HomeMy WebLinkAbout05-221
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RESOLUTION NO. 05-221
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST.
LUCIE COUNTY, FLORIDA, SUPPLEMENTING RESOLUTION NO. 05-
119, ADOPTED ON MARCH 22, 2005, AND RESOLUTION NO. 03-163,
ADOPTED JULY 15, 2003; PROVIDING FOR THE 2005 REFUNDING OF
CETAIN OUTSTANDING OBLIGATIONS OF THE COUNTY;
AUTHORIZING THE ACQUISITION OF CERTAIN REAL PROPERTY;
APPROVING THE TERMS OF SALE OF THE SALES TAX 2005
REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 2005;
PROVIDING SECURITY FOR THE PAYMENT OF SAID BONDS;
MAKING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; APPROVING THE DETAILS OF THE
SERIES 2005 BONDS; ACCEPTING THE COMMITMENT OF THE 2005
BOND INSURER FOR AND MAKING CERTAIN COVENANTS IN
CONNECTION WITH A MUNICIPAL BOND INSURANCE 2005 POLICY
AND A DEBT SERVICE RESERVE FUND 2005 SURETY BOND;
DELEGATING AUTHORITY TO AWARD THE SERIES 2005 BONDS AND
TO EXECUTE A 2005 BOND PURCHASE CONTRACT; APPOINTING A
BOND REGISTRAR AND PAYING AGENT; APPROVING THE FORMS
OF VARIOUS DOCUMENTS; AUTHORIZING THE OFFICERS AND
OFFICIALS OF THE COUNTY TO EXECUTE AND DELIVER THE SERIES
2005 BONDS AND SUCH AGREEMENTS AND CERTIFICATES AS ARE
NECESSARY AND DESIRABLE IN CONNECTION WITH THE SALE,
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:
ARTICLE I
STATUTORY AUTHORITY, DEFINITIONS AND FINDINGS
Section 1.01. Authority for this Resolution. This Resolution is adopted pursuant
to the provisions of Chapter 125, Florida Statutes, Ordinance No. 87-77 of the County, and
other applicable provisions of law, and Resolution No. 05-119, adopted by the Board of
County Commissioners (the "Board") of the County on March 22, 2005 (the "Initial
Resolution"), and Resolution No. 03-163 of the Board, adopted on July 15, 2003 (the
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"Original Resolution" and together with this resolution and the Initial Resolution, the
"Bond Resolution").
Section 1.02. Definitions. Unless the context otherwise requires, the terms defined
in this resolution shall have the meanings specified in this Section. Terms not otherwise
defined in this Section shall have the meanings specified in the Original Resolution or the
Initial Resolution. Words importing singular number shall include the plural number in
each case and vice versa, and words irnporting persons shall include firrns and
corporations.
"Bond Counsel" rneans Bryant Miller & Olive P.A. or such other counsel
experienced in rnatters relating to the validity of, and the state and federal incorne tax
treatment of interest on, obligations of states and their political subdivisions, as selected by
the County.
"Book-Entry Form" or "Book-Entry Consolidated System" means a form or system,
as applicable, under which (i) Series 2005 Bonds are issued to a Depository or to its
nominee, as Registered Owner, (ii) Series 2005 Bonds are held by and "immobilized" in
the custody of such Depository, and (iii) records are maintained by the Depository and/or
other persons to identify and record the transfer of beneficial interests in the Series 2005
Bonds.
"Call Date" with respect to the 2004 Note rneans date of delivery of the Series 2005
Bonds.
"Cede" means Cede & Co., as nominee for DTC.
"DTC" means The Depository Trust Company, New York, New York depository.
"Depository" rneans any securities depository that is operating and rnaintaining,
with its participants or otherwise, a Book-Entry Consolidated Systern to record ownership
of beneficial interests in Series 2005 Bonds or debt service on Series 2005 Bonds and to
effect transfers of Series 2005 Bonds in Book-Entry Form, including, but not limited to,
DTC.
"Initial Resolution" rneans Ordinance No.05-119, adopted on March 22,2005.
"Letter of Representations" rneans the blanket letter agreernent between the
County and DTc, dated March 2,1999.
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"Original Resolution" means Resolution No. 03-163, duly adopted by the Board on
July 15, 2003, as amended and supplemented frorn time to time.
"Outstanding Parity Bonds" means the County's outstanding Sales Tax 2003
Refunding and Irnprovement Revenue Bonds, Series 2003, dated July 15, 2003.
"Owner" or "Registered Owner" means the person in whose name ownership of
any Series 2005 Bond is shown on the registration books maintained by the Registrar.
"Paying Agent" and "Registrar" means The Bank of New York Trust Cornpany, N.
A., Jacksonville, Florida, or its successor.
"Rule" means Rule 15c2-12 promulgated by the Securities Exchange Cornrnission
of the United Sates of America.
"Series 2005 Bonds" means the County's Sales Tax 2005 Refunding and
Improvernent Revenue Bonds, Series 2005, originally issued pursuant to this resolution
and the Bond Resolution.
"2004 Note" rneans the Irnprovement Revenue Note, Series 2004 (Land
Acquisition), dated May 5, 2004, and rnaturing July 1, 2005.
"2004 Note Resolution" rneans, collectively, Resolution No. 04-134, adopted by the
Board on April 13, 2004, as amended by Resolution No. 05-040, adopted on January 18,
2005, and Resolution No. 05-210, adopted on May 17, 2005.
"2004 Project" means the property acquired with the proceeds of the 2004 Note.
"2005 Bond Insurer" means Ambac Assurance Corporation, a Wisconsin domiciled
stock insurance company, and its successors and assigns.
"2005 Bond Purchase Contract" rneans the 2005 Bond Purchase Contract in
substantially the form of Exhibit D hereto, with such changes thereto as shall be acceptable
to the County Administrator, upon the advice of the County Attorney and Bond Counsel,
the acceptance of such changes being conclusively evidenced by the execution thereof.
"2005 Bond Registrar and Paying Agent Agreement" rneans the Registrar and
Paying Agent Agreernent between the County and the Paying Agent and Registrar,
substantially in the form attached hereto as Exhibit E, with such changes as shall be
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acceptable to the Chairman, upon the advice of the County Attorney and Bond Counsel,
the acceptance of such changes being conclusively evidenced by the execution thereof.
"2005 Comrnitments" rneans the 2005 Commitments of the Series 2005 Insurer
dated April 19, 2005, to issue the 2005 Policy and the 2005 Surety Bond, the covenants of
which are included as Exhibit C hereto.
"2005 Guaranty Agreernent" means the Financial Guaranty Agreement between
the County and the 2005 Bond Insurer, in substantially the forrn included in Exhibit F
hereto.
"2005 Official Statement" rneans the official statement for the Series 2005 Bonds in
substantially the forrn attached hereto as Exhibit H (exhibits ornitted), with such
completions thereof as are perrnitted pursuant to the Rule.
"2005 Policy" rneans the Financial Guaranty Insurance Policy issued by the 2005
Bond Insurer insuring the payrnent when due of the principal of and interest on the Series
2005 Bonds as provided therein.
"2005 Project" means the acquisition of property within the County as rnore
particularly described on Exhibit G hereto.
"2005 Project Costs" means, but shall not necessarily be limited to: the cost of the
acquisition of the 2005 Project; the acquisition of any lands or interests therein or any other
properties deerned 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 Series 2005 Bonds authorized
hereby for a reasonable period of tirne after the date of issuance and delivery thereof; the
establishment of reasonable reserves for the payment of debt service on the Series 2005
Bonds; discount upon the sale of the Series 2005 Bonds; the expenses and costs of issuance
of the Series 2005 Bonds; the cost of purchasing any Credit Facility with respect to the
Series 2005 Bonds; such other expenses as may be necessary or incidental to the financing
authorized by this resolution, to the 2005 Project, and to the placing of the sarne in
operation; and reimbursement to the County for any sums expended for the foregoing
purposes..
"2005 Refunding" means the refinancing of the outstanding 2004 Note through the
issuance of the Series 2005 Bonds authorized by this resolution and the payment of a
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portion of the proceeds thereof to SunTrust Bank, as holder of the 2004 Note, as payrnent
in full of the principal and interest due thereon to the Call Date.
"2005 Refunding Costs" means but shall not necessarily be limited to: the cost of
payrnent of the principal of, premium, if specified, and interest on the 2004 Note; expenses
for estimates of costs; the fees of fiscal agents, financial advisors and consultants;
adrninistrative expenses; the establishment of reasonable reserves for the payment of debt
service on the Series 2005 Bonds; discount upon the sale of the Series 2005 Bonds; the
expenses and costs of issuance of the Series 2005 Bonds; the cost of purchasing the 2005
Policy; such other expenses as may be necessary or incidental to the financing authorized
by this resolution, to the 2005 Refunding, and to the accomplishing thereof, and
reimbursernent to the County for any surns expended for the foregoing purposes to the
extent permitted under the applicable provisions of the Code.
"2005 Surety Bond" means the 2005 Surety Bond issued by the 2005 Bond Insurer.
"2005 Underwriter" rneans Bear Stearns & Co. Inc., as the initial purchaser of the
Series 2005 Bonds.
Section 1.03. Findings. It is hereby ascertained, determined and declared that:
A. It is necessary and desirable and in the best interests of the health, safety and
welfare of the County and its inhabitants that the County undertake the 2005 Project and
the 2005 Refunding.
B. The County is without adequate, currently available funds to pay for the
2005 Project and the 2005 Refunding and it is necessary and desirable and in the best
interest of the County that it borrow the moneys necessary to accomplish the financing of
the 2005 Project and the 2005 Refunding. The County is authorized pursuant to the
provisions of the Act, to undertake the 2005 Project and the 2005 Refunding and to issue
the Series 2005 Bonds to provide the necessary rnoneys to pay the costs thereof.
C. The Pledged Revenues are not pledged or encurnbered to pay any debts or
obligations of the County other than the Outstanding Parity Bonds, and the 2004 Note; the
2004 Note will be paid and discharged in full at the tirne of issuance of the series 2005
Bonds.
D. The County is authorized pursuant to the provisions of the Act and Section
5.01(D) of the Original Resolution to pledge the Pledged Revenues to secure the payment
of the Series 2005 Bonds.
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E. After the issuance of the Series 2005 Bonds, (1) the Series 2005 Bonds and the
Outstanding Parity Bonds will be on a parity and rank equally as to lien on and source
and security for payment frorn the Pledged Revenues and (2) all of the covenants and
provisions of the Original Resolution will apply fully to the Series 2005 Bonds to the same
extent as to the Outstanding Parity Bonds.
F. The Pledged Revenues are estirnated to be sufficient to pay as the sarne
become due and payable the Debt Service Requirement on the Outstanding Parity Bonds
and the Series 2005 Bonds, and to rnake all other payrnents required to be made by the
provisions of the Bond Resolution.
G. Pursuant to the directions and delegations of authority contained in the
Initial Resolution, the County Administrator has accepted the 2005 Cornmitments and
that action is hereby ratified and confirrned. It is in the best interests of the County to
purchase the 2005 Policy and the 2005 Surety Bond in order to reduce the present value of
the Debt Service Requirement with respect to the Series 2005 Bonds.
H. Based upon the 2005 Commitments, the County expects to receive frorn each
Rating Agency, at or prior to the issuance of the Series 2005 Bonds, bond ratings in the
highest classification.
I. It is necessary, desirable, and in the best interest of the health, safety, and
welfare of the County and its inhabitants that the Series 2005 Bonds be offered and sold
at negotiated sale in order that the County may achieve optimum timing of the sale of
the Series 2005 Bonds and rnaximum benefit from pre-marketing of the Series 2005
Bonds and thereby minimize the likelihood of paying a higher interest rate on the Series
2005 Bonds which could result from a sale of the Series 2005 Bonds through
advertisement.
J. It is necessary and desirable to delegate to the County Administrator the
authority to execute the 2005 Bond Purchase Contract and to fix the date, maturities,
rnandatory amortization installrnents, interest rates, redemption provisions and certain
other details of the Series 2005 Bonds, subject to certain restrictions hereinafter set forth.
K. It is necessary and desirable in connection with the issuance and delivery
of the Series 2005 Bonds to the 2005 Underwriter (1) to authorize the execution and
delivery to the 2005 Underwriter, upon payrnent therefore in accordance with the
provisions of the 2005 Bond Purchase Contract, of the Series 2005 Bonds in definitive
forrn; (2) to authorize the execution and delivery on behalf of the County of the 2005
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Bond Registrar and Paying Agent Agreement; (3) to authorize the execution and
delivery of a tax compliance certificate, a continuing disclosure undertaking, and such
other closing agreernents, docurnents, and certificates as are usual and custornary in
connection with the delivery of Bonds, all upon the recornrnendation of the County
Administrator, with the advice of the County Attorney, Bond and Disclosure Counsel;
and (4) to authorize the taking of such further action by the Chairrnan, County
Administrator, and Finance Director, and others employed by or acting on behalf of the
County as is necessary to effect the issuance and delivery of the Series 2005 Bonds and
the application of the proceeds thereof to the payment of the 2005 Project Costs and
2005 Refunding Costs and the completion of the 2005 Project and the 2005 Refunding.
Section 1.04. Resolution and Original Resolution to Constitute Contract. In
consideration of the acceptance of the Series 2005 Bonds authorized to be issued
hereunder by those who shall be the Owners of the same from time to tirne, the Bond
Resolution shall be deemed to be and shall constitute a contract between the County and
such Owners. The covenants and agreements set forth in the Bond Resolution to be
performed by the County shall (except as otherwise provided in the Bond Resolution) be
for the equal benefit, protection and security of the Owners of any and all 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 in the Bond Resolution. In
consideration of the issuance of the 2005 Policy and 2005 Surety Bond, the Bond
Resolution shall further be deemed to be and shall constitute a contract between the
County and the 2005 Bond Insurer. The 2005 Bond Insurer is expressly recognized as and
shall be a third-party beneficiary of the provisions of the Bond Resolution entitled to
enforce any right, rernedy or clairn conferred, given or granted thereunder.
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ARTICLE II
AUTHORIZATION OF 2005 PROJECT AND 2005 REFUNDING; SALE AND
ISSUANCE OF SERIES 2005 BONDS; DESCRIPTION, DETAILS AND FORM OF
SERIES 2005 BONDS
Section 2.01. Authorization of Series 2005 Bonds, 2005 Project and 2005
Refunding. The Board hereby specifically authorizes the 2005 Project and the 2005
Refunding. The Board further authorizes issuance of the Sales Tax 2005 Refunding and
Improvernent Revenue Bonds, Series 2005, in a principal amount (exclusive of any original
issue discount or original issue premium) not to exceed $13,000,000.
Section 2.02. Sale of Series 2005 Bonds. Subject and pursuant to the provisions of
the Bond Resolution, special, lirnited obligations of the County, to be known as "Sales Tax
2005 Refunding and Improvernent Revenue Bonds, Series 2005," are hereby awarded and
sold to the 2005 Underwriter pursuant to compliance with the terms and conditions
specified in Exhibit A hereto. The Series 2005 Bonds shall be in an aggregate principal
arnount on original issuance, shall mature in the years and amounts, shall bear interest
payable semiannually on the dates, be subject to redemption prior to maturity, and shall
have the other characteristics, all as are set forth in the 2005 Bond Purchase Contract
hereto.
Section 2.03. Description of Series 2005 Bonds. The Series 2005 Bonds shall be in
substantially the form of Exhibit A hereto, shall be numbered; shall be dated; shall bear
interest at the rates, not exceeding the maximurn perrniUed rate, payable on the dates;
shall mature as to principal on the dates and in the amounts; shall be subject to
redemption prior to maturity; and shall have such other characteristics, not inconsistent
with the requirements of the Bond Resolution, as shall be specified in the 2005 Bond
Purchase Contract.
Section 2.04. Book-Entry System. The Series 2005 Bonds shall be issued in
book-entry only forrn in the name of Cede & Co. The County Administrator is authorized
to rnake provision and perform such further acts as are necessary to provide for the
issuance of the Series 2005 Bonds in book-entry only form.
All payments for the principal of, and interest and redemption premiums, if any,
on, the Series 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 Bonds (except
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for final payment thereof); and such payment to Cede shall constitute payrnent thereof
pursuant to, and for all purposes, of this resolution.
To the extent permitted by the provisions of the Letter of Representations, the
County shall issue Series 2005 Bonds directly to beneficial owners of the Series 2005 Bonds
other than DTC, or its norninee, in the event that:
(a) DTC determines not to continue to act as securities depository for the
Series 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 systern or that the interests of the beneficial owners of the Series
2005 Bonds rnight be adversely affected if the book-entry systern is continued.
Upon occurrence of the events described in (a) or (b) above, the County shall
atternpt to locate another qualified securities depository, and shall notify beneficial owners
of the Series 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 Series 2005 Bonds in certificated form to the
beneficial owners of the Series 2005 Bonds.
In the event the County rnakes the deterrnination noted in (c) above (the County
undertakes no obligation to rnake 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 Series 2005 Bonds stating that DTC will no
longer serve as securities depository, the procedures for obtaining such Series 2005 Bonds
in certificated forrn, and the provisions which govern the Series 2005 Bonds including, but
not limited to, provisions regarding authorized denorninations, provisions for transfer and
exchange, provisions for principal and interest payments, and provisions as to other
related matters.
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ARTICLE III
APPLICATION OF PROCEEDS
Section 3.01. Application of Proceeds of the Series 2005 Bonds. The proceeds,
including accrued interest and premiurn, if any, received frorn the sale of any or all of the
Series 2005 Bonds shall be applied by the County in the following manner and order of
priority, sirnultaneously with their delivery to the 2005 Underwriter as follows:
A. All accrued interest received on delivery of the Series 2005 Bonds shall be
deposited into the Sinking Fund.
B. The amount necessary to pay the principal of and interest on the 2004 Note
on the Call Date in accordance with the terrns thereof shall be paid to SunTrust Bank, as
owner of the 2004 Note.
C. An amount equal, together with the other amounts to be deposited therein,
to the Reserve Account Requirement for the Series 2005 Bonds shall be deposited into the
Reserve Account for the benefit of the Series 2005 Bonds or, alternatively, the Surety Bond
premiurn shall be paid to the 2005 Bond Insurer.
D. To the extent not paid or reirnbursed therefor by 2005 Underwriter, the County
shall pay all costs and expenses in connection with the preparation, issuance and sale of
the Series 2005 Bonds, including the prernium for the 2005 Policy.
E. The rernaining amount shall be deposited into the Series 2005 Project
Account hereby created and established in the Project Fund and shall be applied in
accordance with the provisions of Article IV of the Original Resolution.
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ARTICLE IV
APPLICATION OF PROVISIONS OF ORIGINAL RESOLUTION
Section 4.01. Application of Provisions of Original Resolution. The Series 2005
Bonds shall for all purposes be considered to be Additional Bonds issued under the
authority of the Original Resolution and, except to the extent provided otherwise herein or
in the Original Resolution, shall be entitled to all the protection and security provided
therein for the Outstanding Parity Bonds and be in all respects entitled to the sarne
security, rights and privileges enjoyed by the Outstanding Parity Bonds.
The Series 2005 Bonds shall not be or constitute general obligations or an
indebtedness of the County as "bonds" within the rneaning of any constitutional,
statutory, or charter provision or limitation, but shall be secured solely by a lien upon and
pledge of the Pledged Revenues as provided in the Original Resolution and this
resolution. The lien upon the Pledged Revenues for the benefit of the Series 2005 Bonds
shall be on a parity with the lien thereon and a pledge thereof in favor of the Owners of
the Outstanding Parity Bonds and any Additional Parity Bonds hereafter issued. No
Owner of any of the Series 2005 Bonds shall ever have the right to cornpel the exercise of
the ad valorern taxing power of the County or taxation in any form of any property of or
in the County for payrnent of the Series 2005 Bonds or for the making of any payrnents
under the Bond Resolution, and the Series 2005 Bonds shall not constitute a lien upon the
2005 Project, the 2005 Project or upon any other property of or in the County other than
the Pledged Revenues in the manner provided in the Bond Resolution.
The covenants and pledges contained in the Original Resolution shall be applicable
to the Series 2005 Bonds herein authorized in like rnanner as applicable to the Outstanding
Parity Bonds, and the Series 2005 Bonds herein authorized shall be in all respects entitled
to the same security, rights and privileges enjoyed by such Outstanding Parity Bonds
under the Original Resolution.
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ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 Sale of Series 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, deterrnines and declares that it is in the best
interest of the County to sell the Series 2005 Bonds at negotiated sale to the 2005
Underwriter, pursuant to the provisions of the 2005 Bond Purchase Contract.
The County Administrator is hereby, subject to the conditions set forth on Exhibit
A hereto, authorized and ernpowered to execute the 2005 Bond Purchase Contract on
behalf of the County and to deliver an executed copy thereof to the 2005 Underwriter.
This delegation of authority is expressly made subject to the conditions set forth on Exhibit
A hereto, the failure of any of which shall render the 2005 Bond Purchase Contract
voidable at the option of the County.
Section 5.02 Approval of Official Statement; Further Action to Deliver Series
2005 Bonds Authorized. The provisions of the Official Statement are hereby approved and
the execution of the Official Staternent on behalf of the County by the proper officers and
the delivery thereof to, and distribution thereof by, the 2005 Underwriter in connection
with the offering, sale and delivery of the Series 2005 Bonds is further approved.
The execution and delivery to the 2005 Underwriter, upon payment therefor in
accordance with the provisions of the 2005 Bond Purchase Contract, of the Series 2005
Bonds in definitive form is hereby approved. The execution and delivery on behalf of
the County of (1) the 2005 Bond Registrar and Paying Agent Agreement, (2) a tax
compliance certificate, (3) a continuing disclosure undertaking, and (4) such other
closing agreernents, documents, and certificates as are usual and customary in
connection with the delivery of bonds, all upon the recommendation of the County
Administrator, with the advice of the County Attorney and Bond Counsel, are hereby
approved. The taking of such further action by the Chairman, County Administrator,
Clerk of the Board, County Attorney, Finance Director, and others employed by or
acting on behalf of the County, as is necessary to effect the sale, issuance and delivery of
the Series 2005 Bonds and the application of the proceeds thereof to the payment of the
2005 Project Costs and 2005 Refunding Costs and the consurnmation of the 2005
Refunding and the 2005 Project is hereby authorized and approved.
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Section 5.03. Credit Facility Provisions. A. 2005 Commitments. The acceptance
of the 2005 Commitments by the County Administrator is hereby ratified and confirmed.
The provisions of the 2005 Commitments shall be deemed to be incorporated herein and
the County agrees that it will cornply with the requirements of the 2005 Cornrnitments
with respect to the Series 2005 Bonds.
B. Covenants for Benefit of 2005 Bond Insurer. The County covenants and
agrees with and for the benefit of the 2005 Bond Insurer with respect to the 2005 Policy
and the 2005 Surety Bond as set forth in Exhibit C hereto
C. 2005 Poliçy and Payment. There shall be printed on the back of each Series
2005 Bond a statement to the effect that payrnent of the principal of and interest thereon is
insured under the 2005 Policy, and the proper officers of the County are hereby authorized
and directed to payor cause to be paid to the 2005 Bond Insurer the premium for the 2005
Policy and 2005 Surety Bond stated in the 2005 Commitrnents upon the delivery of the
2005 Policy and 2005 Surety Bond.
Section 5.04. Bond Registrar and Paying Agent and Agreement Therefor. The
Bank of New York Trust Cornpany, N. A., Jacksonville, Florida (the "Bank"), is hereby
designated Bond Registrar and Paying Agent for the Series 2005 Bonds; provided, that the
Paying Agent for the Series 2005 Bonds may be rernoved 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 Series 2005 Bonds;
further, provided that the 2005 Bond Insurer shall have the right to approve any Paying
Agent for the Series 2005 Bonds. The consent of the 2005 Bond Insurer shall be required
for the rernoval and/or replacement of the Paying Agent. The Chairman and Clerk are
hereby authorized to execute a Paying Agent and Registrar Agreernent between the
County and the Bank in substantially the form attached hereto as Exhibit E.
Section 5.05. Validation. The County elects not to institute validation proceedings
in the Circuit Court for St. Lucie County pursuant to the provisions of Chapter 75, Florida
Statutes, for validation of the Series 2005 Bonds and other matters necessary or incidental
thereto.
Section 5.06. Severability of Invalid Provisions. If anyone or rnore of the
covenants, agreernents or provisions of this resolution should be held to be contrary to any
express provision of law or to be contrary to the 2005 Policy of express law, though not
expressly prohibited, or to be against public 2005 Policy, or should for any reason
whatsoever be held invalid, then such covenants, agreements, or provisions shall be null
and void and shall be deerned separate frorn the remaining covenants, agreements, or
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provisions of, and in no way affect the validity of, all the other provisions of the Original
Resolution or this resolution or of the Series 2005 Bonds.
Section 5.07. Repealing Clause. All resolutions of the County, or parts thereof, in
conflict with the provisions of this resolution are to the extent of such conflict hereby
superseded and repealed.
Section 5.08. Effective Date. This resolution shall becorne effective imrnediately
upon its adoption.
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Passed and Adopted this 17th day of May 2005, at a regular rneeting duly called
and held.
(SEAL)
ST. LUCIE COYNTY, FLORIDA
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Chair, Board of CQunty Commissioners
By:
ATTEST:
APPROVED AS TO FORM AND CORRECTNESS:
County Attorney
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EXHIBIT A
CONDITIONS OF AWARD
The conditions to exercise by the County Administrator of the authority to execute the
2005 Bond Purchase Contract are as follows:
(A) The 2005 Bond Purchase Contract shall be executed on or before July 1, 2005.
(B) The 2005 Bond Purchase Contract shall be executed by and on behalf of the
County by the County Adrninistrator in substantially the form approved by the County
Administrator upon the advice of Bond Counsel and the County Attorney, the execution
of the 2005 Bond 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.
(C) The aggregate principal arnount (without regard to any original issue
discount or prernium) of the Series 2005 Bonds to be sold shall not exceed $13,000,000.
(D) The purchase price for the Series 2005 Bonds shall be equal to not less than
99% of the aggregate principal arnount of the Series 2005 Bonds (without regard to original
issue discount or premium), plus accrued interest from their dated date to their date of
delivery .
(E) The true interest cost rate on the Series 2005 Bonds shall not exceed 5.25%
per annum.
(F) The County shall have received a disclosure statement from the 2005
Underwriter, setting forth the information required by Section 218.385, Florida Statutes, as
amended.
(G) The 2005 Underwriter shall have delivered to the County its good faith
deposit in such form as is acceptable to the County Adrninistrator upon the advice of the
Financial Advisor in an amount equal to not less than one percent (1 %) of the par amount
of the Series 2005 Bonds.
(H) The Series 2005 Bonds shall be subject to redemption at the option of the
County no later than [10 years] from their date, and at a redemption price not greater than
[102%] of the principal amount redeemed.
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A-I
EXHIBIT B
BOND FORM
No.R-
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
ST. LUCIE COUNTY
SALES TAX 2005 REFUNDING AND IMPROVEMENT REVENUE BOND, SERIES 2005
RATE OF INTEREST
MATURITY DATE
DATE OF ISSUE
CUSIP
%
October 1, _
REGISTERED OWNER: Cede & Co.
PRINCIPAL AMOUNT:
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 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, until payment of such
Principal Amount, at the Rate of Interest per annum set forth above, such interest being payable on
October 1, 2005, and semiannually thereafter on April 1 and October 1 of each year, by check or
draft mailed on or before the Interest Payment Date, 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 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.
B-1
{5000/01l00016738.DOCv I}
This Bond is one of a Series of Bonds, authorized to be 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 the cost of (i) 2005 Refunding the County's outstanding
Improvement Revenue Note, Series 2004 (Land Acquisition), dated May 5, 2004, maturing on
June 1, 2005, (ii) paying the cost of the acquisition of certain environmentally sensitive lands
within the County, and (iii) paying certain expenses related to the issuance and sale of the
Bonds, under the authority of and in full compliance with the Constitution and Statutes of the
State of Florida, including particularly Chapter 125, Florida Statutes, Ordinance No. 87-77 of the
County, as amended, and other applicable provisions of law, and Resolution No. 03-163 of the
Board of County Commissioners (the "Board"), adopted on July 15, 2003, as supplemented by
Resolution No. 05-119, on March 22, 2005, and Resolution No. 05-~ adopted on May 17, 2005
(collectively, 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.
This Bond is a special, limited obligation of the County, payable from and secured solely by
a lien upon and pledge of (i) the proceeds of the Local Governmental Hail-Cent Sales Tax
Revenues, when, as and if distributed to the County pursuant to Chapter 218, Part VI, Florida
Statutes, (ii) moneys on deposit in certain funds and accounts established pursuant to the Bond
Resolution, and (iii) certain Investment Earnings (collectively, the "Pledged Revenues"), all as
defined and in the manner provided in and subject to the terms and conditions of the Bond
Resolution. This Bond does not constitute a general obligation or indebtedness of the County as a
"bond" within the meaning of the State Constitution, and it is expressly agreed by the Registered
Owner of this Bond that such Registered Owner shall never have the right to require or compel the
exercise of the ad valorem 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
sinking fund, reserve or other payments provided for in the Bond Resolution. The pledge of and
lien on the Pledged Revenues is on a parity with the lien thereon and pledge thereof in favor of the
County's outstanding Sales Tax 2005 Refunding and Improvement Revenue Bonds, Series 2003,
dated July 15, 2003.
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, the
20042005 Project, or upon any property of or in the County, but shall constitute a lien only on the
Pledged Revenues, in the manner and to the extent provided in the Bond Resolution.
The Bonds are issuable only as fully registered Bonds in the denominations of $5,000 or
integral multiples thereof. This Bond is transferable, and exchangeable for Bonds of other
authorized denominations, at the office of the Bond Registrar, by the Registered Owner or by a
person legally empowered to do so, upon presentation and surrender hereof to the Bond Registrar,
together with a request for exchange or an assigrunent signed by the Registered Owner or by a
person legally empowered to do so, in a form satisfactory to the Bond Registrar, all subject to the
terms, limitations and conditions provided in the Bond Resolution. No charge will be made for
B-2
{5000/0 11000 16738.DOCv I}
transfer or exchange, but the County or the Bond Registrar may require payment of an amount
sufficient to cover any tax or other governmental charge payable in connection therewith. The
County and the Bond Registrar may deem and treat the Registered Owner as the absolute owner of
this Bond for the purpose of receiving payment of or on account of principal or interest and for all
other purposes, and neither the County nor the Bond Registrar shall be affected by any notice to
the contrary.
[Insert Redemption Provisions]
The Bonds maturing on October 1, in the years _ and _ are subject to mandatory
redemption prior to maturity in part by lot on October 1, in each of the years set forth below,
respectively, at a redemption price equal to the principal amount thereof and accrued interest
thereon to the date fixed for redemption, without premium from Amortization Installments
through operation of the Bond Amortization Account as follows:
I
Term Bond I
Amortization
Installments
I
Term Bond I
Amortization
Installments
Year
Year
I
Term Bond I
Amortization
Installments
I
Term Bond I
Amortization
Installments
Year
Year
* Maturity.
Notice of such redemption shall be given in the manner provided in the Bond Resolution.
The County has entered into certain covenants with the Registered Owners of the Bonds
for the terms of which reference is made to the Bond Resolution. In particular, the County has
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.
Reference is made to the Bond Resolution for a more complete description of the
provisions, among others, with respect to the nature and extent of the security for the Bonds, the
rights, duties and obligations of the County, the Registrar and the Registered Owners, and the
terms and conditions upon which the Bonds are issued and secured. The Registered Owner of this
Bond, by acceptance hereof, assents to all of the provisions of the Bond Resolution.
B-3
{5OOO10 1/000 16738.DOCv I}
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 Registrar.
IN WITNESS WHEREOF, St. Lucie County, Florida has issued this Bond and has caused
the same to be executed by its Chair, either manually or with her facsimile signature, and the
corporate seal of the County or a facsimile thereof to be affixed hereto or imprinted or reproduced
hereon and 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
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within-mentioned Bond
Resolution.
B-4
{5000/O1/000 16738. DOCv I}
THE BANK OF NEW YORK TRUST COMPANY, NA,
as Bond Registrar
By
Authorized Signature
Date of Authentication:
B-5
{50001O 1 100016738. DOCv 1)
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 -
as tenants in common
as tenants by the
entireties
as joint tenants with
right of survivorship
and not as tenants in
common
UNIF GIF MIN ACT -
(Cust.)
Custodian for
JT ENT -
(Minor)
under Uniform Gifts to Minors
Act of
(State)
Additional abbreviations may also be used though not in list above.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to
(Please insert Social Security or other Identifying Number of Assignee)
the witlUn 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 an institution
which is a participant in the
Securities Transfer Agent
Medallion Program (STAMP)
or similar program.
(Authorized Officer)
B-6
{5000101100016738.DOCvl}
B-7
{5000/O 1/000 16738. DOCv I}
STATEMENT OF INSURANCE
B-8
{5OOO/0 11000 16738.DOCv I}
EXHIBIT C
BOND INSURER COVENANTS
Part 1. 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 (1) Business Day prior to all Interest Payment Dates the County will
determine whether there will be sufficient funds in the Funds and Accounts to pay the
principal of or interest on the Series 2005 Bonds on such Interest Payment Date. If the
County determines 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 Series 2005 Bonds to which such deficiency is applicable and
whether such Series 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 (1) business day prior to an
Interest Payment Date, the 2005 Bond Insurer will make payments of principal or interest
due on the Series 2005 Bonds on or before the first (1st) 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 the Series 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 Series 2005 Bonds entitled to receive full or partial
interest payments from the 2005 Bond Insurer and (ii) to pay principal upon the Series
2005 Bonds surrendered to the Insurance Trustee by the registered owners of Series 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 Series 2005 Bonds entitled to receive the payment of
principal or interest thereon from the 2005 Bond Insurer (i) as to the fact of such
{5000/0 1/000 16 738.DOCv] I
C-l
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 form 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 Series 2005 Bonds (along with an appropriate instrument of
assignment in form satisfactory to the Insurance Trustee to permit ownership of such Series
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 Series 2005 Bonds for
payment thereon first to the Paying Agent who shall note on such Series 2005 Bonds the
portion of the principal paid by the Paying Agent and then, along with an appropriate
instrument of assignment in form 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 Series 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 from 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 Series 2005 Bonds which have been made by the Paying
Agent and subsequently recovered from 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 Series 2005
Bonds, become subrogated to the rights of the recipients of such payments in accordance
with the terms 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 Series 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 Series 2005 Bonds by the Registered Owners thereof
together with proof of the payment of principal thereof.
{5000/01l00016738.DOCvll
C-2
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:
(1) Cash (insured at all times by the Federal Deposit Insurance Corporation),
(2) 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:
· US treasury obligations
· All direct or fully guaranteed obligations
· Farmers 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 terms do not promise a fixed dollar amount at
maturity or call date).
B. With respect to the Series 2005 Bonds, for all purposes other than defeasance investments in
refunding escrow accounts, Authorized Investments shall mean.
(1) 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:
15000/01/00016738.DOCvll
C-3
-Senior debt obligations issued by the Federal National Mortgage Association
(FNMA) or Federal Home Loan Mortgage Corporation (FHLMC).
-obligations of the Resolution Funding Corporation (REF CORP)
-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-1" by Moody's and "A-1" or "A-1+" 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-1" 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
(A) 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
(B) (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 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.
{5000101l00016738.DOCvl}
C-4
(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:
a) For 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 determine
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 Stearns, or Lehman Brothers.
b) 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 Ill. 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 2005 Surety Bond, are insufficient to pay the amount of principal and
interest coming due, then upon the later of: (i) one (1) day after receipt by the
General Counsel of the 2005 Bond Insurer of a demand for payment in the form
attached to the 2005 Surety Bond as Attachment 1 (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 Series 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 York, New York, sufficient
{5000101l00016738.DOCvl j
C-5
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 2005 Policy, 2005
Surety Bond or other such funding instrument (the "Additional Funding
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
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 be deemed to be a third-party beneficiary hereunder
with the right to enforce any right, remedy, or claim hereunder, (2) shall enjoy and have all rights,
privileges and benefits granted to the Credit Facility Issuer under the provisions of this resolution
and, in addition and (3) shall have the following rights, privileges and benefits:
A. The County shall mail to the 2005 Bond Insurer, attention Surveillance Department,
(1) a copy of its amlUal audit report (2) copies of any notices given to the Registered Owners,
including notices of redemption or defeasance of Series 2005 Bonds, and (3) such additional
information as it shall request.
{5000/01l00016738.DOCv I}
C-6
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 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 and to have access to and to
make copies of all books and records relating to the Series 2005 Bonds at any reasonable time.
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.
{5000/0 11000 16 738.DOCv I }
C-7
I. Notwithstanding any other provIsIon of the Bond Resolution, in determining
whether the rights of the Registered Owner's will be adversely affected by any action taken
pursuant to this resolution, such effect shall be determined as if the 2005 Policy were not in effect.
J. 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.
K. 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 York, New York 10004
Attention: Surveillance Department
{5000/01/00016738.DOCvl}
C-8
{SOOO/O ]/000] 6738.DOCv] }
EXHIBIT 0
FORM OF 2005 BOND PURCHASE CONTRACT
0-1
EXHIBIT E
FORM OF REGISTRAR AND PAYING AGENT AGREEMENT
1500010 1/00016738.DOCvl j
C-l
EXHIBIT F
FORM OF FINANCIAL GUARANTY AGREEMENT
{5000/0 1/000 16738.DOCv1}
F-l
EXHIBIT G
2005 PROJECT
The 2005 Project consists of the acqmS1l1On of property at the St. Lucie County
Fairgrounds pursuant to that certain executory "Contract for Sale and Purchase of Real Property"
between the County and Harbor Branch Oceanographic Institution, Inc.; provided that the Board
shall have the discretion to designate alternate or other uses as the 2005 Project, subject to
receipt of an opinion of Bond Counsel that such alternate or other uses are a permissible use of
the proceeds of the Series 2005 Bonds under the provisions of the Code.
{5000101100016738.DOCv 1 {
F-l
,,'
{50001O 11000 16738.DOCv I{
EXHIBIT H
2005 PRELIMINARY OFFICIAL STATEMENT
(Exhibits Omitted)
F-l