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RESOLUTION NO. 05-188
A RESOLUTION APPROVING THE EXECUTION AND DELIVERY OF
A MODIFICATION AGREEMENT WITH RESPECT TO THE
COUNTY'S SPECIAL ASSESSMENT IMPROVEMENT TERM NOTE,
SERIES 2001 (MSBU LOAN - BANK OF AMERICA FACILITY), AND
RELATED TERM LOAN AGREEMENT; 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 Chapter 125, Part I, Florida Statutes, as amended, Ordinance No. 87-77 of the Board,
as amended, and other applicable provisions oflaw (the "Act").
Section 2. Findings. It is hereby found, declared, and determined by the Board of County
Commissioners (the "Board") ofSt. Lucie County, Florida (the "County"), as follows:
A. The County and the Bank have previously entered into that certain Term Loan
Agreement, dated September 24, 2001 ("Original Loan Agreement"), as amended by a
Modification Agreement, dated as of September 24, 2002 (the "Modification Agreement" and,
together with the Original Loan Agreement, the "Loan Agreement"); and
B. The amount available under the Original Loan Agreement was $5,000,000, and
was, at the request of the County, reduced to $3,500,000 pursuant to the Modification
Agreement; and
C. The County has determined that the reduction in the amount available pursuant to
the Modification Agreement was based on a mistake of fact as to the nature of the Loan
Agreement, i.e., that the Original Loan Agreement was a revolving loan when, in fact, it was a
term loan, and it is necessary and desirable and in the best interests of the County that the
aggregate principal amount of the Loan be deemed to be the original amount of not exceeding
$5,000,000 continuously since the date ofthe Original Loan Agreement.
Section 3. Approval of Second Modification Agreement. The provisions of the Second
Modification Agreement, in substantially the form attached hereto as Exhibit A, are hereby
approved, and the proper officers of the County are hereby authorized and directed to execute the
Second Modification Agreement on behalf of the County and to deliver an executed original
thereof to the Bank.
Section 4. Remaining Provisions Unaffected. The remaining provisions of the Loan
Agreement and the Note shall remain in full force and effect.
{5000/99/000 15585.DOCv2}
Section 5. 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 trom the remaining covenants, agreements or provisions hereof, and in
no way affect the validity of all other provisions of the Loan Agreement or this resolution.
Section 6. Effective Date. This resolution shall take effect immediately upon its adoption.
Passed and Adopted this 3,d day of May 2005, at a regular meeting duly called and held.
(SEAL)
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ST. LUCIE COUNTY, FLORIDA
By:
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Chair, Board of County Commissione~s
ATTEST:
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lerk of the CircUIt Court,
Ex-officio Clerk of the Board
APPROVED AS TO FORM AND
CORRECTNESS:
15000/99/00015585.DOCv212
SECOND MODIFICATION AGREEMENT
THIS SECOND MODIFICATION AGREEMENT is made and entered into by and
between St. Lucie County, Florida, a political subdivision of the State of Florida ("County") and
Bank of America, N.A., a national banking association ("Bank") as ofthis _ day of May 2005.
Whereas, the County and the Bank have previously entered into that certain Term Loan
Agreement, dated September 24, 2001 ("Original Loan Agreement"), as amended by a
Modification Agreement, dated as of September 24, 2002 (the "Modification Agreement" and,
together with the Original Loan Agreement, the "Loan Agreement"); and
Whereas, the amount available under the Original Loan Agreement was $5,000,000, and
was, at the request of the County, reduced to $3,500,000 pursuant to the Modification
Agreement; and
Whereas, the County has determined that the reduction in the amount available pursuant
to the Modification Agreement was based on a mistake of fact as to the nature of the Loan
Agreement, i.e., that the Original Loan Agreement was a revolving loan when, in fact, it was a
term loan, and it is necessary and desirable and in the best interests of the County that the
aggregate principal amount of the Loan be deemed to have been the original amount of not
exceeding $5,000,000 continuously since the date of the Original Loan Agreement;
NOW, THEREFORE, for and in consideration of the Bank's consent to maintain the
amount available under the Loan Agreement at the original amount of $5,000,000, the County
and the Bank agree as follows:
Section 1. Rescinding of Amendment to Loan Agreement. The action taken with
respect to the approval of Section I.D. of the Modification Agreement is hereby rescinded and
repealed, and the definition of "Principal Amount" contained in the Original Loan Agreement
shall be deemed to have been in effect continuously since September 24, 200 I.
Section 2. Remaining Provisions Unaffected. The remaining provisions of the Loan
Agreement shall be deemed to be unchanged and shall remain in full force and effect.
15000/99/00015583,DOCv2}
IN WITNESS WHEREOF, the Bank and the County have executed this Second
Modification Agreement as of the date and year first above written.
(SEAL)
ST. LUCIE COUNTY, FLORIDA
By:
Chair, Board of County Commissioners
ATTEST:
By:
Clerk ofthe Circuit Court,
ex-officio Clerk of the Board
of County Commissioners
APPROVED AS TO FORM AND
CORRECTNESS:
County Attorney
2
15000/99/00015583.DOCv21