Loading...
HomeMy WebLinkAbout1996-030INDIAN RIVER COMITY, FLORIDA RESOLUTION NO. 96-30 A RESOLUTION PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $45,000,000 WATER AND SEWER REVENUE BONDS, SERIES 1996, OF THE COUNTY TO BE APPLIED TO PAY THE COSTS OF CERTAIN PROJECTS; PROVIDING FOR THE PAYMENT OF THE BONDS FROM THE NET REVENUES OF THE COUNTY'S WATER AND SEWER SYSTEM AND CERTAIN OTHER MONEYS PLEDGED THEREFOR; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to Chapter 125, Florida Statutes, and other applicable provisions of law. SECTION 2. DEFINITIONS. Unless otherwise defined herein or the context otherwise requires, the terms defined in Resolution No. 93-80 adopted by the County on April 13, 1993, as supplemented (the "Original Resolution") shall have the same meanings when used herein. "Revenues" shall have the meaning assigned thereto in the Original Resolution, except that it shall also include the Series 1996 Special Assessment Revenues. "Series 1996 Projects" shall mean those projects set forth on Exhibit A attached hereto and as authorized in Section 4 hereof. "Series 1996 Special Assessment Revenues" shall mean the special assessments now or hereafter levied by the County in connection with the Series 1996 Projects, and the interest, prepayment charges and penalties received by the County in connection therewith. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: and will continue ue to derive revenue from the rates, tifees=,erentals and other charges made and collected for the service of such System, which Revenues and the other revenues pledged pursuant to the provisions of the Original Resolution are not now pledged or encumbered in any manner, except for the payment of the Series 1993 Bonds. (B) The principal of and interest and redemption premium, if any, on the Series 1996 Bonds, the Series 1993 Bonds and all reserve and other payments shall be payable solely from the Pledged Funds as provided herein and in the original Resolution. The County shall never be required to levy ad valorem taxes on any real or personal property therein to pay the principal of and interest on the Series 1996 Bonds or to make any other payments provided for herein. The Series 1996 Bonds shall not constitute a lien upon any properties owned by or located within the boundaries of the County. (C) The Original Resolution, in Section 17(P) thereof, provides for the issuance of Additional Parity Bonds under the terms, limitations and conditions provided therein. (D) The County has complied with the terms, conditions and restrictions contained in the Original Resolution. The County is, therefore, legally entitled to issue the Series 1996 Bonds as Additional Parity Bonds within the authorization contained in the Original Resolution. (E) The Series 1996 Bonds herein authorized shall be on a parity and rank equally, as to lien on and source and security for payment from the Pledged Funds and in all other respects, with the Series 1993 Bonds. SECTION 4. AUTHORIZATION OF SERIES 1996 PROJECTS. The acquisition, construction, furnishing and equipping of the Series 1996 Projects, more particularly described on Exhibit A attached hereto, are hereby authorized in accordance with the plans and specifications on file or to be on file with the County, as modified from time to time as deemed necessary or desirable by the County. SECTION 5. RESOLUTION TO CONSTITUTE CONTRACT. In consider- ation of the acceptance of the Bonds authorized to be issued here- under by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the County and such Holders. The covenants and agreements herein not forth to be performed by the County shall be for the equal benefit, protection and security of the legal Holders of any and all of the Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided therein and herein. SECTION 6. AUTHORIZATION OF SERIES 1996 BONDS. Subject and pursuant to the provisions of the Original Resolution and hereof, obligations of the County to be known as "Water and Sewer Revenue Bonds, Series 1996" (the "Series 1996 Bonds") are authorized to be issued in the aggregate principal amount of not exceeding $45,000,000. SECTION 7. DESCRIPTION OF SERIES 1996 BONDS. The Series 1996 Bonds shall be issued in fully registered form as current interest bonds; shall be dated; shall be numbered; shall be in the denomina- tion of $5,000 each, or integral multiples thereof, or such other denominations as shall be approved by the County in a subsequent resolution prior to the delivery of the Series 1996 Bonds; shall bear interest at such rate or rates not exceeding the maximum rate allowed by Florida law, the actual rate or rates to be determined by the governing body of the County prior to or upon the sale of the respective Series 1996 Bonds; such interest to be payable semiannually at such times as are fixed by resolution of the County and shall mature annually on such date in such years and amounts as will be fixed by resolution of the County prior to or upon the sale of the Series 1996 Bonds; and may be Serial and/or Term Bonds. Each Series 1996 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 payment of any interest which is due and payable has not been made, such Series 1996 Bond shall bear interest from the date to which interest shall have been paid. The principal of and the interest and redemption premium, if any, on the Series 1996 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. Notwithstanding any other provisions of this section, the County may, at its option, prior to the date of issuance of the Series 1996 Bonds, elect to use an immobilization system or pure book-entry system with respect to issuance of the Series 1996 Bonds, provided adequate records will be kept with respect to the ownership of the Series 1996 Bonds issued in book-entry form or the beneficial ownership of bonds issued in the name of a nominee. As long as any Series 1996 Bonds are outstanding in book-entry form the provisions of this Resolution inconsistent therewith shall not be applicable to such Bonds. The details of any alternative system of issuance, as described in this paragraph, shall be set forth in a resolution of the County duly adopted at or prior to the sale of the Series 1996 Bonds. SECTION S. EXECUTION OF SERIES 1996 BONDS. The Series 1996 Bonds shall be executed as provided in the Original Resolution. In case any officer whose signature or a facsimile of whose signature shall appear on any Series 1996 Bonds shall cease to be such officer before the delivery of the Series 1996 Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he has remained in office until such delivery. Any Series 1996 Bond may bear the facsimile signature of or may be signed by such persons who, at the actual time of the execution of the Series 1996 Bond, shall be the proper officers to sign such Series 1996 Bonds although at the date of the Series 1996 Bond such persons may not have been such officers. SECTION 9. AUTHENTICATION OF SERIES 1996 BONDS. Only such of the Series 1996 Bonds as shall have endorsed thereon a certificate of authentication substantially in the form set forth in the Original Resolution, duly executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security under the Original Resolution and this Resolution. No Series 1996 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 Series 1996 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 Series 1996 Bonds that may be issued hereunder at any one time. SECTION 10. EXCHANGE OF SERIES 1996 BONDS. Any Series 1996 Bonds, upon surrender thereof at the principal corporate trust office of the Registrar, together with an assignment duly executed by the Bondholder or his attorney or legal representative in such form as shall be satisfactory to the Registrar, may, at the option of the Bondholder, be exchanged for an aggregate principal amount of Series 1996 Bonds equal to the principal amount of the Bond or Bonds so surrendered. The Registrar shall make provision for the exchange of Series 1996 Bonds at the principal corporate trust office of the Registrar. SECTION 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF SERIES 1996 BONDS. The Registrar shall keep books for the regis- tration of and for the registration of transfers of Series 1996 Bonds as provided in the Original Resolution. The transfer of any Series 1996 Bonds may be registered only upon such books and only upon surrender thereof to the Registrar together with an assignment duly executed by the Bondholder or his attorney or legal represen- tative 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 Series 1996 Bonds shall be exchanged, the County shall execute and the Registrar shall authenticate and deliver, at the earliest practicable time, a new Bond or Bonds in accordance with the provisions of the Original Resolution and this Resolution. All Series 1996 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 Series 1996 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 Bondholder for the privilege of exchanging or registering the transfer of Series 1996 Bonds under the provisions of this Resolution. SECTION 12. OWNERSHIP OF SERIES 1996 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 Series 1996 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 13. SERIES 1996 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 Holder 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 Series 1996 Bonds so surrendered shall be canceled by the County. If any of the Series 1996 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 Series 1996 Bonds issued pursuant to this Section shall constitute original, additional contractual obli- gations on the part of the County whether or not the lost, stolen or destroyed Series 1996 Bonds be at any time found by anyone, and such duplicate Series 1996 Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the same extent as all other Series 1996 Bonds issued hereunder. SECTION 14. PROVISIONS FOR REDEMPTION. The Series 1996 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 Series 1996 Bonds. Notice of such redemption shall be provided in accordance with the provisions of the Original Resolution. When notice of redemption is given, Series 1996 Bonds called for redemption will become due and payable on the redemption date at the redemption price stated in such notice. When a notice of redemption is given and funds sufficient for redemption are deposited with the Registrar, interest on the Series 1996 Bonds to be redeemed will cease to accrue on the date fixed for redemption, such Series 1996 Bonds shall cease to be entitled to any lien, benefit or security under this Resolution and the Holders of such Series 1996 Bonds will have no right in respect thereof except to receive payment of the redemption price. SECTION 15. FORM OF SERIES 1996 BONDS. The text of the Series 1996 Bonds, together with the certificate of authentication, shall be in substantially the form set forth in the Original Resolution, with such omissions, insertions and variations as may be necessary, desirable, authorized or permitted by this Resolution or by any subsequent resolution adopted prior to the issuance thereof, or as may be necessary to comply with applicable laws, rules and regulations of the United States and of the State in effect upon the issuance thereof. SECTION 16. APPLICATION OF PROVISIONS OF ORIGINAL RESOLUTION. The Series 1996 Bonds, herein authorized, shall for all purposes (except as herein expressly provided) be considered to be Addi- tional Parity Bonds issued under the authority of the Original Resolution, and shall be entitled to all the protection and security provided therein for the Series 1993 Bonds, and shall be in all respects entitled to the same security, rights and privileges enjoyed by the Series 1993 Bonds. The covenants and pledges contained in the Original Resolution shall be applicable to the Series 1996 Bonds herein authorized in Me manner as applicable to the Series 1993 Bonds. The principal of and interest on the Series 1996 Bonds shall be payable from the Sinking Fund established in the Original Resolution on a parity with the Series 1993 Bonds, and payments shall be made into such Sinking Fund by the County in amounts fully sufficient to pay the principal of and interest on the Series 1993 Bonds and the Series 1996 Bonds as such principal and interest become due. All funds and accounts created pursuant to the Original Resolution shall be held by the County in trust for the holders of the Bonds. The Pledged Funds shall immediately be subject to the lien of this pledge without any physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the County. SECTION 17. APPLICATION OF BOND PROCEEDS. The proceeds, including accrued interest received from the sale of the Series 1996 Bonds shall be applied by the County simultaneously with the delivery of such Series 1996 Bonds to the purchaser thereof, as follows and as further provided in a supplemental resolution of the County. A. The accrued interest on the Series 1996 Bonds shall be deposited in the Interest Account in the Sinking Fund created pursuant to the Original Resolution and shall be used only for the purpose of paying interest becoming due on the Series 1996 Bonds for which it was so deposited. B. Unless otherwise provided in a supplemental resolution of the County or unless provided for through the purchase of Reserve Account Credit Instrument as set forth in Section 17(B) of the Original Resolution, a sum equal to the Reserve Requirement on such Series 1996 Bonds shall be deposited in the Series 1996 Reserve Account established for the Series 1996 Bonds and shall be used only for the purposes provided therefor. C. To the extent not reimbursed therefor by the original purchaser of such Series 1996 Bonds, the County shall pay all costs and expenses in connection with the issuance and sale of the Series 1996 Bonds. D. The balance remaining after making all of the deposits and payments provided for above shall be deposited into the "Series 1996 Construction Fund" which is hereby created and established. The moneys on deposit in the Series 1996 Construction Fund shall be withdrawn, used and applied by the County, as and when necessary, solely for the payment of or reimbursement for the costs of the Series 1996 Projects and purposes incidental thereto; provided, however, no reimbursement shall be made for any cost paid prior to the date of issuance of the Series 1996 Bonds unless such reimbursement would be treated as an expenditure of proceeds of the Series 1996 Bonds on the date of reimbursement under Treasury Regulation 1.150-2 promulgated under the Code. If for any reason any moneys in the Series 1996 Construction Fund are not necessary for or are not applied to the payment of or reimbursement for such costs, then such moneys shall be deposited by the County into the Sinking Fund and used only to pay the principal of, premium, if any, and interest on the Series 1996 Bonds which first becomes due. Anything to the contrary contained herein notwithstanding, the Series 1996 Construction Fund shall be and constitute a trust fund for the purposes provided herein therefor and shall be Pledged Funds. In the event of a default by the County in the payment of principal of or interest on the Bonds, money in the Series 1996 Construction Fund shall be used to remedy such default, but only to the extent that there are no other funds held under the Resolution available for such purpose. Any moneys in the Series 1996 Construction Fund which, in the Opinion of the County, acting upon the recommendation of the Consulting Engineers, are not immediately necessary for expenditure, as hereinabove provided, may be invested in Authorized Investments maturing at such time or times as will make the proceeds thereof available when needed. All income derived therefrom shall be deposited into the Series 1996 Rebate Account to the extent required and the excess, if any, into the Series 1996 Construction Fund. All expenditures or disbursements from the Series 1996 Construction Fund shall be made only after such expenditures or disbursements shall have been approved in writing by the County and, where applicable, by the Consulting Engineers. The date of completion of each phase of each of the Series 1996 Projects shall be determined by the Consulting Engineers, who will certify such facts in writing to the Board. SECTION 18. SERIES 1996 FUNDS AND ACCOUNTS. There is hereby created and established the "Series 1996 Sinking Fund" within the Sinking Fund, the "Series 1996 Bond Amortization Account" within the Bond Amortization Fund, and the "Series 1996 Reserve Account" within the Reserve Account. The Series 1996 Sinking Fund, the Series 1996 Bond Amortization Account, the Series 1996 Reserve Account, and the Series 1996 Rebate Account shall not in any manner affect the parity of the Series 1996 Bonds and the Series 1993 Bonds, and are established solely for the accounting convenience of the County. Revenues and other amounts deposited in the Sinking Fund for the Series 1996 Bonds shall be held in the Series 1996 Sinking Fund. Revenues and other amounts deposited in the Bond Amortization Fund for the Series 1996 Bonds shall be held in the Series 1996 Bond Amortization Fund. Revenues and other amounts deposited in the Reserve Account for the Series 1996 Bonds shall be held in the Series 1996 Reserve Account. SECTION 19. COVENANTS OF THE COUNTY. The provisions of Section 17 of the Original Resolution shall be deemed applicable to this Resolution and shall apply to the Series 1996 Bonds issued pursuant to this Resolution as though fully restated herein. SECTION 20. AMENDING AND SUPPLEMENTING OF RESOLUTION. The provisions of Section 25 of the Original Resolution shall be deemed applicable to this Resolution and shall apply to the Series 1996 Bonds issued pursuant to this Resolution as though fully restated herein. SECTION 21. DEFEASANCE. The provisions of Section 24 of the Original Resolution shall be deemed applicable to this Resolution and shall apply to the Series 1996 Bonds issued pursuant to this Resolution as though fully restated herein. SECTION 22. TAX COVENANTS. With respect to the Series 1996 Bonds for which the County intends on the date of issuance thereof for the interest thereon to be excluded from gross income for pur- poses of Federal income taxation: (A) The County shall not use or permit the use of any proceeds of the Series 1996 Bonds or any other funds of the County, directly or indirectly, to acquire any securities or obligations, and shall L__ 8 not use or permit the use of any amounts received by the County with respect to the Series 1996 Bonds in any manner, and shall not talo or permit to be taken any other action or actions, which would cause any Series 1996 Bonds to be an "arbitrage bond" within the meaning of Section 148, or "federally guaranteed" within the meaning of Section 149(b), of the Internal Revenue Code of 1986, as amended (in this Section called the "Code"), or otherwise cause interest on the Series 1996 Bonds to become subject to Federal income taxation, including the creation of any rebate funds or other funds and/or accounts required in that regard. (B) The County shall at all times do and perform all acts and things permitted by law and this Resolution which are necessary or desirable in order to assure that interest paid on Series 1996 Bonds will be excluded from gross income for purposes of Federal income taxes and shall take no action that would result in such interest not being so excluded. SECTION 23. REBATE. Anything to the contrary notwithstanding contained herein or in the original Resolution, the County shall at least annually transfer into the "Series 1996 Rebate Account" which is hereby created and established, from funds and accounts created under this Resolution to which income on investments attributable to the Series 1996 Bonds has been deposited, appropriate amounts sufficient to pay to the United States of America all amounts due with respect to the Series 1996 Bonds under the provisions of section 148(f) of the Code. The earnings on the Series 1996 Rebate Account shall be added to and become a part of the Series 1996 Rebate Account. Moneys in the Series 1996 Rebate Account shall be used by the County to pay any rebate liability under section 148(f) of the Code as and when due in accordance with instructions delivered to the County by Bond Counsel from time to time. SECTION 24. PRELIMINARY OFFICIAL STATEMENT. The County Administrator is authorized and directed to cause a Preliminary Official Statement to be prepared and to deem the Preliminary Official Statement final for purposes of Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission, except for "permitted omissions," as defined in such Rule. SECTION 25. 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 B, to be executed by the County and dated the date of issuance and delivery of the Series 1996 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 or the Original Resolution, failure of the County to comply with such Continuing Disclosure Certificate shall not be considered an event of defaults however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific 9 Performance by court order, to cause the County to comply with its obligations under this Section. SECTION 26. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Resolution or of the Series 1996 Bonds issued hereunder. SECTION 27. INCONSISTENT RESOLUTIONS. All prior resolutions of the County inconsistent with the provisions of this Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained. SECTION 28. EFFECTIVE DATE. The provisions of this Reso- lution shall take effect immediately upon its passage. PASSED AND ADOPTED the 20 day of February , 1996. BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA (SEAL) r Chairman Fran U. Aaams ATTEST: 6C t AA7roved as to orm and sufficiency Q"' � — Charles P. Vitunac County Attorney 10 EXHIBIT A LIST OF SERIES 1996 PROJECTS The proceeds of the Series 1996 Bonds are being used to finance the costs of acquisition, construction and equipping of certain capital projects consisting of additions, extensions, and improvements to the System required to increase the System capacity and most projected growth needs as may be determined by the County from time to time. The Series 1996 Projects at this time include, but are not limited to, the following water and wastewater projects, which projects may be subsequently changed or omitted by the County, together with such other capital projects as may be subsequently designated by the County from time to time: Rater Projects 1. The design and construction of a three (3) million gallon per day (MGD) North County Reverse Osmosis Water Treatment Plant, including well field and brine line with a projected cost of $9,000,000. 2. The design and installation of 22,000 L.F. of master - planned water transmission line along 26th Street to provide additional service and system looping at an approximate cost Of $1,000,000. 3. Reimbursement to the County of the costs of acquisition of the City of Sebastian water and wastewater utility system in the approximate amount of $5,000,000. 4. A major requirement of the City of Sebastian Acquisition Agreement is the City's obligation to enact a three phase assessment program to serve approximately 9,000 parcels in the Sebastian Highlands at a projected cost of $9,000,000. As the three phases are the parcels of property that are specifically benefitted, they will be assessed for the pro -rata share of the costs of the project and the assessments will become a part of the revenues pledged to the Series 1996 Bonds. sewer projects 1. The expansion of the South County Wastewater Treatment Plant to provide an additional 1.150 MGD of wastewater treatment capacity at an approximate cost of $6,500,000. 2. The expansion of the Central Wastewater Treatment Plant to provide an additional 1.0 MGD of wastewater treatment capacity at an approximate cost of $6,000,000. 3. The design and construction of approximately 10,700 L.F. of sewer force main along County Road 510 to connect the North Beach sewer collection system to the mainland collection system and to provide service to the developments along CR 510 at an approximate cost of $1,500,000. 4. The design and construction of approximately 18,100 L. F. of force wain and a regional wastewater pumping station to interconnect the North County Wastewater Treatment Plant and the Central Wastewater Treatment Plants at an approximate cost of $630,000. EXHIBIT B FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by Indian River County, Florida (the "Issuer") in connection with the issuance of S(45,000,000] Indian River County, Florida, Water and Sewer Revenue Bonds, Series 1996 (the "Bonds"). The Bonds are being issued pursuant to Resolution No. 93-80 adopted by the Issuer on April 13, 1993, as supplemented from time to time, including by Resolution No. 96- adopted by the Issuer on (February 27], 1996 (collectively, the "Resolution"). The Issuer covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2 -12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Business Day" shall mean any day other than a Saturday, Sunday or a day when banks in the City of New York, New York, or in Indian River County, Florida, or in the cities in which the Principal Offices of the Issuer or the Paying Agent are required or authorized by law to be closed or on which the New York Stock Exchange is closed. "Dissemination Agent" shall mean the Clerk of the Circuit Court in and for Indian River County, Florida, or any successor or alternate Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit B. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository„ shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2 -12(b)(5) adopted by the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Florida. "State Repository" shall mean any public or private repository or entity designated by the State as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Certificate, there is no State Repository. SECTION 3. Provision of Annual Reno ts. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than June 1 of each year, commencing June 1, 1997 with the report for the 1995-1996 Fiscal Year, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certifi- cate= provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Issuers fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) Not later than fifteen (15) Business Days prior to said date, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the Issuer shall send a notice to each Repository and the State Repository, if any, in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any; and (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. SECTION 4. Content of Annual Reports. The Issuer's Annual Report shall contain or include by reference the following: 1. The audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3 (a) , the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. 2. To the extent such information is not otherwise included as part of the annual audited financial statements of the Issuer, updated information from that set forth in the Official Statement for the Bonds under the headings: "Water and Sewer Customers", "Indian River County Department of Utility Services High Volume Customers", "Rate Structure", and "Summary of Revenues of the System.' he isted luded b specific or tto items other1 documents, `e incl dingnbe cofficial statements of debt issues of the Issuer or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events as ..a. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: 3 1. principal and interest payment delinquencies. 2. non-payment related defaults. 3* modifications to rights of Bondholders. 4. optional, contingent or unscheduled bond calls. 5. defeasances. 6. rating changes. 7. adverse tax opinions or events affecting the tax exempt status of the Bonds. 8. unscheduled draws on the debt service reserves reflecting financial difficulties. 9. unscheduled draws on the credit enhancements reflecting financial difficulties. 10. substitution of the credit or liquidity providers or their failure to perform. 11. release, substitution or sale of property securing repayment of the Bonds. (b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall as soon as possible determine if such event would be material under applicable federal securities laws. (c) If the Issuer determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Issuer shall promptly file a notice of such occurrence with each Repository, including the State Repository, if any. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and (5) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Resolution. SECTION 6. Termination of Reporting obligation. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(f). SECTION 7. Dissemination Agent. For purposes of this undertaking, the Issuer has designated the Clerk of the Circuit Court in and for Indian River County, Florida and ex -officio Clerk 4 of the Board of County Commissioners of the Issuer (the "Clerk") as its Dissemination Agent and has delegated to the Clerk the duties, functions and responsibilities of the Issuer undertaken by the Issuer in this Disclosure Certificate. The Issuer may, from time to time, appoint or engage an alternate or substitute Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor alternate or substitute Dissemination Agent. The Dissemination Agent other than the Clerk shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. SECTION S. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connec- tion with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(f), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. Additional —information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemina- tion set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 11. Mies, Immtr+i t i ps and r i ahi t i t i oe Of D aapm i na tion Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's gross negligence or wilful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Date: February 20, 1996 7 Indian River County, Florida By ("7/0..4l. A 6CLe2tM Its: Chairman Fran B. Adams EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Indian River County, Florida Name of Bond Issue: Indian River County, Florida, Water and Sewer Revenue Bonds, Series 1996 Date of Issuance: March 21, 1996 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by Section of the Resolution. The Issuer anticipates that the Annual Report will be filed by Clerk of Circuit Court. Dated:_ February 20, 1996 Indian Rivefi unty;.,!rlorida By 4L A ran B. Adams,-Tnzirman r EXHIBIT B Nationally Recognized Municipal Securities Information Repositories approved by the Securities and Exchange Commission as of July 17, 1995: Bloomberg Municipal Repository P.O. Box 840 Princeton, NJ 08542-0840 Internet address: MUNIS@bloomberg.doc (609) 279-3200 FAX (609) 279-3235 (609) 279-5963 Contact: Dave Campbell The Bond Buyer Secondary Market Disclosure 395 Hudson Street, 3rd Floor New York, NY 10014 Internet address: Disclosure@muller.com (212) 807-3814 FAX (212) 989-9282 Contact: Thomas Garske Disclosure, Inc. Document Augmentation/ Municipal Securities 5161 River Road Bethesda, MD 20816 (301) 951-1450 FAX (301) 718-2329 Contact: Barry Sugarman (301) 215-6015 JJ Kenny Information Services The Repository 65 Broadway, 16th Floor New York, NY 10006 (212) 770-4568 FAX (212) 797-7994 Contact: Joan Horai, Repository Moody's NRMSIR Public Finance Information Center 99 Church Street New York, NY 10007-2796 (800) 339-6306 FAX (212) 553-1460 Contact: Claudette Stephenson (212) 553-0345