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HomeMy WebLinkAbout11-151RESOLUTION N0.11-151 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA AUTHORIZING AND AWARDING THE NEGOTIATED SALE OF THE NOT TO EXCEED $6,400,000 TOURIST DEVELOPMENT TAX IMPROVEMENT AND REFUNDING REVENUE BOND, SERIES 2011A, TO REFUND THE COUNTY'S OUTSTANDING TOURIST DEVELOPMENT TAX REVENUE BOND, SERIES 2003 AND TO FUND THE ACQUISITION AND CONSTRUCTION OF ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE ST. LUCIE COUNTY SPORTS CENTER, AND THE NEGOTIATED SALE OF THE NOT TO EXCEED $1,500,000 TOURIST DEVELOPMENT TAX REFUNDING REVENUE BOND, TAXABLE SERIES 2011B, TO REFUND THE COUNTY'S OUTSTANDING IMPROVEMENT REVENUE NOTE, TAXABLE SERIES 2003C; AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE ST. LUCIE COUNTY SPORTS CENTER; PROVIDING FOR PAYMENT OF THE SERIES 2011A BOND AND THE SERIES 2011B BOND FROM THE FOURTH CENT TOURIST DEVELOPMENT TAX AND A PORTION OF THE FIFTH CENT TOURIST DEVELOPMENT TAX SUPPORTED BY A COVENANT TO BUDGET AND APPROPRIATE ADDITIONAL FUNDS AS NEEDED; MAKING CERTAIN COVENANTS IN CONNECTION THEREWITH; AUTHORIZING FURTHER OFFICIAL ACTION IN CONNECTION WITH THE DELIVERY OF THE SERIES 2011A BOND AND THE SERIES 2011B BOND; ACCEPTING THE PROPOSAL OF JPMORGAN CHASE BANK, N.A., TO PURCHASE THE SERIES 2011A BOND AND THE 2011B BOND; AND PROVIDING AN EFFECTIVE DATE. BE TT 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 Chapter 125, Part I, Florida Statutes, as amended, and Chapter 159, Part I, Florida Statutes, Ordinance Nos. 02-36, 03-12 and 11-028 of St. Lucie County, Florida as amended, and other applicable provisions of law (collectively, the "Act"). 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 numbers shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Authorized Investments" means those investments permitted by the county's investment policy as in effect from time to time. "Bank" means JPMorgan Chase Bank, N. A., a national banking association, with offices in Orlando, Florida, and any successor owner of the Bond. "Board" means the Board of County Commissioners of St. Lucie County, Florida. "Bond" means collectively, the Series 2011A Bond and the Series 2011B Bond, each in substantially the form attached hereto as Exhibit B, with such modifications or changes thereto as may be necessary or desirable, in the opinion of the County Administrator, upon the advice and recommendation of the Financial Advisor, the County Attomey, and Bond Counsel, to conform the terms thereof to the terms of the Commitment or to secure for the County any additional rights or privileges not inconsistent with the terms of the Commitment, such approval to be presumed by the execution and delivery thereof by the County to the Bank. "Bond Counsel" means Bryant Miller Olive P.A., or such other law firm having a nationally-recognized practice in the areas of local, state, and federal law related to the debt obligations of state and local governments. "Chair" means the Chair of the Board, or in the Chaifs absence, the Vice Chair. "Clerk" means the County Clerk of the County or in the Clerk's absence, any Deputy Clerk. "Closing Date" means September 30, 2011, or such other date mutually agreeable to the County and the Bank. "Commission" means the County Commission, as the governing body of the County. "Commitment" means the proposal for the making of the Loan dated September 9, 2011 submitted to the County by the Bank and included as Exhibit A hereto, as amended or modified prior to the adoption of this Resolution. "County" means St. Lucie County, Florida, a political subdivision of the State of Florida. "County Administrator" means the County Administrator of the County or his designee. "County Attorney" means the County Attorney of the County. "Facility Use Agreement" means the Facility Use Agreement for the St. Lucie County Sports Complex between the County and Sterling Facility Services, L.L.C., dated August 1, 2003, as amended from time to time. "Finance Director" means the Finance Director of the County. "Financial Advisor" means Public Financial Management, Orlando, Florida. 2 "Fiscal Year" means the period from each October 1 to the succeeding September 30, or such other fiscal year as may be provided by law for the County. "Loan" means the advance of moneys from the Bank to the County pursuant to the terms of this Resolution. "Non-Ad Valorem Revenues" means all legally available non-ad valorem revenues of the County budgeted and appropriated for payment of the principal of and interest on the Bond in the event the Pledged Revenues alone are insufficient for that purpose; provided, however, that Non-Ad Valorem Revenues shall be received by the County (a) from sources other than the levy of ad valorem taxes upon property, and (b) not be restricted by law so as to be unable to be applied to pay the principal and interest on the Bond. "Pledged Revenues" means the proceeds of (1) the fourth percent tourist development tax levied and collected within the County pursuant to the provisions of Section 125.0104(3)(1) Florida Statutes and County Ordinances Nos. 02-36, No. 03-12 and 11-028, and (2) sixty seven percent (67%) of the fifth percent tourist development tax levied and collected within the County pursuant to the provisions of Section 125.0104(3)(n)1, Florida Statutes, and County Ordinances No. 02-36, No. 03-12 and 11-028 . "Principal Amount" means the not to exceed principal amount of the Loan in the amount of Seven Million Nine Hundred Thousand and No/100 Dollars ($7,900,000.00). "Project" means the acquisition and construction of certain capital improvements to the St. Lucie County Sports Complex including construction of a right field terrace, acquisition of a digital scoreboard, and acquisition of County capital equipment to be located or used at the St. Lucie County Sports Complex, together with such additions thereto, modifications thereof, or deletions therefrom as may be approved by the Board from time to time, subject to the opinion of Bond Counsel that such additions, modifications, or deletions will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bond. "Project Costs" means all or a portion of the cost of undertaking the Project including, but not limited to: 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 relating solely to the Project; reimbursement to the County for any sums heretofore expended for the foregoing purposes (to the extent that such reimbursement is permitted under the Code); payment of capitalized interest on the Loan; and such other costs and expenses as may be necessary or incidental to the financing or refinancing of the Project. "Rate of Interest" means a fixed rate of interest set forth in each Bond determined in accordance with the rate lock procedure set forth in the Commitment (subject to adjustment from time to time as described in Exhibit B), which rate shall be calculated on the basis of a 360-day year consisting of twelve 30 day months. 3 "Refunded Bond" means collectively, the Counts outstanding Tourist Development Tax Revenue Bond, Series 2003, dated September 10, 2003 and the County's outstanding Improvement Revenue Note, Taxable Series 2003C, dated September 17, 2003. "Resolution" means, collectively, this resolution and all resolutions amendatory hereof and supplemental hereto. "Series 2011A Bond" means the not to exceed $6,400,000 Tourist Development Tax Improvement and Refunding Revenue Bond, Series 2011A. "Series 2011B Bond" means the not to exceed $1,500,000 Tourist Development Tax Refunding Revenue Bond, Taxable Series 2011B. Section 3. Findings. It is hereby found, declared, and determined by the Board: (A) It necessary and desirable and in the best interests of the health, safety and welfare of the residents of the County that the County authorize the issuance of the Series 2011A Bond and the Series 2011B Bond for purposes of (i) currently refunding the Refunded Bond in order to obtain a significantly lower rate and restructure the Refunded Bond, and (ii) providing funds with which to undertake and finance the Project. The County is authorized pursuant to the provisions of the Act to undertake the Project. (B) The County is without adequate, currently available funds to pay Project Costs, and it is necessary and desirable and in the best interests of the County and its residents that the County borrow the moneys necessary to pay Project Costs. The County is authorized pursuant to the provisions of the Act to borrow moneys to pay Project Costs. (C) The County has solicited commitments from lending institutions for the Loan, the results of which have been tabulated by the Financial Advisor and presented to the Board in connection herewith. Based on (1) the terms of the Loan and (2) such other factors as set forth in the request for commitments, it is hereby determined that the Commitment of the Bank is the best proposal of those submitted. It is necessary and desirable to authorize the County Administrator to accept the Commitment on behalf of the County. (D) It is necessary and desirable and in the best interests of the health, safety and welfare of the County and its residents to execute and deliver the Bond to the Bank to evidence the Loan and to secure the obligation to repay the Loan by pledging the Pledged Revenues in connection therewith. The County is authorized pursuant to the provisions of the Act to pledge the Pledged Revenues as a means of securing its obligation to repay the Loan. The Pledged Revenues are estimated to be sufficient to pay all principal of and interest on the Bond as the same become due and to make all payments required by this Resolution and the Bond. (E) The obligation of the County to repay the Bond in accordance with its terms and the terms of the Resolution is hereby declared to be and shall be a special, limited obligation of 4 the County, secured solely by a lien upon and pledge of the Pledged Revenues. The obligation of the County to repay the Bond in accordance with its terms and to make any other payments, if any, required hereunder or under the Bond shall not be or constitute a general obligation or indebtedness of the County and the Bond shall not 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 Bond shall be entitled to compel the payment of the principal of or interest on the Bond or the making of any payments required hereunder or under the Bond from any moneys of the County other than the Pledged Revenues. In particular, neither the Bank nor any successor owner of the Bond shall be entitled to compel the levy of ad valorem taxes by the County to pay the principal of and interest on the Bond or to make any payments required under the terms of the Resolution. Furthermore, the obligation of the County to repay the Bond in accordance with its terms and to make the payments, if any, required under the Resolution shall not constitute a lien upon or pledge of any property of the County, but shall constitute a lien only upon the Pledged Revenues in the manner provided herein. (F) It is hereby found and determined that due to the complexity of the financing, the turmoil in the capital markets and the need to coordinate matters among the County and the Bank, as purchaser of the Bond, it is in the best interests of the County to negotiate the sale of the Bond. The disclosure required by Section 218.385, Florida Statutes, as amended, shall be provided to the County, as evidenced by a certificate to be provided by the Bank prior to execution and delivery by the County of the Bond. Section 4. Resolution to Constitute Contract. In consideration of the acceptance of the Bond authorized to be issued hereunder to the Bank, this resolution shall be deemed to be and shall constitute a contract between the County and the Bank. The covenants and agreements set forth herein to be performed by the County shall be for the benefit, protection and security of the Bank. Section 5. Authorization of Project. The Board hereby specifically authorizes the Project. The Board hereby specifically ratifies and affirms all actions previously taken in furtherance of the undertaking of the Project. Section 6. Approval of Commitment. The Board, upon the recommendation of the Financial Advisor, hereby accepts the Commitment on behalf of the County and authorizes the County Administrator to execute the acceptance thereof and return the executed Commitment to the Bank. The County Attorney and Bond Counsel are hereby authorized and directed to proceed (a) to prepare the necessary documents to consummate, and (b) to consummate the Loan on or before the Closing Date. Section 7. Authorization of Bond. Subject and pursuant to the provisions hereof and in accordance with the provisions of the Commitment, the issuance by the County of its Bond is hereby authorized. 5 Section 8. Description of Bond. The Bond shall be dated its date of delivery, shall bear interest payable semiannually on May 1 and November 1 of each year commencing May 1, 2012, at the Rate of Interest, shall be payable annually on November 1 in the years 2012 through 2023, in amounts mutually agreeable to the County and the Bank designed to amortize the principal of the Bond over the period from 2012 to 2023 to achieve level debt service to the extent reasonably possible (evidence of such mutual agreement shall be conclusively presumed upon the Bank's acceptance of the Bond at closing), shall be subject to redemption prior to maturity; and shall have such other characteristics, as specified in the Bond and in the Commitment. The Principal Amount of the Bond shall be disbursed to the County by 2:00 p.m. on the Closing Date in immediately available funds. The proceeds of the Bond shall be used by the County solely for the refunding of the Refunded Bond and current payment of Project Costs or other costs incurred in the issuance of the Bond. Section 9. Approval of Form of Bond; Execution of Bond; Approval of Necessary Action. The text of the Bond shall be in substantially the form of Exhibit B hereto, with such omissions, insertions, and variations as may be necessary and desirable, and as may be authorized or permitted by the Resolution or required by the terms of the Commitment, and approved by Bond Counsel and the County Attorney, and the Chair and Clerk are hereby authorized to execute and deliver the Bond and to take such other actions and sign such other documents as shall be necessary to consummate the Loan. The delivery of the Bond to the Bank is hereby authorized. The Chair, the Clerk, the County Administrator, the Finance Director, and the County Attorney are each designated agents of the County in connection with the execution and delivery of the Bond 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 Bond to the Bank, including, but not limited to, modifications to the Bond to conform to or supplement the Commitment. Section 10. Covenants of the County; Funds and Accounts. (A) Limited Obligation. The payment of the principal of and interest on the Bond, and any other expenses or amounts due on the Bond or under the provisions of this resolution, shall be secured solely by a lien upon and pledge of the Pledged Revenues. The Pledged Revenues, in an amount to pay the principal of and interest on the Bond, in accordance with the terms and provisions of Exhibit B hereto, and any other expenses or amounts due on the Bond or under the provisions of this resolution, are hereby irrevocably pledged to the making of such payments of principal and interest, and any other expenses or amounts due on the Bond or under the provisions of this resolution, as the same matures and becomes due. (B) Not General Obligation. The Bond shall not be or constitute a general obligation or indebtedness of the County and the Bond shall not be or constitute a 'bond" of the County within the meaning of the Florida Constitution. Neither the Bank nor any successor owner of the Bond shall be entitled to compel the payment of the principal of or interest on the Bond or 6 the making of any payments required hereunder or under the Bond from any moneys of the County other than the Pledged Revenues and, to the extent Pledged Revenues are insufficient to pay principal of and interest on the Bond in any fiscal year, Non-Ad Valorem Revenues as provided in Section 12 below. In particular, neither the Bank nor any successor owner of the Bond shall be entitled to compel the levy of ad valorem taxes by the County to pay the principal of and interest on the Bond or to make any payments required under the terms of the Resolution. Furthermore, the obligation of the County to repay the Bond in accordance with its terms and to make the payments, if any, required under the Resolution shall not constitute a lien upon or pledge of any property of the County, but shall constitute a lien only upon the Pledged Revenues in the manner and to the extent provided herein. (C) Pledged Revenues. Until payment has been provided for as herein permitted, the payment of the principal of, premium, if any, and interest on the Bond shall be secured forthwith equally and ratably by an irrevocable lien on the Pledged Revenues and other moneys on deposit in the Revenue Fund, prior and superior to all other liens or encumbrances on such Pledged Revenues, and the County does hereby irrevocably pledge such Pledged Revenues to the payment of the principal of, premium, if any, and interest on the Bond, and for all other payments required or authorized hereunder. (D) Reserve Account Requirement. There is no Reserve Account Requirement with respect to the Bond. The Bank shall have no lien upon moneys deposited into the Reserve Account for the benefit of any other series of bonds or other debt obligations of the County. (E) Financial Statements. Not later than the earlier of 180 days following the end of each Fiscal Year, 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 Pledged Revenues as the Bank may reasonably request in writing. (F) Annual Budget. 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. (G) Revenue Fund. The County shall create a Revenue Fund into which the County shall deposit the Pledged Revenues when received and any Non-Ad Valorem Revenues as and when budgeted and appropriated in accordance with section 12 hereof, and shall use such amounts on deposit in the Revenue Fund to pay principal of, premium, if any, and interest on, the Bond as and when due. Monies on deposit in the Revenue Fund may be invested in Authorized Investments prior to their expenditure to pay debt service on the Bond or the release of such monies to the County. At the end of each Fiscal Year, the County shall be entitled to withdraw from the Revenue Fund any amounts on deposit therein not required to pay debt service on the Bond when due. 7 (H) Project Fund. The County shall create a Project Fund into which the County shall deposit proceeds of the Bond as described in section 11 hereof, and use such funds to pay Project Costs. Disbursements from the Project Fund shall be made by the County in accordance with its internal procedures for the expenditure of funds on capital projects and in accordance with the Facility Use Agreement. Prior to disbursement, monies credited to the Project Fund may be invested in authorized Investments. (I) Operation of Funds and Accounts. The designation and establishment of the various funds and accounts in and by this Resolution shall not be construed to require the establishment of any completely independent, self-balancing funds or accounts, as such terms are commonly defined and used in governmental accounting, but rather is intended solely to require a segregation of Pledged Revenues on the books and records of the County for the purposes and to establish priorities for application of such Pledged Revenues as provided herein. Cash and Authorized Investments required to be accounted for in each of the funds and accounts established by this Resolution may be deposited in a single bank account; provided that standard accounting records are maintained to reflect control or restricted allocation of the moneys therein for the various purposes of such funds and accounts. The foregoing provisions notwithstanding, the funds and accounts created and established pursuant to this Resolution shall constitute trust funds for the purposes provided herein and shall be maintained on the books of the County as separate and distinct from all other funds and accounts of the County, in the manner provided in this Resolution. Any investment earnings received from Authorized Investments shall be credited to the fund or account to which the invested monies were credited at the time such earnings accrued. All moneys in the funds and accounts shall be invested in Authorized Investments or continuously secured in the same manner as deposits of County funds are required to be secured by the laws of the State. Section 11. Application of Bond Proceeds. The proceeds received from the sale of the Bond to the Bank shall be applied by the County in the following manner and order of priority, simultaneously with their delivery to the Bank, as follows: (A) The County shall pay all costs and expenses in connection with the preparation, issuance and delivery of the Bond as more particularly described in Exhibit C hereto on a prorate basis with proceeds of the Series 2011A Bond and the Series 2011B Bond. (B) $3,188,000 of the proceeds of the Series 2011A Bond shall be used to currently refund the County's Series 2003 Bond and $1,432,000 of the proceeds of the Series 2011B Bond shall be used to currently refund the County's Series 2003C Taxable Bond. (C) The balance of the proceeds of the Bond shall be deposited into a fund to be known as the Project Fund and used to pay Project Costs. 8 Section 12. Covenant to Budget and Appropriate. The Bond shall not be secured by, or constitute a lien upon or pledge of an interest in the Project or upon any other property of or in the County, but shall constitute a lien only upon the Pledged Revenues in the manner provided herein. In the event the Pledged Revenues are insufficient to pay the principal of and interest on the Bond in any Fiscal Year, the County covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non-Ad Valorem Revenues, amounts sufficient to provide for the timely payment of principal and interest for such Fiscal Year. Such covenant shall be cumulative and to the extent not paid shall continue until Pledged Revenues and Non- Ad Valorem Revenues in amounts sufficient to make all required payments hereunder when due, shall have been budgeted and appropriated and actually paid. Notwithstanding the foregoing, the County does not covenant to maintain any services or programs now provided or maintained by the County which generate Non-Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of Non-Ad Valorem Revenues until budgeted and appropriated and deposited into the Revenue Fund, nor does it preclude the County from pledging in the future any specific portion of its Non-Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non-Ad Valorem Revenues, nor does it give the Bank or any successor owner of the Bond a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the County. Such covenant to budget and appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations of the County secured by a pledge of all or any specified portion of Non-Ad Valorem Revenues heretofore or hereafter issued (including the payment of debt service on bonds and other debt instruments); provided, however, this covenant to budget and appropriate for the purposes and in the manner stated herein shall have the effect of making available for the payment of the principal of and interest on the Bond, in the manner described herein, an amount of Non-Ad Valorem Revenues sufficient to make-up for the extent of any insufficiency in the Pledged Revenues, to meet the debt service requirement on the Bond, and of placing on the Board a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 129.03, Florida Statutes, which requires a balanced budget, and Section 125.07, Florida Statutes, which prohibits a board of county commissioners from expending or contracting for the expenditure in any fiscal year more than the amount budgeted in each fund's budget; and subject, further, to the payment of the cost of maintaining services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the County or which are legally mandated by applicable law. However, the covenant to budget and appropriate for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Bond, in the manner described herein, Non-Ad Valorem Revenues, and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Sections 129.03 and 125.07, Florida Statutes. The County agrees that its covenant and agreement to budget and appropriate Non-Ad Valorem Revenues shall be deemed entered into for the benefit of the Bank and this obligation may be enforced by a court of competent jurisdiction. 9 While the Bond is outstanding and unpaid, the average of the Non-Ad Valorem Revenues (excluding amounts necessary for payment of services and programs affecting the health, safety and welfare of the County residents or payments mandated by applicable law) for the two most recent Fiscal Years of the County must always equal or exceed one and one-half times (1.5X) the annual debt service payments on all outstanding and proposed debt secured by all or any specified portion of Non-Ad Valorem Revenues. Section 13. Approval of Issuance Expenses. The fees associated with the issuance of the Bond set forth on Exhibit C hereto are hereby approved and the Finance Director is authorized to pay such fees and any expenses in connection therewith at or subsequent to the time of issuance of the Bond upon submission of proper invoices. Section 14. Further Assurances. The County shall grant such further assurances and provide such additional documents as may be required by the Bank from time to time in order to carry out the terms and conditions hereof and of the Commitment and otherwise comply with the express intention of the parties as set forth in the Resolution, the Commitment and in any related loan and security documents. Section 15. Default. The following shall be "Events of Default" under this Resolution, 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; B. failure by the County to observe and perform any other covenant, condition or agreement on its part to be observed or performed hereunder 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 hereunder or in any instrument furnished in compliance with or in reference to this Resolution 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 10 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 Bank 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 hereunder, and to enforce and compel the performance of all duties required hereunder 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 the covenants set forth herein to the full extent permitted or authorized by the laws of the State of Florida or the United States of America, including, with respect to a default under section 15 (A) hereof only, acceleration of all amounts outstanding under the Bond. Section 17. Governing Law. This Resolution shall be governed by and construed in accordance with the laws of the State of Florida. Section 18. Repeal of Inconsistent Provisions. All resolutions or parts thereof, in conflict with this Resolution are hereby repealed to the extent of such conflict. Section 19. Severability. If any one or more of the covenants, agreements, or provisions of this resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions, and in no way affect the validity of all other provisions of this resolution or of the Bond delivered hereunder. Section 20. No Third Party Beneficiaries. Except as herein otherwise expressly provided, nothing in this resolution express or implied is intended or shall be construed to confer upon any person, firm or corporation or other entity, other than the County, the Bank or any subsequent owner of the Bond, any benefit of this resolution or any provisions hereof, this resolution and its provisions being intended to be and being for the sole and exclusive benefit of the County, the Bank and any subsequent owner of the Bond. Section 21. Amendment. This resolution may not be amended or repealed except with the prior written consent of the Bank. Section 22. Effective Date. This resolution shall take effect immediately upon its adoption. 11 Duly Passed and Adopted this day of September 2011, at a regular meeting duly called and held. (SEAL) ATTEST: By: of the Circuit Court, ex-officio Clerk of the Board of County Commissioners APPROVED AS TO FORM AND CORRECTNESS: By 12 EXI IIBTT B FORM OF BOND ST. LUCIE COUNTY, FLORIDA TOURIST DEVELOPMENT TAX [IMPROVEMENT AND] REFUNDING REVENUE BOND, [TAXABLE] SERIES 2011[A][B] RATE OF INTEREST MATURITY DATES DATE OF ISSUE [ %] November 1 in the Years Shown on Schedule 1 Hereto REGISTERED OWNER: JPMorgan Chase Bank, N.A. PRINCIl'AL AMOUNT: Million Hundred 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 the Maturity Dates specified above, the portion of the principal balance as shown on Schedule 1 hereto, with the final installment of principal and interest being payable, upon presentation and surrender hereof at the office of the County Finance Director, as Registrar and Paying Agent, on November 1, 20_, and to pay solely from such funds interest on the Principal Amount outstanding from time to time 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, at the Rate of Interest set forth above, subject to adjustment as set forth on Schedule 2 hereto, such interest being payable semi-annually on each May 1 and November 1 commencing on May 1, 2012 (an "Interest Payment Date") until maturity by check or draft mailed on or before the Interest Payment Date to the Registered Owner at such Owner's address as it appears on the registration books of the County kept by the Registrar; provided, that such payment may at the written request and expense, if any, of such Registered Owner be by wire transfer or other medium acceptable to the County and to such Registered Owner. The principal of and interest on this Bond are payable in lawful money of the United States of America. This Bond is issued to [(1) finance the costs of the acquisition and construction of certain capital improvements to the St. Lucie County Sports Complex including construction of a right field terrace, acquisition of a digital scoreboard, and acquisition of County capital equipment to be located or used at the St. Lucie County Sports Complex, together with such additions thereto, modifications thereof, or deletions therefrom as may be approved by the Board from time to time, and (2)] currently refund the County's outstanding [Tourist Development Tax Revenue Bond, Series 2003, dated September 10, 2003,] [Improvement Revenue Note, Taxable Series 2003C, dated September 17, 2003,] under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapters 125 and 159, Florida Statutes, and other applicable provisions of law, and pursuant to the terms and conditions of Resolution No. 11- 151, adopted by the County Commission of the County (the "Board") on September J 2011 (the "Resolution"), to which reference should be made to ascertain those terms and conditions. This Bond is payable from and secured solely by a lien upon and pledge of the proceeds of (1) the fourth percent tourist development tax levied and collected within the County pursuant to the provisions of Section 125.0104(3)(1) Florida Statutes and County Ordinances Nos. 02-36, No. 03- 12 and 11-028, and (2) sixty seven percent (67%) of the fifth percent tourist development tax levied and collected within the County pursuant to the provisions of Section 125.0104(3)(n)1, Florida Statutes, and County Ordinances No. 02-36, No. 03-12 and 11-028, and from Non Ad Valorem Revenues to the extent Pledged Revenues are insufficient to pay principal of and interest on the Bond in any Fiscal Year, all in the manner as to the extent provided in, and subject to the terms and conditions of, the Resolution. The principal of this Bond may be prepaid in whole or in part on or after November 1, 2016, without premium or penalty, at the price of par, plus interest accrued to the date of prepayment. Prepayment prior to November 1, 2016 shall be subject to a Prepayment Breakage Cost, the provisions of which are set forth on Schedule 3 attached hereto. The principal of and interest on this Bond shall 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 shall not be secured by a lien upon the any property of or in the County, but shall be secured solely by a lien upon and pledge of the Pledged Revenues, in the manner provided in the Resolution. Reference is made to the Resolution for the provisions relating to the security for payment of this Bond and the duties and obligations of the County hereunder. This Bond may be transferred or assigned by the Registered Owner to any financial institution or other accredited investor as defined in, in the manner provided in, and subject to the limitations contained in the Resolution. Otherwise, this Bond may not be transferred or assigned by the Registered Owner without the prior written consent of the County. 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 connection with the issuance of this Bond, have been performed, exist and have happened in regular and due form and time as so required. [Remainder of page left intentionally blank] 2 IN WITNESS WHEREOF, ST. Lucie County, Florida, has caused this Bond to be executed by its Chair or Vice-Chair, and countersigned and attested by the County Clerk, 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. (SEAL) ST. LUCIE COUNTY, FLORIDA Chair COUNTERSIGNED AND ATTESTED: By: Clerk of the Circuit Court, ex-officio Clerk of the Board of County Commissioners 3 SCHEDULES TO ST, LUCIE COUNTY, FLORIDA TOURIST DEVELOPMENT TAX IlVII'ROVEMENT AND REFUNDING REVENUE BOND, SERIES 2011A Schedule 1 Amortization Schedule Schedule 2 Adjustment to Rate of Interest Schedule 3 Prepayment Breakage Cost SCHEDULE 1 [PRINCIPAL AMORTIZATION SCHEDULE TOURIST DEVELOPMENT TAX IMPROVEMENT AND REFUNDING REVENUE BOND, SERIES 2011A MATURITY DATE MATURITY (NOVEMBER 1~ AMOUNT ($) 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Total ~ [PRINCIPAL AMORTIZATION SCHEDULE TOURIST DEVELOPMENT TAX REFUNDING REVENUE BOND, TAXABLE SERIES 2011B MATURITY DATE MATURITY (NOVEMBER 1~ AMOUNT ($) 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Total $ ~ SCHEDULE 1-1 SCHEDULE 2 ADJUSTMENTS TO RATE OF INTEREST IN CERTAIN EVENTS [For Series 2011A Bond only) In the event a Determination of Taxability shall have occurred, the rate of interest on this Bond shall be increased to the Taxable Rate, effective retroactively to the date on which the interest payable on this Bond is includable for federal income tax purposes in the gross income of the Registered Owner thereof. In addition, the Registered Owner of this Bond or any former Registered Owners of this Bond, as appropriate, shall be paid an amount equal to any additions to tax, interest and penalties, and any arrears in interest that are required to be paid to the United States of America by the Registered Owner or former Registered Owners of this 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 this 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 this Bond, or (ii) a determination by a court of competent jurisdiction that the interest payable on this 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 this Bond is includable for federal income tax purposes in the gross income of the Registered Owner thereof. [For Series 2011A Bond only] In the alternative, in the event that interest on this Bond during any period becomes partially taxable as a result of a Determination of Taxability applicable to less than all of this Bond, then the interest rate on this 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 this Bond (expressed as a percentage); and (C) "C" equals the portion of this 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 this Bond or any former Registered Owner of this Bond, as appropriate, shall be paid an amount equal to any additions to tax, interest and penalties, and any arrears in interest that are required to be paid to the United States by the Registered Owner or former Registered Owners of this 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. SCHEDULE 2-1 [For Series 2011A Bond only] "Prime Rate" shall mean a rate of interest equal to the announced prime commercial lending rate per annum of the Registered Owner. The Prime Rate is a reference rate for the information and use of the Registered Owner in establishing the actual rate to be charged to the County. The Prime Rate is purely discretionary and is not necessarily the lowest or best rate charged any customer. The Prime Rate shall be adjusted from time to time without notice or demand as of the effective date of any announced change thereof. [For Series 2011A Bond only] "Taxable Rate" means a rate equal to the Prime Rate times that percentage which after the Determination of Taxability will result in the same after-tax yield to the Registered Owner of this Bond as before said Determination of Taxability. [For Series 2011A Bond only] 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 this Bond on atax-exempt basis, changes from the Maximum Corporate Tax Rate then in effect, which causes a reduction in yield on this Bond, the interest rate on this 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 this 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. So long as any portion of the principal amount of this 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 this Bond or causes a reduction in yield on this Bond (other than by reason of a change described above) to the Registered Owner or any former Registered Owners of this Bond, including without limitation the imposition of any excise tax or surcharge thereon or change in reserve or capital adequacy requirements, or (b) if, as result of any action or the failure to act by any public 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 this Bond (other than by reason of a change described above or by reason of any action or failure to act on the part of the Registered Owner or any formers Registered Owner of this Bond), by reason of the ownership of this Bond, the County shall reimburse any such Registered Owner within five (5) days after receipt by the County of written demand for such payment, and, to the extent permitted by law, the County agrees to indemnify each such Registered Owner against any loss, cost, charge or expense with respect to any such change. The determination of the after-tax yield calculation shall be calculated by the Registered Owner, and such calculation, in the absence of manifest error, shall be binding on the County and the Registered Owner. Solely for the purposes of the reserve or capital adequacy requirements of sub-clause (a) above, no increased reserve or capital adequacy costs will be passed on to County if the ratings assigned to the Registered Owner are downgraded by one or more of the public rating agencies; provided, however, if the Registered Owner otherwise increases costs on the Bond due to a change in reserve or capital adequacy requirements, the Registered Owner will provide the County at least ninety (90) days written notice prior to the imposition of such increased costs, SCHEDULE 2-2 and, in such event, the County will be permitted to redeem the Bond at par, plus accrued interest to the date of redemption upon providing the Registered Owner at least five (5) Business Days prior written notice. Any amount payable to the Registered Owner hereunder which is not paid when due shall bear interest at the "Default Rate." For purposes of this Bond, the term "Default Rate" shall mean the higher of (1) JP Morgan Chase Bank's Prime Rate plus 4% and (2) the "Adjusted One-Month LIBOR Rate" (as hereinafter defined) plus 4%. "Adjusted One-Month LIBOR Rate" shall mean the sum of 2.50% plus the quotient of (a) the LIBOR Rate on the immediately preceding business day for dollar deposits with a maturity equal to one-month, divided by (b) one minus the "Reserve Requirement" applicable to dollar deposits in the London interbank market with a maturity equal to one month. The Default Rate shall be determined as of the day immediately following the date on which any amount payable to the Registered Owner hereunder is not paid when due. This Bond shall bear interest at the Interest Rate; provided, however, that if any principal of or interest on this Bond is not paid when due, this Bond and any amount so in default shall bear interest at the Default Rate until such default is cured. Anything provided herein or in this Bond to the contrary notwithstanding, in no event shall this Bond bear interest in excess of the Maximum Rate. In the event the Interest Rate exceeds the Maximum Rate, this Bond shall continue to bear interest at the Maximum Rate regardless of the reduction of the Interest Rate to a rate less than the Maximum Rate until such time as interest shall accrue on this Bond in an amount (the "Excess Interest") that would have accrued thereon had the Interest Rate not been limited by the Maximum Rate. Upon the Maturity Date, in consideration for the limitation of the rate of interest otherwise payable on this Bond, the County shall pay to the Registered Owner of this Bond a fee equal to the amount of the unpaid amount of all unpaid deferred Excess Interest. "Maximum Rate" means fifteen percent (15%). The Registered Owner shall give the County written notice at least ninety (90) days prior to the effective date of any interest rate adjustment provided for hereunder. Notwithstanding anything herein or in the Resolution to the contrary, upon receipt of such written notice, the County shall have the right to call this Bond at par, without prepayment penalty or premium, at any time prior to the effective date of the interest rate adjustment. SCHEDULE 2-2 SCHEDULE 3 PREPAYMENT BREAKAGE COST This Bond shall be subject to redemption prior to November 1, 2016 in the event that the County pays to the Registered Owner the following redemption premium. For purposes of the foregoing, the term "redemption premium" shall mean the sum of the differences between (a) each scheduled interest payment which would have been made on the redeemed amount if such redemption had not occurred and (b) the corresponding fixed-rate interest payment which would be received under an interest rate swap which the Registered Owner shall be deemed to have entered into as of the date of such redemption (the "Replacement Swap") covering its payment obligations under an interest rate swap which the Registered Owner shall be deemed to have entered into when the redeemed amount was originally funded, with each such difference discounted to a present value as of the date of redemption using the fixed interest rate of the Replacement Swap as the applicable discount rate. The County acknowledges that the Registered Owner might not fund or hedge its fixed-rate loan portfolio or any redemption thereof on a loan-by-loan basis at all times, and agrees that the foregoing is a reasonable and appropriate method of calculating liquidated damages for any redemption irrespective of whether any of the foregoing hedging transactions have in fact occurred or occurred precisely as stated with respect to the loan evidenced by this Bond. All calculations and determinations by the Registered Owner of the amounts payable pursuant to the preceding provisions or of any element thereof, if made in accordance with its then standard procedures for so calculating or determining such amounts, shall be conclusive absent manifest arithmetic error. SCHEDULE 3-1 EXHIBIT C ISSUANCE FEES AND EXPENSES TOURIST DEVELOPMENT TAX IlVIl'ROVEMENT AND REFUNDING REVENUE BOND, SERIES 2011A Financial Advisor $25,000. Expenses Not to exceed $500. Bond Counsel $25,000. Expenses Not to exceed $1,500. Bank Counsel $7,500. Expenses Not to exceed $500.