HomeMy WebLinkAbout17-110EXECUTION COPY
ST. LUCIE COUNTY, FLORIDA
NON -AD VALOREM REVENUE BONDS, SERIES 2017
BOND RESOLUTION
ADOPTED MAY 16i, 2017
TABLE OF CONTENTS
PAGE
ARTICLE I
GENERAL
SECTION 1.01. DEFINITIONS............................................................................................ 1
SECTION 1.02. AUTHORITY FOR RESOLUTION.......................................................... 7
SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT ..................................... 7
SECTION 1.04. FINDINGS.................................................................................................. 7
SECTION 1.05. AUTHORIZATION OF THE PROJECT ................................................... 8
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS
SECTION 2.01.
SECTION 2.02.
SECTION 2.03.
SECTION 2.04.
SECTION 2.05.
SECTION 2.06.
SECTION 2.07.
SECTION 2.08.
SECTION 2.09.
AUTHORIZATION AND DESCRIPTION OF BONDS .......................... 9
APPLICATION OF BOND PROCEEDS .................................................. 9
EXECUTION OF BONDS....................................................................... 10
AUTHENTICATION............................................................................... 10
TEMPORARYBONDS........................................................................... 10
BONDS MUTILATED, DESTROYED, STOLEN OR LOST ................ 10
INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER...... I 1
FULL BOOK ENTRY FOR BONDS ....................................................... 12
FORMOF BONDS................................................................................... 13
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. PRIVILEGE OF REDEMPTION ............................ . 22
SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED ..................................... 22
SECTION 3.03. NOTICE OF REDEMPTION................................................................... 22
SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS ......................................... 23
SECTION 3.05. PAYMENT OF REDEEMED BONDS .................................................... 23
ARTICLE IV
SECURITY; FUNDS; COVENANTS OF THE ISSUERS
SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER ............................ 24
SECTION 4.02. SECURITY FOR BONDS........................................................................ 24
SECTION 4.03. CONSTRUCTION FUND........................................................................ 24
SECTION 4.04. FUNDS AND ACCOUNTS..................................................................... 25
SECTION 4.05. FLOW OF FUNDS................................................................................... 25
SECTION 4.06. COVENANT TO BUDGET AND APPROPRIATE; PAYMENT
OFBONDS............................................................................................... 27
SECTION 4.07. REBATE FUND....................................................................................... 28
SECTION 4.08. ISSUANCE OF OTHER OBLIGATIONS ............................................... 28
SECTION 4.09. INVESTMENTS....................................................................................... 29
SECTION 4.10. SEPARATE ACCOUNTS........................................................................ 29
ARTICLE V
COVENANTS
SECTION 5.01. GENERAL............................................................................. .... 30
...............
SECTION 5.02. ANNUAL BUDGET................................................................................ 30
SECTION 5.03. ANNUAL AUDIT.................................................................................... 30
SECTION 5.04. FEDERAL INCOME TAXATION COVENANTS ................................. 30
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01.
EVENTS OF DEFAULT..........................................................................
31
SECTION 6.02.
REMEDIES...............................................................................................
31
SECTION 6.03.
DIRECTIONS TO TRUSTEE AS TO REMEDIAL
PROCEEDINGS.......................................................................................
32
SECTION 6.04.
REMEDIES CUMULATIVE...................................................................
32
SECTION 6.05.
WAIVER OF DEFAULT.........................................................................
32
SECTION 6.06.
APPLICATION OF MONEYS AFTER DEFAULT ...............................
32
SECTION 6.07.
CONTROL BY INSURER.......................................................................
33
SECTION 7.01
SECTION 7.02.
SECTION 7.03.
SECTION 8.01.
ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SUPPLEMENTAL RESOLUTION WITHOUT
BONDHOLDERS' CONSENT................................................................. 35
SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS'
AND INSURER'S CONSENT................................................................. 35
AMENDMENT WITH CONSENT OF INSURER ONLY ..................... 36
ARTICLE VIII
DEFEASANCE
DEFEASANCE..................................................................................
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. SALE OF BONDS..........................................................................
SECTION 9.02. OFFICIAL STATEMENT; CONTINUING DISCLOSURE
CERTIFICATE.............................................................................. .
SECTION 9.03. APPOINTMENT OF REGISTRAR AND PAYING AGENT.......
SECTION 9.04. PURCHASE OF BOND INSURANCE POLICY ..........................
SECTION 9.05. GENERAL AUTHORITY..............................................................
11
38
5i1
SECTION 9.06. SEVERABILITY OF INVALID PROVISIONS ...................................... 41
SECTION 9.07. REPEAL OF INCONSISTENT RESOLUTIONS ................................... 41
SECTION 9.48. EFFECTIVE DATE.................................................................................. 42
EXHIBIT A - FORM OF BOND PURCHASE CONTRACT
EXHIBIT B - FORM OF OFFICIAL STATEMENT
EXHIBIT C - FORM OF CONTINUING DISCLOSURE CERTIFICATE
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RESOLUTION 17-110
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST.
LUCIE COUNTY, FLORIDA AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $56,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF ST.
LUCIE COUNTY, FLORIDA NON -AD VALOREM REVENUE BONDS,
SERIES 2017, TO FINANCE CERTAIN IMPROVEMENTS TO THE
TRADITION FIELD SPORTS COMPLEX OWNED BY THE COUNTY;
PLEDGING THE COUNTY'S RECEIPTS PURSUANT TO THE SPRING
TRAINING PROGRAM AGREEMENT WITH THE FLORIDA
DEPARTMENT OF ECONOMIC OPPORTUNITY TO PAY DEBT SERVICE
ON THE BONDS; COVENANTING TO BUDGET AND APPROPRIATE
CERTAIN LEGALLY AVAILABLE NON -AD VALOREM REVENUES TO
PAY DEBT SERVICE ON THE BONDS; PROVIDING FOR THE RIGHTS OF
THE HOLDERS OF THE BONDS; PROVIDING CERTAIN TERMS AND
DETAILS OF SUCH BONDS, INCLUDING AUTHORIZING A
NEGOTIATED SALE OF SAID BONDS AND THE EXECUTION AND
DELIVERY OF A BOND PURCHASE CONTRACT WITH RESPECT
THERETO UPON COMPLIANCE WITH CERTAIN PARAMETERS;
APPOINTING THE PAYING AGENT AND REGISTRAR WITH RESPECT
TO SAID BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF
AN OFFICIAL STATEMENT WITH RESPECT THERETO; AUTHORIZING
THE PURCHASE OF BOND INSURANCE AND, IF SO PURCHASED, THE
EXECUTION AND DELIVERY OF AN INSURANCE AGREEMENT;
AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE
CERTIFICATE; MAKING CERTAIN OTHER COVENANTS AND
AGREEMENTS IN CONNECTION WITH THE BONDS; AND PROVIDING
FOR AN EFFECTIVE DATE FOR THIS RESOLUTION.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST.
LUCIE COUNTY, FLORIDA:
ARTICLE I
GENERAL
SECTION 1.01. DEFINITIONS. When used in this Resolution, the following
terms shall have the following meanings, unless the context clearly otherwise requires:
"Act" shall mean Chapter 125, Florida Statutes, Section 288.11631, Florida Statutes, and
other applicable provisions of law.
"Adjusted Essential Expenditures" means essential expenditures for general
government and public safety as shown in the Issuer's audited financial statements less any
revenues derived from ad valorem taxation on real and personal property that are legally
available to pay for such expenditures.
"Amortization Installments" shall mean an amount designated as such pursuant to the
provisions of this Resolution and established with respect to Term Bonds.
"Annual Audit" shall mean the annual audited financial statements prepared pursuant to
the requirements of Section 5.03 hereof.
"Annual Budget" shall mean the annual budget prepared pursuant to the requirements of
Section 5.02 hereof
"Authorized Investments" means any obligations, deposit certificates, or other
evidence of indebtedness legal for investment pursuant to law, to the extent not inconsistent with
the terms of the investment policy of the Issuer and applicable law.
"Authorized Issuer Officer" shall mean the Chairman and the Clerk and when used in
reference to any act or document, also means any other person authorized by resolution of the
Board to perform such act or sign such document.
"Board" shall mean the Board of County Commissioners of St. Lucie County, Florida,
or any successor thereto.
"Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A. or any other attorney at
law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax
exemption of interest on obligations issued by states and political subdivisions, and duly
admitted to practice law before the highest court of any state of the United States of America.
"Bond Insurance Policy" shall mean the insurance policy, if any, issued by the Insurer
guaranteeing the scheduled payment of principal of and interest on the Bonds when due.
"Bondholder" or "Holder" or "holder" or any similar term, when used with reference
to a Bond or Bonds, shall mean any person who shall be the registered owner of any Outstanding
Bond or Bonds as provided in the registration books of the Issuer.
"Bonds" shall mean the St. Lucie County, Florida Non -Ad Valorem Revenue Bonds,
Series 2017.
"Chairman" shall mean the Chairman of the Board or, in his or her absence or
unavailability, the Vice Chairman.
"Clerk" shall mean the Clerk of the Circuit Court, ex officio Clerk of the Board, and
such other person as may be duly authorized to act on her or his behalf, including any Deputy
Clerk.
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"Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations
and rules thereunder in effect or proposed.
"Cost" or "Costs" shall mean (1) the Issuer's cost of physical construction; (2) costs of
acquisition by or for the Issuer of the Project; (3) costs of land and interests therein and the costs
of the Issuer incidental to such acquisition; (4) the cost of any indemnity and surety bonds and
premiums for insurance during construction; (5) all interest due to be paid on the Bonds and
other obligations relating to the Project during, and if advisable by the Issuer, for up to one (1)
year after the end of, the construction period of such Project; (6) engineering, legal and other
consultant fees and expenses; (7) costs and expenses of the financing incurred during, and if
advisable by the Issuer, for up to one (1) year after the end of, the construction period for such
Project, including audits, fees and expenses of any Paying Agent, Registrar, or depository; (8)
payments, when due (whether at the maturity of principal or the due date of interest or upon
redemption) on any indebtedness of the Issuer (other than the Bonds) incurred for such Project;
(9) costs of machinery or equipment required by the Issuer for the commencement of operation
of such Project; (10) any other costs properly attributable to such construction or acquisition, as
determined by generally accepted accounting principles, and shall include reimbursement to the
Issuer for any such items of Cost heretofore paid by the Issuer. Any Supplemental Resolution
may provide for additional items to be included in the aforesaid Costs.
"Debt" means at any date (without duplication) all of the following to the extent that
they are secured by or payable in whole or in part from any Non -Ad Valorem Revenues (A) all
obligations of the Issuer for borrowed money or evidenced by bonds, debentures, notes or other
similar instruments; (B) all obligations of the Issuer to pay the deferred purchase price of
property or services, except trade accounts payable under normal trade terms and which arise in
the ordinary course of business; (C) all obligations of the Issuer as lessee under capitalized
leases; and (D) all indebtedness of other Persons to the extent guaranteed by, or secured by, Non -
Ad Valorem Revenues of the Issuer; provided, however, that with respect to any obligation
contemplated in (D) above, such obligation shall not be considered "Debt" for purposes of this
Resolution unless the Issuer has actually used Non -Ad Valorem Revenues to satisfy such
obligation during the immediately preceding Fiscal Year or reasonably expects to use Non -Ad
Valorem Revenues to satisfy such obligation in the current or immediately succeeding Fiscal
Year. After an obligation is considered "Debt" as a result of the proviso set forth in the
immediately preceding sentence, it shall continue to be considered "Debt" until the Issuer has not
used any Non -Ad Valorem Revenues to satisfy such obligation for two consecutive Fiscal Years.
"Debt Service" shall mean, at any time, the aggregate amount in the then applicable
period of time of (1) interest required to be paid on the applicable Debt during such period of
time, except to the extent that such interest is to be paid from proceeds of the Debt for such
purpose, (2) principal of outstanding Debt maturing in such period of time, and (3) the
Amortization Installments with respect to Outstanding Term Bonds or amortization payments
with respect to other Debt maturing in such period of time.
"Essential Expenditures" means essential expenditures for general government and
safety as shown in the Issuer's audited financial statements.
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"Federal Securities" shall mean non -callable direct obligations of the United States of
America (including obligations issued or held in book -entry form on the books of the
Department of Treasury) or non -callable obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America.
"Financial Advisor" shall mean Public Financial Management, Inc., or its successor, as
financial advisor to the Issuer.
"Fiscal Year" shall mean the period commencing on October 1 of each year and
continuing through the next succeeding September 30, or such other period as may be prescribed
by law.
"Fitch" shall mean Fitch Ratings, and any assigns and successors thereto.
"Insurer" shall mean the municipal bond insurer, if any, designated pursuant to Section
9.04 hereof.
"Interest Date" or "Interest Payment Date" shall be April I and October 1 of each
year, commencing October 1, 2017, and any date of redemption of the Bonds, or such other dates
as established by the County Administrator, based on advice of the County's Financial Advisor,
prior to the issuance of the Bonds.
"Issuer" or "County" shall mean St. Lucie County, Florida.
"Maximum Annual Debt Service" means the maximum annual Debt Service on a
consolidated basis of all Debt payable from Non -Ad Valorem Revenues then outstanding and the
planned additional Debt to be issued for the then -current or any subsequent Fiscal Year. For
purposes of the foregoing (a) if said Debt has 25% or more of the aggregate principal amount
coming due in any one year, Debt Service shall be determined on the Debt during such period of
time as if the principal of and interest on such Debt were being paid from the date of incurrence
thereof in substantially equal annual amounts over a period of 25 years; and (b) for the purpose
of determining Debt Service as described above, the interest rate on variable rate Debt shall be
deemed to be 120% of the average of the SIFMA Index over a two year period of time ending on
the date immediately prior to the sale of such additional obligation.
"Moody's" shall mean Moody's Investors Service, and any assigns and successors
thereto.
"Net Non -Ad Valorem Revenues Available For Debt Service" means the Non -Ad
Valorem Revenues minus Adjusted Essential Expenditures.
"Non -Ad Valorem Revenues" shall mean total revenues of the Issuer derived from any
source whatsoever, other than revenues generated from ad valorem taxation on real or personal
property, and which are legally available to make the payments required herein.
0
"Outstanding," when used with reference to Bonds and as of any particular date, shall
describe all Bonds theretofore and thereupon being authenticated and delivered except, (1) any
Bond in lieu of which other Bond or Bonds have been issued under Section 2.06 hereof to
replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder thereof in
exchange for other Bond or Bonds under Sections 2.05 and 2.07 hereof, (3) Bonds deemed to
have been paid pursuant to Section 8.01 hereof and (4) Bonds cancelled after purchase in the
open market or because of payment at or redemption prior to maturity.
"Paying Agent" shall mean the paying agent appointed by the Issuer for the Bonds and
its successor or assigns, if any.
"Person" or "person" shall mean an individual, a corporation, a partnership, an
association, a joint stock company, a trust, any unincorporated organization, governmental entity
or other legal entity.
"Pledged Funds" shall mean (i) the Program Revenues, and (ii) until applied for the
purposes described herein, the amounts on deposit in the funds and accounts established
hereunder, other than the Rebate Fund.
"Prerefunded Obligations" shall mean any bonds or other obligations of any state of
the United States of America or of any agency, instrumentality or local governmental unit of any
such state (1) which are (A) not callable prior to maturity or (B) as to which irrevocable
instructions have been given to the fiduciary for such bonds or other obligations by the obligor to
give due notice of redemption and to call such bonds for redemption on the date or dates
specified in such instructions, (2) which are fully secured as to principal, redemption premium, if
any, and interest by a fund held by a fiduciary consisting only of cash or Federal Securities,
secured in substantially the manner set forth in Section 8.01 hereof, which fund may be applied
only to the payment of such principal of, redemption premium, if any, and interest on such bonds
or other obligations on the maturity date or dates thereof or the specified redemption date or
dates pursuant to such irrevocable instructions, as the case may be, (3) as to which the principal
of and interest on the Federal Securities, which have been deposited in such fund along with any
cash on deposit in such fund are sufficient, as verified by an independent certified public
accountant or other expert in such matters, to pay principal of, redemption premium, if any, and
interest on the bonds or other obligations on the maturity date or dates thereof or on the
redemption date or dates specified in the irrevocable instructions referred to in clause (1) above
and are not available to satisfy any other claims, including those against the fiduciary holding the
same, and (4) which are rated in the highest rating category (without regard to gradations, such
as '"+" or "-" or " 1, 2 or 3" of such categories) of one of the Rating Agencies.
"Program Revenues" shall mean the amounts received by the Issuer pursuant to the
terms of the Spring Training Program Agreement.
"Project" shall mean the acquisition and construction of improvements to the Tradition
Field Sports Complex owned by the Issuer.
"Rating Agencies" means Fitch, Moody's and Standard & Poor's.
5
"Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.07 hereof
"Redemption Price" shall mean, with respect to any Bond or portion thereof, the
principal amount or portion thereof, plus the applicable premium, if any, payable upon
redemption thereof pursuant to such Bond or this Resolution.
"Refunding Securities" shall mean Federal Securities and, to the extent approved in
writing by the Insurer, if a Bond Insurance Policy is in place, Prerefunded Obligations.
"Registrar" shall mean the bond registrar appointed by the Issuer for the Bonds and its
successor or assigns, if any.
"Resolution" shall mean this Resolution, as the same may from time to time be
amended, modified or supplemented by Supplemental Resolution.
"Spring Training Program Agreement" shall mean that certain Spring Training
Program Agreement Number 51317-007, dated April 10, 2017, between the Florida Department
of Economic Opportunity and the Issuer.
"Serial Bonds" shall mean all of the Bonds other than the Term Bonds.
"'SIFMA Index" shall mean the Securities Industry and Financial Markets Association
Municipal Swap Index, or if that index is no longer published, a successor or similar index of
short-term high-grade tax-exempt indebtedness.
"Standard and Poor"s" or "S&P" shall mean S&P Global Ratings, and any assigns and
successors thereto.
"State" shall mean the State of Florida.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution enacted and becoming effective in accordance with the terms of
Sections 7.01, 7.02 and 7.03 hereof.
"Term Bonds" shall mean those Bonds which shall be designated as Term Bonds
hereby.
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms,
shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution.
Words importing the masculine gender include every other gender.
Words importing the singular number include the plural number, and vice versa.
SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is adopted
pursuant to the provisions of the Act. The Issuer has ascertained and hereby determines that
adoption of this Resolution is necessary to carry out the powers, purposes and duties expressly
provided in the Act, that each and every matter and thing as to which provision is made herein is
necessary in order to carry out and effectuate the purposes of the Issuer in accordance with the
Act and to carry out and effectuate the plan and purpose of the Act, and that the powers of the
Issuer herein exercised are in each case exercised in accordance with the provisions of the Act
and in furtherance of the purposes of the Issuer.
SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the purchase and acceptance of any or all of the Bonds by those who shall hold
the same from time to time, the provisions of this Resolution shall be a part of the contract of the
Issuer with the Holders of the Bonds, and shall be deemed to be and shall constitute a contract
between the Issuer, the Holders from time to time of the Bonds and the Insurer, if any. The
pledge made in the Resolution and the provisions, covenants and agreements herein set forth to
be perforined by or on behalf of the Issuer shall be for the equal benefit, protection and security
of the Holders of any and all of said Bonds and the Insurer, but only in accordance with the terms
hereof. All of the Bonds, regardless of the time or times of their issuance or maturity, shall be of
equal rank without preference, priority or distinction of any of the Bonds over any other thereof
except as expressly provided in or pursuant to this Resolution.
SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared
that:
(A) The Issuer has deemed it in the best interest of its citizens to acquire and construct
the improvements consisting of the Project.
(B) The Issuer deems it to be in its best interest to issue the Bonds for the principal
purpose of financing the Project, as detennined pursuant to the provisions herein.
(C) The Bonds shall be secured solely by a pledge of the Pledged Funds and a
covenant of the Issuer, subject to certain conditions set forth herein, to budget and appropriate
from Non -Ad Valorem Revenues amounts sufficient to pay the principal of and interest, and
premium, if any, on the Bonds, when due.
(D) The principal of and interest on the Bonds to be issued pursuant to this
Resolution, and all other payments provided for in this Resolution, will be paid solely from the
Pledged Funds and from Non -Ad Valorem Revenues in accordance with the terms hereof; and
the ad valorem taxing power of the Issuer will never be necessary or authorized to pay the
principal of and interest on the Bonds to be issued pursuant to this Resolution, or to make any
other payments provided for in this Resolution, and the Bonds shall not constitute a lien upon
any property whatsoever of or in the Issuer.
(E) Due to the present volatility of the market for tax-exempt obligations such as the
Bonds, it is in the best interest of the Issuer to sell the Bonds by a negotiated sale, allowing the
Issuer to enter the market at the most advantageous time, rather than at a specified advertised
7
date, thereby permitting the Issuer to obtain the best possible price and interest rate for the
Bonds. The Issuer's receipt of the information required by Section 218.385, Florida Statutes, is a
condition to the execution of the Purchase Contract (as defined below) in connection with the
negotiated sale of the Bonds. A copy of the letter of the underwriters for said Bonds containing
the aforementioned information is a condition precedent to the execution and delivery by the
Issuer of the Purchase Contract referred to below.
(F) Wells Fargo Bank, National Association, on behalf of itself and Citigroup Global
Markets Inc. (collectively, the "Underwriters") expects to offer to purchase the Bonds from the
Issuer and submit a Bond Purchase Contract in the form attached hereto as Exhibit A (the
"Purchase Contract") expressing the terms of such offer, and, assuming compliance with the
provisions of Section 9.01 hereof, the Issuer does hereby find and determine that it is in the best
financial interest of the Issuer that the terms expressed in the Purchase Contract be accepted by
the Issuer.
SECTION 1.05. AUTHORIZATION OF THE PROJECT. The acquisition and
construction of the Project is hereby authorized.
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS
SECTION 2.01. AUTHORIZATION AND DESCRIPTION OF BONDS. This
Resolution creates an issue of Bonds of the Issuer to be designated as "St. Lucie County, Florida
Non -Ad Valorem Revenue Bonds, Series 2017," issued in the aggregate principal amount of not
exceeding $56,000,000, the exact amount to be set forth in the Purchase Contract. The Bonds
are issued for the principal purposes of financing the Project and paying certain costs of issuance
incurred with respect to the Bonds. The Chairman is authorized and directed to determine
whether the Bonds or any portion thereof shall be insured by the Bond Insurance Policy or
whether the Bonds or any portion thereof will be issued uninsured, as set forth in Section 9.04
hereof.
The Bonds shall be dated as of their date of delivery (or such other date as the Chairman
may determine), shall be numbered consecutively from one upward in order of maturity preceded
by the letter "R", shall be issued in the form of fully registered Bonds in denominations of
$5,000 and any integral multiple thereof, shall be initially in book entry -only form of
registration, shall bear interest from their date of delivery (or such other date as the Chairman
may determine), payable semi-annually on each Interest Date, at such rates and maturing in such
amounts as set forth in the Purchase Contract. The Bonds shall bear interest computed on the
basis of a 360 -day year consisting of twelve 30 -day months.
Subject to the provisions of the book entry -only system of registration described in
Section 2.08 hereof, the principal of, and Redemption Price, if applicable, on the Bonds is
payable upon presentation and surrender of the Bonds at the office of the Paying Agent. Interest
payable on any Bond on any Interest Date will be paid by check or draft of the Paying Agent to
the Holder in whose name such Bond shall be registered at the close of business on the date
which shall be the fifteenth day (whether or not a business day) of the calendar month next
preceding such Interest Date, or at the request of such Holder, by bank wire transfer for the
account of such Holder. All payments of principal of, or Redemption Price, if applicable, and
interest on the Bonds shall be payable in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and private debts.
SECTION 2.02. APPLICATION OF BOND PROCEEDS. The proceeds derived
from the sale of the Bonds, including premium, if any, shall be applied by the Issuer as follows:
(A) If the Chairman determines that the Bonds will be insured by the Bond Insurance
Policy in accordance with Section 9.04 hereof, a sufficient amount of the Bond proceeds will be
applied to the payment of the premium for the Bond Insurance Policy.
(B) A sufficient amount of Bond proceeds necessary to pay costs and expenses
relating to the issuance of the Bonds shall be used for such purpose.
(C) The remaining Bond proceeds shall be deposited into the Construction Fund and
used to pay the costs of the Project.
9
SECTION 2.03. EXECUTION OF BONDS. The Bonds shall be executed in the
name of the Issuer with the manual or facsimile signature of the Chairman and the official seal of
the Issuer shall be imprinted thereon, attested with the manual or facsimile signature of the
Clerk. In case any one or more of the officers who shall have signed or sealed any of the Bonds
or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer
before the Bonds so signed and sealed have been actually sold and delivered, such Bonds may
nevertheless be sold and delivered as herein provided and may be issued as if the person who
signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and
sealed on behalf of the Issuer by such person who at the actual time of the execution of such
Bond shall hold the proper office of the Issuer, although at the date of such Bond such person
may not have held such office or may not have been so authorized. The Issuer may adopt and
use for such purposes the facsimile signatures of any such persons who shall have held such
offices at any time after the date of the adoption of this Resolution, notwithstanding that either or
both shall have ceased to hold such office at the time the Bonds shall be actually sold and
delivered.
SECTION 2.04. AUTHENTICATION. No Bond shall be secured hereunder or
entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be
manually endorsed on such Bond a certificate of authentication by the Registrar or such other
entity as may be approved by the Issuer for such purpose. Such certificate on any Bond shall be
conclusive evidence that such Bond has been duly authenticated and delivered under this
Resolution. The form of such certificate shall be substantially in the form provided in Section
2.09 hereof.
SECTION 2.05. TEMPORARY BONDS. Until definitive Bonds are prepared, the
Issuer may execute, in the same manner as is provided in Section 2.03, and deliver, upon
authentication by the Registrar pursuant to Section 2.04 hereof, in lieu of definitive Bonds, but
subject to the same provisions, limitations and conditions as the definitive Bonds, except as to
the denominations thereof, one or more temporary Bonds substantially of the tenor of the
definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in denominations
authorized by the Issuer by subsequent resolution and with such omissions, insertions and
variations as may be appropriate to temporary Bonds. The Issuer, at its own expense, shall
prepare and execute definitive Bonds, which shall be authenticated by the Registrar. Upon the
surrender of such temporary Bonds for exchange, the Registrar, without charge to the Holder
thereof, shall deliver in exchange therefor definitive Bonds, of the same aggregate principal
amount and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary
Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds issued
pursuant to this Resolution. All temporary Bonds surrendered in exchange for another temporary
Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled by the Registrar.
SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST.
In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its
discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like tenor as the
Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated
Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for
the Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer and the Registrar
10
proof of his ownership thereof and satisfactory indemnity and complying with such other
reasonable regulations and conditions as the Issuer or the Registrar may prescribe and paying
such expenses as the Issuer and the Registrar may incur. All Bonds so surrendered shall be
cancelled by the Registrar. If any of the Bonds shall have matured or be about to mature, instead
of issuing a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon
being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender
thereof.
Any such duplicate Bonds issued pursuant to this Section 2.06 shall constitute original,
additional contractual obligations on the part of the Issuer whether or not the lost, stolen or
destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to
equal and proportionate benefits and rights to the same extent as all other Bonds issued
hereunder.
SECTION 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND
TRANSFER. Bonds, upon surrender thereof at the office of the Registrar with a written
instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an
equal aggregate principal amount of registered Bonds of the same maturity of any other
authorized denominations.
The Bonds issued under this Resolution shall be and have all the qualities and incidents
of negotiable instruments under the law merchant and the Uniform Commercial Code of the
State of Florida, subject to the provisions for registration and transfer contained in this
Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer
shall maintain and keep, at the office of the Registrar, books for the registration and transfer of
the Bonds.
Each Bond shall be transferable only upon the books of the Issuer, at the office of the
Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof in
person or by his attorney duly authorized in writing upon surrender thereof together with a
written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the
Holder or his duly authorized attorney. Upon the transfer of any such Bond, the Issuer shall
issue, and cause to be authenticated, in the name of the transferee a new Bond or Bonds of the
same aggregate principal amount and maturity as the surrendered Bond. The Issuer, the
Registrar and any Paying Agent or fiduciary of the Issuer may deem and treat the Person in
whose name any Outstanding Bond shall be registered upon the books of the Issuer as the
absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of
receiving payment of, or on account of, the principal or Redemption Price, if applicable, and
interest on such Bond and for all other purposes, and all such payments so made to any such
Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon
such Bond to the extent of the sum or sums so paid and neither the Issuer nor the Registrar nor
any Paying Agent or other fiduciary of the Issuer shall be affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent in respect to any Bonds,
forthwith (A) following the fifteenth day prior to an Interest Date for the Bonds; (B) following
I
the fifteenth day next preceding the date of first mailing of notice of redemption of any Bonds;
and (C) at any other time as reasonably requested by the Paying Agent of such Bonds, shall
certify and furnish to such Paying Agent the names, addresses and holdings of Bondholders and
any other relevant information reflected in the registration books. Any Paying Agent of any fully
registered Bond shall effect payment of interest on such Bonds by mailing a check to the Holder
entitled thereto or may, in lieu thereof, upon the request and expense of such Holder, transmit
such payment by bank wire transfer for the account of such Holder.
In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the Issuer shall execute and deliver Bonds and the Registrar shall authenticate such
Bonds in accordance with the provisions of this Resolution. Execution of Bonds by the
Chairman and Clerk for purposes of exchanging, replacing or transferring Bonds may occur at
the time of the original delivery of the Bonds. All Bonds surrendered in any such exchanges or
transfers shall be held by the Registrar in safekeeping until directed by the Issuer to be cancelled
by the Registrar. For every such exchange or transfer of Bonds, the Issuer or the Registrar may
make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge
required to be paid with respect to such exchange or transfer. The Issuer and the Registrar shall
not be obligated to make any such exchange or transfer of Bonds during the 15 days next
preceding an Interest Date on the Bonds, or, in the case of any proposed redemption of Bonds,
then, for the Bonds subject to redemption, during the 15 days next preceding the date of the first
mailing of notice of such redemption and continuing until such redemption date.
SECTION 2.08. FULL BOOK ENTRY FOR BONDS. Notwithstanding the
provisions set forth in Section 2.07 hereof, the Bonds shall be initially issued in the form of a
separate single certificated fully registered bond certificate for each of the maturities of the
Bonds. Upon initial issuance, the ownership of each such Bond shall be registered in the
registration books kept by the Registrar in the name of Cede & Co., as nominee of The
Depository Trust Company ("DTC"). All of the Outstanding Bonds shall be registered in the
registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. As long
as the Bonds shall be registered in the name of Cede & Co., all payments of principal on the
Bonds shall be made by the Paying Agent by check or draft or by bank wire transfer to Cede &
Co., as Holder of the Bonds, upon presentation of the Bonds to be paid, to the Paying Agent.
With respect to the Bonds registered in the registration books kept by the Registrar in the
name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and the Paying Agent shall
have no responsibility or obligation to any direct or indirect participant in the DTC book -entry
program (the "Participants"). Without limiting the immediately preceding sentence, the Issuer,
the Registrar and the Paying Agent shall have no responsibility or obligation with respect to (A)
the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership
interest on the Bonds, (B) the delivery to any Participant or any other Person other than a
Bondholder, as shown in the registration books kept by the Registrar, of any notice with respect
to the Bonds, including any notice of redemption, or (C) the payment to any Participant or any
other Person, other than a Bondholder, as shown in the registration books kept by the Registrar,
of any amount with respect to principal of, redemption premium, if any, or interest on the Bonds.
The Issuer, the Registrar and the Paying Agent shall treat and consider the Person in whose name
each Bond is registered in the registration books kept by the Registrar as the Holder and absolute
12
owner of such Bond for the purpose of payment of principal, redemption premium, if any, and
interest with respect to such Bond, for the purpose of giving notices of redemption and other
matters with respect to such Bond, for the purpose of registering transfers with respect to such
Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of,
redemption premium, if any, and interest on the Bonds only to or upon the order of the respective
Holders, as shown in the registration books kept by the Registrar, or their respective attorneys
duly authorized in writing, as provided herein and all such payments shall be valid and effective
to fully satisfy and discharge the Issuer's obligations with respect to payment of principal,
redemption premium, if any, and interest on the Bonds to the extent of the sum or sums so paid.
No Person other than a Holder, as shown in the registration books kept by the Registrar, shall
receive a certificated Bond evidencing the obligation of the Issuer to make payments of
principal, redemption premium, if any, and interest pursuant to the provisions of this Resolution.
Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., and subject to the provisions in Section 2.07
with respect to transfers during the 15 days next preceding an Interest Date or mailing of notice
of redemption, the words "Cede & Co." shall refer to such new nominee of DTC; and upon
receipt of such notice, the Issuer shall promptly deliver a copy of the same to the Registrar and
the Paying Agent.
Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a
continuation of the requirement that all of the Outstanding Bonds be registered in the registration
books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best
interest of the beneficial owners of the Bonds or (ii) to the effect that DTC is unable or unwilling
to discharge its responsibilities and no substitute depository willing to undertake the functions of
DTC hereunder can be found which is willing and able to undertake such functions upon
reasonable and customary terms, or (B) determination by the Issuer that such book -entry only
system is burdensome or undesirable to the Issuer and compliance by the Issuer of all applicable
policies and procedures of DTC regarding discontinuance of the book entry registration system,
the Bonds shall no longer be restricted to being registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever
name or names Holders shall designate, in accordance with the provisions of this Resolution. In
such event, the Issuer shall issue, and the Registrar shall authenticate, transfer and exchange the
Bonds of like principal amount and maturity, in denominations of 55,000 or any integral multiple
thereof to the Holders thereof. The foregoing notwithstanding, until such time as participation in
the book -entry only system is discontinued, the provisions set forth in the Blanket Letter of
Representations previously executed by the Issuer and delivered to DTC shall apply to the
payment of principal of and interest on the Bonds.
SECTION 2.09. FORM OF BONDS. The text of the Bonds shall be in
substantially the following form, with such omissions, insertions and variations as may be
necessary and/or desirable and approved by the Chairman prior to the issuance thereof (which
necessity and/or desirability and approval shall be presumed by such officer's execution of the
Bonds and the Issuer's delivery of the Bonds to the purchaser or purchasers thereof):
13
UNITED STATES OF AMERICA
STATE OF FLORIDA
ST, LUCIE COUNTY, FLORIDA
NON -AD VALOREM REVENUE BONDS,
SERIES 2017
Interest Maturity Date of
Rate Date Original Issue
Registered Holder:
Principal Amount:
CUSIP Number
KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida, a political
subdivision of the State of Florida (the "Issuer"), for value received, hereby promises to pay,
solely from the Pledged Funds and Non -Ad Valorem Revenues hereinafter described, to the
Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity
Date identified above, the Principal Amount identified above and to pay interest on such
Principal Amount from the Date of Original Issue identified above or from the most recent
interest payment date to which interest has been paid at the Interest Rate per annum identified
above on 1 and 1 of each year, commencing 1, until such Principal
Amount shall have been paid, except as the provisions hereinafter set forth with respect to
redemption prior to maturity may be or become applicable hereto.
Such Principal Amount and interest and the premium, if any, on this Bond are payable in
any coin or currency of the United States of America which, on the respective dates of payment
thereof, shall be legal tender for the payment of public and private debts. Such Principal Amount
and the premium, if any, on this Bond, are payable at the designated corporate trust office of
, Florida, as Paying Agent. Payment of each installment of interest
shall be made to the person in whose name this Bond shall be registered on the registration books
of the Issuer maintained by , Florida, as Registrar, at the close of
business on the date which shall be the fifteenth day (whether or not a business day) next
preceding each interest payment date and shall be paid by a check of such Paying Agent mailed
to such Registered Holder at the address appearing on such registration books or, at the request
of such Registered Holder, by bank wire transfer for the account of such Holder. Interest shall
be calculated on the basis of a 360 -day year of twelve 30 -day months.
14
This Bond is one of an authorized issue of Bonds in the aggregate principal amount of
$ (the "Bonds") of like date, tenor and effect, except as to maturity date, interest
rate, denomination and number issued under the authority of and in full compliance with the
Constitution and laws of the State of Florida, particularly Chapter 125, Florida Statutes, Section
288.1163 1, Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and
a resolution duly adopted by the Board of County Commissioners of the Issuer on May 16, 2017,
as the same may be amended and supplemented (the "Resolution"), and is subject to all the terms
and conditions of the Resolution. The Bonds are being issued to finance certain capital
improvements in and for the Issuer.
Pursuant to the Resolution, the Issuer has pledged the Pledged Funds, as more fully
defined in the Resolution, and has covenanted to appropriate in its annual budget, by
amendment, if necessary, such amounts of Non -Ad Valorem Revenues (as defined in the
Resolution) as shall be necessary to pay the principal of and interest on the Bonds when due and
all required arbitrage rebate payments. Such covenant to appropriate Non -Ad Valorem
Revenues is not a pledge by the Issuer of such Non -Ad Valorem Revenues and is subject in all
respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues
heretofore or hereafter entered into (including the payment of Debt Service on bonds or other
debt instruments) and also to the payment of Essential Expenditures (as defined in the
Resolution).
IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS BOND
THAT THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA, OR
ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE NOT PLEDGED TO THE
PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THIS
BOND AND THAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR
COMPEL THE EXERCISE OF ANY TAXING POWER OF THE ISSUER, THE STATE OF
FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, TO THE
PAYMENT OF SUCH PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. EXCEPT AS
EXPRESSLY SET FORTH HEREIN, THIS BOND AND THE OBLIGATION EVIDENCED
HEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER,
BUT SHALL BE PAYABLE SOLELY FROM THE PLEDGED FUNDS AND THE
AMOUNTS BUDGETED AND APPROPRIATED BY THE ISSUER AS DESCRIBED
ABOVE AND AS PROVIDED IN THE RESOLUTION.
The Issuer has established a book -entry system of registration for the Bonds. Except as
specifically provided otherwise in the Resolution, an agent will hold this Bond on behalf of the
beneficial owner thereof. By acceptance of a confirmation of purchase, delivery or transfer, the
beneficial owner of this Bond shall be deemed to have agreed to such arrangement.
This Bond is transferable in accordance with the terms of the Resolution only upon the
books of the Issuer kept for that purpose at the designated corporate trust office of the Registrar
by the Registered Holder hereof in person or by his attorney duly authorized in writing, upon the
surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Registered Holder or his attorney duly authorized in writing, and thereupon
a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in
15
exchange therefor, and upon the payment of the charges, if any, therein prescribed. The Bonds
are issuable in the form of fully registered Bonds in the denomination of $5,000 and any integral
multiple thereof, not exceeding the aggregate principal amount of the Bonds. The Issuer, the
Registrar and any Paying Agent may treat the Registered Holder of this Bond as the absolute
owner hereof for all purposes, whether or not this Bond shall be overdue, and shall not be
affected by any notice to the contrary. The Issuer shall not be obligated to make any exchange or
transfer of the Bonds during the 15 days next preceding an interest payment date or, in the case
of any proposed redemption of the Bonds, then, for the Bonds subject to such redemption, during
the 15 days next preceding the date of the first mailing of notice of such redemption.
(INSERT REDEMPTION PROVISIONS)
Redemption of this Bond under the preceding paragraphs shall be made as provided in
the Resolution upon notice given by first class mail sent at least 30 days prior to the redemption
date to the Registered Holder hereof at the address shown on the registration books maintained
by the Registrar; provided, however, that failure to mail notice to the Registered Holder hereof,
or any defect therein, shall not affect the validity of the proceedings for redemption of other
Bonds as to which no such failure or defect has occurred. In the event that less than the full
principal amount hereof shall have been called for redemption, the Registered Holder hereof
shall surrender this Bond in exchange for one or more Bonds in an aggregate principal amount
equal to the unredeemed portion of principal, as provided in the Resolution.
As long as the book -entry only system is used for determining beneficial ownership of
the Bonds, notice of redemption will only be sent to Cede & Co. Cede & Co. will be responsible
for notifying the DTC Participants, who will in turn be responsible for notifying the beneficial
owners of the Bonds. Any failure of Cede & Co. to notify any DTC Participant, or of any DTC
Participant to notify the beneficial owner of any such notice, will not affect the validity of the
redemption of the Bonds.
Reference to the Resolution and any and all resolutions supplemental thereto and
modifications and amendments thereof and to the Act is made for a description of the pledge and
covenants securing this Bond, the nature, manner and extent of enforcement of such pledge and
covenants, and the rights, duties, immunities and obligations of the Issuer.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed precedent to and in the issuance of this Bond, exist, have happened
and have been performed, in regular and due form and time as required by the laws and
Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds does
not violate any constitutional or statutory limitations or provisions.
Neither the Chairman nor the members of the Board of County Commissioners of the
Issuer nor any person executing this Bond shall be liable personally hereon or be subject to any
personal liability or accountability by reason of the issuance hereof.
This Bond shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Registrar.
16
IN WITNESS WHEREOF, St. Lucie County, Florida has issued this Bond and has
caused the same to be executed by the manual or facsimile signature of the Chairman of its
Board of County Commissioners and attested by the manual or facsimile signature of its Clerk,
and its official seal or a facsimile thereof to be affixed or reproduced hereon, all as of the Date of
Original
=_ 1
CT�hfd Circuit Court, ex officio Clerk
o e Board of County Commissioners
ST. LUCIE COUNTY, FLORIDA
K F4 ��" z7z
Chairman, and of Nuntiytommissioners
17
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the Issue described in the within -mentioned Resolution.
BATE OF AUTHENTICATION:
Registrar
LM
Authorized Officer
18
Unless this certificate is presented by an authorized representative of The Depository
Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or such other name as requested by
the authorized representative of The Depository Trust Company and any payment is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
19
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
, as attorneys to register the transfer of the said Bond on the
books kept for registration thereof with full power of substitution in the premises.
Dated:
Signature guaranteed:
NOTICE: Signature must be guaranteed by
an institution which is a participant in the
Securities Transfer Agent Medallion
Program (STAMP) or similar program.
20
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Holder as it appears upon the
face of the within Bond in every particular,
without alteration or enlargement or any
change whatever and the Social Security or
other identifying number of such assignee
must be supplied.
The following abbreviations, when used in the inscription on the face of the within Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN --as joint tenants with right of
survivorship and not as tenants
1n common
UNIF TRANS MIN ACT --
(Cost.)
Custodian for
under Uniform Transfers to Minors Act of
(State)
Additional abbreviations may also be used though not in list above.
21
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. PRIVILEGE OF REDEMPTION. (A) The terms of this Article
III shall apply to redemption of Bonds.
(B) The Bonds shall be subject to such optional and mandatory sinking fund
redemption provisions as are set forth in the Purchase Contract.
SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The Bonds
shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof.
The Issuer shall, at least 45 days prior to the redemption date (unless a shorter time period shall
be satisfactory to the Registrar), notify the Registrar of such redemption date and of the principal
amount of Bonds to be redeemed. For purposes of any redemption of less than all of the
Outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be
redeemed shall be selected not more than 45 days and not less than 35 days prior to the
redemption date by the Registrar from the Outstanding Bonds of the maturity or maturities
designated by the Issuer by such method as the Registrar shall deem fair and appropriate and
which may provide for the selection for redemption of Bonds or portions of Bonds in principal
amounts of $5,000 and integral multiples thereof.
SECTION 3.03. NOTICE OF REDEMPTION. Notice of such redemption,
which shall specify the Bond or Bonds (or portions thereof) to be redeemed and the date and
place for redemption, shall be given by the Registrar on behalf of the Issuer, and (A) shall be
filed with the Paying Agent of such Bonds, and (B) shall be mailed first class, postage prepaid,
not less than 30 days nor more than 45 days prior to the redemption date to all Holders of Bonds
to be redeemed at their addresses as they appear on the registration books kept by the Registrar
as of the date of mailing of such notice. In addition to the making of the notice described above,
the Registrar shall give additional notice of the redemption of Bonds in accordance with any
regulation or release of the Municipal Securities Rulemaking Board or governmental agency or
body from time to time applicable to such Bonds. Failure to mail such notice, or any defect
therein, shall not affect the proceedings for redemption of Bonds as to which no such failure or
defect has occurred. Such notice shall also be mailed to the Insurer, if any, of such redeemed
Bonds. Failure of any Holder to receive any notice mailed as herein provided shall not affect the
proceedings for redemption of such Holder's Bonds.
Each notice of redemption shall state: (1) the CUSIP numbers and any other
distinguishing number or letter of all Bonds being redeemed, (2) the original issue date of such
Bonds, (3) the maturity date and rate of interest borne by each Bond being redeemed, (4) the
redemption date, (5) the Redemption Price, (b) the date on which such notice is mailed, (7) if less
than all Outstanding Bonds are to be redeemed, the certificate number (and, in the case of a
partial redemption of any Bond, the principal amount) of each Bond to be redeemed, (8) that on
such redemption date there shall become due and payable upon each Bond to be redeemed the
Redemption Price thereof, or the Redemption Price of the specified portions of the principal
thereof in the case of Bonds to be redeemed in part only, together with interest accrued thereon
22
to the redemption date, and that from and after such date interest thereon shall cease to accrue
and be payable, (9) that the Bonds to be redeemed, whether as a whole or in part, are to be
surrendered for payment of the Redemption Price at the designated office of the Registrar at an
address specified, (10) the name and telephone number of a person designated by the Registrar to
be responsible for such redemption, (11) unless sufficient funds have been set aside by the Issuer
for such purpose prior to the mailing of the notice of redemption, that such redemption is
conditioned upon the deposit of sufficient funds for such purpose on or prior to the date set for
redemption, and (12) any other conditions that must be satisfied prior to such redemption.
The Issuer may provide that a redemption will be contingent upon the occurrence of
certain conditions and that if such conditions do not occur the notice of redemption will be
rescinded, provided notice of rescission shall be mailed in the manner described above to all
affected Bondholders not later than three business days prior to the date of redemption.
SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond which
is to be redeemed only in part shall be surrendered at any place of payment specified in the
notice of redemption (with due endorsement by, or written instrument of transfer in form
satisfactory to the Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing) and the Issuer shall execute and the Registrar shall authenticate and deliver to the
Holder of such Bond, without service charge, a new Bond or Bonds, of any authorized
denomination, as requested by such Holder in an aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bonds so surrendered.
SECTION 3.05. PAYMENT OF REDEEMED BONDS. Notice of redemption
having been given substantially as aforesaid, the Bonds or portions of Bonds to be redeemed
shall, on the redemption date, become due and payable at the Redemption Price therein specified,
and from and after such date (unless the Issuer shall default in the payment of the Redemption
Price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such
Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar
and/or Paying Agent at the appropriate Redemption Price, plus accrued interest. All Bonds
which have been redeemed shall be cancelled and destroyed by the Registrar and shall not be
reissued.
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ARTICLE IV
SECURITY; FUNDS; COVENANTS OF THE ISSUERS
SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. The
Bonds shall not be or constitute general obligations or indebtedness of the Issuer as "bonds"
within the meaning of any constitutional or statutory provision, but shall be special obligations of
the Issuer, payable solely from the Pledged Funds and from amounts budgeted and appropriated
by the Issuer from Non -Ad Valorem Revenues in accordance with Section 4.06 hereof. No
Holder of any Bond shall ever have the right to compel the exercise of any ad valorem taxing
power to pay such Bond, or be entitled to payment of such Bond from any moneys of the Issuer
except from the Pledged Funds and the Non -Ad Valorem Revenues in the manner and to the
extent provided herein.
SECTION 4.02. SECURITY FOR BONDS. The payment of the principal of or
Redemption Price, if applicable, and interest on the Bonds shall be secured forthwith equally and
ratably by a pledge of and prior lien upon the Pledged Funds, in addition to the covenant to
budget and appropriate Non -Ad Valorem Revenues described in Section 4.06 hereof. The Issuer
does hereby irrevocably pledge the Pledged Funds to the payment of the principal of or
Redemption Price, if applicable, and interest on the Bonds in accordance with the provisions
hereof The Pledged Funds shall immediately be subject to the lien of this pledge without any
physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as
against all parties having claims of any kind in tort, contract or otherwise against the Issuer.
SECTION 4.03. CONSTRUCTION FUND. The Issuer covenants and agrees to
establish a separate fund, to be known as the "St. Lucie County, Florida Non -Ad Valorem
Revenue Bonds, Series 2017 Construction Fund," which shall be used only for payment of the
Costs of the Project. Moneys in the Construction Fund, until applied in payment of any item of
the Cost of the Project in the manner hereinafter provided, shall be held in trust by the Issuer and
shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further
security of such Holders. There shall be paid into the Construction Fund the amounts required to
be so paid by the provisions of this Resolution or a Supplemental Resolution.
The Issuer covenants that the acquisition, construction and installation of the Project will
be completed without delay and in accordance with sound engineering practices. The Issuer
shall make disbursements or payments from the Construction Fund to pay the Cost of the Project
upon the filing with the Clerk of documents and/or certificates signed by an Authorized Issuer
Officer, stating with respect to each disbursement or payment to be made: (1) the item number
of the payment, (2) the name and address of the Person to whom payment is due, (3) the amount
to be paid, (4) the purpose, by general classification, for which payment is to be made, and (S)
that (A) each obligation, item of cost or expense mentioned therein has been properly incurred, is
in payment of a part of the Cost of the Project and is a proper charge against the Construction
Fund and has not been the basis of any previous disbursement or payment, or (B) each
obligation, item of cost or expense mentioned therein has been paid by the Issuer, is a
reimbursement of a part of the Cost of a Project, is a proper charge against the account of the
Construction Fund from which payment is to be made, has not been theretofore reimbursed to the
24
Issuer or otherwise been the basis of any previous disbursement or payment and the Issuer is
entitled to reimbursement thereof. The Clerk shall retain all such documents and/or certificates
of the Authorized Issuer Officer for seven (7) years from the dates of such documents and/or
certificates. The Clerk shall make available the documents and/or certificates at all reasonable
times for inspection by any Holder of any of the Bonds or the agent or representative of any
Holder of any of the Bonds.
Notwithstanding any of the other provisions of this Section 4.43, to the extent that other
moneys are not available therefor, amounts in the Construction Fund shall be applied to the
payment of principal and interest on Bonds when due.
The date of completion of the Project shall be determined by the Authorized Issuer
Officer, who shall certify such fact in writing to the Board. Promptly after the date of the
completion of the Project, and after paying or making provisions for the payment of all unpaid
items of the Cost of such Project, the Issuer shall deposit any balance of moneys remaining in the
Construction Fund in such other fund or account established hereunder as shall be determined by
the Board, provided the Issuer has received an opinion of Bond Counsel to the effect that such
transfer shall not adversely affect the exclusion, if any, of interest on the Bonds from gross
income for purposes of federal income taxation.
SECTION 4.04. FUNDS AND ACCOUNTS. The Issuer covenants and agrees to
establish separate funds to be known as the "St. Lucie County Non -Ad Valorem Revenue Bond
Revenue Fund", the "St. Lucie County Non -Ad Valorem Revenue Bond Debt Service Fund" and
the "St. Lucie County Non -Ad Valorem Revenue Bond Rebate Fund." Moneys in the
aforementioned funds, other than the Rebate Fund, until applied in accordance with the
provisions hereof, shall be subject to a prior lien and charge in favor of the Holders of the Bonds
for the security of such Holders.
The Issuer may at any time and from time to time appoint one or more depositories to
hold, for the benefit of the Bondholders, any one or more of the funds and accounts established
hereby. Such depository or depositories shall perform at the direction of the Issuer the duties of
the Issuer in depositing, transferring and disbursing moneys to and from each of such funds and
accounts as herein set forth, and all records of such depositary in performing such duties shall be
open at all reasonable times to inspection by the Issuer and its agent and employees. Any such
depository shall be either the Florida State Board of Administration or a bank or trust company
duly authorized to exercise corporate trust powers and subject to examination by federal or state
authority, of good standing, and eligible under the laws of the State to receive funds of the Issuer.
SECTION 4.05. FLOW OF FUNDS.
(A) The Issuer shall promptly deposit, within two business days after receipt thereof,
the Program Revenues into the Revenue Fund. The moneys in the Revenue Fund shall be
deposited or credited on or before the last day of each month, commencing in the month
immediately following delivery of any of the Bonds to the purchasers thereof, or such later date
as hereinafter provided, in the following manner and in the following order of priority:
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(1) Debt Service Fund. The Issuer shall deposit or credit to the Debt Service
Fund from the Revenue Fund the sum which, together with the balance on deposit in said
Debt Service Fund (which may include any other lawfully available funds transferred by
the Issuer into such Fund), shall equal the interest on all Bonds outstanding accrued and
unpaid and to accrue to the end of the then current calendar month. The Issuer shall also
deposit or credit to the Debt Service Fund the sum which, together with the balance in
said Fund (which may include any other lawfully available funds transferred by the Issuer
into such Fund), shall equal the principal amounts on all Bonds Outstanding due and
unpaid and that portion of the principal next due which would have accrued on such
Bonds during the then -current calendar month if such principal amounts were deemed to
accrue monthly (assuming that a year consists of twelve (12) equivalent calendar months
having 30 days each) in equal amounts from the next preceding principal payment due
date, or, if there be no such preceding principal payment due date from a date one year
preceding the due date of such principal amount. Commencing in the month which is one
year prior to the first Amortization Installment, there shall also be deposited or credited to
the Debt Service Fund the sum which, together with the balance in such Fund, shall equal
the Amortization Installments on all Term Bonds Outstanding due and unpaid and that
portion of the Amortization Installments of all Term Bonds Outstanding next due which
would have accrued on such Term Bonds during the then current calendar month if such
Amortization Installments were deemed to accrue monthly (assuming that a year consists
of twelve (12) equivalent calendar months having 30 days each) in equal amounts from
the next preceding Amortization Installment due date, or, if there is no such preceding
Amortization Installment due date, from a date one year preceding the due date of such
Amortization Installment.
Moneys in the Debt Service Fund shall be used to pay interest, principal,
Amortization Installments and redemption premiums, if any, on all Outstanding Bonds,
on a pro -rata basis, as and when the same become due, whether by redemption or
otherwise, and for no other purpose. No further deposit need be made to the Debt Service
Fund when the moneys therein are equal to the interest and principal (including
Amortization Installments, if any) coming due on the Outstanding Bonds on the next two
succeeding Interest Payment Dates.
Amounts accumulated in the Debt Service Fund with respect to any Amortization
Installment (together with amounts accumulated in the Debt Service Fund with respect to
interest, if any, on the Term Bonds for which such Amortization Installment was
established) may be applied by the Issuer, on or prior to the sixtieth (60th) day preceding
the due date of such Amortization Installment, (a) to the purchase of Term Bonds of the
maturity for which such Amortization Installment was established, or (b) to the
redemption at the applicable Redemption Prices of such Term Bonds, if then redeemable
by their terms. The applicable Redemption Price (or principal amount of maturing Term
Bonds) of any Term Bonds so purchased or redeemed shall be deemed to constitute part
of the Debt Service Fund until such Amortization Installment date, for the purposes of
calculating the amount of such Account. As soon as practicable after the sixtieth (60th)
day preceding the due date of any such Amortization Installment, the Issuer shall proceed
to call for redemption on such due date, by causing notice to be given as provided in
Section 3.03 hereof, Term Bonds of the maturity for which such Amortization Installment
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was established (except in the case of Term Bonds maturing on an Amortization
Installment date) in such amount as shall be necessary to complete the retirement of the
unsatisfied balance of such Amortization Installment. The Issuer shall pay out of the
Debt Service Fund to the Paying Agent, on or before the day preceding such redemption
date (or maturity date), the amount required for the redemption (or for the payment of
such Term Bonds then maturing), and such amount shall be applied by the Paying Agent
to such redemption (or payment). All expenses in connection with the purchase or
redemption of Term Bonds shall be paid by the Issuer from the Revenue Fund.
(2) Surplus Funds. The balance of any moneys remaining in the Revenue
Fund, if any, after the payments and deposits required by Section 4.05(A)(1) above shall
be retained therein and applied in the following month as provided in said Section
4.05(A)(1).
(B) The Issuer, in its discretion, may use moneys in the Debt Service Fund to
purchase or redeem Bonds coming due on the next principal payment date, provided such
purchase or redemption does not adversely affect the Issuer's ability to pay the principal or
interest coming due on such principal payment date on the Bonds not so purchased or redeemed.
(C) At least three (3) business days prior to the date established for payment of any
principal of or Amortization Installment, if applicable, or interest on the Bonds, the Issuer shall
withdraw from the appropriate account of the Debt Service Fund sufficient moneys to pay such
principal or Amortization Installment, if applicable, or interest and deposit such moneys with the
Paying Agent.
SECTION 4.06. COVENANT TO BUDGET AND APPROPRIATE;
PAYMENT OF BONDS. The Issuer covenants and agrees to appropriate in its annual budget,
by amendment, if necessary, from Non -Ad Valorem Revenues amounts sufficient to (A) pay
principal of and interest on the Bonds when due, to the extent amounts deposited into the Debt
Service Fund pursuant to Section 4.05 hereof are insufficient therefor, and (B) pay all required
deposits to the Rebate Fund pursuant to Section 4.07 hereof. Such covenant and agreement on
the part of the Issuer 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 other legally available funds in amounts sufficient to make all such required
payments shall have been budgeted, appropriated and actually paid. Notwithstanding the
foregoing covenant of the Issuer, the Issuer does not covenant to maintain any services or
programs, now provided or maintained by the Issuer, 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 Issuer from pledging in the future its Non -
Ad Valorem Revenues, nor does it require the Issuer to levy and collect any particular Non -Ad
Valorem Revenues, nor does it give the Bondholders a prior claim on the Non -Ad Valorem
Revenues as opposed to claims of general creditors of the Issuer. Such covenant to 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 hereafter entered into (including the
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payment of debt service on bonds and other debt instruments). However, the covenant to budget
and appropriate for the purposes and in the manner stated herein shall have the effect of making
available for the payment of the Bonds, in the manner described herein, Non -Ad Valorem
Revenues and placing on the Issuer a positive duty to appropriate and budget, by amendment, if
necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects
to the payment of Essential Expenditures.
The Issuer covenants and agrees to transfer to the Paying Agent for the Bonds, solely
from funds budgeted and appropriated as described in this Section 4.06, at least three business
days prior to the date designated for payment of any principal of or interest on the Bonds,
sufficient moneys to pay such principal or interest. The Registrar and Paying Agent shall utilize
such moneys for payment of the principal and interest on the Bonds when due.
SECTION 4.07. REBATE FUND. The Issuer covenants and agrees to establish a
special fund to be known as the "St. Lucie County, Florida Non -Ad Valorem Revenue Bonds,
Series 2017 Rebate Fund," which shall be held in trust by the Issuer and used solely to make
required rebates to the United States (except to the extent the same may be used to pay Debt
Service on the Bonds) and the Bondholders shall have no right to have the same applied for Debt
Service on the Bonds. The Issuer agrees to undertake all actions required of it in its arbitrage
certificate relating to the Bonds, including, but not limited to:
(A) making a determination in accordance with the Code of the amount required to be
deposited in the Rebate Fund;
(B) depositing the amount determined in clause (A) above into the Rebate Fund;
(C) paying on the dates and in the manner required by the Code to the United States
Treasury from the Rebate Fund and any other legally available moneys of the Issuer such
amounts as shall be required by the Code to be rebated to the United States Treasury; and
(D) keeping such records of the determinations made pursuant to this Section 4.04 as
shall be required by the Code, as well as evidence of the fair market value of any investments
purchased with proceeds of the Bonds.
The provisions of the above-described arbitrage certificate may be amended without the
consent of any Holder or the Insurer, if any, from time to time as shall be necessary, in the
opinion of Bond Counsel, to comply with the provisions of the Code.
SECTION 4.08. ISSUANCE OF OTHER OBLIGATIONS. Except for the
Bonds, the Issuer will not (A) issue any additional obligations payable from the Pledged Funds,
or (B) issue any additional 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 Issuer unless the average of the annual Net Non -Ad Valorem Revenues
Available For Debt Service for the prior two Fiscal Years equals at least 150% of the Maximum
Annual Debt Service on all Debt payable from such Non -Ad Valorem Revenues.
In the event any additional obligations are issued for the purpose of refunding any Debt
then outstanding, the conditions of this Section 4.08 shall not apply, provided that the issuance of
such additional obligations shall result in a reduction of the aggregate Debt Service on the
applicable Debt.
SECTION 4.09. INVESTMENTS. The Construction Fund, the Revenue Fund and
the Debt Service Fund shall be continuously secured in the manner by which the deposit of
public funds are authorized to be secured by the laws of the State. Moneys on deposit in the
Construction Fund, the Revenue Fund and the Debt Service Fund may be invested and reinvested
in Authorized Investments maturing not later than the date on which the moneys therein will be
needed for the purposes of such Fund.
Any and all income received by the Issuer from the investment of moneys in the
Construction Fund, the Revenue Fund and the Debt Service Fund, shall be retained in such
respective Fund. All investments shall be valued at the lower of market value (exclusive of
accrued interest) and cost.
Nothing contained in this Resolution shall prevent any Authorized Investments acquired
as investments of or security for funds held under this Resolution from being issued or held in
book -entry form on the books of the Department of the Treasury of the United States.
SECTION 4.10. SEPARATE ACCOUNTS. The moneys required to be accounted
for in each of the foregoing funds established herein may be deposited in a single bank account,
and funds allocated to the various funds established herein may be invested in a common
investment pool, provided that adequate accounting records are maintained to reflect and control
the restricted allocation of the moneys on deposit therein and such investments for the various
purposes of such funds as herein provided.
The designation and establishment of the various funds in and by this Resolution shall not
be construed to require the establishment of any completely independent, self -balancing funds as
such term is commonly defined and used in governmental accounting, but rather is intended
solely to constitute an earmarking of certain revenues for certain purposes and to establish
certain priorities for application of such revenues as herein provided.
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ARTICLE V
COVENANTS
SECTION 5.01. GENERAL. The Issuer hereby makes the following covenants, in
addition to all other covenants in this Resolution, with each and every successive Holder of any
of the Bonds so long as any of said Bonds remain Outstanding.
SECTION 5.02. ANNUAL BUDGET. The Issuer shall annually prepare and
adopt, prior to the beginning of each Fiscal Year, an Annual Budget in accordance with
applicable law.
If for any reason the Issuer shall not have adopted the Annual Budget before the first day
of any Fiscal Year, the preliminary budget for such year shall be deemed to be in effect for such
Fiscal Year until the Annual Budget for such Fiscal Year is adopted.
The Issuer shall provide the Annual Budget to any Holder or Holders of Bonds upon
written request. The Issuer shall be permitted to make a reasonable charge for furnishing such
information to such Holder or Holders.
SECTION 5.03. ANNUAL AUDIT. The Issuer shall, immediately after the close
of each Fiscal Year, cause the books, records and accounts relating to the Issuer to be properly
audited by a recognized independent firm of certified public accountants, and shall require such
accountants to complete their report of such Annual Audit in accordance with applicable law.
Each Annual Audit shall be in conformity with generally accepted accounting principles as
applied to governmental entities.
The Issuer shall provide the Annual Audit to any Holder or Holders of Bonds upon
written request. The Issuer shall be permitted to make a reasonable charge for furnishing such
information to such Holder or Holders.
SECTION 5.04. FEDERAL INCOME TAXATION COVENANTS. The Issuer
covenants with the Holders of the Bonds that it shall not use the proceeds of the Bonds in any
manner which would cause the interest on such Bonds to be or become included in gross income
for purposes of federal income taxation.
The Issuer covenants with the Holders of the Bonds that neither the Issuer nor any Person
under its control or direction will make any use of the proceeds of the Bonds (or amounts
deemed to be proceeds under the Code) in any manner which would cause the Bonds to be
"arbitrage bonds" within the meaning of the Code, and neither the Issuer nor any other Person
shall do any act or fail to do any act which would cause the interest on the Bonds to become
subject to inclusion within gross income for purposes of federal income taxation.
The Issuer hereby covenants with the Holders of the Bonds that it will comply with all
provisions of the Code necessary to maintain the exclusion from gross income of interest on the
Bonds for purposes of federal income taxation, including, in particular, the payment of any
amount required to be rebated to the U.S. Treasury pursuant to the Code.
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ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. EVENTS OF DEFAULT. The following events shall each
constitute an "Event of Default":
(A) Default shall be made in the payment of the principal of, Amortization
Installment, redemption premium, if any, or interest on any Bond when due. In determining
whether a payment default has occurred, no effect shall be given to payment made under the
Bond Insurance Policy, if any.
(B) There shall occur the dissolution or liquidation of the Issuer, or the filing by the
Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of
bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the
benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into
an agreement of composition with its creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization
instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar
act in any jurisdiction which may now be in effect or hereafter enacted.
(C) The Issuer shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on
the part of the Issuer to be performed, and such default shall continue for a period of 30 days
after written notice of such default shall have been received from the Holders of not less than
25% of the aggregate principal amount of Bonds Outstanding. Notwithstanding the foregoing,
the Issuer shall not be deemed to be in default hereunder if such default can be cured within a
reasonable period of time and if the Issuer in good faith institutes appropriate curative action and
diligently pursues such action until default has been corrected; provided, however, no such
curative action shall exceed +60 days without the prior written consent of the Insurer, if any.
SECTION 6.02. REMEDIES. Any Holder of Bonds issued under the provisions of
this Resolution or any trustee or receiver acting for such Bondholders may either at law or in
equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction,
protect and enforce any and all rights under the Laws of the State of Florida, or granted and
contained in this Resolution, and may enforce and compel the performance of all duties required
by this Resolution or by any applicable statutes to be performed by the Issuer or by any officer
thereof; provided, however, that no Holder, trustee or receiver shall have the right to declare the
Bonds immediately due and payable.
The Holder or Holders of Bonds in an aggregate principal amount of not less than 25% of
the Bonds then Outstanding may by a duly executed certificate in writing appoint a trustee for
Holders of Bonds issued pursuant to this Resolution with authority to represent such
Bondholders in any legal proceedings for the enforcement and protection of the rights of such
Bondholders, and such certificate shall be executed by such Bondholders or their duly authorized
attorneys or representatives, and shall be filed in the office of the Clerk. Notice of such
appointment, together with evidence of the requisite signatures of the Holders of not less than
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25% in aggregate principal amount of Bonds Outstanding and the trust instrument under which
the trustee shall have agreed to serve, shall be filed with the Issuer and the trustee and notice of
such appointment shall be given to all Holders of Bonds in the same manner as notices of
redemption are given hereunder. After the appointment of the first trustee hereunder, no further
trustees may be appointed; however, the Holders of a majority in aggregate principal amount of
all the Bonds then Outstanding may remove the trustee initially appointed and appoint a
successor and subsequent successors at any time.
SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL
PROCEEDINGS. The. Holders of a majority in principal amount of the Bonds then
Outstanding (or the Insurer, if any, insuring any then Outstanding Bonds so long as such Insurer
is not in payment default under its Bond Insurance Policy) have the right, by an instrument or
concurrent instruments in writing executed and delivered to the trustee, to direct the method and
place of conducting all remedial proceedings to be taken by the trustee hereunder with respect to
the Bonds owned by such Holders or insured by the Insurer, if any, provided that such direction
shall not be otherwise than in accordance with law or the provisions hereof (including the
prohibition contained in Section 6.02 hereof on declaring the Bonds immediately due and
payable), and that the trustee shall have the right to decline to follow any direction which in the
opinion of the trustee would be unjustly prejudicial to Holders of Bonds not parties to such
direction.
SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein conferred upon
or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies, and
each and every such remedy shall be cumulative, and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute.
SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any
Bondholder to exercise any right or power accruing upon any default shall impair any such right
or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and
every power and remedy given by Section 6.02 to the Bondholders may be exercised from time
to time, and as often as may be deemed expedient.
SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT. If an
Event of Default shall happen and shall not have been remedied, the Issuer or a trustee or
receiver appointed for the purpose shall apply all moneys received from the Issuer for payment
of the Bonds as follows and in the following order:
(A) To the payment of the reasonable and proper charges, expenses and liabilities of
the trustee or receiver and Registrar hereunder;
(B) To the payment of the interest and principal or Redemption Price, if applicable,
then due on the Bonds, as follows:
(1) Unless the principal of all the Bonds shall have become due and payable,
all such moneys shall be applied:
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FIRST: to the payment to the Persons entitled thereto of all
installments of interest then due, in the order of the maturity of such
installments, and, if the amount available shall not be sufficient to pay in
full any particular installment, then to the payment ratably, according to
the amounts due on such installment, to the Persons entitled thereto,
without any discrimination or preference;
SECOND: to the payment to the Persons entitled thereto of the unpaid
principal of any of the Bonds which shall have become due at maturity or
upon mandatory redemption prior to maturity (other than Bonds called for
redemption for the payment of which moneys are held pursuant to the
provisions of Section 8.01 of this Resolution), in the order of their due
dates, with interest upon such Bonds from the respective dates upon which
they became due, and, if the amount available shall not be sufficient to pay
in full Bonds due on any particular date, together with such interest, then
to the payment first of such interest, ratably according to the amount of
such interest due on such date, and then to the payment of such principal,
ratably according to the amount of such principal due on such date, to the
Persons entitled thereto without any discrimination or preference; and
THIRD: to the payment of the Redemption Price of any Bonds
called for optional redemption pursuant to the provisions of this
Resolution.
(2) If the principal of all the Bonds shall have become due and payable, all
such moneys shall be applied to the payment of the principal and interest then due and
unpaid upon the Bonds, with interest thereon as aforesaid, without preference or priority
of principal over interest or of interest over principal, or of any installment of interest
over any other installment of interest, or of any Bond over any other Bond, ratably,
according to the amounts due respectively for principal and interest, to the Persons
entitled thereto without any discrimination or preference.
(C) To the payment of all amounts owed to the Insurer not covered by (A) or (B)
above.
SECTION 6.07. CONTROL BY INSURER. If the Bonds or any portion thereof
(the "Insured Bonds") are insured by the Bond Insurance Policy, to the extent the Insurer makes
any payment of principal of or interest on Insured Bonds in accordance with the Bond Insurance
Policy, such Insurer shall become subrogated to the rights of the recipients of such payments in
accordance with the terms of the Bond Insurance Policy. Upon the occurrence and continuance
of an Event of Default, the Insurer, if it shall not be in payment default under the Bond Insurance
Policy, shall be deemed to be the sole owner of such Insured Bonds for purposes of (A) directing
and controlling the enforcement of all rights and remedies with respect to the Insured Bonds,
including any waiver of an Event of Default and removal of any trustee, and (B) exercising any
voting right or privilege or giving any consent or direction or taking any other action that the
Holders of such Insured Bonds are entitled to take pursuant to this Article VI. No provision
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expressly recognizing or granting rights in or to the Insurer shall be modified without the consent
of the Insurer. The Insurer's rights under this Section 6.07 shall be suspended during any period
in which the Insurer is in default in its payment obligations under the Bond Insurance Policy
(except to the extent of amounts previously paid by the Insurer and due and owing to it) and shall
be of no force or effect if the Bond Insurance Policy is no longer in effect or if the Insurer asserts
that the Bond Insurance Policy is not in effect or if the Insurer waives such rights in writing. The
rights granted to the Insurer under this Section 6.07 are granted in consideration of the Insurer
issuing the Bond Insurance Policy. The Issuer shall provide the Insurer immediate notice of any
Event of Default described in Section 6.01(A) hereof and notice of any other Event of Default
occurring hereunder within 30 days of the occurrence thereof. The Insurer hereunder shall be
considered a third -party beneficiary to the Resolution with respect to the Insured Bonds.
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ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT
BONDHOLDERS' CONSENT. The Issuer, from time to time and at any time, may adopt such
Supplemental Resolutions without the consent of the Bondholders (which Supplemental
Resolution shall thereafter form a part hereof) for any of the following purposes:
(A) To cure any ambiguity or formal defect or omission or to correct any inconsistent
provisions in this Resolution or to clarify any matters or questions arising hereunder.
(B) To grant to or confer upon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the Bondholders.
(C) To add to the conditions, limitations and restrictions on the issuance of Bonds
under the provisions of this Resolution other conditions, limitations and restrictions thereafter to
be observed.
(D) To add to the covenants and agreements of the Issuer in this Resolution other
covenants and agreements thereafter to be observed by the Issuer or to surrender any right or
power herein reserved to or conferred upon the Issuer.
(E) To specify and determine the matters and things referred to in Section 2.01 hereof
and also any other matters and things relative to such Bonds which are not contrary to or
inconsistent with this Resolution as theretofore in effect, or to amend, modify or rescind any
such authorization, specification or determination at any time prior to the first delivery of the
Bonds.
(F) To make any other change that, in the reasonable opinion of the Issuer, would not
materially adversely affect the interests of the Holders of the Bonds. In making such
determination, the Issuer shall not take into consideration the Bond Insurance Policy, if any.
SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS'
AND INSURER'S CONSENT. Subject to the terms and provisions contained in this Section
7.02 and Sections 7.01 and 7.03 hereof, the Holder or Holders of not less than a majority in
aggregate principal amount of the Bonds then Outstanding shall have the right, from time to
time, anything contained in this Resolution to the contrary notwithstanding, to consent to and
approve the adoption of such Supplemental Resolutions hereto as shall be deemed necessary or
desirable by the Issuer for the purpose of supplementing, modifying, altering, amending, adding
to or rescinding, in any particular, any of the terms or provisions contained in this Resolution;
provided, however, that if such modification or amendment will, by its terms, not take effect so
long as any Bonds of any specified maturity remain Outstanding, the consent of the Holders of
such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the
purpose of any calculation of Outstanding Bonds under this Section 7.02. Any Supplemental
Resolution which is adopted in accordance with the provisions of this Section 7.02 shall also
require the written consent of the Insurer, if any, of Bonds which are Outstanding at the time
35
such Supplemental Resolution shall take effect. No Supplemental Resolution may be approved
or adopted which shall permit or require, without the consent of all affected Bondholders, (A) an
extension of the maturity of the principal of or the payment of the interest on any Bond issued
hereunder, (B) reduction in the principal amount of any Bond or the Redemption Price or the rate
of interest thereon, (C) a preference or priority of any Bond or Bonds over any other Bond or
Bonds, or (D) a reduction in the aggregate principal amount of the Bonds required for consent to
such Supplemental Resolution. Nothing herein contained, however, shall be construed as
making necessary the approval by Bondholders or the Insurer of the adoption of any
Supplemental Resolution as authorized in Section 7.01 hereof.
If at any time the Issuer shall determine that it is necessary or desirable to adopt any
Supplemental Resolution pursuant to this Section 7.02, the Cleric shall cause the Registrar to give
notice of the proposed adoption of such Supplemental Resolution and the form of consent to
such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they appear
on the registration books. Such notice shall briefly set forth the nature of the proposed
Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk
and the Registrar for inspection by all Bondholders. The Issuer shall not, however, be subject to
any liability to any Bondholder by reason of its failure to cause the notice required by this
Section 7.02 to be mailed, and any such failure shall not affect the validity of such Supplemental
Resolution when consented to and approved as provided in this Section 7.02.
Whenever the Issuer shall deliver to the Clerk an instrument or instruments in writing
purporting to be executed by the Holders of not less than a majority in aggregate principal
amount of the Bonds then Outstanding, which instrument or instruments shall refer to the
proposed Supplemental Resolution described in such notice and shall specifically consent to and
approve the adoption thereof in substantially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution in
substantially such form, without liability or responsibility to any Holder of any Bond, whether or
not such Holder shall have consented thereto.
If the Holders of not less than a majority in aggregate principal amount of the Bonds
Outstanding at the time of the adoption of such Supplemental Resolution shall have consented to
and approved the adoption thereof as herein provided, no Holder of any Bond shall have any
right to object to the adoption of such Supplemental Resolution, or to object to any of the terms
and provisions contained therein or the operation thereof, or in any manner to question the
propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or
from taking any action pursuant to the provisions thereof.
Upon the adoption of any Supplemental Resolution pursuant to the provisions of this
Section 7.02, this Resolution shall be deemed to be modified and amended in accordance
therewith, and the respective rights, duties and obligations under this Resolution of the Issuer and
all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in
all respects under the provisions of this Resolution as so modified and amended.
SECTION 7.03. AMENDMENT WITH CONSENT OF INSURER ONLY. For
purposes of amending this Resolution pursuant to Section 7.02 hereof, so long as the Insurer is
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not in default in its payment obligations under the Bond Insurance Policy (except to the extent of
arnounts previously paid by the Insurer and owing to it) the Insurer, if any, of Bonds shall be
considered the Holder of such Insured Bonds which it has insured. The consent of the Holders of
such Insured Bonds shall not be required if the Insurer of such Insured Bonds shall consent to the
amendment as provided by this Section 7.03. Prior to adoption of any amendment made
pursuant to this Section 7.03, notice of such amendment shall be delivered to the Rating
Agencies then rating the Bonds. Upon filing with the Clerk of evidence of such consent the
Insurer as aforesaid, the Issuer may adopt such Supplemental Resolution. After the adoption by
the Issuer of such Supplemental Resolution, notice thereof shall be mailed in the same manner as
notices of an amendment under Section 7.02 hereof.
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ARTICLE VIII
DEFEASANCE
SECTION 8.01. DEFEASANCE. If the Issuer shall pay or cause to be paid or
there shall otherwise be paid to the Holders of any Bonds, the principal and interest or
Redemption Price due or to become due thereon, at the times and in the manner stipulated
therein and in this Resolution, all covenants, agreements and other obligations of the Issuer to the
holders of such Bonds shall thereupon cease, terminate and become void and be discharged and
satisfied. In such event, the Paying Agent shall pay over or deliver to the Issuer all money or
securities held by it pursuant to this Resolution which are not required for payment or
redemption of any Bonds not theretofore surrendered for such payment or redemption.
Any Bonds or interest installments appertaining thereto shall be deemed to have been
paid within the meaning of this Section 8.01 if (i) in case any such Bonds are to be redeemed
prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds
for redemption and notice of such redemption shall have been duly given or provision shall have
been made for the giving of such notice, and (ii) there shall have been deposited in irrevocable
trust with a banking institution or trust company by or on behalf of the Issuer either moneys in an
amount which shall be sufficient, or Refunding Securities verified by an independent certified
public accountant to be in such amount that the principal of and the interest on which, when due,
will provide moneys which, together with the moneys, if any, deposited with such banking
institution or trust company at the same time shall be sufficient, to pay the principal of,
Redemption Price, if applicable and interest due and to become due on said Bonds on and prior
to the redemption date or maturity date thereof, as the case may be. Except as hereafter provided,
neither the Refunding Securities nor any moneys so deposited with such banking institution or
trust company nor any moneys received by such bank or trust company on account of principal
of or interest on said Refunding Securities shall be withdrawn or used for any purpose other than,
and all such moneys shall be held in trust for and be applied to, the payment, when due, of the
principal of or Redemption Price of the Bonds for the payment of which they were deposited and
the interest accruing thereon to the date of redemption or maturity, as the case may be; provided,
however, the Issuer may substitute new Refunding Securities and moneys for the deposited
Refunding Securities and moneys if the new Refunding Securities and moneys are sufficient to
pay the principal of and interest on or Redemption Price, if applicable, of the refunded Bonds.
If Bonds are not to be redeemed or paid within 60 days after any such defeasance
described in this Section 8.01, the Issuer shall cause the Registrar to mail a notice to the Holders
of such Bonds that the deposit required by this Section 8.01 of moneys or Refunding Securities
has been made and said Bonds are deemed to be paid in accordance with the provisions of this
Section 8.01 and stating such maturity date upon which moneys are to be available for the
payment of the principal of and interest on or redemption price of said Bonds. Failure to provide
said notice shall not affect the Bonds being deemed to have been paid in accordance with the
provisions of this Section 8.01.
Nothing herein shall be deemed to require the Issuer to call any of the Outstanding Bonds
for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to
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impair the discretion of the Issuer in determining whether to exercise any such option for early
redemption.
Notwithstanding anything herein to the contrary, in the event that the principal of or
interest due on the Bonds shall be paid by the Insurer, such Bonds shall remain Outstanding,
shall not be defeased or otherwise satisfied and shall not be considered paid by the Issuer, and all
covenants, agreements and other obligations of the Issuer to the Bondholders shall continue to
exist and the Insurer shall be subrogated to the rights of such Bondholders.
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ARTICLE IX
MISCELLANEOUS
SECTION 9.01. SALE OF BONDS. Upon the delivery to the Chairman and Clerk
of a Purchase Contract substantially in the form of Exhibit A attached hereto, evidencing:
(A) Bonds in an aggregate principal amount not exceeding $56,000,000;
(B) A final maturity of such Bonds of not later than October 1, 2042;
(C) A true interest cost with respect to the Bonds of not greater than 5.00% per
annum; and
(D) An underwriting discount of not greater than $3.50 per $1,000 of Bonds;
the Bonds shall be sold to the Underwriters pursuant to the Purchase Contract at the purchase
price provided therein (including any original issue discounts or original issue premiums), all
terms and conditions set forth in said Purchase Contract being hereby approved. Upon
compliance with the foregoing, the Chairman is hereby authorized and directed to execute said
Purchase Contract and to deliver the same to the Underwriters.
SECTION 9.02. OFFICIAL STATEMENT; CONTINUING DISCLOSURE
CERTIFICATE.
(A) The form, terms and provisions of the Official Statement, dated the date of
execution of the Purchase Contract, in substantially the form attached hereto as Exhibit B, which
shall include the terms and provisions set forth in the executed version of the Purchase Contract,
relating to the Bonds, be and the same hereby are approved with respect to the information
therein contained. The Chairman and the County Administrator, upon execution of the Purchase
Contract described above, are hereby authorized and directed to execute and deliver said Official
Statement in the name and on behalf of the County, and thereupon to cause such Official
Statement to be delivered to the Underwriter with such changes, amendments, omissions and
additions as may be approved by the Chairman. The use of the Preliminary Official Statement,
in the form attached hereto as Exhibit B, in the marketing of the Bonds is hereby authorized, and
the Official Statement, including any such changes, amendments, modifications, omissions and
additions as approved by the Chairman, and the information contained therein are hereby
authorized to be used in connection with the sale of the Bonds to the public. Execution by the
Chairman and the County Administrator of the Official Statement shall be deemed to be
conclusive evidence of approval of such changes, amendments, modifications, omissions and
additions. The Chairman and County Administrator are hereby authorized to deem the
Preliminary Official Statement "final," within the meaning of Securities and Exchange
Commission Rule 15c2-12, except for permitted omissions as described therein.
(B) In order to enable the Underwriters to comply with the provisions of SEC Rule
15c2-12 relating to secondary market disclosure, the Chairman is hereby authorized and directed
to execute and deliver the Continuing Disclosure Certificate in the name and on behalf of the
M
County substantially in the form attached hereto as Exhibit C, with such changes, amendments,
omissions and additions as shall be approved by the Chairman, his execution and delivery
thereof being conclusive evidence of such approval.
SECTION 9.03. APPOINTMENT OF REGISTRAR AND PAYING AGENT.
U.S. Bank National Association, Jacksonville, Florida, is hereby designated Registrar and Paying
Agent for the Bonds. The Chairman and the Clerk are hereby authorized to enter into any
agreement which may be necessary to effect the transactions contemplated by this Section 9.03.
SECTION 9.04. PURCHASE OF BOND INSURANCE POLICY. Pursuant to
Section 2.01 hereof, the Chairman, upon advice of the County's Financial Advisor, is delegated
the authority to determine whether a Bond Insurance Policy should be purchased with respect to
all or a portion of the Bonds. In connection therewith, in the event bond insurance is so utilized,
the Issuer hereby authorizes and directs the Chairman to execute and deliver a standard insurance
agreement and a bond insurance commitment, and the Clerk to attest the same under the official
seal of the Issuer. All of the provisions of the insurance agreement, when executed and delivered
by the Issuer as authorized herein and when duly authorized, executed and delivered by the
Insurer, shall be deemed to be a part of this Resolution as fully and to the same extent as if
incorporated verbatim herein.
SECTION 9.05. GENERAL AUTHORITY. The members of the Board of
County Commissioners of the Issuer and the officers, attorneys and other agents or employees of
the Issuer and the Clerk are hereby authorized to do all acts and things required of them by this
Resolution, or desirable or consistent with the requirements hereof, including the execution of
such documents necessary to establish a book -entry system of registration with respect to the
Bonds, for the full punctual and complete performance hereof or thereof. Each member,
employee, attorney and officer of the Issuer is hereby authorized and directed to execute and
deliver any and all papers and instruments and to be and cause to be done any and all acts and
things necessary or proper for carrying out the transactions contemplated hereunder. The
Chairman and/or the Clerk are hereby authorized to execute such tax forms or agreements as
shall be necessary to effect the transactions contemplated hereby, including designating Bond
Counsel to assist or act as agent with respect thereto.
SECTION 9.06. SEVERABILITY OF INVALID PROVISIONS. If any one or
more of the covenants, agreements or provisions of this Resolution shall be held contrary to any
express provision of law or contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such
covenants, agreements or provisions shall be null and void and shall be deemed separable from
the remaining covenants, agreements and provisions of this Resolution and shall in no way affect
the validity of any of the other covenants, agreements or provisions hereof or of the Bonds issued
hereunder.
SECTION 9.07. REPEAL OF INCONSISTENT RESOLUTIONS. All
ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed
to the extent of such conflict.
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SECTION 9.48. EFFECTIVE DATE. This Resolution shall become effective
immediately upon its passage and adoption.
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PASSED AND DULY ADOPTED this 161h day of May, 2017.
ST. LUCIE COUNTY, FLORIDA
(SEAL) O!rll
Chairman, bard of County ommissioners
ATTEST:
-Dtfuhj Clerk of the Circuit Court, ex officio Clerk
of the Board of County Commissioners
2�y COMM
0
0R(®l
c�F COUNT'
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EXHIBIT A
FORM OF BOND PURCHASE CONTRACT
A-1
EXHIBIT B
FORM OF OFFICIAL STATEMENT
EXHIBIT C
FORM OF CONTINUING DISCLOSURE CERTIFICATE
C-1