on July 1, 2016 at a price of 100% of the principal amount thereof. In accordance with the provisions of Resolution No. 2005-059, adopted May 17, 2005, as amended and supplemented, the Refunded Bonds have been paid and the holders thereof shall have the right to look only to amounts held pursuant to the Escrow Deposit Agreement for payment of the Refunded Bonds. The Refunded Bonds will be redeemed in full on July 1, 2016. This notice is an informational notice only and is not a notice of redemption. No action is required of registered owners of Refunded Bonds at this time. Registered owners of Refunded Bonds will be notified at least 30 days prior to July 1, 2016 of the redemption of the Refunded Bonds on July 1, 2016, which notice will include the correct address for forwarding of bonds for payment. INDIAN RIVER COUNTY, FLORIDA /s/ Wesley S. Davis Chairman FlrstSouthwest 450 South Orange Avenue Suite 460 Orlando, Florida 32801 407.426.9611 Direct 407.426.7835 Fax Date: April 1, 2015 (Closing Date: April 9, 2015) To: Distribution List Memorandum Edward D. Stull, Jr. Managing Director ed.stull@firstsw.com Subject: Indian River County, Florida $20,369,000 Limited General Obligation Refunding Note, Series 2015 This memorandum will outline information for the closing of the $20,369,000 Indian River County, Florida Limited General Obligation Refunding Note, Series 2015 (the "Series 2015 Note") and summarizes the money and document transfers necessary for closing. Unless otherwise noted, all funds will be delivered in Federal Funds. I. SCHEDULE Pre -Closing Date: Tuesday, April 7, 2015 Time: Immediately following the Commission Meeting Place: Indian River 1801 27th Street Vero Beach, FL 32960 Contact: Jason Brown, Director OMB (772) 226-1214 CLOSING Date: Thursday, April 9, 2015 II. DELIVERY AND AUTHENTICATION OF SERIES 2015 NOTE Nabors, Giblin, & Nickerson, P.A. ("Bond Counsel") will prepare one Series 2015 Note in the aggregate principal amount of $20,369,000 which will mature on July 1, 2021 and will be registered in the name of Regions Capital Advantage, Inc. (the "Purchaser"). The Series 2015 Note shall bear interest at a fixed rate of 1.66% per annum, subject to adjustment as provided therein. III. SETTLEMENTS FROM THE PURCHASER Note Proceeds transfer from the Purchaser is as follows: Total Par Amount Total Transfer Amount Total Transfer Amount from the Purchaser will be applied as follows: $ 20,369,000.00 S 20,369,000.00 Total Escrow Cash Deposit $ 20,315,118.75 Cost of Issuance 53,881.25 Total Transfer Amount $ 20,369,000.00 IV. SETTLEMENTS FROM THE COUNTY Transfer from the County is as follows: Total Issuer Contribution Total Transfer Amount Total Transfer Amount from the County will be applied as follows: $ 100,000.00 $ 100,000.00 Total Escrow Cash Deposit Total Transfer Amount V. TRANSFER OF SERIES 2015 NOTE PROCEEDS $ 100,000.00 $ 100,000.00 On April 9, 2015, after all note documents have been executed, the Purchaser will transfer funds consisting of two (2) wires totaling $20,369,000.00 (the "Purchase Price"). Transfer of funds from the Purchaser consists of (i) $20,315,118.75 to be sent to The Bank of New York Mellon Trust Company, N.A. ("Escrow Agent") for deposit to the Escrow Fund; and (ii) $53,881.25 to be sent to the County for costs of issuance associated with the issuance of the Series 2015 Note. Wire instructions are below. 1. Transfer of Funds from the Purchaser to the Escrow Agent: Amount: $20,315,118.75 To: The Bank of New York Mellon 101 Barclay New York, NY 10286 ABA#: 021000018 Account #: 1856528400 Acct Name: Indian River GO 2015 Esc 2006 Attn: Jan Scott (904) 645-1980 2 SIGNATURE PAGE OF THE ESCROW AGENT FOR ESCROW DEPOSIT AGREEMENT IN WITNESS WHEREOF, the parties hereto have made and executed this Escrow Deposit Agreement to be executed by their duly authorized officers and appointed officials and, in the case of the Issuer, their seals to be hereunder affixed and attested as of the date first above written. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Agent By: Clv' "L! e: Authorized Officer 11 NOTICE OF DEFEASANCE CUSIP NUMBERS: SCHEDULE C Notice is hereby given by Indian River County, Florida (the "Issuer") of the defeasance of the Issuer's Limited General Obligation Bonds, Series 2006 maturing in the years 2017 through 2021 (the "Refunded Bonds"). The Issuer has caused to be deposited in trust with The Bank of New York Mellon Trust Company, N.A., pursuant to an Escrow Deposit Agreement, dated as of April 1, 2015 (the "Escrow Deposit Agreement") obligations of the United States of America the principal and interest on which will be available for the payment of interest on the Refunded Bonds through July 1, 2016 and to redeem the Refunded Bonds on July 1, 2016 at a price of 100% of the principal amount thereof. In accordance with the provisions of Resolution No. 2005-059, adopted May 17, 2005, as amended and supplemented, the Refunded Bonds have been paid and the holders thereof shall have the right to look only to amounts held pursuant to the Escrow Deposit Agreement for payment of the Refunded Bonds. The Refunded Bonds will be redeemed in full on July 1, 2016. This notice is an informational notice only and is not a notice of redemption. No action is required of registered owners of Refunded Bonds at this time. Registered owners of Refunded Bonds will be notified at least 30 days prior to July 1, 2016 of the redemption of the Refunded Bonds on July 1, 2016, which notice will include the correct address for forwarding of bonds for payment. INDIAN RIVER COUNTY, FLORIDA /s/ Wesley S. Davis Chairman C-1 2. Transfer of Funds from the Purchaser to the County for Costs of Issuance: Amount: $53,881.25 To: Wells Fargo Bank, N.A. 1001 20th Place Vero Beach, F132960 (772) 569-5500 Routing Number: 121000248 Account Number: 2000044270289 Account Name: Indian River Co Bcc Concentration Account Account Address: 1801 27th St, Bldg A Vero Beach, F132960 Phone Number: (772) 226-1945 VI. TRANSFER OF FUNDS FROM THE COUNTY On or prior to the morning of April 9, 2015, the County will transfer funds consisting of one (1) wire totaling $100,000.00 of Issuer Contribution to be sent to the Escrow Agent for deposit into the Escrow Fund. Wire instructions are below. 1. Transfer of Funds from the County to the Escrow Agent: Amount: $100,000.00 To: The Bank of New York Mellon 101 Barclay New York, NY 10286 ABA#: 021000018 Account #: 1856528400 Acct Name: Indian River GO 2015 Esc 2006 Attn: Jan Scott (904) 645-1980 VII. RECEIPT OF FUNDS BY THE ESCROW AGENT Upon the receipt of $20,315,118.75 from the Purchaser and $100,000.00 from the County, the Escrow Agent will apply such funds as more fully described in the Escrow Deposit Agreement. 3 VIII. THE CLOSING Upon confirmation of the receipt of the above wire transfers, execution, and delivery of all closing documents and legal opinions associated with the Series 2015 Note, Bond Counsel shall contact the County and release the Series 2015 Note to the Purchaser and the financing will then be closed. IX. POST -CLOSING Upon successful closing, the County will disburse funds to pay costs of issuance associated with the issuance and delivery of the Series 2015 Note. Approved and Accepted by: India ver County t' ! ida Jason Direct e of Management & Budget 4