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HomeMy WebLinkAbout13-097RESOLUTION N0.13-097 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, SUPPLEMENTING THE MASTER SALES TAX BOND RESOLUTION ADOPTED ON MAY 21, 2013; PROVIDING FOR THE REFUNDING OF CERTAIN OUTSTANDING OBLIGATIONS OF THE COUNTY; ArrxOVING THE TERMS OF SALE OF THE SALES TAX REFUNDING REVENUE BONDS, SERIES 2013A AND SALES TAX REFUNDING REVENUE BONDS, SERIES 2013B; PROVIDING SECURITY FOR THE PAYMENT OF SAID BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; APPROVING THE DETAILS OF THE BONDS; AUTHORIZING THE COUNTY ADMINISTRATOR TO PURCHASE A MUNICIPAL BOND INSURANCE POLICY AND A DEBT SERVICE RESERVE FUND SURETY BOND; APPOINTING UNDERWRITERS; DELEGATING AUTHORITY TO EXECUTE A BOND PURCHASE AGREEMENT; APPOINTING A BOND REGISTRAR AND PAYING AGENT; DESIGNATING AN ESCROW AGENT; ArrxOVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT; Arri<OVING THE FORMS OF VARIOUS DOCUMENTS; AUTHORIZING THE OFFICERS AND OFFICIALS OF THE COUNTY TO EXECUTE AND DELIVER THE BONDS AND SUCH AGREEMENTS AND CERTIFICATES AS ARE NECESSARY AND DESIRABLE IN CONNECTION WITH THE SALE, ISSUANCE AND DELIVERY OF THE BONDS; AND PROVIDING AN EFFE~:11 VE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA: ARTICLE I AUTHORITY, DEFINITIONS AND FINDINGS Section 1.01. Authority for this Resolution. This Resolution is adopted pursuant to the provisions of Chapter 125, Florida Statutes, Ordinance No. 87-77 of the County, and other applicable provisions of law, and the Master Sales Tax Bond Resolution adopted by the Board of County Commissioners (the "Board") of the County on May 21, 2013 (the "Master Resolution," and together with this resolution, the "Bond Resolution"). {zsoasioi sioo~so~as.DOC~~} Section 1.02. Definitions. Unless the context otherwise requires, the terms defined in this resolution shall have the meanings specified in this Section. Terms not otherwise defined in this Section shall have the meanings specified in the Master Resolution. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Bond Counsel" means Bryant Miller Olive P.A. or such other counsel experienced in matters relating to the validity of, and the state and federal income tax treatment of interest on, obligations of states and their political subdivisions, as selected by the County. "Bond Insurer" means Assured Guaranty Municipal Corp., a New York stock insurance company, or any successor thereto or assignee thereof. "Bond Purchase Agreement" means the Bond Purchase Agreement in substantially the form of Exhibit C hereto, with such changes thereto as shall be acceptable to the County Administrator, upon the advice of the County Attorney and Bond Counsel, the acceptance of such changes being conclusively evidenced by the execution thereof. "Bond Registrar and Paying Agent Agreement" means the Registrar and Paying Agent Agreement between the County and the Paying Agent and Registrar, substantially in the form attached hereto as Exhibit D, with such changes as shall be acceptable to the Chairman, upon the advice of the County Attorney and Bond Counsel, the acceptance of such changes being conclusively evidenced by the execution thereof. "Book-Entry Form" or "Book-Entry Consolidated System" means a form or system, as applicable, under which (i) Series 2013 Bonds are issued to a Depository or to its nominee, as Registered Owner, (ii) Series 2013 Bonds are held by and "immobilized" in the custody of such Depository, and (iii) records are maintained by the Depository and/or other persons to identify and record the transfer of beneficial interests in the Series 2013 Bonds. "Cede" means Cede & Co., as nominee for DTC. "County" or "Issuer" means St. Lucie County, Florida. "Depository" means any securities depository that is operating and maintaining, with its participants or otherwise, aBook-Entry Consolidated System to record ownership of beneficial interests in Series 2013 Bonds or debt service on Series 2013 Bonds and to effect transfers of Series 2013 Bonds in Book-Entry Form, including, but not limited to, DTC. 2 {25048/018/00750748.DOCv7 } "DTC" means The Depository Trust Company, New York, New York depository. "Escrow Agent" means The Bank of New York Mellon Trust Company. "Escrow Deposit Agreement" means the Escrow Deposit Agreement entered into between the County and the Escrow Agent, the form of which is attached hereto as Exhibit G. "Guaranty Agreement" means the Financial Guaranty Agreement between the County and the Bond Insurer, in substantially the form included in the Surety Bond Commitment attached as Exhibit E hereto. "Insurance Policy" means the insurance policy issued by the Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Series 2013 Bonds when due. "Insurance Policy Commitment" means the commitment of the Bond Insurer dated April 25, 2013, to issue the Insurance Policy, attached hereto as Exhibit E. "Letter of Representations" means the blanket letter agreement between the County and DTC, dated March 2,1999. "Master Resolution" means the Master Sales Tax Bond Resolution duly adopted by the Board on May 21, 2013, as amended and supplemented from time to time. "Official Statement" means the official statement for the Series 2013 Bonds in substantially the form attached hereto as Exhibit F (exhibits omitted), with such completions thereof as are permitted pursuant to the Rule. "Original Resolution" means County Resolution No. 03-163 as amended and supplemented from time to time and particularly as supplemented by Resolution 05-119 duly adopted by the Board on March 22, 2005, and Resolution No. 05-221 duly adopted by the Board on May 27, 2005. "Owner" or "Registered Owner" means the person in whose name ownership of any Series 2013 Bond is shown on the registration books maintained by the Registrar. "Paying Agent" and "Registrar" means The Bank of New York Mellon Trust Company, Jacksonville, Florida, or its successor. 3 { 2 5048/018/00750748. DOCv 7 } "Refunded Bonds" shall mean the Series 2003 Bonds and the Series 2005 Bonds. "Refunding Costs" means but shall not necessarily be limited to: the cost of payment of the principal of, premium, if specified, and interest on the Refunded Bonds; expenses for estimates of costs; the fees of fiscal agents, financial advisors and consultants; administrative expenses; the establishment of reasonable reserves for the payment of debt service on the Series 2013 Bonds; discount upon the sale of the Series 2013 Bonds; the expenses and costs of issuance of the Series 2013 Bonds; the cost of purchasing the Insurance Policy, if any; such other expenses as may be necessary or incidental to the financing authorized by this resolution, to the refunding of the Refunded Bonds, and to the accomplishing thereof, and reimbursement to the County for any sums expended for the foregoing purposes to the extent permitted under the applicable provisions of the Code. "Rule" means Rule 15c2-12 promulgated by the Securities Exchange Commission of the United States of America. "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 County's Sales Tax Refunding Revenue Bonds, Series 2013A, issued hereunder for purposes of refunding the Series 2003 Bonds. "Series 2013B Bonds" means the County's Sales Tax Refunding Revenue Bonds, Series 2013B, issued hereunder for purposes of refunding the Series 2005 Bonds. "Surety Bond" means the Reserve Account Policy issued by the Bond Insurer. "Surety Bond Commitment" means the commitment of the Bond Insurer dated Apri125, 2013, to issue the Surety Bond, attached hereto as Exhibit E. "Underwriters" means RBC Capital Markets and Citigroup Global Markets, Inc. as the initial purchasers of the Series 2013 Bonds. 4 { 25048/018/00750748. DOCv 7 } "2013 Reserve Account Requirement" means the lesser of (i) the Maximum Annual Debt Service for the Series 2013 Bonds, (ii) 125% of the average Annual Debt Service for the Series 2013 Bonds, or (iii)10°1° of the par amount of the Series 2013 Bonds. Section 1.03. Findings. It is hereby ascertained, determined and declared that: A. It is necessary and desirable and in the best interests of the health, safety and welfare of the County and its inhabitants that the County undertake refunding of the Refunded Bonds. B. The County is without adequate, currently available funds to pay for such refunding and it is necessary and desirable and in the best interest of the County that it borrow the moneys necessary to accomplish the refunding. The County is authorized pursuant to the provisions of the Act, to undertake refunding of the Refunded Bonds and to issue the Series 2013 Bonds to provide the necessary moneys to pay the costs thereof. C. The Pledged Funds are not pledged or encumbered to pay any debts or obligations of the County other than Refunded Bonds. D. The County is authorized pursuant to the provisions of the Act and Section 4.02 of the Master Resolution to pledge the Pledged Funds to secure the payment of the Series 2013 Bonds. E. After the issuance of the Series 2013 Bonds, all of the covenants and provisions of the Master Resolution will apply fully to the Series 2013 Bonds. F. The Pledged Funds are estimated to be sufficient to pay as the same become due and payable the Annual Debt Service on the Series 2013 Bonds, and to make all other payments required to be made by the provisions of the Bond Resolution. G. The purchase of the Surety Bond is hereby authorized, and the County Administrator shall determine, in accordance with Section 5.02 hereof, whether to purchase the Insurance Policy, in order to reduce the present value of the Debt Service Requirement with respect to the Series 2013 Bonds. H. It is necessary, desirable, and in the best interest of the health, safety, and welfare of the County and its inhabitants that the Series 2013 Bonds be offered and sold at negotiated sale in order that the County may achieve optimum timing of the sale of the Series 2013 Bonds and maximum benefit from pre-marketing of the Series 2013 5 { 2 5048/018/00750748. DOCv7 } Bonds and thereby minimize the likelihood of paying a higher interest rate on the Series 2013 Bonds which could result from a sale of the Series 2013 Bonds through advertisement. I. It is necessary and desirable to delegate to the County Administrator the authority to execute the Bond Purchase Agreement and to fix the date, maturities, mandatory amortization installments, interest rates, redemption provisions and certain other details of the Series 2013 Bonds, subject to certain restrictions hereinafter set forth. J. It is necessary and desirable in connection with the issuance and delivery of the Series 2013 Bonds to the Underwriters (1) to authorize the execution and delivery to the Underwriters, upon payment therefore in accordance with the provisions of the Bond Purchase Agreement, of the Series 2013 Bonds in definitive form; (2) to authorize the execution and delivery on behalf of the County of the Bond Registrar and Paying Agent Agreement; (3) to authorize the execution and delivery of a tax compliance certificate, a continuing disclosure undertaking, and such other closing agreements, documents, and certificates as are usual and customary in connection with the delivery of Bonds, all upon the recommendation of the County Administrator, with the advice of the County Attorney, Bond and Disclosure Counsel; and (4) to authorize the taking of such further action by the Chairman, County Administrator, and Finance Director, and others employed by or acting on behalf of the County as is necessary to effect the issuance and delivery of the Series 2013 Bonds and the application of the proceeds thereof to the payment of the Refunding Costs and the refunding of the Refunded Bonds. Section 1.04. Resolution and Master Resolution to Constitute Contract. In consideration of the acceptance of the Series 2013 Bonds authorized to be issued hereunder by those who shall be the Holders of the same from time to time, the Bond Resolution shall be deemed to be and shall constitute a contract between the County and such Holders. The covenants and agreements set forth in the Bond Resolution to be performed by the County shall (except as otherwise provided in the Bond Resolution) be for the equal benefit, protection and security of the Holders of any and all Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in the Bond Resolution. In consideration of the issuance by the Bond Insurer of the Surety Bond and the Insurance Policy, if any, the Bond Resolution shall further be deemed to be and shall constitute a contract between the County and the Bond Insurer and the Bond Insurer shall be recognized as and shall be a third-party beneficiary of the provisions of the Bond Resolution entitled to enforce any right, remedy or claim conferred, given or granted thereunder. 6 {zsoasro~ sioo~so~as.DOC~~} [Remainder of Page Intentionally Left Blank] { 2 5048/018/00750748. DOCv7 } ARTICLE II AUTHORIZATION OF REFUNDING; SALE AND ISSUANCE OF SERIES 2013 BONDS; DESCRIPTION, DETAILS AND FORM OF SERIES 2013 BONDS Section 2.01. Authorization of Series 2013 Bonds and Refunding of Refunded Bonds. The Board hereby specifically authorizes refunding of the Refunded Bonds. The Board further authorizes issuance of (A) the Sales Tax Refunding Revenue Bonds, Series 2013A, in a principal amount not to exceed $55,000,000, and (B) the Sales Tax Refunding Revenue Bonds, Series 2013B, in a principal amount not to exceed $15,000,000. Section 2.02. Appointment of Underwriters. RBC Capital Markets and Citigroup Global Markets, Inc. are hereby named as co-managing underwriters for the Series 2013 Bonds. Section 2.03. Sale of Series 2013 Bonds. Subject and pursuant to the provisions of the Bond Resolution, special, limited obligations of the County, to be known as "Sales Tax Refunding Revenue Bonds, Series 2013A" and "Sales Tax Refunding Revenue Bonds, Series 2013B" are hereby awarded and sold to the Underwriters pursuant to compliance with the terms and conditions specified in Exhibit A hereto. The Series 2013 Bonds shall be in an aggregate principal amount on original issuance, shall mature in the years and amounts, shall bear interest payable semiannually on the dates, be subject to redemption prior to maturity, and shall have the other characteristics, all as are set forth in the form of Bond Purchase Agreement attached hereto as Exhibit C. Section 2.04. Description of Series 2013 Bonds. The Series 2013 Bonds shall be in substantially the form of Exhibit B hereto, shall be numbered; shall be dated; shall bear interest at the rates, not exceeding the maximum permitted rate, payable on the dates; shall mature as to principal on the dates and in the amounts; shall be subject to redemption prior to maturity; and shall have such other characteristics, not inconsistent with the requirements of the Bond Resolution, as shall be specified in the Bond Purchase Agreement. Section 2.05. Series 2013 Bonds Secured by Series 2013 Reserve Subaccount; Acceptance of Surety Bond Commitment; Surety Bond Covenants and Agreements. There is hereby established the "Series 2013 Reserve Subaccount" within the Reserve Account. The Series 2013 Bonds shall be secured by the Series 2013 Reserve Subaccount. Upon issuance and delivery of the Series 2013 Bonds, the Surety Bond shall be issued by the Bond Insurer and deposited to the Series 2013 Reserve Subaccount to satisfy the 2013 Reserve Account Requirement. The Surety Bond is 8 { 25048/018/00750748. DOCv 7 } hereby authorized to be purchased from the Bond Insurer in accordance with the Surety Bond Commitment, and payment for such Surety Bond is hereby authorized from the proceeds of the Series 2013 Bonds. The Series 2013 Reserve Subaccount shall secure only the Series 2013 Bonds. The execution and delivery of the Surety Bond Commitment by the County Administrator is hereby ratified. Notwithstanding anything herein to the contrary, so long as the Surety Bond is in effect relating to the Series 2013 Bonds, the following provisions shall apply: A. The Issuer shall repay any draws under the Surety Bond and pay all related reasonable expenses incurred by the Bond Insurer and shall pay interest thereon from the date of payment by the Bond Insurer at the Late Payment Rate. "Late Payment Rate" means the lesser of (x) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3%, and (ii) the then applicable highest rate of interest on the Series 2013 Bonds and (y) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such national bank as the Bond Insurer shall specify. If the interest provisions of this paragraph (A) shall result in an effective rate of interest which, for any period, exceeds the limits established by Florida law, then all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice to the Issuer, be applied as additional interest for any later periods of time when amounts are outstanding hereunder to the extent that interest otherwise due hereunder for such periods plus such additional interest would not exceed the limits established by Florida law, and any excess shall be applied upon principal immediately upon receipt of such moneys by the Bond Insurer, with the same force and effect as if the Issuer had specifically designated such extra sums to be so applied and the Bond Insurer had agreed to accept such extra payment(s) as additional interest for such later periods. In no event shall any agreed- to or actual exaction as consideration for the indebtedness created herein exceed the limits imposed or provided by the law applicable to this transaction for the use or detention of money or for forbearance in seeking its collection. Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, "Policy Costs") shall commence in the first month 9 { 25048/018/00750748. DOCv7 } following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw. Amounts in respect of Policy Costs paid to the Bond Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the Bond Insurer on account of principal due, the coverage under the Surety Bond will be increased by a like amount, subject to the terms of the Surety Bond. The obligation to pay Policy Costs shall be secured by a valid lien on all revenues and other collateral pledged as security for the Series 2013 Bonds (subject only to the priority of payment provisions set forth under the Authorizing Document). All cash and investments in the Series 2013 Subaccount shall be transferred to the Debt Service Fund for payment of debt service on the Series 2013 Bonds before any drawing may be made on the Surety Bond or any other credit facility credited to the Reserve Fund in lieu of cash ("Credit Facility"). Payment of any Policy Costs shall be made prior to replenishment of any such cash amounts. Draws on all Credit Facilities (including the Surety Bond) on which there is available coverage shall be made on a pro-rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Series 2013 Subaccount. Payment of Policy Costs and reimbursement of amounts with respect to other Credit Facilities shall be made on a pro-rata basis prior to replenishment of any cash drawn from the Series 2013 Subaccount. For the avoidance of doubt, "available coverage" means the coverage then available for disbursement pursuant to the terms of the applicable alternative credit instrument without regard to the legal or financial ability or willingness of the provider of such instrument to honor a claim or draw thereon or the failure of such provider to honor any such claim or draw. B. If the Issuer shall fail to pay any Policy Costs in accordance with the requirements of subparagraph (a) hereof, the Bond Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under the Authorizing Document other than (i) acceleration of the maturity of the Series 2013 Bonds or (ii) remedies which would adversely affect owners of the Series 2013 Bonds. C. This Resolution shall continue in full force and effect until all Policy Costs owing to the Bond Insurer shall have been paid in full. The Issuer's obligation to pay such amounts shall expressly survive payment in full of the Series 2013 Bonds. D. The Issuer shall include any Policy Costs then due and owing the Bond Insurer in the calculation of the additional bonds test set forth in the Master Resolution. 10 { 25048/018/00750748. DOCv7 } E. The Paying Agent shall ascertain the necessity for a claim upon the Surety Bond in accordance with the provisions of paragraph (A) hereof and to provide notice to the Bond Insurer in accordance with the terms of the Surety Bond at least five business days prior to each date upon which interest or principal is due on the Series 2013 Bonds. Where deposits are required to be made by the Issuer with the Paying Agent to the Debt Service Fund for the Series 2013 Bonds more often than semi- annually, the Issuer shall instruct the Paying Agent to give notice to the Bond Insurer of any failure of the Issuer to make timely payment in full of such deposits within two business days of the date due. Section 2.06. Book-Entry System. The Series 2013 Bonds shall be issued in book-entry only form in the name of Cede & Co. The County Administrator is authorized to make provision and perform such further acts as are necessary to provide for the issuance of the Series 2013 Bonds in book-entry only form. All payments for the principal of, and interest and redemption premiums, if any, on, the Series 2013 Bonds shall be paid by check, draft or wire transfer by the Paying Agent to Cede, without prior presentation or surrender of any Series 2013 Bonds (except for final payment thereof); and such payment to Cede shall constitute payment thereof pursuant to, and for all purposes, of this resolution. To the extent p~~ ~~ pitted by the provisions of the Letter of Representations, the County shall issue Series 2013 Bonds directly to beneficial Holders of the Series 2013 Bonds other than DTC, or its nominee, in the event that: (a) DTC determines not to continue to act as securities depository for the Series 2013 Bonds; or (b) the County has advised DTC of its determination that DTC is incapable of discharging its duties; or (c) the County determines that it is in the best interest of the County not to continue the book-entry system or that the interests of the beneficial Holders of the Series 2013 Bonds might be adversely affected if the book-entry system is continued. Upon occurrence of the events described in (a) or (b) above, the County shall attempt to locate another qualified securities depository, and shall notify beneficial Holders of the Series 2013 Bonds through DTC if successful. If the County fails to locate another qualified securities depository to replace DTC, the County shall cause the Bond 11 { 25048/018/00750748. DOCv7 } Registrar to authenticate and deliver replacement Series 2013 Bonds in certificated form to the beneficial Holders of the Series 2013 Bonds. In the event the County makes the determination noted in (c) above (the County undertakes no obligation to make any investigation to det«~~~ine the occurrence of any events that would permit the County to make any such determination), or if the County fails to locate another qualified securities depository to replace DTC upon occurrence of the events described in (a) or (b) above, the County shall mail a notice to DTC for distribution to the beneficial Holders of the Series 2013 Bonds stating that DTC will no longer serve as securities depository, the procedures for obtaining such Series 2013 Bonds in certificated form, and the provisions which govern the Series 2013 Bonds including, but not limited to, provisions regarding authorized denominations, provisions for transfer and exchange, provisions for principal and interest payments, and provisions as to other related matters. [Remainder of Page Intentionally Left Blank] 12 { 25048/018/00750748. DOCv7 } ARTICLE III APPLICATION OF PROCEEDS Section 3.01. Application of Proceeds of the Series 2013 Bonds. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Series 2013 Bonds shall be applied by the County in the following manner and order of priority, simultaneously with their delivery to the Underwriters as follows: A. All accrued interest received on delivery of the Series 2013 Bonds shall be deposited into the Debt Service Fund. B. A sum specified in the hereinafter described Escrow Deposit Agreement that, together with other legally available funds of the County and taking into account investments, if any, shall be sufficient to pay the principal of and interest on the Refunded Bonds, shall be deposited with the Escrow Agent pursuant to the Escrow Deposit Agreement and used in the manner described therein. The Bank of New York Mellon Trust Company, N.A., is hereby designated as Escrow Agent with respect to refunding of the Refunded Bonds. Simultaneously with the sale of the Series 2013 Bonds to the Underwriters, the County shall enter into the Escrow Deposit Agreement with the Escrow Agent which may provide for the deposit of sums and for the investment of moneys in appropriate permitted investments so as to produce sufficient funds to make all the payments described in the Escrow Deposit Agreement. The Escrow Deposit Agreement is to be in substantially the form set forth in Exhibit G attached hereto, together with such changes as shall be approved by the Chairman, such approval to be conclusively evidenced by the execution thereof by the Chairman. The execution of the Escrow Deposit Agreement is hereby approved, and the execution of the Escrow Deposit Agreement by the Chairman is hereby authorized, to be attested by the Clerk, the form of which to be approved by the County Attorney. At the time of execution of the Escrow Deposit Agreement, the County shall furnish to the Escrow Agent named therein appropriate documentation to demonstrate that the sums being deposited and the investments to be made will be sufficient for such purposes. Subject to the execution and delivery of the Series 2013 Bonds for the purpose of refunding the Refunded Bonds, the County hereby irrevocably calls the Refunded Bonds for early redemption on such dates as set forth in the Escrow Deposit Agreement. Not less than thirty (30) days prior to such redemption date, the County hereby directs The Bank of New York Mellon Trust Company, N.A., in its capacity as Registrar for the Refunded Bonds, to mail a notice of the redemption of the Refunded Bonds to each holder thereof in 13 { 25048/018/00750748. DOCv7 } accordance with the requirements of the Original Resolution. Furthermore, upon issuance of the Refunded Bonds for the purposes of refunding the Refunded Bonds, the County hereby directs The Bank of New York Mellon Trust Company, N.A. to mail a notice of defeasance to each holder of the Series 2003 Bonds. On the date of issuance of the Refunded Bonds, the County may transfer moneys on deposit in the funds and accounts created for the benefit of the Refunded Bonds to the Escrow Agent to be held on behalf of the County and to be used pursuant to the terms of the Escrow Deposit Agreement. C. The Surety Bond premium shall be paid to the Bond Insurer. D. To the extent not paid or reimbursed therefor by Underwriters, the County shall pay all costs and expenses in connection with the preparation, issuance and sale of the Series 2013 Bonds, including the premium for the Insurance Policy. [Remainder of Page Intentionally Left Blank) 14 { 25048/018/00750748. DOCv7 } ARTICLE IV APPLICATION OF PROVISIONS OF MASTER RESOLUTION Section 4.01. Application of Provisions of Master Resolution. The Series 2013 Bonds shall for all purposes be considered Bonds issued under the authority of the Master Resolution and, except to the extent provided otherwise herein or in the Master Resolution, shall be entitled to all the protection and security provided therein. The Series 2013 Bonds shall not be or constitute general obligations or an indebtedness of the County as 'bonds" within the meaning of any constitutional, statutory, or charter provision or limitation, but shall be secured solely by a lien upon and pledge of the Pledged Funds as provided in the Master Resolution and this resolution. No Owner of any of the Series 2013 Bonds shall ever have the right to compel the exercise of the ad valorem taxing power of the County or taxation in any f~~~~~ of any property of or in the County for payment of the Series 2013 Bonds or for the making of any payments under the Bond Resolution, and the Series 2013 Bonds shall not constitute a lien upon any property of or in the County other than the Pledged Funds in the manner provided in the Bond Resolution. The covenants and pledges contained in the Master Resolution shall be applicable to the Series 2013 Bonds herein authorized. [Remainder of Page Intentionally Left Blank] 15 { 25048/0 l 8/00750748. DOCv7 } ARTICLE V MISCELLANEOUS PROVISIONS Section 5.01. Sale of Series 2013 Bonds; Delegation of Authority to Execute Bond Purchase Agreement; Conditions to exercise of Authority. Based on the nature of the financing and the prevailing market conditions, the Board, in compliance with Section 218.385(1)(a), Florida Statutes, hereby finds, determines and declares that it is in the best interest of the County to sell the Series 2013 Bonds at negotiated sale to the Underwriters, pursuant to the provisions of the Bond Purchase Agreement. The County Administrator is hereby, subject to the conditions set forth on Exhibit A hereto, authorized and empowered to execute the Bond Purchase Agreement on behalf of the County and to deliver an executed copy thereof to the Underwriters. This delegation of authority is expressly made subject to the conditions set forth on Exhibit A hereto, the failure of any of which shall render the Bond Purchase Agreement voidable at the option of the County. Section 5.02 Authorization to Purchase Insurance Policy and Take Other Action. The County Administrator, in consultation with and upon the advice of the County's Financial Advisor, the Underwriters, Bond and Disclosure Counsel, and the County Attorney is authorized to execute the Guaranty Agreement on behalf of the County and purchase the Insurance Policy in accordance with the Insurance Policy Commitment, and to proceed to draft and develop, or cause to be drafted and developed, all documents, including a Preliminary Official Statement, necessary to facilitate issuance and sale of the Series 2013 Bonds to the Underwriters, and to proceed with such actions without further authorization from the Board. The County Administrator, upon the advice of the County's Financial Advisor, the Underwriters, Bond and Disclosure Counsel, and County Attorney, is hereby authorized to certify or otherwise represent when a Preliminary Official Statement shall be "deemed final" by the County as of its date (except for permitted omissions), in accordance with Rule 15c2-12 promulgated by the Securities and Exchange Commission (the "Rule"). The execution and delivery to the Underwriters, upon payment therefor in accordance with the provisions of the Bond Purchase Agreement, of the Series 2013 Bonds in definitive form is hereby approved. The execution and delivery on behalf of the County of (1) the Bond Registrar and Paying Agent Agreement, (2) a tax compliance certificate, (3) a continuing disclosure undertaking, and (4) such other closing agreements, documents, and certificates as are usual and customary in connection with 16 { 25048/0 l 8/00750748. DOCv 7 } the delivery of bonds, all upon the recommendation of the County Administrator, with the advice of the County Attorney and Bond Counsel, are hereby approved. The taking of such further action by the Chairman, County Administrator, Clerk of the Board, County Attorney, Finance Director, and others employed by or acting on behalf of the County, as is necessary to effect the sale, issuance and delivery of the Series 2013 Bonds and the application of the proceeds thereof to the payment of the Refunding Costs and the refunding of the Refunded Bonds is hereby authorized and approved. Section 5.03. Insurance Policy Provisions. In the event the County Administrator determines to purchase an Insurance Policy in accordance with the authorization set forth herein, there shall be printed on the back of each Series 2013 Bond a statement to the effect that payment of the principal of and interest thereon is insured under the Insurance Policy, and the proper officers of the County are hereby authorized and directed to pay or cause to be paid to the Bond Insurer the premium for the Insurance Policy stated in the Insurance Policy Commitment upon the delivery of the Insurance Policy. Notwithstanding anything herein or in the Master Resolution to the contrary, the following covenants shall apply to any Series 2013 Bonds insured by the Insurance Policy (the "Insured Bonds"): A. No grace period for a covenant default shall exceed 30 days or be extended for more than 60 days, without the prior written consent of the Bond Insurer. No grace period shall be permitted for payment defaults. B. Upon the occurrence of an extraordinary optional, special or extraordinary mandatory redemption in part, the selection of Insured Bonds to be redeemed shall be subject to the approval of the Bond Insurer. C. Any amendment, supplement, modification to, or waiver of, the Bond Resolution or any other transaction document, including any underlying security agreement (each a "Related Document"), that requires the consent of Bondholders or adversely affects the rights and interests of the Bond Insurer shall be subject to the prior written consent of the Bond Insurer. D. The rights granted to the Bond Insurer under the Bond Resolution or any other Related Document to request, consent to or direct any action are rights granted to the Bond Insurer in consideration of its issuance of the Insurance Policy. Any exercise by the Bond Insurer of such rights is merely an exercise of the Bond Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Bondholders and such action does not evidence any position of the Bond Insurer, 17 {2soasioi sioo~so~as.DOC~~} affirmative or negative, as to whether the consent of the Bondholders or any other person is required in addition to the consent of the Bond Insurer. E. To accomplish defeasance, the Issuer shall cause to be delivered (i) a report of an independent firm of nationally recognized certified public accountants or such other accountant as shall be acceptable to the Bond Insurer ("Accountant") verifying the sufficiency of the escrow established to pay the defeased Insured Bonds in full on the maturity or redemption date ("Verification"), (ii) an escrow deposit agreement (which shall be acceptable in form and substance to the Bond Insurer), (iii) an opinion of Bond Counsel to the effect that the defeased Insured Bonds are no longer Outstanding under the Bond Resolution and (iv) a certificate of discharge of the Paying Agent with respect to such Insured Bonds. Each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the Issuer, Paying Agent and Insurer. The Bond Insurer shall be provided with final drafts of the above-referenced documentation not less than five business days prior to the funding of the escrow. F. Amounts paid by the Bond Insurer under the Insurance Policy shall not be deemed paid for purposes of the Bond Resolution and the Insured Bonds relating to such payments shall remain Outstanding and continue to be due and owing until paid by the Issuer in accordance with the Bond Resolution. The Bond Resolution shall not be discharged unless all amounts due or to become due to the Bond Insurer have been paid in full or duly provided for. G. Claims Unon the Insurance Policy and Payments by and to the Bond Insurer. If, on the third Business Day prior to the related scheduled interest payment date or principal payment date ("Payment Date") there is not on deposit with the Paying Agent, after making all transfers and deposits required under the Bond Resolution, moneys sufficient to pay the principal of and interest on the Insured Bonds due on such Payment Date, the Paying Agent shall give notice to the Bond Insurer and to its designated agent (if any) (the "Insurer's Fiscal Agent") by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the Insured Bonds due on such Payment Date, the Paying Agent shall make a claim under the Insurance Policy and give notice to the Bond Insurer and the Bond Insurer's Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest on the Insured Bonds and the amount required to pay principal of the Insured Bonds, confirmed in writing to the Bond Insurer and the Bond Insurer's Fiscal 1$ ~ z s oasio i sioo~so~as. ~oc~~ } Agent by 12:00 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and Certificate delivered with the Insurance Policy. The Paying Agent shall designate any portion of payment of principal on Insured Bonds paid by the Bond Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Insured Bonds registered to the then current Bondholder, whether DTC or its nominee or otherwise, and shall issue a replacement bond to the Bond Insurer, registered in the name of Assured Guaranty Municipal Corp., in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Paying Agent's failure to so designate any payment or issue any replacement bond shall have no effect on the amount of principal or interest payable by the Issuer on any Insured Bond or the subrogation rights of the Bond Insurer. The Paying Agent shall keep a complete and accurate record of all funds deposited by the Bond Insurer into the Policy Payments Account (defined below) and the allocation of such funds to payment of interest on and principal of any Insured Bond. The Bond Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Paying Agent. Upon payment of a claim under the Insurance Policy, the Paying Agent shall establish a separate special purpose trust account for the benefit of Bondholders referred to herein as the "Policy Payments Account" and over which the Paying Agent shall have exclusive control and sole right of withdrawal. The Paying Agent shall receive any amount paid under the Insurance Policy in trust on behalf of Bondholders and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Paying Agent to Bondholders in the same manner as principal and interest payments are to be made with respect to the Insured Bonds under the sections hereof regarding payment of Insured Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Notwithstanding anything herein to the contrary, the Issuer agrees to pay to the Bond Insurer (i) a sum equal to the total of all amounts paid by the Bond Insurer under the Insurance Policy (the "Insurer Advances"), and (ii) interest on such Insurer Advances from the date paid by the Bond Insurer until payment thereof in full, payable to the Bond Insurer at the Late Payment Rate per annum (collectively, the "Insurer Reimbursement Amounts"). "Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in The City of New York, as its prime or base lending rate (any change in such rate of interest 19 { 25048/018/00750748. DOCv7 } to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3%, and (ii) the then applicable highest rate of interest on the Insured Bonds and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. The Issuer hereby covenants and agrees that the Insurer Reimbursement Amounts are secured by a lien on and pledge of the Half-Cent Sales Tax Revenues and payable from such Sales Tax Revenues on a parity with debt service due on the Insured Bonds. Funds held in the Policy Payments Account shall not be invested by the Paying Agent and may not be applied to satisfy any costs, expenses or liabilities of the Paying Agent. Any funds remaining in the Policy Payments Account following an Insured Bond payment date shall promptly be remitted to the Bond Insurer H. The Bond Insurer shall, to the extent it makes any payment of principal of or interest on the Insured Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Insurance Policy. Each obligation of the Issuer to the Bond Insurer under the Related Documents shall survive discharge or termination of such Related Documents. I. The Issuer shall pay or reimburse the Bond Insurer any and all charges, fees, costs and expenses that the Bond Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in any Related Document; (ii) the pursuit of any remedies under the Bond Resolution or any other Related Document or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, the Bond Resolution or any other Related Document whether or not executed or completed, or (iv) any litigation or other dispute in connection with the Bond Resolution or any other Related Document or the transactions contemplated thereby, other than costs resulting from the failure of the Bond Insurer to honor its obligations under the Insurance Policy. The Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Bond Resolution or any other Related Document. J. After payment of reasonable expenses of the Paying Agent, the application of funds realized upon default shall be applied to the payment of expenses of the Issuer or rebate only after the payment of past due and current debt service on the Insured Bonds and amounts required to restore the Debt Service Reserve Fund to the Debt Service Reserve Requirement. 20 {ZSOasioi sioo~so~as.DOC~~} K. T'he Bond Insurer shall be entitled to pay principal or interest on the Insured Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Insurance Policy) and any other amounts due on the Insured Bonds in accordance with the Bond Resolution, whether or not the Bond Insurer has received a Notice of Nonpayment (as such terms are defined in the Insurance Policy) or a claim upon the Insurance Policy. L. The notice address of the Bond Insurer is: Assured Guaranty Municipal Corp., 31 West 52nd Street, New York, New York 10019, Attention: Managing Director - Surveillance, Re: Policy No. Telephone: (212) 826-0100; Telecopier: (212) 339- 3556. In each case in which notice or other communication refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel and shall be marked to indicate "URGENT MATERIAL ENCLOSED." M. The Bond Insurer shall be provided with the following information by the Issuer or Paying Agent, as the case may be: 1. Annual audited financial statements as soon as available but no later than 240 days after the end of the Issuer's fiscal year (together with a certification of the Issuer that it is not aware of any default or Event of Default under the Bond Resolution), and the Issuer's annual budget within 30 days after the approval thereof together with such other information, data or reports as the Bond Insurer shall reasonably request from time to time; 2. Notice of any draw upon the Reserve Subaccount within two Business Days after knowledge thereof other than (i) withdrawals of amounts in excess of the Reserve Subaccount Requirement and (ii) withdrawals in connection with a refunding of Bonds; 3. Notice of any default known to the Paying Agent or Issuer within five Business Days after knowledge thereof; 4. Prior notice of the advance refunding or redemption of any of the Insured Bonds, including the principal amount, maturities and CUSIP numbers thereof; 5. Notice of the resignation or removal of the Paying Agent and Bond Registrar and the appointment of, and acceptance of duties by, any successor thereto; 21 {2soasro~ sioo~so~as.DOC~~} 6. Notice of the commencement of any proceeding by or against the Issuer commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding"); 7. Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Insured Bonds; 8. A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to the Related Documents; and 9. All reports, notices and correspondence to be delivered to Bondholders under the terms of the Related Documents. In addition, to the extent that the Issuer has entered into a continuing disclosure agreement, covenant or undertaking with respect to the Insured Bonds, all information furnished pursuant to such agreements shall also be provided to the Bond Insurer, simultaneously with the furnishing of such information. N. The Bond Insurer shall have the right to receive such additional information as it may reasonably request. O. The Issuer will permit the Bond Insurer to discuss the affairs, finances and accounts of the Issuer or any information the Bond Insurer may reasonably request regarding the security for the Insured Bonds with appropriate officers of the Issuer and will use commercially reasonable efforts to enable the Bond Insurer to have access to the facilities, books and records of the Issuer on any business day upon reasonable prior notice. P. The Issuer shall notify the Bond Insurer of any failure of the Issuer to provide notices, certificates and other information under the transaction documents. Q. Notwithstanding satisfaction of the other conditions to the issuance of Additional Bonds set forth in the Bond Resolution, no such issuance may occur (1) if an Event of Default (or any event which, once all notice or grace periods have passed, would constitute an Event of Default) exists unless such default shall be cured upon such issuance and (2) unless the Debt Service Reserve Fund is fully funded at the Debt 22 { 2 5048/018/0075 0748. DOCv 7 } Service Reserve Requirement (including the proposed issue) upon the issuance of such Additional Bonds, in either case unless otherwise permitted by the Bond Insurer. R. In determining whether any amendment, consent, waiver or other action to be taken, or any failure to take action, under the Bond Resolution would adversely affect the security for the Insured Bonds or the rights of the Bondholders, the Paying Agent shall consider the effect of any such amendment, consent, waiver, action or inaction as if there were no Insurance Policy. S. No contract shall be entered into or any action taken by which the rights of the Bond Insurer or security for or sources of payment of the Insured Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of the Bond Insurer. T. There shall be delivered an opinion of Bond Counsel addressed to the Bond Insurer (or a reliance letter relating thereto), or a certificate of discharge of the Paying Agent for the Refunded Bonds, to the effect that, upon the making of the required deposit to the escrow, the legal defeasance of the Refunded Bonds shall have occurred. U. Any interest rate exchange agreement ("Swap Agreement") entered into by the Issuer shall meet the following conditions: (i) the Swap Agreement must be entered into to manage interest costs related to, or a hedge against (a) assets then held, or (b) debt then outstanding, or (iii) debt reasonably expected to be issued within the next twelve (12) months, and (ii) the Swap Agreement shall not contain any leverage element or multiplier component greater than 1.Ox unless there is a matching hedge arrangement which effectively off-sets the exposure from any such element or component. Unless otherwise consented to in writing by the Bond Insurer, any uninsured net settlement, breakage or other termination amount then in effect shall be subordinate to debt service on the Insured Bonds and on any debt on parity with the Insured Bonds. The Issuer shall not terminate a Swap Agreement unless it demonstrates to the satisfaction of the Bond Insurer prior to the payment of any such termination amount that such payment will not cause the Issuer to be in default under the Related Documents, including but not limited to, any monetary obligations thereunder. All counterparties or guarantors to any Swap Agreement must have a rating of at least "A-" and "A3" by Standard & Poor's ('S&P") and Moody's Investors Service ("Moody's"). If the counterparty or guarantor's rating falls below "A-" or "A3" by either S&P or Moody's, the counterparty or guarantor shall execute a credit support annex to the Swap Agreement, which credit support annex shall be acceptable to the Bond Insurer. If the counterparty or the guarantor's long term unsecured rating falls 23 {25048/018/00750748.DOCv7 } below "Baal" or "BBB+" by either Moody's or S&P, a replacement counterparty or guarantor, acceptable to the Bond Insurer, shall be required. V. The Bond Insurer shall be deemed to be the sole Holder of the Insured Bonds for the purpose of exercising any voting right or privilege or taking any action that the Holders of the Insured Bonds are entitled to take regarding (i) defaults and remedies associated with such Insured Bonds, and (ii) the duties and obligations of the Paying Agent regarding such Insured Bonds. All provisions under the Bond Resolution regarding rights, consents, approvals, directions, appointments or requests by the Bond Insurer shall be deemed to not require or permit such consents, approvals, directions, appointments or requests by the Bond Insurer and shall be read as if the Bond Insurer were not mentioned therein, during any time in which: (i) the Bond Insurer is in default in its obligation to make payments under (A) the Insurance Policy when due, (B) the Surety bond when due, or (C) any other municipal bond insurance policy or debt service reserve surety policy issued by the Bond Insurer when due and such failure shall continue for 30 days unless the obligation of the Bond Insurer to pay is being contested by the Bond Insurer in good faith by appropriate proceedings; (ii) the Insurance Policy or the Surety Bond shall at any time for any reason cease to be valid and binding on the Bond Insurer, or shall be declared to be null and void, in each case by a final, non-appealable order of a court of competent jurisdiction, or the validity or enforceability of any provision thereof is being contested by the Bond Insurer or any governmental agency or authority acting as a receiver or similar capacity for the Bond Insurer, or if the Bond Insurer is denying further liability or obligation under the Insurance Policy or Surety Bond; (iii) a proceeding has been instituted in a court having jurisdiction in the premises seeking an order for relief, rehabilitation, reorganization, conservation, liquidation or dissolution in respect of the Bond Insurer under Article 16 of the Insurance Law of the State of New York or any successor provision thereto or similar provision of law and such proceeding is not terminated for a period of 90 consecutive days or such court enters an order granting the relief sought in such proceeding; or (iv) the Insured Bonds are no longer Outstanding and any amounts due or to become due to the Bond Insurer have been paid in full; provided that to the extent that the Bond Insurer has made any payment of principal of or interest on the Insured Bonds under the Insurance Policy or the Surety Bond, it shall retain its rights of subrogation and reimbursement under the Bond Resolution. Section 5.04. Bond Registrar and Paying Agent and Agreement Therefor. The Bank of New York Mellon Trust Company, N. A., Jacksonville, Florida (the "Bank"), is hereby designated Bond Registrar and Paying Agent for the Series 2013 Bonds. The 24 {zsoasio~sioo~so~as.DOC~~} Chairman and Clerk are hereby authorized to execute a Paying Agent and Registrar Agreement between the County and the Bank in substantially the form attached hereto as Exhibit D. Section 5.05. Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions of this resolution should be held to be contrary to any express provision of law or to be contrary to the Insurance Policy of express law, though not expressly prohibited, or to be against public Insurance Policy, or should for any reason whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements, or provisions of, and in no way affect the validity of, all the other provisions of the Master Resolution or this resolution or of the Series 2013 Bonds. Section 5.06. Repealing Clause. All resolutions of the County, or parts thereof, in conflict with the provisions of this resolution are to the extent of such conflict hereby superseded and repealed. Section 5.07. Effective Date. This resolution shall become effective immediately upon its adoption. 25 { 25048/018/00750748. DOCv7 } Passed and Adopted this 21st day of May 2013, at a regular meeting duly called and held. ST. LUCIE COUNTY, FLORIDA (SEAL) By: ~ ~ ~ Chairman, Board of County Commissioners A i t SST: By: ex-officio Clerk of the ~: -~: Ari~xOVED AS TO FORM AND CORRECTNESS: f .T ~ /f / ~ `__ '- V , / ~ County Attorney , 26 { 2 5048/018/007 50748. DOCv 7 } EXHIBIT A CONDITIONS OF AWARD The conditions to exercise by the County Administrator of the authority to execute the Bond Purchase Agreement are as follows: (A) The Bond Purchase Agreement shall be executed on or before December 31, 2013. (B) The Bond Purchase Agreement shall be executed by and on behalf of the County by the County Administrator in substantially the form approved by the County Administrator upon the advice of Bond Counsel and the County Attorney, the execution of the Bond Purchase Agreement for and on behalf of the County by the County Administrator being conclusive evidence of the approval of any such changes, insertions, omissions or filling in of blanks. (C) The aggregate principal amount of the Series 2013A Bonds to be sold shall not exceed $55,000,000. (D) The aggregate principal amount of the Series 2013B Bonds to be sold shall not exceed $15,000,000. (E) The maturity date of the Series 2013A Bonds shall be no later than the maturity date of the Series 2003 Bonds. (F) The maturity date of the Series 2013B Bonds shall be no later than the maturity date of the Series 2005 Bonds. (G) The purchase price for the Series 2013 Bonds shall be equal to not less than 99% of the aggregate principal amount of the Series 2013 Bonds (without regard to original issue discount or premium), plus accrued interest from their dated date to their date of delivery. (H) The true interest cost rate on the Series 2013 Bonds shall not exceed 5% per annum. (I) The estimated aggregate present value savings resulting from the refunding of the Refunded Bonds shall equal or exceed 3% of the outstanding principal amount of the Refunded Bonds as of the date the Bond Purchase Agreement is executed. {25048/018/00750748.DOCv7 } A-1 (J) The County shall have received a disclosure statement from the Underwriters, setting forth the information required by Section 218.385, Florida Statutes, as amended. (K) The Underwriters shall have delivered to the County its good faith deposit in such form as is acceptable to the County Administrator upon the advice of the Financial Advisor in an amount equal to not less than one percent (1%) of the par amount of the Series 2013 Bonds. (L) The Series 2013 Bonds shall be subject to redemption at the option of the County no later than eleven (11) years from their date, and at a redemption price not greater than 100% of the principal amount redeemed. {ZSOasio~ sioo~so~as.~oc~~} A-2 EXHIBIT B BOND FORM No. R[A][B]- UNITED STATES OF AMERICA STATE OF FLORIDA ST. LUCIE COUNTY, FLORIDA SALES TAX REFUNDING REVENUE BONDS, SERIES 2013[A][B] 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, 20_, 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 {25048/O18/00750748.DOCv7 } B-1 Bond, are payable, upon presentation and surrender hereof, at the designated corporate trust office of The Bank of New York Mellon Trust Company, Jacksonville, Florida, 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 The Bank of New York Mellon Trust Company, Jacksonville, Florida, 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 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 [refunding the Issuer's outstanding [Sales Tax Refunding and Improvement Revenue Bonds, Series 2003, issued in the original principal amount of $64,230,000][Sales Tax Refunding and Improvement Revenue Bonds, Series 2005, issued in the original principal amount of $11,930,000], 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"). (25048/018/00750748.DOCv7} B-2 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 111 ~JTE A LIEN UPON ANY PROPERTY OF THE ISSUER, BUT SHALL CONS 1 t 1 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. 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 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 {25048/018/00750748. DOCv7} B-3 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. 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. [Remainder of Page Intentionally Left Blank] { 25048/018/00750748. DOCv7 } B-4 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 ~},,n,{. J 20 f ~. C (SEAL) ATTEST: ~~ ST. LUCIE COUNTY, FLORIDA By: ~ `(l~ _ Chairman Al'1'xOVED AS TO FORM AND CORRECTNESS: ,F'~~' r ~~ County Attorn~ L (25048/018/00750748.DOCv7} B-5 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the issue described in the within-mentioned Resolution. DATE OF AUTHENTICATION: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Registrar By: Authorized Officer (25048/018/00750748. DOCv7} B-6 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: 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: T'he 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. {25048/018/00750748.DOCv7} B-7 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 -- Custodian for under Uniform Transfer to Minors Act of (Gust.) (State) Additional abbreviations may also be used though not in the list above. {25048/018/00750748. DOCv7} B-8 STATEMENT OF INSURANCE [IF APPLICABLE, INSERT INSURER LANGUAGE] {25048/018/00750748.DOCv7} B-9 EXHIBIT C FORM OF BOND PURCHASE AGREEMENT { 25048/018/00750748. DOCv7 } G1 EXHIBIT D FORM OF REGISTRAR AND PAYING AGENT AGREEMENT (25048l018/00750748.DOCv7 ~ D-1 EXHIBIT E INSURANCE COMMITMENTS { 250481018/00750748. DOCv7 ) E-1 EXHIBIT F 2013 PRELIMINARY OFFICIAL STATEMENT (Exhibits Omitted) { 25048/0 l 8!007 50748. DOCv7 } F-1 EXHIBIT G FORM OF ESCROW DEPOSIT AGREEMENT {zsoasro~sroo~so~as.DOCv~} G-1