HomeMy WebLinkAbout09-286 RESOLUTION N0.09-286
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST.
LUCIE COUNTY, FLORIDA, SUPPLEMENTING RESOLUTION NO. 94-196;
PROVIDING FOR THE BORROWING OF $3,130,000 TO REFUND AMOUNTS
PREVIOUSLY DRAWN UNDER A SUNTRUST LINE OF CREDIT TO
FINANCE THE COST OF WATER IMPROVEMENTS WITHIN THE
SUNLAND GARDENS PHASE II 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
COMMITMENT OF SUNTRUST DATED JUNE 9, 2006; PROVIDING FOR THE
ISSUANCE OF A $3,130,000 SPECIAL ASSESSMENT IMPROVEMENT BOND,
SERIES 2009B (SUNLAND GARDENS PHASE II 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.
Section 2. Definitions. The following terms shall have the following meanings when used
in this resolution unless the context clearly requires otherwise. Words importing singular number
shall include the plural number in each case and vice versa, and words importing persons shall
include firms and corporations. Capitalized terms used herein and not otherwise defined shall
have the meaning set forth in the Master Resolution or the Loan Agreement.
"Act" .means Chapter 125, Part I, Florida Statutes; County Ordinance No. 87-77, as
amended; and other applicable provisions of law.
"Bank" means SunTrust Bank, 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" means St. Lucie County, Florida, a political subdivision of the State of Florida.
"County Administrator" means the County Administrator of the County.
"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 shalLbe 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.
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"Prior Loan" means the advance of moneys to the County pursuant to the Line of Credit
for advances made for Sunland Gardens Phase II MSBU Project Costs.
"Sunland Gardens Phase II MSBU" means the MSBU established pursuant to Resolution
No. 05-046, adopted by the Board on February 1, 2005.
"Sunland Gardens Phase II MSBU Assessment Resolutions" means, collectively, Resolution
No. 09-048, adopted March 3, 2009, approving the preliminary assessment roll, and a resolution to
be adopted adjusting and equalizing the final assessments to be levied.
"Sunland Gardens Phase II MSBU Assessments' means the special assessments levied
within the Sunland Gardens Phase II MSBU pursuant to the Sunland Gardens Phase II MSBU
Assessment Resolutions.
"Sunland Gardens Phase II MSBU Bond" means the Special Assessment Improvement
Bond, Series 2009B (Sunland Gardens Phase II MSBU), of the County, which shall be in
substantially the form attached to the Loan Agreement as Exhibit A.
"Sunland Gardens Phase II MSBU Project" means the water utility improvements within
the Sunland Gardens Phase II MSBU in order to connect the properties to the regional water utility
system.
"Sunland Gardens Phase II MSBU Project Costs" means all or a portion of the cost of
undertaking the Sunland Gardens Phase ]I MSBU Project including, but not limited to:
construction costs of the improvements; acquisition of any lands, engineering, legal, accounting,
and financial expenses; expenses for estimates of costs and of revenues; expenses for plans,
specifications and surveys; fees of fiscal agents, financial advisors or consultants; administrative
expenses, capitalization of interest for a reasonable period of time after date of issuance and
delivery of the Sunland Gardens Phase II 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 Sunland Gardens Phase II MSBU Project.
Section 3. Findings. It is hereby found, declared, and .determined by the Board:
(A) The County has heretofore authorized (1) the creation of the Sunland Gardens
Phase II MSBU; (2) the undertaking of the Sunland Gardens Phase II MSBU Project; and (3) the
levy and collection of the Sunland Gardens Phase II MSBU Assessments, pursuant to the
Preliminary Assessment Roll, to pay the Sunland Gardens Phase II MSBU Project Costs. The
final Assessment Roll, equalizing and adjusting the Sunland Gardens Phase II MSBU
Assessments will be adopted on or before July, 2010. The County has outstanding the Prior
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Loan, the proceeds of which were used to finance Sunland Gardens Phase II MSBU Project
Casts.
(B) The County expects to complete the Sunland Gardens Phase II MSBU Project by
May 31, 2010, and has collected prepayments of Sunland Gardens Phase II MSBU Assessments,
and it is necessary to borrow moneys to be applied together with the prepayments of the
Sunland Gardens Phase II MSBU Assessments to repay the Prior Loan and to pay other Sunland
Gardens Phase II MSBU Project Costs.
(C) Pursuant to the Commitment Resolution, the Commitment of the Bank to
provide permanent financing for MSBU Projects, including the Sunland Gardens Phase II 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 Sunland Gardens Phase II
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 Sunland Gardens Phase II MSBU Bond and the Loan
Agreement, the nature of the security for the Loan, and the fact that the Sunland Gardens Phase lI
MSBU Bond is not expected to be rated or insured, it is in the best interests of the County to sell the
Sunland Gardens Phase II 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 Sunland Gardens Phase II MSBU Bond
in accordance with its terms and to make the payments required under the Loan Agreement is
hereby declared to be and shall be a special, limited obligation of the County, secured solely by
the Sunland Gardens Phase II MSBU Assessments. The obligation of the County to repay the
Sunland Gardens Phase II MSBU Bond in accordance with its terms and to make any other
payments, if any, required under the Sunland Gardens Phase II MSBU Bond or the Loan
Agreement shall not be or constitute a general obligation or indebtedness of the County and
neither the Sunland Gardens Phase II MSBU Bond nor the Loan Agreement shall be or
constitute a "bond" of the County within the meaning of Article VII, Section 12, Florida
Constitution (1968). Neither the Bank nor any successor owner of the Sunland Gardens Phase II
MSBU Bond shall be entitled to compel the levy of ad valorem taxes by the County to pay the
principal of and interest on the Sunland Gardens Phase II MSBU Bond or to make any payments
required under the terms of the Loan Agreement. Furthermore, the obligation of the County to
repay the Sunland Gardens Phase II MSBU Bond in accordance with its terms and to make the
payments, if any, required under the Loan Agreement shall not constitute a lien upon or pledge
of an interest in the Sunland Gardens Phase II MSBU Project or any other property of or in the
County, but shall constitute a lien only upon the Sunland Gardens Phase II MSBU Assessments.
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(G) The County does not expect to issue .more than $30 million in obligations, the
interest on which is excluded from gross income under the provisions of the Code, in the calendar
year ending December 31, 2009, and is entitled to designate the Sunland Gardens Phase II MSBU
Bond as a "qualified tax-exempt obligation' pursuant to Section 265(b)(3)(B) of the Internal
Revenue Code of 1986, as amended (the "Code').
Section 4. Authorization of Sunland Gardens Phase II MSBU Bond. Subject and
pursuant to the provisions hereof and u1 accordance with the provisions of the Loan Agreement
and the Commitment, the issuance by the County of the Special Assessment Improvement Bond,
Series 2009B (Sunland Gardens Phase II MSBU), in a principal amount not to exceed Three Million
One Hundred Thirty Thousand Dollars ($3,130,000), 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 Sunland Gardens Phase II MSBU Bond and the Loan Agreement,
and to be secured solely by the Sunland Gardens Phase II MSBU Assessments, is hereby
authorized.
Section 5. Approval of Form of Loan Agreement and Sunland Gardens Phase II
MSBU Bond. The Loan Agreement and the Sunland Gardens Phase II MSBU Bond are hereby
approved, and the Chairman and Clerk are hereby authorized to execute and deliver the Loan
Agreement and the Sunland Gardens Phase II MSBU Bond to the Bank.
Section 6. Authorization of Other Action. The Chairman, the Clerk, the County
Administrator, and the County Attorney are each designated agents of the County in connection
with the execution and delivery of the Loan Agreement and the Sunland Gardens Phase II MSBU
Bond and the repayment of the Prior Loan and are authorized and empowered, collectively or
individually, to take all action and steps to execute and deliver any and all instruments, documents
or contracts on behalf of the County which are necessary or desirable in connection with the
execution and delivery of the Loan Agreement and the Sunland Gardens Phase II MSBU Bond to
the Bank and the repayment of the Prior Loan, including, but not limited to, the making of
modifications to the Loan Agreement and the Sunland Gardens Phase II MSBU Bond to conform
the provisions thereof to the provisions of the Commitment.
Section 7. Application of Proceeds of Loan. The proceeds of the Loan shall be applied
solely to repayment of the Prior Loan and payment of Sunland Gardens Phase II MSBU Project
Costs.
Section 8. Designation Under Code Section 265(b)(3)(B). The Sunland Gardens Phase II
MSBU Bond is hereby designated as a "qualified tax-exempt obligation" pursuant to Section
265(b)(3) of the Code.
Section 9. Repeal of Inconsistent Provisions. All resolutions or .parts thereof in conflict
with this resolution are hereby repealed to the extent of such conflict.
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Section 10. Severability. If any one or more of the covenants, agreements, or provisions of
this resolution should be held contra to an ex ress rovision of law or contrary to the policy of
rY Y P p
express law, though not. expressly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void
and shall be deemed separate from the remaining covenants, agreements or provisions, and in no
way affect the validity of all other provisions of the Resolution or of the Sunland Gardens Phase II
MSBU Bond or Loan Agreement delivered hereunder.
Section 11. Amendment. This resolution may not be amended or repealed except with the
prior written consent of the Bank.
Section 12. Effective Date. This resolution shall take effect immediately upon its adoption.
Passed and Adopted this 22nd day of September 2009, at a regular meeting duly called and
held.
ST. LUCIE COUNTY, FLORIDA
(SEAL) •~ey' J~~YX
q~~~,,
~ t a. µ .
~ ~ . r t ~ ~ Chair, Board of Coun
Commissioners
u
~ ~ ~ ~
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ATTEST: ~ y 3 , ~
By~
er of the Circuit Court, ex-officio
Jerk of the Board
APPROVED AS TO FORM AND
CORRECTNESS:
County Attorney
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EXHIBIT A
FORM OF LOAN AGREEMENT
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AGENDA
TERM LOAN AGREEMENT
between
ST. LUCIE COUNTY, FLORIDA
and
SUNTRUST BANK
Dated September 23, 2009
Relating to
St. Lucie County, Florida
$3,130,000
Special Assessment Improvement Bond, Series 2009B
(Sunland Gardens Phase II MSBU)
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TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS ........................................................................................................1
SECTION 2. INTERPRETATION ...............................................................................................4
SECTION 3. THE LOAN .............................................................................................................5
SECTION 4. DESCRIPTION OF SUNLAND GARDENS PHASE II MSBU BOND ............5
SECTION 5. EXECUTION OF SUNLAND GARDENS PHASE II MSBU BOND ................5
SECTION 6. REGISTRATION AND TRANSFER OF SUNLAND GARDENS PHASE II
MSBU BOND 5
SECTION 7. SUNLAND GARDENS PHASE II MSBU BOND MUTILATED,
DESTROYED, STOLEN OR LOST 6
SECTION 8. FORM OF SUNLAND GARDENS PHASE II MSBU BOND ...........................7
SECTION 9. SECURITY FOR SUNLAND GARDENS PHASE II MSBU BOND;
SUNLAND GARDENS PHASE II MSBU BOND NOT DEBT OF THE COUNTY ...............7
SECTION 10. COVENANTS OF THE COUNTY .....................................................................7
SECTION 11. REPRESENTATIONS AND WARRANTIES 8
SECTION 12. CONDITIONS PRECEDENT ..............................................................................9
SECTION 13. TAX COMPLIANCE ............................................................................................9
SECTION 14. NOTICES .............................................................................................................10
SECTION 15. EVENTS OF DEFAULT DEFINED ..................................................................10
SECTION 16. REMEDIES ..........................................................................................................11
SECTION 17. NO RECOURSE ..................................................................................................11
SECTION 18. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS.........11
SECTION 19. AMENDMENTS, CHANGES AND MODIFICATIONS ...............................12
SECTION 20. BINDING EFFECT .............................................................................................12
SECTION 21. SEVERABILITY ..................................................................................................12
SECTION 22. EXECUTION IN COUNTERPARTS ................................................................12
SECTION 23. APPLICABLE LAW ...........................................................................................13
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This TERM LOAN AGREEMENT is made and entered into as of September 23, 2009, by
and between ST. LUCIE COUNTY, FLORIDA (the "County"), and SUNTRUST BANK (the
„B~„
WITNESSETH:
WHEREAS, the County has previously determined that it is necessary, desirable and in
the best interests of the County and its inhabitants that the County undertake the. Sunland
Gardens Phase II MSBU Project hereinafter described, and that the Sunland Gardens Phase II
MSBU Project will serve essential public purposes of the County; and
WHEREAS, the County has previously determined to pay the Sunland Gardens Phase II
MSBU Project Costs with the proceeds of the Prior Loan, and it is necessary that funds be made
available to the County in order to retire the Prior Loan and to provide permanent financing for
the Sunland Gardens Phase II 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 Sunland Gardens Phase II MSBU Project Costs;
and
WHEREAS, the County has determined that it is in the best interest of the health, safety,
and welfare of the County and the inhabitants thereof that the County pledge the Sunland
Gardens Phase II MSBU Assessments to secure the obligation of the County to repay the principal
of and interest on the Sunland Gardens Phase II MSBU $ond when due; and
WHEREAS, the obligation of the County to repay principal of and interest on the Sunland
Gardens Phase II MSBU Bond will not constitute a general obligation or indebtedness of the
County as a "bond" within the meaning of any provision of the Constitution of the State, but shall
be and is hereby declared to be a special, limited obligation of the County, secured solely by a lien
upon and pledge of the Sunland Gardens Phase II MSBU Assessments in the manner provided
herein. The County is not authorized and cannot be compelled to levy taxes on any property of
or in the County to pay the principal of or interest on the Sunland Gardens Phase II MSBU Bond
or to make any other payments provided for herein. Furthermore, neither the Sunland Gardens
Phase II MSBU Bond nor the interest thereon shall be or constitute a lien upon the Sunland
Gardens Phase II 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 her delegate.
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"Authorized Investments" means any obligations, deposit certificates, or other evidences
of indebtedness legal for investment pursuant to law, to the extent not inconsistent with the terms
of the investment policy of the County and applicable law.
"Bank" means SunTrust Bank, a Georgia banking corporation, with offices located at 501
South Flagler Drive, 2na 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.
"Chair' means the Chair of the Board of County Commissioners of the County, or, in the
Chair's absence, the Vice-Chairman of the Board of County Commissioners, or such other person
as may be duly authorized to act on the Chair'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
maybe, 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 intexim 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 September 23, 2009, 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.
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"Interest Rate" means the rate per annum set forth in the form of Bond attached hereto as
Exhibit A, subject to adjustment as provided in Schedule I to the Sunland Gardens Phase II MSBU
Bond.
"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
Sunland Gardens Phase II MSBU Bond is due as shown on Exhibit A hereto.
"MSBU" means a Municipal Services Benefit Unit created pursuant to resolution of the
Board adopted from time to time.
"Paying Agent" means the Clerk of the Circuit Court of the County.
"Payment Date" means the dates on which interest on the Sunland Gardens Phase II
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 uz whole or in part.
"Principal Amount" means Three Million One Hundred Thirty Thousand Dollars
($3,130,000).
"Prior Loan' means the advance of moneys to the County pursuant to the Line of Credit
for advances made for Sunland Gardens Phase II 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 Sunland Gardens Phase II MSBU Bond.
"Registered Owner" means the person in whose name the ownership of the Sunland
Gardens Phase II MSBU Bond is registered on the books maintained by the Registrar. The
Registered Owner shall be the Bank.
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"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. 09-286,
adopted by the Board on September 22, 2009, and all resolutions amendatory thereof and
supplemental thereto.
"State" means the State of Florida.
"Sunland Gardens Phase II MSBU" means the MSBU established pursuant to Resolution
No. 05-046, adopted by the Board on February 1, 2005.
"Sunland Gardens Phase II MSBU Assessment Resolutions" means, collectively,
Resolution No. 09-048, adopted March 3, 2009, approving the preliminary assessment roll, and a
resolution to be adopted adjusting and equalizing the final assessments to be levied.
"Sunland Gardens Phase II MSBU Assessments" means the special assessments levied
within the Sunland Gardens Phase II MSBU pursuant to the Sunland Gardens Phase II MSBU
Assessment Resolutions.
"Sunland Gardens Phase II MSBU Bond" means the Special Assessment Improvement
Band, Series 2009B (Sunland Gardens Phase II MSBU), of the County, which shall be in
substantially the form attached hereto as Exhibit A.
"Sunland Gardens Phase II MSBU Project" means the water utility improvements within
the Sunland Gardens Phase II MSBU in order to connect the properties to the regional water
utility system.
"Sunland Gardens Phase II MSBU Project Costs" means all or a portion of the cost of
undertaking the Sunland Gardens Phase II MSBU Project including, but not limited to:
construction costs of the improvements; acquisition of any lands, engineering, legal, accounting,
and financial expenses; expenses for estimates of costs and of revenues; expenses for plans,
specifications and surveys; fees of fiscal agents, financial advisors or consultants; administrative
expenses, capitalization of interest for a reasonable period of time after date of issuance and
delivery of the Sunland Gardens Phase II 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 Sunland Gardens Phase II MSBU Project.
SECTION 2. INTERPRETATION. Unless the context clearly requires otherwise, words of
masculine gender shall be construed to include correlative words of the feminine and neuter
genders and vice versa, and words of the singular number shall be construed to include
correlative words of the plural number and vice versa. This Loan Agreement and all the terms
and provisions hereof (a) have been negotiated between the County anal the Bank; (b) shall not be
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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. Loan. The Bank hereby makes and the County hereby accepts the Loan, upon the
terms and conditions set forth herein.
B. Disbursement of Proceeds. Proceeds of the Loan shall be made available by the
Bank to the .County by deposit of the principal amount thereof to or for the order of the County
by 12:00 p.m. on the Disbursement Date in immediately available funds.
SECTION 4. DESCRIPTION OF SUNLAND GARDENS PHASE II MSBU BOND. The
obligation of the County to repay the Loan shall be evidenced by the Sunland Gardens Phase II
MSBU Bond. The Sunland Gardens Phase II MSBU Bond shall be dated as of the Disbursement
Date; shall mature as set forth therein; shall be in registered form; and shall bear interest from its
date until payment of the principal amount thereof, at the Interest Rate. Interest shall be payable
as set forth on Exhibit A, calculated on the basis of a 360-day year consisting of twelve 30-day
months, from its date as to principal at the Interest Rate shown on Exhibit A hereto. The Sunland
Gardens Phase II MSBU Bond may be prepaid in whole or in part prior to maturity without
penalty.
SECTION 5. EXECUTION OF SUNLAND GARDENS PHASE II MSBU BOND. The
Sunland Gardens Phase II MSBU Bond shall be executed in the name of the County by the Chair
and attested by the Clerk, and its corporate seal or a facsimile thereof shall be affixed thexeto or
reproduced thereon. The Sunland Gardens Phase II MSBU Bond may be signed and sealed on
behalf of the County by any person who at the actual time of the execution of such Sunland
Gardens Phase II MSBU Bond shall hold the appropriate office in the County, although at the
date thereof the person may not have been so authorized. The Sunland Gardens Phase II MSBU
Bond may be executed by the facsimile signatures of the Chair and/or Clerk, provided that at
least one of the foregoing signatures must be a manual signature.
SECTION 6. REGISTRATION AND TRANSFER OF SUNLAND GARDENS PHASE II
MSBU BOND. The Sunland Gardens Phase II MSBU Bond shall be and shall have all the qualities
and incidents of a negotiable instrument under the Uniform Commercial Code-Investment
Securities Laws of the State of Florida, and each Registered Owner, in accepting the Sunland
Gardens Phase II MSBU Bond, shall be conclusively deemed to have agreed that such Sunland
Gardens Phase II MSBU Bond shall be and have all of the qualities and incidents of negotiable
instruments thereunder.
There shall be a Registrar who shall be responsible for maintaining the Register. The
person in whose name ownership of the Sunland Gardens Phase II MSBU Bond is shown on the
Register shall be deemed the Registered Owner thereof by the County and the Registrar, who
may treat the Registered Owner as the absolute owner of the Sunland Gardens Phase II MSBU
Bond for aTl purposes, whether or not the Sunland Gardens Phase II MSBU Bond shall be
overdue, and any notice to the contrary shall not be binding upon the County or the Registrar.
Ownership of the Sunland Gardens Phase II MSBU Bond may be transferred only upon
the Register. Upon surrender to the Registrar for transfer or exchange of the Sunland Gardens
Phase II MSBU Bond accompanied by an assignment or written authorization for exchange,
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whichever is applicable, duly executed by the Registered Owner or its attorney duly authorized
in writing, the Registrar shall deliver in the name of the Registered Owner or the transferee or
transferees, as the case may be, a new fully registered Sunland Gardens Phase II MSBU Bond of
the same amount, maturity and interest rate as the Sunland Gardens Phase II MSBU Bond
surrendered.
The Sunland Gardens Phase II MSBU Bond presented for transfer, exchange, redemption
or payment (if so required by the County or the Registrar) shall be accompanied by a written
instrument or instruments of transfer or authorization for exchange, in form and with guaranty of
signature satisfactory to the County or the Registrar, duly executed by the Registered Owner or
by his duly authorized attorney.
The County and the Registrar may charge the Registered Owner a sum sufficient to
reimburse them for any expenses incurred in making any exchange or transfer after the first such
exchange or transfer following the delivery of such Sunland Gardens Phase II MSBU $ond. The
Registrar or the County may also require payment from the Registered Owner or his transferee,
as the case may be, of a sum sufficient to cover any tax, fee or other governmental charge that
may be imposed in relation thereto. Such charges and expenses shall be paid before any .such
new Sunland Gardens Phase II MSBU Bond shall be delivered.
The new Sunland Gardens Phase II MSBU Bond delivered upon any transfer or exchange
shall be a valid obligation of the County, evidencing the same debt as the Sunland Gardens Phase
II MSBU Bond surrendered, shall be secured under this Loan Agreement, and shall be entitled to
all of the security and benefits hereof to the same extent as the Sunland Gardens Phase II MSBU
Bond surrendered.
Whenever the Sunland Gardens Phase II MSBU Bond shall be delivered to the Registrar
for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or
exchange, such Sunland Gardens Phase II MSBU Bond shall be cancelled and destroyed by the
Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be
furnished to the County.
SECTION 7. SUNLAND GARDENS PHASE II MSBU BOND MUTILATED,
DESTROYED, STOLEN OR LOST. In case the Sunland Gardens Phase II MSBU Bond shall be
mutilated, or be destroyed, stolen or lost, upon the Registered Owner furnishing the Registrar
satisfactory indemnity and complying with such other reasonable regulations and conditions as
the County may prescribe and paying such expenses as the County may incur, the Registrar shall
issue and deliver a new Sunland Gardens Phase II MSBU Bond of like tenor as the Sunland
Gardens Phase II MSBU Bond so mutilated, destroyed, stolen or lost, in lieu of or substitution for
the Sunland Gardens Phase II MSBU Bond, if any, destroyed, stolen or lost, or in exchange and
substitution for such mutilated Sunland Gardens Phase II MSBU Bond, upon surrender of such
mutilated Sunland Gardens Phase II MSBU Bond, if any, to the Registrar and the cancellation
thereof; provided however, if the Sunland Gardens Phase II MSBU Bond shall have matured or
be about to mature, instead of issuing a substitute Sunland Gardens Phase II MSBU Bond, the
County may pay the same, upon being indemnified as aforesaid, and if such Sunland Gardens
Phase II MSBU Bond be lost, stolen or destroyed, without surrender thereof. Any Sunland
Gardens Phase II MSBU Bond surrendered under the terms of this Section 7 shall be cancelled by
the Registrar.
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Any such new Sunland Gardens Phase II MSBU Bond issued pursuant to this section shall
constitute an original, additional contractual obligation on the part of the County whether or not,
as to the new Sunland Gardens Phase II MSBU Bond, the lost, stolen or destroyed Sunland
Gardens Phase II MSBU Bond be at any time found by anyone, and such new Sunland Gardens
Phase II MSBU Bond shall be entitled to equal and proportionate benefits and rights as to security
for payment to the same extent as the Sunland Gardens Phase II MSBU Bond originally issued
hereunder.
SECTION 8. FORM OF SUNLAND GARDENS PHASE. II MSBU BOND. The Sunland
Gardens Phase II 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 SUNLAND GARDENS PHASE II MSBU BOND;
SUNLAND GARDENS PHASE II MSBU BOND NOT DEBT OF T'HE COUNTY. The payment of
the principal of and interest on the Sunland Gardens Phase II MSBU Bond shall be secured
forthwith solely by the Sunland Gardens Phase II MSBU Special Assessments. The principal of
and interest on the Sunland Gardens Phase II MSBU Bond shall not constitute a genexal
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 ar in the County for the payment of the
principal of and interest on the Sunland Gardens Phase II MSBU Bond. The Sunland Gardens
Phase II MSBU Bond shall not be secured by, or constitute a lien upon or pledge of an interest in
the Sunland Gardens Phase II MSBU Project or upon any other property of or in the County,
but shall constitute a lien only upon the Sunland Gardens Phase II MSBU Assessments in the
manner provided herein.
SECTION 10. COVENANTS OF T'HE COUNTY. Until the principal of and interest on the
Sunland Gardens Phase II MSBU Bond shall have been paid in full or until (a) there shall have
been set apart in the Sinking Fund a sum sufficient to pay when due the entire principal of and
interest accrued and to accrue on the Sunland Gardens Phase II MSBU Bond to the Maturity Date,
or (b) provision for payment of the Sunland Gardens Phase II MSBU Bond shall have been made
in accordance with the provisions of this Loan Agreement, the County covenants with the
Registered Owner of the Sunland Gardens Phase II MSBU Bond as follows:
A. Collection of Assessments. The County will levy the Sunland Gardens Phase II
MSBU Assessments in amounts sufficient to pay the principal and interest on the Sunland
Gardens Phase II MSBU Bond in each year; will collect the Sunland Gardens Phase II MSBU
Assessments in the manner specified in Section 197.3632, Florida Statutes; and will apply and
deposit the proceeds of the Sunland Gardens Phase II MSBU Assessments into the "Sunland
Gardens Phase II 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. Reserve Account. 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 Sunland Gardens Phase II MSBU Bond if, at any time the amount on
deposit in the Sinking Fund is insufficient to pay the debt service on the Sunland Gardens Phase
II MSBU Bond.
7
{ 5000/99/00379323. DOCv2 }
C. Payments. The County will punctually pay from the Sinking Fund all principal of
and interest on the Sunland Gardens Phase II MSBU Bond when due by wire transfer or other
medium acceptable to the County and the Bank.
D. Financial Statements. Not later than the earlier of 210 days following the end of
each fiscal year or 45 days after it is prepared, the County will provide the Bank a copy of the
Comprehensive Annual Financial Report of the County and such other information regarding the
levy and collection of the Sunland Gardens Phase II MSBU Assessments as the Bank may
reasonably request in writing.
E. Annual Budget and Other Information. The County will prepare its annual
budget in accordance with the Act, and will provide to the Bank (i) a copy of its final annual
budget for each fiscal year within 30 days of adoption thereof by the Board and (ii) such other
public information as the Bank may reasonably request.
F. Tax Compliance. The County will take all actions necessary to maintain the
exclusion from gross income for purposes of the Code of interest on the Bond to the same extent
as on the date of issuance of the Sunland Gardens Phase II MSBU Bond. The Sunland Gardens
Phase II MSBU Bond has been designated a "qualified tax-exempt obligation" within the meaning
of Section 265(b)(3) of the Code.
G. Other Covenants. The County shall comply with such additional covenants as
may be required by the Bank pursuant to 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. Or~ani,T ation. The County is a political subdivision, duly organized and existing
under the laws of the State of Florida.
B. Authorization of Loan Agreement and Related Documents. The County has the
power and has taken all necessary action to authorize the execution and delivery of and the
performance by the County of its obligations under, this Loan Agreement and the Sunland
Gardens Phase II MSBU Bond in accordance with their respective terms. This Loan Agreement
and the Sunland Gardens Phase II 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. Sunland Gardens Phase II MSBU Special Assessments. The County has duly.
adopted the Sunland Gardens Phase II MSBU Assessment Resolution levying the preliminary
assessments and will, by July 2010, adopt the Sunland Gardens Phase II MSBU Assessment
Resolution levying the final assessments, with all adjustments thereto, thereby complying with all
requirements of applicable law in connection with the levy of the Sunland Gardens Phase II
MSBU Assessments. The Loan further complies with the provisions of the Commitment, i.e., (1)
the principal amount of the Sunland Gardens Phase II MSBU Bond does not exceed twenty
percent (20%) of the aggregate taxable value of the parcels subject to the Sunland Gardens Phase
8
{ 5000/99/00379323.DOCv2 }
II MSBU Assessments, (2) there are not less than ten (10) individual parcels subject to the Sunland
Gardens Phase II MSBU Assessments, and (3) no individual owner of record of parcels subject to
the Sunland Gardens Phase II 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
Sunland Gardens Phase II MSBU Assessments.
D. Financial Statements. The financial statements of the County for the Fiscal Year
ended September 30, 2008, 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 Sunland Gardens Phase II MSBU Bond, and the customary closing certificates.
B. Incumbency of Officers. The Bank shall have received an incumbency certificate
of the County in respect of each of the officers who is authorized to sign this Loan Agreement and
the related financing documents on behalf of the County.
C. Opinion of Counsel to the County. The Bank shall have received a written
opinion of 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. Sunland Gardens Phase II MSBU Bond and the related financing
documents; and (4) the absence of litigation against the County relating to its existence or powers,
or the proceedings for the authorization and issuance of the Sunland Gardens Phase II 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 Counsel or, alternatively, a letter from Bond Counsel authorizing the Bank to rely on the
approving opinion of Bond .Counsel delivered to the County in respect to the Sunland Gardens
Phase II MSBU Bond to the same extent as if such opinion were addressed to the Bank.
E. Representations and Warranties; No Default. The representations and warranties
made by the County herein shall be true and correct in all material respects on and as of the
Disbursement Date, as if made on and as of such date; no Default shall have occurred and be
continuing as of the Disbursement Date or will result from the consummation of the Loan; and
the Bank shall have received a certificate from the County to the foregoing effect.
F. Other Documents. The Bank shall have received such other documents,
certificates and opinions as the Bank or its counsel shall have reasonably requested.
SECTION 13. TAX COMPLIANCE. Neither the County, nor any third party over whom
the County has control, will make any use of the proceeds of the Sunland Gardens Phase II MSBU
Bond at any time during the term hereof which would cause the Sunland Gardens Phase II MSBU
9
{ 5000/99/00379323. DOCv2 }
Bond to be a "private activity bond" within the meaning of Section 103(b)(1) of the Code or an
"arbitrage bond" within the meaning of Section 103(b)(2) of the Code or would cause the Sunland
Gardens Phase II MSBU Bond not to be a qualified tax-exempt obligation under the provisions of
Section 265(b) of the Code. The County covenants throughout the term of the Sunland Gardens
Phase II MSBU Bond, to comply with the requirements of the Code and the Regulations, as
amended from time to time, with respect to the Loan and the Sunland Gardens Phase II 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
Bank: SunTrust Bank
Institutional and Governmental Banking
501 South Flagler Drive, 2na Floor
West Palm Beach, Florida 33401
Attention: John Winn, First Vice President
PH: 561/835-2677 and FX: 561/835-2640.
Any of the above parties may, by notice in writing given to the others, designate any further or
different addresses to which subsequent notices, certificates or other communications shall be
sent. Communication via telecopier shall be confirmed by delivery by hand, mail, or courier, as
specified above, of an original promptly after such communication by telecopier.
SECTION 15. EVENTS OF DEFAULT DEFINED. The following shall be "Events of
Default under this Loan Agreement, and the terms "Default" and "Events of Default" shall mean
(except where the context clearly indicates otherwise), any one or more of the following events:
A. failure by the County to make any payment of principal of or interest on the Bond
within three (3) days of the applicable Payment Date or the Maturity Date.
B. failure by the County to observe and perform any other covenant, condition or
agreement on its part to be observed or performed under this Loan Agreement for a period of
fifteen (15) days after written notice of such failure shall have been delivered to the County by the
Bank, unless the Bank shall agree in writing to an extension of such time prior to its expiration;
C. the making of any warranty, representation or other statement by the County or
by an officer or agent of the County in this Loan Agreement or in any instrument furnished in
10
{ 5000l99/00379323.DOCv2 }
compliance with or in reference to this Loan Agreement which is false or misleading in any
material adverse respect;
D. the filing of a petition against the County under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect, if an order for relief is entered under such petition or such
petition is not dismissed within sixty (60) days of such filing;
E. the filing by the County of a voluntary petition in bankruptcy or seeking relief
under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or
the consent by the County to the filing of any petition against it under such law; or
F. the admission by the County of its insolvency or bankruptcy or its inability to pay
its debts as they become due or that it is generally not paying its debts as such debts become due,
or the County's becoming insolvent or bankrupt or making an assignment for the benefit of
creditors, or the appointment by court order of a custodian (including without limitation a
receiver, liquidator or trustee) of the County or any of its property taking possession thereof and
such order remaining in effect or such possession continuing for more than sixty (60) days.
SECTION 16. REMEDIES. The Registered Owner may sue to protect and enforce any and
all rights, including the right to specific performance, existing under the laws of the State of
Florida or of the United States of America, or granted and contained in this Loan Agreement, and
to enforce and compel the performance of all duties required by this Loan Agreement or by any
applicable laws to be performed by the County, the Board or by any officer thereof, and may take
all steps to enforce this Loan Agreement to the full extent permitted or authorized by the laws of
the State of Florida or the United States of America, including acceleration of all amounts
outstanding under this Loan Agreement or the Sunland Gardens Phase II MSBU Bond.
THE COUNTY AND THE REGISTERED OWNER OF THE SUNLAND GARDENS
PHASE II MSBU BOND EACH WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THE
SUNLAND GARDENS PHASE II MSBU BOND OR ARISING OUT OF, UNDER OR IN
CONJUNCTION WITH, THE SUNLAND GARDENS PHASE II MSBU BOND OR THIS
LOAN AGREEMENT.
SECTION 17. NO RECOURSE. No recourse shall be had for the payment of the principal
of and interest on the Sunland Gardens Phase II MSBU Bond or for any claim based on the
Sunland Gardens Phase II MSBU Bond or on this Loan Agreement, against any present or former
member or officer of the Board or any person executing the Sunland Gardens Phase II 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.
11
~ 5000/99/00379323.DOCv2 }
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.
12
{ 5000/99/00379323.DOCv2 }
SECTION 23. APPLICABLE LAW. This Loan Agreement shall be governed by and
construed in accordance with the laws of the State.
IN WITNESS WHEREOF, the parties hereto have duly executed this Loan Agreement as
of the date first above written.
ST. LUCIE COUNTY, FLORIDA
(SEAL)
By:
Chair, Board of County
Commissioners
ATTEST:
By:
Clerk of the Circuit Court, ex-officio
Clerk of the Board of County Commissioners
APPROVED AS TO FORM AND
CORRECTNESS:
.County Attorney
13
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SUNTRUST BANK
By:
Title:
14
{ 5000/99/00379323.DOCv2 }
EXHIBIT A
FORM OF BOND
No. R-1 $3,130,000
ST. LUCIE COUNTY, FLORIDA
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2009B
(SUNLAND GARDENS PHASE II MSBU)
RATE OF INTEREST MATURITY DATE DATE OF ISSUE
December 1, 2024 September 23, 2009
REGISTERED OWNER: SunTrust Bank
PRINCIPAL AMOUNT: Three Million One Hundred Thirty Thousand Dollars
KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida (the "County"),
for value received, hereby promises to pay to the Registered Owner designated above, or
registered assigns, solely from the special funds hereinafter mentioned, on December 1 of each
year, to and including the Maturity Date specified above, the installments of the above Principal
Amount as shown on Schedule 2 attached hereto and forming a part hereof (the "Schedule"), and
to pay solely from such funds interest thereon from the date of this Bond or from the most recent
date to which interest has been paid, whichever is applicable, until payment of such Principal
Amount, interest at the Rate of Interest shown above, subject to adjustment as set forth in
Schedule I attached hereto, such interest being payable semi-annually on each June 1 and
December 1 (an "Interest Payment Date") commencing June 1, 2010, 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 Sunland Gardens Phase II MSBU Project,
under the authority of and uz 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. 09-286, adopted
on September 22, 2009 (collectively, the "Resolution'), and pursuant to a Loan Agreement
between the County and SunTrust Bank, dated September 23, 2009 (the "Loan Agreement"), to
which reference should be made to ascertain those terms and conditions.
A-1
{ 5000/99/00379323.DOCv2}
This Bond is payable from and secured solely by a lien upon and pledge of the Sunland
Gardens Phase II MSBU 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.
This Bond is subject to prepayment prior to its date of maturity at the option of the
County at any time without penalty.
The principal of and interest on this Bond do not constitute a general obligation or
indebtedness of the County, and the Registered Owner shall never have the right to require or
compel the levy of taxes on any property of or in the County for the payment of the principal of
and interest on this Bond. The principal of and interest on this Bond are not secured by a lien
upon the Sunland Gardens Phase II MSBU Project, or upon any property of or u1 the County, but
are secured solely by the Pledged Revenues in the manner provided herein and in the Loan
Agreement. Reference is made to the Loan Agreement for the provisions relating to the security
for payment of this Bond and the duties and obligations of the County hereunder.
The Registered Owner may sue to protect and enforce any and all rights, including the
right to specific performance, existing under the laws of the State of Florida, of the United States
of America, or granted and contained in the Loan Agreement, and to enforce and compel the
performance of all duties required by the Loan Agreement or by any applicable laws to be
performed by the County, the Board ox by any. officer thexeof, and may take all steps to enforce
the Loan Agreement to the full extent permitted or authorized by the laws of the State of Florida
or the United States of America.
THE COUNTY AND THE REGISTERED OWNER OF THIS SUNLAND GARDENS
PHASE II MSBU BOND EACH WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS
SUNLAND GARDENS PHASE II MSBU BOND OR ARISING OUT OF, UNDER OR IN
CONJUNCTION WITH, THE SUNLAND GARDENS PHASE II 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, ali 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 xegular and
due form and time as so required.
A-2
{ 5000/99/00379323.DOCv2 }
IN WITNESS WHEREOF, St. Lucie County, Florida, has caused this Bond to be executed
by the Chair 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
{ 5000/99/00379323. DOCv2 }
EXHIBIT B
BANK'S COMMITMENT LETTER
B-1
{ 5000/99/00379323. DOCv2 }
SCHEDULES TO
ST. LUCIE COUNTY, FLORIDA
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 20098
(SUNLAND GARDENS PHASE II MSBU)
{ 5000/99/00379323. DOCv2 }
SCHEDULE 1
ADJUSTMENTS TO INTEREST RATE IN CERTAIN EVENTS
(i) Adjustment of Interest Rate for Full Taxability. In the event a Determination of
Taxability shall have occurred, the rate of interest on the Sunland Gardens Phase II MSBU
Bond shall be increased to a rate per annum equal to 1.3250 times the interest rate borne by the
Sunland Gardens Phase II MSBU Bond (the "Taxable Rate"), effective retroactively to the date
on which the interest payable on the Sunland Gardens Phase II MSBU Bond is includable for
federal income tax purposes in the gross income of the Registered Owner thereof. In addition,
the Registered Owner of the Sunland Gardens Phase II MSBU Bond or any former Registered
Owners of the Sunland Gardens Phase II MSBU Band, as appropriate, shall be paid an amount
equal to any additions to tax, interest and penalties, and any arrears in interest that are
required to be paid to the United States of America by the Registered Owner or former
Registered Owners of the Sunland Gardens Phase II MSBU Bond as a result of such
Determination of Taxability. All such additional interest, additions to tax, penalties and
interest shall be paid by the County within sixty (60) days following the Determination of
Taxability and demand by the Registered Owner. A "Determination of Taxability" shall mean
(i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other
written notification which holds in effect that the interest payable on the Sunland Gardens
Phase II MSBU Bond is includable for federal income tax purposes in the gross income of the
Registered Owner thereof, which notice or notification is not contested by either the County or
any Registered Owner of the Sunland Gardens Phase II MSBU Bond, or (ii) a determination by
a court of competent jurisdiction that the interest payable on the Sunland Gardens Phase II
MSBU Bond is includable for federal income tax purposes in the gross income of the Registered
Owner thereof, which determination either is final and non-appealable or is not appealed
within the requisite time period for appeal, or (iii) the admission in writing by the County to
the effect that interest on the Sunland Gardens Phase II MSBU Bond is includable -for federal
income tax purposes in the gross income of the Registered Owner thereof.
(ii) Adjustment of Interest Rate for Partial Taxability. In the event that interest on
the Sunland Gardens Phase II MSBU Bond during any period becomes partially taxable as a
result of a Determination of Taxability applicable to less than all of the Sunland Gardens Phase
II MSBU Bond, then the interest rate on the Sunland Gardens Phase II MSBU Bond shall be
increased during such period by an amount equal to: (A-B) x C where:
(A) A equals the Taxable Rate (expressed as a percentage);
(B) B equals the interest rate on the Sunland Gardens Phase II MSBU Bond
(expressed as a percentage); and
(C) C equals the portion of the Sunland Gardens Phase II MSBU Bond the
interest on which has become taxable as the result of such tax change
(expressed as a decimal).
In addition, the Registered Owner of the Sunland Gardens Phase II MSBU Bond or any
former Registered Owner of the Sunland Gardens Phase II MSBU Bond, as appropriate, shall
SCHEDULE 1-1
{ 5000/99/00379323 , DOCv2 }
be paid an amount equal to any additions to tax, interest and penalties, and any arrears in
interest that are required to be paid to the United States by the Registered Owner or former
Registered Owners of the Sunland Gardens Phase II 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 Sunland
Gardens Phase II MSBU Bond on atax-exempt basis, changes from the Maximum Corporate
Tax Rate then in effect, the interest rate on the Sunland Gardens Phase II MSBU Bond that is
bearing interest on atax-exempt basis shall be adjusted to the product obtained by multiplying
the interest rate then in effect on the Sunland Gardens Phase II MSBU Bond by a fraction equal
to (1-A divided by 1-B), where A equals the Maximum Corporate Tax Rate in effect as of the.
date of adjustment and B equals the Maximum Corporate Tax Rate in effect immediately prior
to the date of adjustment.
(iv) Adjustment of Interest Rate for Other Changes Affecting After-Tax Yield. Sa
long as any portion of the principal amount of the Sunland Gardens Phase II MSBU Bond or
interest thereon remains unpaid (a) if any law, rule, regulation or executive order is enacted or
promulgated by any public body or governmental agency which changes the basis of taxation
of interest on the Sunland Gardens Phase II MSBU Bond or causes a reduction in yield on the
Sunland Gardens Phase II MSBU Bond (other than by reason of a change described above) to
the Registered Owner or any former Registered Owners of the Sunland Gardens Phase II
MSBU Bond, including without limitation the imposition of any excise tax or surcharge
thereon, or (b) if, as result of action by any pubic body or governmental agency, any payment is
required to be made by, or any federal, .state or local income tax deduction is denied to, the
Registered Owner or any former Registered Owners of the Sunland Gardens Phase II MSBU
Bond (other than by reason of a change described above or by reason of any action or failure to
act on the part of any Owner or any formers Registered Owner of the Sunland Gardens Phase
II MSBU Bond) by reason of the ownership of the Sunland Gardens Phase II 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 certi#ied public accountants
regularly employed by the Bank (or the current Owners of the Sunland Gardens Phase II
MSBU Bond) and acceptable to the County, and such calculation, in the absence of manifest
error, shall be binding on the County and the Registered Owner.
SCHEDULE 1-2
{ 5000/99/00379323.DOCv2 }
SCHEDULE 2
ST. LUCIE COUNTY
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2009B
(SUNLAND GARDENS PHASE II MSBU)
AMORTIZATION SCHEDULE
EXHIBIT B
Date Payment Interest Principal Balance
6/1/2010
12/1/2010
6/1/2011
12/1/2011
6/1/2012
12/1/2012
6/1/2013
12/1/2013
6!1 /2014
12/1/2014
6/1/2015
12/1 /2015
6/1/2016
12/1/2016
6/1 /2017
12/1/2017
6/1/2018
12/1/2018
6/1 /2019
12/1/2019
6/1 /2020
12/1 /2020
6/1 /2021
12/1 /2021
6/1 /2022
12/1 /2022
6/1 /2023
12/1 /2023
6/1 /2024
12/1 /2024
Totals: $ $ $3,130,000.00
{ 5000/99!00379323. DOCv2 }