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HomeMy WebLinkAbout19-247RESOLUTION NO.2019-247 A RESOLUTION OF THE ST. LUCIE COUNTY BOARD OF COUNTY COMMISSIONERS, AMENDING AND RESTATING RESOLUTION NO. 2019-167 IN ITS ENTIRETY; AUTHORIZING ISSUANCE OF THE ST. LUCIE COUNTY, FLORIDA SPECIAL ASSESSMENT REVENUE BOND, SERIES 2019 (SABAL CREEK MSBU PROJECT) IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $2,650,000 FOR THE PURPOSE OF FINANCING, REFINANCING AND/OR REIMBURSING THE COST OF POTABLE WATER AND FIRE PROTECTION IMPROVEMENTS TO SERVE THE REAL PROPERTY COMPRISING THE SABAL CREEK MUNICIPAL SERVICES BENEFIT UNIT; PROVIDING THAT SUCH BOND SHALL BE A LIMITED OBLIGATION OF THE COUNTY PAYABLE SOLELY FROM CERTAIN ASSESSMENTS AS DESCRIBED HEREIN; PROVIDING FOR THE RIGHTS, SECURITIES AND REMEDIES FOR THE OWNER OF SUCH BOND; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; RATIFYING ESTABLISHMENT OF INTENT TO REIMBURSE SUCH IMPROVEMENTS INCURRED WITH PROCEEDS OF SUCH BOND; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY AS FOLLOWS: SECTION 1. AUTHORITY. This Resolution is adopted pursuant to the provisions of the Constitution of the State of Florida, Chapter 125, Florida Statutes, the Assessment Ordinance and other applicable provisions of law. SECTION 2. DEFINITIONS. The following words and phrases shall have the following meanings when used herein: "Act" means the Constitution of the State of Florida, Chapter 125 Florida Statutes, the Assessment Ordinance, and other applicable provisions of law. "Assessment Ordinance" means Article IV of Chapter 40 of the County Code of Ordinances, as may be amended from time to time, or its successor in function. "Assessment Resolution" means, collectively, Resolution No. 2019-111 adopted by the Board on May 21, 2019, as amended and supplemented from time to time, and as particularly supplemented by Resolution No 2019-169 adopted by the Board on August 13, 2019. 1 "Assessments" means special assessments (sometimes characterized as non -ad valorem assessments) imposed by the Issuer against the real property comprising the Sabal Creek MSBU to fund the costs of the Project and related expenses, computed in the manner described in the Assessment Resolution. "Board" means the Board of County Commissioners of St. Lucie County, Florida, the governing body of the Issuer. "Bond" means the St. Lucie County, Florida Special Assessment Revenue Bond, Series 2019 (Sabal Creek MSBU Project) of the Issuer authorized by Section 4 hereof. "Bond Counsel" means, for purposes of the Bond, Bryant Miller Olive P.A., or another nationally recognized bond counsel firm appointed by the Issuer. "Business Day" means any day except any Saturday or Sunday or day on which the Principal Office of the Original Purchaser is closed. "Chair" means the Chairman or Chairwoman of the Issuer, or in his or her absence or inability to act, the Vice Chairman or Vice Chairwoman of the Issuer. "County Administrator" means the duly appointed and acting County Administrator of the Issuer, or any duly authorized deputy or assistant County Administrator of the Issuer. "County Attorney" means the duly appointed and acting County Attorney of the Issuer or any duly authorized deputy thereof. "County Clerk" means the duly elected County Clerk or any duly authorized deputy or assistant thereof. "Code" means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto. "Debt Service Fund" shall mean the Debt Service Fund established in Section 9 hereof. "Debt Service Reserve Account" means the Debt Service Reserve Account within the Debt Service Fund. "Federal Securities" shall mean direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which are not redeemable prior to maturity at the option of the obligor. "Issuer" or "County" means St. Lucie County, Florida. "Maturity Date" means July 1, 2039. 0a "Original Purchaser" means CenterState Bank, N.A, the original purchaser of the Bond. "Original Resolution" means Resolution No. 19-164 adopted by the Board on August 13, 2019. "Owner" or "Holder' means the Person in whose name or names the Bond shall be registered on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution. "Sabal Creek MSBU" means the Sabal Creek Municipal Services Benefit Unit established by the Assessment Resolution. "Person" means natural persons, firms, trusts, estates, associations, corporations, partnerships and public bodies. "Pledged Revenues" means (i) the Assessments, and (ii) any moneys on deposit in the Debt Service Fund, the Debt Service Reserve Account and the Project Fund established herein, including investment earnings on moneys on deposit in such funds, if any. "Principal Office" means, with respect to the Original Purchaser, the office located at 5001 Okeechobee Rd, Fort Pierce, FL 34947, or such other office as the Original Purchaser may designate to the Issuer in writing. "Project" means design, permitting, construction, installation and acquisition of the potable water and fire protection improvements financed through issuance of the Bond which will serve and specially benefit the real property comprising the Sabal Creek MSBU. "Project Costs" means all costs associated with design, acquisition, construction and financing of the Project, including reimbursements to the Issuer, if any. It is intended that this definition be broadly construed to encompass all costs, expenses and liabilities of the Issuer which on the date of this Resolution or in the future shall be permitted to be funded with the proceeds of the Bond. "Project Fund" shall mean the Project Fund established in Section 9 herein. "Refunding Obligations" means any bonds, note or other debt obligations issued to refund and/or refinance all or a portion of the principal balance of the Bond. "Resolution" means this Resolution pursuant to which the Bond is authorized to be issued, including any Supplemental Resolution(s) adopted pursuant to Section 12 hereof. "State" means the State of Florida. "Supplemental Resolution" means any resolution amendatory or supplemental to this Resolution adopted by the Issuer in accordance with Section 12 hereof. 3 SECTION 3. FINDINGS. (A) The Issuer previously adopted the Original Resolution authorizing the issuance of the Bond in the principal amount of not to exceed $3,230,000 for the purpose of financing, refinancing and/or reimbursing the cost of potable water and fire protection improvements to serve the real property comprising the Sabal Creek MSBU. (B) Section 18 of the Original Resolution provided for and directed the institution of bond validation proceedings pursuant to Chapter 75, Florida Statutes. On October 17, 2019, the Circuit Court of the Nineteenth Judicial Circuit of the State of Florida, in and for St. Lucie County, Florida, entered a Final Judgment validating the Bond. (C) The Original Resolution further provided for the adoption of a Supplemental Resolution determining the Original Purchaser of the Bond and certain other terms and provisions thereof, including but not limited to interest rate, payment dates and maturity dates. (D) Instead of fixing such details pursuant to Supplemental Resolution, the Issuer desires to amend and restate in its entirety the Original Resolution hereby. (E) The potable water utility infrastructure comprising the Project will be publicly owned and operated and subject to public utility easements for purposes of access, maintenance and improvement. Such infrastructure will also include fire hydrants to facilitate delivery of public fire protection services. The Project will serve a paramount public purpose which achieves important objectives of the Issuer such as the provision of central water service and fire protection infrastructure to its citizens, thereby promoting the public health, safety and welfare. (F) The Issuer finds, determines and declares that it is necessary for the continued preservation of the health, welfare, convenience and safety of the Issuer, its inhabitants and the owners of real property located in the Sabal Creek MSBU, and in the public interest to provide for the financing, refinancing and/or reimbursing of the Project Costs through the issuance of the Bond. Issuance of the Bond to finance, refinance or reimburse such Project Costs satisfies a paramount public purpose. (G) Debt service on the Bond will be payable solely from the Pledged Revenues. (H) The issuance of the Bond to provide for the financing of the Project and the pledge of the Assessments to repayment of the Bond are authorized by the Act and by Section 40-103(e) of the Assessment Ordinance. (I) The Issuer has received a proposal from the Original Purchaser to purchase the Bond, and the Issuer desires to accept such proposal. (J) In consideration of the purchase and acceptance of the Bond authorized to be issued hereunder by those who shall be the Owner thereof from time to time, this Resolution shall constitute a contract between the Issuer and the Owner. 4 SECTION 4. AUTHORIZATION OF THE PROJECT AND THE BOND. (A) There is hereby authorized the design, permitting, acquisition and construction of the Project. (B) Subject and pursuant to the provisions of this Resolution, an obligation of the Issuer to be known as St. Lucie County, Florida Special Assessment Revenue Bond, Series 2019 (Sabal Creek MSBU Project) is hereby authorized to be issued under and secured by this Resolution, in the principal amount of not to exceed $2,650,000, with a final maturity date of the Maturity Date which is not later than twenty (20) years from its issuance, for the purpose of financing, refinancing and/or reimbursing the Project Costs, including the costs of issuing the Bond. (C) Because of the characteristics of the Bond, prevailing market conditions, and additional savings to be realized from an expeditious sale of the Bond, it is in the best interest of the Issuer to accept the anticipated offer of the Original Purchaser to purchase the Bond at a private negotiated sale. Prior to the issuance of the Bond, the Issuer shall receive a Purchaser's Certificate from the Original Purchaser, in the form attached hereto as Exhibit B and a Disclosure Letter from the Original Purchaser containing the information required by Section 218.385, Florida Statutes, in the form attached hereto as Exhibit C. SECTION 5. DESCRIPTION OF BOND. The Bond shall be dated the date of its execution and delivery subject to the following terms: (A) Interest Rate. The Bond shall have a fixed interest rate not to exceed three percent (3%) per annum (subject to adjustment as provided in the Bond, the "Interest Rate"); provided, however, that such interest rate shall in no event exceed the maximum interest rate permitted by the Act. Interest shall be calculated on a 30/360 day count basis. (B) Adjustments of Interest Rate. The Interest Rate shall be subject to adjustment as provided in the Bond. (C) Principal and Interest Payment Dates. Interest on the Bond shall be paid semi-annually, on each January 1st and July 1st, commencing on January 1, 2020, and thereafter through and including the Maturity Date. Principal on the Bond shall amortize on July 1 of the years and in the amounts to be set forth in Bond, commencing on July 1, 2020, and thereafter through and including the Maturity Date. (D) Prepayment. The Bond shall be subject to prepayment prior to maturity at the option of the Issuer as provided in the Bond. (E) Form of Bond. The Bond is to be in substantially the form set forth in Exhibit A attached hereto, together with such non -material changes as shall be approved by the Chair, such approval to be conclusively evidenced by the execution thereof by the Chair. The Bond shall be executed on behalf of the Issuer with the manual or facsimile signature of the Chair and the 5 official seal of the Issuer, and be attested and countersigned with the manual or facsimile signature of the County Clerk, to be approved as to form by the County Attorney. In case any one or more of the officers who shall have signed or sealed the Bond or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Bond so signed and sealed has been actually sold and delivered, such Bond may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bond had not ceased to hold such office. (F) Paying Agent and Registrar. The Issuer hereby appoints the County Clerk to serve as paying agent and registrar on the Bond. SECTION 6. REGISTRATION AND EXCHANGE OF THE BOND; PERSONS TREATED AS OWNER. The Bond is to be initially registered to the Original Purchaser. So long as the Bond shall remain unpaid, the Issuer will keep books for the registration and transfer of the Bond. The Bond shall be transferable only upon such registration books and only in accordance with the limitations contained in the Bond. Notwithstanding anything herein to the contrary, the Bond may not be transferred in a denomination less than $100,000 under any circumstances. The Person in whose name the Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on the Bond shall be made only to or upon the written order of the Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. SECTION 7. PAYMENT OF PRINCIPAL AND INTEREST; LIMITED OBLIGATION. The Issuer promises that it will promptly pay the principal of and interest on the Bond at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof. The Bond shall not be or constitute a general obligation or indebtedness of the Issuer as a "bond" within the meaning of Article VII, Section 12 of the Constitution of Florida, but shall be payable solely from the Pledged Revenues in accordance with the terms hereof. No Holder of the Bond issued hereunder shall ever have the right to compel the exercise of any ad valorem taxing power or the use of ad valorem tax revenues to pay such Bond, or be entitled to payment of such Bond from any funds of the Issuer except from the Pledged Revenues as described herein. SECTION S. PLEDGED REVENUES; REFUNDING OBLIGATIONS. (A) The Issuer hereby pledges the Pledged Revenues to the payment of amounts due on the Bond. (B) The Issuer shall take such actions and adopt such resolutions as may be necessary to provide for collection of annual installments of the Assessments each year pursuant to the uniform tax bill collection method authorized by section 197.3632, Florida Statues (unless an R alternative collection method is agreed upon in writing by the Owner), until such time as the Bond and any interest due thereupon and any additional amounts payable hereunder shall have been paid in full. (C) The Issuer shall ensure that annual proceeds of the Assessments, after payment of any collection costs and administration costs associated therewith (whether imposed by the Tax Collector, Property Appraiser, or otherwise), together with funds on deposit in the Debt Service Fund, shall be at least sufficient to satisfy principal, interest and any other amount due on the Bond in the forthcoming fiscal year until the Bond has been paid in full. (D) For so long as the Bond shall be unpaid, except with the written consent of the Owner of the Bond, the Issuer will not issue any other obligations or incur any indebtedness payable from the Pledged Revenues, except for Refunding Obligations which may be payable from the Pledged Revenues on a parity basis if the combined annual debt service in each bond year for the bond and the Refunding Obligations is less than the annual debt service which would have been paid on the Bond had the Refunding Obligations not been issued. SECTION 9. DEBT SERVICE FUND; PROJECT FUND. (A) Debt Service Fund. There is hereby created an account to be known as the "St. Lucie County, Florida Special Assessment Revenue Bond, Series 2019 (Sabal Creek MSBU Project) Debt Service Fund" (the 'Debt Service Fund"). The Debt Service Fund shall be held by a depository in the State which is eligible under the laws of the State to receive public funds. (1) Upon receipt, the Issuer shall deposit all proceeds of the Assessments (including Assessment prepayments), after payment of any collection costs and administration costs associated therewith (whether imposed by the Tax Collector, Property Appraiser, or otherwise), into the Debt Service Fund. (2) Moneys on deposit in the Debt Service Fund shall be used solely to pay the principal of and interest on the Bond. (3) There is hereby created an account within the Debt Service Fund to be known as the "St. Lucie County, Florida Special Assessment Revenue Bond, Series 2019 (Sabal Creek MSBU Project) Debt Service Reserve Account" (the "Debt Service Reserve Account"). (B) Project Fund. There is hereby created an account to be known as the "St. Lucie County, Florida Special Assessment Revenue Bond, Series 2019 (Sabal Creek MSBU Project) Project Fund" (the 'Project Fund"). The Project Fund shall be held by a depository in the State which is eligible under the laws of the State to receive public funds. (1) Moneys on deposit in the Project Fund shall be used solely to finance, refinance and/or reimburse Project Costs, including the costs of issuing the Bond. id (2) When the acquisition of the Project has been completed and all Project Costs and costs of issuance have been paid in full, all funds remaining in the Project Fund shall be used to pay debt service on the Bond. (C) All moneys deposited in the funds and accounts established hereunder shall be and constitute trust funds created for the purposes herein stated, and there is hereby created a lien upon such funds in favor of the Holders of the Bond until the moneys therein shall have been applied in accordance with this Resolution. SECTION 10. APPLICATION OF PROCEEDS OF BOND. At the time of delivery of the Bond herein authorized, all the proceeds from the sale of the Bond shall be applied as follows: (A) An amount equal to the maximum annual debt service of the Bond shall be deposited into the Debt Service Reserve Account. (B) The Issuer shall pay all or a portion of the costs and expenses in connection with issuance of the Bond. (C) The remaining proceeds of the Bond shall be deposited into the Project Fund. SECTION 11. TAX COVENANT. The Issuer covenants to the Holder of the Bond provided for in this Resolution that the Issuer will not make any use of the proceeds of the Bond at any time during the term of the Bond which, if such use had been reasonably expected on the date the Bond was issued, would have caused such Bond to be an "arbitrage bond" within the meaning of the Code. The Issuer will comply with the requirements of the Code and any valid and applicable rules and regulations promulgated thereunder necessary to ensure the exclusion of interest on the Bond from the gross income of the Holders thereof for purposes of federal income taxation and to confirm or continue the status of the Bond as a "qualified tax exempt obligation" within the meaning of Section 265(b)(3) of the Code. SECTION 12. AMENDMENT. Prior to the issuance of the Bond, this Resolution can be modified or amended at any time without limitation pursuant to Supplemental Resolution. Thereafter, this Resolution, or any Supplemental Resolution relating hereto, shall not be modified or amended in any respect pursuant to Supplemental Resolution except with the written consent of the Owner of the Bond. SECTION 13. LIMITATION OF RIGHTS. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Bond are intended or shall be construed to give to any Person other than the Issuer and the Owner any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, conditions and provisions herein contained; this Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Owner. K SECTION 14. BOND MUTILATED, DESTROYED, STOLEN OR LOST. In case the Bond shall become mutilated, or be destroyed, stolen, or lost, the Issuer shall issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen, or lost, in exchange and in substitution for such mutilated Bond, or in lieu of and in substitution for the Bond destroyed, stolen, or lost and upon the Owner furnishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the Issuer and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. The Bond so surrendered shall be canceled. SECTION 15. IMPAIRMENT OF CONTRACT. The Issuer covenants with the Owner of the Bond that it will not, without the written consent of the Owner of the Bond, enact any ordinance or adopt any resolution which repeals, impairs or amends in any manner materially adverse to the Owner the rights granted to the Owner of the Bond hereunder. SECTION 16. DEFEASANCE. If, at any time, the Issuer shall have paid, or shall have made provision for payment of, the principal, interest and prepayment premium, if any and if applicable, with respect to the Bond herein authorized, then, and in that event, the lien on Pledged Revenues described herein in favor of the Owner of the Bond shall be no longer in effect. For purposes of the preceding sentence, deposit of sufficient cash and/or Federal Securities or bank certificates of deposit fully secured as to principal and interest by Federal Securities (or deposit of any other securities or investments which may be authorized by law from time to time and sufficient under such law to effect such a defeasance) in irrevocable trust with a banking institution or trust company, for the sole benefit of the Owner of the Bond in an aggregate principal amount which, together with interest to accrue thereon, will be sufficient in the opinion of an independent certified public accountant to make timely payment of the principal of and a prepayment premium, if any, and interest on the Bond in accordance with their terms, and any other expenses occasioned by escrow arrangements. Nothing herein shall be deemed to require the Issuer to prepay the Bond prior to maturity pursuant to any applicable optional prepayment provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. SECTION 17. EVENTS OF DEFAULT; REMEDIES OF OWNER. (A) The following shall constitute "Events of Default": (i) if the Issuer fails to make any payment of principal of or interest on the Bond within ten (10) days of the applicable payment date (a 'Payment Default"); (ii) if the Issuer defaults in the performance or observance of any covenant or agreement contained in this Resolution or the Bond (other than as set forth in (a) above) and fails to cure the same within thirty (30) days; or (iii) filing of a petition by or against the Issuer relating to bankruptcy, reorganization, arrangement or readjustment of debt of the Issuer or for any other relief relating to the Issuer under the United States Bankruptcy Code, as amended, or any other insolvency act or law now or hereafter existing, or the involuntary appointment of a receiver or trustee for the Issuer, and the continuance of any such event for 9 ninety (90) days undismissed or undischarged. (B) In the event of a Payment Default, the Owner may, at its option, collect a late charge equal to five percent (5%) of the amount owing if any payment due on the Bond is not received by the Owner within ten (10) days after the payment is due. (C) Upon and during the continuance of an Event of Default, this Bond shall bear interest at the "Default Rate". For purposes of this Bond, the term "Default Rate" shall mean the lesser of (i) the Interest Rate plus three percent (3%) per annum, or (ii) the maximum interest rate permitted by applicable law. (D) Upon the occurrence and during the continuation of any Event of Default, the Owner of the Bond may, in addition to any other remedies set forth in this Resolution or the Bond, either at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted or contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution, or by any applicable statutes to be performed by the Issuer and may recover from the Issuer all expenses incurred including without limitation reasonable attorney's fees, at all levels of the proceedings, whether incurred in connection with collection, bankruptcy, proceedings, trial, appeal or otherwise. (E) In addition to the remedies described above, if the Issuer fails to pay any payment of principal of or interest on the Bond as the same becomes due and payable and fails to cure the same within thirty (30) days following notice thereof, then the Owner may by written notice to the Issuer declare the all amounts then due under the Bond to be accelerated and immediately due and payable in full. SECTION 18. BUDGET AND FINANCIAL INFORMATION; ASSESSMENT ROLL. (A) The Issuer shall provide the Owner with a copy of the Issuer's audited financial statements within 270 days of the close of the Issuer's fiscal year. The Issuer shall also provide the Owner with a copy of the Issuer's annual budget within 60 days of the adoption by the Issuer and such other financial information regarding the Issuer as the Owner may reasonably request. (B) The Issuer shall provide the Owner with a copy of the annual Assessment Roll on or before November 15 each year. The copy of such annual Assessment Roll provided to the Owner shall note or highlight any parcel for which payment of the prior year's Assessment is delinquent. SECTION 19. BANK QUALIFIED. The Issuer hereby designates the Bond as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code. The Issuer and any subordinate entities of the Issuer and any issuer of "tax-exempt" debt that issues "on behalf of the Issuer do not reasonably expect during the calendar year 2019 to issue more than 10 $10,000,000 of "tax-exempt" obligations including the Bond, exclusive of any private activity bonds as defined in Section 141(a) of the Code (other than qualified 501(c)(3) bonds as defined in Section 145 of the Code). SECTION 20. INTENT TO REIMBURSE. The Board hereby ratifies the expression of its intention in Resolution No. 2019-111 that the Issuer be reimbursed from the proceeds of the Bond for costs relating to the Project. Pending reimbursement, the Issuer expects to use funds on deposit in the general fund or other appropriate fund or account to pay such costs. Such Resolution was intended to constitute with respect to the construction of the Project a "declaration of official intent" within the meaning of Section 1.150-2 of the Income Tax Regulations. SECTION 21. SEVERABILITY. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other provision herein or render any other provision (or such provision in any other context) invalid, inoperative or unenforceable to any extent whatever. SECTION 22. BUSINESS DAYS. In any case where the due date of interest on or principal of a Bond is not a Business Day, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the Owner. SECTION 23. APPLICABLE PROVISIONS OF LAW. This Resolution shall be governed by and construed in accordance with the laws of the State. SECTION 24. RULES OF INTERPRETATION. Unless expressly indicated otherwise, references to sections or articles are to be construed as references to sections or articles of this instrument as originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Resolution and not solely to the particular portion in which any such word is used. SECTION 25. CAPTIONS. The captions and headings in this Resolution are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Resolution. SECTION 26. BOARD MEMBERS EXEMPT FROM PERSONAL LIABILITY. No recourse under or upon any obligation, covenant or agreement of this Resolution or the Bond or for any claim based thereon or otherwise in respect thereof, shall be had against any Board members, officials or employees of the Issuer, past, present or future, either directly or through the Issuer, it being expressly understood (a) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the Board members, officials or employees of the Issuer, under or by reason of the obligations, covenants or agreements contained in this Resolution or implied therefrom, and (b) that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such Board 11 member, as such, are waived and released as a condition of, and as a consideration for, the adoption of this Resolution and the issuance of the Bond, on the part of the Issuer. SECTION 27. AUTHORIZATIONS. The Chair and any member of the Board, the County Administrator, the County Attorney, the County Clerk and such other officials and employees of the Issuer as may be designated by the Issuer are each designated as agents of the Issuer in connection with the issuance and delivery of the Bond and are authorized and empowered, collectively or individually, to take all actions and steps and to execute all instruments, documents, and contracts on behalf of the Issuer that are necessary or desirable in connection with the validation, execution and delivery of the Bond, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution, including but not limited to determining the principal amount of the Bond provided such principal amount shall not exceed $2,650,000. The County Administrator is hereby authorized to accept and execute the Original Purchaser's proposal. SECTION 28. FEES AND EXPENSES. The Issuer agrees to pay the fees and expenses of the Original Purchaser on the date of issuance of the Bond as determined by Supplemental Resolution. SECTION 29. REPEALER. The Original Resolution previously adopted by the Board of the Issuer is hereby amended and restated in its entirety. All other resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. SECTION 30. NO THIRD PARTY BENEFICIARIES. Except such other persons as may be expressly described in this Resolution or in the Bond, nothing in this Resolution or in the Bond, expressed or implied, is intended or shall be construed to confer upon any person, other than the Issuer and the Owner, any right, remedy or claim, legal or equitable, under and by reason of this Resolution, or any provision thereof, or of the Bond, all provisions thereof being intended to be and being for the sole and exclusive benefit of the Issuer and the person who shall from time to time be the Owner. 12 SECTION 31. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. AFTER MOTION AND SECOND, the vote on this Resolution was as follows: Chair Linda Bartz AYE Vice Chair Cathy Townsend AYE Commissioner Chris Dzadovsky AYE Commissioner Sean Mitchell AYE Commissioner Frannie Hutchinson AYE PASSED AND DULY ADOPTED this 5th day of November, 2019. ATTEST: Deputy Clerk APPROVED AS TO FM AND CORRE"�TNESS:, County Attorney ") BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA Chair 13 EXHIBIT A FORM OF BOND ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A PURCHASER'S CERTIFICATE IN THE FORM ATTACHED TO THE RESOLUTION (HEREIN DEFINED) CERTIFYING, AMONG OTHER THINGS, THAT SUCH HOLDER IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED, AND REGULATION D THEREUNDER. November 19, 2019 $ ST. LUCIE COUNTY, FLORIDA SPECIAL ASSESSMENT REVENUE BOND, SERIES 2019 (SABAL CREEK MSBU PROJECT) KNOW ALL MEN BY THESE PRESENTS that St. Lucie County, Florida (the "Issuer"), a political subdivision of the State of Florida created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of CenterState Bank, N.A. or registered assigns (hereinafter, the "Owner"), the principal sum of $ , together with interest on the principal balance outstanding at the rate per annurn of _% (as the same may be adjusted as described herein) based upon a year of 360 days consisting of twelve 30 day months. The interest rate on this Bond also may be adjusted as hereinafter provided. Principal of and interest on this Bond are payable in lawful money of the United States of America by check or wire transfer at such place as the Owner may designate to the Issuer in writing. Interest on this Bond shall be payable semi-annually each January 1 and July 1, commencing January 1, 2020. The principal of and interest on this Bond shall be payable on each July 1 , commencing July 1, 2020, as follows, subject to adjustment to the extent of any prepayments permitted herein: Year Principal Amount 2020 $ 2021 $ 2022 $ 2023 $ 2024 $ 2025 $ 2026 $ A-1 2027 $ 2028 $ 2029 $ 2030 $ 2031 $ 2032 $ 2033 $ 2034 $ 2035 $ 2036 $ 2037 $ 2038 $ 2039 $ As described above, the final installment of the entire unpaid principal balance, together with all accrued and unpaid interest hereon, is due and payable on July 1, 2039. If any date for the payment of principal and interest hereon shall fall on a day which is not a Business Day (as defined in the Resolution (hereinafter defined)) the payment due on such date shall be due on the next succeeding day which is a Business Day, but the Issuer shall not receive credit for the payment until it is actually received by the Owner. All payments by the Issuer pursuant to this Bond shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to principal. The Owner may, at its option, collect a late charge equal to five percent (5%) of the amount owing if any payment due hereunder is not received by the Owner within ten (10) days after the payment is due. If (i) after a Determination of Taxability (as defined below) the interest on this Bond becomes includable in the gross income of the Owner for Federal income tax purposes, then the Owner shall have the right to adjust the Interest Rate to % per annum. This adjustment shall survive payment of this Bond until such time as the federal statute of limitations under which the interest on this Bond could be declared taxable under the Code shall have expired. "Determination of Taxability" shall mean, with respect to this Bond, the circumstance that shall be deemed to have occurred if interest paid or payable on this Bond becomes includable for federal income tax purposes in the gross income of the Owner as a consequence of any action or inaction by the Issuer. A Determination of Taxability will be deemed to have occurred upon (a) the receipt by the Issuer or the Owner of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency which holds that any interest payable on this Bond is includable in the gross income of the Owner; (b) the issuance of any public or private ruling of the Internal Revenue Service that any interest payable on this Bond is includable in the gross income of the Owner; or (c) receipt by the Issuer or the Owner of an A-2 opinion of an 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 to the effect that any interest on this Bond has become includable in the gross income of the Owner for federal income tax purposes. For all purposes of this definition, a Determination of Taxability will be deemed to occur on the date as of which the interest on this Bond is deemed includable in the gross income of the Owner. A Determination of Taxability shall not occur in the event such interest is taken into account in determining adjusted current earnings for the purpose of the alternative minimum tax imposed on corporations. In the case of (a) and (b) above, upon the Determination of Taxability and timely written notice thereof, the Issuer shall have an opportunity to participate in and seek, at its own expense, a final administrative determination or determination by a court of competent jurisdiction (from which no further right of appeal exists) as to the existence of such event of taxability; provided that the Issuer, at its own expense, delivers to the Owner an opinion of an 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 acceptable to the Owner to the effect that such appeal or action for judicial or administrative review is not without merit and there is a reasonable possibility that the judgment, order, ruling or decision from which such appeal or action for judicial or administrative review is taken will be reversed, vacated or otherwise set aside. The Issuer may prepay this Bond in whole or in part, at any time, without premium or prepayment penalty, from (i) the proceeds of Refunding Obligations, (ii) Assessments prepaid pursuant to the Assessment Resolution, or (iii) any other legally available source. THIS BOND DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE HOLDER OF THIS BOND THAT SUCH BONDHOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OR USE OF AD VALOREM TAXES OF THE ISSUER OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS BOND OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION. This Bond is issued pursuant to the Constitution of the State of Florida, Chapter 125, Florida Statutes, the Assessment Ordinance and a resolution adopted by the Board of the Issuer on November 5, 2019 as may be amended and supplemented from time to time (the 'Resolution"), and is subject to all the terms and conditions of the Resolution. All terms, conditions and provisions of the Resolution including without limitation remedies upon the occurrence of an Event of Default are by this reference thereto incorporated herein as a part of this Bond. Payment of this Bond is secured solely by the Assessments and moneys on deposit in certain funds and accounts established by the Resolution. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. In addition to the FEW remedies in the Resolution in the Event of Default, if any payment of principal or interest on this Bond is received by the Owner more than ten (10) days after the same becomes due and payable, the Issuer will pay the Owner on demand a late fee determined by the Owner but not greater than five percent (5%) of the amount of the delinquent payment. Upon and during the continuance of an Event of Default, this Bond shall bear interest at the 'Default Rate". For purposes of this Bond, the term "Default Rate" shall mean the lesser of (i) per annum, or (ii) the maximum interest rate permitted by applicable law. This Bond may be exchanged or transferred by the Owner hereof but only upon the registration books maintained by the Issuer and in the manner provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Bond is in full compliance with and does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, St. Lucie County, Florida has caused this Bond to be executed in its name by the manual signature of its Chair, attested and countersigned by the manual signature of its Clerk and approved as to form by the manual signature of the County Attorney, and its seal to be impressed hereon, all as of this day of November, 2019. ATTEST: Deputy Clerk [SEAL] BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA Chair APPROVED AS TO FORM: County Attorney A-4 CERTIFICATE OF VALIDATION This Bond was validated by judgment of the Circuit Court of the Nineteenth Judicial Circuit Court of the State of Florida, in and for St. Lucie County, Florida rendered on October 17, 2019. BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA Chair A-5 EXHIBIT B FORM OF PURCHASER'S CERTIFICATE This is to certify that CenterState Bank, N.A. (the "Purchaser") has not required St. Lucie County, Florida, (the "Issuer") to deliver any offering document and has conducted its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of the Issuer in connection with the issuance of the $ St. Lucie County, Florida Special Assessment Revenue Bond, Series 2019 (Sabal Creek MSBU Project) dated November _, 2019 (the "Bond") and no inference should be drawn that the Purchaser, in the acceptance of said Bond, is relying on Bryant Miller Olive P.A., Bond Counsel or Daniel S. McIntyre, County Attorney, as to any such matters other than the legal opinions rendered by Bond Counsel and by the County Attorney. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in a Resolution adopted by the Board of County Commissioners of the Issuer on November 5, 2019, as amended and supplemented from time to time (the "Resolution"). We are aware that investment in the Bond involves various risks, that the Bond is not a general obligation of the Issuer or payable from ad valorem tax revenues, and that the payment of the Bond is secured solely from the sources described in the Resolution (the "Pledged Revenues"). We have made such independent investigation of the Pledged Revenues as we, in the exercise of sound business judgment, consider to be appropriate under the circumstances. In making our investment decision, we have relied upon the accuracy of information which has been provided to us by the Issuer. We have knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of our investment in the Bond and can bear the economic risk of our investment in the Bond. We acknowledge and understand that the Resolution is not being qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section 517.051(1), Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that neither the Issuer, Bond Counsel nor the County Attorney shall have any obligation to effect any such registration or qualification. We are not acting as a broker or other intermediary, and are purchasing the Bond as an investment for our own account and not with a present view to a resale or other distribution to the public. The Bond will not be used in the future on a securitized transaction and we will not treat the Bond as a municipal security. The Bond may only be transferred to a Permitted Lender in whole, in a denomination of M. not less than $100,000. As used herein, "Permitted Lender" means any bank, trust company, savings institution or insurance company that is engaged as a regular part of its business in making loans authorized to do business in the State of Florida. We are a bank as contemplated by Section 517.061(7), Florida Statutes. We are not purchasing the Bond for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. We understand that the Bond is not municipal securities and that no filing will be made with respect to the Bond with EMMA, the Municipal Securities Rulemaking Boards continuing disclosure site. We understand that there will be no CUSIP Numbers obtained on the Bond and that there will be no credit rating obtained on the Bond. We are an accredited investor within the meaning of Rule 501(a) promulgated under the Securities Act of 1933, as amended. DATED this ® of November, 2019. CENTERSTATE BANK, N.A. By: __ Name: Jarrod Trefelner Its: Vice President WX EXHIBIT C FORM OF DISCLOSURE LETTER Following a competitive selection process, the undersigned, as purchaser, proposes to negotiate with St. Lucie County, Florida (the "Issuer") for the private purchase of its $ St. Lucie County, Florida, Special Assessment Revenue Bond, Series 2019 (Sabal Creek MSBU Project) dated November J 2019 (the 'Bond"). Prior to the award of the Bond, the following information is hereby furnished to the Issuer: 1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred for services rendered to us (the 'Bank") in connection with the issuance of the Bond (such fees and expenses to be paid by the Issuer): Legal Fees: Akerman LLP $3,000 2. (a) No other fee, bonus or other compensation is estimated to be paid by the Bank in connection with the issuance of the Bond to any person not regularly employed or retained by the Bank (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Bank, as set forth in paragraph (1) above. (b) No person has entered into an understanding with the Bank, or to the knowledge of the Bank, 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 Bank or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Bond. 3. The amount of the underwriting spread expected to be realized by the Bank is $0. 4. The management fee to be charged by the Bank is $0. 5. Truth -in -Bonding Statement: This Bond is being issued primarily to finance, refinance and/or reimburse the cost of potable water and fire protection improvements to serve the real property comprising the Sabal Creek Municipal Services Benefit Unit. The Bond is expected to be repaid on July 1, 2039. At a fixed rate of %, total interest paid over the life of the Bond is estimated to be $_-_- ...... __ . C-1 The Bond will be secured solely by a pledge of the Pledged Revenues as described in a Resolution of the Issuer adopted November 5, 2019 as may be amended and supplemented from time to time (collectively, the 'Resolution"). See the Resolution for a definition of Pledged Revenues. Issuance of the Bond is estimated to result in a maximum of approximately $ ..-1 of revenues of the Issuer not being available to finance the services of the Issuer any year during the life of the Bond. 6. The name and address of the Bank is as follows: CenterState Bank, N.A. 5001 Okeechobee Rd Fort Pierce, FL 34947 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on behalf of the Bank this day of November, 2019. CENTERSTATE BANK, N.A. By:.... Name: Jarrod Trefelner Its: Vice President C-2