HomeMy WebLinkAbout13-096ST. LUCIE COUNTY, FLORIDA
MASTER SALES TAX BOND RESOLUTION
RESOLUTION N0.13-096
TABLE OF CONTENTS
Page No.
ARTICLE II -AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF
BONDS ..........................................................................................................................15
SECTION 2.01. Authorization of Bonds .................................................................................. 15
SECTION 2.02. Authorization and Description of Series 2013 Bonds ................................ 15
SECTION 2.03. Application of Series 2013 Bonds Proceeds and Other Legally
Available Funds ......................................................................................... 16
SECTION 2.04. Execution of Bonds ......................................................................................... 16
SECTION 2.05. Authentication ................................................................................................ 17
SECTION 2.06. Temporary Bonds ........................................................................................... 17
SECTION 2.07. Bonds Mutilated, Destroyed, Stolen or Lost ............................................... 17
SECTION 2.08. Transfer ............................................................................................................ 18
SECTION 2.09. Coupon Bonds; Capital Appreciation Bonds; Variable Rate
Bonds ........................................................................................................... 19
SECTION 2.10. Form of Bonds ................................................................................................. 19
ARTICLE III -REDEMPTION OF BONDS ........................................................................................... 27
SECTION 3.01. Privilege of Redemption ................................................................................27
SECTION 3.02. Selection of Bonds to be Redeemed .............................................................27
SECTION 3.03. Notice of Redemption ....................................................................................27
SECTION 3.04. Redemption of Portions of Bonds ................................................................28
SECTION 3.05. Payment of Redeemed Bonds .......................................................................29
ARTICLE IV -SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF ...........................30
SECTION 4.01. Bonds not to be Indebtedness of Issuer ....................................................... 30
SECTION 4.02. Security for Bonds .......................................................................................... 30
SECTION 4.03. Construction Fund .......................................................................................... 30
SECTION 4.04. Funds and Accounts ....................................................................................... 30
SECTION 4.05. Flow of Funds .................................................................................................. 31
SECTION 4.06. Investments ..................................................................................................... 35
SECTION 4.07. Separate Accounts .......................................................................................... 35
ARTICLE V -SUBORDINATED INDEBTEDNESS, ADDITIONAL BONDS, AND
COVENANTS OF ISSUER ......................................................................................... 36
SECTION 5.01. Subordinated Indebtedness ...........................................................................36
SECTION 5.02. Issuance of Additional Bonds .......................................................................36
SECTION 5.03. Bond Anticipation Notes ...............................................................................37
SECTION 5.04. Books and Records .........................................................................................37
SECTION 5.05. Annual Audit ..................................................................................................37
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SECTION 5.06. No Impairment ................................................................................................37
SECTION 5.07. Collection of Half-Cent Sales Tax Revenues ...............................................37
SECTION 5.08. Federal Income Tax Covenants; Taxable Bonds .........................................38
ARTICLE VI -DEFAULTS AND REMEDIES ...................................................................................... 40
SECTION 6.01. Events of Default ............................................................................................40
SECTION 6.02. Remedies ..........................................................................................................40
SECTION 6.03. Directions to Trustee as to Remedial Proceedings .....................................41
SECTION 6.04. Remedies Cumulative ....................................................................................41
SECTION 6.05. Waiver of Default ...........................................................................................41
SECTION 6.06. Application of Moneys After Default ..........................................................41
ARTICLE VII -SUPPLEMENTAL RESOLUTIONS ............................................................................43
SECTION 7.01. Supplemental Resolutions without Bondholders' Consent ......................43
SECTION 7.02. Supplemental Resolutions with Bondholders' Consent ............................44
SECTION 7.03. Supplemental Resolutions with Insurer's Consent in lieu of
Bondholders' Consent ...............................................................................45
ARTICLE VIII -MISCELLANEOUS ...................................................................................................... 46
SECTION 8.01. Defeasance ....................................................................................................... 46
SECTION 8.02. Sale of Bonds ................................................................................................... 47
SECTION 8.03. Capital Appreciation Bonds .......................................................................... 48
SECTION 8.04. General Authority ........................................................................................... 48
SECTION 8.05. No Third Party Beneficiaries ......................................................................... 48
SECTION 8.06. No Personal Liability ...................................................................................... 48
SECTION 8.07. Severability of Invalid Provisions ................................................................ 48
SECTION 8.08 Repeal of Inconsistent Instruments ............................................................... 48
SECTION 8.09. Effective Date .................................................................................................. 48
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RESOLUTION NO. 13-096
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA
PROVIDING FOR THE ISSUANCE FROM TIME TO TIME OF
SALES TAX REVENUE AND/OR REFUNDING REVENUE
BONDS SECURED BY MONIES RECEIVED BY THE COUNTY
FROM THE LOCAL GOVERNMENT HALF-CENT SALES TAX
CLEARING TRUST FUND PURSUANT TO THE PROVISIONS
OF CHAPTER 218, PART VI, FLORIDA STATUTES; PROVIDING
FOR THE COVENANTS OF THE COUNTY WITH THE
HOLDERS OF THE BONDS; PROVIDING FOR THE RIGHTS,
SECURITY AND REMEDIES FOR THE REGISTERED OWNERS
OF SUCH BONDS; AUTHORIZING THE ISSUANCE OF NOT
TO EXCEED $55,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF SALES TAX REFUNDING REVENUE BONDS,
SERIES 2013A AND NOT TO EXCEED $15,000,000 IN
AGGREGATE PRINCIPAL AMOUNT OF SALES TAX
REFUNDING BONDS, SERIES 2013B; AUTHORIZING CERTAIN
OFFICIALS AND EMPLOYEES OF THE COUNTY TO TAKE
ALL ACTIONS REQUIRED IN CONNECTION WITH THE SALE,
ISSUANCE AND DELIVERY OF SUCH BONDS; TAKING
CERTAIN OTHER ACTIONS WITH RESPECT TO SUCH
BONDS; PROVIDING FOR READING BY ~ i t LE ONLY; AND
PROVIDING AN EFFEL i i VE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE
COUNTY, FLORIDA:
ARTICLE I
GENERAL
SECTION 1.01. Definitions. When used in this Resolution, the following terms shall
have the following meanings, unless the context clearly otherwise requires:
"Accreted Value" means, with respect to any Capital Appreciation Bonds, the amounts
representing principal and interest on such Capital Appreciation Bonds from time to time at and
prior to the maturity thereof in accordance with a schedule delivered at the original issuance of
such Series of Bonds.
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"Act" shall mean the Constitution and laws of the State of Florida, Chapter 125, Florida
Statutes, Chapter 212, Florida Statutes, Chapter 218, Florida Statutes, County Ordinance No. 87-
77, as amended, and other applicable provisions of law.
"Additional Bonds" shall mean the obligations issued at any time under the provisions
of Section 5.02 and 5.03 hereof on parity with any Series of Additional Bonds then Outstanding.
"Amortization Installment" shall mean an amount designated as such by Supplemental
Resolution of the Issuer and established with respect to any Term Bonds.
"Annual Debt Service" means, for any Bond Year or Fiscal Year, as the case may be, as
applied to the Bonds of any Series, the sum of:
(1) except to the extent that such interest is to be paid from deposits in the
Interest Account made from Bond proceeds or a direct subsidy payment expected to be received
from the State or the United States Treasury relating to Direct Subsidy Bonds, the amount
required to pay the interest becoming due on the Current Interest Paying Bonds during such
Bond Year or Fiscal Year, as the case may be; provided that the interest due on the Variable Rate
Bonds for any period which is not determinable at the date of calculation shall be the fixed rate
per annum equal to the greater of (a) the Assumed Interest Rate or (b) the highest interest rate
borne by such Variable Rate Bonds during the twelve (12) months ending with the month
preceding the date of calculation, or if no Variable Rate Bonds are Outstanding at such time, by
variable rate debt for which the interest rate is computed by reference to an index comparable to
that to be utilized in determining the interest rate for the Variable Rate Bonds then to be issued;
further provided, that the interest rate on Variable Rate Bonds with respect to which the Issuer
has entered into an Qualified Fixed Payor Swap shall, during the period in which the Qualified
Fixed Payor Swap is in effect, be deemed to be the fixed rate payable by the Issuer under the
terms of such Qualified Fixed Payor Swap;
(2) the aggregate amount required to pay the principal becoming due on
Current Interest Paying Bonds for such Bond Year or Fiscal Year, as the case may be; provided
that, for purposes of this definition the stated maturity date of any Current Interest Paying
Term Bonds shall be disregarded and the Amortization Installments applicable to such Current
Interest Paying Term Bonds in such Bond Year shall be deemed to mature in such Bond Year or
Fiscal Year, as the case may be;
(3) the aggregate amount required to pay the principal becoming due on
Balloon Indebtedness for such Bond Year or Fiscal Year, as the case may be; provided that, for
purposes of this definition the Annual Debt Service on debt that constitutes Balloon
Indebtedness, whether bearing interest at a fixed interest rate or, Balloon Indebtedness that
constitutes Variable Rate Bonds, shall be determined assuming it is amortized over 20 years on
an approximately level annual debt service basis;
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(4) the aggregate amount required to pay the Maturity Amounts due on any
Option Bonds maturing in such Bond Year or Fiscal Year, as the case may be; provided that for
purposes of this definition, the date or dates of tender shall be disregarded, unless actually
tendered and not remarketed, and the stated maturity dates thereof shall be used for purposes
of this calculation;
(5) the aggregate amount required to pay the Maturity Amounts due on any
Capital Appreciation Bonds maturing in such Bond Year or Fiscal Year, as the case may be;
provided that for purposes of this definition, the stated maturity date of any Capital
Appreciation Term Bonds shall be disregarded and the Amortization Installments applicable to
such Capital Appreciation Term Bonds in such Bond Year shall be deemed to mature in such
Bond Year or Fiscal Year, as the case may be; and
(6) to the extent not included in the amount determined under the provisions
of paragraph (1) above, the amount of any Excess Periodic Payments owing by the Issuer (or
reasonably expected by the Issuer to be owing) under any Qualified Swap during such Bond
Year or Fiscal Year, as the case may be; for purposes of this paragraph (6) the rate payable by
the Issuer on Qualified Fixed Receiver Swaps shall be deemed to be the fixed rate per annum
equal to the greater of (a) the Assumed Swap Interest Rate or (b) the highest interest rate borne
by any such Qualified Fixed Receiver Swap during the twelve (12) months ending with the
month preceding the date of calculation, or if no Qualified Fixed Receiver Swap is in effect at
such time, by reference to the index to be utilized in determining the interest rate for the
Qualified Fixed Receiver Swap then to be entered into.
In calculating the Annual Debt Service for any period for any Series of Bonds, the Issuer
shall deduct from the amounts calculated in subparagraphs (1) through (5) above: (a) any
accrued or capitalized interest deposited into the applicable accounts of the Debt Service Fund
for such period from the proceeds of the sale of such Bonds or otherwise , (b) direct subsidy
payments expected to be received from the State or the United States Treasury relating to Direct
Subsidy Bonds, and (c) any earnings on Permitted Investments.
"Assumed Interest Rate" means, in the case of outstanding Variable Rate Bonds, as of
any date, interest at a rate equal to the " 30-Year Revenue Bond Index" published in The Bond
Buver, or, if such index is no longer published, any comparable index commonly used in the
municipal bond industry as of such date, as determined by an investment banking or financial
advisory firm selected by the Issuer, assuming the same maturity date, terms and provisions
(other than interest rate) for such Variable Rate Bonds.
"Assumed Swap Interest Rate" means, in the case of a Qualified Fixed Receiver Swap, as of
any date, interest at a rate equal to the "SIFMA Municipal Swap Index" or, if such index is no
longer published, any comparable index commonly used in the municipal derivatives industry as
of such date, as determined by an investment banking or financial or swap advisory firm selected
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by the Issuer, assuming the same maturity date, terms and provisions (other than interest rate) for
such Qualified Fixed Receiver Swap.
"Balloon Indebtedness" shall mean debt 25% or more of the original principal amount of
which matures during any one Fiscal Year.
"Board" shall mean the Board of County Commissioners of the Issuer, as governing body
of the County.
"Bond Amortization Account" shall mean the separate account in the Debt Service Fund
established pursuant to Section 4.04 hereof.
"Bond Counsel" shall mean Bryant Miller Olive P.A., or any attorney at law or firm of
attorneys, of nationally recognized standing in matters pertaining to obligations issued by states
and political subdivisions, and duly admitted to practice law before the highest court of any
state of the United States of America.
"Bond Year" shall mean the period commencing on October 2 of each year and
continuing through the next succeeding October 1, or such other dates as determined by
Supplemental Resolution.
"Bondholder" or "Holder" or "holder" or "owner" or any similar term, when used with
reference to a Bond or Bonds, shall mean any person who shall be the registered owner of any
Outstanding Bond or Bonds as provided in the registration books of the Issuer.
"Bonds" shall mean the Series 2013 Bonds, together with any Additional Bonds issued
pursuant to this Resolution.
"Capital Appreciation Bonds" shall mean the aggregate principal amount of the Bonds
that bear interest payable solely at maturity or upon redemption prior to maturity in the
amounts determined by reference to the Compounded Amounts, all as shall be determined by
Supplemental Resolution of the Issuer. In the case of Capital Appreciation Bonds that are
convertible to Bonds with interest payable prior to maturity or redemption of such Bonds, such
Bonds shall be considered Capital Appreciation Bonds only during the period of time prior to
such conversion.
"Chairman" means the Chairman or Vice Chairman of the Issuer.
"Clerk" shall mean the Clerk or any Deputy Clerk of the Circuit Court, ex officio the
Clerk of the Board.
"County Attorney" shall mean the County Attorney of the Issuer.
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"County" or "Issuer" shall mean St. Lucie County, Florida.
"County Administrator" shall mean the County Administrator or any deputy, assistant,
acting or interim County Administrator of the Issuer, or such other person as may be duly
authorized by the Issuer to act on his or her behalf.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations
and rules thereunder in effect or proposed.
"Compounded Amounts" shall mean, as of any date of computation with respect to any
Capital Appreciation Bond, an amount equal to the principal amount of such Capital
Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such
Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the
interest date next preceding the date of computation or the date of computation if an interest
date, such interest to accrue at the applicable rate which shall not exceed the legal rate,
compounded semiannually, plus, with respect to matters related to the payment upon
redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall
not be an interest date, a portion of the difference between the Compounded Amount as of the
immediately preceding interest date and the Compounded Amount as of the immediately
succeeding interest date, calculated based on the assumption that Compounded Amount
accrues during any semi-annual period in equal daily amounts on the basis of a 360-day year of
twelve 30-day months.
"Construction Fund" shall mean the St. Lucie County Sales Tax Revenue Bond
Construction Fund established pursuant to Section 4.03 hereof.
"Cost" when used in connection with a Project, shall mean (1) the Issuer's cost of
physical construction; (2) costs of acquisition by or for the Issuer of such Project; (3) costs of land
and interests therein and the cost of the Issuer incidental to such acquisition; (4) the cost of any
indemnity and surety bonds and premiums for insurance during construction; (5) all interest
due to be paid on the Bonds and other obligations relating to the Project during, and if deemed
advisable by the Issuer for up to one year after the end of, the construction period of such
Project and for a reasonable period thereafter, if permitted by applicable provisions of the Code;
(6) engineering, legal and other consultant fees and expenses; (7) costs and expenses incidental
to the issuance of the Bonds for up to one year, including the fees and expenses of any
attorneys, financial advisors, auditors, engineers, Paying Agent, Registrar or depository; (8)
payments, when due (whether at the maturity of principal or the due date of interest or upon
redemption) on any indebtedness of the Issuer (other than the Bonds) incurred for such Project;
(9) costs of machinery or equipment required by the Issuer for the commencement of operation
of such Project; or (10) any other costs properly attributable to such construction or acquisition,
as determined by generally accepted accounting principles and shall include reimbursement to
the Issuer for any such items of Cost heretofore paid by the Issuer. Any Supplemental
Resolution may provide for additional items to be included in the aforesaid Costs.
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"Current Interest Paying Bonds" means Bonds, the interest on which shall be payable on
a periodic basis.
"Debt Service Fund" shall mean the St. Lucie County Sales Tax Revenue Bond Debt
Service Fund established pursuant to Section 4.04 hereof.
"Direct Subsidy Bonds" shall mean any Taxable Bonds issued by the Issuer hereunder
for which either (1) the Issuer receives direct subsidy payments or any other interest subsidy or
similar payments made by the State and/or Federal Government in an amount equal to a
percentage of the interest paid on such Bond or Bonds, or (2) the holder of such Bond or Bonds
receives a tax credit in an amount equal to a percentage of the interest paid on such Bond or
Bonds.
"Excess Periodic Payments" means the amount by which Periodic Payments payable by
the Issuer to a Swap Counterparty or Swap Counterparties under all or any specified Qualified
Swap or Interest Rate Swap, as the case may be, exceed the corresponding Periodic Payments
received by the Issuer from a Swap Counterparty or Swap Counterparties under such Qualified
Swap or Interest Rate Swap, as the case may be.
"Federal Securities" shall mean:
1. Cash
2. U.S. Treasury Certificates, Notes and Bonds (including State and Local
Government Series - "SLGs")
3. Direct obligations of the Treasury which have been stripped by the Treasury
itself, CATS, TIGRS and similar securities.
4. Resolution Funding Corp. (REFCORP). Only the interest component of
REFCORP strips which have been stripped by request to the Federal Reserve Bank of New York
in book entry form are acceptable.
5. Pre-refunded municipal bonds rated "Aaa" by Moody's and "AAA" by S&P. If,
however, the issue is only rated by S&P (i.e., there is no Moody's rating), then the pre-refunded
bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations, or
AAA rated pre-refunded municipals to satisfy this condition.
6. Obligations issued by the following agencies which are backed by the full faith
and credit of the U.S.:
a. U.S. Exhort-Import Bank (Eximbankl
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Direct obligations or fully guaranteed certificates of beneficial ownership
b. Farmers Home Administration (FmHAI
Certificates of beneficial ownership
c. Federal Financine Bank
d. General Services Administration
Participation certificates
e. U.S. Maritime Administration
Guaranteed Title XI financing
f. U.S. Department of Housing and Urban Development (HUDI
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed
debentures and U.S. Public Housing Notes and Bonds - U.S.
government guaranteed public housing notes and bonds
"Finance Director" shall mean the Finance Director or any deputy, assistant, acting or
interim Finance Director of the Issuer, or such other person as may be duly authorized by the
Issuer to act on his or her behalf.
"Financial Advisor" shall mean Public Financial Management, Inc. or such other
financial advisor as may be duly appointed by the Issuer to serve as financial advisor from time
to time.
"Fiscal Year" shall mean the period commencing on October 1 of each year and
continuing through the next succeeding September 30, or such other period as may be
prescribed by law.
"Half-Cent Sales Tax Revenues" means monies received by the Issuer from the Local
Government Half-Cent Sales Tax Clearing Trust Fund pursuant to the provisions of Chapter
218, Part VI, Florida Statutes, as amended and supplemented from time to time.
"Project" shall mean the design, installation, acquisition, construction and equipping of
the capital improvements to property to be owned and located within the Issuer including,
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without limitation, all property rights, appurtenances, easements, franchises and equipment
relating thereto and deemed necessary or convenient for the acquisition, construction, erection
thereof, in accordance with certain plans on file or to be on file, as shall be identified in a
Supplemental Resolution for a Series of Bonds.
"Insurance Policy" or "Insurance Policies" shall mean any policy of bond insurance, letter
of credit, guarantee, or other similar form of credit enhancement issued by an Insurer and
insuring or guaranteeing the payment when due of all or any portion of the principal of and
interest on any Series of Bonds. All references in this Resolution to the Insurance Policy or
Insurance Policies shall be of no force and effect (i) if there is a default in the performance of any
obligations thereunder by the applicable Insurer, or (ii) at such time as there are no Bonds
Outstanding with respect to which an Insurer has issued an Insurance Policy or Insurance
Policies.
"Insurer" shall mean the issuer or issuers of any Insurance Policy or any successor
corporation that assumes the obligations of the issuer of such Insurance Policy. All references
in this Resolution to the Insurer and/or an Insurance Policy shall be of no force and effect to a
particular Series of Bonds if such Bonds are not insured, and/or at such time as there are no
Bonds Outstanding with respect to which an Insurer has issued an Insurance Policy.
"Interest Account" shall mean the separate account in the Debt Service Fund established
pursuant to Section 4.04 hereof.
"Interest Date" shall be April 1 and October 1 of each year, or such other dates as
determined by Supplemental Resolution.
"Maturity Amount" means, with respect to any Capital Appreciation Bond, the Accreted
Value at the maturity thereof.
"Maximum Annual Debt Service" shall mean the largest amount of Annual Debt Service
for any Bond Year in which Bonds shall be Outstanding, excluding all Bond Years which shall
have ended prior to the Bond Year in which Maximum Annual Debt Service shall be computed.
"Maximum Interest Rate" shall mean, with respect to any particular Variable Rate Bonds,
a numerical rate of interest, which shall be set forth in the Supplemental Resolution of the Issuer
delineating the details of such Bonds, that shall be the maximum rate of interest such Bonds
may at any time bear in the future in accordance with the terms of such Supplemental
Resolution, which rate shall not exceed the maximum rate permitted by applicable law.
"Option Bonds" shall mean Bonds subject to tender for payment prior to their maturity
at the option of the Holder thereof.
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"Outstanding" when used with reference to Bonds and as of any particular date, shall
describe all Bonds theretofore and thereupon being authenticated and delivered except, (1) any
Bond in lieu of which another Bond or other Bonds have been issued under an agreement to
replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder thereof in
exchange for another Bond or other Bonds under Sections 2.06 and 2.08 hereof, and (3) Bonds
canceled after purchase in the open market or because of payment at or redemption prior to
maturity.
"Paying Agent" shall mean any paying agent for Bonds appointed by or pursuant to a
Supplemental Resolution and its successors or assigns, and any other Person which may at any
time be substituted in its place pursuant to this Resolution.
"Periodic Payments" means any payments which the Issuer is obligated to make or
entitled to receive under an Interest Rate Swap or a Qualified Swap, as the case may be, on any
Interest Date or other periodic payments dates.
"Permitted Investments" shall mean any investments authorized pursuant to the
investment policy of the Issuer and the laws of the State, as may be further designated by
Supplemental Resolution.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company, a trust, any unincorporated organization or governmental entity.
"Pledged Funds" shall mean (1) the Half-Cent Sales Tax Revenues, and (2) until applied
in accordance with the provisions of this Resolution, all moneys, including investments thereof,
in the funds and accounts established hereunder, with the exception of the Rebate Fund and the
Unrestricted Revenue Account; provided, however, that proceeds deposited in the Construction
Fund in connection with the issuance of a particular Series of Bonds shall only secure such
Series. "Pledged Funds" shall not include any direct subsidy payments received from the State
of the United States Treasury relating to Direct Subsidy Bonds.
"Principal Account" shall mean the separate account in the Debt Service Fund
established pursuant to Section 4.04 hereof.
"Principal Maturity Date" means, with respect to any series of Bonds, the annual or other
periodic date on which (i) principal matures on the Current Interest Paying Bonds and (ii) Maturity
Amounts are payable on Capital Appreciation Bonds, as determined by Supplemental Resolution
of the Board adopted at or prior to the issuance of Bonds, and in each case including applicable
dates on which Amortization Installments are required to be applied to retire Term Bonds.
"Project" shall mean the design, installation, acquisition, construction and equipping of
the capital improvements to infrastructure to be owned and located within the Issuer including,
without limitation, all property rights, appurtenances, easements, franchises and equipment
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relating thereto and deemed necessary or convenient for the acquisition, construction, erection
thereof, in accordance with certain plans on file or to be on file.
"Qualified Fixed Payor Swap" means, to the extent from time to time permitted pursuant
to law, with respect to Bonds, any financial arrangement (i) that is entered into by the Issuer
with an entity that is a Qualified Swap Provider at the time the arrangement is entered into; (ii)
which provides either (A) that the Issuer shall pay, but only upon receipt by the Issuer of any
payment then due to the Issuer from such entity, to such entity an amount based on the interest
accrued on an amount equal either to the principal amount of such Bonds or a notional
principal amount relating to all or a portion of the principal amount of such Bonds at a fixed
rate of interest set forth in such arrangement and that such entity shall pay to the Issuer an
amount based on the interest accruing at a variable rate (which need not be the same as the
actual rate of interest borne by such Bonds) on such actual or notional principal amount or (B)
that one shall pay to the other any net amount due under such arrangement or such other
similar arrangement; and (iii) which has been designated in writing by the Issuer as a Qualified
Fixed Payor Swap with respect to such Bonds.
"Qualified Fixed Receiver Swap" means, to the extent from time to time permitted by law,
with respect to Bonds, any financial arrangement (i) that is entered into by the Issuer with an
entity that is a Qualified Swap Provider at the time the arrangement is entered into, (ii) which
provides either (A) that the Issuer shall pay, but only upon receipt by the Issuer of any payment
then due to the Issuer from such entity, to such entity an amount based on the interest accrued
on an amount equal either to the principal amount of such Bonds or a notional principal
amount relating to all or a portion of the principal amount of such Bonds at a variable rate of
interest computed according to a formula set forth in such arrangement and that such entity
shall pay to the Issuer an amount based on the interest accruing at a fixed rate (which need not
be the same as the actual rate of interest borne by such Bonds) on such actual or notional
principal amount or (B) that one shall pay to the other any net amount due under such
arrangement or such other similar arrangement, and (iii) which has been designated in writing
by the Issuer as a Qualified Fixed Receiver Swap with respect to such Bonds.
"Qualified Swap" means either a Qualified Fixed Payor Swap or a Qualified Fixed
Receiver Swap.
"Qualified Swap Provider" means any person with whom the Issuer has entered into a
Qualified Fixed Payor Swap or a Qualified Fixed Receiver Swap.
"Rebate Amount" means the excess of the future value, as of a computation date, of all
receipts on non-purpose investments (as defined in Section 1.148-1(b) of the Income Tax
Regulations) over the future value, as of that date, of all payments on non-purpose investments,
all as provided by regulations under the Code implementing Section 148 thereof.
"Rebate Fund" shall mean the St. Lucie County Sales Tax Revenue Bond Rebate Fund
established pursuant to Section 5.08 hereof.
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"Rebate Year" shall mean, with respect to a particular Series of Bonds issued hereunder,
a one-year period (or shorter period from the date of issue) that ends at the close of business on
the day in the calendar year selected by the Issuer as the last day of a Rebate Year. The final
Rebate Year with respect to a particular Series of Bonds issued hereunder, however, shall end
on the date of final maturity of that Series of Bonds.
"Redemption Price" shall mean, with respect to any Bond or portion thereof, the
principal amount or portion thereof, plus the applicable premium, if any, payable upon
redemption thereof pursuant to such Bond or this Resolution.
"Refunded Bonds" shall mean the Series 2003 Bonds and the Series 2005 Bonds.
"Registrar" shall mean any registrar for the Bonds appointed by or pursuant to a
Supplemental Resolution and its successors and assigns, and any other Person which may at
any time be substituted in its place pursuant to Supplemental Resolution.
"Reserve Account" shall mean the separate account in the Debt Service Fund established
pursuant to Section 4.04 hereof, which may secure one or more Series of Bonds and which may
include separate subaccounts for one or more Series of Bonds, all as specified in a Supplemental
Resolution with respect to each Series of Bonds.
"Reserve Account Policy" shall mean any surety bond, irrevocable letter of credit,
guaranty or insurance policy, in lieu of a cash deposit, that satisfies the Reserve Account
Requirement following the issuance of a Series of Bonds and satisfies the requirements for such
as set forth in the Supplemental Resolution applicable to a particular Series of Bonds.
"Reserve Account Requirement" shall have such meaning or meanings as set forth in
Supplemental Resolution for each Series of Bonds, and may be made applicable to the Reserve
Account as a whole and/or to reserve subaccounts therein, as applicable for a Series of Bonds.
"Resolution" shall mean this Resolution, as the same may from time to time be amended,
modified or supplemented by Supplemental Resolution.
"Restricted Revenue Account" shall mean the separate account in the Revenue Fund
established pursuant to Section 4.04 hereof.
"Revenue Fund" shall mean the St. Lucie County Sales Tax Revenue Bond Revenue Fund
established pursuant to Section 4.04 hereof.
"Serial Bonds" shall mean all of the Bonds other than the Capital Appreciation Bonds,
Term Bonds and Variable Rate Bonds.
11
"Series" shall mean all the Bonds delivered on original issuance in a simultaneous
transaction and identified pursuant to Sections 2.01 and 2.02 hereof or a Supplemental
Resolution authorizing the issuance by the Issuer of such Bonds as a separate Series, regardless
of variations in maturity, interest rate, Amortization Installments or other provisions.
"Series 2003 Bonds" shall mean the Issuer's Sales Tax Refunding and Improvement
Revenue Bonds, Series 2003, issued in the original principal amount of $64,230,000.
"Series 2005 Bonds" shall mean the Issuer's Sales Tax Refunding and Improvement
Revenue Bonds, Series 2005, issued in the original principal amount of $11,930,000.
"Series 2013 Bonds" means, collectively, the Series 2013A Bonds and the Series 2013B
Bonds.
"Series 2013A Bonds" means the Issuer's Sales Tax Refunding Revenue Bonds, Series 2013A
authorized pursuant to Section 2.02 hereof, or such other name or names as shall be designated
pursuant to the authorization in Section 2.02 hereof.
"Series 2013B Bonds" means the County's Sales Tax Refunding Revenue Bonds, Series
2013B authorized pursuant to Section 2.02 hereof, or such other name or names as shall be
designated pursuant to the authorization in Section 2.02 hereof.
"State" shall mean the State of Florida.
"Subordinated Indebtedness" shall mean that indebtedness of the Issuer, subordinate
and junior to the Bonds, issued in accordance with the provisions of Section 5.01 hereof.
Subordinated Indebtedness shall include, but not be limited to, Termination Payments under
any Interest Rate Swap.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution adopted and becoming effective in accordance with the terms of
Sections 7.01, 7.02 and 7.03 hereof.
"Taxable Bond" shall mean any Bond which states, in the body thereof, that the interest
income thereon is includable in the gross income of the Holder thereof for federal income tax
purposes or that such interest is subject to federal income taxation.
"Tax-Exempt Bonds" shall mean any Bond the interest on which is excluded from gross
income of the holder thereof for federal income tax purposes in accordance with Section 103 of
the Code, as amended from time to time.
12
"Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby
or by Supplemental Resolution of the Issuer and which are subject to mandatory redemption by
Amortization Installments.
"Termination Payments" means any payments which the Issuer is obligated to make
under a Qualified Swap other than Periodic Payments.
"Unrestricted Revenue Account" shall mean the separate account in the Revenue Fund
established pursuant to Section 4.04 hereof.
"Variable Rate Bonds" shall mean Bonds or other obligations issued with a variable,
adjustable, convertible or other similar rate which is not fixed in percentage for the entire term
thereof at the date of issue.
The terms "herein," "hereunder," "hereby," "hereto," "hereof" and any similar terms, shall
refer to this Resolution; the term heretofore shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution.
Words importing the masculine gender include every other gender. Words importing the
singular number include the plural number, and vice versa.
SECTION 1.02. Authority for Resolution. This Resolution is adopted pursuant to the
provisions of the Act.
SECTION 1.03. Resolution to Constitute Contract. In consideration of the purchase and
acceptance of any or all of the Bonds by those who shall hold the same from time to time, the
provisions of this Resolution shall be a part of the contract of the Issuer with the Holders of the
Bonds and shall be deemed to be and shall constitute a contract between the Issuer and the
Holders from time to time of the Bonds. The pledge made in this Resolution and the provisions,
covenants and agreements herein set forth to be perf.,~~~~ed by or on behalf of the Issuer shall be
for the equal benefit, protection and security of the Holders of any and all of said Bonds and the
Insurer. All of the Bonds, regardless of the time or times of their issuance or maturity, shall be
of equal rank without preference, priority or distinction of any of the Bonds over any other
thereof except as expressly provided in or pursuant to this Resolution.
SECTION 1.04. Findines. It is hereby ascertained, determined and declared:
(A) The Issuer is adopting this Resolution to authorize the issuance of obligations
secured by Half-Cent Sales Tax Revenues.
(B) The Issuer is considering issuance of the Series 2013 Bonds in order to refund the
Refunded Bonds and thereby obtain net present value savings.
(C) Upon the issuance of the Series 2013 Bonds and the defeasance of the Refunded
Bonds there will be no debt outstanding secured by the Half-Cent Sales Tax Revenues except for
13
the Series 2013 Bonds, and in such event the Issuer has determined to adopt this Resolution in
order to, inter alia, modernize certain provisions related to bonds of the Issuer secured by the
Half-Cent Sales Tax Revenues and to include provisions related to Direct Subsidy Bonds, as
such term is defined herein.
(D) Any Series of Bonds, including the Series 2013 Bonds issued to refund the
Refunded Bonds, shall be issued upon approval by Supplemental Resolution of the Issuer and
compliance with the terms hereof. The proceeds of any Series of Bonds shall be applied as
provided in a Supplemental Resolution.
(E) The principal of and interest on the Series 2013 Bonds and any Additional Bonds
and all other payments provided for in this Resolution will be payable from the Pledged Funds
and any other amounts described in a Supplemental Resolution; and the ad valorem taxing
power of the Issuer will never be necessary or authorized to pay the principal of and interest on
the Bonds and, except as otherwise provided herein, the Bonds shall not constitute a lien upon
any property of the Issuer other than the Pledged Funds.
14
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION OF BONDS
SECTION 2.01. Authorization of Bonds. This Resolution creates an issue of Bonds of the
Issuer to be designated as "St. Lucie County, Florida Sales Tax Revenue Bonds" and/or "St. Lucie
County Sales Tax Refunding Revenue Bonds" which may be issued in one or more Series as
hereinafter provided. The aggregate principal amount of the Bonds which may be executed and
delivered under this Resolution is not limited except as is or may hereafter be provided in this
Resolution or as limited by the Act or by law.
The Bonds may, if and when authorized by the Issuer pursuant to this Resolution, be
issued in one or more Series, with such further appropriate particular designations added to or
incorporated in such title for the Bonds of any particular Series as the Issuer may determine and
as may be necessary to distinguish such Bonds from the Bonds of any other Series. Each Bond
shall bear upon its face the designation so determined for the Series to which it belongs.
Unless otherwise set forth herein or in a Supplemental Resolution, the Bonds shall be
issued for such purpose or purposes; shall bear interest at such rate or rates not exceeding the
maximum rate permitted by law; and shall be payable in lawful money of the United States of
America on such dates; all as determined by Supplemental Resolution of the Issuer.
Unless otherwise set forth herein or in a Supplemental Resolution, the Bonds shall be
issued in denominations of $5,000 or integral multiples thereof, in such form, whether coupon
or registered; shall be dated such date; shall bear such numbers; shall be payable at such place
or places; shall contain such redemption provisions; shall have such Paying Agents and
Registrars; shall mature in such years and amounts; shall provide that the proceeds thereof be
used in such manner; may be Capital Appreciation Bonds, Serial Bonds, Term Bonds or
Variable Rate Bonds (provided, however, that the issuance of Variable Rate Bonds which are
Additional Bonds is subject to the provisions of Section 5.02(D) hereof); all as determined by
Supplemental Resolution of the Issuer.
SECTION 2.02. Authorization and Description of Series 2013 Bonds. A Series of Bonds
entitled to the benefit, protection and security of this Resolution is hereby authorized in an
aggregate principal amount of not to exceed $55,000,000, for the principal purposes of refunding
the Series 2003 Bonds and paying certain costs of issuance incurred with respect to such Series.
Such Series shall be designated as, and shall be distinguished from the Bonds of all other Series
by the title "St. Lucie County, Florida, Sales Tax Refunding Revenue Bonds, Series 2013A,"
provided the Issuer may change such designation and separate such Series into two or more
subseries in a Supplemental Resolution.
15
A Series of Bonds entitled to the benefit, protection and security of this Resolution is
hereby authorized in an aggregate principal amount of not to exceed $15,000,000, for the
principal purposes of refunding the Series 2005 Bonds and paying certain costs of issuance
incurred with respect to such Series. Such Series shall be designated as, and shall be
distinguished from the Bonds of all other Series by the title "St. Lucie County, Florida, Sales Tax
Refunding Revenue Bonds, Series 2013B," provided the Issuer may change such designation
and separate such Series into two or more subseries in a Supplemental Resolution.
The Series 2013 Bonds shall be dated the date of delivery of the Series 2013 Bonds to the
purchaser or purchasers thereof or such other date as may be set forth by Supplemental
Resolution of the Issuer; shall be issued in such denomination and shall bear interest at a rate or
rates not exceeding the maximum rate permitted by law, payable in such manner and on such
dates; shall consist of Serial and/or Term Bonds; maturing in such amounts or Amortization
Installments and in such years not exceeding forty (40) years from their date; shall be payable in
such place or places; shall have such Paying Agent and Registrar; and shall contain such
redemption provisions; all as the Issuer shall provide hereafter by Supplemental Resolution.
All payments of principal of or Redemption Price, if applicable, and interest on the
Series 2013 Bonds shall be payable in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and private debts.
SECTION 2.03. Anvlication of Series 2013 Bonds Proceeds and Other Leeally Available
Funds. Except as otherwise provided by Supplemental Resolution, the proceeds derived from
the sale of the Series 2013 Bonds, including accrued interest and premium, if any, together with
other legally available funds of the Issuer, shall, simultaneously with the delivery of the Series
2013 Bonds to the purchaser or purchasers thereof, be applied by the Issuer as follows:
(A) Accrued interest, if any, shall be deposited in the Interest Account and shall be
used only for the purpose of paying the interest which shall thereafter become due on the Series
2013 Bonds.
(B) A sufficient amount shall be applied to the payment of costs and expenses
relating to the issuance of the Series 2013 Bonds which must be paid upon delivery of the Series
2013 Bonds. Such amount may, at the option of the Issuer, be deposited in and disbursed from
the Construction Fund.
(C) The balance shall be deposited in escrow as necessary to provide for the
refunding of the Refunded Bonds, as further provided by Supplemental Resolution.
SECTION 2.04. Execution of Bonds. The Bonds shall be executed in the name of the
Issuer and signed by, or bear the facsimile signature of the Chairman, shall be attested by or
bear the facsimile signature of the Clerk and shall be approved as to form and correctness by the
County Attorney. The official seal of the Issuer shall be imprinted on each Bond. In case any
16
one or more of the officers who shall have signed or sealed any of the Bonds or whose facsimile
signature shall appear thereon shall cease to be such officer of the Issuer before the Bonds so
signed and sealed have been actually sold and delivered, such Bonds may nevertheless be sold
and delivered as herein provided and may be issued as if the person who signed or sealed such
Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the
Issuer by such person who at the actual time of the execution of such Bond shall hold the proper
office of the Issuer, although, at the date of such Bond, such person may not have held such
office or may not have been so authorized. The Issuer may adopt and use for such purposes the
facsimile signatures of any such persons who shall have held such offices at any time after the
date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to
hold such office at the time the Bonds shall be actually sold and delivered.
SECTION 2.05. Authentication. No Bond of any Series shall be secured hereunder or be
entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be
manually endorsed on such Bond a certificate of authentication by the Registrar or such other
entity as may be approved by the Issuer for such purpose. Such certificate on any Bond shall be
conclusive evidence that such Bond has been duly authenticated and delivered under this
Resolution. The form of such certificate shall be substantially in the form provided in Section
2.10 hereof.
SECTION 2.06. Temvorarv Bonds. Until the definitive Bonds of any Series are
prepared, the Issuer may execute, in the same manner as is provided in Section 2.04 hereof, and
deliver, upon authentication by the Registrar pursuant to Section 2.05 hereof, in lieu of
definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive
Bonds, except as to the denominations thereof, one or more temporary Bonds substantially of
the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in
denominations authorized by the Issuer by Supplemental Resolution, and with such omissions,
insertions and variations as may be appropriate to temporary Bonds. The Issuer, at its own
expense, shall prepare and execute definitive Bonds, which shall be authenticated by the
Registrar. Upon the surrender of such temporary Bonds for exchange, the Registrar, without
charge to the Holder thereof, shall deliver in exchange therefor definitive Bonds, of the same
aggregate principal amount and Series and maturity as the temporary Bonds surrendered.
Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits
and security as definitive Bonds issued pursuant to this Resolution. All temporary Bonds
surrendered in exchange for another temporary Bond or Bonds or for a definitive Bond or
Bonds shall be forthwith canceled by the Registrar.
SECTION 2.07. Bonds Miztil;~,tP~l, Destroyed, Stolen nr Lost. In case any Bond shall
become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, issue and
deliver, and the Registrar shall authenticate, a new Bond of like tenor as the Bond so mutilated,
destroyed, stolen or lost (e.g., Serial Bonds will be exchanged for Serial Bonds and Capital
Appreciation Bonds will be exchanged for Capital Appreciation Bonds), in exchange and
substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond
17
or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Holder
furnishing the Issuer and the Registrar proof of such Holder's ownership thereof and
satisfactory indemnity and complying with such other reasonable regulations and conditions as
the Issuer or the Registrar may prescribe and paying such expenses as the Issuer and the
Registrar may incur. All Bonds so surrendered or otherwise substituted shall be canceled by
the Registrar. If any of the Bonds shall have matured or be about to mature, instead of issuing a
substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon being
indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender
thereof.
Any such duplicate Bonds issued pursuant to this Section 2.07 shall constitute original,
additional contractual obligations on the part of the Issuer whether or not the lost, stolen or
destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to
equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent
as all other Bonds issued hereunder.
SECTION 2.08. Transfer. Bonds, upon surrender thereof at the office of the Registrar
with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder
thereof or such Holder's attorney duly authorized in writing, may, at the option of the Holder
thereof, be exchanged for an equal aggregate principal amount of registered Bonds of the same
Series, maturity of any other authorized denominations and type (e.g., Serial Bonds will be
exchanged for Serial Bonds and Capital Appreciation Bonds will be exchanged for Capital
Appreciation Bonds).
The Bonds issued under this Resolution shall be and have all the qualities and incidents
of negotiable instruments under the law merchant and the Uniform Commercial Code of the
State, subject to the provisions for registration and transfer contained in this Resolution and in
the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer shall maintain and
keep, at the office of the Registrar, books for the registration and transfer of the Bonds.
Each Bond shall be transferable only upon the books of the Issuer, at the office of the
Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof
in person or by such Holder's attorney duly authorized in writing upon surrender thereof
together with a written instrument of transfer satisfactory to the Registrar duly executed and
guaranteed by the Holder or such Holder's duly authorized attorney. Upon the transfer of any
such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a
new Bond or Bonds of the same aggregate principal amount and Series and maturity as the
surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiduciary of the Issuer
may deem and treat the Person in whose name any Outstanding Bond shall be registered upon
the books of the Issuer as the absolute owner of such Bond, whether such Bond shall be overdue
or not, for the purpose of receiving payment of, or on account of, the principal or Redemption
Price, if applicable, and interest on such Bond and for all other purposes, and all such payments
so made to any such Holder or upon such Holder's order shall be valid and effectual to satisfy
18
and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither
the Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shall be
affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent in respect to any Series
of Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for such Series; (B)
following the fifteenth day next preceding the date of first mailing of notice of redemption of
any Bonds of such Series; and (C) at any other time as reasonably requested by the Paying
Agent of such Series, shall certify and furnish to such Paying Agent the names, addresses and
holdings of Bondholders and any other relevant information reflected in the registration books.
Any Paying Agent of any fully registered Bond shall effect payment of interest on such Bonds
by mailing a check or draft to the Holder entitled thereto or may, in lieu thereof, upon the
request and at the expense of such Holder, transmit such payment by bank wire transfer for the
account of such Holder.
In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the Issuer shall execute and the Registrar shall authenticate and deliver such Bonds in
accordance with the provisions of this Resolution. Execution of Bonds pursuant to Section 2.04
hereof for purposes of exchanging, replacing or transferring Bonds may occur at the time of the
original delivery of the Series of which such Bonds are a part. All Bonds surrendered in any
such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the
Issuer to be canceled by the Registrar. For every such exchange or transfer of Bonds, the Issuer
or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other
governmental charge required to be paid with respect to such exchange or transfer. The Issuer
and the Registrar shall not be obligated to make any such exchange or transfer of Bonds of any
Series during the fifteen days next preceding an Interest Date on the Bonds of such Series (other
than Variable Rate Bonds), or, in the case of any proposed redemption of Bonds of such Series,
then during the fifteen days next preceding the date of the first mailing of notice of such
redemption and continuing until such redemption date.
SECTION 2.09. Coupon Bonds; Capital Appreciation Bonds; Variable Rate Bonds. The
Issuer, at its discretion, may by Supplemental Resolution authorize the issuance of coupon
Bonds, registrable as to principal and interest, Capital Appreciation Bonds or Variable Rate
Bonds. Such Supplemental Resolution shall provide for the negotiability, transfer,
interchangeability, denominations and form of such Bonds and, if applicable, coupons
appertaining thereto. Coupon Bonds (other than Taxable Bonds) shall only be issued if an
opinion of Bond Counsel is received to the effect that issuance of such coupon Bonds will not
adversely affect the exclusion from gross income of interest earned on such Bonds for federal
income tax purposes.
SECTION 2.10. Form of Bonds. The text of the Bonds, except as otherwise provided
pursuant to Section 2.09 hereof and/or as approved pursuant to a Supplemental Resolution of
the Issuer, shall be in substantially the following form with such non-material omissions,
19
insertions and variations as may be necessary and/or desirable and approved by the Chairman
prior to the issuance thereof (which necessity and/or desirability and approval shall be
presumed by the Issuer's delivery of the Bonds to the purchaser or purchasers thereof):
20
No. R-
UNITED STATES OF AMERICA
STATE OF FLORIDA
ST. LUCIE COUNTY, FLORIDA
SALES TAX [REFUNDING) REVENUE BONDS,
SERIES
Interest Maturity Date of
Rate Date Original Issue CUSIP
October 1, _
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida (the "Issuer"),
for value received, hereby promises to pay, solely from the Pledged Funds hereinafter
described, to the Registered Holder identified above, or registered assigns as hereinafter
provided, on the Maturity Date identified above, the Principal Amount identified above and
interest on such Principal Amount from the Date of Original Issue identified above or from the
most recent interest payment date to which interest has been paid at the Interest Rate per
annum identified above on April 1 and October 1 of each year commencing 1,
,until such Principal Amount shall have been paid, except as the provisions hereinafter
set forth with respect to redemption prior to maturity may be or become applicable hereto.
Interest on this Bond will be computed on the basis of a 360-day year consisting of twelve 30-
day months.
Such Principal Amount and interest and the redemption premium, if any, on this Bond
are payable in any coin or currency of the United States of America which, on the respective
dates of payment thereof, shall be legal tender for the payment of public and private debts.
Such Principal Amount and the redemption premium, if any, on this Bond, are payable, upon
presentation and surrender hereof, at the designated corporate trust office of ,
as Paying Agent. Payment of each installment of interest shall
be made to the person in whose name this Bond shall be registered on the registration books of
the Issuer maintained by , as Registrar, at the close
of business on the date which shall be the fifteenth day (whether or not a business day) of the
calendar month next preceding each interest payment date and shall be paid by a check or draft
of such Paying Agent mailed to such Registered Holder at the address appearing on such
registration books or, at the option of such Paying Agent, and at the request and expense of
21
such Registered Holder, by bank wire transfer for the account of such Holder. In the event
interest payable on this Bond is not punctually paid or duly provided for by the Issuer on such
interest payment date, payment of each installment of such defaulted interest shall be made to
the person in whose name this Bond shall be registered at the close of business on a special
record date for the payment of such defaulted interest as established by notice to such
Registered Holder, not less than ten days preceding such special record date.
This Bond is one of an authorized issue of Bonds in the aggregate principal amount of
$ (the "Bonds") of like date, tenor and effect, except as to maturity date, interest rate,
denomination and number, issued for the purpose of
under the authority of and in full compliance with the
Constitution and laws of the State of Florida, particularly Chapter 125, Florida Statutes, Chapter
212, Florida Statutes, Chapter 218, Part VI, Florida Statutes, St. Lucie County Ordinance No. 87-
77, as amended, and other applicable provisions of law (collectively, the "Act"), and Resolution
No. 13-_ duly adopted by the Board of County Commissioners of the Issuer on ,
2013, as amended and supplemented from time to time, and particularly as supplemented by
Resolution No. 13-- ,duly adopted by the Board of County Commissioners of the Issuer on
2013 (collectively, the "Resolution"), and is subject to the terms and conditions of the
Resolution.
The Bonds and the interest thereon are payable solely from and secured by a lien upon
and a pledge of (1) the moneys received by the Issuer from the Local Government Half-Cent
Sales Tax Clearing Trust Fund pursuant to the provisions of the Act, and (2) until applied in
accordance with the provisions of the Resolution, all moneys, including investments thereof, in
certain of the funds and accounts established by the Resolution, all in the manner and to the
extent described in the Resolution (collectively, the "Pledged Funds").
IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS BOND THAT
THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA, OR ANY
POLITICAL SUBDIVISION THEREOF, ARE NOT PLEDGED TO THE PAYMENT OF THE
PRINCIPAL, PREMIUM, IF ANY, AND INTEREST ON THIS BOND AND THAT SUCH
HOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF
ANY TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL
SUBDIVISION THEREOF, TO THE PAYMENT OF SUCH PRINCIPAL, PREMIUM, IF ANY,
OR INTEREST. THIS BOND AND THE OBLIGATION EVIDENCED HEREBY SHALL NOT
CONS 1r1 UTE A LIEN UPON ANY PROPERTY OF THE ISSUER, BUT SHALL CONS i i i tJTE
A LIEN ONLY ON, AND SHALL BE PAYABLE SOLELY FROM, THE PLEDGED FUNDS.
Neither the members of the Board of County Commissioners of the Issuer nor any
person executing this Bond shall be liable personally hereon or be subject to any personal
liability or accountability by reason of the issuance hereof.
22
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN THIS PLACE.
This Bond shall not be valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF, St. Lucie County, Florida has issued this Bond and has caused
the same to be executed by the manual or facsimile signature of the Chairman, attested by the
manual or facsimile signature of its Clerk, approved as to form and correctness by the manual
or facsimile signature of its County Attorney, and its official seal or a facsimile thereof to be
affixed or reproduced hereon, all as of the _ day of , 20_.
ST. LUCIE COUNTY, FLORIDA
(SEAL)
By:
Chairman
ATTEST: APPROVED AS TO FORM AND
CORRECTNESS:
Clerk County Attorney
[Provisions on Reverse Side of Bond]
This Bond is transferable in accordance with the terms of the Resolution only upon the
books of the Issuer kept for that purpose at the designated corporate trust office of the Registrar
by the Registered Holder hereof in person or by such Holder's attorney duly authorized in
writing, upon the surrender of this Bond together with a written instrument of transfer
satisfactory to the Registrar duly executed by the Registered Holder or such Holder's attorney
duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate
principal amount shall be issued to the transferee in exchange therefor, and upon the payment
of the charges, if any, therein prescribed. The Bonds are issuable in the form of fully registered
Bonds in the denominations of $5,000 and integral multiples thereof, not exceeding the
aggregate principal amount of the Bonds maturing on the same date. The Issuer, the Registrar
and any Paying Agent may treat the Registered Holder of this Bond as the absolute owner
hereof for all purposes, whether or not this Bond shall be overdue, and shall not be affected by
any notice to the contrary. The Issuer and the Registrar shall not be obligated to make any
23
exchange or transfer of the Bonds during the fifteen days next preceding an interest payment
date, or in the case of any proposed redemption of the Bonds, then, during the fifteen days next
preceding the date of the first mailing of notice of such redemption.
(INSERT REDEMPTION PROVISIONS]
Notice of redemption, unless waived, is to be given by the Registrar by mailing an
official redemption notice by registered or certified mail at least 30 days and not more than 60
days prior to the date fixed for redemption to the Registered Holders of the Bonds to be
redeemed at such Holders' addresses shown on the registration books maintained by the
Registrar or at such other addresses as shall be furnished in writing by such Registered Holders
to the Registrar. Provided, however, that no defect in any such notice to any Registered Holder
of Bonds to be redeemed nor failure to give such notice to any such Registered Holder nor
failure of any such Registered Holder to receive such notice shall in any manner defeat the
effectiveness of a call for redemption as to all other Registered Holders of Bonds to be
redeemed. Notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds to be redeemed shall, on the redemption date, become due and payable at the
redemption price therein specified, and from and after such date (unless the Issuer shall default
in the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear
interest.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed precedent to and in the issuance of this Bond, exist, have
happened and have been performed, in regular and due form and time as required by the laws
and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds
does not violate any constitutional or statutory limitations or provisions.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
[Insert Name, Address, Social Security or Other Identifying Number of Assignee]
the within Bond and does hereby irrevocably constitute and appoint
as attorneys to register the transfer of the said Bond on
the books kept for registration thereof with full power of substitution in the premises.
Dated:
24
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by a member firm of the New
York Stock Exchange or a commercial bank
or trust company.
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Holder as it appears upon the
face of the within Bond in every particular,
without alteration or enlargement or any
change whatever and the Social Security or
other identifying number of such assignee
must be supplied.
The following abbreviations, when used in the inscription on the face of the within Bond, shall
be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN-- as joint tenants with right of
survivorship and not as tenants in common
UNIF TRANS MIN ACT --
(Gust.)
Custodian for
under Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used though not in the list above.
25
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within-mentioned Resolution.
DATE OF AUTHENTICATION:
Registrar
By:
Authorized Officer
STATEMENT OF INSURANCE
[IF APPLICABLE, INSERT INSURER LANGUAGE]
[End of Article II]
26
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. Privilege of Redemption. The terms of this Article III shall apply to
redemption of Bonds other than Variable Rate Bonds. The terms and provisions relating to
redemption of Variable Rate Bonds shall be provided by Supplemental Resolution.
SECTION 3.02. Selection of Bonds to be Redeemed. Except for the Series 2013 Bonds,
the Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples
thereof. The Issuer shall, at least thirty days prior to the redemption date (unless a shorter time
period shall be satisfactory to the Registrar) notify the Registrar of such redemption date and of
the principal amount of Bonds to be redeemed. For purposes of any redemption of less than all
of the Outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be
redeemed shall be selected not more than thirty days prior to the redemption date by the
Registrar from the Outstanding Bonds of the maturity or maturities designated by the Issuer by
such method as the Registrar shall deem fair and appropriate and which may provide for the
selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and
integral multiples thereof.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the
Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying
Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption
and, in the case of any Bond selected for partial redemption, the principal amount thereof to be
redeemed.
SECTION 3.03. Notice of Redemption. Unless waived by any Holder of Bonds to be
redeemed, notice of any redemption made pursuant to this section shall be given by the
Registrar on behalf of the Issuer by mailing a copy of an official redemption notice by registered
or certified mail at least thirty days and not more than sixty days prior to the date fixed for
redemption to each Holder of Bonds to be redeemed at the address of such Holder shown on
the registration books maintained by the Registrar or at such other address as shall be furnished
in writing by such Holder to the Registrar; provided, however, that no defect in any notice
given pursuant to this Section to any Holder of Bonds to be redeemed nor failure to give such
notice shall in any manner defeat the effectiveness of a call for redemption as to all other
Holders of Bonds to be redeemed.
Every official notice of redemption shall be dated and shall state:
(1) the redemption date,
27
(2) the Redemption Price,
(3) if less than all Outstanding Bonds are to be redeemed, the number (and, in the
case of a partial redemption of any Bond, the principal amount) of each Bond to be redeemed,
(4) that, on the redemption date, the Redemption Price will become due and payable
upon each such Bond or portion thereof called for redemption, and that interest thereon shall
cease to accrue from and after said date, and
(5) that such Bonds to be redeemed, whether as a whole or in part, are to be
surrendered for payment of the Redemption Price at the designated office of the Registrar.
Prior to any redemption date, the Issuer shall deposit with the Registrar an amount of
money sufficient to pay the Redemption Price of all the Bonds or portions of Bonds which are to
be redeemed on that date.
Official notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds to be redeemed shall, on the redemption date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the Issuer shall default
in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear
interest. Upon surrender of such Bonds for redemption in accordance with said notice, such
Bonds shall be paid by the Registrar at the Redemption Price. Installments of interest due on or
prior to the redemption date shall be payable as herein provided for payment of interest. Upon
surrender for any partial redemption of any Bond, there shall be prepared for the Holder a new
Bond or Bonds of the same maturity in the amount of the unpaid principal of such partially
redeemed Bond. All Bonds which have been redeemed shall be canceled and destroyed by the
Registrar and shall not be reissued.
Notwithstanding the foregoing or any other provision hereof, notice of optional
redemption pursuant to this Section 3.03 may be conditioned upon the occurrence or non-
occurrence of such event or events as shall be specified in such notice of optional redemption
and may also be subject to rescission by the Issuer if expressly set forth in such notice.
SECTION 3.04. Redemption of Portions of Bonds. Any Bond which is to be redeemed
only in part shall be surrendered at any place of payment specified in the notice of redemption
(with due endorsement by, or written instrument of transfer in form satisfactory to, the
Registrar duly executed by, the Holder thereof or such Holder's attorney duly authorized in
writing) and the Issuer shall execute and the Registrar shall authenticate and deliver to the
Holder of such Bond, without service charge, a new Bond or Bonds, of the same interest rate
and maturity, and of any authorized denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Bonds so surrendered.
28
SECTION 3.05. Payment of Redeemed Bonds. Notice of redemption having been given
substantially as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the
redemption date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Issuer shall default in the payment of the Redemption Price)
such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for
redemption in accordance with said notice, such Bonds shall be paid by the Registrar and/or
Paying Agent at the appropriate Redemption Price, plus accrued interest. All Bonds which
have been redeemed shall be canceled by the Registrar and shall not be reissued.
[End of Article III]
29
ARTICLE IV
SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF
SECTION 4.01. Bonds not to be Indebtedness of Issuer. THE BONDS SHALL NOT BE
OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE ISSUER AS
"BONDS" WITHIN THE MEANING OF ANY CONS 111 IITIONAL OR STATUTORY
PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY
FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS. NO
HOLDER OF ANY BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF
ANY AD VALOREM TAXING POWER TO PAY SUCH BOND, OR BE EN 111 LED TO
PAYMENT OF SUCH BOND FROM ANY MONEYS OF THE ISSUER EXCEPT FROM THE
PLEDGED FUNDS IN THE MANNER PROVIDED HEREIN.
The Pledged Funds shall immediately be subject to the lien of this pledge without any
physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as
against all parties having claims of any kind in tort, contract or otherwise against the Issuer.
SECTION 4.02. Security for Bonds. The payment of the principal of or Redemption
Price, if applicable, and interest on the Bonds shall be secured forthwith equally and ratably by
a pledge of and lien upon the Pledged Funds. The Issuer does hereby irrevocably pledge the
Pledged Funds to the payment of the principal of or Redemption Price, if applicable, and
interest on the Bonds in accordance with the provisions hereof.
SECTION 4.03. Construction Fund. The Issuer covenants and agrees to establish a
separate fund in a bank or trust company in the State, which is eligible under the laws of such
State to receive funds of the Issuer, to be known as the "St. Lucie County Sales Tax Revenue
Bond Construction Fund" (the "Construction Fund"), which shall be used only for payment of
the Costs of a Project. Moneys in the Construction Fund which derive from a particular Series
of Bonds, until applied in payment of any item of the Cost of a Project, in the manner
hereinafter provided, shall be held in trust by the Issuer and shall be subject to a lien and charge
in favor of the Holders of such Series of Bonds and for the further security of such Holders.
SECTION 4.04. Funds and Accounts. The Issuer covenants and agrees to establish
separate funds to be known as the "St. Lucie County Sales Tax Revenue Bond Revenue Fund"
(the "Revenue Fund"), the "St. Lucie County Sales Tax Revenue Bond Debt Service Fund" (the
"Debt Service Fund"), and the "St. Lucie County Sales Tax Subordinate Debt Service Fund" (the
"Subordinate Debt Service Fund"). The Issuer shall maintain in the Revenue Fund two accounts:
the "Restricted Revenue Account" and the "Unrestricted Revenue Account." The Issuer shall
maintain in the Debt Service Fund four accounts: the "Interest Account," the "Principal
Account," the "Bond Amortization Account," and the "Reserve Account," and within the Reserve
Account, one or more subaccounts for Series of Bonds in accordance with the Supplemental
30
Resolution for each such Series of Bonds. The Issuer shall maintain in the Subordinate Debt
Service Fund two accounts: the "Subordinated Indebtedness Account" and the "Swap Payment
Account." The moneys in the aforementioned funds and accounts, other than the Unrestricted
Revenue Account, until applied in accordance with the provisions hereof, shall be subject to a
lien and charge in favor of the Holders and for the further security of the Holders.
The Issuer shall at any time and from time to time appoint one or more qualified
depositories to hold, for the benefit of the Bondholders, any one or more of the funds and
accounts established hereby. Such depository or depositories shall perform at the direction of
the Issuer the duties of the Issuer in depositing, transferring and disbursing moneys to and
from each of such funds and accounts as herein set forth, and all records of such depositary in
performing such duties shall be open at all reasonable times to inspection by the Issuer and its
agents and employees.
SECTION 4.05. Flow of Funds.
(A) Unless otherwise set forth in a Supplemental Resolution, beginning on the date
the Series 2013 Bonds are issued, only to the extent a sufficient amount is not already on deposit
from other legally available revenue sources of the Issuer in amounts sufficient to satisfy all
payment obligations hereunder, the Issuer shall deposit the Half-Cent Sales Tax Revenues into
the Restricted Revenue Account promptly upon receipt thereof. The moneys in the Restricted
Revenue Account shall be deposited or credited on or before the 21st day of each month,
commencing with the month in which delivery of the Series 2013 Bonds shall be made to the
purchaser or purchasers thereof, or such later date as hereinafter provided, in the following
manner and in the following order of priority:
(1) Interest Account. The Issuer shall deposit into or credit to the Interest Account
the sum which, together with the balance in said Account, shall equal (a) the interest on all
Outstanding Bonds accrued and unpaid and to accrue to the end of the then current calendar
month, and (b) any Periodic Payments accrued and unpaid and to accrue to the end of the then
current calendar month. Moneys in the Interest Account shall be used to pay Periodic
Payments and interest on the Bonds as and when the same become due, whether by redemption
or otherwise, and for no other purpose. The Issuer shall adjust the amount of the deposit into
the Interest Account not later than the month immediately preceding any Interest Date so as to
provide sufficient moneys in the Interest Account to pay the Periodic Payments and the interest
on the Bonds coming due on such Interest Date.
(2) Principal Account. Next, the Issuer shall deposit into or credit to the Principal
Account the sum which, together with the balance in said Account, shall equal the principal
amounts and the Maturity Amount of any Capital Appreciation Bonds maturing within such
year, if any, on all Gutstanding Bonds due and unpaid and that portion of the principal and
Maturity Amount next due within one year which would have accrued on said Bonds during
the then current calendar month if such principal amounts and Maturity Amounts were
31
deemed to accrue monthly (assuming that a year consists of twelve equivalent calendar months
of thirty days each) in equal amounts from the next preceding principal payment due date, or, if
there is no such preceding principal payment due date, from a date one year preceding the due
date of such principal amount. Moneys in the Principal Account shall be used to pay the
principal of the Bonds and/or the Maturity Amount as and when the same shall mature, and for
no other purpose. The Issuer shall adjust the amount of deposit to the Principal Account not
later than the month immediately preceding any principal payment date so as to provide
sufficient moneys in the Principal Account to pay the Maturity Amounts and principal on
Bonds becoming due on such principal payment date.
(3) Bond Amortization Account. Commencing in the month which is one year prior
to any Amortization Installment due date, the Issuer shall deposit into or credit to the Bond
Amortization Account the sum which, together with the balance in said Account, shall equal the
Amortization Installments on all Bonds Outstanding due and unpaid and that portion of the
Amortization Installments of all Bonds Outstanding next due which would have accrued on
such Bonds during the then current calendar month if such Amortization Installments were
deemed to accrue monthly (assuming that a year consists of twelve equivalent calendar months
having thirty days each) in equal amounts from the next preceding Amortization Installment
due date, or, if there is no such preceding Amortization Installment due date, from a date one
year preceding the due date of such Amortization Installment. Moneys in the Bond
Amortization Account shall be used to purchase or redeem Term Bonds in the manner herein
provided, and for no other purpose. The Issuer shall adjust the amount of the deposit into the
Bond Amortization Account not later than the 215Y day of the month immediately preceding any
date for payment of an Amortization Installment so as to provide sufficient moneys in the Bond
Amortization Account to pay the Amortization Installments on the Bonds coming due on such
date. Payments to the Bond Amortization Account shall be on a parity with payments to the
Principal Account.
Amounts accumulated in the Bond Amortization Account with respect to any
Amortization Installment (together with amounts accumulated in the Interest Account with
respect to interest, if any, on the Term Bonds for which such Amortization Installment was
established) may be applied by the Issuer, on or prior to the sixtieth day preceding the due date
of such Amortization Installment (a) to the purchase of Term Bonds of the Series and maturity
for which such Amortization Installment was established, at a price not greater than the
Redemption Price at which such Term Bonds may be redeemed on the first date thereafter on
which such Term Bonds shall be subject to redemption, or (b) to the redemption at the
applicable Redemption Price of such Term Bonds, if then redeemable by their terms. The
applicable Redemption Price (or principal amount of maturing Term Bonds) of any Term Bonds
so purchased or redeemed shall be deemed to constitute part of the Bond Amortization Account
until such Amortization Installment date, for the purposes of calculating the amount of such
Account. As soon as practicable after the sixtieth day preceding the due date of any such
Amortization Installment, the Issuer shall proceed to call for redemption on such due date, by
causing notice to be given as provided in Section 3.03 hereof, Term Bonds of the Series and
32
maturity for which such Amortization Installment was established (except in the case of Term
Bonds maturing on an Amortization Installment date) in such amount as shall be necessary to
complete the retirement of the unsatisfied balance of such Amortization Installment. The Issuer
shall pay out of the Bond Amortization Account and the Interest Account to the appropriate
Paying Agents, on or before the day preceding such redemption date (or maturity date), the
amount required for the redemption (or for the payment of such Term Bonds then maturing),
and such amount shall be applied by such Paying Agents to such redemption (or payment). All
expenses in connection with the purchase or redemption of Term Bonds shall be paid by the
Issuer from the Revenue Fund.
(4) Reserve Account. Next, the Issuer shall deposit into or credit to the Reserve
Account or to a Subaccount therein for specified Series of Bonds (a "Reserve Subaccount"), a
sum sufficient to maintain therein an amount equal to the Reserve Account Requirement for
such Series of Bonds Outstanding secured by the Reserve Account or a Reserve Subaccount, as
applicable. Unless otherwise provided by Supplemental Resolution, moneys in the Reserve
Account or a Reserve Subaccount shall be used only for the purpose of the payment of maturing
principal of or interest or Amortization Installments on the Bonds in a Series secured thereby
when the other moneys in the Debt Service Fund are insufficient therefor, and for no other
purpose. However, whenever the moneys on deposit in the Reserve Account or Reserve
Subaccount, as applicable, exceed the Reserve Account Requirement, such excess shall be
withdrawn and deposited into the Interest Account to pay interest on the Bonds secured by
such Reserve Account or Reserve Subaccount, as applicable.
Upon the issuance of any Series of Bonds under the terms, limitations and conditions as
herein provided and as provided in the Supplemental Resolution for such Series of Bonds, the
Issuer shall, on the date of delivery of such Series of Bonds, increase the sum required to be
accumulated and maintained on deposit in the Reserve Account or Reserve Subaccount, as
applicable, for such Series of Bonds, if any, as required by the Supplemental Resolution
applicable to such Series of Bonds to be at least equal to the Reserve Account Requirement for
such Series of Bonds, if applicable. Such required sum may be paid in full or in part from the
proceeds of such Series of Bonds.
Notwithstanding the foregoing provisions, in lieu of the required cash deposits into the
Reserve Account or Reserve Subaccount with respect to a Series of Bonds, the Issuer may, at any
time, cause to be deposited into the Reserve Account or Reserve Subaccount, as applicable, a
Reserve Account Policy which meets the requirements for such Reserve Account Policy set forth
in the Supplemental Resolution applicable to such Series of Bonds, for the benefit of the holders
of such Series of Bonds in an amount equal to the difference between the Reserve Account
Requirement for such Series of Bonds and the sums then on deposit in the Reserve Account or
Reserve Subaccount, as applicable, if any. Such Reserve Account Policy shall be payable to the
Paying Agent (upon the giving of notice as required thereunder) on any Interest Date on which
a deficiency exists which cannot be cured by funds in any other fund or account held pursuant
to this Resolution and available for such purpose. Repayment of draws made from a Reserve
33
Account Policy provided pursuant to this paragraph, shall be made in accordance with a
Supplemental Resolution.
Whenever the amount in the Reserve Account or Reserve Subaccount, as applicable,
together with the other amounts in the Debt Service Fund, are sufficient to fully pay all
Outstanding Bonds of the Series of Bonds secured by the Reserve Account or Reserve
Subaccount in accordance with their terms (including principal or applicable Redemption Price
and interest thereon), the funds on deposit in the Reserve Account or Reserve Subaccount, as
applicable, may be transferred to the other accounts of the Debt Service Fund for the payment of
such Bonds.
(5) Subordinated Indebtedness Account. Next, the Issuer shall deposit into or credit
to the Subordinate Debt Service Fund and accounts therein such sums as are required by the
proceedings authorizing the issuance of Subordinated Indebtedness as follows:
(a) Into the Subordinated Indebtedness Account, the sum which, together
with the balance in said Account, shall equal (a) the interest on all Outstanding Subordinated
Indebtedness accrued and unpaid and to accrue to the end of the then current calendar month,
and (b) the principal amounts of any Subordinated Indebtedness maturing within such year, if
any, on all Outstanding Subordinated Indebtedness due and unpaid and that portion of the
principal amounts next due within one year which would have accrued on said Subordinated
Indebtedness during the then current calendar month if such principal amounts were deemed
to accrue monthly (assuming that a year consists of twelve equivalent calendar months of thirty
days each); and
(b) Into the Swap Payment Account, the sum which, together with the
balance in said Account, shall equal the amount due under any Interest Rate Swap as
Termination Payments.
(6) Unrestricted Revenue Account. The balance of any moneys after the deposits
required by Sections 4.05(A)(1) through 4.05(A)(5) hereof may be transferred, at the discretion of
the Issuer, to the Unrestricted Revenue Account or to any other appropriate fund or account of
the Issuer and may be used for any lawful purpose.
(B) The Issuer, in its discretion, may use moneys in the Principal Account and the
Interest Account to purchase or redeem Bonds coming due on the next principal payment date,
provided such purchase or redemption does not adversely affect the Issuer's ability to pay the
principal or interest coming due on such principal payment date on the Bonds not so purchased
or redeemed.
(C) At least one business day prior to the date established for payment of any
principal of or Redemption Price, if applicable, or interest on the Bonds, the Issuer shall
withdraw from the appropriate account of the Debt Service Fund sufficient moneys to pay such
principal or Redemption Price, if applicable, or interest and deposit such moneys with the
Paying Agent for the Bonds to be paid.
34
SECTION 4.06. Investments. The Construction Fund, the Restricted Revenue Account
and the Debt Service Fund shall be continuously secured in the manner by which the deposit of
public funds are authorized to be secured by the laws of the State and the investment policy of
the Issuer. Moneys on deposit in the Construction Fund, the Restricted Revenue Account and
the Debt Service Fund may be invested and reinvested in Permitted Investments maturing no
later than the date on which the moneys therein will be needed. Any and all income received
by the Issuer from the investment of moneys in each account of the Construction Fund, the
Interest Account, the Principal Account, the Bond Amortization Account, the Reserve Account
or a Reserve Subaccount (but only to the extent that the amount therein is less than the
applicable Reserve Account Requirement) and the Restricted Revenue Account shall be retained
in such respective Fund or Account unless otherwise required by applicable law. To the extent
that the amount in the Reserve Account is equal to or greater than the Reserve Account
Requirement, any and all income received by the Issuer from the investment of moneys therein
shall be transferred, upon receipt, and deposited into the Interest Account.
Nothing contained in this Resolution shall prevent any Permitted Investments acquired
as investments of or security for funds held under this Resolution from being issued or held in
book-entry form on the books of the Department of the Treasury of the United States.
SECTION 4.07. Sevarate Accounts. The moneys required to be accounted for in each of
the foregoing funds and accounts established herein may be deposited in a single bank account,
and funds allocated to the various funds and accounts established herein may be invested in a
common investment pool, provided that adequate accounting records are maintained to reflect
and control the restricted allocation of the moneys on deposit therein and such investments for
the various purposes of such funds and accounts as herein provided.
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 as such term is commonly defined and used in governmental accounting,
but rather is intended solely to constitute an earmarking of certain revenues for certain
purposes and to establish certain priorities for application of such revenues as herein provided.
(End of Article IV]
35
ARTICLE V
SUBORDINATED INDEBTEDNESS,
ADDITIONAL BONDS, AND COVENANTS OF ISSUER
SECTION 5.01. Subordinated Indebtedness. The Issuer will not issue any other
obligations, except under the conditions and in the manner provided herein, payable from the
Pledged Funds or voluntarily create or cause to be created any debt, lien, pledge, assignment,
encumbrance or other charge having priority to or being on a parity with the lien thereon in
favor of the Bonds and the interest thereon. The Issuer may at any time or from time to time
issue evidences of indebtedness payable in whole or in part out of the Pledged Funds and
which may be secured by a pledge of the Pledged Funds; provided, however, that such pledge
shall be, and shall be expressed to be, subordinated in all respects to the pledge of the Pledged
Funds created by this Resolution. The Issuer shall have the right to covenant with the holders
from time to time of any Subordinated Indebtedness to add to the conditions, limitations and
restrictions under which any Additional Bonds may be issued pursuant to Section 5.02 hereof.
The Issuer agrees to pay promptly any Subordinated Indebtedness as the same shall become
due.
SECTION 5.02. Issuance of Additional Bonds. No Additional Bonds, payable on a
parity with the Bonds then Outstanding pursuant to this Resolution, shall be issued except
upon the conditions and in the manner herein provided. The Issuer may issue one or more
Series of Additional Bonds for any one or more of the following purposes: financing the Cost of
a Project, or the completion thereof, or, subject to compliance with the requirements of the Code
that must be satisfied, refunding any or all Outstanding Bonds or of any Subordinated
Indebtedness of the Issuer.
No such Additional Bonds shall be issued unless the following conditions are complied
with:
(A) There shall have been obtained and filed with the Issuer a statement of the
Finance Director (1) setting forth the amount of the Half-Cent Sales Tax Revenues received by
the Issuer during the most recent Fiscal Year for which audited financial statements are
available; and (2) stating that the amount of the Half-Cent Sales Tax Revenues received during
the aforementioned twelve month period equaled at least 1.35 times the Maximum Annual Debt
Service of all Bonds then Outstanding including such proposed Additional Bonds with respect
to which such statement is made.
(B) Additional Bonds shall be deemed to have been issued pursuant to this
Resolution the same as the Outstanding Bonds, and all of the other covenants and other
provisions of this Resolution (except as to details of such Additional Bonds inconsistent
therewith) shall be for the equal benefit, protection and security of the Holders of all Bonds
36
issued pursuant to this Resolution. All Bonds, regardless of the time or times of their issuance,
shall rank equally with respect to their lien on the Pledged Funds and their sources and security
for payment therefrom without preference of any Bond over any other.
(C) In the event any Additional Bonds are issued for the purpose of refunding any
Bonds then Outstanding, the conditions of this Section 5.02 shall not apply, provided that the
issuance of such Additional Bonds shall not result in an increase in the aggregate amount of
Annual Debt Service on the Outstanding Bonds becoming due. The conditions of Section
5.02(A) hereof shall apply to Additional Bonds issued to refund Subordinated Indebtedness and
to Additional Bonds issued for refunding purposes which cannot meet the conditions of this
paragraph.
SECTION 5.03. Bond Anticipation Notes. Subject to Sections 5.01 and 5.02 hereof, the
Issuer may issue notes in anticipation of the issuance of Bonds which shall have such terms and
details and be secured in such manner, not inconsistent with this Resolution, as shall be
provided by Resolution of the Issuer.
SECTION 5.04. Books and Records. The Issuer will keep books and records of the
receipt of the Half-Cent Sales Tax Revenues in accordance with generally accepted accounting
principles, and any Holder or Holders of Bonds shall have the right at all reasonable times to
inspect the records, accounts and data of the Issuer relating thereto.
SECTION 5.05. Annual Audit. The Issuer shall, within a reasonable amount of time
after the close of each Fiscal Year, cause the financial statements of the Issuer to be properly
audited by a recognized independent certified public accountant or recognized independent
firm of certified public accountants, and shall require such accountants to complete their report
on the annual financial statements in accordance with applicable law. Such annual financial
statements shall contain, but not be limited to, a balance sheet, a statement of revenues,
expenditures and changes in fund balance, and any other statements as required by law or
accounting convention. The annual financial statements shall be prepared in conformity with
generally accepted accounting principles. A copy of the audited financial statements for each
Fiscal Year shall be furnished to any Holder of a Bond who shall have furnished such Holder's
address to the Clerk and requested in writing that the same be furnished to such Holder. The
Issuer shall be permitted to make a reasonable charge for furnishing such audited financial
statements.
SECTION 5.06. No Impairment. As long as there are Bonds Outstanding hereunder, the
pledging of the Pledged Funds in the manner provided herein shall not be subject to repeal,
modification or impairment by any subsequent ordinance, resolution or other proceedings of
the Board.
SECTION 5.07. Collection of Half-Cent Tax Revenues. The Issuer covenants to do all
things necessary on its part to continue the receipt of the Half-Cent Sales Tax Revenues in
37
compliance with the Act and any successor provision of law governing the same. The Issuer
will proceed diligently to perform legally and effectively all steps required on its part to receive
the Half-Cent Sales Tax Revenues and shall exercise all legally available remedies to enforce
such collections now or hereafter available under State law.
SECTION 5.08. Federal Income Tax Covenants; Taxable Bonds.
(A) The Issuer covenants with the Holders of each Series of Tax-Exempt Bonds that it
shall not use the proceeds of such Series of Bonds in any manner which would cause the interest
on such Series of Bonds to be or become includable in the gross income of the Holder thereof for
federal income tax purposes.
(B) The Issuer covenants with the Holders of each Series of Tax-Exempt Bonds that
neither the Issuer nor any Person under its control or direction will make any use of the
proceeds of such Series of Bonds (or amounts deemed to be proceeds under the Code) in any
manner which would cause such Series of Bonds to be "arbitrage bonds" within the meaning of
Section 148 of the Code and neither the Issuer nor any other Person shall do any act or fail to do
any act which would cause the interest on such Series of Bonds to become includable in the
gross income of the Holder thereof for federal income tax purposes.
(C) The Issuer hereby covenants with the Holders of each Series of Tax-Exempt
Bonds that it will comply with all provisions of the Code necessary to maintain the exclusion of
interest on the Bonds from the gross income of the Holder thereof for federal income tax
purposes, including, in particular, the payment of any amount required to be rebated to the U.S.
Treasury pursuant to the Code.
(D) The Issuer hereby covenants with the Holders of each Series of Direct Subsidy
Bonds that it will comply with all provisions of the Code necessary to ensure receipt of direct
subsidy payments.
(E) The Issuer may, if it so elects, issue one or more Series of Taxable Bonds the
interest on which is (or may be) includable in the gross income of the Holder thereof for federal
income tax purposes, so long as each Bond of such Series states in the body thereof that interest
payable thereon is (or may be) subject to federal income taxation and provided that the issuance
thereof will not cause the interest on any other Bonds theretofore issued hereunder to be or
become includable in the gross income of the Holder thereof for federal income tax purposes.
(F) There is hereby created and established a fund to be known as the "St. Lucie
County Sales Tax Revenue Bond Rebate Fund" (the "Rebate Fund"), and a separate account
therein for each Series of Tax-Exempt Bonds. The Issuer shall deposit into the appropriate
account in the Rebate Fund, from investment earnings on moneys deposited in the other funds
and accounts created hereunder, or from any other legally available funds of the Issuer, an
amount equal to the Rebate Amount for such Rebate Year. The Issuer shall use such moneys
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deposited in the appropriate account in the Rebate Fund only for the payment of the Rebate
Amount to the United States as required by this Section 5.08. In complying with the foregoing,
the Issuer may rely upon any instructions or opinions from Bond Counsel.
If any amount shall remain in the Rebate Fund after payment in full of all Tax-Exempt
Bonds issued hereunder and after payment in full of the Rebate Amount to the United States in
accordance with the terms hereof, such amounts shall be available to the Issuer for any lawful
purpose.
The Rebate Fund shall be held separate and apart from all other funds and accounts of
the Issuer, shall not be impressed with a lien in favor of the Bondholders and the moneys
therein shall be available for use only as herein provided.
[End of Article V]
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ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default. The following events shall each constitute an "Event
of Default:"
(A) The Issuer shall fail to make a payment of the principal of, Amortization
Installment, redemption premium or interest on any Bond within fifteen (15) days of when it
becomes due.
(B) There shall occur the dissolution or liquidation of the Issuer, or the filing by the
Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of
bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the
benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into
an agreement of composition with its creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization
instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any
similar act in any jurisdiction which may now be in effect or hereafter enacted.
(C) The Issuer shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution
on the part of the Issuer to be performed, and such default shall continue for a period of thirty
days after written notice of such default shall have been received from the Holders of not less
than twenty-five percent (25%) of the aggregate principal amount of Bonds Outstanding or the
Insurer of such amount of Bonds. Notwithstanding the foregoing, the Issuer shall not be
deemed in default hereunder if such default can be cured within a reasonable period of time
and if the Issuer in good faith institutes curative action and diligently pursues such action until
the default has been corrected.
SECTION 6.02. Remedies. Any Holder of Bonds issued under the provisions of this
Resolution or any trustee or receiver acting for such Bondholders may either at law or in equity,
by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect
and enforce any and all rights under the laws of the State, or granted and contained in this
Resolution, and may enforce and compel the performance of all duties required by this
Resolution or by any applicable statutes to be performed by the Issuer or by any officer thereof.
The Holder or Holders of Bonds in an aggregate principal amount of not less than
twenty-five percent (25%) of the Bonds then Outstanding may by a duly executed certificate in
writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority
to represent such Bondholders in any legal proceedings for the enforcement and protection of
the rights of such Bondholders and such certificate shall be executed by such Bondholders or
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their duly authorized attorneys or representatives, and shall be filed in the office of the Clerk.
Notice of such appointment, together with evidence of the requisite signatures of the Holders of
not less than twenty-five percent (25%) in aggregate principal amount of Bonds Outstanding
and the trust instrument under which the trustee shall have agreed to serve shall be filed with
the Issuer and the trustee and notice of appointment shall be given to all Holders of Bonds in
the same manner as notices of redemption are given hereunder. After the appointment of the
first trust hereunder, no further trustees may be appointed; however, the Holders of a majority
in aggregate principal amount of all the Bonds then Outstanding may remove the trustee
initially appointed and appoint a successor and subsequent successors at any time.
In addition to the remedies described above, the Issuer may provide acceleration as a
remedy for any Series of Bonds pursuant to the Supplemental Resolution which authorizes the
issuance of such Series of Bonds.
SECTION 6.03. Directions to Trustee as to Remedial Proceedings. The Holders of a
majority in principal amount of the Bonds then Outstanding (or any Insurer insuring any then
Outstanding Bonds who is not in default in the performance of any of its obligations under its
Insurance Policy) have the right, by an instrument or concurrent instruments in writing
executed and delivered to the trustee, to direct the method and place of conducting all remedial
proceedings to be taken by the trustee hereunder, provided that such direction shall not be
otherwise than in accordance with law or the provisions hereof, and that the trustee shall have
the right to decline to follow any such direction which in the opinion of the trustee would be
unjustly prejudicial to Holders of Bonds not parties to such direction.
SECTION 6.04. Remedies Cumulative. No remedy herein conferred upon or reserved
to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and
every such remedy shall be cumulative, and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or inequity or by statute.
SECTION 6.05. Waiver of Default. No delay or omission of any Bondholder to exercise
any right or power accruing upon any default shall impair any such right or power or shall be
construed to be a waiver of any such default, or an acquiescence therein; and every power and
remedy given by Section 6.02 of this Resolution to the Bondholders may be exercised from time
to time, and as often as may be deemed expedient.
SECTION 6.06. Annlication of Moneys After Default. If an Event of Default shall
happen and shall not have been remedied, the Issuer or a trustee or receiver appointed for the
purpose shall apply all Pledged Funds as follows and in the following order:
(A) To the payment of the reasonable and proper charges, expenses and liabilities of
the trustee or receiver, Registrar and Paying Agent hereunder; and
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(B) To the payment of the interest and principal or Redemption Price, if applicable,
then due on the Bonds, as follows:
FIRST: to the payment to the Persons entitled thereto of all installments of
interest then due, in the order of the maturity of such installments, and, if the amount
available shall not be sufficient to pay in full any particular installment, then to the
payment ratably, according to the amounts due on such installment, to the Persons
entitled thereto, without any discrimination or preference;
SECOND: to the payment to the Persons entitled thereto of the unpaid principal
of any of the Bonds which shall have become due at maturity or as Amortization
Installments upon mandatory redemption prior to maturity (other than Bonds called for
redemption for the payment of which moneys are held pursuant to the provisions of
Section 8.01 of this Resolution), in the order of their due dates, with interest upon such
Bonds from the respective dates upon which they became due, and, if the amount
available shall not be sufficient to pay in full Bonds due on any particular date, together
with such interest, then to the payment first of such interest, ratably according to the
amount of such interest due on such date, and then to the payment of such principal,
ratably according to the amount of such principal due on such date, to the Persons
entitled thereto without any discrimination or preference; and
THIRD: to the payment of the Redemption Price of any Bonds called for optional
redemption pursuant to the provisions of this Resolution.
[End of Article VI]
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ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01. Supplemental Resolutions without Bondholders' Consent. The Issuer,
from time to time and at any time, may adopt such Supplemental Resolutions without the
consent of the Bondholders (which Supplemental Resolutions shall thereafter form a part
hereof) for any of the following purposes:
(A) To cure any ambiguity or formal defect or omission or to correct any inconsistent
provisions in this Resolution or to clarify any matters or questions arising hereunder.
(B) To grant to or confer upon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders.
(C) To add to the conditions, limitations and restrictions on the issuance of Bonds
under the provisions of this Resolution other conditions, limitations and restrictions thereafter
to be observed.
(D) To add to the covenants and agreements of the Issuer in this Resolution other
covenants and agreements thereafter to be observed by the Issuer or to surrender any right or
power herein reserved to or conferred upon the Issuer.
(E) To specify and determine the matters and things referred to in Sections 2.01, 2.02
or 2.09 hereof, and also any other matters and things relative to such Bonds which are not
contrary to or inconsistent with this Resolution as theretofore in effect, or to amend, modify or
rescind any such authorization, specification or determination at any time prior to the first
delivery of such Bonds.
(F) To authorize Additional Bonds or Projects.
(G) To specify and determine matters necessary or desirable for the issuance of
Variable Rate Bonds, Balloon Indebtedness or Option Bonds.
(H) Prior to the issuance of any Additional Bonds hereunder, to permit the creation
of subaccounts within in the Reserve Account to secure one or more Series of Bonds issued
hereunder and to make other modifications of this Resolution to carry out such objective,
including without limitation the modification of the definition of Reserve Account
Requirement.
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(I) To make any other change that, in the opinion of the Issuer, would not materially
adversely affect the security for the Bonds.
SECTION 7.02. Supplemental Resolutions with Bondholders' Consent. Subject to the
terms and provisions contained in this Section 7.02 and Sections 7.01 and 7.03 hereof, the Holder
or Holders of not less than a majority in aggregate principal amount of the Bonds then
Outstanding shall have the right, from time to time, anything contained in this Resolution to the
contrary notwithstanding, to consent to and approve the adoption of such Supplemental
Resolutions hereto as shall be deemed necessary or desirable by the Issuer for the purpose of
supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any
of the terms or provisions contained in this Resolution; provided, however, that if such
modification or amendment will, by its terms, not take effect so long as any Bonds of any
specified Series or maturity remain Outstanding, the consent of the Holders of such Bonds shall
not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any
calculation of Outstanding Bonds under this Section 7.02. Any Supplemental Resolution which
is adopted in accordance with the provisions of this Section 7.02 shall also require the written
consent of the Insurer of any Bonds which are Outstanding at the time such Supplemental
Resolution shall take effect. No Supplemental Resolution may be approved or adopted which
shall permit or require (A) an extension of the maturity of the principal of or the payment of the
interest on any Bond issued hereunder, (B) reduction in the principal amount of any Bond or
the Redemption Price or the rate of interest thereon, (C) the creation of a lien upon or a pledge
of other than the lien and pledge created by this Resolution which adversely affects any
Bondholders, (D) a preference or priority of any Bond or Bonds over any other Bond or Bonds,
or (E) a reduction in the aggregate principal amount of the Bonds required for consent to such
Supplemental Resolution. Nothing herein contained, however, shall be construed as making
necessary the approval by Bondholders of the adoption of any Supplemental Resolution as
authorized in Section 7.01 hereof.
If, at any time the Issuer shall determine that it is necessary or desirable to adopt any
Supplemental Resolution pursuant to this Section 7.02, the Clerk shall cause the Registrar to
give notice of the proposed adoption of such Supplemental Resolution and the form of consent
to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they
appear on the registration books. Such notice shall briefly set forth the nature of the proposed
Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk
and the Registrar for inspection by all Bondholders. The Issuer shall not, however, be subject to
any liability to any Bondholder by reason of its failure to cause the notice required by this
Section 7.02 to be mailed and any such failure shall not affect the validity of such Supplemental
Resolution when consented to and approved as provided in this Section 7.02.
Whenever the Issuer shall deliver to the Clerk an instrument or instruments in writing
purporting to be executed by the Holders of not less than a majority in aggregate principal
amount of the Bonds then Outstanding, which instrument or instruments shall refer to the
proposed Supplemental Resolution described in such notice and shall specifically consent to
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and approve the adoption thereof in substantially the form of the copy thereof referred to in
such notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution
in substantially such form, without liability or responsibility to any Holder of any Bond,
whether or not such Holder shall have consented thereto.
If the Holders of not less than a majority in aggregate principal amount of the Bonds
Outstanding at the time of the adoption of such Supplemental Resolution shall have consented
to and approved the adoption thereof as herein provided, no Holder of any Bond shall have any
right to object to the adoption of such Supplemental Resolution, or to object to any of the terms
and provisions contained therein or the operation thereof, or in any manner to question the
propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or
from taking any action pursuant to the provisions thereof.
Upon the adoption of any Supplemental Resolution pursuant to the provisions of this
Section 7.02, this Resolution shall be deemed to be modified and amended in accordance
therewith, and the respective rights, duties and obligations under this Resolution of the Issuer
and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and
enforced in all respects under the provisions of this Resolution as so modified and amended.
SECTION 7.03. Supplemental Resolutions with Insurer's Consent in lieu of
Bondholders' Consent. Notwithstanding any provisions of Section 7.02 above to the contrary, if
the Insurer of a particular Series of Bonds is not then in default in the performance of any of its
obligations under its Insurance Policy and its credit rating has not been downgraded from the
rating assigned to the Insurer as the time the respective Series of Bonds were issued, the
approvals, consents and notifications required by Section 7.02 above to be given by or to the
Holders of the Bonds, as the case may be, subject to such Insurance Policy shall be given solely
by or to the Insurer, as the case may be, and the instrument contemplated by Section 7.02 above
shall be executed solely by the Insurer and the Holders of the Bonds subject to such Insurance
Policy shall have no right to receive such notification or give such approvals and consents or to
execute such certificate except that the adoption of Supplemental Resolutions that would have
any of the effects described in (A) through (E) in Section 7.02 above shall require the approval
and consent of all Holders of Bonds then Outstanding and the Insurer.
[End of Article VII]
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ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. Defeasance. The covenants and obligations of the Issuer shall be
defeased and discharged under the terms of this Resolution as follows:
(A) If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the
Holders of all Bonds, the principal or Redemption Price, if applicable, and interest due or to
become due thereon, at the times and in the manner stipulated therein and in this Resolution,
then the pledge of the Pledged Funds, and all covenants, agreements and other obligations of
the Issuer to the Bondholders, shall thereupon cease, terminate and become void and be
discharged and satisfied. In such event, the Paying Agents shall pay over or deliver to the
Issuer all money or securities held by them pursuant to this Resolution which are not required
for the payment or redemption of Bonds not theretofore surrendered for such payment or
redemption.
(B) Any Bonds or interest installments appertaining thereto, whether at or prior to
the maturity or redemption date of such Bonds, shall be deemed to have been paid within the
meaning of this Section 8.01 if (A) in case any such Bonds are to be redeemed prior to the
maturity thereof, there shall have been taken all action necessary to call such Bonds for
redemption and notice of such redemption shall have been duly given or provision shall have
been made for the giving of such notice, and (B) there shall have been deposited in irrevocable
trust with a banking institution or trust company by or on behalf of the Issuer either moneys in
an amount which shall be sufficient, or Federal Securities the principal of and the interest on
which when due will provide moneys which, together with the moneys, if any, deposited with
such bank or trust company at the same time shall be sufficient, to pay the principal of or
Redemption Price, if applicable, and interest due and to become due on said Bonds on and prior
to the redemption date or maturity date thereof, as the case may be. Except as hereafter
provided, neither the Federal Securities nor any moneys so deposited with such bank or trust
company nor any moneys received by such bank or trust company on account of principal of or
Redemption Price, if applicable, or interest on said Federal Securities shall be withdrawn or
used for any purpose other than, and all such moneys shall be held in trust for and be applied
to, the payment, when due, of the principal of or Redemption Price, if applicable, of the Bonds
for the payment or redemption of which they were deposited and the interest accruing thereon
to the date of maturity or redemption; provided, however, the Issuer may substitute new
Federal Securities and moneys for the deposited Federal Securities and moneys if the new
Federal Securities and moneys are sufficient to pay the principal of or Redemption Price, if
applicable, and interest on the refunded Bonds.
(C) For purposes of determining whether Variable Rate Bonds shall be deemed to
have been paid prior to the maturity or redemption date thereof, as the case may be, by the
46
deposit of moneys, or specified Federal Securities and moneys, if any, in accordance with this
Section 8.01, the interest to come due on such Variable Rate Bonds on or prior to the maturity or
redemption date thereof, as the case may be, shall be calculated at the Maximum Interest Rate;
provided, however, that if on any date, as a result of such Variable Rate Bonds having borne
interest at less than the Maximum Interest Rate for any period, the total amount of moneys and
specified Federal Securities on deposit for the payment of interest on such Variable Rate Bonds
is in excess of the total amount which would have been required to be deposited on such date in
respect of such Variable Rate Bonds in order to satisfy this Section 8.01, such excess shall be
paid to the Issuer free and clear of any trust, lien, pledge or assignment securing the Bonds or
otherwise existing under this Resolution.
. (D) Option Bonds shall be deemed to have been paid in accordance with this Section
8.01 only if there shall have been deposited with the escrow agent moneys in an amount which
shall be sufficient to pay when due the maximum amount of principal of and redemption
premium, if any, and interest on such Bonds which could become payable to the Holders of
such Bonds upon the exercise of any options provided to the Holders of such Bonds; provided,
however, that if, at the time a deposit is made with the escrow agent pursuant to paragraph (B)
of this Section 8.01, the options originally exercisable by the Holder of an Option Bond are no
longer exercisable, such Bond shall not be considered an Option Bond for purposes of this
paragraph (D). If any portion of the moneys deposited with the escrow agent for the payment
of the principal of and redemption premium, if any, and interest on Option Bonds is not
required for such purpose, the escrow agent shall, if requested by the Issuer, pay the amount of
such excess to the Issuer free and clear of any trust, lien, security interest, pledge or assignment
securing said Bonds or otherwise existing under this Resolution.
(E) In the event the Bonds for which moneys are to be deposited for the payment
thereof in accordance with this Section 8.01 are not by their terms subject to redemption within
the next succeeding sixty (60) days, the Issuer shall cause the Registrar to mail a notice to the
Holders of such Bonds that the deposit required by this Section 8.01 of moneys or Federal
Securities has been made and said Bonds are deemed to be paid in accordance with the
provisions of this Section 8.01 and stating such maturity or redemption date upon which
moneys are to be available for the payment of the principal of or Redemption Price, if
applicable, and interest on said Bonds.
(F) Nothing herein shall be deemed to require the Issuer to call any of the
Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional
redemption provisions, or to impair the discretion of the Issuer in determining whether to
exercise any such option for early redemption.
SECTION 8.02. Sale of Bonds. The Bonds shall be issued and sold at public or private
sale at one time or in installments from time to time and at such price or prices as shall be
consistent with the provisions of the Act, the requirements of this Resolution and other
applicable provisions of law and as shall be approved by Supplemental Resolution of the Issuer.
47
SECTION 8.03. Capital Appreciation Bonds. For the purposes of (i) receiving payment
of the redemption price of a Capital Appreciation Bond if redeemed prior to maturity, (ii)
receiving payment if the principal of all Bonds is declared immediately due and payable, (iii)
computing Annual Debt Service, and (iv) computing the amount of Holders required for any
notice, consent, request or demand hereunder for any purpose whatsoever, the principal
amount of a Capital Appreciation Bond shall be deemed to be its Compounded Amount.
SECTION 8.04. General Authority. The members of the Board and the Issuer's officers,
attorneys and other agents and employees, including but not limited to the County
Administrator, the Finance Director, the Clerk, and the County Attorney, are hereby authorized
to perform all acts and things required of them by this Resolution or desirable or consistent
with the requirements hereof for the full, punctual and complete performance of all of the
terms, covenants and agreements contained in the Bonds and this Resolution, and they are
hereby authorized to execute and deliver all documents which shall be required by Bond
Counsel or the initial purchasers of the Bonds to effectuate the sale of the Bonds to said initial
purchasers, including the execution of any documents or instruments which are necessary to
secure an Insurance Policy.
SECTION 8.05. No Third Party Beneficiaries. Except as may be expressly described
herein, nothing in this Resolution, expressed or implied, is intended or shall be construed to
confer upon anyone of another entity other than the Issuer and the Holders any right, remedy
or claim, legal or equitable, under and by reason of this Resolution, or any provision hereof or
thereof, or of the Bond, all provisions hereof and thereof being intended to be and being for the
sole and exclusive benefit of the Issuer and the Holders from time to time.
SECTION 8.06. No Personal Liability. Neither the members of the Board nor any
person executing the Bonds shall be personally liable therefor or be subject to any personal
liability or accountability by reason of the issuance thereof.
SECTION 8.07. Severability of Invalid Provisions. If any one or more of the covenants,
agreements or provisions of this Resolution shall be held contrary to any express provision of
law or contrary to the policy of express law, though not expressly prohibited, or against public
policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed separable from the remaining covenants,
agreements and provisions of this Resolution and shall in no way affect the validity of any of
the other covenants, agreements or provisions hereof or of the Bonds issued hereunder.
SECTION 8.08. Repeal of Inconsistent Instruments. All resolutions, or parts thereof, in
conflict herewith are hereby repealed to the extent of such conflict.
SECTION 8.09. Effective Date. This Resolution shall take effect immediately upon its
adoption.
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ADOPTED by the Board of County Commissioners of St. Lucie County, Florida, this 21st
day of May, 2013.
(SEAL)
ATTEST:
By: _
o the ircuit
erk of the Board
ST. LUCIE COUNTY, FLORIDA
By:
Chairman, Board of
County Commissioners
County Attorney 1
ArrxOVED AS TO FORM
AND-fORRECTNESS:
\:.~ ''~°
;~
~-- ~~i.
~ t.
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