HomeMy WebLinkAbout17-110 Exhibit A - 1.3BOND PURCHASE CONTRACT
June 16,2017
RE: $46,865,000 St. Lucie County, Florida Non-Ad Valorem Revenue Bonds,
Series 2017
Board of County Commissioners of
St Lucie County, Florida
Fort Pierce, Florida
Ladies and Gentlemen:
The undersigned, Wells Fargo Bank, National Association (the "Representative"), on
behalf of itself and Citigroup Global Markets Inc. (collectively, the "Underwriters"), jointly and
severally, hereby offer to purchase all of the Bonds (as hereinafter defined) from St. Lucie
County, Florida (the "lssuer"), subject to the acceptance ofthis offer by the Issuer on or before
l2:00 P.M. (New York, New York time), on the date hereof, which offer, upon acceptance by the
Issuer, will be binding upon the Issuer and upon the Underwriters. The Representative hereby
warrants that it is duly authorized to execute this Purchase Contract on behalf of the
Underwriters and has been duly authorized to act hereunder in connection with the purchase of
the Bonds.
SECTION 1. Definitions: The following terms shall have the following meanings in
this Purchase Contract unless another meaning is plainly intended, and capitalized terms not
otherwise defined herein have the meanings ascribed to them in the hereinafter defined Bond
Resolution:
"Bond Counsel" means Nabors, Giblin & Nickerson, P.A.
"Bond Resolution" means the Bond Resolution adopted May 1 6,2017 by the Issuer in
connection with the Bonds.
"Bonds" means the $46,865,000 St. Lucie County, Florida Non-Ad Valorem Revenue
Bonds, Series 2017.
"Closing" refers to the transaction at which the Bonds are delivered by the Issuer to the
Underwriters and paid for by the Underwriters pursuant to this Purchase Contract, as further
described in Section 4 hereof.
"Closing Documents" means the documents described in Section 5 hereof, which are
required to be delivered to the Underwriters at the Closing.
"Code" means the Intemal Revenue Code of 1986, as amended, together with the
regu lations thereunder.
"Continuing Disclosure Certificate" means, the Continuing Disclosure Certificate,
dated as ofJune 29,2017, ofthe Issuer.
"Counf5r Attorney" means Daniel S. Mclntyre, County Attorney.
"Disclosure Counsel" means Bryant Miller Olive P.A.
"Issuer" means St. Lucie County, Florida.
"Letter" means the Blanket Letter of Representations between the Issuer and The
Depository Trust Company, relating to the global book-entry system for ownership of beneficial
interests in the Bonds.
"Official Statement" means the Official Statement of the Issuer with respect to the
Bonds, substantially in the form of the Preliminary Official Statement, including the cover page,
inside cover page and all appendices, exhibits and statements included therein or attached
thereto, and all supplements thereto, with such changes as shall be necessary to conform to the
terms of this Purchase Contract and shall be approved by the Underwriters and the Issuer.
"Preliminary Official Statement" means the Preliminary Official Statement dated
June 7, 2017 of the Issuer with respect to the Bonds, including the cover page, inside cover page
and all appendices, exhibits and statements included therein or attached thereto.
"Purchase Contract, means this Bond Purchase Contract between the Underwriters and
the Issuer,
"Representative" means Wells Fargo Bank, National Association, as representative of
the Underwriters.
"Spring Training Program Agreement"
Agreement Number SBIT-007, dated April 10,
Economic Opportunity and the Issuer.
"State" means the State of Florida.
means that certain Spring Training Program
2017, between the Florida Department of
"Underwriters" means, collectively, Wells Fargo Bank, National Association and
Citigroup Global Markets Inc.
"Underwriters' Counsel" means Holland & Knight LLP.
SECTION 2. Purchase and Sale of the Bonds. Upon the terms and conditions
contained herein and upon the basis of the representations herein set forth, the Underwriters will
purchase and the Issuer will sell, all, but not less than all, of the Bonds at an aggregate purchase
price of 955,255,764.85. The foregoing purchase price reflects $8,459,446.00 of original issue
premium and $68,681 . l5 of underwriting discount with respect to the Bonds.
The Bonds shall be dated their date of delivery, and shall have the maturities and bear
interest at the rates, and be sold to the public at the prices, and shall be subject to redemption on
the dates, all as set forth on Schedule A hereto.
The Bonds shall be substantially in the form described in, and shall be issued and
secured pursuant to the provisions of the Bond Resolution, as well as Chapter 125, Florida
Statutes, Section 288.I 163 I, Florida Statutes, and other applicable provisions of law
(collectively, the "Act"). The Bonds and interest thereon will be payable solely from and
secured by a lien on the Pledged Funds, which consist of (i) the amounts received by the Issuer
pursuant to the terms of the Spring Training Program Agreement, and (ii) until applied for the
purposes described herein, the amounts on deposit in the funds and accounts established under
the Bond Resolution, other than the Rebate Fund. The Bonds will be additionally secured by a
covenant of the Issuer, subject to certain conditions set forth in the Bond Resolution, to budget
and appropriate from Non-Ad Valorem Revenues amounts sufficient to pay the principal of and
interest on the Bonds when due.
THE BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR
INDEBTEDNESS OF THE ISSUER AS ''BONDS'' WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL
OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM AND SECURED BY A LIEN
UPON AND PLEDGE OF THE PLEDGED FUNDS AND THE COVENANT OF THE
ISSUER TO BUDGET AND APPROPzuATE NON-AD VALOREM REVENUES. NO
HOLDER OF ANY BOND SHALL EVER HAVE THE zuGHT TO COMPEL THE
EXERCISE OF ANY AD VALOREM TAXING POWER OR THE USE OF AD VALOREM
TAX REVENUES TO PAY SUCH BONDS, FOR THE PAYMENT OF ANY AMOUNTS
PAYABLE UNDER THE BOND RESOLUTION, OR IN ORDER TO MAINTAIN ANY
SERVICES OR PROGRAMS THAT GENERATE NON-AD VALOREM REVENUES, OR BE
ENTITLED TO PAYMENT OF SUCH BONDS FROM ANY MONEYS OF THE ISSUER
EXCEPT FROM THE PLEDGED FTINDS AND THE AMOUNTS BUDGETED AND
APPROPzuATED BY THE ISSUER IN THE MANNER PROVIDED IN THE BOND
RESOLUTION.
The Underwriters agree to make an initial bona fide public offering of the Bonds at the
offering prices or yields set forth in Schedule A; provided, however, that subject to Section l1
hereof, the Underwriters reserve the right to: (i) offer and sell the Bonds to certain dealers and
others at prices lower than such offering prices; and (ii) change such offering prices after the
initial offering to such extent as the Underwriters shall deem necessary in connection with the
marketing of the Bonds.
The primary role of the Underwriters, as underwriters, is to purchase the Bonds for resale
to investors, in an arm's length commercial transaction between the Issuer and the Underwriters.
The Underwriters, as underwriters, have financial and other interests that differ from those of the
Issuer.
The Issuer (i) ratifies and approves the use by the Underwriters prior to the date hereof of
the Preliminary Official Statement in connection with the offering of the Bonds, (ii) agrees that
the Official Statement and copies of the Bond Resolution may be used by the Underwriters in the
offering of the Bonds, and (iii) agrees that it will cooperate reasonably with the Underwriters if
the Underwriters decide to qualify the Bonds under the securities act of any state except as
limited by Section 3(i) hereof. The Issuer acknowledges that it has received a copy of the
Preliminary Official Statement and has reviewed the same to its satisfaction, including the
information therein under the section "UNDERWzuTING."
Delivered to the Issuer herewith by the Representative and attached hereto as Exhibit A is
a disclosure statement of the Underwriters pursuant to Section 218.385, Florida Statutes.
The Issuer hereby acknowledges receipt from the Representative of a check in the
amount of $492,550 (the "Good Faith Check"), which Good Faith Check shall not be cashed by
the Issuer except under the circumstances set forth in this paragraph. If the Issuer does not
accept this offer, or upon the Issuer's failure (other than for a reason permitted under this
Purchase Contract) to deliver the Bonds at Closing, or if the Issuer shall be unable to satisfy the
conditions to the Underwriters' obligations contained in this Purchase Contract, or otherwise, at
Closing, the Issuer shall immediately return the uncashed Good Faith Check to the
Representative. If the Underwriters fail (other than for a reason permitted under this Purchase
Contract) to accept and pay for all of the Bonds at Closing, the Good Faith Check may be cashed
by the Issuer and the proceeds thereof retained by the Issuer as and for full liquidated damages
(because the amount of such damages cannot be calculated by the parties hereto) for such failure
and for any and all defaults hereunder on the part of the Underwriters, and thereupon, any claims
and rights of the Issuer hereunder against the Underwriters shall be fully released and
discharged.
SECTION 3. Representations, Warranties and Covenants of the Issuer. The Issuer
represents and warrants to and covenants with the Underwriters that:
(a) The Issuer is a validly existing political subdivision of the State and has, and at
the time of the Closing will have, full legal right, power and authority (i) to execute and deliver
this Purchase Contract, the Spring Training Program Agreement and the Continuing Disclosure
Certificate, (ii) to adopt the Bond Resolution, (iii) to pledge the Pledged Funds and to covenant
and agree to budget and appropriate from its Non-Ad Valorem Revenues to pay the principal of
and interest on the Bonds and to make other payments due under the Bond Resolution in the
manner and to the extent provided in the Bond Resolution, (iv) to sell, execute, issue and deliver
the Bonds to the Underwriters pursuant to the Constitution and laws of the State, particularly the
Act and (v) to apply the proceeds of the Bonds in accordance with the Bond Resolution and as
contemplated by the Official Statement.
(b) The Issuer has (i) duly authorized and approved the execution and delivery ofthe
Official Statement, (ii) duly authorized and approved the execution and delivery of, and
performance by the Issuer of its obligations under the Bonds, the Continuing Disclosure
Certificate, the Spring Training Program Agreement and this Purchase Contract, (iii) duly
authorized and approved the performance by the Issuer of its obligations under the Bond
Resolution and the consummation by it of all other transactions contemplated by the Official
Statement to be performed by the Issuer and (iv) duly authorized and adopted the Bond
Resolution.
(c) At or prior to the Closing, the Bonds will have been duly authorized, executed and
delivered by the Issuer, and each of them and the Bond Resolution will constitute legal, valid and
binding obligations of the Issuer enforceable against the Issuer in accordance with their
respective terms, except to the extent that the enforceability thereof may be limited by
bankruptcy or other laws affecting creditors' rights generally and except that equitable remedies
lie in the discretion of the court and may not be available.
(d) As of the date hereof, the Issuer is not, and as of the date of Closingwill not be, in
material breach of or in material default under any constitutional provision, applicable law or
administrative rule or regulation of the State, the United States, or of any department, division,
agency or instrumentality of either thereof or any applicable court or administrative decree or
order, or any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other
instrument to which the Issuer is subject or by which the Issuer is bound, which in any material
way, directly or indirectly,.affects the issuance of the Bonds or the validity thereof, the validity
or adoption of the Bond Resolution, or the execution and delivery of the Bonds, this Purchase
Contract, the Continuing Disclosure Certificate, the Spring Training Program Agreement, the
Official Statement or the other instruments contemplated by the issuance of the Bonds to which
the Issuer is or will be a party, and compliance with the provisions of each thereof will not
materially conflict with or constitute a material breach of or material default under any
constitutional provision, applicable law or administrative rule or regulation of the State, the
United States, or of any department, division, agency or instrumentality of either thereof.
(e) The Official Statement (including the financial and statistical data included
therein and the Appendices thereto, but excluding the information contained under the
subheading "DESCRIPTION OF THE SERIES 2017 BONDS -- Book-Entry Only System")
does not, and at Closing will not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The financial and statistical data relating to the
Issuer, the Program Revenues and the Non-Ad Valorem Revenues and the audited financial
statements of the Issuer contained in the Official Statement fairly present, and at the Closing will
fairly present, the financial condition of the Issuer and the Non-Ad Valorem Revenues at the
dates and for the periods therein specified in conformity with generally accepted accounting
principles, as modified by applicable State requirements and the governmental accounting
standards promulgated by the Governmental Accounting Standards Board, applied on a basis
substantially consistent with that of the audited financial statements of the Issuer.
(f) The Bonds and the Bond Resolution conform to the descriptions thereof contained
in the Official Statement, and the Bonds, when delivered in accordance with the Bond Resolution
and paid for by the Underwriters at the Closing as provided herein, will be validly issued and
outstanding special obligations of the Issuer entitled to an the benefits and security of the Bond
Resolution.
(g) Except as disclosed in the Official Statement, no controversy or litigation of any
nature is now pending or, to the best of the Issuer's knowledge, threatened in any court or before
any governmental agency:
(i) restraining or enjoining, or seeking to restrain or enjoin, the issuance, sale,
execution or delivery of the Bonds, or the Issuer's pledge of the Pledged Funds or
covenant to budget and appropriate from its Non-Ad Valorem Revenues to pay the
principal of and interest on the Bonds and to make other payments under the Bond
Resolution to the extent and in the manner provided under the Bond Resolution, or the
execution, delivery and performance of this Purchase Contract, the Continuing Disclosure
Certificate or the Spring Training Program Agreement; or
(ii) in any way contesting or affecting (a) the validity or enforceability of the
Bonds, this Purchase Contract, the Continuing Disclosure Certificate or the Spring
Training Program Agreement, or (b) any proceedings of or on behalf of the Issuer taken
with respect to the issuance and sale of the Bonds, or (c) the adoption of the Bond
Resolution, or (d) the title to office of the members of the Board of County
Commissioners or the existence or powers of the Issuer, or (e) the pledge of the Pledged
Funds and covenant to budget and appropriate Non-Ad Valorem Revenues in the
manner and to the extent described in the Bond Resolution, or (f) the status of the
interest on the Bonds as excludable from gross income for federal income tax
purposes; or
(iii) in any manner questioning (a) the proceedings or authority for the
issuance of the Bonds, or (b) any provisions made or authorized for the payment of the
Bonds, or (c) the existence of the Issuer, or (d) the power of the Issuerto issue the Bonds,
adopt the Bond Resolution, or undertake any other transactions contemplated by the
Official Statement;or
(iv) which would have a material adverse effect upon the operations or
financial condition of the Issuer or the contemplated use of the proceeds of the Bonds
or would result in any material adverse change in the ability of the Issuer to pledge
the Pledged Funds or covenant to budget and appropriate Non-Ad Valorem Revenues
in the manner and to the extent described in the Bond Resolution or to pay debt
service on the Bonds; or
(v) contesting in any way the completeness or accuracy of the Preliminary
Official Statement or the Official Statement, or any amendment or supplement
thereto.
(h) None of the Issuer's proceedings or authority forthe issuance, sale, execution and
delivery of the Bonds, or the execution and delivery of this Purchase Contract, the Continuing
Disclosure Certificate, the Spring Training Program Agreement or the adoption of the Bond
Resolution, has been repealed, modified, amended, revoked or rescinded.
(i) The Issuer will furnish such information, execute such instruments and take such
other action in cooperation with the Underwriters, as the Underwriters may reasonably request,
to qualify the Bonds for offer and sale under the "blue sky" or securities laws and regulations of
such states and other jurisdictions of the United States as the Underwriters may designate,
provided that, in connection therewith, the Issuer shall not be required to file a general consent to
service of process or qualify to do business in any jurisdiction or become subject to service of
process in any jurisdiction in which the Issuer is not now subject to such service.
0) The Issuer will apply the proceeds of the Bonds in accordance with the Bond
Resolution and as contemplated by the Official Statement.
(k) All approvals, consents, authorizations, elections and orders of, or filings or
registrations with, any governmental authority, legislative body, board, agency or commission
having jurisdiction which would constitute a condition precedent to, or the absence of which
would materially adversely affect: (i)the issuance and sale to the Underwriters of the Bonds; or
(ii) the execution and delivery by the Issuer of, or the performance by it of its obligations under
the Bonds, the Bond Resolution, the Continuing Disclosure Certificate, this Purchase Contract
and the Spring Training Program Agreement have been obtained and are in full force and effect;
except that the Issuer is not responsible for such approvals, consents, orders or other action as
may be required under the securities laws of any state in connection with the offering and sale of
the Bonds.
(l) The Issuer has not, since December 3l ,1975, been in default as to principal and
interest on bonds, or other debt obligations to which revenues of the Issuer are pledged; and with
respect to bonds or other debt obligations as to which the Issuer has served only as a conduit
issuer, to the extent any of such bonds or other debt obligations are in default as to principal
and/or interest, the obligation of the Issuer thereunder is limited solely to payment from funds
received by the party on whose behalf such bonds or other debt obligations were issued, and the
Issuer is not obligated to pay the principal of or interest on such bonds or other debt obligations
from any funds of the Issuer. In regard to the latter, although the Issuer has not undertaken an
independent review or investigation of such bonds or other obligations for which it served only
as conduit issuer, the Issuer in good faith believes the disclosure of such defaults or
investigations would not be considered material by a reasonable investor in the Bonds.
(m) Other than the Bond Resolution, the Issuer has not entered into any contract or
arrangement of any kind which might give rise to any lien or encumbrance on the Pledged
Funds, other than as described in the Official Statement.
(n) Any certificate signed by the Chairman or Vice Chairman of the Board of County
Commissioners or other authorized official of the Issuer shall be deemed a representation,
warranty and covenant by the Issuer to the Underwriters as to the statements made therein.
(o) Allproceedings of the Board of County Commissioners relating to the adoption of
the Bond Resolution, the pledge of the Pledged Funds, the covenant to budget and appropriate
Non-Ad Valorem Revenues to pay principal of and interest on the Bonds and other payments due
under the Bond Resolution to the extent and in the manner set forth in the Bond Resolution, and
the approval and authorization of the issuance and sale of the Bonds, the execution of this
Purchase Contract, the Continuing Disclosure Certificate, the Spring Training Program
Agreement and the Official Statement were conducted at duly convened public meetings of the
Board of County Commissioners with respect to which all requisite notices were duly given to
the public and at which meetings quorums were at all times present.
(p) Except as disclosed in the Official Statement, the Issuer has not failed to comply
in the prior five (5) years with any undertakings to provide continuing disclosure pursuant to the
Rule I 5c2-12 under the Securities Exchange Act of 1934, as amended ("Rule l5c2-12");
(q) The Issuer has procedures in place to ensure compliance with its undertakings to
provide secondary market disclosure in accordance with paragraph (bX5) of Rule l5c2-12.
(0 As of the date hereof and at the time of Closing, the Issuer will be in compliance
in all respects with the covenants and agreements contained in the Bond Resolution and no event
of default and no event which, with the lapse of time or giving of notice, or both, would
constitute an event of default under the Bond Resolution will have occurred or be continuing.
(s) The Issuer hereby acknowledges that it has deemed the Preliminary Official
Statement final for purposes of Rule l5c2-12, as of its date, except for certain permitted
omissions in connection with the pricing of the Bonds as permitted by Rule l5c2-12.
(t) Subsequent to the respective dates as of which information is given in the
Preliminary Official Statement, and prior to the date of Closing, except as set forth in or
contemplated by the Official Statement, unless consented to by the Underwriters, (l) there has
not been and will not have been any material increase in the long-term debt payable from Non-
Ad Valorem Revenues, (2) there has not been and will not have been any material adverse
change in the business or financial position or results of operations of the Issuer, (3) no loss or
damage (whether or not insured) to the property of the Issuer has been or will have been
sustained which materially and adversely affects the operations of the Issuer, and (4) no legal or
governmental proceeding affecting the Issuer or the transactions contemplated by this Purchase
Contract has been or will have been instituted or threatened which is material.
(u) Relating to any tax-exempt bonds previously issued by the Issuer, to the best
knowledge of the Issuer, there is no unfunded materially significant rebate liability owed to the
Internal Revenue Service.
(v) Since September 30, 2016, the end of the last fiscal year in which the Issuer's
financial statements have been audited, there has been no material adverse change in the
financial position and results of operations of the Issuer, and the Issuer has not incurred any
material liabilities other than in the ordinary course of business, except as set forth in the Official
Statement.
(w) Neither the Issuer nor anyone acting on its behalf has, directly or indirectly,
offered the Bonds for sale to, or solicited any offer to buy the same from, anyone other than the
Underwriters.
(x) The Issuer has previously delivered to the Underwriters for review copies of the
Preliminary Official Statement. As of its date, the Preliminary Official Statement was deemed
final by the Issuer except for the omission of such information permitted to be excluded by
Section (bX1) of Rule 15c2-12. The Official Statement shall be provided for distribution, at the
expense of the Issuer, in such quantity as may be requested by the Underwriters no later than the
earlier of (i) seven (7) business days after the date of this Purchase Contract or (ii) one (l)
business day priorto the date of the Closing, in orderto permitthe Underwriters to comply with
Rule I 5c2-12 of the Securities and Exchange Commission ("SEC"), and the applicable rules of
the Municipal Securities Rulemaking Board (the "MSRB"), with respect to distribution of the
Official Statement. The Issuer shall prepare the Official Statement, including any amendments
thereto, in word-searchable PDF format as described in the MSRB's Rule G-32 and shallprovide
the electronic copy of the word-searchable PDF format of the Official Statement to the
Underwriters no later than one (l) business day prior to the date of the Closing to enable the
Underwriters to comply with MSRB Rule G-32.
0) If between the date of this Purchase Contract and the earlier of (i) ninety (90) days
from the end of the "Underwriting Period" as defined in Rule l5c2-12 or (ii) the time when the
Official Statement is available to any person from a nationally recognized municipal securities
information repository @ut in no event less than twenty-five (25) days following the end of the
Underwriting Period), any event shall occur, of which the Issuer has actual knowledge, which
might or would cause the Official Statement, as then supplemented or amended, to contain any
untrue statement of a material fact or to omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, the Issuer shall notiff the Underwriters thereof, and, if in the opinion of the
Representative or the Issuer such event requires the preparation and publication of a supplement
or amendment to the Official Statement, the Issuer will at the expense of the Issuer supplement
or amend the Official Statement.
SECTION 4. Closing, Delivery and Payment. The Closing shall be held on
June29,2017 at the offices of the Issuer in Fort Pierce, Florida or at such other time and other
place as is agreed upon by the Underwriters and the Issuer. The Bonds will be delivered to The
Depository Trust Company, New York, New York ("DTC"), as registered bonds in the name of
Cede & Co. It is the intent of the parties hereto that the Bonds will be issued and delivered
through the "FAST" closing procedure of DTC for credit to the accounts designated by the
Underwriters and the Issuer shall deliver the Bonds to the Registrar and Paying Agent or as
otherwise may be agreed to by the Issuer and the Representative.
Subject to the terms and conditions hereof, the Underwriters will on the Closing date
accept the delivery of the Bonds and pay the purchase price thereof in immediately available
funds to the order of the Issuer. The Underwriters have entered into this Purchase Contract in
reliance upon the representations and warranties of the Issuer contained herein, and in reliance
upon the representations and warranties to be contained in the Closing Documents, and upon the
performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the
date of the Closing. Accordingly, the Underwriters' obligation under this Purchase Contract to
purchase, to accept delivery of and to pay for the Bonds is conditioned upon the performance by
the Issuer of its obligations to be performed hereunder and under such documents and
instruments at or prior to the date of the Closing, and is also subject to the following additional
conditions: (a) all representations of the Issuer contained herein shall be true, complete and
correct on the date hereof and on and as of the date of the Closing; and (b) at or prior to the
Closing, the Underwriters shall have received all of the Closing Documents described in
Section 5.
If the Issuer shall be unable to satisfy the conditions to the obligation of the Underwriters
to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Contract,
or if the obligation of the Underwriters to purchase, to accept delivery of and to pay for the
Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase
Contract shall terminate and none of the Underwriters or the Issuer shall be under any further
obligation hereunder except that the respective obligations of the parties set forth in Section 9
hereof shall continue in full force and effect.
SECTION 5. Closing Documents. The Underwriters have entered into this Purchase
Contract in reliance upon the representations, warranties and covenants of the Issuer
contained herein and to be contained in the documents and instruments to be delivered at the
Closing and upon the performance by the Issuer of its obligations thereunder, both as of the
date hereof and as of the date of Closing. Accordingly, the Underwriters' obligation under
this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be
subject, at the option of the Underwriters, to the accuracy in all material respects of the
representations, warranties and covenants on the part of the Issuer contained herein as of the
date hereof and as of the date of Closing, to the accuracy in all material respects of the
statements of the officers and other officials of the Issuer made in any certificates or other
documents furnished pursuant to the provisions hereof and to the performance by the Issuer
of its obligations to be performed hereunder and under such documents and instruments at
or prior to the Closing, and the delivery on the date of Closing of the Closing Documents.
The Closing Documents shall consist of the following documents, each properly executed,
certified or otherwise verified, dated, and in such form as shall be satisfactory to Bond Counsel,
the Issuer, the County Attorney, Disclosure Counsel, the Underwriters and Underwriters'
Counsel:
(a) the Official Statement, executed on behalf of the Issuer by the Chairman and the
County Administrator or other authorized officers;
(b) The Bond Resolution certified by the Clerk of the Board of County
Commissioners (the "Clerk") as having been duly adopted by the Board of County
Commissioners and as being in effect on the date of the Closing and as not having been
otherwise amended since its adoption, except as provided herein;
(c) the Letter;
(d) the Spring Training Program Agreement;
(e) A certificate or certificates, dated the Date of Closing and sigqed by the Chairman
or Vice Chairman, the County Administrator and the Clerk or a Deputy Clerk, to the effect that:
(i) The representations and warranties of the Issuer contained herein are true
and correct in all material respects on and as of the date of Closing as if made on the date
of Closing;
(ii) None of the proceedings or authority for the issuance, sale, execution and
delivery of the Bonds and delivery of this Purchase Agreement, the Spring Training
Program Agreement or the adoption of the Bond Resolution has been repealed, modified,
amended, revoked or rescinded;
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(iii) No event affecting the Issuer has occurred since the date of the Official
Statement which should be disclosed in the Official Statement for the purposes for which
it is to be used or which it is necessary to disclose therein in order to make the statements
and information therein, in the light of the circumstances under which they were made,
not misleading in any material respect;
(iv) Since September 30,2016, there has been no material adverse change in
the financial position and results of operations of the Issuer, and the Issuer has not
incurred any material liabilities other than in the ordinary course of business, except as
set forth in the Official Statement; and
(v) Nothing has come to their attention which would lead either of them to
believe that the Official Statement (excluding the information contained under the
subheading "DESCRIPTION OF THE SERIES 2017 BONDS -- Book-Entry Only
System"), as of its date and as of the date of delivery of the Bonds, contained or contains
an untrue statement of a material fact or omitted or omits to state a material fact which
should be included therein for the purposes for which the Official Statement is intended
to be used, or which is necessary in order to make the statements contained therein, in the
light of the circumstances under which they were made, not misleading.
(0 the approving opinion of Bond Counsel substantially in the form included as
Appendix D to the Preliminary Official Statement for the Bonds, together with a letter of Bond
Counsel, dated as of the date of Closing, and addressed to the Underwriters, to thg effect that the
foregoing opinion addressed to the Issuer may be relied upon by the Underwriters to the same
extent as if such opinion were addressed to them;
(g) a supplemental opinion of Bond Counsel; addressed to the Issuer and the
Underwriters, substantially to the effect that:
(i) The statements contained in the Official Statement under the headings
"DESCRIPTION OF THE SEzuES 2017 BONDS" (except for the information regarding
the DTC and information contained under the heading "Book-Entry Only System"
therein) and "SECURITY FOR THE BONDS" insofar as such statements purport to
summarize certain provisions of the Bond Resolution and the Bonds are accurate
summaries of the provisions purported to be summarized therein and the information
contained in the Official Statement under the heading "TAX EXEMPTION" is accurate;
and
(ii) The Bonds are exempt from registration under the Securities Act of 1933,
as amended (the "1933 Act");
(h) an opinion of Daniel S. Mclntyre, Esq., County Attorney, addressed to the Issuer,
Bond Counsel and the Underwriters and dated the date of the Closing, to the effect that:
(i) The Issuer is a duly organized and validly existing political subdivision of
the State of Florida duly created, organized and existing under the Act, and has full legal
right, power and authority under the Act and the Bond Resolution (A) to enter into,
execute and deliver this Purchase Contract, the Continuing Disclosure Certificate and the
l1
Spring Training Program Agreement and all documents required hereunder and
thereunder to be executed and delivered by the Issuer, (B) to sell, issue and deliver the
Bonds to the Underwriters as provided herein, (C) to carry out and consummate the
transactions contemplated by this Purchase Contract, the Continuing Disclosure
Certificate and the Spring Training Program Agreement, and the Official Statement,
(D) to acquire and construct the Project, and the Issuer has complied, and will at the
Closing be in compliance in all material respects, with the terms of the Act as they
pertain to such transactions;
(ii) By all necessary official action of the Issuer prior to or concurrently with
the acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it
for (A) the adoption of the Bond Resolution, and the issuance and sale of the Bonds,
(B) the approval, execution and delivery of, and the performance by the Issuer of the
obligations on its part, contained in the Bonds, this Purchase Contract, the Continuing
Disclosure Certificate and the Spring Training Program Agreement, and (C) the
consummation by it of all other transactions contemplated by the Official Statement, this
Purchase Contract, the Continuing Disclosure Certificate and the Spring Training
Program Agreement and any and all such other agreements and documents as may be
required to be executed, delivered and/or received by the Issuer in order to carry out, give
effect to, and consummate the transactions contemplated herein and in the Official
Statement;
(iii) The Bond Resolution was duly and validly adopted by the Issuer and is in
full force and effect; the Bond Resolution and all other proceedings pertinent to the
validity and enforceability of the Bonds and the receipt of the Pledged Funds pledged to
pay principal of and interest on the Bonds, and the covenant to budget and appropriate
Non-Ad Valorem Revenues to the extent and in the manner provided in the Bond
Resolution have been duly and validly adopted or undertaken in compliance with all
applicable procedural requirements of the lssuer and in compliance with the Constitution
and laws of the State, including the Act;
(iv) This Purchase Contract, the Continuing Disclosure Certificate and the
Spring Training Program Agreement have been duly authorized, executed and delivered
by the Issuer, and constitute legal, valid and binding obligations of the Issuer enforceable
against the Issuer in accordance with their respective terms, except to the extent limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws and
equitable principles of general application relating to or affecting the enforcement of
creditors'rights; and the Bonds, when issued, delivered and paid for, in accordance with
the Bond Resolution and this Purchase Contract, will constitute legal, valid and binding
obligations of the Issuer entitled to the benefits of the Bond Resolution and enforceable in
accordance with their terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws and principles of equity relating to or affecting the
enforcement of creditors' rights; upon the issuance, authentication and delivery of the
Bonds as aforesaid, the Bond Resolution will provide, for the benefit of the holders, from
time to time, of the Bonds, the legally valid and binding pledge of and Iien itpurports to
create as set forth in the Bond Resolution'
t2
(v) The distribution of the Preliminary Official Statement and the Official
Statement has been duly authorizedby the Issuer;
(vi) All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having
jurisdiction of the matter which are required for the due authorization of, which would
constitute a condition precedent to, or the absence of which would materially adversely
affect the due performance by the Issuer of its obligations under this Purchase Contract,
the Continuing Disclosure Certificate, the Spring Training Program Agreement and the
Bonds have been obtained;
(vii) Except as set forth in the Official Statement, there is no legislation, action,
suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
government agency, public board or body, pending or, to the best knowledge of the
Issuer, after due inquiry, threatened against the Issuer, affecting the corporate existence
of the Issuer or the titles of its officers to their respective offices, or affecting or seeking
to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the collection
of Pledged Funds, the covenant to budget and appropriate Non-Ad Valorem Revenues or
the acquisition and construction of the Project pursuant to the Bond Resolution or in any
way contesting or affecting the validity or enforceability of the Bonds, this Purchase
Contract, the Continuing Disclosure Certificate or the Spring Training Program
Agreement, or contesting the exclusion from gross income of interest on the Bonds for
federal income tax purposes, or contesting in any way the completeness or accuracy of
the Preliminary Official Statement or the Official Statement or any supplement or
amendment thereto, or contesting the powers of the Issuer or any authority for the
issuance of the Bonds, the adoption and/or enactment of the Bond Resolution or the
execution and delivery of this Purchase Contract, the Continuing Disclosure Certificate or
the Spring Training Program Agreement, nor, to the best knowledge of the Issuer, is there
any basis therefor, wherein an unfavorable decision, ruling or finding would materially
adversely affect the validity or enforceability of the Bonds, this Purchase Contract, the
Continuing Disclosure Certificate or the Spring Training Program Agreement;
(viii) The execution and delivery of this Purchase Contract, the Continuing
Disclosure Certificate or the Spring Training Program Agreement and compliance by the
Issuer with the provisions hereof and thereof, under the circumstances contemplated
herein and therein, will not conflict with or constitute on the part of the Issuer a material
breach of or a default under any agreement or instrument to which the Issuer is a party, or
violate any existing law, administrative regulation, court order, or consent decree to
which the Issuer is subject; and
(ix) Based on the examination which such counsel has caused to be made and
its participation at conferences at which the Preliminary Official Statement and the
Official Statement were discussed, such counsel has no reason to believe that the Official
Statement as of its date and as of the date hereof contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading in any material
respect (except for any financial forecast, technical and statistical data included in the
l3
Official Statement and except for information regarding DTC and its book-entry system,
in each ease as to which no view need be expressed).
(i) an opinion of Disclosure Counsel, dated the date of the Closing and addressed to
the Issuer and the Underwriters, dated the date of Closing, in substantially the form attached
hereto as Exhibit B;
0) a certificate (herein sometimes referred to as the "Arbitrage Certificate") of the
Issuer executed by the Clerk, or other authorized County official, dated as of the date of Closing,
setting forth facts, estimates and circumstances concerning the use or application of the proceeds
of the Bonds, and stating in effect that on the basis of such facts, estimates and circumstances in
existence on the date of Closing, it is not expected that the proceeds of the Bonds will be used in
a manner that would cause such Bonds to be "arbitrage bonds" within the meaning of Section
148 of the Code.
(k) copies of any and all documents required by the provisions of the Bond
Resolution to be obtained or furnished by the Issuer at or prior to the Closing including, but not
limited to, the certificates, written statements, certified resolutions, executed documents,
opinions, requests and authorizations described in the Bond Resolution;
(l) IRS Form 8038G with respect to the Bonds executed by the Issuer;
(m) letters from Moody's Investors Service, Inc. and S&P Global Ratings confirming
that the Bonds have been rated "Aa3" and "AA-" (stable outlook), respectively.
(n) a certificate of an authorized representative of U.S. Bank National Association, as
Registrar and Paying Agent (the "Registrar") to the effect that:
(i) the Registrar is a national banking association duly organized, validly
existing and in good standing under the laws of the United States and is duly authorized
to exercise trust powers in the State of Florida;
(ii) the Registrar has all requisite authority, power, licenses, permits and
franchises, and has full corporate power and legal authority to perform its functions under
the Bond Resolution;
(iii) the performance by the Registrar of its functions under the Bond
Resolution will not result in any violation of the Articles of Association orBylaws of the
Registrar, any court order to which the Registrar is subject or any agreement, indenture or
other obligation or instrument to which the Registrar is a party or by which the Registrar
is bound, and no approval or other action by any governmental authority or agency
having supervisory authority over the Registrar is required to be obtained by the Registrar
in order to perform its functions under the Bond Resolution; and
(iv) to the best of such authorized representative's knowledge, there is no
action, suit, proceeding or investigation at law or in equity before any court, public board
or body pending or, to his or her knowledge, threatened against or affecting the Registrar
wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto
t4
is likely to materially and adversely affect the ability of the Registrar to perform its
obligations under the Bond Resolution.
(o) A certificate in substantially the form as set forth in Appendix E to the Official
Statement (the "Continuing Disclosure Certificate") of the Issuer executed by the Chairman or
Vice Chairman, or other authorized Issuer official, dated as of the date of Closing, setting forth
the Issuer's undertaking to provide or cause to be provided, in accordance with the requirements
of paragraph (bX5) of Rule l5c2-12: (1) certain financial information and operating data on an
annual basis (the "Annual Information") for the preceding fiscal year, (2) timely notice of the
occurrence of certain material enumerated events with respect to the Bonds, and (3) timely notice
of the Issuer's inability to provide the Annual Information on or before the date specified in the
Continuing Disclosure Certifi cate.
(p) specimen Bonds;
(q) evidence as may be required by Bond Counsel or Underwriters' Counsel as to the
compliance with the conditions of the Bond Resolution for the issuance of the Bonds thereunder;
G) such additional legal opinions, certificates, instruments and other documents as
the Representative, the Issuer, Underwriters' Counsel, the County Attorney or Bond Counsel may
reasonably request to evidence compliance by the Issuer with legal requirements; the truth and
accuracy in all material respects, as of the date of Closing, of the respective representations,
warranties and covenants contained herein and in the Official Statement; and the due
performance or satisfaction by them of all material agreements to be performed by them and all
material conditions to be satisfied by them at or prior to the Closing.
SECTION 6. Termination by the Underwriter. This Purchase Contract may be
terminated in writing by the Underwriters if any of the following shall occur: (i) this Purchase
Contract shall not have been accepted by the Issuer within the time herein provided; (ii) the
signed Official Statement shall not have been provided within the time required by this Purchase
Contract; (iii) the Bonds and all of the Closing Documents shall not have been delivered to the
Underwriters in a timely manner on the date of Closing; (iv) legislation shall be enacted, or
actively considered for enactment, or a court decision announced, or a ruling, regulation or
decision by or on behalf of a governmental agency having jurisdiction of the subject matter shall
be made, to the effect that indebtedness of the Issuer or similar indebtedness of any similar body,
or interest on obligations of the general character of the Bonds, shall not be excludable from
gross income for federal income taxes purposes, or that securities of the general character of the
Bonds shall not be exempt from registration under the Securities Act of 1933, as amended; (v)
there shall exist any event or circumstance which, in the reasonable opinion of the Underwriters,
either makes untrue or incorrect in a material respect any statement or information contained in
the Official Statement, or is not reflected in the Official Statement but should be reflected therein
in order to make the statements and information contained therein not misleading in a material
adverse respect; (vi) there shall have occurred any outbreak or escalation of hostilities or other
national or international calamity or crisis, the effect of such outbreak, escalation, calamity or
crisis on the financial markets of the United States of America being such as, in the reasonable
opinion of the Underwriters, would make it impracticable forthe Underwriters to sellthe Bonds;
(vii) there shall be in force a general suspension of trading on the New York Stock Exchange, or
l5
minimum or maximum prices for trading shall have been fixed and be in force, or a stop order
ruling or regulation by the Securities and Exchange Commission shall be issued or made, the
effect of which would be that the issuance, offering or sale of the Bonds would be in violation of
any provision of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the Trust Indenture Act of 1939, as amended, or the Investment Company Act of 1940,
as amended; (viii) in the reasonable judgment of the Underwriters, the market price of the Bonds,
or the market price generally of obligations of the general character of the Bonds, might be
materially and adversely affected because: (a) additional material restrictions not in force as of
the date hereof shall have been imposed upon trading in securities generally by any
governmental authority or by any national securities exchange, or (b) the New York Stock
Exchange or other national securities exchange, or any governmental authority shall have
imposed, as to the Bonds or similar obligations, any material restrictions not now in force, or
increased materially those now in force, with respect to the extension of credit by, or the charge
to the net capital requirements of, the Underwriters; (ix) a general banking moratorium shall
have been declared by either federal, New York or Florida authorities; (x) a war involving the
United States of America shall have been declared, or any conflict involving the armed forces of
any country shall have escalated, or any other national emergency relating to the effective
operation of government or the financial community shall have occurred, which, in the
reasonable opinion of the Underwriters, materially adversely affects the market price of the
Bonds; (xi) any litigation shall be instituted, pending or threatened to restrain or enjoin the
issuance or sale of the Bonds or in any way protesting or affecting any authority for or the
validity of the Bonds, the Bond Resolution or the existence or powers of the Issuer; or (xii) there
is a withdrawal or downgrading of any investment rating on the Bonds.
SECTION 7. Termination by the Issuer. This Purchase Contract may be terminated in
writing by the Issuer in the event that the Underwriters shall fail to accept delivery of the Bonds
on the Closing date upon tender thereof to the Underwriters by the Issuer and delivery to the
Underwriters of allof the Closing Documents.
SECTION 8. Changes Affecting the Official Statement after the Closing. If any
event relating to or affecting the Issuer shall occur, the result of which would make it necessary,
in the opinion of the Issuer, or the Representative or Underwriters' Counsel, to amend or
supplement the Official Statement in order to make it not misleading in the light of the
circumstances existing at that time, the Issuer shall forthwith prepare and furnish to the
Underwriters at the Issuer's expense, a reasonable number of copies of an amendment of or
supplement to the Official Statement in form and substance satisfactory to the Issuer, so that the
Official Statement then will not contain an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances existing
at that time, not misleading.
SECTION 9. Expenses. (a) The Underwriters shall be under no obligation to pay, and
the Issuer shall pay any expenses incident to the performance of the Issuer's obligations
hereunder, including, but not limited to (i) the cost of preparation and printing of the Bonds,
(ii) the fees and disbursements of Bond Counsel, Disclosure Counsel, and counsel to the Issuer,
if any; (iii) the fees and disbursements of the financial advisor to the Issuer; (iv) the fees and
disbursements of any other engineers, accountants, and other experts, consultants or advisers
retained by the Issuer; (v) the fees for bond ratings; and (vi) the costs of preparing, printing and
l6
delivering the Preliminary Official Statement, the Official Statement and any supplements or
amendments to either of them.
(b) The Underwriters shall pay (i) the cost of preparation and printing of this
Purchase Contract and the Blue Sky Memorandum; (ii) all advertising expenses in connection
with the public offering of the Bonds; and (iii) all other expenses incurred by them in connection
with the public offering of the Bonds, including the fees and disbursements of counsel retained
by the Underwriters.
(c) The Issuer shall reimburse the Underwriters for actual expenses incurred or paid
for by the Underwriters on behalf of the Issuer in connection with the marketing, issuance, and
delivery of the Bonds, including, but not limited to, transportation, lodging, and meals for
Issuer's employees and representatives; provided, however, that (i) reimbursement for such
expenses shall not exceed an ordinary and reasonable amount for such expenses and (ii) such
expenses are not related to the entertainment of any person and not prohibited from being
reimbursed from the proceeds of an offering of municipal securities under the Municipal
Securities Rulemaking Board's Rule G-20. Such reimbursement may be in the form of inclusion
in the expense component of the Underwriters' discount, or direct reimbursement as a cost of
issuance. All expenses have been included in the underwriting discount in Section 2 hereof.
SECTION 10. No Advisory or Fiduciary Role. The Issuer acknowledges and agrees
that: (i) the transactions contemplated by this Purchase Contract are arm's length, commercial
transactions between the Issuer and the Underwriters in which the Underwriters are acting solely
as a principal and are not acting as a municipal advisor, financial advisor or fiduciary to the
Issuer; (ii) the Underwriters have not assumed any advisory or fiduciary responsibility to the
Issuer with respect to the transactions contemplated hereby and the discussions, undertakings and
procedures leading thereto (irrespective of whether the Underwriters or their affiliates have
provided other services or are currently providing other services to the Issuer on other maffers);
(iii) the only obligations the Underwriters have to the Issuer with respect to the transaction
contemplated hereby expressly are set forth in this Purchase Contract; and (iv) the Issuer has
consulted its own financial and/or municipal, legal, accounting, tax, and other advisors, as
applicable, to the extent it deems appropriate. If the Issuer would like a municipal advisor in this
transaction that has legal fiduciary duties to the Issuer, then the Issuer is free to engage a
municipal advisor to serve in that capacity. The Issuer has engaged Public Financial
Management, Inc. (the "Financial Advisor") as financial advisor to the Issuer in connection with
the issuance of the Bonds.
SECTION 11. Establishment of Issue Price.
(a) The Representative, on behalf of the Underwriters, agrees to assist the Issuer in
establishing the issue price of the Bonds and shall execute and deliver to the Issuer at Closing an
"issue price" or similar certificate, together with the supporting pricing wires or equivalent
communications, substantially in the form attached hereto as Exhibit C with such modifications
as may be appropriate or necessary, in the reasonable judgment of the Representative, the Issuer
and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial
offering price or prices to the public of the Bonds. All actions to be taken by the Issuer under
this section to establish the issue price of the Bonds may be taken on behalf of the Issuer by the
t7
Issuer's Financial Advisor and any notice or report to be provided to the Issuer may be provided
to the Issuer's Financial Advisor.
(b) Except as otherwise set forth in Schedule B attached hereto, the Issuer will treat
the first price at which l0o/o of each maturity of the Bonds (the "107o test") is sold to the public
as the issue price of that maturity (if different interest rates apply within a maturity, each separate
CUSP number within that maturity will be subject to the l0% test). At or promptly after the
execution of this Purchase Contract, the Representative shall report to the Issuer the price or
prices at which the Underwriters have sold to the public each maturity of the Bonds. If at that
time the 10% test has not been satisfied as to any maturity of the Bonds, the Representative
agrees to promptly report to the Issuer the prices at which Bonds of that maturity have been sold
by the Underwriters to the public. That reporting obligation shall continue, whether or not the
Closing Date has occurred, until the l0% test has been satisfied as to the Bonds of that maturity
or until all Bonds of that maturity have been sold.
(c) The Representative confirms that the Underwriters have offered the Bonds to the
public on or before the date of this Purchase Contract at the offering price or prices (the "initial
offering price"), or at the corresponding yield or yields, set forth in Schedule B attached hereto,
except as otherwise set forth therein. Schedule B also sets forth, as of the date of this Purchase
Contract, the maturities, if any, of the Bonds for which the l0%o test has not been satisfied and
for which the Issuer and the Representative, on behalf of the Underwriters, agree that the
restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the
initial offering price to the public of each such maturity as of the sale date as the issue price of
that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule
remains applicable to any maturity of the Bonds, the Underwriters will neither offer nor sell
unsold Bonds of that maturity to any person at a price that is higher than the initial offering price
to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day afterthe sale date;or
(ii) the date on which the Underwriters have sold at least 1\Yo of thatmaturity
of the Bonds to the public at a price that is no higher than the initial offering price to the
public.
The Representative shall promptly advise the Issuer when the Underwriters have sold 10% of
that maturity of the Bonds to the public at a price that is no higher than the initial offering price
to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
The Issuer acknowledges that, in making the representation set forth in this subsection,
the Representative will rely on (i) the agreement of each Underwriter to comply with the hold-
the-offering-price rule, as set forth in an agreement among underwriters and the related pricing
wires, (ii) in the event a selling group has been created in connection with the initial sale of the
Bonds to the public, the agreement of each dealer who is a member of the selling group to
comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the
related pricing wires, and (iii) in the event that an Underwriter is a party to a retail distribution
agreement that was employed in connection with the initial sale of the Bonds to the public, the
agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-
18
offering-price rule, as set forth in the retail distribution agreement and the related pricing wires.
The Issuer further acknowledges that each Underwriter shall be solely liable for its failure to
comply with its agreement regarding the hold-the-offering-price rule and that no Underwriter
shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a
selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply
with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the
Bonds.
(d) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each
retail distribution agreement (to which the Representative is a party) relating to the initial
sale of the Bonds to the public, together with the related pricing wires, contains or will
contain language obligating each Underwriter, each dealer who is a member of the selling
group, and each broker-dealer that is a party to such retail distribution agreement, as
applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each
maturity allotted to it until it is notified by the Representative that either the l0%o test has
been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been
sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in
each case if and for so long as directed by the Representative and as set forth in the
related pricing wires, and
(ii) any agreement among underwriters relating to the initial sale of the Bonds
to the public, together with the related pricing wires, contains or will contain language
obligating each Underwriter that is a party to a retail distribution agreement to be
employed in connection with the initial sale of the Bonds to the public to require each
broker-dealer that is a party to such retail distribution agreement to (A) report the prices
at which it sells to the public the unsold Bonds of each maturity allotted to it until it is
notified by the Representative or the Underwriter that either the 10o/o test has been
satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to
the public and (B) comply with the hold-the-offering-price rule, if applicable, in each
case if and for so long as directed by the Representative or the Underwriter and as set
forth in the related pricing wires.
(e) The Underwriters acknowledge that sales of any Bonds to any person that is a
related party to an Underwriter shall not constitute sales to the public for purposes of this section.
Further, for purposes of this section:
(i) "public" means any person other than an underwriter or a related party,
(ii) "underwriter" means (A) any person that agrees pursuant to a written
contract with the Issuer (or with the lead underwriter to form an underwriting syndicate)
to participate in the initial sale of the Bonds to the public and (B) any person that agrees
pursuant to a written contract directly or indirectly with a person described in clause (A)
to participate in the initial sale of the Bonds to the public (including a member of a
selling group or a party to a retail distribution agreement participating in the initial sale of
the Bonds to the public),
t9
(iii) a purchaser of any of the Bonds is a "related party" to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50olo
common ownership of the voting power or the total value of their stock, if both entities
are corporations (including direct ownership by one corporation of another), (ii) more
than 50Yo common ownership of their capital interests or profits interests, if both entities
are partnerships (including direct ownership by one partnership of another), or (iii) more
than 50Yo common ownership of the value of the outstanding stock of the corporation or
the capital interests or profit interests of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other), and
(iv) "sale date" means the date of execution of this Purchase Contract by all
parties.
SECTION 12. Waiver. Notwithstanding any provision herein to the contrary, the
performance of any and all obligations of the Underwriters hereunder and the performance of
any and all conditions contained herein for the benefit of the Underwriters may be waived by the
Underwriters, in their sole discretion, and the approval of the Underwriters when required
hereunder or the determination of their satisfaction as to any document referred to herein shall be
in writing, signed by an authorized signatory of the Underwriters.
SECTION 13. Notices. Any notice or other communication to be given to the Issuer
under this Purchase Contract may be given by delivering the same in writing to their respective
addresses set forth above or on the applicable signature page, as the case may be; and any such
notice or other communication to be given to the Underwriters may be given by delivering the
same in writing to the Representative at Wells Fargo Securities, 2363 Gulf-to-Bay Boulevard,
Suite 200, Clearwater, Florida 33765.
SECTION 14. Parties in Interest; Issuer's Undertakings; Survival of
Representations. This Purchase Contract is made solely for the benefit of the Issuer and the
Underwriters, including the successors and assigns of the Underwriters and no other person,
partnership, association or corporation shall acquire or have any rights hereunder or by virtue
hereof. All representations and agreements by the Issuer and the Underwriters contained in this
Purchase Contract shall remain in full force and effect regardless of any investigation made by or
on behalf of the Underwriters and shall survive the delivery of and payment for the Bonds.
SECTION 15. Severability. If any provision of this Purchase Contract shall be held or
deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any
particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with
any provisions of any constitution, statute, rule of public policy, or any other reason, such
circumstances shallnot have the effect of rendering the provision in question invalid, inoperative
or unenforceable in any other case or circumstance, or of rendering any other provision or
provisions of this Purchase Contract invalid, inoperative or unenforceable to any extent
whatever.
SECTION 16. Business Day. For purposes of this Purchase Contract, "business day"
means any day on which the New York Stock Exchange is open for trading.
20
SECTION 17. Section Headings. Section headings have been inserted in this Purchase
Contract as a matter of convenience of reference only, and it is agreed that such section headings
are not a part of this Purchase Contract and will not be used in the interpretation of any
provisions of this Purchase Contract.
SECTION 18. Counterparts. This Purchase Contract may be executed in several
counterparts each of which shall be regarded as an original (with the same effect as if the
signatures thereto and hereto were upon the same document) and all of which shall constitute one
and the same document.
SECTION 19. Governing Law. This Purchase Contract is to be governed by and
construed according to the laws of the State.
SECTION 20. Entire Agreement; Miscellaneous. This Purchase Contract constitutes
the entire agreement between the parties hereto with respect to the matters covered hereby, and
supersedes all prior agreements and understandings between the parties. This Purchase Contract
may not be amended, supplemented or modified without the written consent of the Issuer and the
Representative.
If you agree with the foregoing, please sign the enclosed counterparts of this Purchase
Contract and return it to the Representative. This Purchase Contract shall become a binding
agreement between you and the Underwriters when all counterparts of this letter shall have been
signed by or on behalf of each of the parties hereto.
[The signatures to this document are contained on pages S-l and S-2, attached]
21
Signature Page to Bond Purchase Contract dated June 16,2017
Re: St, Lucie County, Florida Non-Ad Valorem Revenue Bonds, Series 2017
WELLS F','ARGO BANK, NATIONAL
ASSOCIATION, as Representative of the
Underwriters
[Slgttalurc Page lo Bond Purchose Conlracl dated Jmrc 16, 2017J
s-l
. Miohael
Signature Page to Bond Purchase Contract dated June 16,2017
Re: St. Lucie County, Florida Non-Ad Valorem Revenue Bonds, Series 2017
ST. LUCIE COUNTY, FLORIDA
By:
Chairman,rd of County
ATTEST:
By
Deputy Clerk to the Board of County
Commissioners of St. Lucie County,
Florida
[Signoture Page to Bond Purchose Contract daled June I 6, 20 I U
s-2
SCHEDULE A
Terms of the Bonds
Maturity Date
(October I )
201 8
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
Amount
Interest
Rate
3.000%
4.000
5.000
5.000
5.000
5.000
5.000
5.000
5.000
5.000
5.000
5.000
5.000
5.000
5.000
s.000
5.000
s.000
5.000
5.000
Price
102.539%
106.557
112.061
l 15.088
n7.899
t20.226
121.975
123.407
124.275
124.849
123.201*
tzt.78t*
120.878*
t20.082*
I 19.391 *
I I 8.705 *
I18.120*
117.635*
tt7.249*
I 16.865*
Yield
0.960%
L050
1.210
1.340
1.450
1.590
t.760
1.920
2.100
2.270
2.430*
2.570*
2.660*
2.740*
2.810*
2.880r
2.940*
2.990*
3.030*
3.070*
$ 1,125,000
1,160,000
1,205,000
1,270,000
1,330,000
1,395,000
1,465,000
1,540,000
I ,6 I 5,000
1,700,000
1,785,000
1,870,000
1,965,000
2,065,000
2,170,000
2,275,000
2,390,000
2,510,000
2,635,000
2,765.000
$10,630,000 5.000% Term Bond maturing October 1,2042, Price I l6.l}lyo*, Yield 3.150%
*Price and yield determined based on first call date of October 1,2027 .
Redemption Provisions
Optional Redemption
The Bonds maturing on or before October 1,2027 are not subjectto optional redemption
prior to maturity. The Bonds maturing on and after Octob er 1,2028 are subject to redemption at
the option of the Issuer from any legally available revenues in whole or in part, at any time, on or
after October 1,2027 in such order of maturities as may be determined by the Issuer (less than
all of a single maturity to be selected by lot) at a redemption price of 100% of the principal
amount to be redeemed, plus accrued interest to the date set for redemption.
Schedule A-l
Mandatory Redemption
The Bonds maturing on October 7, 2042, are subject to mandatory sinking fund
redemption, prior to maturity in part, by Iot on October 1,2038 and on each October I thereafter,
at a redemption price equal to the principal amount of such Bonds or portions thereof to be
redeemed, plus interest accrued thereon to the date of redemption, on October I in the following
years and in the following amounts:
Year Amount
2039 $ 1,925,000
2039 2,020,000
2040 2,120,000
2041 2,225,000
2042* 2,340,000
*Maturity
Schedule A-2
SCHEDULE B
Maturities for which 107o Test is Satisfied
Maturity Date
(October l)
t0lv20t8
101U2019
101U2020
t0lv202t
101U2022
101v2023
101112024
101112025
101v2026
t01U2027
101U2028
101U2029
10lt/2030
t0lv203t
t0lt/2032
101U2042
Maturity Date
(October l)
101v2033
t01112034
r0lU203s
101U2036
tolt 12037
Amount
$ 1,125,000
1,160,000
1,205,000
1,270,000
1,330,000
1,395,000
1,465,000
1,540,000
1,615,000
1,700,000
1,785,000
1,870,000
1,965,000
2,065,000
2,l7o,ooo
10,630,000
Interest
Rate
3.000%
4.000
5.000
5.000
5.000
5,000
5.000
5.000
5.000
s.000
5.000
s.000
s.000
5.000
5.000
s.000
Interest
Rate
5.000%
5.000
5.000
5.000
5.000
Price
102.539%
106.557
tt2.06r
r 15.088
I 17.889
120.226
t21.975
123.407
124.275
124.849
123.201*
121.781*
120.878*
120.082*
I 19.391 *
ll6.10l*
Price
I 18.705%*
ll8.l20*
117.635*
117.249*
I 16.865*
Yield
0.960%
1.050
t.210
1.340
1.450
L590
1.760
1.920
2.1 00
2.270
2.430*
2.570*
2.660*
2.740*
2.910*
3. I 50*
Yield
2380Yo*
2.940*
2.990*
3.030*
3.070*
Maturities for which 107o Test has not been Satisfied
Amount
$2,275,000
2,390,000
2,510,000
2,635,000
2,765,000
*Priced to first call date of October 1,2027 .
Schedule B-1
EXHIBIT A
DISCLOSURE STATEMENT
June 16,2017
Board of County Commissioners
of St. Lucie County, Florida
Fort Pierce, Florida
Re: $46,865,000 St. Lucie County, Florida Non-Ad Valorem Revenue Bonds, Series
2017 (the "Bonds")
Ladies and Gentlemen:
In connection with the issuance by St. Lucie County, Florida (the "Issuer"), of
$46,865,000 original aggregate principal amount of Bonds, Wells Fargo Bank, National
Association (the "Representative"), on behalf of itself and Citigroup Global Markets Inc.
(collectively, the "Underwriters") is underwriting a public offering of the Bonds. Arrangements
for underwriting the Bonds will include a Bond Purchase Contract (the "Purchase Contract")
between the Issuer and the Underwriter, which will embody the negotiations in respect thereof.
The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(6),
Florida Statutes, certain information with respect to the arrangements contemplated for the
underwriting of the Bonds, as follows:
The nature and estimated amounts of expenses to be incurred by the Underwriters in
connection with the purchase and offering of the Bonds, are set forth in Schedule I attached
hereto.
That no person has entered into an understanding with the Underwriters, or to the
knowledge of the Underwriters, with the Issuer for any paid or promised compensation or
valuable consideration, directly or indirectly, expressly or implied, to act solely as an
intermediary between the Issuer and the Underwriters or to exercise or attempt to exercise any
influence to effect any transaction in the purchase of the Bonds.
The underwriting spread, the difference between the price at which the Bonds will be
initially offered to the public by the Underwriters and the price to be paid to the Issuer for each
of the Series 2017 Bonds, will be:
$/1,000 Amount
No other fee, bonus or other compensation
connection with the issuance of the Bonds to any
$45,796.25
22,994.90
$68,681.15
is estimated to be paid by the Underwriters in
person not regularly employed or retained by
Average Takedown
Expenses
TotalDiscount
0.97720
0.48831
l.46s5l
Exhibit A-l
the Underwriters (including any "finder" as defined in Section 218.386(lXa), Florida Statutes),
except as specifically enumerated as expenses to be incurred by the Underwriters, as set forth in
Schedule I attached hereto.
Truth in Bonding Statement. The following statements are made in satisfaction of the
requirements of Section 218.385(2) and (3), Florida Statutes, as amended:
The Issuer is proposing to issue the Bonds in the aggregate principal
amount of $46,865,000 to (l) finance aportion of the costs of the acquisition and
construction of improvements to the Tradition Field Sports Complex and (2) pay
certain costs of issuance of the Bonds. The Bonds are expected to be repaid over
a period of approximately 25.27 years at a true interest cost of 3.379126%
resulting in total interest payments in the amount of $34,716,916.11 being made
over the life of the Bonds.
The Bonds will be payable solely from the Issuer's Program Revenues (as
defined in the Bond Resolution), and Non-Ad Valorem Revenues (as defined in
the Bond Resolution) budget and appropriated to the extent and in the manner
provided in the Bond Resolution. Authorizing the Bonds will result in
approximately $3,230,256.25 (average annual debt service) of Issuer moneys not
being available to finance other services of the Issuer, each year for
approximately 25.27 years.
The name and address of the Representative of the Underwriters is listed below:
Wells Fargo Bank, National Association
2363 Gulf-to-Bay Boulevard, Suite 200
Clearwater, Florida 337 65
A-2
We understand that you do not require any further disclosure from the Underw.iters,
pursuant to Section 218.385(6), Florida Stahrtes.
Very truly yours,
WELLS FARGO BANK, NATIONAL
ASSOCLATION, as Representative of the
Underwriters
J. Michael
A-3
SCHEDULE I TO EXHIBIT A
Underwriters' Expenses $/1000
0.97720
0.32007
0.09960
0.01707
0.01957
0.03201
Average Takedown
Underwriters' Counsel
IPREO
DTC
CUSIP
Miscellaneous
$45,796.25
15,000.00
4,667.90
800.00
917.00
r.s00.00
TOTAL 1.46551 $68,681.15
Note: Totals may not add due to rounding.
Schedule I to Exhibit A
EXHIBIT B
FORM OF OPINIONS OF DISCLOSURE COUNSEL
June 29,2017
St. Lucie County, Florida
Fort Pierce, Florida
Re: $46,865,000 St. Lucie County, Florida Non-Ad Valorem Revenue Bonds, Series 2017
Ladies and Gentlemen:
We have acted as Disclosure Counsel to St. Lucie County, Florida (the "lssuer") in
connection with the issuance of the above-captioned obligations (the "Series 2017 Bonds"),
which are today being delivered to Wells Fargo Bank, National Association as Senior Managing
Underwriter on behalf of itself and Citigroup Global Markets Inc. (collectively, the
"Underwriters"). In such capacity, we have reviewed such proceedings, records, certificates,
documents and questions of law as we have considered necessary to enable us to render this
opinion.
To the extent that the opinion expressed herein relates to or is dependent upon the
determination that (i) the proceedings and actions relating to the authorization, execution,
issuance, delivery and sale of the Series 2017 Bonds are lawful and valid underthe Constitution
and laws of the State of Florida, particularly Chapter 125, Florida Statutes, Section 288.11631,
Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and a resolution
duly adopted by the Board of County Commissioners of the Issuer on May 16,2017, as the same
may be amended and supplemented (the "Resolution"), (ii) that the Series 2017 Bonds are valid
and legally binding obligations of the Issuer enforceable in accordance with their terms, or (iii)
interest on the Series 2017 Bonds is excluded from the gross income of the owners of the Series
2017 Bonds for federal income tax purposes, or other tax consequences of owning the Series
2017 Bonds, we understand that you are relying upon the opinions delivered to you on the date
hereof of Daniel S. Mclntyre, Esq., as Issuer's Counsel ("lssuer's Counsel") and Nabors, Giblin
& Nickerson, P.A., as Bond Counsel ("Bond Counsel"), and, with your permission, we have
assumed the accuracy of such opinions, have made no independent determination thereof and no
opinion is expressed herein as to such matters.
Because the primary purpose of our professional engagement as your counsel was not to
establish factual matters and because of the wholly or partially nonlegal character of many of the
determinations involved in the preparation of the Official Statement dated June 16,2017 related
to the Series 2017 Bonds (the "Official Statement"), we are not passing on and do not assume
Exhibit B-l
any responsibility for, except as set forth below, the accuracy, completeness or fairness of the
statements contained in the Official Statement (including any appendices, schedules and exhibits
thereto) and we make no representation that we have independently verified the accuracy,
completeness or fairness of such statements. Our engagement has neceisarily involved a review
of certain demographic, financial, statistical and operating data or information, however we
express no opinion regarding the accuracy and completeness of any such information.
We have generally reviewed information furnished to us by, and have participated in
telephone conferences and meetings with, representatives of the Issuer, the Issuer's Counsel,
Bond Counsel, Public Financial Management, Inc., the financial advisor to the Issuer, and others,
in which such contents of the Official Statement and related matters were discussed. We have
reviewed information concerning the Issuer's audited financial statements and meeting minutes
and other materials we deemed relevant. With your permission, we have relied upon certificates
of officials of the Issuer and others, and upon certain other opinions, certificates and/or letters
delivered in connection with the issuance of the Series 2017 Bonds, including, without
limitation, those received from Bond Counsel and Issuer's Counsel as to matters other than
matters covered by our opinion. In addition, we have reviewed such proceedings, records,
certificates, documents and questions of law as we have considered necessary to enable us to
render this opinion.
Based solely upon our review and discussions noted above, and in reliance upon the
accuracy of the information contained in the aforementioned certificates, letters and opinions, but
without having undertaken any independent investigation or verification of such information,
nothing has come to the attention of the attorneys in our firm rendering legal services in this
representation which leads us to believe that the Official Statement contains any untrue statement
of a material fact or omits to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not
misleading; provided, however, that we express no opinion regarding historical or projected
financial information, demographic, statistical or operating data, including but not limited to
such information included in the appendices, schedules and exhibits thereto, or any information
about The Depository Trust Company and its book-entry system of registration.
The opinion expressed herein is predicated upon present law, facts and circumstances,
and we assume no affirmative obligation to update the opinion expressed herein if such laws,
facts or circumstances change after the date hereof or of any subsequent events or developments
which might affect the opinion expressed herein. The opinion expressed herein represent
professionaljudgment, and is not a guarantee of result.
The opinion expressed herein is limited to the laws of the State of Florida and the United
States of America.
This opinion letter may be relied upon by you only and only in connection with the
transaction to which reference is made above and may not be used or relied upon by any other
person for any purposes whatsoever without our prior written consent. This opinion letter is not
rendered to, and may not be relied upon by, holders or owners of the Series 2017 Bonds. The
opinion expressed herein is limited to the matters set forth herein, and to the documents referred
Exhibit B-2
to herein and does not extend to any other agreements, documents or instruments executed by the
Issuer, and no other opinion should be inferred beyond the matters expressly stated herein.
Respectfu lly submitted,
BRYANT MILLER OLIVE P.A.
Exhibit B-3
June29,2017
Wells Fargo Bank, National Association
Clearwater, FL
Citigroup Global Markets Inc.
Tampa, FL
Re: $46,865,000 St. Lucie County, Florida Non-Ad Valorem Revenue Bonds, Series 2017
Ladies and Gentlemen:
On even date herewith, we rendered our Disclosure Counsel opinion to our client in this
transaction, St. Lucie County, Florida, in connection with the above-referenced Bonds. As a
non-client in this transaction, you may rely on such opinion to the same extent as if such opinion
were addressed to you. Delivery of this reliance letter to you does not create an attorney-client
relationship.
Respectful Iy submitted,
BRYANT MILLER OLIVE P.A.
Exhibit B-4
EXHIBIT C
FORM OF ISSUE PRICE CERTIFICATE
$46,865,000
St. Lucie County, Florida
Non-Ad Valorem Revenue Bonds, Series 2017
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Wells Fargo Bank, National Association (the
"Representative"), on behalf of itself and Citigroup Global Markets Inc. (together, the
"Underwriting Group"), hereby certifies as set forth below with respect to the sale and issuance
of the above-captioned obligations (the "Bonds").
1 . Public Offering. All of the Bonds have been subject to a bona fide initial offering
to the public at initial offering prices no higher than, or yields no lower than, those shown on the
inside cover page of the Official Statement, dated June 16,2017 relatingto the Bonds.
2. Sale of the General Rule Maturities. As of the date of this certificate, for each
Maturity of the General Rule Maturities, the first price at which at least l\Yoof such Maturity of
the Bonds was sold to the Public is the respective price listed in Schedule A.
3. Initial Offering Price of the Holdahe-Offering-Price Maturities.
(a) The Underwriting Group offered the Hold-the-Offering-Price Maturities to the
Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial
Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent
communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, the members of the Underwriting
Group have agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price
Maturities, they would neither offer nor sell any of the Bonds of such Maturity to any person at a
price that is higher than the Initial Offering Price for such Maturity during the Holding Period for
such Maturity (the "hold-the-offering-price rule"), and (ii) any selling group agreement shall
contain the agreement of each dealer who is a member of the selling group, and any retail
distribution agreement shall contain the agreement of each broker-dealer who is a party to the
retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such
agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-
Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for
that Maturity of the Bonds during the Holding Period.
4. Defined Terms.
(a) General Rule Maturilies means those Maturities of the Bonds listed in Schedule A
hereto as the "General Rule Maturities."
Exhibit C-l
(b) Holdahe-Offering-Price Maturities means those Maturities of the Bonds listed in
Schedule A hereto as the "Hold-the-Offering-Price Maturities."
(c) Holding Period means, with respect to a Hold+he-Offering-Price Maturity, the
period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day
after the Sale Date (June 23, 2017), or (ii) the date on which the Underwriters have sold at least
10Yo of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the
Initial Offering Price for such Hold-the-Offering-Price Maturity.
(d) Issuer means St. Lucie County, Florida.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with
different maturity dates, or Bonds with the same maturity date but different stated interest rates,
are treated as separate maturities.
(0 Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term "related party" for purposes of this certificate generally means any two or
more persons who have greater than 50 percent common ownership, directly or indirectly.
(g) Sale Date means the first day on which there is a binding contract in writing for
the sale of a Maturity of the Bonds. The Sale Date of the Bonds is June 16,2017 .
(h) Underwriter means (i) any person that agrees pursuant to a written contract with
the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the
initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written
contract directly or indirectly with a person described in clause (i) of this paragraph to participate
in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a
retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents the Representative's interpretation of any laws, including
specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations thereunder. The undersigned understands that the foregoing information
will be relied upon by the Issuer with respect to certain of the representations set forth in the
Cerlificate as to Arbitrage and Certain Other Tax Matters and with respect to compliance with
the federal income tax rules affecting the Bonds, and by Nabors, Giblin & Nickerson, P.A., bond
counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from
gross income for federal income tax purposes, the preparation of Intemal Revenue Service Form
8038-G, and other federal income tax advice it may give to the Issuer from time to time relating
to the Bonds.
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Representative
By:
Name:
Dated: June29,2017
Exhibit C-2
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING
PRICES OF THE HOLD.THE-OFFERING-PRICE MATURITIES
(Attached)
Maturities for which 10%o Test is Satisfied
Maturity Date
(October l)
t)lU20r8
t\lU20r9
101U2020
t0l1l202t
t0ll12022
t01112023
101U2024
101U2025
101U2026
101U2027
101U2028
r01U2029
10nt2030
t0/U2031
10/112032
10/112042
Maturity Date
(October 1)
101U2033
101U2034
101U2035
101U2036
101U2037
Amount
$1,125,000
I ,160,000
1,205,000
1,270,000
1,330,000
1,395,000
1,465,000
1,540,000
1,615,000
1,700,000
I,785,000
1,870,000
1,965,000
2,065,000
2,170,000
10,630,000
Interest
Rate
3,000yo
4.000
s.000
5.000
5.000
5.000
5.000
5.000
s.000
s.000
s.000
s.000
5.000
5.000
5.000
5.000
lnterest
Rate
s.000%
s.000
s.000
s.000
s.000
Price
102.539%
106.557
112.061
115.088
I17.889
120.226
121.975
r23.407
124.275
124.849
123.201*
t2t.78t*
120.878*
120.082*
I 19.391 *
ll6.10tx
Yield
0.960%
1.050
1.210
1.340
1.450
1.590
1.760
t.920
2.100
2.270
2.430*
2.570*
2.660*
2.740*
2.810*
3. I 50*
Yield
2.880Yo*
2.940*
2.990*
3.030*
3.070*
Maturities for which 10%o Test has not been Satisfied
Amount
s2,275,000
2,390,000
2,510,000
2,635,000
2,765,000
Price
l18.705Yo*
I I 8.120*
117.635*
117.249*
I 16.865*
*Priced to first call date of October 1,2027 .
Schedule A to Exhibit C
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
Wirc6
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IX]TLAI OEEEIIE TAZI}:
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3.il0 l}gryt@. EtC L17-2{91*-:'I (+rprw. PlE 115- !551
!3,IlBJiI !,-\!I:
::.r'0:,rtqtg
lX/'C-1203{
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Ett Nsrn: ilcr sDr.o
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s?. e15.900
92,390. C00
93,5r0.000
32,645,000
53. ?5s,000
Effccti'E it 2:0t g!{" ErrEE4, trEidiy, iluc LEr 2?i? :iJ. rledrcrac %ru rr.d pri,ccEcstri&ti@5 ajr !,@d fro thc follorirg atrti!i.!:
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t0,rt'I12,132
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