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HomeMy WebLinkAbout17-260EXECUTION COPY ST. LUCIE COUNTY, FLORIDA TAXABLE NON -AD VALOREM REVENUE BONDS, SERIES 2017A BOND RESOLUTION ADOPTED NOVEMBER 7, 2017 TABLE OF CONTENTS PAGE ARTICLE I GENERAL SECTION 1.01. DEFINITIONS............................................................................................ 1 SECTION 1.02. AUTHORITY FOR RESOLUTION.......................................................... 6 SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT ..................................... 6 SECTION1.04. FINDINGS.................................................................................................. 7 SECTION 1.05. AUTHORIZATION OF THE PROJECT ................................................... 7 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 .......................... 8 APPLICATION OF BOND PROCEEDS .................................................. 8 EXECUTION OF BONDS......................................................................... 9 AUTHENTICATION................................................................................. 9 TEMPORARYBONDS............................................................................. 9 BONDS MUTILATED, DESTROYED, STOLEN OR LOST .................. 9 INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER...... 10 FULL BOOK ENTRY FOR BONDS ....................................................... 11 FORMOF BONDS................................................................................... 12 ARTICLE III REDEMPTION OF BONDS SECTION 3.01. PRIVILEGE OF REDEMPTION............................................................. 21 SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED ..................................... 21 SECTION 3.03. NOTICE OF REDEMPTION................................................................... 21 SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS ......................................... 22 SECTION 3.05. PAYMENT OF REDEEMED BONDS .................................................... 22 ARTICLE IV SECURITY; FUNDS; COVENANTS OF THE ISSUERS SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER ............................ 23 SECTION 4.02. SECURITY FOR BONDS........................................................................ 23 SECTION 4.03. PROJECT FUND...................................................................................... 23 SECTION 4.04. COVENANT TO BUDGET AND APPROPRIATE; PAYMENT OFBONDS............................................................................................... 24 SECTION 4.05. ISSUANCE OF OTHER OBLIGATIONS ............................................... 24 SECTION 4.06. INVESTMENTS....................................................................................... 25 SECTION 4.07. SEPARATE ACCOUNTS........................................................................ 25 i ARTICLE V COVENANTS SECTION 5.01. GENERAL................................................................................................ 26 SECTION 5.02. ANNUAL BUDGET................................................................................ 26 SECTION 5.03. ANNUAL AUDIT.................................................................................... 26 ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. EVENTS OF DEFAULT .................................................. 2 SECTION 6.02. REMEDIES............................................................................................... 27 SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL 36 SECTION 9.03. PROCEEDINGS....................................................................................... 28 SECTION 6.04. REMEDIES CUMULATIVE................................................................... 28 SECTION 6.05. WAIVER OF DEFAULT......................................................................... 28 SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT ............................... 28 SECTION 6.07. CONTROL BY INSURER....................................................................... 29 ARTICLE VII SUPPLEMENTAL RESOLUTIONS SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS' CONSENT................................................................. 31 SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS' AND INSURER'S CONSENT................................................................. 31 SECTION 7.03. AMENDMENT WITH CONSENT OF INSURER ONLY ..................... 32 ARTICLE VIII DEFEASANCE SECTION8.01. DEFEASANCE......................................................................................... 34 ARTICLE IX MISCELLANEOUS SECTION 9.01. SALE OF BONDS.................................................................................... 36 SECTION 9.02. OFFICIAL STATEMENT; CONTINUING DISCLOSURE CERTIFICATE......................................................................................... 36 SECTION 9.03. APPOINTMENT OF REGISTRAR AND PAYING AGENT ............... 37 SECTION 9.04. PURCHASE OF BOND INSURANCE POLICY .................................... 37 SECTION 9.05. DESIGNATION OF UNDERWRITERS ................................................. 37 SECTION 9.06. GENERAL AUTHORITY........................................................................ 37 SECTION 9.07. SEVERABILITY OF INVALID PROVISIONS ...................................... 37 SECTION 9.08. REPEAL OF INCONSISTENT RESOLUTIONS ................................... 38 SECTION 9.09. EFFECTIVE DATE.................................................................................. 38 ii EXHIBIT A - FORM OF BOND PURCHASE CONTRACT EXHIBIT B - FORM OF OFFICIAL STATEMENT EXHIBIT C - FORM OF CONTINUING DISCLOSURE CERTIFICATE EXHIBIT D - UNDERWRITER RECOMMENDATION iii RESOLUTION NO. 17-260 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $26,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF ST. LUCIE COUNTY, FLORIDA TAXABLE NON -AD VALOREM REVENUE BONDS, SERIES 2017A, TO FINANCE THE ACQUISITION OF CERTAIN PORT AND ANCILLARY FACILITIES AND PROPERTY RIGHTS LOCATED IN THE COUNTY AND THE CONSTRUCTION OF CERTAIN IMPROVEMENTS THERETO; 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, 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 Taxable Non -Ad Valorem Revenue Bonds, Series 2017A. "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. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations and rules thereunder in effect or proposed. 2 "Cost" or "Costs" shall mean (1) the Issuer's cost of physical construction of the Project; (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. "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 3 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 May 1 and November 1 of each year, commencing May 1, 2018, and any date of redemption of any portion 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. "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 n 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. "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. "Project" shall mean the acquisition of certain port and ancillary facilities and property rights located within the Issuer and the construction of certain improvements thereto. "Rating Agencies" means Fitch, Moody's and Standard & Poor's. "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. 5 "Resolution" shall mean this Resolution, as the same may from time to time be amended, modified or supplemented by Supplemental Resolution. "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 performed 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, if any, but only in accordance with Ce 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 determined pursuant to the provisions herein. (C) The Bonds shall be secured solely by 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 Non - Ad Valorem Revenues budgeted and appropriated 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 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 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) Citigroup Global Markets Inc., on behalf of itself and Wells Fargo Bank, National Association (collectively, and as authorized by Section 9.05 hereof, 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. 7 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 Taxable Non -Ad Valorem Revenue Bonds, Series 2017A," issued in the aggregate principal amount of not exceeding $26,000,000, 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 Project Fund and used to pay the costs of the Project. 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 9 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 10 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 11 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 $5,000 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): 12 No. R - UNITED STATES OF AMERICA STATE OF FLORIDA ST. LUCIE COUNTY, FLORIDA TAXABLE NON -AD VALOREM REVENUE BONDS, SERIES 2017A Interest Maturity Date of Rate Date Original Issue CUSIP Number Registered Holder: Principal Amount: 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 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 May 1 and November 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. 13 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, and other applicable provisions of law (collectively, the "Act"), and a resolution duly adopted by the Board of County Commissioners of the Issuer on November 7, 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 acquire certain port and ancillary facilities and property rights and to finance certain capital improvements in and for the Issuer. Pursuant to the Resolution, the Issuer 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. 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 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 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 14 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. 15 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 Issue. (SEAL) Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners ST. LUCIE COUNTY, FLORIDA Chairman, Board of County Commissioners 16 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the Issue described in the within -mentioned Resolution. DATE OF AUTHENTICATION: Registrar In Authorized Officer 17 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. 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. 19 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 in common UNIF TRANS MIN ACT -- (Cust.) Custodian for under Uniform Transfers to Minors Act of (State) Additional abbreviations may also be used though not in list above. 20 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, (6) 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 to the redemption date, and that from and after such date interest thereon shall cease to accrue 21 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. 22 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 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 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 covenant to budget and appropriate Non -Ad Valorem Revenues described in Section 4.06 hereof. SECTION 4.03. PROJECT 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 2017A Project Fund," which shall be used only for payment of the Costs of the Project. Moneys in the Project 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 Project 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 Project 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 (5) 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 Project 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 the Project, is a proper charge against the Project Fund, has not been theretofore reimbursed to the 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. 23 Notwithstanding any of the other provisions of this Section 4.03, to the extent that other moneys are not available therefor, amounts in the Project 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 Project 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. 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 pay principal of and interest on the Bonds when due. 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 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 4.04, 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 4.05. ISSUANCE OF OTHER OBLIGATIONS. Except for the Bonds, the Issuer will not issue any additional obligations payable from the Non -Ad Valorem 24 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 4.05 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 4.06. INVESTMENTS. The Project 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 Project 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 Project Fund shall be retained therein. 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 4.07. 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. M 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. W 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. The Issuer shall provide the Holders with immediate notice of any Event of Default described in Section 6.01(A) hereof and notice of any other Default occurring hereunder within thirty (30) days of the occurrence thereof. 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 27 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 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: W (1) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: 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, 29 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 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. 30 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 immaterial 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 31 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, if any, 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 Clerk 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 32 not in default in its payment obligations under the Bond Insurance Policy (except to the extent of amounts 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. 33 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 34 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. 35 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 $26,000,000; (B) A final maturity of such Bonds of not later than November 1, 2047; (C) A true interest cost with respect to the Bonds of not greater than 5.50% per annum; and (D) An underwriting discount of not greater than $3.75 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 Underwriters 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 36 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. DESIGNATION OF UNDERWRITERS. The County hereby designates Citibank Global Markets Inc. as lead managing underwriter for the Bonds, and Wells Fargo Bank, National Association, as co -manager, pursuant to the recommendation of the County's Financial Advisor attached hereto as Exhibit D. SECTION 9.06. 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 9.07. 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. 37 SECTION 9.08. REPEAL OF INCONSISTENT RESOLUTIONS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 9.09. EFFECTIVE DATE. This Resolution shall become effective immediately upon its passage and adoption. PASSED AND DULY ADOPTED this 7"' day of November, 2017. (SEAL) ATTEST: the 'rcuit Court, ex officio Clerk Of heBoarddof County Commissioners ST. LUCIE COUNTY, FLORIDA Chairman, B and of Cou Commissioners 39 EXHIBIT A FORM OF BOND PURCHASE CONTRACT A-1 DRAFT -2 GrayRobinson, P.A. October 25, 2017 BOND PURCHASE CONTRACT , 2017 RE: $ St. Lucie County, Florida Taxable Non -Ad Valorem Revenue Bonds, Series 2017A Board of County Commissioners of St Lucie County, Florida Fort Pierce, Florida Ladies and Gentlemen: The undersigned, Citigroup Global Markets Inc. (the "Representative"), on behalf of itself and Wells Fargo Bank, National Association (collectively, the "Underwriters"), jointly and severally, hereby offer to purchase all of the Bonds (as hereinafter defined) from St. Lucie County, Florida (the "Issuer"), subject to the acceptance of this offer by the Issuer on or before 12:00 P.M. (New York, New York time), on the date hereof, which offer, upon acceptance by the Issuer, will be binding upon the Issuer and upon the Underwriters. The Representative hereby warrants that it is duly authorized to execute this Purchase Contract on behalf of the Underwriters and has been duly authorized to act hereunder in connection with the purchase of the Bonds. SECTION 1. Definitions: The following terms shall have the following meanings in this Purchase Contract unless another meaning is plainly intended, and capitalized terms not otherwise defined herein have the meanings ascribed to them in the hereinafter defined Bond Resolution: "Bond Counsel" means Nabors, Giblin & Nickerson, P.A. "Bond Resolution" means the Bond Resolution adopted ,2017 by the Issuer in connection with the Bonds. "Bonds" means the $ St. Lucie County, Florida Taxable Non -Ad Valorem Revenue Bonds, Series 2017A. "Closing" refers to the transaction at which the Bonds are delivered by the Issuer to the Underwriters and paid for by the Underwriters pursuant to this Purchase Contract, as further described in Section 4 hereof. "Closing Documents" means the documents described in Section 5 hereof, which are required to be delivered to the Underwriters at the Closing. "Code" means the Internal Revenue Code of 1986, as amended, together with the regulations thereunder. "Continuing Disclosure Certificate" means, the Continuing Disclosure Certificate, dated as of , 2017, of the Issuer. "County Attorney" means Daniel S. McIntyre, County Attorney. "Disclosure Counsel" means Bryant Miller Olive P.A. "Issuer" means St. Lucie County, Florida. "Letter" means the Blanket Letter of Representations between the Issuer and The Depository Trust Company, relating to the global book -entry system for ownership of beneficial interests in the Bonds. "Official Statement" means the Official Statement of the Issuer with respect to the Bonds, substantially in the form of the Preliminary Official Statement, including the cover page, inside cover page and all appendices, exhibits and statements included therein or attached thereto, and all supplements thereto, with such changes as shall be necessary to conform to the terms of this Purchase Contract and shall be approved by the Underwriters and the Issuer. "Preliminary Official Statement" means the Preliminary Official Statement dated , 2017 of the Issuer with respect to the Bonds, including the cover page, inside cover page and all appendices, exhibits and statements included therein or attached thereto. "Purchase Contract" means this Bond Purchase Contract between the Underwriters and the Issuer. "Representative" means Citigroup Global Markets Inc., as representative of the Underwriters. "State" means the State of Florida. "Underwriters" means, collectively, Citigroup Global Markets Inc. and Wells Fargo Bank, National Association "Underwriters' Counsel" means GrayRobinson, P.A.. SECTION 2. Purchase and Sale of the Bonds. Upon the terms and conditions contained herein and upon the basis of the representations herein set forth, the Underwriters will purchase and the Issuer will sell, all, but not less than all, of the Bonds at an aggregate purchase price of $ The foregoing purchase price reflects $ of original issue premium and $ of underwriting discount with respect to the Bonds. The Bonds shall be dated their date of delivery, and shall have the maturities and bear interest at the rates, and be sold to the public at the prices, and shall be subject to redemption on the dates, all as set forth on Schedule A hereto. The Bonds shall be substantially in the form described in, and shall be issued and secured pursuant to the provisions of the Bond Resolution, as well as Chapter 125, Florida 2 Statutes, Section 288.11631, Florida Statutes, and other applicable provisions of law (collectively, the "Act"). The Bonds and interest thereon will be payable solely from and secured by a covenant of the Issuer, subject to certain conditions set forth in the Bond Resolution, to budget and appropriate from Non -Ad Valorem Revenues amounts sufficient to pay the principal of and interest on the Bonds when due. 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 AMOUNTS BUDGETED AND APPROPRIATED BY THE ISSUER FROM NON -AD VALOREM REVENUES IN ACCORDANCE WITH THE BOND RESOLUTION. 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 NON -AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE BOND RESOLUTION. The Underwriters agree to make an initial bona fide public offering of the Bonds at the offering prices or yields set forth in Schedule A; provided, however, that the Underwriters reserve the right to: (i) offer and sell the Bonds to certain dealers and others at prices lower than such offering prices; and (ii) change such offering prices after the initial offering to such extent as the Underwriters shall deem necessary in connection with the marketing of the Bonds. The primary role of the Underwriters, as underwriters, is to purchase the Bonds for resale to investors, in an arm's length commercial transaction between the Issuer and the Underwriters. The Underwriters, as underwriters, have financial and other interests that differ from those of the Issuer. The Issuer (i) ratifies and approves the use by the Underwriters prior to the date hereof of the Preliminary Official Statement in connection with the offering of the Bonds, (ii) agrees that the Official Statement and copies of the Bond Resolution may be used by the Underwriters in the offering of the Bonds, and (iii) agrees that it will cooperate reasonably with the Underwriters if the Underwriters decide to qualify the Bonds under the securities act of any state except as limited by Section 3(i) hereof. The Issuer acknowledges that it has received a copy of the Preliminary Official Statement and has reviewed the same to its satisfaction, including the information therein under the section "UNDERWRITING." Delivered to the Issuer herewith by the Representative and attached hereto as Exhibit A is a disclosure statement of the Underwriters pursuant to Section 218.385, Florida Statutes. The Issuer hereby acknowledges receipt from the Representative of a check in the amount of $ (the "Good Faith Check"), which Good Faith Check shall not be cashed by the Issuer except under the circumstances set forth in this paragraph. If the Issuer does not accept this offer, or upon the Issuer's failure (other than for a reason permitted under this Purchase Contract) to deliver the Bonds at Closing, or if the Issuer shall be unable to satisfy the conditions to the Underwriters' obligations contained in this Purchase Contract, or otherwise, at 3 Closing, the Issuer shall immediately return the uncashed Good Faith Check to the Representative. If the Underwriters fail (other than for a reason permitted under this Purchase Contract) to accept and pay for all of the Bonds at Closing, the Good Faith Check may be cashed by the Issuer and the proceeds thereof retained by the Issuer as and for full liquidated damages (because the amount of such damages cannot be calculated by the parties hereto) for such failure and for any and all defaults hereunder on the part of the Underwriters, and thereupon, any claims and rights of the Issuer hereunder against the Underwriters shall be fully released and discharged. Accordingly, the Underwriters hereby waive any right to claim that the actual damages of the County are less than such sum, and the acceptance of this offer by the County shall constitute a waiver of any right the County may have to additional damages from the Underwriters. SECTION 3. Representations, Warranties and Covenants of the Issuer. The Issuer represents and warrants to and covenants with the Underwriters that: (a) The Issuer is a validly existing political subdivision of the State and has, and at the time of the Closing will have, full legal right, power and authority (i) to execute and deliver this Purchase Contract and the Continuing Disclosure Certificate, (ii) to adopt the Bond Resolution, (iii) to covenant and agree to budget and appropriate from its Non -Ad Valorem Revenues to pay the principal of and interest on the Bonds and to make other payments due under the Bond Resolution in the manner and to the extent provided in the Bond Resolution, (iv) to sell, execute, issue and deliver the Bonds to the Underwriters pursuant to the Constitution and laws of the State, particularly the Act and (v) to apply the proceeds of the Bonds in accordance with the Bond Resolution and as contemplated by the Official Statement. (b) The Issuer has (i) duly authorized and approved the execution and delivery of the Official Statement, (ii) duly authorized and approved the execution and delivery of, and performance by the Issuer of its obligations under the Bonds, the Continuing Disclosure Certificate and this Purchase Contract, (iii) duly authorized and approved the performance by the Issuer of its obligations under the Bond Resolution and the consummation by it of all other transactions contemplated by the Official Statement to be performed by the Issuer and (iv) duly authorized and adopted the Bond Resolution. (c) At or prior to the Closing, the Bonds will have been duly authorized, executed and delivered by the Issuer, and each of them and the Bond Resolution will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by bankruptcy or other laws affecting creditors' rights generally and except that equitable remedies lie in the discretion of the court and may not be available. (d) As of the date hereof, the Issuer is not, and as of the date of Closing will not be, in material breach of or in material default under any constitutional provision, applicable law or administrative rule or regulation of the State, the United States, or of any department, division, agency or instrumentality of either thereof or any applicable court or administrative decree or order, or any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument to which the Issuer is subject or by which the Issuer is bound, which in any material way, directly or indirectly, affects the issuance of the Bonds or the validity thereof, the validity 4 or adoption of the Bond Resolution, or the execution and delivery of the Bonds, this Purchase Contract, the Continuing Disclosure Certificate, the Official Statement or the other instruments contemplated by the issuance of the Bonds to which the Issuer is or will be a party, and compliance with the provisions of each thereof will not materially conflict with or constitute a material breach of or material default under any constitutional provision, applicable law or administrative rule or regulation of the State, the United States, or of any department, division, agency or instrumentality of either thereof. (e) The Preliminary Official Statement and the Official Statement (including the financial and statistical data included therein and the Appendices thereto, but excluding the information contained under the subheading "DESCRIPTION OF THE SERIES 2017A BONDS -- Book -Entry Only System") did not as of their respective dates, and the Official Statement at Closing will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial and statistical data relating to the Issuer and the Non - Ad Valorem Revenues and the audited financial statements of the Issuer contained in the Official Statement fairly present, and at the Closing will fairly present, the financial condition of the Issuer and the Non -Ad Valorem Revenues at the dates and for the periods therein specified in conformity with generally accepted accounting principles, as modified by applicable State requirements and the governmental accounting standards promulgated by the Governmental Accounting Standards Board, applied on a basis substantially consistent with that of the audited financial statements of the Issuer. (f) The Bonds and the Bond Resolution conform to the descriptions thereof contained in the Official Statement, and the Bonds, when delivered in accordance with the Bond Resolution and paid for by the Underwriters at the Closing as provided herein, will be validly issued and outstanding special obligations of the Issuer entitled to an the benefits and security of the Bond Resolution. (g) Except as disclosed in the Official Statement, no controversy or litigation of any nature is now pending or, to the best of the Issuer's knowledge, threatened in any court or before any governmental agency: (i) restraining or enjoining, or seeking to restrain or enjoin, the issuance, sale, execution or delivery of the Bonds, or the Issuer's covenant to budget and appropriate from its Non -Ad Valorem Revenues to pay the principal of and interest on the Bonds and to make other payments under the Bond Resolution to the extent and in the manner provided under the Bond Resolution, or the execution, delivery and performance of this Purchase Contract or the Continuing Disclosure Certificate; or (ii) in any way contesting or affecting (a) the validity or enforceability of the Bonds, this Purchase Contract or the Continuing Disclosure Certificate, or (b) any proceedings of or on behalf of the Issuer taken with respect to the issuance and sale of the Bonds, or (c) the adoption of the Bond Resolution, or (d) the title to office of the members of the Board of County Commissioners or the existence or powers of the Issuer, or (e) the covenant to budget and appropriate Non -Ad Valorem Revenues in the manner and to the extent described in the Bond Resolution; or (iii) in any manner questioning (a) the proceedings or authority for the issuance of the Bonds, or (b) any provisions made or authorized for the payment of the Bonds, or (c) the existence of the Issuer, or (d) the power of the Issuer to issue the Bonds, adopt the Bond Resolution, or undertake any other transactions contemplated by the Official Statement; or (iv) which would have a material adverse effect upon the operations or financial condition of the Issuer or the contemplated use of the proceeds of the Bonds or would result in any material adverse change in the ability of the Issuer to covenant to budget and appropriate Non -Ad Valorem Revenues in the manner and to the extent described in the Bond Resolution or to pay debt service on the Bonds; or (v) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto. (h) None of the Issuer's proceedings or authority for the issuance, sale, execution and delivery of the Bonds, or the execution and delivery of this Purchase Contract, the Continuing Disclosure Certificate or the adoption of the Bond Resolution, has been repealed, modified, amended, revoked or rescinded. (i) The Issuer will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters, as the Underwriters may reasonably request, to qualify the Bonds for offer and sale under the "blue sky" or securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate, provided that, in connection therewith, the Issuer shall not be required to file a general consent to service of process or qualify to do business in any jurisdiction or become subject to service of process in any jurisdiction in which the Issuer is not now subject to such service. 0) The Issuer will apply the proceeds of the Bonds in accordance with the Bond Resolution and as contemplated by the Official Statement. (k) All approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, legislative body, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect: (i) the issuance and sale to the Underwriters of the Bonds; or (ii) the execution and delivery by the Issuer of, or the performance by it of its obligations under the Bonds, the Bond Resolution, the Continuing Disclosure Certificate and this Purchase Contract have been obtained and are in full force and effect; except that the Issuer is not responsible for such approvals, consents, orders or other action as may be required under the securities laws of any state in connection with the offering and sale of the Bonds. (1) The Issuer has not, since December 31, 1975, been in default as to principal and interest on bonds, or other debt obligations to which revenues of the Issuer are pledged; and with respect to bonds or other debt obligations as to which the Issuer has served only as a conduit issuer, to the extent any of such bonds or other debt obligations are in default as to principal and/or interest, the obligation of the Issuer thereunder is limited solely to payment from funds Al received by the party on whose behalf such bonds or other debt obligations were issued, and the Issuer is not obligated to pay the principal of or interest on such bonds or other debt obligations from any funds of the Issuer. In regard to the latter, although the Issuer has not undertaken an independent review or investigation of such bonds or other obligations for which it served only as conduit issuer, the Issuer in good faith believes the disclosure of such defaults or investigations would not be considered material by a reasonable investor in the Bonds. (m) Any certificate signed by the Chairman or Vice Chairman of the Board of County Commissioners or other authorized official of the Issuer shall be deemed a representation, warranty and covenant by the Issuer to the Underwriters as to the statements made therein. (n) All proceedings of the Board of County Commissioners relating to the adoption of the Bond Resolution, the covenant to budget and appropriate Non -Ad Valorem Revenues to pay principal of and interest on the Bonds and other payments due under the Bond Resolution to the extent and in the manner set forth in the Bond Resolution, and the approval and authorization of the issuance and sale of the Bonds, the execution of this Purchase Contract, the Continuing Disclosure Certificate and the Official Statement were conducted at duly convened public meetings of the Board of County Commissioners with respect to which all requisite notices were duly given to the public and at which meetings quorums were at all times present. (o) Except as disclosed in the Official Statement, the Issuer has not failed to comply in the prior five (5) years with any undertakings to provide continuing disclosure pursuant to the Rule 15c2-12 under the Securities Exchange Act ("Rule 15c2-12"); (p) The Issuer has procedures in place to ensure compliance with its undertakings to provide secondary market disclosure in accordance with paragraph (b)(5) of Rule 15c2-12. (q) As of the date hereof and at the time of Closing, the Issuer will be in compliance in all respects with the covenants and agreements contained in the Bond Resolution and no event of default and no event which, with the lapse of time or giving of notice, or both, would constitute an event of default under the Bond Resolution will have occurred or be continuing. (r) The Issuer hereby acknowledges that it has deemed the Preliminary Official Statement final for purposes of Rule 15c2-12, as of its date, except for certain permitted omissions in connection with the pricing of the Bonds as permitted by Rule 15c2-12. (s) Subsequent to the respective dates as of which information is given in the Preliminary Official Statement, and prior to the date of Closing, except as set forth in or contemplated by the Official Statement, unless consented to by the Underwriters, (1) there has not been and will not have been any material increase in the long-term debt payable from Non - Ad Valorem Revenues, (2) there has not been and will not have been any material adverse change in the business or financial position or results of operations of the Issuer, (3) no loss or damage (whether or not insured) to the property of the Issuer has been or will have been sustained which materially and adversely affects the operations of the Issuer, and (4) no legal or governmental proceeding affecting the Issuer or the transactions contemplated by this Purchase Contract has been or will have been instituted or threatened which is material. ►1 (t) Relating to any tax-exempt bonds previously issued by the Issuer, to the best knowledge of the Issuer, there is no unfunded materially significant rebate liability owed to the Internal Revenue Service. (u) Since September 30, 2016, the end of the last fiscal year in which the Issuer's financial statements have been audited, there has been no material adverse change in the financial position and results of operations of the Issuer, and the Issuer has not incurred any material liabilities other than in the ordinary course of business, except as set forth in the Official Statement. (v) Neither the Issuer nor anyone acting on its behalf has, directly or indirectly, offered the Bonds for sale to, or solicited any offer to buy the same from, anyone other than the Underwriters. (w) The Issuer has previously delivered to the Underwriters for review copies of the Preliminary Official Statement. As of its date, the Preliminary Official Statement was deemed final by the Issuer except for the omission of such information permitted to be excluded by Section (b)(1) of Rule 15c2-12. The Official Statement shall be provided for distribution, at the expense of the Issuer, in such quantity as may be requested by the Underwriters no later than the earlier of (i) seven (7) business days after the date of this Purchase Contract or (ii) one (1) business day prior to the date of the Closing, in order to permit the Underwriters to comply with Rule 15c2-12 of the Securities and Exchange Commission ("SEC"), and the applicable rules of the Municipal Securities Rulemaking Board (the "MSRB"), with respect to distribution of the Official Statement. The Issuer shall prepare the Official Statement, including any amendments thereto, in word -searchable PDF format as described in the MSRB's Rule G-32 and shall provide the electronic copy of the word -searchable PDF format of the Official Statement to the Underwriters no later than one (1) business day prior to the date of the Closing to enable the Underwriters to comply with MSRB Rule G-32. (x) If between the date of this Purchase Contract and the earlier of (i) ninety (90) days from the end of the "Underwriting Period" as defined in Rule 15c2-12 or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository (but in no event less than twenty-five (25) days following the end of the Underwriting Period), any event shall occur, of which the Issuer has actual knowledge, which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriters thereof, and, if in the opinion of the Representative or the Issuer such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Issuer will at the expense of the Issuer supplement or amend the Official Statement. SECTION 4. Closing, Delivery and Payment. The Closing shall be held on , 2017 at the offices of the Issuer in Fort Pierce, Florida or at such other time and other place as is agreed upon by the Underwriters and the Issuer. The Bonds will be delivered to The Depository Trust Company, New York, New York ("DTC"), as registered bonds in the name of Cede & Co. It is the intent of the parties hereto that the Bonds will be issued and delivered through the "FAST" closing procedure of DTC for credit to the accounts designated by the Underwriters and the Issuer shall deliver the Bonds to the Registrar and Paying Agent or as otherwise may be agreed to by the Issuer and the Representative. Subject to the terms and conditions hereof, the Underwriters will on the Closing date accept the delivery of the Bonds and pay the purchase price thereof in immediately available funds to the order of the Issuer. The Underwriters have entered into this Purchase Contract in reliance upon the representations and warranties of the Issuer contained herein, and in reliance upon the representations and warranties to be contained in the Closing Documents, and upon the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriters' obligation under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds is conditioned upon the performance by the Issuer of its obligations to be performed hereunder and under such documents and instruments at or prior to the date of the Closing, and is also subject to the following additional conditions: (a) all representations of the Issuer contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing; and (b) at or prior to the Closing, the Underwriters shall have received all of the Closing Documents described in Section 5. If the Issuer shall be unable to satisfy the conditions to the obligation of the Underwriters to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Contract, or if the obligation of the Underwriters to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and none of the Underwriters or the Issuer shall be under any further obligation hereunder except that the respective obligations of the parties set forth in Section 9 hereof shall continue in full force and effect. SECTION 5. Closing Documents. The Underwriters have entered into this Purchase Contract in reliance upon the representations, warranties and covenants of the Issuer contained herein and to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations thereunder, both as of the date hereof and as of the date of Closing. Accordingly, the Underwriters' obligation under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Underwriters, to the accuracy in all material respects of the representations, warranties and covenants on the part of the Issuer contained herein as of the date hereof and as of the date of Closing, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificates or other documents furnished pursuant to the provisions hereof and to the performance by the Issuer of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and the delivery on the date of Closing of the Closing Documents. The Closing Documents shall consist of the following documents, each properly executed, certified or otherwise verified, dated, and in such form as shall be satisfactory to Bond Counsel, the Issuer, the County Attorney, Disclosure Counsel, the Underwriters and Underwriters' Counsel: (a) the Official Statement, executed on behalf of the Issuer by the Chairman and the County Administrator or other authorized officers; 0 (b) The Bond Resolution certified by the Clerk of the Board of County Commissioners (the "Clerk") as having been duly adopted by the Board of County Commissioners and as being in effect on the date of the Closing and as not having been otherwise amended since its adoption, except as provided herein; (c) the Letter; (d) A certificate or certificates, dated the Date of Closing and signed by the Chairman or Vice Chairman, the County Administrator and the Clerk or a Deputy Clerk, to the effect that: (i) The representations and warranties of the Issuer contained herein are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (ii) None of the proceedings or authority for the issuance, sale, execution and delivery of the Bonds and delivery of this Purchase Agreement or the adoption of the Bond Resolution has been repealed, modified, amended, revoked or rescinded; (iii) No event affecting the Issuer has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; (iv) Since September 30, 2016, there has been no material adverse change in the financial position and results of operations of the Issuer, and the Issuer has not incurred any material liabilities other than in the ordinary course of business, except as set forth in the Official Statement; and (v) Nothing has come to their attention which would lead either of them to believe that the Official Statement (excluding the information contained under the subheading "DESCRIPTION OF THE SERIES 2017A BONDS -- Book -Entry Only System"), as of its date and as of the date of delivery of the Bonds, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact which should be included therein for the purposes for which the Official Statement is intended to be used, or which is necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (e) the approving opinion of Bond Counsel substantially in the form included as Appendix D to the Preliminary Official Statement for the Bonds, together with a letter of Bond Counsel, dated as of the date of Closing, and addressed to the Underwriters, to the effect that the foregoing opinion addressed to the Issuer may be relied upon by the Underwriters to the same extent as if such opinion were addressed to them; (f) a supplemental opinion of Bond Counsel; addressed to the Issuer and the Underwriters, substantially to the effect that: 10 (i) The statements contained in the Official Statement under the headings "DESCRIPTION OF THE SERIES 2017A BONDS" (except for the information regarding the DTC and information contained under the heading 'Book -Entry Only System" therein) and "SECURITY FOR THE SERIES 2017A BONDS" insofar as such statements purport to summarize certain provisions of the Bond Resolution and the Bonds are accurate summaries of the provisions purported to be summarized therein and the information contained in the Official Statement under the heading "TAX MATTERS" is accurate; and (ii) The Bonds are exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"); and (iii) The Bond Resolution is exempt from registration under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). (g) an opinion of Daniel S. McIntyre, Esq., County Attorney, addressed to the Issuer, Bond Counsel and the Underwriters and dated the date of the Closing, to the effect that: (i) The Issuer is a duly organized and validly existing political subdivision of the State of Florida duly created, organized and existing under the Act, and has full legal right, power and authority under the Act and the Bond Resolution (A) to enter into, execute and deliver this Purchase Contract, the Continuing Disclosure Certificate and all documents required hereunder and thereunder to be executed and delivered by the Issuer, (B) to sell, issue and deliver the Bonds to the Underwriters as provided herein, (C) to carry out and consummate the transactions contemplated by this Purchase Contract, the Continuing Disclosure Certificate, and the Official Statement, (D) to acquire and construct the Project, and the Issuer has complied, and will at the Closing be in compliance in all material respects, with the terms of the Act as they pertain to such transactions; (ii) By all necessary official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it for (A) the adoption of the Bond Resolution, and the issuance and sale of the Bonds, (B) the approval, execution and delivery of, and the performance by the Issuer of the obligations on its part, contained in the Bonds, this Purchase Contract and the Continuing Disclosure Certificate, and (C) the consummation by it of all other transactions contemplated by the Official Statement, this Purchase Contract and the Continuing Disclosure Certificate and any and all such other agreements and documents as may be required to be executed, delivered and/or received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated herein and in the Official Statement; (iii) The Bond Resolution was duly and validly adopted by the Issuer and is in full force and effect; the Bond Resolution and all other proceedings pertinent to the validity and enforceability of the Bonds and the covenant to budget and appropriate Non - Ad Valorem Revenues to the extent and in the manner provided in the Bond Resolution have been duly and validly adopted or undertaken in compliance with all applicable 11 procedural requirements of the Issuer and in compliance with the Constitution and laws of the State, including the Act; (iv) This Purchase Contract and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the Issuer, and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their respective terms, except to the extent limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles of general application relating to or affecting the enforcement of creditors' rights; and the Bonds, when issued, delivered and paid for, in accordance with the Bond Resolution and this Purchase Contract, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Bond Resolution and enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Bond Resolution will provide, for the benefit of the holders, from time to time, of the Bonds, the legally valid and binding pledge of and lien it purports to create as set forth in the Bond Resolution; (v) The distribution of the Preliminary Official Statement and the Official Statement has been duly authorized by the Issuer; (vi) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under this Purchase Contract, the Continuing Disclosure Certificate and the Bonds have been obtained; (vii) Except as set forth in the Official Statement, there is no legislation, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the Issuer, after due inquiry, threatened against the Issuer, affecting the corporate existence of the Issuer or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds, the covenant to budget and appropriate Non -Ad Valorem Revenues or the acquisition and construction of the Project pursuant to the Bond Resolution or in any way contesting or affecting the validity or enforceability of the Bonds, this Purchase Contract or the Continuing Disclosure Certificate, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the Issuer or any authority for the issuance of the Bonds, the adoption and/or enactment of the Bond Resolution or the execution and delivery of this Purchase Contract or the Continuing Disclosure Certificate, nor, to the best knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, this Purchase Contract or the Continuing Disclosure Certificate; 12 (viii) The execution and delivery of this Purchase Contract or the Continuing Disclosure Certificate and compliance by the Issuer with the provisions hereof and thereof, under the circumstances contemplated herein and therein, will not conflict with or constitute on the part of the Issuer a material breach of or a default under any agreement or instrument to which the Issuer is a party, or violate any existing law, administrative regulation, court order, or consent decree to which the Issuer is subject; and (ix) Based on the examination which such counsel has caused to be made and its participation at conferences at which the Preliminary Official Statement and the Official Statement were discussed, such counsel has no reason to believe that the Preliminary Official Statement as of its date and the Official Statement as of its date and as of the date hereof contain any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect (except for any financial forecast, technical and statistical data included in the Preliminary Official Statement and the Official Statement and except for information regarding DTC and its book -entry system, in each ease as to which no view need be expressed). (h) an opinion of Disclosure Counsel, dated the date of the Closing and addressed to the Issuer and a reliance letter to the Underwriters, both dated the date of Closing, in substantially the form attached hereto as Exhibit B; (i) copies of any and all documents required by the provisions of the Bond Resolution to be obtained or furnished by the Issuer at or prior to the Closing including, but not limited to, the certificates, written statements, certified resolutions, executed documents, opinions, requests and authorizations described in the Bond Resolution; 0) letters from Moody's Investors Service, Inc. ("Moody's) and S&P Global Ratings ("S&P") confirming that the Bonds have been rated and outlook), respectively. (k) a certificate of an authorized representative of U.S. Bank National Association, as Registrar and Paying Agent (the "Registrar") to the effect that: (i) the Registrar is a national banking association duly organized, validly existing and in good standing under the laws of the United States and is duly authorized to exercise trust powers in the State of Florida; (ii) the Registrar has all requisite authority, power, licenses, permits and franchises, and has full corporate power and legal authority to perform its functions under the Bond Resolution; (iii) the performance by the Registrar of its functions under the Bond Resolution will not result in any violation of the Articles of Association or Bylaws of the Registrar, any court order to which the Registrar is subject or any agreement, indenture or other obligation or instrument to which the Registrar is a party or by which the Registrar is bound, and no approval or other action by any governmental authority or agency 13 having supervisory authority over the Registrar is required to be obtained by the Registrar in order to perform its functions under the Bond Resolution; and (iv) to the best of such authorized representative's knowledge, there is no action, suit, proceeding or investigation at law or in equity before any court, public board or body pending or, to his or her knowledge, threatened against or affecting the Registrar wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto is likely to materially and adversely affect the ability of the Registrar to perform its obligations under the Bond Resolution. (1) A certificate in substantially the form as set forth in Appendix E to the Official Statement (the "Continuing Disclosure Certificate") of the Issuer executed by the Chairman or Vice Chairman, or other authorized Issuer official, dated as of the date of Closing, setting forth the Issuer's undertaking to provide or cause to be provided, in accordance with the requirements of paragraph (b)(5) of Rule 15c2-12: (1) certain financial information and operating data on an annual basis (the "Annual Information") for the preceding fiscal year, (2) timely notice of the occurrence of certain material enumerated events with respect to the Bonds, and (3) timely notice of the Issuer's inability to provide the Annual Information on or before the date specified in the Continuing Disclosure Certificate. (m) specimen Bonds; (n) evidence as may be required by Bond Counsel or Underwriters' Counsel as to the compliance with the conditions of the Bond Resolution for the issuance of the Bonds thereunder; (o) such additional legal opinions, certificates, instruments and other documents as the Representative, the Issuer, Underwriters' Counsel, the County Attorney or Bond Counsel may reasonably request to evidence compliance by the Issuer with legal requirements; the truth and accuracy in all material respects, as of the date of Closing, of the respective representations, warranties and covenants contained herein and in the Official Statement; and the due performance or satisfaction by them of all material agreements to be performed by them and all material conditions to be satisfied by them at or prior to the Closing. SECTION 6. Termination by the Representative. This Purchase Contract may be terminated in writing by the Representative if any of the following shall occur: (i) this Purchase Contract shall not have been accepted by the Issuer within the time herein provided; (ii) the signed Official Statement shall not have been provided within the time required by this Purchase Contract; (iii) the Bonds and all of the Closing Documents shall not have been delivered to the Underwriters in a timely manner on the date of Closing; (iv) an event shall occur which makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Official Statement or which is not reflected in the Official Statement but should be reflected therein in order to make the statements contained therein in the light of the circumstances under which they were made not misleading in any material respect and, in either such event, (a) the Issuer refuses to permit the Official Statement to be supplemented to supply such statement or information in a manner satisfactory to the Underwriters or (b) the effect of the Official Statement as so supplemented is, in the judgment of the Underwriters, to materially adversely affect the market price or marketability of the Bonds or 14 the ability of the Underwriters to enforce contracts for the sale, at the contemplated offering prices (or yields), of the Bonds; or (v) a stop order, ruling, regulation, proposed regulation or statement by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering, sale or distribution of obligations of the general character of the Bonds (including any related underlying obligations) is in violation or would be in violation of any provisions of the Securities Act, the Securities Exchange Act or the Trust Indenture Act; or (vi) legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the SEC, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act, or that the Resolution is not exempt from qualification under or other requirements of the Trust Indenture Act, or that the issuance, offering, or sale of obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and then in effect; (vii) there shall have occurred (1) any outbreak or escalation of hostilities, declaration by the United States of a national or international emergency or war; or (2) any other calamity or crisis in the financial markets of the United States or elsewhere; or (3) a downgrade of the sovereign debt rating of the United States by any major credit rating agency or payment default on United States Treasury obligations; or (viii) there shall have occurred a general suspension of trading, minimum or maximum prices for trading shall have been fixed and be in force or maximum ranges or prices for securities shall have been required on the New York Stock Exchange or other national stock exchange whether by virtue of a determination by that Exchange or by order of the SEC or any other governmental agency having jurisdiction or any national securities exchange shall have: (i) imposed additional material restrictions not in force as of the date hereof with respect to trading in securities generally, or to the Bonds or similar obligations; or (ii) materially increased restrictions now in force with respect to the extension of credit by or the charge to the net capital requirements of Underwriters or broker-dealers which, in the judgment of the Underwriters, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale, at the contemplated offering prices (or yields), of the Bonds; or (ix) a general banking moratorium shall have been declared by federal or New York or Florida state authorities or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred which, in the judgment of the Underwriters, materially adversely affects the market price or the marketability for the Bonds or the ability of the Underwriters to enforce contracts for the sale, at the contemplated offering prices (or yields), of the Bonds; or (x) (i) a downgrading or suspension of any rating (without regard to credit enhancement) by Moody's, S&P, or Fitch Ratings ("Fitch") of any debt securities issued by the Issuer secured in whole or in part by a covenant to budget and appropriate non -ad valorem revenues, or (ii) there shall have been any official statement as to a possible downgrading (such as being placed on "credit watch" or "negative outlook" or any similar qualification) of any rating by Moody's, S&P or Fitch of any debt securities issued by the Issuer, including the Bonds. SECTION 7. Termination by the Issuer. This Purchase Contract may be terminated in writing by the Issuer in the event that the Underwriters shall fail to accept delivery of the Bonds 15 on the Closing date upon tender thereof to the Underwriters by the Issuer and delivery to the Underwriters of all of the Closing Documents. SECTION 8. Changes Affecting the Official Statement after the Closing. If any event relating to or affecting the Issuer shall occur, the result of which would make it necessary, in the opinion of the Issuer, or the Representative or Underwriters' Counsel, to amend or supplement the Official Statement in order to make it not misleading in the light of the circumstances existing at that time, the Issuer shall forthwith prepare and furnish to the Underwriters at the Issuer's expense, a reasonable number of copies of an amendment of or supplement to the Official Statement in form and substance satisfactory to the Issuer, so that the Official Statement then will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances existing at that time, not misleading. SECTION 9. Expenses. (a) The Underwriters shall be under no obligation to pay, and the Issuer shall pay any expenses incident to the performance of the Issuer's obligations hereunder, including, but not limited to (i) the cost of preparation and printing of the Bonds, (ii) the fees and disbursements of Bond Counsel, Disclosure Counsel, and counsel to the Issuer, if any; (iii) the fees and disbursements of the financial advisor to the Issuer; (iv) the fees and disbursements of any other engineers, accountants, and other experts, consultants or advisers retained by the Issuer; (v) the fees for bond ratings; and (vi) the costs of preparing, printing and delivering the Preliminary Official Statement, the Official Statement and any supplements or amendments to either of them. (b) The Underwriters shall pay (i) the cost of preparation and printing of this Purchase Contract and the Blue Sky Memorandum; (ii) all advertising expenses in connection with the public offering of the Bonds; and (iii) all other expenses incurred by them in connection with the public offering of the Bonds, including the fees and disbursements of counsel retained by the Underwriters. (c) The Issuer shall reimburse the Underwriters for actual expenses incurred or paid for by the Underwriters on behalf of the Issuer in connection with the marketing, issuance, and delivery of the Bonds, including, but not limited to, transportation, lodging, and meals for Issuer's employees and representatives; provided, however, that (i) reimbursement for such expenses shall not exceed an ordinary and reasonable amount for such expenses and (ii) such expenses are not related to the entertainment of any person and not prohibited from being reimbursed from the proceeds of an offering of municipal securities under the Municipal Securities Rulemaking Board's Rule G-20. In addition, the Issuer shall reimburse the Underwriters for the fees of Digital Assurance Certification, L.L.C. for a continuing disclosure undertaking compliance review. Such reimbursements may be in the form of inclusion in the expense component of the Underwriters' discount, or direct reimbursements as a cost of issuance. All expenses have been included in the underwriting discount in Section 2 hereof. SECTION 10. No Advisory or Fiduciary Role. The Issuer acknowledges and agrees that: (i) the transactions contemplated by this Purchase Contract are arm's length, commercial transactions between the Issuer and the Underwriters in which the Underwriters are acting solely as a principal and are not acting as a municipal advisor, financial advisor or fiduciary to the 16 Issuer; (ii) the Underwriters have not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters or their affiliates have provided other services or are currently providing other services to the Issuer on other matters); (iii) the only obligations the Underwriters have to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Purchase Contract; and (iv) the Issuer has consulted its own financial and/or municipal, legal, accounting, tax, and other advisors, as applicable, to the extent it deems appropriate. If the Issuer would like a municipal advisor in this transaction that has legal fiduciary duties to the Issuer, then the Issuer is free to engage a municipal advisor to serve in that capacity. The Issuer has engaged Public Financial Management, Inc. (the "Financial Advisor") as financial advisor to the Issuer in connection with the issuance of the Bonds. SECTION 11. Waiver. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the Underwriters hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriters may be waived by the Underwriters, in their sole discretion, and the approval of the Underwriters when required hereunder or the determination of their satisfaction as to any document referred to herein shall be in writing, signed by an authorized signatory of the Underwriters. SECTION 12. Notices. Any notice or other communication to be given to the Issuer under this Purchase Contract may be given by delivering the same in writing to their respective addresses set forth above or on the applicable signature page, as the case may be; and any such notice or other communication to be given to the Underwriters may be given by delivering the same in writing to the Representative at Citigroup Global Markets Inc., 100 North Tampa Street, Suite 3750, Tampa, Florida 33602. SECTION 13. Parties in Interest; Issuer's Undertakings; Survival of Representations. This Purchase Contract is made solely for the benefit of the Issuer and the Underwriters, including the successors and assigns of the Underwriters and no other person, partnership, association or corporation shall acquire or have any rights hereunder or by virtue hereof. All representations and agreements by the Issuer and the Underwriters contained in this Purchase Contract shall remain in full force and effect regardless of any investigation made by or on behalf of the Underwriters and shall survive the delivery of and payment for the Bonds. SECTION 14. Severability. If any provision of this Purchase Contract shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Purchase Contract invalid, inoperative or unenforceable to any extent whatever. SECTION 15. Business Day. For purposes of this Purchase Contract, "business day" means any day on which the New York Stock Exchange is open for trading. 17 SECTION 16. Section Headings. Section headings have been inserted in this Purchase Contract as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Purchase Contract and will not be used in the interpretation of any provisions of this Purchase Contract. SECTION 17. Counterparts. This Purchase Contract may be executed in several counterparts each of which shall be regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document) and all of which shall constitute one and the same document. SECTION 18. Governing Law. This Purchase Contract is to be governed by and construed according to the laws of the State. SECTION 19. Entire Agreement; Miscellaneous. This Purchase Contract constitutes the entire agreement between the parties hereto with respect to the matters covered hereby, and supersedes all prior agreements and understandings between the parties. This Purchase Contract may not be amended, supplemented or modified without the written consent of the Issuer and the Representative. If you agree with the foregoing, please sign the enclosed counterparts of this Purchase Contract and return it to the Representative. This Purchase Contract shall become a binding agreement between you and the Underwriters when all counterparts of this letter shall have been signed by or on behalf of each of the parties hereto. [The signatures to this document are contained on pages S-1 and S-2, attached] 18 Signature Page to Bond Purchase Contract dated , 2017 Re: St. Lucie County, Florida Taxable Non -Ad Valorem Revenue Bonds, Series 2017A CITIGROUP GLOBAL MARKETS INC., as Representative of the Underwriters By: Name: Kevin Dempsey Title: Director [Signature Page to Bond Purchase Contract dated 20171 S-1 Signature Page to Bond Purchase Contract dated , 2017 Re: St. Lucie County, Florida Taxable Non -Ad Valorem Revenue Bonds, Series 2017A ST. LUCIE COUNTY, FLORIDA Chairman, Board of County Commissioners ATTEST: Deputy Clerk to the Board of County Commissioners of St. Lucie County, Florida [Signature Page to Bond Purchase Contract dated , 2017] S-2 Maturity Date (November 1) 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 Optional Redemption SCHEDULE A Terms of the Bonds Interest Amount Rate Price % Term Bond maturing November 1, 20_, Price Redemption Provisions %, Yield Yield The Bonds maturing on or before November 1, are not subject to optional redemption prior to maturity. The Bonds maturing on and after November 1, are subject to redemption at the option of the County from any legally available revenues in whole or in part, at any time, on or after November 1, in such order of maturities as may be determined by the County (less than all of a single maturity to be selected by lot) at a Redemption Price of 100% of the principal amount to be redeemed, plus accrued interest to the date set for redemption. Mandatory Redemption The Bonds maturing on November 1, , are subject to mandatory sinking fund redemption, prior to maturity in part, by lot on November 1, and on each November 1 thereafter, at a redemption price equal to the principal amount of such Bonds or portions thereof Schedule A-1 to be redeemed, plus interest accrued thereon to the date of redemption, on November 1 in the following years and in the following amounts: Year *Maturity Schedule A-2 Amount SCHEDULE B Maturity Date Interest (November 1 ) Amount Rate Price Yield Schedule B-1 EXHIBIT A DISCLOSURE STATEMENT 2017 Board of County Commissioners of St. Lucie County, Florida Fort Pierce, Florida Re: $ St. Lucie County, Florida Taxable Non -Ad Valorem Revenue Bonds, Series 2017A (the 'Bonds") Ladies and Gentlemen: In connection with the issuance by St. Lucie County, Florida (the "Issuer"), of $ original aggregate principal amount of Bonds, Citigroup Global Markets Inc. (the "Representative"), on behalf of itself and Wells Fargo Bank, National Association (collectively, the "Underwriters") is underwriting a public offering of the Bonds. Arrangements for underwriting the Bonds will include a Bond Purchase Contract (the "Purchase Contract") between the Issuer and the Underwriter, which will embody the negotiations in respect thereof. The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(6), Florida Statutes, certain information with respect to the arrangements contemplated for the underwriting of the Bonds, as follows: The nature and estimated amounts of expenses to be incurred by the Underwriters in connection with the purchase and offering of the Bonds, are set forth in Schedule 1 attached hereto. That no person has entered into an understanding with the Underwriters, or to the knowledge of the Underwriters, with the Issuer for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Underwriters or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Bonds. The underwriting spread, the difference between the price at which the Bonds will be initially offered to the public by the Underwriters and the price to be paid to the Issuer for each of the Bonds, will be: $/1,000 Amount Average Takedown Expenses Total Discount No other fee, bonus or other compensation is estimated to be paid by the Underwriters in connection with the issuance of the Bonds to any person not regularly employed or retained by Exhibit A-1 the Underwriters (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Underwriters, as set forth in Schedule I attached hereto. Truth in Bonding Statement. The following statements are made in satisfaction of the requirements of Section 218.385(2) and (3), Florida Statutes, as amended: The Issuer is proposing to issue the Bonds in the aggregate principal amount of $ to (i) finance the cost of the Project, and (ii) pay costs associated with the issuance of the Bonds. The Bonds are expected to be repaid over a period of approximately years at a true interest cost of % resulting in total interest payments in the amount of $ being made over the life of the Bonds. The Bonds will be payable solely from the Issuer's Non -Ad Valorem Revenues (as defined in the Bond Resolution) budget and appropriated to the extent and in the manner provided in the Bond Resolution. Authorizing the Bonds will result in approximately $ (average annual debt service) of Issuer moneys not being available to finance other services of the Issuer, each year for approximately years. The name and address of the Representative of the Underwriters is listed below: Citigroup Global Markets Inc. 100 North Tampa Street, Suite 3750 Tampa, Florida 33602 A-2 We understand that you do not require any further disclosure from the Underwriters, pursuant to Section 218.385(6), Florida Statutes. Very truly yours, CITIGROUP GLOBAL MARKETS INC., as Representative of the Underwriters By:_ Name: Kevin Dempsey Title: Director A-3 SCHEDULE I TO EXHIBIT A Underwriters' Expenses $/1000 Amount Average Takedown Underwriters' Counsel IPREO DTC CUSIP Miscellaneous TOTAL Note: Totals may not add due to rounding. Schedule I to Exhibit A EXHIBIT B FORM OF OPINION AND RELIANCE LETTER OF DISCLOSURE COUNSEL 92017 St. Lucie County, Florida Fort Pierce, Florida Re: $ St. Lucie County, Florida Taxable Non -Ad Valorem Revenue Bonds, Series 2017A Ladies and Gentlemen: We have acted as Disclosure Counsel to St. Lucie County, Florida (the "Issuer") in connection with the issuance of the above -captioned obligations (the "Series 2017A Bonds"), which are today being delivered to Citigroup Global Markets Inc. as Senior Managing Underwriter on behalf of itself and Wells Fargo Bank, National Association (collectively, the "Underwriters"). In such capacity, we have reviewed such proceedings, records, certificates, documents and questions of law as we have considered necessary to enable us to render this opinion. To the extent that the opinion expressed herein relates to or is dependent upon the determination that (i) the proceedings and actions relating to the authorization, execution, issuance, delivery and sale of the Series 2017A Bonds are lawful and valid under the Constitution and laws of the State of Florida, particularly Chapter 125, Florida Statutes, Section 288.11631, 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 , 2017, as the same may be amended and supplemented (the "Resolution"), or (ii) that the Series 2017A Bonds are valid and legally binding obligations of the Issuer enforceable in accordance with their terms, we understand that you are relying upon the opinions delivered to you on the date hereof of Daniel S. McIntyre, Esq., as Issuer's Counsel ("Issuer's Counsel") and Nabors, Giblin & Nickerson, P.A., as Bond Counsel ("Bond Counsel"), and, with your permission, we have assumed the accuracy of such opinions, have made no independent determination thereof and no opinion is expressed herein as to such matters. Because the primary purpose of our professional engagement as your counsel was not to establish factual matters and because of the wholly or partially nonlegal character of many of the determinations involved in the preparation of the Preliminary Official Statement dated , 2017 related to the Series 2017A Bonds (the "Preliminary Official Statement") and the Official Statement dated 2017 related to the Series 2017A Bonds (the "Official Exhibit B- I Statement" and together with the Preliminary Official Statement, the "Official Statements"), we are not passing on and do not assume any responsibility for, except as set forth below, the accuracy, completeness or fairness of the statements contained in the Official Statements (including any appendices, schedules and exhibits thereto) and we make no representation that we have independently verified the accuracy, completeness or fairness of such statements. Our engagement has necessarily involved a review of certain demographic, financial, statistical and operating data or information, however we express no opinion regarding the accuracy and completeness of any such information. We have generally reviewed information furnished to us by, and have participated in telephone conferences and meetings with, representatives of the Issuer, the Issuer's Counsel, Bond Counsel, Public Financial Management, Inc., the financial advisor to the Issuer, and others, in which such contents of the Official Statements and related matters were discussed. We have reviewed information concerning the Issuer's audited financial statements and meeting minutes and other materials we deemed relevant. With your permission, we have relied upon certificates of officials of the Issuer and others, and upon certain other opinions, certificates and/or letters delivered in connection with the issuance of the Series 2017A Bonds, including, without limitation, those received from Bond Counsel and Issuer's Counsel as to matters other than matters covered by our opinion. In addition, we have reviewed such proceedings, records, certificates, documents and questions of law as we have considered necessary to enable us to render this opinion. Based solely upon our review and discussions noted above, and in reliance upon the accuracy of the information contained in the aforementioned certificates, letters and opinions, but without having undertaken any independent investigation or verification of such information, nothing has come to the attention of the attorneys in our firm rendering legal services in this representation which leads us to believe that the Official Statements contain any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that we express no opinion regarding historical or projected financial information, demographic, statistical or operating data, including but not limited to such information included in the appendices, schedules and exhibits thereto, or any information about The Depository Trust Company and its book -entry system of registration. The opinion expressed herein is predicated upon present law, facts and circumstances, and we assume no affirmative obligation to update the opinion expressed herein if such laws, facts or circumstances change after the date hereof or of any subsequent events or developments which might affect the opinion expressed herein. The opinion expressed herein represent professional judgment, and is not a guarantee of result. The opinion expressed herein is limited to the laws of the State of Florida and the United States of America. This opinion letter may be relied upon by you only and only in connection with the transaction to which reference is made above and may not be used or relied upon by any other person for any purposes whatsoever without our prior written consent. This opinion letter is not Exhibit B-2 rendered to, and may not be relied upon by, holders or owners of the Series 2017A Bonds. The opinion expressed herein is limited to the matters set forth herein, and to the documents referred to herein and does not extend to any other agreements, documents or instruments executed by the Issuer, and no other opinion should be inferred beyond the matters expressly stated herein. Respectfully submitted, BRYANT MILLER OLIVE P.A. Exhibit B-3 , 2017 Citigroup Global Markets Inc. Tampa, FL Wells Fargo Bank, National Association Clearwater, FL Re: $ St. Lucie County, Florida Taxable Non -Ad Valorem Revenue Bonds, Series 2017A Ladies and Gentlemen: On even date herewith, we rendered our Disclosure Counsel opinion to our client in this transaction, St. Lucie County, Florida, in connection with the above -referenced Bonds. As a non -client in this transaction, you may rely on such opinion to the same extent as if such opinion were addressed to you. Delivery of this reliance letter to you does not create an attorney-client relationship. Respectfully submitted, BRYANT MILLER OLIVE P.A. Exhibit B-4 EXHIBIT B FORM OF OFFICIAL STATEMENT PRELIMINARY OFFICIAL STATEMENT DATED 2017 NEW ISSUE - BOOK ENTRY ONLY BMO Draft #2 10/25/2017 Moody's: " " S&P: "_" ( outlook) See "RATINGS" herein In the opinion of Nabors, Giblin & Nickerson, P.A. ("Bond Counsel"), interest on the Series 2017A Bonds is not excludable from gross income of the owners thereof for federal income tax purposes. See "TAX MATTERS" herein for a general discussion of Bond Counsel's opinion and other tax considerations. Dated: Date of Delivery ST. LUCIE COUNTY, FLORIDA TAXABLE NON -AD VALOREM REVENUE BONDS, SERIES 2017A Due: November 1, as shown on the inside cover St. Lucie County, Florida (the "County") is issuing its $ Taxable Non -Ad Valorem Revenue Bonds, Series 2017A (the "Series 2017A Bonds") as fully registered bonds, which initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). Individual purchases will be made in book entry form only in denominations of $5,000 and any integral multiple thereof. Purchasers of the Series 2017A Bonds (the "Beneficial Owners") will not receive physical delivery of the Series 2017A Bonds. Transfer of ownership in the Series 2017A Bonds will be affected by DTC's book -entry system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered owner which will in turn remit such payments to the Participants (as defined herein) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2017A Bonds is payable semi-annually on November 1 and May 1 of each year commencing May 1, 2018. Principal of the Series 2017A Bonds is payable, when due, to the registered owners upon presentation and surrender at the designated corporate office of U.S. Bank National Association, Jacksonville, Florida, as Paying Agent and Registrar. All payments of principal of and interest on the Series 2017A 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. The Series 2017A Bonds are payable from and secured by a covenant to budget and appropriate legally available non -ad valorem revenues sufficient to pay debt service on the Series 2017A Bonds. See "SECURITY FOR BONDS" herein. The Series 2017A Bonds are being issued pursuant to the authority and in compliance with the Constitution of the State of Florida, Chapter 125, Florida Statutes, and other applicable provisions of law, and pursuant to Resolution No. adopted by the Board of County Commissioners of the County (the "Board") on November 7, 2017, as amended and supplemented from time to time (the "Resolution"). The Series 2017A Bonds are being issued to provide funds to (i) finance the cost of the Project (as defined herein) and (ii) pay costs associated with the issuance of the Series 2017A Bonds. THE SERIES 2017A BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS 'BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE COUNTY FROM NON -AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO HOLDER OF ANY SERIES 2017A BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2017A BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2017A BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NON -AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. Certain of the Series 2017A Bonds are subject to redemption as provided herein. This cover page contains certain information for quick reference only. It is not, and is not intended to be, a summary of this issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision. The Series 2017A Bonds are offered when, as and if issued, subject to the approving legal opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel. Certain legal matters will be passed on for the County by Daniel S. McIntyre, Esquire, County Attorney, and by Bryant Miller Olive P.A., Miami, Florida, Disclosure Counsel to the County. GrayRobinson, P.A., Tampa, Florida, is serving as Counsel to the Underwriters. Public Financial Management, Inc., Orlando, Florida is Financial Advisor to the County in regard to the issuance of the Series 2017A Bonds. It is expected that settlement for the Series 2017A Bonds will occur through the facilities of DTC in New York, New York on or about 2017. Citigroup Wells Fargo Securities Dated: 2017 *Preliminary, subject to change. RED HERRING LANGUAGE: This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2017A Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of such jurisdiction. The County has deemed this Preliminary Official Statement "final," except for certain permitted omissions, within the contemplation of Rule 15c2-12 promulgated by the Securities and Exchange Commission. MATURITIES, AMOUNTS, INTEREST RATES, PRICE, YIELD AND INITIAL CUSIP NUMBERS Maturity (November 11 Amount 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 $ ST. LUCIE COUNTY, FLORIDA Taxable Non -Ad Valorem Revenue Bonds, Series 2017A $ Serial Bonds Interest Initial CUSIP Rate Price Yield Numbers" $ % Term Bonds due November 1, Price %* Yield %* Initial CUSIP No. * Preliminary, subject to change. ** The County is not responsible for the use of the CUSIP Numbers referenced herein nor is any representation made by the County as to their correctness. The CUSIP Numbers provided herein are included solely for the convenience of the readers of this Official Statement. ST. LUCIE COUNTY, FLORIDA 2300 Virginia Avenue Fort Pierce, Florida 34982 (772)462-1450 MEMBERS OF THE BOARD OF COUNTY COMMISSIONERS Chris Dzadovsky, Chairman Tod Mowery, Vice Chair Linda Bartz Frannie Hutchinson Cathy Townsend COUNTY ADMINISTRATOR Howard N. Tipton COUNTY ATTORNEY Daniel S. McIntyre, Esq. INTERIM MANAGEMENT AND BUDGET DIRECTOR Jennifer Hill CLERK OF THE CIRCUIT COURT Joseph E. Smith FINANCE DIRECTOR Shai Francis, CPA, CGFO, CGMA FINANCIAL ADVISOR Public Financial Management, Inc. Orlando, Florida BOND COUNSEL Nabors, Giblin & Nickerson, PA Tampa, Florida DISCLOSURE COUNSEL Bryant Miller Olive P.A. Miami, Florida No dealer, broker, salesman or other person has been authorized by the County to give any information or to make any representations in connection with the Series 2017A Bonds other than as contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the County. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2017A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the County, The Depository Trust Company, and other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness, and is not to be construed as a representation by the County with respect to any information provided by others. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters listed on the cover page hereof have reviewed the information in this Official Statement in accordance with and as part of their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2017A BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2017A Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2017A BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE COUNTY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2017A BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE A CONTRACT BETWEEN THE COUNTY OR THE UNDERWRITERS AND ANY ONE OR MORE OF THE OWNERS OF THE SERIES 2017A BONDS. References to website addresses presented in this Official Statement are for informational purposes only and may be in the form of a hyperlink solely for the reader's convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of, this Official Statement. TABLE OF CONTENTS Contents Page INTRODUCTION.......................................................................................................................................................1 General...........................................................................................................................................................1 Authority for and Purpose of Issuance.....................................................................................................1 Securityfor the Bonds..................................................................................................................................1 OtherInformation........................................................................................................................................2 THEPROJECT............................................................................................................................................................2 DESCRIPTION OF THE SERIES 2017A BONDS................................................................................................... 2 General........................................................................................................................................................... 2 Book -Entry Only System.............................................................................................................................2 OptionalRedemption.................................................................................................................................. 5 MandatoryRedemption.............................................................................................................................. 5 Selection of Series 2017A Bonds to be Redeemed....................................................................................5 Noticeof Redemption..................................................................................................................................6 Redemption of Portions of Series 2017A Bonds.......................................................................................6 Payment of Redeemed Series 2017A Bonds.............................................................................................7 Interchangeability, Negotiability and Transfer........................................................................................7 SECURITY FOR THE SERIES 2017A BONDS........................................................................................................ 8 General........................................................................................................................................................... 8 Covenant To Budget And Appropriate.....................................................................................................9 Issuance of Other Obligations....................................................................................................................9 Investments.................................................................................................................................................10 SeparateAccounts......................................................................................................................................11 ESTIMATED SOURCES AND USES OF FUNDS................................................................................................12 DEBTSERVICE SCHEDULE..................................................................................................................................13 DESCRIPTION OF NON -AD VALOREM REVENUES......................................................................................14 General.........................................................................................................................................................14 Taxes............................................................................................................................................................15 Intergovernmental Revenues....................................................................................................................18 Franchise Fee Revenues.............................................................................................................................22 Licensesand Permits.................................................................................................................................23 Chargesfor Services...................................................................................................................................23 Finesand Forfeitures.................................................................................................................................23 Miscellaneous Non -Ad Valorem Revenue.............................................................................................24 Tourist Development Tax Revenues.......................................................................................................24 Historical Receipt of Non -Ad Valorem Revenues.................................................................................27 Debt of County Secured by Non -Ad Valorem Revenues.....................................................................28 INVESTMENT CONSIDERATIONS.....................................................................................................................30 GENERAL INFORMATION REGARDING ST. LUCIE COUNTY...................................................................31 Background.................................................................................................................................................31 CountyGovernment..................................................................................................................................31 Management Discussion...........................................................................................................................32 Reserves....................................................................................................................................................... 34 DebtPolicy..................................................................................................................................................34 InvestmentPolicy.......................................................................................................................................35 LIABILITIESOF THE COUNTY............................................................................................................................37 PensionPlans..............................................................................................................................................37 Other Post -Employment Benefits.............................................................................................................37 LEGALMATTERS...................................................................................................................................................37 LITIGATION.............................................................................................................................................................37 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS...........................................................38 TAXMATTERS.........................................................................................................................................................38 RATINGS................................................................................................................................................................... 39 FINANCIALADVISOR...........................................................................................................................................39 INDEPENDENTACCOUNTANTS.......................................................................................................................39 UNDERWRITING....................................................................................................................................................40 CONTINGENTFEES............................................................................................................................................... 40 ENFORCEABILITY OF REMEDIES.......................................................................................................................41 CONTINUINGDISCLOSURE................................................................................................................................41 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT...............................................................41 AUTHORIZATION OF OFFICIAL STATEMENT...............................................................................................43 APPENDIX A: General Information Concerning the County APPENDIX B: Independent Auditors' Report of the County APPENDIX C: Form of the Resolution APPENDIX D: Form of Bond Counsel Opinion APPENDIX E: Form of Continuing Disclosure Certificate 1t OFFICIAL STATEMENT relating to ST. LUCIE COUNTY, FLORIDA TAXABLE NON -AD VALOREM REVENUE BONDS, SERIES 2017A INTRODUCTION General This Official Statement, including the cover page, inside cover page and the Appendices hereto, is furnished with respect to the sale of the $ * Taxable Non -Ad Valorem Revenue Bonds, Series 2017A (the "Series 2017A Bonds") issued by St. Lucie County, Florida (the "County"). This introduction is not, and is not intended to be, a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page, inside cover page and Appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the Series 2017A Bonds is made only by means of this Official Statement and is subject in all respects to the information contained herein. For a complete description of the terms and conditions of the Series 2017A Bonds, reference is made to "APPENDIX C - Form of the Resolution" attached hereto. Unless otherwise indicated, capitalized terms used in this Official Statement shall have the same meaning established in "APPENDIX C - Form of the Resolution" attached hereto. Authority for and Purpose of Issuance The Series 2017A Bonds are being issued pursuant to the authority and in compliance with the Constitution of the State of Florida, Chapter 125, Florida Statutes and other applicable provisions of law, and pursuant to Resolution No. adopted by the Board of County Commissioners of the County (the "Board") on November 7, 2017, as amended and supplemented from time to time (the 'Resolution"). The Series 2017A Bonds are being issued to provide funds to (i) finance the cost of the Project and (ii) pay costs associated with the issuance of the Series 2017A Bonds. See "THE PROJECT" herein for a description of the Project. Security for the Bonds The Series 2017A Bonds will be payable from and secured by a covenant to budget and appropriate legally available non -ad valorem revenues sufficient to pay debt service on the Series 2017A Bonds. See "SECURITY FOR BONDS" herein. * Preliminary, subject to change Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. Copies of the Resolution and other documents and information are available, upon request and upon payment to the County of a charge for copying, mailing and handling, from the County Administrator, 2300 Virginia Avenue, Fort Pierce, Florida 34982. For a complete description of the terms and conditions of the Series 2017A Bonds, reference is made to the Resolution, the form of which is included in "APPENDIX C - Form of the Resolution" attached hereto. The description of the Resolution, the Series 2017A Bonds and information from reports contained herein do not purport to be comprehensive or definitive. THE PROJECT The proceeds of the Series 2017A Bonds will be used to acquire certain port and ancillary facilities and property rights within the County known as the King Maritime Terminal, including but not limited to two warehouse structures, along with submerged land leases from the State of Florida, and construct certain improvements thereto. DESCRIPTION OF THE SERIES 2017A BONDS General The Series 2017A Bonds shall be dated the date of their delivery, shall be numbered consecutively from R-1 upward and shall be issued in the denominations of $5,000 or integral multiples thereof. The Series 2017A Bonds will mature on the dates and will bear interest at the rates set forth on the inside cover page of this Official Statement. Interest on the Series 2017A Bonds shall be payable semi-annually on November 1 and May 1 in each year commencing May 1, 2018 and is payable by check or draft of U.S. Bank National Association, Jacksonville, Florida as initial registrar and paying agent (the "Registrar" and the "Paying Agent"). The principal of, or Redemption Price, if applicable, on the Series 2017A Bonds are payable upon presentation and surrender of the Series 2017A Bonds at the office of the Paying Agent and Registrar for the Series 2017A Bonds. Interest payable on any Series 2017A Bond on any Interest Date will be paid by check or draft of the Paying Agent to the Holder in whose name such Series 2017A 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 prior written request and expense 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 Series 2017A 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. Book -Entry Only System THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK -ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM DTC, AND NEITHER THE COUNTY NOR THE UNDERWRITERS TAKE ANY RESPONSIBILITY FOR THE ACCURACY THEREOF. DTC will act as securities depository for the Series 2017A Bonds. The Series 2017A Bonds will be registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Series 2017A Bond will be used for each maturity of the Series 2017A Bonds, in the aggregate amount of such maturity, and will be deposited with DTC. SO LONG AS CEDE & CO. 1S THE REGISTERED OWNER OF THE SERIES 2017A BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2017A BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2017A BONDS WILL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2017A BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2017A BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2017A BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2017A BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2017A BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2017A BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY, NEITHER THE COUNTY NOR THE UNDERWRITERS MAKE NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. DTC, the world's largest depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants (the "Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers, dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the "Indirect Participants"). DTC has Standard & Poor's highest rating: AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 2017A Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for such Series 2017A Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2017A Bond (the "Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from 3 the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2017A Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2017A Bonds, except in the event that use of the book -entry system for the Series 2017A Bonds is discontinued. To facilitate subsequent transfers, all Series 2017A Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2017A Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2017A Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2017A Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping an account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements made among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Series 2017A Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2017A Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2017A Bond documents. For example, Beneficial Owners of the Series 2017A Bonds may wish to ascertain that the nominee holding the Series 2017A Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2017A Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such Series 2017A Bonds to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2017A Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2017A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2017A Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the County or the Paying Agent and Registrar on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent or the County, subject to any statutory and regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the County and/or the Paying Agent for the Series 2017A Bonds. Disbursement of such payments to Direct 0 Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of the Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2017A Bonds at any time by giving reasonable notice to the County. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2017A Bond certificates are required to be printed and delivered. The County may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, Series 2017A Bond certificates will be printed and delivered and be subject to transfer and registration as provided in the Resolution and as described below under the subheading "—Interchangeability, Negotiability and Transfer." Optional Redemption The Series 2017A Bonds maturing on or before November 1, are not subject to optional redemption prior to maturity. The Series 2017A Bonds maturing on and after November 1, are subject to redemption at the option of the County from any legally available revenues in whole or in part, at any time, on or after November 1, in such order of maturities as may be determined by the County (less than all of a single maturity to be selected by lot) at a Redemption Price of 100% of the principal amount to be redeemed, plus accrued interest to the date set for redemption. Mandatory Redemption The Series 2017A Bonds maturing on November 1, , are subject to mandatory sinking fund redemption, prior to maturity in part, by lot on November 1, and on each November 1 thereafter, at a redemption price equal to the principal amount of such Series 2017A Bonds or portions thereof to be redeemed, plus interest accrued thereon to the date of redemption, on November 1 in the following years and in the following amounts: Year Amount *Maturity. Selection of Series 2017A Bonds to be Redeemed The Series 2017A Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The County 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 Series 2017A Bonds to be redeemed. For purposes of any redemption of less than all of the Outstanding Series 2017A Bonds of a single maturity, the particular Series 2017A Bonds or portions of Series 2017A 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 Series 2017A Bonds of the maturity or maturities designated by the County by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Series 2017A Bonds or portions of Series 2017A Bonds in principal amounts of $5,000 and integral multiples thereof. 5 Notice of Redemption Notice of such redemption, which shall specify the Series 2017A Bond or Series 2017A Bonds (or portions thereof) to be redeemed and the date and place for redemption, shall be given by the Registrar on behalf of the County, and (A) shall be filed with the Paying Agent of such Series 2017A 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 Series 2017A 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 Series 2017A 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 Series 2017A Bonds. Failure to mail such notice, or any defect therein, shall not affect the proceedings for redemption of Series 2017A Bonds as to which no such failure or defect has occurred. Failure of any Holder to receive any notice mailed as provided in the Resolution shall not affect the proceedings for redemption of such Holder's Series 2017A Bonds. Each notice of redemption shall state: (1) the CUSIP numbers and any other distinguishing number or letter of all Series 2017A Bonds being redeemed, (2) the original issue date of such Series 2017A Bonds, (3) the maturity date and rate of interest borne by each Series 2017A Bond being redeemed, (4) the redemption date, (5) the Redemption Price, (6) the date on which such notice is mailed, (7) if less than all Outstanding Series 2017A Bonds are to be redeemed, the certificate number (and, in the case of a partial redemption of any Series 2017A Bond, the principal amount) of each Series 2017A Bond to be redeemed, (8) that on such redemption date there shall become due and payable upon each Series 2017A Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified portions of the principal thereof in the case of Series 2017A Bonds to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable, (9) that the Series 2017A 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 County 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 County 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 in the Resolution to all affected Bondholders not later than three business days prior to the date of redemption. Redemption of Portions of Series 2017A Bonds Any Series 2017A 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 County shall execute and the Registrar shall authenticate and deliver to the Holder of such Series 2017A Bond, without service charge, a new Series 2017A Bond or Series 2017A 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 Series 2017A Bonds so R surrendered. Payment of Redeemed Series 2017A Bonds Notice of redemption having been given substantially as aforesaid, the Series 2017A Bonds or portions of Series 2017A 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 County shall default in the payment of the Redemption Price) such Series 2017A Bonds or portions of Series 2017A Bonds shall cease to bear interest. Upon surrender of such Series 2017A Bonds for redemption in accordance with said notice, such Series 2017A Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption Price, plus accrued interest. All Series 2017A Bonds which have been redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued. Interchangeability, Negotiability and Transfer The following provisions shall only be applicable if DTC's book -entry only system of registration is discontinued. Series 2017A 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 Series 2017A Bonds of the same maturity of any other authorized denominations. The Series 2017A Bonds issued under the 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 the Resolution and in the Series 2017A Bonds. So long as any of the Series 2017A Bonds shall remain Outstanding, the County shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the Series 2017A Bonds. Each Series 2017A Bond shall be transferable only upon the books of the County, at the office of the Registrar, under such reasonable regulations as the County 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 Series 2017A Bond, the County shall issue, and cause to be authenticated, in the name of the transferee a new Series 2017A Bond or Series 2017A Bonds of the same aggregate principal amount and maturity as the surrendered Series 2017A Bond. The County, the Registrar and any Paying Agent or fiduciary of the County may deem and treat the Person in whose name any Outstanding Series 2017A Bond shall be registered upon the books of the County as the absolute owner of such Series 2017A Bond, whether such Series 2017A 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 Series 2017A 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 Series 2017A Bond to the extent of the sum or sums so paid and neither the County nor the Registrar nor any Paying Agent or other fiduciary of the County 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 Series 2017A Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for the Series 2017A Bonds; (B) following the fifteenth day next preceding the date of first mailing of notice of redemption of any Series 2017A Bonds; and (C) at any other time as reasonably requested by the Paying Agent of such Series 2017A 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 Series 2017A Bond shall effect payment of interest on such Series 2017A 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 Series 2017A Bonds or transferring Series 2017A Bonds is exercised, the County shall execute and deliver Series 2017A Bonds and the Registrar shall authenticate such Series 2017A Bonds in accordance with the provisions of the Resolution. Execution of Series 2017A Bonds by the Chairman and Clerk for purposes of exchanging, replacing or transferring Series 2017A Bonds may occur at the time of the original delivery of the Series 2017A Bonds. All Series 2017A Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the County to be cancelled by the Registrar. For every such exchange or transfer of Series 2017A Bonds, the County 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 County and the Registrar shall not be obligated to make any such exchange or transfer of Series 2017A Bonds during the 15 days next preceding an Interest Date on the Series 2017A Bonds, or, in the case of any proposed redemption of Series 2017A Bonds, then, for the Series 2017A 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. SECURITY FOR THE SERIES 2017A BONDS General The Series 2017A Bonds shall be payable from and secured by a covenant to budget and appropriate from total revenues of the County 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 in the Resolution (the "Non Ad Valorem Revenues"). THE SERIES 2017A BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE COUNTY FROM NON -AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO HOLDER OF ANY SERIES 2017A BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2017A BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2017A BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NON -AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. I Covenant To Budget And Appropriate Pursuant to the Resolution, the County covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues amounts sufficient to pay principal of and interest on the Series 2017A Bonds when due, to the extent amounts deposited into the Debt Service Fund pursuant to the Resolution are insufficient therefor. Such covenant and agreement on the part of the County to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or 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 County, the County does not covenant to maintain any services or programs, now provided or maintained by the County, which generate Non - Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non - Ad Valorem Revenues, nor does it preclude the County from pledging in the future its Non -Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Series 2017A Bondholders a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the County. 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 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 in the Resolution shall have the effect of making available for the payment of the Series 2017A Bonds, in the manner described in the Resolution, Non -Ad Valorem Revenues and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under the Resolution; subject, however, in all respects to the payment of essential expenditures for general government and safety as shown in the County's audited financial statements. See "DESCRIPTION OF NON -AD VALOREM REVENUES" herein for a description of the various Non - Ad Valorem Revenues of the County. Issuance of Other Obligations In the Resolution, the County has covenanted that except for the Series 2017A Bonds, the County will not 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 County 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 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. "Adjusted Essential Expenditures" means essential expenditures for general government and public safety as shown in the County'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. "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 County for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (B) all obligations of the County 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 County 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 County; provided, however, that with respect to any obligation contemplated in (D) above, such obligation shall not be considered "Debt" for purposes of the Resolution unless the County 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 County has not used any Non -Ad Valorem Revenues to satisfy such obligation for two consecutive Fiscal Years. "Debt Service" means, 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. "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. "Net Non -Ad Valorem Revenues Available For Debt Service" means the Non -Ad Valorem Revenues minus Adjusted Essential Expenditures. "SIFMA Index" means 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. Investments The Project 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 Project 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. 10 Any and all income received by the County from the investment of moneys in the Project Fund, shall be retained therein. All investments shall be valued at the lower of market value (exclusive of accrued interest) and cost. Nothing contained in the Resolution shall prevent any Authorized Investments acquired as investments of or security for funds held under the Resolution from being issued or held in book -entry form on the books of the Department of the Treasury of the United States. Separate Accounts The moneys required to be accounted for in the foregoing fund established in the Resolution may be deposited in a single bank account, and funds allocated to such fund established in the Resolution 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 fund as provided in the Resolution. The designation and establishment of the fund in and by the Resolution shall not be construed to require the establishment of any completely independent, self -balancing fund 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 provided in the Resolution. [Remainder of page intentionally left blank] 11 ESTIMATED SOURCES AND USES OF FUNDS The table that follows summarizes the estimated sources and uses of funds to be derived from the sale of the Series 2017A Bonds: SOURCES: Bond Proceeds: Par Amount Net Original Issue [Premium][Discount] TOTAL SOURCES USES: Deposit to Project Fund Cost of Issuance0) TOTAL USES (1) Includes Underwriters' discount, financial advisory and legal fees and costs, and miscellaneous costs of issuance. [Remainder of page intentionally left blank] 12 DEBT SERVICE SCHEDULE The following table sets forth the debt service schedule for the Series 2017A Bonds. Bond Year Ending November 1 Principal Interest Total TOTAL 13 DESCRIPTION OF NON -AD VALOREM REVENUES General The County generally receives two primary sources of revenue: ad valorem taxes and non -ad valorem revenues. Ad valorem taxes may not be pledged for the payment of debt obligations of the County maturing more than twelve months from the date of issuance thereof without approval of the electorate of the County. The ad valorem tax revenues of the County are not pledged as security for the payment of the Series 2017A Bonds and the County is not obligated to budget and appropriate ad valorem tax revenues for the payment of the Series 2017A Bonds. Non -ad valorem revenues of the County may be pledged or applied, subject to certain limitations disclosed herein, for the payment of debt obligations of the County. Such non -ad valorem revenues include a broad category of revenues, including, but not limited to, revenues received from the federal and state governments, investment income and income produced from certain services and facilities of the County, as described below. As more fully described herein under "SECURITY FOR THE BONDS," the County has covenanted and agreed in the Resolution, subject to certain restrictions and limitations, to budget and appropriate sufficient Non -Ad Valorem Revenues in each year to pay principal of and interest on the Series 2017A Bonds. The Holders of the Series 2017A Bonds do not have a lien on any specific Non -Ad Valorem Revenues of the County and the County has certain debt and other obligations payable in the same manner as the Series 2017A Bonds and also has outstanding certain other debt obligations payable from a prior lien upon and pledge of certain specific Non -Ad Valorem Revenues sources of the County. A large percentage of the revenues of the County, including ad valorem taxes and Non -Ad Valorem Revenues, are deposited into the County's Governmental Funds. Furthermore, as described herein under "SECURITY FOR THE BONDS," the obligation of the County to budget and appropriate Non -Ad Valorem Revenues is subject to a variety of factors, including the payment of services and programs which are for essential services for general government and safety of the inhabitants of the County or which are legally mandated by applicable law, and the obligation of the County to have a balanced budget. See "INVESTMENT CONSIDERATIONS" herein. The County is permitted by the Florida Constitution to levy ad valorem taxes at a rate of up to $10 per $1,000 of assessed valuation for general governmental expenditures. The General Fund ad valorem tax millage rate for the Fiscal Year ending September 30, 2018 is $4.0965 per $1,000. The County is also permitted by the State Constitution to levy ad valorem taxes above the $10 per $1,000 cap to pay debt service on general obligation long-term debt if approved by a voter referendum. The County does not currently have any general obligation bond debt outstanding. The Florida Department of Financial Services ("FDFS") has developed, as part of the Uniform Accounting System Manual's Chart of Accounts, six major categories of local government revenues: taxes; permits, fees and special assessments; intergovernmental revenues; charges for services; judgments, fines and forfeitures; and miscellaneous revenues. Using such categories, the following describes the sources of the County's Non -Ad Valorem Revenues and outlines the County's classification of such Non -Ad Valorem Revenues pursuant to the above-described categories: 14 Taxes Communications Services Tax Revenues The Communications Services Tax Simplification Act, enacted by Chapter 2000-260, Laws of Florida, as amended by Chapter 2001-140, Laws of Florida, and now codified in part as Chapter 202, Florida Statutes (the "CSTA") established, effective October 1, 2001, a local communications services tax of 1.6% on the sale of communications services as defined in Section 202.11, Florida Statutes. The rate is in addition to the 0.24% add-on permitted by Section 337.401, Florida Statutes, and established by the County for waiving the right to collect permit fees for the use of the rights-of-way by communications providers. The proceeds of the local communications services tax, less the FDOR's cost of administration which may not exceed 1% of the total tax generated, are deposited in the Local Communications Services Tax Clearing Trust Fund (the "CST Trust Fund") and distributed monthly to the appropriate jurisdiction. The local communications services tax revenues received by the County are deposited into the County's General Fund and may be used for any public purpose. The revenues that are received by the County from such communications services tax which derive from the CST Trust Fund created with the FDOR pursuant to Section 202.193, Florida Statutes, may be pledged for the repayment of current or future bonded indebtedness. [As of November 2016, the County's local communications services tax for Fiscal Year ended September 30, 2017 is estimated to be $841,129 (after adjustments) by the FDOR.] One effect of the CSTA was to replace the former utilities tax on telecommunications, including pre -paid calling arrangements, as well as any revenues from franchise fees on cable and telecommunications service providers and permit fees relating to placing or maintaining facilities in rights-of-way collected from providers of certain telecommunications services, with the local communications services tax. This change in law was intended to be revenue neutral to the counties and municipalities. The communications services tax applies to a broader base of communications services than the former utilities tax on telecommunications. The local communications services tax applies to the purchase of "communications services" which originated or terminated within the County, with certain exemptions described below. "Communication services" under the CSTA are defined as the transmission, conveyance, or routing of voice, data, audio, video, or any other information or signals, including cable services, to a point, or between or among points, by or through any electronic, radio, satellite, cable, optical, microwave, or other medium or method now in existence or hereafter devised, regardless of the protocol used for such transmission or conveyance. The term does not include: (a) Information services. (b) Installation or maintenance of wiring or equipment on a customer's premises. (c) The sale or rental of tangible personal property. (d) The sale of advertising, including, but not limited to, directory advertising. (e) Bad check charges. (f) Late payment charges. (g) Billing and collection services. (h) Internet access service, electronic mail service, electronic bulletin board service, or similar on-line services. 15 While such services have historically been taxed if the charges for such services are not stated separately from the charges for communications services, on a customer's bill, providers now have the ability to exclude such services from the tax if they can be reasonably identified from the selling dealer's books and records kept in the regular course of business. The dealer may support the allocation of charges with books and records kept in the regular course of business covering the dealer's entire service area, including territories outside of Florida. The sale of communications services to (i) the federal government, or any instrumentality or agency thereof, or any entity that is exempt from state taxes under federal law, (ii) the State or any county, municipality or political subdivision of the State when payment is made directly to the dealer by the governmental entity, and (iii) any home for the aged or educational institution (which includes state tax -supported and nonprofit private schools, colleges and universities and nonprofit libraries, art galleries and museums, among others) or religious institutions (which include, but are not limited to, organizations having an established physical place for worship at which nonprofit religious services and activities are regularly conducted) that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), are exempt from the local communications services tax. The CSTA provides that, to the extent that a provider of communications services is required to pay to a local taxing jurisdiction a tax, charge, or other fee under any franchise agreement or ordinance with respect to the services or revenues that are also subject to the local communications services tax, such provider is entitled to a credit against the amount of such local communications services tax payable to the State in the amount of such tax, charge, or fee with respect to such service or revenues. The amount of such credit is deducted from the amount that such local taxing jurisdiction is entitled to receive under Section 202.18(3), Florida Statutes. Under the CSTA, local governments must work with the FDOR to properly identify service addresses to each municipality and county. If a jurisdiction fails to provide the FDOR with accurate service address information, the local government risks losing tax proceeds that it should properly receive. The County believes it has provided the FDOR with all information that the FDOR has requested as of the date hereof and that such information is accurate. The federal Internet Tax Freedom Act ("ITFA") imposed a moratorium on taxation of Internet access by states and political subdivisions. As amended by the Internet Tax Nondiscrimination Act ("ITNA"), "Internet Access" includes telecommunications services (unregulated non-utility telecommunications, such as cable services) purchased, used or sold by a provider of internet access to provide Internet access, including related communication services, such as email and instant messaging. On February 24, 2016, President Obama signed the Trade Facilitation and Trade Enforcement Act of 2015, in which was a provision granting a Permanent Moratorium on Internet Access Taxes (Public Law 114-125, Sec. 922). Since the moratorium has been in place since the inception of Chapter 202, Florida Statutes, and Internet Access was not taxable pursuant to State law, the County does not anticipate any negative impact on future collections of local communications services tax revenues because of this action. Providers of communications services collect the local communications services tax and may deduct 0.75% as a collection fee (or 0.25% in the case of providers who do not employ an enhanced zip code database or a data base that is either supplied or certified by the FDOR). The communications services providers remit the remaining proceeds to the FDOR for deposit into the CST Trust Fund. The 16 FDOR then makes monthly contributions from the CST Trust Fund to the appropriate local governments after deducting up to 1% of the total revenues generated as an administrative fee. The amount of local communications services tax revenues received by the County is subject to increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the County, (ii) legislative changes, and/or (iii) technological advances which could affect consumer preferences. The amount of the local communications services tax revenues collected within the County may be adversely affected by de -annexation. Such de -annexation would decrease the number of addresses contained within the County. At this time there are no de -annexations anticipated within the County. In the 2012 Florida Legislative session, pursuant to Chapter 2012-70, a Communications Services Tax Working Group ("CST Working Group") was established to study the modernization of the local communications services tax revenues and provide a report regarding its findings. In its report dated February 1, 2013, the CST Working Group recommended replacing the existing local communications services tax with an increased sales and use tax. The CST Working Group conditioned their recommendations upon the option being revenue neutral and emphasized the need to hold the State and each municipality and county harmless by ensuring that the amount of revenues received under this new approach would be at least equal to the revenues that each governmental unit is currently receiving from the local communications services tax. The CST Working Group provided that the change to the tax structure must be implemented in a manner that ensures that State and local governments are able to bond the revenue stream and that existing bonds are not impaired. To date, no legislative action has been taken with respect to the CST Working Group's recommendation. Business Tax Revenues The "Business Tax" (formerly called the "Occupational License Tax") includes the business taxes levied and collected by the County pursuant to Chapter 205, Florida Statutes, and Ordinance No. 00-06 enacted by the Board on September 19, 2000, as amended. Section 205.032, Florida Statutes, authorizes the County to levy "a business tax for the privilege of engaging in or managing any business, profession, or occupation within its jurisdiction." The Business Tax may be levied on: (1) Any person who maintains a permanent business location or branch office within the municipality, for the privilege of engaging in or managing any business within its jurisdiction. (2) Any person who maintains a permanent business location or branch office within the municipality, for the privilege of engaging in or managing any profession or occupation within its jurisdiction. (3) Any person who does not qualify under subsection (1) or subsection (2) and who transacts any business or engages in any occupation or profession in interstate. commerce, if the Business Tax is not prohibited by the United States Constitution. All Business Tax receipts are issued for payment by the County beginning August 1 of each year and such taxes are due and payable on or before September 30 of each year. Each Business Tax receipt expires on September 30 of the succeeding year. Business Tax receipts that are not renewed when due and payable are delinquent and subject to a delinquency penalty of 10 percent for the month of October, 17 plus an additional 5 percent penalty for each subsequent month of delinquency until paid. However, the total delinquency penalty may not exceed 25 percent of the Business Tax for the delinquent establishment. Any person who engages in or manages any business, occupation, or profession without first paying the required Business Tax, is subject to a penalty of 25 percent of the tax due, in addition to any other penalty provided by law or ordinance. Any person who engages in any business, occupation, or profession covered by Chapter 205, Florida Statutes, who does not pay the required Business Tax within 150 days after the initial notice of tax due, and who does not obtain the required Business Tax receipt, is subject to civil actions and penalties, including court costs, reasonable attorneys' fees, additional administrative costs incurred as a result of collection efforts, and a penalty of up to $250. Chapter 205, Florida Statutes, provides that the County may only increase by ordinance the rates of Business Taxes every other year by up to 25 percent. The County last increased its Business Tax rates in Fiscal Year 2007 by five percent (5%). In past sessions of the Florida Legislature, legislation has been introduced that, had it been enacted, could have reduced the amount of Business Taxes to be collected by the County. Such proposed legislation was not passed. No assurance can be given that similar legislation will not be re -introduced in the future. Fuel Taxes The County receives Constitutional Fuel Tax and County Fuel Tax Revenues which can only be used for transportation purposes. Such taxes are not available for payment of the Series 2017A Bonds. Intergovernmental Revenues All revenues received by a local unit from federal, state, and other local government sources in the form of grants, shared revenues, payments in lieu of taxes and payments in lieu of franchise fees would be included in the intergovernmental revenues category. The category can be further classified into eight subcategories: federal grants, federal payments in lieu of taxes ("PILOT'), state grants, state shared revenues, state PILOT, if any, local grants, local shared revenues, and local PILOT. If a particular grant is funded from separate intergovernmental sources, then the revenue is recorded proportionately. At this time, the County does not receive any PILOT revenues from any other government. The largest component is the Local Government Half -Cent Sales Tax. Half -Cent Sales Tax Revenues Section 212.05, Florida Statutes (the "Sales Tax Act") authorizes the levy and collection by the State of a sales tax upon, among other things, the sales price of each item or article of tangible personal property sold at retail in the State, subject to certain exceptions and dealer allowances. In 1982, the Florida Legislature created the Local Government Half -Cent Sales Tax Program (the "Half -Cent Sales Tax Program") which distributes a portion of the sales tax revenue and money from the State's General Revenue Fund to counties and municipalities that meet strict eligibility requirements. In 1982, when the Half -Cent Sales Tax Program was created, the general rate of sales tax in the State was increased from 4% to 5%, and one-half of the fifth cent was devoted to the Half -Cent Sales Tax Program, thus giving rise to the name "Half -Cent Sales Tax." Although the amount of sales tax revenue deposited into the Half -Cent 18 Sales Tax Program is no longer one-half of the fifth cent of every dollar of the sales price of an item subject to sales tax, the name "Half -Cent Sales Tax" has continued to be utilized. As of October 1, 2001, the Half -Cent Sales Tax Trust Fund (hereinafter defined) began receiving a portion of certain taxes imposed by the State on communications services pursuant to Chapter 202, Florida Statutes. Accordingly, moneys distributed from the Half -Cent Sales Tax Trust Fund now consist of funds derived from both general sales tax proceeds and certain taxes imposed on the sales of communications services required to be deposited into the Half -Cent Sales Tax Trust Fund. The Half -Cent Sales Tax is collected on behalf of the State by businesses at the time of sale at retail, use, consumption, or storage for use or consumption, of taxable property and remitted to the State on a monthly basis. The Sales Tax Act provides for penalties and fines, including criminal prosecution, for non-compliance with the provisions thereof. The general rate of sales tax in the State is currently 6%. Section 212.20, Florida Statutes, provides for the distribution of 8.9744%, reduced by 0.1%, of sales tax revenues to the Half -Cent Sales Tax Clearing Trust Fund (the "Half -Cent Sales Tax Trust Fund"), after providing for certain transfers to the State's General Fund. Such amount deposited in the Half -Cent Sales Tax Trust Fund is earmarked for distribution to the governing body of such county and each participating municipality within that county pursuant the following distribution formula: County Share (percentage of total Half -Cent = unincorporated + 2/3 incorporated Sales Tax receipts) area population area population total county population + 2/3 incorporated area population Municipality Share (percentage of total Half -Cent = municipality population Sales Tax receipts) total county population + 2/3 incorporated area population For purposes of the foregoing formula, "population" is based upon the latest official State estimate of population certified prior to the beginning of the local government fiscal year. Should the County annex any area or should any area of the County de -annex from the County, the share of the Half -Cent Sales Tax received by the County would be respectively increased or decreased according to the foregoing formula. The Half -Cent Sales Tax is distributed from the Half -Cent Sales Tax Trust Fund on a monthly basis to participating units of local government in accordance with the Sales Tax Act and is deposited by the County into the County's General Fund. The Sales Tax Act permits the County to pledge its share of the Half -Cent Sales Tax for the payment of principal of and interest on any capital project. [As of November 2016, the County's Half Cent Sales Tax for Fiscal Year ended September 30, 2017 is estimated to be $8,847,281 by the FDORJ To be eligible to participate in the Half -Cent Sales Tax Program, each municipality and county is required to have satisfied the Eligibility Requirements (defined below). Those requirements include, but are not limited to, the following: 19 (i) reported its finances for its most recently completed fiscal year to the Florida Department of Banking and Finance ("FDBF") as required by Florida law; (ii) made provisions for annual post audits of financial accounts in accordance with provisions of law; (iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes levied for debt service or other special millages authorized by the voters, to produce the revenue equivalent to a millage rate of 3 mills on the dollar based upon 1973 taxable values or, in order to produce revenue equivalent to that which would otherwise be produced by such 3 mill ad valorem tax, to have received certain revenues from a county (in the case of a municipality), collected an occupational license tax, utility tax, or ad valorem tax, or any combination of those four sources; (iv) certified that persons in its employ as law enforcement officers meet certain qualifications for employment, and receive certain compensation; (v) certified that persons in its employ as firefighters meet certain employment qualifications and are eligible for certain compensation; (vi) certified that each dependent special district that is budgeted separately from the general budget of such county or municipality has met the provisions for annual post audit of its financial accounts in accordance with law; and (vii) certified to the FDOR that it has complied with certain procedures regarding the establishment of the ad valorem tax millage of the county or municipality as required by law. The requirements described in (i) through (vii) are referred to herein as the "Eligibility Requirements". If the County does not comply with the Eligibility Requirements, the County would lose its Half -Cent Sales Tax Trust Fund distributions for twelve (12) months following a "determination of noncompliance" by the FDOR. The County has continuously maintained eligibility to receive the Half - Cent Sales Tax. Although the Sales Tax Act does not impose any limitation on the number of years during which the County can receive distribution of the Half -Cent Sales Tax revenues from the Half -Cent Sales Tax Trust Fund, there may be amendments to the Sales Tax Act in subsequent years imposing additional requirements of eligibility for counties and municipalities participating in the Half -Cent Sales Tax Program, and it is not unusual for the distribution formulas in Sections 212.20(6)(d) or 218.62, Florida Statutes, to be revised from time to time. The amount of Half -Cent Sales Tax revenues received by the County is subject to increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the County, (ii) legislative changes relating to the overall sales tax, which may include changes in the scope of taxable sales, changes in the tax rate and changes in the amount of sales tax revenue deposited into the Half - Cent Sales Tax Trust Fund, (iii) changes in the relative population of the County, which affect the percentage of Half -Cent Sales Tax received by the County, and (iv) other factors which may be beyond 20 the control of the County, including but not limited to the potential for increased use of electronic commerce and other internet-related sales activity that could have a material adverse impact upon the amount of sales tax collected by the State and then distributed to the County. State Revenue Sharing A portion of certain taxes levied and collected by the State is shared with local governments under provisions of Section 218.215, Florida Statutes. The amount deposited by the FDOR into the State Revenue Sharing Trust Fund for Counties is 2.0810% of available sales and use tax collections after certain required distributions, and 2.9% of the net collections from the cigarette tax. The amount of revenues from the State Revenue Sharing Trust Fund for Counties distributed to any one county is the average of three factors: an eligible county's percentage of the total population of all eligible counties in the State; an eligible county's percentage of total population of the state residing in unincorporated areas of all eligible counties; and an eligible county's percentage of total sales tax collections in all eligible counties during the preceding year. The County's state revenue sharing amount for State Fiscal Year Ended June 30, 2017 is [estimated] to be [$4,463,123] by the FDOR (which includes "guaranteed entitlement", "second guaranteed entitlement", and Growth Monies, as described below). Each eligible county is entitled to receive a minimum amount of State Revenue Sharing Funds, known as the "guaranteed entitlement" and the "second guaranteed entitlement," the first of which is correlated to amounts received by such county from certain taxes on cigarettes, roads and intangible property in the State Fiscal Year 1971-1972 and the second of which is correlated to the amount received by such county in State Fiscal Year 1981-1982 from the then -existing tax on cigarettes and intangible personal property, less the guaranteed entitlement. The funds remaining in the Revenue Sharing Trust Fund after the distribution of the Guaranteed Entitlement and Second Guaranteed Entitlement are referred to as "growth monies" that are further distributed to eligible counties (the "Growth Monies"). There are no restrictions on the use of the Guaranteed Entitlement, Second Guaranteed Entitlement or the Growth Monies revenues, however there are restrictions on the amount of funds that can be pledged for bond indebtedness. Counties are allowed to pledge the Guaranteed Entitlement and the Second Guaranteed Entitlement revenues. Counties can assign, pledge, or set aside as a trust for the payment of principal or interest on bonds or any other form of indebtedness an amount up to 50 percent of the State Revenue Sharing Funds (including Growth Monies) received by it in the prior State Fiscal Year. To be eligible to participate in State Revenue Sharing in future years, the County must comply with certain eligibility and reporting requirements. If the County fails to comply with such requirements, the FDOR may utilize the best information available to it, if such information is available, or take any necessary action including disqualification, either partial or entire, and the County shall further waive any right to challenge the determination of the FDOR as to its disbursement, if any. The County's receipt of distributions from the State Revenue Sharing Trust Fund may also be affected if the County fails to make required Medicaid contributions to the State. See "- County Medicaid Contributions" below. 21 County Medicaid Contributions Section 409.915, Florida Statutes, requires all counties in the State to pay a portion of the State matching funds required for the federal Medicaid program. Pursuant to Section 409.915, Florida Statutes, for the State Fiscal Years 2015-2016 through and including 2019-2020, the total amount of the Florida counties' annual contribution will be the total contribution for the prior fiscal year adjusted by 50 percent of the percentage change in the State Medicaid expenditures as determined by the Social Services Estimating Conference of the State ("SSEC"). For each State fiscal year thereafter, the total amount of the Florida counties' annual contribution shall be the total contribution for the prior fiscal year adjusted by the percentage change in the State Medicaid expenditures as determined by the SSEC. By June 1 of each year, the FDOR must notify each county of its individual required annual contribution which is determined by a formula provided in Section 409.915, Florida Statutes. For the County's Fiscal Year ended September 30, 2017, the County paid its required annual contribution of [$3,834,320] to the State from the County's General Fund and for the Fiscal Year ending September 30, 2018, the County has budgeted $4,088,172.81 for its required annual contribution from the County's General Fund. The County's annual contribution is due in equal monthly installments by the 5th day of each month. If the County fails to remit the payment by the 5th of the month, the FDOR shall reduce the monthly distribution to the County from the Half -Cent Sales Tax Trust Fund pursuant to Section 218.61, Florida Statutes and, if necessary, by the amount of the monthly installment from the State Revenue Sharing Trust Fund pursuant to Section 218.26, Florida Statutes. The County has continuously made timely payments of its annual contribution from funds on deposit in the County's General Fund. The County does not anticipate that its receipt of Half -Cent Sales Tax Revenues or State Revenue Sharing Moneys will be affected by its obligation to make the annual contributions required by Section 409.915, Florida Statutes. In addition to the annual contributions described above, the State was required to certify to each county by August 1, 2012, the amount of such county's Medicaid billings from November 1, 2001 through April 30, 2012, which remained unpaid (the "Prior Disputed Amounts"). The State certified the County's Prior Disputed Amounts in an amount equal to $5,355,000 after the State and County entered into a settlement agreement on February 11, 2013, which amount is being paid by the County from the County's General Fund over a five year period. The balance remaining at September 30, 2017 was $0. In addition, certain federal funding to the State through the Low Income Pool Program (the "LIP Program") is currently scheduled to expire in June, 2018. The LIP Program provides federal funding to hospitals and other health providers that serve large numbers of uninsured patients. In the event that federal funding for the LIP Program is not renewed or substitute funding provided, the State Medicaid expenditures would increase. This could cause a material increase in the amount of the Florida counties' required contributions based on the current statutory adjustments. Franchise Fee Revenues The County is authorized by Section 180.14, Florida Statutes, to grant nonexclusive, revocable franchises to construct, reconstruct, operate and maintain, cable communications systems, telephone and telegraph facilities, and natural gas and electricity transmission and distribution facilities. Electric Franchise Fee Revenues 22 The County imposes an electric franchise fee upon and collected from the Fort Pierce Utilities Authority ("FPUA") pursuant to Ordinance No. 97-30, enacted by the Board on September 23, 1997 (the "FPUA Franchise Fee Ordinance"), whereby the County granted to FPUA, a 30 year electric franchise which is in effect until September 23, 2027. Under the FPUA Franchise Fee Ordinance, FPUA is required to pay the County an amount equal to 5 percent of FPUA's Gross Revenues (as defined in Ordinance No. 97-30) received from customers in the unincorporated areas of the County. Additionally, the County imposes an electric franchise fee imposed upon and collected from Florida Power & Light Company pursuant to Ordinance No. 97-29, enacted by the Board on September 23, 1997 (the "FPL Franchise Fee Ordinance"), whereby the County granted to FPL, a thirty-year electric franchise which is in effect until September 23, 2027. Under the FPL Franchise Fee Ordinance, FPL is required to pay the County a percentage of the revenues derived from the sale of electrical energy to residential, commercial and industrial customers within the unincorporated areas of the County. The FPL Franchise Fee Ordinance provides that commencing ninety (90) days after the effective date and each month thereafter for the remainder of the term of the franchise, FPL, its successors and assigns, shall pay to the County and its successors an amount which when added to the amount of all licenses, excises, fees, charges and other impositions of any kind whatsoever (except ad valorem property taxes and non -ad valorem assessments on property, radiological emergency preparedness paid to or for the benefit of the County, and any charges to FPL for accepting wastewater) levied or imposed by the County against FPL's property, business or operations, and those of its subsidiaries during FPL's monthly billing period ending 60 days prior to each such payment will equal 5 percent of FPL's billed revenues, less actual write- offs, from the sale of electrical energy to residential, commercial, and industrial customers within the unincorporated areas of the County. Licenses and Permits These are revenues derived from the issuance of occupational licenses, building permits, certification fees, and special assessments. Such fees currently are a minor portion of the County's Non - Ad Valorem Revenues. Charges for Services Revenues resulting from a local unit's charges for services are reflected in this category and include those charges received from private individuals or other governmental units. The following functional areas include such charges: (i) General government; (ii) Public safety; (iii) Physical environment; (iv) Human services; (v) Transportation and parking; (vi) Recreation and culture; and (vii) Other. Fines and Forfeitures Fines and forfeitures reflect those penalties and fines imposed for the commission of statutory offenses, violation of lawful administrative rules and regulations. Forfeitures include revenues resulting 23 from confiscation of deposits or bonds held as performance guarantees and proceeds from the sale of contraband property seized by law enforcement agencies. Miscellaneous Non -Ad Valorem Revenue This is a broad category that includes a wide variety of revenues, including but not limited to licensing and regulatory fees, fees for services or publications, transfers from other governmental units, traffic and parking fines, interest earnings and other miscellaneous revenues. Tourist Development Tax Revenues Pursuant to Section 125.0104(3)(b), Florida Statutes, counties may levy and impose a tourist development tax within their boundaries on the exercise of the taxable privilege described in Section 125.0104(3)(a), Florida Statutes. It is the intent of the Florida Legislature that every person who rents, leases or lets for consideration any living quarters or accommodations in any hotel, apartment hotel, motel, resort motel, apartment, apartment motel, rooming house, mobile home park, recreational vehicle park, condominium or time share resort for a term of six months or less, subject to certain exemptions described in Chapter 212, Florida Statutes, is exercising a taxable privilege. The person receiving the consideration for such rental or lease shall receive, account for, and remit the tax to the County Tax Collector (the "Tax Collector") at the time and in the manner provided for persons who collect and remit taxes under Section 212.03, Florida Statutes. The same duties and privileges imposed by Chapter 212, Florida Statutes, upon dealers in tangible property, respecting the collection and remission of tax, the making of returns, the keeping of books, records and accounts, and compliance with the rules of the FDOR in the administration of said chapter shall apply to and be binding upon all persons who are subject to the provisions of Ordinance No. 11-028 enacted by the Board on September 27, 2011 (the "Ordinance"). Collections received by the Clerk, less the costs of administration shall be paid and returned, on a monthly basis to County for use by the County and shall be placed in the County's Tourist Development Trust Fund in accordance with the County's tourist development plan. Any person who is taxable who fails or refuses to charge and collect from the person paying any rental or lease such tourist development taxes, either by himself or through his agents or employees, shall, in addition to being personally liable for the payment of such taxes, be guilty of a misdemeanor of the first degree, punishable as provided in Sections 775.082 or 775.083, Florida Statutes. Such tourist development taxes shall constitute a lien on the property of the lessee, customer, or tenant in the same manner as, and shall be collectible as are, liens authorized and imposed in Sections 713.67, 713.68 and 713.69, Florida Statutes. Pursuant to Section 125.0104(3)(c), Florida Statutes, counties are authorized to levy a tourist development tax at a rate of up to 2% on the exercise of the taxable privilege described above if it was approved by referendum, as required by Section 125.0104(6), Florida Statutes (the "First Cent and Second Cent"). Pursuant to Section 125.0104(3)(4), Florida Statutes, counties are authorized to levy an additional tourist development tax at a rate of 1% if there was either extraordinary approval of their respective governing boards, or referendum approval (the "Third Cent"), provided the First Cent and the Second Cent had been levied for at least three years prior to the imposition of the Third Cent. Pursuant to Section 125.0104(3)(1), Florida Statutes, counties are authorized to levy an additional tourist development tax at a rate of 1% if there is approval by a majority vote of such county's governing board (the "Fourth Cent," the proceeds of which are referred to herein as "Fourth Cent Revenues"). The 24 County has imposed such 1% additional tourist development tax. Fourth Cent Revenues may be used to: (a) Pay the debt service on bonds issued to finance the construction, reconstruction, or renovation of a professional sports franchise facility, or the acquisition, construction, reconstruction, or renovation of a retained spring training franchise facility, either publicly owned and operated, or publicly owned and operated by the owner of a professional sports franchise or other lessee with sufficient expertise or financial capability to operate such facility, and to pay the planning and design costs incurred prior to the issuance of such bonds. (b) Pay the debt service on bonds issued to finance the construction, reconstruction, or renovation of a convention center, and to pay the planning and design costs incurred prior to the issuance of such bonds. (c) Pay the operation and maintenance costs of a convention center for a period of up to ten (10) years. Only counties that have elected to levy the tax for the purposes authorized in paragraph (b) above may use the tax for the purposes enumerated in this paragraph. Any county that elects to levy the tax for the purposes authorized in paragraph (b) after July 1, 2000 may use the proceeds of the tax to pay the operation and maintenance costs of a convention center for the life of the bonds. (d) Promote and advertise tourism in the State and nationally and internationally; however, if Fourth Cent Revenues are expended for an activity, service, venue, or event, the activity, service, venue, or event shall have as one of its main purposes the attraction of tourists as evidenced by the promotion of the activity, service, venue, or event to tourists. Any county that elects to levy the Fourth Cent for these purposes after July 1, 2000 may use the proceeds of the tax to pay the operation and maintenance costs of a convention center for the life of the bonds. A county levying the Fourth Cent may not expend any ad valorem revenues for such construction, reconstruction, or renovation. Pursuant to Section 125.0104(3)(n), Florida Statutes, a county which has imposed the Fourth Cent, is authorized to levy an additional tourist development tax at a rate up to 1% if there is a majority plus one vote of the governing board of such county (the "Fifth Cent," the proceeds of which are referred to herein as "Fifth Cent Revenues"). The County has imposed such 1% additional tourist development tax. Fifth Cent Revenues may be used for the following purposes: (a) Pay the debt service on bonds issued to finance: (i) The construction, reconstruction, or renovation of a facility either publicly owned and operated, or publicly owned and operated by the owner of a professional sports franchise or other lessee with sufficient expertise or financial capability to operate such facility, and to pay the planning and design costs incurred prior to the issuance of such bonds for a new professional sports franchise as defined in Section 288.1162, Florida Statutes. (ii) The acquisition, construction, reconstruction, or renovation of a facility either publicly owned and operated, or publicly owned and operated by the owner of a professional sports franchise or other lessee with sufficient expertise or financial capability to operate such facility, and to pay the planning and design costs incurred prior to the issuance of such bonds for a retained spring training franchise. 25 (b) Promote and advertise tourism in the State and nationally and internationally; however, if tax revenues are expended for an activity, service, venue, or event, the activity, service, venue, or event shall have as one of its main purposes the attraction of tourists as evidenced by the promotion of the activity, service, venue, or event to tourists. A county that imposes the Fifth Cent may not expend any ad valorem tax revenues for the acquisition, construction, reconstruction, or renovation of a facility for which such Fifth Cent Revenues are used pursuant to subparagraph (a). Pursuant to Section 125.0104(3)(f), the tourist development tax shall be charged by the person receiving the consideration for the lease or rental, and it shall be collected from the lessee, tenant, or customer at the time of payment of the consideration for such lease or rental. The County levies each of the First Cent, the Second Cent, the Third Cent, the Fourth Cent and the Fifth Cent. [As of November 2016, the County's tourist development tax for Fiscal Year ending September 30, 2017 is estimated to be $3,814,362 by the FDOR.] [Remainder of page intentionally left blank] 26 Historical Receipt of Non -Ad Valorem Revenues The following table shows the historical receipt by the County of significant sources of certain Non -Ad Valorem Revenues for the prior five Fiscal Years ended September 30. The table does not include all of the Non -Ad Valorem Revenues of the County which may be available to pay debt service on the County's debt secured by these revenues. NON -AD VALOREM REVENUES OF ST. LUCIE COUNTY, FLORIDA Source: St. Lucie County Clerk of the Circuit Court [ADD COMNPARISON OF THE 9 MONTH PERIOD FOR 2016 VS. 2017 UNAUDITED] [Remainder of page intentionally left blank] 27 2016 2015 2014 2013 2012 Local communication services taxes $852,152 $909,243 $927,660 $ - $ - Local business taxes 25,119 21,173 24,967 25,393 24,984 Tourist development taxes 3,652,354 3,424,762 3,039,203 2,577,525 2,648,898 Licenses and permits - 500 500 - 1,000 Franchise fees 4,024,278 4,175,910 4,047,236 2,795,968 2,640,942 Intergovernmental revenues 9,752,209 8,761,096 7,623,899 10,747,662 13,075,597 Charges for services 12,593,975 12,560,347 12,408,743 8,741,337 6,707,926 Fines and forfeitures 1,581,158 1,791,546 1,758,835 565,333 35,656 Investment income 754,862 918,327 452,484 165,011 1,380,487 Contributions from property owners 49,756 56,788 100,639 138,369 98,792 Miscellaneous 6,345,680 5,550,911 5,773,691 5,975,320 5,752,043 Total Legally Available Non -Ad Valorem Revenues $39,031,543 $38,170,603 $36,157,884 531,731,918 $32,366,M Source: St. Lucie County Clerk of the Circuit Court [ADD COMNPARISON OF THE 9 MONTH PERIOD FOR 2016 VS. 2017 UNAUDITED] [Remainder of page intentionally left blank] 27 Debt of County Secured by Non -Ad Valorem Revenues The following table represents outstanding debt obligations of the County secured by specific Non -Ad Valorem Revenue sources and or a covenant to budget and appropriate Non -Ad Valorem Revenues. This table is exclusive of the debt of the County's business type activities such as in the water and sewer and solid waste enterprise funds. ST. LUCIE COUNTY, FLORIDA NON -AD VALOREM REVENUE OBLIGATIONS OUTSTANDING AS OF SEPTEMBER 30, 2017(4) Source: Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, 2016. (1) Secured by fuel tax revenues and such revenues can only be used for transportation related projects. (Z) Secured by special assessments and a covenant to budget and appropriate Non -Ad Valorem Revenues. (3) Refinanced by the Taxable Capital Improvement Revenue Refunding Note, Series 2016B on December 22, 2016 in the amount of $4,832,000 payable from a covenant to budget and appropriate Non -Ad Valorem Revenues. See table below. (4) After September 30, 2016, the County issued its Capital Improvement Revenue Bond, Series 2016A on November 22, 2016 in the amount of $3,000,000 payable from a covenant to budget and appropriate Non - Ad Valorem Revenues. See table below. The County also has several capital leases outstanding totaling $10,001,268 as of September 30, 2016 payable from Non -Ad Valorem Revenues. Not included in this total is a Motorola Lease in the amount of $8,967,201. The Motorola equipment was still being built as of September 30, 2016. From time to time, the County has issued various obligations secured by either a covenant to budget and appropriate from legally available Non -Ad Valorem Revenues or by a pledge of a specific non -ad valorem revenue source. Indebtedness of the County which is currently secured by a pledge of a 28 Principal Amount Principal Amount Issue Issued Outstanding Sales Tax Revenue Refunding Bonds, Series 2013A $47,285,000 $39,160,000 Sales Tax Revenue Refunding Bonds, Series 2013B 9,405,000 7,795,000 Capital Improvement Revenue Bond, Series 2015 7,000,000 6,485,000 Public Improvement Revenue Note, Series 2008A 1,700,000 835,000 Capital Improvement Revenue Refunding Note, Series 2011 10,330,000 4,980,000 Capital Improvement Revenue Note, Series 2007 10,000,000 1,967,812 Taxable Capital Improvement Revenue Refunding Note, Series 2016B 4,832,000 4,832,000 Transportation Revenue Refunding Bond, Series 20150) 11,390,000 11,105,000 Capital Improvement Revenue Refunding Bond, Series 2014 10,495,000 8,140,000 Capital Improvement Revenue Bond, Series 2016 3,320,000 3,005,000 Capital Improvement Revenue Bond, Series 2016A 3,000,000 2,810,000 Non Ad Valorem Revenue Bonds, Series 2017 46,865,000 46,865,000 Special Assessment Bond, Series 2010A(2) 4,355,000 2,615,000 Special Assessment Bond, Series 2010B(2) 860,000 520,000 Special Assessment Bond, Series 2010C(2) 260,000 155,000 Source: Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, 2016. (1) Secured by fuel tax revenues and such revenues can only be used for transportation related projects. (Z) Secured by special assessments and a covenant to budget and appropriate Non -Ad Valorem Revenues. (3) Refinanced by the Taxable Capital Improvement Revenue Refunding Note, Series 2016B on December 22, 2016 in the amount of $4,832,000 payable from a covenant to budget and appropriate Non -Ad Valorem Revenues. See table below. (4) After September 30, 2016, the County issued its Capital Improvement Revenue Bond, Series 2016A on November 22, 2016 in the amount of $3,000,000 payable from a covenant to budget and appropriate Non - Ad Valorem Revenues. See table below. The County also has several capital leases outstanding totaling $10,001,268 as of September 30, 2016 payable from Non -Ad Valorem Revenues. Not included in this total is a Motorola Lease in the amount of $8,967,201. The Motorola equipment was still being built as of September 30, 2016. From time to time, the County has issued various obligations secured by either a covenant to budget and appropriate from legally available Non -Ad Valorem Revenues or by a pledge of a specific non -ad valorem revenue source. Indebtedness of the County which is currently secured by a pledge of a 28 specific Non -Ad Valorem Revenue source will have a claim and lien on such source prior to any claim and lien of the Series 2017A Bonds. See below for various indebtedness secured by non -ad valorem revenues and the debt service related thereto. ST. LUCIE COUNTY, FLORIDA NON -AD VALOREM REVENUE DEBT SERVICE SCHEDULE1i1 29 2016B 2011 2014 2015 2016 2036A Taxable 2007 Capital 2008A Capital Capital Capital Capital Capital Capital Series 2017 Improve- Improve- Improve- 2013A/B Improve- Improve- Improve- Improve- Improve- Non Ad Period ment ment ment Sales Tax ment ment ment ment ment Valorem Endi Lrig Note")") Note"' Note"' Bonds"' Bond"' Bond170" Bond"' Bonder Bondj10) Bonds Aggrggate 10/1/2018 1,016,035 165,748 1,062,917 4,729,600 1,276,174 458,785 273,130 291,258 774,715 3,434,150 13,482,511 10/1/2019 1,015,746 164,648 1,062,222 4,733,000 1,285,146 455,907 273,060 291,244 773,080 3,435,400 13,489,453 10/1/2020 163,304 1,061,094 4,735,050 1,278,275 457,824 277,860 291,121 770,900 3,434,000 12,469,427 10/1/2021 161,716 1,059,532 4,736,800 1,280,921 459,467 277,400 290,889 774,175 3,438,750 12,479,650 10/1/2022 164,884 1,062,537 4,736,550 1,122,845 455,905 276,810 290,548 770,723 3,435,250 12,316,051 10/1/2023 162,564 4,734,050 952,901 457,137 276,090 290,098 772,725 3,433,750 11,079,315 10/1/2024 4,734,050 891,452 458,095 275,240 289,539 3,434,000 10,082,376 10/1/2025 4,731,050 890,967 458,779 274,260 288,871 3,435,750 10,079,677 10/1/2026 3,469,800 454,257 273,150 288,094 3,433,750 7,919,051 10/1/2027 3,467,800 454,530 276,910 287,208 3,438,000 7,924,448 70/1/2028 3,474,800 454,529 275,410 291,213 3,438,000 7,933,952 10/1/2029 3,470,050 454,254 273,780 3,433,750 7,631,834 70/1/2030 3,467,050 453,705 277,020 3,435,250 7,633,025 10/1/2031 3,469,650 457,814 3,437,000 7,364,464 70/1/2032 3,472,450 456,580 3,438,750 7,367,780 10/7/2033 3,470,250 455,072 3,435,250 7,360,572 10/1/2034 453,290 3,436,500 3,889,790 10/1/2035 456,165 3,437,000 3,893,165 10/1/2036 3,436,500 3,436,500 10/1/2037 3,434,750 3,434,750 10/1/2038 2,456,500 2,456,500 10/1/2039 2,455,250 2,455,250 10/1/2040 2,454,250 2,454,250 10/1/2041 2,453,250 2,453,250 10/7/2042 2,457,000 2,457,000 $2,031,781 $982,864 $5,308,301 565,632,000 $8,979,680 $8,212,091 $3,580,120 $3,190,083 $4,636,318 $80,991,800 $183,544,037 Source: St. Lucie County Clerk of the Circuit Court. (1) Includes both principal and interest. 121 Bears interest at the rate of 2.13% and is subject to acceleration upon an event of default. (3) Bears interest at the rate of 4.88% and is subject to acceleration upon an event of default. (4) Bears interest at the rate of 2.167% and is subject to acceleration upon an event of default. (5) Bears interest at the rate of 2.00-5.00% and is not subject to acceleration upon an event of default. (6) Bears interest at the rate of 2.14% and is subject to acceleration upon an event of default for non-payment. (7) Bears interest at the rate of 2.74% and is subject to acceleration upon an event of default for non-payment of any debt and in the case of bankruptcy. (8) Bears interest at the rate of 2.60% and is subject to acceleration upon an event of default for non-payment. (9) Bears interest at the rate of 2.18% and is subject to acceleration upon an event of default for non-payment. (10) Bears interest at the rate of 3.03% and is subject to acceleration upon an event of default for non-payment. 29 Rounded to the nearest dollar. INVESTMENT CONSIDERATIONS The following discussion provides information relating to certain risks that could affect payments of the principal of, redemption premium, if any, and interest on the Series 2017A Bonds. The order in which the following information is presented is not intended to reflect the relative importance of the risks discussed. The following information is not, and is not intended to be, exhaustive and should be read in conjunction with all of the other sections of this Official Statement, including its appendices. Prospective purchasers of the Series 2017A Bonds should carefully analyze the information contained in this Official Statement, including its appendices (and including the additional information contained in the form of the complete documents referenced or summarized herein), for a more complete description of the investment considerations relevant to purchasing the Series 2017A Bonds. Copies of any documents referenced or summarized in this Official Statement are available from the County as described under "INTRODUCTION" herein. 1. There is no assurance that any rating assigned to the Series 2017A Bonds by a rating agency will continue for any given period of time or that such rating will not be lowered or withdrawn entirely by such rating agency, if in its judgment, circumstances warrant. A downgrade, change in or withdrawal of any rating may have an adverse effect on the market price of the Series 2017A Bonds. See "RATINGS" herein. 2. The County's covenant to budget and appropriate from Non -Ad Valorem Revenues for the payment of the Series 2017A Bonds is limited by a number of factors. As indicated under the caption "SECURITY FOR THE BONDS — General" herein, the County is required to operate with a balanced budget. In addition, the County is not required and does not covenant to maintain any services or programs which generate Non -Ad Valorem Revenues. Cancellation of any services or programs which are not essential services and that generate Non -Ad Valorem Revenues could have an adverse effect on the County fulfilling its covenant obligations under the Resolution. Certain Non -Ad Valorem Revenues, such as State revenue sharing, may be subject to modification or repeal by the State Legislature. Certain matching Non -Ad Valorem Revenues, such as governmental, foundation or corporate grants to the County, also may be subject to modification or may be discontinued. 3. Continued consistent receipt of Non -Ad Valorem Revenues is dependent upon a variety of factors, including greater or lesser growth in the unincorporated areas of the County that could have positive or negative effects on Non -Ad Valorem Revenues. The amounts and availability of any of the Non -Ad Valorem Revenues to the County are also subject to change, including reduction or elimination by change of State law or changes in the facts or circumstances according to which certain of the Non -Ad Valorem Revenues are allocated. In addition, the amount of certain of the Non -Ad Valorem Revenues collected by the County is directly related to the general economy of the County. Accordingly, adverse economic conditions could have a material adverse effect on the amount of Non -Ad Valorem Revenues collected by the County. The County may also specifically pledge certain of the Non -Ad Valorem 30 Revenues or, upon meeting the anti -dilution test described under "SECURITY FOR BONDS — Issuance of Other Obligations," covenant to budget and appropriate legally available Non -Ad Valorem Revenues of the County to future obligations. In the case of a specific pledge, such Non -Ad Valorem Revenues would be required to be applied to such obligations prior to paying the principal of and interest on the Series 2017A Bonds. 4. In the event of a default in the payment of principal of or interest on the Series 2017A Bonds, the remedies of the owners of the Series 2017A Bonds are limited under the Resolution. See "APPENDIX C — Form of the Resolution" herein. GENERAL INFORMATION REGARDING ST. LUCIE COUNTY Background The County is located on the east south central coast of Florida, and encompasses an area of approximately 581 square miles. It is bounded on the north by Indian River County, on the west by Okeechobee County, on the south by Martin County and on the east by the Atlantic Ocean. Fort Pierce is the County Seat and is located approximately 60 miles north of West Palm Beach and 100 miles southeast of Orlando. The estimated population of the County as of July 1, 2016, was 306,507. The principal industries of the County include tourism, agriculture, services, and light manufacturing. Incorporated areas within the County include the City of Fort Pierce, the City of Port St. Lucie and the Town of St. Lucie Village. See "APPENDIX A — General Information Concerning the County" attached hereto. County Government St. Lucie County is governed by five elected Commissioners and an appointed County Administrator. The Board operates as a non -charter government pursuant to Article VIII, Section (1)(f), of the Constitution of the State of Florida. The members of the County Commission and expiration of their current terms of office are: Commission Members Chris Dzadovsky, Chairman Tod Mowery, Vice Chair Linda Bartz Frannie Hutchinson Cathy Townsend Date Term Expires November 2020 November 2018 November 2020 November 2018 November 2020 The Board has entrusted the position of County Administrator to Howard N. Tipton. Mr. Tipton supervises the day-to-day workings of the County, manages the annual budget and oversees the County's operating departments and divisions. Mr. Tipton was appointed County Administrator by the Board in November 2014, having now served a total of 34 years in four different Florida counties. His previous assignments have included Deputy County Administrator for Orange County (Orlando), President/COO for a golf course development company, Chief Administrative Officer for the Orange County Clerk of Courts, and most recently County Manager for Brevard County. He earned a Bachelor of Science degree from James Madison University, a Masters of Public Administration from the 31 University of Central Florida and completed the program for senior executives in state and local government at Harvard University's John F. Kennedy School of Government. His community service includes serving on the St. Lucie United Way Board of Directors, St. Lucie EDC Board of Directors, and as an Allegany Franciscan Ministries Lincoln Park Council Member. Past service includes Board Chair of the United Way of Brevard and Chair of the Mental Health Association of Central Florida, Board Member for Goodwill Industries of Central Florida, Board Member for the Brevard Cultural Alliance, and a Stephen Minister for St. Luke's Methodist Church. The County's Finance Director is Shai Francis. Ms. Francis joined the St. Lucie County Clerk's office in October 2007. She is responsible for overseeing the operations for the Board's finance functions, which include the investments, accounting, financial reporting, debt management, accounts payable, accounts receivable, grants and contracts, Board recording secretary, and Value Adjustment Board administration. She also prepares the Clerk's annual budget and overseas the entire Clerk's finances. Ms. Francis has worked for over twenty-six years in various facets of local governmental accounting and budget. She has a B.A. in accounting from Soochow University, Taipei, Taiwan, and a MBA from Florida Institute of Technology, Florida. She is a certified public accountant and a certified government finance officer for the State. She is a member of AICPA (American Institute of Certified Public Accountants), FICPA (Florida Institute of Certified Public Accountant), GFOA (Government Finance Officers Association), and FGFOA (Florida Government Finance Officers Association). The Management and Budget Director, appointed by and serving at the pleasure of the County Administrator, is responsible for preparing the County's annual budget and overseeing the County's procurement function. The County's Interim Management and Budget Director is Jennifer Hill. Ms. Hill was appointed as Interim Management and Budget Director on May 5, 2017. She joined the St. Lucie County Office of Management and Budget in December of 2003 and has worked for twenty-two years in governmental budgeting. She earned a Bachelor of Science degree from the University of Florida and a Masters of Business Administration from Florida Atlantic University. She is also a Certified Government Finance Officer. Management Discussion The Fiscal Year 2017-2018 Budget for the County was adopted by the Board on September 26, 2017 in the amount of $557,215,720 and was comprised of the General Fund, the Special Revenue Funds, Debt Service Funds, Capital Project Funds, Enterprise Funds, Internal Service Funds and Trust and Agency Funds. The General Fund Budget for Fiscal Year 2017-2018 was approximately $141,744,704 and represented an increase of 4.54% from the Fiscal Year 2016-2017 adopted General Fund Budget ($135,585,459). [Remainder of page intentionally left blank] 32 ST. LUCIE COUNTY, FLORIDA Fiscal Year 2017-2018 Adopted Budget Estimated Revenues Estimated Beginning Balances $237,307,773 Taxes: Ad Valorem 167,604,462 Other Taxes & fees 8,165,584 Licenses and Permits 16,089,017 Intergovernmental Revenues 57,376,775 Charges for Services 46,875,461 Fines and Forfeits 1,094,997 Miscellaneous Revenues 11,044,793 Other Financing Sources Interfund Transfers — In 19,531,911 Proceeds from Loans/Bonds 3,277,500 Internal Services & Other 754,006 Less 5% 11,906,559 Total Estimates Revenue Sources $557,215,720 Estimated Expenditures General Government Public Safety Physical Environment Transportation Economic Environment Human Services Court Related Culture & Recreation Capital Outlay Debt Service Other Financing Uses Interfund Transfers Transfer to Const. Officers Total Expenditures and Uses Estimated Ending Balance Total Expenditures and Uses $51,032,274 22,097,337 40,860,678 31,278,668 9,236,509 12,034,525 5,757,528 20,467,933 128,250,589 19,632,469 19,531,911 94,923,923 $455,104,344 102,111,376 $557,215,720 Source: St. Lucie County Board of County Commissioners Final Budget, Fiscal Year 2018. 33 Reserves Pursuant to Resolution No. 10-279 adopted on October 19, 2010, as amended and supplemented, the County established a reserve policy. Such policy provides that the County shall maintain a designated Emergency Reserve Fund equal to 5% of the total operating budget excluding funds that have a minimum of 10% or $2,000,000 in reserves, whichever is greater. Such funds shall be used for natural or manmade disasters. Additionally, Resolution No. 10-279 provides that the County shall maintain a fund balance reserve in the General Fund equal to 5% of the General Fund operating budget. Such funds may be used to address unanticipated revenue shortfalls or any unforeseen expenditures not necessarily resulting from a natural or manmade disaster. The County is in compliance with both of the above policies. Such policies may be modified from time to time. Debt Policy By adoption of the Fiscal Year 2016-2017 Budget, the County adopted its debt policy which establishes the following criteria: • The County will not fund operations or normal maintenance from the proceeds of long-term financing and will confine long-term borrowing and capital leases to capital improvements, projects or equipment that cannot be financed from current or projected financial resources. • The County's debt capacity will be maintained within the following generally accepted benchmarks: - Debt per capita shall remain below four hundred ($400) dollars. Direct debt includes general obligations and governmental fund bond debt. - Direct debt per capita as a percentage of income per capita should not exceed 2%. - Direct debt as a percentage of the final assessment value of taxable property as provided by the Office of the Property Appraiser shall not exceed 1%. - The ratio of direct debt service expenditures as a percentage of general governmental expenditures will not exceed 10%. • The County strives to maintain a minimum underlying bond rating equivalent to "Upper Medium Grade" (Moody's "A" or S&P "A") and request an evaluation of their underlying rating every five years or as deemed necessary by the Board. • The County shall strive to keep the average maturity of general obligation bonds at or below fifteen years. 34 • When financing capital projects or equipment by issuing bonds, the County will amortize the debt over a term not to exceed the useful life of the project or piece of equipment. • Each year the County will review its outstanding debt for the purpose of determining the feasibility of refunding an issue. • To the maximum extent possible, the County will use special assessment or self-supporting bonds in lieu of general obligation bonds. Investment Policy Pursuant to Sections 125.31 and 218.415, Florida Statutes, the Board established an investment policy applicable to all surplus funds held by or for the benefit of the County. Pursuant to such investment policy, the authorized investments are as follows: a. The Intergovernmental Investment Pool rated "AAAm" by Standard & Poor's or the equivalent by another nationally recognized self-regulatory organization (NRSRO) for a stable Net Asset Value (NAV) fund. If the stable NAV fund has no rating then the underlying securities must be either FDIC insured; collateralized under the Florida Security for Public Deposits Act, Chapter 280, Florida Statutes; or have a long term rating of "A" or better by a nationally recognized rating agency. For a floating NAV fund, the minimum rating will be AAf/Sl or the equivalent by a nationally recognized rating agency. b. Negotiable direct obligations of, or obligations the principal and interest of which are unconditionally guaranteed by the United States Government. Such securities will include, but not be limited to, the following: 1. Treasury Bills 2. Treasury Notes 3. Treasury Bonds C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by United States agencies provided such obligations are backed by the full faith and credit of the United States Government. Such securities will include, but not be limited to, the following: 1. Farmers Home Administration 2. Government National Mortgage Association (GNMA) d. Bonds, debentures, notes of or other evidence of indebtedness issued or guaranteed by United States Government agencies (Federal Instrumentalities) which are not backed by the full faith and credit of the United States Government. Such securities will include, but not be limited to, the following: 1. Federal Farm Credit Bank (FFCB) 2. Federal Home Loan Bank or its district banks (FHLB) 3. Federal National Mortgage Association (FNMA) 4. Federal Home Loan Mortgage Corporation (Freddie -Mac) 35 e. Non-negotiable interest-bearing time certificates of deposit, money market accounts or savings accounts in financial institutions organized under the laws of the United States, doing business and situated in this state, provided that any such deposits are secured by the Florida Security for Public Deposits Act, Chapter 280, Florida Statutes. f. Repurchase agreements collateralized by Treasury Bills or Notes having a maturity of two (2) years or less. g. Securities and Exchange Commission registered money market funds with the highest credit quality rating from a nationally recognized rating agency. h. Corporate Obligations or Corporate Notes of U.S. Corporations with at least two of the following three minimum ratings: A- by Standard & Poor's, A3 by Moody's, or A -by Fitch. i. Commercial Paper denominated in United States dollars that is rated, at the time of purchase, Prime -1 by Moody's and A-1 by Standard & Poor's (Prime Commercial Paper). If the Commercial Paper is backed by a letter of credit (LOC), the long-term debt of the LOC provider must be rated A or better by at least two nationally recognized rating agencies. j. Supranational Agencies — Debt obligations issued by multilateral organization of governments of which the U.S. is a shareholder and voting member, and are denominated in U.S. dollars, with highest Short -Term or Long -Term rating (A -1+/P-1, AAA/Aaa, or equivalent). Purchase authorization includes, but is not limited to, obligations of the following multilateral organizations: 1. International Bank for Reconstruction and Development (IBRD) 2. International Finance Corporation (IFC) 3. European Bank for Reconstruction and Development (EBRD) 4. Inter -American Development Bank (IADB) 5. Asian Development Bank (ADB) 6. African Development Bank (AFDB) Investment in derivative products is not authorized. For the purposes of this policy derivative products are defined as financial arrangements whose value are derived from changes in an underlying variable such as a stock, bond, stock index, interest rate index, currency, commodity, etc. Derivative investments include, but are not limited to: futures contracts, options contracts, forward contracts, interest rate swaps, interest rate floor or ceiling contracts, and linked index investments. k. Equities, Mutual Funds and/or exchange -traded funds (ETFs) — Equities, shares in open-end and no-load equity and/or fixed-income mutual funds, and/or ETFs. The County's investment policy may be modified from time to time. See also "SECURITY FOR THE BONDS" herein for a description of the provisions which govern the investment of moneys on deposit in funds and accounts established in the Resolution. 36 LIABILITIES OF THE COUNTY Pension Plans The County employees participate in the Florida Retirement System ("FRS"). FRS was created pursuant to Chapter 121, Florida Statutes, to provide a defined benefit pension plan for participating public employees. See "APPENDIX A -General Information Concerning the County -Pension Plans" for additional information on the FRS. Other Post -Employment Benefits Pursuant to the provision of Section 112.0801, Florida Statutes, former employees who retire from the County and eligible dependents may continue to participate in the County's respective medical/prescription, vision, dental and life insurance plans as long as they pay the full premium applicable to coverage elected. For the St. Lucie County Sheriff's Office employees, the County subsidizes a portion of the premiums. See "APPENDIX A -General Information Concerning the County - Other Post -Employment Benefits" for additional information on the County's post -employment benefit plans. LEGAL MATTERS Certain legal matters in connection with the issuance of the Series 2017A Bonds are subject to an approving legal opinion of Nabors, Giblin & Nickerson, PA, Tampa, Florida, Bond Counsel, whose approving opinion (a form of which is attached hereto as "APPENDIX D -Form of Bond Counsel Opinion") will be available at the time of delivery of the Series 2017A Bonds. Certain legal matters will be passed on for the County by Daniel S. McIntyre, Esq., County Attorney, and Bryant Miller Olive P.A., Miami, Florida, Disclosure Counsel. GrayRobinson, P.A., Tampa, Florida, is serving as Counsel to the Underwriters. GrayRobinson, P.A. represents the County from time to time in certain unrelated matters. Bond Counsel has not been engaged to, nor has it undertaken to, review (1) the accuracy, completeness or sufficiency of this Official Statement or any other offering material relating to the Series 2017A Bonds; provided, however, that Bond Counsel will render an opinion to the Underwriters of the Series 2017A Bonds (upon which opinion only the Underwriters may rely) relating to the correctness of the presentation of certain statements contained herein under the heading "TAX MATTERS" and certain statements which summarize provisions of the Resolution, the Series 2017A Bonds and federal tax law, and (2) the compliance with any federal or state law with regard to the sale or distribution of the Series 2017A Bonds. LITIGATION There is no pending or, to the knowledge of the County, any threatened litigation against the County of any nature whatsoever which in any way questions or affects the validity of the Series 2017A Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the collection of the Non -Ad Valorem Revenues. Neither the creation, organization or existence, nor the title of the present members of the Board, or other officers of the County is being contested. 37 The County experiences claims, litigation, and various legal proceedings which individually are not expected to have a material adverse effect on the operations or financial condition of the County, but may, in the aggregate, have a material impact thereon. In the opinion of the County Attorney, however, the County will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences on the financial condition of the County. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectly offer or sell securities of the County except by an offering circular containing full and fair disclosure of all defaults as to principal or interest on its obligations since December 31, 1975, as provided by rule of the Office of Financial Regulation within the Florida Financial Services Commission (the "Commission"). Pursuant to administrative rulemaking, the Commission has required the disclosure of the amounts and types of defaults, any legal proceedings resulting from such defaults, whether a trustee or receiver has been appointed over the assets of the County, and certain additional financial information, unless the County believes in good faith that such information would not be considered material by a reasonable investor. The County is not and has not been in default on any bond issued since December 31, 1975 that would be considered material by a reasonable investor. The County has not undertaken an independent review or investigation of securities for which it has served as conduit issuer. The County does not believe that any information about any default on such securities is appropriate and would be considered material by a reasonable investor in the Series 2017A Bonds because the County would not have been obligated to pay the debt service on any such securities except from payments made to it by the private companies on whose behalf such securities were issued and no funds of the County would have been pledged or used to pay such securities or the interest thereon. TAX MATTERS In the opinion of Bond Counsel, the form of which is included as APPENDIX D hereto, the interest on the Series 2017A Bonds is not excludable from gross income of the owners thereof for federal income tax purposes. Interest on the Series 2017A Bonds may be subject to state or local income taxation under applicable state or local laws in other jurisdictions. Purchasers of the Series 2017A Bonds should consult their tax advisors as to the income tax status of interest on the Series 2017A Bonds in their particular state or local jurisdictions. Except as provided above, Bond Counsel is not rendering any opinion regarding tax consequences of owning the Series 2017A Bonds. There are several tax -related issues attendant with ownership of the Series 2017A Bonds, including, but not limited to, treatment of original issue discount or premium, if any, treatment of secondary market discount or premium, if any, reporting requirements and possible application of backup withholding tax, determination of an owner's tax basis and gains or losses in connection with sales, exchanges or other dispositions of the Series 2017A Bonds, foreign ownership, ownership by certain employee benefit plans and other retirement plans and other issues. Many of the rules related to these issues are complicated and purchasers of the Series 2017A Bonds should consult their own tax advisors and professionals as to the tax consequences of the purchase, ownership and disposition of the Series 2017A Bonds under federal, state, local, foreign and other tax laws. 38 RATINGS Moody's Investors Service ("Moody's") and S&P Global Ratings ("S&P") are expected to assign their ratings of " " and " " ( outlook) respectively, to the Series 2017A Bonds. Generally, a rating agency bases its rating on information and materials and on investigations, studies and assumptions furnished to and obtained and made by the rating agency. The rating reflects only the view of said rating agency and an explanation of the rating may be obtained only from said rating agency. There can be no assurance that such rating will continue for any given period of time or will not be revised downward or withdrawn entirely by such rating agency, if in its judgment circumstances so warrant. Any such downward revision or withdrawal of the ratings of the Series 2017A Bonds may have an adverse effect on the market price of the Series 2017A Bonds. The County undertakes no responsibility to oppose any such revision or withdrawal. An explanation of the significance of the ratings can be received from the following: Moody's, 7 World Trade Center, 250 Greenwich Street, New York, NY 10007 and S&P, 55 Water Street, New York, New York 10041. FINANCIAL ADVISOR The County has retained Public Financial Management, Inc., Orlando, Florida, as Financial Advisor in connection with the County's financing plans and with respect to the authorization and issuance of the Series 2017A Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in the Official Statement. The Financial Advisor did not participate in the underwriting of the Series 2017A Bonds. INDEPENDENT ACCOUNTANTS The Independent Auditors' Report of the County for the Fiscal Year ending September 30, 2016 and report relating to the Basic Financial Statements contained therein of Berger, Toombs, Elam, Gaines & Frank Certified Public Accountants PL, Fort Pierce, Florida (the "Independent Certified Public Accountants") are attached hereto as "APPENDIX B - Independent Auditors' Report of the County." Such statements speak only as of September 30, 2016. The Independent Auditors' Report attached hereto as "APPENDIX B - Independent Auditors' Report" is presented for general information purposes only. The County covenanted and agreed in the Resolution to, immediately after the close of each Fiscal Year, cause the financial statements of the County to be properly audited by a recognized independent certified public accountant or recognized independent firm of certified public accountants, and shall require such accountants to complete their report on the annual financial statements in accordance with applicable law. The annual financial statement shall be prepared in conformity with generally accepted accounting principles consistently applied. 39 UNDERWRITING The Series 2017A Bonds are being purchased by Citigroup Global Markets Inc. and Wells Fargo Bank, National Association (collectively, the "Underwriters") at an aggregate purchase price of $ (which includes net original issue premium[discount] of $ and Underwriters' discount of $ ). The Underwriters' obligations are subject to certain conditions precedent contained in a contract of purchase entered into with the County, and, they will be obligated to purchase all of the Series 2017A Bonds if any Series 2017A Bonds are purchased. The Series 2017A Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2017A Bonds into investment trusts) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriters. Citigroup Global Markets Inc., an underwriter of the Series 2017A Bonds, has entered into a retail distribution agreement with UBS Financial Services Inc. ("UBSFS"). Under this distribution agreement, Citigroup Global Markets Inc. may distribute municipal securities to retail investors through the financial advisor network of UBSFS. As part of this arrangement, Citigroup Global Markets Inc. may compensate UBSFS for its selling efforts with respect to the Series 2017A Bonds. Wells Fargo Securities is the trade name for certain securities -related capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Bank, National Association, which conducts its municipal securities sales, trading and underwriting operations through the Wells Fargo Bank, NA Municipal Products Group, a separately identifiable department of Wells Fargo Bank, National Association, registered with the Securities and Exchange Commission as a municipal securities dealer pursuant to Section 15B(a) of the Securities Exchange Act of 1934. Wells Fargo Bank, National Association, acting through its Municipal Products Group ("WFBNA"), the senior underwriter of the Series 2017A Bonds, has entered into an agreement (the "WFA Distribution Agreement") with its affiliate, Wells Fargo Clearing Services, LLC (which uses the trade name "Wells Fargo Advisors') ("WFA"), for the distribution of certain municipal securities offerings, including the Series 2017A Bonds. Pursuant to the WFA Distribution Agreement, WFBNA will share a portion of its underwriting compensation with respect to the Series 2017A Bonds with WFA. WFBNA has also entered into an agreement (the "WFSLLC Distribution Agreement") with its affiliate Wells Fargo Securities, LLC ("WFSLLC"), for the distribution of municipal securities offerings, including the Series 2017A Bonds. Pursuant to the WFSLLC Distribution Agreement, WFBNA pays a portion of WFSLLC's expenses based on its municipal securities transactions. WFBNA, WFSLLC and WFA are each wholly-owned subsidiaries of Wells Fargo & Company. CONTINGENT FEES The County has retained Bond Counsel, the Financial Advisor and Disclosure Counsel with respect to the authorization, sale, execution and delivery of the Series 2017A Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters (which includes the fees of Underwriters' Counsel) are each contingent upon the issuance of the Series 2017A Bonds. 40 ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2017A Bonds upon an event of default under the Resolution, are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Resolution and the Series 2017A Bonds, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2017A Bonds (including Bond Counsel's approving opinion) will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. See "APPENDIX C - Form of the Resolution" attached hereto for a description of events of default and remedies. CONTINUING DISCLOSURE The County will covenant for the benefit of the owners of the Series 2017A Bonds to provide certain financial information and operating data relating to the County (the "Annual Report"), and to provide, or cause to be provided, notices of the occurrence of certain enumerated events. Annual financial information and operating data of the County will be filed by the County with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access System ("EMMA"). The notices of material events, when and if they occur, shall be timely filed by the County with EMMA. The specific nature of the financial information, operating data, and of the type of events which trigger a disclosure obligation, and other details of the undertaking are described in "APPENDIX E — Form of Continuing Disclosure Certificate" attached hereto. The Continuing Disclosure Certificate shall be executed by the County prior to or upon the issuance of the Series 2017A Bonds. These covenants have been made in order to assist the Underwriters in complying with the continuing disclosure requirements of Rule 15c2- 12 promulgated by the Securities and Exchange Commission (the "Rule"). With respect to the Series 2017A Bonds, no party other than the County is obligated to provide any continuing disclosure information with respect to the Rule. While not considered by the County to be a material failure to comply, at various times during the past five years, the County has inadvertently failed to file notices of events timely regarding the ratings changes of the insurers of their respective indebtedness. Notices have since been filed indicating the current ratings of the bond insurers which insure their currently outstanding indebtedness. All such failures have been cured as of the date hereof. The County has aligned all of its EMMA filings to ensure compliance under its continuing disclosure undertakings. The County fully anticipates satisfying all future obligations required pursuant to the Rule. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The references, excerpts, and summaries of all documents, statutes, and information concerning the County and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the Series 2017A Bonds, the security for the payment of the Series 2017A Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. 41 Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2017A Bonds. The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements. [Remainder of page intentionally left blank] 42 AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the County. At the time of delivery of the Series 2017A Bonds, the County will furnish a certificate to the effect that nothing has come to their attention which would lead it to believe that the Official Statement (other than information herein related to DTC, the book -entry only system of registration and the information contained under the caption "TAX MATTERS" as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2017A Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA By Chairman, Board of County Commissioners By County Administrator 43 APPENDIX A GENERAL INFORMATION CONCERNING THE COUNTY THE FOLLOWING INFORMATION CONCERNING ST. LUCIE COUNTY, FLORIDA (THE "COUNTY") IS INCLUDED ONLY FOR THE PURPOSE OF PROVIDING GENERAL BACKGROUND INFORMATION. THE INFORMATION HAS BEEN COMPILED ON BEHALF OF THE COUNTY AND SUCH COMPILATION INVOLVED ORAL AND WRITTEN COMMUNICATIONS WITH THE VARIOUS SOURCES INDICATED HEREIN. THE INFORMATION IS SUBJECT TO CHANGE, ALTHOUGH EFFORTS HAVE BEEN MADE TO UPDATE THE INFORMATION WHERE PRACTICABLE. CERTAIN OF THE TABLES THAT FOLLOW IN THIS APPENDIX HAVE BEEN DERIVED FROM THE STATISTICAL SECTION OF THE COUNTY'S COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2016. BACKGROUND The County is located on the east south central coast of Florida, and encompasses an area of approximately 572 square miles. It is bounded on the north by Indian River County, on the west by Okeechobee County, on the south by Martin County and on the east by the Atlantic Ocean. Fort Pierce is the County Seat and is located approximately 60 miles north of West Palm Beach and 100 miles southeast of Orlando. As of July 1, 2016, population of the County was estimated at 306,507. The principal industries of the County include tourism, agriculture, services, and light manufacturing. Incorporated areas within the County include the City of Fort Pierce, the City of Port St. Lucie and the Town of St. Lucie Village. EDUCATIONAL FACILITIES The County public school district has 17 elementary schools grades kindergarten through 5, 9 kindergarten through 8 schools, 4 middle schools, 5 high schools, 1 school which combines a middle school and a high school, 3 non-traditional schools which includes the Dale Cassens Education Complex for the physically and emotionally handicapped students at all grade levels and 4 magnet schools serving grades kindergarten through 8. Of these, there are two magnet schools serving grades kindergarten through 5, one magnet school serving grades kindergarten through 8, and one magnet school which combines a middle school and a high school. There are ten private schools supplementing the public school system. Within the County, there is one private institution of higher education - Keiser University, and four public institutions, Florida Atlantic University (FAU), Fortis Institute, Virginia College and Indian River State College (IRSC). Keiser University focuses on vocational education, and associate, bachelor and graduate degrees for non- traditional students. IRSC is a four-year state college whose main campus is located in Ft. Pierce and offers a diverse range of bachelor degrees, some of which are biology, education, nursing, and digital media as well as associate degrees. The FAU campus located in Ft. Pierce is dedicated to exploring the world's oceans and integrating the science and technology of the sea with the needs of humankind. A-1 CLIMATE St. Lucie County features a warm humid subtropical climate, falling just short of having a true tropical climate. Summers are usually hot, with temperatures averaging low 90s. Winters are usually mild to warm, with average temperatures around 70°F. The average yearly precipitation is around 53.5 in. AGRICULTURE The County is the 71h largest aquaculture economy in the State, the 6th largest fruit -producing county in the State, and 1st in grapefruit acreage. According to the 2012 census, the County has a total area of approximately 572 square miles. Approximately fifty-three percent (53%) of the County's land is classified as agriculture. According to the U.S. Department of Commerce's 2012 Census of Agriculture, as of 2012 there were 406 counted farms in the County, encompassing approximately 195,155 acres. The market value of all agricultural products (i.e., crops and livestock) produced in the County amounted to $168 million in sales. TOURISM AND RECREATION A combination of favorable climate and available recreational assets such as 21 miles of beaches, tennis courts, golf courses, world class fishing, and a thriving arts and culture scene has made tourism an important industry in St. Lucie County. Within the County, there are 63 hotels, motels, RV parks, and campgrounds with approximately 4,800 total units. The County also has over 319 licensed dining establishments with an estimated seating capacity in excess of 27,000. The County has one inlet, located at its northeast corner and is connected to the federally -maintained Intracoastal Waterway. County residents have easy access to the ocean by way of the North Fork of the St. Lucie River through its protected, tree -lined waterway meandering through the County. Besides boating and fishing, the County maintains Regional Parks, St. Lucie County Sports Complex, stadiums, ball fields, natural resource based parks/preserves and a botanical garden. Community Parks have lighted facilities for organized athletic programs. The County also owns and operates the Fairwinds Golf Course, an 18 -hole championship golf course. TRANSPORTATION FACILITIES The County is situated in an area where the Florida Turnpike, Interstate 95, US Highway 1, the St. Lucie County International Airport, the Port of Fort Pierce and the Florida East Coast Railway system are in close proximity to each other. This provides for easy access to County amenities, commercial opportunities, as well as access to other parts of the state. A-2 POPULATION STATISTICS The County has experienced rapid growth in recent decades which exceeds the state growth rate. The following table presents historical population growth for the County for the period of 2007 to 2016. POPULATION STATISTICS FOR ST. LUCIE COUNTY AND STATE OF FLORIDA Source: U.S. Department of Commerce, Bureau of Census, University of Florida, College of Business Administration, Population Division, Bureau of Economic and Business Research, Florida Statistical Abstract 2016. A-3 ST. LUCIE COUNTY STATE OF FLORIDA Year Population % Change Population % Change 2007 271,961 4.9% 18,277,888 1.1 2008 276,585 1.7 18,423,878 0.8 2009 272,864 (1.4) 18,537,969 0.6 2010 277,789 1.8 18,801,332 1.4 2011 279,696 0.7 18,905,048 0.6 2012 280,355 02 19,074,434 0.9 2013 281,151 0.3 19,259,543 1.0 2014 282,821 0.6 19,507,369 1.3 2015 287,749 1.8 19,815,183 1.6 2016 306,507 6.5 20,148,654 1.7 Source: U.S. Department of Commerce, Bureau of Census, University of Florida, College of Business Administration, Population Division, Bureau of Economic and Business Research, Florida Statistical Abstract 2016. A-3 ASSESSED VALUATIONS ST. LUCIE COUNTY, FLORIDA Fiscal Centrally Total Year Real Personal Assessed Assessed TaxableM PropertyOX3 Property Property(z) Valuation a>(2X3) Exemptions Valuation 2007 $35,297,381,073 $3,003,465,947 $34,751,554 $38,336,598,574 $13,923,788,784 $24,412,809,790 2008 35,921,342,207 2,900,867,475 42,426,177 38,864,635,859 13,310,554,702 25,554,081,157 2009 30,656,945,464 3,061,594,950 58,744,561 33,777,284,975 12,218,435,134 21,558,849,841 2010 23,053,499,012 3,278,060,429 40,383,465 26,371,942,906 9,340,839,611 17,031,103,295 2011 20,280,817,028 3,228,764,567 33,788,294 23,543,369,919 8,377,431,327 15,165,938,592 2012 19,173,039,636 3,293,341,552 35,170,709 22,501,557,897 7,893,166,311 14,608,385,586 2013 18,590,958,586 23,238,698,229 30,940,040 22,238,606,523 7,899,097,097 14,339,509,426 2014 18,278,465,727 22,848,082,159 34,711,318 22,970,680,525 7,793,183,273 15,177,497,252 2015 19,129,945,370 23,912,431,713 45,267,354 23,880,397,036 8,252,543,413 15,627,853,623 2016 20,798,536,263 25,998,170,329 47,059,119 25,609,842,916 9,346,234,656 16,263,608,260 Source: Department of Revenue, State of Florida, and St. Lucie County Property Appraiser. (1) Total assessed value based on approximately 80% of estimated actual value. (2) Centrally assessed property that is assessed by the State of Florida rather than by the Property Appraiser (property located in more than one county). Centrally assessed property is primarily railroad property. (3) The breakdown of commercial and non-commercial real property assessed value is not available. (4) The Taxable Valuation is the difference between the Total Assessed Valuation and the Exemptions. A-4 F G a O F ��lf 00 \�D ��. M yl N Cl T M CO N 01F.�°J O`a rnrnrnrna`O.rnrnrnrnrn V ao 0o a, N "D N \D Ln N r� N ON r~ a\ 9 " O \DO O1,0 N M O M M 00 00 Z.D O r, In M O F 0) N O 00 er cn M dt \.o E' c�MnCLnid+cqPo0 00 N N N M ct ;64 m a �+ F N O r -I N M cM In 1.0 ^" O O O T--4 e-+ r� -� " N �--� O O O O 00000 O O WN N N N N N N N N N W VA v � � ;. X a M O O � O d o � � � � o 0 0 � o � a ¢' N O C z O Q) .n F'. 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D 0 a M o °1 a o � Q; X O to — z � � w � O � O O d Q a � O C oou V o ro E- m v a a CL m d 3 .14 o O O m o R C o C o U tz r -I N M v Q ASSESSMENT OF TEN LARGEST PRINCIPAL PROPERTY TAXPAYERS ST. LUCIE COUNTY, FLORIDA Source: St. Lucie County Tax Collector Office and St. Lucie County Property Appraiser. MAJOR EMPLOYERS ST. LUCIE COUNTY, FLORIDA 2016 Employer Total Taxable Percent of Total Taxpayer Value Taxes Levied Florida Power & Light Corp. $ 2,687,324,996 10.49% Tropicana Manufacturing Co. Inc. 125,828,191 0.49 Wynne Building Corp. 119,965,780 0.47 Wal-Mart Stores East LP 83,932,485 0.33 Bellsouth Telecommunications 69,845,695 0.27 HCA/Lawnwood Medical Center Inc. 45,367,930 0.18 Florida Gas Transmission Co. LLC 44,875,000 0.18 KRG Port St. Lucie Landing LLC 39,956,150 0.16 Sandpiper Resort Properties Inc. 37,848,610 0.15 Florida East Coast Railway 37,233,995 0.15 Source: St. Lucie County Tax Collector Office and St. Lucie County Property Appraiser. MAJOR EMPLOYERS ST. LUCIE COUNTY, FLORIDA 2016 Employer Number of Employees St. Lucie County School Board 5,416 Indian River State College 2,400 Wal-Mart Retail Stores and Distribution Center 2,253 HCA/Lawnwood & St. Lucie Medical Center Inc. 2,189 St. Lucie County Government 1,686 Publix 1,466 City of Port St. Lucie 1,015 Convey Health Solutions 950 Liberty Medical Supply 920 Martin Health System 850 Source: Economic Development Council of St. Lucie County. Note: St. Lucie County Government includes the Board of County Commissioners, Clerk of the Circuit Court, Property Appraiser, Tax Collector, Sheriff and Supervisor of Elections. M UNEMPLOYMENT RATES The unemployment rate for the County is generally higher than the unemployment rate for the State due, in part, to the greater dependence on agricultural and construction employment within the County and seasonal variations related to such employment. In the latest preliminary figures available, the County's unemployment rate for August 2017 was 5.0%, while the overall unemployment rate for the State was 4.2%. Labor Force St. Lucie County, Florida Unemployment Unemployment Year Labor Force Employment Number Rate 2007 124,213 117,335 6,878 5.5% 2008 124,433 113,699 10,734 8.6 2009 123,358 107,129 16,229 13.2 2010 124,666 107,321 17,345 13.9 2011 125,291 108,959 16,332 13.0 2012 125,942 112,011 13,931 11.1 2013 129,282 116,348 12,934 10.0 2014 130,594 120,153 10,441 8.0 2015 131,114 122,841 8,273 6.3 2016 134,319 126,718 7,601 5.7 State of Florida Unemployment Unemployment Year Labor Force Employment Number Rate 2007 9,206,000 8,839,000 367,000 4.0% 2008 9,224,000 8,647,000 577,000 6.3 2009 9,066,000 8,127,000 939,000 10.4 2010 9,132,000 8,102,000 1,030,000 11.3 2011 9,249,000 8,278,000 970,000 10.5 2012 9,249,000 8,278,000 970,000 10.5 2013 9,461,000 8,771,000 689,000 7.3 2014 9,580,000 8,978,000 601,000 6.3 2015 9,619,000 9,098,000 521,000 5.4 2016 9,839,000 9,359,000 480,000 4.9 Source: Florida Agency for Workforce Innovation. A-7 PERSONAL INCOME (2007-2016) Source: Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2016. BANK DEPOSITS Last 10 Fiscal Years St. Lucie County (in thousands) Year Total Personal Savings & Loan Per Capita Year Income (00(Ys) % Increase Income 2007 $7,623,686 7.1% $30,112 2008 7,928,959 4.00 31,165 2009 7,868,831 (0.8) 29,950 2010 8,269,841 5.1 29,865 2011 8,626,570 4.3 31,644 2012 9,010,473 4.5 32,330 2013 8,943,912 (0.7) 32,832 2014 9,932,383 11.1 34,129 2015 10,636,320 7.1 35,625 2016 N/A N/A N/A Source: Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2016. BANK DEPOSITS Last 10 Fiscal Years St. Lucie County (in thousands) Year Banks Savings & Loan Total 2007 $3,139,422 $698,709 $3,838,131 2008 3,716,916 458,455 4,175,371 2009 3,573,485 389,221 3,962,706 2010 3,114,130 370,672 3,484,802 2011 2,944,698 332,041 3,276,739 2012 3,151,568 174,767 3,326,335 2013 3,288,788 74,628 3,363,416 2014 3,395,980 75,620 3,471,600 2015 3,612,243 80,392 3,692,635 2016 3,868,496 52,688 3,921,184 Source: www.FDIC.gov. Summary of Deposits. A-8 BUILDING PERMIT ACTIVITY ST. LUCIE COUNTY, FLORIDA (2007-2016) Source: Florida Statistical Abstract 2015, U.S. Bureau of Census; 2016 data from St. Lucie County, Florida. A-9 Total Value Number of Units Year ($000) Single Family Multi -Family 2007 $308,236 1,690 353 2008 136,066 684 345 2009 26,243 254 10 2010 32,642 265 28 2011 49,941 266 49 2012 57,505 279 36 2013 95,383 587 45 2014 147,599 682 280 2015 196,774 945 244 2016 136,697 225 0 Source: Florida Statistical Abstract 2015, U.S. Bureau of Census; 2016 data from St. Lucie County, Florida. A-9 PENSION PLANS The information relating to the Florida Retirement System ("FRS") contained herein has been obtained from the FRS Pension Plan and Other State Administered Systems Comprehensive Annual Financial Reports available at www. dms.myflorida.com/workforce—operations/retirement/publications/ annual reports and the Florida Comprehensive Annual Financial Reports available at www. myfloridacfo.com/division/aa/Reports/. No representation is made by the County as to the accuracy or adequacy of such information or that there has not been any material adverse change in such information subsequent to the date of such information. The Florida Retirement System (the "FRS") is a cost-sharing multiple -employer public -employee retirement system with two primary plans — the FRS defined benefit pension plan (the "FRS Pension Plan") and the FRS defined contribution plan (the "FRS Investment Plan"). Florida Retirement System Membership. FRS membership is compulsory for all employees filling a regularly established position in a state agency, county agency, state university, state community college, or district school board. Participation by cities, municipalities, special districts, charter schools, and metropolitan planning organizations, although optional, is generally irrevocable after election to participate is made. Members hired into certain positions may be eligible to withdraw from the FRS altogether or elect to participate in the non-integrated optional retirement programs in lieu of the FRS except faculty of a medical college in a state university who must participate in the State University System Optional Retirement Program. There are five general classes of membership, as follows: • Regular Class - Members of the FRS who do not qualify for membership in the other classes. • Senior Management Service Class ("SMSC") - Members in senior management level positions in state and local governments as well as assistant state attorneys, assistant statewide prosecutors, assistant public defenders, assistant attorneys general, deputy court administrators, and assistant capital collateral representatives. Members of the Elected Officers' Class may elect to withdraw from the FRS or participate in the SMSC in lieu of the Elected Officers' Class. • Special Risk Class - Members who are employed as law enforcement officers, firefighters, firefighter trainers, fire prevention officers, state fixed -wing pilots for aerial firefighting surveillance, correctional officers, emergency medical technicians, paramedics, community-based correctional probation officers, youth custody officers (from July 1, 2001 through June 30, 2014), certain health-care related positions within state forensic or correctional facilities, or specified forensic employees of a medical examiner's office or a law enforcement agency, and meet the criteria to qualify for this class. • Special Risk Administrative Support Class - Former Special Risk Class members who are transferred or reassigned to nonspecial risk law enforcement, firefighting, emergency medical care, or correctional administrative support positions within an FRS special risk - employing agency. A-10 • Elected Officers' Class ("EOC") - Members who are elected state and county officers and the elected officers of cities and special districts that choose to place their elected officials in this class. Beginning July 1, 2001, through June 30, 2011, the FRS Pension Plan provided for vesting of benefits after six years of creditable service for members initially enrolled during this period. Members not actively working in a position covered by the FRS Pension Plan on July 1, 2001, must return to covered employment for up to one work year to be eligible to vest with less service than was required under the law in effect before July 1, 2001. Members initially enrolled on or after July 1, 2001, through June 30, 2011, vest after six years of service. Members initially enrolled on or after July 1, 2011, vest after eight years of creditable service. Members are eligible for normal retirement when they have met the requirements listed below. Early retirement may be taken any time after vesting within 20 years of normal retirement age; however, there is a 5% benefit reduction for each year prior to the normal retirement age. • Regular Class, Senior Management Service Class, and Elected Officers' Class Members - For members initially enrolled in the FRS Pension Plan before July 1, 2011, six or more years of creditable service and age 62, or the age after completing six years of creditable service if after age 62. Thirty years of creditable service regardless of age before age 62. For members initially enrolled in the FRS Pension Plan on or after July 1, 2011, eight or more years of creditable service and age 65, or the age after completing eight years of creditable service if after age 65. Thirty-three years of creditable service regardless of age before age 65. • Special Risk Class and Special Risk Administrative Support Class Members - For members initially enrolled in the FRS Pension Plan before July 1, 2011, six or more years of Special Risk Class service and age 55, or the age after completing six years of Special Risk Class service if after age 55. Twenty-five years of special risk service regardless of age before age 55. A total of 25 years of service including special risk service and up to four years of active duty wartime service and age 52. Without six years of Special Risk Class service, members of the Special Risk Administrative Support Class must meet the requirements of the Regular Class. For members initially enrolled in the FRS Pension Plan on or after July 1, 2011, eight or more years of Special Risk Class service and age 60, or the age after completing eight years of Special Risk Class service if after age 60. Thirty years of special risk service regardless of age before age 60. Without eight years of Special Risk Class service, members of the Special Risk Administrative Support Class must meet the requirements of the Regular Class. Benefits. Benefits under the FRS Pension Plan are computed on the basis of age, average final compensation, creditable years of service, and accrual value by membership class. Members are also eligible for in -line -of -duty or regular disability and survivors' benefits. Pension benefits of retirees and annuitants are increased each July 1 by a cost -of -living adjustment. If the member is initially enrolled in the FRS Pension Plan before July 1, 2011, and all service credit was accrued before July 1, 2011, the annual cost -of -living adjustment is 3% per year. If the member is initially enrolled before July 1, 2011, and has service credit on or after July 1, 2011, there is an individually calculated cost -of -living adjustment. The annual cost -of -living adjustment is a proportion of 3% determined by dividing the sum of the pre -July 2011 service credit by the total service credit at retirement multiplied by 3%. FRS Pension Plan members initially enrolled on or after July 1, 2011, will not have a cost -of -living adjustment after retirement. A-11 The Deferred Retirement Option Program ("DROP") became effective July 1, 1998. FRS Pension Plan members who reach normal retirement are eligible to defer receipt of monthly benefit payments while continuing employment with an FRS employer. An employee may participate in the DROP for a maximum of 60 months. Authorized instructional personnel may participate in the DROP for up to 36 additional months beyond their initial 60 -month participation period. Monthly retirement benefits remain in the FRS Trust Fund during DROP participation and accrue interest. As of June 30, 2016, the FRS Trust Fund held $2,322,967,354 in accumulated benefits for 34,160 DROP participants. Of these 34,160 DROP participants, 29,602 were active in the DROP with balances totaling $1,871,732,532. The remaining 4,558 participants were no longer active in the DROP with balances totaling $451,234,822 to be processed after June 30, 2016, pending a qualifying event. Of the total accumulated DROP benefits, $411,260,011 was due and payable as of June 30, 2016. Administration. The Department of Management Services, Division of Retirement administers the FRS Pension Plan. The State Board of Administration (the "SBA") invests the assets of the Pension Plan held in the FRS Trust Fund. Costs of administering the FRS Pension Plan are funded from earnings on investments of the FRS Trust Fund. Reporting of the FRS Pension Plan is on the accrual basis of accounting. Revenues are recognized when earned and expenses are recognized when the obligation is incurred. Contributions. All participating employers must comply with statutory contribution requirements. Section 121.031(3), Florida Statutes, requires an annual actuarial valuation of the FRS Pension Plan, which is provided to the Legislature as guidance for funding decisions. Employer and employee contribution rates are established in Section 121.71, Florida Statutes. Employer contribution rates under the uniform rate structure (a blending of both the FRS Pension Plan and Investment Plan rates) are recommended by the actuary but set by the Legislature. Statutes require that any unfunded actuarial liability ("UAL") be amortized within 30 plan years. Pursuant to Section 121.031(3)(0, Florida Statutes, any surplus amounts available to offset total retirement system costs are to be amortized over a 10 -year rolling period on a level -dollar basis. The balance of legally required reserves for all defined benefit pension plans at June 30, 2016, was $141,780,920,515. These funds were reserved to provide for total current and future benefits, refunds, and administration of the FRS Pension Plan. [Remainder of page intentionally left blank] A-12 Effective July 1, 2011, both employees and employers of the FRS Fare required to make contributions to establish service credit for work performed in a regularly established position. Effective July 1, 2002, the Florida Legislature established a uniform contribution rate system for the FRS, covering both the FRS Pension Plan and the FRS Investment Plan. The uniform rates for Fiscal Year 2015-16 are as follows: Total Contribution Rate 8.56% 23.34 34.25 37.01 47.10 43.57 22.73 11.22 (1) These rates include the normal cost and unfunded actuarial liability contributions but do not include the 1.66% contribution for the HIS and the fee of 0.04% for administration of the FRS Investment Plan and provision of educational tools for both plans. Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2016. [Remainder of page intentionally left blank] A-13 Employee Employer Membership Class Contribution Rate Contribution Rate0) Regular 3.00% 5.56% Special Risk 3.00 20.34 Special Risk Administrative Support 3.00 31.25 Elected Officers — Judges 3.00 34.01 Elected Officers - Legislators/Attorneys/Cabinet 3.00 44.10 Elected Officers — County, City, Special Districts 3.00 40.57 Senior Management Service 3.00 19.73 Deferred Retirement Option Program N/A 11.22 Total Contribution Rate 8.56% 23.34 34.25 37.01 47.10 43.57 22.73 11.22 (1) These rates include the normal cost and unfunded actuarial liability contributions but do not include the 1.66% contribution for the HIS and the fee of 0.04% for administration of the FRS Investment Plan and provision of educational tools for both plans. Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2016. [Remainder of page intentionally left blank] A-13 Pension Amounts for the FRS Pension Plan. Schedule of Changes in Net Pension Liability and Related Ratios(') (in thousands) Total Pension Liability June 30, 2014 Service cost $2,256,738 Interest on total pension liability 11,489,921 Effect of plan changes 0 Effect of economic/demographic (gains) (448,818) orlosses June 30, 2015 June 30, 2016 $2,114,047 $2,132,906 11, 721, 563 12,109,114 0 32,310 1,620,863 980,192 Effect of assumption changes or inputs 1,256,045 0 1,030,667 Benefit payments (8,714,251) (10,201,501) (10,624,925) Net change in total pension liability 5,839,635 5,254,972 5,660,264 Total pension liability, beginning 150,276,128 156,115,763 161,370,735 Total pension liability, ending (a) $156,115,763 $161,370,735 167,030,999 Fiduciary Net Position Employer contributions $2,190,424 $2,438,085 $2,438,659 Member contributions 682,507 698,304 710,717 Investment income net of investment 22,812,286 5,523,287 820,583 expenses Benefit payments (8,714,250) (10,201,500) (10,624,925) Administrative expenses (18,352) (18,074) (18,507) Net change in plan fiduciary net position 16,952,615 (1,559,898) (6,673,473) Fiduciary net position, beginning Fiduciary net position, ending (b) Net pension liability, ending = (a) — (b) Fiduciary net position as a % of total pension liability Covered payroll(2) Net pension liability as a % of covered payroll 133, 061, 677 150, 014,292 148, 454,394 $150,014,292 $148,454,394 $141,780,921 $6,101,471 96.09% $24,723,565 24.68% $12,916,341 92.00% $32,726,034 39.47% $25,250,078 84.88% 33,214,217 76.02% (l) This schedule will fill in to a ten-year schedule as results for new fiscal years are calculated. (2) For June 30, 2014, covered payroll shown includes defined benefit plan actives and members in DROP, but excludes the payroll for FRS Invest Plan members and payroll on which only UAL rates are charged. For June 30, 2015, and later, covered payroll shown includes the payroll for FRS Investment Plan members and payroll on which only UAL rates are charged. Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2016. A-14 Actuarial Methods and Assumptions for the FRS Pension Plan. The total pension liability was determined by an actuarial valuation as of the valuation date of July 1, 2016, calculated based on the discount rate and actuarial assumptions below: Discount rate Long-term expected rate of return, net of investment expense Bond Buyer General Obligation 20 -Bond Municipal Bond Index June 30, 2014 June 30, 2015 June 30, 2016 7.65% 7.65% 7.60% 7.65% 7.65% 7.60% N/A N/A N/A Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2016. The plan's fiduciary net position was projected to be available to make all projected future benefit payments of current active and inactive employees in the determining the projected depletion date. Therefore, the discount rate for calculating the total pension liability is equal to the long-term expected rate of return. The actuarial assumptions used to determine the total pension liability as of June 30, 2016, were based on the results of an actuarial experience study for the period July 1, 2008 - June 30, 2013. Valuation Date Measurement Date Asset Valuation Method Inflation Salary increase including inflation Mortality Actuarial cost method July 1, 2016 June 30, 2016 Fair Market Value 2.60% 3.25% Generational RP -2000 with Projection Scale BB Individual Entry Age Normal Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2016. Sensitivity Analysis for the FRS Pension Plan. The following presents the net pension liability of the FRS, calculated using the discount rate of 7.60%, as well as what the FRS's net pension liability would be if it were calculated using a discount rate that is one percentage point lower (6.60%) or one percentage point higher (8.60%) than the current rate. A-15 Current 1% Decrease Discount Rate 1% Increase 6.60% 7.60% 8.60% Total pension liability $188,268,024,512 $167,030,999,000 $149,353,979,968 Fiduciary net position 141,780,920,515 141,780,920,515 148,454,393,902 Net pension liability $46,487,103,997 $25,250,078,485 $7,573,059,453 Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2016. A-15 Retiree Health Insurance Subsidy The Retiree Health Insurance Subsidy ("HIS") Program is a cost-sharing multiple -employer defined benefit pension plan established under Section 112.363, Florida Statutes. The benefit is a monthly payment to assist retirees of state -administered retirement systems in paying their health insurance costs and is administered by the Division of Retirement within the Department of Management Services. For the State Fiscal Year ended June 30, 2016, eligible retirees and beneficiaries received a monthly HIS payment equal to the number of years of creditable service completed at the time of retirement multiplied by $5. The payments are at least $30 but not more than $150 per month, pursuant to Section 112.363, Florida Statutes. To be eligible to receive a HIS benefit, a retiree under a state -administered retirement system must provide proof of health insurance coverage, which can include Medicare. The HIS Program is funded by required contributions from FRS participating employers as set by the Legislature. Employer contributions are a percentage of gross compensation for all active FRS members. For the State Fiscal Year ended June 30, 2016, the contribution rate was 1.66% of payroll pursuant to Section 112.363, F.S. The state contributed 100% of its statutorily required contributions for the current and preceding two years. HIS contributions are deposited in a separate trust fund from which HIS payments are authorized. HIS benefits are not guaranteed and are subject to annual legislative appropriation. In the event the legislative appropriation or available funds fail to provide full subsidy benefits to all participants, the legislature may reduce or cancel HIS payments. [Remainder of page intentionally left blank] A-16 Pension Amounts for the HIS. Schedule of Changes in Net Pension Liability and Related RatiosM (in thousands) Total Pension Liability Service cost Interest on total pension liability Effect of plan changes Effect of economic/demographic (gains) or losses Effect of assumption changes or inputs Benefit payments Net change in total pension liability Total pension liability, beginning Total pension liability, ending (a) Fiduciary Net Position Employer contributions Member contributions Investment income net of investment expenses Benefit payments Administrative expenses Net change in plan fiduciary net position Fiduciary net position, beginning Fiduciary net position, ending (b) Net pension liability, ending = (a) — (b) Fiduciary net position as a % of total pension liability Covered payroll Net pension liability as a % of covered payroll June 30, 2014 June 30, 2015 June 30, 2016 $190,371 $217,519 $256,710 409,907 405,441 390,757 0 0 0 0 0 (30,826) 386,383 607,698 1,352,459 (407,276) (425,086) (449,857) 579,385 805,572 1,519,243 8,864,244 9,443,629 10,249,201 $9,443,629 $10,249,201 $11,768,445 $342,566 $382,454 $512,564 0 0 0 219 208 565 (407,275) (425,085) (449,857) (54) (188) (188) (64,544) (42,611) 63,084 157,929 93,385 50,774 $93,385 $50,774 $113,859 $9,350,244 10,198,427 11,654,586 0.99% 0.50% 0.97% 29,676,340 30,340,449 30,875,274 31.51% 33.61% 37.75% (1) This schedule will fill in to a ten-year schedule as results for new fiscal years are calculated. Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2016. A-17 Actuarial Methods and Assumptions for the HIS. The total pension liability was determined by an actuarial valuation as of the valuation date, calculated based on the discount rate and actuarial assumptions below, and then was projected to the measurement date. Any significant changes during this period have been reflected as prescribed by GASB 67. The same demographic and economic assumptions that were used in the Florida Retirement System Actuarial Valuation as of July 1, 2016 ("funding valuation") were used for the HIS program, unless otherwise noted. In a given membership class and tier, the same assumptions for both FRS Investment Plan members and for FRS Pension Plan members were used. June 30, 2014 June 30, 2015 June 30,2016 Discount rate 4.29% 3.80% 2.85% Long-term expected rate of return, net of investment N/A N/A N/A expense Bond Buyer General Obligation 20 -Bond Municipal 4.29% 3.80% 2.85% Bond Index Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2016. In general, the discount rate for calculating the total pension liability under GASB 67 is equal to the single rate equivalent to discounting at the long-term expected rate of return for benefit payments prior to the projected depletion date. Because the HIS benefit is essentially funded on a pay-as-you-go basis, the depletion date is considered to be immediate, and the single equivalent discount rate is equal to the municipal bond rate selected by the plan sponsor. The discount rate used in the 2016 valuation was updated from 3.80% to 2.85%, reflecting the change in the Bond Buyer General Obligation 20- Bond Municipal Bond Index as of June 30, 2016. The actuarial assumptions used to determine the total pension liability as of June 30, 2016, were based on the results of an actuarial experience study for the period July 1, 2008 - June 30, 2013. Valuation Date Measurement Date Inflation Salary increase including inflation Mortality Actuarial cost method July 1, 2016 June 30, 2016 2.60% 3.25% Generational RP -2000 with Projection Scale BB Individual Entry Age Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2016. Sensitivity Analysis for the HIS. The following presents the net pension liability of the HIS, calculated using the discount rate of 2.85%, as well as what the HIS's net pension liability would be if it were calculated using a discount rate that is one percentage point lower (1.85%) or one percentage point higher (3.85%) than the current rate. A-18 1% Decrease Current Discount Rate 1% Increase 1.85% 2.85% 3.85% Total pension liability $13,484,316,752 $11,768,444,801 $10,344,364,746 Fiduciary net position 113,859,055 113,859,055 113,859,055 Net pension liability $13,370,457,697 $11,654,585,746 $10,230,505,691 Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2016. FRS Investment Plan The State Board of Administration administers the defined contribution plan officially titled the FRS Investment Plan. The Florida Legislature establishes and amends the benefit terms of the plan. Retirement benefits are based upon the value of the member's account upon retirement. The FRS Investment Plan provides vesting after one year of service regardless of membership class. If an accumulated benefit obligation for service credit originally earned under the FRS Pension Plan is transferred to the FRS Investment Plan, the years of service required for vesting under the Pension Plan (including the service credit represented by the transferred funds) is required to be vested for these funds and the earnings on the funds. The employer pays a contribution as a percentage of salary that is deposited into the individual member's account. Effective July 1, 2011, there is a mandatory employee contribution of 3.00%. The FRS Investment Plan member directs the investment from the options offered under the plan. Costs of administering the plan, including the FRS Financial Guidance Program, are funded through an employer assessment of payroll and by forfeited benefits of plan members. After termination and applying to receive benefits, the member may rollover vested funds to another qualified plan, structure a periodic payment under the FRS Investment Plan, receive a lump -sum distribution, or leave the funds invested for future distribution. Disability coverage is provided; the employer pays an employer contribution to fund the disability benefit which is deposited in the FRS Trust Fund. The member may either transfer the account balance to the FRS Pension Plan when approved for disability retirement to receive guaranteed lifetime monthly benefits under the FRS Pension Plan, or remain in the FRS Investment Plan and rely upon that account balance for retirement income. As of June 30, 2016, the State reported the following pension amounts related to the FRS Investment Plan: Pension Expensed>(2) $56,148,707 Forfeitures 5,756,447 Pension Liability 133,881 (1) Pension expense excludes the required UAL which is recognized in the FRS statement of contributions. (2) The amount of forfeitures is not reflected in pension expense recognized by the State and issued to offset administrative costs. Source: Florida Comprehensive Annual Financial Report for Fiscal Year ended June 30, 2016. A-19 Schedule of Funding Progress for the Florida Retirement SysternM (000 omitted in dollar amounts) Source: The Florida Retirement System, Pension Plan & Other State -Administered Systems, Annual Report: July 1, 2012 — June 30, 2013; Annual Report: July 1, 2013 — June 30, 2014, Annual Report: July 1, 2014 — June 30, 2015 and Annual Report: July 1, 2015 — June 30, 2016. Source: The Florida Retirement System Pension Plan Actuarial Valuation Report.(6) 0)Calculations are based on GASB 27 requirements including traditional funding of DROP. (2) For the plan year beginning on the Actuarial Valuation Date shown, includes payroll for members in DROP, Teachers' Retirement. System and Institute of Food and Agricultural Sciences. (3)As reported in July 1, 2009 actuarial valuation report, before impact of House Bill 479 (2009). (4) As reported in July 1, 2010 actuarial valuation report, before impact of Senate Bill 2100 (2011). (5) Includes Deferred Retirement Option Program (DROP) payroll. The information presented in the above schedule was determined as part of the actuarial valuations performed at the dates indicated. Additional information as of the latest actuarial valuation is as follows: Florida Retirement System Assumptions Valuation Date Actuarial cost method Amortization method Equivalent Single amortization period0) Asset valuation method Actuarial assumptions: Investment rate of return Projected salary increases Includes inflation at Cost -of -Living Adjustments A-20 July 1, 2016 Entry Age Normal Level Percentage of Pay, Open 30 years 5 -year Smoothed Method 7.60% 3.25% 2.60% 3.00% Actuarial UAAL As Actuarial Accrued Unfunded % of Actuarial Value Liability (AAL) ML Funded Covered Covered Valuation of Assets - Entry Age (UAAL) Ratio Payroll Payroll Date jJbL1 ib-ai a b c (z) &a)Lc 7/1/08 $130,720,547 $124,087,214 $(6,633,333) 105.35% $26,891,340 (24.67)% 7/1/09(3) 118,764,692 136,375,597 17,610,905 87.09 26,573,196 66.27 7/1/10(4) 120,929,666 139,652,377 18,722,711 86.59 25,765,362 72.67 7/1/11 126,078,053 145,034,475 18,956,422 86.93 25,686,138 73.80 7/1/12 127,891,781 148,049,596 20,157,815 86.38 24,491,371 82.31 7/1/13 131,680,615 154,125,953 22,445,338 85.44 24,568,642 91.36 7/1/14 138,621,201 160,130,502 21,509,301 86.57 24,723,565(5) 87.00 7/1/15 143,195,531(6) 165,548,928(6) 22,353,3976) 86.50 32,726,034 68.30 7/1/16 145,451,612(6) 170,374,609(6) 24,922,9976) 85.37 33,214,217 74.96 Source: The Florida Retirement System, Pension Plan & Other State -Administered Systems, Annual Report: July 1, 2012 — June 30, 2013; Annual Report: July 1, 2013 — June 30, 2014, Annual Report: July 1, 2014 — June 30, 2015 and Annual Report: July 1, 2015 — June 30, 2016. Source: The Florida Retirement System Pension Plan Actuarial Valuation Report.(6) 0)Calculations are based on GASB 27 requirements including traditional funding of DROP. (2) For the plan year beginning on the Actuarial Valuation Date shown, includes payroll for members in DROP, Teachers' Retirement. System and Institute of Food and Agricultural Sciences. (3)As reported in July 1, 2009 actuarial valuation report, before impact of House Bill 479 (2009). (4) As reported in July 1, 2010 actuarial valuation report, before impact of Senate Bill 2100 (2011). (5) Includes Deferred Retirement Option Program (DROP) payroll. The information presented in the above schedule was determined as part of the actuarial valuations performed at the dates indicated. Additional information as of the latest actuarial valuation is as follows: Florida Retirement System Assumptions Valuation Date Actuarial cost method Amortization method Equivalent Single amortization period0) Asset valuation method Actuarial assumptions: Investment rate of return Projected salary increases Includes inflation at Cost -of -Living Adjustments A-20 July 1, 2016 Entry Age Normal Level Percentage of Pay, Open 30 years 5 -year Smoothed Method 7.60% 3.25% 2.60% 3.00% (1) Used for GASB Statement 27 reporting purposes. Source: The Florida Retirement System, Pension Plan & Other State -Administered Systems, Annual Report: July 1, 2015 — June 30, 2016. The County's liability for participation in the FRS is limited to the payment of the required contribution at the rates and frequencies established by law on future payrolls of the County. Effective July 1, 2011, all members of FRS are required to contribute 3% of their gross compensation toward their retirement. The County's contribution, including employee contributions, to the Pension Plan totaled $8,001,879 for the Fiscal Year ended September 30, 2016. Legislation Relating to FRS The Florida Legislature passed Senate Bill 2100 ("SB 2100") during its 2011 session and was signed by Governor Rick Scott on May 20, 2011. SB 2100 makes significant changes to the FRS with respect to employee contributions and employer contributions, among other items. Effective July 1, 2011, all members of FRS were required to contribute 3% of their gross compensation toward their retirement. In addition, the legislation reduced the required employer contribution rates for each membership class and subclass of the FRS. Additionally, the bill eliminated the cost of living adjustment for all FRS employees for service earned on or after July 1, 2011, although the bill does contemplate reinstatement of the adjustment in 2016 under certain circumstances. SB 2100 makes other changes to the FRS that only apply to employees who initially enroll on or after July 1, 2011, including: (1) the average final compensation upon which retirement benefits are calculated are based on the eight highest (formerly five highest) fiscal years of compensation prior to retirement; (2) the DROP is maintained but the interest accrual rate is reduced from 6.5% to 1.3%; (3) the normal retirement age is increased from 62 to 65; and (4) the years of creditable service is increased from 30 to 33 and the vesting period is increased to eight years (formerly six). During the Florida Legislature's 2013 session, the Florida Legislature passed Senate Bill 1810 ("SB 1810"). SB 1810 establishes the contribution rates paid by employers participating in the FRS. These rates are intended to fund the full normal cost and amortization of the unfunded actuarial liability of the FRS. The FRS will receive approximately $885 million of additional revenues on an annual basis beginning July 1, 2013. SB 1810 also increases the contributions paid by employers participating in the retiree health insurance subsidy program. The Retiree Health Insurance Trust Fund will receive roughly $42 million of additional revenues on an annual basis beginning July 1, 2013. SB 1810 was signed into law by the Governor and became effective July 1, 2013. The new rates include the additional amount that employers must contribute to the Retiree Health Insurance Trust Fund and such amounts are included in the County's budget. During the Florida Legislature's 2014 session, the Florida Legislature passed Senate Bill 2506 ("SB 2506"). SB 2506 establishes the contribution rates paid by employers participating in the FRS beginning July 1, 2014. These rates are intended to fund the full normal cost and amortization of the UAL of the FRS. These increased contribution rates will provide an additional $131.5 million of revenue on an annual basis beginning July 1, 2014. During the Florida Legislature's 2016 session, the Florida Legislature passed Senate Bill 7012 ("SB 7012"). SB 7012 authorizes payment of death benefits to the surviving spouse or children of Special Risk Class member killed in line of duty; establishes qualifications and eligibility requirements; prescribes A-21 method of calculating benefit; specifies circumstances under which benefit payments are terminated; requires the State Board of Administration to transfer moneys to fund survivor benefit payments; adjusts employer contribution rates beginning July 1, 2016. Other Post Employment Benefits Plan Description. The County has two single -employer benefit plans, the County plan (the "County Plan") and the St. Lucie Sheriff's Office plan (the "Sheriff's Plan"), both administered by the County. Pursuant to the provision of the Section 112.0801, Florida Statutes, under the County Plan, former employees who retire from the County, and eligible dependents, may continue to participate in the County's respective medical/prescription, vision, dental and life insurance plans as long as they pay the full premium applicable to coverage elected. The County amended its policy on October 1, 2004, for employee retirements after that date, to provide for payment of the monthly single premium for the employee and $100 toward the cost of eligible dependent coverage, if covered at the time of retirement, for employees who meet the following eligibility requirements: • Active full-time employee with 10 years of continuous service with the County by the health plan at the time of retirement; • Either 30 years of service under the FRS, vested under the FRS and normal retirement age or 62 years old; and • Monthly premiums will be paid until the retiree becomes Medicare/Medicaid eligible. The $100 supplement for dependent coverage will continue until the dependent become eligible for coverage under another group plan or becomes Medicare/Medicaid eligible. The County further amended its policy in Fiscal Year 2014 to limit the above post -employment benefit to employees hired before October 1, 2013. Under the Sheriff's Plan, the County provides medical/prescription, vision and dental benefits for employees and sworn officers upon retirement and subsidizes a portion of the premiums. Retirees with at least 25 years or more of service under the Sheriff are offered free retiree health coverage until they attain eligibility for Medicare benefits. The provisions of the Sheriff's Plan may be amended through negotiations between the St. Lucie Sheriff's Office and its employee bargaining units. The County subsidizes the premium rates for the medical/prescription plan paid by the retirees by allowing them to participate in the plan at the blended group premium rates for both active and retired employees. These rates provide an implicit subsidy for retirees because, on an actuarial basis, their current and future claims are expected to result in higher costs to the plan on average than those of active employees. Retirees are required to enroll in the Federal Medicare program for their primary coverage as soon as they are eligible. The vision, dental and life insurance plans do not result in an implicit subsidy. Funding Policy. The County plans to fund this postemployment benefit on a pay -as -you go basis. As of September 30, 2016, 49 retirees received medical/prescription benefits in the County Plan and 61 retirees received medical/prescription benefits in the Sheriff's Plan. The County provided $2,254,994 toward the annual OPEB cost for the County Plan and $2,950,243 toward the annual OPEB cost for the Sheriff's Plan. A-22 Annual OPEB Cost and Net OPEB Obligation. The following table shows the County's annual OPEB cost for the year, the amount contributed to the plan, and changes in the County's net OPEB obligation: County Plan Sheriff's Plan Description Amount Amount Annual Required Contribution $ 2,254,994 $ 2,950,243 Interest on Net OPEB Obligation 758,749 638,138 Adjustment to Annual Required Contribution (728,914) (725,157) Annual OPEB Cost (Expense) 2,284,829 2,863,224 Contribution Toward the OPEB Cost (825,526) (929,006) Increase in Net OPEB Obligation 1,459,303 1,934,218 Net OPEB Obligation, Beginning of Year 18,968,731 15,953,455 NET OPEB Obligation, End of Year $ 20,428,034 $17,887,673 Source: Comprehensive Annual Financial Report Fiscal Year Ended September 30, 2016. The County's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation as of September 30, 2016, were as follows: County Plan: Sheriff's Plan Percentage of Annual Annual OPEB Cost Net OPEB Fiscal Year OPEB Cost Contributed Obligation 2013/14 $2,522,545 20.81% $17,475,939 2014/15 2,198,626 32.11 18,968,731 2015/16 2,284,829 36.13 20,428,034 Sheriff's Plan Source: Comprehensive Annual Financial Report Fiscal Year Ended September 30, 2016. Funded Status and Funding Progress. Funded Status and Funding Progress of the County Plan as of October 1, 2014 is as follows: A-23 Percentage of Annual Annual OPEB Cost Net OPEB Fiscal Year OPEB Cost Contributed Obligation 2013/14 $2,941,936 32.04% $14,026,327 2014/15 3,096,283 37.76 15,953,455 2015/16 2,863,224 32.45 17,887,673 Source: Comprehensive Annual Financial Report Fiscal Year Ended September 30, 2016. Funded Status and Funding Progress. Funded Status and Funding Progress of the County Plan as of October 1, 2014 is as follows: A-23 Actuarial accrued liability Actuarial value of plan assets Unfunded actuarial accrued liability (UAAL) Fund ratio Covered payroll (active plan members) UAAL as a percentage of covered payroll Source: Comprehensive Annual Financial Report Fiscal Year Ended September 30, 2016. $ 24,165,595 $ 24,165,595 0% $ 42,104,035 57.40% Funded Status and Funding Progress of the Sheriff's Plan as of July 1, 2015 is as follows: Actuarial accrued liability $ 31,780,171 Actuarial value of plan assets 0 Unfunded actuarial accrued liability (UAAL) $ 31,780,171 Fund ratio 0% Covered payroll (active plan members) $ 34,393,153 UAAL as a percentage of covered payroll 92.40% Source: Comprehensive Annual Financial Report Fiscal Year Ended September 30, 2016. Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment and termination, mortality, and the healthcare cost trends. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress, presented as required supplementary information following the notes to the financial statements, presents multiyear trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability for benefits. Actuarial Methods and Assumptions. Projection of benefits for financial reporting purposes are based on the substantive plan provisions, as understood by the employer and participating members, and include the type of benefits provided at the time of each valuation and the historical pattern of sharing benefit costs between the employer and participating members. The actuarial methods and assumptions used include techniques that are designed to reduce the effect of short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of calculations. Sherriff's Plan In the report for the OPEB actuarial valuation performed as of July 1, 2015, the results were derived using the entry age actuarial cost method with an amortization of the unfunded actuarial accrued liability as a level percent of expected payroll. The amortization period used is closed, and the remaining amortization period at July 1, 2015, is 22 years. Because the OPEB liability is currently unfunded, the actuarial assumptions include a 4.75% ultimate trend rate, a 3.0 percent inflation rate, a 4.0 percent investment return, and a 4.0% — 7.8% percent projected salary increase. Compared to the previous valuation, the unfunded actuarial accrued liability and the annual OPEB cost increased moderately. The actuarial assumption annual healthcare cost trend rate for Fiscal Year 2015-16 is 7.0 A-24 percent. FLORIDA CONSTITUTIONAL LIMITATIONS AND PROPERTY TAX REFORM Several constitutional and legislative amendments affecting ad valorem taxes have been approved by voters in the past including the following: Save Our Homes Amendment By voter referendum held on November 3, 1992, Article VII, Section 4 of the State Constitution was amended by adding thereto a subsection which, in effect, limits the increases in assessed just value of homestead property to the lesser of (1) three percent of the assessment for the prior year or (2) the percentage change in the Consumer Price Index for all urban consumers, U.S. City Average, all items 1967=100, or successor reports for the preceding calendar year as initially reported by the United States Department of Labor, Bureau of Labor Statistics. Further, the amendment provides that (1) no assessment shall exceed just value, (2) after any change of ownership of homestead property or upon termination of homestead status such property shall be reassessed at just value as of January 1 of the year following the year of sale or change of status, (3) new homestead property shall be assessed at just value as of January 1 of the year following the establishment of the homestead, and (4) changes, additions, reductions or improvements to homestead shall initially be assessed as provided for by general law, and thereafter as provided in the amendment. This amendment is known as the "Save Our Homes Amendment." The effective date of the amendment was January 5, 1993 and, pursuant to a ruling by the Florida Supreme Court, it began to affect homestead property valuations commencing January 1, 1995, with 1994 assessed values being the base year for determining compliance. Limitations on State Revenue Amendment In the 1994 general election, State voters approved an amendment to the State Constitution which is commonly referred to as the "Limitation On State Revenues Amendment." This amendment provides that State revenues collected for any fiscal year shall be limited to State revenues allowed under the amendment for the prior fiscal year plus an adjustment for growth. Growth is defined as an amount equal to the average annual rate of growth in State personal income over the most recent twenty quarters times the State revenues allowed under the amendment for the prior fiscal year. State revenues collected for any fiscal year in excess of this limitation are required to be transferred to a budget stabilization fund until the fund reaches the maximum balance specified in the amendment to the State Constitution, and thereafter is required to be refunded to taxpayers as provided by general law. The limitation on State revenues imposed by the amendment may be increased by the State Legislature, by a two-thirds vote in each house. The term "State revenues," as used in the amendment, means taxes, fees, licenses, and charges for services imposed by the State Legislature on individuals, businesses, or agencies outside state government. However, the term "State revenues" does not include: (1) revenues that are necessary to meet the requirements set forth in documents authorizing the issuance of bonds by the State; (2) revenues that are used to provide matching funds for the federal Medicaid program with the exception of the revenues used to support the Public Medical Assistance Trust Fund or its successor program and with the exception of State matching funds used to fund elective expansions made after July 1, 1994; (3) proceeds from the State lottery returned as prizes; (4) receipts of the Florida Hurricane Catastrophe Fund; (5) balances carried forward from prior fiscal years; (6) taxes, licenses, fees and charges for services imposed A-25 by local, regional, or school district governing bodies, or (7) revenue from taxes, licenses, fees and charges for services required to be imposed by any amendment or revision to the Florida Constitution after July 1, 1994. This amendment took effect on January 1, 1995, and was first applicable to the State's fiscal year 1995-1996. Millage Rollback Legislation In 2007, the Florida Legislature adopted Chapter 2007-321, Laws of Florida, a property tax plan which significantly impacted ad valorem tax collections for Florida local governments. One component of the adopted legislation required counties, cities and special districts to rollback their millage rates for the 2007-2008 fiscal year to a level that, with certain adjustments and exceptions, would generate the same level of ad valorem tax revenue as in fiscal year 2006-2007; provided, however, depending upon the relative growth of each local government's own ad valorem tax revenues from 2001 to 2006, such rolled back millage rates were determined after first reducing 2006-2007 ad valorem tax revenues by zero to nine percent (0% to 9%). In addition, the legislation limited how much the aggregate amount of ad valorem tax revenues may increase in future fiscal years. A local government may override certain portions of these requirements by a supermajority, and for certain requirements, a unanimous vote of its governing body. Constitutional Amendments Related to Ad Valorem Exemptions On January 29, 2008, in a special election held in conjunction with the State's presidential primary, the requisite number of voters approved amendments to the Florida Constitution exempting certain portions of a property's assessed value from taxation. These amendments were effective for the 2008 tax year (fiscal year 2008-2009 for local governments). The following is a brief summary of certain important provisions contained in such amendments: 1. Provides for an additional exemption for the assessed value of homestead property between $50,000 and $75,000, thus doubling the existing homestead exemption for property with an assessed value equal to or greater than $75,000. 2. Permits owners of homestead property to transfer their Save Our Homes Amendment benefit (up to $500,000) to a new homestead property purchased within two years of the sale of their previous homestead property to which such benefit applied if the just value of the new homestead is greater than or is equal to the just value of the prior homestead. If the just value of the new homestead is less than the just value of the prior homestead, then owners of homestead property may transfer a proportional amount of their Save Our Homes Amendment benefit, such proportional amount equaling the just value of the new homestead divided by the just value of the prior homestead multiplied by the assessed value of the prior homestead. As discussed above, the Save Our Homes Amendment generally limits annual increases in ad valorem tax assessments for those properties with homestead exemptions to the lesser of three percent (3%) or the annual rate of inflation. 3. Exempts from ad valorem taxation $25,000 of the assessed value of property subject to tangible personal property tax. 4. Limits increases in the assessed value of non -homestead property to 10% per year, subject to certain adjustments. The cap on increases would be in effect for a 10 -year period, subject to extension by an affirmative vote of electors. A-26 The Save Our Homes Amendment assessment cap and portability provisions described above have been subject to legal challenge. The plaintiffs in such cases have argued that the Save Our Homes Amendment assessment cap constitutes an unlawful residency requirement for tax benefits on substantially similar property in violation of the equal protection provisions of the Florida Constitution and the Privileges and Immunities Clause of the Fourteenth Amendment to the United States Constitution. The plaintiffs also argued that the portability provision simply extends the unconstitutionality of the tax shelters granted to long-term homeowners by the Save Our Homes Amendment. The courts in each case have rejected such constitutional arguments and upheld the constitutionality of such provisions; however, there is no assurance that any future challenges to such provisions will not be successful. In addition to the legislative activity described above, the constitutionally mandated Florida Taxation and Budget Reform Commission (required to be convened every 20 years) (the "TBRC") completed its meetings on April 25, 2008 and placed several constitutional amendments on the November 4, 2008 General Election ballot. Three of such amendments were approved by the voters of Florida, which, among other things, do the following: (a) allow the Florida Legislature, by general law, to exempt from assessed value of residential homes, improvements made to protect property from wind damage and installation of a new renewable energy source device; (b) assess specified working waterfront properties based on current use rather than highest and best use; (c) provide a property tax exemption for (i) real property that is perpetually used for conservation (began in 2010) and (ii) land not perpetually encumbered, require the Florida Legislature to provide classification and assessment of land use for conservation purposes solely on the basis of character or use. Exemption for Deployed Military Personnel In the November 2010 General Election, voters approved a constitutional amendment which provides an additional homestead exemption for deployed military personnel. The exemption equals the percentage of days during the prior calendar year that the military homeowner was deployed outside of the United States in support of military operations designated by the Legislature. This constitutional amendment took effect on January 1, 2011. In March of 2016, HB 7023 was approved by the Governor, which updated the military operations specified for eligibility under this exemption. The bill also extended the application deadline for qualifying service members. Other Proposals Affecting Ad Valorem Taxation During the Florida Legislature's 2011 Regular Session, it passed Senate Joint Resolution 592 ("SJR 592"). SJR 592 allows totally or partially disabled veterans who were not Florida residents at the time of entering military service to qualify for the combat -related disabled veteran's ad valorem tax discount on homestead property. The amendment took effect on January 1, 2013. During the Florida Legislature's 2012 Regular Session, it passed House Joint Resolution 93 ("HJR 93"). HJR 93 allows the Florida Legislature to provide ad valorem tax relief to the surviving spouse of a veteran who died from service -connected causes while on active duty as a member of the United States Armed Forces and to the surviving spouse of a first responder who died in the line of duty. The amount of tax relief, to be defined by general law, can equal the total amount or a portion of the ad valorem tax otherwise owed on the homestead property. The amendment took effect on January 1, 2013. A-27 Also during the Florida Legislature's 2012 Regular Session, it passed House Joint Resolution 169 ("HJR 169") allowing the Florida Legislature by general law to permit counties and municipalities, by ordinance, to grant an additional homestead tax exemption equal to the assessed value of homestead property to certain low income seniors. To be eligible for the additional homestead exemption the county or municipality must have granted the exemption by ordinance; the property must have a just value of less than $250,000; the owner must have title to the property and maintained his or her permanent residence thereon for at least 25 years; the owner must be age 65 years or older; and the owner's annual household income must be less than $20,000. The additional homestead tax exemption authorized by HJR 169 would not apply to school property taxes. This bill was approved as an amendment to the Florida Constitution by the voters on November 6, 2012. During the Florida Legislature's 2013 Regular Session, it passed Senate Bill 1830 ("SB 1830"), which was signed into law by the Governor and creates a number of changes affecting ad valorem taxation and which became effective July 1, 2013. First, SB 1830 provides long-term lessees the ability to retain their homestead exemption and related assessment limitations and exemptions in certain instances and extends the time for property owners to appeal value adjustment board decisions on transfers of assessment limitations to conform with general court filing timeframes. Second, SB 1830 inserts the term "algaculture" in the definition of "agricultural purpose" and inserts the terms "aquacultural crops" in the provision specifying the valuation of certain annual agricultural crops, nonbearing fruit trees and nursery stock. Third, SB 1830 allows for an automatic renewal for assessment reductions related to certain additions to homestead properties used as living quarters for a parent or grandparent and aligns related appeal and penalty provisions to those for other homestead exemptions. Fourth, SB 1830 deletes a statutory requirement that the owner of the property must reside upon the property to qualify for a homestead exemption. Fifth, SB 1830 clarifies the property tax exemptions counties and cities may provide for certain low income persons age 65 and older. Sixth, SB 1830 removes a residency requirement that a senior disabled veteran must have been a Florida resident at the time they entered the service to qualify for certain property tax exemptions. Seventh, SB 1830 repeals the ability for certain limited liability partnerships to qualify for the affordable housing property tax exemption. Eighth, SB 1830 exempts property used exclusively for educational purposes when the entities that own the property and the educational facility are owned by the same natural persons. During the Florida Legislature's 2013 Regular Session, the Florida Legislature passed House Bill 277 ("HB 277"), which was signed into law by the Governor. HB 277 provides that certain renewable energy devices are exempt from being considered when calculating the assessed value of residential property. HB 277 only applies to devices installed on or after January 1, 2013. HB 277 took effect on July 1, 2013. The 2016 Florida Legislature passed Joint Resolution 193 (CS/HJR 193), which proposes an amendment to the Florida Constitution to authorize the Legislature, by general law, to exempt the assessed value of solar devices or renewable energy source devices subject to tangible personal property tax from ad valorem taxation, and to prohibit the consideration of the installation of a solar device or a renewable energy source device in determining the assessed value of real property for the purpose of ad valorem taxation, with a designated effective date of January 1, 2018 and an expiration date of December 31, 2037. This CS/HJR 193 is tied to House Bill CS/195, approved by the Governor on March 25, 2016 and the electors of Florida on August 30, 2016. Also during the Florida Legislature's 2013 Regular Session, the Florida Legislature passed House Bill 1193 ("HB 1193"), which was signed into law by the Governor. HB 1193 eliminated three ways in which the property appraiser had authority to reclassify agricultural land as non-agricultural land. Ow. Additionally, HB 1193 relieves the value adjustment board of the authority to review the property appraisers. HB 1193 is effective immediately and will apply retroactively to January 1, 2013. At present, the impact of SB 7830, HB 277 and HB 1193 on the County's finances cannot be accurately ascertained. During the 2016 Regular Session, another Joint Resolution (CS/HJR 1009) passed, proposing an amendment to the Florida Constitution to grant a full or partial property tax exemption on homestead property to first responders who are totally and permanently disabled as a result of an injury or injuries sustained in the line of duty. The amendment to the constitution was approved by more than 60% of the voters in the 2016 General Election, the effective date is January 1, 2017. The 2016 Legislature further passed an amendment in Joint Resolution 275 (CS/HJR 275), clarifying the calculation for use in determining the just value for purposes of homestead tax exemption for certain senior, long-term, low-income residents. The amendment was approved by more than 60% of the voters in the 2016 General Election, the amendment will take effect on January 1, 2017, and operates retroactively to January 1, 2013, for persons who received the exemption prior to January 1, 2017. The CS/HJR 275 is tied to House Bill 277, approved by the Governor on March 25, 2016, which states essentially the same intent and purpose, and has the same effective date of CS/HJR 275. In the 2017 State legislative session, which concluded on May 8, 2017, the State legislature passed House joint Resolution 7105 which proposes an amendment to Section 6, Article VII of the State Constitution that would increase the homestead exemption by exempting the assessed valuation of homestead property greater than $100,000 and up to $125,000 for all levies other than school district levies. If approved by the voters in November, 2018, such amendment would be effective beginning with the 2019 tax roll. In the 2017 State legislative session, the State legislature passed House Joint Resolution 21 which proposes an amendment to Section 4, Article VII of the State Constitution to permanently retain the current provisions which would limit the property tax assessment increases on specified non -homestead real property, except for school district levies, to 10% each year. If approved by the voters in November, 2018, such amendment would be effective beginning with the 2019 tax roll. Legislative Proposals Relating to Ad Valorem Taxation During recent years, various other legislative proposals and constitutional amendments relating to ad valorem taxation and revenue limitation have been introduced in the State Legislature. Many of these proposals provide for new or increased exemptions to ad valorem taxation, limit increases in assessed valuation of certain types of property or otherwise restrict the ability of local governments in the State to levy ad valorem taxes at recent, historical levels. There can be no assurance that similar or additional legislation or other proposals will not be introduced or enacted in the future that would, or might apply to, or have a material adverse effect upon, the County's finances. lwt APPENDIX S INDEPENDENT AUDITORS' REPORT OF THE COUNTY APPENDIX C FORM OF THE RESOLUTION APPENDIX D FORM OF BOND COUNSEL OPINION APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE EXHIBIT C FORM OF CONTINUING DISCLOSURE CERTIFICATE C-1 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by St. Lucie County, Florida (the "Issuer") in connection with the issuance of its $ Taxable Non -Ad Valorem Revenue Bonds, Series 2017A (the "Series 2017A Bonds"). The Series 2017A Bonds are being issued pursuant to the authority and in compliance with the Constitution of the State of Florida, Chapter 125, Florida Statutes and other applicable provisions of law, and pursuant to Resolution No. adopted by the Board of County Commissioners of the Issuer (the 'Board") on November 7, 2017, as amended and supplemented from time to time (the 'Resolution"). Capitalized terms used but not otherwise defined herein shall have the same meaning as when used in the Resolution unless the context would clearly indicate otherwise. The Issuer covenants and agrees as follows: SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders and Beneficial Owners (defined below) of the Series 2017A Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure requirements of the Rule (defined below). SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined herein, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2017A Bonds (including persons holding Series 2017A Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2017A Bonds for federal income tax purposes. "Dissemination Agent" shall mean the Issuer, or any successor Dissemination Agent designated in writing by the Issuer, and which has filed with the Issuer a written acceptance of such designation. "EMMA" shall mean the Electronic Municipal Market Access web portal of the MSRB, located at http://www.emma.msrb.org. "Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. "Listed Events" shall mean any of the events listed in Section 5 of this Disclosure Certificate. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Obligated Person" shall mean any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity or credit facilities). "Participating Underwriters" shall mean the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than July 30th after the end of the Issuer's last fiscal year (presently ends September 30), commencing with the report for the 2017-2018 fiscal year, provide to EMMA an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report only if they are not available by that date so long as they are provided when they become available. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5. (b) Not later than fifteen (15) Business Days prior to said date, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide to EMMA an Annual Report by the date required in subsection (a), the Issuer shall send a notice to EMMA, in substantially the form attached as Exhibit A, accompanied by a cover sheet in the form set forth as Exhibit B. (c) The Dissemination Agent shall, if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided to EMMA. SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: (a) The audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) An update of the information contained in the tables from the Official Statement entitled NON -AD VALOREM REVENUES OF ST. LUCIE COUNTY, FLORIDA; and ST. LUCIE COUNTY, FLORIDA NON -AD VALOREM REVENUE DEBT SERVICE SCHEDULE, in each case, presented in a manner consistent with the presentation of such information in the Official Statement. Relating to information to be provided to EMMA, the information provided under Section 4(b) may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from EMMA. The Issuer shall clearly identify each such other document so included by reference. SECTION 5. REPORTING OF SIGNIFICANT EVENTS. Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice with EMMA of the occurrence in a timely manner not in excess of ten (10) business days after the occurrence of any of the following events with respect to the Series 2017A Bonds, with the exception of the event described in number 15 below, which notice shall be given in a timely manner: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Series 2017A Bonds, or other material events affecting the tax status of the Series 2017A Bonds; 7. Modifications to rights of the holders of the Series 2017A Bonds, if material; 8. Series 2017A Bond calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Series 2017A Bonds, if material; 11. Ratings changes; 12. An Event of Bankruptcy or similar event of an Obligated Person; 13. The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and 14. Appointment of a successor or additional trustee or paying agent or the change of name of a trustee or paying agent, if material; and 15. Notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof. SECTION b. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series 2017A Bonds, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Series 2017A Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5. SECTION 7. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer. SECTION 8. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Series 2017A Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the Series 2017A Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the Series 2017A Bonds. Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer, as applicable, shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein constitute a contract with the holders of the Series 2017A Bonds. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Series 2017A Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer, as applicable, to comply with its obligations under this Disclosure Certificate; provided, however, the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution. SECTION 11. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorney's fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Series 2017A Bonds. SECTION 12. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and holders and Beneficial Owners from time to time of the Series 2017A Bonds, and shall create no rights in any other person or entity. Dated: December _, 2017 ST. LUCIE COUNTY, FLORIDA Name: Chris Dzadovsky Title: Chairman ATTEST: Clerk EXHIBIT A NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer Obligated Person: Name(s) of Bond Issue(s): Date(s) of Issuance: Date(s) of Disclosure Certificate: CUSIP Number: St. Lucie County, Florida St. Lucie County, Florida Taxable Non -Ad Valorem Revenue Bonds, Series 2017A December 2017 December J 2017 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate. [The Issuer has notified the Dissemination Agent that it anticipates that the Annual Report will be filed by ] [Dissemination Agent] cc: EXHIBIT B EVENT NOTICE COVER SHEET This cover sheet and accompanying "event notice" will be sent to the MSRB, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D). Issuer's and/or Other Obligated Person's Name: Issuer's Six -Digit CUSIP Number: or Nine -Digit CUSIP Number(s) of the Series 2017A Bonds to which this event notice relates: Number of pages attached: Description of Notice Events (Check One): 1. "Principal and interest payment delinquencies;" 2. "Non -Payment related defaults, if material;" 3. "Unscheduled draws on debt service reserves reflecting financial difficulties;" 4. "Unscheduled draws on credit enhancements reflecting financial difficulties;" 5. "Substitution of credit or liquidity providers, or their failure to perform;" 6. "Adverse tax opinions, IRS notices or events affecting the tax status of the security;" 7. "Modifications to rights of securities holders, if material;" 8. "Bond calls, if material;" 9. "Defeasances;" 10. "Release, substitution, or sale of property securing repayment of the securities, if material;' 11. "Rating changes;" 12. "Bankruptcy, insolvency, receivership or similar event of the obligated person;" 13. "Merger, consolidation, or acquisition of the obligated person, if material;" and 14. "Appointment of a successor or additional trustee, or the change of name of a trustee, if material." Failure to provide annual financial information as required. I hereby represent that I am authorized by the Issuer or its agent to distribute this information publicly: Signature: Name: Date: Title: EXHIBIT D UNDERWRITER RECOMMENDATION ME PfM October 11, 2017 Memorandum To: Daniel McIntyre, County Attorney Jennifer Hill, Office of Management & Budget Director From: Jay Glover, Managing Director — Public Financial Management, Inc. RE: St. Lucie County, Florida Taxable Non Ad Valorem Revenue Bonds, Series 2017A — Underwriter Recommendation In March of 2017, St. Lucie County (the "County") undertook a request for proposals ("RFP") to select an underwriting team that would assist the County with the issuance of Non -Ad Valorem Revenue Bonds, Series 2017 (the "2017 Bonds") to fund improvements to the St. Lucie County Sports Complex. Wells Fargo Securities and Citigroup were the two highest ranked firms based on the selection criteria outlined in the RFP and were therefore recommended to serve as the underwriting team for the 2017 Bonds. Wells Fargo Securities was senior underwriter with Citigroup serving as co -manager. As financial advisor to the County, Public Financial Management, Inc. ("PFM") has been made aware that the County is preparing for the issuance of Taxable Non Ad Valorem Revenue Bonds, Series 2017A (the "2017A Bonds") to finance the acquisition of certain port and ancillary facilities located in the County. In order to complete this transaction, the County will again need to utilize the services of an underwriting team to place the 2017A Bonds with investors. Given the fact that the desired underwriting services are similar to those utilized for the 2017 Bonds and the expedited timeframe for completion of the transaction, PFM is recommending that the County utilize the same underwriting team for the issuance of the 2017A Bonds. As is common practice when a local government engages a team of underwriters, PFM is also recommending that the County rotate the senior underwriter position. So for the issuance of the 2017A Bonds, Citigroup would serve as senior underwriter with Wells Fargo Securities serving as co- manager. If you have any questions about this recommendation please feel free to contact me at 407- 406-5760 or glove 60.1pfm.com.