HomeMy WebLinkAbout06-290
RESOLUTION NO. 06-290
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST.
LUCIE COUNTY, FLORIDA, SUPPLEMENTING RESOLUTION NO. 94-196;
PROVIDING FOR THE BORROWING OF $370,000 TO REFUND AMOUNTS
DRAWN UNDER THE BANK OF AMERICA LINE OF CREDIT TO FINANCE
THE COST OF WATER IMPROVEMENTS WITHIN SUNLAND GARDENS
PHASE I MUNICIPAL SERVICES BENEFIT UNIT IN THE COUNTY AS
PREVIOUSLY AUTHORIZED BY THE BOARD; APPROVING THE PROPOSAL
OF SUNTRUST BANK TO MAKE A TERM LOAN TO THE COUNTY IN SUCH
PRINCIPAL AMOUNT; PROVIDING FOR THE ISSUANCE OF A $370,000
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2006A (SUNLAND
GARDENS PHASE I MSBU), AS EVIDENCE OF THE COUNTY'S OBLIGATION
TO REPAY SUCH TERM LOAN; PROVIDING FOR THE EXECUTION AND
DELIVERY OF A LOAN AGREEMENT BETWEEN THE COUNTY AND THE
BANK CONTAINING TERMS AND CONDITIONS RELATING TO SUCH LOAN;
PROVIDING FOR THE PAYMENT OF THE BOND FROM CERTAIN PLEDGED
REVENUES, INCLUDING SPECIAL ASSESSMENTS; AUTHORIZING FURTHER
OFFICIAL ACTION IN CONNECTION WITH THE DELIVERY OF THE BOND
AND THE LOAN AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE
COUNTY, FLORIDA:
Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the
provisions of the Act and Section 5.01(F) of the Master Resolution, and is supplemental to the
Master Resolution.
Section 2. Definitions. The following terms shall have the following meanings when used
in this resolution unless the context clearly requires otherwise. Words importing singular number
shall include the plural number in each case and vice versa, and words importing persons shall
include firms and corporations. Capitalized terms used herein and not otherwise defined shall
have the meaning set forth in the Master Resolution or the Loan Agreement.
"Act" means Chapter 125, Part I, Florida Statutes; County Ordinance No. 87-77, as
amended; and other applicable provisions of law.
"Bank" means SunTrust Bank, West Palm Beach, Florida.
"Board" means the Board of County Commissioners, as the governing body of the County.
EDWIN M. FRY, Jr., CLERK OF THE CIRCUIT COURT
SAINT LUCIE COUNTY
FILE # 2939633 10105/2006 at 01 :03 PM
OR BOOK 2672 PAGE 254 - 284 Doc Type: RESO
RECORDING: $265,00
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"Bond Resolution" means, collectively, the Master Resolution, this resolution and all
resolutions amendatory thereof or hereof and supplemental thereto or hereto.
"Chairman" means the Chairman of the Board, or in the Chairman's absence, the Vice
Chairman.
"Clerk" means the Clerk of the Circuit Court of St. Lucie County, Florida, or, in the Clerk's
absence, any Deputy Clerk.
"County" means St. Lucie County, Florida, a political subdivision of the State of Florida.
"County Administrator" means the County Administrator of the County.
"Loan" means the advance of moneys from the Bank to the County pursuant to the Loan
Agreement.
"Loan Agreement" means the Loan Agreement between the Bank and the County setting
forth the terms and details of the Loan, in substantially the form attached hereto as Exhibit I, with
such modifications and changes thereto as shall be approved by the Chairman, upon the advice of
the County Attorney, such approval to be evidenced by the Chairman's execution thereof.
"Master Resolution" means Resolution No. 94-196, adopted on September 20, 1994, as
amended by Resolution No. 95-183, adopted on September 5, 1995, and as further amended from
time to time.
"Paying Agent" means the Clerk of the Circuit Court of the County.
"Prior Line of Credit" means the principal amount of $3,500,000 made available by Bank of
America, N.A., to the County to finance the engineering and construction of capital projects within
municipal services benefit units and approved by the County pursuant to the provisions of
Resolution No. 01-211, adopted by the Board on September 18, 2001, as amended by Resolution
No. 02-240, adopted on September 24, 2002, and a Loan Agreement, dated as of September 24,
2001, between the County and Bank of America, N. A., as amended and supplemented.
"Prior Loan" means the advance of moneys to the County pursuant to the Prior Line of
Credit for advances made for Sunland Gardens Phase I MSBU Project Costs.
"Proposal" means the proposal submitted to the County by the Bank, dated September II,
2006.
"Sunland Gardens Phase I MSBU" means the MSBU established pursuant to Resolution
No. 02-098, adopted by the Board on April 16, 2002.
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"Sunland Gardens Phase I MSBU Assessment Resolutions" means, collectively, Resolution
No. 04-036, adopted January 6, 2004, and Resolution No. 06-205, adopted August 22, 2006.
"Sunland Gardens Phase I MSBU Assessments" means the special assessments levied
within the Sunland Gardens Phase I MSBU pursuant to the Sunland Gardens Phase I MSBU
Assessment Resolutions.
"Sunland Gardens Phase I MSBU Bond" means the Special Assessment Improvement
Bond, Series 2006A (Sunland Gardens Phase I MSBU), of the County, which shall be in
substantially the form attached to the Loan Agreement as Exhibit A.
"Sunland Gardens Phase I MSBU Project" means the water utility improvements within
the Sunland Gardens Phase I MSBU in order to connect the properties to the regional water utility
system, and all costs incidental thereto as pennitted by the Assessment Act.
"Sunland Gardens Phase I MSBU Project Costs" means all or a portion of the cost of
undertaking the Sunland Gardens Phase I MSBU Project including, but not limited to: construction
costs of the improvements; acquisition of any lands, engineering, legal, accounting, and financial
expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and
surveys; fees of fiscal agents, financial advisors or consultants; administrative expenses,
capitalization of interest for a reasonable period of time after date of issuance and delivery of the
Sunland Gardens Phase I Bond, establishment of reasonable reserves for payment of Debt Service;
discount upon sale; expenses and costs of issuance; reimbursement to the County for any sums
heretofore expended for the foregoing purposes; repayment of the advance made under the Bank
of America line of credit; and such other costs and expenses as may be necessary or incidental to
the financing or refinancing of the Sunland Gardens Phase I MSBU Project.
Section 3. Findings. It is hereby found, declared, and detennined by the Board:
(A) The County has heretofore authorized (1) the creation of the Sunland Gardens
Phase I MSBU; (2) the undertaking of the Sunland Gardens Phase I MSBU Project; and (3) the
levy and collection of the Sunland Gardens Phase I MSBU Assessments to pay the Sunland
Gardens Phase I MSBU Project Costs. The County has outstanding the Prior Loan, the proceeds
of which were used to finance Sunland Gardens Phase I MSBU Project Costs.
(B) The County has completed the Sunland Gardens Phase I MSBU Project and
collected prepayments of Sunland Gardens Phase I MSBU Assessments, and it is necessary to
borrow moneys to be applied together with the prepayments of the Sunland Gardens Phase I
MSBU Assessments to repay the Prior Loan and to pay other Sunland Gardens Phase I MSBU
Project Costs.
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(C) Based upon the advice of the Financial Advisor, it is in the best interests of the
County and the owners of the properties subject to the Sunland Gardens Phase I MSBU
Assessments that the Proposal be accepted.
(D) It is necessary and desirable and in the best interest of the County to authorize
and approve the execution and delivery of the Loan Agreement, the Sunland Gardens Phase I
MSBU Bond, and the taking of all other action in connection with the consummation of the
Loan.
(E) The Board has accepted the Proposal of the Bank to provide the Loan. Because of
the complex nature of the Loan, the Sunland Gardens Phase I MSBU Bond and the Loan
Agreement, the nature of the security for the Loan, and the fact that the Sunland Gardens Phase I
MSBU Bond is not expected to be rated or insured, it is in the best interests of the County to sell the
Sunland Gardens Phase I MSBU Bond to and obtain the Loan from the Bank pursuant to a
negotiated placement and in accordance with the terms of the Proposal.
(F) The obligation of the County to repay the Sunland Gardens Phase I MSBU Bond
in accordance with its terms and to make the payments required under the Loan Agreement is
hereby declared to be and shall be a special, limited obligation of the County, secured solely by
the Sunland Gardens Phase I MSBU Assessments. The obligation of the County to repay the
Sunland Gardens Phase I MSBU Bond in accordance with its terms and to make any other
payments, if any, required under the Sunland Gardens Phase I MSBU Bond or the Loan
Agreement shall not be or constitute a general obligation or indebtedness of the County and
neither the Sunland Gardens Phase I MSBU Bond nor the Loan Agreement shall be or constitute
a "bond" of the County within the meaning of Article VII, Section 12, Florida Constitution
(1968). Neither the Bank nor any successor owner of the Sunland Gardens Phase I MSBU Bond
shall be entitled to compel the levy of ad valorem taxes by the County to pay the principal of
and interest on the Sunland Gardens Phase I MSBU Bond or to make any payments required
under the terms of the Loan Agreement. Furthermore, the obligation of the County to repay the
Sunland Gardens Phase I MSBU Bond in accordance with its terms and to make the payments,
if any, required under the Loan Agreement shall not constitute a lien upon or pledge of an
interest in the Sunland Gardens Phase I MSBU Project or any other property of or in the County,
but shall constitute a lien only upon the Sunland Gardens Phase I Assessments.
Section 4. Authorization of SunIand Gardens Phase I MSBU Bond. Subject and
pursuant to the provisions hereof and in accordance with the provisions of the Loan Agreement
and the Proposal, the issuance by the County of the Special Assessment Improvement Bond, Series
2006A (Sunland Gardens Phase I MSBU), in the principal amount of Three Hundred Seventy
Thousand Dollars ($370,000) to be dated, to bear interest, to be payable, to mature, to be subject to
redemption and to have such other characteristics as provided in the Loan Agreement and the
Proposal, and to be secured solely by the Sunland Gardens Phase I Special Assessments, is hereby
authorized.
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Section 5. Approval of Form of Loan Agreement and Sunland Gardens Phase I MSBU
Bond. The Loan Agreement and the Sunland Gardens Phase I MSBU Bond are hereby
approved, and the Chairman and Clerk are hereby authorized to execute and deliver the Loan
Agreement and the Sunland Gardens Phase I MSBU Bond to the Bank.
Section 6. Authorization of Other Action. The Chairman, the Clerk, the County
Administrator, and the County Attorney are each designated agents of the County in connection
with the execution and delivery of the Loan Agreement and the Sunland Gardens Phase I MSBU
Bond and the repayment of the Prior Loan and are authorized and empowered, collectively or
individually, to take all action and steps to execute and deliver any and all instruments, documents
or contracts on behalf of the County which are necessary or desirable in connection with the
execution and delivery of the Loan Agreement and the Sunland Gardens Phase I MSBU Bond to
the Bank and the repayment of the Prior Loan, including, but not limited to, the making of
modifications to the Loan Agreement and the Sunland Gardens Phase I MSBU Bond to conform
the provisions thereof to the provisions of the Proposal.
Section 7. Application of Proceeds of Loan. The proceeds of the Loan shall be applied
solely to repayment of the Prior Loan and payment of Sunland Gardens Phase I MSBU Project
Costs.
Section 8. Repeal of Inconsistent Provisions. All resolutions or parts thereof in conflict
with this resolution are hereby repealed to the extent of such conflict.
Section 9. Severability. If anyone or more of the covenants, agreements, or provisions of
this resolution should be held contrary to any express provision of law or contrary to the policy of
express law, though not expressly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void
and shall be deemed separate from the remaining covenants, agreements or provisions, and in no
way affect the validity of all other provisions of the Resolution or of the Sunland Gardens Phase I
MSBU Bond or Loan Agreement delivered hereunder.
Section 10. Amendment. This resolution may not be amended or repealed except with the
prior written consent of the Bank.
Section 11. Effective Date. This resolution shall take effect immediately upon its adoption.
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held.
Passed and Adopted this 19th day of September 2006, at a regular meeting duly called and
(SEAL)
A TrEST:
Cl k of the Circuit Court, ex-officio
Clerk of the Board
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"
By:
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EXHIBIT I
FORM OF LOAN AGREEMENT
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TERM LOAN AGREEMENT
between
ST. LUCIE COUNTY, FLORIDA
and
SUN TRUST BANK
Dated September 20, 2006
Relating to
St. Lucie County, Florida
$370,000
Special Assessment Improvement Bond, Series 2006A
(Sunland Gardens Phase I MSBU)
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS... ... ...... ......... ...... ......... .... ........ ...... .... ..... ........ ..... .... .... ..... .... ...... ...... .......... 1
SECTION 2. INTERPRETATION. ....................... ...................................... .......................... .................. 4
SECTION 3. lliE LOAN........................ .............. ......... ......................................................................... 4
SECTION 4. DESCRIPTION OF SUNLAND GARDENS PHASE I MSBU BOND......................... 5
SECTION 5. EXECUTION OF SUNLAND GARDENS PHASE I MSBU BOND ............................ 5
SECTION 6. REGISTRATION AND TRANSFER OF SUNLAND GARDENS PHASE I MSBU
BOND ........................................................................................................................................................ 5
SECTION 7. SUNLAND GARDENS PHASE I MSBU BOND MUTILATED, DESTROYED,
STOLEN OR LOST.. ........... ............. ................. ....... .............................. .................... ............................... 6
SECTION 8. FORM OF SUNLAND GARDENS PHASE I MSBU BOND........................................ 6
SECTION 9. SECURITY FOR SUNLAND GARDENS PHASE I MSBU BOND; SUNLAND
GARDENS PHASE I MSBU BOND NOT DEBT OF lliE COUNTY ................................................ 7
SECTION 10. COVENANTS OF lliE COUNTY ................................................................................ 7
SECTION 11. REPRESENTATIONS AND WARRANTIES............................................................... 8
SECTION 12. CONDITIONS PRECEDENT ........................................................................................ 9
SECTION 13. TAX COMPLIANCE ...................................................................................................... 9
SECTION 14. NOTICES... ..... ........ ......... ............... .................................................... ..................... ........ 9
SECTION 15. EVENTS OF DEF AUL T DEFINED ............................................................................. 10
SECTION 16. REMEDIES.......................... .................................................................... ....................... 11
SECTION 17. NO RECOURSE ............................................................................................................ 11
SECTION 18. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAyS.................... 11
SECTION 19. AMENDMENTS, CHANGES AND MODIFICATIONS.......................................... 11
SECTION 20. BINDING EFFECT........................................................................................................ 11
SECTION 21. SEVERABILITY........... .... ...... ........ ............. ........................................... ................ ........ 11
SECTION 22. EXECUTION IN COUNTERP ARTS........................................................................... 12
SECTION 23. APPLICABLE LA W...................................................................................................... 13
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This TERM LOAN AGREEMENT is made and entered into as of September 20, 2006, by
and between ST. LUCIE COUNTY, FLORIDA (the "County"), and SUNTRUST BANK (the
"Bank").
WITNESSETH:
WHEREAS, the County has previously determined that it is necessary, desirable and in
the best interests of the County and its inhabitants that the County undertake the Sunland
Gardens Phase I MSBU Project hereinafter described, and that the Sunland Gardens Phase I
MSBU Project will serve essential public purposes of the County; and
WHEREAS, the County has previously determined to pay the Sunland Gardens Phase I
MSBU Project Costs with the proceeds of the Prior Loan, and it is necessary that funds be made
available to the County in order to retire the Prior Loan and to provide permanent financing for
the Sunland Gardens Phase I MSBU Project, and
WHEREAS, pursuant to the Proposal, a copy of which is attached hereto as Exhibit B, the
Bank has proposed to lend the County the aggregate principal amount of $370,000 to finance the
Sunland Gardens Phase I MSBU Project Costs; and
WHEREAS, the County has determined that it is in the best interest of the health, safety,
and welfare of the County and the inhabitants thereof that the County pledge the Sunland
Gardens Phase I MSBU Assessments to secure the obligation of the County to repay the principal
of and interest on the Sunland Gardens Phase I MSBU Bond when due; and
WHEREAS, the obligation of the County to repay principal of and interest on the Sunland
Gardens Phase I MSBU Bond will not constitute a general obligation or indebtedness of the
County as a "bond" within the meaning of any provision of the Constitution of the State, but shall
be and is hereby declared to be a special, limited obligation of the County, secured solely by a lien
upon and pledge of the Sunland Gardens Phase I MSBU Assessments in the manner provided
herein. The County is not authorized and cannot be compelled to levy taxes on any property of
or in the County to pay the principal of or interest on the Sunland Gardens Phase I MSBU Bond
or to make any other payments provided for herein. Furthermore, neither the Sunland Gardens
Phase I MSBU Bond nor the interest thereon shall be or constitute a lien upon the Sunland
Gardens Phase I MSBU Project or upon any other property of or in the County;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
set forth and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties do hereby agree as follows:
SECTION 1. DEFINITIONS. The following terms shall have the following meanings
herein, unless the text otherwise expressly requires:
"Act" means Chapter 125, Part I, Florida Statutes; as amended, Ordinance No. 87-77 duly
enacted by the Board, as amended, and other applicable provisions of law.
"Authorized County Representative" means the County Administrator or his delegate.
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"Authorized Investments" means any obligations, deposit certificates, or other evidences
of indebtedness legal for investment pursuant to law, to the extent not inconsistent with the terms
of the investment policy of the County and applicable law.
"Bank" means SunTrust Bank, a Georgia banking corporation, with offices located at 501
South Flagler Drive, 2nd Floor, West Palm Beach, Florida 33401.
"Board" means the Board of County Commissioners of the County, as the governing body
of the County.
"Bond Counsel" means Bryant Miller Olive P. A.
"Business Day" means any day of the year other than a day on which the Bank, or the
County are lawfully closed for business.
"Chairman" means the Chairman of the Board of County Commissioners of the County,
or, in the Chairman's absence, the Vice-Chairman of the Board of County Commissioners, or such
other person as may be duly authorized to act on the Chairman's behalf.
"Clerk" means the Clerk of the Circuit Court for St. Lucie, County, or, in the Clerk's
absence, any Deputy Clerk duly authorized to execute documents or take other action, as the case
may be, on the Clerk's behalf.
"Code" means the Internal Revenue Code of 1986, as amended.
"County" means St. Lucie County, Florida.
"County Administrator" means the County Administrator, as the chief operating officer of
the County.
"Default" means an Event of Default as defined and described in Section 16 hereof.
"Disbursement Date" means September 20, 2006, or such other date on which proceeds of
the Loan are disbursed to the County.
"Fiscal Year" means the period from each October 1 to the succeeding September 30.
"Interest Rate" means the rate per annum set forth in the form of Bond attached hereto as
Exhibit A, subject to adjustment as provided in Schedule I to the Sunland Gardens Phase I MSBU
Bond.
"Loan" means the advance of moneys from the Bank to the County pursuant to the Loan
Agreement.
"Loan Agreement" means this agreement between the Bank and the County setting forth
the terms and details of the Loan.
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"Master Resolution" means Resolution No. 94-196, adopted by the Board on September
20, 1994, as amended by Resolution No. 95-183, adopted on September 5, 1995, and as further
amended from time to time.
"Maturity Date" means the last date on which all remaining, outstanding principal of the
Sunland Gardens Phase I MSBU Bond is due as shown on Exhibit A hereto.
"MSBU" means a Municipal Services Benefit Unit created pursuant to resolution of the
Board adopted from time to time.
"Paying Agent" means the Clerk of the Circuit Court of the County.
"Payment Date" means the dates on which interest on the Sunland Gardens Phase I MSBU
Bond is payable, as shown on Exhibit A, hereto.
"Person" or words importing persons, means firms, associations, partnerships (including
without limitation, general and limited partnerships), joint ventures, societies, estates, trusts,
corporations, public or governmental bodies, other legal entities, and natural persons.
"Prepayment Date" means any date of prepayment of the principal of the Loan by the
County, whether in whole or in part.
"Principal Amount" means Three Hundred Seventy Thousand Dollars ($370,000).
"Prior Line of Credit" means the principal amount of $5,000,000 made available by Bank
of America, N.A., to the County to finance the engineering and construction of capital projects
within municipal services benefit units and approved by the County pursuant to the provisions of
Resolution No. 01-211, adopted by the Board on September 18, 2001, as amended by Resolution
No. 02-240, adopted on September 24, 2002, and a Loan Agreement, dated as of September 24,
2001, between the County and Bank of America, N. A., as amended and supplemented.
"Prior Loan" means the advance of moneys to the County pursuant to the Prior Line of
Credit for advances made for Sunland Gardens Phase I MSBU Project Costs.
"Proposal" means the proposal submitted to the County by the Bank, dated September 11,
2006.
"Register" means the books maintained by the Registrar in which are recorded the name
and address of the Registered Owner of the Sunland Gardens Phase I MSBU Bond.
"Registered Owner" means the person in whose name the ownership of the Sunland
Gardens Phase I MSBU Bond is registered on the books maintained by the Registrar. The
Registered Owner shall be the Bank.
"Registrar" means the Person maintaining the Register. The Registrar shall initially be the
Clerk.
"Regulations" means the Income Tax Regulations promulgated by the Internal Revenue
Service under Sections 103 and 141 through 150 of the Code.
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"Resolution" means, collectively, the Master Resolution and Resolution No. 06-----'
adopted by the Board on September 12, 2006, and all resolutions amendatory thereof and
supplemental thereto.
"State" means the State of Florida.
"Sunland Gardens Phase I MSBU" means the MSBU established pursuant to Resolution
No. 02-098, adopted by the Board on April 16, 2002.
"Sunland Gardens Phase I MSBU Assessment Resolutions" means, collectively,
Resolution No. 04-036, adopted January 6, 2004, and Resolution No. 06-205, adopted August 22,
2006.
"Sunland Gardens Phase I MSBU Assessments" means the special assessments levied
within the Sunland Gardens Phase I MSBU pursuant to the Sunland Gardens Phase I MSBU
Assessment Resolutions.
"Sunland Gardens Phase I MSBU Bond" means the Special Assessment Improvement
Bond, Series 2006A (Sunland Gardens Phase I MSBU), of the County, which shall be in
substantially the form attached hereto as Exhibit A.
"Sunland Gardens Phase I MSBU Project" means the water utility improvements within
the Sunland Gardens Phase I MSBU in order to connect the properties to the regional water utility
system, and all costs incidental thereto as permitted by the Assessment Act.
"Sunland Gardens Phase I MSBU Project Costs" means all or a portion of the cost of
undertaking the Sunland Gardens Phase I MSBU Project including, but not limited to:
construction costs of the improvements; acquisition of any lands, engineering, legal, accounting,
and financial expenses; expenses for estimates of costs and of revenues; expenses for plans,
specifications and surveys; fees of fiscal agents, financial advisors or consultants; administrative
expenses, capitalization of interest for a reasonable period of time after date of issuance and
delivery of the Sunland Gardens Phase I Bond, establishment of reasonable reserves for payment
of Debt Service; discount upon sale; expenses and costs of issuance; reimbursement to the County
for any sums heretofore expended for the foregoing purposes; repayment of the advance made
under the Bank of America line of credit; and such other costs and expenses as may be necessary
or incidental to the financing or refinancing of the Sunland Gardens Phase I MSBU Project.
SECTION 2. INTERPRETATION. Unless the context clearly requires otherwise, words of
masculine gender shall be construed to include correlative words of the feminine and neuter
genders and vice versa, and words of the singular number shall be construed to include
correlative words of the plural number and vice versa. This Loan Agreement and all the terms
and provisions hereof (a) have been negotiated between the County and the Bank; (b) shall not be
construed strictly in favor of or against either party hereto; and (c) shall be construed to effectuate
the purpose set forth herein and to sustain the validity hereof.
SECTION 3. THE LOAN.
A. -beiffi. The Bank hereby makes and the County hereby accepts the Loan, upon the
terms and conditions set forth herein.
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B. Disbursement of Proceeds. Proceeds of the Loan shall be made available by the
Bank to the County by deposit of the principal amount thereof to or for the order of the County
by 12:00 p.m. on the Disbursement Date in immediately available funds.
SECTION 4. DESCRIPTION OF SUNLAND GARDENS PHASE I MSBU BOND. The
obligation of the County to repay the Loan shall be evidenced by the Sunland Gardens Phase I
MSBU Bond. The Sunland Gardens Phase I MSBU Bond shall be dated as of the Disbursement
Date; shall mature as set forth therein; shall be in registered form; and shall bear interest from its
date until payment of the principal amount thereof, at the Interest Rate. Interest shall be payable
as set forth on Exhibit A, calculated on the basis of a 360-day year consisting of twelve 30-day
months, from its date as to principal at the Interest Rate shown on Exhibit A hereto. The Sunland
Gardens Phase I MSBU Bond may be prepaid in whole or in part prior to maturity without
penalty.
SECTION 5. EXECUTION OF SUNLAND GARDENS PHASE I MSBU BOND. The
Sunland Gardens Phase I MSBU Bond shall be executed in the name of the County by the
Chairman and attested by the Clerk, and its corporate seal or a facsimile thereof shall be affixed
thereto or reproduced thereon. The Sunland Gardens Phase I MSBU Bond may be signed and
sealed on behalf of the County by any person who at the actual time of the execution of such
Sunland Gardens Phase I MSBU Bond shall hold the appropriate office in the County, although at
the date thereof the person may not have been so authorized. The Sunland Gardens Phase I
MSBU Bond may be executed by the facsimile signatures of the Chairman and/or Clerk, provided
that at least one of the foregoing signatures must be a manual signature.
SECTION 6. REGISTRATION AND TRANSFER OF SUNLAND GARDENS PHASE I
MSBU BOND. The Sunland Gardens Phase I MSBU Bond shall be and shall have all the qualities
and incidents of a negotiable instrument under the Uniform Commercial Code-Investment
Securities Laws of the State of Florida, and each Registered Owner, in accepting the Sunland
Gardens Phase I MSBU Bond, shall be conclusively deemed to have agreed that such Sunland
Gardens Phase I MSBU Bond shall be and have all of the qualities and incidents of negotiable
instruments thereunder.
There shall be a Registrar who shall be responsible for maintaining the Register. The
person in whose name ownership of the Sunland Gardens Phase I MSBU Bond is shown on the
Register shall be deemed the Registered Owner thereof by the County and the Registrar, who
may treat the Registered Owner as the absolute owner of the Sunland Gardens Phase I MSBU
Bond for all purposes, whether or not the Sunland Gardens Phase I MSBU Bond shall be overdue,
and any notice to the contrary shall not be binding upon the County or the Registrar.
Ownership of the Sunland Gardens Phase I MSBU Bond may be transferred only upon
the Register. Upon surrender to the Registrar for transfer or exchange of the Sunland Gardens
Phase I MSBU Bond accompanied by an assignment or written authorization for exchange,
whichever is applicable, duly executed by the Registered Owner or its attorney duly authorized
in writing, the Registrar shall deliver in the name of the Registered Owner or the transferee or
transferees, as the case may be, a new fully registered Sunland Gardens Phase I MSBU Bond of
the same amount, maturity and interest rate as the Sunland Gardens Phase I MSBU Bond
surrendered.
The Sunland Gardens Phase I MSBU Bond presented for transfer, exchange, redemption
or payment (if so required by the County or the Registrar) shall be accompanied by a written
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instrument or instruments of transfer or authorization for exchange, in form and with guaranty of
signature satisfactory to the County or the Registrar, duly executed by the Registered Owner or
by his duly authorized attorney.
The County and the Registrar may charge the Registered Owner a sum sufficient to
reimburse them for any expenses incurred in making any exchange or transfer after the first such
exchange or transfer following the delivery of such Sunland Gardens Phase I MSBU Bond. The
Registrar or the County may also require payment from the Registered Owner or his transferee,
as the case may be, of a sum sufficient to cover any tax, fee or other governmental charge that
may be imposed in relation thereto. Such charges and expenses shall be paid before any such
new Sunland Gardens Phase I MSBU Bond shall be delivered.
The new Sunland Gardens Phase I MSBU Bond delivered upon any transfer or exchange
shall be a valid obligation of the County, evidencing the same debt as the Sunland Gardens Phase
I MSBU Bond surrendered, shall be secured under this Loan Agreement, and shall be entitled to
all of the security and benefits hereof to the same extent as the Sunland Gardens Phase I MSBU
Bond surrendered.
Whenever the Sunland Gardens Phase I MSBU Bond shall be delivered to the Registrar
for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or
exchange, such Sunland Gardens Phase I MSBU Bond shall be cancelled and destroyed by the
Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be
furnished to the County.
SECTION 7. SUNLAND GARDENS PHASE I MSBU BOND MUTILATED, DESTROYED,
STOLEN OR LOST. In case the Sunland Gardens Phase I MSBU Bond shall be mutilated, or be
destroyed, stolen or lost, upon the Registered Owner furnishing the Registrar satisfactory
indemnity and complying with such other reasonable regulations and conditions as the County
may prescribe and paying such expenses as the County may incur, the Registrar shall issue and
deliver a new Sunland Gardens Phase I MSBU Bond of like tenor as the Sunland Gardens Phase I
MSBU Bond so mutilated, destroyed, stolen or lost, in lieu of or substitution for the Sunland
Gardens Phase I MSBU Bond, if any, destroyed, stolen or lost, or in exchange and substitution for
such mutilated Sunland Gardens Phase I MSBU Bond, upon surrender of such mutilated Sunland
Gardens Phase I MSBU Bond, if any, to the Registrar and the cancellation thereof; provided
however, if the Sunland Gardens Phase I MSBU Bond shall have matured or be about to mature,
instead of issuing a substitute Sunland Gardens Phase I MSBU Bond, the County may pay the
same, upon being indemnified as aforesaid, and if such Sunland Gardens Phase I MSBU Bond be
lost, stolen or destroyed, without surrender thereof. Any Sunland Gardens Phase I MSBU Bond
surrendered under the terms of this Section 7 shall be cancelled by the Registrar.
Any such new Sunland Gardens Phase I MSBU Bond issued pursuant to this section shall
constitute an original, additional contractual obligation on the part of the County whether or not,
as to the new Sunland Gardens Phase I MSBU Bond, the lost, stolen or destroyed Sunland
Gardens Phase I MSBU Bond be at any time found by anyone, and such new Sunland Gardens
Phase I MSBU Bond shall be entitled to equal and proportionate benefits and rights as to security
for payment to the same extent as the Sunland Gardens Phase I MSBU Bond originally issued
hereunder.
SECTION 8. FORM OF SUNLAND GARDENS PHASE I MSBU BOND. The Sunland
Gardens Phase I MSBU Bond shall be in substantially the form of Exhibit A hereto, with such
6
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variations, omissions and insertions as may be necessary, desirable and authorized or permitted
by this Loan Agreement.
SECTION 9. SECURITY FOR SUNLAND GARDENS PHASE I MSBU BOND; SUNLAND
GARDENS PHASE I MSBU BOND NOT DEBT OF THE COUNTY. The payment of the principal
of and interest on the Sunland Gardens Phase I MSBU Bond shall be secured forthwith solely by
the Sunland Gardens Phase I MSBU Special Assessments. The principal of and interest on the
Sunland Gardens Phase I MSBU Bond shall not constitute a general obligation or indebtedness of
the County, and the Registered Owner shall never have the right to or compel the levy of taxes
upon any property of or in the County for the payment of the principal of and interest on the
Sunland Gardens Phase I MSBU Bond. The Sunland Gardens Phase I MSBU Bond shall not be
secured by, nor constitute, a lien upon the Sunland Gardens Phase I MSBU Project or upon any
money if or in the County, but shall be secured solely by the Sunland Gardens Phase I MSBU
Special Assessments in the manner provided herein.
SECTION 10. COVENANTS OF THE COUNTY. Until the principal of and interest on the
Sunland Gardens Phase I MSBU Bond shall have been paid in full or until (a) there shall have
been set apart in the Sinking Fund a sum sufficient to pay when due the entire principal of and
interest accrued and to accrue on the Sunland Gardens Phase I MSBU Bond to the Maturity Date,
or (b) provision for payment of the Sunland Gardens Phase I MSBU Bond shall have been made
in accordance with the provisions of this Loan Agreement, the County covenants with the
Registered Owner of the Sunland Gardens Phase I MSBU Bond as follows:
A. Collcction of Asscssmcnts. The County will levy the Sunland Gardens Phase I
MSBU Assessments in amounts sufficient to pay the principal and interest on the Sunland
Gardens Phase I MSBU Bond in each year; will collect the Sunland Gardens Phase I MSBU
Assessments in the manner specified in Section 197.3632, Florida Statutes; and will apply and
deposit the proceeds of the Sunland Gardens Phase I MSBU Assessments into the "Sunland
Gardens Phase I MSBU Bond Sinking Fund", hereby created and established (the "Sinking
Fund"), and a Reserve Account therein. The County will maintain the Sinking Fund as a
separate, special fund on the books and records of the County, and will continuously secure the
moneys on deposit therein in the manner required for deposits of public funds.
B. Rcscrvc .^.ccount. The County will maintain a Reserve Account in the amount
equal to the maximum principal and interest corning due on the Sunland Gardens Phase I MSBU
Bond in any future calendar year, such moneys to be used to pay principal of and interest on the
Bond if, at any time the amount on deposit in the Sinking Fund is insufficient to pay the debt
service on the Bond.
C. Paymcnts. The County will punctually pay from the Sinking Fund all principal of
and interest on the Sunland Gardens Phase I MSBU Bond when due by wire transfer or other
medium acceptable to the County and the Bank.
D. Financial Statements. Not later than the earlier of 210 days following the end of
each fiscal year or 45 days after it is prepared, the County will provide the Bank a copy of the
Comprehensive Annual Financial Report of the County and such other information regarding the
levy and collection of the Sunland Gardens Phase I MSBU Assessments as the Bank may
reasonably request in writing.
7
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E. Annual Budget and Other Information. The County will prepare its annual
budget in accordance with the Act, and will provide to the Bank (i) a copy of its final annual
budget for each fiscal year within 30 days of adoption thereof by the Board and (ii) such other
public information as the Bank may reasonably request.
F. Tax Compliance. The County will take all actions necessary to maintain the
exclusion from gross income for purposes of the Code of interest on the Bond to the same extent
as on the date of issuance of the Sunland Gardens Phase I MSBU Bond. The Sunland Gardens
Phase I MSBU Bond is not a "qualified tax-exempt obligation" within the meaning of Section
265(b)(3) of the Code.
G. Other Covenants. The County shall comply with such additional covenants as
may be required by the Bank pursuant to its Proposal and specified in Exhibit B attached hereto.
SECTION 11. REPRESENTATIONS AND WARRANTIES. The County represents and
warrants to the Bank that:
A. Organization. The County is a political subdivision, duly organized and existing
under the laws of the State of Florida.
B. Authorization of Loan Agreement and Related Documents. The County has the
power and has taken all necessary action to authorize the execution and delivery of and the
performance by the County of its obligations under, this Loan Agreement and the Sunland
Gardens Phase I MSBU Bond in accordance with their respective terms. This Loan Agreement
and the Sunland Gardens Phase I MSBU Bond have been duly executed and delivered by the
County and are valid and binding obligations of the County, enforceable against the County in
accordance with their respective terms, except to the extent that such enforcement may be limited
by laws regarding bankruptcy, insolvency, reorganization or moratorium applicable to the
County or by general principles of equity regarding the availability of specific performance.
C. Sunbnd Cardens Phase I MSBU Special Assessments. The County has duly
adopted the Sunland Gardens Phase I MSBU Assessment Resolutions and complied with all
requirements of applicable law in connection with the levy of the Sunland Gardens Phase I MSBU
Assessments. The principal amount of the Sunland Gardens Phase I MSBU Bond does not exceed
twenty percent (20%) of the aggregate assessed value of the parcels subject to the Sunland
Gardens Phase I MSBU Assessments, there are not less than ten (10) individual parcels subject to
the Sunland Gardens Phase I MSBU Assessments, and no individual owner of record of parcels
subject to the Sunland Gardens Phase I MSBU Assessments owns parcels with a combined
assessed value greater than forty percent (40%) of the aggregate assessed value of all parcels
subject to the Sunland Gardens Phase I MSBU Assessments.
D. Financial Statements. The financial statements of the County for the Fiscal Year
ended September 30, 2005, previously provided to the Bank have been prepared in accordance
with generally accepted accounting principles and present fairly the financial condition of the
County as of such date and the results of its operations for the period then ended. Since such
date, there has been no material adverse change in the financial condition, revenues (including,
without limitation, the Non Ad Valorem Revenues), properties or operations of the County.
8
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SECTION 12. CONDITIONS PRECEDENT. The obligation of the Bank to make the Loan
is subject to the satisfaction of each of the following conditions precedent on or before the
Disbursement Date:
A. ¡\ction. The Bank shall have received a copy of the Resolution certified as
complete and correct as of the closing date, together with an executed Loan Agreement, the
executed Sunland Gardens Phase I MSBU Bond, and the customary closing certificates.
B. Incumbency of Officers. The Bank shall have received an incumbency certificate
of the County in respect of each of the officers who is authorized to sign this Loan Agreement and
the related financing documents on behalf of the County.
C. Opinion of Counsel to the County. The Bank shall have received a written
opinion of counsel to the County addressing matters relating to (1) the corporate existence of the
County; (2) the due adoption of the Resolution; (3) the due authorization and execution of this
Loan Agreement and the Sunland Gardens Phase I MSBU Bond and the related financing
documents; and (4) the absence of litigation against the County relating to its existence or powers,
or the proceedings for the authorization and issuance of the Sunland Gardens Phase I MSBU
Bond, in form and substance satisfactory to the Bank.
D. Opinion of Bond Counsel. The Bank shall have received an approving opinion of
Bond Counselor, alternatively, a letter from Bond Counsel authorizing the Bank to rely on the
approving opinion of Bond Counsel delivered to the County in respect to the Sunland Gardens
Phase I MSBU Bond to the same extent as if such opinion were addressed to the Bank.
E. Representations ;md VVarrantics; No Default. The representations and warranties
made by the County herein shall be true and correct in all material respects on and as of the
Disbursement Date, as if made on and as of such date; no Default shall have occurred and be
continuing as of the Disbursement Date or will result from the consummation of the Loan; and
the Bank shall have received a certificate from the County to the foregoing effect.
F. Other Documents. The Bank shall have received such other documents,
certificates and opinions as the Bank or its counsel shall have reasonably requested.
SECTION 13. TAX COMPLIANCE. Neither the County, nor any third party over whom
the County has control, will make any use of the proceeds of the Sunland Gardens Phase I MSBU
Bond at any time during the term hereof which would cause the Sunland Gardens Phase I MSBU
Bond to be a "private activity bond" within the meaning of Section 103(b)(1) of the Code or an
"arbitrage bond" within the meaning of Section 103(b)(2) of the Code. The County covenants
throughout the term of the Sunland Gardens Phase I MSBU Bond, to comply with the
requirements of the Code and the Regulations, as amended from time to time.
SECTION 14. NOTICES. All notices, certificates or other communications hereunder
shall be sufficiently given and shall be deemed given when hand delivered, delivered by
telecopier, mailed by registered or certified mail, postage prepaid, or delivered by courier service
to the parties at the following addresses:
9
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County:
Copy to:
Bank:
St. Lucie County, Florida
2300 Virginia A venue
Fort Pierce, Florida 34982-5652
Attention: County Administrator
St. Lucie County, Florida
2300 Virginia A venue
Fort Piece, Florida 34982-5652
Attention: County Attorney
SunTrust Bank
Institutional and Governmental Banking
501 South Flagler Drive, 2nd Floor
West Palm Beach, Florida 33401
Attention: John Winn, First Vice President
PH: 561/835-2677 and FX: 561/835-2640
Any of the above parties may, by notice in writing given to the others, designate any further or
different addresses to which subsequent notices, certificates or other communications shall be
sent. Communication via telecopier shall be confirmed by delivery by hand, mail, or courier, as
specified above, of an original promptly after such communication by telecopier.
SECTION 15. EVENTS OF DEFAULT DEFINED. The following shall be "Events of
Default under this Loan Agreement, and the terms "Default" and "Events of Default" shall mean
(except where the context clearly indicates otherwise), anyone or more of the following events:
A. failure by the County to make any payment of principal of or interest on the Bond
within three (3) days of the applicable Payment Date or the Maturity Date.
B. failure by the County to observe and perform any other covenant, condition or
agreement on its part to be observed or performed under this Loan Agreement for a period of
fifteen (15) days after written notice of such failure shall have been delivered to the County by the
Bank, unless the Bank shall agree in writing to an extension of such time prior to its expiration;
C. the making of any warranty, representation or other statement by the County or
by an officer or agent of the County in this Loan Agreement or in any instrument furnished in
compliance with or in reference to this Loan Agreement which is false or misleading in any
material adverse respect;
D. the filing of a petition against the County under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect, if an order for relief is entered under such petition or such
petition is not dismissed within sixty (60) days of such filing;
E. the filing by the County of a voluntary petition in bankruptcy or seeking relief
under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or
the consent by the County to the filing of any petition against it under such law; or
{5000105/00073434DOCv3 }
10
F. the admission by the County of its insolvency or bankruptcy or its inability to pay
its debts as they become due or that it is generally not paying its debts as such debts become due,
or the County's becoming insolvent or bankrupt or making an assignment for the benefit of
creditors, or the appointment by court order of a custodian (including without limitation a
receiver, liquidator or trustee) of the County or any of its property taking possession thereof and
such order remaining in effect or such possession continuing for more than sixty (60) days.
SECTION 16. REMEDIES. The Registered Owner may sue to protect and enforce any and
all rights, including the right to specific performance, existing under the laws of the State of
Florida or of the United States of America, or granted and contained in this Loan Agreement, and
to enforce and compel the performance of all duties required by this Loan Agreement or by any
applicable laws to be performed by the County, the Board or by any officer thereof, and may take
all steps to enforce this Loan Agreement to the full extent permitted or authorized by the laws of
the State of Florida or the United States of America, including acceleration of all amounts
outstanding under this Loan Agreement or the Sunland Gardens Phase I MSBU Bond.
THE COUNTY AND THE REGISTERED OWNER OF THE SUNLAND GARDENS
PHASE I MSBU BOND EACH WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THE
SUNLAND GARDENS PHASE I MSBU BOND OR ARISING OUT OF, OR IN
CONJUNCTION WITH, THE SUNLAND GARDENS PHASE I MSBU BOND OR THIS
LOAN AGREEMENT.
SECTION 17. NO RECOURSE. No recourse shall be had for the payment of the principal
of and interest on the Sunland Gardens Phase I MSBU Bond or for any claim based on the
Sunland Gardens Phase I MSBU Bond or on this Loan Agreement, against any present or former
member or officer of the Board or any person executing the Sunland Gardens Phase I MSBU
Bond.
SECTION 18. PAYMENTS DUE ON SA TURDA YS, SUNDAYS AND HOLIDAYS. In any
case where the date for making any payment or the last date for performance of any act or the
exercise of any right, as provided in this Loan Agreement, shall be other than a Business Day,
then such payment or performance shall be made on the succeeding Business Day with the same
force and effect as if done on the nominal date provided in this Loan Agreement, provided that
interest on any monetary obligation hereunder shall accrue at the applicable rate to and including
the date of such payment.
SECTION 19. AMENDMENTS, CHANGES AND MODIFICATIONS. This Loan
Agreement may be amended only in writing signed by both parties hereto.
SECTION 20. BINDING EFFECT. To the extent provided herein, this Loan Agreement
shall be binding upon the County and the Bank and shall inure to the benefit of the County and
the Bank and their respective successors and assigns.
SECTION 21. SEVERABILITY. In the event any court of competent jurisdiction shall hold
any provision of this Loan Agreement invalid or unenforceable, such holding shall not invalidate
or render unenforceable any other provision hereof.
11
{5000/05/00073434.DOCv3 }
SECTION 22. EXECUTION IN COUNTERPARTS. This Loan Agreement may be
simultaneously executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
12
{5000/05/00073434.DOCv3 }
SECTION 23. APPLICABLE LAW. This Loan Agreement shall be governed by and
construed in accordance with the laws of the State.
IN WITNESS WHEREOF, the parties hereto have duly executed this Loan Agreement as
of the date first above written.
ST. LUCIE COUNTY, FLORIDA
(SEAL)
By:
Chair, Board of County
Commissioners
A TIEST:
By:
Clerk of the Circuit Court, ex-officio
Clerk of the Board of County Commissioners
County Attorney
13
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14
SUNTRUST BANK
By:
Title:
EXHIBIT A
FORM OF BOND
No. R-1
$370,000
ST. LUCIE COUNTY, FLORIDA
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2006A
(SUNLAND GARDENS PHASE I MSBU)
R.^.TE OF INTEREST
MATURITY DATE
DATE OF ISSUE
%
December 1, 2019
September 20, 2006
REGISTERED OWNER:
SunTrust Bank
PRINCIPAL AMOUNT: Three Hundred Seventy Thousand Dollars
KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida (the "County"),
for value received, hereby promises to pay to the Registered Owner designated above, or
registered assigns, solely from the special funds hereinafter mentioned, on December 1 of each
year, to and including the Maturity Date specified above, the installments of the above Principal
Amount as shown on Schedule 2 attached hereto and forming a part hereof (the "Schedule"), and
to pay solely from such funds interest thereon from the date of this Bond or from the most recent
date to which interest has been paid, whichever is applicable, until payment of such Principal
Amount, interest at the Rate of Interest shown above, subject to adjustment as set forth in
Schedule I attached hereto, such interest being payable semi-annually on each June 1 and
December 1 (an "Interest Payment Date") commencing June 1, 2007, with all unpaid interest
being due on the Maturity Date, by wire transfer in accordance with written instructions
delivered by the Registered Owner to the County or by such other medium acceptable to the
County and to such Registered Owner. The principal of, premium, if any, and interest on this
Bond are payable in lawful money of the United States of America. Interest due hereon shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
This Bond is issued to refinance the Prior Line of Credit, which financed the costs of the
acquisition and construction of the Sunland Gardens Phase I MSBU Project, under the authority
of and in full compliance with the Constitution and Statutes of the State of Florida, including
particularly Chapter 125, Part I, Florida Statutes, Ordinance No. 87-77 of St. Lucie County,
Florida, as amended, and other applicable provisions of law, and Resolution 94-196, duly adopted
by the Board of County Commissioners (the "Board") on September 20, 1994, as amended and
supplemented, particularly as supplemented by Resolution No. 06-290, adopted on September 19,
2006 (collectively, the "Resolution"), and pursuant to a Loan Agreement between the County and
SunTrust Bank, dated September 20, 2006 (the "Loan Agreement"), to which reference should be
made to ascertain those terms and conditions.
A-I
{5000/05/00073434.DOCv3 }
·
This Bond is payable from and secured solely by a lien upon and pledge of the Sunland
Gardens Phase I Special Assessments (the "Pledged Revenues") all in the manner provided in,
and subject to the terms and conditions of the Resolution and the Loan Agreement.
The principal of and interest on this Bond do not constitute a general obligation or
indebtedness of the County, and the Registered Owner shall never have the right to require or
compel the levy of taxes on any property of or in the County for the payment of the principal of
and interest on this Bond. The principal of and interest on this Bond are not secured by a lien
upon the Sunland Gardens Phase I MSBU Project, or upon any property of or in the County, but
are secured solely by the Pledged Revenues in the manner provided herein and in the Loan
Agreement. Reference is made to the Loan Agreement for the provisions relating to the security
for payment of this Bond and the duties and obligations of the County hereunder.
The Registered Owner may sue to protect and enforce any and all rights, including the
right to specific performance, existing under the laws of the State of Florida, of the United States
of America, or granted and contained in the Loan Agreement, and to enforce and compel the
performance of all duties required by the Loan Agreement or by any applicable laws to be
performed by the County, the Board or by any officer thereof, and may take all steps to enforce
the Loan Agreement to the full extent permitted or authorized by the laws of the State of Florida
or the United States of America.
THE COUNTY AND THE REGISTERED OWNER OF THIS SUNLAND GARDENS
PHASE I MSBU BOND EACH WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS
SUNLAND GARDENS PHASE I MSBU BOND OR ARISING OUT OF, OR IN
CONJUNCTION WITH, THE SUNLAND GARDENS PHASE I MSBU BOND OR THE
RELATED LOAN AGREEMENT.
This Bond may be transferred or assigned by the Registered Owner without the prior
written consent of the County provided that (1) the County is given notice of such transfer not
later than ten (10) days prior to the next Interest Payment Date on the Bonds and (2) the
transferee provides to the County an investment letter in form and substance materially the same
as the letter provided by the Registered Owner to the County upon the original issuance hereof.
Upon the occurrence of an Event of Default, as defined in the Loan Agreement, the
County shall also be obligated to pay, but only from the Pledged Revenues, all costs of collection
and enforcement hereof, including attorneys' fees (including fees incurred on appeal).
It is hereby certified and recited that all acts, conditions and things required by the
Constitution and laws of the State of Florida to be performed, to exist and to happen precedent to
and in the issuance of this Bond, have been performed, exist and have happened in regular and
due form and time as so required.
A-2
{5000/05/00073434.DOCv3 }
..
IN WITNESS WHEREOF, St. Lucie County, Florida, has caused this Bond to be executed
by the Chairman or Vice-Chairman of its Board of County Commissioners, and attested by the
Clerk or Deputy Clerk of the Circuit Court, ex officio Clerk of the Board of County
Commissioners, either manually or with their facsimile signatures, and its seal or a facsimile
thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the Date
of Issue above.
ST. LUCIE COUNTY, FLORIDA
(SEAL)
By:
Chair of the Board of County
Commissioners
A TrEST:
By:
Clerk of the Circuit Court, ex-officio
Clerk of the Board of County Commissioners
A-3
{5000/05/00073434.DOCv3 }
..
SCHEDULES TO
ST. LUCIE COUNTY, FLORIDA
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2006A
(SUNLAND GARDENS PHASE I MSBU)
{5000/05/00073434, DOCv3}
...
.
SCHEDULE 1
ADJUSTMENTS TO INTEREST RATE IN CERTAIN EVENTS
(i) .^.djustment of Interest Rate for Full Taxability. In the event a Determination of
Taxability shall have occurred, the rate of interest on the Sunland Gardens Phase I MSBU Bond
shall be increased to a rate per annum equal to 1.3250 times the interest rate borne by the
Sunland Gardens Phase I MSBU Bond (the "Taxable Rate"), effective retroactively to the date
on which the interest payable on the Sunland Gardens Phase I MSBU Bond is includable for
federal income tax purposes in the gross income of the Registered Owner thereof. In addition,
the Registered Owner of the Sunland Gardens Phase I MSBU Bond or any former Registered
Owners of the Sunland Gardens Phase I MSBU Bond, as appropriate, shall be paid an amount
equal to any additions to tax, interest and penalties, and any arrears in interest that are
required to be paid to the United States of America by the Registered Owner or former
Registered Owners of the Sunland Gardens Phase I MSBU Bond as a result of such
Determination of Taxability. All such additional interest, additions to tax, penalties and
interest shall be paid by the County within sixty (60) days following the Determination of
Taxability and demand by the Registered Owner. A "Determination of Taxability" shall mean
(i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other
written notification which holds in effect that the interest payable on the Sunland Gardens
Phase I MSBU Bond is includable for federal income tax purposes in the gross income of the
Registered Owner thereof, which notice or notification is not contested by either the County or
any Registered Owner of the Sunland Gardens Phase I MSBU Bond, or (ii) a determination by a
court of competent jurisdiction that the interest payable on the Sunland Gardens Phase I MSBU
Bond is includable for federal income tax purposes in the gross income of the Registered
Owner thereof, which determination either is final and non-appealable or is not appealed
within the requisite time period for appeal, or (iii) the admission in writing by the County to
the effect that interest on the Sunland Gardens Phase I MSBU Bond is includable for federal
income tax purposes in the gross income of the Registered Owner thereof.
(ii) Adjustment of Interest Rate for Partial Ta)(Qbility. In the event that interest on
the Sunland Gardens Phase I MSBU Bond during any period becomes partially taxable as a
result of a Determination of Taxability applicable to less than all of the Sunland Gardens Phase
I MSBU Bond, then the interest rate on the Sunland Gardens Phase I MSBU Bond shall be
increased during such period by an amount equal to: (A-B) x C where:
(A) A equals the Taxable Rate (expressed as a percentage);
(B) B equals the interest rate on the Sunland Gardens Phase I MSBU Bond
(expressed as a percentage); and
(C) C equals the portion of the. Sunland Gardens Phase I MSBU Bond the
interest on which has become taxable as the result of such tax change
(expressed as a decimal).
In addition, the Registered Owner of the Sunland Gardens Phase I MSBU Bond or any
former Registered Owner of the Sunland Gardens Phase I MSBU Bond, as appropriate, shall be
SCHEDULE 1-1
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~
t
paid an amount equal to any additions to tax, interest and penalties, and any arrears in interest
that are required to be paid to the United States by the Registered Owner or former Registered
Owners of the Sunland Gardens Phase I MSBU Bond as a result of such Determination of
Taxability. All such additional interest, additions to tax, penalties and interest shall be paid by
the County within sixty (60) days following the Determination of Taxability and demand by the
Registered Owner.
(iii) Adjustment of Interest KÜe for Change in Maximum Corporate Tax Rate. In
the event that the maximum effective federal corporate tax rate (the "Maximum Corporate Tax
Rate") during any period with respect to which interest shall be accruing on the Sunland
Gardens Phase I MSBU Bond on a tax-exempt basis, changes from the Maximum Corporate Tax
Rate then in effect, the interest rate on the Sunland Gardens Phase I MSBU Bond that is bearing
interest on a tax-exempt basis shall be adjusted to the product obtained by multiplying the
interest rate then in effect on the Sunland Gardens Phase I MSBU Bond by a fraction equal to
(I-A divided by I-B), where A equals the Maximum Corporate Tax Rate in effect as of the date
of adjustment and B equals the Maximum Corporate Tax Rate in effect immediately prior to the
date of adjustment.
(iv) Adjustment of Intercst Rate for Other Changes Affecting After Tax Yield. So
long as any portion of the principal amount of the Sunland Gardens Phase I MSBU Bond or
interest thereon remains unpaid (a) if any law, rule, regulation or executive order is enacted or
promulgated by any public body or governmental agency which changes the basis of taxation
of interest on the Sunland Gardens Phase I MSBU Bond or causes a reduction in yield on the
Sunland Gardens Phase I MSBU Bond (other than by reason of a change described above) to
the Registered Owner or any former Registered Owners of the Sunland Gardens Phase I MSBU
Bond, including without limitation the imposition of any excise tax or surcharge thereon, or (b)
if, as result of action by any pubic body or governmental agency, any payment is required to be
made by, or any federal, state or local income tax deduction is denied to, the Registered Owner
or any former Registered Owners of the Sunland Gardens Phase I MSBU Bond (other than by
reason of a change described above or by reason of any action or failure to act on the part of
any Owner or any formers Registered Owner of the Sunland Gardens Phase I MSBU Bond) by
reason of the ownership of the Sunland Gardens Phase I MSBU Bond, the County shall
reimburse any such Owner within five (5) days after receipt by the County of written demand
for such payment, and the County agrees to indemnify each such Owner against any loss, cost,
charge or expense with respect to any such change. The determination of the after-tax yield
calculation shall be verified by a firm of certified public accountants regularly employed by the
Bank (or the current Owners of the Sunland Gardens Phase I MSBU Bond) and acceptable to
the County, and such calculation, in the absence of manifest error, shall be binding on the
County and the Registered Owner.
SCHEDULE 1-2
{5000/05/00073434, DOCv3}
~
SCHEDULE 2
ST. LUCIE COUNTY
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2006A
(SUNLAND GARDENS PHASE I MSBU)
AMORTIZATION SCHEDULE
(put In Amortization When Final Interest Rate Is Set)
SCHEDULE 2
{5000105100073434DOCv3 }
"
EXHIBIT B
BANK'S PROPOSAL LETTER
C-l
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