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HomeMy WebLinkAbout06-348 SERIES RESOLUTION RESOLUTION NO. 06-348 (INDIAN RIVER ESTATES MSBU) A RESOLUTION SUPPLEMENTING RESOLUTION NO. 94-196 OF ST. LUCIE COUNTY, FLORIDA; AU11-10RIZING THE ACQUISITION AND CONSTIWCTION OF POTABLE WATER IMPROVEMENTS IN THE INDIAN RIVER ESTATES MSBU; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $16,000,000 SPECIAL ASSESSMENT IMPROVEMENT BONDS, SERIES 2006 (INDIAN RIVER EST A TES MSBU), OF THE COUNTY TO FINANCE THE COST OF SUCH PROJECT; PROVIDING FOR THE PAYMENT OF THE BONDS FROM CERTAIN PLEDGED REVENUES, INCLUDING SPECIAL ASSESSMENTS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AUTHORIZING VALIDATION OF THE BONDS; PROVIDING FOR EXECUTION OF DECLARATION OF OFFICIAL INTENT; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA (the "Board"): ARTICLE I AUTHORITY, DEFINITIONS AND FINDINGS Section 1.01 Authority for this Resolution. This Resolution is adopted pursuant to the provisions of Chapter 125, Part I, Florida Statutes, Ordinance No. 87-77 of SI. Lucie County, Florida (the "County"), and other applicable provisions of law (collectively, the "Act"), and Resolution No. 94-196, adopted on September 20, 1994, as amended and supplemented (the "Master Resolution"), and is supplemental to the Master Resolution. Section 1.02 Definitions. Unless the context otherwise requires, the capitalized terms used in this resolution shall have the meanings specified in this Section. Capitalized terms not otherwise defined in this Section shall have the meanings specified in the Master Resolution. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Bond Resolution" means, collectively, the Master Resolution, this Resolution and all resolutions amendatory hereof and resolutions supplemental hereto. "Indian River Estates MSBU" means the Indian River Estates Municipal Services Benefit Unit created pursuant to Resolution No. 02-309, of the Board adopted December 10, 2002. "Indian River Estates MSBU Assessment Resolutions" means the resolutions adopted by the Board with respect to the Indian River Estates MSBU providing for the levy and collection of the Indian River Estates MSBU Special Assessments within the Indian River Estates MSBU, including Resolution No. 02-309, adopted December 10, 2002, Resolution No. 06-321, adopted October 17, 2006, and any resolution supplemental thereto or amendatory thereof. {5000/09/00083875.DOCv2 ~ "Indian River Estates MSBU Project" means the acquisition and construction of potable water improvements within the Indian River Estates MSBU and all costs incidental thereto as permitted by the Assessment Act. "Indian River Estates MSBU Project Costs" means the cost of the acquisition and construction of the Indian River Estates MSBU Project and the construction and acquisition of additions, extensions, and improvements thereto including, but not limited to: the acquisition of any lands or interests therein or any other properties deemed necessary or convenient therefor; engineering, accounting, and legal fees and expenses; expenses for plans, specifications and surveys and appraisa1s; expenses for estimates of costs and of revenues; the fees of fiscal agents, financial advisors and consultants; administrative expenses; interest on the Indian River Estates Bonds for a reasonable period of time after the date of their delivery; reasonable reserves for the payment of Debt Service with respect to the Indian River Estates Bonds; discount upon the sale of the Indian River Estates Bonds; the cost of purchasing any Credit Facility with respect to the Indian River Estates Bonds; such other expenses as may be necessary or incidental to the financing authorized by this Resolution, to the Indian River Estates MSBU Project, and to the placing of the Indian River Estates MSBU Project in operation; and reimbursement to the County for any sums expended for the foregoing purposes in anticipation of the issuance of the Indian River Estates Bonds. "Indian River Estates MSBU Special Assessments" means the special assessments levied within the Indian River Estates MSBU pursuant to the Indian River Estates Assessment Resolutions. "Indian River Estates Bonds" means the County's Special Assessment Improvement Bonds, Series 2006 (Indian River Estates MSBU), herein authorized. "Indian River Estates Pledged Revenues" means with respect to the Indian River Estates Bonds, (i) the Indian River Estates MSBU Special Assessments, (ii) the moneys on deposit in the Indian River Estates Subaccounts established for the Indian River Estates Bonds, and (iii) the Investment Earnings allocable to such Indian River Estates MSBU Special Assessments (the "Indian River Estates Investment Earnings"). "Indian River Estates Subaccounts" means the separate accounts established and maintained pursuant to the provisions of this resolution for the benefit of the Owners of the Indian River Estates Bonds. "Master Resolution" means Resolution No. 94-196, adopted by the Board on September 20, 1994, as amended and supplemented from time to time. Section 1.03 Findings. It is hereby ascertained, determined and declared that: B. It is necessary and in the best interests of the health, safety, and welfare of the County and its inhabitants that the County undertake the Indian River Estates MSBU Project. The County is authorized pursuant to the provisions of the Act and the Assessment Act, to undertake the Indian River Estates MSBU Project. C. The County is without adequate, currently available funds to pay Indian River Estates MSBU Project Costs, and it is necessary and desirable and in the best interests of the 2 (5000/O9/00083875 DOCv2) County that it borrow the moneys necessary to accomplish the financing of the Indian River Estates MSBU Project. The County is authorized pursuant to the provisions of the Assessment Act to borrow moneys necessary to pay the cost of the Indian River Estates Project. D. The County anticipates receiving the Indian River Estates Pledged Revenues, and the Indian River Estates Pledged Revenues are not pledged or encumbered to pay any other debts or obligations of the County. E. The Indian River Estates Pledged Revenues are estimated to be sufficient to pay the Debt Service on the Indian River Estates Bonds and to make all other payments required to be made by the provisions of the Bond Resolution. F. The principal of and interest on the Indian River Estates Bonds, and all required payments into the Indian River Estates Subaccounts, shall be limited obligations of the County, payable from and secured solely by a pledge of and lien on the Indian River Estates Pledged Revenues. Neither the County, nor the State of Florida or any political subdivision thereof or governmental authority or body therein, shall ever be required to levy ad valorem taxes to pay the principal of and interest on the Indian River Estates Bonds or to make any of the required payments into the Indian River Estates Subaccounts, and the Indian River Estates Bonds shall not be secured by a lien upon any property owned by or situated within the corporate limits of the County other than the Indian River Estates Pledged Revenues in the manner provided herein. Section 1.04 Resolution and Master Resolution to Constitute Contract. In consideration of the acceptance of the Indian River Estates Bonds authorized to be issued hereunder by those who shall be the Registered Owners of the same from time to time, this resolution and the Master Resolution shall be deemed to be and shall constitute a contract between the County and such Registered Owners. The covenants and agreements in the Master Resolution and herein set forth to be performed by the County shall be for the equal benefit, protection and security of the Registered Owners of any and all of such Indian River Estates Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Indian River Estates Bonds over any other thereof, except as expressly provided therein and herein. 3 {5000/09/00083875 DOCv2: ARTICLE II AUTHORIZATION OF INDIAN RIVER ESTATES MSBU PROJECT; AUTHORIZATION OF ISSUANCE OF INDIAN RIVER ESTATES BONDS; DESCRIPTION, DETAILS AND FORM OF INDIAN RIVER ESTATES BONDS Section 2.01. Authorization of Indian River Estates MSBU Project. The Board hereby specifically confirms the authorization of the Indian River Estates MSBU Project. The Board hereby specifically ratifies and affirms all actions previously taken in furtherance of the Indian River Estates MSBU Project. Section 2.02. Authorization of Indian River Estates Bonds. Subject and pursuant to the provisions of this Resolution and the Master Resolution, obligations of the County, to be known as "Special Assessment Improvement Bonds, Series 2006 (Indian River Estates MSBU)," are hereby authorized to be issued in an aggregate principal amount on original issuance of not exceeding Sixteen Million Dollars ($16,000,000) for the purpose of financing the Indian River Estates MSBU Project Costs. The Indian River Estates Bonds shall be and are herby designated to be a Series of Bonds to be issued as Additional Bonds under and pursuant to the Master Resolution. Section 2.04. Description of Indian River Estates Bonds. The Indian River Estates Bonds shall be numbered; shall be in such denominations or maturity amounts; shall be dated; shall bear interest at not exceeding the maximum rate allowed by law payable on such dates; shall mature on the first day of such month, in such years, and such amounts; and shall be issued as Current Interest Bonds, Serial Bonds, Term Bonds, or any combination thereof; all as shall be determined by supplemental resolution to be adopted by the Board at or prior to the time of sale of the Indian River Estates Bonds. The Indian River Estates Bonds shall be issued in fully registered form without coupons; shall be payable with respect to principal at the office of the Registrar, as paying agent, or such other paying agent as shall be subsequently determined by the Board; shall be payable in lawful money of the United States of America; and shall bear interest from their date, or from the most recent date to which interest has been paid, payable, by check or draft mailed, on or before the Interest Payment Date, to the Registered Owner at his address as it appears upon the books of the Registrar as of 5:00 P.M. Eastern Time on the Record Date. Section 2.05. Form of Indian River Estates Bonds. The text of the Indian River Estates Bonds shall be of substantially the form of Exhibit A attached hereto, with such omissions, insertions, and variations as may be necessary and desirable, and as may be authorized or permitted by this resolution or by subsequent resolution or resolutions adopted prior to the issuance thereof, and as may be necessary to reflect the characteristics of any particular installment of Indian River Estates Bonds. 4 { 5000/09/00083875.LJOCv21 ARTICLE III APPLICATION OF PROVISIONS OF MASTER RESOLUTION Section 3.01 Application of Provisions of the Master Resolution. The Indian River Estates Bonds shall for all purposes be considered to be Bonds issued under the authority of the Master Resolution and shall be entitled to all the protection and security provided therein for Bonds. The covenants and pledges contained in Section 3.01 and 3.02 and in Article V of the Master Resolution shall be applicable to the Indian River Estates Bonds herein authorized. Section 3.02. Security for Indian River Estates Bonds. (A) Pledge and Lien. The Indian River Estates Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon the Indian River Estates Pledged Revenues. The Indian River Estates Bonds shall not be or constitute general obligations or an indebtedness of the County as "bonds" within the meaning of the Constitution of Florida, but shall be payable from and secured solely by a lien upon and pledge of the Indian River Estates P1edged Revenues as provided herein and in the Master Resolution. No Owner of any Indian River Estates Bonds shall ever have the right to compel the exercise of the ad valorem taxing power of the County or taxation in any form of property therein to pay the Debt Service on the Indian River Estates Bonds. The Indian River Estates Bonds shall not constitute a lien upon the Indian River Estates MSBU Project or upon any property of or in the County except the Indian River Estates Pledged Revenues in the manner provided herein and in the Master Resolution. (C) Series Subaccounts. There are hereby created and established in the Funds and Accounts created and established pursuant to Section 3.03(A) of the Master Resolution the following Series Subaccounts, hereinbefore defined as the "Indian River Estates Sub accounts:" (1) in the Sinking Fund, the "Indian River Estates Bonds Subaccount," which includes (a) the "Indian River Estates Bonds Debt Service Subaccount," (b) the "Indian River Estates Bonds Bond Amortization Subaccount," (c) the "Indian River Estates Bonds Reserve Subaccount," and (d) the "Indian River Estates Bonds Redemption Account." (D) Use of Indian River Estates Pledged Revenues. All Indian River Estates MSBU Special Assessments and Indian River Estates Investment Earnings shall be applied and deposited in the manner provided in Section 3.04(A) and (B) of the Master Resolution only into the Indian River Estates Subaccounts. Moneys and Authorized Investments on deposit at any time in the Indian River Estates Subaccounts may be used and applied only in the manner provided in Section 3.04(C) of the Master Res01ution for the payment of Debt Service on, or the Redemption Price of, the Indian River Estates Bonds. Moneys on deposit in the Indian River Estates Subaccounts may be invested and reinvested only in Authorized Investments in the manner provided in Section 3.05 of the Master Resolution. Section 3.04 Remedies. Any Registered Owner of, or any Credit Facility Issuer for, Indian River Estates Bonds shall have available the remedies specified in Section 5.03 of the Master Resolution. 5 {SOOO/09/00083875LJOCv2 : ARTICLE IV APPLICATION OF PROCEEDS OF INDIAN RIVER ESTATES BONDS There is hereby created and established in the Project Fund created pursuant to Section 4.02 of the Master Resolution a Series Subaccount to be known as the "Indian River Estates MSBU Project Account." Proceeds of the Indian River Estates Bonds to be used to pay Indian River Estates MSBU Project Costs shall be deposited in to the Indian River Estates MSBU Project Account and used solely for the purpose of paying Indian River Estates MSBU Project Costs, subject to the provisions of Section 4.02 of the Master Resolution regarding (a) conditions for expenditure of moneys, (b) investment of moneys application of Investment Earnings, and (c) use of moneys remaining after completion of the Indian River Estates MSBU Project. 6 (5000/09/00083875. DOCv2 J ARTICLE V MISCELLANEOUS PROVISIONS Section 5.01, Special Assessments. (A) Perfection of Special Assessments; Completion of Projects. If not previously completed, the County will forthwith, whenever it shall first be timely, complete the Assessment Proceedings, including adoption of the Indian River Estates MSBU Assessment Resolutions necessary for the lawful levy of the Indian River Estates MSBU Special Assessments against all lands and properties specially benefitted by the construction of the Indian River Estates MSBU Project and the collection thereof in an amount equal to or not less than the aggregate of the Debt Service Requirements on the Indian River Estates Bonds to be paid from such Indian River Estates MSBU Special Assessments. If any assessment made with respect to any property shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the County shall be satisfied that any such assessment is so irregular or defective that the same cannot be enforced or collected, or if the County shall have omitted to make any such assessment when it might have done so, the County covenants that it will take all necessary steps to cause a new assessment to be made for the whole or any part of any improvement or against any property benefitted by any improvement of the Indian River Estates MSBU Project, in the manner provided by law, and in any case any such second assessment or an initial Special Assessment for one that shall have been omitted, shall be either in wh01e or in part annulled, vacated, or set aside, or be unenforceable or uncollectible by reason of defect or irregularity, the County shall obtain and make other assessments until a valid assessment shall be made. The County will also complete the Indian River Estates MSBU Projects or cause the Indian River Estates MSBU Projects to be completed. (B) Collection of Special Assessments. The County will collect the Indian River Estates MSBU Special Assessments in the manner provided in Section 197.3632, Florida Statutes, and other applicable provisions of law. The County will take or cause to be taken all actions necessary to diligently enforce the payment of all of the Indian River Estates MSBU Special Assessments and all of the installments thereof, interest thereon and penalties therefrom, in the manner prescribed by the Master Resolution, this Resolution, and the laws of the State pertaining thereto. Section 5.02. Validation Authorized. The County Attorney, in his discretion, with the advice of Bond Counsel, is hereby authorized to institute on behalf of the County validation proceedings in the Circuit Court for St. Lucie County pursuant to the provisions of Chapter 75, Florida Statutes, for validation of the Indian River Estates Bonds and other matters necessary or incidental thereto. Section 5.03. Sale of Indian River Estates Bonds. The Indian River Estates Bonds shall be issued and sold at public sale, private placement, or negotiated sale at one time or in installments from time to time and at such price or prices consistent with the provisions of the Act, the laws of the State, and the requirements of this Resolution and a supplemental resolution to be adopted prior to the issuance of the Indian River Estates Bonds. Section 5.04. Continuing Disclosure. In the event that the Indian River Estates Bonds or an installment thereof are sold to an underwriter, the County Administrator is hereby authorized and directed to enter into a continuing disclosure agreement with the Registered Owners of such Indian River Estates Bonds or installment thereof. Such agreement shall be for the benefit of such 7 {5000/09/00083875.DOCv2 ~ Registered Owners and shall provide and set forth the County's covenant to provide certain annual information and notification of certain material events, in compliance and consistent with the recent amendments to the Rule. Notwithstanding the foregoing or anything else in this Resolution, any such agreement shall apply only to such Indian River Estates Bonds are subject to the Rule. The County shall not be required to enter into any such agreement with respect to Indian River Estates Bonds, or any installment thereof, which are not subject to the Rule. Section 5.05 Authorization to Apply for Insurance Commitments and/or Ratings; Execute Declaration of Official Intent and Take Other Action. If it is found in the best interest of the County to sell the Indian River Estates Bonds at public sale, the County Administrator, in consultation with and upon the advice of the County's Financial Advisor, the County's Bond Counsel, and the County Attorney, is authorized to proceed to draft and develop, or cause to be drafted and developed, all documents, including a Preliminary Official Statement, necessary to facilitate the obtaining of a commitment for a policy of bond insurance and a debt service reserve fund surety bond with respect to the Indian River Estates Bonds, and to proceed to apply for such commitments without further authorization from the Board. The County Administrator, upon the advice of the County's Financial Advisor, the County's Bond and Disclosure Counsel, and County Attorney, is hereby authorized to certify or otherwise represent when a Preliminary Official Statement shall be "deemed final" by the County as of its date (except for permitted omissions), in accordance with Rule 15c2-12 promulgated by the Securities and Exchange Commission (the "Rule"). The County Administrator, with the advice of Bond Counsel, is further authorized to execute a "Declaration of Official Intent", in accordance with Resolution No. 00-28, adopted by the Board on January 4, 2000, with respect to reimbursement to the County of costs of the Indian River Estates MSBU Project expended prior to the issuance of the Indian River Estates Bonds. Section 5.06. SeverabìIìty of Invalid Provisions. If anyone or more of the covenants, agreements or provisions of this resolution should be held to be contrary to any express provision of law or to be contrary to the policy of express law, though not expressly prohibited, or to be against public policy, or should for any reason whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements, or provisions of, and in no way affect the validity of, all the other provisions of the Master Resolution or this resolution or of the Indian River Estates Bonds. Section 5.07. Repealing Clause. All resolutions of the County, or parts thereof, in conflict with the provisions of this resolution are to the extent of such conflict hereby superseded and repealed. Section 5.08. Effective Date. This resolution shall take effect immediately upon the final approval hereof. 8 {5000/09/00083875.DOCv2 ~ Passed and Adopted by the Board of County Commissioners of St. Lucie Co;mty, Florida at a regular meeting duly called and held this 14th day of November 2006 ArrEST: c;, CI rk of the Circuit ourt, ex officio Clerk to the Board of County Commissioners { 5000/09/00083875.DOCv2} ST. LUCIE COUNTY, FLORIDA By -Jl;¿1(? () Chairman, Board f County Commissioners APPJRO ED AS TO FORM AND CaRRE T S' z;¡ . 9 EXHIBIT A FORM OF BOND No. $ UNITED STATES OF AMERICA STATE OF FLORIDA ST. LUCIE COUNTY SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2006 (INDIAN RIVER EST A TES MSBU) R.^.nì Of INTEREST MATURITY D/\ TE D.^.TE Of ISSUE CUSIP O¡{) REGISTERED OWNER: PRINCIPAL AMOUNT: SI. Lucie County, Florida (the "County"), for value received, hereby promises to pay to the Registered Owner designated above, or registered assigns, solely from the special funds hereinafter mentioned, on the Maturity Date specified above, the Principal Amount shown above, upon presentation and surrender hereof at the corporate trust office of as Bond Registrar and Paying Agent, and to pay solely from such funds, interest thereon from the date of this Bond or from the most recent Interest Payment Date to which interest has been paid, whichever is applicable, until payment of such Principal Amount, at the Rate of Interest per annum set forth above, such interest being payable on , and thereafter on of each year by check or draft mailed on or before the Interest Payment Date, to the Registered Owner at his address as it appears, at 5:00 P.M. Eastern Time on the fifteenth day of the month preceding the applicable Interest Payment Date, on the registration books of the County kept by the Bond Registrar; provided, that for any Registered Owner of one million dollars or more in principal amount of Bonds, such payment shall, at the written request of such Registered Owner be by wire transfer or other medium acceptable to the County and to such Registered Owner. The principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. This Bond is one of a Series of Bonds, originally authorized to be issued in the aggregate principal amount of $ , of like date, tenor and effect, except as to number, interest rate, and date of maturity, issued to finance the cost of the acquisition and construction potable water improvements within the Indian River Estates Municipal Service Benefit Unit (the "Indian River A-I (5000/09/00083875.DOCv2 J Estates 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, and other applicable provisions of law, and Resolution No. 94-196, duly adopted by the Board of County Commissioners on September 20, 1994, as amended and supplemented, and particularly as supplemented by Resolution No. adopted by the Board on November 14, 2006, as supplemented by Resolution No. ~ adopted on (hereinafter collectively called the "Resolution"), and is subject to all the terms and conditions of said Resolution. Capitalized terms used herein shall have the meaning specified in the Resolution. This Bond is payable from and secured solely by a lien upon and pledge (i) of the proceeds derived from assessments levied against the lands and real estate within the County to be specially benefitted by the Indian River Estates MSBU Project authorized by the Indian River Estates MSBU Assessment Resolutions, including interest and penalties on such assessments and any moneys received upon the foreclosure of the liens of such assessments or sales, if any, of tax deeds or tax certificates with respect to such assessments (the "Indian River Estates MSBU Special Assessments"), (ii) certain Indian River Estates Investment Earnings; and (iii) the moneys on deposit in the Indian River Estates Subaccounts in the Funds and Accounts created pursuant to the Resolution, hereinafter defined (collectively, the "Indian River Estates Pledged Revenues"), all in the manner provided in and subject to the terms and conditions of the Resolution. This Bond does not constitute a general obligation or indebtedness of the County as a "bond" within the meaning of the State constitution, and it is expressly agreed by the Registered Owner of this Bond that such Registered Owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the County, or the taxation of any property of or in the County, for the payment of the principal of and interest on this Bond or for the making of any sinking fund, reserve or other payments provided for in the Resolution. It is further agreed between the County and the Registered Owner of this Bond, that this Bond and the obligation evidenced hereby shall not constitute a lien upon the Indian River Estates MSBU Project or any part thereof, or on any other property of or in the County, but shall constitute a lien only on the Indian River Estates Pledged Revenues, in the manner provided in the Resolution. The Bonds are issuable only as fully registered Bonds in the denominations or Maturity Amounts of $5,000 or integral multiples thereof. This Bond is transferable, and exchangeable for Bonds of other authorized denominations, at the office of the Bond Registrar, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Bond Registrar, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Bond Registrar, all subject to the terms, limitations and conditions provided in the Resolution. No charge will be made for transfer or exchange, but the County or the Bond Registrar may require payment of an amount sufficient to cover any tax or other governmental charge payable in connection therewith. The County and the Bond Registrar may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes, and neither the County nor the Bond Registrar shall be affected by any notice to the contrary. The County has entered into certain covenants with the Registered Owners of the Bonds of this Series for the terms of which reference is made to the Resolution. In particular, the County has reserved the right to defease the lien of the Bonds of this issue upon the Indian River Estates A-2 {5000/09/00083875 [)()Cv2) Pledged Revenues upon making provision for payment of the Bonds as provided in the Resolution. Reference is made to the Resolution for a more complete description of the provisions, among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the County, the Registrar and the Registered Owners, and the terms and conditions upon which the Bonds are issued and secured. The Registered Owner of this Bond, by acceptance hereof, assents to an of the provisions of the Resolution. [INSERT REDEMPTION PROVISIONS] Notice of such redemption shan be given in the manner provided in the Resolution. This Bond is and has an the qualities and incidents of a negotiable instrument under the Uniform Commercial Code-Investment Securities Laws of the State of Florida, and the Registered Owner and each successive Registered Owner of this Bond, shall be conclusively deemed by his acceptance hereof to have agreed that this Bond shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida. It is hereby certified and recited that an acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of the issue of Bonds of which this Bond is one, does not violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shan have been executed by the Registrar. A-3 {5000/09/00083875.DOCv2 ~ IN WITNESS WHEREOF, St. Lucie County, Florida has issued this Bond and has caused the same to be executed by its Chairman, either manually or with her!his facsimile signature, and the corporate seal of said County or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon and attested by the manual or facsimile signature of the Clerk, all as of the Date of Issue above. (SEAL) ST. LUCIE COUNTY, FLORIDA By: Chairman, Board of County Commissioners A TrEST: By: Clerk of the Circuit Court, ex officio Clerk to the Board of County Commissioners REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the issue described in the within-mentioned Resolution. As Bond Registrar By Authorized Signature Date of Authentication: A-4 {5000/O9/O0083875 [)()Cv2) VALIDA TION CERTIFICATE This Bond is one of a series of Bonds vaJidated by judgment of the Circuit Court for 51. Lucie County, Florida rendered on , 2006. Chairman A-5 {5000/09/00083 87 S. DOCv 21 The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - TEN ENT JT TEN - as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not of tenants in common UNIF GIF MIN ACT - (Cus!.) Custodian for (Minor) Additional abbreviations may also be used although not listed above. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to (Please insert Social Security or other Identifying Number of Assignee) the within Bond and does hereby irrevocably constitute and appoint the Bond Trustee as his agent to transfer the Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within note in every particular, without alteration or enlargement or change whatever. Signature guaranteed: NOTICE: Signature must be guaranteed by in institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. (Authorized Officer) A-6 (5000/09/00083875 DOCv2) EXHIBIT B DECLARATION OF OFFICIAL INTENT For Reimbursement of Expenditures from Bonds/Notes This is a Declaration of Official Intent under U.s. Treasury Regulations for purposes of Sections 103 and 141 to 150 of the Internal Revenue Code of 1986 (the Internal Revenue Code). 1. The Issuer declares that it reasonably expects that the expenditures described in 2. will be reimbursed with the proceeds of bonds (as defined in Section 150 of the Internal Revenue Code). The maximum principal amount of bonds expected to be issued for the project, property, program or purpose toward which the expenditures in 2. are being made is $ 2. Description of capital expenditures to be reimbursed. (Complete eitl\eJ' A. or B. but do not use alternate B. unless the functional purpose of the fund or account is generally descriptive of the purpose of the expenditure.)-- A. Expenditures for (insert a general functional description of property, project, program or purpose): GR B. Expenditures initially made from" and to be reimbursed to the fund or account entitled , the general functional purpose of which fund or account is The undersigned has been authorized by the Issuer to make and sign this Declaration on behalf of the Issuer. Date of Declaration: ST. LUCIE COUNTY, FLORIDA By (Signature) (Type or print Name and Title) Caution: This Declaration of Official Intent will not be effective 1ffiless the notes, bonds or other obligations providing moneys for the reimbursement are issued ;mà tHe rcimbursement is maà€ (by an allocation on the books and records identifying the expenditure as in 2 above) within the applicable period prescribed in the Treasury Regulations. B-1 {5000/09/00083875 ,DOCv2: