HomeMy WebLinkAbout08-257
RESOLUTION NO. 08-257
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST.
LUCIE COUNTY, FLORIDA, SUPPLEMENTING RESOLUTION NO. 94-196;
PROVIDING FOR THE BORROWING OF $150,000 TO REFUND AMOUNTS
PREVIOUSLY DRAWN UNDER A SUNTRUST LINE OF CREDIT TO FINANCE
THE COST OF WATER IMPROVEMENTS WITHIN THE LAKE DRIVE
MUNICIPAL SERVICES BENEFIT UNIT IN THE COUNTY AS PREVIOUSLY
AUTHORIZED BY THE BOARD; PROVIDING FOR A TERM LOAN FROM
SUNTRUST BANK TO THE COUNTY IN SUCH PRINCIPAL AMOUNT
PURSUANT TO THE COMMIlMENT OF SUNTRUST DATED JUNE 9,.2006;
PROVIDING FOR THE ISSUANCE OF A $150,000 SPECIAL ASSESSMENT
IMPROVEMENT BOND, SERIES 2008A (LAKE DRIVE MSBU), AS EVIDENCE OF
THE COUNTY'S OBLIGATION TO REPAY SUCH TERM LOAN; PROVIDING
FOR THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN
THE COUNTY AND THE BANK CONTAINING TERMS AND CONDITIONS
RELATING TO SUCH LOAN; PROVIDING FOR THE PAYMENT OF THE BOND
FROM CERTAIN PLEDGED REVENUES, INCLUDING SPECIAL ASSESSMENTS;
AUTHORIZING FURTHER OFFICIAL ACTION.IN CONNECTION WITH THE
DELIVERY OF THE BOND AND THE LOAN AGREEMENT; AND PROVIDING
AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE
COUNTY, FLORIDA:
Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the
provisions of the Act, Section 5.01(F) of the Master Resolution and Resolution No. 06-264, adopted
on August 22, 2006 (the "Commitment Resolution"), and is supplemental to the Master Resolution
and the Commitment Resolution.
Section2. Definitions. The following terms shall have the following meanmgs when used
in this resolution unless the context clearly requires otherwise. Words importing singular number
shall include the plural number in each case and vice versa, and words importing persons shall
include firms and corporations. Capitalized terms used herein and not otherwise defined shall
have the meanmg set forth in the Master Resolution or the Loan Agreement.
"Act" means Chapter 125, Part I, Florida Statutes; County Ordinance No. 87-77, as
amended; and other applicable provisions of law.
"Bank" means SunTrust Bank, a corporation organized and existing under the laws of the
State of Georgia, acting through its offices in West Palm Beach, Florida.
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"Board" means the Board of County Commissioners, as the governing body of the County.
"Bond Resolution" means, collectively, the Master Resolution, the Commitment
Resolution, this resolution and all resolutions amendatory thereof or hereof and supplemental
thereto or hereto.
"Chairman" means the Chairman of the Board, or in the Chairman's absence, the Vice
Chairman.
"Clerk" means the Clerk of the Circuit Court of St. Lucie County, Florida, or, in the Clerk's
absence, any Deputy Clerk.
"Commitment" means the commitment submitted to the County by the Bank, dated June 9,
2006.
"Commitment Resolution" means Resolution No. 06-264, adopted August 22, 2006,
accepting the Bank's Commitment to provide both interim and permanent loans to the.County to
finance various MSBU Projects.
"County" m.eans St. Lucie County, Florida, a political subdivision of the State of Florida.
"County Administrator" means the County Administrator of the County.
"Lake Drive MSBU" means the MSBU established pursuant to Resolution No. 05-232,
adopted by the Board on June 7, 2005.
"Lake Drive MSBU Assessment Resolutions" means, collectively, Resolution No. 07-026,
adopted January 16, 2007, and Resolution No. 06-190, adopted July 8, 2008.
"Lake Drive MSBU Assessments" means the special assessments levied within the Lake
Drive MSBU pursuant to the Lake Drive MSBU Assessment Resolutions.
"Lake Drive MSBU Bond" means the Special Assessment Improvement Bond, Series 2008A
(Lake Drive MSBU), of the County, which shall be in substantially the form attached to the Loan
Agreement as Exhibit A.
"Lake Drive MSBU Project" means the water utility improvements within the Lake Drive
MSBU in order to connect the properties to the regional water utility system.
"Lake Drive MSBU Project Costs" means all or a portion of the cost of undertaking the
Lake Drive MSBU Project including, but not limited to: construction costs of the improvements;
acquisition of any lands, engineering, legal, accounting, and financial expenses; expenses for
estimates of costs and of revenues; expenses for plans, specifications and surveys; fees of fiscal
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agents, financial advisors or consultants; administrative expenses, capitalization of interest for a
reasonable period of time after date of issuance and delivery of the Lake Drive MSBU Bond,
establishment of reasonable reserves for payment of Debt Service; expenses and costs of issuance;
reimbursement to the County for any sums heretofore expended for the foregoing purposes;
repayment of the advance made under the Line Of Credit; and such other costs and expenses as
may be necessary or incidental to the financing or refinancing of the Lake Drive MSBU Project.
"Line of Credit" means the principal amount of $10,000,000 made available by the Bank to
the County to finance the engineering and construction of capital projects within municipal
services benefit units and approved by the County pursuant to the provisions of the Commitment
Resolution, and a Loan Agreement, dated as of September 18, 2006, between the County and the
Bank.
"Loan" means the advance of moneys from the Bank to the County pursuant to the Loan
Agreement.
"Loan Agreement" means the Loan Agreement between the Bank and the County setting
forth the terms and details of the Loan, in substantially the form attached hereto as Exhibit A, with
such modifications and changes thereto as shall be approved by the Chairman, upon the advice of
the County Attorney, such approval to be evidenced by the Chairman's execution thereof.
"Master Resolution" means Resolution No. 94-196, adopted on September 20, 1994, as
amended by Resolution No. 95-183, adopted on September 5, 1995, and as further amended from
time to time.
"Paying Agent" means the Clerk of the Circuit Court of the County.
"Prior Loan" means the advance of moneys to the County pursuant to the Line of Credit
for advances made for Lake Drive MSBU Project Costs.
Section 3. Findings. It is hereby found, declared, and determined by the Board:
(A) The County has heretofore authorized (1) the creation of the Lake Drive MSBU;
(2) the undertaking of the Lake Drive MSBU Project; and (3) the levy and collection of the Lake
Drive MSBU Assessments to pay the Lake Drive MSBU Project Costs. The County has
outstanding the Prior Loan, the proceeds of which were used to finance Lake Drive MSBU
Project Costs.
(B) The County has completed the Lake Drive MSBU Project and collected
prepayments of Lake Drive MSBU Assessments, and it is necessary to borrow moneys to be
applied together with the prepayments of the Lake Drive MSBU Assessments to repay the Prior
Loan and to pay other Lake Drive MSBU Project Costs.
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(C) Pursuant to the Commitment Resolution, the Commitment of the Bank to
provide permanent financing for MSBU Projects, including the Lake Drive MSBU Project, has
been accepted by the County.
(D) It is necessary and desirable and in the best interest of the County to authorize
and approve the execution and delivery of the Loan Agreement, the Lake Drive MSBU Bond,
and the taking of all other action in connection with the consummation of the Loan.
(E) The Board has accepted the Commitment of the Bank to provide the Loan. Because
of the complex nature of the Loan, the Lake Drive MSBU Bond and the Loan Agreement, the
nature of the.security for the Loan, and the fact that the Lake Drive MSBU Bond is not expected to
be rated or insured, it is in the best interests of the County to sell the Lake Drive MSBU Bond to,
and to obtain the Loan from, the Bank pursuant to a negotiated placement and in accordance with
the terms of the Commitment.
(F) The obligation of the County to repay the Lake Drive MSBU Bond in accordance
with its terms and to make the payments required under the Loan Agreement is hereby
declared to be and shall be a special, limited obligation of the County, secured solely by the
Lake Drive MSBU Assessments. The obligation of the County to repay the Lake Drive MSBU
Bond in accordance with its terms and to make any other payments, if any, required under the
Lake Drive MSBU Bond or the Loan Agreement shall not be or constitute a general obligation or
indebtedness of the County and neither the Lake Drive MSBU Bond nor the Loan Agreement
shall be or constitute a "bond" of the County within the meaning of Article VII, Section 12,
Florida Constitution (1968). Neither the Bank nor any successor owner of the Lake Drive MSBU
Bond shall be entitled to compel the levy of ad valorem taxes by the County to pay the principal
of and interest on the Lake Drive MSBU Bond or to make any payments required under the
terms of the Loan Agreement. Furthermore, the obligation of the County to repay the Lake
Drive MSBU Bond in accordance with its terms and to make the payments, if any, required
under the Loan Agreement shall not constitute a lien upon or pledge of an interest in the Lake
Drive MSBU Project or any other property of or in the County, but shall constitute a lien only
upon the Lake Drive MSBU Assessments.
Section 4. Authorization of Lake Drive MSBU Bond. Subject and pursuant to the
provisions hereof and in accordance with the provisions of the Loan Agreement and the
Commitment, the issuance by the County of the Special Assessment Improvement Bond, Series
2008A (Lake Drive MSBU), in a principal amount not to exceed One Hundred Fifty Thousand
Dollars ($150,000), to be in the exact principal amount, to be dated, to bear interest, to be payable,
to mature, to be subject to redemption and to have such other characteristics as provided in the
Lake Drive MSBU Bond and the Loan Agreement, and to be secured solely by the Lake Drive
MSBU Assessments, is hereby authorized.
Section 5. Approval of Form of Loan Agreement and Lake Drive MSBU Bond. The
Loan Agreement and the Lake Drive MSBU Bond are hereby approved, and the Chairman and
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Clerk are hereby authorized to execute and deliver the Loan Agreement and the Lake Drive
MSBU Bond to the Bank.
Section 6. Authorization of Other Action. The Chairman, the Clerk, the County
Administrator, and the County Attorney are each designated agents of the County in connection
with the execution and delivery of the Loan Agreement and the Lake Drive MSBU Bond and the
repayment of the Prior Loan and are authorized and empowered, collectively or individually, to
take all action and steps to execute and deliver any and all instruments, documents or contracts on
behalf of the County which are necessary or desirable in connection with the execution and
delivery of the Loan Agreement and the Lake Drive MSBU Bond to the Bank and the repayment of
the Prior Loan, including, but not limited to, the making of modifications to the Loan Agreement
and the Lake Drive MSBU Bond to conform the provisions thereof to the provisions of. the
Commihnent.
Section 7. Application of Proceeds of Loan. The proceeds of the Loan shall be applied
solely to repayment of the Prior Loan and payment of Lake Drive MSBU Project Costs.
Section 8. Repeal of Inconsistent Provisions. All resolutions or parts thereof in conflict
with this resolution are hereby repealed to the extent of such conflict.
Section 9. Severability. If anyone or more of the covenants, agreements, or provisions of
this resolution should be held contrary to any express provision of law or contrary to the policy of
express law, though not expressly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void
and shall be deemed separate from the remaining covenants, agreements or provisions, and in no
way affect the validity of all other provisions of the Resolution or of the Lake Drive MSBU Bond or
Loan Agreement delivered hereunder.
Section 10. Amendment. This resolution may not be amended or repealed except with the
prior written consent of the Bank.
Section 11. Effective Date. This resolution shall take effect immediately upon its adoption.
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Passed and Adopted this 5th day of August 2008, at a regular meeting duly called and,held.
(SEAL)
ST. LUCIE COUNTY, FLORID.A
m
A TIEST:
By: V\,
Clerk of the
Clerk of the Board
APPROVED AS TO FORM AND
CORRECTNESS:
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EXHIBIT A
FORM OF LOAN AGREEMENT
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TERM LOAN AGREEMENT
between
ST. LUCIE COUNTY, FLORIDA
and
SUNTRUST BANK
Dated August -' 2008
Relating to
St. Lucie County, Florida
$150,000
Special Assessment Improvement Bond, Series 2008A
(Lake Drive MSBU)
T!4BLE OF CONTENTS
~
SECTION 1. DEFINITIONS................................................................................................................... 1
SECTION 2. INTERPRETATION.......................................................................................................... 4
SECTION 3. THE LOAN........................................................................................................................ 4
SECTION 4. DESCRIPTION OF LAKE DRIVE MSBU BOND .......................................................... 5
SECTION 5. EXECUTION OF LAKE DRIVE MSBU BOND ............................................................. 5
SECTION 6. REGISTRATION AND TRANSFER OF LAKE DRIVE MSBU BOND .......................5
SECTION 7. LAKE DRIVE MSBU BOND MUTILATED, DES1ROYED, STOLEN OR LOST ...... 6
SECTION 8. FORM OF LAKE DRIVE MSBU BOND ......................................................................... 6
SECTION 9. SECURITY FOR LAKE DRIVE MSBU BOND; LAKE DRIVE MSBU BOND NOT
DEBT OF THE COUNTY........................................................................................................................ 6
SECTION 10. COVENANTS OF THE COUNTY ................................................................................ 7
SECTION 11. REPRESENTATIONS AND WARRANTIES ............................................................... 8
SECTION 12. CONDITIONS PRECEDENT ........................................................................................ 8
SECTION 13. TAX COMPLIANCE...................................................................................................... 9
SECTION 14. NOTICES.......................................................................................................................... 9
SECTION 15. EVENTS OF DEFAULT DEFINED .....................................:....................................... 10
SECTION 16. REMEDIES..................................................................................................................... 10
SECTION 17. NO RECOURSE............................................................................................................ 11
SECTION 18. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAyS.................... 11
SECTION 19. AMENDMENTS, CHANGES AND MODIFICATIONS.......................................... 11
SECTION 20. BINDING EFFECT........................................................................................................ 11
SECTION 21. SEVERABILITY............................................................................................................. 11
SECTION 22. EXECUTION IN COUNTERP ARTS........................................................................... 11
SECTION 23. APPLICABLE LAW...................................................................................................... 12
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This TERM LOAN AGREEMENT is made and entered into as of August --' 2008, by and
between ST. LUCIE COUNTY, FLORIDA (the "County"), and SUNlRUST BANK (the "Bank").
WITNESSETH:
WHEREAS, the County has previously determined that it is necessary, desirable and in
the best interests of the County and its inhabitants that the County undertake the Lake Drive
MSBU Project hereinafter described, and that the Lake Drive MSBU Project will serve essential
public purposes of the County; and
WHEREAS, the County has previously determined to pay the Lake Drive MSBU Project
Costs with the proceeds of the Prior Loan, and it is necessary that funds be made available to the
County in order to retire the Prior Loan and to provide permanent financing for the Lake Drive
MSBU Project, and
WHEREAS, pursuant to the Commitment, a copy of which is attached hereto as Exhibit B,
the Bank has proposed to lend the County funds to permanently finance draws on the Line of
Credit, including funds necessary to finance the Lake Drive MSBU Project Costs; and
WHEREAS, the County has determined that it is in the best interest of the health, safety,
and welfare of the County and the inhabitants thereof that the County pledge the Lake Drive
MSBU Assessments to secure the obligation of the County to repay the principal of and interest
on the Lake Drive MSBU Bond when due; and
WHEREAS, the obligation of the County to repay principal of and interest on the Lake
Drive MSBU Bond will not constitute a general obligation or indebtedness of the County as a
"bond" within the meaning of any provision of the Constitution of the State, but shall be and is
hereby declared to be a special, limited obligation of the County, secured solely by a lien upon
and pledge of the Lake Drive MSBU Assessments in the manner provided herein. The County is
not authorized and cannot be compelled to levy taxes on any property of or in the County to pay
the priricipal of or interest on the Lake Drive MSBU Bond or to make any other payments
provided for herein. Furthermore, neither the Lake Drive MSBU Bond nor the interest thereon
shall be or constitute a lien upon the Lake Drive MSBU Project. or upon any other property of or
in the County;
NOW, THEREFORE, in .consideration of the premises and the mutual covenants herein
set forth and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties do hereby agree as follows:
SECTION 1. DEFINITIONS. The following terms shall have the following meanings
herein, unless the text otherwise expressly requires:
"Act" means Chapter 125, Part I, Florida Statutes; as amended, Ordinance No. 87-77 duly
enacted by the Board, as amended, and other applicable provisions of law.
" Authorized County Representative" means the County Administrator or his delegate.
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"Authorized Investments" means any obligations, deposit certificates, or other evidences
of indebtedness legal for investment pursuant to law, to the extent not inconsistent with theterms
of the investment policy of the County and applicable law.
"Bank" means SunTrust Bank, a Georgia banking corporation, with offices located at 501
South Flagler Drive, 2nd Floor, West Palm. Beach, Florida 33401.
"Board" means the Board of County Commissioners of the County, as the governing body
of the County.
"Bond Counsel" means Bryant Miller Olive P.A., or any other attorney at law or a firm
of attorneys, designated by the Board, of nationally recognized standing in matters pertaining
to the tax-exempt nature of interest on bonds issued by states and their political subdivisions,
duly admitted to the practice of law before the highest court of any state of the United States of
America selected by the County.
"Business Day" means any day of the year other than a day on which the Bank, or the
County are lawfully closed for business.
"Chairman" means the Chairman of the Board of County Commissioners of the County,
or, in the Chairman's absence, the Vice-Chairman of the Board of County Commissioners, or such
other person as may be duly authorized to act on the Chairman's behalf.
"Clerk" means the Clerk of the Circuit Court for St. Lucie, County, or, in the Clerk's
absence, any Deputy Clerk duly authorized to execute documents or take other action, as the case
may be, on the Clerk's behalf.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commitment" means the commitment submitted to the County by the Bank, dated June
9,2006, and accepted and approved by the Commitment Resolution.
"Commitment Resolution" means Resolution No. 06-264, adopted August 22, 2006,
accepting the Bank's Commitment to provide both interim and permanent loans to the County to
finance various MSBU Projects.
"County" means St. Lucie County, Florida.
"County Administrator" means the County Administrator, as the chief operating officer of
the County.
"Default" means an Event of Default as defined and described in Section 16 hereof.
"Disbursement Date" means August -.J 2008, or such other date on which proceeds of the
Loan are disbursed to the County.
"Fiscal Year" means the period from each October 1 to the succeeding September 30.
"Interest Rate" means the rate per annum set forth in the form of Bond attached hereto as
Exhibit A, subject to adjustment as provided in Schedule I to the Lake Drive MSBU Bond.
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'\
"Lake Drive MSBU" means the MSBU established pursuant to Resolution No. 05-232,
adopted by the Board on June 7, 2005.
"Lake Drive MSBU Assessment Resolutions" means, collectively, Resolution No. 07-026,
adopted January 16, 2007, and Resolution No. 06-190, adopted July 8, 2008.
"Lake Drive MSBU Assessments" means the special assessments levied within the Lake
Drive MSBU pursuant to the Lake Drive MSBU Assessment Resolutions.
"Lake Drive MSBU Bond" means the Special Assessment Improvement Bond, Series
2008A (Lake Drive MSBU), of the County, which shall be in substantially the form attached
hereto as Exhibit A.
"Lake Drive MSBU Project" means the water utility improvements within the Lake Drive
MSBU in order to connect the properties to the regional water utility system.
"Lake Drive MSBU Project Costs" means all or a portion of the cost of undertaking the
Lake Drive MSBU Project including, but not limited to: construction costs of the improvements;
acquisition of any lands, engineering, legal, accounting, and 4nancial expenses; expenses for
estimates of costs and of revenues; expenses for plans, specifications and surveys; fees of fiscal
agents, financial advisors or consultants; administrative expenses, capitalization of interest for a
reasonable period of time after date of issuance and delivery Of the Lake Drive MSBU Bond,
establishment of reasonable reserves for payment of Debt Service; expenses and costs of issuance;
reimbursement to the County for any sums heretofore expended for the foregoing purposes;
repayment of the advance made under the Line Of Credit; and such other costs and expenses as
may be necessary or incidental to the financing or refinancing of the Lake Drive MSBU Project.
"Line of Credit" means the principal amount of $10,000,000 made available by the Bank to
the County to finance the engineering and construction of capital projects within municipal
services benefit units and approved by the County pursuant to the provisions of the Commitment
Resolution, and a Loan Agreement, dated as of September 18, 2006, between the County and the
Bank. .
"Loan" means the advance of moneys from the Bank to the County pursuant to the Loan
Agreement.
"Loan Agreement" means this agreement between the Bank and the County setting forth
the terms and details of the Loan.
"Master Resolution" means Resolution No. 94-196, adopted by the Board on September
20, 1994, as amended by Resolution No. 95-183, adopted on September 5, 1995, and as further
amended from time to time.
"Maturity Date" means the last date on which all remaining, outstanding principal of the
Lake Drive MSBU Bond is due as shown on Exhibit A hereto.
"MSBU" means a Municipal Services Benefit Unit created pursuant to resolution of the
Board adopted from time to time.
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,
"Paying Agent" means the Clerk of the Circuit Court of the County.
"Payment Date" means the dates on which interest on the Lake Drive MSBU Bond is
payable, as shown on Exhibit A, hereto.
"Person" or words importing persons, means firms, associations, partnerships (including
without limitation, general and limited partnerships), joint ventures, societies, estates, trusts,
corporations, public or governmental bodies, other legal entities, and natural persons.
"Prepayment Date" means any date of prepayment of the principal of the Loan by the
County, whether in whole or in part.
"Principal Amount" means One Hundred Fifty Thousand Dollars ($150,000).
"Prior Loan" means the advance of moneys to the County pursuant to the Line of Credit
for advances made for Lake Drive MSBU Project Costs.
"Register" means the books maintained by the Registrar in which are recorded the name
and address of the Registered Owner of the Lake Drive MSBU Bond.
"Registered Owner" means the person in whose name the ownership of the Lake Drive
MSBU Bond is registered on the books maintained by the Registrar. The Registered Owner shall
be the Bank.
"Registrar" means the Person maintaining the Register. The Registrar shall initially be the
Clerk.
"Regulations" means the Income Tax Regulations promulgated by the Internal Revenue
Service under Sections 103 and 141 through 150 of the Code.
"Resolution" means, collectively, the Master Resolution and Resolution No. 08---1
adopted by the Board on August 5, 2008, and all resolutions amendatory thereof and
supplemental thereto.
"State" means the State of Florida.
SECTION 2. INTERPRETATION. Unless the context clearly requires otherwise, words of
masculine gender shall be construed to include correlative words of the feminine and neuter
genders and vice versa, and words of the singular number shall be construed to include
correlative words of the plural number and vice versa. This Loan Agreement and all the terms
and provisions hereof (a) have been negotiated between the County and the Bank; (b) shall not be
construed strictly in favor of or against either party hereto; and (c) shall be construed to effectuate
the purpose set forth herein and to. sustain the validity hereof.
SECTION 3. THE LOAN.
A. beaR. The Bank hereby makes and the County hereby accepts the Loan, upon the
terms and conditions set forth herein.
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B. Disbursement of Proceeds. Proceeds of the Loan shall be made available by the
Bank to the County by deposit of the principal amount thereof to or for the order of the County
by 12:00 p.m. on the Disbursement Date in immediately available funds.
SECTION 4. DESCRIPTION OF LAKE DRIVE MSBU BOND. The obligation of the
County to repay the Loan shall be evidenced by the Lake Drive MSBU Bond. The Lake Drive
MSBU Bond shall be dated. as of the Disbursement Date; shall mature as.set forth therein; shall be
in registered form; and shall bear interest from its date until payment of the principal amount
thereof, at the Interest Rate. Interest shall be payable as set forth on Exhibit A, calculated on the
basis of a 360-day year consisting of twelve 30-day months, from its date as to principal at the
Interest Rate shown on Exhibit A hereto. The Lake Drive MSBU Bond may be prepaid in whole or
in part prior to maturity without penalty.
SECTION 5. EXECUTION OF LAKE DRIVE MSBU BOND. The Lake Drive MSBU Bond
shall be executed in the name of the County by the Chairman and attested by the Clerk, and its
corporate seal or a facsimile thereof shall. be affixed thereto or reproduced thereon. The Lake
Drive MSBU Bond may be signed and sealed on behalf of the County by any person who at the
actual time of. the execution of such Lake Drive MSBU Bond shall hold the appropriate office in
the County, although at the date thereof the person may not have been so authorized. The Lake
Drive MSBU Bqnd may be executed by the facsimile signatures of the Chairman and/or Clerk,
provided that atleast one of the foregoing signatures must be a manual signature.
SECTION 6. REGISTRATION AND TRANSFER OF LAKE DRIVE MSBU BOND. The
Lake Drive MSBU Bond shall be and shall have all the qualities and incidents of a negotiable
instrument under the Uniform Commercial Code-Investment Securities Laws of the State of
Florida, and each Registered Owner, in accepting the Lake Drive MSBU Bond, shall be
conclusively deemed to have agreed that such Lake Drive MSBU Bond shall be and have all of
the qualities and incidents of negotiable instruments thereunder.
There shall be a Registrar who shall be responsible for maintaining the Register. The
person in whose name ownership of the Lake Drive MSBU Bond is shown on the Register shall
be deemed the Registered Owner thereof by the County and the Registrar, who may treat the
Registered Owner as the absolute owner of the Lake Drive MSBU Bond for all purposes, whether
or not the Lake Driv~ MSBU Bond shall be overdue, and any notice to the contrary shall not be
binding upon the County or the Registrar.
Ownership of the Lake Drive MSBU Bond may be transferred only upon the Register.
Upon surrender to the Registrar for transfer or exchange of the Lake Drive MSBU Bond
accompanied by an assignment or written authorization for exchange, whichever is applicable,
duly executed by the Registered Owner or its attorney duly authorized in writing, the Registrar
shall deliver :in the name of the Registered Owner or the transferee or transferees, as the case may
be, a new fully registered Lake Drive MSBU Bond of the same amount, maturity and interest rate
as the Lake Drive MSBU Bond surrendered.
The Lake Drive MSBU Bond presented for transfer, exchange, redemption or payment (if
so required by the County or the Registrar) shall be accompanied by Ii written instrument or
instruments of transfer or authorization for exchange, in form and with guaranty of signature
satisfactory to the County or the Registrar, duly executed by the Registered Owner or by his duly
authorized attorney.
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The County and the Registrar may charge the Registered Owner a sum sufficient to
reimburse them for any expenses incurred in making any exchange or transfer after the first such
exchange or transfer following the delivery of such Lake Drive MSBU Bond. The Registrar or the
County may also require payment from the Registered Owner or his transferee, as the case may
be, of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in
relation thereto. Such charges and expenses shall be paid before any such new Lake Drive MSBU
Bond shall be delivered.
The new Lake Drive MSBU Bond delivered upon any transfer or exchange shall be a valid
obligation of the County, evidencing the same debt as the Lake Drive MSBU Bond surrendered,
shall be secured under this Loan Agreement, and shall be entitled to all of the security and
benefits hereof to the same extent as the Lake Drive MSBU Bond surrendered.
Whenever the Lake Drive MSBU Bond shall be delivered to the Registrar for cancellation,
upon payment of the principal amount thereof, or for replacement, transfer or exchange, such
Lake Drive MSBU Bond shall be cancelled and destroyed by the Registrar, and counterparts of a
certificate of destruction evidencing such destruction shall be furnished to the County. /
SECTION 7. LAKE DRIVE MSBU BOND MUTILATED, DESTROYED, STOLEN OR
LOST. In case the Lake Drive MSBU Bond shall be mutilated, or be destroyed, stolen or lost,
upon the Registered Owner furnishing the Registrar satisfactory indemnity and complying with
such other reasonable regulations and conditions as the County may prescribe and paying such
expenses as the County may incur, the Registrar shall issue and deliver a new Lake Drive MSBU
Bond of like tenor as the Lake Drive MSBUBond so mutilated, destroyed, stolen or lost, in lieu of
or substitution for the .Lake Drive MSBU Bond, if any, destroyed, stolen or lost, or in exchange
and substitution. for such mutilated Lake Drive MSBU Bond, upon surrender of such mutilated
Lake Drive MSBU Bond, if any, to the Registrar and the cancellation thereof; provided however,
if the Lake Drive MSBU Bond shall have matured or be about to mature, instead of issuing a
substitute .Lake Drive MSBU Bond, the County may pay the same, upon being indemnified as
aforesaid, iandif such Lake Drive MSBU Bond be lost, stolen or destroyed, without surrender
thereof. Any Lake Drive MSBU Bond surrendered under the terms of this Section 7 shall be
cancelled by the Registrar.
Any such new Lake Drive MSBU Bond issued pursuant to this section shall constitute an
original, additional contractual obligation on the part of the County whether or not, as to the new
Lake Drive MSBU Bond, the lost, stolen or destroyed Lake Drive MSBU Bond be at any time
found by anyone, and such new Lake Drive MSBU Bond shall be entitled. to equal and
proportionate benefits and rights as to security for payment to the same extent as the Lake I)rive
MSBU Bond originally issued hereunder.
SECTION 8. FORM OF LAKE DRIVE MSBU BOND. The Lake Drive MSBU Bond shall
be in substantially the form of Exhibit A hereto, with such variations, omissions and insertions as
may be necessary, desirable and authorized or permitted by this Loan Agreement.
SECTION 9. SECURITY FOR LAKE DRIVE MSBU BOND; LAKE DRIVE MSBU BOND
C NOT DEBT OF THE COUNTY. The payment of the principal of and interest on the Lake Drive
MSBU Bond shall be secured forthwith solely by the Lake Drive MSBU Special Assessments. The
principal of and interest on the Lake Drive MSBU Bond shall not constitute a general obligation
or indebtedness of the County, and the Registered Owner shall never have the right to or compel
the levy of taxes upon any property of or in the County for the payment of the principal of and
6
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interest on the Lake Drive MSBU Bond. The Lake Drive MSBU Bond shall not be secured by, nor
constitute, a lien upon the Lake Drive MSBU Project or upon any money of or in the County, but
shall be secured solely by the Lake Drive MSBU Special Assessments in the manner provided
herein.
SECTION 10. COVENANTS OF THE COUNTY. Until the principal of and interest on the
Lake Drive MSBU Bond shall have been paid in full or until (a) there shall have been set apart in
the Sinking Fund a sum sufficient to pay when due the entire principal of and interest accrued
and to accrue on the Lake Drive MSBU Bond to the Maturity Date, or (b) provision for payment
of the Lake Drive MSBU Bond shall have been made in accordance with the provisions of this
Loan Agreement, .the County covenants with the Registered. Owner of the Lake Drive MSBU
Bond as follows:
A. Collcction of f~Gscssmcnts. The County will levy the Lake Drive MSBU
Assessments in amounts sufficient to pay the principal and interest on the Lake Drive MSBU
Bond in each year; will collect the Lake Drive MSBU Assessments in the manner specified in
Section 197.3632, Florida Statutes; and will apply and deposit the proceeds of the Lake Drive
MSBU Assessments into the "Lake Drive MSBU Bond Sinking Fund", hereby created and
established (the "Sinking Fund"), and a Reserve Account therein. The County will maintain the
Sinking Fund as a separate, special fund on the books and records of the County, and will
continuously secure the moneys on deposit therein in the manner required for deposits of public
funds.
B. Rcscrve f~ccount. On the Disbursement Date the County will deposit amounts
required pursuant to the Commitment into the Reserve Account and covenants to maintain such
amounts therein required pursuant to the Commitment, such moneys to be used to pay principal
of and interest on the Bond if, at any time the amount on deposit in the Sinking Fund is
insufficient to pay the debt service on the Bond.
C. Payments. The County will punctually pay from the Sinking Fund all principal of
and interest on the Lake Drive MSBU Bond when due by wire transfer or other medium
acceptable to the County and the Bank.
D. Pinancial Statements. Not later than the earlier of 210 days following the end of
each fiscal year or 45 days after it is prepared, the County will provide the Bank a copy of the
Comprehensive Annual Financial Report of the County and such other information regarding the
levy and collection of the Lake Drive MSBU Assessments as the Bank may reasonably request in
writing.
E. i^...nnual Budgct and Other Information. The County will prepare its annual
budget in accordance with the Act, and will provide to the Bank (i) a copy of its final annual
budget for each fiscal year within 30 days of adoption thereof by the Board and (ii) such other
public information as the Bank may reasonably request.
F. Tax Compliance. The County will take all actions necessary to maintain the
exclusion from gross income for purposes of the Code of interest on the Bond to the same extent
as on the date of issuance of the Lake Drive MSBU Bond. The Lake Drive MSBU Bond is not a
"qualified tax-exempt obligation" within the meaning of Section 265(b )(3) of the Code.
7
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G. Other Covenants. The County shall comply with such additional covenants as
may be required by the Bank pursuant to the provisions relating to term loans contained in the
Commitment and specified in Exhibit B attached hereto.
SECTION 11. REPRESENTATIONS AND WARRANTIES. The County represents and
warrants to the Bank that:
A. Organization. The County is a political subdivision, duly organized and existing
under the laws of the State of Florida.
B. .\uthorization of Lo;:m .^<greement and Related Documents. The County has the
power and has taken all necessary action to authorize the execution and delivery of and the
performance by the County of its obligations under, this Loan Agreement and the Lake Drive
MSBU Bond in accordance with their respective terms. This Loan Agreement and the Lake Drive
MSBU Bond have been duly executed and delivered by the County and are valid and binding
obligations of the County, enforceable against the County in accordance with their respective
terms, except to the extent that such enforcement may be limited by laws regarding bankruptcy,
insolvency, reorganization or moratorium applicable to the County or by general principles of
equity regarding the availability of specific performance.
C. Lake Dri'le MSBU Special .^<ssessments. The County has duly adopted the Lake
Drive MSBU Assessment Resolutions and complied with all requirements of applicable law in
connection with. the levy of the Lake Drive MSBU Asse~sments. The Loan further complies with
the provisions of the Commitment, i.e., (1) the principal amount of the Lake Drive MSBU Bond
does not exceed twenty percent (20%) of the aggregate taxable value of the parcels subject to the
Lake Drive MSBU Assessments, (2) there are not less than ten (10) individual parcels subject to
the Lake Drive MSBU Assessments, and (3) no individual owner of record of parcels subject. to
the Lake Drive MSBU Assessments owns parcels with a combined taxable value greater than
forty percent (40%) of the aggregate taxable value of all parcels subject to the Lake Drive MSBU
Assessments.
D. Financial Statements. The financial statements of the County for the Fiscal Year
ended September 3D, 2007, previously provided to the Bank have been prepared in accordance
with generally accepted accounting principles and present fairly the financial condition of the
County as of such date and the results of its operations for the period then ended. Since such
date, there has been no material adverse change in the financial condition, revenues, properties or
operations of the County.
SECTION 12. CONDITIONS PRECEDENT. The obligation of the Bank to make the Loan
is subject to the satisfaction of each of the following conditions precedent on or before the
Disbursement Date:
A. Action. The Bank shall have received a copy of the Resolution certified as
complete and correct as of the closing. date, together with an executed Loan Agreement, the
executed Lake Drive MSBU Bond, and the customary closing certificates.
B. Incumbency of Officers. The Bank shall have received an incumbency certificate
of the County in respect of each of the officers who is authorized to sign this Loan Agreement and
the related financing documents on behalf of the County.
8
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C. Opinion of Counsel to the County. The Bank shall have received a written
opinion of the County Attorney addressing matters relating to (1) the corporate existence of the
County; (2) the due adoption of the Resolution; (3) the due authorization and execution of this
Loan Agreement and the Lake Drive MSBU Bond and the related financing documents; and (4)
the absence of litigation against the County relating to its existence or powers, or the proceedings
for the authorization and issuance of the Lake Drive MSBU Bond, in form and substance
satisfactory to the Bank.
D. Opinion of Bond Counsel. The Bank shall have received an approving opinion of
Bond Counselor, alternatively, a letter from Bond Counsel.authorizing the Bank to' rely on the
approving opinion of Bond Counsel delivered to the County in respect to the Lake Drive MSBU
Bond to the same extent as if such opinion were addressed to the Bank.
E. Representations und Warrnntics; No Default. The representations and warranties
made by the County herein shall be true and correct in all material respects on and as of the
Disbursement Date, as if made on and as of such date; no Default shall have occurred and be
continuing as of the Disbursement Date or will result from the consummation of the Loan; and
the Bank shall have received a certificate from the County to the foregoing effect.
F. Other DoCUments. The Bank shall have received such other documents,
certificates and opinions as the Bank or its counsel shall have reasonably requested.
SECTION 13. TAX COMPLIANCE. Neither the County, nor any third party over whom
the County has. control, will make.any use. of the proceeds of the Lake Drive MSBU Bond at any
time during the term hereof' which would cause the Lake Drive MSBU Bond to be a "private
activitybondlf within the meaning of Section 103(b)(1) of the Code or an "arbitrage bond" within
the meaning of Section 103(b )(2) .of the Code. The County covenants throughout the term of the
LakeDrive MSBUBond, to comply with the requirements of the Code and the Regulations, as
amended from time to time, with respect to the Loan and the Lake Drive MSBU Bond.
SECTION 14. NOTICES. All notices, certificates or other communications hereunder
shall be sufficiently given and shall be deemed given when hand delivered, delivered by
telecopier, mailed by. registered or certified mail, postage prepaid, or delivered by courier service
to the parties at the following addresses:
County:
St. Lucie County, Florida
2300 Virginia Avenue
Fort Pierce, Florida 34982-5652
Attention: County Administrator
Copy to:
St. Lucie County, Florida
2300 Virginia Avenue
Fort Piece, Florida 34982-5652
Attention: County Attorney
9
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Bank:
SunTrust Bank
Institutional and Governmental Banking
501 South Flagler Drive, 2nd Floor
West Palm Beach, Florida 33401
Attention: John Winn, First Vice President
PH: 561/835-2677 and FX: 561/835-2640
Any of the above parties may, by notice in writing given to the others, designate any further or
different addresses to which subsequent notices, certificates or other communications shall be
sent. Communication via telecopier shall be confirmed by delivery by hand, mail, or courier, as
specified above, of an original promptly after such communication by telecopier.
SECTION 15. EVENTS OF DEFAULT DEFINED. The following shall be "Events of
Default Ullder this Loan Agreement, and the terms "Default" and "Events of Default" shall mean
(except where the context clearly indicates otherwise), anyone or more of the following events:
A. failure by the County to make any payment of principal of or interest on the Bond
within three (3) days of the applicable Payment Date or the Maturity Date.
" B. failure by the County to observe and perform any other covenant, condition or
agreement on its part to be observed or performed under this Loan Agreement for a period of
thirty (30) days after written notice of such failure shall have been delivered to the County by the
Bank, unless the Bank shall agree in writing to an extension of such time prior to its expiration;
C. the making of any warranty, representation or other statement by the County or
by an officer or agent of the County in this Loan Agreement or in any instrument furnished in
compliance with or in reference to this Loan Agreement which is false or misleading in any
material adverse respect;
D. the filing of a petition against the County under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect, if an order for relief is entered under such petition or such
petition is not dismissed within sixty (60) days of such filing;
E. the filing by the County of a voluntary petition in bankruptcy or seeking relief
under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or
the consent by the County to the filing of any petition against it under such law; or
F. the admission by the County of its insolvency or bankruptcy or its inability to pay
its debts as they become due or that it is generally not paying its debts as such debts become due,
or the County's becoming insolvent or bankrupt or making an assignment for the benefit of
creditors, or the appointment by court order of a custodian (including without limitation a
receiver, liquidator or trustee) of the County or any of its property taking possession thereof and
such order remaining in effect or such possession continuing for more than sixty (60) days.
SECTION 16. REMEDIES. The Registered Owner may sue to protect and enforce any and
all rights, including the right to specific performance, existing under the laws of the State of
Florida or of the United States of America, or granted and contained in this Loan Agreement, and
to enforce and compel the performance of all duties required by this Loan Agreement or by any
10
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applicable laws to be performed by the County, the Board or by any officer thereof, and may take
all steps to enforce this Loan Agreement to the full extent permitted or authorized by the laws of
the State of Florida .or the United States of America, including acceleration of all amounts
outstanding under this Loan Agreement or the Lake Drive MSBU Bond.
THE COUNTY AND THE REGISTERED OWNER OF THE LAKE DRIVE MSBU
BOND EACH WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THE LAKE DRIVE
MSBU BOND OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH, THE LAKE
DRIVE MSBU BOND OR THIS LOAN AGREEMENT.
SECTION 17. NO RECOURSE. No recourse shall be had for the payment of the principal
of and interest on the Lake Drive MSBU Bond or for any claim based on the Lake Drive MSBU
Bond or on this Loan Agreement, against any present or former member or officer of the Board or
any person executing the Lake Drive MSBU Bond.
SECTION 18. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. In any
case where the date for making any payment or the last date for performance of any act or the
exercise of any right, as provided in this Loan Agreement, shall be other than a Business Day,
then such payment or performance shall be made on the succeeding Business Day with the same
force and effect as if done on the nominal date provided in this Loan Agreement, provided that
interest on any monetary obligation hereunder shall accrue at the applicable rate to and including
the date of such payment.
SECTION 19. AMENDMENTS, CHANGES AND MODIFICATIONS. This Loan
Agreement may be amended only in writing signed by both parties hereto.
SECTION 20. BINDING EFFECT. To the extent provided herein, this Loan Agreement
shall be binding upon the County and the Bank and shall inure to the benefit of the County and
the Bank and their respective successors and assigns.
SECTION 21. SEVERABILITY. In the event any court of competent jurisdiction shall hold
any provision of this Loan Agreement invalid or unenforceable, such holding shall not invalidate
or render unenforceable any other provision hereof.
SECTION 22. EXECUTION IN COUNTERPARTS. This Loan Agreement may be
simultaneously executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
11
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SECTION 23. APPLICABLE LAW. This Loan Agreement shall be governed by and
construed in accordance with the laws of the State.
IN WITNESS WHEREOF, the parties hereto have duly executed this Loan Agreement as
of the date first above written.
(SEAL) ,
A ITEST:
By:
Clerk of the Circuit Court, ex-officio
Clerk of the Board of County Commissioners
{5000/99/00259897.DOCvl}
ST. LUCIE COUNTY, FLORIDA
APPROVED AS TO FORM AND
CORRECTNESS:
County Attorney
12
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SUNTRUST BANK
13
By:
Title:
EXHIBIT A
FOID...I OF BOND
No. R-l
$150,000
ST. LUCIE COUNTY, FLORIDA
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2008A
(LAKE DRIVE MSBU)
R. ^~ TE OF INTEREST
M"^~ TURITY Df~ TE
D/'1.TE OF ISSUE
%
December I, 20_
August --.J 2008
REGISTERED OWNER:
SunTrust Bank
PRINCIPAL AMOUNT: One Hundred Fifty Thousand Dollars
KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida (the "County"),
for value received, hereby promises to pay to the Registered Owner designated above, or
registered assigns, solely from the special funds hereinafter mentioned, on December 1 of each
year, to and including the Maturity Date specified above, the installments of the above Principal
Amount as. shown on Schedule 2 attached hereto and forming a part hereof (the "Schedule"), and
to pay solely from such funds interest thereon from the date of this Bond or from the most recent
date to which interest has been paid, whichever is applicable, until payment of such Principal
Amount, interest at the Rate . of Interest shown above, subject to adjustment as set forth in
Schedule I attached hereto, such interest being payable semi-annually on each June 1 and
December 1 (an "Interest Payment Date") commencing June I, 2009, with all unpaid interest
being due on the Maturity Date, by wire transfer in accordance with written instructions
delivered by the Registered Owner to the County or by such other medium acceptable to the
County and to such Registered Owner. The principal of, premium, if any, and interest on this
Bond are payable in lawful money of the United States of America. Interest due hereon shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
This Bond is issued to refinance the Prior Loan from the Line of Credit, which financed
the costs of the acquisition and construction of the Lake Drive MSBU Project, under the authority
of and in full compliance with the Constitution and Statutes of the State of Florida, including
particularly Chapter 125, Part I, Florida Statutes, Ordinance No. 87-77 of St. Lucie County,
Florida, as amended, and other applicable provisions of law, and Resolution 94-196, duly adopted
by the Board of County Commissioners (the "Board") on September 20, 1994, as amended and
supplemented, particularly as supplemented by Resolution No. 08-_ adopted on August 5,2008
(collectively, the "Resolution"), and pursuant to a Loan Agreement between the County and
SunTrust Bank, dated August --.J 2008 (the "Loan Agreement"), to which reference should be
made to ascertain those terms and conditions.
A-I
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This Bond is payable from and secured solely by a lien upon and pledge of the Lake Drive
Special Assessments (the "Pledged Revenues") all in the manner provided in, and subject to the
terms and conditions of the Resolution and the Loan Agreement.
The principal of and interest on this Bond do not constitute a general obligation or
indebtedness of the County, and the Registered Owner shall never have the right to require or
compel the levy of taxes on any property of or in the County for the payment of the principal of
and interest on this Bond. The principal of and interest on this Bond are not secured by a lien
upon the Lake Drive MSBU Project, or upon any property of or in the County, but are secured
solely by the Pledged Revenues in the manner provided herein and in the Loan Agreement.
Reference is made to the Loan Agreement for the provisions relating to the security for payment
of this Bond and the duties and obligations of the County hereunder.
The Registered Owner may. sue to protect and enforce any and all rights, including the
right to specific performance, existing under the laws of the State of Florida, of the United States
of America, or granted and contained in the Loan Agreement, and to enforce and compel the
performance of all. duties required by the Loan Agreement Of by any applicable laws to be
performed by the County, the Board or by any officer thereof, and may take all steps to enforce
the Loan Agreement to the full extent permitted or authorized by the laws of the State of Florida
or the United States of America.
THE COUNTY AND THE REGISTERED OWNER OF THIS LAKE DRIVE MSBU
BOND EACH WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS LAKE DRIVE
MSBU BOND OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH, THE LAKE
DRIVE MSBU BOND OR THE RELATED LOAN AGREEMENT.
This Bond may be transferred or assigned by the Registered Owner without the prior
written consent of the County provided that (1) the County is given notice of such transfer not
later than ten (10) days prior to the next Interest Payment Date on the Bonds and (2) the
transferee provides to the County an investment letter in form and substance materially the same
as the letter provided by the Registered Owner to the County upon the original issuance hereof.
Upon the occurrence of an Event of Default, as defined in the Loan Agreement, the
County shall also be obligated to pay, but only from the Pledged Revenues, all costs of collection
and enforcement hereof, including attorneys' fees (including fees incurred on appeal).
It is hereby certified and recited that all acts, conditions and things required by the
Constitution and laws of the State of Florida to be performed, to exist and to happen precedent to
and in the issuance of this Bond, have been performed, exist and have happened in regular and
due form and time as so required.
A-2
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..
IN WITNESS WHEREOF, St. Lucie County, Florida, has caused this Bond to be executed
by the Chairman or Vice-Chairman of its Board of County Commissioners, and attested by the
Clerk or Deputy Clerk of the Circuit Court, ex officio Clerk of the Board of County
Commissioners, either manually or with their facsimile signatures, and its seal or a facsimile
thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the Date
of Issue above.
ST. LUCIE COUNTY, FLORIDA
(SEAL)
By:
Chair of the Board of County
Commissioners
ATTEST:
By:
Clerk of the Circuit Court, ex-officio
Clerk of the Board of County Commissioners
A-3
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.
..
SCHEDULES TO
ST. LUCIE COUNTY, FLORIDA
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2008A
(LAKE DRIVE MSBU)
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.;.
"\
SCHEDULE 1
ADJUSTMENTS TO INTEREST RATE IN CERTAIN EVENTS
(i) l\djustment of Interest Rate for Full Taxability. In the event a Determination of
Taxability shall have occurred, the rate of interest on the Lake Drive MSBU Bond shall be
increased to a rate per annum equal to 1.3250 times the interest rate borne by the Lake Drive
MSBU Bond (the "Taxable Rate"), effective retroactively to the date on which the interest
payable on the Lake Drive MSBU Bond is includable for federal income tax purposes in the
gross income of the Registered Owner thereof. In addition, the Registered Owner of the Lake
Drive MSBU Bond or any former Registered Owners of the Lake Drive MSBU Bond, as
appropriate, shall be paid an amount equal to any additions to tax, interest and penalties, and
any arrears. in interest that are required to be paid to the United States of America by the
Registered Owner or former Registered Owners of the Lake Drive MSBU Bond as a result of
such Determination of Taxability. All such additional interest, additions to tax, penalties and
interest shall be paid by the County within sixty (60) days following the Determination of
:Taxability an.d demand by the Registered Owner. A "Determination of Taxability" shall mean
(i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other
written notification which holds in effect that the interest payable on the Lake Drive MSBU
Bond is includable for federal income tax purposes in the gross income of the Registered
Owner thereof, which notice or notification is not contested by either the County or any
Registered Owner of the Lake Drive MSBU Bond, or (ii) a determination by. a court of
competent jurisdiction that the interest payable on the Lake Drive MSBU Bond is includable for
federal income tax purposes in the gross income of the Registered Owner thereof, which
determination either is final and non-appealable or is not appealed within the requisite time
period for appeal, or (iii) the admission in writing by the County to the effect that interest on
the Lake Drive MSBU Bond is includable for federal income tax purposes in the gross income
of the Registered Owner thereof.
(ii) f~djustment of Interest Rate for Partial Taxability. In the event that interest on
the Lake Drive MSBU Bond during any period becomes partially taxable as a result of a
Determination of Taxability applicable to less than all of the Lake Drive MSBU Bond, then the
interest rate on the Lake Drive MSBU Bond shall be increased during such period by an
amount equal to: (A-B) x C where:
(A) A equals the Taxable Rate (expressed as a percentage);
(B) B equals the interest rate on the Lake Drive MSBU Bond (expressed as a
percentage); and
(C) C equals the portion of the Lake Drive MSBU Bond the interest on which
has become taxable as the result of such tax change (expressed as a
decimal).
In addition, the Registered Owner of the Lake Drive MSBU Bond or any former
Registered Owner of the Lake Drive MSBU Bond, as appropriate, shall be paid an amount
equal to any additions to tax, interest and penalties, and any arrears in interest that are
SCHEDULE 1-1
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'\.
..
.;.
required to be paid to the United States by the Registered Owner or former Registered Owners
of the Lake Drive MSBU Bond as a result of such Determination of Taxability. All such
additional interest, additions to tax, penalties and interest shall be paid by the County within
sixty (60) days following the Determination of Taxability and demand by the Registered
Owner.
(iii) Adjustment of Interest Rate for Change in Maximum Corporate Tax Rate. In
the event that the maximum effective federal corporate tax rate (the "Maximum Corporate Tax
Rate") during any period with respect to which interest shall be accruing on the Lake Drive
MSBU Bond on a tax-exempt basis, changes from the Maximum Corporate Tax Rate then in
effect, the interest rate on the Lake Drive MSBU Bond that is bearing interest on a tax-exempt
basis shall be adjusted to the product obtained by multiplying the interest rate then in effect on
the Lake Drive MSBU Bond by a fraction equal to (l-A divided by I-B), where A equals the
Maximum Corporate Tax Rate in effect as of the date of adjustment and B equals the Maximum
Corporate Tax Rate in effect immediately prior to the date of adjustment.
(iv) Adjustment of Interest Rate for Other Changes f~ffecting .^...fter Tax Yield. So
long as any portion of the principal amount of the Lake Drive MSBU Bond or interest thereon
remains unpaid (a) if any law, rule, regulation or executive order is enacted or promulgated by
any public body or governmental agency which changes the basis of taxation of interest on the
Lake Drive MSBU Bond or causes a reduction in yield on the Lake Drive MSBU Bond (other
than by reason of a change described above) to the Registered Owner or any former Registered
Owners of the Lake Drive MSBU Bond, including without limitation the imposition of any
excise tax or surcharge thereon, or (b) if, as result of action by any pubic body or governmental
agency, any payment is required to be made by, or any federal, state or local income tax
deduction is denied to, the Registered Owner or any former Registered Owners of the Lake
Drive MSBU Bond (other than by reason of a.. change described above or by reason of any
action or failure to act on the part of any Owner or any formers Registered Owner of the Lake
Drive MSBU Bond) by reason of the ownership of the Lake Drive MSBU Bond, the County shall
reimburse any such Owner within five (5) days after receipt by the County of written demand
for such payment, and the County agrees to indemnify each such Owner against any loss, cost,
charge or expense with respect to any such change. The determination of the after-tax yield
calculation shall be verified by a firm of certified public accountants regularly employed by the
Bank (or the current Owners of the Lake Drive MSBU Bond) and acceptable to the County, and
such calculation, in the absence of manifest error, shall be binding on the County and the
Registered Owner.
SCHEDULE 1-2
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;it.
"
\C
SCHEDULE 2
ST. LUCIE COUNTY
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2008A
(LAKE DRIVE MSBU)
AMORTIZATION SCHEDULE
(Put In Amortization When Final Interest Rate Is Set)
SCHEDULE 2
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.;. "
...
EXHIBIT B
BANK'S COMMITMENT LETTER
C-l
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