Loading...
HomeMy WebLinkAbout2015-094EXECUTION COPY RESOLUTION NO. 2015 - 01 `i RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA AMENDING AND SUPPLEMENTING RESOLUTION NO. 93- 80 OF THE COUNTY, AS PREVIOUSLY AMENDED AND SUPPLEMENTED; AUTHORIZING THE ISSUANCE OF $7,171,000 IN PRINCIPAL AMOUNT OF ITS WATER AND SEWER REVENUE REFUNDING NOTE, SERIES 2015, IN ORDER TO REFUND A PORTION OF THE COUNTY'S WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 2005; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH NOTE; PROVIDING CERTAIN TERMS AND DETAILS OF SUCH NOTE, INCLUDING AUTHORIZING THE SALE OF SAID NOTE TO WHITNEY BANK D/B/A HANCOCK BANK; APPOINTING THE PAYING AGENT AND REGISTRAR WITH RESPECT TO SAID NOTE; AUTHORIZING THE DELIVERY OF A DIRECTION LETTER REGARDING THE REFUNDING; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, as follows: SECTION 1. FINDINGS. It is hereby found and determined that: (A) On April 13, 1993, the Board of County Commissioners of Indian River County, Florida (the "County" or "Issuer") duly adopted Resolution No. 93-80, which was amended and supplemented by Resolution No. 2005-021, adopted February 15, 2005 and Resolution No. 118, adopted July 21, 2009 (as amended and supplemented prior to the date hereof, the "Original Resolution.") (B) The Original Resolution, as amended and supplemented hereby, is referred to herein as the "Bond Resolution." (C) The Original Resolution provides for the issuance of Additional Parity Bonds, upon meeting the requirements set forth in the Original Resolution. (D) The County deems it to be in the best interests of its citizens and taxpayers to issue its Water and Sewer Revenue Refunding Note, Series 2015 (the "Series 2015 Note") for the purpose of 1 refunding $7,105,000 in aggregate principal amount of the County's Water and Sewer Revenue Refunding Bonds, Series 2005 (the "Refunded Bonds"). The remaining Series 2005 Bonds will be defeased and redeemed by the County from legally available revenues on or prior to the date of issuance of the Series 2015 Note. Other than the Series 2005 Bonds and the County's Water and Sewer Revenue Bonds, Series 2009, no indebtedness is currently outstanding and secured by the Pledged Funds (as defined in the Original Resolution). (E) Except as expressly provided herein, the covenants, pledges and conditions in the Original Resolution shall be applicable to the Series 2015 Note herein authorized, and said Series 2015 Note shall constitute a "Bond" within the meaning of the Original Resolution. (F) The principal of and interest on the Series 2015 Note and all required sinking fund, reserve and other payments shall be limited obligations of the County, payable solely from the Pledged Funds as provided in the Bond Resolution. The Series 2015 Note shall not constitute a general obligation, or a pledge of the faith, credit or taxing power of the County, the State of Florida, or any political subdivision thereof, within the meaning of any constitutional or statutory provisions. Neither the State of Florida, nor any political subdivision thereof, nor the County shall be obligated (1) to exercise its ad valorem taxing power in any form on any real or personal property of or in the County to pay the principal of the Series 2015 Note, the interest thereon, or other costs incidental thereto or (2) to pay the same from any other funds of the County except from the Pledged Funds, in the manner provided in the Bond Resolution. (G) The Original Resolution provides that Bonds such as the Series 2015 Note shall mature on such dates and in such amounts, shall bear such rates of interest, shall be payable in such places and shall be subject to such redemption provisions as shall be determined by Supplemental Resolution adopted by the County; and it is now appropriate that the County determine such terms and details. (H) 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 financing the refunding of the Refunded Bonds, and thus constitutes debt not readily marketable at public sale. A public sale of the Series 2015 Note is therefore 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 registered owner of the Series 2015 Note (the "Noteholder"). 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 2. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. This Supplemental Resolution is adopted pursuant to Section 17(P) of Resolution 93-80, the provisions of the Act (as defined in the Original Resolution) and other applicable provisions of law. When used in this Supplemental Resolution, the terms defined in the Original Resolution shall have the meanings therein stated, except as set forth below. 0) SECTION 3. AUTHORIZATION AND DESCRIPTION OF THE SERIES 2015 NOTE. (A) The County hereby determines to issue a series of Bonds in the aggregate principal amount of $7,171,000, to be known as its "Water and Sewer Revenue Refunding Note, Series 2015," for the principal purpose of refunding the Refunded Bonds. The Series 2015 Note shall be deemed a single Series of Bonds for purposes of the Bond Resolution. All of the covenants, provisions and protection of the Bond Resolution afforded to an owner of Bonds issued thereunder shall be afforded the Noteholder. (B) 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 March I and September I of each year, commencing on March 1, 2016, at the rate of 1.65% per annum, subject to adjustment as set forth in paragraph (C) below, and shall be repayable on the dates and in the amounts as set forth below: Year Principal (September 1) Amount 2016 $973,000 2017 992,000 2018 1,007,000 2019 1,025,000 2020 1,042,000 2021 1,058,000 2022 1,074,000 For purposes of the payment of principal on the Series 2015 Note, the Series 2015 Note will be deemed a "Tenn Bond" under the Original Resolution with amortization installments equal to the principal amounts described above. The Series 2015 Note shall be issued initially in the single denomination of $7,171,000. Interest on the Series 2015 Note shall be calculated on a 360 -day year consisting of twelve thirty -day months. The form of the Series 2015 Note shall be as set forth in Exhibit A attached hereto. (C) If a "Determination of Taxability" (as defined below) shall occur, then the interest on the Series 2015 Note shall be adjusted to cause the yield on the Series 2015 Note, after payment of any increase in tax, to equal what the yield on the Series 2015 Note would have been in the absence of such Determination of Taxability, not to exceed 2.12% per annum. For purposes hereof, "Determination of Taxability" means the circumstance of the interest on the Series 2015 Note becoming includable for federal income tax purposes in the gross income of the Noteholder as a result of actions or inaction by the Issuer. A Determination of Taxability will be deemed to have occurred upon (i) the receipt by the Issuer or the Noteholder 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 Issuer or Noteholder 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 Noteholder 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 Noteholder is affected. Proper partial adjustment shall be made if the tax law change is effective after the first day of the Noteholder's tax year or if the interest on the Series 2015 Note does not accrue for the entire tax year of the Noteholder. Adjustments which create a circular calculation because the interest on the Series 2015 Note is affected by the calculation shall be carried out sequentially, increasing the interest on the Series 2015 Note accordingly in each successive calculation using as the new value the increase in the interest rate on the Series 2015 Note, until the change in the interest rate to the Noteholder caused by the next successive calculation of the adjustment is de minimis. The Noteholder shall promptly notify the Issuer in writing of any adjustment to the interest rate as required above. The Noteholder shall certify to the Issuer in writing the additional amount, if any, due to the Noteholder as a result of an adjustment in the interest rate pursuant hereto. (D) The Series 2015 Note shall be subject to optional redemption prior to maturity, in whole at any time or in part on any September 1, and if in part in inverse order of scheduled principal installment, upon ten (10) calendar days' prior written notice by the Issuer to the Noteholder, at a price equal to 100% of the principal amount thereof to be redeemed, plus accrued interest to the redemption date; provided that any redemption in part shall be in a multiple of $1,000. (E) 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 Noteholder in whose name the Series 2015 Note is registered at the close of business on the 15th day of the 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 Bond 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 Noteholder shall return the original thereof to the County for cancellation. (F) Upon and during the continuance of an Event of Default, the Series 2015 Note shall bear interest at 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 6% per annum or any statutory maximum imposed by the State of Florida. SECTION 4. AUTHORIZATION OF REFUNDING OF REFUNDED BONDS. The refunding of the Refunded Bonds is hereby authorized by the County. 0 SECTION 5. APPLICATION OF SERIES 2015 NOTE PROCEEDS. The proceeds derived from the sale of the Series 2015 Note shall, simultaneously with the delivery of the Series 2015 Note to the original purchaser thereof, be applied by the County as follows: (A) A sufficient amount of Series 2015 Note proceeds shall be used to pay all costs and expenses in connection with the preparation, issuance and sale of the Series 2015 Note, including, without limitation, the fees and expenses of accountants, attorneys and financial advisors, to those persons who shall be entitled to receive the same. (B) The remainder of the proceeds of the Series 2015 Note shall be transferred to The Bank of New York Mellon Trust Company, N.A., paying agent for the Refunded Bonds (the "Refunded Bonds Paying Agent") pursuant to the Direction Letter described below and applied to the refunding of the Refunded Bonds. SECTION 6. SALE OF THE SERIES 2015 NOTE. The Series 2015 Note shall be sold to Whitney Bank d/b/a Hancock Bank at a price of par, based on a principal amount of $7,171,000, 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 Whitney Bank dfblal Hancock Bank. SECTION 7. APPOINTMENT OF REGISTRAR AND PAYING AGENT. The Registrar and Paying Agent for the Series 2015 Note shall be the Clerk. SECTION 8. RESERVE ACCOUNT REQUIREMENT. Amounts held in the Reserve Account for the benefit of the Refunded Bonds shall, upon the issuance of the Series 2015 Note, remain in of the Reserve Account in satisfaction of the Reserve Account Requirement applicable to the Series 2015 Note, with any excess remaining in the Reserve Account above the Reserve Account Requirement for all Bonds outstanding under the Bond Resolution transferred free and clear to the County. At such date as the County's Water and Sewer Revenue Bonds, Series 2009 are no longer outstanding, the Reserve Account Requirement with respect to the Series 2015 Note shall be zero, amounts on deposit in the Reserve Account will be released to the County, and the Series 2015 Note will not be secured by the Reserve Account. SECTION 9. CONSENTS AND APPROVALS. When under the Bond Resolution the consent or approval of the Bond Insurer is required for the taking of any action, the consent of the Noteholder shall also be required. The County shall be entitled to provide similar authority to any purchaser of Additional Parity Bonds under the Bond Resolution. SECTION 10. REFUNDING DIRECTION LETTER. The County hereby authorizes and directs the Chairman to deliver to the Refunded Bonds Paying Agent a refunding direction letter (the "Direction Letter"), in substantially the form attached hereto as Exhibit B, with such modifications and changes as approved by the Chairman, approval to be presumed by his execution thereof. On or before the issuance of the Series 2015 Note, the County shall deliver funds and instructions to the Refunded Bonds Paying Agent sufficient to redeem the series 2005 Bonds. 5 SECTION 11. ADDITIONAL COVENANTS. In addition to the covenants and restrictions provided in the Original Resolution, so long as the Series 2015 Note is outstanding, the Issuer hereby agrees to the following additional covenants and restrictions: (A) The County agrees to reimburse the Noteholder (or its agent, receiver, trustee or other representative) for all reasonable legal and collection costs in connection with the exercise of the Noteholder's remedies or the collection of payments on the Series 2015 Note upon the occurrence of an Event of Default under the Bond Resolution. (B) The County agrees to notify the Noteholder promptly if an Event of Default under the Bond Resolution should occur. (C) The failure to pay principal of or interest on any Bonds, including the Series 2015 Note, or the violation of any covenant contained in the Bond Resolution shall constitute an event of default under the Bond Resolution pursuant to which the Noteholder shall be entitled to pursue remedies as set forth in Section 17(L) of the Original Resolution. The County agrees that no other Bonds outstanding under the Bond Resolution shall contain a right to accelerate payment of amounts due with respect thereto unless a similar right is also granted to the Noteholder. (D) The County agrees to provide to the Noteholder, at no cost to the Noteholder, (i) within 180 days of the end of the County's Fiscal Year, a copy of its audited financial statements; (ii) its annual operating budget (if requested by the Noteholder), and (iii) such other financial information as the Noteholder shall reasonably request. SECTION 12. TRANSFER OF THE SERIES 2015 NOTE. The transfer of the Series 2015 Note shall be only in denominations of $100,000, and shall be restricted to Permitted Lenders. A "Permitted Lender" shall mean any bank, trust company, savings institution, finance or leasing company, or insurance company that is engaged as a regular part of its business in making loans and is authorized to do business in the State. SECTION 13. 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 Supplemental Resolution or the Original Resolution, or desirable or consistent with the requirements hereof or the Original 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 tax forms or agreements as shall be necessary to effect the transactions contemplated hereby. SECTION 14. ORIGINAL RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Original Resolution and all the terms and provisions thereof, including M the covenants contained therein, are and shall remain in full force and effect and applicable to the Series 2015 Note. SECTION 15. 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 16. EFFECTIVE DATE. This Supplemental Resolution shall become effective immediately upon its adoption. 7 The resolution was moved for adoption by Commissioner Solari, and the motion was seconded by Commissioner Flescher, and, upon being put to a vote, the vote was as follows: Chairman Wesley S. Davis AYE Vice Chairman Bob Solari AYE Commissioner Peter D. O'Bryan AYE Commissioner Joseph E. Flescher AYE Commissioner Tim Zorc AYE The Chairman thereupon declared the resolution duly passed and adopted this 18th day of August, 2015. .• ..- 0 (SEAL) .��.' oQ ; •• FR COUNT•,..• ATTEST: Jeffrey R. Smith, Clerk of Court and Comptroller 1 Approved as to Form: 4ylan Reingold, County Attorney BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA B Wesley S. Da is, Chairman S-1 Attest: Jeffrey R. Smith, Clerk of Circuit Court and Comptroller epu Jerk EXHIBIT A FORM OF SERIES 2015 NOTE No. R-1 $7,171,000 UNITED STATES OF AMERICA STATE OF FLORIDA INDIAN RIVER COUNTY, FLORIDA WATER AND SEWER REVENUE REFUNDING NOTE, SERIES 2015 Interest Rate Maturily Date Date of Original Issue 1.65%* September 1, 2022 August 27, 2015 Registered Holder: Whitney Bank d/b/a Hancock Bank Principal Amount: SEVEN MILLION ONE HUNDRED SEVENTY-ONE THOUSAND DOLLARS KNOW ALL MEN BY THESE PRESENTS, that Indian River County, a political subdivision of the State of Florida (the "Issuer"), for value received, hereby promises to pay, solely from the Pledged Funds hereinafter described, 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 March 1 and September 1 of each year, commencing March 1, 2016, 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 (September 1) Amount 2016 $973,000 2017 992,000 2018 1,007,000 2019 1.025,000 2020 1,042,000 2021 1,058,000 2022 1,074,000 *Subject to adjustment as set forth in the Resolution. A-1 Interest on this Note shall be calculated on a 360 -day year consisting of twelve 30 -day months. 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. Payment of each installment of interest and principal shall be made to the person in whose name this Note shall be registered on the registration books of the Issuer maintained by 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, at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding each interest payment date and shall be paid by a check or draft of such Paying Agent mailed to such Registered Holder at the address appearing on such registration books or, at the option of such Paying Agent, and at the request of such Registered Holder, by bank wire transfer for the account of such Holder. After the final payment on this Note, the Holder agrees to return this Note to the Issuer for cancellation. This Note is issued for the purpose of refunding a portion of the Issuer's Water and Sewer Revenue Refunding Bonds, Series 2005 under the authority of and in full compliance with the Constitution and laws of the State of Florida, Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and a resolution duly adopted by the Issuer on April 13, 1993, as previously amended and supplemented (the "Original Resolution") and as further amended and supplemented by a Resolution adopted on August 18, 2015 (the "2015 Note Resolution", collectively with the Original Resolution, the "Bond Resolution"), and is subject to all the terms and conditions of the Bond Resolution. This Note is a "Bond" for purposes of the Bond Resolution. This Note and the interest hereon are payable solely from and secured by a lien upon and a pledge of the Net Revenues of the County's Water and Sewer System and amounts on deposit in the Sinking Fund, the Bond Amortization Account and the Reserve Account established under the Bond Resolution, together with any other receipts, revenues and funds pledged thereunder (collectively, the "Pledged Funds"). The lien upon and pledge of the Pledged Funds is on a parity with that of the Issuer's Water and Sewer Revenue Bonds, Series 2009, and with any Additional Parity Bonds issued pursuant to the Bond Resolution. It is expressly agreed by the Registered Holder of this Note that the full faith and credit of the Issuer, the State of Florida, or any political subdivision or agency thereof, are not pledged to the payment of the principal of, premium, if any, and interest on this Note and that such Holder shall never have the right to require or compel the exercise of any taxing power of the agency thereof, to the payment of such principal, premium, if any, and interest. This Note and the obligation evidenced hereby shall not constitute a lien upon any property of the Issuer, but shall constitute a lien only on, and shall be payable solely from, the Pledged Funds. This Note is subject to redemption prior to maturity, in whole at any time or in part on any September 1, and if in part in inverse order of scheduled principal installment, upon ten (10) calendar A-2 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; provided that any redemption in part shall be in a multiple of $1,000. Neither the members of the Issuer nor any person executing this Note shall be liable personally hereon or be subject to any personal liability or accountability by reason of the issuance hereof. The transfer of this Note is registrable in accordance with the terms of the Bond Resolution only upon the books of the Issuer kept for that purpose at the principal corporate trust office of the Registrar by the Registered Holder hereof in person or by his attorney duly authorized in writing, upon the surrender of this Note together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Holder or his attorney duly authorized in writing, and thereupon a new Note in the same aggregate principal amount shall be issued to the transferee in exchange therefor, and upon the payment of the charges, if any, therein prescribed; subject, however, to certain restrictions on the transfer hereof set forth in the Bond Resolution. For every such exchange or registration of transfer, the Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or registration of transfer. The Note is issuable in the form of one fully registered Note in the denomination of $7,171,000, or such lesser amount resulting from a transfer hereof, but in such case in denominations of not less than $100,000. The Issuer, the Registrar and any Paying Agent may treat the Registered Holder of this Note as the absolute owner hereof for all purposes, whether or not this Note shall be overdue, and shall not be affected by any notice to the contrary. The Issuer and the Registrar shall not be obligated to make any exchange or transfer of this Note during the fifteen (15) days next preceding an interest payment date or, in the case of any proposed redemption of this Note, then during the fifteen (15) days next preceding the date of the first mailing of notice of such redemption. Reference to the Bond Resolution and any and all resolutions supplemental thereto and modifications and amendments thereof and to the Act is made for a description of the pledge and covenants securing this Note, the nature, manner and extent of enforcement of such pledge and covenants, and the rights, duties, immunities and obligations of the Issuer. 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 Note does not violate any constitutional or statutory limitations or provisions. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. A-3 IN WITNESS WHEREOF, the Board of County Commissioners of Indian River County, Florida has issued this Note and has caused the same to be executed by the manual or facsimile signature of its Chairman, and by the manual or facsimile signature of its Clerk and its official seal or a facsimile thereof to be affixed or reproduced hereon, all of the 27h day of August, 2015. (SEAL) ATTEST: Jeffrey R. and Comptroller of Court INDIAN RIVER COUNTY, FLORIDA Wesley S. D , Chairman, Board of County Commissioners A-4 Attest: Jeffrey R. Smith, Clerk of Circuit Court and Comptroller sy Depu ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within Note and does hereby irrevocably constitute and appoint , as attorneys to register the transfer of the said Note on the books kept for registration thereof with full power substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature(s) must be guaranteed by NOTICE: The signature to this assignment a member firm of the New York Stock Exchange must correspond with the name of the Registered or a commercial bank or trust company. Holder as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. A-5 The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT -- Custodian for under Uniform Transfers to Minors Act of (Cust.) (State) Additional abbreviations may also be used though not in list above. :e CERTIFICATE OF AUTHENTICATION This Note is of the Issue described in the within -mentioned Resolution. DATE OF AUTHENTICATION: August 27, 2015 Mard of County Commissioners of River County, Florida A-7 EXHIBIT B FORM OF REFUNDING DIRECTION LETTER REFUNDING DIRECTION LETTER Of even date herewith, Indian River County, Florida (the "County") is (a) delivering to The Bank of New York Mellon Trust Company, N.A., as paying agent (the "Refunded Bonds Paying Agent") for the County's Water and Sewer Revenue Refunding Bonds, Series 2005 (the "Series 2005 Bonds") $8,998,948.44 in immediately available funds and (b) causing to be delivered from Whitney Bank d/b/a Hancock Bank, as purchaser of the County's Water and Sewer Revenue Refunding Note, Series 2015, to the Refunded Bonds Paying Agent $7,293,247.81 in immediately available funds, all for the purpose of redeeming and paying in full the Series 2005 Bonds on September 28, 2015. In connection therewith, the Refunded Bonds Paying Agent is directed to: 1. Hold the amounts received as described above in the Debt Service Fund established for the Series 2005 Bonds uninvested, in trust solely for the benefit of the Series 2005 Bonds. 2. Call the Series 2005 Bonds for redemption on September 28, 2015 and apply the proceeds received as described above to pay the principal amount thereof, plus accrued interest to said redemption date, as well as to pay the scheduled September 1, 2015 principal and interest payment due on the Series 2005 Bonds. 3. Provide notice to the County of the completion of the redemption of said Series 2005 Bonds. 4. Transfer any excess funds remaining after the redemption of the Series 2005 Bonds to the County. (signatures on following page) IN WITNESS WHEREOF, I have hereunto set my hand this 27`" day of August, 2015. INDIAN RIVER COUNTY, FLORIDA Wesley S. Davis, Chairman, Board of County Commissioners BCC approval: August 18, 2015 ATTEST: Jeffrey R. Smith, Clerk of Court and Comptroller Deputy Clerk The undersigned hereby accepts the direction set forth above and certifies that it has received $16,292,196.25 in immediately available funds from and on behalf of the County. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Authorized Officer