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HomeMy WebLinkAbout07-107 Ct\r!t; rl'\tb 'j'\lì¡)J'L/.L NIl') ~¡::_ûJ,Lrt¡ ~1î RESOLUTION NO. 07-107 A RESOLUTION OF ST. LUCIE COUNTY, FLORIDA SUPPLEMENTING A RESOLUTION ADOPTED ON EVEN DATE HEREWITH, AUTHORIZING AND APPROVING THE ISSUANCE OF NOT TO EXCEED $32,500,000 ST. LUCIE COUNTY, FLORIDA, TRANSPORTATION REVENUE BONDS, SERIES 2007, FOR THE PURPOSES DESCRIBED HEREIN; AUTHORIZING THE SALE THEREOF ON A NEGOTIATED BASIS TO RBC CAPITAL MARKETS AND RAYMOND JAMES & ASSOCIATES, INC., SUBJECT TO THE TERMS AND CONDITIONS CONTAINED HEREIN; APPROVING THE FORM OF A BOND PURCHASE AGREEMENT; APPOINTING THE PAYING AGENT AND REGISTRAR; AUTHORIZING THE PURCHASE OF MUNCIP AL BOND INSURANCE AND A DEBT SERVICE RESERVE SURETY POLICY AND APPROVING THE INSURANCE COMMITMENT AND THE SURETY COMMITMENT FROM AMBAC ASSURANCE CORPORATION; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT AND THE FORM OF THE CONTINUING DISCLOSURE CERTIFICATE; PROVIDING CERTAIN OTHER MATTERS RELATING TO THE SERIES 2007 BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Board of County Commissioners (the "Board") of SI. Lucie County, Florida (the "County") adopted Resolution No. 07-106 on the date hereof (the "Master Resolution") authorizing the issuance from time to time of St. Lucie County, Florida Transportation Revenue Bonds; and WHEREAS, the Board deems it necessary, desirable and in the best interests of the health, safety and welfare of the County and its residents to acquire, construct and reconstruct certain transportation improvements within the County, as more particularly described in Exhibit "A" hereto (the "2007 Project"); and WHEREAS, the County is without currently available funds to pay the cost of the 2007 Project, and the Board deems it necessary, desirable and in the best interests of the health, safety and welfare of the County and its residents that the County borrow the money necessary to pay the Costs of the 2007 Project; and WHEREAS, the County currently receives the Gas Tax Revenues, and such Gas Tax Revenues are not pledged or encumbered to pay any other debts or obligations of the County; and WHEREAS, the County is authorized pursuant to the provisions of the Act to pledge the Gas Tax Revenues to secure the payment of the Series 2007 Bonds; and WHEREAS, the Board deems it necessary, desirable and in the best interests of the health, safety and welfare of the County and its residents that the Board pledge the Gas Tax Revenues to secure the payment of the Series 2007 Bonds; and {5000/07/00107581.DOCv5} 1 WHEREAS, the County is in full compliance with all provisions of the Act relating to its eligibility to receive the Gas Tax Revenues; and WHEREAS, the County now wishes to issue its St. Lucie County, Florida Transportation Revenue Bonds, Series 2007, in an aggregate principal amount not to exceed $32,500,000 (the "Series 2007 Bonds"), the form of which is attached hereto as Exhibit "B"; and WHEREAS, the Series 2007 Bonds are being issued to finance and/or reimburse the Costs of the 2007 Project and to pay certain costs relating to the issuance of the Series 2007 Bonds including the cost of purchasing the 2007 Insurance Policy and the 2007 Surety Bond (as such terms are defined herein); and WHEREAS, due to the willingness of the 2007 Underwriters to purchase the Series 2007 Bonds at interest rates favorable to the County and the critical importance of the timing of the sale of the Series 2007 Bonds, it is hereby determined that it is in the best interest of the public and the County to sell the Series 2007 Bonds at a negotiated sale upon meeting the terms and conditions contained herein and in the bond purchase agreement, the form of which is attached hereto as Exhibit "C" (the "2007 Bond Purchase Agreement"); and WHEREAS, the County now desires to award the Series 2007 Bonds at negotiated sale to RBC Capital Markets and Raymond James & Associates, Inc. (the "2007 Underwriters") based on satisfaction of the terms and conditions contained herein; and WHEREAS, the County desires to sell its Series 2007 Bonds subject to the terms and conditions contained herein and in the Master Resolution, and as set forth in the 2007 Bond Purchase Agreement, and to authorize the use and distribution of the Preliminary Official Statement in substantially the form attached hereto as Exhibit "G," subject to the completion of blanks therein, and to approve the execution and distribution of a final Official Statement in connection with the sale and issuance of the Series 2007 Bonds; and WHEREAS, prior to the execution of the 2007 Bond Purchase Agreement, the 2007 Underwriters shall provide the County with all applicable disclosure information required by Section 218.385, Florida Statutes, a copy of which shall be attached to or otherwise included as part of the 2007 Bond Purchase Agreement; and WHEREAS, the County has received from Ambac Assurance Corporation a commitment to provide an Insurance Policy with respect to the Series 2007 Bonds (the "Insurance Commitment") a copy of which is attached hereto as Exhibit "0", and a commitment to provide a debt service reserve fund policy with respect to the Reserve Account (the "Surety Commitment") a copy of which is attached hereto as Exhibit "E"; and WHEREAS, the County now desires to accept the Insurance Commitment and the Surety Commitment; and 15000/07/00107581.DOCv51 2 WHEREAS, the County wishes to appoint Commerce Bank, National Association, as the Paying Agent and Registrar with respect to the Series 2007 Bonds; and WHEREAS, this Resolution shall constitute a Supplemental Resolution under the terms of the Master Resolution; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA: SECTION 1. Master Resolution. AUTHORITY. This Resolution is adopted pursuant to the Act and the SECTION 2. DEFINITIONS. Unless the context requires otherwise, capitalized terms used herein shall have the meanings ascribed in this Section 2. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Master Resolution. "Authorized Investments" means, with respect to the Series 2007 Bonds: (1) Cash (insured at all times by the Federal Deposit Insurance Corporation), (2) Obligations of, or obligations guaranteed as to principal and interest by, the U.s. or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the U.s. including: · U.s. treasury obligations · All direct or fully guaranteed obligations · Farmers Home Administration · General Services Administration · Guaranteed Title XI financing · Government National Mortgage Association (GNMA) · State and Local Government Series (3) Obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America, including: - Export-Import Bank _ Rural Economic Community Development Administration - U.s. Maritime Administration - Small Business Administration _ U.s. Department of Housing & Urban Development (PHAs) - Federal Housing Administration 15000/07/001 07581.DOCv51 3 - Federal Financing Bank (4) Direct obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America; _ Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC). _ Obligations of the Resolution Funding Corporation (REFCORP) _ Senior debt obligations of the Federal Home Loan Bank System _ Senior debt obligations of other Government Sponsored Agencies approved by Ambac (5) U.s. dollar denominated deposit accounts, federal funds and bankers' acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of "P-l" by Moody's and "A-l" or "A-l+" by S&P and maturing not more than 360 calendar days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank); (6) Commercial paper which is rated at the time of purchase in the single highest classification, "P-l" by Moody's and "A-l +" by S&P and which matures not more than 270 calendar days after the date of purchase; (7) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P; (8) Pre-refunded Municipal Obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (A) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of Moody's or S&P or any successors thereto; or (B) (i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph A(2) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate; {5000/07/00107581.DOCv51 4 (9) Municipal Obligations rated "Aaa/AAA" or general obligations of States with a rating of "A2/A" or higher by both Moody's and S&P. (10) Investments in the Local Government Surplus Funds Trust Fund of the State of Florida, created and established pursuant to Part IV, Chapter 218, Florida Statutes, administered by the State Board of Administration (11) Investment Agreements approved in writing by the 2007 Insurer (supported by appropriate opinions of counsel); and (12) other forms of investments (including repurchase agreements) approved in writing by the 2007 Insurer. The value of Authorized Investments shall be determined as follows: (a) For the purpose of determining the amount in any fund or account, all Authorized Investments credited to such fund or account shall be valued at fair market value. The fair market value shall be based on accepted industry standards and from accepted industry providers. Accepted industry providers shall include but are not limited to pricing services provided by Financial Times Interactive Data Corporation, Merrill Lynch, Citigroup Global Markets Inc., Bear Steams, or Lehman Brothers. (b) As to certificates of deposit and bankers' acceptances, the value shall be the face amount thereof, plus accrued interest thereon. (c) As to any investment not specified above, the value thereof shall be established by prior agreement between the County and the 2007 Insurer. "Bond Resolution" means collectively, the Master Resolution and this Resolution. "DTC" means The Depository Trust Company. "Financial Advisor" shall mean Public Financial Management, Inc. or such other entity appointed by the Board. "Letter of Representation" means the blanket letter of representation dated March 2, 1999 entered into by the County with DTe. "Master Resolution" shall mean Resolution No. 07-106, duly adopted by the Board on the date hereof and authorizes from time to time the issuance by the County of Transportation Revenue Bonds. "Paying Agent" and "Registrar" shall mean Commerce Bank, National Association, Jacksonville, Florida, its successors and assigns. 15000/07/00107581.DOCv5} 5 "Rule" shall mean Rule 15c2-12 promulgated by the Securities Exchange Commission of the United States of America. "Series 2007 Bonds" shall mean the County's Transportation Revenue Bonds, Series 2007 authorized in Section 5 herein, in substantially the form attached hereto as Exhibit "B." "2007 Bond Purchase Agreement" shall mean the bond purchase agreement in substantially the form attached hereto as Exhibit "C" and authorized and approved pursuant to Section 7 herein. "2007 Bond Series Certificate" shall mean the certificate of the County Administrator delivered pursuant to Section 7(B) hereof. "2007 Insurance Policy" shall mean the Insurance Policy issued by the 2007 Insurer insuring the payment when due of the principal of and interest on the Series 2007 Bonds. "2007 Insurer" shall mean Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance company. "2007 Official Statement" shall mean the preliminary official statement for the Series 2007 Bonds in substantially the form attached hereto as Exhibit "G" (exhibits omitted), with such completions thereof as are permitted pursuant to the Rule. "2007 Project" shall mean certain transportation expenditures within the County as more particularly described in Exhibit "A" hereto, provided that the Board in its discretion and subject to the advice of the County Attorney and Bond Counsel, may add to, delete from, modify or change the nature, identity or estimated costs of any or all of such transportation expenditures. "2007 Reserve Account Requirement" shall mean, as of any date of calculation, an amount equal to the lesser of (i) Maximum Annual Debt Service for all Outstanding Series 2007 Bonds, (ii) 125% of the average annual debt service for all Outstanding Series 2007 Bonds, or (iii) the maximum amount allowed to be funded from proceeds of tax-exempt obligations and invested at an unrestricted yield pursuant to the Code. "2007 Surety Bond" shall mean the surety bond issued by the 2007 Insurer guaranteeing certain payments into the Debt Service Fund with respect to the Series 2007 Bonds as provided therein and subject to the limitations set forth therein. "2007 Underwriters" shall mean RBC Capital Markets and Raymond James & Associates, Ine. SECTION 3. FINDINGS. The WHEREAS clauses recited above are hereby incorporated herein as part of this Resolution and shall be deemed to be findings of fact by the Board. SECTION 4. AUTHORIZATION OF THE 2007 PROTECT. The Board does hereby authorize the 2007 Project. {5000/07/00107581.DOCv5} 6 SECTION 5. AUTHORIZATION OF SERIES 2007 BONDS. A Series of Bonds entitled to the benefit, protection and security of the Master Resolution is hereby authorized to be issued in an aggregate principal amount of not to exceed $32,500,000 for the principal purpose of financing and/or reimbursing the County for Costs incurred with respect to the 2007 Project and paying certain costs of issuance incurred with respect to the Series 2007 Bonds. Such Series shall be designated as, and shall be distinguished from the Bonds of all other Series by the title "St. Lucie County, Florida Transportation Revenue Bonds, Series 2007," provided the County may change such designation in the event that the total authorized amount of Series 2007 Bonds are not issued in a simultaneous transaction or the Series 2007 Bonds are not issued in calendar year 2007. SECTION 6. DESCRIPTION OF SERIES 2007 BONDS. The Series 2007 Bonds shall be dated as of their date of delivery to the purchaser or purchasers thereof; shall be issued as fully registered Bonds; shall be numbered consecutively from one upward in order of maturity preceded by the letter "R"; shall be in such denominations and shall bear interest at a rate or rates not exceeding the maximum rate permitted by law, payable in such manner and on such dates; shall consist of such amounts of Serial Bonds and Term Bonds; maturing in such amounts or Amortization Installments; shall be payable in such place or places; shall have such Paying Agent and Registrar; and shall contain such redemption provisions; all as provided herein and in the 2007 Bond Purchase Agreement. The text of the Series 2007 Bonds shall be in substantially the form attached hereto as Exhibit "B," with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Chairman prior to the issuance thereof (which necessity and/or desirability and approval shall be presumed by the County's delivery of the Series 2007 Bonds to the purchaser or purchasers thereof). The principal of, or Redemption Price, if applicable, on the Series 2007 Bonds shall be payable upon presentation and surrender of the Series 2007 Bonds at the designated office of the Paying Agent. Interest payable on any Series 2007 Bond on any Interest Date will be paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Date, or, unless otherwise provided by Supplemental Resolution, at the option of the Paying Agent, and at the request and expense of such Holder, by bank wire transfer for the account of such Holder. In the event the interest payable on any Series 2007 Bond is not punctually paid or duly provided for by the County on such Interest Date, such defaulted interest will be paid to the Holder in whose name such Bond shall be registered at the close of business on a special record date for the payment of such defaulted interest as established by notice to such Holder, not less than ten days preceding such special record date. All payments of principal of or Redemption Price, if applicable, and interest on the Series 2007 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 7. SALE OF SERIES 2007 BONDS: DELEGATION OF AUTHORITY TO EXECUTE 2007 BOND PURCHASE AGREEMENT: CONDITIONS OF AUTHORITY. 15000/07100107581.DOCv5} 7 (A) The Board hereby delegates to the Chairman and the County Administrator, individually, the authority (a) to determine (i) the dated date, (ii) the maturity dates and amounts, (iii) the interest rates and payment dates, (iv) the redemption features, (v) the Amortization Installments for the Term Bonds, if any, (vi) the delivery date, and (vii) all other details of the Series 2007 Bonds; and (b) to take such further action as shall be required for carrying out the purposes of the Bond Resolution all with respect to the Series 2007 Bonds; and (c) to execute and deliver, on behalf of the County, the 2007 Bond Purchase Agreement; provided, however, that the Chairman nor the County Administrator shall not take any action pursuant to this Section 7 unless and until they shall have received from the 2007 Underwriters such information as they shall deem necessary, upon the advice of the County's Financial Advisor and the County's Bond Counsel, in order to demonstrate that (i) the par amount of the Series 2007 Bonds is not in excess of $32,500,000, (ii) the true interest cost rate of the Series 2007 Bonds is not more than 5.25%, and (iii) the underwriting discount is not greater than 0.6% of the original principal amount of the Series 2007 Bonds. (B) All actions of the Chairman or the County Administrator taken pursuant to the authority contained in this Section 7 shall be evidenced by a certificate to be executed by the County Administrator (the "2007 Bond Series Certificate") and filed with the Clerk. The execution of the 2007 Bond Series Certificate shall constitute presumptive evidence that the actions of the Chairman or the County Administrator are in accordance with the provisions of this Section 7 and shall constitute official action of the County. (C) Subject to the terms and conditions of this Section 7, the Series 2007 Bonds may be sold in a negotiated sale to the 2007 Underwriters upon the terms and conditions set forth in the Bond Resolution and in the 2007 Bond Purchase Agreement. The form of the 2007 Bond Purchase Agreement is hereby approved together with such deletions, insertions and modifications as may be approved by the County Administrator. The Board hereby authorizes the County Administrator and the Clerk to execute and deliver in the name of and on behalf of the County, the 2007 Bond Purchase Agreement, the form and correctness of which are to be approved by the County Attorney. SECTION 8. CONSTRUCTION FUND. There is hereby created and established a "2007 Project Account" within the St. Lucie County, Florida Transportation Revenue Bonds, Construction Fund established pursuant to Section 3.03 of the Master Resolution. Moneys deposited in the 2007 Project Account shall be used only for payment of 2007 Project Costs, all in the manner and to the extent provided in the Bond Resolution. The balance of any moneys remaining in the 2007 Project Account after the payment of all 2007 Project Costs may, at the discretion of the County, be transferred to any other appropriate fund or account of the County and be used for any lawful purpose. SECTION 9. APPLICATION OF SERIES 2007 BOND PROCEEDS. The proceeds derived from the sale of the Series 2007 Bonds, including accrued interest and premium, if any, shall, simultaneously with the delivery of the Series 2007 Bonds to the purchaser or purchasers thereof, be applied by the County as follows: {5OOO/07/00107581.DOCv51 8 (A) Accrued interest, if any, shall be deposited in the Debt Service Fund and shall be used only for the purpose of paying the interest which shall thereafter become due on the Series 2007 Bonds. (B) A sufficient amount of the Series 2007 Bond proceeds shall be applied to the payment of costs and expenses relating to the issuance of the Series 2007 Bonds which must be paid upon delivery of the Series 2007 Bonds. Such amount may, at the option of the County, be deposited in and disbursed from a 2007 Cost of Issuance Subaccount, which is authorized to be created in the 2007 Project Account of the Construction Fund. (C) A sufficient amount of Series 2007 Bond proceeds shall be deposited in the Reserve Account which, together with any moneys and securities on deposit therein and any surety bond, irrevocable letter of credit, guaranty or insurance policies obtained in accordance with Section 3.03(C)(4) of the Master Resolution, shall equal the 2007 Reserve Account Requirement. (D) The balance of the Series 2007 Bond proceeds shall be deposited in the 2007 Project Account of the Construction Fund to be used to pay the Costs of the 2007 Project. SECTION 10. APPLICATION OF PROVISIONS OF MASTER RESOLUTION. The Series 2007 Bonds shall be issued under and secured by the Master Resolution and shall be executed and delivered in the manner as set forth in the Master Resolution, with such additional changes and insertions therein as conform to the provisions of the Bond Purchase Agreement, and such execution and delivery shall be conclusive evidence of the approval thereof by such officers. SECTION 11. FURTHER AUTHORITY. The members of the Board and the County's officers, attorneys and other agents and employees are hereby authorized and directed to execute any and all certifications or other instruments or documents required by the Bond Resolution, the Bond Purchase Agreement or any other document referred to above as a prerequisite or precondition to the issuance of the Series 2007 Bonds and any such representation made therein shall be deemed to be made on behalf of the County. All action taken to date by the officers of the County in furtherance of the issuance of the Series 2007 Bonds is hereby approved, confirmed and ratified. SECTION 12. 2007 INSURANCE POLICY. The 2007 Insurance Policy which guarantees the scheduled payment of principal of and interest on the Series 2007 Bonds when due is hereby authorized to be purchased from the 2007 Insurer, or any successor thereto or assignee thereof, in accordance with the Insurance Commitment attached hereto as Exhibit "D," and payment for the 2007 Insurance Policy is hereby authorized from Series 2007 Bond proceeds. The County Administrator is hereby authorized to execute such Insurance Commitment. To the extent of any inconsistency between the provisions of the Insurance Commitment and provisions otherwise contained in the Bond Resolution, the provisions of the Bond Resolution shall prevail. A statement of insurance is hereby authorized to be printed on or attached to the Series 2007 Bonds for the benefit and information of the Series 2007 Bondholders. 15000/07/001 0758] DOCv51 9 So long as the Series 2007 Bonds are Outstanding and insured by the 2007 Insurance Policy, the County hereby makes the following covenants and agreements for the benefit of the 2007 Insurer: (1) Payment Procedure Under the 2007 Insurance Policy. As long as the 2007 Insurance Policy shall be in full force and effect, the Paying Agent agrees to comply with the following provisions: (a) At least one (1) Business Day prior to all Interest Dates the Paying Agent will determine whether there will be sufficient funds in the funds and accounts to pay the principal of or interest on the Series 2007 Bonds on such Interest Date. If the Paying Agent determines that there will be insufficient funds in such funds or accounts, the Paying Agent shall so notify the 2007 Insurer. Such notice shall specify the amount of the anticipated deficiency, the Series 2007 Bonds to which such deficiency is applicable and whether such Series 2007 Bonds will be deficient as to principal or interest, or both. If the Paying Agent has not so notified the 2007 Insurer at least one (1) business day prior to an Interest Date, the 2007 Insurer will make payments of principal or interest due on the Series 2007 Bonds on or before the first (1st) Business Day next following the date on which the 2007 Insurer shall have received notice of nonpayment from the Paying Agent. (b) the Paying Agent shall, after giving notice to the 2007 Insurer as provided in (a) above, make available to the 2007 Insurer and, at the 2007 Insurer's direction, to The Bank of New York, in New York, New York, as insurance trustee for the 2007 Insurer or any successor insurance trustee (the "Insurance Trustee"), the registration books of the Paying Agent maintained by the County and all records relating to the Funds and Accounts maintained under the Master Resolution and this Resolution. (c) the Paying Agent shall provide the 2007 Insurer and the Insurance Trustee with a list of Series 2007 Bondholders entitled to receive principal or interest payments from the 2007 Insurer under the terms of the 2007 Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the Series 2007 Bondholders entitled to receive full or partial interest payments from the 2007 Insurer and (ii) to pay principal upon Series 2007 Bonds surrendered to the Insurance Trustee by the Series 2007 Bondholders entitled to receive full or partial principal payments from the 2007 Insurer. (d) the Paying Agent shall, at the time it provides notice to the 2007 Insurer pursuant to (a) above, notify Series 2007 Bondholders entitled to receive the payment of principal or interest thereon from the 2007 Insurer (i) as to the fact of such entitlement, (ii) that the 2007 Insurer will remit to them all or a part of the interest payments next coming due upon proof of the Series 2007 Bondholder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the Series 2007 Bondholder's right to payment, (iii) that should they be entitled to receive full payment of principal from the 2007 Insurer, they must surrender their Series 2007 Bonds (along with an appropriate instrument of assignment in form satisfactory 15000/07/001 07581. DOCv51 10 to the Insurance Trustee to permit ownership of such Series 2007 Bonds to be registered in the name of the 2007 Insurer) for payment to the Insurance Trustee, and (iv) that should they be entitled to receive partial payment of principal from the 2007 Insurer, they must surrender their Series 2007 Bonds for payment thereon first to the Paying Agent who shall note on such Series 2007 Bonds the portion of the principal paid by the Paying Agent and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal. (e) in the event that the Paying Agent has notice that any payment of principal of or interest on a 2007 Bond which has become Due for Payment and which is made to a Series 2007 Bondholder by or on behalf of the Paying Agent has been deemed a preferential transfer and theretofore recovered from its Series 2007 Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall, at the time the 2007 Insurer is notified pursuant to (a) above, notify all Series 2007 Bondholders that in the event that any Series 2007 Bondholder's payment is so recovered, such Bondholder will be entitled to payment from the 2007 Insurer to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to the 2007 Insurer its records evidencing the payments of principal of and interest on the Series 2007 Bonds which have been made by the Paying Agent and subsequently recovered from Series 2007 Bondholders and the dates on which such payments were made. (f) in addition to those rights granted the 2007 Insurer under this Resolution, the 2007 Insurer shall, to the extent it makes payment of principal of or interest on Series 2007 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the 2007 Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Paying Agent shall note the 2007 Insurer's rights as subrogee on the registration books of the Paying Agent maintained by the Paying Agent upon receipt from the 2007 Insurer of proof of the payment of interest thereon to the Series 2007 Bondholders, and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent shall note the 2007 Insurer's rights as subrogee on the registration books of the County maintained by the Paying Agent upon surrender of the Series 2007 Bonds by the Series 2007 Bondholders thereof together with proof of the payment of principal thereof. (2) General Covenants and Agreements. As long as the 2007 Insurance Policy shall be in full force and effect, the County agrees to comply with the following provisions: (a) The County hereby covenants and agrees that it shall reimburse the 2007 Insurer for any amounts paid under the 2007 Insurance Policy and all costs of collection thereof and enforcement of this Resolution, the Master Resolution, and any other documents executed in connection with this Resolution, together with interest thereon, from the date paid or incurred by the 2007 Insurer until payment thereof in full by the County, payable at {50oo/07/00107581.DOCv51 11 the Insurer Payment Rate (as hereinafter defined), including without limitation (to the extent permitted by applicable law) interest on claims paid by 2007 Insurer in respect of interest on the Series 2007 Bonds. Such payment obligation shall be payable on demand and on a parity with, and from the same sources and secured by the same security as, regularly scheduled principal and interest payments in respect of the Series 2007 Bonds. For purposes of the foregoing, "Insurer Payment Rate" shall mean the lesser of (a) the maximum rate permissible under applicable usury or similar laws limiting interest rates and (b) the greater of (i) the then applicable highest rate of interest on the Series 2007 Bonds and (ii) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank, N.A. ("Chase") at its principal office in the City of New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such change is announced by Chase) plus 3 percent. The Insurer Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event that Chase ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such national bank as 2007 Insurer shall specify. (b) All notices required to be sent to the 2007 Insurer shall be sent to the following address: The Ambac Assurance Corporation One State Street Plaza New York, New York 10004 Attention: Surveillance Department (c) Except during any period when the 2007 Insurer is in default of its obligations under the 2007 Insurance Policy, the 2007 Insurer shall have the following rights, privileges and benefits: (i) The County shall mail a copy of its annual audit report and such additional information as it shall request to the 2007 Insurer, at the address provided in paragraph (b) above. (ii) The 2007 Insurer shall have the right to direct an accounting of the Pledged Revenues at the County's expense, and any failure by the County to comply within 30 days of receipt of written notice of such direction from the 2007 Insurer shall be deemed an event of default hereunder, provided that, if compliance cannot occur within such period, then such period will be extended if compliance is begun within such period and diligently pursued, but only if such extension does not adversely affect the interests of the Series 2007 Bondholders. (iii) Any reorganization or liquidation plan with respect to the County must be acceptable to the 2007 Insurer to the extent that the right of such approval is vested in or granted to the Series 2007 Bondholders. 15000/07/00107581. DOCv51 12 (iv) The 2007 Insurer shall be provided with (i) any certificate provided with respect to the Pledged Funds, (ii) each Continuing Disclosure Certificate, and (iii) a full transcript of any proceedings relating to the execution of any supplemental resolution hereto. Notices to the 2007 Insurer shall be sent to the address specified above. (v) The County will permit the 2007 Insurer to discuss the affairs, finances and accounts of the County or other information the 2007 Insurer may reasonably request regarding the Pledged Funds with appropriate County officials. The County will permit the 2007 Insurer to have access to the 2007 Project and to make copies of all books and records relating to the Series 2007 Bonds at any reasonable time. (vi) The County shall promptly notify the 2007 Insurer of (i) any failure by the County to provide notices or certificates required under the Master Resolution and herein, (ii) the occurrence of any event of default hereunder or (iii) any deficiency in the amounts required to be on deposit in the Debt Service Fund. (vii) The 2007 Insurer shall be notified of any resignation, removal or replacement of the Paying Agent; further, provided that the 2007 Insurer shall have the right to approve any successor Paying Agent. The consent of the 2007 Insurer shall be required for the removal and/or replacement of the Paying Agent. (viii) Any provision of this Resolution expressly recognizing or granting rights in or to the 2007 Insurer may not be amended in any manner which affects the 2007 Insurer without the prior written consent of the 2007 Insurer; the 2007 Insurer shall be entitled to charge the County a reasonable fee in connection with the giving of any consent to, or otherwise in connection with, any amendment to this Resolution so long as the 2007 Insurance Policy is in effect and the 2007 Insurer is not in default thereunder. (d) Upon the occurrence and continuance of an Event of Default, the 2007 Insurer shall be deemed to be the sole owner of the Series 2007 Bonds for purposes of (A) directing and controlling the enforcement of all rights and remedies with respect to the Series 2007 Bonds, including any waiver of an Event of Default and removal of any trustee, and (B) exercising any voting right or privilege or giving any consent or direction or taking any other action that the Series 2007 Bondholders are entitled to take pursuant to Article VI of the Master Resolution. The County shall provide the 2007 Insurer immediate notice of any Event of Default described in Section 6.01 of the Master Resolution. (e) Notwithstanding anything in the Master Resolution to the contrary, in the event that the principal and/or interest due on the Series 2007 Bonds shall be paid by the 2007 Insurer pursuant to the 2007 Insurance Policy, the Series 2007 Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the County, and the assignment and pledge of the Pledged Funds and all covenants, {5000/07/00107581.DOCv51 13 agreements and other obligations of the County to the Series 2007 Bondholders shall continue to exist and shall run to the benefit of the 2007 Insurer, and the 2007 Insurer shall be subrogated to the rights of such Bondholders. SECTION 13. 2007 SURETY BOND. The 2007 Surety Bond is hereby authorized to be purchased from the 2007 Insurer in accordance with the Surety Commitment attached hereto as Exhibit "E", and payment for the 2007 Surety Bond is hereby authorized from Series 2007 Bond proceeds. The County Administrator is hereby authorized to execute such Surety Commitment. To the extent of any inconsistency between the provisions of the Surety Commitment and provisions otherwise contained in the Bond Resolution, the provisions of the Bond Resolution shall prevail. The form of the Guaranty Agreement attached to such Surety Commitment is hereby approved by the County, and the County hereby authorizes the Chairman and the Clerk to execute and deliver said Guaranty Agreement in the name of and on behalf of the County, the form and correctness of which to be approved by the County Attorney, all of the provisions of which, when executed and delivered by the County as authorized herein shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. As long as the 2007 Surety Bond is in effect, the following provisions shall apply: (I) Payments under the 2007 Surety Bond. As long as the 2007 Surety Bond shall be in full force and effect, the County and Paying Agent agree to comply with the following provisions: (a) In the event and to the extent that moneys on deposit in the Debt Service Fund, plus all amounts on deposit in and credited to the Reserve Account in excess of the amount of the 2007 Surety Bond, are insufficient to pay the amount of principal and interest coming due, then upon the later of: (i) one (1) day after receipt by the General Counsel of the 2007 Insurer of a demand for payment in the form attached to the 2007 Surety Bond as Attachment 1 (the "Demand for Payment"), duly executed by the Paying Agent certifying that payment due under the Master Resolution has not been made to the Paying Agent; or (ii) the payment date of the Series 2007 Bonds as specified in the Demand for Payment presented by the Paying Agent to the General Counsel to the 2007 Insurer, the 2007 Insurer will make a deposit of funds in an account with the Paying Agent or its successor sufficient for the payment to the Paying Agent, of amounts which are then due to the Paying Agent under the Master Resolution (as specified in the Demand for Payment) up to but not in excess of the 2007 Reserve Account Requirement; provided, however, that in the event that the amount on deposit in, or credited to, the Reserve Account in addition to the amount available under the 2007 Surety Bond, includes amounts available under a letter of credit, insurance policy, 2007 Surety Bond or other such funding instrument (the "Additional Funding Instrument"), draws on the 2007 Surety Bond and the Additional Funding Instrument shall be made on a pro rata basis to fund the insufficiency. (b) the County or Paying Agent shall, after submitting to the 2007 Insurer the Demand for Payment as provided in (a) above, make available to the 2007 Insurer an records relating to the Funds and Accounts maintained under this Resolution. 15000/07/00107581.DOCvSI 14 (c) the County or Paying Agent shall, upon receipt of moneys received from the draw on the 2007 Surety Bond, as specified in the Demand for Payment, credit the Reserve Account to the extent of moneys received pursuant to such Demand. (d) the Reserve Account shall be replenished in the following priority: (i) principal and interest on the 2007 Surety Bond and on the Additional Funding Instrument shall be paid from first available Pledged Funds on a pro rata basis; (ii) after all such amounts are paid in full, amounts necessary to fund the Reserve Account to the required level, after taking into account the amounts available under the 2007 Surety Bond and the Additional Funding Instrument, shall be deposited from next available Pledged Funds. SECTION 14. PAYING AGENT AND REGISTRAR. Commerce Bank, National Association, Jacksonville, Florida (the "Bank") is hereby appointed as the Paying Agent and Registrar with respect to the Series 2007 Bonds. The Chairman and the Clerk or any other appropriate officers of the County are hereby authorized to execute an agreement, the form and correctness of which to be approved by the County Attorney, with the Bank to act as Paying Agent and Registrar. SECTION 15. BOOK-ENTRY ONLY SYSTEM. The County has entered into the Letter of Representation with DTC. It is intended that the Series 2007 Bonds be registered so as to participate in a global book-entry system with DTC as set forth herein and in such Letter of Representation. The Series 2007 Bonds shall be initially issued in the form of a single fully registered bond of each maturity. Upon initial issuance, the ownership of such Series 2007 Bonds shall be registered by the Registrar in the name of Cede & Co., as nominee for DTC. With respect to Series 2007 Bonds registered by the Registrar in the name of Cede & Co., as nominee of DTC, the County, Registrar and Paying Agent shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which DTC holds Series 2007 Bonds from time to time as securities depositary (each such broker-dealer, bank or other financial institution being referred to herein as a "Depository Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Series 2007 Bonds (each such person being herein referred to as an "Indirect Participant"). Without limiting the immediately preceding sentence, the County, Registrar and Paying Agent shall have no responsibility or obligation with respect to (a) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to the ownership interest in the Series 2007 Bonds, (b) the delivery to any Depository Participant or any Indirect Participant or any other person, other than a registered owner of a Series 2007 Bond as shown in the bond register, of any notice with respect to the Series 2007 Bonds, including any notice of redemption or (c) the payment to any Depository Participant or Indirect Participant or any other person, other than a registered owner of a Series 2007 Bond as shown in the bond register, of any amount with respect to principal of, premium, if any, or interest on, the Series 2007 Bonds. No person other than a registered owner of a Series 2007 Bond as shown in the bond register shall receive a Series 2007 Bond certificate with respect to any Series 2007 Bond. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered owners of the Series 2007 Bonds appearing as 15000/07/00107581. DOCv51 15 registered owners of the Series 2007 Bonds in the registration books maintained by the Registrar at the close of business on regular record date, the name "Cede & Co." in this Resolution shall refer to such new nominee of DTC. In the event that (a) the County determines that DTC is incapable of discharging its responsibilities described herein and in the Letter of Representation, (b) the Agreement among the County, the Paying Agent and DTC evidenced by the Letter of Representation shall be terminated for any reason or (c) the County determines that it is in the best interests of the beneficial owners of the Series 2007 Bonds that they be able to obtain certificated Series 2007 Bonds, the County shall notify DTC of the availability through DTC of Series 2007 Bond certificates and the Series 2007 Bonds shall no longer be restricted to being registered in the bond register in the name of Cede & Co., as nominee of DTC. At that time, the County may determine that the Series 2007 Bonds shall be registered in the name of and deposited with a successor depository operating a universal book- entry system, as may be acceptable to the County, or such depository's agent or designee, and if the County does not select such alternate universal book-entry system, then the Series 2007 Bonds may be registered in whatever name or names registered owners of Series 2007 Bonds transferring or changing Series 2007 Bonds designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Resolution to the contrary, so long as any Series 2007 Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Series 2007 Bond and all notices with respect to such Series 2007 Bond shall be made and given, respectively, in the manner provided in the Letter of Representation. SECTION 16. CONTINUING DISCLOSURE. The County hereby covenants and agrees that, in order to assist the 2007 Underwriters in complying with the continuing disclosure requirements of Rule 15c2-12 of the Securities and Exchange Commission with respect to the Series 2007 Bonds, it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate to be executed by the County prior to the time the County delivers the Series 2007 Bonds to the 2007 Underwriters, as it may be amended from time to time in accordance with the terms thereof. The form of the Continuing Disclosure Certificate, attached hereto as Exhibit "F," is hereby approved together with such omission, additions and modification as may be approved by the Chairman. The County hereby authorizes the Chairman, Director and the Clerk to execute and deliver said Continuing Disclosure Certificate in the name of and on behalf of the County, the form and correctness of which to be approved by the County Attorney. Notwithstanding any other provision of this Resolution, failure of the County to comply with such Continuing Disclosure Certificate shall not be considered an Event of Default under the Master Resolution. However, the Continuing Disclosure Certificate shall be enforceable by the Series 2007 Bondholders in the event that the County fails to cure a breach thereunder within a reasonable time after written notice from a Series 2007 Bondholder to the County that a breach exists. Any rights of the Series 2007 Bondholders to enforce the provisions of the covenant shall be on behalf of all Series 2007 Bondholders and shall be limited to a right to obtain specific performance of the County's obligations thereunder. SECTION 17. APPROVAL OF 2007 OFFICIAL STATEMENT. The Board hereby authorizes the use and distribution of the Preliminary Official Statement in substantially the form 15000/07/00107581. DOCv5 16 attached hereto as Exhibit "G," and the execution and distribution of the 2007 Official Statement in connection with the sale and issuance of the Series 2007 Bonds with such completions and changes as are permitted by the Rule and necessary to effect the final terms of the Series 2007 Bonds. SECTION 18. REPEALING CLAUSE. All prior resolutions of the Board inconsistent with the provisions of this Resolution are hereby amended and supplemented to conform with the provisions herein contained and, except as may otherwise amended and supplemented hereby, the Master Resolution shall remain in full force and effect. SECTION 19. SEVERABILITY OF INVALID PROVISIONS. If anyone or more of the covenants, agreements or provisions of this Resolution shall 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 separable from the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Series 2007 Bonds issued hereunder. SECTION 20. NO THIRD PARTY BENEFICIARY. Except as may be expressly described in the following paragraph or in the Master Resolution, nothing in the Bond Resolution or in the Series 2007 Bonds, expressed or implied, is intended or shall be construed to confer upon anyone of another entity other than the County, the Series 2007 Bondholders any right, remedy or claim, legal or equitable, under and by reason of the Bond Resolution or any provision thereof, or of the Series 2007 Bonds, all provisions hereof and thereof being intended to be and being for the sole and exclusive benefit of the County, the Series 2007 Bondholders from time to time. To the extent that the Bond Resolution confers upon, gives or grants the 2007 Insurer any right, remedy or claim under or by reason of the Bond Resolution the 2007 Insurer is hereby explicitly recognized as being a third party beneficiary under the Bond Resolution and may enforce any such right, remedy or claim confirmed, given or granted hereunder. SECTION 21. NO PERSONAL LIABILITY. Neither the members of the Board nor any person executing the Series 2007 Bonds shall be personally liable therefor or be subject to any personal liability or accountability by reason of the issuance thereof. 15000/07/00107581.DOCv51 17 SECTION 22. its adoption. EFFECTIVE DATE. This Resolution shall take effect immediately upon held. PASSED AND ADOPTED this 27th day of March 2007, at a regular meeting duly called and _.::'>:.,:............ L~\ (SEAL) ~~.ò( ~,<~:,\ ~ I /~--+--~ ~ \ "~~ ~if '" \: ¡ J, \, \' '~: :~,' ..:j/ ATTEST: / ST. LUCIE COUNTY, FLORIDA c Cl rk of the Circuit Court, Ex-officio Clerk of the Board APPROVED AS TO FORM AND COR ECTNESS: t 15000/07/001075Bl.DOCv51 18 EXHIBIT A 2007 PROJECT DESCRIPTION The 2007 Project shall consist of the following transportation improvements: Description Kings Highway Widening (SR 70 to US 1) Kings Highway and Indrio Road Intersection Kings Highway and Orange Avenue Intersection Kings Highway and Angle Road Intersection Jenkins Road Extension Taylor Dairy Road Extension Juanita Avenue Sidewalks Angle Road Sidewalk Sidewalks Indian River Drive Shoreline Restoration Midway Road Widening (Turnpike to 25th St) Sidewalks - Port SI. Lucie Prima Vista Blvd Reconstruction Estimated Cost $2,200,000 $3,500,000 $2,500,000 $6,250,000 $1,600,000 $ 500,000 $1,400,000 $1,500,000 $1,100,000 $ 350,000 $7,850,000 $2,000,000 $1,263,522 15000/07/00107581. DOCv5} A-I EXHIBIT B FORM OF SERIES 2007 BOND Financial Guaranty Insurance Policy No. (the "Policy") with respect to payments due for principal of and interest on this Bond has been issued by Ambac Assurance Corporation (" Ambac Assurance"). The Policy has been delivered to The Bank of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The Policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from Ambac Assurance or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this Bond acknowledges and consents to the subrogation rights of Ambac Assurance as more fully set forth in the Policy. No.R-_ $ UNITED STATES OF AMERICA STATE OF FLORIDA ST. LUCIE COUNTY TRANSPORTATION REVENUE BOND, SERIES 2007 Interest Rate Maturity Date Date of Issue CUSIP % August 1, _ ~- Registered Holder: Cede & Co. Principal Amount: KNOW ALL MEN BY THESE PRESENTS, that SI. Lucie County, Florida, a political subdivision of the State of Florida (the "County"), for value received, hereby promises to pay, solely from the Pledged Funds hereinafter described, to the Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and interest on such Principal Amount from the Date of Original Issue identified above or from the most recent interest payment date to which interest has been paid at the Interest Rate per annum identified above on February 1 and August 1 of each year commencing August 1, 2007, until such Principal Amount shall have been paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. 15000/07/00107581.DOCv51 B-1 Such Principal Amount and interest and the premium, if any, on this Bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Such Principal Amount and the premium, if any, on this Bond, are payable, upon presentation and surrender hereof, at the designated corporate trust office of Commerce Bank, National Association, Jacksonville, Florida, as Paying Agent. Payment of each installment of interest shall be made to the person in whose name this Bond shall be registered on the registration books of the County maintained by Commerce Bank, National Association, Jacksonville, Florida, as Registrar, at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding each interest payment date and shall be paid by a check or draft of such Paying Agent mailed to such Registered Holder at the address appearing on such registration books or, at the option of such Paying Agent, and at the request and expense of such Registered Holder, by bank wire transfer for the account of such Holder. In the event interest payable on this Bond is not punctually paid or duly provided for by the County on such interest payment date, payment of each installment of such defaulted interest shall be made to the person in whose name this Bond shall be registered at the close of business on a special record date for the payment of such defaulted interest as established by notice to such Registered Holder, not less than ten days preceding such special record date. This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $ (the "Bonds") of like date, tenor and effect, except as to maturity date, interest rate, denomination and number, issued to finance and/or reimburse the cost of roads, bridges, and other transportation improvements within the County, under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 125, Florida Statutes, Sections 206.60, 336.021 and 336.025, Florida Statutes, certain ordinances of the County, hereinafter described, and other applicable provisions of law (collectively, the "Act"), and Resolution No. 07- 106, duly adopted by the Board of County Commissioners of the County (the "Board") on March 27, 2007, as supplemented by Resolution No. 07-107, duly adopted by the Board on March 27,2007, (collectively, the "Resolution"), and is subject to all the terms and conditions of the Resolution. Capitalized undefined terms used herein shall have the meaning ascribed thereto in the Resolution. This Bond and the interest thereon are payable from and secured solely by a lien upon and a pledge of Gas Tax Revenues, and until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in certain of the funds and accounts established by the Resolution (collectively, the "Pledged Funds"), all in the manner and to the extent described in the Resolution. It is expressly agreed by the Registered Holder of this Bond that the full faith and credit of the County, the State of Florida, or any political subdivision thereof, are not pledged to the payment of the principal, premium, if any, and interest on this Bond and that such Holder shall never have the right to require or compel the exercise of any taxing power of the County, the State of Florida, or any political subdivision thereof, to the payment of such principal, premium, if any, or interest. This Bond and the obligation evidenced hereby shall not constitute a lien upon the 2007 Project or on any other property of or in the County other than the Pledged Funds, and shall constitute a lien only on, and shall be payable solely from, the Pledged Funds in the manner and to the extent described in the Resolution. 15000/07/001 07581. DOCv5} B-2 This Bond is transferable in accordance with the terms of the Resolution only upon the books of the County kept for that purpose at the designated corporate trust office of the Registrar by the Registered Holder hereof in person or by such Holder's attorney duly authorized in writing, upon the surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Holder or such Holder's attorney duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor, and upon the payment of the charges, if any, therein prescribed. The Bonds are issuable in the form of fully registered Bonds in the denominations of $5,000 and integral multiples thereof, not exceeding the aggregate principal amount of the Bonds maturing on the same date. The County, the Registrar and any Paying Agent may treat the Registered Holder of this Bond as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and shall not be affected by any notice to the contrary. The County and the Registrar shall not be obligated to make any exchange or transfer of the Bonds during the fifteen days next preceding an interest payment date, or in the case of any proposed redemption of the Bonds, then, during the fifteen days next preceding the date of the first mailing of notice of such redemption. [INSERT REDEMPTION PROVISIONS] Notice of redemption, unless waived, is to be given by the Registrar by mailing an official redemption notice by registered or certified mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the Registered Holders of the Bonds to be redeemed at such Holders' addresses shown on the registration books maintained by the Registrar or at such other addresses as shall be furnished in writing by such Registered Holders to the Registrar. Provided, however, that no defect in any such notice to any Registered Holder of Bonds to be redeemed nor failure to give such notice to any such Registered Holder nor failure of any such Registered Holder to receive such notice shall in any manner defeat the effectiveness of a call for redemption as to all other Registered Holders of Bonds to be redeemed. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the County shall default in the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear interest. Any notice of optional redemption given pursuant to the Resolution may state that it is conditional upon receipt by the Paying Agent of moneys sufficient to pay the redemption price, plus interest accrued to the redemption date, or upon the satisfaction of any other condition, or that it may be rescinded upon the occurrence of any other event, and any conditional notice so given may be rescinded at any time before payment of such redemption price and accrued interest if any such condition so specified is not satisfied or if any such other event occurs. Notice of such rescission shall be given by the Paying Agent to affected Holders of Bonds as promptly as practicable upon the failure of such condition or the occurrence of such other event. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond, exist, have happened \50oo/07/00107581.DOCv5} B-3 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 the Bonds does not violate any constitutional or statutory limitations or provisions. Neither the members of the Board of the County nor any person executing this Bond shall be liable personally hereon or be subject to any personal liability or accountability by reason of the issuance hereof. This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Registrar. {5000/07/001 07581.DOCv51 B-4 IN WITNESS WHEREOF, SI. Lucie County, Florida has issued this Bond and has caused the same to be executed by the manual or facsimile signature of the Chairman and attested by the manual or facsimile signature of its Clerk, and its official seal or a facsimile thereof to be affixed or reproduced hereon, all as of the Date of Issue. ST. LUCIE COUNTY, FLORIDA [SEAL] By Chairman, Board of County Commissioners A TrEST: Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners {5000/07/00107581.DOCv51 B-5 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the issue described in the within-mentioned Resolution. DATE OF AUTHENTICATION: COMMERCE BANK, NATIONAL ASSOCIATION Registrar By: Authorized Officer {5000/07/00107581.DOCv51 B-6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto [Insert Name, Address, Social Security or Other Identifying Number of Assignee] the within Bond and does hereby irrevocably constitute and appoint as attorneys to register the transfer of the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. {SOOO/07/00107581.DOCv5} B-7 The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common TEN ENT as tenants by the entireties JT TEN-- as joint tenants with right of survivorship and not as tenants in common UN IF TRANS MIN ACT -- (Cust.) Custodian for under Uniform Transfer to Minors Act of (State) Additional abbreviations may also be used though not in the list above. B-8 15000/07/001075S1.DOCv51 {5000/07 /00107581.DOCv5} EXHIBIT C FORM OF 2007 BOND PURCHASE AGREEMENT C-l EXHIBIT D INSURANCE COMMITMENT D-l 15000/07/00107581.DOCv51 EXHIBIT E SURETY COMMITMENT E-l 15000/07/001 07581. DOCv5 {5000/07/00107581.DOCv51 EXHIBIT F FORM OF CONTINUING DISCLOSURE CERTIFICATE F-I 15000/07/00107581.DOCv5} EXHIBIT G FORM OF PRELIMINARY OFFICIAL STATEMENT G-l