Loading...
HomeMy WebLinkAbout03-269 RESOLUTION NO. 03-269 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, SUPPLEMENTING RESOLUTION NO. 94-196, AS SUPPLEMENTED BY RESOLUTION NO. 01-246; PROVIDING FOR THE BORROWING OF $258,000 TO FINANCE THE COST OF WASTEWATER IMPROVEMENTS WITHIN TREASURE COVE/OCEAN HARBOR SOUTH MUNICIP AL SERVICES BENEFIT UNIT IN THE COUNTY AS PREVIOUSLY AUTHORIZED BY THE BOARD; APPROVING THE PROPOSAL OF BANK OF AMERICA, N.A., TO MAKE A TERM LOAN TO THE COUNTY IN SUCH PRINCIP AL AMOUNT; PROVIDING FOR THE ISSUANCE OF A $258,000 SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2003A (TREASURE COVE/OCEAN HARBOR SOUTH MSBU), AS EVIDENCE OF THE COUNTY'S OBUGA TION TO REPAY SUCH TERM LOAN; PROVIDING FOR THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE COUNTY AND THE BANK CONTAINING TERMS AND CONDITIONS RELATING TO SUCH LOAN; PROVIDING FOR THE PAYMENT OF THE BOND FROM CERTAIN PLEDGED REVENUES, INCLUDING SPECIAL ASSESSMENTS; AUTHORIZING FURTHER OFFICIAL ACTION IN CONNECTION WITH THE DELIVERY OF THE BOND AND THE LOAN AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA: Section 1. Authority For This Resolution. This Resolution is adopted pursuant to the provisions of the Act and Section 5.01(F) of the Master Resolution and the Series Resolution, and is supplemental to the Master Resolution and the Series Resolution. Section 2. Definitions. The following terms shall have the following meanings when used in this resolution unless the context clearly requires otherwise. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Master Resolution, the Series Resolution or Loan Agreement. "Act" means Chapter 125, Part I, Florida Statutes; County Ordinance No. 87-77, as amended; and other applicable provisions oflaw. "Bank" means Bank of America, N.A. "Board" means the Board of County Commissioners, as the governing body of the County. "Bond Resolution" means, collectively, the Master Resolution, the Series Resolution, this resolution and all resolutions amendatory hereof and supplemental hereto. "Chairman" means the Chairman of the Board, or in the Chairman's absence, the Vice Chairman. "Clerk" means the Clerk of the Circuit Court of St. Lucie County, Florida, or, in the Clerk's absence, any Deputy Clerk. "County" means St. Lucie County, Florida, a political subdivision of the State of Florida. "County Administrator" means the County Administrator ofthe County. "Treasure Cove/Ocean Harbor South MSBU" means the MSBU established pursuant to Resolution No. 98-048, adopted by the Board on February 24, 1998. "Treasure Cove/Ocean Harbor South MSBU Assessment Resolutions" means, collectively, Resolution No. 98-048, adopted February 24,1998, and Resolution No. 01-180, adopted on October 2, 2001. "Treasure Cove/Ocean Harbor South MSBU Assessments" means the special assessments levied within the Treasure Cove/Ocean Harbor South MSBU pursuant to the Treasure Cove/Ocean Harbor South MSBU Assessment Resolutions. "Treasure Cove/Ocean Harbor South MSBU Bond" means the Special Assessment Improvement Bond, Series 2003A (Treasure Cove/Ocean Harbor South MSBU), of the County, which shall be in substantially the form attached to the Loan Agreement as Exhibit A. "Treasure Cove/Ocean Harbor South MSBU Project" means the wastewater improvements within the Treasure Cove/Ocean Harbor South MSBU in order to connect the properties to the regional wastewater treatment system, and all costs incidental thereto as permitted by the Assessment Act. "Treasure Cove/Ocean Harbor South MSBU Project Costs" means all or a portion of the cost of undertaking the Treasure Cove/Ocean Harbor South MSBU Project including, but not limited to: engineering, legal, accounting, and financial expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; fees of fiscal agents, financial advisors or consultants; administrative expenses relating solely to the Treasure Cove/Ocean Harbor South MSBU Project; reimbursement to the County for any sums heretofore expended for the foregoing purposes; repayment of the advance made under bond anticipation notes; and such other costs and expenses as may be necessary or incidental to the financing or refinancing of the Treasure Cove/Ocean Harbor South MSBU Project. "Line of Credit" means the principal amount of $5,000,000 made available by the Bank to the County to finance the engineering and construction of capital projects within municipal services 2 1 0258v 1/28902-00 I 08/R-AUTH benefit units and approved by the County pursuant to the provisions of Resolution No. 01-211, adopted by the Board on September 18, 2001. "Loan" means the advance of moneys from the Bank to the County pursuant to the Loan Agreement. "Loan Agreement" means the Loan Agreement between the Bank and the County setting forth the terms and details of the Loan, in substantially the form attached hereto as Exhibit I, with such modifications and changes thereto as shall be approved by the Chairman, upon the advice of the County Attorney, such approval to be evidenced by the Chairman' execution thereof. "Master Resolution" means Resolution No. 94-196, adopted on September 20, 1994, as amended by Resolution No. 95-183, adopted on September 5, 1995, and as further amended from time to time. "Paying Agent" means the Clerk of the Circuit Court ofthe County. "Prior Loan" means the advance of moneys by the Bank to the County pursuant to the Line of Credit. "Proposal" means the proposal submitted to the County by the Bank, dated October 9, 2003. Section 3. Findings. It is hereby found, declared, and determined by the Board: (A) The County has heretofore authorized (1) the creation of the Treasure Cove/Ocean Harbor South MSBU; (2) the undertaking of the Treasure Cove/Ocean Harbor South MSBU Project; and (3) the levy and collection of the Treasure Cove/Ocean Harbor South MSBU Assessments to pay the cost of the Treasure Cove/Ocean Harbor South MSBU Project Costs. The County has outstanding the Prior Loan, the proceeds of which were used to finance Treasure Cove/Ocean Harbor South MSBU Project Costs. (B) The County has completed the Treasure Cove/Ocean Harbor South MSBU Project and collected prepayments of Treasure Cove/Ocean Harbor South MSBU Assessments, and it is necessary to borrow moneys to be applied together with the Treasure Cove/Ocean Harbor South MSBU Assessments to repay the Prior Loan and to pay other Treasure Cove/Ocean Harbor South MSBU Project Costs. (C) The Bank has made the Proposal to the County for the Loan, and, based upon the advice of the Financial Advisor, it is in the best interests of the County and the owners of the properties subject to the Treasure Cove/Ocean Harbor South MSBU Assessments that the Proposal be accepted. (D) It is necessary and desirable and in the best interest ofthe County to authorize and approve the execution and delivery of the Loan Agreement, the Treasure Cove/Ocean Harbor South MSBU Bond, and the taking of all other action in connection with the consummation of the Loan. 3 10258v 1/28902-00 108/R-AUTH Section 4. Authorization Of Treasure Cove/Ocean Harbor South MSBU Bond. Subject and pursuant to the provisions hereof and in accordance with the provisions of the Loan Agreement and the Proposal, the issuance by the County of the Special Assessment Improvement Bond, Series 2003A (Treasure Cove/Ocean Harbor South MSBU), in the principal amount of Two Hundred Fift:y-eight Thousand Dollars ($258,000) to be dated, to bear interest, to be payable, to mature, to be subject to redemption and to have such other characteristics as provided in the Loan Agreement and the Proposal, and to be secured solely by the Treasure Cove/Ocean Harbor South Special Assessments, is hereby authorized. Section 5. Approval Of Form Of Loan Agreement And Treasure Cove/Ocean Harbor South MSBU Bond. The Loan Agreement and the Treasure Cove/Ocean Harbor South MSBU Bond are hereby approved, and the Chairman and Clerk are hereby authorized to execute and deliver the Loan Agreement and the Treasure Cove/Ocean Harbor South MSBU Bond to the Bank. Section 6. Authorization Of Other Action. The Chairman, the Clerk, the County Administrator, and the County Attorney are each designated agents of the County in connection with the execution and delivery of the loan Agreement and the Treasure Cove/Ocean Harbor South MSBU Bond and are authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf ofthe County which are necessary or desirable in connection with the execution and delivery of the Loan Agreement and the Treasure Cove/Ocean Harbor South MSBU Bond to the Bank, including, but not limited to, the making of modifications to the Loan Agreement and the Treasure Cove/Ocean Harbor South MSBU Bond to conform the provisions thereofto the provisions of the Proposal. Section 7. Application Of Proceeds Of Loan. The proceeds of the Loan shall be applied solely to repayment of the Prior Loan and payment of Treasure Cove/Ocean Harbor South MSBU Project Costs. Section 8. Repeal Of Inconsistent Provisions. All resolutions or parts thereof in conflict with this resolution are hereby repealed to the extent of such conflict. Section 9. Severability. If anyone 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, and in no way affect the validity of all other provisions of the Resolution or of the Treasure Cove/Ocean Harbor South MSBU Bond or Loan Agreement delivered hereunder. Section 10. Amendment. This resolution may not be amended or repealed except with the prior written consent of the Bank. Section 11. Effective Date. This resolution shall take effect immediately upon its adoption. 4 I 0258v 1/28902-00 108/R-AUTH held. Passed and Adopted this 14th day of Octoher 2(;{)j, at a regular meeting duly called and (SEAL) ATTEST: ,~ I 0258v 1/28902-00 I 08/R - A UTH By: Chairman, B d of County 'Commissi ers ~,"\,,, . ii ~ "\ ", ',) ::-1 APPROVED AS TO FORM AND CORRECTNESS: 5 EXHIBIT I FORM OF LOAN AGREEMENT 6 1 0258v 1/28902-00 I 08/R-AUTH TERM LOAN AGREEMENT between ST. LUCIE COUNTY, FLORIDA and BANK OF AMERICA, N.A. Dated October 20, 2003 Relating to St. Lucie County, Florida $258,000 Special Assessment Improvement Bond, Series 2003A (Treasure Cove/Ocean Harbor South, MSBU) T A HI ,R OF rONTRNTS Eage SECTION 1. DEFINITIONS............... .......................... ....... ................ ..... ..... ....................... ........1 SECTION 2. INTERPRETATION................................................................................................ 5 SECTION 3. THE LOAN.............................................................................................................. 5 SECTION 4. DESCRIPTION OF TREASURE COVE/OCEAN HARBOR SOUTH MSBU BOND ....................................................;.......................................................................................5 SECTION 5. EXECUTION OF TREASURE COVE/OCEAN HARBOR SOUTH MSBU BOND5 SECTION 6. REGISTRATION AND TRANSFER OF TREASURE COVE/OCEAN HARBOR SOUTH MSBU BOND.................................................................................................................. 5 SECTION 7. TREASURE COVE/OCEAN HARBOR SOUTH MSBU BOND MUTILATED, DESTROYED, STOLEN OR LOST................................................. ..... ................ ........... ....... ......6 SECTION 8. FORM OF TREASURE COVE/OCEAN HARBOR SOUTH MSBU BOND......... 7 SECTION 9. SECURITY FOR TREASURE COVE/OCEAN HARBOR SOUTH MSBU BOND; TREASURE COVE/OCEAN HARBOR SOUTH MSBU BOND NOT DEBT OF THE COUNTY ........................................................................................................................................................7 SECTION 10. COVENANTS OF THE COUNTY .......................................................................8 SECTION 11. REPRESENTATIONS AND WARRANTIES.......................................................9 SECTION 12. CONDITIONS PRECEDENT.................. .............. ....... ..... ..... ..... ...... ............ ........9 SECTION 13. TAX COMPLIANCE....... ............. ................. ...... ..... ......... ............ ..... ............. ....1 0 SECTION 14. NOTICES.. ................................................. ............ ..... ..... ................ ...... ........ ......10 SECTION 15. EVENTS OF DEFAULT DEFINED....................................................................ll SECTION 16. REMEDIES.................................................................................... .................. ....11 SECTION 17. NO RECOURSE.................................................................................................. 12 SECTION 18. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS............. 12 SECTION 19. AMENDMENTS, CHANGES AND MODIFICATIONS.................................... 12 SECTION 20. BINDING EFFECT.. .......................... .................. ..... ..................... .................. ....13 SECTION 21. SEVERABILITY. ............. .................. ....... ...... ................ ..... ..... ..... ...... ...... ....... ..13 10261 vl/28902-00 108/ A-LOAN AGREE SECTION 22. EXECUTION IN COUNTERPARTS .......... ................ .......... ................ ....... .......13 SECTION 23. APPLICABLE LAW............................................................................................ 14 10261 v 1128902-00 I 08/ A-LOAN AGREE This TERM LOAN AGREEMENT is made and entered into as of October 20, 2003, by and between ST. LUCIE COUNTY, FLORIDA (the "County"), and BANK OF AMERICA, N.A. (the "Bank"). WTTNFSSFTH' WHEREAS, the County has previously determined that it is necessary, desirable and in the best interests of the County and its inhabitants that the County undertake the Treasure Cove/Ocean Harbor South MSBU Project hereinafter described, and that the Treasure Cove/Ocean Harbor South MSBU Project will serve essential public purposes of the County; and WHEREAS, the County has previously determined to pay the Treasure Cove/Ocean Harbor South MSBU Project Costs with the proceeds of the Prior Loan, and it is necessary that funds be made available to the County in order to retire the Prior Loan and to provide permanent financing for the Treasure Cove/Ocean Harbor South MSBU Project, and WHEREAS, pursuant to the Proposal, a copy of which is attached hereto as Exhibit B, the Bank has proposed to lend the County the aggregate principal amount of $258,000 to finance the Treasure Cove/Ocean Harbor South MSBU Project Costs; and WHEREAS, the County has determined that it is in the best interest of the health, safety, and welfare of the County and the inhabitants thereof that the County pledge the Treasure Cove/Ocean Harbor South MSBU Assessments to secure the obligation of the County to repay the principal of and interest on the Treasure Cove/Ocean Harbor South MSBU Bond when due; and WHEREAS, the obligation of the County to repay principal of and interest on the Treasure Cove/Ocean Harbor South MSBU Bond will not constitute a general obligation or indebtedness of the County as a "bond" within the meaning of any provision of the Constitution of the State, but shall be and is hereby declared to be a special, limited obligation ofthe County, secured solely by a lien upon and pledge of the Treasure Cove/Ocean Harbor South MSBU Assessments in the manner provided herein. The County is not authorized and cannot be compelled to levy taxes on any property of or in the County to pay the principal of or interest on the Treasure Cove/Ocean Harbor South MSBU Bond or to make any other payments provided for herein. Furthermore, neither the Treasure Cove/Ocean Harbor South MSBU Bond nor the interest thereon shall be or constitute a lien upon the Treasure Cove/Ocean Harbor South MSBU Project or upon any other property of or in the County; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: SECTION 1. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires: "Act" means Chapter 125, Part I, Florida Statutes; as amended, Ordinance No. 87-77 duly enacted by the Board, as amended, and other applicable provisions oflaw. "Authorized County Representative" means the County Administrator or his delegate. "Authorized Investments" means any obligations, deposit certificates, or other evidences of indebtedness legal for investment pursuant to law, to the extent not inconsistent with the terms of the investment policy of the County and applicable law. "Bank" means Bank of America, N.A., a national banking association, with offices located at 625 North Flagler Drive, West Palm Beach, Florida. "Board" means the Board of County Commissioners of the County, as the governing body of the County. "Bond Counsel" means Squire, Sanders & Dempsey L.L.P. "Business Day" means any day of the year other than a day on which the Bank, or the County are lawfully closed for business. "Chairman" means the Chairman of the Board of County Commissioners of the County, or, in the Chairman's absence, the Vice-Chairman of the Board of County Commissioners, or such other person as may be duly authorized to act on the Chairman's behalf. "Clerk" means the Clerk of the Circuit Court for St. Lucie, County, or, in the Clerk's absence, any Deputy Clerk duly authorized to execute documents or take other action, as the case may be, on the Clerk's behalf. "Code" means the Internal Revenue Code of 1986, as amended. "County" means St. Lucie County, Florida. "County Administrator" means the County Administrator, as the chief operating officer of the County. "Default" means an Event of Default as defined and described in Section 16 hereof. "Disbursement Date" means October 20, 2003, or such other date on which proceeds of the Loan are disbursed to the County. "Fiscal Year" means the period from each October 1 to the succeeding September 30. "Treasure Cove/Ocean Harbor South MSBU" means the MSBU established pursuant to Resolution No. 98-048, adopted by the Board on February 24, 1998. 2 I0261vl/28902-00108/A-LOAN AGREE "Treasure Cove/Ocean Harbor South MSBU Assessment Resolutions" means, collectively, Resolution Nos. 98-048, adopted by the Board on February 24, 1998, and 01-180, adopted on October 2,2001. "Treasure Cove/Ocean Harbor South MSBU Assessments" means the special assessments levied within the Treasure Cove/Ocean Harbor South MSBU pursuant to the Treasure Cove/Ocean Harbor South MSBU Assessment Resolutions "Treasure Cove/Ocean Harbor South MSBU Bond" means the Special Assessment Improvement Bond, Series 2003A (Treasure Cove/Ocean Harbor South MSBU), of the County, which shall be in substantially the form attached to the Loan Agreement as Exhibit A. "Treasure Cove/Ocean Harbor South MSBU Project" means the wastewater improvements within the Treasure Cove/Ocean Harbor South MSBU and all costs incidental thereto as permitted by the Assessment Act. "Treasure Cove/Ocean Harbor South MSBU Project Costs" means all or a portion of the cost of undertaking the Treasure Cove/Ocean Harbor South MSBU Project including, but not limited to: engineering, legal, accounting, and financial expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; fees of fiscal agents, financial advisors or consultants; administrative expenses relating solely to the Treasure Cove/Ocean Harbor South MSBU Project; reimbursement to the County for any sums heretofore expended for the foregoing purposes; repayment of the Prior Loan; and such other costs and expenses as may be necessary or incidental to the financing or refinancing of the Treasure Cove/Ocean Harbor South MSBU Project. "Interest Rate" means the rate per annum set forth in the form Bond attached hereto as Exhibit A, subject to adjustment as provided in Schedule I to the Treasure Cove/Ocean Harbor South MSBU Bond. "Line of Credit" means the $5,000,000 of moneys made available by the Bank to the County to finance the engineering and construction of capital projects within municipal services benefit units and approved by the County pursuant to the provisions of Resolution No. 01-211, adopted by the Board on September 18, 2001. "Loan" means the advance of moneys from the Bank to the County pursuant to the Loan Agreement. "Loan Agreement" means this agreement between the Bank and the County setting forth the terms and details ofthe Loan. "Master Resolution" means Resolution No. 94-196, adopted by the Board on September 20, 1994, as amended and supplemented. "Maturity Date" means the last date on which all remaining, outstanding principal of the Treasure Cove/Ocean Harbor South MSBU Bond is due as shown on Exhibit A hereto. 3 10261 v 1/28902-00 108/ A-LOAN AGREE "MSBU" means a Municipal Services Benefit Unit created pursuant to resolution of the Board adopted from time to time. "Paying Agent" means the Clerk of the Circuit Court ofthe County. "Payment Date" means the dates on which interest on the Treasure Cove/Ocean Harbor South MSBU Bond is payable, as shown on Exhibit A, hereto. "Person" or words importing persons, means firms, associations, partnerships (including without limitation, general and limited partnerships), joint ventures, societies, estates, trusts, corporations, public or governmental bodies, other legal entities, and natural persons. "Prepayment Date" means any date of prepayment of the principal of the Loan by the County, whether in whole or in part. "Principal Amount" means Two Hundred Fifty-eight Thousand Dollars ($258,000). "Prior Loan" means the advance of moneys by the Bank to the County pursuant to the Line of Credit. "Proposal" means the proposal submitted to the County by the Bank, dated October 9,2003. "Register" means the books maintained by the Registrar in which are recorded the name and address of the Registered Owner ofthe Treasure Cove/Ocean Harbor South MSBU Bond. "Registered Owner" means the person in whose name the ownership of the Treasure Cove/Ocean Harbor South MSBU Bond is registered on the books maintained by the Registrar. The Registered Owner shall be the Bank. Clerk. "Registrar" means the Person maintaining the Register. The Registrar shall initially be the "Regulations" means the Income Tax Regulations promulgated by the Internal Revenue Service under Sections 103 and 141 through 150 of the Code. "Resolution" means, collectively, the Master Resolution, the Series Resolution and Resolution No. 03-269, adopted by the Board on October 14,2003, and all resolutions amendatory thereof and supplemental thereto. 2001. "Series Resolution" means Resolution No. 02-146, of the Board, adopted on October 16, "State" means the State of Florida. 4 1026\ vl/28902-00 108/ A-LOAN AGREE SECTION 2. INTERPRETATION. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Loan Agreement and all the terms and provisions hereof (a) have been negotiated between the County and the Bank; (b) shall not be construed strictly in favor of or against either party hereto; and (c) shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof SECTION 3. THE LOAN. A. Loan. The Bank hereby makes and the County hereby accepts the Loan, upon the terms and conditions set forth herein. B. D;shlITsement of Proceeds. Proceeds of the Loan shall be made available by the Bank to the County by deposit of the principal amount thereof to or for the order of the County by 2:00 p.m. on the Disbursement Date in immediately available funds. SECTION 4. DESCRIPTION OF TREASURE COVE/OCEAN HARBOR SOUTH MSBU BOND. The obligation of the County to repay the Loan shall be evidenced by the Treasure Cove/Ocean Harbor South MSBU Bond. The Treasure Cove/Ocean Harbor South MSBU Bond shall be dated as of the Disbursement Date; shall mature as set forth therein; shall be in registered form; and shall bear interest from its date until payment of the principal amount thereof, at the Interest Rate. Interest shall be payable as set forth on Exhibit A, calculated on the basis of a 360-day year consisting of twelve 30-day months, from its date as to principal at the Interest Rate shown on Exhibit A hereto. The Treasure Cove/Ocean Harbor South MSBU Bond may be prepaid in whole or in part prior to maturity without penalty. SECTION 5. EXECUTION OF TREASURE COVE/OCEAN HARBOR SOUTH MSBU BOND. The Treasure Cove/Ocean Harbor South MSBU Bond shall be executed in the name ofthe County by the Chairman or Vice Chairman and attested by the Clerk or Deputy Clerk, and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The Treasure Cove/Ocean Harbor South MSBU Bond may be signed and sealed on behalf of the County by any person who at the actual time of the execution of such Treasure Cove/Ocean Harbor South MSBU Bond shall hold the appropriate office in the County, although at the date thereof the person may not have been so authorized. The Treasure Cove/Ocean Harbor South MSBU Bond may be executed by the facsimile signatures of the Chairman or Vice Chairman and/or Clerk or Deputy Clerk, provided that at least one of the foregoing signatures must be a manual signature. SECTION 6. REGISTRATION AND TRANSFER OF TREASURE COVE/OCEAN HARBOR SOUTH MSBU BOND. The Treasure Cove/Ocean Harbor South MSBU Bond shall be and shall have all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code-Investment Securities Laws of the State of Florida, and each Registered Owner, in accepting the Treasure Cove/Ocean Harbor South MSBU Bond, shall be conclusively deemed to have agreed that such Treasure Cove/Ocean Harbor South MSBU Bond shall be and have all of the qualities and incidents of negotiable instruments thereunder. 5 10261 v 1/28902-00 108/ A-LOAN AGREE There shall be a Registrar who shall be responsible for maintaining the Register. The person in whose name ownership of the Treasure Cove/Ocean Harbor South MSBU Bond is shown on the Register shall be deemed the Registered Owner thereof by the County and the Registrar, who may treat the Registered Owner as the absolute owner of the Treasure Cove/Ocean Harbor South MSBU Bond for all purposes, whether or not the Treasure Cove/Ocean Harbor South MSBU Bond shall be overdue, and any notice to the contrary shall not be binding upon the County or the Registrar. Ownership of the Treasure Cove/Ocean Harbor South MSBU Bond may be transferred only upon the Register. Upon surrender to the Registrar for transfer or exchange of the Treasure Cove/Ocean Harbor South MSBU Bond accompanied by an assignment or written authorization for exchange, whichever is applicable, duly executed by the Registered Owner or its attorney duly authorized in writing, the Registrar shall deliver in the name of the Registered Owner or the transferee or transferees, as the case may be, a new fully registered Treasure Cove/Ocean Harbor South MSBU Bond of the same amount, maturity and interest rate as the Treasure Cove/Ocean Harbor South MSBU Bond surrendered. The Treasure Cove/Ocean Harbor South MSBU Bond presented for transfer, exchange, redemption or payment (if so required by the County or the Registrar) shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the County or the Registrar, duly executed by the Registered Owner or by his duly authorized attorney. The County and the Registrar may charge the Registered Owner a sum sufficient to reimburse them for any expenses incurred in making any exchange or transfer after the first such exchange or transfer following the delivery of such Treasure Cove/Ocean Harbor South MSBU Bond. The Registrar or the County may also require payment from the Registered Owner or his transferee, as the case may be, of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. Such charges and expenses shall be paid before any such new Treasure Cove/Ocean Harbor South MSBU Bond shall be delivered. The new Treasure Cove/Ocean Harbor South MSBU Bond delivered upon any transfer or exchange shall be a valid obligation of the County, evidencing the same debt as the Treasure Cove/Ocean Harbor South MSBU Bond surrendered, shall be secured under this Loan Agreement, and shall be entitled to all of the security and benefits hereof to the same extent as the Treasure Cove/Ocean Harbor South MSBU Bond surrendered. Whenever the Treasure Cove/Ocean Harbor South MSBU Bond shall be delivered to the Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange, such Treasure Cove/Ocean Harbor South MSBU Bond shall be cancelled and destroyed by the Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the County. SECTION 7. TREASURE COVE/OCEAN HARBOR SOUTH MSBU BOND MUTILATED, DESTROYED, STOLEN OR LOST. In case the Treasure Cove/Ocean Harbor South MSBU Bond shall be mutilated, or be destroyed, stolen or lost, upon the Registered Owner 6 10261 v1/28902-00 108/A-LOAN AGREE furnishing the Registrar satisfactory indemnity and complying with such other reasonable regulations and conditions as the County may prescribe and paying such expenses as the County may incur, the Registrar shall issue and deliver a new Treasure Cove/Ocean Harbor South MSBU Bond of like tenor as the Treasure Cove/Ocean Harbor South MSBU Bond so mutilated, destroyed, stolen or lost, in lieu of or substitution for the Treasure Cove/Ocean Harbor South MSBU Bond, if any, destroyed, stolen or lost, or in exchange and substitution for such mutilated Treasure Cove/Ocean Harbor South MSBU Bond, upon surrender of such mutilated Treasure Cove/Ocean Harbor South MSBU Bond, if any, to the Registrar and the cancellation thereof; provided however, if the Treasure Cove/Ocean Harbor South MSBU Bond shall have matured or be about to mature, instead of issuing a substitute Treasure Cove/Ocean Harbor South MSBU Bond, the County may pay the same, upon being indemnified as aforesaid, and if such Treasure Cove/Ocean Harbor South MSBU Bond be lost, stolen or destroyed, without surrender thereof. Any Treasure Cove/Ocean Harbor South MSBU Bond surrendered under the terms of this Section 7 shall be cancelled by the Registrar. Any such new Treasure Cove/Ocean Harbor South MSBU Bond issued pursuant to this section shall constitute an original, additional contractual obligation on the part of the County whether or not, as to the new Treasure Cove/Ocean Harbor South MSBU Bond, the lost, stolen or destroyed Treasure Cove/Ocean Harbor South MSBU Bond be at any time found by anyone, and such new Treasure Cove/Ocean Harbor South MSBU Bond shall be entitled to equal and proportionate benefits and rights as to security for payment to the same extent as the Treasure Cove/Ocean Harbor South MSBU Bond originally issued hereunder. SECTION 8. FORM OF TREASURE COVE/OCEAN HARBOR SOUTH MSBU BOND. The Treasure Cove/Ocean Harbor South MSBU Bond shall be in substantially the form of Exhibit A hereto, with such variations, omissions and insertions as may be necessary, desirable and authorized or permitted by this Loan Agreement. SECTION 9. SECURITY FOR TREASURE COVE/OCEAN HARBOR SOUTH MSBU BOND; TREASURE COVE/OCEAN HARBOR SOUTH MSBU BOND NOT DEBT OF THE COUNTY. The payment of the principal of and interest on the Treasure Cove/Ocean Harbor South MSBU Bond shall be secured forthwith solely by the Treasure Cove/Ocean Harbor South MSBU Special Assessments. The principal of and interest on the Treasure Cove/Ocean Harbor South MSBU Bond shall not constitute a general obligation or indebtedness of the County, and the Registered Owner shall never have the right to or compel the levy of taxes upon any property of or in the County for the payment of the principal of and interest on the Treasure Cove/Ocean Harbor South MSBU Bond. The Treasure Cove/Ocean Harbor South MSBU Bond shall not be secured by, nor constitute, a lien upon the Treasure Cove/Ocean Harbor South MSBU Project or upon any money if or in the County, but shall be secured solely by the Treasure Cove/Ocean Harbor South MSBU Special Assessments in the manner provided herein. 7 10261 v1/28902-00 1 081 A-LOAN AGREE SECTION 10. COVENANTS OF THE COUNTY. Until the principal of and interest on the Treasure Cove/Ocean Harbor South MSBU Bond shall have been paid in full or until (a) there shall have been set apart in the Sinking Fund a sum sufficient to pay when due the entire principal of and interest accrued and to accrue on the Treasure Cove/Ocean Harbor South MSBU Bond to the Maturity Date, or (b) provision for payment of the Treasure Cove/Ocean Harbor South MSBU Bond shall have been made in accordance with the provisions of this Loan Agreement, the County covenants with the Registered Owner of the Treasure Cove/Ocean Harbor South MSBU Bond as follows: A. rolledion of A~~e~~ment~. The County will collect the Treasure Cove/Ocean Harbor South MSBU Assessments in the manner specified in Section 197.3632, Florida Statutes, and will apply and deposit the proceeds of the Treasure Cove/Ocean Harbor South MSBU Assessments into the "Treasure Cove/Ocean Harbor South MSBU Bond Sinking Fund", hereby created and established (the "Sinking Fund"), and a Reserve Account therein. The County will maintain the Sinking Fund as a separate, special fund on the books and records of the County, and will continuously secure the moneys on deposit therein in the manner required for deposits of public funds. B. Re~erve ACc'olInt, The County will maintain a Reserve Account in the amount of $ , to be used to pay principal of and interest on the Bond if, at any time the amount on deposit in the Sinking Fund is insufficient to pay the debt service on the Bond. C. P;lyment~. The County will punctually pay from the Sinking Fund all principal of and interest on the Treasure Cove/Ocean Harbor South MSBU Bond when due by wire transfer or other medium acceptable to the County and the Bank. D. Fin;lnci;ll St;ltement~. Not later than the earlier of 180 days following the end of each fiscal year or 45 days after it is prepared, the County will provide the Bank a copy of the Comprehensive Annual Financial Report of the County and such other information regarding the levy and collection of the Treasure Cove/Ocean Harbor South MSBU Assessments as the Bank may reasonably request in writing. E. Anm];ll R1If1eet ;lncl Other TnfolTl1;ltion. The County will prepare its annual budget in accordance with the Act, and will provide to the Bank (i) a copy of its final annual budget for each fiscal year within 30 days of adoption thereof by the Board and (ii) such other public information as the Bank may reasonably request. F. T;lX rompli;lnce. The County will take all actions necessary to maintain the exclusion from gross income for purposes of the Code of interest on the Bond to the same extent as on the date of issuance of the Treasure Cove/Ocean Harbor South MSBU Bond. The Treasure Cove/Ocean Harbor South MSBU Bond is not a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code. G. Other rOven;lnt~. The County shall comply with such additional covenants as may be required by the Bank pursuant to its Proposal and specified in Exhibit B attached hereto. 8 10261 v1/28902-00 1 08/ A-LOAN AGREE SECTION 11. REPRESENTATIONS AND WARRANTIES. The County represents and warrants to the Bank that: A. Ore;miz::ltion. The County is a political subdivision, duly organized and existing under the laws of the State of Florida. B. AlIthorization of T ,mm Aereement amI Relatecl Docllments. The County has the power and has taken all necessary action to authorize the execution and delivery of and the performance by the County of its obligations under, this Loan Agreement and the Treasure Cove/Ocean Harbor South MSBU Bond in accordance with their respective terms. This Loan Agreement and the Treasure Cove/Ocean Harbor South MSBU Bond have been duly executed and delivered by the County and are valid and binding obligations of the County, enforceable against the County in accordance with their respective terms, except to the extent that such enforcement may be limited by laws regarding bankruptcy, insolvency, reorganization or moratorium applicable to the County or by general principles of equity regarding the availability of specific performance. C. Treasllre rove/Ocean Harhor SOllth MSRT J Special Assessments. The County has duly adopted the Treasure Cove/Ocean Harbor South MSBU Assessment Resolutions and complied with all requirements of applicable law in connection with the levy of the Treasure Cove/Ocean Harbor South MSBU Assessments. D. Financial Statements. The financial statements of the County for the Fiscal Year ended September 30, 2002, previously provided to the Bank have been prepared in accordance with generally accepted accounting principles and present fairly the financial condition of the County as of such date and the results of its operations for the period then ended. Since such date, there has been no material adverse change in the financial condition, revenues (including, without limitation, the Non Ad Valorem Revenues), properties or operations ofthe County. SECTION 12. CONDITIONS PRECEDENT. The obligation of the Bank to make the Loan is subject to the satisfaction of each of the following conditions precedent on or before the Disbursement Date: A. Action. The Bank shall have received a copy of the Resolution certified as complete and correct as of the closing date, together with an executed Loan Agreement, the executed Treasure Cove/Ocean Harbor South MSBU Bond, and the customary closing certificates. B. Tncnmhency of Officers. The Bank shall have received an incumbency certificate of the County in respect of each of the officers who is authorized to sign this Loan Agreement and the related financing documents on behalf of the County. C. Opinion of ronnsel to the rOlmty. The Bank shall have received a written opinion of counsel to the County addressing matters relating to (1) the corporate existence of the County; (2) the due adoption of the Resolution; (3) the due authorization and execution of this Loan Agreement and the Treasure Cove/Ocean Harbor South MSBU Bond and the related financing documents; and (4) the absence of litigation against the County relating to its existence or powers, 9 10261 v 1/28902-00 108/ A-LOAN AGREE or the proceedings for the authorization and issuance of the Treasure Cove/Ocean Harbor South MSBU Bond, in form and substance satisfactory to the Bank. D. Opinion of Aond rounsel. The Bank shall have received an approving opinion of Bond Counselor, alternatively, a letter from Bond Counsel authorizing the Bank to rely on the approving opinion of Bond Counsel delivered to the County in respect to the Treasure Cove/Ocean Harbor South MSBU Bond to the same extent as if such opinion were addressed to the Bank. E. Rf',presentations and Warranties; No Default The representations and warranties made by the County herein shall be true and correct in all material respects on and as of the Disbursement Date, as if made on and as of such date; no Default shall have occurred and be continuing as of the Disbursement Date or will result from the consummation of the Loan; and the Bank shall have received a certificate from the County to the foregoing effect. F. Other Documents. The Bank shall have received such other documents, certificates and opinions as the Bank or its counsel shall have reasonably requested. SECTION 13. TAX COMPLIANCE. Neither the County, nor any third party over whom the County has control, will make any use of the proceeds of the Treasure Cove/Ocean Harbor South MSBU Bond at any time during the term hereof which would cause the Treasure Cove/Ocean Harbor South MSBU Bond to be a "private activity bond" within the meaning of Section 1 03(b)(1) of the Code or an "arbitrage bond" within the meaning of Section 103(b )(2) of the Code. The County covenants throughout the term of the Treasure Cove/Ocean Harbor South MSBU Bond, to comply with the requirements of the Code and the Regulations, as amended from time to time. SECTION 14. NOTICES. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered, delivered by telecopier, mailed by registered or certified mail, postage prepaid, or delivered by courier service to the parties at the following addresses: County: St. Lucie County, Florida 2300 Virginia Avenue Fort Pierce, Florida 34982-5652 Attention: County Administrator Copy to: St. Lucie County, Florida 2300 Virginia Avenue Fort Piece, Florida 34982-5652 Attention: County Attorney Bank: Bank of America, N.A. 625 N. Flagler Drive, 10th Floor West Palm Beach, Florida 33401 Attention: Mark Irby, Assistant Vice President 10 10261 v 1/28902-00 108/ A-LOAN AGREE Any of the above parties may, by notice in writing given to the others, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Communication via telecopier shall be confirmed by delivery by hand, mail, or courier, as specified above, of an original promptly after such communication by telecopier. SECTION 15. EVENTS OF DEFAULT DEFINED. The following shall be "Events of Default under this Loan Agreement, and the terms "Default" and "Events of Default" shall mean (except where the context clearly indicates otherwise), anyone or more of the following events: A. failure by the County to make any payment of principal of or interest on the Bond within three (3) days of the applicable Payment Date or the Maturity Date. B. failure by the County to observe and perform any other covenant, condition or agreement on its part to be observed or performed under this Loan Agreement for a period of fifteen (15) days after written notice of such failure shall have been delivered to the County by the Bank, unless the Bank shall agree in writing to an extension of such time prior to its expiration; C. the making of any warranty, representation or other statement by the County or by an officer or agent of the County in this Loan Agreement or in any instrument furnished in compliance with or in reference to this Loan Agreement which is false or misleading in any material adverse respect; D. the filing of a petition against the County under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, if an order for relief is entered under such petition or such petition is not dismissed within sixty (60) days of such filing; E. the filing by the County of a voluntary petition in bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or the consent by the County to the filing of any petition against it under such law; or F. the admission by the County of its insolvency or bankruptcy or its inability to pay its debts as they become due or that it is generally not paying its debts as such debts become due, or the County's becoming insolvent or bankrupt or making an assignment for the benefit of creditors, or the appointment by court order of a custodian (including without limitation a receiver, liquidator or trustee) of the County or any of its property taking possession thereof and such order remaining in effect or such possession continuing for more than sixty (60) days. SECTION 16. ARBITRATION. The Registered Owner may sue to protect and enforce any and all rights, including the right to specific performance, existing under the laws of the State of Florida or of the United States of America, or granted and contained in this Loan Agreement, and to enforce and compel the performance of all duties required by this Loan Agreement or by any applicable laws to be performed by the County, the Board or by any officer thereof, and may take all steps to enforce this Loan Agreement to the full extent permitted or authorized by the laws of the State of Florida or the United States of America. 11 I026Ivl/28902-00108/A-LOAN AGREE Any controversy or claim between or among the parties hereto including but not limited to those arising out of or relating to this Loan Agreement and all notes or instruments executed in connection therewith, including any claim based on or arising from an alleged tort, shall be determined by binding arbitration in accordance with the State of Florida arbitration code, the rule of practice and procedure for the arbitration of commercial disputes and the "Special Rules" set forth below. In the event of any inconsistency, the Special Rules shall control. Judgment upon any arbitration award may be entered in any court having jurisdiction. Any party to this Note may bring an action, including a summary or expedited proceeding, to compel arbitration of any controversy or claim to which this Note applies in any court having jurisdiction over such action. A. Spec'i~l RlIle~. The arbitration shall be conducted in St. Lucie County, Florida, and administered by the American Arbitration Association. All arbitration hearings will be commended within ninety (90) days of the demand for arbitration; further, the arbitrator shall only, upon a showing of cause, be permitted to extend the commencement of such hearing for an additional sixty (60 days. B. Re~ervMi()n ()fRieht~. Nothing herein shall be deemed to (i) limit the applicability of any otherwise applicable statues of limitation or repose and any waivers contained herein; or (ii) be a waiver by the Registered Owner of the protection afforded to it by 12 U.S.C. 991 or any substantially equivalent state law; or (iii) limit the right of the Registered Owner to obtain from a court provisional or ancillary remedies such as (but not limited to) injunctive relief, writ of possession or the appointment of a receiver. The Registered Owner may obtain such provisional or ancillary remedies before, during or after the pendency of any arbitration proceeding brought pursuant hereto. The exercise or ancillary remedies shall not constitute a waiver of the right of any party, including the claimant in any such action, to arbitrate the merits of the controversy or claim occasioning resort to such remedies. SECTION 17. NO RECOURSE. No recourse shall be had for the payment of the principal of and interest on the Treasure Cove/Ocean Harbor South MSBU Bond or for any claim based on the Treasure Cove/Ocean Harbor South MSBU Bond or on this Loan Agreement, against any present or former member or officer of the Board or any person executing the Treasure Cove/Ocean Harbor South MSBU Bond. SECTION 18. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. In any case where the date for making any payment or the last date for performance of any act or the exercise of any right, as provided in this Loan Agreement, shall be other than a Business Day, then such payment or performance shall be made on the succeeding Business Day with the same force and effect as if done on the nominal date provided in this Loan Agreement, provided that interest on any monetary obligation hereunder shall accrue at the applicable rate to and including the date of such payment. SECTION 19. AMENDMENTS, CHANGES AND MODIFICATIONS. This Loan Agreement may be amended only in writing signed by both parties hereto. 12 I026Ivl/28902-00108/A-LOAN AGREE SECTION 20. BINDING EFFECT. To the extent provided herein, this Loan Agreement shall be binding upon the County and the Bank and shall inure to the benefit of the County and the Bank and their respective successors and assigns. SECTION 21. SEVERABILITY. In the event any court of competent jurisdiction shall hold any provision of this Loan Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 22. EXECUTION IN COUNTERPARTS. This Loan Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 13 10261 v 1128902-00 108/ A-LOAN AGREE SECTION 23. APPLICABLE LAW. This Loan Agreement shall be governed by and construed in accordance with the laws ofthe State. IN WITNESS WHEREOF, the parties hereto have duly executed this Loan Agreement as of the date first above written. ST. LUCIE COUNTY, FLORIDA (SEAL) By: Chairman, Board of County Commissioners ATTEST: By: Clerk of the Circuit Court, ex-officio Clerk of the Board of County Commissioners APPROVED AS TO FORM AND CORRECTNESS: County Attorney BANK OF AMERICA, N.A. By: Title: 14 I0261vl/28902-00108/A-LOAN AGREE EXHIBIT A FORM OF RONn No. R-l $258,000 ST. LUCIE COUNTY, FLORIDA SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2003A (TREASURE COVE/OCEAN HARBOR SOUTH MSBU) RATE OF TNTEREST MATTJRTTVDATE DATE OF TSSTTF % May1,_ October _, 2003 REGISTERED OWNER: Bank of America, N.A. PRINCIPAL AMOUNT: Two Hundred Fifty-eight Thousand Dollars KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida (the "County"), for value received, hereby promises to pay to the Registered Owner designated above, or registered assigns, solely from the special funds hereinafter mentioned, on May 1, 2004, and on each May 1 thereafter, to and including the Maturity Date specified above, the installments of the above Principal Amount as shown on Schedule 2 attached hereto and forming a part hereof (the "Schedule"), and to pay solely from such funds interest thereon from the date of this Bond or from the most recent date to which interest has been paid, whichever is applicable, until payment of such Principal Amount, interest at the Rate of Interest shown above, subject to adjustment as set forth in Schedule I attached hereto, such interest being payable semi-annually on each May 1 and November 1 (an "Interest Payment Date") commencing May 1,2004, with all unpaid interest being due on the Maturity Date, by wire transfer in accordance with written instructions delivered by the Registered Owner to the County or by such other medium acceptable to the County and to such Registered Owner. The principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. Interest due hereon shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. This Bond is issued to finance the costs of the acquisition and construction of the Treasure Cove/Ocean Harbor South MSBU Project, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Part I, Florida Statutes, Ordinance No. 87-77 of St. Lucie County, Florida, as amended, and other applicable provisions of law, and Resolution 94-196, duly adopted by the Board of County Commissioners (the "Board") on September 20, 1994, as amended and supplemented, particularly as supplemented A-I I026Ivl/28902-00108/A-LOAN AGREE by Resolution No. 01-246, adopted on October 16, 2001, as supplemented by Resolution No. 03- 269, adopted on October 14, 2003 (collectively, the "Resolution"), and pursuant to a Loan Agreement between the County and Bank of America, N.A., dated October 20, 2003 (the "Loan Agreement"), to which reference should be made to ascertain those terms and conditions. This Bond is payable from and secured solely by a lien upon and pledge of the Treasure Cove/Ocean Harbor South Special Assessments (the "Pledged Revenues") all in the manner provided in, and subject to the terms and conditions of the Resolution and the Loan Agreement. The principal of and interest on this Bond do not constitute a general obligation or indebtedness of the County, and the Registered Owner shall never have the right to require or compel the levy of taxes on any property of or in the County for the payment of the principal of and interest on this Bond. The principal of and interest on this Bond are not secured by a lien upon the Treasure Cove/Ocean Harbor South MSBU Project, or upon any property of or in the County, but are secured solely by the Pledged Revenues in the manner provided herein and in the Loan Agreement. Reference is made to the Loan Agreement for the provisions relating to the security for payment ofthis Bond and the duties and obligations ofthe County hereunder. The Registered Owner may sue to protect and enforce any and all rights, including the right to specific performance, existing under the laws of the State of Florida, of the United States of America, or granted and contained in the Loan Agreement, and to enforce and compel the performance of all duties required by the Loan Agreement or by any applicable laws to be performed by the County, the Board or by any officer thereof, and may take all steps to enforce the Loan Agreement to the full extent permitted or authorized by the laws of the State of Florida or the United States of America. Any controversy or claim hereunder, including, but not limited to, those arising out of or relating to the Loan Agreement and this Bond or any instruments executed in connection therewith, including any claim based on or arising from an alleged tort, shall be determined by binding arbitration in accordance with the State of Florida arbitration code, the rule of practice and procedure for the arbitration of commercial disputes and the "Special Rules" set forth below. In the event of any inconsistency, the Special Rules shall control. Judgment upon any arbitration award may be entered in any court having jurisdiction. The Registered Owner of this Note may bring an action, including a summary or expedited proceeding, to compel arbitration of any controversy or claim relating to this Note in any court having jurisdiction over such action. A. Sre~i;:)l Rules. The arbitration shall be conducted in St. Lucie County, Florida, and administered by the American Arbitration Association. All arbitration hearings will be commended within ninety (90) days of the demand for arbitration; further, the arbitrator shall only, upon a showing of cause, be permitted to extend the commencement of such hearing for an additional sixty (60) days. B. Reserv;:)tion ofRie}1ts. Nothing herein shall be deemed to (i) limit the applicability of any otherwise applicable statues of limitation or repose and any waivers contained herein or in the Loan Agreement; or (ii) be a waiver by the Registered Owner of any protection afforded to it by 12 U.S.C. 991 or any substantially equivalent state law; or (iii) limit the right of the Registered A-2 10261 vl/28902-00 108/ A-LOAN AGREE Owner to obtain from a court provisional or ancillary remedies such as (but not limited to) injunctive relief, writ of possession or the appointment of a receiver. The Registered Owner may obtain such provisional or ancillary remedies before, during or after the pendency of any arbitration proceeding brought pursuant hereto. The exercise or ancillary remedies shall not constitute a waiver of the right of the Registered Owner to arbitrate the merits of the controversy or claim occasioning resort to such remedies. This Bond may be transferred or assigned by the Registered Owner without the prior written consent of the County provided that (1) the County is given notice of such transfer not later than ten (10) days prior to the next Interest Payment Date on the Bonds and (2) the transferee provides to the County an investment letter in form and substance materially the same as the letter provided by the Registered Owner to the County upon the original issuance hereof Upon the occurrence of an Event of Default, as defined in the Loan Agreement, the County shall also be obligated to pay, but only from the Pledged Revenues, all costs of collection and enforcement hereof, including attorneys' fees (including fees incurred on appeal). It is hereby certified and recited that all acts, conditions and things required by the Constitution and laws of the State of Florida to be performed, to exist and to happen precedent to and in the issuance of this Bond, have been performed, exist and have happened in regular and due form and time as so required. A-3 I0261vl/28902-00108/A-LOAN AGREE IN WITNESS WHEREOF, St. Lucie County, Florida, has caused this Bond to be executed by the Chairman or Vice-Chairman of its Board of County Commissioners, and attested by the Clerk or Deputy Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners, either manually or with their facsimile signatures, and its seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the Date of Issue above. ST. LUCIE COUNTY, FLORIDA (SEAL) By: Chairman ofthe Board of County Commissioners ATTEST: By: Clerk ofthe Circuit Court, ex-officio Clerk of the Board of County Commissioners A-4 10261vl/28902-00108/A-LOAN AGREE SCHEDULES TO ST. LUCIE COUNTY, FLORIDA SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2003A (TREASURE COVE/OCEAN HARBOR SOUTH MSBU) 10261 v \128902-00 108/ A-LOAN AGREE SCHEDULE 1 ADJUSTMENTS TO INTEREST RATE IN CERTAIN EVENTS The rate of interest on this Bond shall be adjusted, as set forth below: The interest rate on the Bond is based on (a) the status of the Bond as a tax exempt obligation under Section 103 of the Internal Revenue Code of 1986, as amended ("Code"); (b) the laws in effect on the Date of Issue of the Bond; and (c) the maximum corporate income tax rate in effect and applicable to the Registered Owner on the Date ofIssue of the Bond. If the Bond should be determined not to be a tax-exempt obligation for purposes of Section 103 of the Code, the interest rate on the Bond will be adjusted retroactive to the date that such determination became effective in order to preserve to the Registered Owner the after- tax yield that the Registered Owner enjoyed on the Date ofIssue of the Bond. The County shall also pay any additions to tax, penalties, any interest on the Bond, and any arrears in interest resulting from such a determination. If the (A) laws in effect or (B) the maximum corporate income tax rate in effect on the Date of Issue of the Bond should change, the Registered Owner may adjust the interest rate on the Bond retroactive to the date of such change to the extent necessary to preserve to the Registered Owner the after-tax yield that the Registered Owner enjoyed on the Date of Issue of the Bond. Any additional interest, and any additions to tax, penalties and interest payable pursuant to the preceding paragraphs shall be payable on the earlier of the first day of the first month or the first interest payment date following the date the Registered Owner notifies the County of the amount due, and thereafter, such increased interest rate shall be payable on the same dates interest would have otherwise been payable. The adjustments provided for in this schedule and the obligation of the County to pay any additional amounts hereunder shall survive the payment of the Bond until the expiration of the statute of limitations applicable to the ability of the Internal Revenue Service to determine that the Bond was not a tax-exempt obligation. SCHEDULE 1-1 10261 v1l28902-00 108/ A-LOAN AGREE SCHEDULE 2 ST. LUCIE COUNTY SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2003A (TREASURE COVE/OCEAN HARBOR SOUTH MSBU) AMORTIZATION SCHEDULE (Put In Amortization From William R. Hough & Co. When Final Interest Rate Is Set) SCHEDULE 2 1026Ivl/28902-00108/A-LOAN AGREE October 9,2003 Ms. Rebecca Padrick MSBU Coordinator St. Lucie County 2300 Virginia Avenue Ft Pierce, Florida 34982 EXHIBIT B BANK'S PROPOSAL LETTER Dear Ms. Padrick: Re: MSBU project Loans- Treasure Cove Dunes / Ocean Harbor South We are pleased to have the opportunity to provide you a commitment which sets forth the general terms and conditions under which Bank of America, N.A. (the "Bank") will provide financing to St. Lucie County (the "Borrower"). f'ontat't InformMion' Rorrowpr' A mount. Purpo~p' Iwn:. Rppaympnt. Intprp~t RMp' Bank of America Phone: 561-838-2353 Fax: 561-838-2325 625 North Flagler Drive, lOth Floor West Palm Beach, Florida 33401 Contact Person: Mark Irby, Asst. Vice President St. Lucie County, Florida $258,000 Term Loan. To provide permanent financing for the Treasure Cove Dunes / Ocean Harbor South MSBU project in St. Lucie County. 14 years Interest will be payable semi-annually on May I st and November I st with principal due annually based on a level debt service. All payments to be autodebited from borrower's designated account with the Bank. A tax free, Non Bank Qualified fixed interest rate based on 67.5% of the 15 year US Swap "ask" rate, plus 132 basis points, on an actual/360 day basis. For indicative purposes, if the loan were to close on October 9, 2003, the fixed rate would be 5.07%. Rate to be fixed at closing. Spt'urity. Thp following Tprm~ and f'ondition~ apply to thp ahovp I.oan' 10261 v 1/28902-00 108/ A-LOAN AGREE The project will be payable from special assessments levied against the lands and real estate within the MSBU. All of these special assessments will be placed on the County's tax rolls, to be collected in the same manner as ad-valorem taxes. The County will agree not to pledge these funds to repay any additional indebtedness without the Bank's approval. C-l ('ontlition~. The following conditions must be met: I.) The proposed MSBU must have a build-out ratio of no less than 65%, as attested to and demonstrated via assessment roles provided by the County. 2.) Total tax assessed property value for the MSBU to the total assessment debt is to be no less than 10: I. 3.) Debt service coverage of no less than 1.07 times on each individual loan. 4.) Establish a debt service reserve account, to be held at Bank of America, which will generate interest income. All such income will be deposited into the reserve account. 5.) If any of the above conditions are not met, County will covenant to budget and appropriate and continue to do so until such time as all above conditions are met. Other Term~. I.) The County will provide a copy of its General Purpose Financial Statements on an annual basis, within 180 days of its fiscal year end. 2.) Borrower's counsel shall provide Bank with an opinion letter as to the tax-exempt status of each Loan. 3.) The tax-exempt rates as quoted herein take into consideration the Minimum Corporate Income Tax Rate of 35%. Should there be a change in the Minimum Corporate Tax Rate, the Bank shall reserve the right to adjust the interest rate in order to maintain the same after tax yield. 4.) The Bank shall also have the right to adjust the tax-exempt interest rate in order to maintain the same after tax yield if any amendments to existing law are enacted which would adversely affect the Bank's after tax yield including any "determination of taxability" as will be defined in the Loan documents. (,Jodng ('o~t~. The Borrower will pay all closing costs including, but not limited to, the Bank's reasonable attorney's fees, which will not exceed $2,500. QlIlIlity of nO{,lIment~. Each document and item required to be submitted to Bank of America Pursuant to the Commitment shall be satisfactory in form and substance to Bank. Further, the Borrower agrees to execute at the closing all documents deemed necessary by Bank's attorney. This term sheet is not intended to be all inclusive. Other terms, conditions, and financial covenants shall be included in the Loan Documents. On behalf of Bank of America, I am pleased to have the opportunity to provide this financing to St. Lucie County, Florida. Sincerely, Mark Irby Credit Products Officer Asst. Vice President C-2 10261 v1/28902-00 1 08/ A-LOAN AGREE