HomeMy WebLinkAbout01-211RESOLUTION NO. 01-211
A RESOLUTION OF THE BOARD OF COUNTY COMMISSI*
LUCIE COUNTY, FLORIDA, AUTHORIZING THE ACQI2
CONSTRUCTION OF IMPROVEMENTS IN VARIOUS MUNIC
UNITS IN THE COUNTY AS DESIGNATED FROM TIME TO
BOARD; PROVIDING FOR THE BORROWING OF NO~I
$5,000,000 ON A TERM BASIS FROM BANK OF AMERICA
INITIAL COSTS ASSOCIATED WITH SUCH IMPROVEMENT
FOR THE ISSUANCE OF A SPECIAL ASSESSMENT IMPRO~
(MSBU LOAN - BANK OF AMERICA FACILITY) TO ET
COUNTY'S OBLIGATION TO REPAY SUCH AMOUNT; PR
THE PAYMENT OF THE NOTE AND THE EXECUTION AND
A LOAN AGREEMENT IN CONNECTION THEREWITH; COVi
BUDGET AND APPROPRIATE FROM NON-AD VALOREi
AMOUNTS NECESSARY TO PAY THE PRINCIPAL OF AND
SUCH NOTE; AUTHORIZING FURTHER OFFICIAL
CONNECTION WITH THE DELIVERY OF THE NOTE; AND P
EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSI
COUNTY, FLORIDA:
Section 1. Authority For This Resolution. This resolution is
provisions of Chapter 125, Part I, Florida Statutes, Ordinance No. 87-77
Commissioners (the "Board") of St. Lucie County, Florida (the "County")
applicable provisions of law (collectively, the "Act").
Section 2. Del'tuitions. The following terms shall have the followi
in this resolution unless the context clearly requires otherwise. Words iml;
shall include the plural number in each case and vice versa, and words
include fimas and corporations. Capitalized terms used herein and not othe
the meaning set forth in the Loan Agreement.
"Bank" means Bank of America
"Bid" means the Bid for purchase of the Note submitted to the
accepted by the County.
"Board" means the Board of County Commissioners, as the govemi
3NERS OF ST.
ISITION AND
[PAL BENEFIT
T/ME BY THE
EXCEEDING
TO PAY THE
S; PROVIDING
'EMENT NOTE
qI)ENCE THE
OVIDING FOR
DELIVERY OF
~NANTING TO
Vi REVENUES
INTEREST ON
ACTION IN
ROVIDING AN
)NERS OF ST. LUCIE
idopted pursuant to the
of the Board of County
as amended, and other
ag meanings when used
orting singular numbers
importing persons shall
rwise defined Shall have
:ounty by the Bank and
~g body of the County.
"Bonds" means the permanent financing for an MSBU Project aut
time to time by the Board.
"Chairman" means the Chairman of the Board, or in the Chairn
Chairman.
"Clerk" means the Clerk of the Circuit Court of St. Lucie County,
absence, any Deputy Clerk.
"Code" means the Internal Revenue Code of 1986, as amended.
"County" means St. Lucie County, Florida.
"County Administrator" means the County Administrator of the Col
"Covenant" means the covenant to budget and appropriate moneys
contained in Section 11 of the Agreement.
"Loan" means the advance of moneys fi:om the Bank to the Cour
Agreement.
"Loan Agreement" means the agreement between the Bank and the
terms and details of the Loan, in substantially the form attached hereto as A~
"MSBU Note" means the Special Assessment Improvement Note
America Facility), of the County, which shall be in substantially the fo~
Agreement as Exhibit A.
"MSBU Project Costs" means all or a portion of the cost of undert
including, but not limited to: engineering, legal, accounting, and financial
estimates of costs and of revenues; expenses for plans, specifications am
agents, financial advisors or consultants; administrative expenses relatir
Project; reimbursement to the County for any sums heretofore expended fo~
and such other costs and expenses as may be necessary or incidental to the
of the MSBU Project.
"MSBU Projects" means improvements to be constructed within
fi:om time to time by the Board.
"Resolution" means, collectively, this resolution and all resolution
supplemental hereto.
Section 3. Findings. It is hereby found, declared, and determined
(A) The County has accepted the Bid of the Bank to provide the
7724v2/28902400096/R-AUTH MSBU LOC (0 I-211)
horized and issued fi:om
~an's absence, the Vice
'lorida, or, in the Clerk's
tnty.
to pay the MSBU Note
ty pursuant to the Loan
County setting forth the
tachment I.
MSBU Loan - Bank of
m attached to the Loan
aking an MSBU Project
expenses; expenses for
l surveys; fees of fiscal
g solely to the MSBU
the foregoing purposes;
financing or refinancing
tn MSBU as authorized
amendatory hereof and
.y the Board:
Loan.
(B) It is necessary and desirable to provide for the securing c
execution and delivery of the Loan Agreement and the issuance of the ME
therewith.
(C) The County does not expect to issue more than $10
obligations during calendar year 2001.
Section 4. Authorization Of Note; Designation Under Code. Sut
provisions hereof and in accordance with the provisions of the Loan Agr~
issuance by the County of a Special Assessment Improvement Note ~
America Facility), in a principal amount not to exceed Five Million Dol
dated, to bear interest, to be payable, to mature, to be subject to redemptiox
characteristics as provided in the Loan Agreement and the Bid, and to b
Covenant, is hereby authorized. The Note is hereby designated as a
obligation" under Section 265(b)(3)(B) of the Code.
Section 5. Approval Of Form Of Loan Agreement And M
Agreement and the MSBU Note attached hereto and incorporated herei
substantially the form attached hereto as Attachment I, are hereby approvec
Clerk are hereby authorized to execute and deliver such documents and to tl
shall be necessary to consummate the Loan.
Section 6. Delivery Of MSBU Note. The delivery of the MSI:
hereby authorized. The Chairman, the Clerk, the County Administrator, a
are each designated agents of the County in connection with the execut
MSBU Note and are authorized and empowered, collectively or individual
steps to execute and deliver any and all instruments, documents or contracts
which are necessary or desirable in connection with the execution and deli'
to the Bank, including, but not limited to, modifications to the Loan Agre~
Bid.
Section 7. Repeal Of Inconsistent Provisions. All resolutions or
with this resolution are hereby repealed to the extent of such conflict.
Section 8. Severability. If any one or more of the covenants, agre
this resolution should be held contrary to any express provision of law or
express law, though not expressly prohibited, or against public policy,
f the Loan and for the
BU Note in connection
million in tax-exempt
ect and pursuant to the
:ment and the Bid, the
[SBU Loan - Bank of
lars ($5,000,000) to be
Land to have such other
: secured solely by the
"qualified tax-exempt
;BU Note. The Loan
by this reference, in
., and the Chairman and
ke such other actions as
;U Note to the Bank is
ad the County Attorney
ion and delivery of the
y, to take all action and
on behalf of the County
;ery of the MSBU Note
~'ment to conform to the
parts thereof in conflict
~nents, or provisions of
:ontrary to the policy of
,r shall for any reason
whatsoever be held invalid, then such covenants, agreements, or provisio~; shall be null and void
and shall be deemed separate from the remaining covenantS, agreements, er provisions, and in no
way affect the validity of all other provisions of this resolution or of t~e MSBU Note or Loan
Agreement delivered hereunder. /
1
Section 9. Amendment. This resolution may not be amended or ~epealed except with the
prior written consent of the Bank.
7724v2/25902-00096/R-AUTH MSBU LOC (01-211)
3
Section 10. Effective Date. This resolution shall take effect
adoption.
Passed And Adopted this 18th day of September 2001, at a regular
held.
(S ,AL)
Court, ex-officio
immediately upon its
meeting duly called and
FORM AND
APPROVED AS TO
CORRECTNESS:
County Attorney
7724v2/28902-00096/R~AUTH MSBU LOC (0 l-211)
4
TERM LOAN AGREEMENT
between
ST. LUCIE COUNTY, FLORIDA
and
BANK OF AMERICA
Dated September 21, 2001
Relating to
St. Lucie County, Florida
$5,000,000
Special Assessment Improvement Term Note, Seri
(MSBU Loan - Bank of America Facility)
7725v 1/28902-00096/A-LOAN AGREE
~s 2001
TABLE OF CONTENTS
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6.
SECTION 7.
1
DEFINITIONS
INTERPRETATION .................................. 5
THE LOAN .................................. 5
DESCRIPTION OF MSBU NOTE ................................................................ 5
EXECUTION OF MSBU NOTE ................................................................. 5
REGISTRATION AND TRANSFER OF MSBU NO rE .............................. 6
MSBU NOTE MUTILATED, DESTROYED, STOLi EN OR LOST ............ 7
SECTION 8. FORM OF MSBU NOTE .............................................................................. 7
SECTION 9. SECURITY FOR MSBUNOTE; MSBU NOTE NO7 DEBT OF THE
COUNTY ............................................................................................................................ 7
SECTION 10. COVENANTS OF THE COUNTY ............................................................. 7
SECTION 11. REPRESENTATIONS AND WARRANTIES
SECTION 12. CONDITIONS PRECEDENT
8
TAX COMPLIANCE ............................................................................... 10
SECTION 13.
10
10
11
SECTION 14. NOTICES
SECTION 15. EVENTS OF DEFAULT DEFINED
SECTION 16. REMEDIES
SECTION 17.
SECTION 18.
NO RECOURSE ....................................................................................... 11
PAYMENTS DUE ON SATURDAYS, SUNDAY,<
AMENDMENTS, CHANGES AND.MODIFICAT]
SECTION 19.
AND HOLIDAYS 12
ONS ......................... 12
12
SECTION 20. BINDING EFFECT
SECTION 21. SEVERABILITY ...................................................................................... 12
SECTION 22. EXECUTION IN COUNTERPARTS
SECTION 23. APPLICABLE LAW
12
12
7725v 1/28902-00096/A-LOAN AGREE
Page
This TERM LOAN AGREEMENT is made and entered
2001, by and between ST. LUCIE COUNTY, FLORIDA (the "C{
AMERICA (the "Bank").
WITNESSETH:
Whereas, the County has detennined that it will be necess
~to as of September 21,
~unty"), and BANK OF
ny, desirable and in the
best interests of the County and its inhabitants that the Coun~ undertake the MSBU
Projects hereinafter described from time to time, and that the M~BU Projects will serve
essential public purposes of the County; and
/
Whereas, the County has determined that it will be without adequate currently
available funds to pay the Initial MSBU Project Costs, and that it will be necessary that
funds be made available to the County in order to undertake the MS [3U Projects; and
Whereas, the County requested bids from various lending h tstitutions to provide the
County with financing for the Initial MSBU Project Costs; and
Whereas, pursuant to the Bid, a copy of which is attached hereto as Exhibit B, the
Bank has agreed to lend the County the aggregate principal amount )f $5,000,000 to finance
Initial MSBU Project Costs; and
Whereas, the Bid was determined to be the lowest responsi, re bid submitted; and
Whereas, the County has determined that it is in the be~, interest of the health,
safety, and welfare of the County and the inhabitants thereof that e County enter into the
Covenant to secure the obligation of the County to repay the princit,al of and interest on the
MSBU Note when due; and
Whereas, the obligation of the County to repay principa, of and interest on the
MSBU Note shall not constitute a general obligation or indebted~ ~ess of the County as a
"bond" within the meaning of any provision of the Constitution c f the State, but shall be
and is hereby declared to be a special, limited obligation of the C, )unty, secured solely by
the Covenant in the manner provided herein. The County is not aul horized to levy taxes on
any property of or in the County to pay the principal of or interest (,n the MSBU Note or to
make any other payments provided for herein. Furthermore, neither, the MSBU Note nor the
interest
thereon
shall be or constitute a lien upon the MSBU Pr4jects or upon any other
/
property of or in the County; /
!
Now, Therefore, in consideration of the premises and the ~nutual co_venants herein
set forth and other good and valuable consideration, the receipt andl sufficiency of which are
hereby acknowledged, the parties do hereby agree as follows:
Section 1. Definitions. The following terms shall have :he following meanings
herein, unless the text otherwise expressly requires:
"Act" means Chapter 125, Part I, Florida Statutes; as amer led, Ordinance No. 87-
77 of the Board, as amended, and other applicable provisions of law
"Advance" means each amount disbursed by the Bank to
Requisition.
"Authorized County Representative" means the Count Administrator or his
delegate.
"Authorized Investments" means any obligations, depo
evidences of indebtedness legal for investment pursuant to
inconsistent with the terms of the investment policy of the County
"Bank" means Bank of America, a national banking ass,ciation, acting by and
through its Commercial Banking Division, 625 North Flagler D~ive, West Palm Beach,
Florida.
''Bid" means the Bid of the Bank, a copy of which is attache/1 hereto as Exhibit B.
"Board" means the Board of County Commissioners of the ( ;ounty, as the governing
body of the County.
"Bond Counsel" means Squire, Sanders & Dempsey L.L.P.
"Business Day" means any day of the year other than a da, on which the Bank, or
the County are lawfully closed for business.
"Chairman" means the Chairman of the Board of Count Commissioners of the
County, or, in the Chairman's absence, the Vice-Chairman oi the Board of County
Commissioners, or such other person as may be duly authorized t~ act on the Chainnan's
behalf.
"Clerk" means the Clerk of the Circuit Court for St. Lt :ie, County, or, in the
Clerk's absence, any Deputy Clerk duly authorized to execute d~cuments or take other
action, as the case may be, on the Clerk's behalf.
"Code" means the Internal Revenue Code of 1986, as amenc.ed.
"County" means St. Lucie County, Florida.
"County Administrator" means the County Administrator as the chief executive
officer of the County.
"Covenant" means the County's covenant to budget and ppropriate funds to pay
the MSBU Note and the interest thereon, as set forth in Section 10 ereof.
2
7725v 1/28902-00096/A-LOAN AGREE
te County pursuant to a
t certificates, or other
aw, to the extent not
~d applicable law.
"Default" means an Event of Default as defined and describ~
"Disbursement Date" means any date on which proceeds ol
to the County.
"Fiscal Year" means the period from each October 1 to th,
30.
"Initial Disbursement Date" means the date on which the
Advance hereunder.
"h-fitial MSBU Project Costs" means the MSBU Project
the County prior to the time the MSBU Bonds for a particular MSB1
"Interest Rate" means sixty-seven and five-tenths percent (6
SWAP Ask Rate, as quoted on Bloomberg, plus 132 basis points
individually for each Advance subject to adjustment as provide,
MSBU Note; provided that, if the Note is not designated a
Obligation" under Section 265(b)(3)(B) of the Code, the Intere
percent (80%) of the 1-Year US SWAP Ask Rate as quoted on B1
points.
"Loan" means the loan by the Bank to the County for the
MSBU Project Costs pursuant to the terms of this Agreement.
"Maturity Date" means the date on which all outstanding
due as shown on Exhibit A hereto.
"MSBU" means a Municipal Services Benefit Unit created
the Board adopted from time to time.
"MSBU Assessments Resolution" means the resolutions ad
respect to an MSBU, providing for the establishment of the MS£
collection of MSBU Special Assessments within such MSBU.
"MSBU Bonds" means the permanent financing for an M
and issued from time to time by the Board.
"MSBU Bonds Proceeds" means the first proceeds, exclud
amounts deposited into a reserve account for the MSBU Bonds,
from the sales and delivery of any MSBU Bonds.
"MSBU Note" means the Special Assessment Improvem¢
Bank of America Facility) of the County in substantially the form al
A.
7725vl/28902-OOO96/A-LOAN AGREE
3
d in Section 16 hereof.
the Loan are disbursed
succeeding September
ounty receives the first
)sts paid or incurred by
Project are issued.
7.5%) of the I-Year US
, per annum, calculated
t in Schedule 1 to the
'Qualified Tax-Exempt
;t Rate shall be eighty
~omberg plus 187 basis
~urpose of financing the
principal of the Note is
mrsuant to resolution of
)pted by the Board with
U and for the levy and
SBU Project authorized
mg accrued interest and
received by the County
~t Note (MSBU Note -
tached hereto as Exhibit
"MSBU Project" means the improvements to be constructed
"MSBU Project Costs" means all or a portion of the cost o~
Project including, but not limited to: engineering, legal, accounting,
expenses for estimates of costs and of revenues; expenses for p
surveys; fees of fiscal agents, financial advisors or consultants;:
relating solely to the MSBU Project; reimbursement to the County
expended for the foregoing purposes (to the extent that such rein
under the Code); payment of interest on the Loan prior to its matur
and expenses as may be necessary or incidental to the financing or r{
Project.
"MSBU Special Assessments" means the special assess~
MSBU pursuant to MSBU Assessment Resolutions.
"Non Ad Valorem Revenues" means all revenues received
sources other than the levy of ad valorem taxes upon property, (b) m
to be unable to be applied to pay the principal of and interest on ti
subject to liens upon all or any specific portion of such revenues,
hereafter arising.
"Paying Agent" means the Clerk of the Circuit Court of the
"Payment Date" means the dates on which principal and i~
due, as shown on Schedule 2-1 to Exhibit A, hereto.
"Person" or words importing persons, means firms, as
(including without limitation, general and limited parmerships), j
estates, trusts, corporations, public or governmental bodies, other It
persons.
"Prepayment Date" means any date of prepayment of the p
by the County, whether in whole or in part.
"Principal Amount" means the aggregate mount of all Ac
and outstanding at any one time, which shall at no time exceed the
Million Dollars ($5,000,000).
"Register" means the books maintained by the Registrar
names and address of the Registered Owner of the Note.
"Registered Owner" means the person in whose name the {
Note is registered on the books maintained by the Registrar. The R,
the Bank.
7725vl/28902-OOO96/A-LOAN AGREE
within an MSBU.
undertaking an MSBU
and financial expenses;
[ans, specifications and
tdministrative expenses
for any sums heretofore
~bursement is permitted
ty; and such other costs
:financing of the MSBU
nents levied within an
by the County (a) from
~t restricted by law so as
le MSBU Note, and (c)
vhether now existing or
:erest on an Advance is
;ociations, partnerships
vint ventures, societies,
:gal entities, and natural
5_ncipal of any Advance
.vances made hereunder
~rincipal amount of Five
which are recorded the
~wnership of the MSBU
,~gistered Owner shall be
"Registrar" means the Person maintaining the Register. Th~
be the Clerk.
"Regulations" means the Income Tax Regulations prom~
Revenue Service under Sections 103 and 141 through 150 of the Co,
"Requisition" means a request for an Advance from the B
delivered by the Authorized County Representative, in substanti
hereto as Exhibit C.
''Resolution" means Resolution No. 01-211 of the Board, ad
2001, as amended and supplemented from time to time.
"State" means the State of Florida.
Section 2. Interpretation. Unless the context clearly requ
masculine gender shall be construed to include correlative words of
genders and vice versa, and words of the singular number shall
correlative words of the plural number and vice versa. This Agr~
and provisions hereof (a) have been negotiated between the Count3
not be construed strictly in favor of or against either party hereto; m
to effectuate the purpose set forth herein and to sustain the validity ~
Section 3. The Loan.
A. Loan. The Bank hereby makes and the County h
upon the terms and conditions set forth herein.
B. Disbursement of Proceeds. Proceeds of the Loan sl~
Advances made by the Bank to the County by deposit of the amo-
order of the County by 2:00 p.m. on each Disbursement Date h
funds as specified in a Requisition delivered to the Bank no late~
immediately preceding the Disbursement Date.
Section 4. Description Of MSBU Note. The obligation o:
Loan shall be evidenced by the MSBU Note. The MSBU Note sha
of initial delivery thereof; shall mature as set forth in the Note; sh~
and shall bear interest from its date until payment of the principa
Interest Rate. Interest shall be payable as set forth on Exhibit A, cal
360-day year and the actual number of days elapsed. The MSBU
whole or in part prior to maturity without penalty.
Section 5. Execution Of MSBU Note. The MSBU Note
name of the County by the Chairman and attested by the Clerk, ar
facsimile thereof shall be affixed thereto or reproduced thereon. ~I
signed and sealed on behalf of the County by any person who
7725v 1/28902-00096/A-LOAN AGREE
Registrar shall initially
dgated by the Internal
te.
ank, duly executed and
ally the form attached
opted on September 18,
· es otherwise, words of
he feminine and neuter
e construed to include
:ment and all the terms
and the Bank; (b) shall
td (c) shall be construed
ereof.
:reby accepts the Loan,
all be made available in
mt thereof to or for the
immediately available
than the Business Day
the County to repay the
.1 be dated as of the date
11 be in registered form;
amount thereof, at the
:ulated on the basis of a
Note may be prepaid in
shall be executed in the
d its corporate seal or a
he MSBU Note may be
the actual time of the
execution of such MSBU Note shall hold the appropriate office in
the date thereof the person may not have been so authorized. Ti
executed by the facsimile signatures of the Chairman and/or Clerl
one of the foregoing signatures must be a manual signature.
Section 6. Registration And Transfer Of MSBU Note. T
and shall have all the qualifies and incidents of negotiable instmm
Commercial Code-Investment Securities Laws of the State of Flori.
Owner, in accepting the MSBU Note, shall be conclusively deemed
MSBU Note shall be and have all of the qualities and incidents ot
thereunder.
There shall be a Registrar who shall be responsible for ma
The person in whose name ownership of the MSBU Note is shown
deemed the Registered Owner thereof by the County and the Regis,
the County, although at
Le MSBU Note may be
:, provided that at least
he MSBU Note shall be
snts under the Uniform
ia, and each Registered
:o have agreed that such
'negotiable instruments
intaining the Register.
~n the Register shall be
trar, who may treat the
Registered Owner as the absolute owner of the MSBU Note for all
the MSBU Note shall be overdue, and any notice to the contrary sh
the County or the Registrar.
Ownership of the MSBU Note may be transferred only up,
surrender to the Registrar for transfer or exchange of the MSBU N
assignment or written authorization for exchange, whichever is appli
urposes, whether or not
all not be binding upon
)n the Register. Upon
~te accompanied by an
cable, duly executed by
the Registered Owner or its attorney duly authorized in writing, the
the name of the Registered Owner or the transferee or transferees, as
fully registered MSBU Note of the same amount, maturity and int{
Note surrendered.
The MSBU Note presented for transfer, exchange, redem
required by the County or the Registrar) shall be accompanied by
instruments of transfer or authorization for exchange, in form
signature satisfactory to the County or the Registrar, duly executed b
or by his duly authorized attorney.
The County and the Registrar may charge the Registered O~
reimburse them for any expenses incurred in making any exchange
such exchange or transfer following the delivery of such MSBU Not
County may also require payment fi:om the Registered Owner or his
may be, of a sum sufficient to cover any tax, fee or other govemme~
imposed in relation thereto. Such charges and expenses shall be pai
MSBU Note shall be delivered.
The new MSBU Note delivered upon any transfer or exc]
obligation of the County, evidencing the same debt as the MSBU No
secured under this Agreement, and shall be entitled to all of the secu
to the same extent as the MSBU Note surrendered.
.egistmr shall deliver in
the case may be, a new
~rest rate as the MSBU
tion or payment (if so
~ written instrument or
and with guaranty of
the Registered Owner
~er a sum sufficient to
.r transfer after the first
s. The Registrar or the
transferee, as the case
ttal charge that may be
d before any such new
~ange shall be a valid
~e surrendered, shall be
city and benefits hereof
6
7725v 1/28902-00096/A-LOAN AGREE
Whenever the MSBU Note shall be delivere(~ to the Registr:
payment of the principal amount thereof, or for replacement, trar
MSBU Note shall be cancelled and destroyed by the Registrar,
certificate of destruction evidencing such destruction shall be fumis~
Section 7. MSBU Note Mutilated, Destroyed, Stolen
MSBU Note shall be mutilated, or be destroyed, stolen or lost, upc
famishing the Registrar satisfactory indemnity and complying wit
regulations and conditions as the County may prescribe and payin
County may incur, the Registrar shall issue and deliver a new MSE
the MSBU Note so mutilated, destroyed, stolen or lost, in lieu ot
MSBU Note, if any, destroyed, stolen or lost, or in exchange an
mutilated MSBU Note, upon surrender of such mutilated MSB:
RegiStrar and the cancellation thereof; provided however, if the
matured or be about to mature, instead of issuing a substitute MSB
pay the same, upon being indemnified as aforesaid, and if such MS
or destroyed, without surrender thereof. Any MSBU Note surrend
this Section 7 shall be cancelled by the Registrar.
Any such new MSBU Note issued pursuant to this sect
original, additional contractual obligation on the part of the County,
new MSBU Note, the lost, stolen or destroyed MSBU Note be at an'.
and such new MSBU Note shall be entitled to equal and proportions
to security for payment to the same extent as the MSBU Note origin~
Section 8. Form Of MSBU Note. The MSBU Note shall
form of Exhibit A hereto, with such variations, omissions and
necessary, desirable and authorized or permitted by this Agreement.
Section 9. Security For MSBU Note; MSBU Note Not
The payment of the principal of and interest on the MSBU Note sh
solely by the Covenant. The principal of and interest on the
constitute a general obligation or indebtedness of the County, ani
shall never have the right to or compel the levy of taxes upon ar.
County for the payment of the principal of and interest on the MSB
not be secured by, nor constitute, a lien upon the MSBU Projects or
the County, but shall be secured solely by the Covenant in the manta
Section 10. Covenants Of The County. Until the princip~
MSBU Note shall have been paid in full or until (a) there shall ha
Sinking Fund a sum sufficient to pay when due the entire principal
and to accrue on the MSBU Note to the Maturity Date, or (b) prov~
MSBU Note shall have been made in accordance with the provision
County covenants with the Registered Owner of the MSBU Note as
7725vlI28902-OOO96/A-LOAN AGREE
7
r for cancellation, upon
sfer or exchange, such
and counterparts of a
.ed to the County.
)r Lost. In case the
the Registered O~ner
such other reasonable
such expenses as the
U Note of like tenor as
'or substitution for the
d substitution for such
J Note, if any, to the
/[SBU Note shall have
Note, the County may
gU Note be lost, stolen
~red under the terms of
ion shall constitute an
vhether or not, as to the
f time found by anyone,
te benefits and rights as
dly issued hereunder.
be in substantially the
insertions as may be
Debt Of The'County.
ill be secured forthwith
MSBU Note shall not
the Registered Owner
y property of or in the
U Note. The Note shall
~pon any money if or in
:r provided herein.
~l of and interest on the
ue been set apart in the
of and interest accrued
sion for payment of the
~ of this Agreement, the
[ollows:
A. Covenant to Budget and Appropriate~ The COunty,
appropriate from Non-Ad Valorem Revenues amounts sufficient t.
payment of the principal of and interest on the MSBU Note. The C
annual budget, by amendment if necessary, such amounts of Non ~
shall be needed in order to provide for timely payment of the princil
MSBU Note, when due; provided that the Covenant shall be dc
subordinate to any lien, now existing or hereafter created, upon all,
Non-Ad Valorem Revenues and shall not be deemed to preclude th
pledging all or any specific source of Non-Ad Valorem Revenues t
any debt or obligation of the County hereafter issued, so long as s'
not have the effect of making unavailable sufficient amounts of Not
in amounts reasonably anticipated to be needed to pay the pfincip~
MSBU Note.
B. Paments. The County will punctually pay all prin
the MSBU Note when due by wire transfer or other medium accep
the Bank.
C. Financial Statements. Not later than 180 days fo[
fiscal year, the County will provide the Bank its Comprehensive Am
the County.
D. Annual Budget and Other Information. The Count,
budget in accordance with the Act, and will provide to the Bank (i)
budget for each fiscal year within 30 days of adoption thereof by
other public information as the Bank may reasonably request.
E. Tax Compliance. The County will take all actions m
exclusion from gross income for purposes of the Code of interest c
extent as on the date of issuance of the Note.
F. Other Covenants. The County shall comply with su,
as may be required by the Bank pursuant to its Official Bid and
attached hereto.
Section 11. Representations And Warranties. The
warrants to the Bank that:
A. Organization. The County is a political subdivisi,
existing under the laws of the State of Florida.
B. Authorization of Agreement and Related Document.
power and has taken all necessary action to authorize the execution
performance by the County of its obligations under, this Agreement
accordance with their respective terms. This Agreement and the
duly executed and delivered by the County and are valid and bit
:ovenants to budget and
) provide for the timely
)unty shall include in its
d Valorem Revenues as
~al of and interest on the
',emed to be junior and
)r any specific source of
s County from hereafter
a secure the payment of
~ch future issuance will
b-Ad Valorem Revenues
d of and interest on the
cipal of and interest on
table to the County and
owing the end of each
mai Financial Report of
will prepare its annual
copy of its final annuat
:he Board and (ii) such
~,cessary to maintain the
n the Note to the same
:h additional covenants
specified in Exhibit B
2ounty represents and
~n, duly organized and
;. The County has the
and delivery of and the
and the MSBU Note in
4SBU Note have been
ting obligations of the
8
7725vl/28902-OOO96/A-LOAN AGREE
County, enforceable against the County in accordance with their res
the extent that such enforcement may be limited by laws regarding
reorganization or moratorium applicable to the County or by gem
regarding the availability of specific performance.
C. Non Ad Valorem Revenues. The County currentl
Valorem Revenues and is legally entitled to covenant to budget an4
Non Ad Valorem Revenues amounts necessary to pay the pfincip~
MSBU Note when due. The Non Ad Valorem Revenues are estin
pay the principal of and interest on the MSBU Note as the same b
Maturity Date and, together with MSBU Bonds Proceeds, to pay all
on the MSBU Note on the Maturity Date. The County shall take all
to enable the County to continue to receive the Non Ad Valorem
amounts necessary to pay principal and interest on the MSBU No
from some other source.
D. Financial Statements. The financial statements of tl
Year ended September 30, 2000, previously provided to the Banl~
accordance with generally accepted accounting principles and pre
condition of the County as of such date and the results of its operal
ended. Since such date, there has been no material adverse (
condition, revenues (including, without limitation, the Non A
properties or operations of the County.
Section 12. Conditions Precedent. The obligation of the
is subject to the satisfaction of each of the following conditions pn
Initial Disbursement Date:
A. Action. The Bank shall have received a copy of the
complete and correct as of the closing date, together with an e:
executed MSBU Note, and the customary closing certificates.
B. Incumbency of Officers. The Bank shall have r,
certificate of the County in respect of each of the officers who is
Agreement and the related financing documents on behalf of the Co'
C. Opinion of Counsel to the County. The Bank shall
opinion of counsel to the County addressing matters relating to (1)
of the County; (2) the due adoption of the Resolution; (3) the
execution of this Agreement and the MSBU Note and the related fi
(4) the absence of litigation against the County relating to its exi,'
proceedings for the authorization and issuance of the MSBU Note
satisfactory to the Bank.
D. Opinion of Bond Counsel. The Bank shall hav~
opinion of Bond Counsel or, alternatively, a letter from Bond Court
7725v l/28902-OOO96/A-LOAN AGREE
9
pective terms, except to
bankruptcy, insolvency,
ral principles of equity
y receives the Non Ad
appropriate from such
of and interest on the
~ted to be sufficient to
~comes due prior to the
principal of and interest
lawful action neceSsary
?,evenues in at least the
e to the extent not paid
te County for the Fiscal
have been prepared in
sent fairly the financial
ions for the period then
:hange in the financial
t Valorem Revenues),
Bank to make the Loan
~cedent on or before the
Resolution certified as
ecuted Agreement, the
,~ceived an incumbency
authorized to sign this
mty,
have received a written
the corporate existence
due authorization and
~ancing documents; and
tence or powers, or the
in form and substance
received an approving
;el authorizing the Bank
to rely on the approving opinion of Bond Counsel delivered to the,
MSBU Note to the same extent as if such oPinion were addressed to
E. Representations and Warranties; No Default. TI
warranties made by the County herein shall be true and correct in
and as of the Initial Disbursement Date, as if made on and as of suc
have occurred and be continuing as of the Initial Disbursement Dat
consummation of the Loan; and the Bank shall have received a c~
to the foregoing effect.
F. Other Documents. The Bank shall have received
certificates and opinions as the Bank or its counsel shall have reaso~
Section 13. Tax Compliance. Neither the County, nor am.
the County has control, will make any use of the proceeds of the
during the term hereof which would cause the MSBU Note to b~
bond" within the meaning of Section 103(b)(1) of the Code, (2) an
the me~g of Section 103(b)(2) of the Code or (3) not a '
Obligation within the meaning of Section 265(b)(3)(B) of th
covenants throughout the term of the MSBU Note, to comply with
Code and the Regulations, as amended from time to time.
Section 14. Notices. All notices, certificates or other co~
shall be sufficiently given and shall be deemed given when hand
telecopier, mailed by registered or certified mail, postage prepaid,
service to the parties at the following addresses:
St. Lucie County, Florida
2300 Virginia Avenue
Fort Pierce, Florida 34982-5652
Attention: County Attorney
Bank of America
625 N. Flagler Drive, 10th Floor
West Pall Beach, Florida 33401
Attention: Vanessa Civalero, Client Manage
Any of the above parties may, by notice in writing given to the othe
or different addresses to which subsequent notices, certificates o:
shall be sent. Communication via telecopier shall be confirmed by
or courier, as specified above, of an original promptly after
telecopier.
Section 15. Events Of Default Defmed. The followh
Default under this Agreement, and the terms "Default" and "Events
7725vl/28902-OOO96/A-LOAN AGREE
10
2ounty in respect to the
the Bank.
~e representations and
all material respects on
h date; no Default shall
~ or will result from the
ificate from the County
such other documents,
ably requested.
~ third party over whom
(SBU Note at any time
: (1) a "private activity
"arbitrage bond" within
'Qualified Tax-Exempt
: Code. The County
the requirements of the
n-nunications hereunder
delivered, delivered by
or delivered by courier
Vice President
rs, designate any further
other communications
delivery by hand, mail,
ach communication by
shall be "Events of
of Default" shall mean
(except where the context clearly indicates otherwise), any one o more of the following
events:
A. failure by the County to make any payment of princ~pai of or interest on the
Note within three (3) days of the applicable Payment Date or the M~mrity Date.
1
B. failure by the County to observe and perform any o[her covenant, condition
or agreement on its part to be observed or performed under this At ;reement 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 .;tatement by the County
or by an officer or agent of the County in this Agreement or in any instnunent furnished in
compliance with or in reference to this Agreement which is false or misleading in any
material adverse respect; 1
D. the filing of a petition against the County~nder any bankmptcy,
reorganization, arrangement, insolvency, readjusWnent of debt, dissolution or liquidation
law of any jurisdiction, whether now or hereafter in effect, if an o:
under such petition or such petition is not dismissed within sixty (6(
E. the filing by the County of a voluntary petition ir
relief under any provision of any bankruptcy, reorganization, a:
readjustment of debt, dissolution or liquidation law of any jurist
:der for relief is entered
days of such filing;
bankruptcy or seeking
rangement, insolvency,
iction, whether now or
hereafter in effect, or the consent by the County to the filing of anYlPetition against it under
such law; or
l
F. the admission by the County of its insolvency or b~n2cruptcy or its inability
to pay its debts as they become due or that it is generally not payin~ its debts as such debts
become due, or the County's becoming insolvent or bankntpt or r~aking an assigrn'nent 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 an:~ of its property taking
possession thereof and such order remaining in effect or such p(,ssession continuing for
more than sixty (60) days.
Section 16. Remedies. The Bank may sue to protect and
including the fight to specific performance, existing.under the law~,
of the United States of America, or granted and contained in this Al
and compel the performance of all duties required by this Agreem
laws to be performed by the County, the Board or by any officer
steps to enforce this Agreement to the full extent permitted or auth~
State of Florida or the United States of America.
Section 17. No Recourse. No recourse shall be had f
principal of and interest on the MSBU Note or for any claim base,
7725vl/28902-OOO96/A-LOAN AGREE
11
fforce any and all rights,
of the State of Florida,
reement, and to enforce
mt or by any applicable
~ereof, and may take all
)rized by the laws of the
>r the payment of the
on the MSBU Note or
on this Agreement, against any present or former member or offi,
person executing the MSBU Note.
Section 18. Payments Due On Saturdays, Sundays An(
where the date for making any payment or the last date for perfor
exercise of any fight, as provided in this Agreement, shall be oth,
then such payment or performance shall be made on the succeedinl
same force and effect as if done on the nominal date provided in tt
that interest on any monetary obligation hereunder shall accrue at tl
including the date of such payment.
Section 19. Amendments, Changes And Modifications.
amended only in writing signed by both parties hereto.
Section 20. Binding Effect. To the extent provided here:
be binding upon the County and the Bank and shall inure to the b{
the Bank and their respective successors and assigns.
Section 21. Severability. In the event any provision of
held invalid or unenforceable by any court of competent jurisdictio
invalidate or render unenforceable any other provision hereof.
Section 22. Execution In Counterparts. This Agreemen~
executed in several cotmterparts, each of which shall be an origim
constitute but one and the same instrument.
Section 23. Applicable Law. This Agreement shall be go'
in accordance with the laws of the State.
7725vl/28902-OOO96/A-LOAN AGREE
12
:er of the Board or any
Holidays. In any case
nance of any act or the
~ than a Business Day,
Business Day with the
~s Agreement, provided
te applicable rate to and
This Agreement may be
n, this Agreement shall
~nefit of the County and
his Agreement shall be
~, such holding shall not
may be simultaneously
and all of which shall
erned by and construed
In Witness Whereof, the parties hereto have duly execut~
the date first above written.
(SEAL)
ATTEST:
Clerk of the Circuit Court, ex-officio
ST. LUCIE COUNt_
By:
Clerk of the Board of County Commissioners
Chairman of t
Commissione
APPROVED AS TO
CORRECTNESS:
County Attorney
BANK OF AMERIC
13
:d this Agreement as of
Title
By:
5, FLORIDA
ne Board of County
:S
.;ORM AND
7725vl/28902-OOO96/A-LOAN AGREE
EXHIBIT A
FORM OF NOTE
No. R-1
ST. LUCIE COUNTY, FLORIDA
SPECIAL ASSESSMENT IMPROVEMENT N
SERIES 2001
(MSBU LOAN - BANK OF AMERICA FACff
RATE OF INTEREST
MATURITY DATE
Sixty-seven and five-tenths
percent (67.5%) of the 1-Year
US SWAP Ask Rate as quoted
on Bloomberg plus 132 basis
points per annum, subject to
adjustment as provided in
Schedule 1 hereto
September 20, 2006
REGISTERED OWNER: Bank of America
.MAXIMUM PRINCIPAL AMOUNT: Five Milhon Dollars
KNOW ALL MEN BY THESE PRESENTS, that St. Lu
"County"), for value received, hereby promises to pay to the RegL,
above, or registered assigns, solely from the special funds herein
Maturity Date specified above, the total of the then outstandir
Schedule 2-1 and 2~2 attached hereto and forming a part her
Maximum Principal Amount shown above, upon presentation and
office of the County Finance Director as Registrar and Paying Age:
thereon at the Rate of Interest shown above, determined separate
shown on Schedule 2-1 hereto, and subject to adjustment as set fort
hereto from the date of this Note or from the most recent Paymen
has been paid, whichever is applicable, until payment of suc]
Advances and interest thereon shall be due and payable one ye~
Advance as shown on Schedule 2-1 hereto, unless extended, bl
medium acceptable to the County and to such Registered Owm
Payment Date for payment of an Advance for one additional year
7725vl/28902-OOO96/A-LOAN AGREE
A-1
$5,000,000
DTE,
DATE OF ISSUE
September 21, 2001
.e County, Florida (the
tered Owner designated
after mentioned, on the
g Advances shown on
~of, not to exceed the
surrender hereof at the
~t, together with interest
ly for each Advance as
x in Schedule 1 attached
Date to which interest
Advances. Individual
fi.om the Date of the
~ wire transfer or other
~r. An extension of the
may be effected by the
County's delivering a Notice of Extension to the-Registered O~
Payment Date. The principal of, premium, if any, and interest on
lawful money of the United States of America.
This Note is issued to finance the initial costs of the acquis
various MSBU Projects within the County under the authority of
with the Constitution and Statutes of the State of Florida, includ
125, Part I, Florida Statutes, Ordinance No. 87-77 of St. Lucie Cour
and other applicable provisions of law, and Resolution No. 01-21
Board of County Commissioners (the "Board") on September 18, ~
and a Loan Agreement between the County and Bank of Ameri¢
2001 (the "Agreement"), to which reference should be made to m
conditions.
This Note is payable from and secured solely by the c,
contained in Section 11 of the Agreement, to annually budget and al
Registered Owner hereof the amount due and payable under the Nol
and on the Maturity Date (the "Covenant") all in the manner proviz
terms and conditions of such Resolution and the Agreement.
The principal of and interest on this Note shall not constitut
indebtedness of the County, and the Registered Owner shall never
or compel the levy of taxes on any property of or in the County
principal of and interest on this Note. The principal of and interest
secured by a lien upon the MSBU Projects, or upon any property
shall be secured solely by the Covenant in the manner provi
Agreement. Reference is made to the Agreement for the prov/sion
for payment of this Note and the duties and obligations of the Counl
This Note may not be transferred or assigned by the Regisl
prior written consent of the County.
It is hereby certified and recited that all acts, conditions an
Constitution and laws of the State of Florida to be performed,
precedent to and in the issuance of this Note, have been performed,
in regular and due form and time as so required.
7725vl/28902-OOO96/A-LOAN AGREE
A-2
rner on or before such
his Note are payable in
tion and construction of
and in full compliance
ng particularly Chapter
.ty, Florida, as amended,
· 1, duly adopted by the
!001 (the "Resolution"),
a, dated September 21,
.certain those terms and
)venant of the County,
~propriate and pay to the
e on each Payment Date
[ed in and subject to the
: a general obligation or
~ave the fight to require
for the payment of the
an this Note shall not be
)f or in the County, but
ded herein and in the
~ relating to the security
y hereunder.
ered Owner without the
things required by the
to exist and to happen
~xist and have happened
IN WITNESS WHEREOF, St. Lucie County, Florida, has
executed by the Chairman or Vice-Chairman of its Board of Cotr
attested by the Clerk or Deputy Clerk of the Circuit Court, ex offic
County Commissioners, either manually or with their facsimile sig
facsimile thereof to be affixed, impressed, imprinted, lithographed
of the Date of Issue set forth above.
(SEAL)
ATTEST:
By:
Clerk of the Circuit Court, ex-officio
Clerk of the Board of County Commissioners
7725vl/28902-00096/A-LOAN AGREE
A-3
caused this Note to be
~ty Commissioners, and
[o Clerk of the Board of
~amres, and its seal or a
or reproduced hereon as
ST. LUCIE COLE
By:
Chairman oft
Commissione
xlTY, FLORIDA
Board of County
SCHEDULES TO
ST. LUCIE COUNTY, FLORIDA
SPECIAL ASSESSMENT IMPROVEMENT TEI~
SERIES 2001
(MSBU LOAN - BANK OF AMERICA FAC~I'
Schedule 1 - ADJUSTMENTS TO INTEREST RA
EVENTS
Schedule 2 1 SUMMARY OF ADVANCES
Schedule 2-2 PAYMENT RECORD
7725vl/28902-OOO96/A-LOAN AGREE
NOTE,
TEINCERTA]N
SCHEDULE 1
ADJUSTMENTS TO INTEREST RATE IN CERTAX
For the purposes of this Schedule 1, the following terms hav
"Default Rate" means twelve percent (12%).
"Determination of Taxability-" means the circumstances of
on the Note becoming includable for federal income tax purposes in
Noteholder as a consequence of any act, omission or event wh
otherwise provided in Subsection A(2), regardless of whether tl
beyond the control of the Board or the Issuer. A Determinatio:
deemed to have occurred upon: (1) the receipt by the Board or Not~
a copy of an Internal Revenue Service Technical Advice Memoran,
of Deficiency which holds that any interest payable on the Note is
income of the Noteholder; (2) the issuance of any public or priva
Revenue Service that any interest payable on the Note is includabh
the Noteholder; or (3) receipt by the Board or Noteholder of an opin
any interest on the Note has become includable in the gross incorr
federal income tax purposes. For all purposes of this definitfl
Taxability will be deemed to occur on the date as of which the
deemed includable in the gross income of the Noteholder. Howeve~
reasonable oppommity to contest the memoranda, notices, rulings
clauses (1), (2) and (3) above before a Determination of Taxability
occurred, but, if unsuccessful, such Determination of Taxability s~
applicable date under clause (1), (2) or (3) above.
"Federal Rate" means, at any time, the then-current max
federal corporate income taxation imposed pursuant to the Code.
"Noteholder" means Bank of America or the successor hold.
'2Xloteholder's Adjusted Cost of Funds" means the fra
percentage), determined by Bank of America (in each case fi:orr
financial statements), of the total interest expense of the Noteholde
divided by the total average adjusted bases of all assets of the
calendar year as determined under Section 265(b)(2)(B) of the
provision.
"State Rate" means, at any time, the then-current maxi
corporate income tax imposed by the State of Florida.
7725v 1/28902-00096/A-LOAN AGREE
SCHEDULES 1-1
q EVENTS
the meanings below:
aterest paid or payable
the gross income of the
atsoever and except as
te same was within or
a of Taxability will be
;holder of an original or
turn or Statutory Notice
includable in the gross
:e ruling of the Internal
; in the gross income of
[on of bond counsel that
e of the Noteholder for
m, a Determination of
interest on the Note is
, the County will have a
ir opinions described in
will be deemed to have
all be retroactive to the
[mum marginal rate of
r of the Note.
ction (expressed as a
an examination of its
r for each calendar year
Noteholder during the
,~ode or any successor
aum marginal rate of
"Taxable Rate" means a fixed interest rate per annum equal
of the 1-Year US SWAP Ask Rate as quoted on Bloomberg plus 40~
A. The interest rate under the Note will be adjusted as fi
1. Alternative Minimum Tax Where Note I~
Preference Item. If the Noteholder or its parent holding corn
minimum tax in any tax year and the interest on the Note
item under Section 57(a)(5) or any successor provision oft]
rate on the Note otherwise applicable for the period during
interest on the Note is a direct tax preference item will be
equal to (A- B) x C where:
(a) A equals the interest rate on the Nc
expressed as a percentage;
(b) B equals the Noteholder's Adjusted
(c) C equals the maximum marginal
minimum tax expressed as a decimal (currently .20);
no such interest increase will be paid by the Issue
relate primarily to changes in holdings of the N
holding company.
2. Alternative Minimum Tax Where Note Inl
Preference Item. If the Noteholder or its holding comp
minimum tax in any tax year and the interest on the Iq
preference item under Section 57(a)(5), but is an indin
because of the application of Section 56(g) or any successo
then the interest rate on the Note otherwise applicable for th
year in which interest on the Note is an indirect tax preferen~
by an amount equal to (A- B) x C where:
(a) A equals the interest rate on the N,
expressed as a percentage;
(b) B equals the Noteholder's Adjusted
(c) C equals 75% of the maximum
alternative minimum tax expressed as a decimal, or,
to effectively increase or decrease the percentage
which is subject to such indirect alternative minimu
the percentage of such interest which is effectively
alternative minimum tax; provided, however, that
paid by the Issuer if such circumstances relate
holdings of the Noteholder or its parent holding con
7725v 1/28902-00096/A-LOAN AGREE
SCHEDULES 1-2
to eighty percent (80%)
basis points.
[lows:
tterest is a Direct Tax
pany pays an alternative
a direct tax preference
Code, then the interest
such tax year in which
increased by an amount
,te otherwise applicable
ost of Funds; and
rate of the alternative
provided, however, that
r if such circumstances
oteholder or its parent
.~rest is an Indirect Tax
my pays an alternative
otc is not a direct tax
~.ct tax preference item
provision of the Code,
period during such tax
:e item will be increased
Ite otherwise applicable
ost of Funds; and
marginal rate of the
if the Code is amended
of interest on the Note
x~ tax, then C will equal
subject to such indirect
to such increase will be
~rimarily to changes in
)any.
3. Loss of Federal Income Tax Deduction for
the federal income tax deduction for state income tay
payments received under the Note during any period is
change in the tax laws or regulations, then the interest ra
applicable will be increased during such period by an amou
D where:
(a) A equals the fraction (expressed as
state income tax disallowed as a result of such tax la'
(b) B equals the rate of the applic~
(expressed as a decimal);
(c) C equals the maximum federal cm
effect for the Noteholder (expressed as a decimal); aa
(d) D equals the interest rate on the N(
expressed as a percentage.
4. Partial Taxability. If the interest payments ]
during any period become partially taxable because of any c
regulations, then the interest rate on the Note otherwise appl
during such period by an amount equal to (A - B) x C where
(a) A equals the Taxable Rate (expressed
(b) B equals the interest rate on the No'
expressed as a percentage; and
(c) C equals the fraction of the interest
has become taxable as the result of such tax c
decimal).
5. Loss of QTEO Status under Section 265(b),
Note is determined not to be a "Qualified Tax-Exempt Ob
265(b)(3)(B) of the Code, then the original interest rat~
requisition will be adjusted to a fixed interest rate per annurr
(80%) of the 1-Year US SWAP Ask Rate as quoted on Biz
points, retroactive to the date of loss of"QTEO" status.
6, Other Change in Tax Laws. If the tax
amended to decrease the Federal Rate, to cause the inte~
taxable, to be subject to a minimum tax or an altemati,~
otherwise decrease the effective after-tax yield on the lX
(directly or indirectly, other than upon a Determination o
State Income Taxes. If
;s paid on the interest
· educed because of any
: on the Note otherwise
nt equal to A x B x C x
decimal) of the total
change;
tble state income tax
porate tax rate then in
td
~te otherwise applicable
'eceived under the Note
range in the tax laws or
icable will be increased
as a percentage);
otherwise applicable,
rate on the Note which
~ange (expressed as a
3)03). In the event the
ligation" under Section
with respect to each
equal to eighty percent
~omberg plus 187 basis
~ws or regulations are
est on the Note to be
e minimum tax, or to
'ote to the Noteholder
Taxability or upon a
SCHEDULES 1-3
7725v 1/28902-00096/A-LOAN AGREE
change described in (1) through (4) above) then the interest
adjusted to cause the effective after-tax yield on the Note to
the Note would have been in the absence of such change c
laws or regulations. If the tax laws or regulations are a
effective after-tax yield on this Note to the Noteholder (i
increase in the Federal Rate) then the interest rate on the N
cause the effective after-tax yield on this Note to equal wl~
been in the absence of such change or amendment in the t
Upon a Determination of Taxability, the interest rate applic:
the Taxable Rate.
B. The above adjustments will be cumulative, but in n
rate on the Note exceed the maximum rate permitted by law or the
is lower. The above adjustments to the interest rate on the Note
effective date of the applicable change in the tax laws or regulatio~
and all other tax rates and interest rates are expressed as annual
partial adjustment will be made if the tax law change is effective
Noteholder's tax year or if interest on the Note does not accrue for'
rate on the Note will be
equal what the yield on
r amendment in the tax
mended to increase the
ncluding by way of an
ote will be decreased to
at the yield would have
ax laws or regulations.
tble to the Note shall be
, event will the interest
'axable Rate, whichever
w/Il be effective on the
ts. Interest on the Note
'ates. However, proper
ffter the first day of the
he entire tax year of the
Noteholder. Adjustments which create a circular calculation because the interest rate on the
Note is affected by the calculation will be carried out sequentially, increasing the interest
rate on the Note accordingly in each successive calculation using as the new value the
increase in the interest rate on the Note until the change on the in'rest rate caused by the
next successive calculation of the adjustment is de minimis. If mort
A(1) through A(5) apply, then the interest rate on the Note will be
which listed above.
C. To the extent an adjustment to the interest rate on ~
within 3 months of the event giving rise to the adjustment, and suct
negligence of the Noteholder, the additional interest due as a result
be paid with interest compounded monthly (on principal only) at th
the interest rate on the Note. All unpaid amounts determined to be c
calculation will be due and payable within 30 days after delivery of
such adjustment, and will be paid to the Noteholder of record during
adjustment relates. This obligation will survive the payment and c:
but shall not include any adjustment with respect to which the I~
increase in tax liability.
D. Upon the occurrence of a Determination of Taxabil
interest at the Taxable Rate and the County agrees to pay to the Not,
interest or past due taxes payable by such Noteholder (but not due t(
the Noteholder) to the Internal Revenue Service by reason thereof.
The Note shall be payable with respect to both principal
money of the United States of America at the office of the Payin
provided, however, that as long as the Bank is the registered ov
payment shall be made at the office of the Bank after receipt flor
than one of paragraphs
adjusted in the order in
he Note is not effected
t delay is not due to the
of such adjustment will
s rate which is equal to
wing as a result of such
notice of the amount of
the period to which the
mcellation of the Note,
older cannot suffer an
ty, the Note shall bear
,~holder any penalties or
any negligent delay of
and interest in lawful
g Agent and Registrar;
ruer of the Note, such
the Bank, at least 10
SCHEDULES 1-4
7725v 1/289024)0096/A-LOAN AGREE
business days prior to an interest payment date on the Note, of an in
of interest and, if applicable, principal due on the Note.
Any mount due and not paid under the Note within thr
shall bear interest at the Default Rate until paid.
7725V 1/28902-00096/A-LOAN AGREE
SCHEDULES 1-5
?oice stating the mount
(3) days of the date
SCHEDULE 2-1
ST. LUCIE COUNTY
SPECIAL ASSESSMENT IMPROVEMENT TER~
SERIES 2001
(MSBU LOAN - BANK OF AMERICA FACIL
SUMMARY OF ADVANCES
NOTE,
REQUISITION AMOUNT INTEREST
NO. DATE ADVANCED ADVANCED RATE
7725vl/28902-OOO96/A-LOAN AGREE
SCHEDULES 2-1
SCHEDIILE 2-2
ST. LUCIE COUNTY
SPECIAL ASSESSMENT IMPROVEMENT TERM N
SERIES 2001
(MSBU LOAN - BANK OF AMERICA FACILITY
PAYMENT RECORD
REQUISITION NO.
)TE,
)
7725v 1/28902-00096/A-LOAN AGREE
SCHEDULE 2-2
INTEREST PRINCIPAL PRINCIPAL
DATE PAYMENT PAYMENT BALANCE
EXHIBIT B
BANK'S BID LETTER
7725vl/28902-OOO961A-LOAN AGREE
B-1
EXHIBIT C
FORM OF REQUISITION
LOAN ADVANCE REQUEST:
Date:
Requisition No.
Under the terms of the $5,000,000 Special Assessment Improver
2001, dated September 21, 2001 (the "Note"), and the Loan Agreem
provisions of which are hereby incorporated herein by reference, the mar
Advance in the amount of $ to be credited to the accr
account #
The MSBU Project for which this advance is requested is as follo~
[NAME PROJECT AND COUNTY RESOLUTION AUTHORIZi
It is understood and acknowledged that the amount of this Advan~
full, together with interest, on the anniversary of the date of this Advance
2-1 to the Note, unless extended by delivering a Notice of Extension ir
attached as Exhibit D to the Loan Agreement.
ST. LUCIE COUN'I'~
By:
7725vl/28902-00096/A-LOAN AGREE
C-1
ent Term Note, Series
~nt related thereto, the
.ersigned applies for an
mat of the undersigned,
NG PROJECT]
',e is due and payable in
as shown on Schedule
substantially the form
', FLORIDA
EXHIBIT D
NOTICE OF EXTENSION OF REPAYMENT DA 'E
Date:
Requisition No.
Requisition Amount:
Requisition Interest Rate:
Under the terms of the $5,000,000 Special Assessment Improvee
2001, dated September 21, 2001 (the "Note"), and the Loan Agreem~
undersigned hereby gives notice of its intention to extend the repayment
referenced requisition to ,20 .
Date:
ST. LUCIE COUNT~
By:
ACKNOWLEDGEMENT
The undersigned representative of Bank of America hereby ackno~
the'foregoing extension of the repayment due date for the above-reference,
Date:
7725¥ 1/28902-00096/A-LOAN AGREE
BANK OF AMERIC~
By:
Title
~ent Term Note, Series
mt related thereto, the
~lue date for the above-
FLORIDA
'ledges and consents to
requisition.
D-1