HomeMy WebLinkAbout04-249
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RESOLUTION NO. 04-249
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST.
LUCIE COUNTY, FLORIDA, SUPPLEMENTING RESOLUTION NO. 94-196;
PROVIDING FOR THE BORROWING OF $74,000 TO FINANCE THE COST
OF WATER IMPROVEMENTS WITHIN SKYLARK 2 MUNICIPAL 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 PRINCIPAL AMOUNT;
PROVIDING FOR THE ISSUANCE OF A $74,000 SPECIAL ASSESSMENT
IMPROVEMENT BOND, SERIES 2004B (SKYLARK 2 MSBU), AS EVIDENCE
OF THE COUNTY'S OBLIGATION 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 is supplemental to the
Master 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 or the 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 ofthe County.
"Bond Resolution" means, collectively, the Master 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 of the County.
"Skylark 2 MSBU" means the MSBU established pursuant to Resolution No. 00-264,
adopted by the Board on November 8, 2000.
"Skylark 2 MSBU Assessment Resolutions" means, collectively, Resolution No. 02-256,
adopted November 5, 2002, and Resolution No. 04-198, adopted August 10,2004.
"Skylark 2 MSBU Assessments" means the special assessments levied within the Skylark 2
MSBU pursuant to the Skylark 2 MSBU Assessment Resolutions.
"Skylark 2 MSBU Bond" means the Special Assessment Improvement Bond, Series 2004B
(Skylark 2 MSBU), of the County, which shall be in substantially the form attached to the Loan
Agreement as Exhibit A.
"Skylark 2 MSBU Project" means the water utility improvements within the Skylark 2
MSBU in order to connect the properties to the regional water utility system, and all costs incidental
thereto as permitted by the Assessment Act.
"Skylark 2 MSBU Project Costs" means all or a portion of the cost of undertaking the
Skylark 2 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 Skylark 2 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 Skylark 2 MSBU Project.
"Line of Credit" means the principal amount of $3,500,000 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, as amended by Resolution No. 02-240, adopted on
September 24, 2002.
"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
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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 of the 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 July 29, 2004.
Section 3. Findings. It is hereby found, declared, and determined by the Board:
(A) The County has heretofore authorized (1) the creation of the Skylark 2 MSBU; (2)
the undertaking of the Skylark 2 MSBU Project; and (3) the levy and collection of the Skylark 2
MSBU Assessments to pay the cost of the Skylark 2 MSBU Project Costs. The County has
outstanding the Prior Loan, the proceeds of which were used to finance Skylark 2 MSBU Project
Costs.
(B) The County has completed the Skylark 2 MSBU Project and collected
prepayments of Skylark 2 MSBU Assessments, and it is necessary to borrow moneys to be
applied together with the Skylark 2 MSBU Assessments to repay the Prior Loan and to pay other
Skylark 2 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 Skylark 2 MSBU Assessments that the Proposal be accepted.
(D) It is necessary and desirable and in the best interest of the County to authorize and
approve the execution and delivery of the Loan Agreement, the Skylark 2 MSBU Bond, and the
taking of all other action in connection with the consummation of the Loan.
Section 4. Authorization of Skylark 2 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 2004B (Skylark 2
MSBU), in the principal amount of Seventy-four Thousand Dollars ($74,000) 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 Skylark 2
Special Assessments, is hereby authorized.
Section 5. Approval of Form of Loan Agreement and Skylark 2 MSBU Bond. The
Loan Agreement and the Skylark 2 MSBU Bond are hereby approved, and the Chairman and
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Clerk are hereby authorized to execute and deliver the Loan Agreement and the Skylark 2
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 Skylark 2 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 of the County which are necessary
or desirable in connection with the execution and delivery of the Loan Agreement and the Skylark 2
MSBU Bond to the Bank, including, but not limited to, the making of modifications to the Loan
Agreement and the Skylark 2 MSBU Bond to conform the provisions thereof to 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 Skylark 2 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 Skylark 2 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.
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Passed and Adopted this 24th day of August 2004, at a regular meeting duly called and
held.
(SEAL)
ST. LUCIE COUNTY, FLORID1-
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By. _ it. - -.. /r{..:.-, _./.. / '£-(}~
Chairman, Board of Coonty ,
Commissioners
APPROVED AS TO FORM AND
CO CTNESS:
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EXHIBIT I
FORM OF LOAN AGREEMENT
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TERM LOAN AGREEMENT
between
ST. LUCIE COUNTY, FLORIDA
and
BANK OF AMERICA, N.A.
Dated September 30,2004
Relating to
St. Lucie County, Florida
$74,000
Special Assessment Improvement Bond, Series 2004B
(Skylark 2 MSBU)
TARLE OF CONTENTS
£age
SECTION 1. DEFINITIONS.................................................. ....................................................... 1
SECTION 2. INTERPRETATION................................................................................................4
SECTION 3. THE LOAN.............................................................................................................. 5
SECTION 4. DESCRIPTION OF SKYLARK 2 MSBU BOND ....................................................5
SECTION 5. EXECUTION OF SKYLARK 2 MSBU BOND.......................................................5
SECTION 6. REGISTRATION AND TRANSFER OF SKYLARK 2 MSBU BOND................... 5
SECTION 7. SKYLARK 2 MSBU BOND MUTILATED, DESTROYED, STOLEN OR LOST .6
SECTION 8. FORM OF SKYLARK 2 MSBU BOND .................................................................. 7
SECTION 9. SECURITY FOR SKYLARK 2 MSBU BOND; SKYLARK 2 MSBU BOND NOT
DEBT OF THE COUNTy.............................................................................................................. 7
SECTION 10. COVENANTS OF THE COUNTy........................................................................ 7
SECTION 11. REPRESENTATIONS AND WARRANTIES .......................................................8
SECTION 12. CONDITIONS PRECEDENT................................................................................ 8
SECTION 13 . TAX COMPLIANCE............................................................................................. 9
SECTION 14. NOTICES............................................................................................................... 9
SECTION 15. EVENTS OF DEFAULT DEFINED................................................... .................10
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.............................................................................................. 12
SECTION 21. SEVERABILITy...................... ...... ...... ....................... .......... .......... .................. ...12
SECTION 22. EXECUTION IN COUNTERPARTS................................................................... 12
SECTION 23. APPLICABLE LAW........................................................................................... .13
E/STLlMSBU/SKYLARK 2/A-LOAN AGREE
This TERM LOAN AGREEMENT is made and entered into as of September 30, 2004, by
and between ST. LUCIE COUNTY, FLORIDA (the "County"), and BANK OF AMERICA, N.A.
(the "Bank").
WITNESSFTH'
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 Skylark 2 MSBU
Project hereinafter described, and that the Skylark 2 MSBU Project will serve essential public
purposes of the County; and
WHEREAS, the County has previously determined to pay the Skylark 2 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 Skylark 2 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 $74,000 to finance the
Skylark 2 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 Skylark 2 MSBU
Assessments to secure the obligation of the County to repay the principal of and interest on the
Skylark 2 MSBU Bond when due; and
WHEREAS, the obligation of the County to repay principal of and interest on the Skylark 2
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 of the County, secured solely by a lien upon and pledge
of the Skylark 2 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 Skylark 2 MSBU Bond or to make any other payments provided for herein.
Furthermore, neither the Skylark 2 MSBU Bond nor the interest thereon shall be or constitute a lien
upon the Skylark 2 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 meamngs
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 of law.
"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 ofthe
investment policy ofthe 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 September 30, 2004, or such other date on which proceeds of
the Loan are disbursed to the County.
"Fiscal Year" means the period from each October I to the succeeding September 30.
"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 Skylark 2 MSBU Bond.
"Line of Credit" means the $3,500,000 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
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Board on September 18, 2001, as amended by Resolution No. 02-240, adopted on September 24,
2002.
"Loan" means the advance of moneys from the Bank to the County pursuant to this Loan
Agreement.
"Loan Agreement" means this agreement between the Bank and the County setting forth the
terms and details of the Loan.
"Master Resolution" means Resolution No. 94-196, adopted by the Board on September 20,
1994, as amended by Resolution No. 95-183, adopted on September 5, 1995, and as further amended
from time to time.
"Maturity Date" means the last date on which all remaining, outstanding principal of the
Skylark 2 MSBU Bond is due as shown on Exhibit A hereto.
"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 Skylark 2 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 Seventy-four Thousand Dollars ($74,000).
"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 July 29,2004.
"Register" means the books maintained by the Registrar in which are recorded the name and
address of the Registered Owner of the Skylark 2 MSBU Bond.
"Registered Owner" means the person in whose name the ownership of the Skylark 2 MSBU
Bond is registered on the books maintained by the Registrar. The Registered Owner shall be the
Bank.
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E/STLlMSBU/SKYLARK 2/A-LOAN AGREE
"Registrar" means the Person maintaining the Register. The Registrar shall initially be the
Clerk.
"Regulations" means the Income Tax Regulations promulgated by the Internal Revenue
Service under Sections 103 and 141 through 150 ofthe Code.
"Resolution" means, collectively, the Master Resolution and Resolution No. 04-249, adopted
by the Board on August 24, 2004, and all resolutions amendatory thereof and supplemental thereto.
"Skylark 2 MSBU" means the MSBU established pursuant to Resolution No. 00-264,
adopted by the Board on November 8, 2000.
"Skylark 2 MSBU Assessment Resolutions" means, collectively, Resolution No. 02-256,
adopted November 5,2002, and Resolution No. 04-198, adopted August 10,2004.
"Skylark 2 MSBU Assessments" means the special assessments levied within the Skylark 2
MSBU pursuant to the Skylark 2 MSBU Assessment Resolutions.
"Skylark 2 MSBU Bond" means the Special Assessment Improvement Bond, Series 2004B
(Skylark 2 MSBU), of the County, which shall be in substantially the form attached to the Loan
Agreement as Exhibit A.
"Skylark 2 MSBU Project" means the water utility improvements within the Skylark 2
MSBU in order to connect the properties to the regional water utility system, and all costs incidental
thereto as permitted by the Assessment Act.
"Skylark 2 MSBU Project Costs" means all or a portion of the cost of undertaking the
Skylark 2 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 Skylark 2 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
ofthe Skylark 2 MSBU Project.
"State" means the State of Florida.
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.
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E/STLlMSBU/SKYLARK 2/A-LOAN AGREE
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. Dishursement 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 SKYLARK 2 MSBU BOND. The obligation of the
County to repay the Loan shall be evidenced by the Skylark 2 MSBU Bond. The Skylark 2 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 ITom 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 Skylark 2 MSBU Bond may be prepaid in whole or in part prior to
maturity without penalty.
SECTION 5. EXECUTION OF SKYLARK 2 MSBU BOND. The Skylark 2 MSBU Bond
shall be executed in the name of the 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 Skylark 2 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 Skylark 2 MSBU Bond shall hold the
appropriate office in the County, although at the date thereof the person may not have been so
authorized. The Skylark 2 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 SKYLARK 2 MSBU BOND. The
Skylark 2 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 Skylark 2 MSBU Bond, shall be conclusively deemed
to have agreed that such Skylark 2 MSBU Bond shall be and have all of the qualities and incidents
of negotiable instruments thereunder.
There shall be a Registrar who shall be responsible for maintaining the Register. The person
in whose name ownership of the Skylark 2 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 Skylark 2 MSBU Bond for all purposes, whether or not the Skylark 2
MSBU Bond shall be overdue, and any notice to the contrary shall not be binding upon the County
or the Registrar.
Ownership of the Skylark 2 MSBU Bond may be transferred only upon the Register. Upon
surrender to the Registrar for transfer or exchange of the Skylark 2 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
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of the Registered Owner or the transferee or transferees, as the case may be, a new fully registered
Skylark 2 MSBU Bond of the same amount, maturity and interest rate as the Skylark 2 MSBU Bond
surrendered.
The Skylark 2 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 Skylark 2 MSBU Bond. The Registrar or the
County may also require payment ITom 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 Skylark 2 MSBU
Bond shall be delivered.
The new Skylark 2 MSBU Bond delivered upon any transfer or exchange shall be a valid
obligation of the County, evidencing the same debt as the Skylark 2 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 Skylark 2 MSBU Bond surrendered.
Whenever the Skylark 2 MSBU Bond shall be delivered to the Registrar for cancellation,
upon payment of the principal amount thereof, or for replacement, transfer or exchange, such
Skylark 2 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. SKYLARK 2 MSBU BOND MUTILATED, DESTROYED, STOLEN OR
LOST. In case the Skylark 2 MSBU Bond shall be mutilated, or be destroyed, stolen or lost, upon
the Registered Owner 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 Skylark 2 MSBU Bond of like tenor as
the Skylark 2 MSBU Bond so mutilated, destroyed, stolen or lost, in lieu of or substitution for the
Skylark 2 MSBU Bond, if any, destroyed, stolen or lost, or in exchange and substitution for such
mutilated Skylark 2 MSBU Bond, upon surrender of such mutilated Skylark 2 MSBU Bond, if any,
to the Registrar and the cancellation thereof; provided however, if the Skylark 2 MSBU Bond shall
have matured or be about to mature, instead of issuing a substitute Skylark 2 MSBU Bond, the
County may pay the same, upon being indemnified as aforesaid, and if such Skylark 2 MSBU Bond
be lost, stolen or destroyed, without surrender thereof. Any Skylark 2 MSBU Bond surrendered
under the terms of this Section 7 shall be cancelled by the Registrar.
Any such new Skylark 2 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
Skylark 2 MSBU Bond, the lost, stolen or destroyed Skylark 2 MSBU Bond be at any time found by
anyone, and such new Skylark 2 MSBU Bond shall be entitled to equal and proportionate benefits
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E/STLlMSBU/SKYLARK 2/A-LOAN AGREE
and rights as to security for payment to the same extent as the Skylark 2 MSBU Bond originally
issued hereunder.
SECTION 8. FORM OF SKYLARK 2 MSBU BOND. The Skylark 2 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 SKYLARK 2 MSBU BOND; SKYLARK 2 MSBU BOND
NOT DEBT OF THE COUNTY. The payment of the principal of and interest on the Skylark 2
MSBU Bond shall be secured forthwith solely by the Skylark 2 MSBU Special Assessments. The
principal of and interest on the Skylark 2 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 Skylark 2 MSBU Bond. The Skylark 2 MSBU Bond shall not be secured by, nor constitute, a
lien upon the Skylark 2 MSBU Project or upon any money if or in the County, but shall be secured
solely by the Skylark 2 MSBU Special Assessments in the manner provided herein.
SECTION 10. COVENANTS OF THE COUNTY. Until the principal of and interest on
the Skylark 2 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 Skylark 2 MSBU Bond to the Maturity Date, or (b) provision for payment of
the Skylark 2 MSBU Bond shall have been made in accordance with the provisions of this Loan
Agreement, the County covenants with the Registered Owner of the Skylark 2 MSBU Bond as
follows:
A. Collection of Assessments. The County will collect the Skylark 2 MSBU
Assessments in the manner specified in Section 197.3632, Florida Statutes, and will apply and
deposit the proceeds of the Skylark 2 MSBU Assessments into the "Skylark 2 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. Reserve Account. The County will maintain a Reserve Account in the amount of
$7,400, 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. Payments. The County will punctually pay from the Sinking Fund all principal of
and interest on the Skylark 2 MSBU Bond when due by wire transfer or other medium acceptable to
the County and the Bank.
D. Fimmci¡:¡] St¡:¡tements. 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 Skylark 2 MSBU Assessments as the Bank may reasonably request in
writing.
7
E/STLlMSBU/SKYLARK 21 A-LOAN AGREE
E. Annml Rllcl£et ¡:¡ncl Other Inform¡:¡tion. 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. Tax Compli¡:¡nœ. 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 Skylark 2 MSBU Bond. The Skylark 2 MSBU Bond is not a
"qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code.
G. Other Coven¡:¡nts. 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.
SECTION II. REPRESENTATIONS AND WARRANTIES. The County represents and
warrants to the Bank that:
A. Org¡:¡nization. The County is a political subdivision, duly organized and existing
under the laws of the State of Florida.
B. Allthoriz¡:¡tion of I,o¡:¡n Aereement ¡:¡ncl Rel¡:¡tecl 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 Skylark 2 MSBU
Bond in accordance with their respective terms. This Loan Agreement and the Skylark 2 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. Sky]¡:¡rk 2 MSm J Speci¡:¡] Assessments. The County has duly adopted the Skylark 2
MSBU Assessment Resolutions and complied with all requirements of applicable law in connection
with the levy of the Skylark 2 MSBU Assessments.
D. Fin¡:¡nci¡:¡l St¡:¡tements. The financial statements of the County for the Fiscal Year
ended September 30,2003, 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 of the 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:
8
E/STLlMSBU/SKYLARK 2/A-LOAN AGREE
A. Action. The Bank shall have received a copy ofthe Resolution certified as complete
and correct as of the closing date, together with an executed Loan Agreement, the executed Skylark
2 MSBU Bond, and the customary closing certificates.
B. Incllmhency 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 COllnsel to the County. 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 Skylark 2 MSBU Bond and the related financing documents; and (4) the absence of
litigation against the County relating to its existence or powers, or the proceedings for the
authorization and issuance of the Skylark 2 MSBU Bond, in form and substance satisfactory to the
Bank.
D. Opinion of Roncl COlmsel. 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 Skylark 2 MSBU Bond
to the same extent as if such opinion were addressed to the Bank.
E. Representations ¡:¡ncl W¡:¡rr¡:¡nties; No Defmllt 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 ITom the County to the foregoing effect.
F. Other DOCllments. 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 Skylark 2 MSBU Bond at any time
during the term hereof which would cause the Skylark 2 MSBU Bond to be a "private activity bond"
within the meaning of Section 103(b)(l) 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 Skylark 2 MSBU
Bond, to comply with the requirements of the Code and the Regulations, as amended ITom 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:
9
E/STLlMSBUlSKYLARK 2/A-LOAN AGREE
County:
Copy to:
Bank:
St. Lucie County, Florida
2300 Virginia Avenue
Fort Pierce, Florida 34982-5652
Attention: County Administrator
St. Lucie County, Florida
2300 Virginia Avenue
Fort Piece, Florida 34982-5652
Attention: County Attorney
Bank of America, N.A.
Government Banking
625 N. Flagler Drive, FL5-441-1O-06
West Palm Beach, Florida 33401
Attention: Linda A. Mason, Senior Vice President/Senior Client Manager
PH: 561/838-2329 and FX: 561/838-2325
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 tàilure 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,
E/STL/MSBU/SKYLARK 2/A-LOAN AGREE
10
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. REMEDIES. 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.
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 ITom 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. Special 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. Reservation of Rights. 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. §91 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.
11
E/STLlMSBU/SKYLARK 2/A-LOAN AGREE
SECTION 17. NO RECOURSE. No recourse shall be had for the payment of the principal
of and interest on the Skylark 2 MSBU Bond or for any claim based on the Skylark 2 MSBU Bond
or on this Loan Agreement, against any present or former member or officer of the Board or any
person executing the Skylark 2 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.
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.
12
E/STLlMSBU/SKYLARK 2/A-LOAN AGREE
SECTION 23. APPLICABLE LAW. This Loan Agreement shall be governed by and
construed in accordance with the laws of the State.
IN WITNESS WHEREOF, the parties hereto have duly executed this Loan Agreement as of
the date first above written.
(SEAL)
.~
(
E/STLlMSBU/SKYLARK 2/A-LOAN AGREE
ST. LUCIE COUNTY, FLORIDA
I ¿J ¡/ . // ~-- -;i-.:.
By: .rd£/ (/f./ 1)( 4' -11-
Chairman, Board of CD'£futy .
Commissioners
APPROVED AS TO FORM AND
CORRECTNESS:
County Attorney
13
E/STLlMSBU/SKYLARK 2/A-LOAN AGREE
BANK OF AMERICA, N.A.
By:
14
Title:
EXHIBIT A
FORM OF ROND
No. R-l
$74,000
ST. LUCIE COUNTY, FLORIDA
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2004B
(SKYLARK 2 MSBU)
RATE OF INTEREST
MATT JRITY DA TE
DATE OF ISSTJR
%
November 1,2018
September 30,2004
REGISTERED OWNER:
Bank of America, N.A.
PRINCIPAL AMOUNT: Seventy-four 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, 2005, and on each May 1
and November 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 ITom such funds interest thereon from the date of this Bond or ITom
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 1,2005, 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 Skylark 2
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
ofSt. 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 by Resolution No. 04-249, adopted on
A-1
E/STLlMSBUlSKYLARK 2/A-LOAN AGREE
August 24, 2004 (collectively, the "Resolution"), and pursuant to a Loan Agreement between the
County and Bank of America, N.A., dated September 30, 2004 (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 Skylark 2
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
Skylark 2 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 of this Bond and the
duties and obligations of the 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 ITom 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. Speci¡:¡l RlIles. 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 of Rights. 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. §91 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,
A-2
E/STLlMSBU/SKYLARK 2/A-LOAN AGREE
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 ofthe 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.
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 ofIssue above.
ST. LUCIE COUNTY, FLORIDA.-
(SEAL)
E/STLlMSBU/SKYLARK 2/A-LOAN AGREE
l_
SCHEDULES TO
ST. LUCIE COUNTY, FLORIDA
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2004B
(SKYLARK 2 MSBU)
E/STLlMSBU/SKYLARK 2/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 of Issue 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
E/STLlMSBU/SKYLARK 2/A-LOAN AGREE
SCHEDULE 2
ST. LUCIE COUNTY
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2004B
(SKYLARK 2 MSBU)
AMORTIZATION SCHEDULE
(Put In Amortization When Final Interest Rate Is Set)
SCHEDULE 2
E/STLlMSBU/SKYLARK 2/A-LOAN AGREE
J
E/STLlMSBUlSKYLARK 2/A-LOAN AGREE
EXHIBIT B
BANK'S PROPOSAL LETTER
C-l
J