HomeMy WebLinkAbout22-028RESOLUTION NO.22-028
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF ST. LUCIE COUNTY, FLORIDA SUPPLEMENTING
RESOLUTION NO. 13-096 OF THE COUNTY, ADOPTED MAY 21,
2013 (THE "MASTER RESOLUTION"); ACCEPTING THE
PROPOSAL OF TD BANK, N.A. TO PROVIDE THE COUNTY WITH
SEPARATE TERM LOANS IN ORDER TO REFUND THE
COUNTY'S OUTSTANDING SALES TAX REFUNDING REVENUE
BONDS, SERIES 2013A AND SALES TAX REFUNDING REVENUE
BONDS, SERIES 2013B, IN ORDER TO ACHIEVE DEBT SERVICE
SAVINGS; APPROVING THE FORM OF LOAN AGREEMENTS;
AUTHORIZING THE ISSUANCE OF THE ST. LUCIE COUNTY,
FLORIDA TAXABLE SALES TAX REVENUE REFUNDING NOTE,
SERIES 2022A, PURSUANT TO A LOAN AGREEMENT IN THE
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$33,000,000 IN ORDER TO EVIDENCE SUCH LOAN, AND
AUTHORIZING THE ISSUANCE OF THE ST. LUCIE COUNTY,
FLORIDA TAXABLE SALES TAX REVENUE REFUNDING NOTE,
SERIES 2022B, IN THE AGGREGATE PRINCIPAL AMOUNT OF
NOT TO EXCEED $4,500,000 IN ORDER TO EVIDENCE SUCH
LOAN; APPROVING THE FORM OF A BOND PURCHASE AND
EXCHANGE AGREEMENT AND THE ISSUANCE OF TAX-
EXEMPT NOTES IN EXCHANGE FOR THE SERIES 2022A NOTE
AND SERIES 2022B NOTE, RESPECTIVELY; AUTHORIZING THE
REPAYMENT OF SUCH NOTES FROM A PLEDGE OF THE
PLEDGED FUNDS UNDER THE MASTER RESOLUTION;
DELEGATING CERTAIN AUTHORITY TO THE CHAIRMAN, THE
COUNTY ADMINISTRATOR, CLERK AND OTHER OFFICERS OF
THE COUNTY FOR THE AUTHORIZATION, EXECUTION AND
DELIVERY OF THE LOAN AGREEMENTS, THE BOND
PURCHASE AND EXCHANGE AGREEMENT, THE NOTES AND
VARIOUS OTHER DOCUMENTS WITH RESPECT THERETO;
AUTHORIZING THE EXECUTION AND DELIVERY OF AN
ESCROW DEPOSIT AGREEMENT AND THE APPOINTMENT OF
AN ESCROW AGENT THERETO; AND PROVIDING FOR AN
EFFECTIVE DATE FOR THIS RESOLUTION.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
ST. LUCIE COUNTY, FLORIDA:
SECTION 1. DEFINITIONS. When used in this Resolution, capitalized
terms not otherwise defined herein shall have the meanings set forth in the Loan
Agreements (as defined herein) and the Master Resolution (as defined herein), unless the
context clearly indicates a different meaning.
"Act" shall mean the Florida Constitution, Chapter 125, Florida Statutes, and other
applicable provisions of law.
"Board" shall mean the Board of County Commissioners of St. Lucie County,
Florida.
"Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A., and its successors
and assigns.
"Bond Purchase and Exchange Agreement" shall mean the Bond Purchase and
Exchange Agreement to be executed between the Noteholders or any affiliate of the
Noteholders and the County, which shall be substantially in the form attached hereto as
Exhibit C, as the same may be amended and supplemented from time to time.
"Chairman" shall mean the Chairman of the Board or, in his or her absence or
unavailability, the Vice Chairman of the Board.
"Clerk" shall mean the Clerk of the Circuit Court of St. Lucie County, Florida and
Ex-Officio Clerk of the Board of County Commissioners of the St. Lucie County, Florida
and such other person as may be duly authorized to act on her or his behalf, including any
Deputy Clerk.
"County" shall mean St. Lucie County, Florida.
"County Administrator" shall mean the County Administrator of the County or,
in his or her absence or unavailability, any Assistant County Administrator or a designee
of the County Administrator.
"Financial Advisor" shall mean PFM Financial Advisors LLC, and its successors
and assigns.
"Loan Agreements" shall mean, collectively, the Series 2022 Loan Agreement and
the Series 2023 Loan Agreement.
"Master Resolution" shall mean Resolution No. 13-096 of the Board, adopted May
21, 2013.
"Noteholder" or "Noteholders" or "Holders" or "holder" or any similar term,
when used with reference to a Note, shall mean TD Bank, N.A. and its successors and
assigns.
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"Notes" shall mean, collectively, the 2022A Note and 2022B Note and the 2023A
Note and 2023B Note.
"Refunded Bonds" shall mean, collectively, the Series 2013A Sales Tax Bonds
and Series 2013B Sales Tax Bonds.
"Resolution" shall mean the Master Resolution, as amended and supplemented,
and particularly as supplemented by the 2022 Resolution.
"Series 2013A Sales Tax Bonds" shall mean the St. Lucie County, Florida Sales
Tax Refunding Revenue Bonds, Series 2013A.
"Series 2013B Sales Tax Bonds" shall mean the St. Lucie County, Florida Sales
Tax Refunding Revenue Bonds, Series 2013B.
"Series 2022 Loan Agreement" shall mean the Loan Agreement to be executed
between the initial Noteholder and the County, which shall be substantially in the form
attached hereto as Exhibit B.
"Series 2023 Loan Agreement" shall mean the Loan Agreement to be executed
between the initial Noteholder and the County in connection with the issuance of the 2023A
Note and 2023B Note, which shall be substantially in the form of the Series 2022 Loan
Agreement, and as further described in Section 8(C) hereof.
"2022 Resolution" shall mean this Resolution, as the same may from time to time
be amended, modified or supplemented by a supplemental resolution.
"2022A Note" shall mean the St. Lucie County, Florida Taxable Sales Tax Revenue
Refunding Note, Series 2022A, to be issued pursuant to the 2022 Loan Agreement.
"2022B Note" shall mean the St. Lucie County, Florida Taxable Sales Tax Revenue
Refunding Note, Series 2022B, to be issued pursuant to the 2022 Loan Agreement.
"2023A Note" shall mean the St. Lucie County, Florida Sales Tax Revenue
Refunding Note, Series 2023A, to be issued pursuant to the 2023 Loan Agreement, if
issued.
"2023B Note" shall mean the St. Lucie County, Florida Sales Tax Revenue
Refunding Note, Series 2023B, to be issued pursuant to the 2023 Loan Agreement, if
issued.
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar
terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of
adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption
of this Resolution.
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Words importing the masculine gender include every other gender.
Words importing the singular number include the plural number, and vice versa.
SECTION 2. AUTHORITY FOR THIS RESOLUTION. This Resolution
is adopted pursuant to the provisions of the Act. The County has ascertained and hereby
determined that adoption of this Resolution is necessary to carry out the powers, purposes
and duties expressly provided in the Act, that each and every matter and thing as to which
provision is made herein is necessary in order to carry out and effectuate the purposes of
the County in accordance with the Act and to carry out and effectuate the plan and purpose
of the Act, and that the powers of the County herein exercised are in each case exercised
in accordance with the provisions of the Act and in furtherance of the purposes of the
County.
SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the purchase and acceptance of the 2022A Note and 2022B Note by the
Noteholder, the provisions of this Resolution shall be a part of the contract of the County
with the Noteholder and shall be deemed to be and shall constitute a contract between the
County and the Noteholder. The provisions, covenants and agreements in this Resolution
set forth to be performed by or on behalf of the County shall be for the benefit, protection
and security of the Noteholders.
SECTION 4. FINDINGS. It is hereby ascertained, determined and declared
that:
(A) The County previously issued its Series 2013A Sales Tax Bonds and its
Series 2013B Sales Tax Bonds to refinance the acquisition, construction and equipping of
various capital improvements within the County.
(B) In order to achieve certain debt service savings for the County, the Financial
Advisor for the County solicited bids on behalf of the County from various financial
institutions to provide term loans to the County to refund the Series 2013A Sales Tax Bonds
and Series 2013B Sales Tax Bonds.
(C) The Noteholder submitted its proposal to provide the County with separate
term loans to refund the Refunded Bonds, which proposal was the most favorable proposal
received by the County and is attached hereto as Exhibit A (the "Proposal").
(D) The 2022A Note shall evidence such term loan with respect to the refunding
of the Series 2013A Sales Tax Bonds, and the 2022B Note shall evidence such term loan
with respect to the refunding of the Series 2013B Sales Tax Bonds, and each shall be repaid
solely from the Pledged Funds in the manner and to the extent set forth herein, in the Master
Resolution and in the Series 2022 Loan Agreement, and the ad valorem taxing power of
the County will never be necessary or authorized to pay said amounts.
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(E) If and when issued in exchange for the 2022A Note pursuant to the provisions
of the Bond Purchase and Exchange Agreement and the Series 2023 Loan Agreement, the
2023A Note shall evidence the term loan from the applicable Noteholder and shall be
repaid solely from the Pledged Funds in the manner and to the extent set forth herein, in
the Master Resolution and in the Series 2023 Loan Agreement, and the ad valorem taxing
power of the County will never be necessary or authorized to pay said amounts.
(F) If and when issued in exchange for the 2022B Note pursuant to the provisions
of the Bond Purchase and Exchange Agreement and the Series 2023 Loan Agreement, the
2023B Note shall evidence the term loan from the applicable Noteholder and shall be
repaid solely from the Pledged Funds in the manner and to the extent set forth herein, in
the Master Resolution and in the Series 2023 Loan Agreement, and the ad valorem taxing
power of the County will never be necessary or authorized to pay said amounts.
(G) Due to the potential volatility of the market for municipal obligations such
as the Notes and the complexity of the transactions relating to such Notes, it is in the best
interest of the County to issue the Notes by a negotiated sale to the Noteholder, allowing
the County to sell and issue the Notes at the most advantageous times, rather than at
specified advertised dates, thereby permitting the County to obtain the best possible prices,
terms and interest rates for the Notes.
SECTION 5. AUTHORIZATION OF THE REFUNDING OF THE
REFUNDED BONDS. The refunding of the Refunded Bonds is hereby authorized.
SECTION 6. ACCEPTANCE OF PROPOSAL. The County hereby
accepts the Proposal of the Noteholder to provide the County with separate term loans to
refund the Refunded Bonds, a copy of which Proposal is attached hereto as Exhibit A. The
County Administrator is hereby authorized to execute and deliver any documents required
to formally accept such Proposal and the terms thereof. All actions taken by such officers
or their designees and the Financial Advisor with respect to such Proposal prior to the date
hereof are hereby authorized and ratified. To the extent of any conflict between the
provisions of this Resolution or either of the Loan Agreements and the Proposal, the
provisions of this Resolution and the Loan Agreements shall prevail.
SECTION 7. APPROVAL OF TERM LOANS, FORM OF SERIES
2022 LOAN AGREEMENT, 2022A NOTE AND 2022B NOTE. The County hereby
approves a term loan from the Noteholder in the principal amount of not to exceed
$33,000,000 with respect to the refunding of the Series 2013A Sales Tax Bonds, and a term
loan from the Noteholder in the principal amount of not to exceed $4,500,000 with respect
to the refunding of the Series 2013B Sales Tax Bonds. The terms and provisions of the
Series 2022 Loan Agreement in substantially the form attached hereto as Exhibit B are
hereby approved, with such changes, insertions and additions as the Chairman may
approve. The County hereby authorizes the Chairman to execute and deliver, and the Clerk
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to attest and affix the County seal to, the Series 2022 Loan Agreement substantially in the
form attached hereto as Exhibit B, with such changes, insertions and additions as the
Chairman may approve, his execution thereof being conclusive evidence of such approval.
In order to evidence the loans under the Series 2022 Loan Agreement, it is necessary to
provide for the execution of the 2022A Note and 2022B Note. The Chairman is authorized
to execute and deliver, and the Clerk to attest and affix the County seal to, the 2022A Note
and 2022B Note substantially in the forms attached to the Series 2022 Loan Agreement as
Exhibit A and Exhibit B, respectively, with such changes, insertions and additions as the
Chairman may approve, his execution thereof being evidence of such approval. The 2022A
Note shall have a final maturity of October 1, 2033 and the 2022B Note shall have a final
maturity of October 1, 2025, and each shall bear interest as provided in the Series 2022
Loan Agreement. The Chairman shall determine, with the advice of the Financial Advisor,
the principal amount of the 2022A Note and 2022B Note and the principal repayment
schedule for the 2022A Note and 2022B Note, and all of such terms shall be set forth in
the Series 2022 Loan Agreement, the 2022A Note and 2022B Note.
SECTION 8. APPROVAL OF FORM OF BOND PURCHASE AND
EXCHANGE AGREEMENT, 2023A NOTE, 2023B NOTE AND SERIES 2023
LOAN AGREEMENT. (A) The terms and provisions of the Bond Purchase and
Exchange Agreement in substantially the form attached hereto as Exhibit C are hereby
approved, with such changes, insertions and additions as the Chairman may approve. The
County hereby authorizes the Chairman to execute and deliver, and the Clerk to attest and
affix the County seal to, the Bond Purchase and Exchange Agreement in the form attached
hereto as Exhibit C, with such changes, insertions and additions as the Chairman may
approve, his execution thereof being conclusive evidence of such approval.
(B) The Chairman is authorized, upon the advice of the Financial Advisor and
Bond Counsel, to cause the issuance of the 2023A Note in a principal amount equal to the
then outstanding principal amount of the Series 2022A Note in exchange for and to refund,
on a current basis, the 2022A Note, to the extent and in the manner provided in the Bond
Purchase and Exchange Agreement. The Chairman is authorized to execute and deliver,
and the Clerk to attest and affix the seal to, the 2023A Note substantially in the form of the
2022A Note, with such changes, insertion and additions as may be necessary to conform it
to the Proposal and as the Chairman may approve, his execution thereof being evidence of
such approval. The 2023A Note shall have the same final maturity and amortization
schedule as the Series 2022A Note as of the Exchange Date and shall bear interest as
provided in the Proposal. All of the terms and provisions of the 2023A Note shall be set
forth in the Series 2023 Loan Agreement and the 2023A Note.
(C) The Chairman is authorized, upon the advice of the Financial Advisor and
Bond Counsel, to cause the issuance of the 2023B Note in an aggregate principal amount
equal to the then outstanding principal amount of the Series 2022B Note in exchange for
and to refund, on a current basis, the 2022B Note, to the extent and in the manner provided
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in the Bond Purchase and Exchange Agreement. The Chairman is authorized to execute
and deliver, and the Clerk to attest and affix the seal to, the 2023B Note substantially in
the form of the 2022B Note, with such changes, insertion and additions as may be necessary
to conform it to the Proposal and as the Chairman may approve, his execution thereof being
evidence of such approval. The 2023B Note shall have the same final maturity and
amortization schedule as the Series 2022B Note as of the Exchange Date and shall bear
interest as provided in the Proposal. All of the terms and provisions of the 2023B Note
shall be set forth in the Series 2023 Loan Agreement and the 2023B Note.
(D) The County hereby authorizes the Chairman to execute and deliver, and the
Clerk to attest and affix the County seal to, the Series 2023 Loan Agreement substantially
in the form of the Series 2022 Loan Agreement with such changes, insertions and additions
as may be necessary to conform to the Proposal and to incorporate the transactions
contemplated by the Bond Purchase and Exchange Agreement and as the Chairman may
approve, his execution thereof being conclusive evidence of such approval.
SECTION 9. ESCROW AGENT; AUTHORIZATION OF
EXECUTION AND DELIVERY OF ESCROW AGREEMENT. (A) The Bank of
New York Mellon Trust Company, N.A. is hereby appointed escrow agent with respect to
the refunding of the Refunded Bonds. The Escrow Agreement (the "Escrow Agreement")
substantially in the form attached hereto as Exhibit D, with such omissions, insertions and
variations as may be approved on behalf of the County by the Chairman, such approval to
be evidenced conclusively by the Chairman's execution thereof, is hereby approved and
authorized with respect to the refunding of the Refunded Bonds. The County hereby
authorizes and directs the Chairman to execute, and the Clerk to attest and affix the seal to,
the Escrow Agreement and to deliver the same to The Bank of New York Mellon Trust
Company, N.A. All of the provisions of the Escrow Agreement, when executed, dated and
delivered by or on behalf of the County as authorized herein and by or on behalf of The
Bank of New York Mellon Trust Company, N.A., shall be deemed to be a part of this
Resolution as fully and to the same extent as if incorporated verbatim herein. The
Chairman shall determine, upon the advice of the Financial Advisor, whether to purchase
United States Treasury obligations - State and Local Government Series ("SLGs") or open
market United States Treasury obligations ("Open Market Securities") for deposit to the
escrow fund created under the Escrow Agreement. In connection therewith, the Financial
Advisor, and any affiliate thereof, are each authorized to take all action as is necessary to
subscribe for SLGs or to bid out the provision of Open Market Securities and the County
shall pay all associated fees and costs.
SECTION 10. LIMITED OBLIGATION; NOTES TO CONSTITUTE
"BONDS" UNDER THE MASTER RESOLUTION. The obligation of the County to
repay the Notes is a limited and special obligation payable from the Pledged Funds solely
in the manner and to the extent set forth in the Master Resolution and the Loan Agreements
and shall not be deemed a pledge of the faith and credit or taxing power of the County and
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such obligation shall not create a lien on any property whatsoever of or in the County. The
Notes shall constitute 'Bonds" in all respects under the Master Resolution, and shall be
afforded all rights accruing to Bonds issued thereunder.
SECTION 11. GENERAL AUTHORIZATION. The Chairman, the
County Administrator and the Clerk are authorized to execute and deliver such documents,
instruments and contracts, whether or not expressly contemplated hereby; and the County
Attorney and other employees or agents of the County are hereby authorized and directed
to do all acts and things required hereby or thereby as may be necessary for the full,
punctual and complete performance of all the terms, covenants, provisions and agreements
herein and therein contained, or as otherwise may be necessary or desirable to effectuate
the purpose and intent of this Resolution.
SECTION 12. REPEAL OF INCONSISTENT DOCUMENTS. All
ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict.
SECTION 13. EFFECTIVE DATE. This Resolution shall become effective
immediately upon its adoption.
PASSED, APPROVED AND ADOPTED this 151" day of February, 2022.
ST. LUCIE COUNTY, FLORIDA
(SEAL)
Chairman, Board of County Commissioners
ATTESTED:
-PtvLA,F,,, Clerk of the Board of County
Commissioners
EXHIBIT A
TD BANK, N.A. PROPOSAL
Bank
America's Most Convertlent Bunk*
January 20, 2022
Ms. Jennifer Hill
OMB Director
St. Lucie County
2300 Virginia Ave., Room 228
Ft. Pierce, FL 34982
TD Bank, N.A,
2307 West Kennedy Boulevard
Tampa, FL 33609
Tel: 813-250-3069
Fax:813-258-5622
Robert.Catoe@td.com
Mr. Jay Glover
Managing Director
PFM Financial Advisors LLC
300 S. Orange Ave., Suite 1170
Orlando, FL 32801
RE: St. Lucie County, Florida — Request for Proposal Cinderella Sales Tax Refunding Revenue Bond, Series
2022A and Series 2022B
Dear Ms. Hill and Mr. Glover:
In response to the Request for Proposal for St. Lucie County, Florida, TD Bank, N.A. (the "Bank") is
pleased to submit the following proposal to St. Lucie County, Florida (the "County").
The structure of the proposed Credit Accommodation is outlined in the attached term sheet which
provides a statement of suggested terms, but under no circumstance shall such statement be construed as a
complete summarization of terms necessary for consummation of the proposed Credit Accommodation.
PLEASE NOTE THIS PROPOSAL IS SUBJECT TO FORMAL CREDIT REVIEW AND UNDERWRITING IN
ACCORDANCE WITH THE BANK'S INTERNAL POLICY AND NOTHING HEREIN SHALL CONSTITUTE A
BINDING COMMITMENT TO LEND. Further, we expressly advise you that the Bank has not approved the
Credit Accommodation. The Bank shall not be liable to the County or any other person for any losses, damages
or consequential damages which may result from the County's reliance upon this proposal letter or the proposed
Credit Accommodation, the proposed term sheet or any transaction contemplated hereby.
The Bank's Loan Proposal is subject to acceptance by the County prior to 2:00 pm eastern standard
time on February 18, 2022 and is contingent upon a Loan Closing with mutually acceptable documents between
the County and Bank on or before February 25, 2022, unless otherwise negotiated between the Parties.
This letter, including the terms contained within the proposed Credit Accommodation, is delivered to you
on the condition that its existence and its contents will not be disclosed without our prior written approval, except
(i) as may be required to be disclosed in any legal proceeding or as may otherwise be required by law and on a
confidential and "need to know" basis, to your directors, officers, employees, advisors and agents.
We appreciate this opportunity and are delighted to provide this Proposal. We look forward to working
with you to successfully complete this transaction. My contact information is noted above.
Very truly yours,
TD BANK, N.A.
Robert W. Catoe
Vice President
Internal
TD Bank, N.A.
TERMS AND CONDITIONS OF CREDIT ACCOMMODATION DATED
January 20, 2022 ("Bond")
THIS IS A STATEMENT OF TERMS AND CONDITIONS AND NOT A COMMITMENT TO LEND. ALL CREDIT
ACCOMMODATIONS ARE SUBJECT TO FORMAL CREDIT UNDERWRITING AND APPROVAL.
1. Loan
a) Borrower(s): St. Lucie County, Florida (the "County")
b) Facility: a.) Series 2022A: Bank Loan (the "2022A Bond") issued as a
Cinderella Bond, as described herein.
b.) Series 2022B: Bank Loan (the "20228 Bond") issued as a
Cinderella Bond, as described herein.
c) Purpose: a.) Proceeds will be issued to refund the County's outstanding 2013A
Bonds maturing on and after October 1, 2022 and pay costs of
issuing the 2022A Bond.
b.) Proceeds of the 2022B Bond will be issued to refund the County's
outstanding 2013B Bonds maturing on and after October 1, 2022
and pay costs of issuing the 2022B Bond.
d) Amount: a.) Not to exceed $33,000,000.00 USD
b.) Not to exceed $4,500,000.00 USD
e) Collateral: The 2022A and 2022B Bonds, and the exchanged tax-exempt bonds, if
applicable, and the interest thereon are payable from and secured by, on
parity with any Additional Bonds subsequently issued pursuant to the
Resolution, a lien on and pledge of the Pledged Funds consisting of the
funds distributed to the County from the Local Government Half -Cent
Sales Tax Clearing Trust Fund (the "Pledged Revenues")
f) Settlement
Date: On or Before February 25, 2022
g) Maturity:
a.) October 1, 2033
b.) October 1, 2025
h) Repayment a.) Interest on the 2022A Bond will be paid semi-annually (April 1 and
Terms: October 1), commencing on April 1, 2022 based upon a 30/360
day basis.
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Internal
Principal on the 2022A Bond will be paid annually (October 1),
commencing on October 1, 2022, with final maturity of October 1,
2033 in accordance with the Amortization Schedule attached in
Appendix A.
b.) Interest on the 2022E Bond will be paid semi-annually (April 1 and
October 1), commencing on April 1, 2022 based upon a 30/360
day basis.
Principal on the 2022B Bond will be paid annually (October 1),
commencing on October 1, 2022, with final maturity of October 1,
2025 in accordance with the Amortization Schedule attached in
Appendix A.
Interest Rate: a.) Taxable Fixed Rate: 2.25% until satisfaction of conditions to
exchange the taxable bond and convert to the tax-exempt rate as
described below.
Fixed rate of interest to be determined by adding 0.35% (35 basis
points) to the prevailing seven (7) year Federal Home Loan Bank
of Boston Amortizing Rate. The Interest Rate is provided in the
website link below
https://www.fhlbboston.com/fhlbank-boston/rates#/amortizing
This rate will be held until a settlement date no later than February
25, 2022 so long as the Bank receives notification that it will be
recommended Lender within 3 business days, and the 10-year
USD Swap Rate doesn't increase more than 10 basis points. The
Prepayment option will have to be determined at this time.
The initial taxable rate may be converted to a tax-exempt rate of
1.84%, which based on current tax law we understand can be
within 90 days prior to the first optional redemption date of the
2013A Bond, provided that there shall be no default or event of
default and there shall be delivered to the Bank an opinion of
bond counsel that the interest on the replacement 2022 Bond is
excludable from gross income of the owners thereof for Federal
income tax purposes. Until the conditions precedent for the
conversion to the tax-exempt rate shall be satisfied, the 2022A
Bond shall continue to bear interest at the taxable rate.
b.) Taxable Fixed Rate: 1.63% until satisfaction of conditions to
exchange the taxable bond and convert to the tax-exempt rate as
described below.
Fixed rate of interest to be determined by adding 0.58% (58 basis
points) to the prevailing two (2) year Federal Home Loan Bank of
Boston Amortizing Rate, The Interest Rate is provided in the
website link below
https://www.fhlbboston.com/fhlbank-boston/rates#/amortizing
Internal
This rate will be held until a settlement date no later than February
25, 2022 so long as the Bank receives notification that it will be
recommended Lender within 3 business days, and the 10-year
USD Swap Rate doesn't increase more than 10 basis points.
Prepayment option will have to be determined at this time.
The initial taxable rate may be converted to a tax-exempt rate of
1.33%, which based on current tax law we understand can be
within 90 days prior to the first optional redemption date of the
2013B Bond, provided that there shall be no default or event of
default and there shall be delivered to the Bank an opinion of
bond counsel that the interest on the replacement 2022 Bond is
excludable from gross income of the owners thereof for Federal
income tax purposes. Until the conditions precedent for the
conversion to the tax-exempt rate shall be satisfied, the 2022B
Bond shall continue to bear interest at the taxable rate.
Upon the conversion to the tax-exempt rate, accrued interest on the
taxable Bond will be due and payable. Upon issuance of taxable Bond, all
material documentation and forms of opinions to be agreed to and final
forms set forth in a forward delivery and exchange agreement.
k) Prepayment Provision: Option A: At the time of any full or partial prepayment, (i) A "Yield
Maintenance Fee" in an amount computed as follows shall apply:
This Note may be prepaid on any Business Day in whole or in part upon
thirty (30) days prior written notice to the Bank. In the event of any
prepayment of this Note, whether by voluntary prepayment, acceleration
or otherwise, the Borrower shall, at the option of the Bank, pay a "fixed
rate prepayment charge" equal to the greater of (i) 1.00% of the principal
balance being prepaid multiplied by the "Remaining Term," as hereinafter
defined, in years or (ii) a "Yield Maintenance Fee" in an amount computed
as follows:
The current cost of funds, specifically the bond equivalent yield for United
States Treasury securities (bills on a discounted basis shall be converted
to a bond equivalent yield) with a maturity date closest to the "Remaining
Term", shall be subtracted from the "Stated Interest Rate". if the result is
zero or a negative number, there shall be no Yield Maintenance Fee due
and payable. If the result is a positive number, then the resulting
percentage shall be multiplied by the amount being prepaid times the
number of days in the "Remaining Term" and divided by 360. The
resulting amount is the `fixed prepayment charge" due to the Bank upon
prepayment of the principal of this Bond plus any accrued interest due as
of the prepayment date and is expressed in the following calculation:
Yield Maintenance Fee = [Amount Being Prepaid x (Stated Interest Rate -
Current Cost of Funds) x Days in the Remaining Term/360 days] + any
accrued interest due "Remaining Term."
Internal
Default Rate of Interest:
"Remaining Term" as used herein shall mean the remaining term of the
2021 Bond.
Option B: No Prepayment Penalty: Borrower can elect to have a "No
Prepayment" penalty associated with this Bond by adding a premium of:
Series 2022A: Add 10 basis points to the quoted proposed Fixed Rate
Series 2022B: Add 3 basis points to the quoted proposed Fixed Rate
Payments under any option will be applied in inverse order of scheduled
maturity or amortization.
The "default rate of interest" shall be six (6) percentage points in excess of
the Prime Rate as quoted in the Wall Street Journal, with a Prime Floor of
3.00%.
Events of Default: Will include but not be limited to:
a. Breach of representation or warranties.
b. Violation of covenants
c. Bankruptcy or insolvency
d. Payment Default
m) Late Charges: If any payment due the Bank is more than fifteen (15) days overdue,
a late charge of six percent (6%) of the overdue payment shall be
assessed.
2. Fees and Expenses: The Borrower shall pay to the Bank on demand any and all costs and expenses
(including, without limitation, reasonable attorneys' fees and disbursements, court costs, litigation and other
expenses) incurred or paid by the Bank in connection with the Bond. The County's bond counsel will provide
documentation associated with this transaction. Documentation will be subject to the review and approval of the
Bank and the Bank's counsel. The County agrees to pay all legal fees and expenses of the Bank associated
with the review and closing of this transaction, which costs may be paid with proceeds of the Bond with a not to
exceed $18,500 upon initial issuance and $5,000 upon conversion of taxable Bond to tax-exempt Bond. Bank's
counsel shall be the following.
Michael Wiener
Holland & Knight LLP
2115 Harden Blvd.
Lakeland, FL 33803
(863)499-5362
Internal
3. Financial Reporting:
a) Borrower(s) shall furnish the following financial reports:
Type of Report(s)
Frequency
Due Date
Audited Financial Statements
Annually
Within 210 days after the end
of the fiscal year
Annual Budget
Annually
Within 60 days after its
adoption
The Bank reserves the right to request reasonable additional financial information to supplement or verify
certain financial assumptions or verify the creditworthiness of the Borrower.
Legal Opinion:
Prior to closing, there shall be delivered to the Bank an opinion of Bond Counsel acceptable to the Bank
covering matters customary for a transaction of this type and nature and which shall, without limitation,
opine that: (1) the Borrower is duly formed; (2) all Bond documents have been validly authorized and
executed by and on behalf of the Borrower, if any; (3) all Bond documents are valid, binding,
enforceable in accordance with their terms and do not violate any legal requirements, including without
limitation, organizational documents, laws and material agreements; (4) that the interest on the 2022
Bonds is not excludable from gross income of the owners thereof for Federal income tax purposes, and
(5) the Bond and Bond documents are exempt from registration and qualification under the Securities
Act of 1933 and Trust Indenture Act of 1939. An opinion of counsel to the County in form and substance
satisfactory to the Bank.
5. Financial Covenants:
All standard covenants and provisions shall be applicable to the Bond consistent with the Master Bond
Resolution, including but not limited to:
Additional Bonds Test: No Additional Bonds, payable on a parity, shall be issued except upon the conditions and
in the manner below:
• Financing or refinancing the Costs of a Project, or the completion thereof, or refunding any or all
Outstanding Bonds or of any Subordinated Indebtedness of the Issuer or any other in indebtedness of
the Issuer that it may lawfully refund with proceeds of Bonds.
• Aggregate amount of Sales Tax Revenues received during 12-month period equals at least 1.35 times
the Maximum Annual Debt Service on all Bonds then Outstanding and such Additional Bonds.
Such covenants shall not be amended without consent of the Bank.
6. Other Conditions:
a) Documents for the tax-exempt Bond will include taxability language (including retroactive interest,
penalties and other fees and costs associated therewith) allowing for a higher taxable Bond rate should
the IRS deem the Bond to be a taxable facility solely due to events associated with action or inaction of
Borrower.
b) All standard representations, warranties, rights and remedies in the event of default that are acceptable
to the bank, excluding acceleration
c) The County covenants and agrees that at no point will all long-term debt of the County for which a rating
(or, if credit -enhanced, an underlying rating) is maintained by Moody's Investors Service ("Moody's") or
Standard & Poor's Ratings Services ("S&P") fall below a "Baal" by Moody's or a "BBB" by S&P. The
foregoing does not obligate the County to maintain a rating on any given issue of indebtedness;
provided that the County covenants and agrees that it will not request withdrawal of a rating in
anticipation of a downgrade or for any other credit -related reason in order to avoid a default.
Col
Internal
d) If the County no longer carries a Public Debt Rating, and the issuer's debt has not been withdrawn or
suspended for credit -related reasons, the County must maintain the following:
a. Aggregate amount of Sales Tax Revenues received during 12-month period equals at least 1.00
times the Maximum Annual Debt Service on all Bonds then Outstanding and such Additional
Bonds.
e) Borrower covenants and agrees that documents will include language stipulating that the Loan Facility
and all existing and future County Obligations secured by Sales Tax Revenues shall be on parity with
no preference to be given to any particular issuance.
f) No Material Adverse Change to the Borrower.
g) Cross defaulted to all other parity debt.
h) To the extent that any other senior bondholder or lender has acceleration rights or exercises
acceleration as a remedy, Bank shall have the same rights and remedies.
i) The implementation of certain terms, conditions, covenants or other non -material changes to the
proposed Credit Accommodation required as part of the Bank's formal credit approval shall be deemed
an approval in substantially the form outlined in this proposed Credit Accommodation.
j) All legal matters and documentation to be executed in connection with the contemplated proposed
Credit Accommodation shall be satisfactory in form and substance to the Bank and counsel to the Bank.
k) Patriot Act Notice. Lender is subject to the requirements of the USA Patriot Act (Title II I of Pub. L. 107-
56) (signed into law October 26, 2001)) (the "Act") and hereby notifies the Borrower that pursuant to the
requirements of the Act, it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and other information that
will allow Lender to identify the Borrower in accordance with the Act.
THIS PROPOSAL IS NOT AND SHOULD NOT BE CONSTRUED AS A COMMITMENT BY THE BANK OR
ANY AFFILIATE TO ENTER INTO ANY CREDIT ACCOMMODATION
Internal
Appendix A: Amortization Schedule
2022A
Date
Amount
10/1/2022
$
1,410,000
10/1/2023
$
2,530,000
10/1/2024
$
2,680,000
10/1/2025
$
2,725,000
10/1/2026
$
2,770,000
10/1/2027
$
2,815,000
10/1/2028
$
2,870,000
10/1/2029
$
2,915,000
10/1/2030
$
2,960,000
10/1/2031
$
3,010,000
10/1/2032
$
3,065,000
10/1/2033
$
3,115,000
$
32,865,000
Internal
2022E
Date Amount
10/1/2022 $ 690,000
10/1/2023 $ 1,195,000
10/1/2024 $ 1,215,000
10/1/2025 $ 1,230,000
$ 4,330,000
8
EXHIBIT B
FORM OF SERIES 2022 LOAN AGREEMENT
EXHIBIT C
FORM OF BOND PURCHASE AND EXCHANGE AGREEMENT
NGN Draft No.3 1 /31 /22
016.26
BOND PURCHASE AND EXCHANGE AGREEMENT
between
ST. LUCIE COUNTY, FLORIDA
and
TD BANK, N.A.
Dated February 24, 2022
Relating to:
St. Lucie County, Florida
Sales Tax Revenue Refunding Notes, Series 2023A and Series 2023B
BOND PURCHASE AND EXCHANGE AGREEMENT
This BOND PURCHASE AND EXCHANGE AGREEMENT (this "Bond
Exchange Agreement") is dated February 24, 2022 and is between TD BANK, N.A., a
national banking association (together with its successors and assigns, the "Purchaser") and
ST. LUCIE COUNTY, FLORIDA (the "Issuer"), a political subdivision of the State of
Florida (the "State"). Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Loan Agreements, hereinafter defined.
WITNESSETH:
WHEREAS, pursuant to the Constitution and laws of the State of Florida,
particularly Chapter 125, Florida Statutes, and other applicable provisions of law, and
Resolution No. 13-096 duly adopted by the Board of County Commissioners (the "Board")
of the Issuer on May 21, 2013, as amended and supplemented, including by Resolution No.
adopted February 15, 2022 (the "Resolution"), the Issuer authorized the execution
and delivery of separate notes designated "St. Lucie County, Florida Taxable Sales Tax
Revenue Refunding Note, Series 2022A" (the "Series 2022A Notes") and "St. Lucie
County, Florida Taxable Special Obligation Revenue Refunding Note, Series 202213" (the
"Series 2022B Note," collectively with the Series 2022A Note, the "Series 2022 Notes")
pursuant to a Loan Agreement dated as of February 24, 2022, between the Issuer and the
Purchaser (the "Series 2022 Loan Agreement"), to evidence separate term loans from the
Purchaser to the Issuer (the "Loans"); and
WHEREAS, the proceeds of the Loans will be used to refund and defease the
Issuer's outstanding St. Lucie County, Florida Sales Tax Refunding Revenue Bonds, Series
2013A and St. Lucie County, Florida Sales Tax Refunding Revenue Bonds, Series 2013B,
and to pay certain costs of issuing such Series 2022 Notes; and
WHEREAS, pursuant to the Resolution, the Issuer has also authorized the
execution and delivery of a Loan Agreement between the Issuer and the Purchaser (the
"Series 2023 Loan Agreement" and, together with the Series 2022 Loan Agreement, the
"Loan Agreements") and separate notes designated "St. Lucie County, Florida Sales Tax
Revenue Refunding Note, Series 2023A" (the "Series 2023A Note") and "St. Lucie County,
Florida Sales Tax Revenue Refunding Note, Series 202313" (the "Series 2023B Note"; the
Series 2023A Note and Series 2023B Note, the "Series 2023 Notes"; and together with the
Series 2022 Notes, the "Notes") which Series 2023 Notes may only be delivered in
exchange for and in order to refinance the Series 2023 Notes to the extent and in the manner
set forth herein and in the Series 2023 Loan Agreement; and
WHEREAS, the Notes are payable from Pledged Funds under the Resolution in the
manner and to the extent provided in the Loan Agreements; and
WHEREAS, pursuant to the Resolution, the Issuer is authorized to enter into this
Bond Exchange Agreement providing the option of the Issuer to require the Purchaser to
tender the Series 2022A Note and/or the Series 2022B Note to the Issuer on July 6, 2023,
or such other subsequent date as set forth in a notice delivered in writing to the Purchaser
not less than 14 days prior to the mandatory tender date (the "Exchange Date") in exchange
for the execution by the Issuer and delivery to the Purchaser of the Series 2023A Note
(with respect to the Series 2022A Note) and/or Series 2023B Note (with respect to the
Series 2022B Note) on the Exchange Date and upon such additional conditions as set forth
herein; and
WHEREAS, upon the tender of the Series 2022A Note or Series 2022B Note to the
Issuer on the Exchange Date and the issuance of the Series 2023A Note or Series 2023B
Note, as applicable, in exchange therefor, all as provided herein, the Series 2022A Note
and/or Series 2022B Note, as applicable, shall be redeemed and thereby extinguished
without any further action by the Issuer or the Purchaser;
NOW THEREFORE, in consideration of the premises and the mutual agreements
contained herein, and other valuable consideration the sufficiency and receipt of which is
hereby acknowledged, the Issuer and the Purchaser agree as follows:
1. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE COUNTY.
The Issuer represents, warrants and covenants that:
(a) The Issuer is a political subdivision of the State, duly organized and validly
existing under the laws of the State. Pursuant to the Resolution, the Issuer has duly
authorized the execution and delivery of this Bond Exchange Agreement, the Loan
Agreements, the Escrow Deposit Agreement between the Issuer and The Bank of New
York Mellon Trust Company, N.A., as escrow agent (the "Escrow Agreement") and the
Notes (collectively, and together with the Resolution, the "Transaction Documents") and
the performance by the Issuer of all of its obligations thereunder.
(b) The Issuer has complied with all of the provisions of the Constitution and
laws of the State with respect to the authorization, execution and delivery of the
Transaction Documents, and has full power and authority to enter into and consummate all
transactions contemplated by Transaction Documents, and to perform all of its obligations
hereunder and thereunder, and to the best knowledge of the Issuer, the transactions
contemplated hereby do not conflict with the terms of any statute, order, rule, regulation,
judgment, decree, agreement, instrument or commitment to which the Issuer is a parry or
by which the Issuer is bound.
(c) The Issuer is duly authorized and entitled to execute and deliver the Series
2022A Note and upon the Exchange Date if the Series 2022A Note is tendered, will be
0
duly authorized and entitled to execute and deliver the Series 2023A Note. The Issuer is
duly authorized and entitled to execute and deliver the Series 2022B Note and upon the
Exchange Date if the Series 2022B Note is tendered, will be duly authorized and entitled
to execute and deliver the Series 2023B Note. This Bond Exchange Agreement, the Series
2022A Note and the Series 2022B Note are, and the Series 2023A Note if issued and
exchanged for the Series 2022A Note as provided herein and the Series 2023B Note if
issued and exchanged for the Series 2022B Note as provided herein will, constitute, legal,
valid and binding obligations of the Issuer enforceable in accordance with their respective
terms, subject as to enforceability to bankruptcy, insolvency, moratorium, reorganization
or other similar laws affecting creditors' rights generally, or by the exercise of judicial
discretion in accordance with general principles of equity.
(d) There are no actions, suits or proceedings pending or, to the knowledge of
the Issuer, threatened against or affecting the Issuer, at law or in equity, or before or by any
governmental authority, that, if adversely determined, would materially impair the ability
of the Issuer to perform the Issuer's obligations under the Transaction Documents.
(e) No authorization, consent, approval, license, exemption of or registration or
filing with any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, has been or will be necessary for the valid execution,
delivery and performance by the Issuer of the Transaction Documents and the related
documents, except such as have been obtained, given or accomplished.
(f) The audited financial statements of the Issuer for the fiscal year ended
September 30, 2020, presented fairly the results of the Issuer's financial position and results
of operations as of such date and for the fiscal year then ended. Since September 30, 2020,
there has been no material adverse change in the financial condition of the Issuer, except
as disclosed to the Purchaser.
(g) There is no Event of Default occurring under the Resolution or the Series
2022 Loan Agreement or a default that with the passage of time or the giving of notice
would be an Event of Default under the Resolution or the Series 2022 Loan Agreement.
2. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE PURCHASER. The Purchaser represents that it is a United
States of America national banking corporation and that the Series 2022 Loan Agreement
and this Bond Exchange Agreement are each a valid and binding obligation of the
Purchaser, enforceable in accordance with their respective terms, subject as to
enforceability to receivership, insolvency and other similar laws affecting banks, or by the
exercise of judicial discretion in accordance with general principles of equity.
3. AUTHORITY FOR NOTES. The Notes are authorized to be executed and
delivered pursuant to the Resolution and shall be secured pursuant to the provisions of the
respective Loan Agreements.
3
4. TERMS OF SERIES 2023A NOTE AND SERIES 2023B NOTE. If
issued and delivered, the Series 2023A Note shall have the terms and provisions set forth
in the Series 2023 Loan Agreement, the form of which is attached hereto as Exhibit D, and
the - form of the Series 2023A Note attached as Exhibit A to the Series 2023 Loan
Agreement. The interest rate for the Series 2023A Note shall be 1.83% per annum, subject
to adjustment as provided in the Series 2023 Loan Agreement. The Series 2023A Note
shall be issued in the principal amount of the Series 2022A Note as of the Exchange Date
and shall have the same maturity schedule as the Series 2022A Note as of the Exchange
Date.
If issued and delivered, the Series 2023B Note shall have the terms and provisions
set forth in the Series 2023 Loan Agreement, the form of which is attached hereto as Exhibit
D, and the form of the Series 2023B Note attached as Exhibit B to the Series 2023 Loan
Agreement. The interest rate for the Series 2023B Note shall be 1.35% per annum, subject
to adjustment as provided in the Series 2023 Loan Agreement. The Series 2023B Note
shall be issued in the principal amount of the Series 2022B Note as of the Exchange Date
and shall have the same maturity schedule as the Series 2022B Note as of the Exchange
Date.
5. OPTION TO REQUIRE TENDER OF SERIES 2022A NOTE AND
EXCHANGE FOR SERIES 2023A NOTE. Upon the terms and conditions set forth
herein, including but not limited to Section 9 hereof, (a) at the option of and direction of
the Issuer, the Series 2022A Note shall be subject to mandatory tender and presentment by
the Purchaser to the Issuer on the Exchange Date, and (b) in the event the Issuer exercises
such option, on the Exchange Date (i) the Purchaser agrees to tender and present the Series
2022A Note to the Issuer and to accept from the Issuer the duly executed and authenticated
Series 2023A Note in the form attached as Exhibit A to the Series 2023 Loan Agreement,
in a principal amount equal to the outstanding and unpaid principal amount of the Series
2022A Note on the Exchange Date, together with payment by the Issuer to the Purchaser
of the accrued and unpaid interest on the Series 2022A Note to the Exchange Date, if any,
and (ii) upon such tender, payment and exchange, the Series 2022A Note shall be deemed
to be discharged and cancelled without any further action by the Issuer or the Purchaser.
Upon the tender of the Series 2022A Note, the Purchaser and the Issuer agree to execute
and deliver the Series 2023 Loan Agreement. To exercise such option, the Issuer shall
provide written notice of the exercise of such option to the Purchaser not less than 14 days
prior to the Exchange Date, such notice identifying the Exchange Date. In the event that
all conditions precedent set forth herein to the exchange of the Series 2023A Note for the
Series 2022A Note have not been satisfied by the Issuer by the Exchange Date, the
exchange shall not occur and the Series 2022A Note shall be immediately returned to the
Purchaser and will remain outstanding. In the event that all conditions precedent set forth
herein to the exchange have been satisfied by the Issuer by the Exchange Date, but the
Series 2022A Note is not delivered by the Purchaser to the Issuer on the Exchange Date,
the delivery of the Series 2023A Note by the Purchaser to the Issuer shall nonetheless be
rd
deemed to have occurred on the Exchange Date and the Series 2022A Note shall be deemed
to be discharged and cancelled.
6. OPTION TO REQUIRE TENDER OF SERIES 2022B NOTE AND
EXCHANGE FOR SERIES 2023B NOTE. Upon the terms and conditions set forth
herein, including but not limited to Section 9 hereof, (a) at the option of and direction of
the Issuer, the Series 2022B Note shall be subject to mandatory tender and presentment by
the Purchaser to the Issuer on the Exchange Date, and (b) in the event the Issuer exercises
such option, on the Exchange Date (i) the Purchaser agrees to tender and present the Series
2022B Note to the Issuer and to accept from the Issuer the duly executed and authenticated
Series 2023B Note in the form attached as Exhibit B to the Series 2023 Loan Agreement,
in a principal amount equal to the outstanding and unpaid principal amount of the Series
2022B Note on the Exchange Date, together with payment by the Issuer to the Purchaser
of the accrued and unpaid interest on the Series 2022B Note to the Exchange Date, if any,
and (ii) upon such tender, payment and exchange, the Series 2022B Note shall be deemed
to be discharged and cancelled without any further action by the Issuer or the Purchaser.
Upon the tender of the Series 2022B Note, the Purchaser and the Issuer agree to execute
and deliver the Series 2023 Loan Agreement. To exercise such option, the Issuer shall
provide written notice of the exercise of such option to the Purchaser not less than 14 days
prior to the Exchange Date, such notice identifying the Exchange Date. In the event that
all conditions precedent set forth herein to the exchange of the Series 2023B Note for the
Series 2022B Note have not been satisfied by the Issuer by the Exchange Date, the
exchange shall not occur and the Series 2022B Note shall be immediately returned to the
Purchaser and will remain outstanding. In the event that all conditions precedent set forth
herein to the exchange have been satisfied by the Issuer by the Exchange Date, but the
Series 2022B Note is not delivered by the Purchaser to the Issuer on the Exchange Date,
the delivery of the Series 2023B Note by the Purchaser to the Issuer shall nonetheless be
deemed to have occurred on the Exchange Date and the Series 2022B Note shall be deemed
to be discharged and cancelled.
7. CLOSING OF EXECUTION, DELIVERY AND EXCHANGE OF
SERIES 2023A NOTE. If the Issuer shall have exercised its option to require the
mandatory tender of the Series 2022A Note by the Purchaser to the Issuer on the Exchange
Date, as set forth in Section 5 hereof, the Purchaser shall, subject to the terms and
conditions hereof, tender the Series 2022A Note to the Issuer at the address provided
herein, in exchange for the Series 2023A Note and payment by the Issuer to the Purchaser
of the accrued and unpaid interest on the Series 2022A Note as of the Exchange Date, if
any, and the Issuer shall, subject to the terms and conditions hereof, deliver the Series
2023A Note in a principal amount equal to the outstanding and unpaid principal amount of
the Series 2022A Note on the Exchange Date, to or upon the order of the Purchaser, duly
executed, together with the other documents hereinafter mentioned, and, subject to the
terms and conditions hereof, the Purchaser shall accept such delivery and payment in
exchange for the Series 2022A Note (such delivery and exchange, together with described
5
below, herein called the "Series 2023A Note Exchange"). The Series 2023A Note
Exchange shall occur at the Issuer's offices in Fort Pierce, Florida, or such other place as
shall have been mutually agreed upon by the Issuer and the Purchaser.
S. CLOSING OF EXECUTION, DELIVERY AND EXCHANGE OF
SERIES 2023B NOTE. If the Issuer shall have exercised its option to require the
mandatory tender of the Series 2022B Note by the Purchaser to the Issuer on the Exchange
Date, as set forth in Section 5 hereof, the Purchaser shall, subject to the terms and
conditions hereof, tender the Series 2022B Note to the Issuer at the address provided
herein, in exchange for the Series 2023B Note and payment by the Issuer to the Purchaser
of the accrued and unpaid interest on the Series 2022B Note as of the Exchange Date, if
any, and the Issuer shall, subject to the terms and conditions hereof, deliver the Series
2023B Note in a principal amount equal to the outstanding and unpaid principal amount of
the Series 2022B Note on the Exchange Date, to or upon the order of the Purchaser, duly
executed, together with the other documents hereinafter mentioned, and, subject to the
terms and conditions hereof, the Purchaser shall accept such delivery and payment in
exchange for the Series 2022B Note (such delivery and exchange, together with described
below, herein called the "Series 2023B Note Exchange"). The Series 2023B Note
Exchange shall occur at the Issuer's offices in Fort Pierce, Florida, or such other place as
shall have been mutually agreed upon by the Issuer and the Purchaser.
9. CLOSING CONDITIONS FOR SERIES 2023A NOTE EXCHANGE
AND SERIES 2023B NOTE EXCHANGE. The Purchaser's obligation under this Bond
Exchange Agreement to undertake the Series 2023A Note Exchange and the Series 2023B
Note Exchange shall be conditioned upon the performance of the covenants and
agreements to be performed hereunder and under such other documents required hereby to
be delivered at or prior to the Exchange Date, and shall also be subject to the following
additional conditions:
(a) At the Exchange Date, there shall be no Event of Default under the
Resolution or the Series 2022 Loan Agreement, and the Resolution and the Series 2022
Loan Agreement shall be in full force and effect and shall not have been amended or
modified, except as agreed to in writing by the Purchaser.
(b) At the Exchange Date, there will be no pending or, to the knowledge of the
Issuer, threatened, litigation or lawful proceeding of any nature seeking to restrain or enjoin
the execution, sale or delivery of the Series 2023A Note or Series 2023B Note, or in any
way contesting or affecting the validity or enforceability of the Transaction Documents, or
contesting in any way the proceedings of the Issuer taken with respect thereto, or the power
of the Issuer with respect thereto, or contesting the due existence of the Issuer, and the
Purchaser will receive the certificate of the Issuer to the foregoing effect.
(c) At the Exchange Date, the Purchaser (or the holder of the Series 2023A Note
or Series 2023B Note as designated herein) shall receive all of the applicable documents
0
required to be delivered by Section 4.01 of the Series 2023 Loan Agreement and, in
addition, the following documents, each dated the Exchange Date:
(i) The opinion of Bond Counsel, dated the Exchange Date, in
substantially the form attached hereto as Exhibit B;
(ii) An opinion of the County Attorney, dated the Exchange Date and
addressed to the Purchaser and Bond Counsel, in substantially the form attached
hereto as Exhibit C;
(iii) A certificate dated the Exchange Date, signed by the Chairman of the
Board of County Commissioners of the Issuer, or other appropriate officials
satisfactory to the Purchaser, to the effect that (A) the representations of the Issuer
in subsections 1(a), (b), (c) and (e) and subsections 9(a) and (b) hereof are true and
correct in all material respects as of the Exchange Date, (B) no Event of Default
exists under the Resolution or the Series 2022 Loan Agreement or that with the
giving of notice of the passage of time would be an Event of Default under the
Resolution or either of the Loan Agreements, and (C) the Issuer has performed all
obligations to be performed and has satisfied all conditions on its part to be observed
or satisfied under this Bond Exchange Agreement, the Resolution and the Loan
Agreements, as of the Exchange Date;
(iv) A copy of the Resolution, certified by the Clerk of the Issuer as being
complete and in full force and effect and as not having been amended after its date
except as may be permitted in compliance with the terms thereof;
(v) Payment to the Purchaser of the accrued and unpaid interest on the
Series 2022A Note or Series 2022B Note, as applicable, as of the Exchange Date, if
any;
(vi) The fully executed Series 2023 Loan Agreement, the form of which
is attached as Exhibit D; and
(vii) The original fully executed Series 2023A Note or Series 2023B Note,
as applicable, registered in the name of such holder as directed by the Purchaser.
All of the evidence, opinions, letters, certificates, instruments and other documents,
mentioned above or elsewhere in this Bond Exchange Agreement shall be deemed to be in
compliance with the provisions hereof if, but only if, they are fully completed and executed
by all required parties in the form specified herein or are otherwise in form and substance
satisfactory to the Purchaser and its counsel.
If the conditions to the obligations of the Purchaser to exchange the Series 2022A
Note for the Series 2023A Note or to exchange the Series 2022B Note for the Series 2023B
Note are not satisfied, this Bond Exchange Agreement will continue in full force and effect.
V/
(d) On the Exchange Date, the Purchaser (or the holder of the Series 2023A Note
or Series 2023B Note) shall deliver the Lender's Investment Certificate set forth in Exhibit
A.
10. EXPENSES. The Purchaser shall be under no obligation to pay, and the
Issuer shall pay, such expenses incident to the incurrence of the Loans, the execution and
delivery of the Notes, the Loan Agreements and the Escrow Agreement, and the
performance of the Issuer's obligations hereunder, including, but not limited to the
following expenses: (i) the cost of preparing the Transaction Documents; (ii) the fees and
disbursements of Bond Counsel; (iii) the fees and disbursements of the independent
registered municipal advisor to the Issuer; and (iv) the fees and disbursements of any
experts, accountants, consultants or advisors retained by the Issuer. If the exchange of the
Series 2022A Note for the Series 2023A Note and/or the exchange of the Series 2022B
Note for the Series 2023B Note occurs on the Exchange Date in the manner provided herein
and closing documents in the forms attached as exhibits hereto, the Issuer shall pay the fees
of counsel to the Purchaser in the amount of $5,000 on the Exchange Date. In addition to
the fees of counsel to the Purchaser on the Exchange Date, it is expected that fees in the
amount $10,000 shall be payable to the Financial Advisor and fees in the amount of
$10,000 shall be payable to Bond Counsel on the Exchange Date.
11. AMENDMENT OF THIS BOND EXCHANGE AGREEMENT. This
Bond Exchange Agreement may only be amended in writing executed by the Issuer and
the Purchaser.
12. NOTICES. Any notice, demand, direction, request or other instrument
authorized or required by this Bond Exchange Agreement to be given to the Issuer or the
Purchaser shall be sent by United States certified mail, first-class postage prepaid, return
receipt requested, or by overnight common courier, addressed as follows (unless changed
as hereinafter provided):
If to the Issuer: St. Lucie County, Florida
2300 Virginia Avenue
Fort Pierce, Florida 34982
Attention: Clerk
If to the Purchaser: TD Bank, N.A.
2307 West Kennedy Boulevard
Tampa, Florida 33609
Attn: Robert W. Catoe, Vice President
Upon written notice to the respective parties mentioned above given in the manner
provided above, any of the above or subsequent addresses may be changed.
8
13. WAIVER OF JURY TRIAL. Each party hereto hereby knowingly,
voluntarily, intentionally and irrevocably waives, to the fullest extent permitted by
applicable law, any right it may have to a trial by jury in any legal proceeding directly or
indirectly arising out of or relating to this Bond Exchange Agreement or any other
document executed in connection herewith or the transactions contemplated hereby or
thereby (whether based on contract, tort or any other theory).
14. APPLICABLE LAW; VENUE; ATTORNEY'S FEES. The substantive
laws of the State of Florida shall govern this Bond Exchange Agreement, the Notes, the
Loan Agreements or any agreement contemplated to be executed in connection with this
Bond Exchange Agreement. The parties hereto submit to the jurisdiction of Florida courts
and federal courts and agree that venue for any suit concerning this Bond Exchange
Agreement, the Notes, the Loan Agreements or any agreement contemplated to be executed
in connection with this Bond Exchange Agreement shall be in St. Lucie County, Florida
and the Southern District of Florida and applicable appellate courts.
15. SEVERABILITY. If any clause, provision or section of this Bond
Exchange Agreement shall be held illegal or invalid by any court, the invalidity of such
provisions or sections shall not affect any other provisions or sections hereof, and this Bond
Exchange Agreement shall be construed and enforced to the end that the transactions
contemplated hereby be effected and the obligations contemplated hereby be enforced, as
if such illegal or invalid clause, provision or section had not been contained herein.
16. NON -ASSIGNABILITY. This Bond Exchange Agreement may not be
assigned by the Issuer.
17. PATRIOT ACT. The Purchaser is subject to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56) (signed into law October 26, 2001)) (the "Patriot
Act") and hereby notifies the Issuer that pursuant to the requirements of the Patriot Act, it
is required to obtain, verify and record information that identifies the Issuer, which
information includes the name and address of the Issuer and other information that will
allow the Purchaser to identify the Issuer in accordance with the Patriot Act.
18. COUNTERPARTS. This Bond Exchange Agreement may be executed in
several counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
0
[SIGNATURE PAGE TO BOND PURCHASE AND EXCHANGE AGREEMENT]
IN WITNESS WHEREOF, the parties .have executed this Bond Exchange
Agreement to be effective between them as of the date of first set forth above.
TD BANK, N.A.
Robert W. Catoe, Vice President
ST. LUCIE COUNTY, FLORIDA
(SEAL)
Chairman, Board of County Commissioners
ATTEST:
Clerk of the Circuit
Court and Ex-Officio Clerk of the Board of
County Commissioners
9
LIST OF EXHIBITS
Exhibit A Lender's Investment Certificate relating to Series 2023(A)(B) Note
Exhibit B Form of Opinion of Bond Counsel relating to Series 2023(A)(B) Note
Exhibit C Form of Opinion of County Attorney relating to Series 2023(A)(B) Note
Exhibit D Form of Series 2023 Loan Agreement
EXHIBIT A
LENDER'S INVESTMENT CERTIFICATE
RELATING TO SERIES 2023(A)(B) NOTE
TD BANK, N.A.
LENDER'S INVESTMENT CERTIFICATE
, 2023
Board of County Commissioners
of St. Lucie County, Florida
Fort Pierce, Florida
Ladies and Gentlemen:
In connection with the purchase of the $ principal amount of the St.
Lucie County, Florida Sales tax Revenue Refunding Note, Series 2023(A)(B) (the "Series
2023(A)(B) Note") authorized to be issued pursuant to Resolution No. 13-096, adopted by
the Issuer on May 21, 2013, as amended and supplemented, including by Resolution No.
adopted February 15, 2022, authorizing the execution and delivery of a Loan
Agreement dated as of , 2023, between St. Lucie County, Florida (the
"County") and the Purchaser (the "Loan Agreement") and the issuance of the Series
2023(A)(B) Note (the "Resolution"), (the "Purchaser") hereby acknowledges
and represents that (1) the Purchaser is familiar with the Issuer as it relates to the Loan
Agreement and the Series 2023(A)(B) Note; (2) the Purchaser has been furnished certain
business and financial information about the Issuer; (3) the Issuer has made available to
the Purchaser the opportunity to obtain additional information and to evaluate the merits
and risks of the purchase of the Series 2023(A)(B) Note; and (4) the Purchaser has had the
opportunity to ask questions of and receive answers from representatives of the Issuer
concerning the terms and conditions of the purchase and the information supplied to the
Purchaser.
The Purchaser acknowledges that it has been advised that the Series 2023(A)(B)
Note will not be registered under the Securities Act of 1933, as amended, in reliance upon
the exemption contained in Section 3(a)(2) thereof, and that the Issuer is not presently
registered under Section 12 of the Securities and Exchange Act of 1934, as amended. The
Purchaser, therefore, realizes that if and when the Purchaser wishes to resell the Series
2023(A)(B) Note, there may not be available current business and financial information
about the Issuer. Further, no trading market now exists for the Series 2023(A)(B) Note.
Accordingly, the Purchaser understands that it may need to bear the risks of this purchase
for an indefinite time, since any sale prior to the maturity of the Series 2023(A)(B) Note
may not be possible or may be at a price below that which the Purchaser is paying for the
Series 2023(A)(B) Note.
A-1
The Purchaser acknowledges that the Series 2023(A)(B) Note is being purchased as
part of a direct purchase of the Series 2023(A)(B) Note negotiated directly between the
Issuer and the Purchaser and that no disclosure document has been prepared in connection
with the issuance of the Series 2023(A)(B) Note.
The Purchaser is purchasing the Series 2023(A)(B) Note for its own loan account
and not with a present view to any distribution of the Series 2023 (A)(B) Note or any interest
therein or portion thereof, provided that the Purchaser retains the right at any time to
dispose of the Series 2023(A)(B) Note as it may determine to be in its best interests. In the
event that the Purchaser disposes of its interest in the Series 2023(A)(B) Note in the future,
the Purchaser acknowledges the restrictions on transfer set forth in the Loan Agreement.
The Purchaser acknowledges and agrees that the Series 2023(A)(B) Note shall be
secured solely as provided in the Resolution and the Loan Agreement, it being understood
that neither the Series 2023(A)(B) Note nor the interest represented thereby shall be or
constitute a general obligation of the Issuer, the State of Florida, or any political
subdivision or agency thereof, or a pledge of the faith and credit of the Issuer, the State of
Florida, or any political subdivision or agency thereof, or a lien upon any property of or
located within the boundaries of the Issuer, but shall be secured by a covenant of the Issuer
to budget and appropriate non -ad valorem revenues in the manner provided in the Loan
Agreement.
Very truly yours,
By:
Title:
A-2
EXHIBIT B
FORM OF OPINION OF BOND COUNSEL
RELATING TO SERIES 2023(A)(B) NOTE
12023
Board of County Commissioners
of St. Lucie County, Florida
Fort Pierce, Florida
Dear Board Members:
We have examined a record of proceedings relating to the issuance of $
St. Lucie County, Florida Sales Tax Revenue Refunding Note, Series 2023(A)(B) (the
"Note") pursuant to the Loan Agreement dated , 2023, between St. Lucie
County, Florida (the "County") and TD Bank, N.A. (the "Bond Exchange Agreement").
The Note is issued under the authority of the Laws of the State of Florida, including the
State of Florida Constitution, Chapter 125, Florida Statutes, and other applicable provisions
of law, and pursuant to Resolution No. 13-096, duly adopted by the Board of County
Commissioners of the County on May 21, 2013, as amended and supplemented, including
as supplemented by Resolution No. of the County, adopted February 15, 2022
(collectively, the "Resolution").
The Note is dated , 2023, and has a final maturity of October 1, [2033]
[2025]. The Note shall bear interest at the applicable rate thereto described in the Loan
Agreement and is subject to optional prepayment prior to maturity in accordance with the
terms of the Loan Agreement. The Note is in the form of one fully registered note.
The Note is being issued for the principal purpose of refunding the St. Lucie County,
Florida Taxable Sales Tax Revenue Refunding Note, Series 2022(A)(B) (the "Refunded
Note"). The Refunded Note shall be prepaid in full as of the date hereof.
As to questions of fact material to our opinion, we have relied upon the
representations of the County contained in the Resolution and the Loan Agreement and in
the certified proceedings related thereto and to the issuance of the Note and other
certifications of public officials furnished to us in connection therewith without
undertaking to verify the same by independent investigation. Furthermore, we have
VIN
Board of County Commissioners
of St. Lucie County, Florida
Page 2
, 2023
assumed continuing compliance with the covenants and agreements contained in the
Resolution and the Loan Agreement. We have not undertaken an independent audit,
examination, investigation or inspection of the matters described or contained in any
agreements, documents, certificates, representations and opinions relating to the Note, and
have relied solely on the facts, estimates and circumstances described and set forth therein.
In our examination of the foregoing, we have assumed the genuineness of signatures on all
documents and instruments, the authenticity of documents submitted as originals and the
conformity to originals of documents submitted as copies.
Based on the foregoing, under existing law, we are of the opinion that:
1. The County is a duly created and validly existing political subdivision of the
State of Florida.
2. The County has the right and power under the Constitution and Laws of the
State of Florida to adopt the Resolution and execute and deliver the Loan Agreement; the
Resolution has been duly and lawfully adopted by the County; the Loan Agreement has
been duly and lawfully executed and delivered by the County; assuming the Loan
Agreement has been duly and lawfully executed and delivered by , each
is in full force and effect in accordance with their respective terms and are valid and binding
upon the County and enforceable in accordance with their respective terms, and no other
authorization for the Resolution or the Loan Agreement is required.
3. The County is duly authorized and entitled to issue the Note, and the Note
has been duly and validly authorized and issued by the County in accordance with the
Constitution and Laws of the State of Florida, the Resolution and the Loan Agreement.
The Note constitutes a valid and binding obligation of the County as provided in the
Resolution and the Loan Agreement, is enforceable in accordance with its terms and the
terms of the Resolution and the Loan Agreement, and is entitled to the benefits of the
Resolution, the Loan Agreement, and the laws pursuant to which it is issued. The Note
shall be issued on parity under the Resolution with certain other Bonds (as defined in the
Resolution) that may be outstanding under the Resolution, to the extent and except as
provided in the Resolution. The Note does not constitute a general indebtedness of the
County or the State of Florida or any agency, department or political subdivision thereof,
or a pledge of the faith and credit of such entities, but is payable from the Pledged Funds
(as defined in the Resolution) in the manner and to the extent provided in the Resolution
and the Loan Agreement. No holder of the Note shall ever have the right to compel the
exercise of any ad valorem taxing power of the County or the State of Florida or any
political subdivision, agency or department thereof to pay the Note.
4. Under existing statutes, regulations, rulings and court decisions, the interest
on the Note (a) is excluded from gross income for federal income tax purposes, and (b) is
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Board of County Commissioners
of St. Lucie County, Florida
Page 3
, 2023
not an item of tax preference for purposes of the federal alternative minimum tax. The
opinions set forth in this paragraph are subject to the condition that the County comply
with all requirements of the Internal Revenue Code of 1986, as amended, that must be
satisfied subsequent to the issuance of the Note in order that interest thereon be (or
continues to be) excluded from gross income for federal income tax purposes. Failure to
comply with certain of such requirements could cause the interest on the Note to be so
included in gross income retroactive to the date of issuance of the Note. The County has
covenanted in the Resolution and the Loan Agreement to comply with all such
requirements. Ownership of the Note may result in collateral federal tax consequences to
certain taxpayers. We express no opinion regarding such federal tax consequences arising
with respect to the Note.
We have not been engaged or undertaken to review the (a) accuracy, sufficiency or
completeness of any offering or disclosure material relating to the Note, or (b) compliance
with any federal or state law with regard to the sale of the Note, and we express no opinion
relating thereto.
The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent that
the enforceability of the Resolution, the Loan Agreement and the Note may be limited by
any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting creditors' rights generally, or by the exercise of judicial discretion in accordance
with general principles of equity.
The opinions set forth herein are expressly limited to, and we opine only with
respect to, the laws of the State of Florida and the federal income tax laws of the United
States of America. The only opinions rendered hereby shall be those expressly stated as
such herein, and no opinion shall be implied or inferred as a result of anything contained
herein or omitted herefrom.
This opinion is given as of the date hereof and we assume no obligation to update,
revise or supplement this opinion to reflect any facts and circumstances that may hereafter
come to our attention or any changes in law that may hereafter occur.
We have examined the form of the Note and, in our opinion, the form of the Note is
regular and proper.
Respectfully submitted,
, 2023
Re: $ St. Lucie County, Florida Sales Tax Revenue
Refunding Note, Series 2023(A)(B)
Dear Sir or Madam:
We have acted as Bond Counsel to St. Lucie County, Florida (the "County") in
connection with the issuance by the County of its $ St. Lucie County, Florida
Sales Tax Revenue Refunding Note, Series 2023(A)(B) (the "Note") pursuant to
Resolution No. 13-096, adopted by the Board of County Commissioners of the County on
May 21, 2013, as amended and supplemented, and a Loan Agreement, dated ,
2023, between you and the County (the "Agreement"), and we have participated in various
proceedings relating thereto.
Of even date herewith, we have also delivered to the County our approving opinion
as Bond Counsel with respect to the Note. This letter will confirm that you may rely on
such opinion as if it were addressed to you; provided, however, no attorney -client
relationship has existed or exists between our firm and yours in connection with the Note
and by virtue of this letter or our approving opinion. This letter is delivered to you solely
for your benefit as the initial purchaser of the Note and may not be used, circulated, quoted
or otherwise referred to or relied upon for any other purpose or by any other person other
than an owner of the Note, subject to the limitations set forth in our approving opinion.
We are also of the opinion that the Note is not subject to the registration requirement
of the Securities Act of 1933, as amended, and the Resolution and the Agreement are each
exempt from qualification under the Trust Indenture Act of 1939, as amended.
This letter is furnished by us in our capacity as Bond Counsel for the County and
not as counsel to any other person.
Very truly yours,
EXHIBIT C
FORM OF OPINION OF COUNTY ATTORNEY
RELATING TO SERIES 2023(A)(B) NOTE
, 2023
Board of County Commissioners
of St. Lucie County, Florida
Fort Pierce, Florida
Nabors, Giblin & Nickerson, P.A.
Tampa, Florida
Re: St. Lucie County, Florida Sales Tax Revenue Refunding Note, Series
2023(A)(B)
Ladies and Gentlemen:
This letter shall serve as the opinion of the County Attorney of St. Lucie County,
Florida (the "County"). I have participated in various proceedings in connection with the
execution by the County of the Loan Agreement dated , 2023 (the "Loan
Agreement") between the County and , and the issuance by the County of its
St. Lucie County, Florida Sales Tax Revenue Refunding Note, Series 2023 (the "Note").
All terms not otherwise defined herein shall have the meanings ascribed thereto in the Loan
Agreement.
I have examined, among other things, the Act, the Resolution, the Loan Agreement,
and the proceedings of the County with respect to the authorization and execution of the
Loan Agreement and the authorization and issuance of the Note, and certificates and other
documents relating to the County, the Note, the Resolution and the Loan Agreement, and
have made such other examination of applicable Florida law as I have deemed necessary
in giving this opinion.
Based upon the foregoing, under current law, I am of the opinion that:
(A) The County is a political subdivision of the State of Florida (the "State"),
duly organized and validly existing and has full legal right, power and authority under the
Constitution and laws of the State to adopt the Resolution, execute and deliver the Loan
Agreement and to authorize and issue the Note; the Resolution has been duly adopted by
C-1
Board of County Commissioners 92023
of St. Lucie County, Florida
Nabors, Giblin & Nickerson, P.A.
Page 2
the County, is in full force and effect and constitutes the valid, legal and binding obligation
of the County enforceable in accordance with its terms.
(B) The Loan Agreement has been duly authorized, executed and delivered by
the County and, assuming the due authorization, execution and delivery of the Loan
Agreement by , constitutes a legal, valid and binding agreement of the County
enforceable in accordance with its terms.
(C) As of the date hereof, the County has duly performed all obligations to be
performed by it pursuant to the Resolution and the Loan Agreement.
(D) The County has the power and authority under the laws of the State of Florida
to pledge the Pledged Funds to pay the Note and interest thereon in accordance with the
terms of the Resolution and the Loan Agreement.
(E) The adoption of the Resolution and the execution and delivery of the Loan
Agreement and the Note, and compliance with the provisions thereof, will not conflict with
or constitute a material breach of or default under any existing law, administrative
regulation, court decree, resolution or agreement to which the County is subject.
(F) No litigation or other proceedings are pending or, to the best of my
knowledge, threatened in any court or other tribunal of competent jurisdiction, State or
Federal, in any way (1) restraining or enjoining the issuance, sale or delivery of the Note;
or (2) questioning or affecting the validity of the Note, the Resolution, the Loan Agreement
or the pledge of the Pledged Funds as provided in the Loan Agreement; or (3) questioning
or affecting the validity of any of the proceedings for the authorization, sale, execution,
registration, issuance or delivery of the Note and the security therefor; or (4) questioning
or affecting (a) the organization or existence of the County or the Board of County
Commissioners or the title to office of the officers thereof, or (b) the power or authority of
the County to receive Half -Cent Sales Tax Revenues; or (5) which could materially
adversely affect the operations of the County or the financial condition of the County.
(G) All approvals, consents, authorizations and orders of any governmental
authority or agency having jurisdiction in any matter which would constitute a condition
precedent to the performance by the County of its obligations under the Resolution, the
Loan Agreement, the Note and the other documents relating to the Note have been obtained
and are in full force and effect.
All of the above opinions as to enforceability of the legal obligations of the County
may be subject to and limited by bankruptcy, insolvency, reorganization, moratorium and
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Board of County Commissioners , 2023
of St. Lucie County, Florida
Nabors, Giblin & Nickerson, P.A.
Page 3
similar laws, in each case relating to or affecting the enforcement of creditors rights
generally, and other general principles of equity.
The letter is addressed to you and your successors and assigns and is not to be used,
circulated, quoted or otherwise referred to for any other purpose without, in each case, my
express written consent.
Respectfully submitted,
Daniel McIntyre
County Attorney
C-3
EXHIBIT D
FORM OF SERIES 2023 LOAN AGREEMENT
NGN Draft No.4 2/14/22
016.26
LOAN AGREEMENT
BETWEEN
ST. LUCIE COUNTY, FLORIDA
►�►117
TD BANK, N.A.
Dated as of February 24, 2022
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITION OF TERMS
SECTION1.01. DEFINITIONS................................................................................... 1
SECTION 1.02. INTERPRETATION..........................................................................4
SECTION 1.03. TITLES AND HEADINGS............................................................... 4
ARTICLE II
REPRESENTATIONS. WARRANTIES AND COVENANTS; SECURITY FOR THE
NOTES
SECTION 2.01. REPRESENTATIONS BY THE COUNTY ...................................... 5
SECTION 2.02. GENERAL COVENANT OF THE NOTEHOLDERS ..................... 6
SECTION 2.03. NOTES NOT TO BE INDEBTEDNESS OF COUNTY ................... 6
SECTION 2.04. NOTES TO BE BONDS UNDER MASTER RESOLUTION;
PLEDGE OF PLEDGED FUNDS ............................................... 6
SECTION 2.05. RATING COVENANT...................................................................... 6
ARTICLE III
DESCRIPTION OF THE NOTES; PAYMENT TERMS; OPTIONAL PREPAYMENT;
TRANSFER
SECTION 3.01. DESCRIPTION OF THE NOTES ..................................................... 7
SECTION 3.02. OPTIONAL PREPAYMENT............................................................ 8
SECTION 3.03. MANDATORY TENDER OF SERIES 2022A NOTE AT
OPTION OF COUNTY................................................................ 9
SECTION 3.04. MANDATORY TENDER OF SERIES 2022B NOTE AT
OPTION OF COUNTY.............................................................. 10
ARTICLE IV
CONDITIONS FOR ISSUANCE OF THE NOTES
SECTION 4.01. CONDITIONS FOR ISSUANCE .................................................... 1 I
ARTICLE V
EVENTS OF DEFAULT; REMEDIES
SECTION 5.01. EVENTS OF DEFAULT.................................................................12
SECTION5.02. REMEDIES...................................................................................... 12
i
ARTICLE VI
MISCELLANEOUS
SECTION 6.01.
AMENDMENTS, CHANGES OR MODIFICATIONS TO THE
-
AGREEMENTS AND THE MASTER RESOLUTION ...........
14
SECTION 6.02.
COUNTERPARTS...........................................................................
14
SECTION 6.03.
SEVERABILITY.............................................................................
14
SECTION 6.04.
TERM OF AGREEMENT...............................................................
14
SECTION 6.05.
NOTICE OF CHANGES IN FACT .................................................
14
SECTION 6.06.
NOTICES.........................................................................................
14
SECTION 6.07.
NO THIRD -PARTY BENEFICIARIES ..........................................
15
SECTION 6.08.
WAIVER OF JURY TRIAL............................................................
15
SECTION 6.09.
APPLICABLE LAW; VENUE ........................................................
15
SECTION 6.10.
INCORPORATION BY REFERENCE ...........................................
15
EXHIBIT A - FORM OF SERIES 2022A NOTE
EXHIBIT B - FORM OF SERIES 2022B NOTE
ii
This LOAN AGREEMENT (the "Agreement") is made and entered into as of
February 24, 2022, by and between ST. LUCIE COUNTY, FLORIDA, a political
subdivision of the State of Florida, and its successors and assigns (the "County"), and TD
BANK, N.A., a national banking association and its successors and assigns -(the
"Noteholder");
WITNESSETH:
WHEREAS, the County is authorized by provisions of applicable law to, among
other things, acquire, construct, equip, own, sell, lease, operate and maintain various capital
improvements and public facilities to promote the health, welfare and economic prosperity
of the residents of the County and to borrow money to finance and refinance the acquisition,
construction, equipping and maintenance of such capital improvements and public facilities;
and
WHEREAS, the County previously issued its Series 2013A Sales Tax Bonds (each
as defined herein) and its Series 2013B Sales Tax Bonds (as defined herein) to refinance the
acquisition, construction and equipping of various capital improvements within the County;
and
WHEREAS, in order to achieve certain debt service savings for the County, PFM
Financial Advisors LLC, the Financial Advisor for the County, solicited bids on behalf of
the County from various financial institutions to provide a term loan to the County to refund
the Series 2013A Sales Tax Bonds and Series 2013B Sales Tax Bonds (as further described
herein, the "Refunded Bonds");
WHEREAS, the Noteholder provided the most beneficial proposal to the County to
provide such term loan and is now willing to make the term loan to the County, and the
County is willing to incur such term loan, pursuant to the terms and provisions of this
Agreement in a principal amount of $ to refund the Refunded Bonds and pay
costs relating to the issuance of the hereinafter described Notes.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH:
That the parties hereto, intending to be legally bound hereby and in consideration of
the mutual covenants hereinafter contained, DO HEREBY AGREE as follows:
ARTICLE I
DEFINITION OF TERMS
SECTION 1.01. DEFINITIONS. The terms defined in this Article I shall, for
all purposes of this Agreement, have the meanings in this Article I specified, unless the
1
context clearly otherwise requires. All capitalized terms not otherwise defined herein shall
have the meanings set forth in the Master Resolution.
"Act" shall mean the State of Florida Constitution, Chapter I25, Florida Statutes,
and other applicable provisions of law.
"Agreement" shall mean this Loan Agreement, dated as of February 24, 2022,
between the County and the Noteholder and any and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Board" shall mean the Board of County Commissioners of St. Lucie County,
Florida.
"Business Day" shall mean any day other than a Saturday, Sunday or a day on which
the payment office of the applicable Noteholder is closed.
"Chairman" shall mean the Chairman or Vice Chairman of the Board or such other
person as may be duly authorized by the County to act on his or her behalf.
"Clerk" shall mean Clerk of the Circuit Court and Ex-Officio Clerk to the Board or
such other person as may be authorized to act on his or her behalf.
"County" shall mean St. Lucie County, Florida, a political subdivision, organized
and validly existing under the laws of the State of Florida.
"County Administrator" shall mean the County Administrator of the County, or
such other person as may be authorized to act on his or her behalf.
"Default Rate" shall mean the lesser of (A) the Prime Rate, plus 600 basis points
(6.00%) per annum, or (B) the maximum rate allowable under applicable law.
"Financial Advisor" shall mean County's financial advisor, PFM Financial
Advisors LLC.
"Fiscal Year" shall mean the 12-month period commencing on October 1 of any
year and ending on September 30 of the immediately succeeding year.
"Interest Payment Date" shall have the meaning ascribed thereto in Section 3.01(c)
hereof.
"Interest Rate" shall mean, with respect to the Series 2022A Note, a fixed interest
rate equal to 2.24% per annum, and with respect to the Series 2022B Note, a fixed interest
rate of 1.65% per annum. The Interest Rate for the Notes is subject to adjustment pursuant
to Section 5.02 hereof.
01
"Master Resolution" shall mean Resolution No. 13-096 of the Board, adopted May
21, 2013.
"Maturity Date" shall mean, with respect to the Series 2022A Note, October 1,
2033, and with respect to the Series 2022B Note, October 1, 2025.
"Noteholder" or "Noteholders" shall mean TD Bank, N.A., and its successors and
assigns.
"Notes" shall mean, collectively, the Series 2022A Note and Series 2022B Note, as
more particularly described in Section 3.01 hereof.
"Prime Rate" shall mean the rate quoted in the Wall Street Journal from time to
time as the "prime rate," or, if the Wall Street Journal ceases publication or ceases to quote
a "prime rate," such alternate interest rate as shall, in the reasonable opinion of the
Noteholder, approximate such rate. For purposes of this Agreement, the Prime Rate shall
never be lower than 3.00%.
"Principal Payment Date" shall have the meaning ascribed thereto in Section
3.01(c) hereof.
"Purchase Agreement" means the Bond Purchase and Exchange Agreement, dated
February 24, 2022, by and between the County and TD Bank, N.A.
"Refunded Bonds" means, collectively, the Series 2013A Sales Tax Bonds and the
Series 2013B Sales Tax Bonds.
"Resolution" shall mean the Master Resolution, as amended and supplemented, and
particularly as supplemented by the 2022 Resolution.
"Series 2013A Sales Tax Bonds" shall mean the St. Lucie County, Florida Sales
Tax Refunding Revenue Bonds, Series 2013A.
"Series 2013B Sales Tax Bonds" shall mean the St. Lucie County, Florida Sales
Tax Refunding Revenue Bonds, Series 2013B.
"Series 2022A Note" shall mean the St. Lucie County, Florida Taxable Sales Tax
Revenue Refunding Note, Series 2022A, as more particularly described in Section 3.01
hereof.
"Series 2022A Noteholder" shall mean the Noteholder of the Series 2022A Note.
rt?
"Series 2022B Note" shall mean the St. Lucie County, Florida Taxable Sales Tax
Revenue Refunding Note, Series 2022B, as more particularly described in Section 3.01
hereof.
"Series 2022B Noteholder" shall mean the Noteholder of the Series 2022B Note.
"State" shall mean the State of Florida.
"2022 Resolution" shall mean Resolution No. adopted by the Board on
February 15, 2022, which, among other things, authorized the execution and delivery of this
Agreement and the issuance of the Notes.
SECTION 1.02. INTERPRETATION. Unless the context clearly requires
otherwise, words of masculine gender shall be construed to include correlative words of the
feminine and neuter genders and vice versa, and words of the singular number shall be
construed to include correlative words of the plural number and vice versa. Any capitalized
terms used in this Agreement not herein defined shall have the meanings ascribed to such
terms in the Resolution. This Agreement and all the terms and provisions hereof shall be
construed to effectuate the purpose set forth herein and to sustain the validity hereof.
SECTION 1.03. TITLES AND HEADINGS. The titles and headings of the
articles and sections of this Agreement, which have been inserted for convenience of
reference only and are not to be considered a part hereof, shall not in any way modify or
restrict any of the terms and provisions hereof, and shall not be considered or given any
effect in construing this Agreement or any provision hereof or in ascertaining intent, if any
question of intent should arise.
[Remainder of this page intentionally left blank]
rd
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS;
SECURITY FOR THE NOTES
SECTION 2.01. REPRESENTATIONS BY THE COUNTY. The County
represents, warrants and covenants that:
(a) The County is a political subdivision of the State. Pursuant to the Resolution,
the County has duly authorized the execution and delivery of this Agreement, the
performance by the County of all of its obligations hereunder, and the issuance of the Notes
in the aggregate principal amount of $
(b) The County has complied with all of the provisions of the Constitution and
laws of the State, including the Act, and has full power and authority to enter into and
consummate all transactions contemplated by this Agreement or under the Notes, and to
perform all of its obligations hereunder and under the Notes and, to the best knowledge of
the County, the transactions contemplated hereby do not conflict with the terms of any
statute, order, rule, regulation, judgment, decree, agreement, instrument or commitment to
which the County is a party or by which the County is bound.
(c) The County is duly authorized and entitled to issue the Notes and enter the
Agreement and, when issued in accordance with the terms of this Agreement, the Notes and
the Agreement will each constitute legal, valid and binding obligations of the County
enforceable in accordance with their respective terms, subject as to enforceability to
bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting
creditors' rights generally, or by the exercise of judicial discretion in accordance with
general principles of equity.
(d) There are no actions, suits or proceedings pending or, to the best knowledge
of the County, threatened against or affecting the County, at law or in equity, or before or
by any governmental authority, that, if adversely determined, would materially impair the
ability of the County to perform the County's obligations under this Agreement or under the
Notes or which would have a materially adverse effect on the County (financial or
otherwise).
(e) The County will furnish to the Noteholders within 210 days after the close of
each Fiscal Year a copy of the annual audited financial statements of the County and a
certificate showing compliance with Section 2.05 hereof. The County will also furnish to
the Noteholders the annual budget within 60 days of adoption. With reasonable promptness
the County shall provide such other data and information as may be reasonably requested
by the Noteholders from time to time.
5
SECTION 2.02. GENERAL COVENANT OF THE NOTEHOLDERS.
Pursuant to the terms and provisions of this Agreement, the Noteholders agree to provide
separate term loans to the County as evidenced hereby and by the Notes for the purpose of
refunding the Refunded Bonds and paying costs relating to the issuance of the Notes.
SECTION 2.03. NOTES NOT TO BE INDEBTEDNESS OF COUNTY. The
Notes shall not be or constitute a general obligation or indebtedness of the County as
"bonds" within the meaning of any constitutional or statutory provision, but shall be special
obligations of the County, payable solely from the Pledged Funds in accordance with the
Master Resolution and Section 2.04 hereof. The Noteholders shall never have the right to
compel the exercise of any ad valorem taxing power to pay the Notes or be entitled to
payment of the Notes from any moneys of the County except from the Pledged Funds in the
manner and to the extent provided herein.
SECTION 2.04. NOTES TO BE BONDS UNDER MASTER
RESOLUTION; PLEDGE OF PLEDGED FUNDS. The Notes shall be deemed in all
respects Bonds issued under the Master Resolution, and shall be entitled to all rights granted
Bondholders thereunder, except with respect to the Reserve Account as described below.
The Pledged Funds are hereby pledged to secure the Notes on the same basis as any Bonds
to be issued pursuant to the Master Resolution. The Notes are not secured by the Reserve
Account established under the Master Resolution. This Agreement shall be deemed in all
respects to be a Supplemental Resolution under the Master Resolution and the Noteholders
shall be Bondholders for all purposes under the Master Resolution.
SECTION 2.05. RATING COVENANT. The County covenants and agrees
that at no point will all long-term non -enterprise fund debt of the County for which a rating
(or, if credit -enhanced, an underlying rating) is maintained (a "Public Debt Rating") by
Moody's Investors Service ("Moody's) or Standard & Poor's Ratings Services ("S&P") fall
below a "Baa2" by Moody's or a "BBB" by S&P. The foregoing does not obligate the
County to maintain a rating on any given issue of indebtedness; provided that the County
covenants and agrees that it will not request withdrawal of a rating in anticipation of a
downgrade or for any other credit -related reason in order to avoid a default.
If the County no longer carries a Public Debt Rating, and the County's debt rating
has not been withdrawn or suspended for credit -related reasons, the County covenants to
ensure that the aggregate amount of Half -Cent Sales Tax Revenues received during each
12-month period equals at least 1.00 times the Maximum Annual Debt Service on all Bonds
then Outstanding under the Master Resolution, including the Notes.
[Remainder of this page intentionally left blank]
C1
ARTICLE III
DESCRIPTION OF THE NOTES; PAYMENT TERMS;
OPTIONAL PREPAYMENT; TRANSFER
SECTION 3.01. DESCRIPTION OF THE NOTES. (a) The County hereby
authorizes the issuance and delivery of the Notes to the Noteholders, which Notes shall be
in an aggregate principal amount equal to $ and shall be designated as the "St.
Lucie County, Florida Taxable Sales Tax Revenue Refunding Note, Series 2022A," in the
principal amount of $ , and "St. Lucie County, Florida Taxable Sales Tax
Revenue Refunding Note, Series 2022B," in the principal amount of $ ,
respectively. The text of the Notes shall be substantially in the form attached hereto as
Exhibit A and Exhibit B, respectively, with such omissions, insertions and variations as may
be necessary and desirable to reflect the particular terms of the Notes. The provisions of
the forms of the Notes are hereby incorporated in this Agreement.
(b) The Notes shall be dated the date of their delivery. The Notes shall be
executed in the name of the County by the manual signature of the Chairman and the official
seal of the County shall be affixed thereto and attested by the manual signature of the Clerk.
In case any one or more of the officers, who shall have signed or sealed the Notes, shall
cease to be such officer of the County before the Notes shall have been actually delivered,
the Notes may nevertheless be delivered as herein provided and may be issued as if the
person who signed or sealed the Notes had not ceased to hold such office.
(c) The Notes shall bear interest from their date of issuance at the respective
Interest Rate (calculated on the basis of twelve 30-day calendar months and a 360 day year)
as the same may be adjusted pursuant to Section 5.02 hereof. Interest on the Notes shall be
payable semi-annually on April 1 and October 1 of each year, commencing April 1, 2022
(each an "Interest Payment Date") so long as any amount under each Note remains
outstanding. Principal of the Notes shall be payable annually on October 1 of each year,
commencing October 1, 2022 (each a "Principal Payment Date"), through and including the
respective Maturity Date. The principal payments shall be set forth in Appendix I attached
to the respective Notes.
(d) All payments of principal of and interest on the Notes shall be payable in any
coin or currency of the United States which, at the time of payment, is legal tender for the
payment of public and private debts and shall be made to the Noteholder in whose name the
respective Note shall be registered on the registration books maintained by the County as of
the close of business on the fifteenth day (whether or not a Business Day) of the calendar
month next preceding an Interest Payment Date or Principal Payment Date (i) in
immediately available funds, (ii) by delivering to the Noteholder no later than the applicable
Interest Payment Date or Principal Payment Date a wire transfer, or (iii) in such other
manner as the County and the Noteholders shall agree upon in writing. Notwithstanding
the foregoing, the Noteholders shall be required to present and surrender the Notes to the
7
County only for the final payment of the principal of the Notes or shall otherwise provide
evidence that the respective Note has been fully paid and cancelled. If any Interest Payment
Date or Principal Payment Date is not a Business Day, the corresponding payment shall be
due on the next succeeding Business Day. The County shall maintain books and records
with respect to the identity of the holders of the Notes, including a complete and accurate
record of any assignment of this Agreement and either Note as provided in Section 3.01(f).
(e) Except as otherwise provided herein, the Noteholders shall pay for all of its
costs relating to regular servicing the term loan provided hereby. The County shall pay the
fees of the Noteholders' legal counsel in the amount of $18,500.
(f) The Noteholders' right, title and interest in and to the Notes and any amounts
payable by the County thereunder may be assigned and reassigned in whole only by the
respective Noteholder, without the necessity of obtaining the consent of the County;
provided, that any such assignment, transfer or conveyance shall be made only to (i) an
affiliate of the Noteholder or (ii) a bank, insurance company or their affiliate, provided that
any such entity is purchasing the Note for its own account with no present intention to resell
or distribute the Note, subject to each investor's right at any time to dispose of the Note as
it determines to be in its best interests or (iii) a "qualified institutional buyer," as defined in
Rule 144A of the Securities Act of 1933, or an "accredited investor," as defined in Rule 501
of Regulation D. Upon notification by a Noteholder to the County of the Noteholder's intent
to assign and sell its right, title and interest in and to the Note as herein provided, the County
agrees that it shall execute and deliver to the assignee Noteholder, a Note of the series and
in the principal amount so assigned, registered in the name of the assignee Noteholder,
executed and delivered by the County in the same manner as provided herein and with an
appendix attached thereto setting forth the amounts to be paid on each Principal Payment
Date with respect to such Note. In all cases of an assignment of a Note, the County shall at
the earliest practical time enter the change of ownership in the registration books; provided,
however, the written notice of assignment must be received by the Clerk no later than the
close of business on the fifteenth (15th) day (whether or not a Business Day) of the calendar
month next preceding an Interest Payment Date in order to have such transfer recorded on
the books and records of the County on such next succeeding Interest Payment Date.
SECTION 3.02. OPTIONAL PREPAYMENT. The Series 2022A Note may
be prepaid on any Business Day in whole or in part upon written notice as described below.
In the event of any prepayment of the Series 2022A Note, whether by voluntary prepayment,
acceleration or otherwise, the County shall, at the option of the Series 2022A Noteholder,
pay a "fixed rate prepayment charge" equal to the greater of (i) 1.00% of the principal
balance being prepaid multiplied by the "Remaining Term", as hereinafter defined, in years
or (ii) a "Yield Maintenance Fee" in an amount computed as follows:
The current cost of funds, specifically the bond equivalent yield for United States
Treasury securities (bills on a discounted basis shall be converted to a bond equivalent yield)
with a maturity date closest to the "Remaining Term", shall be subtracted from the "Interest
Rate". If the resolute is zero or a negative number, there shall be no Yield Maintenance Fee
due and payable. If the result is a positive number, then the resulting percentage shall be
multiplied by the amount being prepaid times the number of days in the "Remaining Term"
and divided by 360. The resulting amount is the "fixed prepayment charge" due to the Series
2022A Noteholder upon prepayment of the principal of the Series 2022A Note plus any
accrued interest due as of the prepayment date and is expressed in the following calculation:
Yield Maintenance Fee = [Amount Being Prepaid x (Stated Interest
Rate — Current Cost of Funds) x Days in the Remaining Term/360 days] + any
accrued interest due.
"Remaining Term" as used herein shall mean the remaining term of the
Series 2022A Note.
The Series 2022B Note may be prepaid at the option of the County, from any moneys
legally available therefor, upon notice as provided herein, in whole or in part at any time or
from time to time, by paying to the Noteholder all or a part of the principal amount of the
Note to be prepaid, together with the unpaid interest accrued on the amount of principal
prepaid to the date of such prepayment, without penalty, premium or prepayment fee.
Any prepayment of the Notes shall be made on such date and in such principal
amount as shall be specified by the County in a written notice provided to the applicable
Noteholder not less than thirty (30) days prior thereto. Notice having been given as
aforesaid, the amount of principal of such Note stated in such notice or the whole thereof,
as the case may be, shall become due and payable on the date of prepayment stated in such
notice, together with interest accrued and unpaid to the date of prepayment on the principal
amount then being paid. If on the date of prepayment moneys for the payment of the
principal amount to be prepaid on said Note, together with interest to the date of prepayment
on such principal amount, shall have been paid to the Noteholder as above provided, then
from and after the date of prepayment, interest on such prepaid principal amount of the Note
shall cease to accrue. If said money shall not have been so paid on the date of prepayment,
such principal amount of the Note shall continue to bear interest until payment thereof at
the applicable Interest Rate.
All prepayments of the Notes shall be applied in inverse order of scheduled principal
payments unless otherwise agreed by the County and the applicable Noteholder in writing.
The Noteholder shall make appropriate notations in its records, indicating the amount and
date of any such prepayment and shall upon written request of the County promptly transmit
an acknowledgment to the County indicating the amount and date of such prepayment.
SECTION 3.03. MANDATORY TENDER OF SERIES 2022A NOTE AT
OPTION OF COUNTY. The Series 2022A Note is subject to mandatory tender, at the
option of the County, in whole on any date on or after July 6, 2023, subject to the terms
hereof and upon at least fourteen days' prior written notice to the Series 2022A Noteholder
9
by the County of its election to current refund the Series 2022A Note by the issuance and
delivery to the Series 2022A Noteholder of the Series 2023A Note in exchange therefor,
together with accrued interest thereon to the date of the mandatory tender and exchange,
plus opinions of Bond Counsel and counsel to the County and other conditions precedent,
all as provided in the Purchase Agreement. The terms and provisions of such Series 2023A
Note shall be set forth in a Loan Agreement to be executed by the County and the Series
2022A Noteholder prior to the issuance of the Series 2023A Note. Upon the completion of
such tender and exchange, the Series 2022A Note shall be extinguished.
Upon the exchange of the Series 2022A Note for the Series 2023A Note in a principal
amount equal to the principal amount of the Series 2022A Note, together with the payment
of accrued interest on the Series 2022A Note and all other amounts owing hereunder,
including with respect to the Series 2022B Note as described below, this Loan Agreement
shall be terminated.
SECTION 3.04. MANDATORY TENDER OF SERIES 2022B NOTE AT
OPTION OF COUNTY. The Series 2022B Note is subject to mandatory tender, at the
option of the County, in whole on any date on or after July 6, 2023, subject to the terms
hereof and upon at least fourteen days' prior written notice to the Series 2022B Noteholder
by the County of its election to current refund the Series 2022B Note by the issuance and
delivery to the Series 2022B Noteholder of the Series 2023B Note in exchange therefor,
together with accrued interest thereon to the date of the mandatory tender and exchange,
plus opinions of Bond Counsel and counsel to the County and other conditions precedent,
all as provided in the Purchase Agreement. The terms and provisions of such Series 2023B
Note shall be set forth in a Loan Agreement to be executed by the County and the Series
2022B Noteholder prior to the issuance of the Series 2023B Note. Upon the completion of
such tender and exchange, the Series 2022B Note shall be extinguished.
Upon the exchange of the Series 2022B Note for the Series 2023B Note in a principal
amount equal to the principal amount of the Series 2022B Note, together with the payment
of accrued interest on the Series 2022B Note and all other amounts owing hereunder,
including with respect to the Series 2022A Note as described above, this Loan Agreement
shall be terminated.
10
ARTICLE IV
CONDITIONS FOR ISSUANCE OF THE NOTES
SECTION 4.01. CONDITIONS FOR ISSUANCE. In connection with the
issuance of the Notes, the Noteholders shall not be obligated to purchase the Notes pursuant
to this Agreement unless at or prior to the issuance thereof the County delivers to the
Noteholders the following items in form and substance acceptable to the Noteholders:
(a) An opinion of Bond Counsel addressed to the Noteholders (or addressed to
the County with a reliance letter addressed to the Noteholders) in form and substance to the
effect that (i) this Agreement and the Notes have been duly authorized, executed and
delivered by the County and each is an enforceable obligation against the County in
accordance with the terms of each instrument (enforceability of which may be subject to
standard bankruptcy exceptions and the like), (ii) the Notes are not subject to the registration
requirements under the Securities Act of 1933 and the Loan Agreement is exempt from
qualification under the Trust Indenture Act of 1939, and (iii) such other matters as are
reasonably requested by the Noteholders;
(b) An opinion of the County Attorney in form and substance acceptable to the
Noteholders and Bond Counsel;
(c) Such additional certificates, instruments and other documents as the
Noteholders, Bond Counsel, or the County Attorney may deem necessary or appropriate,
including an incumbency certificate of the County, a certified copy of the Resolution and a
general closing certificate of the County, all in form and substance acceptable to the
Noteholders.
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11
ARTICLE V
EVENTS OF DEFAULT; REMEDIES
SECTION 5.01. EVENTS OF DEFAULT. An "Event of Default" shall be
deemed to have occurred under this Agreement if.
(a) The County shall fail to make timely payment of principal or interest or any
other amount then due with respect to either Note;
(b) Any representation or warranty of the County contained in Article II of this
Agreement shall prove to be untrue in any material respect;
(c) Any covenant of the County contained in this Agreement shall be breached or
violated for a period of thirty (30) days after the earlier of (i) when the County receives
notice from a Noteholder of such breach or violation or (ii) when the County was aware of
such event and was required herein to notify the Noteholders pursuant to Section 6.05
hereof, unless the Noteholders shall agree in writing, in their sole discretion, to an extension
of such time prior to its expiration;
(d) There shall occur the dissolution or liquidation of the County, or the filing by
the County of a voluntary petition in bankruptcy, or the Board by the County of any act of
bankruptcy, or adjudication of the County as a bankrupt, or assignment by the County for
the benefit of its creditors, or appointment of a receiver for the County, or the entry by the
County into an agreement of composition with its creditors, or the approval by a court of
competent jurisdiction of a petition applicable to the County in any proceeding for its
reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended,
or under any similar act in any jurisdiction which may now be in effect or hereafter
amended; and
(e) The occurrence of any Event of Default under the Master Resolution.
SECTION 5.02. REMEDIES. In addition to any remedies available under the
Master Resolution, if any Event of Default shall have occurred and be continuing, the
Noteholders or any trustee or receiver acting for the Noteholders may either at law or in
equity, by suit, action, mandamus or other proceedings in any court of competent
jurisdiction, protect and enforce any and all rights under the Laws of the State of Florida, or
granted and contained in this Agreement, and may enforce and compel the performance of
all duties required by this Agreement or by any applicable statutes to be performed by the
County or by any officer thereof, including, but not limited to, specific performance. No
remedy herein conferred upon or reserved to the Noteholders is intended to be exclusive of
any other remedy or remedies, and each and every such remedy shall be cumulative, and
shall be in addition to every other remedy given hereunder or now or hereafter existing at
12
law or in equity or by statute. Except as provided in Section 6.01 hereof, the Noteholders
shall never have the right to declare the Notes immediately due and payable.
After the occurrence of an Event of Default, notwithstanding any other terms hereof,
the Notes shall bear interest at the Default Rate until such Event of Default is cured. The
County shall promptly notify the Noteholders of the occurrence of any Event of Default in
accordance with Section 6.05 hereof.
If any payment required to be made by the County hereunder or under the Notes is
more than fifteen (15) days past due, the County will pay to the Noteholder a late charge
equal to six percent (6%) of the payment amount which is past due.
The County shall pay and reimburse the Noteholders from the Pledged Funds for all
costs, fees and expenses of either Noteholder (including the reasonable fees and expenses
of Noteholder's counsel) incurred in connection with the enforcement of its rights hereunder.
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13
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO
THE AGREEMENTS AND THE MASTER RESOLUTION. This Agreement shall not
be amended, changed or modified without the prior written consent of the Noteholders and
the County. Notwithstanding the foregoing, if, in connection with the issuance of any
additional indebtedness of the County that is secured by the Pledged Funds, the County
provides the lender of such additional indebtedness acceleration rights as a remedy to any
event of default, then such provision shall be deemed to be incorporated by reference herein
and upon the request of the Noteholders, the County and the Noteholders shall promptly
amend this Agreement so as to provide the Noteholders with the same provisions. Section
5.02 of the Master Resolution may not be amended without the prior written consent of the
Noteholders.
SECTION 6.02. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which, when so executed and delivered, shall be an original;
but such counterparts shall together constitute but one and the same Agreement, and, in
making proof of this Agreement, it shall not be necessary to produce or account for more
than one such counterpart.
SECTION 6.03. SEVERABILITY. If any clause, provision or section of this
Agreement shall be held illegal or invalid by any court, the invalidity of such provisions or
sections shall not affect any other provisions or sections hereof, and this Agreement shall
be construed and enforced to the end that the transactions contemplated hereby be effected
and the obligations contemplated hereby be enforced, as if such illegal or invalid clause,
provision or section had not been contained herein.
SECTION 6.04. TERM OF AGREEMENT. This Agreement shall be in full
force and effect from the date hereof and shall continue in effect as long as either Note is
outstanding.
SECTION 6.05. NOTICE OF CHANGES IN FACT. Promptly after the
County becomes aware of the same, the County will notify the Noteholders of (a) any
change in any material fact or circumstance represented or warranted by the County in this
Agreement or in connection with the issuance of the Notes, and (b) any Event of Default or
event which, with notice or lapse of time or both, could become an Event of Default under
the Agreement, specifying in each case the nature thereof and what action the County has
taken, is taking and/or proposed to take with respect thereto.
SECTION 6.06. NOTICES. Any notices or other communications required or
permitted hereunder shall be sufficiently given if delivered personally or sent registered or
certified mail, postage prepaid, to St. Lucie County, Florida, 2300 Virginia Avenue, Fort
14
Pierce, Florida 34982, Attention: County Administrator (with a copy to the Clerk), and to
the Noteholder, TD Bank, N.A., 2307 West Kennedy Boulevard, Tampa, Florida 33609,
Attention: Robert W. Catoe, Vice President, or at such other address as shall be furnished
in writing by any such party to the other, and shall be deemed to have been given as of the
date so delivered or deposited in the United States mail.
SECTION 6.07. NO THIRD -PARTY BENEFICIARIES. This Agreement is
for the benefit of the County and the Noteholder and their respective successors and assigns,
and there shall be no third -party beneficiary with respect thereto.
SECTION 6.08. WAIVER OF JURY TRIAL. To the extent permitted by
applicable law, the County knowingly, voluntarily and intentionally waives any right it may
have to a trial by jury in respect of any litigation based on, or arising out of, under or in
connection with this Agreement, the Notes or any agreement contemplated to be executed
in connection therewith, or any course of conduct, course of dealing, statements (whether
verbal or written) or actions of the County or the Noteholders.
SECTION 6.09. APPLICABLE LAW; VENUE. The substantive laws of the
State of Florida shall govern this Agreement, the Notes or any agreement contemplated to
be executed in connection with this Agreement. The County submits to the jurisdiction of
Florida courts and federal courts and agrees that venue for any suit concerning this
Agreement shall be in St. Lucie County, Florida and the Southern District of Florida.
SECTION 6.10. INCORPORATION BY REFERENCE. All of the terms and
obligations of the Resolution are hereby incorporated herein by reference as if said
Resolution was fully set forth in this Agreement and the Notes.
[SIGNATURE PAGE FOLLOWS]
15
[SIGNATURE PAGE TO TAXABLE LOAN AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first set forth herein.
(SEAL)
ATTESTED:
IN
Clerk of the Circuit Court and Ex-
Officio Clerk of the Board of County
Commissioners
ST. LUCIE COUNTY, FLORIDA
Chairman, Board of County Commissioners
TD BANK, N.A.
Director
16
EXHIBIT A
UNITED STATES OF AMERICA
STATE OF FLORIDA
ST. LUCIE COUNTY, FLORIDA
TAXABLE SALES TAX REVENUE REFUNDING NOTE
SERIES 2022A
Interest Date of Final
Rate Issuance Maturity Date
2.24% February 24, 2022 October 1, 2033
(subject to adjustment)
KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida (the
"County"), for value received, hereby promises to pay to the order of TD Bank, N.A., or
its successors or assigns (the "Noteholder"), the principal sum of
DOLLARS ($) pursuant to that
certain Loan Agreement by and between the Noteholder and the County, dated as of
February 24, 2022 (the "Agreement"), and to pay interest on the outstanding principal
amount hereof from the Date of Issuance set forth above, or from the most recent date to
which interest has been paid, at the Interest Rate per annum identified above (subject to
adjustment as provided in the Agreement) on April 1 and October 1 of each year (each an
"Interest Payment Date"), commencing on April 1, 2022, so long as any amount under this
Note remains outstanding. Principal of this Note shall be payable on October 1 of each
year, commencing on October 1, 2022, through and including the Maturity Date identified
above. The principal payment schedule for this Note is set forth on Appendix I attached
hereto. The principal and interest on this Note is payable in any coin or currency of the
United States of America which, at the time of payment, is legal tender for the payment of
public and private debts. If any payment date is not a Business Day (as defined in the
Agreement), the corresponding payment shall be due on the next succeeding Business Day
provided that interest shall continue to accrue on principal until actually paid to the
Noteholder and any additional interest shall be paid on the actual payment date. No
presentment shall be required for any payment on this Note except upon the final payment
of the principal of the Note or as otherwise provided by the Agreement.
This Note is issued under the authority of and in full compliance with the Florida
Constitution, Chapter 125, Florida Statutes, and other applicable provisions of law, and
pursuant to Resolution No. 13-096 duly adopted by the Board of County Commissioners
of the County on May 21, 2013, as amended and supplemented (the "Resolution"), and is
A-1
subject to all terms and conditions of the Resolution and the Agreement. Any capitalized
term used in this Note and not otherwise defined shall have the meaning ascribed to such
term in the Agreement. This Note shall be deemed to be a 'Bond" for all purposes of the
Resolution. This Note is being issued to refund certain outstanding indebtedness of the
County as described in the Resolution and the Agreement.
This Note shall bear interest at the Interest Rate identified above calculated on the
basis of twelve 30-day calendar months and a 360 day year. Such Interest Rate is subject
to adjustment as provided in Section 5.02 of the Agreement. The Noteholder shall provide
to the County upon request such documentation to evidence the amount of interest due with
respect to the Note upon any such adjustment.
Notwithstanding any provision in this Note to the contrary, in no event shall the
interest contracted for, charged or received in connection with this Note (including any
other costs or considerations that constitute interest under the laws of the State of Florida
which are contracted for, charged or received) exceed the maximum rate of interest allowed
under the State of Florida as presently in effect.
All payments made by the County hereon shall apply first to fees, costs, late charges
and accrued interest, and then to the principal amount then due on this Note.
This Note shall not be or constitute a general obligation or indebtedness of the
County as a "bond" within the meaning of any constitutional or statutory provision, but
shall be special obligations of the County, payable solely from the Pledged Funds in
accordance with Section 2.04 of the Agreement. The Noteholder shall never have the right
to compel the exercise of any ad valorem taxing power to pay this Note, or be entitled to
payment of this Note from any moneys of the County except from the Pledged Funds in
the manner and to the extent provided in the Agreement.
This Note may be prepaid at the option of the County, from any moneys legally
available therefor, upon notice as provided in the Agreement, in whole or in part at any
time or from time to time, by paying to the Noteholder all or a part of the principal amount
of the Note to be prepaid, together with the unpaid interest accrued on the amount of
principal so prepaid to the date of such prepayment, together with the "fixed rate
prepayment charge" set forth in the Agreement. All prepayments of this Note shall be
applied in inverse order of scheduled principal payments unless otherwise agreed by the
County and the Noteholder in writing.
This Note is subject to mandatory tender, at the option of the County, in whole on
any date on or after July 6, 2023, subject to the terms hereof and upon at least fourteen (14)
days' prior written notice to the Noteholder by the County of its election to current refund
this Note by the issuance and delivery to the Noteholder of the Sales Tax Revenue
Refunding Note, Series 2023A in exchange therefor, together with accrued interest thereon
A-2
to the date of the mandatory tender and exchange, and opinions of Bond Counsel and
counsel to the County and other conditions precedent, all as provided in the Agreement.
This Note shall be and have all the qualities and incidents of a negotiable instrument
under the commercial laws and the Uniform Commercial Code of the State of Florida,
subject to any provisions for registration and transfer contained in the Agreement. So long
as any of this Note shall remain outstanding, the County shall maintain and keep books for
the registration and transfer of this Note.
IN WITNESS WHEREOF, the County caused this Note to be signed by the
manual signature of the Chairman and the seal of the County to be affixed hereto or
imprinted or reproduced hereon, and attested by the manual signature of the Clerk, and this
Note to be dated the Date of Issuance set forth above.
(SEAL)
By:
Clerk of the Board of County
Commissioners
ST. LUCIE COUNTY, FLORIDA
Chairman, Board of County Commissioners
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Appendix I
Principal Payment Schedule for the
ST. LUCIE COUNTY, FLORIDA
TAXABLE SALES TAX REVENUE REFUNDING NOTE, SERIES 2022A
Date Principal
10/01 /22
10/01 /23
10/01 /24
10/01 /25
10/01 /26
10/01 /27
10/01 /28
10/01 /29
10/01 /30
10/01/31
10/01 /32
10/01 /33 *
*Final maturity.
A-I-1
K t54 is o -�
UNITED STATES OF AMERICA
STATE OF FLORIDA
ST. LUCIE COUNTY, FLORIDA
TAXABLE SALES TAX REVENUE REFUNDING NOTE
SERIES 2022B
Interest
Rate
Date of
Issuance
1.65% February 24, 2022
(subject to adjustment)
$
Final
Maturity Date
October 1, 2025
KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida (the
"County"), for value received, hereby promises to pay to the order of TD Bank, N.A., or
its successors or assigns (the "Noteholder"), the principal sum of
DOLLARS ($ ) pursuant to that
certain Loan Agreement by and between the Noteholder and the County, dated as of
February 24, 2022 (the "Agreement"), and to pay interest on the outstanding principal
amount hereof from the Date of Issuance set forth above, or from the most recent date to
which interest has been paid, at the Interest Rate per annum identified above (subject to
adjustment as provided in the Agreement) on April 1 and October 1 of each year (each an
"Interest Payment Date"), commencing on April 1, 2022, so long as any amount under this
Note remains outstanding. Principal of this Note shall be payable on October 1 of each
year, commencing on October 1, 2022, through and including the Maturity Date identified
above. The principal payment schedule for this Note is set forth on Appendix I attached
hereto. The principal and interest on this Note is payable in any coin or currency of the
United States of America which, at the time of payment, is legal tender for the payment of
public and private debts. If any payment date is not a Business Day (as defined in the
Agreement), the corresponding payment shall be due on the next succeeding Business Day
provided that interest shall continue to accrue on principal until actually paid to the
Noteholder and any additional interest shall be paid on the actual payment date. No
presentment shall be required for any payment on this Note except upon the final payment
of the principal of the Note or as otherwise provided by the Agreement.
This Note is issued under the authority of and in full compliance with the Florida
Constitution, Chapter 125, Florida Statutes, and other applicable provisions of law, and
pursuant to Resolution No. 13-096 duly adopted by the Board of County Commissioners
of the County on May 21, 2013, as amended and supplemented (the "Resolution"), and is
subject to all terms and conditions of the Resolution and the Agreement. Any capitalized
term used in this Note and not otherwise defined shall have the meaning ascribed to such
term in the Agreement. This Note shall be deemed a "Bond" for all purposes of the
Resolution. This Note is being issued to refund certain outstanding indebtedness' of the
County as described in the Resolution and the Agreement.
This Note shall bear interest at the Interest Rate identified above calculated on the
basis of twelve 30-day calendar months and a 360 day year. Such Interest Rate is subject
to adjustment as provided in Section 5.02 of the Agreement. The Noteholder shall provide
to the County upon request such documentation to evidence the amount of interest due with
respect to the Note upon any such adjustment.
Notwithstanding any provision in this Note to the contrary, in no event shall the
interest contracted for, charged or received in connection with this Note (including any
other costs or considerations that constitute interest under the laws of the State of Florida
which are contracted for, charged or received) exceed the maximum rate of interest allowed
under the State of Florida as presently in effect.
All payments made by the County hereon shall apply first to fees, costs, late charges
and accrued interest, and then to the principal amount then due on this Note.
This Note shall not be or constitute a general obligation or indebtedness of the
County as a "bond" within the meaning of any constitutional or statutory provision, but
shall be special obligations of the County, payable solely from the Pledged Funds in
accordance with Section 2.04 of the Agreement. The Noteholder shall never have the right
to compel the exercise of any ad valorem taxing power to pay this Note, or be entitled to
payment of this Note from any moneys of the County except from the Pledged Funds in
the manner and to the extent provided in the Agreement.
This Note may be prepaid at the option of the County, from any moneys legally
available therefor, upon notice as provided in the Agreement, in whole or in part at any
time or from time to time, by paying to the Noteholder all or a part of the principal amount
of the Note to be prepaid, together with the unpaid interest accrued on the amount of
principal so prepaid to the date of such prepayment, without any prepayment premium or
penalty. All prepayments of this Note shall be applied in inverse order of scheduled
principal payments unless otherwise agreed by the County and the Noteholder in writing.
This Note is subject to mandatory tender, at the option of the County, in whole on
any date on or after July 6, 2023, subject to the terms hereof and upon at least fourteen (14)
days' prior written notice to the Noteholder by the County of its election to current refund
this Note by the issuance and delivery to the Noteholder of the Sales Tax Revenue
Refunding Note, Series 2023B in exchange therefor, together with accrued interest thereon
to the date of the mandatory tender and exchange, and opinions of Bond Counsel and
counsel to the County and other conditions precedent, all as provided in the Agreement.
IMP)
This Note shall be and have all the qualities and incidents of a negotiable instrument
under the commercial laws and the Uniform Commercial Code of the State of Florida,
subject to any provisions for registration and transfer contained in the Agreement. So long
as any of this Note shall remain outstanding, the County shall maintain and keep- books for
the registration and transfer of this Note.
IN WITNESS WHEREOF, the County caused this Note to be signed by the
manual signature of the Chairman and the seal of the County to be affixed hereto or
imprinted or reproduced hereon, and attested by the manual signature of the Clerk, and this
Note to be dated the Date of Issuance set forth above.
ST. LUCIE COUNTY, FLORIDA
(SEAL)
Chairman, Board of County Commissioners
ATTESTED:
By:
Clerk of the Board of County
Commissioners
Appendix I
Principal Payment Schedule for the
ST. LUCIE COUNTY, FLORIDA
TAXABLE SALES TAX REVENUE REFUNDING NOTE, SERIES 2022B
Date Principal
10/01 /22
10/01 /23
10/01 /24
10/01 /25 *
*Final maturity.
B-I-1
EXHIBIT D
FORM OF ESCROW DEPOSIT AGREEMENT
NGN Draft No.3 2/ /2022
016.26
ESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT (the "Agreement"), dated as of February 1, 2022,
by and between St. Lucie County, Florida (the "Issuer") and The Bank of New York Mellon Trust
Company, N.A. (the "Escrow Agent"), a national banking association having its designated
corporate trust office in Jacksonville, Florida, as escrow agent hereunder.
WHEREAS, the Issuer has heretofore issued its Sales Tax Refunding Revenue Bonds,
Series 2013A (the "Series 2013A Bonds") and its Sales Tax Refunding Revenue Bonds, Series
2013B (the "Series 2013B Bonds", together with the Series 2013A Bonds, the "Refunded Bonds")
pursuant to Resolution No. 13-096 of the Issuer, adopted May 21, 2013 (the "Master Resolution"),
as amended and supplemented, including by Resolution No. , adopted February 15, 2022
(collectively, the "Resolution"); and
WHEREAS, the Issuer has determined to issue its $ Taxable Sales Tax
Revenue Refunding Note, Series 2022A (the "Series 2022A Note") and its $ Taxable
Sales Tax Revenue Refunding Note, Series 2022B (the "Series 2022B Note"), pursuant to the terms
of the Resolution for the purpose of refunding the Refunded Bonds, and desires to provide payment
of the Refunded Bonds as set forth on Schedule A attached hereto and discharge and satisfy the
pledges, liens and other obligations of the Issuer with respect to the Refunded Bonds under the
Resolution; and
WHEREAS, the issuance of the Series 2022A Note and the Series 2022B Note, the deposit
of proceeds of the Series 2022A Note and the Series 2022B Note into an Escrow Fund (herein
defined) to be held by the Escrow Agent and the discharge and satisfaction of the pledges, liens
and other obligations of the Issuer under the Resolution in regard to the Refunded Bonds shall
occur as a simultaneous transaction; and
WHEREAS, this Agreement is intended to effectuate such simultaneous transaction;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. The Issuer represents that the recitals stated above are true and such recitals are
correct and incorporated herein.
2. Receipt of the Resolution is hereby acknowledged by the Escrow Agent. The
Escrow Agent also acknowledges receipt of the verification report of , dated
(the "Verification Report"). The applicable and necessary provisions of the
Resolution are incorporated herein by reference. Reference herein to or citation herein of any
provisions of the Resolution shall be deemed to incorporate the same as a part hereof in the same
manner and with the same effect as if the same were fully set forth herein.
3. The Issuer by this writing. exercises its option to have the pledges, liens and
obligations to the holder of the Refunded Bonds defeased, discharged and satisfied.
4. There is hereby created and established with the Escrow Agent a special, segregated
and irrevocable Escrow Fund designated the "St. Lucie County, Florida Sales Tax Refunding
Revenue Bonds, Series 2013A and Series 2013B Escrow Fund (the "Escrow Fund"). The Escrow
Fund shall be held in the custody of the Escrow Agent as an Escrow Fund for the benefit of the
holders of the Refunded Bonds, separate and apart from other funds and accounts of the Issuer and
the Escrow Agent. The Escrow Agent hereby accepts the Escrow Fund and acknowledges the
receipt of and deposit to the credit of the Escrow Fund of the sum of $ in immediately
available funds. The Issuer represents that $ of such amount constitutes proceeds of the
Series 2022A Note, $ of such amount constitutes proceeds of the Series 2022B Note,
and the remainder of such funds are derived from amounts held for the benefit of the Refunded
Bonds provided by the Issuer. For purposes of this Agreement, the Escrow Fund shall consist of
a single fund with no sub -accounts.
5. The Escrow Agent shall, concurrently with the Issuer's deposit, use such amount to
purchase on behalf of and for the account of the Issuer, certain direct non -callable obligations of
the United States of America (the "Initial Escrow Securities"), in the aggregate principal or par
amount of $ , which are described in Schedule A hereto, and the Escrow Agent will
deposit such obligations in the Escrow Fund. The remaining $3.34 (the "Cash Deposit") shall be
held as cash in the Escrow Fund. Any securities which shall be on deposit in the Escrow Fund,
including the Initial Escrow Securities, shall herein be referred to as the "Escrow Securities."
6. In reliance upon the Verification Report, the Issuer represents and warrants that the
interest on and the principal amounts successively maturing on the Escrow Securities in
accordance with their terms (without consideration of any reinvestment of such maturing principal
and interest), together with the Cash Deposit, are sufficient such that moneys will be available to
the Escrow Agent in amounts sufficient and at the times required to pay the amounts of principal
of, redemption premium, if any, and interest due and to become due on the Refunded Bonds as
described in Schedule B attached hereto. If the Escrow Securities shall be insufficient to make
such redemption payments, the Issuer shall timely deposit to the Escrow Fund, solely from legally
available funds of the Issuer, such additional amounts as may be required to pay the Refunded
Bonds as described in Schedule B hereto. Notice of any insufficiency shall be given by the Escrow
Agent to the Issuer as promptly as possible, but the Escrow Agent shall in no manner be responsible
for the Issuer's failure to make such deposits.
7. The deposit of the Escrow Securities in the Escrow Fund shall constitute an
irrevocable deposit of federal securities in trust solely for the payment of the principal of,
redemption premium, if any, and interest on the Refunded Bonds at such times and amounts as set
forth in Schedule B hereto, and subject to the provisions of Section 9 and Section 17 hereof, the
2
principal of and interest earnings on such Escrow Securities and the Cash Deposit shall be used
solely for such purposes.
8. The Escrow Agent shall pay the registered owner of the Refunded Bonds from the
moneys on deposit in the Escrow Fund an amount sufficient to redeem the Refunded Bonds prior
to their scheduled maturity date as contemplated in Schedule B attached hereto. The Escrow
Securities shall be used to pay the principal of, redemption premium, if any, and interest on the
Refunded Bonds as the same is redeemed. The liability of the Escrow Agent for the payment of
the principal of, redemption premium, if any, and interest on the Refunded Bonds pursuant to this
Agreement shall be limited to the application of the Escrow Securities and the Cash Deposit and
the interest earnings thereon available for such purposes in the Escrow Fund.
9. Moneys deposited in the Escrow Fund shall be invested only in the Escrow
Securities listed in Schedule A hereto and, except as provided in Section 5 hereof and in this
Section 9, neither the Issuer nor the Escrow Agent shall otherwise invest or reinvest any moneys
in the Escrow Fund.
Except as provided in Section 5 hereof and in this Section 9, the Escrow Agent may not
sell or otherwise dispose of any or all of the Escrow Securities in the Escrow Fund and reinvest
the proceeds thereof in other securities nor may it substitute securities for any of the Escrow
Securities, except upon written direction of the Issuer and where, prior to any such reinvestment
or substitution, the Escrow Agent has received from the Issuer the following:
(a) a written verification report by an independent certified public accountant or firm
of independent certified public accountants, of recognized standing, appointed by
the Issuer, addressed to the Issuer and the Escrow Agent, stating that after such
reinvestment or substitution the principal amount of Escrow Securities, together
with the interest therein, will be sufficient to pay the Refunded Bonds as described
in Schedule B hereto; and
(b) a written opinion of Bond Counsel to the effect that such investment (i) does not
violate any provision of Florida law or of the Resolution and (ii) will not adversely
affect the tax-exempt status of the Refunded Bonds;
provided, that the Escrow Agent shall not release any Escrow Securities then held
in the Escrow Fund for such sale, transfer, exchange, redemption or other
disposition until the Escrow Agent shall be in possession of the proceeds thereof or
the substituted securities.
In the event the above -referenced verification concludes that there are surplus moneys in
the Escrow Fund, such surplus moneys shall be released to the Issuer upon its written
direction. The Escrow Fund shall continue in effect until the date upon which the Escrow Agent
makes the final payment to the paying agent for the Refunded Bonds in an amount sufficient to
pay the Refunded Bonds as described in Schedule B hereto, whereupon the Escrow Agent shall
sell upon written direction from the Issuer or redeem any Escrow Securities remaining in the
Escrow Fund, and shall remit to the Issuer the proceeds thereof, together with all other money, if
any, then remaining in the Escrow Fund.
10. The Issuer has been advised by counsel that, concurrently with the deposit of the
Initial Escrow Securities and the Cash Deposit set forth in Section 5 hereof, the Refunded Bonds
are hereby deemed to have been paid and discharged within the meaning and with the effect
expressed in the Resolution. The Escrow Agent is directed to and agrees to provide notice of
redemption of the Refunded Bonds, substantially in the form attached hereto as Schedule C, in the
manner provided in the Resolution, and within ten business days of the execution hereof, post a
notice of defeasance substantially in the form attached hereto as Schedule D on the Municipal
Securities Rulemaking Board's EMMA platform, and mail a notice o such defeasance to the
holders of the Refunded Bonds as required by the terms of the Resolution. The Refunded Bonds
shall be redeemed on October 1, 2023 at a redemption price of 100% of par, plus accrued interest.
11. Concurrently with the deposit of the Escrow Securities set forth in Section 5 hereof,
the Refunded Bonds shall be deemed to have been paid within the meaning and with the effect
expressed in the Resolution.
12. The Escrow Fund hereby created shall be irrevocable and the holders of the
Refunded Bonds shall have an express lien on all amounts on deposit in the Escrow Fund pursuant
to the terms hereof until paid out, used and applied in accordance with this Agreement and the
Resolution. Neither the Issuer nor the Escrow Agent shall cause nor permit any other lien or
interest whatsoever to be imposed upon the Escrow Fund.
13. This Agreement is made for the benefit of the Issuer and the holders from time to
time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended or
supplemented in whole or in part without the written consent of such holder of the Refunded Bonds
and the written consent of the Escrow Agent; provided, however, that the Issuer and the Escrow
Agent may, without the consent of, or notice to, such holder, enter into such agreements
supplemental to this Agreement as shall not adversely affect the rights of such holder and as shall
not be inconsistent with the terms and provisions of this Agreement, for any one or more of the
following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement;
(b) to grant, or confer upon, the Escrow Agent for the benefit of the holder of the
Refunded Bonds, any additional rights, remedies, powers or authority that may
lawfully be granted to, or conferred upon, such holder or the Escrow Agent; and
(c) to subject to this Agreement additional funds, securities or properties.
The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of Bond
Counsel with respect to compliance with this Section 13, including the extent, if any, to which any
4
change, modification or addition affects the rights of the holder of the Refunded Bonds, or that
any instrument executed hereunder complies with the conditions and provisions of this Section 13.
14. In consideration of the services rendered by the Escrow Agent under this
Agreement, the Issuer agrees to and shall pay to the Escrow Agent a one-time fee of $750, and
promptly on receipt of an invoice to pay all reasonable, customary and ordinary expenses, charges,
attorneys' fees, costs and expenses and other disbursements incurred by it in connection with
publication of notices of redemption and appointment of a successor Escrow Agent hereunder.
Additionally, should the Escrow Agent perform any extraordinary services not contemplated
hereunder, it shall be entitled to extraordinary fees, costs and expenses and reimbursement of any
out of pocket and extraordinary costs and expenses, including, but not limited to, attorneys' fees,
made in connection with such extraordinary services. The Escrow Agent shall have no lien
whatsoever upon any amount in said Escrow Fund for the payment of such proper fees and
expenses. The Issuer hereby assumes liability for, and hereby agrees (whether or not any of the
transactions contemplated hereby are consummated), to the extent permitted by law, and solely
from the Pledged Funds under the Resolution, to indemnify, protect, save and keep harmless the
Escrow Agent and its respective successors, assigns, agents and servants, from and against any
and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses
and disbursements (including reasonable legal fees, costs and expenses and disbursements), which
may be imposed on, incurred by, or asserted against, at any time, the Escrow Agent (whether or
not also indemnified against the same by the Issuer or any other person under any other agreement
or instrument) and in any way relating to or arising out of the execution and delivery of this
Agreement, the establishment of the Escrow Fund established hereunder, the acceptance of the
funds and securities deposited hereunder, and any payment, transfer or other application of funds
or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided,
however, that the Issuer shall not be required to indemnify the Escrow Agent against its own gross
negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of
the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section.
The indemnities contained in this Section shall survive the termination of this Agreement or the
sooner resignation or removal of the Escrow Agent.
The Escrow Agent undertakes to perform only such duties as are expressly set forth herein.
The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the
express provisions of this Agreement, and no further duties or responsibilities shall be implied.
The Escrow Agent shall not have any liability under, nor duty to inquire into the terms and
provisions of, any agreement or instructions, other than as outlined in the Agreement. The Escrow
Agent shall conclusively rely and shall be fully protected in acting or refraining from acting upon
any written notice, instruction or request furnished to it hereunder and believed by it to be genuine
and to have been signed or presented by the proper party or parties. The Escrow Agent shall be
under no duty to inquire into or investigate the validity, accuracy or content of any such document.
The Escrow Agent in its capacity as Escrow Agent hereunder shall not have any liability for any
loss sustained as a result of any investment made pursuant to this Agreement or as a result of any
directed liquidation of any investment prior to its maturity. The Escrow Agent shall have no duty
to solicit any payments that may be due it hereunder. The Escrow Agent shall not incur any
E
liability for following the instructions herein contained or expressly provided for, or written
instructions given by the parties hereto. In the administration of this Escrow Agreement and the
Escrow Fund hereunder, the Escrow Agent may execute any of its powers and perform its duties
hereunder directly or through agents or attorneys, and may consult with counsel, accountants and
other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of
any such counsel, accountants or other skilled persons. The Escrow Agent shall not be liable for
any action taken or neglected to be taken in performing or attempting to perform its obligations
hereunder other than for its negligence or willful misconduct. Anything in this Agreement to the
contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Escrow Agent has been advised of such loss or damage and regardless of the form of
action. The Escrow Agent shall not be required to expend its own funds for the performance of its
duties hereunder.
The Escrow Agent may act without liability, upon any written notice, request, waiver,
opinion, consent, certificate, receipt, authorization, power of attorney, or other instrument or
document which the Escrow Agent in good faith believes to be genuine and to be what it purports
to be and the Escrow Agent shall be under no duty to make an investigation or inquiry as to matters
contained in any such instrument or document.
The Escrow Agent shall not be responsible or liable for any failure or delay in the
performance of its obligations under this Agreement arising out of or caused, directly or indirectly,
by circumstances beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances;
sabotage; epidemic; pandemic; riots; interruptions; loss or malfunctions of utilities, computer
(hardware or software) or communications services; accidents; labor disputes; acts of civil or
military authority or governmental action; it being understood that the Escrow Agent shall use
commercially reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as reasonably practicable under the circumstances.
15. On or before each November 1, commencing November 1, 2022 and concluding
November 1, 2023, the Escrow Agent shall forward, in writing, to the Issuer, a statement in detail
of the deposit and withdrawal of money from the Escrow Fund, since the date of this Agreement.
16. The Escrow Agent, at the time acting hereunder, may at any time resign and be
discharged from the duties and obligations hereby created by giving not less than twenty (20) days'
written notice to the Issuer and mailing notice thereof, specifying the date when such resignation
will take effect to the holder of the Refunded Bonds then outstanding, but no such resignation shall
take effect unless a successor Escrow Agent shall have been appointed by the holder of the
Refunded Bonds then outstanding or by the Issuer as hereinafter provided and such successor
Escrow Agent shall have accepted such appointment, in which event such resignation shall take
effect immediately upon the appointment and acceptance of a successor Escrow Agent.
0
The Escrow Agent may be replaced at any time upon thirty (30) days' notice by an
instrument or concurrent instruments in writing, delivered to the Escrow Agent and signed by the
Issuer or a majority of the holders of the Refunded Bonds then outstanding. Such instrument shall
provide for the appointment of a successor Escrow Agent, which appointment shall occur
simultaneously with the removal of the Escrow Agent.
In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or
shall be in the course of dissolution or liquidation, or otherwise become incapable of acting
hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or
officers, or of a receiver appointed by a court, a successor may be appointed by the holder of the
Refunded Bonds then outstanding by an instrument or concurrent instruments in writing, signed
by such holder, or by its attorneys in fact, duly authorized in writing; provided, nevertheless, that
in any such event, the Issuer shall appoint a temporary Escrow Agent to fill such vacancy until a
successor Escrow Agent shall be appointed by the holder of the Refunded Bonds then outstanding
in the manner above provided, and any such temporary Escrow Agent so appointed by the Issuer
shall immediately and without further act be superseded by the Escrow Agent so appointed by
such holder. The Issuer shall mail notice of any such appointment made by it at the times and in
the manner described in the first paragraph of this Section 16.
In the event that no appointment of a successor Escrow Agent or a temporary successor
Escrow Agent shall have been made by such holder or the Issuer pursuant to the foregoing
provisions of this Section 16 within twenty (20) days after written notice of resignation of the
Escrow Agent has been given to the Issuer, the holder of the Refunded Bonds or any retiring
Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor
Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper,
appoint a successor Escrow Agent.
No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall
be a corporation with trust powers organized under the banking laws of the United States or any
State, and shall have at the time of appointment capital and surplus of not less than $20,000,000.
In the event of replacement or resignation of the Escrow Agent, the Escrow Agent shall
have no further liability hereunder and the Issuer shall pay any applicable termination fees and
expenses and indemnify and hold harmless the Escrow Agent from any such liability, including
costs or expenses (including legal fees, costs and expenses) incurred by Escrow Agent or its
counsel.
Every successor Escrow Agent appointed hereunder shall execute, acknowledge and
deliver to its predecessor and to the Issuer an instrument in writing accepting such appointment
hereunder and certifying that it is eligible to serve as successor Escrow Agent and thereupon such
successor Escrow Agent, without any further act, deed or conveyance, shall become fully vested
with all the rights, immunities, powers, duties and obligations of its predecessor; but such
predecessor shall nevertheless, on the written request of such successor Escrow Agent or the Issuer
execute and deliver an instrument transferring to such successor Escrow Agent all the estates,
7
properties, rights, and powers of such predecessor hereunder; and every predecessor Escrow Agent
shall deliver all securities and moneys held by it to its successor; provided, however, that before
any such delivery is required to be made, all fees, advances and expenses of the retiring or removed
Escrow Agent shall be paid in full. Should any transfer, assignment or instrument in writing from
the Issuer be required by any successor Escrow Agent for more fully and certainly vesting in such
successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be
vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing
shall, on request, be executed, acknowledged and delivered by the Issuer.
Any corporation into which the Escrow Agent, or any successor to it in the escrow created
by this Agreement, may be merged or converted or with which it or any successor to it may be
consolidated, or any corporation resulting from any merger, conversion, consolidation or tax-free
reorganization to which the Escrow Agent or any successor to it shall be a party shall be the
successor Escrow Agent under this Agreement without the execution or filing of any paper or any
other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
17. Except as otherwise provided herein, this Agreement shall terminate when all
transfers and payments required to be made by the Escrow Agent under the provisions hereof shall
have been made. Upon such termination, all moneys remaining in the Escrow Fund shall be
released to the Issuer for deposit to the Revenue Fund under the Resolution.
18. The Issuer acknowledges that to the extent the regulations of the Comptroller of the
Currency or other applicable regulatory entity grant the Issuer the right to receive individual
confirmations of security transactions at no additional cost, as they occur, the Issuer specifically
waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish
the Issuer monthly cash transaction statements that include detail for all investment transactions
made by the Escrow Agent hereunder.
19. This Agreement shall be governed by the applicable laws of the State of Florida,
without regard to conflict of law principles.
20. If any one or more of the covenants or agreements provided in this Agreement on
the part of the Issuer or the Escrow Agent to be performed should be determined by a court of
competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and agreements herein contained and shall
in no way affect the validity of the remaining provisions of this Agreement.
21. This Agreement may be executed in several counterparts, all or any of which shall
be regarded for all purposes as one original and shall constitute and be but one and the same
instrument. The transactions described herein may be conducted and related documents may be
sent and stored by electronic means.
8
22. Any notice, authorization, request or demand required or permitted to be given in
accordance with the terms of this Agreement shall be in writing and sent by registered or certified
mail addressed to:
The Bank of New York Mellon Trust Company, N.A.
4655 Salisbury Road, Suite 300
Jacksonville, Florida 32256
Attention: Corporate Trust
St. Lucie County, Florida
2300 Virginia Avenue
Fort Pierce, Florida 34982
Attention: County Administrator
G�
SIGNATURE PAGE OF THE ISSUER FOR
ESCROW DEPOSIT AGREEMENT
IN WITNESS WHEREOF, the parties hereto have made and executed this Escrow
Deposit Agreement to be executed by their duly authorized officers or agents and appointed
officials and, in the case of the Issuer, its seal to be hereunder affixed and attested as of the date
first above written.
ATTEST:
Clerk of the Circuit Court and Ex-
Officio Clerk of the Board of County
Commissioners
ST. LUCIE COUNTY, FLORIDA
Chairman of the Board of County Commissioners
S-1
SIGNATURE PAGE OF THE ESCROW AGENT FOR
ESCROW DEPOSIT AGREEMENT
IN WITNESS WHEREOF, the parties hereto have made and executed this Escrow
Deposit Agreement to be executed by their duly authorized officers and appointed officials and, in
the case of the Issuer, its seal to be hereunder affixed and attested as of the date first above written.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Escrow Agent
By:
Title: Authorized Officer
S-2
Maturity Date
04/01 /2022
10/01 /2022
04/01 /2023
10/01 /2023
INITIAL ESCROW SECURITIES
Type Interest Rate
A-1
Par Amount
SCHEDULE A
REFUNDED BONDS
Principal
Date
Principal Interest Redeemed
04/01 /2022
$843,275.00
10/01/2022
$3,050,000.00 843,275.00
04/01 /2023
767,025.00
10/01 /2023
3,200,000.00 767,025.00 $29,880,000.00
101
SCHEDULE B
Total
$843,275.00
3,893,275.00
767,025.00
$33,847,025.00
SCHEDULE C
NOTICE OF REDEMPTION
St. Lucie County, Florida
Sales Tax Refunding Revenue Bonds, Series 2013A
and
St. Lucie County, Florida
Sales Tax Refunding Revenue Bonds, Series 2013B
NOTICE IS HEREBY GIVEN on behalf of St. Lucie County, Florida (the "County")
pursuant to that certain Resolution No. 13-096, adopted May 21, 2013, as amended and
supplemented (the "Master Resolution"), particularly as supplemented by Resolution No. ,
adopted February 15, 2022 (the "2022 Resolution") (collectively, the "Resolution") that the
County's outstanding Sales Tax Refunding Revenue Bonds, Series 2013A and its outstanding Sales
Tax Refunding Revenue Bonds, Series 2013B (collectively, the "Refunded Bonds"), which were
originally issued on July 3, 2013, shall be redeemed, prior to their stated maturity, on October 1,
2023 (the "Redemption Date"), at a redemption price equal to 100% of the principal amount
thereof, together with interest accrued thereon to the Redemption Date.
Payment of the Redemption Price of such Refunded Bonds shall become due and payable
on the Redemption Date and shall be paid by wire transfer of The Bank of New York Mellon Trust
Company, N.A., as escrow agent. Interest and principal on such Refunded Bonds accruing prior
to the Redemption Date will be paid in the usual manner. Interest on such Refunded Bonds will
cease to accrue from and after the Redemption Date. The redemption referenced in this Notice of
Redemption is specifically conditioned on the issuance of the County's Taxable Sales Tax Revenue
Refunding Note, Series 2022A and its Sales Tax Revenue Refunding Note, Series 2022B.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Escrow
Agent
By:
Dated: 92023
SCHEDULED
NOTICE OF DEFEASANCE
St. Lucie County, Florida
Sales Tax Refunding Revenue Bonds, Series 2013A
CUSIP MATURITY DATE RATE PRINCIPAL AMOUNT
792072DM9
10/1 /2023
5.000%
$2,110,000
792072ED8
10/1 /2023
5.000
1,090,000
792072EE6
10/1/2024
5.000
1,145,000
792072EF3
10/ 1 /2025
5.000
1,200,000
792072DN7
10/1 /2024
5.000
2,215,000
792072DP2
10/1 /2025
5.000
2,325,000
792072DQO
10/1 /2028
5.000
7,695,000
792072DR8
10/1/2032
4.000
11,995,000
792072DS6
10/1 /2033
5.000
3,305,000
St. Lucie County, Florida
Sales Tax Refunding Revenue Bonds, Series 2013B
CUSIP MATURITY DATE
792072ED8 10/1 /2023
792072EE6 10/ 1 /2024
792072EF3 10/1/2025
RATE PRINCIPAL AMOUNT
5.000% $1,090,000
5.000 1,145,000
5.000 1,200,000
Notice is hereby given by St. Lucie County, Florida (the "Issuer") of the defeasance of the
Issuer's Sales Tax Refunding Revenue Bonds, Series 2013A and Sales Tax Refunding Revenue
Bonds, Series 2013B referenced above (the "Refunded Bonds"). The Issuer has caused to be
deposited in trust with The Bank of New York Mellon Trust Company, N.A., pursuant to an
Escrow Deposit Agreement, dated as of February 1, 2022 (the "Escrow Eposit Agreement")
obligations of the United States of America the principal and interest on which will be available
for the payment of principal of and interest on the Refunded Bonds through October 1, 2023 and
to redeem the Refunded Bonds on October 1, 2023, at a price of 100% of the principal amount
thereof.
In accordance with the provisions of Resolution No. 13-096, adopted May 21, 2013, as
amended and supplemented, the Refunded Bonds have been paid and the holders thereof shall have
the right to look only to amounts held pursuant to the Escrow Deposit Agreement for payment of
the Refunded Bonds. The Refunded Bonds will be redeemed in full on October 1, 2023.
This notice is an informational notice only and is not a notice of redemption. No action is
required of registered owners of Refunded Bonds at this time. Registered owners of Refunded
Bonds will be notified at least 30 days prior to October 1, 2023 of the redemption of the Refunded
Bonds on October 1, 2023, which notice will include the correct address for forwarding of bonds
for payment.
D- I
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Escrow Agent, on behalf of
St. Lucie County, Florida
D-2