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HomeMy WebLinkAbout01-316 · RESOLUTION NO. 01-~ A RESOLUTION SUPPLEMENTING RESOLUTION NO. 92-167, OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, ADOPTED ON JUNE 11, 1992, AS SUPPLEMENTED; AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF ADDITIONS, IMPROVEMENTS AND EXTENSIONS TO THE COUNTY'S NORTH HUTCHINSON ISLAND WATER AND SEWER SYSTEM AND THE SATISFACTION OF CERTAIN OBLIGATIONS INCURRED IN CONNECTION WITH THE ACQUISTION OF THE SYSTEM; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $1,900,000 NORTH HUTCHINSON ISLAND WATER AND SEWER SYSTEM REVENUE BONDS, SERIES 2001, TO FINANCE THE COST THEREOF; PROVIDING FOR THE PAYMENT OF THE BONDS FROM THE PLEDGED REVENUES; MAKlNG CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AUTHORIZING THE APPROPRlA TE OFFICERS OF THE COUNTY TO PROCEED TO DEVELOP NECESSARY DOCUMENTS TO SELL THE BONDS AT NEGOTIATED SALE; AUTHORIZING THE COUNTY ADMINISTRATOR TO MAKE CERTAIN CERTIFICATIONS ON BEHALF OF THE COUNTY REGARDING THE PRELIMINARY OFFICIAL STATEMENT FOR THE BONDS AND TO DETERMINE THE DATE OF SALE OF, AND THE DETAILS OF, THE BONDS, AND TO EXECUTE A BOND PURCHASE AGREEMENT; PROVIDING FOR THE MAKING OF CONTINUING DISCLOSURE WITH RESPECT TO THE BONDS; AUTHORIZING THE OFFICERS AND OFFICIALS OF THE COUNTY TO EXECUTE AND DELIVER THE BONDS AND SUCH AGREEMENTS AND CERTIFICATES AS ARE NECESSARY AND DESIRABLE IN CONNECTION WITH THE SALE, ISSUANCE AND DELIVERY OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA: ARTICLE I AUTHORITY, DEFINITIONS AND FINDINGS Section 1.01 Authority for this Resolution. This resolution is adopted pursuant to the provisions of Chapter 125, Part I, Florida Statutes, County Ordinance No. 87-77, and other applicable provisions ofJaw (the "Act"), and pursuant to Resolution No. 92-167, duly adopted by the Board of County Commissioners (the "Board") on June II, 1992, as supplemented (the "Original Resolution"), and is supplemental to the Original Resolution. Section 1.02 Definitions. Unless the context otherwise requires, capitalized terms used 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. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Act" means Chapter 125, Part I, Florida Statutes, County Ordinance No. 87-77, and other applicable provisions of law. "Award Certificate" means a certificate ofthe County Administrator executed in connection with the execution of the Purchase Contract and evidencing compliance with the conditions set forth on Exhibit B hereto. "Bond Insurer" has the meaning specified on Exhibit C hereto. "Bond Resolution" means, collectively, the Original Resolution and this Series 2001 Bond Resolution. "Bond Registrar and Paying Agent Agreement" means an agreement between the County and the Paying Agent providing for the authentication of, and payment of the principal of, premium, if any, and interest on, the Series 2001 Bonds, in such form as shall be approved by the Chairman upon the recommendation of the County Administrator with the advice of the County Attorney. "Book-Entry Form" or "Book-Entry Consolidated System" means a form or system, as applicable, under which (i) Series 2001 Bonds are issued to a Depository or to its nominee, as Registered Owner, (ii) Series 2001 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 2001 Bonds. "Cede" means Cede & Co., as nominee for DTC. "Commitment" has the meaning specified on Exhibit C hereto. "Consulting Engineers" with respect to the 2001 Project means LBFH, Inc., Palm City, Florida. "Credit Facility" means, with respect to the Series 2001 Bonds, the Policy. "Credit Facility Issuer" means, with respect to the Series 2001 Bonds, the Bond Insurer. "DTC" means The Depository Trust Company, New York, New York, a securities depository. "Depository" means any securities depository that is operating and maintaining, with its participants or otherwise, a Book-Entry Consolidated System to record ownership of beneficial 2 7972V2/2890Z-00083/R-AUTH PARITY interests in Series 200 I Bonds or debt service on Series 2001 Bonds and to effect transfers of Series 2001 Bonds in Book-Entry Form, including, but not limited to, DTC. "Futures" has the meaning specified in the Original Resolution. "Letter of Representations" means the blanket letter agreement between the County and DTC, dated March 2, 1999, with respect to Bonds issued in book-entry only form. "Original Resolution" means Resolution No. 92-167, duly adopted by the Board on June II, 1992, as amended and supplemented fTom time to time. "Outstanding Parity Bonds" means the County's North Hutchinson Island Water and Sewer System Revenue Refunding Bonds, Series 1997, dated February I, 1997, Outstanding fTom time to time under the provisions of the Original Resolution. "Paying Agent" and "Registrar" has the meaning set forth on Exhibit C hereto. "Policy" means the Financial Guaranty Insurance Policy issued by the Bond Insurer pursuant to the Commitment. "Purchase Contract" means a contract between the County and the Underwriters setting forth the conditions upon which the Series 2001 Bonds will be sold by the County and purchased by the Underwriters and the details of the Series 200 I Bonds, in form and substance acceptable to the Chairman, upon the recommendation of the County Administrator, with the advice of the County Attorney and Bond Counsel. "Series 200 I Bond Resolution" means, collectively, this resolution and all resolutions amendatory hereof or supplemental hereto. "Series 2001 Bonds" mean the County's North Hutchinson Island Water and Sewer System Revenue Bonds, Series 2001, originally issued pursuant to this resolution and the Bond Resolution. "2001 Project" means the acquisition and construction of additions, improvements and extensions to the System, including an air quality control system, a new operations building and renovations to the existing operations building, influent screening, and a reuse pumping facility, together with such additions thereto, modifications thereof, or deletions therefTom as may be approved by the Board fTom time to time, subject to the opinion of Bond Counsel that such additions, modifications, or deletions will not adversely affect the exclusion fTom gross income for federal income tax purposes of interest on the Series 200 I Bonds. "2001 Project Costs" means, but shall not necessarily be limited to: the cost of the acquisition and construction of the 2001 Project; the acquisition of any lands or interests therein or any other properties deemed necessary or convenient therefor; engineering, accounting, and Jegal fees and expenses; expenses for plans, specifications and surveys; expenses for estimates of costs J 7972V2l28902-00083/R-AUTH PARITY and of revenues; the fees of fiscal agents, financial advisors and consultants; administrative expenses; the capitalization of interest on the Series 2001 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 Series 200 I Bonds, including purchase of a Reserve Account Credit Facility; discount upon the sale of the Series 2001 Bonds; the expenses and costs of issuance of the Series 2001 Bonds; the cost of purchasing any Credit Facility with respect to the Series 2001 Bonds; such other expenses as may be necessary or incidental to the financing authorized by this Resolution, to the 2001 Project, and to the placing of the same in operation; and reimbursement to the County for any sums expended for the foregoing purposes. "Underwriters" mean Stifel Nicolaus & Co., Hanifen, Imhoff Division, as the initial purchasers of the Series 2001 Bonds. Section 1.03 Findings. It is hereby ascertained, determined and declared by the Board that: A. It is necessary and desirable and in the best interests of the health, safety, and welfare ofthe County and its inhabitants that the County undertake the 2001 Project. The County is without currently available moneys to pay the 200 I Project Costs, and it is necessary, desirable, and in the best interests of the health, safety, and welfare of the County and its inhabitants that the County borrow the moneys necessary to pay the 2001 Project Costs in order that the 2001 Project may be constructed as expeditiously as possible. B. The Utility and Feasibility Consultant has recommended to the County that it can achieve a positive financial benefit by paying off its remaining obligation to any Futures with a portion of the proceeds of the Series 2001 Bonds. C. The County currently receives the Pledged Revenues, and the Pledged Revenues are not pledged or encumbered to pay any debts or obligations of the County other than the Outstanding Parity Bonds. The County is authorized pursuant to the provisions of the Act and the Bond Resolution to pledge the Pledged Revenues to secure the payment of debt issued to finance the 200 I Project Costs. D. The Pledged Revenues are estimated to be sufficient to pay as the same become due and payable the Debt Service Requirement on the Outstanding Parity Bonds and the Series 2001 Bonds and to make all other payments required to be made by the provisions ofthe Bond Resolution. E. Section 5.01(H) of the Original Resolution provides for the issuance of Additional Parity Bonds under the terms, limitations and conditions provided therein. The County will comply with the terms, limitations and conditions contained in the Original Resolution to the extent required therein and will, therefore, be legally entitled to issue the Series 200 I Bonds as Additional Parity Bonds under the provisions of the Original Resolution. F. After the issuance of the Series 2001 Bonds, the Series 2001 Bonds and the Outstanding Parity Bonds will be on a parity and rank equally as to lien on and source and security 4 7972V2/Z890Z-00083/R-AUTH PARITY for payment fTom the Pledged Revenues, and all of the covenants and provisions of the Original Resolution will apply fully to the Series 2001 Bonds to the same extent as to the Outstanding Parity Bonds. G. The County has received the Commitment fTom the Bond Insurer for issuance ofthe Policy, and it is in the best interests of the County (1) to purchase the Policy in order to reduce the present value of the Debt Service Requirements with respect to the Series 2001 Bonds. H. Based upon the Commitment, the County expects to receive fTom one or more Rating Agencies, at or prior to the issuance of the Series 2001 Bonds, bond ratings in the highest classification. 1. In order to enable the Underwriters 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 Series 200 I Bonds, it is necessary that a preliminary official statement be prepared in connection with the Series 2001 Bonds and that such preliminary official statement be "deemed final" (except for permitted omissions) by the County Administrator. J. It is necessary, desirable, and in the best interest of the health, safety, and welfare of the County and its inhabitants that the Series 2001 Bonds be offered and sold at negotiated sale in order that the County may achieve optimum timing of the sale of the Series 2001 Bonds and maximum benefit fTom pre-marketing of the Series 2001 Bonds and thereby minimize the likelihood of paying a higher interest rate on the Series 2001 Bonds which could result fTom a sale ofthe Series 2001 Bonds through advertisement. K. It is in the best interests of the County to authorize the County Administrator to execute a Purchase Contract for the sale of the Series 2001 Bonds on behalf of the County, subject to certain conditions, in order to enable the timely sale and award of the Series 2001 Bonds. L. It is necessary and desirable in connection with the issuance and delivery ofthe Series 2001 Bonds to the Underwriters (1) to authorize the execution and delivery to the Underwriters, upon payment therefor in accordance with the provisions of the Purchase Contract, of the Series 200 I Bonds in definitive form; (2) to authorize the execution and delivery on behalf of the County of the Bond Registrar and Paying Agent Agreement, in the usual and customary form; (3) to authorize the execution and delivery of a tax compliance certificate, a continuing disclosure undertaking, and such other closing agreements, documents, and certificates as are usual and customary in connection wi th the delivery of Bonds , all upon the recommendation of the County Administrator, with the advice of the County Attorney and Bond Counsel; and (4) to authorize the taking of such further action by the Chairman, County Administrator, Clerk, and others employed by or acting on behalf of the County as is necessary to effect the issuance and delivery of the Series 200 I Bonds and the application of the proceeds thereof to the payment of the 2001 Project Costs and the completion of the 2001 Project. 5 7972V2/28902-00083/R-AUTH PARITY ARTICLE II AUTHORIZATION OF ISSUANCE OF SERIES 2001 BONDS; 2001 PROJECT; DESCRIPTION, DETAILS AND FORM OF SERIES 2001 BONDS Section 2.01 Authorization of 2001 Project. The Board hereby specifically authorizes the 2001 Project. The Board hereby specifically ratifies and affirms all actions previously taken in furtherance of the undertaking of the 2001 Project. Section 2.02 Authorization of Series 2001 Bonds. Subject and pursuant to the provisions ofthis Series 2001 Bond Resolution and the Original Resolution, special, limited obligations of the County, designated "North Hutchinson Island Water and Sewer System Revenue Bonds, Series 2001", shall be offered and sold in an aggregate principal amount not to exceed $1,900,000 (exclusive of original issue discount and/or premium), for the purpose offinancing the 2001 Project Costs and payment of Futures. Section 2.03 Description of Series 2001 Bonds. The Series 200 I Bonds shall be numbered; shall be dated; shall bear interest at the rates, not exceeding the maximum permitted 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 and of Exhibit B hereto, as shall be specified in the Purchase Contract. Section 2.04 Book-Entry System. The Series 2001 Bonds shall be issued in book-entry only form in the name of Cede. The County Administrator is authorized to execute on behalf of the County a Letter of Representations in the form furnished by the DTC, and make such other provision and perform such further acts as are necessary to provide for the issuance of the Series 2001 Bonds in book-entry only form. All payments for the principal of, and interest and redemption premiums, if any, on, the Series 2001 Bonds shall be paid by check, draft or wire transfer by the Paying Agent to Cede, without prior presentation or surrender of any Series 200 I Bonds (except for final payment thereof); and such payment to Cede shall constitute payment thereof pursuant to, and for all purposes, ofthis Resolution. To the extent permitted by the provisions of the Letter of Representations, the County shall issue Series 2001 Bonds directly to beneficial owners of the Series 2001 Bonds other than DTC, or its nominee, in the event that: (a) 2001 Bonds; or DTC determines not to continue to act as securities depository for the Series (b) the County has advised DTC of its determination that DTC is incapable of 6 7972V2!28902+00083/R-AUTH P ARlTY 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 Series 2001 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 beneficial owners of the Series 200 I 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 2001 Bonds in certificated form to the beneficial owners of the Series 2001 Bonds. In the event the County makes the determination noted in I 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 ofthe events described in (a) or (b) above, the County shall mail anotice to DTC for distribution to the beneficial owners of the Series 2001 Bonds stating that DTC will no longer serve as securities depository, the procedures for obtaining such Series 2001 Bonds in certificated form, and the provisions which govern the Series 2001 Bonds including, but not limited to, provisions regarding authorized denominations, provisions for transfer and exchange, provisions for principal and interest payments, and provisions as to other related matters. Section 2.05 Form of Series 2001 Bonds. The text of the Series 2001 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 the Bond Resolution and approved by Bond Counsel and the County Attorney. ARTICLE III APPLICATION OF SERIES 2001 BOND PROCEEDS; Section 3.01 Application of Series 2001 Bond Proceeds. The proceeds, including accrued interest and premium, if any, received fTom the sale of any or all of the Series 2001 Bonds shall be applied by the County in the following manner and order of priority, simultaneously with their delivery to the Underwriters', as follows: A. The accrued interest shall be deposited into the Sinking Fund, created and established by the Original Resolution, and shall be used only for the purpose of paying interest becoming due on the Series 200 I Bonds on the first Interest Payment Date following their issuance. B. Such additional moneys or Reserve Account Credit Facility Coverage as is necessary to make the amount on deposit in the Reserve Account equal to the Reserve Account Requirement 7 7972V2/2890Z-00083/R-AUTH PARITY shall be deposited into the Reserve Account. C. To the extent not paid or reimbursed therefor by the Underwriters, the County shall pay all costs and expenses in connection with the preparation, issuance and sale of the Series 2001 Bonds, including the premium for the Policy. D. The amount necessary to discharge the County's obligation to pay the remaining Futures shall be paid to North Hutchinson Services or its successors. E. The remaining proceeds ofthe Series 2001 Bonds shall be deposited into the "2001 Proj ect Account", hereby created and established in the Proj ect Fund created pursuant to the Original Resolution. Section 3.02 Use of Moneys on Deposit in Project Fund. Moneys deposited into the 200 I Project Account in the Project Fund shall be withdrawn, used and applied by the County solely for the payment of2001 Project Costs and purposes incidental thereto; provided, that moneys on deposit in the 2001 Project Account shall be used first to supplement the other Pledged Revenues to the extent necessary to pay the Debt Service Requirement on Bonds. All expenditures or disbursements fTom the 2001 Project Account to pay 2001 Project Costs shall be made only after such expenditures or disbursements shall have been approved by the County. All funds on deposit in the 2001 Project Account, 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 such 2001 Project Account. All Investment Earnings thereon shall be retained in the 2001 Project Account and used to pay 2001 Project Costs, unless otherwise required by the terms of the tax compliance certificate delivered in connection with any the Series 2001 Bonds. Any moneys remaining in the 2001 Project Account after the completion of the 2001 Project may be used and applied, subject to the opinion of Bond Counsel that such use will not adversely affect the exclusion fTom gross income for federal income tax purposes of interest on the Bonds, (a) to pay the cost of additions, extensions and improvements to the System or (b) for such other purpose related to the System as shall be provided in a resolution of the Board. ARTICLE IV APPLICATION OF PROVISIONS OF ORIGINAL RESOLUTION Section 4.01 Application of Provisions of the Original Resolution. The Series 2001 Bonds shall for all purposes be considered to be Additional Parity Bonds issued under the authority of the Original Resolution and shall be entitled to all the protection and security provided therein for the Outstanding Parity Bonds. The covenants and pledges contained in the Original Resolution shall be applicable to the Series 2001 Bonds herein authorized in like manner as applicable to the 8 7972V2J28902-00083fR-AUTH PARITY Outstanding Parity Bonds. Section 4.02 Remedies. Any Registered Owner of, or any Credit Facility Issuer for, Series 2001 Bonds shall have available the remedies specified in the Original Resolution. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.01 Delegation of Authority to Determine Date of Sale and Details of Series 2001 Bonds and to Execute Purchase Contract; Conditions to Exercise of Authority; Award Certificate. The County Administrator is hereby, subject to the conditions set forth on Exhibit B hereto, authorized and empowered to determine the date of sale, amount, maturity dates, interest rates, dated date, redemption provisions and other details of the Series 2001 Bonds, and to execute the Purchase Contract on behalf of the County and to deliver an executed copy thereof to the Underwriters. This delegation of authority is expressly made subject to the conditions set forth on Exhibit B, the failure of any of which shall render the Purchase Contract voidable at the option of the County. In conjunction with the execution ofthe Purchase Contract, the County Administrator shall execute and file with the Clerk an Award Certificate demonstrating compliance with the conditions set forth on Exhibit B. Section 5.02. Approval of Preliminary Official Statement; Delegation of Authority to Deem Preliminary Official Statement Final. The Board hereby approves the form of Preliminary Official Statement presented to the Board in connection with the consideration of this resolution. The County Administrator, upon the advice ofthe County's Bond Counsel and County Attorney, is hereby authorized to certify or otherwise represent when such Preliminary Official Statement shall be "deemed final" by the County as of its date (except for permitted omissions), in accordance with the Rule. Section 5.03 Continuing Disclosure Certificate. The County will execute and deliver a Continuing Disclosure Certificate satisfying the requirements ofSEC Rule l5c2-l2 at or prior to the time of sale of the Series 2001 Bonds. Section 5.04 Approval of Official Statement; Further Action to Deliver Series 2001 Bonds Authorized. The execution and delivery to the Underwriters, upon payment therefor in accordance with the provisions of the Purchase Contract, ofthe Series 200 I Bonds in definitive form is hereby approved. The execution and delivery on behalf ofthe County of (I ) a Bond Registrar and Paying Agent Agreement, (2) a tax compliance certificate, (3) a continuing disclosure undertaking, and (4) such other closing agreements, documents, and certificates as are usual and customary in connection with the delivery of Series 2001 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, County Attorney, Finance Director, and others employed by or acting on behalf ofthe County, as is necessary to effect 9 7972V2I28902-00083/R-AUTH PARiTY the sale, issuance and delivery ofthe Series 2001 Bonds and the application of the proceeds thereof to the payment of Futures and of2001 Project Costs and the consummation of the 2001 Project is hereby authorized and approved. Section 5.05 Credit Facility Provisions. A. Commitment. The acceptance of the Commitment by the County Administrator is hereby ratified and confirmed. The provisions of the Commitment shall be deemed to be incorporated herein and the County agrees that it will comply with the requirements of the Commitment with respect to the Series 2001 Bonds. B. Policv and Payment. There shall be printed on the back of each Series 200 I Bond a statement to the effect that payment of the principal of and interest thereon is insured by the Bond Insurer under the Policy, and the proper officers of the County are hereby authorized and directed to payor cause to be paid to the Bond Insurer the premium stated in the Commitments upon the delivery of the Policy [and the Surety Bond]. Section 5.06 Severability of Invalid Provisions. If anyone or more of the covenants, agreements or provisions of this Resolution should be held to be contrary to any express provision oflaw or to be contrary to the policy of express law, 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 fTom the remaining covenants, agreements, or provisions of, and in no way affect the validity of, all the other provisions of the Bond Resolution, this Series 2001 Bond Resolution, or the Series 2001 Bonds. Section 5.07 Repealing Clause. All resolutions of the County in conflict with the provisions of this Series 2001 Bond Resolution are, but only to the extent of such conflict, hereby superseded and repealed. Section 5.08 Effective Date. This Resolution shall become effective immediately upon its adoption. 10 7972V2/28902-000831R-AUTH PARITY Passed and Adopted by the Board of County Commissioners of St. Lucie County, Florida, at a regular meeting duly called and held this ISth day of December 2001. (SEAL) 7972V2l28902-00083/R-AUTH PARITY ST. LUCIE COUNTY, FLORIDA By: -Lß Chairman County Atto 11 EXHIBIT A FORM OF SERIES 2001 BOND No.R- $ -------- UNITED STATES OF AMERICA STATE OF FLORIDA ST. LUCIE COUNTY NORTH HUTCHINSON ISLAND WATER AND SEWER SYSTEM REVENUE BOND, SERIES 2001 RATE OF INTEREST MATURITY DATE DATE OF ISSUE CUSJP % October I, 1,2001 REGISTERED OWNER: Cede & Co. PRlNCJP AL 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 fTom 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 , Florida, as Registrar and Paying Agent, and to pay solely fTom such funds, interest thereon fTom the date of this Bond or fTom the most recent Interest Payment Date to which interest has been paid, whichever is appJicable, until payment of such Principal Amount, at the Rate of Interest per annum set forth above, such interest to the maturity or prior redemption hereofbeing payable on April I ,2002, and thereafter on October I and April I 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 Register ofthe County kept by the Registrar; provided, that for any Registered Owner of One Million Dollars ($1 ,000,000) or more in principal amount of Series 2001 Bonds, such payment shall, at the written request of such Registered Owner, be by wire transfer or other medium acceptable to the County and to such Registered Owner. The principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. A-I 7972Y2I289D2-00083/R-AUTH PARITY This Bond is one of an authorized issue of Series 2001 Bonds, originally issued in the aggregate principal amount of$ , oflike date, tenor and effect, except as to number, interest rate, and date of maturity, issued for the purpose of financing the cost of (i) the acquisition and construction of additions, extensions and improvements (the "2001 Project") to the County's North Hutchinson water and sewer system (the "System") (ii) payment of Futures, (iii) funding the Reserve Account, and (iv) paying certain expenses related to the issuance and sale of the Series 2001 Bonds, and a1l purposes incidental thereto, under the authority of and in fu1l compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Part I, Florida Statutes, County Ordinance No. 87-77, and other applicable provisions of law (the "Act"), and Resolution No. 92-167, duly adopted by the Board of County Commissioners (the "Board") on June II, 1992, as supplemented, as supplemented by Resolution No. 01-_, adopted on 2001 (collectively, the "Bond Resolution"), and is subject to a1l the terms and conditions of the Bond Resolution. Capitalized terms used herein sha1l have the meaning specified in the Bond Resolution. The Series 2001 Bonds are limited, special obligations of the County, payable fTom and secured solely by a lien upon and pledge of the Net Revenues to be derived fTom the operation of the System and certain Capital Facilities Charges, all in the manner provided in and subject to the terms and conditions of the Bond Resolution (herein referred to collectively, as the "Pledged Revenues"). The Series 2001 Bonds are secured on a parity as to the Pledged Revenues with the County's North Hutchinson Island Water and Sewer System Revenue Refunding Bonds, Series 1997, dated February I, 1997 (the "Outstanding Parity Bonds"). The Series 2001 Bonds do not constitute a general obligation or indebtedness of the County, and it is expressly agreed by the Registered Owner ofthis 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 ofthe 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. 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 2001 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. The County has entered into certain covenants with the Registered Owners ofthe Series 2001 Bonds 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 fTom and secured by a lien upon and pledge of the Pledged Revenues on a parity with the Series 200 I Bonds and the Outstanding Parity Bonds, upon compliance with certain conditions set forth in the Bond Resolution. The County has also reserved the right to defease the lien of the Series 200 I Bonds upon the Pledged Revenues upon making provision for payment of the Series 2001 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. A-2 7972V2l28902-00083/R-AUTH PARJTY 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 ofFJorida. 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 ofthe issue of Series 2001 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. A·3 7972V2I28902-00083/R-AUTH PARITY IN WITNESS WHEREOF, the 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 said County, 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 oflssue above. ST. LUCIE COUNTY, FLORIDA (SEAL) By: Chairman ATTEST: Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners AÁ 7972V2J28902-00083!R-AUTH PARITY BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the issue described in the within-mentioned Bond Resolution. Bond Registrar By Authorized Signatory Date of Authentication: A-5 7972V2l289Q2·00083/R-AUTH P ARlTY 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 - as tenants in common UNlF GIF MIN ACT - TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right (Cust.) Custodian for of survivorship and not of tenants in common (Minor) Additional abbreviations may also be used although not listed above. A-6 7972V2l28902.00083fR·AUTH PARITY 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: NOTICE: The signature to this Signature guaranteed: 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) A-7 7972V2I28902·00083/R-AUTH PARITY EXHIBIT B CONDITIONS TO EXERCISE AUTHORITY TO EXECUTE PURCHASE CONTRACT A. The Purchase Contract shall be executed on behalf of the County by the County Administrator on or before January 30,2002, and shall be in such form and with such provisions as shall be reasonable and customary for purchase contracts, with the advice of the County Attorney and Bond Counsel. B. The aggregate principal amount ofthe Series 2001 Bonds to be sold shall (exclusive of any original issue discount on the sale of the Series 2001 Bonds) not exceed $1,900,000. C. The purchase price for the Series 200 I Bonds shall be equal to not less than ninety- nine percent (99%) of the aggregate principal amount of the Series 2001 Bonds (without regard to original issue discount, if any), plus accrued interest fTom their dated date to their date of delivery. D. The true interest cost rate on the Series 2001 Bonds shall not exceed six percent (6.00%) per annum. E. The Series 2001 Bonds shall be subject to redemption at the option of the County no later than October I, 2012, and at a redemption price not greater than 102% ofthe principal amount redeemed. F. The Series 2001 Bonds shall mature not later than October I, 2032. G. The underwriters shall have delivered to the County a good faith check in an amount not less than one percent (I %) of the par amount of the Series 2001 Bonds, calculated without reference to original issue discount. B-1 7972V2l28902-00083/R-AUTH PARITY "Bond Insurer" means [to come] "Commitment" means [to come] EXHIBIT C DEFINITIONS "Paying Agent" or "Bond Registrar" means agent and registrar for the Series 200 I Bonds. 7972VV28902-00083/R-AUTH PARJTY c-l , as paymg CC: r\, R QerrCln ~D /tf0; Çl\~ " RESOLUTION NO. 02-57 A RESOLUTION AMENDING RESOLUTION NO. 01-316 ADOPTED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA ON DECEMBER 18, 200 I, AND ENTITLED: "A RESOLUTION SUPPLEMENTING RESOLUTION NO. 92-167, OFTHE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, ADOPTED ON JUNE II, 1992, AS SUPPLEMENTED; AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF ADDITIONS, IMPROVEMENTS AND EXTENSIONS TO THE COUNTY'S NORTH HUTCHINSON ISLAND WATER AND SEWER SYSTEM AND THE SATISFACTION OF CERTAIN OBLIGATIONS INCURRED IN CONNECTION WITH THE ACQUISTION OF THE SYSTEM; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $1,900,000 NORTH HUTCHINSON ISLAND WATER AND SEWER SYSTEM REVENUE BONDS, SERIES 2001, TO FINANCE THE COST THEREOF; PROVIDING FOR THE PAYMENT OF THE BONDS FROM THE PLEDGED REVENUES; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AUTHORIZING THE APPROPRIATE OFFICERS OF THE COUNTY TO PROCEED TO DEVELOP NECESSARY DOCUMENTS TO SELL THE BONDS AT NEGOTIATED SALE; AUTHORIZINGlliE COUNTY ADMINISTRATOR TO MAKE CERT AIN CERTIFICATIONS ON BEHALF OFTHE COUNTY REGARDING THE PRELIMINARY OFFICIAL STATEMENT FOR THE BONDS AND TO DETERMINE THE DATE OF SALE OF, AND THE DETAILS OF, THE BONDS, AND TO EXECUTE A BOND PURCHASE AGREEMENT; PROVIDING FOR THE MAKING OF CONTINUING DISCLOSURE WITH RESPECT TO THE BONDS; AUTHORIZING THE OFFICERS AND OFFICIALS OF THE COUNTY TO EXECUTE AND DELIVER THE BONDS AND SUCH AGREEMENTS AND CERTIFICATES AS ARE NECESSARY AND DESIRABLE IN CONNECTION WITH THE SALE, ISSUANCE AND DELIVERY OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE." TO REDESIGNATE THE BONDS AS SERIES 2002 AND AMEND CERTAIN DEFINITIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Board of County Commissioners (the "Board") of St. Lucie County (the "County") has previously adopted Resolution No. 01-3 l6 (the "Original Resolution") referred to by title in the title above; and WHEREAS, it is necessary and desirable to redesignate the Bonds as "Series 2002" and to amend certain definitions contained in Exhibit C to the Original Resolution based on theicommitment for bond insurance for the Series 2002 Bonds; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, as follows: Section 1. Amendments to Original Resolution. The Original Resolution be and the same hereby is amended in the following respects: A. Section 2.02 of the Original Resolution is amended to read as follows: "Section 2.02 Authorization of Series 2002 Bonds. Subject and pursuant to the provisions of this Series 2002 Bond Resolution and the Original Resolution, special, limited obligations of the County, designated "North Hutchinson Island Water and Sewer System Revenue Bonds, Series 2002", shall be offered and sold in an aggregate principal amount not to exceed $1,900,000 (exclusive of original issue discount and/or premium), for the purpose offtnancing the 2002 Project Costs and payment of Futures." B. All references in the Original Resolution to the year 2001 in connection with the Series designation of the Bonds, the definition of the Resolution or the deftnition of the Project shall be changed to references to the year 2002. C. Exhibit C to the Original Resolution, referring to certain deftnitions, is amended to read as provided in Exhibit C attached hereto. Section 2. Remaining Provisions Unaffected. The remaining provisions of the Original Resolution shall remain in full force and effect. Section 3. Severability. If anyone or more of the provisions of this amending resolution should be held to be contrary to any express provisions oflaw or to be contrary to the policy of express law, though not expressly prohibited, or to be against public policy, or should for any reason whatsoever be held invalid, then such provisions shall be null and void and shall be deemed separate fTom the remaining provisions of, and in no way affect the validity of, all the other provisions of the Original Resolution. Section 4. Effective Date. This Resolution shall become effective immediately upon its adoption. 844 ¡ V 1/28902-000.ll)/R·AMEND DESIG 2 Passed and Adopted this 15th day of January 2002, at a regular meeting duly called and held. '.-" --") /i··_-"I \p'~ f' " . i~ i ~. '::, ~:E'c~.<,,,;,:~1é': ·\.t',t.-·..···, -.! <:c . ':- f:1U\>\1·· ~:.,~.,v' ST. LUCIE COUNTY, FLORIDA By: ~~ (?~_( Chairman, oard of County Commissioners (SEAL) By. Clerk of the Circuit Co Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: DATE ~ ~LL¡)~ J 844 ¡ v !/2890Z.oooU/R·AMEND DESIO EXHIBIT C DEFINITIONS "Bond Insurer" means Ambac Assurance Corporation. The Bond Insurer shall be deemed to be the Credit Facility Issuer with respect to the Series 2002 Bonds. "Commitment" means the Commitment No. 22412, dated December 18, 2001, issued by the Bond Insurer to the County for the Policy. "Paying Agent" or "Bond Registrar" means U. S. Bank, Fort Lauderdale, Florida, as paying agent and registrar for the Series 2002 Bonds. 4 844 ¡ v !/28902..QOOSJ/R-AMEND DESIG