HomeMy WebLinkAbout24-078RESOLUTION NO. 24-078
A RESOLUTION BY THE BOARD OF COUNTY
COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA
AUTHORIZING THE EXECUTION AND DELIVERY OF A
SUPPLEMENTAL TRUST INDENTURE BY AND BETWEEN
THE COUNTY AND THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. RELATIVE TO THE COUNTY'S
SOLID WASTE DISPOSAL REVENUE REFUNDING BONDS
(FLORIDA POWER & LIGHT COMPANY PROJECT), SERIES
2003; EXTENDING THE MATURITY OF SUCH BONDS AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, St. Lucie County, Florida (the "County") and The Bank of New York Mellon
Trust Company, N.A., as Trustee (the "Trustee") entered into a Trust Indenture (the "Indenture")
dated as of May 1, 2003 which provided for the issuance by the County of its Solid Waste Disposal
Revenue Refunding Bonds (Florida Power & Light Company Project), Series 2003 (the "Series
2003 Bonds"); and
WHEREAS, proceeds of the Series 2003 Bonds were loaned to Florida Power & Light
Company ("FPL") to refinance certain bonds previously issued by the County for the benefit of
FPL, which loan was made pursuant to a Loan Agreement dated as of May 1, 2003 between the
Issuer and FPL (the "Loan Agreement"); and
WHEREAS, the Series 2003 Bonds mature on May 1, 2024 and FPL has requested the
County and the Trustee to approve an extension of the maturity date of the Series 2003 Bonds to
May 1, 2029; and
WHEREAS, the County and the Trustee have agreed to the extension of the maturity date
for the Series 2003 Bonds, subject to the receipt of the written consent of 100% of the beneficial
holders of the Series 2003 Bonds as required by the Section 1102 of the Indenture.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE
COUNTY, FLORIDA (the "Board"):
SECTION 1. This Resolution is adopted pursuant to the Constitution of the State
of Florida, Part II of Chapter 159, Florida Statutes, as amended, and other applicable provisions of
law (collectively, the "Act").
SECTION 2. The foregoing recitals are hereby adopted by the Board.
SECTION 3. The Supplemental Trust Indenture (the "Supplemental Trust
Indenture") by and between the County and the Trustee in substantially the form submitted to this
meeting and attached hereto as Exhibit A, be and the same hereby is approved, and the Chairman
or the Vice Chairperson of the Board is hereby authorized and directed to execute, and the Clerk
of the Board or Deputy Clerk of the Board to attest, if necessary, the Supplemental Trust Indenture
and to deliver the same to FPL, with such changes, insertions and omissions as shall be approved
by the Chairman or Vice Chairperson (such approval to be conclusively evidenced by the
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execution and delivery thereof), and the Clerk of the Board or any Deputy Clerk of the Board is
hereby authorized and directed, if necessary, to affix and attest the seal of the County thereto. The
Trustee will, at the expense of FPL, provide notice of the executed Supplemental Trust Indenture
to be provided to all beneficial holders of the Series 2003 Bonds as required by the Indenture.
SECTION 4. The County and its members, officers, employees and agents acting
on behalf of the County are hereby authorized and directed to execute such documents, instruments
and contracts, including but not limited to, replacement Series 2003 Bonds, and other
documentation, whether or not expressly contemplated herein, and to do all acts and things
required by the provisions of this Resolution and the documents authorized hereunder and related
thereto, as otherwise may be necessary or desirable to effectuate the purpose and intent of this
Resolution.
SECTION 5. In case any one or more of the provisions of this Resolution shall
for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other
provisions of this Resolution, and this Resolution shall be construed and enforced as if such illegal
or invalid provision had not been contained herein. This Resolution is adopted and the documents
authorized hereunder shall be executed with the intent that the laws of the State of Florida shall
govern their construction, except as shall otherwise be expressly provided by the terms thereof.
SECTION 6. All resolutions or parts thereof in conflict herewith are hereby
repealed.
SECTION 7. This Resolution shall become effective immediately upon its
adoption.
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PASSED AND ADOPTED at a meeting duly called and held this oC3 day of April, 2024.
ST. LUCIE COUNTY, FLORIDA
(SEAL)
By:
Vice -Chair, Board of C unty
Commissioners
By:
C erk of the Circuit Court,(ex officio
erk of the Board of County
Commissioners
APPROVE AS TO FORM AND
CORRECIN SS:
By:
County Attorn
[Signature page to Resolution]
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066564.10003
LIST OF EXHIBITS
Exhibit A — Supplemental Trust Indenture
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SUPPLEMENTAL TRUST INDENTURE
BY AND BETWEEN
ST. LUCIE COUNTY, FLORIDA
AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Dated as of April 23, 2024
Amending the
Trust Indenture
Dated as of May 1, 2003
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THIS SUPPLEMENTAL TRUST INDENTURE is made and entered into as of the 23rd
day of April 2024 (“the Supplement”), by and between St. Lucie County, Florida (the “Issuer”)
and The Bank of New York Mellon Trust Company, N.A., a national banking association
organized and existing under the laws of the United States of America, as successor trustee (the
“Trustee”) under the Trust Indenture, dated as of May 1, 2003, by and between the Trustee and the
Issuer (the “Indenture”).
W I T N E S S E T H:
WHEREAS, the Issuer and the Trustee entered into the Indenture which provided for the
issuance by the Issuer of its Solid Waste Disposal Revenue Refunding Bonds (Florida Power &
Light Company Project) Series 2003 (the “Series 2003 Bonds”); and
WHEREAS, proceeds of the Series 2003 Bonds were loaned to Florida Power & Light
Company (“FPL”) to refinance certain bonds previously issued by the Issuer for the benefit of
FPL, which loan was made pursuant to a Loan Agreement dated as of May 1, 2003 between the
Issuer and FPL (the “Loan Agreement”); and
WHEREAS, the Series 2003 Bonds currently mature on May 1, 2024 and FPL has
requested the Issuer and the Trustee to approve an extension of the maturity date of the Series 2003
Bonds to May 1, 2029; and
WHEREAS, the Series 2003 Bonds were recently subject to mandatory tender for purchase
on March 20, 2024 and remarketed to new holders on March 20, 2024, 100% of which new holders
have consented to the extension of the maturity date for the Series 2003 Bonds and, based upon
such bondholder consent and receipt of the opinions required to be delivered pursuant to the
Indenture, the Issuer and the Trustee have agreed to the extension of the maturity date for the Series
2003 Bonds; and
WHEREAS, all acts and things necessary to constitute this Supplement a valid indenture
and agreement according to its terms have been done and performed.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Issuer and the Trustee hereby agree as follows:
Section 1. Definitions. All terms used herein that are defined in the Indenture shall
have the meanings assigned to them therein.
Section 2. Amendment to Indenture. The Indenture is hereby amended in the
following respects:
(a) The definition of “Maturity Date” contained in Section 101 of the Indenture is
hereby amended to read in its entirety as follows:
“Maturity Date” shall mean May 1, 2029.
(b) The form of Bond attached as Exhibit A to the Indenture is hereby amended by
changing the Maturity Date on the first page thereof to read “May 1, 2029.”
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Section 3. Ratification of Indenture; Consent of Holders. As amended hereby, the
Indenture is in all respects ratified and confirmed and the Indenture as so amended hereby shall be
read, taken and construed as one and the same instrument. The extension of the Maturity Date as
provided for in this Supplement shall become effective as of the date of execution of this
Supplement. The Trustee is hereby directed to authenticate a new bond certificate reflecting the
new maturity date and to cancel and dispose of the initial bond certificate representing the Series
2003 Bonds in accordance with the Trustee’s procedures for the disposition of cancelled securities.
Section 4. Joinder by FPL. FPL, by executing the acknowledgement below, joins in
this Supplement for purposes of consenting to and acknowledging the extension of the Maturity
Date of the Series 2003 Bonds, agrees to continue to be bound by the terms of the Loan Agreement
through the new Maturity Date of the Series 2003 Bonds, and agrees to pay costs incurred in
obtaining the written consent of the holders of the Series 2003 Bonds.
Section 5. Severability. If any provision of this Supplement shall be held or deemed
to be or shall, in fact, be inoperative or unenforceable as applied in any particular case and any
jurisdiction or jurisdictions or in all jurisdictions, or in all cases, because it conflicts with any other
provision or provisions hereof or any constitution, statute, rule or public policy, or for any other
reason, such circumstances shall not have the effect of rendering the provision in question
inoperative or unenforceable in any other case or circumstance, or of rendering any other provision
or provisions herein contained invalid, inoperative or unenforceable to any extent whatever.
The invalidity of any one or more phrases, sentences, clauses, sections or subsections
contained in this Supplement shall not affect the remaining portions of this Supplement or any part
thereto.
Section 6. Counterparts. This Supplement may be executed in several counterparts,
each of which shall be an original and all of which shall constitute one instrument.
Section 7. Governing Law. This Supplement shall be governed by and construed in
accordance with the laws of the State of Florida.
Section 8. Concerning the Trustee. The recitals contained herein shall be taken as the
statements of the Issuer and FPL, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Supplement. All of
the provisions contained in the Indenture and the Agreement in respect of the rights, privileges,
protections, indemnities and immunities granted to the Trustee thereunder shall be applicable in
respect of this Supplement as fully and with like effect as if set forth herein in full.
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IN WITNESS WHEREOF, the Issuer has caused these presents to be signed in its name
and on its behalf and attested by its duly authorized officers and to evidence its acceptance of the
trusts hereby created the Trustee has caused these presents to be signed in its name and on its
behalf by its duly authorized officer, all as of the day and year first above written.
ST. LUCIE COUNTY, FLORIDA
(SEAL)
By:
Vice Chair, Board of County
Commissioners
ATTEST:
Clerk of the Circuit Court, ex officio Clerk
of the Board of County Commissioners
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Name:
Title: Vice President
Acknowledged and consented to as of this
23rd day of April, 2024.
FLORIDA POWER & LIGHT COMPANY
By:
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