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HomeMy WebLinkAbout24-113EXECUTION COPY RESOLUTION NO.24-113 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA SUPPLEMENTING RESOLUTION NO. 17-110 AND RESOLUTION NO. 24-112 OF THE COUNTY; AUTHORIZING THE ISSUANCE BY ST. LUCIE COUNTY OF NOT EXCEEDING $3,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF A TOURIST DEVELOPMENT TAX REVENUE NOTE, SERIES 2024 OF THE COUNTY, TO PROVIDE FUNDS FOR THE ACQUISITION AND CONSTRUCTION OF CERTAIN CAPITAL FACILITIES AND IMPROVEMENTS THERETO; AUTHORIZING THE AWARD OF THE SALE OF THE NOTE UPON COMPLIANCE WITH CERTAIN PARAMETERS; AUTHORIZING THE EXECUTION AND DELIVERY OF THE FORM OF ATTACHED LOAN AGREEMENT BETWEEN THE COUNTY AND THE PURCHASER OF THE NOTE; PLEDGING THE COUNTY'S TOURIST DEVELOPMENT TAX REVENUES TO SECURE THE COUNTY'S NON -AD VALOREM REVENUE BONDS, SERIES 2017; PROVIDING FOR REPEAL OF INCONSISTENT PROVISIONS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is enacted pursuant to the provisions of Section 125.01, et seq., Florida Statutes, and other applicable provisions of law, and Resolution No. 24-112 of the Board of County Commissioners of St. Lucie County, Florida, adopted June 4, 2024 (the "Master Resolution"). Capitalized terms used but not defined herein shall have the meaning set forth in the Master Resolution. SECTION 2. FINDINGS. It is hereby ascertained, determined and declared that: A. St. Lucie County, Florida (the "County") desires to provide for financing (the "Loan") to provide for the acquisition and construction of certain capital facilities and improvements thereto related to a County tourism facility (the "Initial Project"). B. It is necessary and desirable to provide for the execution and delivery of a Loan Agreement and the issuance of the County's Tourist Development Tax Revenue Note, Series 2024 (the "Note") to implement the Loan. Amounts due under the Loan Agreement and the Note shall be payable from County Tourist Development Tax Revenues sufficient to pay the principal and interest on such obligation. C. In accordance with the provisions of Part III, Chapter 218, Florida Statutes, a negotiated sale of the Note is in the best interest of the County because of the flexibility available in structuring the Note and its terms. D. The County has previously issued its Non -Ad Valorem Revenue Bonds, Series 2017 (the "2017 Bonds") pursuant to Resolution No. 2017-110, adopted May 16, 2017 (the "2017 Resolution"), to finance improvements at the Clover Park stadium complex, which 2017 Bonds are secured by a covenant of the County to budget and appropriate non -ad valorem revenues ("Non -Ad Valorem Revenues") sufficient to pay debt service on the 2017 Bonds. Tourist Development Tax Revenues constitute a primary source of Non -Ad Valorem Revenues the County has and expects to continue to utilize to make such payments, and the County desires to memorialize and formally establish said usage. E. Section 7.01(D) of the 2017 Resolution authorizes Supplemental Resolutions (as defined therein) to add to the covenants and agreements of the County set forth in the 2017 Resolution. SECTION 3. AUTHORIZING AND AWARD OF NOTE. The issuance by the County of not to exceed $3,000,000 aggregate principal amount of its Tourist Development Tax Revenue Note, Series 2024 for the purposes described above; to be dated, to bear interest at a rate or rates not exceeding the maximum legal rate per annum, to be payable, to mature, to be subject to redemption and to have such other characteristics as are provided in the Loan Agreement attached; and secured by a pledge of the Pledged Funds under the Master Resolution, is hereby authorized. The sale of the Note is hereby authorized to the entity recommended by the County's financial advisor and County staff after a solicitation of proposals, with the approval of the final terms providing the best overall benefit to the County being hereby delegated to the Chair of the Board of County Commissioners of the County (the "Chair"), providing the following parameters are complied with: (A) the aggregate principal amount of the Note shall be not in excess of $3,000,000; (B) the initial interest rate on the Note (subject to tax and default adjustments as provided in the Loan Agreement) shall not exceed 5.50%; (C) the final maturity of the Note shall not exceed December 31, 2042 and (D) the costs of issuance associated with the issuance of the Note shall not exceed $100,000. SECTION 4. APPROVAL OF LOAN AGREEMENT AND NOTE. The Loan Agreement and the Note in the form attached thereto as Exhibit A are hereby approved in substantially such forms, with such modifications as may be approved by the Chair or Vice Chair, including a modification of the principal amount thereof (not to exceed $3,000,000), such approval to be conclusively determined by his or her execution thereof, and the execution and delivery thereof by the Chair or Vice Chair and the Clerk of the County, who are hereby authorized to execute and deliver such instruments and to take such other actions as shall be necessary to implement the Loan. SECTION 5. AUTHORIZATION OF THE INITIAL PROJECT. The Initial Project is hereby authorized. The Chair, County Attorney and Clerk are hereby authorized to take all action necessary or required in connection with the issuance of the Note. 2 SECTION 6. PLEDGE OF TOURIST DEVELOPMENT TAX REVENUES TO SECURE 2017 BONDS. The County does hereby pledge, on a subordinate basis to the Note and any Additional Bonds issued pursuant to the Master Resolution, the Tourist Development Tax Revenues as additional and specific security for the 2017 Bonds. Such 2017 Bonds shall constitute "Subordinate Indebtedness" for purposes of the Master Resolution. SECTION 7. REPEAL OF INCONSISTENT PROVISIONS. All resolutions or parts thereof in conflict with this Resolution are hereby repealed to the extent of such conflict. SECTION 8. SEVERABILITY. In the event that any portion or section of this Resolution is determined to be invalid, illegal or unconstitutional by a court of competent jurisdiction, such decision shall in no manner affect the remaining portions or sections of this Resolution, which shall remain in full force and effect. SECTION 9. EFFECTIVE DATE. This Resolution shall take effect immediately upon its final passage and adoption. 3 PASSED AND ADOPTED this 4th day of June, 2024. ra ( iT k of the Circuit Court, e officio Clerk of Ale Board of County Comi issioners BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA Chair, Boar I f County Commissioners -. . . .- • �Iyll • •s�r� STATE OF FLORIDA ST. WCIE COUNTY THIS IS TO CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF THE ORIGINAL MICHE��LLL�E R. MILLER, CLERK 4 By: - (/� �Yr rid/ Deputy Clerk Date: /T _ EXHIBIT A FORM OF LOAN AGREEMENT AND NOTE A-1 NGN Draft No.2 5/16/24 016.31 LOAN AGREEMENT BETWEEN ST. LUCIE COUNTY, FLORIDA AND Dated as of , 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS.............................................................................................I SECTION1.02. INTERPRETATION....................................................................................2 SECTION 1.03. TITLES AND HEADINGS.........................................................................3 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR THE NOTE SECTION 2.01. REPRESENTATIONS BY THE COUNTY...............................................4 SECTION 2.02. GENERAL COVENANT OF THE NOTEHOLDER.................................4 SECTION 2.03. NOTE NOT TO BE INDEBTEDNESS OF COUNTY...............................4 SECTION 2.04. NOTE TO BE A BOND UNDER MASTER RESOLUTION; PLEDGE OF PLEDGED FUNDS.........................................................5 SECTION2.05. TAX COVENANT......................................................................................5 ARTICLE III DESCRIPTION OF THE NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT; TRANSFER SECTION 3.01. SECTION 3.02. SECTION 3.03. SECTION 4.01. SECTION 5.01. SECTION 5.02. DESCRIPTION OF THE NOTE.................................................................6 OPTIONAL PREPAYMENT......................................................................7 DETERMINATION OF TAXABILITY.....................................................8 ARTICLE IV CONDITIONS FOR ISSUANCE OF THE NOTE CONDITIONS FOR ISSUANCE.. ARTICLE V EVENTS OF DEFAULT; REMEDIES EVENTS OF DEFAULT.............................................................. REMEDIES.................................................................................. . ARTICLE VI MISCELLANEOUS ......9 SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THE AGREEMENTS AND THE MASTER RESOLUTION .....................12 SECTION 6.02. COUNTERPARTS....................................................................................12 SECTION6.03. SEVERABILITY.......................................................................................12 SECTION 6.04. TERM OF AGREEMENT.........................................................................12 SECTION 6.05. NOTICE OF CHANGES IN FACT..........................................................12 i SECTION6.06. NOTICES...................................................................................................12 SECTION 6.07. NO THIRD -PARTY BENEFICIARIES....................................................13 SECTION 6.08. WAIVER OF JURY TRIAL......................................................................13 SECTION 6.09. APPLICABLE LAW; VENUE..................................................................13 SECTION 6.10. INCORPORATION BY REFERENCE....................................................13 EXHIBIT A - FORM OF SERIES 2024 NOTE ii This LOAN AGREEMENT (the "Agreement") is made and entered into as of , 2024, by and between ST. LUCIE COUNTY, FLORIDA, a political subdivision of the State of Florida, and its successors and assigns (the "County"), and , 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, submitted a proposal (the "Proposal") to provide, or to cause an affiliate of to provide, the County with a term loan to finance capital improvements in and for the County upon the satisfaction of certain conditions, which Proposal was the most favorable proposal received by the County; and WHEREAS, (including any successors and assigns, the "Noteholder") is willing to make a tax-exempt term loan to the County, and the County is willing to incur such loan, pursuant to the terms and provisions of this Agreement in a principal amount of $ 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 context clearly otherwise requires. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Master Resolution. "Agreement" shall mean this Loan Agreement, dated as of , 2024, 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. "County" shall mean St. Lucie County, Florida, a political subdivision duly 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. "Determination of Taxability" shall mean a final decree or judgment of any Federal court or a final action of the Internal Revenue Service determining that interest paid or payable on either Note is or was includable in the gross income of the Noteholder for Federal income tax purposes as a consequence of any act or omission of the County; provided, no Determination of Taxability shall be deemed to occur unless the County has been given written notice of such occurrence and, to the extent permitted by law, an opportunity to participate in and seek, at the County's own expense, a final administrative determination by the Internal Revenue Service or determination by a court of competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such Determination of Taxability. "Financial Advisor" shall mean County's financial advisor, PFM Financial Advisors LLC. "Interest Payment Date" shall have the meaning ascribed thereto in Section 3.01(c) hereof. "Interest Rate" shall mean a fixed interest rate equal to % per annum, subject to adjustment pursuant to Section 3.03 hereof. "Master Resolution" shall mean Resolution No. "Maturity Date" shall mean 1, 2042. "Noteholder" or "Noteholders" shall mean assigns. of the County, adopted June 4, 2024. and its successors and "Note" shall mean the County's Tourist Development Tax Revenue Note, Series 2024, as more particularly described in Section 3.01 hereof. "Principal Payment Date" shall have the meaning ascribed thereto in Section 3.01(c) hereof. "Resolution" shall mean the Master Resolution, as amended and supplemented, and particularly as supplemented by the 2024 Resolution. "Tax Certificate" shall mean the County's Certificate as to Arbitrage and Certain Other Tax Matters with respect to the Note. 112024 Resolution" shall mean Resolution No. adopted by the Board on June 4, 2024, which, among other things, authorized the execution and delivery of this Agreement and the issuance of the Note. 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. 2 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. 3 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR THE NOTE 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 Note in the 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 Note, and to perform all of its obligations hereunder and under the Note 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 Note and enter the Agreement and, when issued in accordance with the terms of this Agreement, the Note 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 Note 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. SECTION 2.02. GENERAL COVENANT OF THE NOTEHOLDER. Pursuant to the terms and provisions of this Agreement, the Noteholder agrees to provide a term loan to the County as evidenced hereby and by the Note for the purpose of financing the Initial Project. SECTION 2.03. NOTE NOT TO BE INDEBTEDNESS OF COUNTY. The 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 a special obligation of the County, payable solely from the Pledged Funds in accordance with the Master Resolution and Section 2.04 E hereof. The Noteholder shall never have the right to compel the exercise of any ad valorem taxing power to pay the Note or be entitled to payment of the Note from any moneys of the County except from the Pledged Funds in the manner and to the extent provided herein. SECTION 2.04. NOTE TO BE A BOND UNDER MASTER RESOLUTION; PLEDGE OF PLEDGED FUNDS. The Note shall be deemed in all respects a Bond 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 Note on the same basis as any Bonds to be issued pursuant to the Master Resolution. The Note is 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 Noteholder shall be a Bondholder for all purposes under the Master Resolution. SECTION 2.05. TAX COVENANT. (a) In order to maintain the exclusion from gross income for purposes of Federal income taxation of interest on the Note, the County shall comply with each requirement of the Code applicable to the Note. In furtherance of the covenant contained in the preceding sentence, the County agrees to continually comply with the provisions of the Tax Certificate, which is incorporated fully by reference herein, as a source of guidance for achieving compliance with the Code. (b) The County shall make any and all rebate payments required to be made to the United States Department of the Treasury in connection with the Note pursuant to Section 148(f) of the Code. (c) So long as necessary in order to maintain the exclusion from gross income of interest on the Note for Federal income tax purposes, the covenants contained in this Section shall survive the payment of the Note and the interest thereon, including any payment or defeasance thereof. (d) The County shall not take or permit any action or fail to take any action which would cause the Note to be "arbitrage bonds" within the meaning of Section 148(a) of the Code. [Remainder of this page intentionally left blank] 5 ARTICLE III DESCRIPTION OF THE NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT; TRANSFER SECTION 3.01. DESCRIPTION OF THE NOTE. (a) The County hereby authorizes the issuance and delivery of the Note to the Noteholder, which Note shall be in an aggregate principal amount equal to AND 00/100 DOLLARS ($ ) and shall be designated as the "St. Lucie County, Florida Tourist Development Tax Revenue Note, Series 2024," in the principal amount of $ . The text of the Note shall be substantially in the form attached hereto as Exhibit A, with such omissions, insertions and variations as may be necessary and desirable to reflect the particular terms of the Note. The provisions of the forms of the Note are hereby incorporated in this Agreement. (b) The Note shall be dated the date of its delivery. The Note shall be executed in the name of the County by the manual signature of the Chair 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 Note, shall cease to be such officer of the County before the Note shall have been actually delivered, the Note may nevertheless be delivered as herein provided and may be issued as if the person who signed or sealed the Note had not ceased to hold such office. (c) The Note shall bear interest from its date of issuance at the 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 3.03 hereof. Interest on the Note shall be payable semi-annually on 1 and 1 of each year, commencing 1, 20_ (each an "Interest Payment Date") so long as any amount under the Note remains outstanding. Principal of the Note shall be payable annually on 1 of each year, commencing 1,20 (each a "Principal Payment Date"), through and including the Maturity Date. The principal payments shall be set forth in Appendix I attached to the Note. (d) All payments of principal of and interest on the Note 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 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 Noteholder shall agree upon in writing. Notwithstanding the foregoing, the Noteholder shall be required to present and surrender the Note to the County only for the final payment of the principal of the Note 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 Note, including a complete and accurate record of any assignment of this Agreement and the Note as provided in Section 3.01(f). 0 (e) Except as otherwise provided herein, the Noteholder shall pay for all of its costs relating to regular servicing the term loan provided hereby. The County shall pay the fees of the Noteholder's legal counsel in the amount of $ (f) The Noteholder's right, title and interest in and to the Note and any amounts payable by the County thereunder may be assigned and reassigned in whole only by the 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 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 Note may be prepaid at the option of the County, from any moneys legally available therefor, upon five (5) Business Days' prior written notice, 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 Note shall be made on such date and in such principal amount as shall be specified by the County. 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 Note shall be applied in inverse order of scheduled principal payments unless otherwise agreed by the County and the Noteholder in writing. The Noteholder shall make appropriate notations in its records, indicating the amount and date of any such 7 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. DETERMINATION OF TAXABILITY. In the event of a Determination of Taxability, the Interest Rate on the Note shall be immediately increased to such rate as shall provide the Noteholders with the same rate of return that such Noteholders would have otherwise received on the applicable Note taking into account the increased taxable income of the Noteholder of the Note as a result of such Determination of Taxability (the "Adjusted Rate"); provided, however, such Adjusted Rate shall never exceed the maximum rate allowable by law and provided further, this adjustment shall survive payment on the Note until such time as the federal statute of limitations under which the interest on the Note could be declared taxable under the Code shall have expired. Immediately upon a Determination of Taxability, the County agrees to pay to each Noteholder, the Additional Amount. "Additional Amount" means (a) the difference between (i) interest on the applicable Note for the period commencing on the date on which the interest on the Note (or portion thereof) is deemed to have lost its tax-exempt status and ending on the effective date of the adjustment of the Interest Rate to the Adjusted Rate (the "Prior Taxable Period") at a rate per annum equal to the Adjusted Rate and (ii) the aggregate amount of interest paid on the Note during the Prior Taxable Period at the Interest Rate applicable to the Note prior to the adjustment to the Adjusted Rate, plus (b) any penalties, fines, fees, costs and interest paid or payable by a Noteholder to the Internal Revenue Service by reason of such Determination of Taxability. [Remainder of this page intentionally left blank] ARTICLE IV CONDITIONS FOR ISSUANCE OF THE NOTE SECTION 4.01. CONDITIONS FOR ISSUANCE. In connection with the issuance of the Note, the Noteholder shall not be obligated to purchase the Note pursuant to this Agreement unless at or prior to the issuance thereof the County delivers to the Noteholder the following items in form and substance acceptable to the Noteholder: (a) A certificate of the County certifying compliance with Section 2.05 hereof; and (b) Such additional certificates, instruments and other documents as the Noteholder, 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 Noteholder. [Remainder of this page intentionally left blank] x 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 the 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 the 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 Noteholder shall agree in writing, in its 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 Noteholder or any trustee or receiver acting for the Noteholder 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 Noteholder is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Except as provided in Section 6.01 hereof, the Noteholder shall never have the right to declare the Note immediately due and payable. The County shall promptly notify the Noteholder of the occurrence of any Event of Default in accordance with Section 6.05 hereof. 10 The County shall pay and reimburse the Noteholder from the Pledged Funds for all costs, fees and expenses of the Noteholder (including the reasonable fees and expenses of Noteholder's counsel) incurred in connection with the enforcement of its rights hereunder. [Remainder of this page intentionally left blank] 11 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 Noteholder 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 Noteholder, the County and the Noteholder shall promptly amend this Agreement so as to provide the Noteholder with the same provisions. Section 5.02 of the Master Resolution may not be amended without the prior written consent of the Noteholder. 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 Noteholder 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 Note, 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 Pierce, Florida 34982, Attention: County Administrator (with a copy to the Clerk), and to the Noteholder, Attention: , 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. 12 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 -parry 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 Note 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 Note 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 Note. [SIGNATURE PAGE FOLLOWS] 13 [SIGNATURE PAGE TO TAX-EXEMPT 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: I: Chief Financial Officer and Deputy Clerk of the Circuit Court and Ex- Officio Clerk of the Board of County Commissioners ST. LUCIE COUNTY, FLORIDA Chair, Board of County Commissioners By: Vice President 14 EXHIBIT A UNITED STATES OF AMERICA STATE OF FLORIDA ST. LUCIE COUNTY, FLORIDA TOURIST DEVELOPMENT TAX REVENUE NOTE, SERIES 2024 Interest Rate Date of Issuance % , 2024 (subject to adjustment) Final Maturity Date 1, 20 KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida (the "County"), for value received, hereby promises to pay to the order of , or its successors or assigns (the "Noteholder"), the principal sum of AND 00/100 DOLLARS ($ ) pursuant to that certain Loan Agreement by and between the Noteholder and the County, dated as of , 2024 (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 1 and 1 of each year (each an "Interest Payment Date"), commencing on 1, 20, so long as any amount under this Note remains outstanding. Principal of this Note shall be payable on 1 of each year, commencing on 1, 20, 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. duly adopted by the Board of County Commissioners of the County on June 4, 2024, 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 to be a 'Bond" for all purposes of the Resolution. This Note is being issued to finance certain capital improvements in and for the County as described in the Resolution and the Agreement. ME 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 3.03 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, as 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 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. A-2 IN WITNESS WHEREOF, the County caused this Note to be signed by the manual signature of the Chair 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) ATTESTED: HIM Chief Finance Officer and Deputy Clerk of the Board of County Commissioners ST. LUCIE COUNTY, FLORIDA IN Chair, Board of County Commissioners A-3 Principal Payment Schedule for the ST. LUCIE COUNTY, FLORIDA TOURIST DEVELOPMENT TAX REVENUE NOTE, SERIES 2024 Date Princi *Final maturity. Appendix I F.116QI