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RESOLUTION NO. 06-289
A RESOLUTION OF TIlE BOARD OF COUNTY COMMISSIONERS OF ST.
LUCIE COUNTY, FLORIDA, SUPPLEMENTING RESOLUTION NO. 94-196;
PROVIDING FOR TIlE BORROWING OF $168,000 TO REFUND AMOUNTS
DRAWN UNDER TIlE BANK OF AMERICA LINE OF CREDIT TO FINANCE
TIlE COST OF WATER IMPROVEMENTS WITIlIN GREENACRES MUNICIPAL
SERVICES BENEFIT UNIT IN TIlE COUNTY AS PREVIOUSLY AUTIlORIZED
BY TIlE BOARD; APPROVING TIlE PROPOSAL OF SUNTRUST BANK TO
MAKE A TERM LOAN TO TIlE COUNTY IN SUCH PRINCIPAL AMOUNT;
PROVIDING FOR TIlE ISSUANCE OF A $168,000 SPECIAL ASSESSMENT
IMPROVEMENT BOND, SERIES 2006B (GREENACRES MSBU), AS EVIDENCE
OF TIlE COUNTY'S OBLIGATION TO REPAY SUCH TERM LOAN; PROVIDING
FOR TIlE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN
TIlE COUNTY AND TIlE BANK CONTAINING TERMS AND CONDITIONS
RELATING TO SUCH LOAN; PROVIDING FOR TIlE PAYMENT OF TIlE BOND
FROM CERTAIN PLEDGED REVENUES, INCLUDING SPECIAL ASSESSMENTS;
AUTIlORIZING FURTIlER OFFICIAL ACTION IN CONNECTION WITIl TIlE
DELIVERY OF TIlE BOND AND TIlE LOAN AGREEMENT; AND PROVIDING
AN EFFECTIVE DATE.
BE IT RESOLVED BY TIlE 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 # 2939634 10/0512006 at 01 :03 PM
OR BOOK 2672 PAGE 285 - 315 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.
"Greenacres MSBU" means the MSBU established pursuant to Resolution No. 04-208,
adopted by the Board on August 17, 2004.
"Greenacres MSBU Assessment Resolutions" means, collectively, Resolution No. 05-315,
adopted August 16, 2005, and Resolution No. 06-207, adopted August 22, 2006.
"Greenacres MSBU Assessments" means the special assessments levied within the
Greenacres MSBU pursuant to the Greenacres MSBU Assessment Resolutions.
"Greenacres MSBU Bond" means the Special Assessment Improvement Bond, Series 2006B
(Greenacres MSBU), of the County, which shall be in substantially the form attached to the Loan
Agreement as Exhibit A.
"Greenacres MSBU Project" means the water utility improvements within the Greenacres
MSBU in order to connect the properties to the regional water utility system, and all costs
incidental thereto as permitted by the Assessment Act.
"Greenacres MSBU Project Costs" means all or a portion of the cost of undertaking the
Greenacres 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 Greenacres 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 Greenacres MSBU Project.
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"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 $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 Greenacres MSBU Project Costs.
"Proposal" means the proposal submitted to the County by the Bank, dated September 11,
2006.
Section 3. Findings. It is hereby found, declared, and determined by the Board:
(A) The County has heretofore authorized (1) the creation of the Greenacres MSBU;
(2) the undertaking of the Greenacres MSBU Project; and (3) the levy and collection of the
Greenacres MSBU Assessments to pay the Greenacres MSBU Project Costs. The County has
outstanding the Prior Loan, the proceeds of which were used to finance Greenacres MSBU
Project Costs.
(B) The County has completed the Greenacres MSBU Project and collected
prepayments of Greenacres MSBU Assessments, and it is necessary to borrow moneys to be
applied together with the prepayments of the Greenacres MSBU Assessments to repay the Prior
Loan and to pay other Greenacres MSBU Project Costs.
(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 Greenacres MSBU Assessments that the
Proposal be accepted.
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(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 Greenacres 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 Greenacres MSBU Bond and the Loan Agreement, the nature
of the security for the Loan, and the fact that the Greenacres MSBU Bond is not expected to be
rated or insured, it is in the best interests of the County to sell the Greenacres 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 Greenacres 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
Greenacres MSBU Assessments. The obligation of the County to repay the Greenacres MSBU
Bond in accordance with its terms and to make any other payments, if any, required under the
Greenacres MSBU Bond or the Loan Agreement shall not be or constitute a general obligation or
indebtedness of the County and neither the Greenacres 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 Greenacres 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 Greenacres MSBU Bond or to make any payments required under the
terms of the Loan Agreement. Furthermore, the obligation of the County to repay the
Greenacres 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 Greenacres MSBU Project or any other property of or in the County, but shall constitute a
lien only upon the Greenacres Assessments.
Section 4. Authorization of Greenacres 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 2006B
(Greenacres MSBU), in the principal amount of One Hundred Sixty-eight Thousand Dollars
($168,000) 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 Greenacres Special Assessments, is hereby authorized.
Section 5. Approval of Form of Loan Agreement and Greenacres MSBU Bond. The
Loan Agreement and the Greenacres MSBU Bond are hereby approved, and the Chairman and
Clerk are hereby authorized to execute and deliver the Loan Agreement and the Greenacres
MSBU Bond to the Bank.
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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 Greenacres 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 Greenacres 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 Greenacres 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 Greenacres 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 Greenacres 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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helQ.
P~§Sed and Adopted this 19th day of September 2006, at a regular meeting duly called and
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ST. LUCIE COUNTY, FLORIDA
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By: -J(). f (J--1
Chair, Board JCounty
Commissioners
ATIEST:
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erk of the Circuit Court, ex-officio
Clerk of the Board
APPROVED AS TO FORM AND
CORRECTNESS:
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EXHIBIT I
FORM OF LOAN AGREEMENT
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EXHIBIT I
FORM OF LOAN AGREEMENT
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TERM LOAN AGREEMENT
between
ST. LUCIE COUNTY, FLORIDA
and
SUNTRUST BANK
Dated September 20, 2006
Relating to
St. Lucie County, Florida
$168,000
Special Assessment Improvement Bond, Series 2006B
(Greenacres MSBU)
, .
T,^.BLE OF CONTENTS
Page
SECTION 1. DEFINITIONS.. ....... ........ ........ ......... ..... ........... ...... .... ...... .... ... .... ..... .... .... ...... ...... ........ ..... 1
SECTION 2. INTERPRETATION ............. ................. ................. .............. .......................... ...... ...... ....... 4
SECTION 3. THE LOAN.......... ................. ................. ................. ............. ..................... ...... ........... ........ 4
SECTION 4. DESCRIPTION OF GREENACRES MSBU BOND .......................................................5
SECTION 5. EXECUTION OF GREENACRES MSBU BOND........................................................... 5
SECTION 6. REGISTRATION AND TRANSFER OF GREENACRES MSBU BOND..................... 5
SECTION 7. GREENACRES MSBU BOND MUTILATED, DESTROYED, STOLEN OR LOST.... 6
SECTION 8. FORM OF GREENACRES MSBU BOND ...................................................................... 6
SECTION 9. SECURITY FOR GREENACRES MSBU BOND; GREENACRES MSBU BOND NOT
DEBT OF THE COUNTY..... ........... ..................... ......... .................................................................... ...... 6
SECTION 10. COVENANTS OF THE COUNTY ................................................................................ 7
SECTION 11. REPRESENTATIONS AND WARRANTIES............................................................... 7
SECTION 12. CONDITIONS PRECEDENT ........................................................................................ 8
SECTION 13. TAX COMPLIANCE..... ............... ............. .................. ........ ............. ......... ..................... 9
SECTION 14. NOTICES.. ........... ................................ ............................................................................ 9
SECTION 15. EVENTS OF DEFAULT DEFINED .............................................................................10
SECTION 16. REMEDIES..... ................................................................................................... ............. 10
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 COUNTERPARTS........................................................................... 11
SECTION 23. APPLICABLE LA W...................................................................................................... 11
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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 Greenacres
MSBU Project hereinafter described, and that the Greenacres MSBU Project will serve essential
public purposes of the County; and
WHEREAS, the County has previously determined to pay the Greenacres 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 Greenacres
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 $168,000 to finance the
Greenacres 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 Greenacres
MSBU Assessments to secure the obligation of the County to repay the principal of and interest
on the Greenacres MSBU Bond when due; and
WHEREAS, the obligation of the County to repay principal of and interest on the
Greenacres 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 Greenacres 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 Greenacres MSBU Bond or to make any other payments
provided for herein. Furthermore, neither the Greenacres MSBU Bond nor the interest thereon
shall be or constitute a lien upon the Greenacres 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.
"Greenacres MSBU" means the MSBU established pursuant to Resolution No. 04-208,
adopted by the Board on August 17,2004.
"Greenacres MSBU Assessment Resolutions" means, collectively, Resolution No. 05-315,
adopted August 16, 2005, and Resolution No. 06-207, adopted August 22, 2006.
"Greenacres MSBU Assessments" means the special assessments levied within the
Greenacres MSBU pursuant to the Greenacres MSBU Assessment Resolutions.
"Greenacres MSBU Bond" means the Special Assessment Improvement Bond, Series
2006B (Green acres MSBU), of the County, which shall be in substantially the form attached hereto
as Exhibit A.
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"Greenacres MSBU Project" means the water utility improvements within the Greenacres
MSBU in order to connect the properties to the regional water utility system, and all costs
incidental thereto as permitted by the Assessment Act.
"Greenacres MSBU Project Costs" means all or a portion of the cost of undertaking the
Greenacres 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 Greenacres 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 Greenacres MSBU Project.
"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 Greenacres 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.
"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
Greenacres 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 Greenacres 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 One Hundred Sixty-eight Thousand Dollars ($168,000).
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"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 Greenacres 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 Greenacres MSBU Bond.
"Registered Owner" means the person in whose name the ownership of the Greenacres
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.
"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.
SECTION 2. INTERPRET A TION. 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 -beaH. The Bank hereby makes and the County hereby accepts the Loan, upon the
terms and conditions set forth herein.
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.
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SECTION 4. DESCRIPTION OF GREENACRES MSBU BOND. The obligation of the
County to repay the Loan shall be evidenced by the Greenacres MSBU Bond. The Greenacres
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 36D-day year consisting of twelve 3D-day months, from its date as to principal at the
Interest Rate shown on Exhibit A hereto. The Greenacres MSBU Bond may be prepaid in whole
or in part prior to maturity without penalty.
SECTION 5. EXECUTION OF GREEN ACRES MSBU BOND. The Greenacres 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
Greenacres 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 Greenacres MSBU Bond shall hold the appropriate office
in the County, although at the date thereof the person may not have been so authorized. The
Greenacres 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 GREENACRES MSBU BOND. The
Greenacres 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 Greenacres MSBU Bond, shall be
conclusively deemed to have agreed that such Greenacres 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 Greenacres 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 Greenacres MSBU Bond for all purposes, whether
or not the Greenacres MSBU Bond shall be overdue, and any notice to the contrary shall not be
binding upon the County or the Registrar.
Ownership of the Greenacres MSBU Bond may be transferred only upon the Register.
Upon surrender to the Registrar for transfer or exchange of the Greenacres 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 Greenacres MSBU Bond of the same amount, maturity and interest rate
as the Greenacres MSBU Bond surrendered.
The Greenacres MSBU Bond presented for transfer, exchange, redemption or payment (if
so required by the County or the Registrar) shall be accompanied by a written 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 Greenacres MSBU Bond. The Registrar or the
County may also require payment from the Registered Owner or his transferee, as the case may
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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 Greenacres MSBU
Bond shall be delivered.
The new Greenacres MSBU Bond delivered upon any transfer or exchange shall be a valid
obligation of the County, evidencing the same debt as the Greenacres 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 Greenacres MSBU Bond surrendered.
Whenever the Greenacres MSBU Bond shall be delivered to the Registrar for cancellation,
upon payment of the principal amount thereof, or for replacement, transfer or exchange, such
Greenacres 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. GREENACRES MSBU BOND MUTILATED, DESTROYED, STOLEN OR
LOST. In case the Greenacres 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 Greenacres MSBU
Bond of like tenor as the Greenacres MSBU Bond so mutilated, destroyed, stolen or lost, in lieu of
or substitution for the Greenacres MSBU Bond, if any, destroyed, stolen or lost, or in exchange
and substitution for such mutilated Greenacres MSBU Bond, upon surrender of such mutilated
Greenacres MSBU Bond, if any, to the Registrar and the cancellation thereof; provided however,
if the Greenacres MSBU Bond shall have matured or be about to mature, instead of issuing a
substitute Greenacres MSBU Bond, the County may pay the same, upon being indemnified as
aforesaid, and if such Greenacres MSBU Bond be lost, stolen or destroyed, without surrender
thereof. Any Greenacres MSBU Bond surrendered under the terms of this Section 7 shall be
cancelled by the Registrar.
Any such new Greenacres 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
Greenacres MSBU Bond, the lost, stolen or destroyed Greenacres MSBU Bond be at any time
found by anyone, and such new Greenacres MSBU Bond shall be entitled to equal and
proportionate benefits and rights as to security for payment to the same extent as the Greenacres
MSBU Bond originally issued hereunder.
SECTION 8. FORM OF GREENACRES MSBU BOND. The Greenacres MSBU Bond shall
be in substantially the form of Exhibit A hereto, with such variations, omissions and insertions as
may be necessary, desirable and authorized or permitted by this Loan Agreement.
SECTION 9. SECURITY FOR GREENACRES MSBU BOND; GREENACRES MSBU
BOND NOT DEBT OF THE COUNTY. The payment of the principal of and interest on the
Greenacres MSBU Bond shall be secured forthwith solely by the Greenacres MSBU Special
Assessments. The principal of and interest on the Greenacres 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 Greenacres MSBU Bond. The Greenacres MSBU Bond shall not be
secured by, nor constitute, a lien upon the Greenacres MSBU Project or upon any money if or in
the County, but shall be secured solely by the Greenacres MSBU Special Assessments in the
manner provided herein.
6
15000/06/00075681. DOCv2}
SECTION 10. COVENANTS OF THE COUNTY. Until the principal of and interest on the
Greenacres 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 Greenacres MSBU Bond to the Maturity Date, or (b) provision for payment
of the Greenacres MSBU Bond shall have been made in accordance with the provisions of this
Loan Agreement, the County covenants with the Registered Owner of the Greenacres MSBU
Bond as follows:
A. Collcction of Asscssmcnts. The County will levy the Greenacres MSBU
Assessments in amounts sufficient to pay the principal and interest on the Greenacres MSBU
Bond in each year; will collect the Greenacres MSBU Assessments in the manner specified in
Section 197.3632, Florida Statutes; and will apply and deposit the proceeds of the Greenacres
MSBU Assessments into the "Greenacres 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 coming due on the Greenacres 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 Greenacres MSBU Bond when due by wire transfer or other medium
acceptable to the County and the Bank.
D. Financial Statcmcnts. 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 Greenacres MSBU Assessments as the Bank may reasonably request in
writing.
E. Annual Budgct and Othcr 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 Greenacres MSBU Bond. The Greenacres MSBU Bond is not a
"qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code.
G. Othcr Covcnants. 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:
7
(5000/06/00075681. DOCv2)
~
A. Organiz3tion. The County is a political subdivision, duly organized and existing
under the laws of the State of Florida.
B. Authoriz3tion of Loan Agreement and Rebted 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 Greenacres
MSBU Bond in accordance with their respective terms. This Loan Agreement and the Greenacres
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. Crccnacres MSBU Spccbl Assessments. The County has duly adopted the
Greenacres MSBU Assessment Resolutions and complied with all requirements of applicable law
in connection with the levy of the Greenacres MSBU Assessments. The principal amount of the
Greenacres MSBU Bond does not exceed twenty percent (20%) of the aggregate assessed value of
the parcels subject to the Greenacres MSBU Assessments, there are not less than ten (10)
individual parcels subject to the Greenacres MSBU Assessments, and no individual owner of
record of parcels subject to the Greenacres 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 Greenacres MSBU Assessments.
D. Financial St3tements. 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.
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. Action. 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 Greenacres 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 Greenacres 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 Greenacres MSBU Bond, in form and substance
satisfactory to the Bank.
8
{5000/06/00075681. DOCv2)
'"
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 Greenacres MSBU
Bond to the same extent as if such opinion were addressed to the Bank.
E. Represent3tions and Warr:mties; 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 Greenacres MSBU Bond at any
time during the term hereof which would cause the Greenacres 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
Greenacres 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:
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.
{5000/06/00075681. DOCv2}
9
, .
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
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 Greenacres MSBU Bond.
THE COUNTY AND THE REGISTERED OWNER OF THE GREENACRES 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 GREENACRES
MSBU BOND OR ARISING OUT OF, OR IN CONJUNCTION WITH, THE GREENACRES
MSBU BOND OR THIS LOAN AGREEMENT.
10
{5000/06/00075681. DOCv21
....
SECTION 17. NO RECOURSE. No recourse shall be had for the payment of the principal
of and interest on the Greenacres MSBU Bond or for any claim based on the Greenacres MSBU
Bond or on this Loan Agreement, against any present or former member or officer of the Board or
any person executing the Greenacres MSBU Bond.
SECTION 18. PAYMENTS DUE ON SATURDAYS, 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 MODIFICA TIONS. 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.
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.
SECTION 23. APPLICABLE LAW. This Loan Agreement shall be governed by and
construed in accordance with the laws of the State.
11
{5000/06/00075681. DOCv2)
IN WITNESS WHEREOF, the parties hereto have duly executed this Loan Agreement as
of the date first above written.
(SEAL)
ATTEST:
By:
Clerk of the Circuit Court, ex-officio
Clerk of the Board of County Commissioners
{5000/06/00075681. DOCv2}
ST. LUCIE COUNTY, FLORIDA
By:
Chair, Board of County
Commissioners
APPROVED AS TO FORM AND
CORRECTNESS:
County Attorney
12
{5000/06/00075681.DOCv2}
13
SUNTRUST BANK
By:
Title:
"
EXHIBIT A
FORM OF BOND
No. R-l
$168,000
ST. LUCIE COUNTY, FLORIDA
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2006B
(GREENACRES MSBU)
Rl\ TE OF INTEREST
MATURITY DATE
DATE OF ISSUE
%
December 1, 2019
September 20, 2006
REGISTERED OWNER:
Sun Trust Bank
PRINCIPAL AMOUNT: One Hundred Sixty-eight 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 I, 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 Greenacres 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. 06-289, 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
{5000/06/00075681.DOCv2}
·
~
This Bond is payable from and secured solely by a lien upon and pledge of the Greenacres
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 Greenacres 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 GREENACRES 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 GREENACRES
MSBU BOND OR ARISING OUT OF, OR IN CONJUNCTION WITH, THE GREENACRES
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
{ 5000/06/00075681.DOCv2}
..
" '\
IN WITNESS WHEREOF, S1. 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 TIEST:
By:
Clerk of the Circuit Court, ex-officio
Clerk of the Board of County Commissioners
A-3
{5000/06/0007568\ DOCv2}
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~
SCHEDULES TO
ST. LUCIE COUNTY, FLORIDA
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2006B
(GREEN ACRES MSBU)
{5000/06/00075681 DOCv2}
.,
SCHEDULE 1
ADJUSTMENTS TO INTEREST RATE IN CERTAIN EVENTS
(i) Adjustment of Interest Rate for Full Taxability. In the event a Determination of
Taxability shall have occurred, the rate of interest on the Greenacres MSBU Bond shall be
increased to a rate per annum equal to 1.3250 times the interest rate borne by the Greenacres
MSBU Bond (the "Taxable Rate"), effective retroactively to the date on which the interest
payable on the Greenacres 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
Greenacres MSBU Bond or any former Registered Owners of the Greenacres 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 Greenacres 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 Greenacres 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 Greenacres MSBU Bond, or (ii) a determination by a court of
competent jurisdiction that the interest payable on the Greenacres 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 Greenacres MSBU Bond is includable for federal income tax purposes in the gross income of
the Registered Owner thereof.
(ii) f.djustment of Interest Rate for Partial Taxability. In the event that interest on
the Greenacres MSBU Bond during any period becomes partially taxable as a result of a
Determination of Taxability applicable to less than all of the Greenacres MSBU Bond, then the
interest rate on the Greenacres 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 Greenacres MSBU Bond (expressed as a
percentage); and
(C) C equals the portion of the Greenacres 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 Greenacres MSBU Bond or any former
Registered Owner of the Greenacres 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 by the Registered Owner or former Registered Owners of the
SCHEDULE 1-1
{5000/06/00075681. DOCv2}
~
.
Greenacres 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 Rate 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 Greenacres
MSBU Bond on a tax-exempt basis, changes from the Maximum Corporate Tax Rate then in
effect, the interest rate on the Greenacres 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 Greenacres 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 Interest Rate for Other Changes Affecting After Ta)( Yield. So
long as any portion of the principal amount of the Greenacres 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
Bond or causes a reduction in yield on the Greenacres MSBU Bond (other than by reason of a
change described above) to the Registered Owner or any former Registered Owners of the
Greenacres MSBU Bond, induding 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 Greenacres 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 Greenacres MSBU Bond)
by reason of the ownership of the Greenacres 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 Greenacres 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
{5000106/00075681.DOCv2 }
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."
SCHEDULE 2
ST. LUCIE COUNTY
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2006B
(GREENACRES MSBU)
AMORTIZATION SCHEDULE
(Put In Amortization When Final Interest Rate Is Set)
SCHEDULE 2
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, ."
EXHIBIT B
BANK'S PROPOSAL LETTER
B-1
{5000/06/00075681.DOCv2 }