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HomeMy WebLinkAbout21-317RESOLUTION NO.21-317 AN RESOLUTION OF ST. LUCIE COUNTY, FLORIDA AUTHORIZING ISSUANCE OF THE COUNTY'S CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2021 IN A PRINCIPAL AMOUNT NOT TO EXCEED $4,560,000 TO FINANCE BEACH AND DUNE RESTORATION ON SOUTH HUTCHNSON ISLAND; PROVIDING THAT THE NOTE SHALL BE A LIMITED OBLIGATION OF THE COUNTY PAYABLE FROM NON -AD VALOREM REVENUES BUDGETED, APPROPRIATED AND DEPOSITED AS PROVIDED HEREIN; PROVIDING FOR THE RIGHTS, SECURITIES AND REMEDIES FOR THE OWNER OF THE NOTE; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE COUNTY TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE SALE, ISSUANCE AND DELIVERY OF SUCH NOTE; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED by the Board of County Commissioners of St. Lucie County, Florida, as follows: SECTION 1. Authority for this Resolution. This Resolution is adopted pursuant to the provisions of the Constitution of the State of Florida, Chapter 125, Florida Statutes, and other applicable provisions of law, and County Ordinance No. 87-77, as amended (collectively, the "Act"). SECTION 2. Definitions. Unless the context otherwise requires, the terms used in this Resolution shall have the meanings specified in this Section 2. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Act" has the meaning ascribed thereto in Section 1 hereof. "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. "Ad Valorem Revenues" means all revenues of the Issuer derived from the levy and collection of ad valorem taxes that are allocated to and accounted for in the general fund. "Board" means the Board of County Commissioners of St. Lucie County, Florida, the governing body of the Issuer. "Business Day" means any day except any Saturday or Sunday or any other day on which the Principal Office of the Original Purchaser is lawfully closed. 1 "Code" means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto. "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. "Debt Service Fund" means the Debt Service Fund established with respect to the Note pursuant to Section 8 hereof. "Financial Advisor" means any financial advisor appointed from time to time by the Issuer. "Fiscal Year" means the period commencing on October 1 of each year and ending on the next succeeding September 30, or such other annual period as may be prescribed by law from time to time for the Issuer. "Governmental Funds" means all of the "governmental funds" of the Issuer as described and identified in the audited financial statements of the Issuer. "Governmental Fund Revenues" means total revenues of the Issuer derived from an source whatsoever and that are allocated to and accounted for in the Governmental Funds. "Issuer" or "County" means St. Lucie County, Florida. "Maturity Date" means October 1, 2029. "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. 'Net Non -Ad Valorem Revenues Available For Debt Service' means the Non -Ad Valorem Revenues minus Adjusted Essential Expenditures. 'Note' means the Issuer's Capital Improvement Revenue Note, Series 2021 authorized by Section 4 hereof. 2 "Note Counsel" means Bryant Miller Olive P.A., or other nationally recognized bond counsel firm. "Original Purchaser" means Truist Bank, the original purchaser of the Note, or its successor or assigns. "Owner" or "Owners" means the Person or Persons in whose name or names the Note shall be registered on the books of the Issuer kept for that purpose in accordance with provisions of the Resolution. The Original Purchaser shall be the initial Owner. "Permitted Investments" means any legal investments under the laws of the State and the written investment policy of the Issuer. "Permitted Lender" means any affiliate of the Original Purchaser or any bank, trust company, savings institution, insurance company, accredited investor, or qualified institutional buyer under Rule 144A,promulgated under the Securities Act of 1933. "Person" means an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or governmental entity. "Pledged Revenues" means the Non -Ad Valorem Revenues budgeted, appropriated and deposited as provided herein, and amounts on deposit from time to time in the Debt Service Fund and the Project Fund as provided herein. "Principal Office" means, with respect to the Original Purchaser, the office located at 5130 Parkway Boulevard Plaza, Charlotte, NC 28217, or such other address as the Owner may designate to the Issuer in writing. "Project" means the beach and dune restoration project on South Hutchinson Island contemplated hereunder which entails placement of sand with native dune vegetation planted in the restored dune crest over about 3.4 miles of St. Lucie County's Atlantic shoreline, including the cost of any easements or other property interests necessary or convenient therefor, the costs of labor and material to complete construction, engineering and legal expenses, fiscal expenses, expenses for estimates of costs and revenues, expenses for plans, specifications and surveys, interest during construction, if any, contingencies, financing costs, monitoring costs, administration expenses and all other necessary miscellaneous expenses. "Project Fund" means the Project Fund established with respect to the Note pursuant to Section 9 hereof. "State" means the State of Florida. 3 SECTION 3. Findings. It is hereby ascertained, determined and declared as follows: (A) The Issuer previously issued a request for proposals seeking a loan with which to finance the costs of the Project, in response to which the Original Purchaser submitted a proposal dated July 7, 2021, a copy of which is attached hereto as Exhibit A (the "Proposal"). (B) In accordance with the Proposal, the Original Purchaser is willing to provide the Issuer with a loan in an amount not to exceed $4,560,000 (the "Loan") based on the terms set forth in the Proposal. (C) The Loan shall be evidenced by the Issuer's Capital Improvement Revenue Note, Series 2021, authorized hereunder. (D) Due to the nature of the security for the Note, the size of the Loan, the willingness of the Original Purchaser to purchase the Note at interest rates favorable to the Issuer and the critical importance of timing of the sale of the Note, it is hereby determined under Section 218.385 that it is in the best interest of the public and the Issuer to accept the offer of the Original Purchaser to purchase the Note at a negotiated sale pursuant to the terms of the Proposal and the Note. (E) Debt service on the Note will be secured by the Issuer's covenant to budget and appropriate Non -Ad Valorem Revenues and by a pledge of the Pledged Revenues as provided herein. (F) Debt service on the Note and all other payments hereunder shall be payable from and secured solely by moneys deposited in the manner and to the extent provided herein. The Issuer shall never be required to levy ad valorem taxes or use the proceeds thereof to pay debt service on the Note or to make any other payments to be made hereunder or to maintain or continue any of the activities of the Issuer which generate user service charges, regulatory fees or any other Non -Ad Valorem Revenues. The Note shall not constitute a lien on any property owned by or situated within the limits of the Issuer. (G) It is estimated that Non -Ad Valorem Revenues will be available after satisfying funding requirements for obligations having an express lien on or pledge thereof and after satisfying funding requirements for essential governmental services of the Issuer, in amounts sufficient to provide for the payment of the principal of and interest on the Note and all other payment obligations hereunder. (H) The Project is a capital project appropriately undertaken by the Issuer under the Act and the Issuer hereby authorizes the Project and the capital expenditures necessary to complete the Project. (I) The Issuer hereby determines that it is necessary, desirable and in the best interests of the Issuer and its inhabitants that the Issuer undertake the Project and that the Project and 2 financing thereof through issuance of the Note will serve the essential public purposes of the Issuer. SECTION 4. Authorization of Note. Subject and pursuant to the provisions of this Resolution, an obligation of the Issuer to be known as "St. Lucie County, Florida Capital Improvement Revenue Note, Series 2021" is hereby authorized to be issued under and secured by this Resolution, in a principal amount not to exceed $4,560,000 for the purpose of providing funds, together with other legally available funds of the Issuer, to finance the costs of the Project and pay the costs of issuance of the Note. Prior to the issuance of the Note, the Issuer shall receive a Purchaser's Certificate from the Original Purchaser in substantially the form attached hereto as Exhibit B and a Disclosure Letter from the Original Purchaser containing the information required by Section 218.385, Florida Statutes, in substantially form attached hereto as Exhibit C. SECTION 5. Description of Note. The Note shall be dated the date of its execution and delivery, which shall be a date agreed upon by the Issuer and the Original Purchaser, subject to the following terms: (A) Interest Rate. The fixed interest rate on the Note shall be 1.40% per annum calculated on the basis of a 360-day comprised of twelve 30-day months, subject to adjustment as provided in the Note (the "Interest Rate"); provided, however the Interest Rate shall in no event exceed the maximum interest rate permitted by law. B) Principal and Interest Payment Dates. Principal on the Note shall be paid each October 1, commencing on October 1, 2022. Interest on the Note shall be paid each April 1 and October 1, commencing on April 1, 2022. All unpaid principal on the Note shall be paid on the Maturity Date unless earlier prepaid. (C) Prepayment of the Note. The Note may be subject to prepayment as provided in the Note. (D) Authorization and Form of the Note. The Issuer hereby authorizes the Chair to execute and deliver, and the County Clerk or any assistant or deputy County Clerk to attest, on behalf of the Issuer, the Note in substantially the form attached hereto as Exhibit D, with such changes, insertions, and additions as they may approve in consultation with the County Attorney, their execution thereof being evidence of such approval, for purposes of providing financing for the Project and paying costs associated with issuing the Note. The approval of execution given herein includes the approval of the Issuer to allow the Chair to execute and deliver, and the Clerk to attest, any requested documents on behalf of the Issuer with respect to the issuance of the Note. The Chair shall have the authority to determine the final amount of the Note, provided that such final amount shall not exceed $4,560,000. (E) Original Denomination. The Note shall originally be issued in a single denomination equal to the original principal amount thereof. 5 SECTION 6. Registration and Exchange of Note; Persons Treated as Owner. The Note is initially registered to the Original Purchaser. So long as the Note shall remain unpaid, the Issuer will keep books for the registration and transfer of the Note. The Note shall be transferable only upon such registration books and only in whole to a Permitted Lender in a single denomination equal to the principal amount of the Note. The Person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on the Note 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 the Note 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 Note at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof. The Note is secured by a pledge of and lien upon the Pledged Revenues in the manner and to the extent described herein. The Note 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 Note shall ever have the right to compel the exercise of any ad valorem taxing power or taxation of any real or personal property thereon or the use or application of ad valorem tax revenues to pay such Note, or be entitled to payment of such Note from any funds of the Issuer except from the Pledged Revenues as described herein. SECTION 8. Covenant to Budget, Appropriate and Deposit, Debt Service Fund. (A) Subject to the next paragraph, the Issuer covenants and agrees and has a positive and affirmative duty to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues, and to deposit into the Debt Service Fund (hereinafter created) amounts sufficient to pay principal of and interest on the Note and all other payments due hereunder not being paid from other amounts as the same shall become due. Such covenant and agreement on the part of the Issuer to budget, appropriate and deposit 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, deposited and actually paid. No lien upon or pledge of such budgeted Non -Ad Valorem Revenues shall be in effect until such monies are budgeted, appropriated and deposited as provided herein. The Issuer further acknowledges and agrees that the obligations of the Issuer to include the amount of such amendments in each of its annual budgets and to pay such amounts from Non -Ad Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the remedies set forth herein. (B) Until such monies are budgeted, appropriated and deposited as provided herein, 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 R Valorem Revenues, nor does it give the Owner of the Note a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the Issuer. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the prior 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). Anything in this Resolution to the contrary notwithstanding, it is understood and agreed that all obligations of the Issuer hereunder shall be payable from the portion of Non -Ad Valorem Revenues budgeted, appropriated and deposited as provided for herein and nothing herein shall be deemed to pledge ad valorem taxing power or ad valorem tax revenues or to permit or constitute a mortgage or lien upon any assets owned by the Issuer and no Owner of the Note nor any other Person, may compel the levy of ad valorem taxes on real or personal property within the boundaries of the Issuer or the use or application of ad valorem tax revenues in order to satisfy any payment obligations hereunder. The obligation of the Issuer to budget, appropriate, deposit and make payments hereunder from its Non -Ad Valorem Revenues is subject to the availability of Non -Ad Valorem Revenues after the satisfaction of the funding requirements for obligations having an express lien on or pledge of such revenues and the funding requirements for essential governmental services of the Issuer. Notwithstanding any provisions of this Resolution or the Note to the contrary, the Issuer shall never be obligated to maintain or continue any of the activities of the Issuer which generate user service charges, regulatory fees or any Non -Ad Valorem Revenues. Until such monies are budgeted, appropriated and deposited as provided herein, neither this Resolution nor the obligations of the Issuer hereunder shall be construed as a pledge of or a lien on all or any legally available Non -Ad Valorem Revenues of the Issuer, but shall be payable solely as provided herein and is subject to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Issuer and is further subject in all respects to the restrictions of Section 129.07, Florida Statutes (which make it unlawful for any county to expend moneys not appropriated and in excess of such county's current budgeted revenues) insofar as there are not sufficient Non -Ad Valorem Revenues to comply with such covenant after the satisfaction of the funding requirements for obligations having an express lien on or pledge of such revenues and the funding requirements for essential governmental services of the Issuer. (C) There is hereby created and established the "St. Lucie County, Florida Capital Improvement Revenue Note, Series 2021 Debt Service Fund" (the "Debt Service Fund"), which fund shall be a trust fund held by the County Clerk, which shall be held solely for the benefit of the Owner as provided herein. The money in the Debt Service Fund shall be continuously secured in the same manner as state and municipal deposits are authorized to be secured by the laws of the State. The designation and establishment of the Debt Service Fund in and by this Resolution shall not be construed to require the establishment of a 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 and assets of the Issuer for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided. 7 (D) The Issuer may at any time and from time to time appoint one or more depositaries to hold, for the benefit of the Owner of the Note, the Debt Service Fund established hereby. Such depository or depositaries shall perform at the direction of the Issuer the duties of the Issuer in depositing, transferring and disbursing moneys to and from such Debt Service Fund as herein set forth, and all records of such depository in performing such duties shall be open at all reasonable times to inspection by the Owner of the Note. Any such depository shall be a bank or trust company duly authorized to exercise corporate trust powers and subject to examination by federal or state authority, of good standing, and having a combined capital, surplus and undivided profits aggregating not less than fifty million dollars ($50,000,000). (E) Until applied in accordance with this Resolution, the Non -Ad Valorem Revenues of the Issuer on deposit in the Debt Service Fund and other amounts on deposit from time to time in the funds and accounts established herein, plus any earnings thereon, shall be pledged to the repayment of the Note. SECTION 9. Application of Note Proceeds. (A) Together with other legally available funds of the Issuer, proceeds from the sale of the Note shall be used to finance the costs of the Project and pay the costs of issuance of the Note. At the time of delivery of the Bond herein authorized, all of the proceeds from the sale of the Bond shall be applied as follows: (1) The Issuer shall pay all or a portion of the costs and expenses in connection with issuance of the Note. (2) The remaining proceeds of the Note shall be deposited into the Project Fund established hereunder and used to finance the costs of the Project. (B) The Issuer covenants and agrees to establish a special fund to be designated "St. Lucie County, Florida Capital Improvement Revenue Note, Series 2021 Project Fund" (the "Project Fund"). The designation and establishment of the Project Fund and any other fund or account by this Resolution shall not be construed to require the establishment of a 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 assets of the Issuer for certain purposes and to establish certain priorities for application of such assets as herein provided. Amounts on deposit from time to time in the Project Fund, plus any earnings thereon, are pledged to the repayment of the Note. (C) The funds and accounts created and established by this Resolution shall constitute trust funds for the purpose provided herein for such funds. Moneys on deposit to the credit of all funds and accounts created hereunder may be invested pursuant to applicable law and the Issuer's written investment policy and shall mature not later than the dates on which such moneys shall be needed to make payments in the manner herein provided. The securities so purchased as an investment of funds shall be deemed at all times to be a part of the account from which the said investment was withdrawn, and the interest accruing thereon and any profit realized therefrom shall be credited to such fund or account, except as expressly provided in this Resolution, and any loss resulting from such investment shall likewise be charged to said fund or account. (D) Moneys in the Debt Service Fund and/or the Project Fund may be invested and reinvested in the Permitted Investments which mature not later than the dates on which the moneys on deposit therein will be needed for the purpose of such fund. Investment income accrued in the Debt Service Fund shall be used to pay debt service on the Note and investment income accrued in the Project Fund shall be used to pay costs of the Project or debt service on the Note. (E) After the completion of the Project, in the event proceeds of the Note remain unexpended, such funds shall be used to prepay principal of the Note. Until so applied, any investment of funds on deposit therein shall be at a yield less than the yield on the Note. SECTION 10. Tax Covenant. The Issuer covenants to the Owner of the Note provided for in this Resolution that the Issuer will not make any use of the proceeds of the Note at any time during the term of the Note which would cause the Note 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 Note from the gross income of the Owner thereof for purposes of federal income taxation. SECTION 11. Amendment. No modification or amendment of this Resolution or of any resolution supplemental hereto may be made without the consent in writing of the Owner. SECTION 12. 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 Note is 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. SECTION 13. Note Mutilated, Destroyed, Stolen or Lost. In case the Note shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Note, or in lieu of and in substitution for the Note 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 Note so mutilated, destroyed, stolen or lost shall be canceled upon the issuance of the new Note. SECTION 14. Anti -Dilution Test. The Issuer will not issue any additional obligations payable from the Non -Ad Valorem Revenues, nor voluntarily create or cause to be created any 6 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 Issuer certifies that 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. Within this Section, for the purpose of calculating annual debt service on any indebtedness which bears interest at a variable rate, such indebtedness shall be deemed to bear interest at the greater of (i) 1.25 times the most recently published Revenue Bond Index of The Bond Buyer, or (ii)1.25 times actual average interest rate during the prior Fiscal Year of the Issuer. In the event any additional obligations are issued for the purpose of refunding any debt then outstanding, the conditions of this anti -dilution 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 obligation. SECTION 15. Budget and Financial Information. At no cost to the Owner, the Issuer shall provide the Owner of the Note with annual audited financial statements for each Fiscal Year of the Issuer when available and in no event later than 270 days after the close of such Fiscal Year, prepared in accordance with applicable law and generally accepted accounting principles and audited by an independent certified public accountant. In addition, the Issuer shall provide to the Owner (at no cost to the Owner) of the Note the annual budget within 45 days of its adoption, and such other financial and budget information as may be reasonably requested by the Owner from time to time. All accounting terms not specifically defined or specified herein shall have the meanings attributed to such terms under generally accepted accounting principles as in effect from time to time, consistently applied. SECTION 16. Events of Default; Remedies of Owner. The following shall constitute "Events of Default": (i) if the Issuer fails to pay any payment of principal of or interest on the Note as the same becomes due and payable; (ii) if the Issuer defaults in the performance or observance of any covenant or agreement contained in this Resolution or the Note (other than set forth in (i) above or (iii) or (iv) below) and fails to cure the same within thirty (30) days following written notice thereof; (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 ninety (90) days undismissed or undischarged; or (iv) any representation or warranty made in writing by or on behalf of the Issuer is false or incorrect in any material respect on the date made or reaffirmed. Upon the occurrence and during the continuation of any Event of Default, the Owner of the Note may, in addition to any other remedies set forth in this Resolution or the Note, either at 10 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, 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. In case of an Event of Default pursuant to (i) above, from and after five (5) days after the due date, the interest rate shall increase to the Default Rate while the payment default has occurred and is ongoing. "Default Rate' means the rate of interest that would be borne by this Note but for the existence of a payment default, plus 2.00%. SECTION 17. Intent to Reimburse. The Board hereby expresses its intention that the Issuer be reimbursed from the proceeds of the Note for any costs incurred in connection with the Project prior to the issuance of the Note. SECTION 18. Severability. If any one or more of the covenants, agreements or provisions of this Resolution should 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 separate from the remaining covenants, agreements or provisions and in no way affect the validity of all the other provisions of this Resolution of the Note issued hereunder. SECTION 19. Business Days. In any case where the due date of interest on or principal of a Note 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 20. Applicable Provisions of Law; Waiver of Jury Trial. This Resolution shall be governed by and construed in accordance with the laws of the State of Florida. The Issuer and the Original Purchaser, as evidenced by acceptance of the Note, shall each consent to Florida jurisdiction and each agree to waiver trial by jury in any action arising under this Resolution or Note. SECTION 21. 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 22. 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. 11 SECTION 23. No Personal Liability. Neither the members of the Board, any employees or officials of the Issuer, nor any person executing the Note shall be personally liable therefor or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 24. 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 Note and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents, and contracts on behalf of the Issuer that are necessary or desirable in connection with the execution and delivery of the Note, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution. SECTION 25. No Third Party Beneficiaries. Except such other persons as may be expressly described in this Resolution or in the Note, nothing in this Resolution or in the Note, 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 Note, all provisions thereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Persons who shall from time to time be the Owner. SECTION 26. Resolution to Constitute a Contract. In consideration of the acceptance of the Note authorized to be issued hereunder by the Owner, this Resolution shall be deemed to be and shall constitute a contract between the Issuer and the Owner. The covenants and agreements herein set forth to be performed by the Issuer shall be for the benefit, protection and security of the Owner. The Issuer covenants with the Owner of the Note that it will not, without the written consent of the Owner of the Note, enact or adopt any ordinance or resolution which repeals, impairs or amends in any manner adverse to the Owner the rights granted to the Owner of the Note hereunder. SECTION 27. Severability. If any provision of this Resolution is held or deemed to be or in fact, is illegal, inoperative or unenforceable in any context, it will not affect any other provision of this Resolution or render any other provision (or such provision in any other context) invalid, inoperative or unenforceable to any extent. SECTION 28. No Advisory or Fiduciary Relationship. In connection with the Original Purchaser's purchase of the Note, and all aspects of each transaction contemplated hereunder (including in connection with any amendment, waiver or other modification hereof), the Issuer acknowledges and agrees, that: (a) (i) the Issuer has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (ii) the Issuer is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby, (iii) the Original Purchaser is not acting as a municipal advisor or financial advisor to the Issuer, and (iv) the Original Purchaser has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act to the Issuer with respect to the transactions contemplated 12 hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Original Purchaser has provided other services or is currently providing other services to the Issuer on other matters); (b) (i) the Original Purchaser is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the Issuer or any other Person and (ii) the Original Purchaser has no obligation to the Issuer with respect to the transactions contemplated hereby except those obligations expressly set forth herein; and (c) the Original Purchaser may be engaged in a broad range of transactions that involve interests that differ from those of the Issuer, and the Original Purchaser has no obligation to disclose any of such interests to the Issuer. The Issuer acknowledges that the Original Purchaser is purchasing the Note pursuant to and in reliance upon the bank exemption and/or the institutional buyer exemption provided under the municipal advisor rules of the Securities and Exchange Commission, Rule 15Ba1-1 et seq, to the extent that such rules apply to the transactions contemplated hereunder. [Remainder of Page Intentionally Left Blank] 13 SECTION 29. Effective Date. This Resolution shall become effective upon enactment on the second and final reading. AFTER MOTION AND SECOND, the vote on this Resolution was as follows: Chair Chris Dzadovsky Vice Chair Sean Mitchell Commissioner Cathy Townsend Commissioner Linda Bartz Commissioner Frannie Hutchinson PASSED AND DULY ADOPTED this 27th day of July, 2021. AYE AYE AYE AYE AYE BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA &�4zlz Chair ATTEST: Aia �Ilu coy s� Deputy Clerk V s z m APPROVED AS TO FORM CORRECTNESS: coLMry, Foe`°* %-~�—p laa County Attorney 14 EXHIBIT A LOAN PROPOSAL BT Branch Banking & Trust Company Governmental Finance 5130 Parkway Plaza Boulevard Charlotte, North Carolina 28217 Phone (704) 954-1700 Fax (704) 954-1799 July 7, 2021 Ms. Jennifer Hill St. Lucie. County, FL 2300 Virginia Ave. Ft. Pierce, FL 34982 Dear Ms. 14111: Truist Bank ("Lender") is pleased to offer this proposal for the financing requested by St. Lucie County, FL ("Borrower"). PROJECT- Capital Improvement Revenue Note, Series 2021 AMOUNT: $4,560,000.00 MATURITY DATE: October 1, 2027 October 1, 2029 INTEREST RATE: 1.07% (2027 Maturity; Bank Qualified) 1.13% (2027 Maturity; Non -Bank Qualified) 1.32% (2029 Maturity; Bank Qualified) I A0% (2029 Maturity, Non -Bank Qualified) TAX STATUS: Tax Exempt PAYMENTS: Interest: Semi -Annual Principal: Annual INTEREST RATE CALCULATION: 30/360 SECURITY: Covenant to Budget and Appropriate legally available non -ad valorem revenues of the Borrower PREPAYMENT TERMS: Prepayable in whole at any time without penalty DEBT SERVICE COVERAGE/ ABT: 1,50X RATE EXPIRATION: August 26, 2021 A-1 bOC11MENTATIONI LEGAL REVIEW FEE: $7,500 FUNDING: The financing shall be fully funded at closing and allow for a maximum of four funding disbursements in the form of wires or checks. DOCUMENTATION: It shall be the responsibility of the Borrower to retain and compensate counsel to appropriately structure the financing documents according to Federal and State statutes. Documents shall include provisions that will outline appropriate changes to be implemented in the event that this transaction is determined to be taxable in accordance with the Internal Revenue Code. These provisions must be acceptable to Lender. In the event of default, any amount due, and not yet paid, shall bear interest at a default rate equal to the interest rate on the Capital Improvement Revenue Note, Series 2021 plus 2% per annum from and after five (5) days after the date due. Lender shall also require the Borrower to provide an unqualified bond counsel opinion, a no litigation certificate, and evidence of IRS Form 8038 filing. Lender and its counsel reserve the right to review and approve all documentation before closing. Lender will not be required to present the bond for payment. REPORTING REQUIREMENTS: Lender will require financial statements to be delivered within 270 days after the conclusion of each fiscal year-end throughout the term of the financing or in accordance with state requirements. Lender shall have the right to cancel this offer by notifying the Borrower of its election to do so (whether this offer has previously been accepted by the Borrower) if at any time prior to the closing there is a material adverse change in the Borrower's financial condition, if we discover adverse circumstances of which we are currently unaware, if we are unable to agree on acceptable documentation with the Borrower or if there is a change in law (or proposed change in law) that changes the economic effect of this financing to Lender. Costs of counsel for the Borrower and any other costs will be the responsibility of the Borrower. The stated bank qualified interest rates assume that the Borrower expects to borrow no more than $10,000,000 in the current calendar year and that the financing will qualify as qualified tax-exempt financing under the Internal Revenue Code. Lender reserves the right to terminate this bid or to negotiate a mutually acceptable interest rate if the financing is not qualified tax-exempt financing. We appreciate the opportunity to offer this financing proposal. Please call me at (803) 413-4991 with your questions and comments. We look forward to hearing from you. Sincerely, firuist Bank Andrew G. Smith Senior Vice President A-2 ST. LUCIE COUNTY, FLORIDA - REQUEST FOR PROPOSALS CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2021 jNot to Exceed $4,560,000) RFP DATED: June 10, 2021 Addendum No.1 June 17, 2021 The following Addendum items are amendments and/or supplements to the original RFP and shall be considered as an integral part of said RFP documents and bindings thereon as if bound therein. The original RFP requested interest rates on a non -bank qualified basis. This addendum serves to provide notice that the County would like to receive interest rates based on a non -bank qualified AND bank qualified basis. Which option to implement will be based on the proposals received. Bidder to acknowledge this addendum in their RFP response and/or by submission of this form with their RFP response. Company Name: Truist Bank Authorized Signature: Addendum 1, Page 1 A-3 EXHIBIT B FORM OF PURCHASER'S CERTIFICATE This is to certify Truist Bank (the "Lender") has made a loan (the "Loan') to St. Lucie County, Florida (the "Issuer"). The Loan is evidenced by the Issuer's $ Capital Improvement Revenue Note, Series 2021 dated ' 2021 (the "Note"). The Lender acknowledges that the Loan is being made as a direct loan and not through the purchase of municipal securities. Any capitalized terms not otherwise defined herein shall have the meanings set forth in a resolution duly adopted by the Board of County Commissioners of the Issuer on July 27, 2021 (the "Resolution"). We are aware that investment in the Loan involves various risks, that this Note is not a general obligation of the Issuer or payable from ad valorem tax revenues, and that the repayment of the Loan is secured solely from the sources described in the Resolution (the "Loan Security"). We are a sophisticated investor and have made such independent investigation of the Loan Security as we, in the exercise of sound business judgment, consider to be appropriate under the circumstances. We have been provided access to and have reviewed all information about the Issuer we deemed necessary and are not relying on disclosures from the Issuer. In making our lending decision, we have relied upon the accuracy of information which has been provided to us by the Issuer We are a qualified institutional investor having knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of lending funds to the Issuer. We are an "accredited investor" as such term is defined in the Securities Act of 1933, as amended, and Regulation D thereunder. The Lender 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 Loan and no inference should be drawn that the Lender, in the acceptance of said Note, is relying on the Note Counsel or the County Attorney, as to any such matters other than the legal opinion rendered by such parties. We acknowledge that no CUSIP numbers or credit ratings have been obtained with respect to the Note. We further acknowledge that we are making the Loan for our own account, we do not currently intend to syndicate the Loan, we will take no action to cause the Note to be characterized as a security, we will not treat the Loan as a municipal security for purposes of the securities law, the Loan will not be used in the future on a securitized transaction and is not a municipal security. M. We understand that the Loan is evidenced by the Note and the Note is issued in a single denomination equal to the principal amount of the Loan and may only be transferred in whole to a Permitted Lender in a single denomination equal to the principal amount of the Note. We are not acting as a broker or other intermediary and are funding the Loan with our own capital and for our own account and not with a present view to a resale or other distribution to the public. We are a bank as contemplated by Section 517.061(7), Florida Statutes. We are not purchasing the Note 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. This Certificate is furnished by us as Lender based solely on our knowledge on the day hereof and is solely for the benefit of the Issuer and may not be relied upon by, or published or communicated to, any other person without our express written consent. We disclaim any obligation to supplement this letter to reflect any facts or circumstances that may hereafter come to our attention. DATED this day of , 2021. TRUIST BANK By: Name: Title: EXHIBIT C FORM OF DISCLOSURE LETTER The undersigned, as purchaser, proposes to negotiate with St. Lucie County, Florida (the "Issuer") for the purchase of its St. Lucie County, Florida Capital Improvement Revenue Note, Series 2021 (the "Note") in the principal amount of $ . Prior to the award of the Note, the following information is hereby furnished to the Issuer: 1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred for services rendered to us (the "Lender") in connection with the issuance of the Note (such fees and expenses to be paid by the Issuer): Legal Fees: Greenspoon Marder, P.A. $7,500.00 2. (a) No other fee, bonus or other compensation is estimated to be paid by the Lender in connection with the issuance of the Note to any person not regularly employed or retained by the Lender (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Lender, as set forth in paragraph (1) above. (b) No person has entered into an understanding with the Lender, or to the knowledge of the Lender, with the Issuer, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Lender or to exercise or attempt to exercise any influence to affect any transaction in the purchase of the Note. $0. 3. The amount of the underwriting spread expected to be realized by the Lender is 4. The management fee to be charged by the Lender is $0. 5. Truth -in -Bonding Statement: The Note is being issued primarily to finance the costs of the Project (as such term is defined in the Resolution) and pay the cost of issuance of the Note. Unless earlier redeemed, the Note is expected to be repaid by October 1, 2029; at an interest rate of 1.40% per annum, total interest paid over the life of the Note is estimated to be C-1 The Note will be payable solely from the Non -ad Valorem Revenues budgeted, appropriated and deposited as provided in a resolution duly adopted by the Board of County Commissioners of the Issuer on July 27, 2021 (the "Resolution"). Issuance of the Note is estimated to result in an annual average of approximately $ of revenues of the Issuer not being available to finance the other services of the Issuer during the life of the Note. This paragraph is provided pursuant to Section 218.385, Florida Statutes. 6. The name and address of the Lender is as follows: Truist Bank 5130 Parkway Plaza Boulevard Charlotte, North Carolina 28217 This Disclosure Letter is for informational purposes only and shall not affect or control the actual terms of the Note. IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter on behalf of the Lender this day of 2021. TRUIST BANK By: Name: Title: C-2 EXHIBIT D FORM OF NOTE , 2021 $ ST. LUCIE COUNTY, FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2021 KNOW ALL MEN BY THESE PRESENTS that St. Lucie County, Florida (the "Issuer"), a political subdivision of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of Truist Bank or registered assigns (hereinafter, the "Owner"), the principal sum of $ , together with interest on the principal balance at the "Interest Rate" described below; provided, however, that such interest rate shall in no event exceed the maximum interest rate permitted by applicable law. This Note shall bear interest at a fixed rate equal to % subject to adjustment as herein provided. Interest shall be calculated on the basis of a 360-day comprised of twelve 30-day months. All of the unpaid principal on this Note shall be due on the "Maturity Date" of October 1, 2029. Interest shall be payable to the Owner on each April 1 and October 1, commencing on April 1, 2022. Principal on this Note shall amortize on October 1 of the following years and amounts. Principal Year Payment 2022 $ 2023 2024 2025 2026 2027 2028 2029 If any date for the payment of principal and interest hereon shall fall on a day which is not a Business Day 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 Note shall apply first to accrued interest, then to other charges due the Owner under the Resolution or this Note, and the balance thereof shall apply to principal. D-1 THIS NOTE 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 NOTE THAT SUCH OWNER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE ISSUER OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN OR USE OR APPLICATION OF AD VALOREM TAX REVENUES OF THE ISSUER FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS NOTE OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION. This Note is issued pursuant to the Constitution of the State of Florida, Chapter 125, Florida Statutes, and other applicable provisions of law, County Ordinance No. 87-77, as amended, a resolution duly adopted by the Board of County Commissioners of the Issuer on July 27, 2021 (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 in the Event of Default are by this reference thereto incorporated herein as a part of this Note. Payment of this Note is secured by a covenant to budget, appropriate and deposit Non -Ad Valorem Revenues of the Issuer, in the manner and to the extent described in the Resolution. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. In the event of a Determination of Taxability, the interest rate shall be subject to a full gross -up modification, as determined by the Owner (the "Taxable Rate"), effective retroactively to the date on which such Determination of Taxability was made. In addition, upon a Determination of Taxability, the Issuer agrees to pay to the Owner subject to such Determination of Taxability the Additional Amount upon demand. "Additional Amount" means (i) the difference between (a) interest on this Note for the period commencing on the date on which the interest on this Note ceased to be excludable from gross income for federal income tax purposes and ending on the earlier of the date this Note ceased to be outstanding or such adjustment is no longer applicable to this Note (the "Taxable Period") at a rate per annum equal to the Taxable Rate, and (b) the aggregate amount of interest paid on this Note for the Taxable Period under the provisions of this Note without considering the Determination of Taxability, plus (ii) any penalties and interest paid or payable by such Owner to the Internal Revenue Service by reason of such Determination of Taxability. As used herein, "Determination of Taxability" means (i) a final decree or judgment of any federal court or a final action of the Internal Revenue Service or of the United States Treasury Department determining that any interest payable on this Note is includable in the gross income of the Owner or (ii) an opinion of Note Counsel to the effect that any interest payable on this Note is includable in the gross income of the Owner in either case, based only on an action or inaction by the Issuer and not based on a change in law. No such decree, action or opinion shall be considered final for the purposes of this paragraph unless the Issuer has been given written notice thereof and, if it is so desired by the Issuer and is legally permissible, the Issuer has been afforded the opportunity to contest the same, at its own expense, either directly or in the name of the Owner and until the conclusion of any appellate review, if sought. D-2 In the event of a payment default, from and after five (5) days after the due date, the interest rate shall increase to the Default Rate while the payment default has occurred and is ongoing. "Default Rate" means the rate of interest that would be borne by this Note but for the existence of a payment default, plus 2.00%. Notwithstanding anything herein to the contrary, such interest rate shall in no event exceed the maximum interest rate permitted by law. A final payment in the amount of the entire unpaid balance, together with all accrued and unpaid interest thereon, shall be due and payable in full on the Maturity Date. Presentation or surrender of this Note shall not be required for payments of principal on the Maturity Date or upon earlier redemption, but the Owner shall provide the Issuer with the original of this Note, marked "Paid in Full" or its equivalent, within a reasonable period of time thereafter. This Note shall be prepayable in whole at the option of the Issuer at any time without penalty or premium. This Note shall be prepayable in part at the option of the Issuer on any interest or principal payment date, or on such other date as may be agreed to by the Owner, without penalty or premium. Any prepayment in part shall be applied pro rata to each maturity of principal, unless otherwise agreed to by the Issuer and the Owner in writing, and the Issuer's Financial Advisor shall prepare a new principal amortization schedule reflecting the partial payment which shall be affixed to and made a part of this Note. This Note 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 Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. D-3 IN WITNESS WHEREOF, St. Lucie County, Florida has issued this Note and has caused the same to be executed by the manual signature of the Chair and the County Manager, attested by the manual signature of its County Clerk, and its official seal or a facsimile thereof to be affixed or reproduced hereon, all as of the _ day of 2021. ATTEST: Deputy Clerk [SEAL] BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA Chair APPROVED AS TO FORM: County Attorney D-4