HomeMy WebLinkAbout05-222
RESOLUTION NO. 05-222
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST.
LUCIE COUNTY, FLORIDA, PROVIDING FOR THE ISSUANCE FROM TIME
TO TIME OF STATE REVENUE SHARING IMPROVEMENT AND/OR
REFUNDING BONDS; PROVIDING FOR THE COVENANTS OF THE
COUNTY WITH THE HOLDERS OF THE BONDS; PROVIDING FOR THE
RIGHTS, SECUR1TY, AND REMEDIES OF THE REGISTERED OWNERS OF
SUCH BONDS; PROVIDING FOR THE ISSUANCE OF STATE REVENUE
SHARING 1MPROVEMENT REVENUE BONDS, SERIES 2005; ACCEPTING
THE COMMITMENT OF THE BOND INSURER FOR AND MAING
CERTAIN COVENANTS IN CONNECTION WITH A MUNICIPAL BOND
INSURANCE POLICY AND A DEBT SERVICE RESERVE FUND SURETY
BOND; DELEGATING AUTHOR1TY TO AWARD THE SERIES 2005 BONDS
AND TO EXECUTE A BOND PURCHASE CONTRACT; PROVIDING FOR
THE APPROVAL OF FINAL TERMS OF THE SERIES 2005 BONDS;
APPOINTING A BOND REG1STRAR AND PAYING AGENT; APPROVING
THE FORMS OF VARIOUS DOCUMENTS; AUTHOR1ZING THE
EXECUTION OF VARIOUS DOCUMENTS AND THE TAK1NG OF ALL
NECESSARY ACTION IN CONNECTION WITH THE ISSUANCE AND
DELIVERY OF THE SERIES 2005 BONDS; AND PROVIDING AN EFFECTIVE
DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE
COUNTY, FLORIDA, as follows:
ARTICLE I
STATUTORY AUTHOR1TY, DEFINITIONS, AND FINDINGS
Section 1.01. Authority For This Resolution. This resolution is adopted pursuant to the
provisions of the Act.
Section 1.02. Definitions. Capitalized terms used in this resolution shall have the
following meanings, unless the context clearly requires otherwise. Words importing singular
number shall include the plural number in each case and vice versa, and words of one gender
shall be deemed to include the other genders. In this resolution:
U Accounting Principles" means generally accepted accounting principles applicable to
governmental entities.
I
1}5000/03/00008601.DOCv5}
"Act" shall mean the Constitution of the State, Chapters 125, Part I, and 218, Part II,
Florida Statutes, as amended, Ordinance No. 87-77 of the County, as amended by Ordinance No.
95-06, and other applicable provisions of law.
"Additional Parity Bonds" shall mean any obligations hereafter issued pursuant to the
terms and conditions of Section S.Ol(D) of this resolution and payable from the Pledged
Revenues on a parity with the 2005 Bonds, originally issued hereunder.
"Amortization Installment" shall mean, with respect to each maturity of Term Bonds of
any Series of Bonds, the principal amounts (or Compounded Amounts) of such Term Bonds to be
retired in consecutive years by mandatory redemption from the applicable Bond Amortization
Account within the Debt Service Fund or, in the year in which such Term Bonds are stated to
mature, through payment at maturity, provided that (i) each such installment shall be deemed to
be due on the Interest Payment Date or Principal Maturity Date of each applicable year as set
forth in the Purchase Contract or by resolution of the Board and (ii) the aggregate of such
installments for each maturity shall equal the aggregate principal amount (or, if applicable, the
Compounded Amounts at maturity) of Term Bonds of such maturity delivered on original
issuance.
"Authorized Investments" shall mean any obligations, deposit certificates, or other
evidences of indebtedness legal for investment pursuant to applicable law, to the extent not
inconsistent with the terms of any Credit Facility or with the formal investment policy of the
County. With respect to the 2005 Bonds, Authorized Investments shall not include any
investments not included on Exhibit H, Part II hereto.
"Board" means the Board of County Commissioners of the County, as governing body of
the County.
"Bond Counsel" shall mean such firm of attorneys which is nationally recognized as
being experienced in matters relating to the validity of, and the state and federal income tax
treatment of interest on, obligations of states and their political subdivisions and whose opinions
are generally accepted by purchasers of municipal bonds, as selected by the County.
"Bond Purchase Contract" means an agreement between the County and an Underwriter
for the sale and purchase of a Series of Bonds in a form approved by the County Administrator
with the advice of the County Attorney and Bond Counsel, such approval to be presumed by the
execution and delivery thereof.
"Bond Registrar" shall mean the Person or corporation designated by the County to
maintain the registration books required to be maintained hereunder and to serve as paying
agent for purposes of making payments of principal of and interest on the Bonds to the
Registered Owners.
2
2 {5000/03/O000860 I.DOCv51
"Bond Registrar and Paying Agent Agreement" means an agreement between the County
and the Bond Registrar relating to the maintenance of books and records of ownership of Bonds
and providing for the authentication of, and payment of the principal of, premium if any, and
interest on, the Bonds, and other matters, with such modifications thereto as shall be approved
by the Chairman upon the recommendation of the County Administrator with the advice of the
County Attorney and Bond Counsel, such approval to be presumed by the execution and
delivery thereof.
"Bond Resolution" means this resolution, as amended and supplemented from time to
time.
"Bond Year" means each twelve-month period beginning the day after a Principal
Maturity Date or any other annual period designated by the County.
"Bonds" shall mean the 2005 Bonds and any Additional Parity Bonds issued pursuant to
the terms and conditions of this resolution.
"Book-Entry Form" or "Book-Entry System" means the form or system, as applicable,
under which (i) Bonds are issued to a securities depository or to its nominee, as Registered
Owner, (ii) Bonds are held by and "immobilized" in the custody of such securities depository,
and (iii) records are maintained by the securities depository and/or other persons to identify and
record the transfer of beneficial interests in the Bonds, more particularly described in Section 2.11
hereof.
"Business Day" means any day on which (i) banks in the jurisdiction of the County or in
any of the cities in which the designated office of the Paying Agent or the principal office of any
Credit Facility Issuer are located, are not required or authorized by law to remain closed, and (ii)
the Paying Agent and any Credit Facility Issuer and the New York Stock Exchange, Inc. are open
for business.
"Cede" means Cede & Co., as nominee for DTC.
"Chairman" means the Chairman or Vice Chairman of the Board.
"County" means St. Lucie County, Florida.
"County Administrator" means the County Administrator of the County, as the chief
executive officer of the County.
"Clerk" means the Clerk of the Circuit Court, ex officio Clerk of the Board.
"Code" means the Internal Revenue Code of 1986, as amended, together with the valid
and applicable regulations and proposed and temporary regulations thereunder, and, if
3
3 {5000103/O000860 I.DOCv5}
applicable, under the Internal Revenue Code of 1954, as amended, as the same may be in effect or
amended, and any successor provisions thereto, from time to time.
"Commitments" means collectively the commitments by a Credit Facility Issuer to issue a
Credit Facility and/or a Reserve Account Credit Facility.
"Compounded Amounts" means, with respect to any Compounding Interest Bonds, the
amounts representing principal and interest on such Compounding Interest Bonds from time to
time at and prior to the maturity thereof in accordance with a schedule of such amounts
delivered at the original issuance of such Series of Bonds.
"Compounding Interest Bonds" means Bonds, the interest on which (i) shall be
compounded periodically, (ii) shall be payable only at maturity or redemption prior to maturity,
and (iii) shall be determined by reference to the Compounded Amounts.
"Continuing Disclosure Certificate" means a certificate related to any Series of Bonds to
be executed by the proper officer of the County at or prior to the time the County delivers the
Series of Bonds to the Underwriter, as it may be amended from time to time in accordance with
the terms thereof, whereby the County undertakes to assist the Underwriter in complying with
the continuing disclosure requirements of the Continuing Disclosure Rule.
"Continuing Disclosure Rule" means the continuing disclosure requirements of Rule
15c2-12 of the United States Securities and Exchange Commission, as amended.
"Credit Facility" means, with respect to the 2005 Bonds, the Policy, and as to other Bonds,
each policy of municipal bond insurance, an irrevocable letter of credit, surety bond or other
insurance or financial product which guarantees timely payment of all or any portion of the
principal of, premium, if any, and interest on all or any portion of the Bonds.
"Credit Facility Issuer" means, with respect to the 2005 Bonds, the 2005 Bond Insurer, and
as to other Bonds, each insurance company, bank, or other organization which has provided a
Credit Facility or Reserve Account Credit Facility in connection with the issuance of any Series of
Bonds or any particular Bonds within a Series.
"Current Interest Paying Bonds" means Bonds, the interest on which shall be payable on
a periodic basis.
"DTC" means The Depository Trust Company, New York, New York, a securities
depository .
"Debt Service" means, for any Series, the principal and interest on such Series.
"Debt Service Requirement" means, for any Bond Year, as applied to the Bonds of any
Series or all Bonds, as the case may be, the sum of:
4
4 {5000/03/0000860 I. DOCv5}
(1) the amount required to pay the interest becoming due on the Current
Interest Paying Bonds during such Bond Year;
(2) the aggregate amount required to pay the principal becoming due on
Current Interest Paying Bonds for such Bond Year; provided that, for purposes of this
definition, the stated maturity date of any Current Interest Paying Term Bonds shall be
disregarded and the Amortization Installments applicable to such Current Interest
Paying Term Bonds in such Bond Year shall be deemed to mature in such Bond Year; and
(3) the aggregate amount required to pay the Compounded Amounts due on
any Compounding Interest Bonds maturing in such Bond Year; provided that, for
purposes of this definition, the stated maturity date of any Compounding Interest Term
Bonds shall be disregarded and the Amortization Installments applicable to such
Compounding Interest Term Bonds in such Bond Year shall be deemed to mature in such
Bond Year.
In calculating the Debt Service Requirement for any period for any Series of Bonds or any
Subordinated Debt, the County shall deduct from the amounts calculated in Subparagraphs (1)
through (3) above: (a) any capitalized interest deposited into the applicable accounts of the Debt
Service Fund for such period from the proceeds of the sale of such Bonds or otherwise and, while
any Bonds are supported by a Credit Facility, held by a bond trustee or paying agent having
combined capital, surplus and undivided profits of at least $50,000,000 (or approved by the
Credit Facility Issuer) as agent for the Registered Owners and invested in Federal Securities; and
(b) any investment earnings (i) received on moneys on deposit in or transferred to the Debt
Service Fund and accounts established therein with respect to such Series and (ii) required by the
terms of this resolution to be retained in such Debt Service Fund.
"Defeasance Obligations" means:
(1) Federal Securities; and
(2) obligations described in Section 103(a) of the Code, provIsion for the
payment of the principal of, premium, if any, and interest on which shall have been made
by the irrevocable deposit with a bank or trust company (which is a member of the FDIC
and which has a combined capital, surplus and undivided profits of not less than
$50,000,000) acting as a trustee or escrow agent for holders of such obligations, of
securities described in clause (1) above, the maturing principal of and interest on which,
when due and payable, will provide sufficient moneys, without reinvestment, to pay
when due the principal of, premium, if any, and interest on such obligations, and which
securities described in clause (1) above are not available to satisfy any other claim,
including any claim of the trustee or escrow agent or of any person claiming through the
trustee or escrow agent or to whom the trustee or escrow agent may be obligated,
including in the event of the insolvency of the trustee or escrow agent or proceedings
5
5 {5000103/O000860 1.DOCv5}
arising out of such insolvency and which are rated "AAA" by Moody's and "Aaa" by
S&P.
(3) to the extent provided with respect to a Series, obligations described in the
resolution authorizing such Series.
"Depository" means any securities depository that is operating and maintaining, with its
participants or otherwise, a Book-Entry System to record ownership of beneficial interests in
Bonds or debt service on Bonds and to effect transfers of Bonds in Book-Entry Form, including,
but not limited to, DTC.
"Escrow Deposit Agreement" means an agreement between the County and an Escrow
Holder, providing for the deposit of a portion of the proceeds of Refunding Bonds in trust with
the Escrow Holder for the purpose of making payment of the principal, premium, if specified,
and interest on any Refunded Bonds.
"Escrow Holder" means the bank or trust company, which may be located within or
without the State, to be appointed by resolution of the Board, to hold a portion of the proceeds of
the sale of any Refunding Bonds in trust pursuant to the provisions of an Escrow Deposit
Agreement.
"Federal Securities" means direct noncallable obligations of the United States of America
or obligations the timely payment when due of the principal of and interest on which is fully and
unconditionally guaranteed by the United States of America.
"Finance Director" means the Finance Director of the County.
"Fiscal Year" means the period commencing on October 1 of each year and ending on the
succeeding September 30, or such other period as may be prescribed from time to time as the
fiscal year for the County.
"Fitch" means Fitch, Inc., or its successor.
"Funds and Accounts" means the Revenue Fund, the Debt Service Fund, and the Project
Fund created pursuant to Section 3.03(A) hereof, together with the accounts and any subaccounts
therein. "Funds and Accounts" do not include the Rebate Fund.
"Guaranty Agreement" means an agreement between the County and a Credit Facility
Issuer relating to the reimbursement by the County to the Credit Facility Issuer of amounts
advanced under a Reserve Account Credit Facility, together with interest thereon and expenses
in connection therewith.
"Independent Certified Public Accountants" means such firm of certified public
accountants, not in the regular employ of the County, as shall be retained by the County for the
6
ó{ 5000/03/0000860 I.DOCvS}
purpose of auditing the books and records relating to the Pledged Revenues and performing
such other functions as are specified in this resolution.
"Interest Payment Date" means, with respect to any Series of Bonds, the semiannual or
other periodic dates on which interest is payable on the Current Interest Paying Bonds, as
determined by or pursuant to resolution of the Board adopted at or prior to the time of issuance
of such Bonds.
"Investment Earnings" means the interest, dividends, and capital gains received from the
investment, purchase, and sale of Authorized Investments held in the various funds and
accounts established pursuant to this resolution.
"Letter of Representations" means the blanket Jetter agreement between the County and
DTC, dated March 2,1999, with respect to Bonds issued in book-entry onJy form.
"Maximum Annual Debt Service Requirement" means, as of any particular date of
calcuJation, the Debt Service Requirement for the then current or any future Bond Year which is
greatest in dollar amount with respect to a particular Series of Bonds, or all Bonds, as the case
may be.
"Moody's" means Moody's Investors Service, or its successor.
"Outstanding" means as applied to Bonds, as of any applicable time, all Bonds which
have been authenticated and delivered, or which are being delivered, under the Bond Resolution
except:
(a) Bonds cancelled upon surrender, exchange or transfer, or cancelled after
purchase in the open market or because of payment at or redemption prior to maturity;
(b) Bonds, or portions thereof, which are considered no longer Outstanding
pursuant to Section 6.08 hereof;
(c) Bonds, or portions thereof, which are deemed paid upon the redemption
or maturity thereof for which moneys sufficient to pay the maturity amount or
redemption price thereof have been deposited into the appropriate accounts of the Debt
Service Fund by the County or in lieu of which other Bonds have been issued under
Section 2.06 or 2.07 hereof.
For purposes of voting, giving directions and granting consents, Bonds held by the County or by
an agent of the County shall not be deemed Outstanding.
"Paying Agent" means the Person serving as Registrar and, where the context so
requires, shall include any co-paying agent appointed as provided in this resolution.
7
7 {500010310000860 I.DOCv5}
"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.
"Pledged Revenue Sharing Trust Fund Moneys" means, in each Fiscal Year, when and as
received by the County, an amount of Revenue Sharing Trust Fund Moneys equal to fifty percent
(50%) of the amount of Revenue Sharing Trust Fund Moneys received by the County during the
immediately preceding Fiscal Year.
"Pledged Revenues" means (1) the Pledged Revenue Sharing Trust Fund Moneys, (2) the
moneys on deposit in the Funds and Accounts and (3) the Investment Earnings.
"Policy" means a municipal bond insurance policy guaranteeing timely payment of
principal of and interest on the Bonds of a Series.
"Principal Maturity Date" means, with respect to any series of Bonds, the annual or other
periodic date on which (i) principal matures on the Current Interest Paying Bonds and (ii)
Compounded Amounts are payable on Compounding Interest Bonds, as set forth in the
Purchase Contract or as determined by subsequent resolution of the Board adopted at or prior to
the issuance of Bonds, and in each case including applicable dates on which Amortization
Installments are required to be applied to retire Term Bonds.
"Prohibited Payment" means a payment, or an agreement to pay, to a Person other than
the United States of America, an amount that is otherwise required to be paid to the United
States of America through a transaction or series of transactions that reduces the amount earned
on an investment or deposit or that results in a smaller profit or a larger loss on such investment
or deposit than would have resulted in an arm's length transaction in which yield on Bonds was
not relevant to either party to such investment or deposit.
"Project" means the acquisition and construction of certain capital improvements within
the County, as more particularly described in a Series Resolution, and all purposes incidental
thereto.
"Project Costs" means, but shall not necessarily be limited to: the cost of the acquisition
and construction of a Project; the acquisition of any lands or interests therein or any other
properties deemed necessary or convenient therefor; engineering, accounting, and legal fees and
expenses; expenses for plans, specifications and surveys; expenses for estimates of costs and of
revenues; the fees of fiscal agents, financial advisors and consultants; administrative expenses;
the capitalization of interest on the Bonds authorized hereby for a reasonable period of time after
the date of issuance and delivery thereof; the establishment of reasonable reserves for the
payment of debt service on the Bonds; discount upon the sale of the Bonds; the expenses and
costs of issuance of the Bonds; the cost of purchasing any Credit Facility with respect to the
Bonds; such other expenses as may be necessary or incidental to the financing authorized by a
8
8 {5000/03/0000860 ¡DOCvS}
Series Resolution, to the Project, and to the placing of the same in operation; and reimbursement
to the County for any sums expended for the foregoing purposes.
"Rating Agency" means Fitch, Moody's, or S&P or any thereof, and their successors, if
any is then maintaining a rating on any Series of Bonds.
"Rebate Amount" means the amount required to be paid to the Internal Revenue service
on each Rebate Payment Date in order to satisfy the requirements of Section 148(f) of the Code.
"Rebate Payment Date" means the latest date on which the County is permitted to make
timely payment of the Rebate Amount to the Internal Revenue Service.
"Record Date" means, for any Series, the fifteenth (15th) day (whether or not a Business
Day) of the calendar month immediately preceding an Interest Payment Date.
"Redemption Date" means, for any Series, the date specified in the Purchase Contract or
in a resolution of the Board on which any Bonds are to be redeemed prior to the maturity thereof,
whether at the option of the County or by operation of the applicable Bond Amortization
Account in the Debt Service Fund.
"Refunded Bonds" means Outstanding Bonds for the payment of which Refunding
Bonds have been issued and a portion of the proceeds of such Refunding Bonds applied to or for
payment of such Outstanding Bonds.
"Refunding" means the providing for payment of Refunded Bonds by the deposit with
the Escrow Holder of a portion of the proceeds of Refunding Bonds or Subordinated Debt and
other moneys necessary to pay in full the principal and on the Refunded Bonds.
"Refunding Bonds" means Additional Parity Bonds issued for the purpose of a
Refunding.
"Refunding Costs" means but shall not necessarily be limited to: the cost of payment of
the principal of, premium, if specified, and interest on the Refunded Bonds; expenses for
estimates of costs and of revenues; the fees of fiscal agents, financial advisors and consultants;
administrative expenses; the establishment of reasonable reserves for the payment of debt service
on the Refunding Bonds; discount upon the sale of the Refunding Bonds; the expenses and costs
of issuance of the Refunding Bonds; the cost of purchasing any Credit Facility or Reserve
Account Credit Facility with respect to the Refunding Bonds; such other expenses as may be
necessary or incidental to the financing authorized by the Bond Resolution, to the Refunding,
and to the accomplishing thereof, and reimbursement to the County for any sums expended for
the foregoing purposes.
9
9 {5000103/O000860 1.DOCv5}
"Registered Owner" or "Owner" or "Bondholder" means any Person who shall be the
owner of any Outstanding Bond or Bonds as shown on the registration books maintained by the
Bond Registrar.
"Reserve Account Credit Facility" means a policy of insurance, surety bond or other
insurance or financial product (a) issued by an insurance company rated in the highest rating
category by the S&P and Moody's and, if rated by A. M. Best & Co., in their highest category,
and (2) which provides for payment of amounts equal to all or a portion of the Reserve Account
Requirement in the event of an insufficiency of moneys in the Debt Service Fund to pay principal
of and interest on any Series or installment of Bonds.
"Reserve Account Credit Facility Costs" means the amounts the County is required to
pay to the Reserve Account Credit Facility Issuer as a result of a draw thereunder or otherwise
pursuant to such Reserve Account Credit Facility or any Guaranty Agreement.
"Reserve Account Credit Facility Coverage" means the amount then available to be paid
to the Paying Agent under the terms of the Reserve Account Credit Facility at any particular
time.
"Reserve Account Requirement" shall be equal to the lesser of (i) the Maximum Annual
Debt Service Requirement, and (ii) the amount permitted under the Code as a reasonably
required reserve or replacement fund.
"Reserve Account Value" means the aggregate of the Reserve Account Credit Facility
Coverage and the value of moneys and Authorized Investments credited to the Reserve Account.
"Revenue Sharing Trust Fund Moneys" means the moneys distributed to the County
from the State Revenue Sharing Trust Fund pursuant to Chapter 218, Part II, Florida Statutes.
"S&P" means Standard & Poor's, or its successor.
"Serial Bonds" means any Current Interest Paying or Compounding Interest Bonds for
the payment of the principal of which, at the maturity thereof, no fixed mandatory Debt Service
Fund or bond redemption deposits are required to be made prior to the 12-month period
immediately preceding the stated date of maturity of such Serial Bonds.
"Series" means Bonds identified by a common series designation, such as "Series 2005".
"Series Resolution" means the resolution of the Board specifying or providing for the
fiscal and other details with respect to a Series.
"State" means the State of Florida.
10
10 {5000/03/0000860] DOCvS}
"Subordinated Debt" means any obligations issued or incurred by the County which are
junior and subordinate to the Bonds as to security for payment from the Pledged Revenues and
in all other respects.
"Surety Bond" means a Reserve Account Credit Facility issued in the form of a surety
bond.
"Term Bonds" means the Current Interest Paying or Compounding Interest Bonds of a
Series, all of which shall be stated to mature on one date and which shall be subject to retirement
by operation of the applicable Bond Amortization Account in the Debt Service Fund herein
established.
"Underwriter" means the investment banking firm or firms selected by the County as the
initial purchaser of a Series.
"Variable Rate Bonds" means Bonds, the interest rate on which is subject to adjustment at
such times and in such manner as shall be determined by the Board prior to the sale thereof.
"Verification Agent" means any firm of Independent Certified Public Accountants or
other financial professionals in the business of providing reports as to the adequacy of amounts
deposited into an escrow account to effect a defeasance of Bonds or Subordinated Debt and other
information relative thereto at any time acceptable to the County, Bond Counsel, and any Credit
Facility Issuer providing a Credit Facility with respect to Bonds or Subordinated Debt proposed
to be defeased.
"2005 Bond Insurer" means, with respect to the 2005 Bonds, Ambac Assurance
Corporation, a Wisconsin domiciled stock insurance company, and its successors and assigns.
The 2005 Bond Insurer is deemed to be a Credit Facility Issuer hereunder with respect to the 2005
Bonds.
"2005 Bond Registrar and Paying Agent Agreement" means the Registrar and Paying
Agent Agreement between the County and the Paying Agent and Registrar, substantially in the
form attached hereto as Exhibit F.
"2005 Bonds" means the State Revenue Sharing Improvement Revenue Bonds, Series
2005.
"2005 Bond Purchase Contract" means the Bond Purchase Contract in substantially the
form of Exhibit E hereto, with such changes thereto as shall be acceptable to the County
Administrator, upon the advice of the County Attorney and Bond Counsel.
"2005 Commitments shall mean the proposals of the 2005 Bond Insurer to issue the 2005
Policy and the 2005 Surety Bond, copies of which are attached hereto as Exhibit C.
11
11 {5000/03/0000860 I.DOCv5}
"2005 Guaranty Agreement" means the Financial Guaranty Agreement between the
County and the 2005 Bond Insurer, in substantially the form included in Exhibit C hereto.
"2005 Policy" means the financial guaranty insurance policy issued by the 2005 Bond
Insurer insuring the payment when due of the principal of and interest on the 2005 Bonds as
provided therein.
"2005 Project" means the acquisition and construction of certain capital improvements
within the County, as more particularly set forth in Exhibit G hereto.
"2005 Project Costs" means Project Costs related to the acquisition and construction of the
2005 Project.
"2005 Surety Bond" means the Surety Bond issued by the 2005 Bond Insurer. The 2005
Surety Bond is deemed to be a Reserve Account Credit Facility hereunder with respect to the
2005 Bonds.
"2005 Underwriter means SunTrust Capital Markets Inc.
Section 1.03. Findings. It is hereby ascertained, determined, and declared as follows:
(A) It is necessary and desirabJe and in the best interests of the health, safety and
welfare of the County and its inhabitants that the County, from time to time, undertake the
acquisition of real property and/or the acquisition and construction of certain capital
improvements within the County, including particularly the 2005 Project. The County is
authorized pursuant to the provisions of the Act to undertake the 2005 Project.
(B) The County is without adequate, currently available funds to pay for the 2005
Project, and it is necessary and desirable and in the best interests of the County that it borrow the
moneys necessary to accomplish the financing of the 2005 Project through the issuance of the
2005 Bonds in an aggregate principal amount not to exceed $14,000,000. The County is
authorized pursuant to the provisions of the Act, to undertake the 2005 Project and to issue the
2005 Bonds to provide the necessary monies to pay the costs of the 2005 Project.
(C) The County currently receives Revenue Sharing Trust Fund Moneys in
accordance with the provisions of Section 218, Part II, Florida Statutes, as amended, and such
Revenue Sharing Trust Fund Moneys are not pledged or encumbered to pay any debts or
obligations of the County. The County is authorized pursuant to the provisions of the Act to
pledge the Revenue Sharing Trust Fund Moneys to secure the payment of the Bonds.
(D) The County is in full compliance with all provisions of the Act relating to its
eligibility to receive the Revenue Sharing Trust Fund Moneys.
12
12 {5000/03/0000860 1.DOCv5}
(E) The principal of, premium, if any, and interest on the Bonds and all required Debt
Service Fund, reserve and other payments therefor will be secured by a lien upon and pledge of
the Pledged Revenues. The County shall never be required to levy ad valorem taxes on any
property therein to pay the principal of, premium, if any, and interest on the Bonds, or to make
any Debt Service Fund or other payments with respect thereto. The Bonds and the premium, if
any, and interest thereon shall not constitute a lien upon the 2005 Project or upon any other
properties owned by or located within the boundaries of the County, but shall be secured by a
lien upon and pledge of the Pledged Revenues.
(F) The Bonds do not constitute a general obligation of, or a pledge of the faith and
credit or the taxing power of, the County, the State of Florida or any agency or political
subdivision thereof within the meaning of any constitutional or statutory provision or
limitation, but are limited, special obligations of the County, the principal of, premium, if any
and interest on which are payable from the Pledged Revenues as provided herein. Neither the
State of Florida nor any political subdivision thereof nor the County shall be obligated to
exercise its ad valorem taxing power in any form on any real or personal property in the County
to pay the principal of the Bonds, the interest thereon or other costs incidental thereto or to pay
the same from any other funds of the County except from the Pledged Revenues in the manner
provided herein.
(G) The County has received the Commitments from the 2005 Bond Insurer for
issuance of the Policy and the Surety Bond, and it is in the best interests of the County to
purchase the Policy and the Surety Bond in order to reduce the present value of the Debt Service
Requirements with respect to the 2005 Bonds.
(H) Based upon the Commitments, the County expects to receive from one or more
Rating Agencies, at or prior to the issuance of the 2005 Bonds, bond ratings in the highest
classification.
(I) A negotiated sale of the 2005 Bonds is in the best interest of the County and is
found to be necessary for the following reasons, as to which the following specific findings are
hereby made: (1) the nature of the security for the 2005 Bonds makes it necessary to utilize the
marketing services of the Underwriter in order to achieve the lowest interest rate on the 2005
Bonds; and (2) the sensitivity of interest rates has increased the risk of sale upon advertisement,
and it is more likely that the County will achieve better market timing by sale through
negotiation.
(J) In order to enable the underwriters for the Bonds to comply with Rule 15c2-12
under the Securities Exchange Act of 1934, as amended (the "Rule"), in connection with the
offering and sale of the Bonds, it is necessary (1) that the County's Preliminary Official Statement
with respect to the Bonds be "deemed final" (except for permitted omissions) by a representative
of the County prior to the underwriter's making an offer for the purchase of the Bonds and (2)
that the County agree to provide continuing disclosure with respect to the Bonds.
13
13 {5000/03/0000860] . DOCv5}
(K) It is necessary and desirable to approve the Commitments and the Official
Statement for the Bonds; to establish the book-entry registration system provisions for the 2005
Bonds; to designate the Bond Registrar and Paying Agent for the 2005 Bonds, and to authorize
the execution of certain other documents and the taking of all other necessary actions in
connection with the issuance and delivery of the 2005 Bonds.
(L) It is necessary and desirable to delegate to the County Administrator the authority
to deem the preliminary official statement final and to execute the Purchase Contract and to fix
the date, maturities, mandatory amortization installments, interest rates, redemption provisions
and certain other details of the 2005 Bonds, subject to certain restrictions, hereinafter set forth.
This resolution shall be the Series Resolution with respect to the 2005 Bonds.
Section 1.04. Interpretation. Any reference herein to the County, to the Board or to any
member or officer of either, includes entities or officials succeeding to their respective functions,
duties or responsibilities pursuant to or by operation of law or lawfully performing their
functions.
Unless the context clearly indicates otherwise, any reference to a section or provision of
the Constitution of the State or the Act, or to a section, provision or chapter of the Laws of
Florida or the United States of America, includes that section, provision or chapter as amended,
modified, revised, supplemented or superseded from time to time; provided, that no
amendment, modification, revision, supplement or superseding section, provision or chapter
shall be applicable solely by reason of this provision, if it constitutes in any way an impairment
of the rights or obligations of the County, the officers, employees and members of the Board of
the County, the Registrar, the Paying Agent, the Registered Owners, or any Credit Facility Issuer
under the Bond Resolution, the Bonds or any other instrument or document entered into in
connection with the issuance of any Bonds.
Unless the context indicates otherwise, words importing the singular number include the
plural number, and vice versa; the terms "hereof," "hereby," "herein," "hereto," "hereunder"
and similar terms refer to this resolution; and the term "hereafter" means after, and the term
"heretofore" means before, the date of this resolution or the date of issuance of any Bonds, as the
case may be. Words of any gender include the correlative words of the other genders, unless the
context indicates otherwise.
Section 1.05. Resolution Constitutes A Contract. In consideration of the acceptance of
the Bonds authorized to be issued hereunder by those who shall be the Registered Owners of the
same from time to time, the Bond Resolution shall be deemed to be and shall constitute a contract
between the County and such Registered Owners, and the covenants and agreements herein set
forth to be performed by the County shall be for the equal benefit, protection, and security of the
Registered Owners of any and all such Bonds, all of which shall be of equal rank and without
preference, priority, or distinction of any of the Bonds over any other thereof, except as expressly
provided therein or herein. In consideration of the issuance of the Credit Facility, the Bond
Resolution shall further be deemed to be and shall constitute a contract between the County and
14
14 (5000103/0000860 I.DOCv5}
the Credit Facility Issuer. Except during any period when a default by the 2005 Bond Insurer
exists under the 2005 Policy, the 2005 Bond Insurer is expressly recognized as and shall be a
third-party beneficiary of the provisions of this resolution entitled to enforce any right, remedy
or claim conferred, given or granted hereunder.
Section 1.06. Captions and Headings. The captions and headings in this resolution are
solely for convenience of reference and in no way define, limit or describe the scope or intent of
any Articles, Sections, subsections, paragraphs, subparagraphs or clauses hereof.
(End of Article I)
15
15 {5000/O310000860 1.DOCv51
ARTICLE II
AUTHORIZATION OF 2005 PROJECT;
DESCR1PTION, DETAILS AND FORM OF BONDS
Section 2.01. Authorization Of Bonds. Subject and pursuant to the provisions of the
Bond Resolution, obligations of the County, to be known as "State Revenue Sharing
Improvement Bonds" are hereby authorized to be issued from time to time for the purpose of
financing Project Costs and/or Refunding Costs.
Section 2.02. Authorization Of 2005 Project And 2005 Bonds. The Board hereby
specifically authorizes the 2005 Project. The Board hereby further authorizes the issuance of the
2005 Bonds in an aggregate principal amount not to exceed $14,000,000, to pay 2005 Project
Costs.
Section 2.03. Description Of Bonds. The Bonds of each Series shall be numbered; shall
be in such denominations or maturity amounts; shall be dated as of the date of their delivery or
such other date prior to the date of their delivery; shall bear interest, calculated on the basis of a
360-day year consisting of twelve 30-day months, at not exceeding the maximum rate allowed by
law; payable on such dates; shall mature on the first day of such month, in such years, not to
exceed thirty (30) years from the date thereof, and in such amounts; and shall be issued as
Current Interest Paying Bonds, Compounding Interest Bonds, Variable Rate Bonds, Serial Bonds,
Term Bonds, or any combination thereof; all the foregoing as shall be determined pursuant to the
provisions of a Purchase Contract or by resolution of the Board. The fiscal details with respect to
the 2005 Bonds shall be as set forth in the 2005 Purchase Contract.
The Bonds of a Series may be issued all at one time or in installments from time to time.
Different installments and Series of the Bonds may have such characteristics as shall be provided
herein and by subsequent resolution of the Board and shall bear a designation to distinguish
such Series or installment from other Series or installments of the Bonds.
The Bonds of each Series shall be issued in fully registered form; shall be payable with
respect to principal at the office of the Bond Registrar, as paying agent, or such other paying
agent as shall be subsequently determined by the Board; shall be payable in lawful money of the
United States of America; and shall bear interest from their date, or from the most recent date to
which interest has been paid, payable, in the case of Current Interest Paying Bonds, by check or
draft mailed to the Registered Owner at his address as it appears upon the books of the Bond
Registrar as of 5:00 P.M. Eastern Time on the Record Date, and in the case of Compounding
Interest Bonds, at maturity upon presentation at the office of the Bond Registrar; provided that,
for any Registered Owner of one million dollars ($1,000,000) or more in principal amount of
Bonds, such payment shall, at the expense of, and upon the written request of such Registered
Owner delivered to the Bond Registrar not later than the fifteenth (15th) Business Day preceding
16
16 {5000103/0000860 I.DOCv5}
a Record Date, be made by wire transfer or other medium acceptable to the County and to such
Registered Owner.
Section 2.04. Execution And Authentication Of Bonds. The Bonds of each Series shall be
executed in the name of the County by the Chairman and attested by the Clerk and the corporate
seal of the Board or the County or facsimile thereof shall be affixed thereto or reproduced
thereon. The signatures of the Chairman and Clerk may be manual or facsimile signatures
imprinted or reproduced thereon.
There shall be a Certificate of Authentication of the Bond Registrar on the Bonds, and no
Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under
the provisions of this resolution unless such certificate shall have been duly executed on such
Bond. The authorized signature for the Bond Registrar shall be either manual or in facsimile,
provided, however, that at least one of the above signatures, including that of the authorized
signature for the Bond Registrar, appearing on the Bonds shall be a manual signature. The
authentication by the authenticating agent upon any Bond shall be conclusive evidence that the
Bond so authenticated has been duly delivered hereunder and is entitled to the security and
benefit hereof.
In case anyone or more of the officers who shall have signed or sealed any of the Bonds
shall cease to be such officer of the County before the Bonds so signed and sealed shall have been
actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein
provided and may be issued as if the person who signed or sealed such Bonds had not ceased to
hold such office. Any Bond may be signed and sealed on behalf of the County by such person as
at the actual time of the execution of such Bond shall hold the proper office in the County,
although at the date of such Bonds such person may not have held such office or may not have
been so authorized.
Section 2.05. Negotiability And Registration. The Bonds shall be and have all the
qualities and incidents of negotiable instruments under the Uniform Commercial Code -
Investment Securities Laws of the State of Florida, and each successive Registered Owner, in
accepting any of said Bonds shall be conclusively deemed to have agreed that the Bonds shall be
and have all of the qualities and incidents of such negotiable instruments.
There shall be a Bond Registrar, who may also be the paying agent for the Bonds, which
shall be a bank or trust company located within or without the State of FJorida having a
combined capital, surplus, and undivided profit of at least $50,000,000. The Bond Registrar shall
be responsible for maintaining the books for the registration of the transfer and exchange of the
Bonds. The County and the Bond Registrar may treat the Registered Owner of any Bond as the
absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall
not be bound by any notice to the contrary.
All Bonds presented for transfer, exchange, redemption or payment (if so required by the
County or the Bond Registrar) shall be accompanied by a written instrument or instruments of
17
17 {5000/03/0000860 I.DOCv5}
transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the
County or the Bond Registrar, duly executed by the Registered Owner or by his duly authorized
attorney.
The Bond Registrar may charge the Registered Owner a sum sufficient to reimburse it for
any expenses incurred in making any exchange or transfer after the first such exchange or
transfer following the initial delivery of the Bonds. The Bond 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 Bonds shall be delivered.
The County and the Bond Registrar shall not be required to issue, transfer or exchange
any Bonds during a period beginning at the opening of business on the 15th day next preceding
either any Interest Payment Date or any Redemption Date and ending at the close of business on
the Interest Payment Date or Redemption Date, as the case may be.
New Bonds delivered upon any transfer or exchange shall be valid obligations of the
County, evidencing the same debt as the Bonds surrendered, shall be secured by this resolution,
and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds
surrendered.
The County may elect to use a book-entry or immobilization system for issuance and
registration of the Bonds of any Series, and the details of any such system shall be as fixed by
subsequent resolution of the Board adopted prior to the time of issuance of such Bonds.
Whenever any Bond shall be delivered to the Bond Registrar for cancellation, upon
payment of the principal amount thereof, or for replacement, transfer or exchange, such Bond
shall be cancelled and destroyed by the Bond Registrar, and counterparts of a certificate of
destruction evidencing such destruction shall be furnished to the County.
Section 2.06. Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond shall
become mutilated or be destroyed, stolen or lost, the Bond Registrar may in its discretion issue
and deliver a new Bond, of like tenor as the Bond, so mutilated, destroyed, stolen or lost, either
in exchange and substitution for such mutilated Bond upon surrender and cancellation of such
mutiJated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the
Registered Owner's furnishing the Bond Registrar proof of his ownership thereof, furnishing
satisfactory indemnity in favor of both the County and the Bond Registrar, complying with such
other reasonable reguJations and conditions as the Bond Registrar and County may prescribe,
and paying such expenses as the County may incur. All Bonds so surrendered shall be cancelled.
If any such Bonds shall have matured or are about to mature, instead of issuing a substitute
Bond, the Bond Registrar may pay the same, upon compliance with the foregoing conditions and
requirements.
18
18 {5000/03/O000860 I.DOCv5}
Any such duplicate Bonds issued pursuant to this Section shall constitute original
contractual obligations on the part of the County, whether or not any lost, stolen or destroyed
Bonds are found and shall be entitled to equal and proportionate benefits and rights with all
other Bonds of such Series issued hereunder as to lien on and source and security for payment
from the Pledged Revenues.
Section 2.07. Temporary Bonds. Until Bonds in definitive form of any Series are ready
for delivery, the County may execute, and upon its request in writing, the Bond Registrar shall
authenticate and deliver in lieu of any thereof, and subject to the same provisions, limitations
and conditions, one or more printed, lithographed or typewritten Bonds in temporary form,
substantially of the tenor of the Bonds hereinbefore described and with appropriate omissions,
variations and insertions.
Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be
entitled to the lien and benefit of this resolution. The County shall, without uilleasonable delay,
prepare, execute and deliver to the Bond Registrar and thereupon, upon the presentation and
surrender of the Bonds in temporary form to the Bond Registrar the Bond Registrar shall
authenticate and deliver, in exchange therefor, Bonds of the same Series and maturity, in
definitive form in the authorized denominations, and for the same aggregate principal amount,
as the Bonds in temporary form surrendered. The expense of such exchange shall be paid by the
County and there shall be made no charge therefor to any Registered Owner.
Section 2.08. Bond Anticipation Notes. In anticipation of the delivery of the Bonds of
any Series and receipt of the proceeds thereof, the County may issue bond anticipation notes.
Any bond anticipation notes except any series of notes which may be delivered pursuant to the
applicable provisions hereof as Additional Parity Bonds; shall be considered to be Subordinated
Debt for the purposes of, and shall be entitled to the benefits and protections of this resolution,
junior and subordinate to the rights of the Registered Owners of any Outstanding Bonds.
Provisions regarding the form of such bond anticipation notes and the security for any bond
anticipation notes shall be set forth in a separate resolution of the Board adopted at or prior to
the time of sale of such bond anticipation notes.
Section 2.09. Provisions For Redemption. The Bonds may be redeemable, by operation
of the applicable Bond Amortization Account or Redemption Account or, at the option of the
County, as provided in the Purchase Contract or by subsequent resolution of the Board; provided
that there shall be no optional redemption of Bonds at any time while any Reserve Account
Credit Facility Costs are due and owing.
(A) Notices To Owners. Not less than thirty (30) nor more than sixty (60) calendar
days prior to the Redemption Date, notice of any such redemption, which shall be dated and
state (a) the Redemption Date, (b) the Redemption Price, (c) the identification and respective
principal amount of Bonds to be redeemed if less than all Bonds are to be redeemed, (d) that on
the Redemption Date the Redemption Price will become due and payable on the Bond or portion
thereof called for redemption, (e) that interest on each such Bond shall cease to accrue from and
19
] 91500010310000860 I.DOCv51
after such date, and (f) the place where the Bonds are to be surrendered for payment of the
Redemption Price (i) shall be filed with the Registrar, and (ii) shall be mailed by deposit in the
U.s. Mail by First Class Mail, postage prepaid, to all Registered Owners of Bonds to be redeemed
at their addresses as they appear on the registration books hereinabove provided for by the
deposit of moneys with the Paying Agent. Interest shall cease to accrue on the Redemption Date
on any Bonds duly called for prior redemption if payment of the Redemption Price has been
duly provided for. Failure of any Registered Owner to receive notice properly given shall not
affect (i) the validity of any such proceedings for redemption or (ii) the cessation from and after
the Redemption Date of the accrual of interest on the Bonds called for redemption.
(B) Notices To Depositories. In addition to the foregoing notice, further notice shall be
given as set out below, but no defect in any such notice nor any failure to give all or any portion
of any notice shall in any manner defeat the effectiveness of a call for redemption with respect to
an Owner as to which notice is given as prescribed in Paragraph A above. Each such further
notice of redemption given hereunder shall contain the information required above for an official
notice of redemption plus: (i) the date of the Bonds of such Series being redeemed; (ii) the rate of
interest borne by the Bonds being redeemed; (iii) the maturity date of the Bonds being redeemed;
(iv) the CUSIP number of the Bonds being redeemed and (v) any other descriptive information
needed to identify accurately the Bonds being redeemed.
Each further notice of redemption under this Subsection (B) shall be sent at least
thirty-two (32) days before the Redemption Date by registered or certified mail or overnight
delivery service (at the expense of the addressee) to each Credit Facility Issuer and to all
registered securities depositories then in the business of holding substantial amounts of
obligations of types such as the Bonds (such depositories now being The Depository Trust
Company of New York, New York, the Midwest Securities Trust Company of Chicago, Illinois,
and the Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or
more national information services that disseminate notices of redemption of obligations such as
the Bonds (such as Financial Information, Inc.' s Financial Daily Called Bond Service, Interactive
Data Corporation's Bond Service, Kenny Information Service's Called Bond Service and Standard
& Poor's Called Bond Record).
Section 2.10. Fonn of Bonds. The text of the Bonds shall be in substantially the form of
Exhibit A hereto, with such omissions, insertions, and variations as may be necessary and
desirable, and as may be authorized or permitted by this resolution or by subsequent resolution
adopted prior to the issuance thereof.
Section 2.11. Book-Entry System. The 2005 Bonds shall be issued in book-entry only
form. The County has entered into the Letter of Representations in the fonn furnished by DTC,
and shall make such other provisions and perform such further acts as are necessary to provide
for the issuance of the 2005 Bonds in book-entry only form. The 2005 Bonds shall be registered to
Cede and immobilized in the custody of DTC.
20
20 {5000103/O000860 1.DOCv5)
All payments for the principal of, interest and redemption premiums, if any, on the 2005
Bonds shall be paid by check, draft or wire transfer by the Paying Agent to Cede, without prior
presentation or surrender of any Series 2005 Bond (except for final payment thereof); and shall
constitute payment thereof pursuant to, and for all purposes, of the Bond Resolution.
If less than all the outstanding 2005 Bonds of a single maturity are to be called for
redemption, the County and the Paying Agent shall have no responsibility for the selection of the
book-entry interests in the 2005 Bonds to be paid pursuant to the redemption, or for notification
of that redemption or of that payment to, or for payment to, the beneficial owners of affected
book-entry interests; all of which shall be handled by and in accordance with arrangements of
DTC and its participants and others working through those participants.
To the extent permitted by the provisions of the Letter of Representations referred to
above, the County shall issue 2005 Bonds directly to beneficial owners of the Bonds other than
DTC, or its nominee, in the event that:
(a) DTC determines not to continue to act as securities depository for the 2005
Bonds; or
(b) the County has advised DTC of its determination that DTC is incapable of
discharging its duties; or
(c) the County determines that it is in the best interest of the County not to
continue the book-entry system or that the interests of the beneficial owners of the 2005
Bonds might be adversely affected if the book-entry system is continued.
Upon occurrence of the events described in (a) or (b) above, the County shall attempt to
locate another qualified securities depository, and shall notify holders of the 2005 Bonds through
DTC if successful. If the County fails to locate another qualified securities depository to replace
DTC, the County shall cause the Bond Registrar to authenticate and deliver replacement 2005
Bonds in certificate form to the beneficial owners of the 2005 Bonds.
In the event the County makes the determination noted m (c) above (the County
undertakes no obligation to make any investigation to determine the occurrence of any events
that would permit the County to make any such determination), or if the County fails to locate
another qualified securities depository to replace DTC upon occurrence of the events described
in (a) or (b) above, the County shall mail a notice to DTC for distribution to the beneficial owners
of the 2005 Bonds stating that DTC will no longer serve as securities depository, the procedures
for obtaining such 2005 Bonds in certificated form, and the provisions which govern the 2005
Bonds including, but not limited to, provisions regarding authorized denominations, transfer
and exchange, principal and interest payments, and other related matters.
(End of Article II)
21
21 {5000/03/0000860] .DOCvS}
ARTICLE III
BONDS NOT GENERAL OBLIGATION OF COUNTY;
PLEDGE OF REVENUES AND APPLICATION THEREOF
Section 3.01. Bonds Not General Obligations or Indebtedness of the County. The
Bonds do not constitute a general obligation of, or a pledge of the faith and credit or the taxing
power of, the County, the State of Florida or any agency or political subdivision thereof within
the meaning of any constitutional or statutory provision or limitation, but are limited, special
obligations of the County, the principal of, premium, if any and interest on which are secured
solely by a lien upon and pledge of the Pledged Revenues as provided herein and in the Series
Resolution. Neither the County, nor the State of Florida or any agency or political subdivision
thereof shaH be obligated to exercise its ad valorem taxing power or any other taxing power in
any form on any real or personal property to pay the principal, premium, if any, or interest on
the Bonds or other costs incidental thereto or to pay the same from any other funds except from
the Pledged Revenues in the manner provided herein and in the Series Resolution.
Section 3.02. Bonds Secured By Pledged Revenues. The payment of the Debt Service
Requirement on aH of the Bonds issued hereunder shaH be secured forthwith equally and ratably
with the other Bonds solely by a lien upon and pledge of the Pledged Revenues. The Pledged
Revenues, in an amount sufficient to pay the Debt Service Requirement on the Bonds and to
make aH other payments required hereunder are hereby, so long as any Bonds or Reserve
Account Credit Facility Costs are Outstanding and unpaid hereunder, irrevocably pledged in the
manner stated herein and in the Series Resolution to the payment of the Debt Service
Requirement on the Bonds as the same becomes due and to the making of the other payments
required hereunder. Notwithstanding the foregoing, no provision hereof is intended to prohibit
the payment of Debt Service Requirement on any Series from, or the pledging to such payment
of, any lawfully available additional reserves, security, obligations or sources of funds. The
Bonds and the interest thereon shall not constitute a lien upon any Project or any other property
of or in the County, but shall constitute a lien only upon the Pledged Revenues in the manner
provided herein and in the Series Resolution.
Section 3.03. Application Of Pledged Revenues. Until the Bonds shall no longer be
Outstanding or until (a) there shaH have been set apart in the Debt Service Fund, including
subaccounts therein for each Series, and the Bond Amortization Account and subaccounts
therein, a sum sufficient to pay when due the entire Debt Service Requirement accrued and to
accrue on such Series, or (b) provision for payment of the Bonds shaH have been made in
accordance with the provisions of this resolution, the County covenants with the Registered
Owners of, and any Credit Facility Issuer for, the Bonds as follows:
22
22 {5000/O3/O000860] .00Cv5}
(A) Creation Of Funds And Accounts. There shall be created and established by the
County on or before the first day that moneys are required by the terms hereof to be on deposit
therein the following special funds and accounts, which shall be subject to the lien hereof; State
Revenue Sharing Improvement Bonds Revenue Fund (hereinafter the "Revenue Fund"); State
Revenue Sharing Improvement Bonds Debt Service Fund (hereinafter the "Debt Service Fund"),
together with accounts therein to be known as the Reserve Account, the Bond Amortization
Account and the Redemption Account (together with any subaccounts therein); State Revenue
Sharing Improvement Bonds Project Fund (hereinafter, the "Project Fund"), together with any
accounts therein; and State Revenue Sharing Improvement Bonds Rebate Fund (the "Rebate
Fund").
(B) Maintenance Of Funds And Accounts. The designation and establishment of the
various funds and accounts in and by this resolution shall not be construed to require the
establishment of any completely independent, self-balancing funds or accounts, as such terms
are commonly defined and used in governmental accounting, but rather is intended solely to
require a segregation of Pledged Revenues on the books and records of the County for the
purposes and to establish priorities for application of such Pledged Revenues as provided herein.
Cash and Authorized Investments required to be accounted for in each of the funds and accounts
established by this resolution may be deposited in a single bank account, provided that standard
accounting records are maintained to reflect control or restricted allocation of the moneys therein
for the various purposes of such funds and accounts.
The foregoing provisions notwithstanding, the funds and accounts created and
established pursuant to this resolution shall constitute restricted funds for the purposes provided
herein and shall be maintained on the books of the County as separate and distinct from all other
funds and accounts of the County, in the manner provided in this resolution. All moneys in such
funds and accounts shall be continuously secured in the same manner as the County deposits are
required to be secured by the laws of the State.
Separate accounts may be maintained for different Series or installments of Bonds and
identified by the appropriate designation, and deposits into the accounts for each such Series or
installment of Bonds shall be on a parity with the deposits, if any, into the corresponding
accounts for each other Series of Bonds (or, in the case of a deficiency, shall be on a pro rata basis
computed with regard to the then current and any overdue payments to be made into such
subaccounts unless specified otherwise); further provided that moneys on deposit in the
accounts established for a particular Series may be specified not to be available to be used for
payments required to be made from the corresponding accounts for any other Series.
(C) Application Of State Revenue Sharing Funds. All Revenue Sharing Trust
Fund Moneys shall, immediately upon receipt thereof, be deposited by the County into the
Revenue Fund. Any moneys at any time on deposit in the Revenue Fund shall be disposed of in
each month in each Bond Year only in the following manner and order of priority.
23
23 {5000/O3/O000860 1. DOCvS}
(1) Moneys on deposit in the Revenue Fund shall first be used for deposit
into the Debt Service Fund, of such sums as are necessary to pay one-sixth (1/6) of the interest
becoming due on the Current Interest Paying Bonds on the next semi-annual Interest Payment
Date, provided, however, that no deposit shall be required to the extent that payment of interest
on the Bonds has been provided from the proceeds of the Bonds or from other moneys of the
County legally available therefor.
(2) Moneys on deposit in the Revenue Fund shall next be used for the
deposit into the Debt Service Fund, in any year immediately before a Serial Bond maturity date,
of such sums as are necessary to pay one-twelfth (1/12) of the principal maturing on Serial
Bonds on the next principal maturity date, provided, however, that no deposit shall be required
to the extent that payment of the principal on the Bonds has been provided from other moneys
of the County legally available therefor.
(3) Moneys on deposit in the Revenue Fund shall next be used for deposit
into the Debt Service Fund, on a parity with the payments provided in Subsection (2) above, in
any year immediately before a Compounding Interest Bond maturity date, of such sums as are
necessary to pay one-twelfth (1/12) of the Compounded Amounts due on such maturity date,
provided, however, that no deposit shall be required to the extent that payment of the
Compounded Amounts on the Bonds has been provided from other moneys of the County
legally available therefor.
(4) Moneys on deposit in the Revenue Fund shall next be used for deposit
into the Bond Amortization Account, on a parity with the payments provided in Subsections (2)
and (3) above, a sum equal to one-twelfth (1/12) of the amount of the Amortization Installment
for Term Bonds which shall become due and payable on the next Amortization Installment due
date, provided, however, that no deposit shall be required to the extent that payment of the
Amortization Installment on the Bonds has been provided from other moneys of the County
Jegally available therefor.
(5) Moneys shall next be used (a) first to repay to the Credit Facility Issuer
any amounts drawn on a Reserve Account Credit Facility, (b) second to maintain on deposit in
the Reserve Account moneys and Authorized Investments or Reserve Account Credit Facility
Coverage, or a combination thereof, in an amount equal to the Reserve Account Requirement
and (c) third to pay Reserve Account Credit Facility Costs.
(6) Moneys shall next be used to cure any deficiency in the amounts
required to be on deposit in the Debt Service Fund and Reserve Account.
(7) Moneys shall next be used to pay the principal of and interest on any
Subordinated Debt that may be outstanding in accordance with the terms thereof.
(8) Remaining moneys may thereafter be withdrawn and used by the
County for any lawful purpose.
24
24 {5000103/0000860 1.DOCv5}
The foregoing provisions notwithstanding, the County shall not be obligated to
deposit into the foregoing funds and accounts in any Fiscal Year any amount of Revenue
Sharing Trust Fund Moneys in excess of the Pledged Revenue Sharing Trust Fund Moneys;
further provided that the County shall not be prohibited from depositing amounts in excess of
the Pledged State Revenue Sharing Moneys into the foregoing funds and accounts in its sole
discretion.
No further deposits shall be required to be made into the foregoing funds and
accounts whenever there shall be on deposit in the Debt Service Fund, including the Reserve
Account and the Bond Amortization Accounts therein, an amount of cash and Authorized
Investments equal to all principal and interest due on the Bonds to the final maturity thereof or,
if the Bonds have been duly called for prior redemption, to the redemption date.
Credit shall be allowed against the required deposit amounts due as prescribed above
for the payment of principal of and interest and Amortization Installment on Bonds to the
extent of any other funds on deposit and available for such purpose in the applicable accounts
of the Debt Service Fund including (i) capitalized interest, and (ii) any Investment Earnings
transferred into such fund or account and available for such purposes.
(D) Investment Of Moneys In Funds And Accounts: Application Of
Investment Earnings. All moneys in the funds and accounts created hereunder shall be invested
and reinvested only in Authorized Investments. Authorized Investments allocated to any fund
or account shall mature not later than the respective dates, as estimated by the County, that
moneys will be needed for the purposes thereof. In the case of the Reserve Account, investments
shall mature not later than the earlier of five (5) years from their date or the final maturity of the
Bonds, and Investment Earnings shall be retained in such account to the extent necessary to
maintain the Reserve Account Requirement therein, or may be transferred to the Revenue Fund
or to the Project Fund (or any account therein) created in connection with any Series, as
determined by the County. Except as otherwise provided herein with respect to any particular
moneys, and except in accordance with any Tax Compliance Certificate delivered in connection
with the issuance of any applicable Series, all Investment Earnings shall, upon receipt, deposited
into the Revenue Fund.
(E) Use Of Moneys On Deposit In Funds And Accounts. The moneys on
deposit in the funds and accounts herein established shall be used only in the following manner
and only for the following purposes.
(1) Debt Service Fund. Moneys on deposit in the Debt Service Fund and the Bond
Amortization Account therein shall be used only to pay the principal of (including
Amortization Installments), premium, if any, and interest on the Bonds as the same becomes
due and for no other purpose. No further deposits shall be required to be made into said
accounts in any Bond Year when the amount on deposit therein is equal to the Debt Service
Requirement for the Bonds for such Bond Year.
25
25 {5000/O3/0000860 I.DOCvS}
(2) Bond Amortization Account. Moneys held for the credit of the Bond
Amortization Account shall be applied to the retirement of Term Bonds as follows:
(a)
the County in each Bond
following order:
Money in the Bond Amortization Account shall be applied by
Year to the retirement of Term Bonds then outstanding in the
(i) The Term Bonds of each issue of Bonds, to the extent of the
Amortization Installment, if any, for such Bond Year for the Term Bonds of each such issue then
outstanding, plus the applicable premium, if any, and if the amount available in such Bond Year
shall not be sufficient therefor, then in proportion to the Amortization Installment, if any, for
such Bond Year for the Term Bonds of each such issue then outstanding, plus the applicable
premium, if any; provided, however, that if the Term Bonds of any such issue shall not then be
subject to redemption from moneys in the Bond Amortization Account and if the County shall
at any time be unable to exhaust the moneys applicable to the Term Bonds of such issue under
the provisions of this clause or in the purchase of such Term Bonds under the provisions of
Paragraph (b) below, such money or the balance of such money, as the case may be, shall be
retained in the Bond Amortization Account and, as soon as it is feasible, applied to the purchase
or redemption of Term Bonds of such issue; and
(ii) Any balance then remaining, other than money retained under the
first clause of this Paragraph (a), shall be applied to the retirement of such Term Bonds and
Additional Parity Bonds as the County in its sole discretion shall determine, but only, in the
case of the redemption of Term Bonds of any issue, in such amounts and on such terms as may
be provided in the proceedings authorizing the issuance of the Bonds of such issue.
(b) Subject to the provisions of Paragraph (a) above, the County may
endeavor to purchase Term Bonds then outstanding at the most advantageous price obtainable
with reasonable diligence, such price not to exceed the principal of such Term Bonds plus the
amount of the premium, if any, which would be payable on the next redemption date to the
Registered Owners of such Term Bonds if such Term Bonds should be called for redemption on
such date from moneys in the Bond Amortization Account; provided, that no such purchase
shall be made by the County within the period of 45 days immediately preceding any Interest
Payment Date on which Term Bonds are subject to call for redemption, except from moneys in
excess of the amounts set aside or deposited for the redemption of Term Bonds.
(3) Reserve Account. Moneys in the Reserve Account shall be used
only: (i) for the purpose of the payment of maturing Amortization Installments or principal of
or interest on the Bonds when the other moneys allocated to the Debt Service Fund are
insufficient therefor, and (ii) if there has been a draw upon a Reserve Account Credit Facility, to
restore such Reserve Account Credit Facility in the amount of such draw, and (iii) to pay
Reserve Account Credit Facility Costs. Any withdrawals from the Reserve Account shall be
restored from the first available moneys after all required current payments have been made
into the Debt Service Fund, including deficiencies for prior payments. The County shall comply
with the provisions of Exhibit H, Part III, with respect to the 2005 Surety Bond.
26
26 {5000/O3/0000860 I.DOCv5}
If and to the extent that the Reserve Account Requirement has been provided with a
combination of cash and one or more Reserve Account Credit Facilities, all such cash shall be
used (or Authorized Investments purchased with such cash shall be liquidated and the
proceeds applied as required) prior to any drawing under a Reserve Account Credit Facility,
and repayment of any draw on a Reserve Account Credit Facility shall be made prior to the
replenishment of any such cash amount. If more than one Reserve Account Credit Facility is
provided, drawings under such Reserve Account Credit Facilities shall be made on a pro rata
basis (calculated by reference to the original maximum amounts available under each Reserve
Account Credit Facility) after applying all available cash and Authorized Investments in the
Reserve Account and prior to replenishment of any such cash draws, respectively. The Paying
Agent shall ascertain the necessity of a claim or draw upon the Reserve Account Credit Facility
and provide notice to the Credit Facility Issuer in accordance with its terms but not later than
two business days prior to each Interest Payment Date.
Upon the issuance of Additional Parity Bonds, additional moneys shall be deposited
into the Reserve Account from the proceeds of such Additional Parity Bonds, or from other
moneys of the County available therefor, in order to make the amount on deposit in the Reserve
Account at the time of issuance thereof equal to the Reserve Account Requirement on both the
outstanding Bonds and the Additional Parity Bonds. The foregoing provision notwithstanding,
the County shall be entitled at the time of issuance of the Additional Parity Bonds to provide a
Reserve Account Credit Facility in an amount equal to the difference between the Reserve
Account Requirement calculated with respect to the Bonds outstanding and the Additional
Parity Bonds proposed to be issued and the amount on deposit in the Reserve Account.
Notwithstanding the foregoing, the County at any time may substitute a Reserve
Account Credit Facility for all or any portion of the cash and Authorized Investments on
deposit in the Reserve Account, subject only to such conditions and approvals as may be
imposed by the Credit Facility Issuer providing such Reserve Account Credit Facility or by any
Credit Facility Issuer having a Credit Facility or Reserve Account Credit Facility in effect as to
any Bonds.
The Authorized Investments on deposit in the Reserve Account shall be valued
annually as of the last day of the Fiscal Year at their fair market value thereof, exclusive of
accrued interest. If and whenever the moneys and Authorized Investments applied and
allocated to the Reserve Account (except investment income to be deposited into the Revenue
Fund as hereinafter provided) exceed the Reserve Account Requirement on all then
Outstanding Bonds, such excess may be withdrawn and applied and allocated into the Revenue
Fund.
(4) Revenue Fund. Moneys on deposit in the Revenue Fund shall be used in each
month first to make the required deposits into the Debt Service Fund and accounts therein in
such month. Thereafter, the moneys on deposit in the Revenue Fund may be deposited into the
Rebate Fund to the extent required or may be withdrawn and used by the County for any
lawful purpose.
27
27 (5000/03/0000860 1.DOCv5}
(5) Rebate Fund. Moneys on deposit in the Rebate Fund, if any, shall be used to
make required payments to the U. S. Treasury at the times and in the amounts necessary to
comply with the Code and thereafter may be withdrawn and used for any lawful purpose.
(F) Payment Accounts. On or prior to each Interest Payment Date when Debt Service
Requirement is due on any Bonds, funds for the payment of the Debt Service Requirement then
due shall be transferred from the accounts in the Debt Service Fund and deposited in a payment
account with the Paying Agent. The payment account shall be established in the name of the
County, and moneys therein may be invested in overnight repurchase agreements fully
collateralized by United States Obligations held by a third party. The payment account shall be
held soJely for the benefit of the persons entitled to receive payment of the Debt Service
Requirement with respect to which such moneys were deposited, subject however to the
provisions of the next paragraph. All income on the investment of such moneys may be applied
by the County for any lawful purpose and shall not be considered Pledged Revenues hereunder.
The procedures contained in Exhibit H, Part I, shall be applicable with respect to payment
of the 2005 Bonds.
(G) Unclaimed Moneys. Moneys held by the paying agent for the payment of Debt
Service Requirement and remaining unclaimed for a period of one (1) year from the date on
which such moneys were due to pay such Debt Requirement Service may be withdrawn by the
County and used for any lawful purpose; provided (1) that such withdrawal shall not give rise to
any claim for additional interest due on such Bonds on account of payment thereof not having
been duly provided for under the terms of this resolution and (2) that such withdrawal shall not
affect the right, to the extent existing under the provisions of this resolution or of the laws of the
State, of the Registered Owner of such Bonds to payment from the Pledged Revenues of the
principal and interest thereon to the Interest Payment Date with respect to which such moneys
were originally deposited.
28
28 {5000/03/O000860 I.DOCv5}
ARTICLE IV
APPLICATION OF 2005 BOND PROCEEDS; PROJECT FUND
Section 4.01. Application of 2005 Bond Proceeds. The proceeds, including accrued
interest and premium, if any, received from the sale of any or aH of the 2005 Bonds shall be
applied by the County in the following manner and order of priority, simultaneously with their
delivery to the Underwriters thereof, except to the extent provided otherwise in an officer's
certificate or tax compliance certificate executed by the County in connection with the issuance
and delivery of the 2005 Bonds:
(A) The County shaH pay to the 2005 Bond Insurer the premiums for the 2005 Policy
and the 2005 Surety Bond.
(B) The accrued interest, if any, shaH be deposited in the Debt Service Fund herein
created and used for the purpose of paying interest becoming due on the 2005 Bonds.
(C) To the extent not paid or reimbursed therefor by the Underwriter of the 2005
Bonds in accordance with the provisions of the Purchase Contract, the County shall pay all costs
and expenses in connection with the preparation, issuance and sale of the 2005 Bonds.
(D) The balance of the proceeds shall be deposited in the 2005 Project Account hereby
created and established in the Project Fund.
Section 4.02. Project Fund. Moneys on deposit in the Project Fund shaH be withdrawn,
used and applied by the County solely for the payment of the Project Costs and purposes
incidental thereto, as described and set forth in the Series Resolution related to the particular
Project. AH expenditures or disbursements from the Project Fund shaH be made only after such
expenditures or disbursements shall have been approved in writing by the Board or its designee.
All funds on deposit in the Project Fund, which in the opinion of the County, are not
immediately necessary for expenditure, as hereinabove provided, may be invested in Authorized
Investments, maturing at such time or times as such moneys will be needed for the purposes of
the Project Fund. All income derived from such investments shall be retained in the Project Fund
and used to pay Project Costs.
If, for any reason, the moneys on deposit in the Project Fund, or any part thereof, are not
necessary for or are not applied to the payment of Project Costs, then the unapplied proceeds
shaH, subject to receipt of an opinion of Bond Counsel that such use will not adversely affect the
exclusion from gross income for federal income tax purposes of interest on the Bonds, (1) first, be
deposited into the Debt Service Fund, to the extent of any deficiency therein, and (2) second, be
deposited into the Reserve Account to the extent of any deficiency therein, (3) third, be used to
pay any Reserve Account Credit Facility Costs then due and owing, (4) fourth, be used for any
29
29{5000103100008601.DOCv5{
lawful capital purpose for which the Pledged Revenues can be used, and (5) fifth, be used to
defease or redeem any outstanding Bonds.
(End of Article IV)
30
30 {5000103/0000860] . DOCv5}
ARTICLE V
COVENANTSOFTHECOUNT~
REMEDIES
Section 5.01. Covenants Of The County. So long as any of the Bonds shall be
Outstanding, or until (a) there shall have been set apart in the Debt Service Fund and accounts
therein, a sum sufficient to pay when due, the entire principal amount of the Bonds remaining
unpaid, together with the premium, if any, with respect thereto and the interest accrued and to
accrue thereon, or (b) provision for payment of the Bonds shall have been made in accordance
with the provisions hereof, the County covenants with the Registered Owners of the Bonds and
any Credit Facility Issuer for the Bonds as follows:
(A) Books And Records: Annual Audit. The County will keep books and records of
the Pledged Revenues, in which complete and correct entries shall be made in accordance with
Accounting Principles, of all transactions relating to the Pledged Revenues; any Registered
Owner and each Credit Facility Issuer shall have the right at all reasonable times to inspect all
books, records, accounts and data of the County relating thereto.
The County shall, within one hundred and eighty (180) days after the close of each Fiscal
Year (or such other date as shall be specified by State law), cause the books, records and accounts
of the County for such preceding Fiscal Year to be properly audited by the Independent Certified
Public Accountants, and the County shaU mail upon written request, and make available
generally, the audit report, or a reasonable summary thereof, to any Registered Owner and each
Credit Facility Issuer.
(B) Maintenance Of Eligibility To Receive Pledged Revenues. The County will take
all actions as are necessary in order to maintain the eligibility of the County to receive the
Revenue Sharing Fund Moneys, in accordance with the provisions of Section 218, Part II, Florida
Statutes.
(C) Issuance Of Other 2005 Bonds Payable Out Of Pledged Revenues. The County
will not issue any obligations other than the 2005 Bonds and Additional Parity Bonds secured by
a lien upon and pledge of the Pledged Revenues, nor voluntarily create or cause to be created
any debt, lien, pledge, assignment, encumbrance or any other charge having priority to or being
on a parity with the lien of the 2005 Bonds and the interest thereon, upon the Pledged Revenues.
Any obligations secured by a lien upon and pledge of the Pledged Revenues issued by the
County other than the 2005 Bonds or Additional Parity Bonds, shall contain an express statement
that such obligations are junior, inferior, and subordinate in all respects to the 2005 Bonds and
any such Additional Parity Bonds as to lien on and source and security for payment from the
Pledged Revenues, and in all other respects.
31
31 {5000/03/O000860 I.DOCv5}
(D) Issuance Of Additional Parity Bonds. No Additional Parity Bonds shall be issued
after the issuance of any Bonds pursuant to this resolution, except upon the following terms and
conditions:
Additional Parity Bonds payable from the Pledged Revenues may be issued by
the County only if the average of the State Revenue Sharing Funds received by the County in
each of the two Fiscal Years immediately preceding the date of sale of the Additional Parity
Bonds, as evidenced by the written certificate of the County Administrator, shall have been at
least equal to the sum of (a) one hundred thirty-five per centum (135%) of the Maximum Debt
Service Requirement on (i) the Bonds issued pursuant to this resolution then outstanding, (ii)
any Additional Parity Bonds theretofore issued and then outstanding, and (iii) the Additional
Parity Bonds proposed to be issued, and (b) one hundred per centum (100%) of Reserve
Account Credit Facility Costs, if any; provided, that the County shall not be required to comply
with the foregoing test with respect to any Additional Parity Bonds issued for the purpose of
refunding Outstanding Bonds where such refunding does not result in any increase in (x) the
aggregate Debt Service Requirement with respect to the Bonds being refunded and (y) the
Maximum Debt Service Requirement for the Bonds.
No Additional Parity Bonds, shall be issued at any time, however, unless all of the
payments into the respective funds and accounts provided for in this Resolution on Bonds then
outstanding, and all other Debt Service Fund, Reserve Account or other payments provided for
in this resolution, shall have been made in full to the date of issuance of said Additional Parity
Bonds, and the County shall be in substantial compliance with all of the covenants, agreements
and terms of this resolution.
Such Additional Parity Bonds shall be deemed to have been issued pursuant to the Bond
Resolution the same as the 2005 Bonds originally authorized and issued pursuant to the Bond
Resolution, and all of the covenants and other provisions of the Bond Resolution (except as to
details of such Additional Parity Bonds inconsistent herewith), shall be for the equal benefit,
protection and security of the Registered Owners of the 2005 Bonds originally authorized and
issued pursuant to the Bond Resolution and the Registered Owners of any Additional Parity
Bonds. All of such Additional Parity Bonds, regardless of the time or times of their issuance,
shall rank equally with other Bonds with respect to their lien on and source and security for
payment from the Pledged Revenues without preference of any Bond over any other.
(E) Tax Compliance. The County covenants that it will use, and will restrict the use
and investment of, the proceeds of the Bonds in such manner and to such extent as may be
necessary so that (a) the Bonds will not (i) constitute private activity bonds, arbitrage bonds or
hedge bonds under Section 141, 148 or 149 of the Code or (ii) be treated other than as bonds to
which Section 103(a) of the Code applies, and (b) the interest thereon will not be treated as a
preference item under Section 57 of the Code.
The County further covenants (a) that it will take or cause to be taken such actions that
may be required of it for the interest on the Bonds to be and remain excluded from gross income
32
32 {5000/03/O000860 1. DOCv5{
for federal income tax purposes, (b) that it will not take or authorize to be taken any actions that
would adversely affect that exclusion, and (c) that it, or persons acting for it, will, among other
acts of compliance, (i) apply the proceeds of the Bonds to the governmental purposes of the
borrowing, (ii) restrict the yield on investment property, (iii) make timely and adequate
payments to the federal government, (iv) maintain books and records and make calculations and
reports, and (v) refrain from certain uses of those proceeds and, as applicable, of property
financed with such proceeds, all in such manner and to the extent necessary to assure such
exclusion of that interest under the Code.
The Chairman or the County Administrator, or any other officer having responsibility
for the issuance of the Bonds of any Series, will give an appropriate certificate of the County for
inclusion in the transcript of proceedings, setting forth the reasonable expectations of the
County regarding the amount and use of all the proceeds of the Bonds of such Series, the facts,
circumstances and estimates on which they are based, and other facts and circumstances
relevant to the tax treatment of interest thereon.
Each such officer is further authorized to make or effect any election, selection, choice,
consent, approval, or waiver on behalf of the County with respect to the Bonds of any Series as
the County is permitted or required to make or give under the federal income tax laws, for the
purposes of assuring, enhancing or protecting favorable tax treatment or characterization of the
Bonds of such Series or interest thereon or assisting compliance with requirements for that
purpose, reducing the burden or expense of such compliance, reducing the rebate amount or
payments of penalties thereon, or making payments in lieu thereof, or obviating such amounts
or payments, as determined by such officer. Any such action of such officer will be in writing
and signed by the officer.
The County (a) will take or cause to be taken such actions which may be required of it
for the interest on the Bonds of any Series to be and remain excluded from gross income for
federal income tax purposes, and (b) will not take or permit to be taken any actions which
would adversely affect that exclusion, and that it, or persons acting for it, will, among other acts
of compliance, (i) apply the proceeds of the Bonds of such Series to the governmental purpose
of the borrowing, (ii) restrict the. yield on investment property acquired with those proceeds,
(iii) make timely rebate or penalty payments, if any, to the federal government, (iv) maintain
books and records and make calculations and reports, and (v) refrain from certain uses of
proceeds, all in such manner and to the extent necessary to assure such exclusion of that interest
under the Code. The Chairman, the County Administrator and other appropriate officers are
hereby authorized and directed to take any and all actions, make calculations and rebate or
penalty payments, and make or give reports and certifications, as may be appropriate to assure
such exclusion of that interest.
The foregoing provisions of this Paragraph (E) shall not be applicable to Bonds of any
Series which are issued by the County pursuant to Chapter 159, Part VII, Florida Statutes.
33
33 {5000/O3/0000860 1. DOCv5}
(F) Payment Of Bonds. The County will pay the principal of, premium, if any, and
interest on the Bonds when due.
Section 5.02. Events Of Default. It shall be an event of default under this resolution if the
County shall:
(1) fail to deposit with the Paying Agent on the due date thereof sufficient
funds to pay the Debt Service Requirement when due;
(2) fail to deposit or pay within ten (10) days after the due date thereof any
other required deposit or payment under this resoJution pursuant to Section 3.03C(1) through (6)
hereof;
(3) fail to comply in any material respect with any other covenant made in
this resolution, if (a) such failure shall continue for more than thirty (30) days following notice of
such failure to the County or (b) the County shall not within thirty (30) days of receipt of such
notice have initiated steps to cure such default and thereafter have proceeded diligently to cure
such default; provided however that the Credit Facility Issuer may waive any such defect if
compliance shall be determined to be impossible of performance; or
(4) there shall occur the filing by the County of a voluntary petition in
bankruptcy, or the commission by the County of any act of bankruptcy, or the adjudication of the
County as a bankrupt, or the assignment by the County for the benefit of its creditors, or the
entry by the County into an agreement of composition with its creditors, or the approval by a
court of competent jurisdiction of a petition applicable to the County in any proceeding for its
reorganization, instituted under the provisions of the Federal Bankruptcy Act, as amended, or
any similar act in any jurisdiction which may now be in effect or hereafter amended.
Section 5.03. Remedies. Any Registered Owner, any Credit Facility Issuer, or any
trustee acting for Registered Owners, in the manner hereinafter provided, may, either at law or
in equity, by suit, action, mandamus, or other proceedings, in any court of competent
jurisdiction, protect and enforce any and all rights, either under the laws of the State of Florida or
granted and contained in this resolution and may enforce and compel the performance of all
duties required by this resolution or by any applicable statutes to be performed either by the
County or by any officer thereof, including the receipt and application of the Pledged Revenues
and the taking of any and all actions necessary to entitle the County to receive the Pledged
Revenues
The foregoing provisions notwithstanding, so long as it is not in default under a Policy, a
Bond Insurer, (a) acting alone, shall have the right to direct all remedies in an Event of Default;
(b) shall be recognized as the Registered Owner of each Bond which it insures for purposes of
exercising all rights and privileges available to bondholders, (c) shall have the right to institute
any suit, action, or proceeding at law or in equity under the same terms as a Registered Owner
34
34 {5000/03/0000S60 I.DOCv5}
under this resolution, and (d) must give its prior consent before any acceleration of principal on
Bonds may be declared.
If an event of default shall occur, and in the further event that any such default shall
continue for a period of thirty (30) days after the giving of notice thereof to the County, the
Registered Owners of not less than twenty-five percent (25%) in aggregate principal amount of
Bonds Outstanding, or any trustee appointed to represent Registered Owners as hereinafter
provided, shall be entitled as of right to the appointment of a receiver of the Pledged Revenues in
an appropriate judicial proceeding in a court of competent jurisdiction, whether or not such
Registered Owners or trustee is also seeking or shall have sought to enforce any other right or
exercise any other remedy in connection with Bonds.
The receiver so appointed shall forthwith, directly or by his agents and attorneys, take
possession of the various funds and accounts established hereunder, and shall hold, manage and
control such funds and accounts, and in the name of the County shall exercise all the rights and
powers of the County with respect to such funds and accounts as the County itself might do.
Such receiver shall collect and receive all Pledged Revenues and maintain and apply the funds
and accounts established by this resolution in the manner provided herein, and comply, under
the jurisdiction of the court appointing such receiver, with all of the provisions of this resolution.
Whenever all principal that is due upon the Bonds, together with interest thereon, and all
payments required under any covenants of this resolution for reserve, Debt Service Funds, or
other funds, and all principal upon any other obligations, together with interest thereon, having
a charge, lien or encumbrance upon the Pledged Revenues, shall have been paid and made good,
and all defaults under the provisions of this resolution shall have been cured and made good,
possession of the funds and accounts created hereby shall be surrendered to the County upon the
entry of an order of the court to that effect. Upon any subsequent default, any Registered Owner,
or any trustee appointed for Registered Owners as hereinafter provided, shall have the right to
secure the further appointment of a receiver upon any such subsequent default.
Such receiver shall, in the performance of the powers hereinabove conferred upon him,
be under the direction and supervision of the court making such appointment, shall at all times
be subject to the orders and decrees of such court and may be removed thereby and a successor
receiver appointed in the discretion of such court. Nothing herein contained shall limit or restrict
the jurisdiction of such court to enter such other and further orders and decrees as such court
may deem necessary or appropriate for the exercise by the receiver of any function not
specifically set forth herein.
Any receiver appointed as provided herein shall hold and apply the funds and accounts
established hereunder in the name of the County, any Credit Facility Issuer for the Bonds, and
the Registered Owner of the Bonds issued pursuant to this resolution as their interests shall
appear. Such receiver shall have no power to sell, assign, mortgage, or otherwise dispose of any
assets of any kind or character belonging or pertaining to the County, but the authority of such
receiver shall be limited to the possession, and control, including the disbursement of moneys
35
3515000103100008601.DOCv5)
from, the funds and accounts established hereby, for the sole purpose of the protection of the
County, any Credit Facility Issuer and the Registered Owners as their interests shall appear.
The Registered Owners of Bonds in an aggregate principal amount of not less than
twenty-five per centum (25%) of Bonds then Outstanding may, by a duly executed certificate in
writing, appoint a trustee for Registered Owners with authority to represent such Registered
Owners in any legal proceedings for the enforcement and protection of the rights of such
Registered Owners. Such certificate shall be executed by such Registered Owners or their duly
authorized attorneys or representatives, and shall be filed in the office of the County Clerk and
with the Chairman.
(End of Article V)
36
36 {5000103/O000860 I.DOCv5}
ARTICLE VI
M1SCELLANEOUS PROVISIONS
Section 6.01. Sale Of 2005 Bonds; Delegation Of Authority To Execute Purchase
Contract; Conditions To Exercise Of Authority. Based on the nature of the financing and the
prevailing market conditions, the Board, in compliance with Section 218.385(1)(a), Florida
Statutes, hereby finds, determines and declares that it is in the best interest of the County to sell
the 2005 Bonds at negotiated sale to the Underwriter, pursuant to the provisions of the 2005
Purchase Contract.
The County Administrator is hereby, subject to the conditions set forth on Exhibit B
hereto, authorized and empowered to execute the Purchase Contract on behalf of the County and
to deliver an executed copy thereof to the Underwriter. This delegation of authority is expressly
made subject to certain conditions set forth on Exhibit B hereto, the failure of any of which shall
render the Purchase Contract voidable at the option of the County.
Section 6.02. Credit Facility and Reserve Account Credit Facility. The 2005
Commitments are hereby accepted and approved. There shall be printed on the back of each
Series 2005 Bond a statement to the effect that payment of the principal of and interest on the
2005 Bonds is insured by the 2005 Bond Insurer under the 2005 Policy, and the proper officers of
the County are hereby authorized and directed to payor cause to be paid the premiums stated in
the 2005 Commitments upon the delivery of the 2005 Policy and the 2005 Surety Bond and to
execute the 2005 Guaranty Agreement.
Section 6.03. Notices To Credit Facility Issuer; Credit Facility Issuer Deemed Sole
Bondowner And A Party In Interest. Whenever a Credit Facility Issuer shall be providing a
Credit Facility with respect to any Bonds issued hereunder, such Credit Facility Issuer shall be
entitled to receive and shall be provided by certified mail all notices and reports which are
required herein to be prepared and to be sent or made available to Registered Owners of such
Bonds.
Notwithstanding any other provIsions of this resolution to the contrary, the Credit
Facility Issuer, so long as it is not in default under the Policy, shall be deemed to be the sole
Registered Owner of all Bonds insured by it for purposes of exercising rights, consents or
remedies granted under this resolution.
Any provision of this resolution to the contrary notwithstanding, if under any provision
hereof any action is to be taken only with the consent or approval of a Credit Facility Issuer, and
if at the time such consent or approval would otherwise be called for such Credit Facility Issuer
is not in compliance with its payment obligations of or is contesting its obligations under its
Credit Facility, then the rights of such Credit Facility Issuer to any consent or approval
hereunder shall be suspended while any such noncompliance or contest is ongoing.
37
37 {5000/03/0000860 I. DOCv5}
Except as expressly provided herein to the contrary, neither the County nor the Paying
Agent shall take the Credit Facility into effect in determining whether the rights of Registered
Owners are adversely affected by actions taken pursuant to the terms and provisions of the Bond
Resolution.
Each Credit Facility Issuer shall be included as a party in interest and as a party entitled
to notify the Paying Agent or any trustee or the County to intervene in judicial proceedings that
affect the Bonds or the security therefor. Any trustee, the Paying Agent and the County shall be
required to accept notice of default from the Credit Facility Issuer.
Section 6.04. Bond Registrar And Paying Agent And Agreement Therefor. The Bank of
New York Trust Company, N. A., Jacksonville, Florida (the "Bank"), is hereby designated Bond
Registrar and Paying Agent for the 2005 Bonds. The Chairman and Clerk are hereby authorized
to execute a Paying Agent and Registrar Agreement between the County and such Bank and in a
form to be approved by the County Attorney and Bond Counsel, upon delivery of the 2005
Bonds.
Section 6.05. Authorization For Execution Of 2005 Bonds And Of Additional
Documents And Certificates 1n Connection With The Delivery Thereof; Approval Of The
Necessary Action; Approval Of Preliminary And Final Official Statements. The Chairman,
County Administrator, Finance Director and Clerk, on the advice of the County Attorney and
Bond Counsel, are hereby authorized and empowered, collectively and individually, to take all
action and steps and to execute and deliver, on behalf of the County, and in their official
capacities, the 2005 Bonds, and any and all instruments, documents, or certificates, including
temporary 2005 Bonds, if necessary, a Tax Compliance Certificate, and a Continuing Disclosure
Certificate, which are necessary or desirable in connection with the issuance and delivery of the
2005 Bonds.
The certification by the County Administrator to the 2005 Underwriter that the form of
preliminary Official Statement (the "Preliminary Official Statement") was deemed final (except
for permitted omissions), and authorizing the distribution and use of that Preliminary Official
Statement by the 2005 Underwriter in connection with the offering for sale of the 2005 Bonds is
hereby ratified and confirmed. The proper officers of the County and each of them are
authorized and directed, on behalf of the County, in their official capacities, to complete the
Preliminary Official Statement, with such modifications, changes and supplements as those
officers shall approve or authorize for purposes of preparing and determining, and to certify and
otherwise represent, that the Preliminary Official Statement as so completed (the "Official
Statement") is "final" for purposes of SEC Rule 15c2-12(b)(3) and (4). Those officers and each of
them are also authorized to sign and deliver on behalf of the County, in their official capacities,
the final Official Statement and such certificates in connection with the accuracy of the final
Official Statement and any amendment thereto as may, in their judgment, be necessary or
appropriate, to the Purchaser. The distribution and use of the final Official Statement by the 2005
Underwriter in connection with the original issuance of the 2005 Bonds is further approved.
38
38 {5000/03/O000860 I.DOCv5 }
The approval of various documents and certificates hereby is hereby declared to be of
such documents in substantially the form attached hereto as exhibits or as subsequently
prepared, upon the advice of the County Attorney and Bond Counsel, with such insertions,
deletions, and variations thereto as shall be approved by the officers executing such documents
and certificates on behalf of the County, and in their official capacities, upon the advice of the
County Attorney and Bond Counsel, such officers' approval thereof to be presumed by their
execution.
Section 6.06. Continuing Disclosure. The County hereby covenants and agrees that, in
order to assist the Underwriter in complying with the Continuing Disclosure Rule with respect to
the Bonds of any Series, it will comply with and carry out all of the provisions of the Continuing
Disclosure Certificate to be executed by the County prior to the time the County delivers the
Bonds of such Series to the Underwriter, as it may be amended from time to time in accordance
with the terms thereof. Notwithstanding any other provision of this resolution, failure of the
County to comply with such Continuing Disclosure Certificate shall not be considered an event
of default hereunder. However, the Continuing Disclosure Certificate shall be enforceable by the
Series 2005 Bondholders in the event that the County fails to cure a breach thereunder within a
reasonable time after written notice from a Series 2005 Bondholder to the County that a breach
exists. Any rights of the Series 2005 Bondholders to enforce the provisions of the covenant shall
be on behalf of all Series 2005 Bondholders and shall be limited to a right to obtain specified
performance of the County's obJigations thereunder.
Section 6.07. Defeasance. Notwithstanding the foregoing provisions of this resolution,
if, at any time, the County shall have paid, or shall have made provision for payment of, the
principal, interest and redemption premiums, if any, with respect to any Bonds, then, and in that
event, the pledge of and Jien on the Pledged Revenues in favor of the Registered Owners of such
Bonds shall be no longer in effect. For purposes of the preceding sentence, deposit of noncallable
Defeasance Obligations in irrevocable trust with a banking institution or trust company, for the
sole benefit of the Registered Owners of such Bonds, in respect to which such Defeasance
Obligations, the principal and interest received will be sufficient, without reinvestment, in the
opinion of a Verification Agent to make timely payment of the principal of, interest, and
redemption premiums, if any, on such outstanding Bonds designated to be defeased, and receipt
of an opinion of Bond Counsel to the effect that such deposit (1) satisfies the requirements of the
Bond Resolution for a defeasance and (2) has no adverse effect on the exclusion from gross
income for federal income tax purposes of interest on the Refunded Bonds, shall be considered
"provision for payment". Nothing herein shall be deemed to require the County to call any of
the Outstanding Bonds for redemption prior to maturity pursuant to any appJicable optional
redemption provisions, or to impair the discretion of the County in determining whether to
exercise any such option for early redemption. Notwithstanding the foregoing, (a) amounts paid
by a Credit FaciJity Issuer with respect to any Bonds shall not be deemed paid for the purposes of
this Section and such Bonds shall be deemed to be outstanding hereunder, and owned by such
Credit Facility Issuer and such amounts shall remain due and owing hereunder until paid in
accordance with the Bond Resolution; and (b) no defeasance shall be deemed to occur hereunder
with respect to the County's obligation to pay Reserve Account Credit FaciJity Costs as long as
39
39{ 5000/03/0000860 1.DOCv5
any such costs are due and owing under the Guaranty Agreement. The 2005 Bond Insurer shall
be provided at least fifteen (15) days' advance notice of any refunding of the 2005 Bonds.
Section 6.08. No Recourse. No recourse shall be had for the payment of the principal of,
premium, if any, and interest on the Bonds, or for any claim based thereon or on this resolution,
against any present or former member or officer of the Board or any person executing the Bonds.
Section 6.09. Modification Or Amendment. (A) No material modification or
amendment of this resolution or of any resolution amendatory hereof or supplemental hereto,
adverse to the interests of the Registered Owners, may be made without the consent in writing of
the Registered Owners of fifty-one percent (51%) or more in principal amount of the Bonds then
Outstanding.
(B) The County, from time to time and at any time and without the consent or
concurrence of any Registered Owners of any Bonds, may adopt a resolution amendatory hereof
or supplemental hereto, if the provisions of such supplemental resolution shall not adversely
affect the rights of the Registered Owners of the Bonds then outstanding, for anyone or more of
the following purposes:
(1) to make any changes or corrections in this resolution which the County
shall have been advised by counsel are required for the purpose of curing or correcting any
ambiguity or defect or inconsistent provision or omission or mistake or manifest error contained
herein, or to insert in this resolution such provisions clarifying matters or questions arising
hereunder as are necessary or desirable;
(2) to add additional covenants and agreements of the County for the purpose
of further securing the payment of the Bonds;
(3) to surrender any right, power or privilege reserved to or conferred upon
the County by the terms hereof;
(4) to confirm by further assurance any lien, pledge or charge created or to be
created by the provisions hereof;
(5) to grant to or confer upon the Registered Owners any additional right,
remedies, powers, authority or security that lawfully may be granted to or conferred upon them;
(6) to assure compliance with the Code;
(7) to provide such changes which, in the opinion of the County, based upon
such certificates and opinions of Independent Certified Public Accountant, Bond Counsel,
financial advisors or other appropriate advisors as the County may deem necessary or
appropriate, will not materially adversely affect the security of the Registered Owners, including,
but not limited to, such changes as may be necessary in order to adjust the terms hereof so as to
40
40 {5000/O3/0000860 ¡.DOCv5}
facilitate the issuance of other types of obligations, including, but not limited to, bonds, notes,
certificates, warrants or other evidences of indebtedness, which are Subordinated Debt;
(8) to modify any of the provisions of this resolution in any other respects,
provided that such modification shall not be effective (a) with respect to the Bonds outstanding
at the time such amendatory or supplemental resolution is adopted or (b) shall not be effective (i)
until the Bonds Outstanding at the time such amendatory or supplemental resolution is adopted
shall cease to be Outstanding, or (ii) until the Registered Owners thereof consent thereto.
(C) The foregoing provisions of (A) and (B) notwithstanding, (1) no consent of any
Registered Owners shall be required with respect to modification or amendment as to which
modification or amendment the Credit Facility Issuer has provided its prior written consent and
(2) no modification or amendment pursuant to paragraph (A) above shall be effective without
the prior written consent to such modification or amendment of the Credit Facility Issuer, and (3)
no modification or amendment shall (x) permit a change in the maturity of such Bonds, a
reduction in the rate of interest thereon, a reduction in the amount of the principal obligation
represented thereby or a reduction in the redemption premium required to be paid in connection
with any optional redemption thereof; or (y) either affect the unconditional promise of the
County to pay the principal of and interest on the Bonds, as the same shall become due, from the
Pledged Revenues, or reduce the percentage of Registered Owners of Bonds above required to
consent to such material modifications or amendments, in either case (x or y) without the consent
of the Registered Owners of all such Bonds.
A notice and a copy of any amendment or modification shall be sent to each Credit
Facility Issuer and to each Rating Agency at least 20 days prior to the execution or adoption
thereof.
Section 6.10. Severability Of Invalid Provisions. 1£ anyone or more of the covenants,
agreements or provisions of this resolution should be held to be contrary to any express
provision of law or to be contrary to the policy of express Jaw, though not expressly prohibited,
or to be against public policy, or should for any reason whatsoever be held invalid, then such
covenants, agreements, or provisions shall be null and void and shall be deemed separate from
the remaining covenants, agreements, or provisions of, and in no way affect the validity of, all
the other provisions of this resolution or of the Bonds.
Section 6.11. Repealing Clause. All resolutions of the Board, or parts thereof, in conflict
with the provisions of this resoJution are to the extent of such conflict, hereby superseded and
repealed.
41
4115000/03/0000860 1.DOCv5}
Section 6.12. Effective Date. This resolution shall take effect immediately upon its
adoption.
Passed and Adopted by the Board of County Commissioners at a regular meeting duly
called and held this 17"' day of May 2005.
(SEAL)
ST. LUCIE COUNTY, FLORIDA
\
i. .
,'-.,::..-- \...... -. --j--
By; .~ ,,:~:¡y¿¡jc:·:=Q¡17'i:·,..1~+-._
Chair, Board of County Commissioners,
ATTEST:
B)i.
erk of the Circuit Court,
ex officio Clerk of the Board
County Attorney
42
42 {5000/O3/0000860 I.DOCvS}
EXHIBIT A
FORM OF BOND
No.
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
ST. LUCIE COUNTY
STATE REVENUE SHARING IMPROVEMENT BOND
SERIES 2005
[FORM OF FIRST PARAGRAPH OF CURRENT INTEREST PAYING BOND]
RATE OF INTEREST
MATURITY DATE
DATE OF ISSUE
CUSIP
%
1,
REGISTERED OWNER:
Cede & Co.
PRINCIPAL AMOUNT:
KNOW ALL MEN BY THESE PRESENTS, that SI. 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 the Maturity Date
specified above, the Principal Amount shown above, upon presentation and surrender hereof at
the corporate trust office of The Bank of New York Trust Company, N.A., Jacksonville, Florida,
as Bond Registrar and Paying Agent, and to pay solely from such funds, interest thereon from
the date of this Bond or from the most recent Interest Payment Date to which interest has been
paid, whichever is applicable, at the rate per annum set forth above such interest to the maturity
or prior redemption hereof being payable on , and semiannually thereafter on
and of each year by check or draft mailed to the Registered Owner at his
address as it appears, at 5:00 P.M. Eastern Time on the fifteenth day of the month preceding the
applicable interest payment date, on the registration books of the County kept by the Bond
Registrar; provided, that for any Registered Owner of One Million Dollars ($1,000,000) or more in
principal amount of Bonds, such payment shall, at the written request of such Registered Owner
be by wire transfer or 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.
A-I
(5000/03/0000860 I.DOCv5}
[FORM OF FIRST PARAGRAPH OF COMPOUNDING INTEREST BOND]
MATURITY
DATE
DATE OF
ISSUE
PRINCIPAL
AMOUNT AT
ISSUANCE PER
$5,000 MATURITY
AMOUNT
$
CUSIP
APPROXIMATE
YIELD
%
1,
REGISTERED OWNER:
MATURITY AMOUNT:
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 the Maturity Date
specified above, the Maturity Amount shown above, upon presentation and surrender hereof at
the corporate trust office of The Bank of New York Trust Company, N. A., Jacksonville, Florida,
as Bond Registrar and Paying Agent; provided, that for any Registered Owner of One Million
Dollars ($1,000,000) or more in principal amount of Bonds, such payment shall, at the written
request of such Registered Owner, be by wire transfer or other medium acceptable to the County
and to such Registered Owner. The Maturity Amount and premium, if any, of this Bond are
payable in lawful money of the United States of America.
[FORM OF REMAINING PARAGRAPHS FOR ALL BONDS]
This Bond is payable from and secured solely by a lien upon and pledge of (i) the Pledged
Revenue Sharing Trust Fund Moneys when and as received by the County pursuant to Chapter
218, Part II, Florida Statutes, as amended., (ii) moneys on deposit in certain funds and accounts
established pursuant to the Bond Resolution (hereinafter defined), and (iii) certain Investment
Earnings (collectively, the "Pledged Revenues"), all as defined and provided in Resolution
No. 05-118, adopted by the Board on March 22,2005, as supplemented by Resolution No. 05-222,
adopted on May 17, 2005, as amended and supplemented from time to time (collectively, the
"Bond Resolution") hereinafter referred to. This Bond does not constitute a general obligation or
indebtedness of the County, and it is expressly agreed by the Registered Owner of this Bond that
such Registered Owner shall never have the right to compel the exercise of the ad vaJorem taxing
power of the County, or the taxation of any property of or in the County, for the payment of the
principal of and interest on this Bond or for the making of any payments provided for in said
Bond Resolution.
It is further agreed between the County and the Registered Owner of this Bond, that this
Bond and the obligation evidenced hereby shall not constitute a lien upon the 2005 Project or any
part thereof, or on any other property of or in the County, but shall constitute a lien only on the
Pledged Revenues, in the manner provided in the Bond Resolution.
This Bond is one of an authorized issue of Bonds, originally issued in the aggregate
principal amount of $ , of like date, tenor and effect, except as to number, interest rate,
and date of maturity, issued to finance (a) the acquisition and construction of certain capital
improvements within the County, (b) the funding of a Reserve Account [through the purchase of
a Surety Bond,] and (c) payment of the costs of issuance of the 2005 Bonds, all under the
authority of and in full compliance with Chapters 125, Part I, and 218, Part II, Florida Statutes,
Ordinance No. 87-77 of the County, as amended, and other applicable provisions of law, and the
Bond Resolution, and is subject to all the terms and conditions of the Bond Resolution.
Capitalized terms used herein shall have the meaning specified in the Bond Resolution.
The County has entered into certain covenants with the Registered Owners of the Bonds
of this issue for the terms of which reference is made to the Bond Resolution. In particular, the
County has reserved the right to issue additional obligations payable from and secured by a lien
upon and pledge of the Pledged Revenues on a parity with the Bonds of this issue and series,
upon compliance with certain conditions set forth in the Bond Resolution. The County has also
reserved the right to defease the lien of the Bonds of this issue upon the Pledged Revenues upon
making provision for payment of the Bonds as provided in the Bond Resolution. .
[Insert Redemption Provisions]
Notice of such redemption shall be given in the manner provided in the Bond Resolution.
This Bond is and has all the qualities and incidents of a negotiable instrument under the
Uniform Commercial Code-Investment Securities Laws of the State of Florida, and the Registered
Owner and each successive Registered Owner of this Bond, shall be conclusively deemed by his
acceptance hereof to have agreed that this Bond shall be and have all the qualities and incidents
of negotiable instruments under the laws of the State of Florida.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed precedent to and in the issuance of this Bond, exist, have happened
and have been performed in regular and due form and time as required by the laws and
Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of
the issue of Bonds of which this Bond is one, does not violate any constitutional or statutory
limitation.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication hereon shall
have been executed by the Bond Registrar.
A-3
{5000103/O000860 I. DOCv5}
IN WITNESS WHEREOF, St. Lucie County, Florida, has issued this Bond and has caused
the same to be executed by the Chairman or Vice Chairman of the County, either manually or
with his facsimile signature, and the corporate seal of the Board, or a facsimile thereof to be
affixed hereto or imprinted or reproduced hereon, and the foregoing attested by the manual or
facsimile signature of the Clerk of the Circuit Court, ex officio Clerk of the Board, all as of the
Date of Issue above.
(SEAL)
ST. LUCIE COUNTY, FLORIDA
By:
Chair, Board of County
Commissioners
ATTEST:
By:
Clerk of the Circuit Court, ex officio
Clerk of the Board of County Commissioners
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within-mentioned Bond
Resolution.
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Bond Registrar
By
Authorized Signature
Date of Authentication:
STATEMENT OF INSURANCE
A-5
{5000/0J/00008601.DOCvS}
The following abbreviations, when used in the inscription on the face of the within bond, shall
be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM -
TEN ENT -
JT TEN -
as tenants in common
as tenants by the entireties
as joint tenants with right
of survivorship and not of
tenants in common
UNIF GIF MIN ACT -
(Cust.)
Custodian for
(Minor)
Additional abbreviations may also be used although not listed above.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to
(Please insert Social Security or other Identifying Number of Assignee)
the within Bond and does hereby irrevocably constitute and appoint the Bond Trustee as his
agent to transfer the Bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature guaranteed:
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Owner as it appears upon the face
of the within note in every particular, without
alteration or enlargement or change whatever.
NOTICE: Signature must be guaranteed by in
institution which is a participant in the
Securities Transfer Agent Medallion Program
(STAMP) or similar program.
(Authorized Officer)
EXHIBIT B
CONDITIONS OF AWARD
The conditions to exercise by the County Administrator of the authority to execute the Purchase
Contract are as follows:
IA) The Purchase Contract shall be executed on or before [uly 1. 2005.
IB) The Purchase Contract shall be executed by and on behalf of the County by the
County Administrator in substantially the form approved by the County Administrator upon the
advice of Bond Counsel and the County Attorney. the execution of the Purchase Contract for and
on behalf of the County by the County Administrator being conclusive evidence of the approval
of any such changes. insertions. omissions or filling in of blanks.
IC) The aggregate principal amount Iwithout regard to any original issue discount or
premium) of the 2005 Bonds to be sold shall not exceed $14.000.000.
1m The purchase price for the 2005 Bonds shall be equal to not less than 99% of the
aggregate principal amount of the 2005 Bonds Iwithout regard to original issue discount or
premium), plus accrued interest from their dated date to their date of delivery.
IE) The true interest cost rate on the 2005 Bonds shall not exceed 5.25% per annum.
IF) The County shall have received a disclosure statement from the Underwriter,
setting forth the information required by Section 218.385, Florida Statutes, as amended.
IG) The Underwriter shall have delivered to the County its good faith deposit in such
form as is acceptable to the County Administrator upon the advice of the Financial Advisor in an
amount equal to not less than one percent 11 %) of the par amount of the 2005 Bonds.
IH) The 2005 Bonds shall be subject to redemption at the option of the County no later
than [10 years 1 from their date. and at a redemption price not greater than [102%1 of the principal
amount redeemed.
{5000/0J/0000860 I.DOCv5}
B-1
EXHIBIT C
COMM1TMENTS
15000/03/0000860 I.DOCv5}
C-I
{5000103/0000860 1.DOCv5)
EXHIBIT D
PRELIMINARY OFFICIAL STATEMENT
D-I
EXHIBIT E
BOND PURCHASE CONTRACT
{5000/03/0000860 ¡DOCv5 {
E-I
EXHIBIT F
BOND REGISTRAR AND P A Y1NG AGENT AGREEMENT
{500010310000860 I.DOCvS}
F-I
EXHIBIT H
BOND INSURER COVENANTS
Part I. Payment Procedure Under the 2005 Policy
As long as the 2005 Policy shall be in full force and effect, the County and any Paying Agent agree to comply
with the following provisions:
(a) At least one (I) Business Day prior to all Interest Payment Dates the County will detennine
whether there will be sufficient funds in the Funds and Accounts to pay the principal of or interest on
the 2005 Bonds on such Interest Payment Date. If the County detennines that there will be
insufficient funds in such Funds or Accounts, the County shall so notifY the 2005 Bond Insurer. Such
notice shall specify the amount of the anticipated deficiency, the 2005 Bonds to which such
deficiency is applicable and whether such 2005 Bonds will be deficient as to principal or interest, or
both. If the County has not so notified the 2005 Bond Insurer at least one (I) business day prior to an
Interest Payment Date, the 2005 Bond Insurer will make payments of principal or interest due on the
2005 Bonds on or before the first (I st) Business Day next following the date on which the 2005 Bond
Insurer shall have received notice of nonpayment from the County.
(b) the County shall, after giving notice to the 2005 Bond Insurer as provided in (a) above,
make available to the 2005 Bond Insurer and, at the 2005 Bond Insurer's direction, to The Bank of
New York, in New York, New York, as insurance trustee for the 2005 Bond Insurer or any successor
insurance trustee (the "Insurance Trustee"), the registration books of the County maintained by the
Paying Agent and all records relating to the Funds and Accounts maintained under this resolution.
(c) the County will cause the Paying Agent to provide the 2005 Bond Insurer and the
Insurance Trustee with a list of registered owners of 2005 Bonds entitled to receive principal or
interest payments from the 2005 Bond Insurer under the terms of the 2005 Policy, and shall make
arrangements with the Insurance Trustee (i) to mail checks or drafts to the Registered Owners of
2005 Bonds entitled to receive full or partial interest payments from the 2005 Bond Insurer and
(ii) to pay principal upon 2005 Bonds surrendered to the Insurance Trustee by the registered
owners of 2005 Bonds entitled to receive full or partial principal payments from the 2005 Bond
Insurer.
(d) the County shall, at the time it provides notice to the 2005 Bond Insurer pursuant to (a)
above, notifY Registered Owners of 2005 Bonds entitled to receive the payment of principal or
interest thereon from the 2005 Bond Insurer (i) as to the fact of such entitlement, (ii) that the 2005
Bond Insurer will remit to them all or a part of the interest payments next coming due upon proof of
the Registered Owner entitlement to interest payments and delivery to the Insurance Trustee, in fonn
satisfactory to the Insurance Trustee, of an appropriate assignment of the Registered Owner's right to
payment, (iii) that should they be entitled to receive full payment of principal from the 2005 Bond
Insurer, they must surrender their 2005 Bonds (along with an appropriate instrument of assignment in
fonn satisfactory to the Insurance Trustee to pennit ownership of such 2005 Bonds to be registered in
the name of the 2005 Bond Insurer) for payment to the Insurance Trustee, and (iv) that should they be
entitled to receive partial payment of principal from the 2005 Bond Insurer, they must surrender their
2005 Bonds for payment thereon first to the Paying Agent who shall note on such 2005 Bonds the
{5000/O310000860 I.DOCvS}
H-6
portion of the principal paid by the Paying Agent and then, along with an appropriate instrument of
assignment in fonn satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then
pay the unpaid portion of principal.
(e) in the event that the County or Paying Agent, if any, has notice that any payment of principal
of or interest on a 2005 Bond which has become Due for Payment and which is made to a Registered
Owner by or on behalf of the County has been deemed a preferential transfer and theretofore
recovered from its Registered Owner pursuant to the United States Bankruptcy Code by a trustee in
bankruptcy in accordance with the final, nonappealable order of a court having competent
jurisdiction, the County shall cause the Paying Agent to, at the time the 2005 Bond Insurer is notified
pursuant to (a) above, notify all Registered Owners that in the event that any Registered Owner's
payment is so recovered, such Registered Owner will be entitled to payment !Tom the 2005 Bond
Insurer to the extent of such recovery if sufficient funds are not otherwise available, and the Paying
Agent shall furnish to the 2005 Bond Insurer its records evidencing the payments of principal of and
interest on the 2005 Bonds which have been made by the Paying Agent and subsequently recovered
!Tom Registered Owners and the dates on which such payments were made.
(f) in addition to those rights granted the 2005 Bond Insurer under this resolution, the 2005
Bond Insurer shall, to the extent it makes payment of principal of or interest on 2005 Bonds, become
subrogated to the rights of the recipients of such payments in accordance with the tenns of the 2005
Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due
interest, the Paying Agent shall note the 2005 Bond Insurer's rights as subrogee on the registration
books of the County maintained by the Paying Agent upon receipt from the 2005 Bond Insurer of
proof of the payment of interest thereon to the Registered Owners of the 2005 Bonds, and (ii) in the
case of subrogation as to claims for past due principal, the Paying Agent shall note the 2005 Bond
Insurer's rights as subrogee on the registration books of the County maintained by the Paying Agent
upon surrender of the 2005 Bonds by the Registered Owners thereof together with proof of the
payment of principal thereof
Part II. Authorized Investments
A. With respect to the Series 2005 Bonds, for all purposes under this resolution, including
defeasance, Authorized Investments and Defeasance Obligations shall mean:
(I) Cash (insured at all times by the Federal Deposit Insurance Corporation),
Obligations of, or obligations guaranteed as to principal and interest by, the U.S. or any agency or
instrumentality thereof, when such obligations are backed by the full faith and credit of the U.S. including:
U.S. treasury obligations
All direct or fully guaranteed obligations
Fanners Home Administration
General Services Administration
Guaranteed Title XI financing
Government National Mortgage Association (GNMA)
State and Local Government Series
Any security used for defeasance must provide for the timely payment of principal and interest and
cannot be callable or prepayable prior to maturity (excluding securities that do not have a fixed par
value and/or whose tenns do not promise a fixed dollar amount at maturity or call date).
{5000/03100008601.DOCv51
H-6
B. With respect to the Series 2005 Bonds, for all purposes other than defeasance investments In
refunding escrow accounts, Authorized Investments shall mean.
(I) obligations of any of the following federal agencies which obligations represent the full
faith and credit of the United States of America, including:
-Export-Import Bank
-Rural Economic Community Development Administration
-U.S. Maritime Administration
-Small Business Administration
-U.S. Department of Housing & Urban Development (PHAs)
-Federal Housing Administration
-Federal Financing Bank
(2) direct obligations of any of the following federal agencies which obligations are not fully
guaranteed by the full faith and credit of the United States of America:
-Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or
Federal Home Loan Mortgage Corporation (FHLMC).
-obligations of the Resolution Funding Corporation (REFCORP)
-Senior debt obligations of the Federal Home Loan Bank System
-Senior debt obligations of other Government Sponsored Agencies approved by Ambac
(3)U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances with domestic
commercial banks which have a rating on their short term certificates of deposit on the date of
purchase of "P-I" by Moody's and "A-I" or "A-I +" by S&P and maturing not more than 360
calendar days after the date of purchase. (Ratings on holding companies are not considered as the
rating of the bank);
(4) Commercial paper which is rated at the time of purchase in the single highest classification, "p-
I" by Moody's and "A-1+" by S&P and which matures not more than 270 calendar days after
the date of purchase;
(5)Investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P;
(6)Pre-refunded Municipal obligations defined as follows: any bonds or other obligations of any
state of the United States of America or of any agency, instrumentality or local governmental unit
of any such state which are not callable at the option of the obligor prior to maturity or as to which
irrevocable instructions have been given by the obligor to call on the date specified in the notice;
and
which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating
category of Moody's or S&P or any successors thereto; or
(i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow
consisting only of cash or obligations described in paragraph A(2) above, which escrow may be applied
only to the payment of such principal of and interest and redemption premium, if any, on such bonds or
other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to
such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally
recognized independent certified public accountant, to pay principal of and interest and redemption
premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates
15000/03/00008601.DOCv5}
H-6
specified in the irrevocable instructions referred to above, as appropriate; [Pre-refunded Municipal
obligations meeting the requirements of subsection (B) hereof may be used as Permitted Investments
for annual appropriation lease transactions.
(7) Municipal obligations rated "Aaa/AAA" or general obligations of States with a rating of
"A2/A" or higher by both Moody's and S&P.
(8) Investment Agreements approved in writing by the 2005 Bond Insurer (supported by appropriate
opinions of counsel);
(9) Investments in the Local Government Surplus Funds Trust Fund of the State of Florida, created
and established pursuant to Part IV, Chapter 218, Florida Statutes, administered by the State
Board of Administration
(10) other forms of investments (including repurchase agreements) approved in writing by Ambac.
C. The value of the above investments shall be determined as follows:
F or the purpose of determining the amount in any fund, all Authorized Investments credited to such
fund shall be valued at fair market value. The County shall detennine the fair market value based on
accepted industry standards and from accepted industry providers. Accepted industry providers shall
include but are not limited to pricing services provided by Financial Times Interactive Data
Corporation, Merrill Lynch, Salomon Smith Barney, Bear Steams, or Lehman Brothers.
As to certificates of deposit and bankers' acceptances: the face amount thereof, plus. accrued interest
thereon; and
c) As to any investment not specified above: the value thereof established by prior agreement
among the County and Ambac.
Part III. Payments under the 2005 Surety Bond
A. As long as the 2005 Surety Bond shall be in full force and effect, the County and Paying Agent
agree to comply with the following provisions:
(a) In the event and to the extent that moneys on deposit in the Debt Service Fund, plus all
amounts on deposit in and credited to the Reserve Account in excess of the amount of the
Surety Bond, are insufficient to pay the amount of principal and interest corning due, then
upon the later of: (i) one (I) day after receipt by the General Counsel of the 2005 Bond
Insurer of a demand far payment in the form attached to the 2005 Surety Bond as Attachment
I (the "Demand for Payment"), duly executed by the Paying Agent certifying that payment
due under the resolution has not been made to the Paying Agent; or (ii) the payment date of
the 2005 Bonds as specified in the Demand for Payment presented by the Paying Agent to the
General Counsel to the 2005 Bond Insurer, Ambac will make a deposit of funds in an account
with the Paying Agent or its successor, in New Yark, New York, sufficient for the payment to
the Paying Agent, of amounts which are then due to the Paying Agent under the resolution
(as specified in the Demand for Payment) up to but not in excess of the 2005 Surety Bond
Coverage, as defined in the 2005 Surety Bond; provided, however, that in the event that the
amount on deposit in, or credited to, the Reserve Account in addition to the amount available
under the 2005 Surety Bond, includes amounts available under a letter of credit, insurance
policy, 2005 Surety Bond or other such funding instrument (the "Additional Funding
{5000/O3/0000860 1. DOCvS}
H-6
Instrument"), draws on the 2005 Surety Bond and the Additional Funding Instrument shall be
made on a pro rata basis to fund the insufficiency.
(b) the County or Paying Agent shall, after submitting to the 2005 Bond Insurer the Demand
for Payment as provided in (a) above, make available to the 2005 Bond Insurer all records
relating to the Funds and Accounts maintained under this resolution.
(c) the County or Paying Agent shall, upon receipt of moneys received from the draw on the
2005 Surety Bond, as specified in the Demand for Payment, credit the Reserve Account to the
extent of moneys received pursuant to such Demand.
(d) the Reserve Account shall be replenished in the following priority: (i) principal and
interest on the 2005 Surety Bond shall be paid from first available Pledged Revenues
[principal and interest on the 2005 Surety Bond and on the Additional Funding Instrument
shall be paid from first available Pledged Revenues on a pro rata basis]; (ii) after all such
amounts are paid in full, amounts necessary to fund the Reserve Account to the required
level, after taking into account the amounts available under the 2005 Surety Bond and the
Additional Funding Instrument shall be deposited from next available Pledged Revenues.
Part IV. General Covenants and Agreements
With respect to the Series 2005 Bonds, in this resolution (1) all references to the Credit
Facility Issuer shall be deemed to be references to the 2005 Bond Insurer, (2) all references to the
Credit Facility shall be deemed to be references to the 2005 Policy, and all references to the
Reserve Account Credit Facility shall be deemed references to the 2005 Surety Bond.
All notices required to be sent to the 2005 Bond Insurer shall be sent to the following address:
Ambac Assurance Corporation
One State Street Plaza
New Yark, New Yark 10004
Attention: Surveillance Department
Except during any period when the 2005 Bond Insurer is in default of its obligations under
the 2005 Policy, the 2005 Bond Insurer (1) shall enjoy and have all rights, privileges and benefits
granted to the Credit Facility Issuer under the provisions of this resolution and, in addition (2)
shall have the following rights, privileges and benefits:
A. The County shall mail a copy of its annual audit report and such additional information
as it shall request to the 2005 Bond Insurer, attention Surveillance Department.
B. The 2005 Bond Insurer shall have the right to direct an accounting of the Pledged
Revenues at the County's expense, and any failure by the County to comply within 30 days of
receipt of written notice of such direction from the 2005 Bond Insurer shall be deemed an event
of default hereunder, provided that, if compliance cannot occur within such period, then such
{5000103/O000860 ¡DOCv5 {
H-6
period will be extended if compliance is begun within such period and diligently pursued, but
only if such extension does not adversely affect the interests of the Registered Owners of the 2005
Bonds.
C. Any reorganization or compromise of creditor's rights with respect to the County must
be acceptable to the 2005 Bond Insurer to the extent that the right of such approval is vested in or
granted to the Registered Owners of the 2005 Bonds.
D. The 2005 Bond Insurer shall be provided with (i) any certificate provided with respect to
the Pledged Revenues, (ii) each Continuing Disclosure Report, and (iii) a full transcript of any
proceedings relating to the execution of any supplemental resolution hereto. Notices to the 2005
Bond Insurer shall be sent to the address specified above.
E. The County will permit the 2005 Bond Insurer to discuss the affairs, finances and
accounts of the County or other information the 2005 Bond Insurer may reasonably request
regarding the Pledged Revenues with appropriate County officials.
F. The County shall promptly notify the 2005 Bond Insurer of (i) any failure by the County
to provide notices or certificates required under this resolution, (ii) the occurrence of any event of
default hereunder or (iii) any deficiency in the amounts required to be on deposit in the Debt
Service Fund.
G. The Paying Agent for the 2005 Bonds may be removed by the 2005 Bond Insurer at any
time for any breach of trust; further provided, that the 2005 Bond Insurer shall be notified of any
resignation, removal or replacement of the Paying Agent for the 2005 Bonds; further, provided
that the 2005 Bond Insurer shall have the right to approve any Paying Agent for the 2005 Bonds.
The consent of the 2005 Bond Insurer shall be required for the removal and/or replacement of the
Paying Agent.
H. Any provision of this resolution expressly recognizing or granting rights in or to the 2005
Bond Insurer may not be amended in any manner which affects the 2005 Bond Insurer without
the prior written consent of the 2005 Bond Insurer; the 2005 Bond Insurer shall be entitled to
charge the County a reasonable fee in connection with the giving of any consent to, or otherwise
in connection with, any amendment to this resolution so long as the 2005 Policy is in effect and
the 2005 Bond Insurer is not in default thereunder.
15000103/00008601DOCv5
H-6