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HomeMy WebLinkAbout16-235EXECUTION COPY RESOLUTION NO. 16-235 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA AUTHORIZING THE ISSUANCE BY THE COUNTY OF NOT EXCEEDING $5,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF A TAXABLE CAPITAL IMPROVEMENT REVENUE REFUNDING NOTE, SERIES 2016B, TO PROVIDE FUNDS TO REFUND THE COUNTY'S TOURIST DEVELOPMENT TAX IMPROVEMENT AND REFUNDING REVENUE BOND, SERIES 2011A AND TOURIST DEVELOPMENT TAX REFUNDING REVENUE BOND, TAXABLE SERIES 2011B; AUTHORIZING THE AWARD OF THE SALE OF THE NOTE UPON COMPLIANCE WITH CERTAIN PARAMETERS; AUTHORIZING THE EXECUTION AND DELIVERY OF THE FORM OF ATTACHED LOAN AGREEMENT BETWEEN THE COUNTY AND THE PURCHASER OF THE NOTE; COVENANTING TO BUDGET AND APPROPRIATE LEGALLY AVAILABLE NON -AD VALOREM REVENUES TO PAY THE NOTE; PROVIDING FOR REPEAL OF INCONSISTENT PROVISIONS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is enacted pursuant to the provisions of Section 125.01, et seq., Florida Statutes, and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, determined and declared that: A. St. Lucie County, Florida (the "County") has requested proposals to provide the County with the necessary financing (the "Loan") to, together with certain other lawfully available funds of the County, refund the County's Tourist Development Tax Improvement and Refunding Revenue Bond, Series 2011 A and Tourist Development Tax Refunding Revenue Bond, Taxable Series 2011B (the "Refunded Bonds"). B. It is necessary and desirable to provide for the execution and delivery of a Loan Agreement and the issuance of the County's Taxable Capital Improvement Revenue Refunding Note, Series 2016B (the "Series 2016 Note") to implement the Loan. Amounts due under the Loan Agreement and the Note shall be payable from non -ad valorem revenues of the County derived from the County's covenant to budget and appropriate from legally available non -ad valorem funds each year such monies sufficient to pay principal and interest on the Series 2016 Note. C. In accordance with the provisions of Part III, Chapter 218, Florida Statutes, a negotiated sale of the Series 2016 Note is in the best interest of the County because of the flexibility available in structuring the Series 2016 Note and its terms. SECTION 3. AUTHORIZING AND AWARD OF NOTE. The issuance by the County of not to exceed $5,000,000 aggregate principal amount of its Taxable Capital Improvement Revenue Refunding Note, Series 2016 for the purposes described above; to be dated, to bear interest at a rate or rates not exceeding the maximum legal rate per annum, to be payable, to mature, to be subject to redemption and to have such other characteristics as are provided in the Loan Agreement attached; and secured by a covenant of the County to budget and appropriate from legally available non -ad valorem funds each year monies sufficient to pay the principal and interest on such Series 2016 Note, is hereby authorized. The sale of the Series 2016 Note is hereby authorized to 3PMorgan Chase Bank, N.A. (the "Lender"), with the approval of the final terms providing the best overall benefit to the County being hereby delegated to the Chairman of the Board of County Commissioners, providing the following parameters are complied with: (A) the aggregate principal amount of the Series 2016 Note shall be not in excess of $5,000,000; (B) the interest rate on the Series 2016 Note (subject to default adjustments as provided in the Loan Agreement) shall not exceed 3.50%; and (C) the costs of issuance associated with refunding the Refunded Bonds shall not be greater than $40,000. SECTION 4. APPROVAL OF LOAN AGREEMENT AND SERIES 2016 NOTE. The Loan Agreement and the Series 2016 Note in the form attached thereto as Exhibit A are hereby approved in substantially such forms, with such modifications as may be approved by the Chairman or Vice Chairman of the Board of County Commissioners, including a modification of the principal amount thereof (not to exceed $5,000,000) and associated amortization changes, such approval to be conclusively determined by his or her execution thereof, and the execution and delivery thereof by the Chairman or Vice Chairman and the Clerk, who are hereby authorized to execute and deliver such instruments and to take such other actions as shall be necessary to implement the Loan. SECTION 5. AUTHORIZATION OF REFUNDING OF THE REFUNDED BONDS. The refunding of the Refunded Bonds is hereby authorized. The Chairman, County Attorney, County Administrator and Clerk are hereby authorized to take all action necessary or required in connection with the issuance of the Series 2016 Note and the refunding of the Refunded Bonds. SECTION 6. REPEAL OF INCONSISTENT PROVISIONS. All resolutions or parts thereof in conflict with this Resolution are hereby repealed to the extent of such conflict. SECTION 7. SEVERABILITY. In the event that any portion or section of this Resolution is determined to be invalid, illegal or unconstitutional by a court of competent jurisdiction, such decision shall in no manner affect the remaining portions or sections of this Resolution, which shall remain in full force and effect. SECTION 8. EFFECTIVE DATE. This Resolution shall take effect immediately upon its final passage and adoption. 4 PASSED AND ADOPTED this 20th day of December, 2016. ST. LUCIE COUNTY, FLORIDA ATTEST: EXHIBIT A FORM OF LOAN AGREEMENT A-1 REVISED EXECUTION COPY LOAN AGREEMENT between ST. LUCIE COUNTY, FLORIDA and JPMORGAN CHASE BANK, N.A. Dated as of December 22, 2016 TABLE OF CONTENTS SECTION 1. DEFINITIONS Pa,e SECTION 2. INTERPRETATION........................................................................................ 4 SECTION 3. THE LOAN...................................................................................................... 4 SECTION 4. DESCRIPTION OF SERIES 2016 NOTE ...................................................... 4 SECTION 5. EXECUTION OF SERIES 2016 NOTE.......................................................... 5 SECTION 6. REGISTRATION AND TRANSFER OF SERIES 2016 NOTE .................... 5 SECTION 7. SERIES 2016 NOTE MUTILATED, DESTROYED, STOLEN OR LOST- .............................................................................................................. 6 SECTION 8. FORM OF SERIES 2016 NOTE..................................................................... 6 SECTION 9. SECURITY FOR SERIES 2016 NOTE; SERIES 2016 NOTE NOT DEBT OF THE COUNTY......................................................6666..................... 7 SECTION 10. COVENANTS OF THE COUNTY..... .................... ............................. ......... 7 SECTION 11. APPLICATION OF SERIES 2016 NOTE PROCEEDS ................................. 9 SECTION 12. CONDITIONS PRECEDENT.............................................6.4.6....................... 9 SECTION 13. REPRESENTATIONS AND WARRANTIES.............................6...4...46....... 10 SECTION14. NOTICES....................................................................................................... 10 SECTION 15. EVENTS OF DEFAULT DEFINED............................................................. 11 SECTION16. REMEDIES.................................................................................................... 12 SECTION17. NO RECOURSE............................................................................................ 12 SECTION 18, PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS................................................................................................... 12 SECTION 19. DEFAULT RATE .... 4.6....................................................................6666........... 12 SECTION 20. DEFEASANCE......................................................................................................13 SECTION 21. WAIVER OF JURY TRIAL...., . ....... ..... -- .................................... .................... 13 SECTION 22. AMENDMENTS, CHANGES AND MODIFICATIONS ...........................6 1.3 2c TABLE OF CONTENTS (continued) Page SECTION 23. BINDING EFFECT....................................................................................... 13 SECTION 24. SEVERABILITY........................................................................................... 13 SECTION 25. EXECUTION IN COUNTERPARTS........................................................... 13 SECTION 26. APPLICABLE LAW ................................................... ........................ I......... 13 This LOAN AGREEMENT made and entered as of December 22, 2016, by and between ST. LUCIE COUNTY, FLORIDA (the "County") and JPMORGAN CHASE BANK, N.A. (the "Lender"). WITNESSETH WHEREAS, the County has determined that it is necessary, desirable and in the best interests of the County and its inhabitants that the County issue $4,832,000 in aggregate principal amount of its Taxable Capital Improvement Revenue Refunding Note, Series 2016B (the "Series 2016 Note"), for the principal purpose of refunding the County's Tourist Development Tax Improvement and Refunding Revenue Bond, Series 2011A and Tourist Development Tax Refunding Revenue Bond, Taxable Series 2011 B (the "Refunded Bonds"). WHEREAS, the County has determined that it is without adequate currently available funds to refinance the Refunded Bonds and it is necessary that funds be made immediately available to the County in order to refinance the Refunded Bonds. WHEREAS, the County has determined that it is in its best interest to accept the proposal of the Lender as set out herein. WHEREAS, the Lender has agreed to lend the County the aggregate principal amount of $4,832,000 in return for the Series 2016 Nate. WHEREAS, the County has determined that it is in the best interest of the health, safety, and welfare of the County and the inhabitants thereof that the County covenant to budget and appropriate from its Non -Ad Valorem Revenues amounts sufficient to repay the principal of and interest. on the Series 2016 Note when due, as provided herein. WHEREAS, the Series 2016 Note shall not constitute a general obligation or indebtedness of the County as a "bond" within the meaning of any provision of the Constitution of the State, but shall be and is hereby declared to be a special, limited obligation of the County, the principal of and interest on which is payable solely from the Pledged Funds in the manner provided herein, and the principal of and interest on the Series 2016 Note and all other payments provided for herein will be paid solely from the Pledged Funds, and it will never be necessary or authorized to levy taxes on any real property of or in the County to pay the principal of or interest on the Series 2016 Note or other payments provided for herein. Furthermore, neither the Series 2016 Note nor the interest thereon shall be or constitute a lien upon the projects refinanced by the Refunded Bonds or any other property of or in the County other than the Pledged Funds in the manner provided herein. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: SECTION 1. DEFINITIONS. The following terms, shall have the following meanings herein, unless the text otherwise expressly requires: "Act" means Section 125.01, et seq., Florida. Statutes, and other applicable provisions of law. "Authorized Investments" means any obligations, deposit certificates, or other evidences of indebtedness legal for investment pursuant to law, to the extent not inconsistent with the terms of the investment policy of the County and applicable law. "Board" means the Board of County Commissioners of the County. "Business Day" means any day of the year on which banks in St. Lucie County, Florida are not required or authorized by law to remain closed and on which the Lender and the Paying Agent and the New York Stock Exchange, Inc. are open for business. "Chairman" means the Chairman of the Board, and in his absence or unavailability, the Vice -Chairman, and such other person or persons as may be duly authorized to act on their behalf. "Clerk" means the Clerk of the Board, acting on behalf of the Board, any Deputy Clerk designated by the Cleric to act on his or her behalf, or such other person or persons as may be duly authorized to act on his or her behalf. "County" means St. Lucie County, Florida, a political subdivision of the State of Florida. "Federal Securities" means direct obligations of the United States of America and obligations the principal of and interest on which are fully guaranteed by the United States of America, none of which permit redemption prior to maturity at the option of the obligor. "Fiscal Year" means the period from October 1 to the succeeding September 30, or such other period as may be prescribed by law. "Lender" means JPMorgan Chase Bank, N.A., as initial registered owner of the Series 2015 Mote, or its successor in interest or its assigns. "Maturity Date" means the date which the principal and interest on the Series 2016 Note, or any portion thereof, shall be payable. "Maximum Debt Service Requirement" shall mean, as of any particular date of calculation and with respect to any period, the amount of principal of and interest on the applicable Debt coming due in the then current or any future period in which such sum is the greatest. "Non -Ad Valorem Revenues" means all revenues of the County derived from any source whatsoever other than ad valorem taxation and legally available to pay principal of and interest on the Series 2016 Note, but only after provision has been made by the County for the payment of all essential or legally mandated services. -2- "Paying Agent" means, with respect to the Series 2016 Note, the Clerk. "Person" or words importing persons, means firms, associations, partnerships (including without limitation, general and limited partnerships), joint ventures, societies, estates, trusts, cozporaiions, public or governmental bodies, other legal entities and natural persons. "Pledged ]Funds" means, until applied in accordance with the provisions of this Loan Agreement, all moneys, including investments thereof, in the Sinking Fund established hereunder. Pledged Funds shall include all amounts transferred to the Sinking Fund as a result of the County's covenant to budget and appropriate Non -Ad Valorem Revenues contained herein. "Prime Rate" means the annual interest rate announced by JPMorgan Chase Bank, N.A., from time to time, as its prime rate, which interest rate is only a bench mark, is purely discretionary and is not necessarily the best or lowest interest rate charged borrowing customers of JPMorgan Chase Bank, N.A., or any subsidiary banks. "Refunded Bonds" shall mean the County's Tourist Development Tax Improvement and Refunding Revenue Bond, Series 2011A and Tourist Development Tax Refunding Revenue Bond, Taxable Series 2011B. "Register" means the books maintained by the Registrar in which are recorded the name and address of the holder of the Series 2016 Note. "Registrar" means the Person maintaining the Register. The Registrar with respect to the �'eriFs 2016 Note shall be the Clerk. "Resolution" means Resolution No. 16-235, adopted by the Board on December 20, 2016. "Senior Debt" shall mean any debt of the County secured by a lien on or a pledge of any specific source of Non -Ad Valorem Revenues. "Sinking Fund" means the fund created and established pursuant to Section 10(C) hereof. "Series 2016 Note" means the Series 2016 Note of the Count; delivered to the Lender in substantially the form attached hereto as Exhibit A,with such modifications thereto as may be approved by the Chairman, upon the a0vice of the. County Attorney, such approval to be presumed by the Chairman's execution thereof. "State" means the State of Florida. "Stated Rate" shall mean 3.030% per arsnum. SECTION 2. INTERPRETATIONT. Unless the context clearly requires otherwise,. words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include 110 correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. . SECTION 3. THE LOAN. A. Loan. The Lender hereby makes and the County hereby accepts the loan in the principal amount of $4,832,000 upon the terms and conditions herein. B. Disbursement of Proceeds. Proceeds of the loan shall be made available to the County on the date of closing of the loan. SECTION 4. DESCRIPTION OF SERIES 2016 NOTE. The loan shall be evidenced by the Series 2016 Note. The Series 2016 Note shall be dated as of the date of initial. delivery thereof; shall mature on November 1, 2023, shall be in registered form; and shall bear interest from its date until payment of the principal amount thereof, at the Stated Rate. Interest on the Series 2016 Note shall be payable on each May 1 and November 1, commencing May 1, 2017 and at the maturity of the Series 2016 Note, calculated on a basis of 360 days comprised of twelve, 30 -day months. Principal shall be paid each November 1, commencing November 1, 2017, in the amounts set forth in the form. of Series 2016 Note attached hereto as Exhibit A. The Series 2016 Note shall be issued initially in a single denomination of $4,832,000. In consideration of the Lender offering the County a fixed rate of interest on the Series 2016 Note, the County agrees that if the County prepays all or any portion of the principal balance of the Series 2016 Note prior to November 1, 2023 (whether by acceleration, mandatory redemption (excluding scheduled amortization.), prepayment or otherwise) the County agrees to pay the Lender, in addition to all accrued and unpaid interest on the principal amount prepaid, on the date of prepayment (as liquidated damages and not as a penalty), a prepayment charge equal to the sum of the differences between (a) each scheduled interest payment which would have been made on the prepaid amount if such prepayment had not occurred and (b) the corresponding fixed-rate interest payment which would be received under an interest rate swap which the Lender shall be deemed to have entered into as of the date of such prepayment (the "Replacement Swap") covering its payment obligations under an interest rate swap which the Lender shall be deemed to have entered into when the prepaid amount was originally funded, with each such difference discounted to a present value as of the date of prepayment using the fixed interest rate of the Replacement Swap as the applicable discount rate. The County acknowledges that the Lender might not fund or hedge its fixed rate loan portfolio or any prepayment thereof on a loan -by -loan basis at all times, and agrees that the foregoing is a reasonable and appropriate method of calculating liquidated damages for any prepayment irrespective of whether any of the foregoing hedging transactions have in fact occurred or occurred precisely as stated with respect 'to the loan evidenced by the Series 2016 Note. All calculations and determinations by the Lerder of the amounts payable pursuant to the preceding provisions or of any element thereof, if made in accordance with its then standard procedures for so calculating or determining such amounts, shall be conclusive absent manifest arithmetic error. If the Lender accelerates the Series 2016 Note as described in Section 16 hereof, any subsequent tender by or on behalf of the County of full payment of the Series 2016 Note is conclusively -4- agreed to invoke the prepayment charge provisions of the Series 2016 Note. The payment will be deemed a voluntary prepayment and will be accompanied by payment of the prepayment charge as described above. The County shall provide the Lender five (5) Business Days' prior written notice prior to any prepayment of the Series 2016 Note. SECTION 5. EXECUTION OF SERIES 2016 NOTE. The Series 2016 Note shall be executed in the name of the County by the Chairman, and attested and countersigned by the Clerk, and its official seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The Series 2016 Note may be signed and sealed on behalf of the County by any person who at the actual time of the execution of such Series 2016 Note shall hold such office in the County, although at the date of such Series 2016 Note such person may not have been so authorized. The Series 2016 Note may be executed by the facsimile signatures of the Chairman or Clerk. SECTION 6. REGISTRATION AND TRANSFER OF SERIES 2016 NOTE. The Series 2016 Note shall be and shall have all the qualities and incidents of negotiable instruments under the Uniform Commercial Code -Investment Securities Laws of the State of Florida, and each registered owner, in accepting the Series 2016 Note, shall be conclusively deemed to have agreed that such Series 2016 Note shall be and have all of the dualities and incidents of negotiable instruments thereunder. There shall be a Registrar who shall be responsible for maintaining the Register. The person in whose name ownership of the Series 2016 Note is shown on the Register shall be deemed the owner thereof by the County and the Registrar, and any notice to the contrary shall not be binding upon the County or the Registrar. The County and the Registrar may treat the ►cgistered owner as the absolute owner of the Series 2016 Note for all purposes, whether or not such Series 2016 Note shall be overdue, and shall not be bound by any notice to the contrary. Ownership of the Series 2016 Note may be transferred only upon the Register. Upon surrender to the Registrar for transfer or exchange of any Series 2016 Note accompanied by an assignment or written authorization for exchange, whichever is applicab!e, duty executed by the registered owner or its attorney duly authorized in writing, the Registrar shall deliver in the name of the registered owner or the transferee or transferees, as the case may be, a new fully registered Series 2015 Note of authorized denominations and of the same maturity and interest rate and for the aggregate principal amount as the Series 2416 Note surrendered. Notwithstanding the foregoing, the Series 2016 Note may no* be transferred except in amounts of at least $100,000. Further, the transfer of the Series 2016 Note shall be restricted to Permitted Lenders. A "Permitted Lender" shall mean any bank, trust company, savings institution, insurance company or "qualified institutional buyer" (as defined in Rule 144A of the Securities Act of 1933, as amended) that is engaged as a regular part of its business in making loan, and is authorized to do business in the State.. Written notice of any such transfer must be provided to the County. The Series 2016 Note presented for transfer, exchange, redemntion or payment (if so required by the County or the Registrar) shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the County or the Registrar, duly executed by the registered owner or by his duly authorized attorney. M The Registrar or the County may require payment from the registered owner or his transferee, as the case may be, of a sum 'suff cient to cover any tax, fee or other governmental charge that may be imposed in relation thereto by any governmental body other than the County. Such charges and expenses shall be paid before any such new Series 2016 Note shall be delivered. The new Series 2016 Note delivered upon any transfer or exchange shall be a valid obligation of the County, evidencing the same debt as the Series 2016 Note surrendered, shall be secured under this Agreement, and shall be entitled to all of the security and benefits hereof to the same extent as the Series 2016 Note surrendered. Whenever any Series 2016 Note shall be delivered to the Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange, such Series 2016 Note shall be canceled and destroyed by the Registrar, and counterparts of a certificate of destraction evidencing such destruction shall be furnished to the County. SECTION 7. SERIES 2016 NOTE MUTILATED, DESTROYED, STOLEN OR LOST. In case any Series 2016 Note shall be mutilated, or be destroyed, stolen or lost, upon the registered owner furnishing the Registrar proof of its ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the County may prescribe and paying such expenses as the County may incur, the Registrar shall issue and deliver a new Series 2016 Note of like tenor as the Series 2016 Note so mutilated, destroyed, stolen or lost, in lieu of or substitution for the Series 2016.Note, if any, destroyed, stolen or lost, or in exchange and substitution for such mutilated Series 2016 Note, upon surrender of such mutilated Series 2016 Note, if any, to the Registrar and the cancellation thereof, provided, ho,nvever, if the Series 2016 Note shall have matured of be about to mature, instead of issuing a substitute Series 2016 Note, the County may pay the same, upon being indemnified as aforesaid, and if such Series 2016 Note be lost, stolen or destroyed, without surrender thereof. Any Series 2016 Note sin -rendered under the terms of this Section 7 shall be canceled by the Registrar. Any such duplicate Series 2016 Note issued pursuant to this section shall constitute an original, additional contractual obligation on the part of the County whether or not, as to the duplicate Series 2016 Note, the lost, stolen or destroyed Series 2016 Note be at any time found by anyone, and such duplicate Series 2016 Note shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the special funds, as hereinafter pledged, to the same extent as the other Series 2016 Note issued hereunder. SECTIONS. FORM OF SERIES 2016 NOTE. The Series 2016 Note shall be in substantially the form of Exhibit A hereto with such variations, omissions and insertions as may be necessary, desirable and authorized or permitted by this Agreement. SECTION 9. SECURITY FOR SERIES 2016 NOTE. The payment of the principal of and interest on the Series 2016 Note shall be secured forthwith, by a lien upon and a pledge of the Pledged Funds. Until the Series 2016 Note is paid or deemed paid pursuant to the provisions of this Agreement, the County hereby covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, 101 amounts sufficient to pay the principal and interest on the Series 2016 Note until the maturity thereof. Such covenant and agreement on the 'part of the County to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or either legally available funds in amounts sufficient to snake all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the County, the County does not covenant to maintain any services or programs, now provided or maintained by the County, which generate Non -Ad 'Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the County from pledging in the future its Non -Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the registered owner of the Series 2016 Note a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the County. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of principal and interest on the Series 2016 Note, in the manner described herein, Non -Ad Valorem Revenues and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, to the payment of services and programs which are for essential public purposes affecting the health, weifare and safety of the inhabitants of the County or which are legally mandated by applicable law. The County agrees that its covenant and agreement to budget and appropriate Non -Ad Valorem Revenues shall be deemed entered into for the benefit of the Holders of the Series 2016 Note, and this obligation may be enforced by a court of competent jurisdiction. The Series 2016 Note shall not constitute a general obligation or indebtedness of the County and the Lender shall never have th.- right to require or compel the levy of taxes upon any property. of or in the County for the payment of the principal of and interest on the Series 2016 Note. The County does hereby irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the Series 2016 Note. SECTION 10. COVENANTS OF THE COUNTY. So long as any of the principal of or interest on the Series 2016 Note shall be outstanding and unpaid or until provision for payment of the Series 2016 Note shall have been made pursuant to the provisions of Section 20 hereof, the County covenants with the Lender as follows: A. Financial Statements. Not later than 180 days following the end of each Fiscal Year, the County shall provide the Lender (in electronic format, if available) the annual audited financial statements of the County audited by the County's certified public accountants together with. the report of such accountants containing only such qualifications as are reasonably acceptable to the Lender. -7- B. Other Information. The County shall provide such other information the registered owner may reasonably request. C. Sinking Fund. The County hereby creates and establishes a special separate fund to be called the "St. Lucie County, Florida Taxable Capital Improvement Revenue Refunding Note, Series 2016B Sinking Fund" (hereinafter called the "Sinking Fund"). On or before the Business Day prior to each date fixed for the payment of principal or interest on the Series 2016 Note, the County shall deposit from Non -Ad Valorem Revenues budgeted and appropriated pursuant to the covenant contained herein to the Sinking Fund the amounts sufficient to pay the interest and principal becoming due on the Series 2016 Note on the next payment date therefor. The amounts remaining on deposit in the Sinking Fund on the day following the respective interest or principal payment may be withdrawn by the County and applied for other County purposes. In no event shall any moneys remain on deposit in the Sinking Fund for a period greater than 13 months. Amounts on deposit in the Sinking Fund may be invested and reinvested by the County in Authorized Investments maturing or redeemable at the option of the County not later than the date such amounts are needed for the payments required hereunder. The designation of the Sinking Fund by this Agreement shall not be construed to require the establishment of any completely independent, self -balancing funds, as such term is ce_nrncnly used and defined in governmental accounting, but is intended solely to constitute an earmarking of certain moneys and investments for certain purposes and to establish certain priorities for application of such moneys and investments as herein provided. The moneys and investments required to be accounted for in the foregoing frond established herein may be deposited in a single fund or account, provided that adequate accounting records are maintained to reflect the allocation of the moneys and investments on deposit therein into the fund established hereunder and to control the restricted uses of such moneys and investments for the various purposes as herein provided. The County shall not be required to make any further payments into the Sinking Fund when the aggregate amount of money and Authorized Investments in said Fund is at least equal to the total principal of and interest on the Series 2016 Note then outstanding, D. Issuance of Other Obligations. Except for the Series 2016 Note, the County will not issue any other obligations payable from the Non -Ad Valorem Revenues nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge against the Non -Ad Valorem Revenues, or any part thereof, except as set out below. No additional indebtedness payable from or secured by Non -Ad Valorem Revenues shall be issued by. the County unless the actual receipts of Total Governmental Funds of the County (as specified in the County's audited financial statements) for the prior Fiscal Year, less ad valcrern revenues, less Non -Ad Valorem Revenues from Total Governmental Funds pledged to secure Senior Debt, and less the amount required to pay for Essential Services of the County for -8- the prior Fiscal Year equal at least 150% of the Maximum Debt Service Requirement on all Debt payable from such Non -Ad Valorem Revenues. "Debt" is defined as on any date (without duplication) all of the following to the extent that they are general obligations of the County or axe payable in whole or in part from Non -Ad Valorem Revenues, (i) all obligations of the County for borrowed money evidenced by bonds, debentures, or other similar instruments; (ii) all obligations of the County to pay the deferred purchase price of property or sev,,ices, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (iii) all obligations of the County as lessee under capitalized leases; and (iv) all indebtedness of other Persons to the extent guaranteed by, or secured by Non -Ad Valorem Revenues of the County. For purposes of this covenant, "Essential Services" are those services identified by the County in its annual audit as general government and public safety expenditures from Total Governmental Funds, less expenditures paid from ad valorem revenues. SECTION 11. APPLICATION OF SERIES 2016 NOTE PROCEEDS. The proceeds of the Series 2016 Note shall first be applied by the County to pay the costs of preparation and issuance of the Series 2016 Note and thereafter shall be deposited by the County, together with other available funds, to pay the Refunded Bonds in full as of the date hereof, SECTION 12. CONDITIONS PRECEDENT. The obligation of the Lender to make the disbursement of proceeds is subject to the satisfaction of each of the following conditions precedent on or before the closing date: A. Action. The Lender shall have received copies of all action taken by the County apprcving the execution and delivery by the County of this Agreement and the financing doc,w.ients to which the County is a party, in each case certified as complete and correct as of the closing date. B. Incumbency of Officers. The Lender shall have received an incumbency certificate of t> e County in respect of each of the officers who is authorized to sign this Agreement and the finalwing documents to which it is a party on behalf of the County. C. Opinion of Counsel to the County. The Lender shall have received a written opinicn of counsel to the County covering matters relating to the transactions contemplated by this Agreement and the financing documents, in form and substance satisfactory to the Lender. D. Opinion of Bond Counsel. The Lender shall have received an opinion from band counsel in respect. of the Series 2016 Note, in form and substance satisfactory to the Lender. The opinion small, at a minimum, address (i) the enforceability of the Resolution and this Agreen�. ent, and (ii) that this Loan Agreement and the Series 2016 Note create a valid lien on the Pledged Funds and the Non -Ad Valorem Revenues budgeted, appropriated and deposited in the Sinking Fund in accordance with their terms. E. No Event of Default, Etc. No Event of Default shall have occurred and be continuing as of the closing date or will result from the execution and delivery of this Agreement; the representations and warranties made by the County shall be true and correct in X11 all material respects on and as of the closing date, as if made on and as of such date; and the Lender shall have received a certificate from the County to the foregoing effect. F. Other Documents. The Lender shall have received such other documents, certificates and opinions as the Lender or its counsel shall have reasonably requested. SECTION 13. REPRESENTATIONS AND WARRANTIES. The County represents and warrants to the Lender that: A. Organization. The County is a political subdivision of the State of Florida. B. Authorization of Ajreement and Related Documents, The County has the power and has taken all necessary action to authorize the execution, delivery and performance of the County's obligations under this Agreement and each of the financing documents to which it is a party in accordance with its respective terms. This Agreement has been duly executed and delivered by the County and is, and each of the financing documents to which it is a party when executed and delivered will be, legal, valid and binding obligations of the County enforceable against the County in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization or moratorium applicable to the County and general equitable principles regarding the availability of specific performance. C. Non -Ad Valorem Revenues. The County currently receives the Non -Ad Valorem Revenues, and is legally entitled to covenant to budget and appropriate from such Non -Ad Valorem Revenues sufficient amounts in each Fiscal Year to pay the principal of and interest on the Series 2016 Note, when due, subject to any prior Iiens or encumbrances on such Non -Ad Valorem Revenues, whether now existing or hereafter created. The Non -Ad Valorem Revenues are estimated to be sufficient to pay the principal of and interest on the Series 2016 Note as the same becornes due and to :Hake all other payments required to be made from such Non -Ad Valorem Revenues by the terms of this Agreement or other instruments to which the County is a party or pursuant to which all or any portion of the Non -Ad Valorem Revenues may be obligated. D. Financial Statements. The financial statements of the County for the year ended September 30, 2015, copies of which have been furnished to the Lender, have been prepared in accordance with generally accepted accounting principles and present fairly the financial condition of the County as of such date and the results of its operations for the period then ended. Since such date, there has been no material adverse change in the financial condition, revenues (including, without limitation, the Non -Ad Valorem Revenues), properties or operations of the County. SECTION 14. NOTICES. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified snail, postage prepaid, to the parties at the following addresses: HIM County: St. Lucie County, Florida 2300 Virginia Avenue Fort Pierce, FL 34982 Attention: Finance Director Lender: JPMorgan Chase Bank, N.A. 450 S. Orange Avenue, Suite 1000 Orlando, FL 32801 Attention: Anthony Jay Robinson, Authorized Officer Either of the above parties may, by notice in writing given to the other, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Communication to the Lender via telecopier shall be confirmed by delivery of a hard copy thereof to the Lender not later than two Business Days after such communication by telecopier. Notices to the Paying Agent shall be effective only upon the receipt thereof by the Paying Agent. SECTION 15. EVENTS OF DEFAULT DEFINED. The following shall be "Events of Default" under this Agreement and the term "Events of Default" shall :Wean (except where the context clearly indicates otherwise), wherever such term is used in this Agreement, any one or more of the following events: A. Failure by the County to timely pay any amount due hereunder; . B. Failure by the County to . observe and perform any covenant, condition or agreement on its part to be observed or performed under this Agreement for a period of 30 days after written notice, except to the extent some other grace period shall be provided in regard to a covenant, specifying such failure and requesting that it be remedied, is given to the County by the Lender, unless the Lender shall agree in writing to an extension of such time prior to its expiration; C. Any warranty, representation or other statement by the County or by an officer or agent of the County contained in this Agreement or in any instrument furnished in compliance with or in reference to this Agreement is false or misleading in any material adverse respect; D. A ;petition is filed against the County under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and an order for relief is entered or such petision is not dismissed within 60 days of such filing; E. The County files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under such law; F. The County admits insolvency or bankruptcy or its inability to pay its debts as they become due or is generally not paying its debts as such debts become due, or becomes -11- insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (including without limitation a receiver, liquidator or trustee) of the County or any of its property is appointed by court order or takes possession thereof and such order remains in effect or such possession continues for more than 60 days; or G. Any debt of or assumed by the County (i) is not paid when due nor within any applicable grace period in any agreement or instrument relating to such debt, (ii) becomes due and payable before its normal maturity by reason of a default or event of default, however described, or (iii) becomes subject to a moratorium. SECTION 16. REMEDIES. The Lender may sue to protect and enforce any and all rights, including the right to the appointment of a receiver, existing under the laws of the State of Florida, of the United States of America, or granted and contained in this Agreement, and to enforce and compel the performance of all duties required by this Agreement or by any applicable laws to be performed by the County, the Board or by any officer thereof, and may take all steps to enforce this Agreement to the full extent permitted or authorized by the laws of the State of Florida or the United States of America. Notwithstanding the foregoing, the declaration of all payments of principal of and interest on the Series 2016 Note to be -immediately due and payable is not a remedy except upon the occurrence of an Evert of Default described in Section 15(A) hereof. SECTION 17. NO RECOURSE. No recourse shall be had for the payment of the principal of and interest on the Series 2016 Note or for any claim based on the Series 2016 Note or on this Agreement, against any present or former member or officer of the Board or any person executing the Series 2016 Note. SECTION 18. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. In any case where the date for making any payment or the last date for performance of any act or the exercise of any right, as provided in this Agreement, shall be other than a Business Day, then such payment or performance shall be made on the succeeding Business Day with the same force and effect as if done on the nominal date provided in this Agreement. SECTION 19. DEFAULT RATE. Upon the occurrence of any Event of Default, commencing from the date of such Event of Default until such Default is remedied or the amounts due hereunder are paid in full, the Series 2016 Note shall bear interest at the Default Rate. The Default Rate shall be equal to the Base Rate, plus 4% per annum, not to exceed the maximum rate permitted by law. The Base Rate shall be equal to the higher of (i) the Prime Rate or (ii) the Adjusted One Month LIBOR Rate. The Adjusted One Month LIBOR Rate is defined as the sum of 2.50% plus the quotient of (a) the LIBOR Rate on the immediately preceding business day for dollar deposits with a maturity equal to one-month, divided by (b) one minus the reserve requirement applicable to dollar deposits in the London interbank market with a maturity equal to one month. Anything provided in this Loan Agreement or in the Series 2016 Note to the contrary notwithstanding, in no event shall the Series 2016 Note bear interest in excess of the maximum rate permitted by law (the "Maximum Rate"). In the event the interest rate on the Series 2016 -12- Note exceeds the Maximum Rate, the Series 2016 Note- shall continue to bear interest at the Maximum Rate regardless of the reduction of the interest rate on the Series 2016 Note to a rate less than the Maximum Rate until such time as interest shall accrue on the Series 2016 Note in an amount (the "Excess Interest") that would have accrued thereon had the interest rate on the Series 2016 Note not been limited by the Maximum Rate. Upon the final Maturity Date, in consideration for the limitation of the rate of interest otherwise payable on the Series 2016 Note, the County shall pay to the Registered Owner of the Series 2016 Note a fee equal to the amount of the unpaid amount of all unpaid deferred Excess Interest. SECTION 20. DEFEASANCE. If, at any time, the County shall have paid, or shall have made provision for payment of, the principal and interest with respect to the Series 2016 Note and all costs and expenses of the Lender payable under this Agreement, then, and in that event, the pledge of and lien on the Pledged Funds in favor of the Lender shall be no longer in effect and the County shall have no further obligation to comply with the covenants contained in Section 10 hereof. For purposes of the preceding sentence, deposit of Federal Securities in irrevocable trust with a banking institution or trust company, for the sole benefit of the Series 2016 Note, with respect to which Federal Securities the principal of and interest will be sufficient to make timely payment of the principal and interest on the Series 2016 Note, shall be considered 11provision for payment." SECTION 21. WAIVER OF JURY TRIAL. With respect to any suit or action between the County and the Lender relating to the Series 2016 Note or this Agreement or any other aspect of the transaction between the County and the Lender, the County and the Lender each, to the fullest extent permitted by law, expressly waives any right to a jury trial, and agrees that the exclusive venue for any such suit or action shall be St. Lucie County, Florida. SECTION 22. AMENDMENTS,. CHANGES AND MODIFICATIONS. This Agreement may be amended by the County, with the prior written consent of the Lender. SECTION 23. BINDING EFFECT. To the extent provided herein, this Agreement shall be binding upon the County and the Lender and shall inure to the benefit of the County and the Lender and their respective successors and assigns. SECTION 24. SEVERABILITY. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalid.ate or render unenforceable any other provision hereof. SECTION 25. EXECUTION IN COUNTERPARTS. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall const=itute but one and the same instrument. SECTION 26. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State. -13- IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. ATTEST: J ST. LUCIE COUNTY, FLORIDA ; /1Z Chairman, oard of nt ommissioners JPMORGAN CHASE BANK, N.A. -14- Anthony Jay Robinson Authorized Officer IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. ATTEST: Clerk ST. LUCIE COUNTY, FLORIDA Chairman, Board of County Commissioners JPMORGAN CHASE BANK, N.A. By. - Anthony Jay Robinson Authorized Officer -15- No. R-1 EXHIBIT A FORM OF SERIES 2016 NOTE UNITED STATES OF AMERICA STATE OF FLORIDA ST. LUCIE COUNTY, FLORIDA TAXABLE CAPITAL IMPROVEMENT REVENUE REFUNDING NOTE, SERIES 2016B RATE OF INTEREST MATURITY DATE DATE OF ISSUE 3.030% REGISTERED O NNINER; PRINCIPAL AMOUNT: November 1, 2023 JPMorgan Chase Bank, N.A. FOUR MILLION EIGHT THOUSAND DOLLARS December 22, 2016 HUNDRED THIRTY-TWO KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida (the "County"), for value received, hereby promises to pay to the Registered Owner on the Maturity Date specified above the principal amount then outstanding pursuant to the terms of that certain Loan Agreement dated as of December 22, 2016 between the County and the Registered Owner (the "Agreement"), plus interest thereon from the Date of Issue set forth above to the date of payment thereof, at the Stated Rate until payment of the Principal. Amount above stated, such interest to be calculated on a 360 -day year comprised of twelve 30 -day months. This Series 2016 Note shall bear interest at a fixed rate of interest equal to 3.030%. Interest on this Series 2016 Note shall be payable on each May 1 and November 1, commencing May 1, 2017 and at the maturity of this Series 2016 Note. Principal due on this Series 2016 Note shall be paid each November 1, commencing November 1, 2017, in the amounts set forth below: Year (November 1) Amount 2017 $650,000 2018 548,000 2019 666,000 2020 684,000 2021 708,000 2022 726,000 2023 750,000 Upon and during the occurrence of an. Event of Default this Series 2016 Note shall bear interest at the default rate set forth in Section 19 of the Agreement. A-1 Pursuant to the Agreement, the County agrees that if the County prepays all or any portion of the principal balance of this Series 2016 Note prior to November 1, 2023 (whether by acceleration, mandatory redemption (excluding scheduled amortization), prepayment or otherwise) the County agrees to pay the Registered Owner, in addition to all accrued and unpaid interest on the principal amount prepaid, on the date of prepayment (as liquidated damages and not as a penalty), a prepayment charge equal to the sum of the differences between (a) each scheduled interest payment which would have been made on the prepaid amount if such prepayment had not occurred and (b) the corresponding fixed-rate interest payment which would be received under an interest rate swap which the Registered Owner shall be deemed to have entered into as of the date of such prepayment (the "Replacement Swap") covering its payment obligations under an interest rate swap which the Registered Owner shall be deemed to have entered into when the prepaid amount was originally funded, with each such difference discounted to a present value as of the date of prepayment using the fixed interest rate of the Replacement Swap as the applicable discount rate. The County acknowledges that the R:.gistered Owner might not fund or hedge its fixed rate loan portfolio or any prepayment thereof on a loan -by -loan basis at all times, and agrees that the foregoing is a reasonable and appropriate method of calculating liquidated damages for any prepayment irrespective of whether any of the foregoing hedging transactions have in fact occurred or occurred precisely as stated with respect to the loan evidenced by this Series 2016 Note. All calculations and determinations by the Registered Owner of the amounts payable pursuant to the preceding provisions or of any element thereof, if made in accordance with its then .standard procedures for so calculating or determining such amounts; shall be conclusive absent manifest arithmetic error. If the Registered Owner accelerates this Series 2016 Note following default as permitted by the Agreement, any subsequent tender by or on behalf of the County of full payment of this Series 2016 Note is conclusively agreed to invoke the prepayment charge provisions of this Series 2016 Note. The payment will be deemed a voluntary prepayment and will be accompanied. by payment of the prepayment charge as described above. The County shall provide the Registered Owner five (5) Business Days' prior written notice prior to any prepayment of this Series 2016 Note. This Series 2016 Note is issued under the authority of Section 125.01, et seq., Florida Statutes, as amended, and other applicable provisions of law, and pursuant and subject to the terms and conditions of Resolution No. 16-235, duly adopted by the Board of County Commissioners of the County on December 20, 2016 (the "Resolution") and the Agreement, to which reference should be made to ascertain those terms and conditions. Subject to the limitations and restriction set forth in the Agreement, the County has ccver±anted in the Agreement to budget and appropriate in each Fiscal Year while this Series 2016 Note is outstanding sufficient amounts, from legally available Non -Ad Valorem Revenues, to pay the principal of and interest on this Series 2016 Note during such Fiscal Year, as more particularly provided in the Agreement. . This Series 2016 Note shall not constitute a general obligation or indebtedness of the County, and the Registered Owner shall never have the right to require or compel the levy of taxes on any property of or in the County for the payment of the principal of and interest on this A-2 Series 2016 Note. This Series 2016 Note shall not constitute a lien upon the project refinanced with the Refunded Bonds (as defined in the Agreement), or upon any property of or in the County, but shall be payable solely from the Pledged Funds in the manner provided in the Agreement. Reference is made to the Agreement for the provisions relating to the security for payment of this Series 2016 Note and the duties and.obligations of the County hereunder. It is hereby certified and recited that all acts, conditions and things required by the Constitution and laws of the State of Florida to happen, exist and be performed precedent to and in the issuance of this Series 2016 Note, have happened, exist and have been performed in regular and due form and time as so required. (Remainder of page intentionally left blank) A-3 IN WITNESS WHEREOF, St. Lucie County, Florida, has caused this Series 2016 Note to be executed by the Chairman of its Board of County Commissioners, and attested by its Clerk, either manually or with their facsimile signatures, and its seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, and this Series 2016 Note to be dated December 22, 2016. ATTEST: Clerk A-4 ST. LUCIE COUN'T'Y, FLORIDA Chairman, Board of County Commissioners The following abbreviations, when used in the inscription on the face of the within, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common JT TEN - as joint tenants with right of survivorship TEN ENT - as tenants by the entireties and not as tenants in common UNIF GIF MIN ACT - UNIF TRANS MIN ACT - _ (Cost.) Custodian for Custodian for under Uniform Gifts to Minoru.nder Uniform Transfers to Minors Act of Minors Act of (Minor) (State) Additional abbreviations may also be used though not in the list above. A-5 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to PLEASE INSERT NAME, ADDRESS AND SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE the within Series 2016 Note and does hereby irrevocably constitute and appoint as his agent to transfer this Series 2016 Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. (Authorized Officer) W, NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Series 2016 Note in every particular, without alteration or enlargement or change whatever, and the Social Security or other identifying number of such assignee must be supplied.