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HomeMy WebLinkAbout13-232BRESOLUTION NO. 13-232B A RESOLUTION OF THE ST. LUCIE COUNTY WATER AND SEWER DISTRICT SUPPLEMENTING A RESOLUTION ADOPTED ON EVEN DATE HEREWITH AUTHORIZING THE ~o~v,~ `n ~ ~ n O o~'~ ISSUANCE OF NOT TO EXCEED $24,000,000 UTILITY SYSTEM Zm w SERIES IMPROVEMENT AND REFUNDING REVENUE BONDS D~o or2 cZi ~ N n "' , 2013, TO FINANCE, REFINANCE AND/OR REFUND .. ~~mcn `~ ~ ~ ; IMPROVEMENTS TO THE DISTRICT'S WATER AND SEWER n o ~ " `~"W~= J UTILITY SYSTEM SUB ECT TO THE SATISFACTION OF ornNZ W W ~ m CERTAIN CONDITIONS CONTAINED HEREIN; FIXING ~ CERTAIN TERMS AND DETAILS OF SUCH BONDS; A ~ APPOINTING UNDERWRITERS; DELEGATING AUTHORITY ~ = TO EXECUTE A BOND PURCHASE AGREEMENT; ~ AUTHORIZING THE PURCHASE OF A BOND INSURANCE m c POLICY FOR ALL, SOME, OR NONE OF THE BONDS; o ~ DESIGNATING AN ESCROW HOLDER AND APPROVING THE ~ FORM OF AND AUTHORIZING THE EXECUTION AND ~ DELIVERY OF AN ESCROW DEPOSIT AGREEMENT; DESIGNATING A PAYING AGENT AND REGISTRAR; AUTHORIZING OTHER REQUIRED ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE DISTRICT COMMISSION OF THE ST. LUCIE COUNTY WATER AND SEWER DISTRICT AS FOLLOWS: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Constitution of the State of Florida, Chapter 125, Part I, Florida Statutes, Chapter 153, Part II, Florida Statutes, Chapter 189, Florida Statutes and other applicable provisions of law, County Ordinance No. 04-023 and the Master Resolution (collectively, the "Act"). SECTION 2. DEFINITIONS. This Resolution constitutes a Supplemental Resolution as defined in the Master Resolution. All capitalized words and terms not otherwise defined herein shall have the meaning set forth in the Master Resolution. As used in this Resolution, the following terms shall have the following meanings, unless the context hereof otherwise requires. "Bond Insurer" means Build America Mutual Assurance Company, a New York domiciled mutual insurance corporation, or any successor thereto or assignee thereof. "Bond Purchase Agreement" shall mean the Bond Purchase Agreement in substantially the form attached hereto as Exhibit B, 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. "Disclosure Counsel" shall mean Bryant Miller Olive P.A., or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the exclusion from gross income for federal income tax purposes of interest on 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. "Insurance Policy Commitment" means the commitment of the Bond Insurer to issue the Insurance Policy. "Insurance Policy" means the Bond Insurance Policy issued by the Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Series 2013 Bonds when due. "Issuer" or "District" shall mean the St. Lucie County Water and Sewer District. "Official Statement" shall mean the official statement for the Series 2013 Bonds in substantially the form attached hereto as Exhibit D (exhibits omitted), with such completions thereof as are permitted pursuant to the Rule. "Underwriters" shall mean RBC Capital Markets and Citigroup Global Markets, Inc. as the initial purchasers of the Series 2013 Bonds. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared as follows: (A) The District Commission has, by adoption of a resolution on the date hereof (the "Master Resolution" and, as supplemented hereby, the "Resolution"), authorized issuance of its not to exceed $24,000,000 Utility System Improvement and Refunding Revenue Bonds, Series 2013 (the "Series 2013 Bonds"). (B) The Series 2013 Bonds are being issued to: (i) finance and/or reimburse the costs of the 2013 Project, (ii) currently refund all of the Refunded Bonds and prepay the Series 2009A Note, and (iii) pay the costs of issuance of the Series 2013 Bonds including, without limitation, the premium for the Insurance Policy, if purchased in accordance with Section 10 hereof. (C) The Issuer has determined it to be in its best interests and to serve a paramount public purpose to provide in this Resolution for the issuance of the Series 2013 Bonds for the purpose of financing the 2013 Project, refunding the Refunded Bonds and prepaying the Series 2009A Note. 2 (D) It is necessary, desirable, and in the best interest of the health, safety, and welfare of the District and its inhabitants that the Series 2013 Bonds be offered and sold at negotiated sale in order that the District may achieve optimum timing of the sale of the Series 2013 Bonds and maximum benefit from pre-marketing of the Series 2013 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. (E) 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. (F) 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 District 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 (3) to authorize the taking of such further action by the Chair, County Administrator, and Finance Director, and others employed by or acting on behalf of the Issuer 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 Project Costs of the 2013 Project, the refunding of the Refunded Bonds and prepayment of the Series 2009A Note. (G) Because of current volatile market conditions and conditions surrounding the current credit ratings of the various municipal bond insurance companies, the Issuer desires to provide for the option of insuring some, all or none of the Series 2013 Bonds, whichever is determined by the County Administrator and the Finance Director to be in the best financial interests of the Issuer as provided herein, with the Insurance Policy. (H) In connection with the offering and sale of the Series 2013 Bonds, the Issuer desires to approve the distribution of the Preliminary Official Statement, a form of which is attached hereto as Exhibit D, delegate the authority to deem the Preliminary Official Statement "final" for purposes of the Rule, and authorize the execution and delivery of the final Official Statement. (I) The Issuer desires to appoint a Registrar and Paying Agent with respect to the Series 2013 Bonds and authorize the execution and delivery of a Registrar and Paying Agent Agreement, a form of which is attached hereto as Exhibit C (the "Registrar and Paying Agent Agreement"). (J) The Series 2013 Bonds will be secured by a lien on the Pledged Revenues. 3 (K) The Issuer deems it necessary, desirable and in the best interest of the Issuer that the Pledged Revenues be pledged to the payment of the principal of and interest on the Series 2013 Bonds. (L) Except for the Refunded Bonds, the Pledged Revenues are not pledged or encumbered in any manner. SECTION 4. APPROVAL OF SALE AND ISSUANCE OF SERIES 2013 BONDS. The Series 2013 Bonds are hereby authorized to be issued subject to the terms and conditions set forth herein. Subject and pursuant to the provisions of the Master Resolution, the Issuer hereby determines to issue a Series of Bonds in an aggregate principal amount not to exceed $24,000,000, to be known as "St. Lucie County Water and Sewer District Utility System Improvement and Refunding Revenue Bonds, Series 2013," for the purposes of (i) financing and/or reimbursing the costs of the 2013 Project, (ii) currently refunding all of the Refunded Bonds and prepaying the Series 2009A Note, and (iii) paying the costs of issuance of the Series 2013 Bonds including, without limitation, the premium for the Insurance Policy, if purchased in accordance with Section 10 hereof. The proceeds of the Series 2013 Bonds, shall be applied in accordance with Section 15 hereof and as provided in a certificate of the County Administrator or Finance Director delivered upon issuance and delivery of the Series 2013 Bonds. All covenants contained in the Master Resolution with respect to Bonds shall be applicable to the Series 2013 Bonds. SECTION 5. DESCRIPTION OF SERIES 2013 BONDS. The Series 2013 Bonds shall be in substantially the form set forth in the Master Resolution, 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 Master Resolution, as shall be specified in the Bond Purchase Agreement. As long as any Series 2013 Bonds are outstanding in book-entry form, the provisions of the Master Resolution inconsistent with such system of book-entry registration shall not be applicable to such Series 2013 Bonds, and the Issuer covenants to cause adequate records to be kept with respect to the ownership of any Series 2013 Bonds issued in book-entry form or the beneficial ownership of bonds issued in the name of a nominee. SECTION 6. AUTHORIZATION OF 2013 PROTECT, REFUNDING OF REFUNDED BONDS AND PREPAYMENT OF THE SERIES 2009A NOTE. The 2013 Project, refunding of the Refunded Bonds and prepayment of the Series 2009A Note are hereby authorized. SECTION 7. APPOINTMENT OF UNDERWRITERS. RBC Capital Markets is hereby named as senior underwriter, and Citigroup Global Markets, Inc. is hereby named as co- managing underwriter, for the Series 2013 Bonds. 4 SECTION 8. SALE OF BONDS; AUTHORIZATION OF PRELIMINARY AND FINAL OFFICIAL STATEMENT. Subject and pursuant to the provisions of the Master Resolution, special, limited obligations of the Issuer to be known as "Utility System Improvement and Refunding Revenue Bonds, Series 2013" 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. The Chair, County Administrator and Utility District Director are hereby authorized and directed to execute and deliver an Official Statement substantially in the form of the Preliminary Official Statement attached hereto as Exhibit D in the name and on behalf of the Issuer, and thereupon to cause such Official Statement to be delivered to the Underwriters with such changes, amendments, modifications, omissions and additions as may be approved by the Chair, County Administrator and Utility District Director. Said Official Statement, including any such changes, amendments, modifications, omissions and additions as approved by the Chair, County Administrator and Utility District Director, and the information contained therein are hereby authorized to be used in connection with the sale of the Series 2013 Bonds to the public. Execution by the Chair, County Administrator and Utility District Director of the Official Statement shall be deemed to be conclusive evidence of approval of such changes. 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 Issuer as of its date (except for permitted omissions), in accordance with the Rule. SECTION 9. 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 Issuer 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 authorized and empowered, subject to the conditions set forth on Exhibit A hereto, to execute the Bond Purchase Agreement on behalf of the Issuer 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 Issuer. SECTION 10. AUTHORIZATION TO PURCHASE BOND INSURANCE POLICY AND TAKE OTHER ACTION. The County Administrator and the Finance Director are hereby authorized, based on the advice of the Financial Advisor, to determine whether it is in the best financial interests of the Issuer to purchase the Insurance Policy in order to insure 5 some, all or none of the Series 2013 Bonds, and to take any actions and do all things necessary in order to obtain such insurance. In the event that the Insurance Policy Commitment setting forth terms and conditions acceptable to the County Administrator and Finance Director prior to the award and sale of the Series 2013 Bonds in a form consistent with the authority in this Resolution is not received, then the Series 2013 Bonds shall be issued without such insurance. The Insurance Policy, which guarantees the payment of principal and interest on any Series 2013 Bonds insured thereby (the "Insured Bonds"), is hereby authorized to be purchased from the Bond Insurer in accordance with such Insurance Policy Commitment, and payment for such insurance is hereby authorized from the proceeds of the Series 2013 Bonds. Assuming timely receipt of the Insurance Policy Commitment as provided for hereunder, the County Administrator and the Finance Director are each hereby authorized to execute such commitment. A statement of insurance is hereby authorized to be printed on or attached to the Insured Bonds. 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 Issuer of a tax compliance certificate 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 and Bond Counsel, are hereby approved. The taking of such further action by the Chair, County Administrator, County Clerk, County Attorney, Finance Director, and others employed by or acting on behalf of the Issuer, 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 costs associated with the 2013 Project, the refunding of the Refunded Bonds and prepayment of the Series 2009A Note is hereby authorized and approved. SECTION 11. INSURANCE POLICY PROVISIONS. In the event the County Administrator determines to purchase the Insurance Policy in accordance with the authorization set forth herein, there shall be printed on the back of each Series 2013 Bond insured thereby 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 Issuer 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: (A) Definitions. For purposes of this Section 11, the following terms shall have the following meanings. "BAM" shall mean Build America Mutual Assurance Company, or any successor thereto. 6 "Insured Obligations" shall mean the Series 2013 Bonds insured by the Insurance Policy. "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, N.A., at its principal office in The City of New York, 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, N.A.) plus 3%, and (ii) the then applicable highest rate of interest on the Insured Obligations and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. In the event JPMorgan Chase Bank, N.A., ceases to announce its Prime Rate, the Prime Rate shall be the prime or base lending rate of such other bank, banking association or trust company as BAM, in its sole and absolute discretion, shall designate. Interest at the Late Payment Rate on any amount owing to BAM shall be computed on the basis of the actual number of days elapsed in a year of 360 days. "Policy" shall mean the Insurance Policy issued by BAM that guarantees the scheduled payment of principal of and interest on the Insured Obligations when due. "Security Documents" shall mean the Master Resolution, this Supplemental Resolution, the Series 2013 Bonds and/or any additional or supplemental document executed in connection with the Insured Obligations. (B) Notice and Other Information to be given to BAM. The Issuer will provide BAM with all notices and other information it is obligated to provide (i) under its Continuing Disclosure Certificate and (ii) to the holders of Insured Obligations under the Security Documents. The notice address of BAM is: Build America Mutual Assurance Company, 1 World Financial Center, 27th Floor, 200 Liberty Street, New York, NY 10281, Attention: Surveillance, Re: Policy No. Telephone: (212) 235-2500, Telecopier: (212) 235-1542, Email: noticesC?buildamerica.com. In each case in which notice or other communication refers to an event of default or a claim on the Policy, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel at the same address and at claims@buildamerica.com or at Telecopier: (212) 235-5214 and shall be marked to indicate "URGENT MATERIAL ENCLOSED." (C) Defeasance. The investments in the defeasance escrow shall be limited to non- callable, direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, or otherwise be approved by BAM. At least 5 Business Days prior to any defeasance, the Issuer shall deliver to BAM copies of an escrow agreement, opinions regarding the validity and enforceability of the escrow agreement, a verification report (a "Verification Report") of a nationally recognized independent 7 financial analyst or firm of certified public accountants regarding sufficiency of the escrow and a defeasance legal opinion. Such opinions and Verification Report shall be addressed to BAM and shall be in form and substance satisfactory to BAM. In addition, the escrow agreement shall provide that: (1) Any substitution of securities shall require the delivery of a Verification Report, an opinion of bond counsel that such substitution will not adversely affect the exclusion (if interest on the Insured Obligations is excludable) from gross income of the holders of the Insured Obligations of the interest on the Insured Obligations for federal income tax purposes and the prior written consent of BAM. (2) The Issuer will not exercise any prior optional redemption of Insured Obligations secured by the escrow agreement or any other redemption other than mandatory sinking fund redemptions unless (i) the right to make any such redemption has been expressly reserved in the escrow agreement and such reservation has been disclosed in detail in the official statement for the refunding bonds, and (ii) as a condition to any such redemption there shall be provided to BAM a Verification Report as to the sufficiency of escrow receipts without reinvestment to meet the escrow requirements remaining following any such redemption. (3) The Issuer shall not amend the escrow agreement or enter into a forward purchase agreement or other agreement with respect to rights in the escrow without the prior written consent of BAM. (D) Paying Agent. (1) BAM shall receive prior written notice of any name change of the Paying Agent for the Insured Obligations or the resignation or removal of the Paying Agent. (2) No removal, resignation or termination of the Paying Agent shall take effect until a successor, acceptable to BAM, shall be qualified and appointed. (E) Amendments, Supplements and Consents. BAM's prior written consent is required for all amendments and supplements to the Security Documents, with the exceptions noted below. The Issuer shall send copies of any such amendments or supplements to BAM and the rating agencies which have assigned a rating to the Insured Obligations. (1) Consent of BAM. Any amendments or supplements to the Security Documents shall require the prior written consent of BAM with the exception of amendments or supplements: (a) To cure any ambiguity or formal defect or omissions or to correct any inconsistent provisions in the transaction documents or in any supplement thereto, or (b) To grant or confer upon the Bondholders any additional rights, remedies, powers authority or security that may lawfully be granted to or conferred upon the Bondholders, or 8 (c) To add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of the transaction documents other conditions, limitations and restrictions thereafter to be observed, or (d) To add to the covenants and agreements of the Issuer in the transaction documents other covenants and agreements thereafter to be observed by the Issuer or to surrender any right or power therein reserved to or conferred upon the Issuer. (2) Consent of BAM in Addition to Bondholder Consent. Any amendment, supplement, modification to, or waiver of, any of the Security Documents that requires the consent of holders of the Insured Obligations or adversely affects the rights or interests of BAM shall be subject to the prior written consent of BAM. (3) Consent of BAM in the Event of Insolvency. Any reorganization or liquidation plan with respect to the Issuer must be acceptable to BAM in writing. In the event of any reorganization or liquidation of the Issuer, BAM shall have the right to vote on behalf of all holders of the Insured Obligations absent a continuing failure by BAM to make a payment under the Policy. (4) Consent of BAM Upon Default. Anything in the Security Documents to the contrary notwithstanding, upon the occurrence and continuance of a default or an event of default, BAM shall be entitled to control and direct the enforcement of all rights and remedies granted to the holders of the Insured Obligations or the Paying Agent for the benefit of the holders of the Insured Obligations under any Security Document. The Paying Agent may not waive any default or event of default without BAM's written consent. (5) BAM as Owner. Upon the occurrence and continuance of a default or an event of default, BAM shall be deemed to be the sole owner of the Insured Obligations for all purposes under the Security Documents, including, without limitations, for purposes of exercising remedies and approving amendments. (6) Consent of BAM for acceleration. BAM's prior written consent is required as a condition precedent to and in all instances of acceleration. (7) Grace Period for Payment Defaults. No grace period shall be permitted for payment defaults on the Insured Obligations. No grace period for a covenant default shall exceed 30 days without the prior written consent of BAM. (8) Special Provisions for Insurer Default. If an Insurer Default shall occur and be continuing, then, notwithstanding anything in paragraphs (E)(1)-(5) above to the contrary, (1) if at any time prior to or following an Insurer Default, BAM has made payment under the Policy, to the extent of such payment BAM shall be treated like any other holder of the Insured Obligations for all purposes, including giving of consents, and (2) if BAM has not made any 9 payment under the Policy, BAM shall have no further consent rights until the particular Insurer Default is no longer continuing or BAM makes a payment under the Policy, in which event, the foregoing clause (1) shall control. For purposes of this paragraph (g), "Insurer Default" means: (A) BAM has failed to make any payment under the Policy when due and owing in accordance with its terms; or (B) BAM shall (i) voluntarily commence any proceeding or file any petition seeking relief under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law, (ii) consent to the institution of or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such party or for a substantial part of its property, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take action for the purpose of effecting any of the foregoing; or (C) any state or federal agency or instrumentality shall order the suspension of payments on the Policy or shall obtain an order or grant approval for the rehabilitation, liquidation, conservation or dissolution of BAM (including without limitation under the New York Insurance Law). (F) BAM As Third Party Beneficiary. BAM is recognized as and shall be deemed to be a third party beneficiary of the Security Documents and may enforce the provisions of the Security Documents as if it were a party thereto. (G) Payment Procedure Under the Policy. (1) In the event that principal and/or interest due on the Insured Obligations shall be paid by BAM pursuant to the Policy, the Insured Obligations shall remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Issuer, the assignment and pledge of the trust estate and all covenants, agreements and other obligations of the Issuer to the registered owners shall continue to exist and shall run to the benefit of BAM, and BAM shall be subrogated to the rights of such registered owners including, without limitation, any rights that such owners may have in respect of securities law violations arising from the offer and sale of the Insured Obligations. (2) In the event that on the second (2nd) business day prior to any payment date on the Insured Obligations, the Paying Agent has not received sufficient moneys to pay all principal of and interest on the Insured Obligations due on such payment date, the Paying Agent shall immediately notify BAM or its designee on the same business day by telephone or electronic mail, of the amount of the deficiency. If any deficiency is made up in whole or in part prior to or on the payment date, the Paying Agent shall so notify BAM or its designee. (3) In addition, if the Paying Agent has notice that any holder of the Insured Obligations has been required to disgorge payments of principal of or interest on the Insured Obligations pursuant to a final, non-appealable order by a court of competent jurisdiction that such payment constitutes an avoidable preference to such holder within the meaning of any applicable bankruptcy law, then the Paying Agent shall notify BAM or its designee of such fact 10 by telephone or electronic mail, or by overnight or other delivery service as to which a delivery receipt is signed by a person authorized to accept delivery on behalf of BAM. (4) The Paying Agent shall irrevocably be designated, appointed, directed and authorized to act as attorney-in-fact for holders of the Insured Obligations as follows: (a) If there is a deficiency in amounts required to pay interest and/or principal on the Insured Obligations, the Paying Agent shall (i) execute and deliver to BAM, in form satisfactory to BAM, an instrument appointing BAM as agent and attorney-in-fact for such holders of the Insured Obligations in any legal proceeding related to the payment and assignment to BAM of the claims for interest on the Insured Obligations, (ii) receive as designee of the respective holders (and not as Paying Agent) in accordance with the tenor of the Policy payment from BAM with respect to the claims for interest so assigned, and (iii) disburse the same to such respective holders; and (b) If there is a deficiency in amounts required to pay principal of the Insured Obligations, the Paying Agent shall (i) execute and deliver to BAM, in form satisfactory to BAM, an instrument appointing BAM as agent and attorney in-fact for such holder of the Insured Obligations in any legal proceeding related to the payment of such principal and an assignment to BAM of the Insured Obligations surrendered to BAM, (ii) receive as designee of the respective holders (and not as Paying Agent) in accordance with the tenor of the Policy payment therefore from BAM, and (iii) disburse the same to such holders. (5) The Paying Agent shall designate any portion of payment of principal on Bonds paid by BAM, 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 Obligations registered to the then current holder, whether DTC or its nominee or otherwise, and shall issue a replacement Insured Obligation to BAM, registered in the name directed by BAM, 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 Insured Obligation shall have no effect on the amount of principal or interest payable by the Issuer on any Insured Obligation or the subrogation or assignment rights of BAM. (6) Payments with respect to claims for interest on and principal of Insured Obligations disbursed by the Paying Agent from proceeds of the Policy shall not be considered to discharge the obligation of the Issuer with respect to such Insured Obligations, and BAM shall become the owner of such unpaid Insured Obligations and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of the preceding paragraphs or otherwise. (7) Irrespective of whether any such assignment is executed and delivered, the Issuer and the Paying Agent agree for the benefit of BAM that: 11 (a) They recognize that to the extent BAM makes payments directly or indirectly (e.g., by paying through the Paying Agent), on account of principal of or interest on the Insured Obligations, BAM will be subrogated to the rights of such holders to receive the amount of such principal and interest from the Issuer/Obligor, with interest thereon, as provided and solely from the sources stated in the transaction documents and the Bonds; and (b) They will accordingly pay to BAM the amount of such principal and interest, with interest thereon as provided in the transaction documents and the Bonds, but only from the sources and in the manner provided therein for the payment of principal of and interest on the Insured Obligations to holders, and will otherwise treat BAM as the owner of such rights to the amount of such principal and interest. (H) Additional Payments. The Issuer agrees unconditionally that it will pay or reimburse BAM on demand any and all reasonable charges, fees, costs, losses, liabilities and expenses that BAM may pay or incur, including, but not limited to, fees and expenses of BAM's agents, attorneys, accountants, consultants, appraisers and auditors and reasonable costs of investigations, in connection with the administration (including waivers and consents, if any), enforcement, defense, exercise or preservation of any rights and remedies in respect of the Security Documents ("Administrative Costs"). For purposes of the foregoing, costs and expenses shall include a reasonable allocation of compensation and overhead attributable to the time of employees of BAM spent in connection with the actions described in the preceding sentence. The Issuer agrees that failure to pay any Administrative Costs on a timely basis will result in the accrual of interest on the unpaid amount at the Late Payment Rate, compounded semi-annually, from the date that payment is first due to BAM until the date BAM is paid in full. Notwithstanding anything herein to the contrary, the Issuer agrees to pay to BAM (i) a sum equal to the total of all amounts paid by BAM under the Policy ("BAM Policy Payment"); and (ii) interest on such BAM Policy Payments from the date paid by BAM until payment thereof in full by the Issuer, payable to BAM at the Late Payment Rate per annum (collectively, "BAM Reimbursement Amounts") compounded semi-annually. The Issuer hereby covenants and agrees that the BAM Reimbursement Amounts are secured by a lien on and pledge of the Net Revenues and payable from such Net Revenues on a parity with debt service due on the Insured Obligations. (I) Reserve Fund subaccount for Series 2013 Bonds and Series 2013 Project Account. The prior written consent of BAM shall be a condition precedent to the deposit of any credit instrument provided in lieu of a cash deposit into the subaccount established in the Reserve Fund for the Series 2013 Bonds, if any. Amounts on deposit in such subaccount shall be applied solely to the payment of debt service due on the Insured Obligations. Unless BAM otherwise directs, upon the occurrence and continuance of an Event of Default or an event which with notice or lapse of time would constitute an Event of Default, 12 amounts on deposit in the Series 2013 Project Account shall not be disbursed, but shall instead be applied to the payment of debt service or redemption price of the Bonds. (J) Exercise of Ri hg is by BAM. The rights granted to BAM under the Security Documents to request, consent to or direct any action are rights granted to BAM in consideration of its issuance of the Policy. Any exercise by BAM of such rights is merely an exercise of the BAM's contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the holders of the Insured Obligations and such action does not evidence any position of BAM, affirmative or negative, as to whether the consent of the holders of the Insured Obligations or any other person is required in addition to the consent of BAM. (K) BAM shall be entitled to pay principal or interest on the Insured Obligations that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Policy) and any amounts due on the Insured Obligations as a result of acceleration of the maturity thereof in accordance with the Master Resolution, whether or not BAM has received a claim upon the Policy. SECTION 12. RESERVE REQUIREMENT. The Reserve Requirement for the Series 2013 Bonds shall be $0 or such other amount determined by the County Administrator based upon the recommendation of the Financial Advisor and Underwriters. SECTION 13. CREATION OF SERIES 2013 PROTECT ACCOUNT. The Series 2013 Project Account is hereby created within the Project Fund pursuant to Section 16(F) of the Master Resolution to be funded from the proceeds of the Series 2013 Bonds. The moneys on deposit in the Series 2013 Project Account shall be disbursed pursuant to Section 18 of the Master Resolution. When no moneys remain in the Series 2013 Project Account, it shall be closed. SECTION 14. ESCROW DEPOSIT AGREEMENT. Simultaneously with the delivery of the Series 2013 Bonds to the Underwriters, the Issuer shall enter into an escrow deposit agreement (the "Escrow Deposit Agreement") with U.S. Bank National Association (the "Escrow Holder") which shall provide for the deposit of sums and for the investment of moneys in appropriate Acquired Obligations 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 E attached hereto, together with such changes as shall be approved by the Chair, such approval to be conclusively evidenced by the execution thereof by the Chair. The execution of the Escrow Deposit Agreement is hereby approved, and the execution of the Escrow Deposit Agreement by the Chair is hereby authorized, to be attested by the County Clerk, the form and correctness of which to be approved by the County Attorney. At the time of execution of the Escrow Deposit Agreement, the Issuer shall furnish to the Escrow Holder named therein appropriate documentation to demonstrate that the sums being deposited and the investments to be made will be sufficient for such purposes. 13 Subject to the execution and delivery of the Series 2013 Bonds, the Issuer hereby irrevocably calls the Refunded Bonds for redemption on the first date for which notice may be given, or such other date as determined by the Chair in the Escrow Deposit Agreement, at a redemption price of 100% of the principal amount of such Refunded Bonds to be redeemed, plus accrued interest thereon to the redemption date and prepayment premium, if any. Not before issuance of the Series 2013 Bonds and not less than thirty (30) days prior to such redemption date, the Issuer hereby directs (i) U.S. Bank National Association, the Paying Agent for the Series 1999 Bonds and the Series 2002 Bonds, to mail a notice of the redemption of the Series 1999 Bonds and Series 2002 Bonds to each holder thereof, and (ii) Wells Fargo Bank, National Association, the Paying Agent for the Series 1997 Bonds, to mail a notice of the redemption of the Series 1997 Bonds to each holder thereof. Such notices shall be mailed in accordance with the requirements set forth in the Original Instrument, in the form to be prepared by Bond Counsel. Furthermore, upon issuance of the Series 2013 Bonds, the Issuer hereby directs U.S. Bank National Association to mail a notice of defeasance to each holder of the Series 1999 Bonds and Series 2002 Bonds, and directs Wells Fargo Bank to mail of notice of defeasance to each holder of the Series 1997 Bonds. Such notice of defeasance shall be in the form to be prepared by Bond Counsel. SECTION 15. APPLICATION OF SERIES 2013 BOND PROCEEDS. 'The proceeds, including original issue premium, if any, received from the sale of the Series 2013 Bonds shall be applied by the Issuer simultaneously with the delivery of such Series 2013 Bonds to the purchaser thereof, together with other legally available funds of the Issuer which may include moneys on deposit in the funds and accounts created for the benefit of the Refunded Bonds, as follows: (a) A sufficient amount of the Series 2013 Bond proceeds shall be applied to the payment of the premium of the Bond Insurance Policy applicable to the Series 2013 Bonds, if any, and to the payment of costs and expenses, including legal, accounting, engineering, underwriting and financial advisory fees and expenses, and other fees and expenses relating to the issuance of the Series 2013 Bonds which must be paid upon delivery of the Series 2013 Bonds. (b) A sum specified in the Escrow Deposit Agreement that, together with other legally available funds of the Issuer, if any, and taking into account investments, if any, shall be sufficient to refund the Refunded Bonds shall be deposited with the Escrow Holder pursuant to the Escrow Deposit Agreement and used in the manner described therein. (c) A sufficient amount of such proceeds shall be applied to prepay the Series 2009A Note in whole. (d) All remaining proceeds shall be deposited into the 2013 Project Fund and used for the purpose of paying Project Costs of the 2013 Project. 14 (e) Any moneys remaining after all such Project Costs have been paid shall be disbursed as provided in a Supplemental Resolution of the Issuer, but shall only be used for the purposes permitted by law. As of the date hereof, debt service reserve accounts for the Series 1997 Bonds and Series 2002 Bonds are currently funded with cash and/or Permitted Investments valued as of the date hereof to equal $548,930, which was derived from cash deposits by the Issuer in an amount equal to the reserve requirements for the Series 1997 Bonds ($436,615) and the Series 2002 Bonds ($112,315). Upon the issuance of the Series 2013 Bonds, proceeds thereof, together with funds held in the debt service reserve accounts for the Series 1997 Bonds and Series 2002 Bonds, in an amount equal to the outstanding principal balance of and accrued interest on the Refunded Bonds, will be placed into escrow in accordance with Section 14 hereof and used to refund the Refunded Bonds. SECTION 16. APPOINTMENT OF REGISTRAR AND PAYING AGENT; AUTHORIZATION OF EXECUTION AND DELIVERY OF REGISTRAR AND PAYING AGENT AGREEMENT. U.S. Bank National Association is hereby appointed Registrar and Paying Agent relating to the Series 2013 Bonds. The Registrar and Paying Agent Agreement, in the form attached hereto as Exhibit C, is hereby approved and authorized. The Chair and the County Administrator are hereby authorized and directed to execute and deliver the Registrar and Paying Agent Agreement. The execution and delivery thereof in the manner described in the preceding sentence shall constitute complete approval of such Registrar and Paying Agent Agreement by the Issuer, including any changes to the form being approved, and shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. SECTION 17. CONTINUING DISCLOSURE. The Issuer hereby covenants and agrees that in order to provide for compliance by the Issuer with the continuing disclosure requirements of the Rule with respect to the Series 2013 Bonds it will enter into a Continuing Disclosure Certificate in the form to be prepared by Disclosure Counsel. The County has engaged Digital Assurance Certification, L.L.C. to serve as dissemination agent for the County and the District. Notwithstanding any other provision of the Resolution, failure of the Issuer to comply with such secondary market disclosure requirements shall not be considered an Event of Default under the Master Resolution. However, the secondary market disclosure requirements shall be enforceable by the Holders of the Series 2013 Bonds in the event that the Issuer fails to comply with such disclosure requirements within a reasonable time after written notice from a Holder of the Series 2013 Bonds to the Issuer that a breach exists. SECTION 18. GENERAL AUTHORITY. The Chair, Vice-Chair, members of the District Commission, the County Administrator, the Finance Director, the County Attorney or any other appropriate officers of the Issuer are hereby authorized and directed to execute any and all certifications or other instruments or documents required by the Master Resolution or 15 any other document referred to herein as a prerequisite or precondition to the issuance of the Series 2013 Bonds and any such representation made therein shall be deemed to be made on behalf of the Issuer. All action taken to date by the officers of the Issuer in furtherance of the issuance of the Series 2013 Bonds is hereby approved, confirmed and ratified. Notwithstanding anything herein to the contrary, the authority granted under this Resolution to the Chair may, in the Chair's absence, be exercised by the Vice-Chair or any other member of the District Commission. SECTION 19. NO THIRD PARTY BENEFICIARIES. Except as may be expressly described in a Supplemental Resolution, nothing in the Resolution, or in the Series 2013 Bonds, expressed or implied, is intended or shall be construed to confer upon anyone of another entity other than the Issuer, the Holders and the Insurer of the Series 2013 Bonds, any right, remedy or claim, legal or equitable, under and by reason of the Resolution or any provision hereof, or of the Series 2013 Bonds, all provisions hereof and thereof being intended to be and being for the sole and exclusive benefit of the Issuer, the Holders from time to time and the Insurer of the Series 2013 Bonds. SECTION 20. COVENANTS OF THE ISSUER. The Series 2013 Bonds, herein authorized, shall for all intents and purposes be considered Bonds issued under the authority of the Master Resolution and shall be entitled to all the protection and security provided therein for the Bonds, and shall be in all respects entitled to the same security, rights and privileges enjoyed by the Bonds. The covenants and pledges contained in the Master Resolution and this Supplemental Resolution shall be applicable to all Bonds issued under the Master Resolution. SECTION 21. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Supplemental 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 Supplemental Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof, thereof or of the Series 2013 Bonds issued hereunder. SECTION 22. NO PERSONAL LIABILITY. Neither the members of the District Commission, nor any officials or employees of the Issuer, nor any person executing the Series 2013 Bonds shall be personally liable therefor or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 23. REPEAL OF INCONSISTENT INSTRUMENTS. All prior ordinances and resolutions of the Issuer inconsistent with the provisions of this Supplemental Resolution are hereby repealed to the extent of such conflict and, except as otherwise repealed hereby, shall remain in full force and effect. 16 SECTION 24. EFFECTIVE DATE. The provisions of this Resolution shall take effect immediately upon its passage. DULY PASSED AND ADOPTED this) day of 1~1pV• 2013, at a regular meeting of the District Commission of the St. Lucie County Water and Sewer District. APPROVED: Chair APPROVED AS TO FORM AND CORRECTNESS: 17 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 July 1, 2014. (B) The Bond Purchase Agreement shall be executed by and on behalf of the Issuer 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 Issuer 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 2013 Bonds to be sold shall not exceed $24,000,000. (D) The maturity date of the Series 2013 Bonds shall be no later than October 1, 2034. (E) 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). (H) The true interest cost rate on the Series 2013 Bonds shall not exceed 5.50% 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. (J) The Issuer 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 Issuer their 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 Issuer no later than eleven (11) years from their date, and at a redemption price not greater than 100% of the principal amount redeemed. A-1 EXHIBIT C FORM OF REGISTRAR AND PAYING AGENT AGREEMENT C-1 EXHIBIT D 2013 PRELIMINARY OFFICIAL STATEMENT (Exhibits Omitted) D-1