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HomeMy WebLinkAbout17-113RESOLUTION NO. 17-113 A RESOLUTION OF THE ST. LUCIE COUNTY BOARD OF COUNTY COMMISSIONERS AUTHORIZING ISSUANCE OF THE ST. LUCIE COUNTY, FLORIDA SPECIAL ASSESSMENT REVENUE BOND, SERIES 2017 (FRA MAR/WAGNER MSBU PROJECT) IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $283,000 FOR THE PURPOSE OF FINANCING, REFINANCING AND/OR REIMBURSING THE COST OF POTABLE WATER AND FIRE PROTECTION IMPROVEMENTS TO SERVE THE REAL PROPERTY COMPRISING THE FRA MAR/WAGNER MUNICIPAL SERVICES BENEFIT UNIT; PROVIDING THAT SUCH BOND SHALL BE A LIMITED OBLIGATION OF THE COUNTY PAYABLE FROM AND SECURED SOLELY BY CERTAIN SPECIAL ASSESSMENTS AS DESCRIBED HEREIN; PROVIDING FOR THE RIGHTS, SECURITIES AND REMEDIES FOR THE OWNER OF SUCH BOND; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY AS FOLLOWS: SECTION 1. AUTHORITY. This Resolution is adopted pursuant to the provisions of the Constitution of the State of Florida, Chapter 125, Florida Statutes, the Assessment Ordinance and other applicable provisions of law. SECTION 2. DEFINITIONS. The following words and phrases shall have the following meanings when used herein: "Act" means the Constitution of the State of Florida, Chapter 125 Florida Statutes, the Assessment Ordinance, and other applicable provisions of law. "Assessment Ordinance" means Article IV of Chapter 40 of the County Code of Ordinances, as may be amended from time to time, or its successor in function. "Assessment Resolution" means Resolution No. 2017-11 adopted by the Board on January 24, 2017, as amended and supplemented from time to time, and as particularly supplemented by Resolution No. 2017-57 adopted by the Board on April 4, 2017. "Assessments" means special assessments (sometimes characterized as non -ad valorem assessments) imposed by the Issuer against the real property comprising the Fra Mar/Wagner MSBU to fund the costs of the Project and related expenses, computed in the manner described in the Assessment Resolution. "Board" means the Board of County Commissioners of St. Lucie County, Florida, the governing body of the Issuer. 10 "Bond" means the St. Lucie County, Florida Special Assessment Revenue Bond, Series 2017 (Fra Mar/Wagner MSBU Project) of the Issuer authorized by Section 4 hereof. "Bond Counsel" means, for purposes of the Bond, Bryant Miller Olive P.A., or another nationally recognized bond counsel firm appointed by the Issuer. "Business Day" means any day except any Saturday or Sunday or day on which the Principal Office of the Original Purchaser is closed. "Chair" means the Chairman or Chairwoman of the Issuer, or in his or her absence or inability to act, the Vice Chairman or Vice Chairwoman of the Issuer. "County Administrator" means the duly appointed and acting County Administrator of the Issuer, or any duly authorized deputy or assistant County Administrator of the Issuer. "County Attorney" means the duly appointed and acting County Attorney of the Issuer or any duly authorized deputy thereof. "County Clerk" means the duly elected County Clerk or any duly authorized deputy or assistant thereof. "Code" means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto. "Debt Service Fund" shall mean the Debt Service Fund established in Section 9 hereof. "Federal Securities" shall mean direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which are not redeemable prior to maturity at the option of the obligor. "Fra Mar/Wagner MSBU" means the Fra Mar/Wagner Municipal Services Benefit Unit established by the Assessment Resolution. "Issuer" or "County" means St. Lucie County, Florida. "Maturity Date" means July 1, 2027. "Original Purchaser" means Pinnacle Public Finance, Inc., the original purchaser of the Bond, and its successor or assigns. "Owner" or "Holder" means the Person in whose name or names the Bond shall be registered on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution. "Person" means natural persons, firms, trusts, estates, associations, corporations, 2 partnerships and public bodies. "Pledged Revenues" means (i) the Assessments, and (ii) any moneys on deposit in the Debt Service Fund and the Project Fund established herein, including investment earnings on moneys on deposit in such funds, if any. "Principal Office" means, with respect to the Original Purchaser, the office located at 8377 E. Hartford Drive, Suite 115, Scottsdale, Arizona 85255 or such other office of Owner, as the Original Purchaser may designate to the Issuer in writing. "Project" means the potable water and fire protection improvements financed through issuance of the Bond which will serve and specially benefit the real property comprising the Fra Mar/Wagner MSBU. "Project Costs" means all costs associated with design, acquisition, construction and financing of the Project, including reimbursements to the Issuer, if any. It is intended that this definition be broadly construed to encompass all costs, expenses and liabilities of the Issuer which on the date of this Resolution or in the future shall be permitted to be funded with the proceeds of the Bond. "Project Fund" shall mean the Project Fund established in Section 9 herein. "Refunding Obligations" means any bonds, note or other debt obligations issued to refund and/or refinance all or a portion of the principal balance of the Bond. "Resolution" means this Resolution pursuant to which the Bond is authorized to be issued, including any Supplemental Resolution(s) adopted pursuant to Section 12 hereof. "State" means the State of Florida. "Supplemental Resolution" means any resolution amendatory or supplemental to this Resolution adopted by the Issuer in accordance with Section 12 hereof. SECTION 3. FINDINGS. (A) For the benefit of its inhabitants, the Issuer finds, determines and declares that it is necessary for the continued preservation of the health, welfare, convenience and safety of the Issuer, its inhabitants and the owners of real property located in the Fra Mar/Wagner MSBU, and in the public interest to provide for the financing, refinancing and/or reimbursing of the Project Costs through the issuance of the Bond. Issuance of the Bond to finance, refinance or reimburse such Project Costs satisfies a paramount public purpose. (B) Debt service on the Bond will be payable from and secured solely by the Pledged Revenues. (C) The issuance of the Bond to provide for the financing of the Project and the 3 pledge of the Assessments to repayment of the Bond are authorized by the Act and by Section 40-103(e) of the Assessment Ordinance. (D) The Issuer has received an offer from the Original Purchaser to purchase the Bond, and the Issuer desires to accept such offer. (E) In consideration of the purchase and acceptance of the Bond authorized to be issued hereunder by those who shall be the Owner thereof from time to time, this Resolution shall constitute a contract between the Issuer and the Owner. SECTION 4. AUTHORIZATION OF PROJECT AND BOND. (A) There is hereby authorized the design, permitting, acquisition and construction of the Project. (B) Subject and pursuant to the provisions of this Resolution, an obligation of the Issuer to be known as St. Lucie County, Florida Special Assessment Revenue Bond, Series 2017 (Fra Mar/Wagner MSBU Project) is hereby authorized to be issued under and secured by this Resolution, in the principal amount of not to exceed $283,000, maturing on the Maturity Date, for the purpose of financing, refinancing and/or reimbursing the Project Costs, including the costs of issuing the Bond. (C) Because of the characteristics of the Bond, prevailing market conditions, and additional savings to be realized from an expeditious sale of the Bond, it is in the best interest of the Issuer to accept the anticipated offer of the Original Purchaser to purchase the Bond at a private negotiated sale. Prior to the issuance of the Bond, the Issuer shall receive a Purchaser's Certificate from the Original Purchaser in substantially the form attached hereto as Exhibit B and a Disclosure Letter from the Original Purchaser containing the information required by Section 218.385, Florida Statutes, in substantially form attached hereto as Exhibit C. SECTION 5. DESCRIPTION OF BOND. The Bond shall be dated the date of its delivery, which shall be a date agreed upon by the Issuer and the Original Purchaser, subject to the following terms: (a) Interest Rate. The Bond shall have a fixed interest rate equal to 2.60% per annum (subject to adjustment as described below, the "Interest Rate"), calculated on a 30/360 day count basis; provided, however, that such Interest Rate shall in no event exceed the maximum interest rate permitted by law. (b) Determination of Taxability. In the event of a Determination of Taxability, then the Issuer shall pay to the Holder within 30 days after the Taxable Date, the amount which, with respect to interest on the Bond previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the interest on the Bond due and through the Taxable Date) that are imposed on the interest on the Bond or the Holder as a result of the loss of the exclusion, will restore the Holder the same after-tax yield 4 on the Bond that it would have realized had the exclusion not been lost. Additionally, subject to such Determination of Taxability, the Issuer agrees that commencing on the Taxable Date, interest shall accrue on the Bond at the rate of 4.00% per annum. As used herein, "Determination of Taxability" shall mean either of the following (solely due to due to any action or omission of the Issuer and not due to a subsequent change in law): (1) the receipt by the Issuer or Holder of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency or other written correspondence from the Internal Revenue Service to the effect that the interest on the Bond is includable in the gross income of the Holder thereof; or (2) the issuance of any public or private ruling of the Internal Revenue Service that the interest on the Bond is includable in the gross income of the Holder thereof. The term "Taxable Date" shall mean the date of the notice, correspondence or ruling of the Internal Revenue Service. (c) Principal and Interest Payment Dates. Interest on the Bond shall be paid semi-annually, on each July 1 and January 1 until maturity, commencing on January 1, 2018 and thereafter until the Maturity Date. Principal on the Bond shall amortize on July I of the years and in the amounts to be set forth in Bond, commencing on July 1, 2018; provided, however, the final maturity of the Bond shall be the Maturity Date. (d) The Bond shall be subject to prepayment prior to maturity at the option of the Issuer in the manner as provided in the Bond. (e) The Bond is to be in substantially the form set forth in Exhibit A attached hereto, together with such non -material changes as shall be approved by the Chair, such approval to be conclusively evidenced by the execution thereof by the Chair. The Bond shall be executed on behalf of the Issuer with the manual signature of the Chair and the official seal of the Issuer, and be attested and countersigned with the manual signature of the Clerk, to be approved as to form by the County Attorney. In case any one or more of the officers who shall have signed or sealed the Bond shall cease to be such officer of the Issuer before the Bond so signed and sealed has been actually sold and delivered, such Bond may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bond had not ceased to hold such office. The Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bond shall hold the proper office of the Issuer, although, at the date of such Bond, such person may not have held such office or may not have been so authorized. SECTION 6. REGISTRATION AND EXCHANGE OF THE BOND; PERSONS TREATED AS OWNER. The Bond is to be initially registered to the Original Purchaser. So long as the Bond shall remain unpaid, the Issuer will keep books for the registration and transfer of the Bond. The Bond shall be transferable in whole and only upon such registration books and only in accordance with the limitations contained in the Bond. The Person in whose name the Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on the Bond 5 shall be made only to or upon the written order of the Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. SECTION 7. PAYMENT OF PRINCIPAL AND INTEREST; LIMITED OBLIGATION. The Issuer promises that it will promptly pay the principal of and interest on the Bond at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof. The Bond shall not be or constitute a general obligation or indebtedness of the Issuer as a "bond" within the meaning of Article VII, Section 12 of the Constitution of Florida, but shall be payable from and secured solely by the Pledged Revenues in accordance with the terms hereof. No Holder of the Bond issued hereunder shall ever have the right to compel the exercise of any ad valorem taxing power or the use of ad valorem tax revenues to pay such Bond, or be entitled to payment of such Bond from any funds of the Issuer except from the Pledged Revenues as described herein. SECTION 8. PLEDGED REVENUES; REFUNDING OBLIGATIONS. (A) The Issuer hereby pledges the Pledged Revenues to the payment of amounts due on the Bond. (B) The Issuer shall take such actions and adopt such resolutions as may be necessary to provide for collection of the Assessments each year until such time as the Bond and any interest due thereupon shall have been paid in full. (C) For so long as the Bond shall be unpaid, except with the written consent of the Owner of the Bond, the Issuer will not issue any other obligations or incur any other indebtedness payable from the Pledged Revenues, except for Refunding Obligations which may be payable from the Pledged Revenues on a parity basis if the combined annual debt service for the Bond and the Refunding Obligations is less than the annual debt service which would have been paid on the Bond had the Refunding Obligations not been issued. SECTION 9. DEBT SERVICE FUND; PROJECT FUND. (A) Debt Service Fund. There is hereby created an account to be known as the "St. Lucie County, Florida Special Assessment Revenue Bond, Series 2017 (Fra Mar/Wagner MSBU Project) Debt Service Fund" (the "Debt Service Fund"). The Debt Service Fund shall be held by a depository in the State which is eligible under the Iaws of the State to receive public funds. (1) Upon receipt, the Issuer shall deposit all proceeds of the Assessments (including Assessment prepayments), after payment of any collection costs and administration costs associated therewith (whether imposed by the Tax Collector, Property Appraiser, or otherwise), into the Debt Service Fund. (2) Moneys on deposit in the Debt Service Fund shall be used solely to pay the principal of and interest on the Bond as it becomes due. 0 (B) Project Fund. There is hereby created an account to be known as the "St. Lucie County, Florida Special Assessment Revenue Bond, Series 2017 (Fra Mar/Wagner MSBU Project) Project Fund" (the "Project Fund"). The Project Fund shall be held by a depository in the State which is eligible under the laws of the State to receive public funds. (1) Moneys on deposit in the Project Fund shall be used solely to finance, refinance and/or reimburse Project Costs, including the costs of issuing the Bond. (2) When the acquisition of the Project has been completed and all Project Costs and costs of issuance have been paid in full, all funds remaining in the Project Fund shall be transferred to the Debt Service Fund and used to pay debt service on the Bond. (C) All moneys deposited in the funds and accounts established hereunder shall be and constitute trust funds created for the purposes herein stated, and there is hereby created a lien upon such funds in favor of the Holders of the Bond until the moneys therein shall have been applied in accordance with this Resolution. SECTION 10. APPLICATION OF PROCEEDS OF BOND. At the time of delivery of the Bond herein authorized, all of the proceeds from the sale of the Bond shall be used as follows: (A) An amount equal to $24,000.00 shall be used to pay the costs of issuance associated with the Bond. (B) The remaining proceeds of the Bond shall be deposited into the Project Fund. SECTION 11. TAX COVENANT. The Issuer covenants to the Holder of the Bond provided for in this Resolution that the Issuer will not make any use of the proceeds of the Bond at any time during the term of the Bond which, if such use had been reasonably expected on the date the Bond was issued, would have caused such Bond to be an "arbitrage bond" within the meaning of the Code. The Issuer will comply with the requirements of the Code and any valid and applicable rules and regulations promulgated thereunder necessary to ensure the exclusion of interest on the Bond from the gross income of the Holders thereof for purposes of federal income taxation. SECTION 12. AMENDMENT. Prior to the issuance of the Bond, this Resolution can be modified or amended at any time without limitation pursuant to Supplemental Resolution. Thereafter, this Resolution, or any Supplemental Resolution relating hereto, shall not be modified or amended in any respect pursuant to Supplemental Resolution except with the written consent of the Owner of the Bond. SECTION 13. LIMITATION OF RIGHTS. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Bond are intended or shall be construed to give to any Person other than the Issuer and the Owner any legal or equitable right, remedy or claim under or with respect to this 7 Resolution or any covenants, conditions and provisions herein contained; this Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Owner. SECTION 14. BOND MUTILATED, DESTROYED, STOLEN OR LOST. In case the Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Bond, or in lieu of and in substitution for the Bond destroyed, stolen or lost and upon the Owner furnishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the Issuer and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. The Bond so surrendered shall be canceled. SECTION 15. IMPAIRMENT OF CONTRACT. The Issuer covenants with the Owner of the Bond that it will not, without the written consent of the Owner of the Bond, enact any ordinance or adopt any resolution which repeals, impairs or amends in any manner materially adverse to the Owner the rights granted to the Owner of the Bond hereunder. SECTION 16. DEFEASANCE. If, at any time, the Issuer shall have paid, or shall have made provision for payment of, the principal, interest and prepayment premium, if any and if applicable, with respect to the Bond herein authorized, then, and in that event, the lien on Pledged Revenues described herein in favor of the Owner of the Bond shall be no longer in effect. For purposes of the preceding sentence, deposit of sufficient cash and/or Federal Securities or bank certificates of deposit fully secured as to principal and interest by Federal Securities (or deposit of any other securities or investments which may be authorized by law from time to time and sufficient under such law to effect such a defeasance) in irrevocable trust with a banking institution or trust company, for the sole benefit of the Owner of the Bond in an aggregate principal amount which, together with interest to accrue thereon, will be sufficient in the opinion of an independent certified public accountant to make timely payment of the principal of and a prepayment premium, if any, and interest on the Bond in accordance with their terms, and any other expenses occasioned by escrow arrangements. Nothing herein shall be deemed to require the Issuer to prepay the Bond prior to maturity pursuant to any applicable optional prepayment provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. SECTION 17. EVENTS OF DEFAULT; REMEDIES OF OWNER. The following shall constitute Events of Default: (A) if the Issuer fails to snake any payment of principal of or interest on the Bond as the same becomes due and payable; (B) if the Issuer defaults in the performance or observance of any covenant or agreement contained in this Resolution or the Bond (other than as set forth in (a) above) and fails to cure the same within thirty (30) days; or 1.1 (C) filing of a petition by or against the Issuer relating to bankruptcy, reorganization, arrangement or readjustment of debt of the Issuer or for any other relief relating to the Issuer under the United States Bankruptcy Code, as amended, or any other insolvency act or law now or hereafter existing, or the involuntary appointment of a receiver or trustee for the Issuer, and the continuance of any such event for 90 days undismissed or undischarged. Upon the occurrence and during the continuation of any Event of Default, the Owner of the Bond may, in addition to any other remedies set forth in this Resolution or the Bond, either at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted or contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution, or by any applicable statutes to be performed by the Issuer or by any officer thereof. SECTION 18. BUDGET AND FINANCIAL INFORMATION. The Issuer shall provide the Owner with a copy of the Issuer's audited financial statements within 210 days of the close of the Issuer's fiscal year. The Issuer shall also provide the Owner with a copy of the Issuer's annual budget within 30 days of the adoption by the Issuer and such other financial information regarding the Issuer as the Owner may reasonably request. SECTION 19. SEVERABILITY. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other provision herein or render any other provision (or such provision in any other context) invalid, inoperative or unenforceable to any extent whatever. SECTION 20. BUSINESS DAYS. In any case where the due date of interest on or principal of a Bond is not a Business Day, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the Owner. SECTION 21. APPLICABLE PROVISIONS OF LAW. This Resolution shall be governed by and construed in accordance with the laws of the State. SECTION 22. RULES OF INTERPRETATION. Unless expressly indicated otherwise, references to sections or articles are to be construed as references to sections or articles of this instrument as originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Resolution and not solely to the particular portion in which any such word is used. SECTION 23. CAPTIONS. The captions and headings in this Resolution are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Resolution. 0 SECTION 24. BOARD MEMBERS EXEMPT FROM PERSONAL LIABILITY. No recourse under or upon any obligation, covenant or agreement of this Resolution or the Bond or for any claim based thereon or otherwise in respect thereof, shall be had against any Board members, officials or employees of the Issuer, past, present or future, either directly or through the Issuer, it being expressly understood (a) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the Board members, officials or employees of the Issuer, under or by reason of the obligations, covenants or agreements contained in this Resolution or implied therefrom, and (b) that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such Board member, as such, are waived and released as a condition of, and as a consideration for, the adoption of this Resolution and the issuance of the Bond, on the part of the Issuer. SECTION 25. AUTHORIZATIONS. The Chair and any member of the Board, the County Administrator, the County Attorney, the County Clerk and such other officials and employees of the Issuer as may be designated by the Issuer are each designated as agents of the Issuer in connection with the issuance and delivery of the Bond and are authorized and empowered, collectively or individually, to take all actions and steps and to execute all instruments, documents, and contracts on behalf of the Issuer that are necessary or desirable in connection with the validation, execution and delivery of the Bond, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution. SECTION 26. FEES AND EXPENSES. The Issuer agrees to pay the fees and expenses of the Original Purchaser on the date of issuance of the Bond. SECTION 27. REPEALER. Any resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. SECTION 28. NO THIRD PARTY BENEFICIARIES. Except such other persons as may be expressly described in this Resolution or in the Bond, nothing in this Resolution or in the Bond, expressed or implied, is intended or shall be construed to confer upon any person, other than the Issuer and the Owner, any right, remedy or claim, legal or equitable, under and by reason of this Resolution, or any provision thereof, or of the Bond, all provisions thereof being intended to be and being for the sole and exclusive benefit of the Issuer and the person who shall from time to time be the Owner. [Remainder of Page Intentionally Left Blank] 10 SECTION 29. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. AFTER MOTION AND SECOND, the vote on this Resolution was as follows: Chairman Chris Dzadovsky AYE Vice Chairman Tod Mowrey AYE Commissioner Linda Bartz AYE Commissioner Frannie Hutchinson AYE Commissioner Cathy Townsend AYE PASSED AND DULY ADOPTED this 16th day of May, 2017. BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA Chairman ATTEST: =T Deputy Clerk APPROVED AS TO FORM AND CORRECTNESS: County Attorney 11 EXHIBIT A FORM OF BOND ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A PURCHASER'S CERTIFICATE IN THE FORM ATTACHED TO THE RESOLUTION (HEREIN DEFINED). 2017 $ ST. LUCIE COUNTY, FLORIDA SPECIAL ASSESSMENT REVENUE BOND, SERIES 2017 (FRA MARfWAGNER MSBU PROJECT) KNOW ALL MEN BY THESE PRESENTS that St. Lucie County, Florida (the "Issuer"), a political subdivision of the State of Florida created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of Pinnacle Public Finance, Inc. or registered assigns (hereinafter, the "Owner"), the principal sum of $ , together with interest on the principal balance outstanding at the rate per annum of 2.60% (as the same may be adjusted as described herein) based upon a year of 360 days consisting of twelve 30 day months. Principal of and interest on this Bond are payable in lawful money of the United States of America at such place as the Owner may designate to the Issuer in writing. Interest shall be payable semi-annually to the Owner on each January 1 and July 1, commencing on January 1, 2018. Principal on this Bond shall amortize on July I of the following years: Payment Date: Primal Payment Amount: 2018 $ 2019 $ 2020 $ 2021 $ 2022 $ 2023 $ 2024 $ 2025 $ 2026 $ 2027 $ As described above, the final installment of the entire unpaid principal balance, together with all accrued and unpaid interest hereon, is due and payable on July 1, 2027. In the event of a Determination of Taxability, then the Issuer shall pay to the Owner within 30 days after the Taxable Date, the amount which, with respect to interest on this Bond previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the interest on this Bond due and through the Taxable Date) that are imposed on the interest on this Bond or the Owner as a result of the loss of the exclusion, will restore the Owner the same after-tax yield on this Bond that it would have realized had the exclusion not been lost. Additionally, subject to such Determination of Taxability, commencing on the Taxable Date, interest shall accrue on this Bond at the rate of 4.00% per annum. As used herein, "Determination of Taxability" shall mean either of the following (solely due to due to any action or omission of the Issuer and not due to a subsequent change in law): (1) the receipt by the Issuer or Owner of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency or other written correspondence from the Internal Revenue Service to the effect that the interest on this Bond is includable in the gross income of the Owner thereof; or (2) the issuance of any public or private ruling of the Internal Revenue Service that the interest on this Bond is includable in the gross income of the Owner thereof. The term "Taxable Date" shall mean the date of the notice, correspondence or ruling of the Internal Revenue Service. If any date for the payment of principal and interest hereon shall fall on a day which is not a Business Day (as defined in the Resolution (hereinafter defined)) the payment due on such date shall be due on the next succeeding day which is a Business Day, but the Issuer shall not receive credit for the payment until it is actually received by the Owner. All payments by the Issuer pursuant to this Bond shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to principal. This Bond shall be prepayable, in whole or in part, at the option of the Issuer on any scheduled interest payment date without penalty or premium; provided, however, in the event of a partial prepayment, the Owner may charge a $500 re -amortization fee. Any such re - amortization shall be reflected in an allonge to this Bond. THIS BOND DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE HOLDER OF THIS BOND THAT SUCH BONDHOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OR USE OF AD VALOREM TAXES OF THE ISSUER OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS BOND OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION. This Bond is issued pursuant to the Constitution of the State of Florida, Chapter 125, Florida Statutes, the Assessment Ordinance and Resolution No. 2017-_ adopted by the Board of the Issuer on May 16, 2017 (collectively, the "Resolution"), and is subject to all the terms and conditions of the Resolution. All terms, conditions and provisions of the Resolution including without limitation remedies upon the occurrence of an Event of Default are by this reference thereto incorporated herein as a part of this Bond. Payment of this Bond is secured solely by the Assessments and moneys on deposit in certain funds and accounts established by the Resolution. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. This Bond may be exchanged or transferred in whole by the Owner hereof but only upon the registration books maintained by the Issuer and in the manner provided in the Resolution. Notwithstanding anything herein or in the Resolution to the contrary, this Bond may only be transferred to affiliates of the then -current holder or to banks, insurance companies or other financial institutions and their affiliates (including participation arrangements with such entities), provided each of which executes a Purchaser's Certificate in substantially the form attached to the Resolution. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Bond is in full compliance with and does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, St. Lucie County, Florida has caused this Bond to be executed in its name by the manual signature of its Chair, attested and countersigned by the manual signature of its Clerk and approved as to form by the manual signature of the County Attorney, and its seal to be impressed hereon, all as of this day of 2017. ATTEST: Deputy Clerk [SEAL] BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA APPROVED AS TO FORM: County Attorney EXHIBIT B FORM OF PURCHASER'S CERTIFICATE This is to certify that Pinnacle Public Finance, Inc. (the "Purchaser") has not required St. Lucie County, Florida (the "Issuer") to deliver any offering document and has conducted its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of the Issuer in connection with the issuance of the $283,000 St. Lucie County, Florida Special Assessment Revenue Bond, Series 2017 (Fra Mar/Wagner MSBU Project) dated '2017 (the "Bond") and no inference should be drawn that the Purchaser, in the acceptance of said Bond, is relying on Bryant Miller Olive P.A., Bond Counsel or Daniel S. McIntyre, County Attorney, as to any such matters other than the legal opinions rendered by Bond Counsel and by the County Attorney. Any capitalized undefined terrains used herein not otherwise defined shall have the meaning set forth in Resolution No. 2017-_ adopted by the Board of County Commissioners of the Issuer on May 16, 2017, as amended and supplemented from time to time (the "Resolution"). We are aware that investment in the Bond involves various risks, that the Bond is not a general obligation of the Issuer or payable from ad valorem tax revenues, and that the payment of the Bond is secured solely from the sources described in the Resolution (the "Pledged Revenues"). We have made such independent investigation of the Pledged Revenues as we, in the exercise of sound business judgment, consider to be appropriate under the circumstances. In making our lending decision, we have relied upon the accuracy of information which has been provided to us by the Issuer. We have knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of our making the loan evidenced by the purchase of the Bond and can bear the economic risk of our purchase of the Bond. We acknowledge and understand that the Resolution is not being qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section 517.051(1), Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that neither the Issuer, Bond Counsel nor the County Attorney shall have any obligation to effect any such registration or qualification. We are not acting as a broker or other intermediary, and are purchasing the Bond as an investment for our own account and not with a present view to a resale or other distribution to the public. We understand that the Bond may be transferred in whole but not in part, and no CUSIP number will be assigned to the Bond. We are a bank, trust company, savings institution, insurance company, dealer, B-4 investment company, pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section 517.061(7), Florida Statutes. We are not purchasing the Bond for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. We are directly or indirectly controlled by Bank United, National Association, a national banking association. DATED this of 2017. Pinnacle Public Finance, Inc. By: Name: Cathleen D. Jimenez Its: Managing Director/Executive Vice President Im EXHIBIT C FORM OF DISCLOSURE LETTER The undersigned, as purchaser, proposes to negotiate with St. Lucie County, Florida (the "Issuer") for the private purchase of its $283,000 St. Lucie County, Florida, Special Assessment Revenue Bond, Series 2017 (Fra Mar/Wagner MSBU Project) dated '2017 (the "Bond"). Prior to the award of the Bond, the following information is hereby furnished to the Issuer: 1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred for services rendered to us (the "Lender") in connection with the issuance of the Bond (such fees and expenses to be paid by the Issuer): Legal Fees: Chapman and Cutler LLP $4,000 2. (a) No other fee, bonus or other compensation is estimated to be paid by the Lender in connection with the issuance of the Bond to any person not regularly employed or retained by the Lender (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Lender, as set forth in paragraph (1) above. (b) No person has entered into an understanding with the Lender, or to the knowledge of the Lender, with the Issuer, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Lender or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Bond. $0. 3. The amount of the underwriting spread expected to be realized by the Lender is 4. The management fee to be charged by the Lender is $0. S. Truth -in -Bonding Statement: This Bond is being issued primarily to finance, refinance and/or reimburse the cost of potable water and fire protection improvements to serve the real property comprising the Fra Mar/Wagner Municipal Services Benefit Unit. The Bond is expected to be repaid on July 1, 2027. At a fixed rate of 2.60%, total interest paid over the life of the Bond is estimated to be $ C-1 The Bond will be payable solely from Pledged Revenues as described in Resolution No. 2017-_ of the Issuer adopted on May 16, 2017, as amended and supplemented from time to time (the "Resolution"). See the Resolution for a definition of Pledged Revenues. Issuance of the Bond is estimated to result in a maximum of approximately $ of revenues of the Issuer not being available to finance the services of the Issuer any year during the life of the Bond. 6. The name and address of the Lender is as follows: Pinnacle Public Finance, Inc. 8377 E. Hartford Drive, Suite 115 Scottsdale, Arizona 85255 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on behalf of the Lender this day of 2017. Pinnacle Public Finance, Inc. By: Name: Cathleen D. Jimenez Its: Managing Director/Executive Vice President C-2