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Home My WebLink About25-094EXECUTION COPY ST. LUCIE COUNTY, FLORIDA NON -AD VALOREM REVENUE BONDS, SERIES 2025A AND SERIES 2025B RESOLUTION ADOPTED APRIL 22, 2025 SECTION 1.01. SECTION 1.02. SECTION 1.03. SECTION 1.04. SECTION 1.05. SECTION 1.06. TABLE OF CONTENTS PAGE ARTICLE I GENERAL DEFINITIONS.............................................................................................1 AUTHORITY FOR RESOLUTION...........................................................6 RESOLUTION TO CONSTITUTE CONTRACT......................................6 FINDINGS...................................................................................................6 AUTHORIZATION OF THE PROJECT....................................................7 AUTHORIZATION OF INTERLOCAL AGREEMENT ...........................7 ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS SECTION 2.01. AUTHORIZATION AND DESCRIPTION OF BONDS; AWARD OF BONDS; REDEMPTION OF THE BONDS.........................................8 SECTION 2.02. APPLICATION OF BOND PROCEEDS...................................................9 SECTION 2.03. EXECUTION OF BONDS..........................................................................9 SECTION 2.04. AUTHENTICATION................................................................................10 SECTION2.05. RESERVED...............................................................................................10 SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST.................10 SECTION 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER ....... 10 SECTION 2.08. FULL BOOK ENTRY FOR BONDS........................................................I I SECTION2.09. FORM OF BONDS....................................................................................13 ARTICLE III REDEMPTION OF BONDS SECTION 3.01, PRIVILEGE OF REDEMPTION..............................................................22 SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED......................................22 SECTION 3.03. NOTICE OF REDEMPTION....................................................................22 SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS..........................................23 SECTION 3.05. PAYMENT OF REDEEMED BONDS.....................................................23 SECTION 3.06. PURCHASE IN LIEU OF OPTIONAL REDEMPTION .........................23 ARTICLE IV SECURITY; FUNDS; COVENANTS OF THE ISSUER SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER .............................25 SECTION 4.02. COVENANT TO BUDGET AND APPROPRIATE; PAYMENT OF BONDS......................................................................................................25 SECTION 4.03. CONSTRUCTION FUND.........................................................................25 SECTION4.04. REBATE FUND........................................................................................26 SECTION 4.05. ANTI-DILUTION......................................................................................27 SECTION 4.06. SEPARATE ACCOUNTS.........................................................................28 ARTICLE V COVENANTS SECTION5.01. GENERAL.................................................................................................29 SECTION 5.02. ANNUAL BUDGET.................................................................................29 SECTION 5.03. ANNUAL AUDIT.....................................................................................29 SECTION 5.04. FEDERAL INCOME TAXATION COVENANTS..................................29 ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. EVENTS OF DEFAULT...........................................................................30 SECTION 6.02. REMEDIES................................................................................................30 SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS........................................................................................31 SECTION 6.04. REMEDIES CUMULATIVE....................................................................31 SECTION 6.05. WAIVER OF DEFAULT..........................................................................31 SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT................................31 ARTICLE VII SUPPLEMENTAL RESOLUTIONS SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS' CONSENT.................................................................................................33 SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS' CONSENT.................................................................................................33 ARTICLE VIII DEFEASANCE SECTION8.01. DEFEASANCE..........................................................................................35 ARTICLE IX PROVISIONS RELATING TO BONDS SECTION 9.01. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL STATEMENT............................................................................................ 36 SECTION 9.02. APPOINTMENT OF PAYING AGENT AND REGISTRAR..................36 SECTION 9.03. SECONDARY MARKET DISCLOSURE................................................36 SECTION 9.04. OFFICIAL NOTICE OF SALE.................................................................37 ARTICLE X MISCELLANEOUS SECTION 10.01. SALE OF BONDS.....................................................................................38 SECTION 10.02. SEVERABILITY OF INVALID PROVISIONS.......................................38 SECTION 10.03. VALIDATION AUTHORIZED................................................................38 SECTION 10.04. REPEAL OF INCONSISTENT RESOLUTIONS....................................38 SECTION 10.05. EFFECTIVE DATE...................................................................................38 EXHIBIT A - FORM OF OFFICIAL NOTICE OF SALE EXHIBIT B - FORM OF PRELIMINARY OFFICIAL STATEMENT EXHIBIT C - FORM OF CONTINUING DISCLOSURE CERTIFICATE EXHIBIT D - FORM OF 1NTERLOCAL AGREEMENT ii RESOLUTION NO. 2025- 094 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $130,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF THE ST. LUCIE COUNTY, FLORIDA NON -AD VALOREM REVENUE BONDS, SERIES 2025A AND NOT EXCEEDING $40,000,000 OF THE COUNTY'S NON -AD VALOREM REVENUE BONDS, SERIES 2025B, TO PROVIDE FUNDS TO FINANCE CERTAIN CAPITAL IMPROVEMENTS WITHIN THE COUNTY; COVENANTING TO BUDGET AND APPROPRIATE CERTAIN LEGALLY AVAILABLE NON -AD VALOREM REVENUES TO PAY DEBT SERVICE ON THE BONDS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF BONDS ISSUED HEREUNDER; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH BONDS ISSUED HEREUNDER; AUTHORIZING THE AWARDING OF SAID BONDS PURSUANT TO PUBLIC BIDS; DELEGATING CERTAIN AUTHORITY TO THE CHAIR AND CLERK FOR THE AWARD OF THE BONDS AND THE APPROVAL OF THE TERMS AND DETAILS OF SAID BONDS; AUTHORIZING THE PUBLICATION OF AN OFFICIAL NOTICE OF SALE FOR THE BONDS OR A SUMMARY THEREOF; APPOINTING THE PAYING AGENT AND REGISTRAR FOR SAID BONDS; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT WITH RESPECT TO SUCH BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE CERTIFICATE WITH RESPECT TO THE BONDS AND THE APPOINTMENT OF A DISSEMINATION AGENT THERETO; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA: ARTICLE I GENERAL SECTION 1.01. DEFINITIONS. When used in this Resolution, the following terms shall have the following meanings, unless the context clearly otherwise requires: "Act" shall mean Chapter 125, Florida Statutes, the Interlocal Agreement, and other applicable provisions of law. "Amortization Installments" shall mean an amount designated as such pursuant to this Resolution or a Supplemental Resolution of the Issuer and established with respect to Term Bonds. "Annual Audit" shall mean the annual audit prepared pursuant to the requirements of Section 5.03 hereof. "Annual Budget" shall mean the annual budget prepared pursuant to the requirements of Section 5.02 hereof. "Authorized Investments" shall mean any investments that may be made by the Issuer under applicable law and which are allowed under the Issuer's investment policy. "Authorized Issuer Officer" shall mean the Chair and the Clerk and when used in reference to any act or document, also means any other person authorized by resolution of the Board to perform such act or sign such document. "Board" shall mean the Board of County Commissioners of St. Lucie County, Florida, or any successor thereto. "Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A. or any other attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Bondholder" or "Holder" or "holder" or any similar term, when used with reference to a Bond or Bonds, shall mean any person who shall be the registered owner of any Outstanding Bond or Bonds as provided in the registration books of the Issuer. "Bonds" shall mean the St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A and Series 2025B (or such other designation that may be made pursuant to Section 2.01(A) hereof) authorized to be issued pursuant to the provisions of this Resolution. "Chair" shall mean the Chair of the Board or, in his or her absence or unavailability, the Vice Chair. "Clerk" shall mean the Clerk of the Circuit Court, ex officio Clerk of the Board, or such other person as may be duly authorized to act on his or her behalf, including the Deputy Clerk. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations and rules thereunder in effect or proposed. "Construction Fund" shall mean the Construction Fund established pursuant to Section 4.03 hereof. "Cost" or "Costs" shall mean (1) the Issuer's cost of physical construction; (2) costs of acquisition by or for the Issuer of the Project; (3) costs of land and interests therein and the cost of the Issuer incidental to such acquisition; (4) the cost of any indemnity and surety bonds and premiums for insurance during construction; (5) all interest due to be paid on the Bonds and other obligations relating to the Project during, and if advisable by the Issuer, for up to one (1) year after the end of, the construction period of such Project; (6) engineering, legal and other consultant fees and expenses; (7) costs and expenses of the financing incurred during, and if advisable by the 2 Issuer, for up to one (1) year after the end of, the construction period for such Project, including audits, fees and expenses of any Paying Agent, Registrar, or depository; (8) payments, when due (whether at the maturity of principal or the due date of interest or upon redemption) on any indebtedness of the Issuer (other than the Bonds) incurred for such Project; (9) costs of machinery or equipment required by the Issuer for the commencement of operation of such Project; (10) any other costs properly attributable to such construction or acquisition, as determined by generally accepted accounting principles, and shall include reimbursement to the Issuer for any such items of Cost heretofore paid by the Issuer. Any Supplemental Resolution may provide for additional items to be included in the aforesaid Costs. "Counterparty" shall mean the entity entering into a Hedge Agreement with the Issuer. Counterparty would also include any guarantor of such entity's obligations under such Hedge Agreement. "Debt" has the meaning set forth in Section 4.05 hereof. "Federal Securities" shall mean non -callable direct obligations of the United States of America (including obligations issued or held in book -entry form on the books of the Department of Treasury) or non -callable obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. "Financial Advisor" shall mean PFM Financial Advisors LLC, Orlando, Florida, or its successors or assigns. "Fiscal Year" shall mean the period commencing on October l of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law. "Fitch" shall mean Fitch Ratings, and any assigns and successors thereto. "Hedge Agreement" shall mean an agreement in writing between the Issuer and the Counterparty pursuant to which (1) the Issuer agrees to pay to the Counterparty an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on debt (or a notional amount) specified in such agreement during the period specified in such agreement and (2) the Counterparty agrees to pay to the Issuer an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on debt (or a notional amount) specified in such agreement during the period specified in such agreement. "Hedge Payments" shall mean any amounts payable by the Issuer on the debt or the related notional amount under a Qualified Hedge Agreement; excluding, however, any payments due as a penalty or by virtue of termination of a Qualified Hedge Agreement or any obligation of the Issuer to provide collateral. "Interest Date" or "interest payment date" shall be April 1 and October 1 of each year, commencing October 1, 2025. 3 "Interlocal Agreement" shall mean the Interlocal Agreement, dated as of , 2025, by and between the County and the St. Lucie County Water and Sewer District, in the form attached hereto as Exhibit D. "Issuer" or "County" shall mean the St. Lucie County, Florida. "Moody's" shall mean Moody's Investors Service, and any assigns and successors thereto. "Non -Ad Valorem Revenues" shall mean total revenues of the Issuer derived from any source whatsoever, other than revenues generated from ad valorem taxation on real or personal property, and which are legally available to make the payments required herein. "Outstanding," when used with reference to Bonds and as of any particular date, shall describe all Bonds theretofore and thereupon being authenticated and delivered except, (1) any Bond in lieu of which other Bond or Bonds have been issued under Section 2.06 hereof to replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder thereof in exchange for other Bond or Bonds under Sections 2.05 and 2.07 hereof, (3) Bonds deemed to have been paid pursuant to Section 8.01 hereof and (4) Bonds cancelled after purchase in the open market or because of payment at or redemption prior to maturity. "Official Notice of Sale" shall mean the Official Notice of Sale to be published in connection with the public sale of the Bonds, the substantial form of which is attached hereto as Exhibit A. "Paying Agent" shall mean the paying agent appointed by the Issuer for the Bonds and its successor or assigns, if any. The Paying Agent initially shall be Argent Institutional Trust Company, Atlanta, Georgia. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, governmental entity or other legal entity. "Prerefunded Obligations" shall mean any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (1) which are (A) not callable prior to maturity or (B) as to which irrevocable instructions have been given to the fiduciary for such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (2) which are fully secured as to principal, redemption premium, if any, and interest by a fund held by a fiduciary consisting only of cash or Federal Securities, secured in substantially the manner set forth in Section t8.01 hereof, which fund may be applied only to the payment of such principal of, redemption premium, if any, and interest on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as the case may be, (3) as to which the principal of and interest on the Federal Securities, ,which have been deposited in such fund along with any cash on deposit in such fund are sufficient, as verified by an independent certified public accountant or other expert in such matters, to pay principal of, redemption premium, if any, and interest on the bonds or other obligations on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in clause (1) above and are not available to satisfy any other claims, including those against the fiduciary holding the same, and (4) which are rated in the 4 highest rating category (without regard to gradations, such as "+" or "-" or "1, 2 or 3" of such categories) of one of the Rating Agencies. "Project" shall mean, with respect to the Series 2025A Bonds, the acquisition and construction of certain capital improvements relating to the water and wastewater system owned by the St. Lucie County Water and Sewer District, and (b) with respect to the Series 2025B Bonds, the acquisition and construction of certain capital improvements relating to the solid waste disposal system owned and operated by the Issuer. "Qualified Hedge Agreement" shall mean a Hedge Agreement with respect to which the Issuer has received written notice from at least two of the Rating Agencies that the rating of the Counterparty is not less than "A." "Rating Agencies" means Fitch, Moody's and Standard & Poor's. "Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.04 hereof. "Redemption Price" shall mean, with respect to any Bond or portion thereof, the principal amount or portion thereof, plus the applicable premium, if any, payable upon redemption thereof pursuant to such Bond or this Resolution. "Refunding Securities" shall mean Federal Securities and Prerefunded Obligations. "Registrar" shall mean the bond registrar appointed by the Issuer for the Bonds and its successor or assigns, if any. The Registrar initially shall be Argent Institutional Trust Company, Atlanta, Georgia. "Resolution" shall mean this Resolution, as the same may from time to time be amended, modified or supplemented by Supplemental Resolution. "Serial Bonds" shall mean all of the Bonds other than the Term Bonds. "Standard and Poor's" or "S&P" shall mean S&P Global Ratings, and any assigns and successors thereto. "State" shall mean the State of Florida. "Supplemental Resolution" shall mean any resolution of the Issuer amending or supplementing this Resolution enacted and becoming effective in accordance with the terms of Sections 7.01, 7.02 and 7.03 hereof. "Term Bonds" shall mean those Bonds which shall be designated as Term Bonds pursuant to the provisions herein. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution. 5 Words importing the masculine gender include every other gender. Words importing the singular number include the plural number, and vice versa. SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. The Issuer has ascertained and hereby determined that adoption of this Resolution is necessary to carry out the powers, purposes and duties expressly provided in the Act, that each and every matter and thing as to which provision is made herein is necessary in order to carry out and effectuate the purposes of the Issuer in accordance with the Act and to carry out and effectuate the plan and purpose of the Act, and that the powers of the Issuer herein exercised are in each case exercised in accordance with the provisions of the Act and in furtherance of the purposes of the Issuer. SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of any or all of the Bonds by those who shall hold the same from time to time, the provisions of this Resolution shall be a part of the contract of the Issuer with the Holders of the Bonds, and shall be deemed to be and shall constitute a contract between the Issuer and the Holders from time to time of the Bonds. The pledge made in the Resolution and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Holders of any and all of said Bonds, but only in accordance with the terms hereof. All of the Bonds, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof except as expressly provided in or pursuant to this Resolution. SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared that: (A) The Issuer has deemed it in the best interest of its citizens to acquire and construct the improvements consisting of the Project. (B) The Issuer deems it to be in its best interest to issue the Bonds for the principal purpose of financing the Project, as determined pursuant to the provisions herein. (C) In accordance with Section 218.385, Florida Statutes, and pursuant to this Resolution, the Bonds shall be advertised for competitive bids pursuant to the Official Notice of Sale. (D) Pursuant to the Official Notice of Sale, any competitive bids received in accordance with the Official Notice of Sale on or prior to the time and date determined by the Chair and the Clerk upon the advice of the Financial Advisor, in accordance with the terms and provisions of the Official Notice of Sale, shall be publicly opened and announced. (E) It is desirable for the Issuer to be able to advertise and award the Bonds at the most advantageous time and date which shall be determined by the Chair and the Clerk upon the advice of the Financial Advisor; and, accordingly, the Issuer hereby determines to delegate the advertising and awarding of the Bonds to the Chair and the Clerk within the parameters described herein. rel (F) It is necessary and appropriate that the Board determine certain parameters for the terms and details of the Bonds and to delegate certain authority to the Chair and the Clerk for the award of the Bonds and the approval of the terms of the Bonds in accordance with the provisions hereof and of the Official Notice of Sale. (G) In the event Bond Counsel to the Issuer shall determine that the Bonds have not been awarded competitively in accordance with the provisions of Section 281.385, Florida Statutes, the Board shall adopt such resolutions and make such findings as shall be necessary to authorize and ratify a negotiated sale of the Bonds in accordance with said Section 218.385, Florida Statutes. (H) The Bonds shall be secured solely by a covenant of the Issuer, subject to certain conditions set forth herein, to budget and appropriate from Non -Ad Valorem Revenues amounts sufficient to pay the principal of and interest on the Bonds. (I) The principal of and interest on the Bonds to be issued pursuant to this Resolution, and all other payments provided for in this Resolution will be paid solely from Non -Ad Valorem Revenues in accordance with the terms hereof and the ad valorem taxing power of the Issuer will never be necessary or authorized to pay the principal of and interest on the Bonds to be issued pursuant to this Resolution, or to make any other payments provided for in this Resolution, and the Bonds shall not constitute a lien upon any property whatsoever of or in the Issuer. SECTION 1.05. AUTHORIZATION OF THE PROJECT. The acquisition and construction of the Project is hereby authorized. SECTION 1.06. AUTHORIZATION OF INTERLOCAL AGREEMENT. The execution and delivery by the County of the Interlocal Agreement is hereby authorized, with such modifications and changes thereto as approved by the Clerk, approval to be evidenced by their execution thereof. [Remainder of page intentionally left blank] 7 ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS SECTION 2.01. AUTHORIZATION AND DESCRIPTION OF BONDS; AWARD OF BONDS; REDEMPTION OF THE BONDS. (A) The Issuer hereby authorizes the issuance of separate series of Bonds to be known as the "St. Lucie County, Florida Capital Improvement Revenue Bonds, Series 2025A (the "Series 2025A Bonds") and Series 2025B (the "Series 2025B Bonds"), respectively, in the aggregate principal amount of not exceeding $130,000,000 with respect to the Series 2025A Bonds and not exceeding $40,000,000 with respect to the Series 2025B Bonds, for the purposes of financing certain capital improvements within the County consisting of the Project, and paying costs and expenses incurred in connection with the issuance of such Bonds. The Chair, in her discretion, may change the title of the Bonds if necessary or desirable. The Chair is hereby authorized and directed, with the advice of the Financial Advisor and Bond Counsel, to determine the aggregate principal amount of Bonds to be issued and the aggregate principal amount of the Series 2025A Bonds and Series 2025B Bonds, respectively; provided, however, the aggregate principal amount of the Bonds shall not exceed $170,000,000. The Bonds shall be dated as of their date of delivery or such other date as the Chair may determine, shall be issued in the form of fully registered Bonds in the denomination of $5,000 or any integral multiple thereof, shall be numbered consecutively from one upward in order of maturity preceded by the letter "R [A][B]", shall bear interest from their date of delivery, payable semi-annually, on each Interest Date, commencing on October 1, 2025, or such other date as may be determined by the Chair. The Bonds shall bear interest computed on the basis of a 360-day year consisting of twelve 30-day months. The Bonds shall bear interest at such rates and yields, shall mature on October 1 of each of the years and in the principal amounts corresponding to such years, and shall have such redemption provisions as determined by the Chair subject to the conditions set forth in this Section 2.01 and the provisions of the Official Notice of Sale. The final maturity of the Bonds shall not be later than October 1, 2055 with respect to the Series 2025A Bonds and not later than October 1, 2045 with respect to the Series 2025B Bonds. All of the terms of the Bonds will be included in certificates to be executed by an Authorized Issuer Officer following the award of the Bonds (collectively, the "Award Certificate") and shall be set forth in the final Official Statement, as described herein. Interest on the Bonds shall be payable by check or draft of the Paying Agent made payable and mailed to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) next preceding the applicable Interest Date, or, at the request of such Holder, by bank wire transfer to the account of such Holder. Principal of the Bonds is payable to the Holder, at the designated corporate trust office of the Paying Agent. The principal of, redemption premium, if any, and interest on the Bonds are payable in lawful money of the United States of America. All payments of principal, premium, if applicable, and interest on the Bonds shall be 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. E (B) The Chair, on behalf of the Issuer and only in accordance with the terms hereof and of the Official Notice of Sale, shall award the Bonds to the underwriter or underwriters (the "Underwriters") that submit a bid proposal which complies in all respects with the Resolution and the Official Notice of Sale and offers to purchase the Bonds at the lowest true interest cost to the Issuer, as calculated by the Financial Advisor in accordance with the terms and provisions of the Official Notice of Sale. The Chair shall not award the respective Bonds unless the true interest cost for the Series 2025A Bonds is not greater than 5.25%, and the true interest cost for the Series 2025B Bonds is not greater than 4.75% as determined by the Financial Advisor. In accordance with the provisions of the Official Notice of Sale, the Chair may, in her sole discretion, reject any and all bids. (C) The Bonds may be redeemed prior to their respective maturities from any moneys legally available therefor, upon notice as provided in the Resolution, upon the terms and provisions as determined by the Chair, in her discretion and upon the advice of the Financial Advisor; provided, however, with respect to optional redemption terms for the Bonds, if any, the first optional redemption date may be no later than October 1, 2035 and there shall be no call premium relating to any optional redemption. Terms Bonds may be established in accordance with the provisions of the Official Notice of Sale. The redemption provisions for the Bonds, if any, shall be set forth in the Award Certificate and in the final Official Statement. Notwithstanding the foregoing, the Chair, upon the advice of the Financial Advisor, may determine to issue the Bonds without any optional redemption provisions. SECTION 2.02. APPLICATION OF BOND PROCEEDS. The proceeds derived from the sale of the Bonds, including premium, if any, shall be applied by the Issuer as follows: (A) A sufficient amount of Bond proceeds necessary to pay costs and expenses relating to the issuance of the Bonds shall be used for such purpose. (B) The remaining Bond proceeds shall be deposited into the respective accounts of the Construction Fund and used to pay the costs of the Project. SECTION 2.03. EXECUTION OF BONDS. The Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of the Chair and the official seal of the Issuer shall be imprinted thereon, attested and countersigned with the manual or facsimile signature of the Clerk. In case any one or more of the officers who shall have signed or sealed any of the Bonds or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Bonds so signed and sealed have been actually sold and delivered such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bond shall hold the proper office of the Issuer, although at the date of such Bond such person may not have held such office or may not have been so authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Bonds shall be actually sold and delivered. wJ SECTION 2.04. AUTHENTICATION. No Bond shall be secured hereunder or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be manually endorsed on such Bond a certificate of authentication by the Registrar or such other entity as may be approved by the Issuer for such purpose. Such certificate on any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The form of such certificate shall be substantially in the form provided in Section 2.09 hereof. SECTION 2.05. RESERVED. SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer or the Registrar may prescribe and paying such expenses as the Issuer and the Registrar may incur. All Bonds so surrendered shall be cancelled by the Registrar. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section 2.06 shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportionate benefits and rights to the same extent as all other Bonds issued hereunder. SECTION 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER. Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Bonds of the same maturity of any other authorized denominations. The Bonds issued under this Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State of Florida, subject to the provisions for registration and transfer contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the Bonds. Each Bond shall be transferable only upon the books of the Issuer, at the office of the Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof in person or by his attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or his duly authorized attorney. Upon the transfer of any such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a new Bond or Bonds of the same aggregate f it principal amount, interest rate, and maturity as the surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiduciary of the Issuer may deem and treat the Person in whose name any Outstanding Bond shall be registered upon the books of the Issuer as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of, redemption premium, if any, and interest on such Bond and for all other purposes, and all such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither the Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shall be affected by any notice to the contrary. The Registrar, in any case where it is not also the Paying Agent in respect to any Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for the Bonds; (B) following the fifteenth day next preceding the date of first mailing of notice of redemption of any Bonds; and (C) at any other time as reasonably requested by the Paying Agent of such Bonds, shall certify and furnish to such Paying Agent the names, addresses and holdings of Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered Bond shall effect payment of interest on such Bonds by mailing a check to the Holder entitled thereto or may, in lieu thereof, upon the request and expense of such Holder, transmit such payment by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Issuer shall execute and deliver Bonds and the Registrar shall authenticate such Bonds in accordance with the provisions of this Resolution. Execution of Bonds by the Chair and Clerk for purposes of exchanging, replacing or transferring Bonds may occur at the time of the original delivery of the Bonds. All Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the Issuer to be cancelled by the Registrar. For every such exchange or transfer of Bonds, the Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The Issuer and the Registrar shall not be obligated to make any such exchange or transfer of Bonds during the 15 days next preceding an Interest Date on the Bonds, or, in the case of any proposed redemption of Bonds, then, for the Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. SECTION 2.08. FULL BOOK ENTRY FOR BONDS. Notwithstanding the provisions set forth in Section 2.07 hereof, the Bonds shall be initially issued in the form of a separate single certificated fully registered bond certificate for each of the maturities of the Bonds. Upon initial issuance, the ownership of each such Bond shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). All of the Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. As long as the Bonds shall be registered in the name of Cede & Co., all payments of principal on the Bonds shall be made by the Paying Agent by check or draft or by bank wire transfer to Cede & Co., as Holder of the Bonds, upon presentation of the Bonds to be paid, to the Paying Agent. With respect to the Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and the Paying Agent shall 11 have no responsibility or obligation to any direct or indirect participant in the DTC book -entry program (the "Participants"). Without limiting the immediately preceding sentence, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation with respect to (A) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest on the Bonds, (B) the delivery to any Participant or any other Person other than a Bondholder, as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant or any other Person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of, redemption premium, if any, or interest on the Bonds. The Issuer, the Registrar and the Paying Agent shall treat and consider the Person in whose name each Bond is registered in the registration books kept by the Registrar as the Holder and absolute owner of such Bond for the purpose of payment of principal, redemption premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, redemption premium, if any, and interest on the Bonds only to or upon the order of the respective Holders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal, redemption premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No Person other than a Holder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to make payments of principal, redemption premium, if any, and interest pursuant to the provisions of this Resolution. Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in Section 2.07 with respect to transfers during the 15 days next preceding an Interest Date or mailing of notice of redemption, the words "Cede & Co." shall refer to such new nominee of DTC; and upon receipt of such notice, the Issuer shall promptly deliver a copy of the same to the Registrar and the Paying Agent. Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a continuation of the requirement that all of the Outstanding Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, or (B) determination by the Issuer that such book -entry only system is burdensome or undesirable to the Issuer and compliance by the Issuer of all applicable policies and procedures of DTC regarding discontinuance of the book entry registration system, the Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names Holders shall designate, in accordance with the provisions of this Resolution. In such event, the Issuer shall issue, and the Registrar shall authenticate, transfer and exchange the Bonds of like principal amount, interest rate and maturity, in denominations of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing notwithstanding, until such time as participation in the book -entry only system is discontinued, the provisions set forth in the Blanket Letter of Representations to be executed by the Issuer and delivered to DTC shall apply to the payment of principal of, redemption premium, if any, and interest on the Bonds. The Board hereby 12 authorizes any Authorized Issuer Officer to execute and deliver a Blanket Letter of Representations to DTC. SECTION 2.09. FORM OF BONDS. The text of the Bonds shall be in substantially the following form with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Chair prior to the issuance thereof (which necessity and/or desirability and approval shall be presumed by such officer's execution of the Bonds and the Issuer's delivery of the Bonds to the purchaser or purchasers thereof): [Remainder of page intentionally left blank] 13 No. R-[A][B] UNITED STATES OF AMERICA STATE OF FLORIDA ST. LUCIE COUNTY, FLORIDA NON -AD VALOREM REVENUE BONDS, SERIES 2025 Interest Maturity Date of Rate Date Original Issue CUSIP Number Registered Holder: CEDE & CO. Principal Amount: AND NO/100 DOLLARS KNOW ALL MEN BY THESE PRESENTS, that the St. Lucie County, Florida, a municipal corporation and public body corporate and politic of the State of Florida (the "Issuer"), for value received, hereby promises to pay, solely from the Non -Ad Valorem Revenues hereinafter described, to the Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and to pay interest on such Principal Amount from the Date of Original Issue identified above or from the most recent interest payment date to which interest has been paid at the Interest Rate per annum identified above on April 1 and October 1 of each year commencing October 1, 2025, until such Principal Amount shall have been paid, except as, the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Such Principal Amount and interest and the premium, if any, on this Bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Such Principal Amount and the redemption premium, if any, on this Bond are payable at the designated corporate trust office of Argent Institutional Trust Company, as Paying Agent. Payment of each installment of interest shall be made to the person in whose name this Bond shall be registered on the registration books of the Issuer maintained by Argent Institutional Trust Company, as Registrar, at the close of business on the date which shall be the fifteenth day (whether or not a business day) next preceding each interest payment date and shall be paid by a check of such Paying Agent mailed to such Registered Holder at the address appearing on such registration books or, at the request of such Registered Holder, by bank wire transfer for the account of such Holder. Interest shall be calculated on the basis of a 360-day year of twelve 30-day months. This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $ (the 'Bonds") of like date, tenor and effect, except as to maturity date, interest rate, denomination and number issued under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 125, 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 April 22, 2025, as the same may be amended and 14 supplemented, as the same may be amended and supplemented (the 'Resolution"), and is subject to all the terms and conditions of the Resolution. The Bonds are being issued to finance certain capital improvements in and for the Issuer. Pursuant to the Resolution, the Issuer has covenanted to appropriate in its annual budget, by amendment, if necessary, such amounts of Non -Ad Valorem Revenues (as defined in the Resolution) which are not otherwise pledged, restricted or encumbered, as shall be necessary to pay the principal of and interest on the Bonds when due and all required rebate payments. Such covenant to appropriate Non -Ad Valorem Revenues is not a pledge by the Issuer of such Non -Ad Valorem Revenues and is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds or other debt instruments) and also to the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the Issuer or which are legally mandated by applicable law, all in the manner and to the extent provided in the Resolution. IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS BOND THAT THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THIS BOND AND THAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF ANY TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, TO THE PAYMENT OF SUCH PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. THIS BOND AND THE OBLIGATION EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER BUT SHALL BE PAYABLE SOLELY FROM THE AMOUNTS BUDGETED AND APPROPRIATED BY THE ISSUER AS DESCRIBED ABOVE AND AS PROVIDED IN THE RESOLUTION. The Issuer has established a book -entry system of registration for the Bonds. Except as specifically provided otherwise in the Resolution, an agent will hold this Bond on behalf of the beneficial owner thereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed to such arrangement. This Bond is transferable in accordance with the terms of the Resolution only upon the books of the Issuer kept for that purpose at the designated corporate trust office of the Registrar by the Registered Holder hereof in person or by his attorney duly authorized in writing, upon the surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor, and upon the payment of the charges, if any, therein prescribed. The Bonds are issuable in the form of fully registered Bonds in the denomination of $5,000 and any integral multiple thereof, not exceeding the aggregate principal amount of the Bonds. The Issuer, the Registrar and any Paying Agent may treat the Registered Holder of this Bond as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and shall not be affected by any notice to the contrary. The Issuer shall not be obligated to make any exchange or transfer of the Bonds during the 15 days next preceding an interest payment date or, in the case of any proposed 15 redemption of the Bonds, then, for the Bonds subject to such redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption. (INSERT REDEMPTION PROVISIONS) Redemption of this Bond under the preceding paragraphs shall be made as provided in the Resolution upon notice given by first class mail sent not less than 30 days nor more than 45 days prior to the redemption date to the Registered Holder hereof at the address shown on the registration books maintained by the Registrar; provided, however, that failure to mail notice to the Registered Holder hereof, or any defect therein, shall not affect the validity of the proceedings for redemption of other Bonds as to which no such failure or defect has occurred. In the event that less than the full principal amount hereof shall have been called for redemption, the Registered Holder hereof shall surrender this Bond in exchange for one or more Bonds in an aggregate principal amount equal to the unredeemed portion of principal, as provided in the Resolution. As long as the book -entry only system is used for determining beneficial ownership of the Bonds, notice of redemption will only be sent to Cede & Co. Cede & Co. will be responsible for notifying the DTC Participants, who will in turn be responsible for notifying the beneficial owners of the Bonds. Any failure of Cede & Co. to notify any DTC Participant, or of any DTC Participant to notify the beneficial owner of any such notice, will not affect the validity of the redemption of the Bonds. Reference to the Resolution and any and all resolutions supplemental thereto and modifications and amendments thereof and to the Act is made for a description of the pledge and covenants securing this Bond, the nature, manner and extent of enforcement of such pledge and covenants, and the rights, duties, immunities and obligations of the Issuer. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond, exist, have happened and have been performed, in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds does not violate any constitutional or statutory limitations or provisions. Neither the Chair nor the members of the Board of the Issuer nor any person executing this Bond shall be liable personally hereon or be subject to any personal liability or accountability by reason of the issuance hereof. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. 16 IN WITNESS WHEREOF, the St. Lucie County, Florida has issued this Bond and has caused the same to be executed by the manual or facsimile signature of its Chair of its Board of County Commissioners and attested by the manual or facsimile signature of its Clerk, and its official seal or a facsimile thereof to be affixed or reproduced hereon, all Date of Original Issue. (SEAL) Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners ST. LUCIE COUNTY, FLORIDA Chair, Board of County Commissioners 17 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the Issue described in the within -mentioned Resolution. DATE OF AUTHENTICATION: Registrar Authorized Officer 18 Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by the authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. 19 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint , as attorneys to register the transfer of the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. P01 NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT (Cust.) Custodian for under Uniform Transfers to Minors Act of (State) Additional abbreviations may also be used though not in list above. 21 ARTICLE III REDEMPTION OF BONDS SECTION 3.01. PRIVILEGE OF REDEMPTION. (A) The terms of this Article III shall apply to redemption of Bonds. (B) The Bonds shall be subject to such optional and mandatory sinking fund redemption provisions as are determined pursuant to Section 2.01(C) hereof and as set forth in the Award Certificate and the Official Statement. SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The Issuer shall, at least 35 days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar) notify the Registrar of such redemption date and of the principal amount of Bonds to be redeemed. For purposes of any redemption of less than all of the Outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected not more than 45 days and not less than 35 days prior to the redemption date by the Registrar from the Outstanding Bonds of the maturity or maturities designated by the Issuer by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof. If less than all of a Term Bond is to be redeemed the aggregate principal amount to be redeemed shall be allocated to the Amortization Installments on a pro-rata basis unless the Issuer, in its discretion, designates a different allocation. If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. SECTION 3.03. NOTICE OF REDEMPTION. Notice of such redemption, which shall specify the Bond or Bonds (or portions thereof) to be redeemed and the date and place for redemption, shall be given by the Registrar on behalf of the Issuer, and (A) shall be filed with the Paying Agent of such Bonds, and (B) shall be mailed first class, postage prepaid, not less than 30 days nor more than 45 days prior to the redemption date to all Holders of Bonds to be redeemed at their addresses as they appear on the registration books kept by the Registrar as of the date of mailing of such notice. Failure to mail such notice to the Holders of the Bonds to be redeemed, or any defect therein, shall not affect the proceedings for redemption of Bonds as to which no such failure or defect has occurred. Failure of any Holder to receive any notice mailed as herein provided shall not affect the proceedings for redemption of such Holder's Bonds. Each notice of redemption shall state: (1) the CUSIP numbers and any other distinguishing number or letter of all Bonds being redeemed, (2) the original issue date of such Bonds, (3) the maturity date and rate of interest borne by each Bond being redeemed, (4) the redemption date, (5) the Redemption Price, (6) the date on which such notice is mailed, (7) if less than all Outstanding Bonds are to be redeemed, the certificate number (and, in the case of a partial redemption of any Bond, the principal amount) of each Bond to be redeemed, (8) that on such redemption date there 22 shall become due and payable upon each Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified portions of the principal thereof in the case of Bonds to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable, (9) that the Bonds to be redeemed, whether as a whole or in part, are to be surrendered for payment of the Redemption Price at the designated office of the Registrar at an address specified, (10) the name and telephone number of a person designated by the Registrar to be responsible for such redemption, (11) unless sufficient funds have been set aside by the Issuer for such purpose prior to the mailing of the notice of redemption, that such redemption is conditioned upon the deposit of sufficient funds for such purpose on or prior to the date set for redemption, and (12) any other conditions that must be satisfied prior to such redemption. The Issuer may provide that a redemption may be contingent upon the occurrence of certain conditions and that if such conditions do not occur the notice of redemption will be rescinded, provided notice of rescission shall be mailed in the manner described above to all affected Bondholders not later than three business days prior to the date of redemption. SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond which is to be redeemed only in part shall be surrendered at any place of payment specified in the notice of redemption (with due endorsement by, or written instrument of transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Issuer shall execute and the Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds, of any authorized denomination, as requested by such Holder in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bonds so surrendered. SECTION 3.05. PAYMENT OF REDEEMED BONDS. Notice of redemption having been given substantially as aforesaid and not subsequently rescinded, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption Price, plus accrued interest. All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued. SECTION 3.06. PURCHASE IN LIEU OF OPTIONAL REDEMPTION. Notwithstanding anything in this Resolution to the contrary, at any time the Bonds are subject to optional redemption pursuant to this Resolution, all or a portion of the Bonds to be redeemed as specified in the notice of redemption, may be purchased by the Paying Agent, as trustee, at the direction of the Issuer, on the date which would be the redemption date if such Bonds were redeemed rather than purchased in lieu thereof, at a purchase price equal to the Redemption Price which would have been applicable to such Bonds on the redemption date for the account of and at the direction of the Issuer who shall give the Paying Agent, as trustee, notice at least ten (10) days prior to the scheduled redemption date accompanied by an opinion of Bond Counsel to the effect that such purchase will not adversely affect the exclusion from gross income for federal income tax purposes of interest on such Bonds. In the event the Paying Agent, as trustee, is so directed to 23 purchase Bonds in lieu of optional redemption, no notice to the holders of the Bonds to be so purchased (other than the notice of redemption otherwise required under this Resolution) shall be required, and the Paying Agent, as trustee, shall be authorized to apply to such purchase the funds which would have been used to pay the Redemption Price for such Bonds if such Bonds had been redeemed rather than purchased. Each Bond so purchased shall not be canceled or discharged and shall be registered in the name of the Issuer. Bonds to be purchased under this Resolution in the manner set forth above which are not delivered to the Paying Agent, as trustee, on the purchase date shall be deemed to have been so purchased and not optionally redeemed on the purchase date and shall cease to accrue interest as to the former holder thereof on the purchase date. [Remainder of page intentionally left blank] 24 ARTICLE IV SECURITY; FUNDS; COVENANTS OF THE ISSUER SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. 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 amounts budgeted and appropriated by the Issuer from Non -Ad Valorem Revenues in accordance with Section 4.02 hereof. No Holder of any Bond shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Bond or be entitled to payment of such Bond from any moneys of the Issuer except from the Non -Ad Valorem Revenues in the manner and to the extent provided herein. SECTION 4.02. COVENANT TO BUDGET AND APPROPRIATE; PAYMENT OF BONDS. The County covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues available in each Fiscal Year, amounts sufficient to pay principal of and interest on the Bonds when due. Such covenant and agreement on the part of the County to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the County, the County does not covenant to maintain any services or programs, now provided or maintained by the County, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the County from pledging in the future its Non - Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Lender or any Noteholder a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the County. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Loans, in the manner described herein, Non -Ad Valorem Revenues and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are legally mandated by applicable law. The Issuer covenants and agrees to transfer to the Paying Agent for the Bonds, solely from funds budgeted and appropriated as described in this Section 4.02, at least three business days prior to the date designated for payment of any principal of or interest on the Bonds, sufficient moneys to pay such principal or interest. The Registrar and Paying Agent shall utilize such moneys for payment of the principal and interest on the Bonds when due. SECTION 4.03. CONSTRUCTION FUND. The Issuer covenants and agrees to establish a separate fund, to be known as the "St. Lucie County, Florida Non -Ad Valorem Revenue 25 Bonds, Series 2025A and Series 2025B Construction Fund," which shall be used only for payment of the Costs of the Project, and shall consist of two accounts, a "Series 2025A Account" and a "Series 2025B Account". Net proceeds of the Series 2025A Bonds shall be deposited into the Series 2025A Account, and net proceeds of the Series 2025B Bonds shall be deposited into the Series 2025B Account. Moneys in the Construction Fund, until applied in payment of any item of the Cost of the Project in the manner hereinafter provided, shall be held in trust by the Issuer and shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders. There shall be paid into the Construction Fund the amounts required to be so paid by the provisions of this Resolution or a Supplemental Resolution. The Issuer covenants that the acquisition, construction and equipping of the Project will be completed without delay and in accordance with sound engineering practices. The Issuer shall make disbursements or payments from the appropriate account of the Construction Fund to pay the Cost of the Project upon the filing with the Clerk of documents and/or certificates signed by an Authorized Issuer Officer, stating with respect to each disbursement or payment to be made: (1) the item number of the payment, (2) the name and address of the Person to whom payment is due, (3) the amount to be paid, (4) the purpose, by general classification, for which payment is to be made, and (5) that (A) each obligation, item of cost or expense mentioned therein has been properly incurred, is in payment of a part of the Cost of the Project and is a proper charge against the Construction Fund and has not been the basis of any previous disbursement or payment, or (B) each obligation, item of cost or expense mentioned therein has been paid by the Issuer, is a reimbursement of a part of the Cost of a Project, is a proper charge against the account of the particular account of the Construction Fund from which payment is to be made, has not been theretofore reimbursed to the Issuer or otherwise been the basis of any previous disbursement or payment and the Issuer is entitled to reimbursement thereof. The Clerk shall retain all such documents and/or certificates of the Authorized Issuer Officer for seven (7) years from the dates of such documents and/or certificates. The Clerk shall make available the documents and/or certificates at all reasonable times for inspection by any Holder of any of the Bonds or the agent or representative of any Holder of any of the Bonds. Notwithstanding any of the other provisions of this Section 4.03, to the extent that other moneys are not available therefor, amounts in the Construction Fund shall be applied to the payment of principal and interest on Bonds when due. The date of completion of the Project shall be determined by the Authorized Issuer Officer, who shall certify such fact in writing to the Board. Promptly after the date of the completion of the Project, and after paying or making provisions for the payment of all unpaid items of the Cost of such Project, the Issuer shall deposit any balance of moneys remaining in the Construction Fund in such other fund or account established hereunder as shall be determined by the Board, provided the Issuer has received an opinion of Bond Counsel to the effect that such transfer shall not adversely affect the exclusion, if any, of interest on the Bonds from gross income for purposes of federal income taxation. SECTION 4.04. REBATE FUND. The Issuer covenants and agrees to establish a special fund to be known as the "St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A and Series 2025B Rebate Fund," which shall be held in trust by the Issuer and used solely to make required rebate payments to the United States (except to the extent the same may Ko be used to pay debt service on the Bonds, if there are no other funds available) and the Bondholders shall have no right to have the same applied for debt service on the Bonds. The Issuer agrees to undertake all actions required of it in its arbitrage certificate relating to the Bonds, including, but not limited to: (A) making a determination in accordance with the Code of the amount required to be deposited in the Rebate Fund; (B) depositing the amount determined in clause (A) above into the Rebate Fund; (C) paying on the dates and in the manner required by the Code to the United States Treasury from the Rebate Fund and any other legally available moneys of the Issuer such amounts as shall be required by the Code to be rebated to the United States Treasury; and (D) keeping such records of the determinations made pursuant to this Section 4.04 as shall be required by the Code, as well as evidence of the fair market value of any investments purchased with proceeds of the Bonds. The provisions of the above -described arbitrage certificates may be amended without the consent of any Holder from time to time as shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the Code. SECTION 4.05. ANTI -DILUTION. Except for the Bonds and other outstanding obligations of the County payable from Non -Ad Valorem Revenues as of the date hereof, the County will not issue any other obligations payable from Non -Ad Valorem Revenues nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge against Non -Ad Valorem Revenues, or any part thereof, except as set out below. No additional indebtedness payable from or secured by Non -Ad Valorem Revenues shall be issued by the County unless the actual receipts of Total Governmental Funds of the County (as specified in the County's audited financial statements, and which shall be deemed to include enterprise fund revenues, to the extent utilized to make debt service payments on Debt) for the prior Fiscal Year, less ad valorem revenues, less Non -Ad Valorem Revenues from Total Governmental Funds pledged to secure debt that has a lien on such Non -Ad Valorem Revenues, and less the amount required to pay for Essential Services of the County for the prior Fiscal Year, equal at least 150% of the maximum annual debt service on all Debt payable from such Non -Ad Valorem Revenues (including the proposed Debt). "Debt" is defined as on any date (without duplication) all of the following to the extent that they are general obligations of the County or are payable in whole or in part from Non -Ad Valorem Revenues: (i) all obligations of the County for borrowed money evidenced by bonds, debentures, or other similar instruments; (ii) all obligations of the County to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (iii) all obligations of the County as lessee under capitalized leases; and (iv) all indebtedness of other Persons to the extent guaranteed by or secured by Non -Ad Valorem Revenues of the County. For purposes of this covenant, "Essential Services" are those services identified by the County in its annual audit as general government and public safety expenditures from Total Governmental Funds, less expenditures paid from ad valorem revenues. For purposes of the foregoing, if said 27 Debt has 25% or more of the aggregate principal amount coming due in any one year, debt service shall be determined on the Debt during such period of time as if the principal of and interest on such Debt were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of 25 years. SECTION 4.06. SEPARATE ACCOUNTS. The moneys required to be accounted for herein may be deposited in a single bank account and invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit therein and such investments for the purposes herein provided. The designation and establishment of any fund in and by this Resolution shall not be construed to require the establishment of any completely independent, self -balancing fund as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such revenues as herein provided. [Remainder of page intentionally left blank] 28 ARTICLE V COVENANTS SECTION 5.01. GENERAL. The Issuer hereby makes the following covenants, in addition to all other covenants in this Resolution, with each and every successive Holder of any of the Bonds so long as any of said Bonds remain Outstanding. SECTION 5.02. ANNUAL BUDGET. The Issuer shall annually prepare and adopt, prior to the beginning of each Fiscal Year, an Annual Budget in accordance with applicable law. If for any reason the Issuer shall not have adopted the Annual Budget before the first day of any Fiscal Year, the preliminary budget for such year shall be deemed to be in effect for such Fiscal Year until the Annual Budget for such Fiscal Year is adopted. The Issuer shall also provide the Annual Budget and amendments thereto to any Holder or Holders of Bonds upon written request. The Issuer shall be permitted to make a reasonable charge for furnishing such information to such Holder or Holders. SECTION 5.03. ANNUAL AUDIT. The Issuer shall, immediately after the close of each Fiscal Year, cause the books, records and accounts relating to the Issuer to be properly audited by a recognized independent firm of certified public accountants, and shall require such accountants to complete their report of such Annual Audit in accordance with applicable law. Each Annual Audit shall be in conformity with generally accepted accounting principles as applied to governmental entities. The Issuer shall also provide the Annual Audit to any Holder or Holders of Bonds upon written request. The Issuer shall be permitted to make a reasonable charge for furnishing such information to such Holder or Holders. SECTION 5.04. FEDERAL INCOME TAXATION COVENANTS. The Issuer covenants with the Holders of the Bonds that it shall not use the proceeds of the Bonds in any manner which would cause the interest on such Bonds to be or become included in gross income for purposes of federal income taxation. The Issuer covenants with the Holders of the Bonds that neither the Issuer nor any Person under its control or direction will make any use of the proceeds of the Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause the Bonds to be "arbitrage bonds" within the meaning of the Code and neither the Issuer nor any other Person shall do any act or fail to do any act which would cause the interest on the Bonds to become subject to inclusion within gross income for purposes of federal income taxation. The Issuer hereby covenants with the Holders of the Bonds that it will comply with all provisions of the Code necessary to maintain the exclusion from gross income of interest on the Bonds for purposes of federal income taxation, including, in particular, the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code. 29 ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. EVENTS OF DEFAULT. The following events shall each constitute an 'Event of Default": (A) Default shall be made in the payment of the principal of, Amortization Installment, redemption premium, if any, or interest on any Bond when due. (B) There shall occur the dissolution or liquidation of the Issuer, or the filing by the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Issuer 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 enacted. (C) The Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the Issuer to be performed, and such default shall continue for a period of 90 days after written notice of such default shall have been received from the Holders of not less than 25% of the aggregate principal amount of Bonds Outstanding. Notwithstanding the foregoing, the Issuer shall not be deemed to be in default hereunder if such default can be cured within a reasonable period of time and if the Issuer in good faith institutes appropriate curative action and diligently pursues such action until default has been corrected. SECTION 6.02. REMEDIES. Any Holder of Bonds issued under the provisions of this Resolution or any trustee or receiver acting for such Bondholders 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 Resolution, and may enforce and compel the performance of all duties required by this Resolution or by any applicable statutes to be performed by the Issuer or by any officer thereof; provided, however, that no Holder, trustee or receiver shall have the right to declare the Bonds immediately due and payable. The Holder or Holders of Bonds in an aggregate principal amount of not less than 25% of the Bonds then Outstanding may by a duly executed certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority to represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders and such certificate shall be executed by such Bondholders or their duly authorized attorneys or representatives, and shall be filed in the office of the Clerk. Notice of such appointment, together with evidence of the requisite signatures of the Holders of not less than 25% in aggregate principal amount of Bonds Outstanding and the trust instrument under which the trustee shall have agreed to serve shall be filed with the Issuer and the trustee and notice of such appointment shall be given to all Holders of Bonds in the same manner as notices of redemption are given hereunder. After the appointment of the first trustee hereunder, no further trustees may be appointed; however, the 30 Holders of a majority in aggregate principal amount of all the Bonds then Outstanding may remove the trustee initially appointed and appoint a successor and subsequent successors at any time. SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then Outstanding have the right, by an instrument or concurrent instruments in writing executed and delivered to the trustee, to direct the method and place of conducting all remedial proceedings to be taken by the trustee hereunder with respect to the Bonds owned by such Holders, provided that such direction shall not be otherwise than in accordance with law or the provisions hereof, and that the trustee shall have the right to decline to follow any direction which in the opinion of the trustee would be unjustly prejudicial to Holders of Bonds not parties to such direction. SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein conferred upon or reserved to the Bondholders 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. SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by Section 6.02 to the Bondholders may be exercised from time to time, and as often as may be deemed expedient. SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT. If an Event of Default shall happen and shall not have been remedied, the Issuer or a trustee or receiver appointed for the purpose shall apply all moneys received from the Issuer for payment of the Bonds as follows and in the following order: A. To the payment of the reasonable and proper charges, expenses and liabilities of the trustee or receiver and Registrar hereunder; B. To the payment of the interest and principal or Redemption Price, if applicable, then due on the Bonds, as follows: (1) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: FIRST: to the payment to the Persons entitled thereto of all installments of interest then due, in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or preference; SECOND: to the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due at maturity or upon mandatory redemption prior to maturity (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of Section 8.01 of this Resolution), in the order of their due dates, with interest upon such Bonds from 31 the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the Persons entitled thereto without any discrimination or preference; and THIRD: to the payment of the Redemption Price of any Bonds called for optional redemption pursuant to the provisions of this Resolution. (2) If the principal of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or preference. [Remainder of page intentionally left blank] 32 ARTICLE VII SUPPLEMENTAL RESOLUTIONS SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS' CONSENT. The Issuer, from time to time and at any time, may adopt such Supplemental Resolutions without the consent of the Bondholders (which Supplemental Resolution shall thereafter form a part hereof) for any of the following purposes: (A) To cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or to clarify any matters or questions arising hereunder. (B) To grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders. (C) To add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Resolution other conditions, limitations and restrictions thereafter to be observed. (D) To add to the covenants and agreements of the Issuer in this Resolution other covenants and agreements thereafter to be observed by the Issuer or to surrender any right or power herein reserved to or conferred upon the Issuer. (E) To specify and determine the matters and things referred to in Section 2.01 hereof and also any other matters and things relative to such Bonds which are not contrary to or inconsistent with this Resolution as theretofore in effect, or to amend, modify or rescind any such authorization, specification or determination at any time prior to the first delivery of the Bonds. (F) To make any other change that, in the reasonable opinion of the Issuer, would not materially adversely affect the interests of the Holders of the Bonds. SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS' CONSENT. Subject to the terms and provisions contained in this Section 7.02 and Sections 7.01 and 7.03 hereof, the Holder or Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such Supplemental Resolutions hereto as shall be deemed necessary or desirable by the Issuer for the purpose of supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified maturity remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section 7.02. No Supplemental Resolution may be approved or adopted which shall permit or require, without the consent of all affected Bondholders, (A) an extension of the maturity of the principal of or the payment of the interest on any Bond issued hereunder, (B) reduction in the principal amount of any Bond or the Redemption Price or the rate of interest thereon, (C) the creation of a lien upon or a pledge of the Non Ad -Valorem Revenues other than the lien and pledge created by this Resolution or except as otherwise permitted or provided hereby which materially adversely affects any Bondholders, (D) a preference or priority 33 of any Bond or Bonds over any other Bond or Bonds, or (E) a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Resolution. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders of the adoption of any Supplemental Resolution as authorized in Section 7.01 hereof. If at any time the Issuer shall determine that it is necessary or desirable to adopt any Supplemental Resolution pursuant to this Section 7.02, the Clerk shall cause the Registrar to give notice of the proposed adoption of such Supplemental Resolution and the form of consent to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk and the Registrar for inspection by all Bondholders. The Issuer shall not, however, be subject to any liability to any Bondholder by reason of its failure to cause the notice required by this Section 7.02 to be mailed and any such failure shall not affect the validity of such Supplemental Resolution when consented to and approved as provided in this Section 7.02. Whenever the Issuer shall deliver to the Clerk an instrument or instruments in writing purporting to be executed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed Supplemental Resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution in substantially such form, without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. If the Holders of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the adoption of such Supplemental Resolution shall have consented to and approved the adoption thereof as herein provided, no Holder of any Bond shall have any right to object to the adoption of such Supplemental Resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any Supplemental Resolution pursuant to the provisions of this Section 7.02, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the Issuer and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. Notwithstanding any other provision of this Section 7.02, Holders of Bonds shall be deemed to have provided consent pursuant to this Section 7.02 if the offering document for such Bonds expressly describes the Supplemental Resolution and the amendments to this Resolution contained therein and states by virtue of the Holders' purchase of such Bonds the Holders are deemed to have notice of, and consented to, such Supplemental Resolution and amendments. [Remainder of page intentionally left blank] 34 ARTICLE VIII DEFEASANCE SECTION 8.01. DEFEASANCE. If the Issuer shall pay or cause to be paid or there shall otherwise be paid to the Holders of any Bonds, the principal and interest or Redemption Price due or to become due thereon, at the times and in the manner stipulated therein and in this Resolution, all covenants, agreements and other obligations of the Issuer to the holders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Paying Agents shall pay over or deliver to the Issuer all money or securities held by them pursuant to this Resolution which are not required for payment or redemption of any Bonds not theretofore surrendered for such payment or redemption. Any Bonds or interest installments appertaining thereto shall be deemed to have been paid within the meaning of this Section 8.01 if (i) in case any such Bonds are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and (ii) there shall have been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the Issuer either moneys in an amount which shall be sufficient, or Refunding Securities verified by an independent certified public accountant to be in such amount that the principal of and the interest on which, when due, will provide moneys which, together with the moneys, if any, deposited with such banking institution or trust company at the same time shall be sufficient, to pay the principal of, Redemption Price, if applicable and interest due and to become due on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be. Except as hereafter provided, neither the Refunding Securities nor any moneys so deposited with such banking institution or trust company nor any moneys received by such bank or trust company on account of principal of or interest on said Refunding Securities shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of or Redemption Price of the Bonds for the payment of which they were deposited and the interest accruing thereon to the date of redemption or maturity, as the case may be; provided, however, the Issuer may substitute new Refunding Securities and moneys for the deposited Refunding Securities and moneys if the new Refunding Securities and moneys are sufficient to pay the principal of and interest on or Redemption Price, if applicable, of the refunded Bonds. If Bonds are not to be redeemed or paid within 60 days after any such defeasance described in this Section 8.01, the Issuer shall cause the Registrar to mail a notice to the Holders of such Bonds that the deposit required by this Section 8.01 of moneys or Refunding Securities has been made and said Bonds are deemed to be paid in accordance with the provisions of this Section 8.01 and stating such maturity date upon which moneys are to be available for the payment of the principal of and interest on or Redemption Price of said Bonds. Failure to provide said notice shall not affect the Bonds being deemed to have been paid in accordance with the provisions of this Section 8.01. Nothing herein shall be deemed to require the Issuer to call any of the Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. 35 ARTICLE IX PROVISIONS RELATING TO BONDS SECTION 9.01. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL STATEMENT. (A) The Issuer hereby authorizes the distribution and use of the Preliminary Official Statement in substantially the form attached hereto as Exhibit B in connection with the offering of the Bonds for sale. If between the date hereof and the mailing of the Preliminary Official Statement, it is necessary to make insertions, modifications or changes in the Preliminary Official Statement, the Chair is hereby authorized to approve such insertions, changes and modifications. Any Authorized Issuer Officer is hereby authorized to deem the Preliminary Official Statement "final" within the meaning of Rule 15c2-12(b)(1) under the Securities Exchange Act of 1934 in the form as mailed. Execution of a certificate by an Authorized Issuer Officer deeming the Preliminary Official Statement "final" as described above shall be conclusive evidence of the approval of any insertions, changes or modifications. (B) Subject in all respects to the satisfaction of the conditions set forth in Section 2.01 hereof, the Chair is hereby authorized and directed to execute and deliver a final Official Statement, dated the date of the sale of the Bonds, which shall be in substantially the form of the Preliminary Official Statement relating to the Bonds, in the name and on behalf of the Issuer, and thereupon to cause such Official Statement to be delivered to the Underwriters with such changes, amendments, modifications, omissions and additions as may be approved by the Chair. Said Official Statement, including any such changes, amendments, modifications, omissions and additions as approved by the Chair, and the information contained therein are hereby authorized to be used in connection with the sale of the Bonds to the public. Execution by the Chair of the Official Statement shall be deemed to be conclusive evidence of approval of any such changes, amendments, modifications, omissions or additions. SECTION 9.02. APPOINTMENT OF PAYING AGENT AND REGISTRAR. Argent Institutional Trust Company, Atlanta, Georgia, is hereby designated Registrar and Paying Agent for the Bonds. The Chair is hereby authorized to enter into any agreement which may be necessary to effect the transactions contemplated by this Section 9.02 and by this Resolution. SECTION 9.03. SECONDARY MARKET DISCLOSURE. Subject to the satisfaction in all respects with the conditions set forth in Section 2.01 hereof, the Issuer hereby covenants and agrees that, in order to provide for compliance by the Issuer with the secondary market disclosure requirements of Rule 15c2-12 of the Security and Exchange Commission (the "Rule"), it will comply with and carry out all of the provisions of the Disclosure Dissemination Agent Agreement (the "Continuing Disclosure Certificate") to be executed by the Issuer and dated the date of delivery of the Bonds, as it may be amended from time to time in accordance with the terms thereof. The Continuing Disclosure Certificate shall be substantially in the form attached hereto as Exhibit C with such changes, amendments, modifications, omissions and additions as shall be approved by the Chair who is hereby authorized to execute and deliver such Continuing Disclosure Certificate to Digital Assurance Certification, L.L.C. The Clerk is authorized and directed to attest and affix the official seal to the Continuing Disclosure Certificate. Notwithstanding any other provision of the Resolution, failure of the Issuer to comply with such Continuing Disclosure Certificate shall not be considered an event of default hereunder or under the Resolution; provided, however, any Bondholder may take such actions as may be necessary 36 and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Section 9.03 and the Continuing Disclosure Certificate. For purposes of this Section 9.03 "Bondholder" shall mean any person who (A) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (B) is treated as the owner of any Bonds for federal income tax purposes. Digital Assurance Certification, L.L.C. is hereby appointed as dissemination agent with respect to the Bonds. SECTION 9.04. OFFICIAL NOTICE OF SALE. The form of the Official Notice of Sale attached hereto as Exhibit A and the terms and provisions thereof are hereby authorized and approved. The Chair is hereby authorized to make such changes, insertions and modifications as she shall deem necessary prior to the advertisement of such Official Notice of Sale or a summary thereof. The Chair is hereby authorized to cause the advertisement and publication of the Official Notice of Sale or a summary thereof at such time as he shall deem necessary and appropriate, upon the advice of the Issuer's Financial Advisor, to accomplish the competitive sale of the Bonds. [Remainder of page intentionally left blank] 37 ARTICLE X MISCELLANEOUS SECTION 10.01. SALE OF BONDS. The Bonds shall be issued and sold as two separate issues at public or private sale at one time or in installments from time to time and at such price or prices as shall be consistent with the provisions of the Act, the requirements of this Resolution and other applicable provisions of law. SECTION 10.02. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Bonds issued hereunder. SECTION 10.03. VALIDATION AUTHORIZED. To the extent deemed necessary by Bond Counsel or desirable by the County Attorney, Bond Counsel is authorized to institute appropriate proceedings for validation of the Bonds herein authorized pursuant to Chapter 75, Florida Statutes. SECTION 10.04. REPEAL OF INCONSISTENT RESOLUTIONS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 10.05. EFFECTIVE DATE. This Resolution shall become effective immediately upon its passage. [Remainder of page intentionally left blank] PASSED AND DULY ADOPTED this 22nd day of April, 2025. (SEAL) ATTEST: JG0MMJs`s�4 v \! H � `r c1E COU0.0: De - Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners ST. LUCIE COUNTY, FLORIDA 919 Board of County Commissioners EXHIBIT A FORM OF OFFICIAL NOTICE OF SALE DRAFT #1: 03/21/2025 OFFICIAL NOTICE OF SALE St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A Electronic Bids, as Described Herein, Will Be Accepted Until a.m. Eastern Daylight Savings Time, May _, 2025 * St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B Electronic Bids, as Described Herein, Will Be Accepted Until a.m. Eastern Daylight Savings Time, May_, 2025* *Preliminary, subject to change. St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page I OFFICIAL NOTICE OF SALE St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B NOTICE IS HEREBY GIVEN that electronic bids will be received in the manner, on the date and up to the time specified below: DATE: May 2025* SERIES 2025A BONDS TIME: a.m. Eastern Daylight Savings Time* SERIES 2025B BONDS TIME: a.m. Eastern Daylight Savings Time* ELECTRONIC BIDS: May be submitted only through IHS Markit's ParityBIDCOMP Competitive Bidding System (the "Parity System") as described below. No other form of bid or provider of electronic bidding services will be accepted. GENERAL Bids will be received at the office of the County Administrator of St. Lucie County, Florida, St. Lucie County Administration, 2300 Virginia Ave, Fort Pierce, FL 34982, for the purchase of all, but not less than all, of the $ * St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A (the "Series 2025A Bonds") and $ * Non -Ad Valorem Revenue Bonds, Series 2025B (the "Series 2025B Bonds, and collectively, the "Bonds") to be issued by St. Lucie County, Florida (the "County") pursuant to the terms and conditions of Resolution No. , adopted by the Board of County Commissioners of St. Lucie County, Florida on April 22, 2025 (the "Bond Resolution"). Such bids will be opened in public in accordance with applicable legal requirements. The Series 2025A Bonds and the Series 2025B Bonds are being sold separately, with independent bidding processes and potentially different winning bidder(s)s for each series. The proceeds of the Series 2025A Bonds will be used for the acquisition and construction of certain capital improvements relating to the water and wastewater system owned by the St. Lucie County Water and Sewer District and to pay the costs of issuing the Series 2025A Bonds. The proceeds of the Series 2025B Bonds will be used for the acquisition and construction of certain capital improvements relating to the solid waste disposal system owned and operated by the County and to pay costs of issuing the Series 2025B Bonds. The Bonds are more particularly described in the Preliminary Official Statement dated April , 2025 (the "Preliminary Official Statement") relating to the Bonds, available from the St. Lucie County, Florida Non Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 2 County's financial advisor, PFM Financial Advisors LLC, at (407) 406-5760 or gloverj@pfm.com. This Official Notice of Sale contains certain information for quick reference only. It is not, and is not intended to be, a summary of the Bonds. Each bidder is required to read the entire Preliminary Official Statement to obtain information essential to making an informed investment decision. *Preliminary, subject to change. St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 3 Prior to accepting bids, the County reserves the right to change the principal amount of the Bonds being offered and the terms of the Bonds, to postpone the sale to a later date or time, or cancel the sale. Notice of a change or cancellation will be announced via The Bond Buyer news service at the internet website address www. tm3. com, not later than 12:00 p.m., Eastern Daylight Savings Time, on the day preceding the bid opening or as soon as practicable. Such notice will specify the revised principal amount or terms, if any, and any later date or time selected for the sale, which may be postponed or cancelled in the same manner. If the sale is postponed, a later public sale may be held at the hour, in the manner, and on such date as communicated upon at least twenty-four (24) hours' notice via The Bond Buyer news service at the internet website address www.tm3.com. The County reserves the right, after the bids are opened, to adjust the principal amount of the Bonds, as further described herein. See "ADJUSTMENT OF AMOUNTS AND MATURITIES." To the extent any instructions or directions set forth in the Parity System conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control. For further information about the Parity System and to subscribe in advance of the bid, potential bidders may contact the Parity System at (212) 849-5021. Each prospective electronic bidder must be a subscriber to the Parity System. Each qualified prospective electronic bidder shall be solely responsible to make necessary arrangements to view the bid form on the Parity System and to access the Parity System for the purposes of submitting its bid in a timely manner and in compliance with the requirements of the Official Notice of Sale. Neither the County nor the Parity System shall have any duty or obligation to provide or assure access to the Parity System to any prospective bidder, and neither the County nor the Parity System shall be responsible for a bidder's failure to register to bid or for proper operation of, or have any liability for any delays or interruptions of, or any damages caused by, the Parity System. The County is using the Parity System as a communication mechanism, and not as the County's agent, to conduct the electronic bidding for the Bonds. The County is not bound by any advice and determination of the Parity System to the effect that any particular bid complies with the terms of this Official Notice of Sale and, in particular, the bid specifications hereinafter set forth. All costs and expenses incurred by prospective bidders in connection with their registration and submission of bids via the Parity System are the sole responsibility of such bidders and the County shall not be responsible, directly or indirectly, for any such costs or expenses. If a prospective bidder encounters any difficulty in submitting, modifying or withdrawing a bid for the Bonds, the prospective bidder should immediately telephone the Parity System at (212) 849-5021, and notify the County's Financial Advisor, PFM Financial Advisors LLC, at (407) 406-5760 or gloverj@pfm.com. The County shall have no responsibility for technological or transmission errors that any bidder may experience in transmitting a bid. The use of the Parity System shall be at the bidder's risk and expense, and the County shall have no liability with respect thereto. THE BONDS The Bonds will be issued in fully registered, book -entry only form, without coupons, will be dated as of their date of delivery (currently anticipated to be June , 2025), will be issued in denominations of $5,000 or integral multiples thereof, will bear interest from their dated date St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 4 until paid at the annual rate or rates specified by the successful bidder(s)(s), subject to the limitations specified herein, payable as shown on the Summary Table set forth herein. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds must meet the minimum reoffering price criteria shown in the Summary Table on a maturity and aggregate basis. The Bonds will mature on the dates, in the years and principal amounts shown on the Summary Table as serial bonds. The Series 2025A Bonds maturing on or before October 1, 20_ are not subject to optional redemption prior to maturity. The Series 2025A Bonds maturing on and after October 1, 20 are subject to redemption at the option of the County from any legally available revenues in whole or in part, at any time, on or after October 1, 20_ in such order of maturities as may be determined by the County (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. The Series 2025B Bonds maturing on or before October 1, 20 are not subject to optional redemption prior to maturity. The Series 2025B Bonds maturing on and after October 1, 20_ are subject to redemption at the option of the County from any legally available revenues in whole or in part, at any time, on or after October 1, 20_ in such order of maturities as may be determined by the County (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. -111- i s e]►I tZI]_W_M_W01 Any consecutive maturities of the Bonds maturing after October 1, 20_ and bearing interest at the same rate may be combined, at the option of the bidder, into term bonds with mandatory sinking fund installments equal to the amounts and years specified in this Official Notice of Sale. SECURITY The Bonds and the interest thereon are payable from a covenant of the County to budget and appropriate sufficient legally available Non -Ad Valorem Revenues (as defined in the Bond Resolution) to pay the debt service on the Bonds in the manner and to the extent provided in the Bond Resolution and described in the Preliminary Official Statement. The Bonds shall not be or constitute general obligations or indebtedness of the County as "bonds" within the meaning of any constitutional or statutory provision, but shall be special obligations of the County, payable solely from amounts budgeted and appropriated by the County from Non -Ad Valorem Revenues in accordance with the Bond Resolution. No holder of any Bond shall ever have the right to compel the exercise of any St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 5 ad valorem taxing power to pay such Bond, or be entitled to payment of such Bond from any moneys of the County except from the Non -Ad Valorem Revenues in the manner and to the extent provided in the Bond Resolution. See the Preliminary Official Statement for more information regarding the security for the Bonds. St. Lucie County, Florida Non -Ad Valorem Revenue Bands, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 6 Summary Table If numerical or date references contained in the body of this Official Notice of Sale conflict with this Summary Table, the body of this Official Notice of Sale shall control. Consult the body of this Official Notice of Sale for a detailed explanation of the items contained in the Summary Table, including interpretation of such items and methodologies used to determine such items. Prospective purchasers of the bonds must read the entire Official Notice of Sale and the entire Preliminary Official Statement. Terms of the Bonds Dated Date: Anticipated Date of Delivery: Interest Payment Dates: Principal Payment Dates (October 1): Series 2025A Bonds Year* Principal Amount* Date of Delivery June _, 2025 * April 1 and October 1, commencing October 1, 2025 Series 2025B Bonds Year* Principal Amount* Interest Calculation: 360-day year of twelve 30-day months Ratings: Moody's: _ outlook) S&P: _ �_ outlook) Bidding Parameters Sale Date: May _, 2025 * Bidding Method: Parity System All or none vs. Maturity -by -Maturity: All -or -none Bid Award Method: Lowest true interest cost Bid Award: As soon as practicable on day of sale Good Faith Deposit: Series 2025A Bonds $ and Series 2025B Bonds $ See "GOOD FAITH DEPOSIT" herein Coupon Multiples: 1/8 or 1/20 of 1% Optional Redemption: Yes, on and after October 1, 20 at par. See "OPTIONAL REDEMPTION" herein Term Bonds: Yes, at bidder's option. See "TERM BOND OPTION" herein Minimum Reoffering Price: Maturity 98% Aggregate 98% Insurance: None A&stment Parameters Principal Increases: Maturity Unlimited Aggregate 15.0% Principal Reductions: Maturity Unlimited Aggregate 15.0% * Preliminary, subject to change St. Lucie County, Florida Non Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 7 ADJUSTMENT OF AMOUNTS AND MATURITIES The aggregate principal amount of each maturity of Bonds is subject to adjustment by the County after the receipt and opening of the bids for their purchase. Changes to be made after the opening of the bids will be communicated to the successful bidder(s) directly prior to 8:00 a.m., Eastern Daylight Savings Time on the date following the sale date. The County may cancel the sale of the Bonds or adjust the aggregate principal amount. The County may increase or decrease the principal amount of the Bonds or any maturity thereof by no more than the individual maturity or aggregate principal percentages, if any, shown in the Summary Table. This may include the elimination of one or more maturities. The County will consult with the successful bidder(s) before adjusting the amount of any maturity of the Bonds or canceling the Bonds; however, the County reserves the sole right to make adjustments, within the limits described above, or cancel the sale of the Bonds. Adjustment to the size of the Bonds within the limits described above does not relieve the purchaser from its obligation to purchase all of the Bonds offered by the County. Each bid must specify the initial reoffering prices to the public of each maturity of Bonds. Adjustments may be made to the principal amounts based on the reoffering prices shown on the Parity System. In determining whether there will be any revision to the principal amount of or maturity of the Bonds subsequent to the bid opening and award, the County expects that changes may be made that are necessary to increase or decrease the principal amount of the Bonds to meet the County's funding objectives, all subject to the limitations set forth above. In the event that the principal amount of any maturity of the Bonds is revised after the award, the interest rate and reoffering price for each maturity and the Underwriter's Discount on the Bonds as submitted by the successful bidder(s) shall be held constant. The "Underwriter's Discount" shall be defined as the difference between the purchase price of the Bonds submitted by the bidder and the price at which the Bonds will be issued to the public, calculated from information provided by the bidder, divided by the par amount of the Bonds bid. FORM AND PAYMENT The Bonds will be issued in fully registered, book -entry only form and a bond certificate for each maturity will be issued to The Depository Trust Company, New York, New York ("DTC"), registered in the name of its nominee, Cede & Co. A book -entry system will be employed, evidencing ownership of the Bonds, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures adopted by DTC and its participants. The successful bidder(s), as a condition to delivery of the Bonds, will be required to deposit the Bond certificates with DTC or the Registrar (as defined below), registered in the name of Cede & Co. Principal of, premium, if any, St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 8 and interest on the Bonds will be payable by , the paying agent and registrar (the "Paying Agent" or the "Registrar") for the Bonds by wire transfer or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of principal, premium, if any, and interest payments to the beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. Neither the County nor the Registrar will be responsible or liable for payments by DTC to its participants or by DTC participants to beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. Principal of, and premium, if any, on the Bonds will be payable upon presentation and surrender thereof at the designated corporate office of the Registrar on the dates, in the years and amounts established in accordance with the award of the Bonds. Interest on the Bonds is payable on the dates shown in the Summary Table. The Paying Agent will mail interest payments on the Bonds on each interest payment date to the owners of the Bonds at the addresses listed on the registration books maintained by the Registrar for such purpose at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next proceeding the applicable payment date, or, at the request of the holder of Bonds, by bank wire transfer to the account of such holder, all as described in the Bond Resolution. So long as DTC or its nominee is the registered owner of the Bonds, payments of principal, interest and any redemption premium on the Bonds will be made by the Paying Agent to DTC or its nominee. PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT The County has authorized the preparation and distribution of a Preliminary Official Statement containing information relating to the Bonds. The Preliminary Official Statement has been deemed final by the County as required by Rule 15c2-12 of the Securities and Exchange Commission. The County will furnish the successful bidder(s) on the date of closing, with its certificate as to the completeness and accuracy of the Official Statement. The Preliminary Official Statement and this Official Notice of Sale and any other information concerning the proposed financing will be available from PFM Financial Advisors LLC, Financial Advisor to the County, 200 South Orange Avenue, Suite 760, Orlando, Florida 32801, telephone: (407) 406-5760, email gloverj@pfm.com. The Preliminary Official Statement, when amended to reflect the actual amount of the Bonds sold, the interest rates specified by the successful bidder(s) and the price or yield at which the successful bidder(s) will reoffer the Bonds to the public, together with any other information required by law, will constitute a final "Official Statement" with respect to the Bonds as that term is defined in Rule 15c2-12. The County shall furnish at its expense within seven (7) business days after the Bonds have been awarded to the successful St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 9 bidder(s) no more than 25 copies of the final Official Statement. Additional copies of the Official Statement may be provided at the request and expense of the winning bidder(s). If the Bonds are awarded to a syndicate, the County will designate the senior managing underwriter of the syndicate as its agent for purposes of distributing copies of the Official Statement to each participating underwriter. Any underwriter submitting a bid with respect to the Bonds agrees thereby that if its bid is accepted, it shall accept such designation and shall enter into a contractual relationship with all participating underwriters for the purpose of assuring the receipt and distribution by each participating underwriter of the Official Statement. LEGAL OPINIONS The Bonds will be sold subject to the opinion of Nabors, Giblin & Nickerson, P.A., the County's Bond Counsel, as to the legality thereof and such opinion will be furnished without cost to the purchaser and all bids will be so conditioned. A form of Bond Counsel's opinion is attached to the Preliminary Official Statement as Appendix E. Certain matters will be passed on for the County by the County Attorney's office and Bryant Miller Olive P.A., the County's Disclosure Counsel. BIDDING PROCEDURE Only electronic bids submitted via the Parity System will be accepted. No other provider of electronic bidding services will be accepted. No bid delivered in person or by facsimile directly to the County will be accepted. Bidders are permitted to submit bids for the Bonds during the bidding time period, provided they are eligible to bid as described under "GENERAL" above. Each electronic bid submitted via the Parity System shall be deemed an irrevocable offer in response to this Official Notice of Sale and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the County. All bids remain firm until an award is made. FORM OF BID Bidders must bid to purchase all maturities of the Bonds. Each bid must specify (1) an annual rate of interest for each maturity, (2) reoffering price or yield for each maturity and (3) a dollar purchase price for the entire issue of the Bonds. No more than one (1) bid from any bidder will be considered. A bidder must specify the rate or rates of interest per annum (with no more than one rate of interest per maturity), which the Bonds are to bear, to be expressed in multiples of 1/8 or 1/20 of 1%. Any number of interest rates may be named, but the Bonds of each maturity must bear interest at the same single rate for all bonds of that maturity. Each bid for the Bonds must meet the minimum reoffering price criteria shown in the Summary Table on a maturity and aggregate basis. St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 10 Reoffering prices presented as a part of the bids will not be used in computing the bidder's true interest cost. As promptly as reasonably possible after bids are received, the County will notify the successful bidder(s) that it is the apparent winner. AWARD OF BID The County expects to award the Bonds to the winning bidder(s) as soon as practicable after the bids are opened on the sale date. Bids may not be withdrawn prior to the award. Unless all bids are rejected, the Bonds will be awarded by the County on the sale date to the bidder whose bid complies with this Official Notice of Sale and results in the lowest true interest cost ("TIC") to the County. The lowest TIC will be determined by doubling the semi-annual interest rate, compounded semi-annually, necessary to discount the debt service payments from the payment dates to the dated date of the Bonds and to the aggregate purchase price of the Bonds. If two or more responsible bidders offer to purchase the Bonds at the same lowest TIC, the County will award the Bonds to one of such bidders by lot. Only the final bid submitted by any bidder through the Parity System will be considered. The right reserved to the County shall be final and binding upon all bidders with respect to the form and adequacy of any proposal received and as in its conformity to the terms of this Official Notice of Sale. RIGHT OF REJECTION THE COUNTY RESERVES THE RIGHT, IN ITS DISCRETION, TO REJECT ANY AND ALL BIDS, FOR ANY REASON, AND TO WAIVE IRREGULARITY OR INFORMALITY IN ANY BID. DELIVERY AND PAYMENT Delivery of the Bonds will be made by the County to DTC in book -entry only form, in New York, New York on or about the delivery date shown in the Summary Table, or such other date agreed upon by the County and the successful bidder(s). Payment for the Bonds must be made in Federal Funds or other funds immediately available to the County at the time of delivery of the Bonds. Any expenses incurred in providing immediate funds, whether by transfer of Federal Funds or otherwise, will be borne by the purchaser. The County intends to conduct the closing in St. Augustine, Florida. RIGHT OF CANCELLATION The successful bidder(s) will have the right, at its option, to cancel its obligation to purchase the Bonds if the Registrar fails to authenticate the Bonds and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder(s) will be entitled to the return of the Good Faith Deposit accompanying its bid. St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida A'on Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 11 GOOD FAITH DEPOSIT The successful bidder(s) for each of the Series 2025A Bonds and the Series 2025B Bonds is required to submit its Good Faith Deposit to the County in the form of a wire transfer in federal funds not later than 2:30 p.m., Eastern Daylight Savings Time, on the day of the award. If such deposit is not received by that time, the County may reject such bid and award the Bonds to the bidder that submitted the next best bid in accordance with the terms of the Official Notice of Sale. The Good Faith Deposit so wired will be retained by the County until the delivery of such Bonds, at which time the good faith deposit will be applied against the purchase price of such Bonds or the Good Faith Deposit will be retained by the County as partial liquidated damages in the event of the failure of the successful bidder(s) to take up and pay for such Bonds in compliance with the terms of the Official Notice of Sale and of its bid. The County will pay no interest on the good faith deposit. The balance of the purchase price must be wired in federal funds to the account detailed in the closing memorandum provided by the County to the successful purchaser, simultaneously with delivery of such Bonds. CUSIP NUMBERS It is anticipated that CUSIP numbers will be printed on the Bonds, but neither failure to print such numbers on any Bonds nor any error with respect thereto will constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds. Bond Counsel will not review or express any opinion as to the correctness of such CUSIP numbers. The policies of the CUSIP Service Bureau will govern the assignment of specific numbers to the Bonds. The County's Financial Advisor will be responsible for applying for and obtaining CUSIP numbers for the Bonds. All expenses in relation to the printing of CUSIP numbers on the Bonds will be paid for by the County; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers will be the responsibility of and will be paid for by the successful bidder(s). BLUESKY The County has not undertaken to register the Bonds under the securities laws of any state, nor investigated the eligibility of any institution or person to purchase or participate in the underwriting of the Bonds under any applicable legal investment, insurance, banking or other laws. By submitting a bid for the Bonds, the successful bidder(s) represents that the sale of the Bonds in states other than Florida will be made only under exemptions from registration or, wherever necessary, the successful bidder(s) will register the Bonds in accordance with the securities laws of the state in which the Bonds are offered or sold. The County agrees to cooperate with the successful bidder(s), at the bidder's written request and expense, in registering the Bonds or obtaining an exemption St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 12 from registration in any state where such action is necessary; provided, however, that the County shall not be required to consent to suit or to service of process in any jurisdiction. CERTAIN DISCLOSURE OBLIGATIONS OF THE PURCHASER Section 218.38(1)(b)(2), Florida Statutes, requires that the successful purchaser file a statement with the County containing information with respect to any fee, bonus or gratuity paid, in connection with the Bonds, by any underwriter or financial consultant to any person not regularly employed or engaged by such underwriter or consultant. Receipt of such statement is a condition precedent to the delivery of the Bonds to such successful bidder(s). The winning bidder(s) must (1) complete the Truth -in -Bonding Statement provided by Bond Counsel (the form of which is attached hereto as Exhibit A), (2) submit on the date of the award of the Bonds the Anti -Human Trafficking Affidavit required by Section 786.06(13), Florida Statutes (the form of which is attached hereto as Exhibit C), and (3) indicate whether such bidder has paid any finder's fee to any person in connection with the sale of the Bonds in accordance with Section 218.386, Florida Statutes. ESTABLISHMENT OF ISSUE PRICE The winning bidder(s) shall assist the County in establishing the issue price of the Bonds and shall execute and deliver to the County on or prior to the closing date for the Bonds an "issue price" or similar certificate setting forth the reasonably expected initial offering prices to the public or the actual sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the applicable form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder(s), the County and Bond Counsel. All actions to be taken by the County under this Official Notice of Sale to establish the issue price of the Bonds may be taken on behalf of the County by the County's financial advisor identified herein and any notice or report to be provided to the County may be provided to the County's financial advisor. The County intends that the provisions of Treasury Regulation Section 1.148- l(f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds ("competitive sale requirements") because: (1) the County has disseminated this Official Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (2) all bidders shall have an equal opportunity to bid; St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 13 (3) the County expects to receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and (4) the County anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the lowest true interest cost, as set forth in this Official Notice of Sale. Any bid submitted pursuant to this Official Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified in the bid. BY SUBMITTING A BID FOR THE BONDS, A BIDDER REPRESENTS AND WARRANTS TO THE COUNTY THAT THE BIDDER HAS AN ESTABLISHED INDUSTRY REPUTATION FOR UNDERWRITING NEW ISSUANCES OF MUNICIPAL BONDS SUCH AS THE BONDS AND SUCH BIDDER'S BID IS SUBMITTED FOR AND ON BEHALF OF SUCH BIDDER BY AN OFFICER OR AGENT WHO IS DULY AUTHORIZED TO BIND THE BIDDER TO A LEGAL, VALID AND ENFORCEABLE CONTRACT FOR THE PURCHASE OF THE BONDS. Once the bids are communicated electronically via the Parity System to the County, each bid will constitute an irrevocable offer to purchase the Bonds on the terms herein and therein provided. In the event that the competitive sale requirements are not satisfied, the County shall so advise the winning bidder(s). In such case, the County may determine to treat (i) the first price at which 10% of a maturity of the Bonds is sold to the public (the "10% test") as the issue price of that maturity, and/or (ii) the initial offering price to the public as of the sale date of any maturity of the Bonds as the issue price of that maturity (the hold -the - offering -price" rule), in each case applied on a maturity -by -maturity basis. The winning bidder(s) shall advise the County if any maturity of the Bonds satisfies the 10% test as of the date and time of the award of the Bonds. The County shall promptly advise the winning bidder(s) which maturities (and if different interest rates apply within a maturity, which separate CUSIP number within that maturity) of the Bonds shall be subject to the 10% test or shall be subject to the hold -the -offering -price rule. Bids will not be subject to cancellation by the bidders in the event that the competitive sale requirements are not satisfied and the County determines to apply the hold -the -offering -price rule to any maturity of the Bonds; provided, however, the County reserves the right to reject any and all bids, for any reason, as set forth under "RIGHT OF REJECTION" herein. Bidders should prepare their bids on the assumption that some or all of the maturities of the Bonds will be subject to the hold -the -offering -price rule in order to establish the issue price of the Bonds. By submitting a bid, the winning bidder(s) shall (i) confirm that the underwriters have offered or will offer the Bonds to the public on or before the date of award at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder(s) and (ii) agree, on behalf of the St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 14 underwriters participating in the purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of any maturity to which the hold -the -offering -price rule shall apply 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: (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the underwriters have sold at least 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. The winning bidder(s) will advise the Issuer promptly after the close of the fifth (5th) business day after the sale date whether it has 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 the competitive sale requirements are not satisfied, then until the 10% test has been satisfied as to each maturity of the Bonds, the winning bidder(s) agrees to promptly report to the County the prices at which the unsold Bonds of each maturity have been sold to the public. That reporting obligation shall continue, whether or not the closing date for the Bonds has occurred, until the 10% test has been satisfied for each maturity or until all Bonds of that maturity have been sold. By submitting a bid, each bidder confirms that: (i) any agreement among underwriters, any selling group agreement and each third - party distribution agreement (to which the bidder 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 third -party distribution agreement, as applicable: (A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the closing date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the winning bidder(s) that the 10% test has been satisfied as to the Bonds of that maturity, and (ii) to comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the winning bidder(s) and as set forth in the related pricing wires, (B) to promptly notify the winning bidder(s) of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker -dealer, the winning bidder(s) shall assume that each order submitted by the underwriter, dealer or broker -dealer is a sale to the public. St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 15 (ii) any agreement among underwriters or selling group agreement 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 or dealer that is a party to a third -party 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 third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the closing date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the winning bidder(s) or such underwriter that the 10% test has been satisfied as to the Bonds of that maturity, and (B) comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the winning bidder(s) or the underwriter and as set forth in the related pricing wires. 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 Official Notice of Sale. Further, for purposes of this Official Notice of Sale: (i) "public" means any person other than an underwriter or a related party (as defined in Section 1.150-1(b) of the Treasury Regulations) to an underwriter, (ii) "underwriter" means (A) any person that agrees pursuant to a written contract (i.e. this Official Notice of Sale) with the County (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 parry to a retail distribution agreement participating in the initial sale of the Bonds to the public), (iii) generally, 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 50% 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 50% 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 50% 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 that the Bonds are awarded by the County to the winning bidder(s). St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 16 CONTINUING DISCLOSURE The County has covenanted to provide ongoing disclosure in accordance with Rule 15c2-12 of the Securities and Exchange Commission. The specific nature of the information to be contained in the annual report and the notices of material events are set forth in the Continuing Disclosure Certificate which is reproduced in its entirety in Appendix D attached to the Preliminary Official Statement for the Bonds. The covenants have been undertaken by the County in order to assist the successful purchaser in complying with clause (b) (5) of Rule 15c2-12 of the Securities and Exchange Commission. CERTIFICATE The County will deliver to the purchaser of the Bonds a certificate of an official of the County, dated the date of delivery of said Bonds, stating that as of the date thereof, to the best of the knowledge and belief of said official, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the financial condition of the County. CHOICE OF LAW Any litigation or claim arising out of any bid submitted (regardless of the means of submission) pursuant to this Official Notice of Sale shall be governed by and construed in accordance with the laws of the State of Florida. The venue situs for any such action shall be the state courts of the Seventh Judicial Circuit in and for St. Lucie County, Florida. NOTICE OF BIDDERS REGARDING PUBLIC ENTITY CRIMES A person or affiliate who has been placed on the Convicted Vendor List (as described in Florida Statutes) following a conviction for a public entity crime may not submit a bid. ST. LUCIE COUNTY, FLORIDA By: /s/ George Landry County Administrator Dated: , 2025 St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A - Official Notice of Sale St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B - Official Notice of Sale Page 17 EXHIBIT A-1 TRUTH -IN -BONDING STATEMENT 2025 Board of County Commissioners of St. Lucie County, Florida Re: St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A Dear Commissioners: The purpose of the following two paragraphs is to furnish, pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth -in -bonding statement required thereby, as follows: (a) The County is proposing to issue $ principal amount of the above -referenced Series 2025A Bonds for the principal purposes of acquisition and construction of certain capital improvements relating to the water and wastewater system owned by the St. Lucie County Water and Sewer District, as more particularly described in the plans and specifications on file with the County, and paying certain costs of issuance of the Series 2025A Bonds. This obligation is expected to be repaid over a period of approximately years. At a true interest cost of %, total interest paid over the life of the obligation will be approximately $ (b) The County has covenanted and agreed in the Bond Resolution to appropriate in its annual budget, by amendment, if necessary, from legally available non -ad valorem revenues, amounts sufficient to pay the principal of and interest on the Series 2025A Bonds when due in the manner and to the extent provided in the Bond Resolution. Authorizing this debt will result in approximately $ (representing the average annual debt service with respect to the Bonds) of such moneys being used to pay debt service on the Series 2025A Bonds each year for years. The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Bonds. Very truly yours, Underwriter By: Authorized Signatory INI EXHIBIT A-2 TRUTH -IN -BONDING STATEMENT 2025 Board of County Commissioners of St. Lucie County, Florida Re: St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B Dear Commissioners: The purpose of the following two paragraphs is to furnish, pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth -in -bonding statement required thereby, as follows: (a) The County is proposing to issue $ principal amount of the above -referenced Series 2025B Bonds for the principal purposes of acquisition and construction of certain capital improvements relating to the solid waste disposal system, as more particularly described in the plans and specifications on file with the County, and paying certain costs of issuance of the Series 2025B Bonds. This obligation is expected to be repaid over a period of approximately years. At a true interest cost of %, total interest paid over the life of the obligation will be approximately $ (b) The County has covenanted and agreed in the Bond Resolution to appropriate in its annual budget, by amendment, if necessary, from legally available non -ad valorem revenues, amounts sufficient to pay the principal of and interest on the Bonds when due in the manner and to the extent provided in the Bond Resolution. Authorizing this debt will result in approximately $ (representing the average annual debt service with respect to the Series 2025B Bonds) of such moneys being used to pay debt service on the Bonds each year for years. The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Bonds. Very truly yours, Underwriter By: Authorized Signatory B-1 EXHIBIT B FORM OF ISSUE PRICE CERTIFICATE ST. LUCIE COUNTY, FLORIDA NON -AD VALOREM REVENUE BONDS, SERIES 2025A/B ISSUE PRICE CERTIFICATE The undersigned, on behalf of (" "), hereby represents and warrants that it has an established industry reputation for underwriting new issuances of municipal bonds and certifies as set forth below with respect to the sale of the above - captioned obligations (the 'Bonds"). [Alternate I - Competitive Safe Harbor Met] [1. Reasonably Expected Initial Offeringice. (a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by are the prices listed in Schedule A (the "Expected Offering Prices"). The Expected Offering Prices are the prices for the Maturities of the Bonds used by in formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy of the bid provided by to purchase the Bonds. (b) was not given the opportunity to review other bids prior to submitting its bid. (c) The bid submitted by constituted a firm offer to purchase the Bonds.] [Alternate 2 - Competitive Sale Requirements Not Met — General Rule and/or Hold - the -Offering Price to Apply] [1. Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A. Each maturity of the Bonds of which at least 10% of such maturity has not yet been sold to the public (the "Unsold Bonds") is also identified in Schedule A. Attached as Schedule B are true and correct copies of the bid provided by to purchase the Bonds, and the pricing wire or equivalent communication for the Bonds. has and will comply with the requirements set forth under the heading "Establishment of Issue Price Certificate" in the Official Notice of Sale for the Bonds, including reporting on the sale prices of the Unsold Bonds after the date hereof as provided therein. 2. Initial Offerinp, Price of the Hold-the-Offerin -Price Maturities. (a) offered the Hold -the -Offering -Price Maturities to the Public for purchase at the 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 Official Notice of Sale has agreed in writing that, (i) for each Maturity of the Hold -the -Offering -Price Maturities, it 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.] 2. [3.] Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities." (b) Hold -the -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 -the -Offering -Price Maturity, the period starting on the Sale Date and ending the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which has sold at least 10% 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. (f) 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 February 18, 2025. (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 is 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 Certificate as to Arbitrage and Certain Other Tax Matters relating to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Nabors, Giblin & Nickerson, P.A. 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 the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. In Dated: March , 2025 [Name] SCHEDULE A EXPECTED OFFERING PRICES OR PRICES OF SOLD AND UNSOLD BONDS SCHEDULE B COPY OF UNDERWRITER'S BID EXHIBIT C NONGOVERNMENTAL ENTITY HUMAN TRAFFICKING AFFIDAVIT Section 787.06(13), Florida Statutes THIS AFFIDAVIT MUST BE SIGNED AND NOTARIZED I, the undersigned, am an officer or representative of [UNDERWRITER] and attest that said entity does not use coercion for labor or services as defined in section 787.06, Florida Statutes. Under penalty of perjury, I hereby declare and affirm, to the best of my knowledge and belief, that the above -stated facts are true and correct. [UNDERWRITER] By: Name/Title: STATE OF COUNTY OF SWORN TO AND SUBSCRIBED before me by means of ❑ physical presence or ❑ online notarization this day of , 2025, by [NAME] as [TITLE] on behalf [UNDERWRITER]. He/she is ❑ personally known to me or ❑ has produced (Type of Identification) as identification. (Notary Seal) Signature of Notary Public Print, Type or Stamp Name of Notary Serial Number, if any C-1 EXHIBIT.B FORM OF PRELIMINARY OFFICIAL STATEMENT PRELIMINARY OFFICIAL STATEMENT DATED J 2025 NEW ISSUE - BOOK ENTRY ONLY BMO DRAFT #2 4/2/2025 Moody's: S&P: (stable outlook) See "RATINGS" herein In the opinion of Nabors, GibIin & Nickerson, P.A., Tampa, Florida ("Bond Counsel"), under existing statutes, regulations, rulings and court decisions and subject to the conditions described herein under "TAX MATTERS," interest on the Series 2025 Bonds is (a) excludable from gross income of the owners thereof for federal income tax purposes except as otherwise described herein under the caption "TAX MATTERS," and (b) not an item of tax preference for purposes of the federal alternative minimum tax, provided, however, with respect to certain corporations, interest on the Series 2025 Bonds is taken into account in determining the annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on such corporations. Such interest, however, may be subject to other federal income tax consequences referred to herein under "TAX MATTERS." See "TAX MATTERS" herein for a general discussion of Bond Counsel's opinion and other tax considerations. ST. LUCIE COUNTY, FLORIDA NON -AD VALOREM REVENUE BONDS, SERIES 2025A Dated: Date of Delivery ST. LUCIE COUNTY, FLORIDA NON -AD VALOREM REVENUE BONDS, SERIES 2025B Due: October 1, as shown on the inside cover St. Lucie County, Florida (the "County") is issuing its $ Non -Ad Valorem Revenue Bonds, Series 2025A (the "Series 2025A Bonds") and its $ Non -Ad Valorem Revenue Bonds, Series 2025B (the "Series 2025B Bonds", together with the Series 2025A Bonds, the "Series 2025 Bonds') as fully registered bonds, which initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). Individual purchases will be made in book entry form only in denominations of $5,000 and any integral multiple thereof. Purchasers of the Series 2025 Bonds (the "Beneficial Owners") will not receive physical delivery of the Series 2025 Bonds. Transfer of ownership in the Series 2025 Bonds will be affected by DTC's book -entry system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered owner which will in turn remit such payments to the Participants (as defined herein) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2025 Bonds is payable semi- annually on April 1 and October 1 of each year commencing October 1, 2025. Principal of the Series 2025 Bonds is payable, when due, to the registered owners upon presentation and surrender at the designated corporate office of Argent Institutional Trust Company, Atlanta, Georgia, as Paying Agent and Registrar. All payments of principal, premium, if applicable, and interest on the Series 2025 Bonds shall be 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. The Series 2025 Bonds are payable from and secured by a covenant to budget and appropriate legally available Non -Ad Valorem Revenues sufficient to pay debt service on the Series 2025 Bonds. See "SECURITY FOR BONDS" herein. The Series 2025 Bonds are being issued pursuant to the authority and in compliance with Chapter 125, Florida Statutes, the Interlocal Agreement dated as of 2025, by and between the County and the St. Lucie County Water and Sewer District, and other applicable provisions of law, and pursuant to Resolution No. adopted by the Board of County Commissioners of the County (the 'Board") on April 22, 2025 (the "Resolution"). The Series 2025 Bonds are being issued to provide funds to (i) finance the cost of the Project (as defined herein) and (ii) pay costs associated with the issuance of the Series 2025 Bonds. THE SERIES 2025 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS 'BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE COUNTY FROM NON -AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO HOLDER OF ANY SERIES 2025 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2025 BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2025 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NON -AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. Certain of the Series 2025 Bonds are subject to optional redemption and may be subject to mandatory redemption as provided herein. This cover page contains certain information for quick reference only. It is not, and is not intended to be, a summary of this issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision. The Series 2025 Bonds are offered when, as and if issued, subject to the approving legal opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel. Certain legal matters will be passed on for the County by Daniel S. McIntyre, Esquire, County Attorney, and by Bryant Miller Olive P.A., Miami, Florida, Disclosure Counsel to the County. PFM Financial Advisors LLC, Orlando, Florida is Financial Advisor to the County in regard to the issuance of the Series 2025 Bonds. It is expected that settlement for the Series 2025 Bonds will occur through the facilities of DTC in New York, New York on or about June _, 2025. Electronic bids for the Series 2025 Bonds will be received through the IHS Markit's Parity/BIDComp competitive bidding system as described in the related Official Notice of Sale. Dated: '2025 *Preliminary, subject to change. RED HERRING LANGUAGE: This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2025 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of such jurisdiction. The County has deemed this Preliminary Official Statement "final," except for certain permitted omissions, within the contemplation of Rule 15c2-12 promulgated by the Securities and Exchange Commission. MATURITIES, AMOUNTS, INTEREST RATES, PRICE, YIELD AND INITIAL CUSIP NUMBERS Maturity (October W Amount* ST. LUCIE COUNTY, FLORIDA Non -Ad Valorem Revenue Bonds, Series 2025A $ Serial Bonds Interest Rate Price Yield Initial CUSIP Numbers*** * Preliminary, subject to change. ** Subject to term bond option as described in the Official Notice of Sale. ***The County is not responsible for the use of the CUSIP Numbers referenced herein nor is any representation made by the County as to their correctness. The CUSIP Numbers provided herein are included solely for the convenience of the readers of this Official Statement. MATURITIES, AMOUNTS, INTEREST RATES, PRICE, YIELD AND INITIAL CUSIP NUMBERS ST. LUCIE COUNTY, FLORIDA Non -Ad Valorem Revenue Bonds, Series 2025B $ Serial Bonds Maturity Interest (October W Amount* Rate Price Yield Initial CUSIP Numbers*** * Preliminary, subject to change. ** Subject to term bond option as described in the Official Notice of Sale. *** The County is not responsible for the use of the CUSIP Numbers referenced herein nor is any representation made by the County as to their correctness. The CUSIP Numbers provided herein are included solely for the convenience of the readers of this Official Statement. ST. LUCIE COUNTY, FLORIDA 2300 Virginia Avenue Fort Pierce, Florida 34982 (772)462-1450 MEMBERS OF THE BOARD OF COUNTY COMMISSIONERS Jamie Fowler, Chair Larry Leet, Vice Chair James Clasby Erin Lowry Cathy Townsend COUNTY ADMINISTRATOR George Landry COUNTY ATTORNEY Daniel S. McIntyre, Esq. MANAGEMENT AND BUDGET DIRECTOR Jennifer Hill CLERK OF THE CIRCUIT COURT Michelle R. Miller FINANCE DIRECTOR Kimberly Warren FINANCIAL ADVISOR PFM Financial Advisors LLC Orlando, Florida BOND COUNSEL Nabors, Giblin & Nickerson, P.A. Tampa, Florida DISCLOSURE COUNSEL Bryant Miller Olive P.A. Miami, Florida No dealer, broker, salesman or other person has been authorized by the County to give any information or to make any representations in connection with the Series 2025 Bonds other than as contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the County. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2025 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the County, The Depository Trust Company, and other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness, and is not to be construed as a representation by the County with respect to any information provided by others. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. References herein to laws, rules, regulations, resolutions, agreements, reports and other documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts have not been included as appendices to this Official Statement they may be obtained from Michelle R. Miller, County Clerk, 201 South Indian River Drive, Fort Pierce, Florida 34950, (772) 462-6900, upon prepayment of reproduction costs, postage and handling expenses. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2025 BONDS HAS BEEN FILED WITH THE SEC OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE COUNTY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2025 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS OFFICIAL STATEMENT CONSTITUTE "FORWARD -LOOKING STATEMENTS." SUCH STATEMENTS GENERALLY ARE IDENTIFIABLE BY THE TERMINOLOGY USED, SUCH AS "PLAN," "EXPECT," "ESTIMATE," 'BUDGET" OR OTHER SIMILAR WORDS. SUCH FORWARD -LOOKING STATEMENTS INCLUDE BUT ARE NOT LIMITED TO CERTAIN STATEMENTS CONTAINED IN THE INFORMATION UNDER THE CAPTION "ESTIMATED SOURCES AND USES OF FUNDS." THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD -LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD -LOOKING STATEMENTS. TABLE OF CONTENTS Contents Pace INTRODUCTION.......................................................................................................................................................1 General....................................................................................................................... ....................................1 Authority for and Purpose of Issuance.....................................................................................................1 Securityfor the Series 2025 Bonds..............................................................................................................2 OtherInformation........................................................................................................................................2 THEPROJECTS...........................................................................................................................................................2 THEINTERLOCAL AGREEMENT.........................................................................................................................2 DESCRIPTIONOF THE SERIES 2025 BONDS.......................................................................................................3 General................................................................................................................................ • .. •.......................3 Book -Entry Only System.............................................................................................................................3 OptionalRedemption..................................................................................................................................5 MandatoryRedemption..............................................................................................................................6 Selection of Series 2025 Bonds to be Redeemed.......................................................................................6 Noticeof Redemption..................................................................................................................................7 Redemption of Portions of Series 2025 Bonds..........................................................................................7 Payment of Redeemed Series 2025 Bonds.................................................................................................8 Purchase in Lieu of Optional Redemption................................................................................................8 Interchangeability, Negotiability and Transfer........................................................................................8 SECURITY FOR THE SERIES 2025 BONDS.........................................................................................................10 General.................................................................................................... .....................................................10 Covenant To Budget And Appropriate...................................................................................................10 ConstructionFund.....................................................................................................................................I I RebateFund................................................................................................................................................11 Anti -Dilution ...................................... .........................................................................................................11 SeparateAccounts......................................................................................................................................12 AnnualBudget............................................................................................................................................12 ESTIMATED SOURCES AND USES OF FUNDS................................................................................................13 DEBTSERVICE SCHEDULE..................................................................................................................................14 DESCRIPTION OF NON -AD VALOREM REVENUES......................................................................................15 General................................................................................................................................. ........................15 Taxes.............................................................................................................................................................16 IntergovernmentalRevenues....................................................................................................................19 FranchiseFee Revenues.............................................................................................................................23 Licensesand Permits..................................................................................................................................24 Chargesfor Services...................................................................................................................................24 Finesand Forfeitures..................................................................................................................................24 Miscellaneous Non -Ad Valorem Revenue..............................................................................................24 UtilityTransfers..........................................................................................................................................24 Historical Receipt of Non -Ad Valorem Revenues.................................................................................25 Debt of County Secured by Non -Ad Valorem Revenues.....................................................................26 INVESTMENTCONSIDERATIONS.....................................................................................................................28 GENERAL INFORMATION REGARDING ST. LUCIE COUNTY...................................................................29 Background.................................................................................................................................................29 i CountyGovernment..................................................................................................................................29 ManagementDiscussion...........................................................................................................................30 Reserves.......................................................................................................................................................32 DebtPolicy..................................................................................................................................................32 InvestmentPolicy.......................................................................................................................................33 LIABILITIESOF THE COUNTY............................................................................................................................35 PensionPlans..............................................................................................................................................35 OtherPost -Employment Benefits.............................................................................................................35 LEGALMATTERS....................................................................................................................................................35 LITIGATION.............................................................................................................................................................36 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS...........................................................36 TAXMATTERS.........................................................................................................................................................36 RATINGS...................................................................................................................................................................39 FINANCIALADVISOR...........................................................................................................................................39 INDEPENDENTACCOUNTANTS.......................................................................................................................39 COMPETITIVESALE...............................................................................................................................................40 LEGALITYFOR INVESTMENT.............................................................................................................................40 CONTINGENTFEES...............................................................................................................................................40 ENFORCEABILITY OF REMEDIES.......................................................................................................................40 CONTINUINGDISCLOSURE................................................................................................................................41 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT................................................................41 AUTHORIZATION OF OFFICIAL STATEMENT...............................................................................................43 APPENDIX A: General Information Concerning the County APPENDIX B: Independent Auditors' Report of the County APPENDIX C: The Resolution APPENDIX D: Form of Bond Counsel Opinion APPENDIX E: Form of Continuing Disclosure Certificate n OFFICIAL STATEMENT relating to ST. LUCIE COUNTY, FLORIDA ST. LUCIE COUNTY, FLORIDA NON -AD VALOREM REVENUE BONDS, NON -AD VALOREM REVENUE BONDS, SERIES 2025A SERIES 2025B INTRODUCTION General This Official Statement, including the cover page, inside cover page and the Appendices hereto, is furnished with respect to the sale of the $ Non -Ad Valorem Revenue Bonds, Series 2025A (the "Series 2025A Bonds") and the $ Non -Ad Valorem Revenue Bonds, Series 2025B (the "Series 2025B Bonds", together with the Series 2025A Bonds, the "Series 2025 Bonds") issued by St. Lucie County, Florida (the "County"). This introduction is not, and is not intended to be, a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page, inside cover page and Appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the Series 2025 Bonds is made only by means of this Official Statement and is subject in all respects to the information contained herein. For a complete description of the terms and conditions of the Series 2025 Bonds, reference is made to "APPENDIX C - The Resolution" attached hereto. Unless otherwise indicated, capitalized terms used in this Official Statement shall have the same meaning established in "APPENDIX C - The Resolution" attached hereto. Authority for and Purpose of Issuance The Series 2025 Bonds are being issued pursuant to the authority and in compliance with Chapter 125, Florida Statutes, the Interlocal Agreement, dated as of , 2025, by and between the County and the St. Lucie County Water and Sewer District (the "Interlocal Agreement"), and other applicable provisions of law, and pursuant to Resolution No. adopted by the Board of County Commissioners of the County (the 'Board") on April 22, 2025 (the 'Resolution"). The Series 2025 Bonds are being issued to provide funds to (i) finance the cost of the Projects (as defined herein) and (h) pay costs associated with the issuance of the Series 2025 Bonds. See "THE PROJECTS" herein for a description of the Projects. * Preliminary, subject to change. Security for the Series 2025 Bonds The Series 2025 Bonds will be payable from and secured by a covenant to budget and appropriate legally available Non -Ad Valorem Revenues sufficient to pay debt service on the Series 2025 Bonds. See "SECURITY FOR THE SERIES 2025 BONDS" herein. Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. Copies of the Resolution and other documents and information are available, upon request and upon payment to the County of a charge for copying, mailing and handling, from the County Administrator, 2300 Virginia Avenue, Fort Pierce, Florida 34982. The description of the Resolution, the Series 2025 Bonds and information from reports contained herein do not purport to be comprehensive or definitive. THE PROJECTS The proceeds of the Series 2025A Bonds will be used for the acquisition and construction of certain capital improvements relating to the water and wastewater system (the "2025A Project") owned and operated by the St. Lucie County Water and Sewer District (the "District"). The proceeds of the Series 2025B Bonds will be used for the acquisition and construction of certain capital improvements relating to the solid waste disposal system (the "2025B Project") owned and operated by the County. The 2025A Project and the 2025B Project shall be referred to herein collectively, as the "Projects"). [Description of projects to come.] THE INTERLOCAL AGREEMENT Pursuant to Chapter 153, Part II, Florida Statutes and Ordinance No. 04-023, enacted on June 15, 2004, the County established the District for the purpose of implementing the water and sewer utility service requirements for the unincorporated portions of the County not within the utility service areas of the City of Port St. Lucie or the Fort Pierce Utility Authority, pursuant to the County's Comprehensive Plan. The District owns utility assets comprising of a water and wastewater system (the "System"). In order to permit the County and the District to make the most efficient use of their respective powers, resources and capabilities, the County and the District entered into an Interlocal Agreement on 2025, to provide for the acquisition and construction of the 2025A Project. Under the terms of the Interlocal Agreement, the County shall issue the Series 2025A Bonds to construct the 2025A Project. The 2025A Project financed with proceeds of the Series 2025A Bonds shall become a part of the System, owned and operated by the District. Unless extended by mutual agreement or as otherwise provided, the Interlocal Agreement shall expire upon full payment of the Series 2025A Bonds. DESCRIPTION OF THE SERIES 2025 BONDS General The Series 2025 Bonds shall be dated the date of their delivery, shall be numbered consecutively from R-1 upward and shall be issued in the denominations of $5,000 or integral multiples thereof. The Series 2025 Bonds will mature on the dates and will bear interest at the rates set forth on the inside cover page of this Official Statement. Interest on the Series 2025 Bonds shall be payable semi-annually on April 1 and October 1 in each year commencing October 1, 2025, and is payable by check or draft of Argent Institutional Trust Company, Atlanta, Georgia, as initial registrar and paying agent (the "Registrar" and the "Paying Agent"). Interest on the Series 2025 Bonds shall be payable by check or draft of the Paying Agent made payable and mailed to the Holder in whose name such Series 2025 Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) next preceding the applicable Interest Date, or, at the request of such Holder, by bank wire transfer to the account of such Holder. Principal of the Series 2025 Bonds is payable to the Holder, at the designated corporate trust office of the Paying Agent. The principal of, redemption premium, if any, and interest on the Series 2025 Bonds are payable in lawful money of the United States of America. All payments of principal, premium, if applicable, and interest on the Series 2025 Bonds shall be 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. Book -Entry Only System THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK -ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE COUNTY BELIEVES TO BE RELIABLE. THE COUNTY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2025 BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2025 BONDHOLDERS OR REGISTERED HOLDERS OF THE SERIES 2025 BONDS SHALL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2025 BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2025 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2025 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2025 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2025 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2025 BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY, THE COUNTY NEITHER MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. DTC will act as securities depository for the Series 2025 Bonds. The Series 2025 Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Series 2025 Bond certificate will be issued for each maturity of the Series 2025 Bonds as set forth in the inside cover of this Official Statement, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a 'banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others, such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Direct Participants and the Indirect Participants are collectively referred to herein as the "DTC Participants." DTC has an S&P Global Inc. ("S&P") rating of AA+. The DTC Rules applicable to its DTC Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 2025 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2025 Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2025 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2025 Bonds, except in the event that use of the book - entry system for the Series 2025 Bonds is discontinued. To facilitate subsequent transfers, all Series 2025 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2025 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2025 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2025 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2025 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2025 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security 4 documents. For example, Beneficial Owners of Series 2025 Bonds may wish to ascertain that the nominee holding the Series 2025 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2025 Bonds within a series or maturity of a series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such series or maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2025 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2025 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds and distributions on the Series 2025 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the County or the Registrar and Paying Agent on the payment date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the County, or the Registrar and Paying Agent, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest on the Series 2025 Bonds, as applicable, to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the County and/or the Registrar and Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2025 Bonds at any time by giving reasonable notice to the County or paying agent. Under such circumstances, in the event that a successor depository is not obtained, the Bond certificates are required to be printed and delivered. The County may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, the Series 2025 Bond certificates will be printed and delivered to DTC. Optional Redemption The Series 2025A Bonds maturing on or before October 1, 2035 are not subject to optional redemption prior to maturity. The Series 2025A Bonds maturing on and after October 1, 2036 are subject to redemption at the option of the County from any legally available revenues in whole or in part, at any time, on or after October 1, 2035 in such order of maturities as may be determined by the County (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. 5 The Series 2025B Bonds maturing on or before October 1, 2035 are not subject to optional redemption prior to maturity. The Series 2025B Bonds maturing on and after October 1, 2036 are subject to redemption at the option of the County from any legally available revenues in whole or in part, at any time, on or after October 1, 2035 in such order of maturities as may be determined by the County (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. Mandatory Redemption The Series 2025A Bonds maturing on October 1, 20J are subject to mandatory sinking fund redemption, prior to maturity in part, by lot on October 1, 20_ and on each October 1 thereafter, at a redemption price equal to the principal amount of such Series 2025A Bonds or portions thereof to be redeemed, plus interest accrued thereon to the date of redemption, on October 1 in the following years and in the following amounts: Year Amount *Maturity. The Series 2025B Bonds maturing on October 1, 20. are subject to mandatory sinking fund redemption, prior to maturity in part, by lot on October 1, 20_ and on each October 1 thereafter, at a redemption price equal to the principal amount of such Series 2025B Bonds or portions thereof to be redeemed, plus interest accrued thereon to the date of redemption, on October 1 in the following years and in the following amounts: Year Amount *Maturity. Selection of Series 2025 Bonds to be Redeemed The Series 2025 Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The County shall, at least 35 days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar), notify the Registrar of such redemption date and of the principal amount of the Series 2025 Bonds to be redeemed. For purposes of any redemption of less than all of the Outstanding Series 2025 Bonds of a single maturity, the particular Series 2025 Bonds or portions of Series 2025 Bonds to be redeemed shall be selected not more than 45 days and not less than 35 days prior to the redemption date by the Registrar from the Outstanding Series 2025 Bonds of the maturity or maturities designated by the County by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Series 2025 Bonds or portions of Series 2025 Bonds in principal amounts of $5,000 and integral multiples thereof. If less than all of a Term Series 2025 Bond is to be redeemed the aggregate principal amount to be redeemed shall be allocated to the Amortization Installments on a pro-rata basis unless the County, in its discretion, designates a different allocation. If less than all of the Outstanding Series 2025 Bonds of a single maturity are to be redeemed, the Registrar shall promptly notify the County and Paying Agent (if the Registrar is not the Paying Agent for such Series 2025 Bonds) in writing of the Series 2025 Bonds or portions of Series 2025 Bonds selected for redemption and, in the case of any Series 2025 Bond selected for partial redemption, the principal amount thereof to be redeemed. Notice of Redemption Notice of such redemption, which shall specify the Series 2025 Bond or Series 2025 Bonds (or portions thereof) to be redeemed and the date and place for redemption, shall be given by the Registrar on behalf of the County, and (A) shall be filed with the Paying Agent of such Series 2025 Bonds, and (B) shall be mailed first class, postage prepaid, not less than 30 days nor more than 45 days prior to the redemption date to all Holders of Series 2025 Bonds to be redeemed at their addresses as they appear on the registration books kept by the Registrar as of the date of mailing of such notice. Failure of any Holder to receive any notice mailed as provided in the Resolution shall not affect the proceedings for redemption of such Holder's Series 2025 Bonds. Each notice of redemption shall state: (1) the CUSIP numbers and any other distinguishing number or letter of all Series 2025 Bonds being redeemed, (2) the original issue date of such Series 2025 Bonds, (3) the maturity date and rate of interest borne by each Series 2025 Bond being redeemed, (4) the redemption date, (5) the Redemption Price, (6) the date on which such notice is mailed, (7) if less than all Outstanding Series 2025 Bonds are to be redeemed, the certificate number (and, in the case of a partial redemption of any Series 2025 Bond, the principal amount) of each Series 2025 Bond to be redeemed, (8) that on such redemption date there shall become due and payable upon each Series 2025 Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified portions of the principal thereof in the case of Series 2025 Bonds to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable, (9) that the Series 2025 Bonds to be redeemed, whether as a whole or in part, are to be surrendered for payment of the Redemption Price at the designated office of the Registrar at an address specified, (10) the name and telephone number of a person designated by the Registrar to be responsible for such redemption, (11) unless sufficient funds have been set aside by the County for such purpose prior to the mailing of the notice of redemption, that such redemption is conditioned upon the deposit of sufficient funds for such purpose on or prior to the date set for redemption, and (12) any other conditions that must be satisfied prior to such redemption. The County may provide that a redemption will be contingent upon the occurrence of certain conditions and that if such conditions do not occur the notice of redemption will be rescinded, provided notice of rescission shall be mailed in the manner described in the Resolution to all affected Bondholders not later than three business days prior to the date of redemption. Redemption of Portions of Series 2025 Bonds Any Series 2025 Bond which is to be redeemed only in part shall be surrendered at any place of payment specified in the notice of redemption (with due endorsement by, or written instrument of transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing) and the County shall execute and the Registrar shall authenticate and deliver to the Holder of such Series 2025 Bond, without service charge, a new Series 2025 Bond or Series 2025 Bonds, of any authorized denomination, as requested by such Holder in an aggregate principal amount VA equal to and in exchange for the unredeemed portion of the principal of the Series 2025 Bonds so surrendered. Payment of Redeemed Series 2025 Bonds Notice of redemption having been given substantially as aforesaid and not subsequently rescinded, the Series 2025 Bonds or portions of Series 2025 Bonds to be redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the County shall default in the payment of the Redemption Price) such Series 2025 Bonds or portions of Series 2025 Bonds shall cease to bear interest. Upon surrender of such Series 2025 Bonds for redemption in accordance with said notice, such Series 2025 Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption Price, plus accrued interest. All Series 2025 Bonds which have been redeemed shall be canceled and destroyed by the Registrar and shall not be reissued. Purchase in Lieu of Optional Redemption Notwithstanding anything in the Resolution to the contrary, at any time the Series 2025 Bonds are subject to optional redemption pursuant to the Resolution, all or a portion of the Series 2025 Bonds to be redeemed as specified in the notice of redemption, may be purchased by the Paying Agent, as trustee, at the direction of the County, on the date which would be the redemption date if such Series 2025 Bonds were redeemed rather than purchased in lieu thereof, at a purchase price equal to the Redemption Price which would have been applicable to such Series 2025 Bonds on the redemption date for the account of and at the direction of the County who shall give the Paying Agent, as trustee, notice at least ten (10) days prior to the scheduled redemption date accompanied by an opinion of Bond Counsel to the effect that such purchase will not adversely affect the exclusion from gross income for federal income tax purposes of interest on such Series 2025 Bonds. In the event the Paying Agent, as trustee, is so directed to purchase Bonds in lieu of optional redemption, no notice to the holders of the Series 2025 Bonds to be so purchased (other than the notice of redemption otherwise required under the Resolution) shall be required, and the Paying Agent, as trustee, shall be authorized to apply to such purchase the funds which would have been used to pay the Redemption Price for such Series 2025 Bonds if such Series 2025 Bonds had been redeemed rather than purchased. Each Series 2025 Bond so purchased shall not be canceled or discharged and shall be registered in the name of the County. Series 2025 Bonds to be purchased under the Resolution in the manner set forth in this paragraph which are not delivered to the Paying Agent, as trustee, on the purchase date shall be deemed to have been so purchased and not optionally redeemed on the purchase date and shall cease to accrue interest as to the former holder thereof on the purchase date. Interchangeability, Negotiability and Transfer The following provisions shall only be applicable if DTC's book -entry only system of registration is discontinued. Series 2025 Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Series 2025 Bonds of the same maturity of any other authorized denominations. 8 The Series 2025 Bonds issued under the Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State of Florida, subject to the provisions for registration and transfer contained in the Resolution and in the Series 2025 Bonds. So long as any of the Series 2025 Bonds shall remain Outstanding, the County shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the Series 2025 Bonds. Each Series 2025 Bond shall be transferable only upon the books of the County, at the office of the Registrar, under such reasonable regulations as the County may prescribe, by the Holder thereof in person or by his attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or his duly authorized attorney. Upon the transfer of any such Series 2025 Bond, the County shall issue, and cause to be authenticated, in the name of the transferee a new Series 2025 Bond or Series 2025 Bonds of the same aggregate principal amount, interest rate, and maturity as the surrendered Series 2025 Bond. The County, the Registrar and any Paying Agent or fiduciary of the County may deem and treat the Person in whose name any Outstanding Series 2025 Bond shall be registered upon the books of the County as the absolute owner of such Series 2025 Bond, whether such Series 2025 Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal, redemption premium, if any, and interest on such Series 2025 Bond and for all other purposes, and all such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Series 2025 Bond to the extent of the sum or sums so paid and neither the County nor the Registrar nor any Paying Agent or other fiduciary of the County shall be affected by any notice to the contrary. The Registrar, in any case where it is not also the Paying Agent in respect to any Series 2025 Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for the Series 2025 Bonds; (B) following the fifteenth day next preceding the date of first mailing of notice of redemption of any Series 2025 Bonds; and (C) at any other time as reasonably requested by the Paying Agent of such Series 2025 Bonds, shall certify and furnish to such Paying Agent the names, addresses and holdings of Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered Series 2025 Bond shall effect payment of interest on such Series 2025 Bonds by mailing a check to the Holder entitled thereto or may, in lieu thereof, upon the request and expense of such Holder, transmit such payment by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging Series 2025 Bonds or transferring Series 2025 Bonds is exercised, the County shall execute and deliver Series 2025 Bonds and the Registrar shall authenticate such Series 2025 Bonds in accordance with the provisions of the Resolution. Execution of Series 2025 Bonds by the Chair and Clerk for purposes of exchanging, replacing or transferring Series 2025 Bonds may occur at the time of the original delivery of the Series 2025 Bonds. All Series 2025 Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the County to be cancelled by the Registrar. For every such exchange or transfer of Series 2025 Bonds, the County or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The County and the Registrar shall not be obligated to make any such exchange or transfer of Series 2025 Bonds during the 15 days next preceding an Interest Date on the Series 2025 Bonds, or, in the case of any proposed redemption of Series 2025 Bonds, then, for the Series 2025 Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. 9 SECURITY FOR THE SERIES 2025 BONDS General The Series 2025 Bonds shall be payable from and secured by a covenant to budget and appropriate from the total revenues of the County derived from any source whatsoever, other than revenues generated from ad valorem taxation on real or personal property, and which are legally available to make the payments required in the Resolution (the 'Non -Ad Valorem Revenues") in an amount sufficient to pay principal of or interest on the Series 2025 Bonds when due. See "- Covenant To Budget And Appropriate" below. THE SERIES 2025 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS 'BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE COUNTY FROM NON -AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO HOLDER OF ANY SERIES 2025 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2025 BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2025 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NON -AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. Covenant To Budget And Appropriate Pursuant to the Resolution, the County has covenanted and agreed to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues available in each Fiscal Year, amounts sufficient to pay principal of and interest on the Series 2025 Bonds when due. Such covenant and agreement on the part of the County to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the County, the County does not covenant to maintain any services or programs, now provided or maintained by the County, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non - Ad Valorem Revenues, nor does it preclude the County from pledging in the future its Non -Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non -Ad Valorem Revenues, nor does it give any Series 2025 Bondholder a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the County. Such covenant to appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated in the Resolution shall have the effect of making available for the payment of the Series 2025 Bonds, in the manner described in the Resolution, Non -Ad Valorem Revenues and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under the Resolution; subject, however, in all respects to the payment of services and programs which are for essential public purposes affecting the health, safety, and welfare of the inhabitants of the County or which are legally mandated by applicable law. See 10 "DESCRIPTION OF NON -AD VALOREM REVENUES" herein for a description of the various Non -Ad Valorem Revenues of the County. The County covenanted and agreed, pursuant to the Resolution, to transfer to the Paying Agent for the Series 2025 Bonds, solely from funds budgeted and appropriated as described in the Resolution, at least three business days prior to the date designated for payment of any principal of or interest on the Series 2025 Bonds, sufficient moneys to pay such principal or interest. The Registrar and the Paying Agent shall utilize such moneys for payment of the principal and interest on the Series 2025 Bonds when due. Construction Fund The County covenanted and agreed, pursuant to the Resolution, to establish a separate fund, to be known as the "St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A and Series 2025B Construction Fund," which shall be used only for payment of the Costs of the Projects, and shall consist of two accounts, a "Series 2025A Account" and a "Series 2025B Account." Net proceeds of the Series 2025A Bonds shall be deposited into the Series 2025A Account, and net proceeds of the Series 2025B Bonds shall be deposited into the Series 2025B Account. Moneys in the Construction Fund, until applied in payment of any item of the Cost of the Projects in the manner provided in the Resolution, shall be held in trust by the County and shall be subject to a lien and charge in favor of the Holders of the Series 2025 Bonds and for the further security of such Holders. There shall be paid into the Construction Fund the amounts required to be so paid by the provisions of the Resolution or a Supplemental Resolution. Notwithstanding any of the other provisions of the Resolution, to the extent that other moneys are not available therefor, amounts in the Construction Fund shall be applied to the payment of principal and interest on Series 2025 Bonds when due. Rebate Fund The County has covenanted and agreed, pursuant to the Resolution, to establish a special fund to be known as the "St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A and Series 2025B Rebate Fund," which shall be held in trust by the County and used solely to make required rebate payments to the United States (except to the extent the same may be used to pay debt service on the Series 2025 Bonds) and the Series 2025 Bondholders shall have no right to have the same applied for debt service on the Series 2025 Bonds. Anti -Dilution In the Resolution, the County has covenanted that except for the Series 2025 Bonds, and other outstanding obligations of the County payable from Non -Ad Valorem Revenues on the date hereof, the County will not issue any additional obligations payable from the Non -Ad Valorem Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge against the Non -Ad Valorem Revenues, or any part thereof, except as set out below. No additional indebtedness payable from or secured by Non -Ad Valorem Revenues shall be issued by the County unless the actual receipts of Total Governmental Funds of the County (as specified in the County's audited financial statements and which shall be deemed to include enterprise funds revenues, to the extent utilized to make debt service payments on Debt) for the prior Fiscal Year, less ad 11 valorem revenues, less Non -Ad Valorem Revenues from Total Governmental Funds pledged to secure debt that has a lien on such Non -Ad Valorem Revenues, and less the amount required to pay for Essential Services of the County for the prior Fiscal Year, equal at least 150% of the maximum annual debt service on all Debt payable from such Non -Ad Valorem Revenues (including the proposed Debt). "Debt" is defined as on any date (without duplication) all of the following to the extent that they are general obligations of the County or are payable in whole or in part from Non -Ad Valorem Revenues: (i) all obligations of the County for borrowed money evidenced by bonds, debentures, or other similar instruments; (ii) all obligations of the County to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (iii) all obligations of the County as lessee under capitalized leases; and (iv) all indebtedness of other Persons to the extent guaranteed by or secured by Non -Ad Valorem Revenues of the County. "Essential Services" are those services identified by the County in its annual audit as general government and public safety expenditures from Total Governmental Funds, less expenditures paid from ad valorem revenues. For purposes of the foregoing, if said Debt has 25% or more of the aggregate principal amount coming due in any one year, debt service shall be determined on the Debt during such period of time as if the principal of and interest on such Debt were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of 25 years. Separate Accounts The moneys required to be accounted for in the Resolution may be deposited in a single bank account and funds invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit therein and such investments for the various purposes of such fund as provided in the Resolution. The designation and establishment of the fund in and by the Resolution shall not be construed to require the establishment of any completely independent, self -balancing fund as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such revenues as provided in the Resolution. Annual Budget The County shall annually prepare and adopt, prior to the beginning of each Fiscal Year, an Annual Budget in accordance with applicable law. If for any reason the County shall not have adopted the Annual Budget before the first day of any Fiscal Year, the preliminary budget for such year shall be deemed to be in effect for such Fiscal Year until the Annual Budget for such Fiscal Year is adopted. The County shall also provide the Annual Budget and amendments thereto to any Holder or Holders of Series 2025 Bonds upon written request. The County shall be permitted to make a reasonable charge for furnishing such information to such Holder or Holders. W ESTIMATED SOURCES AND USES OF FUNDS The table that follows summarizes the estimated sources and uses of funds to be derived from the sale of the Series 2025 Bonds: SOURCES: Bond Proceeds: Par Amount $ Net Original Issue [Premium] [Discount] TOTAL SOURCES USES: Deposit to Series 2025A Account of the Construction Fund $ Deposit to Series 2025B Account of the Construction Fund $ Costs of Issuance(') TOTAL USES �l> Includes Purchaser's discount, financial advisory and legal fees and costs, and miscellaneous costs of issuance. [Remainder of page intentionally left blank] 13 DEBT SERVICE SCHEDULE The following table sets forth the debt service schedule for the Series 2025 Bonds. Series 2025A Bonds Fiscal Year Ending (September 30) Principal TOTALS * Preliminary, subject to change. Interest Series 2025B Bonds Total Principal Interest Total [Remainder of page intentionally left blank] 14 Total Debt Service DESCRIPTION OF NON -AD VALOREM REVENUES General The County generally receives two primary sources of revenue: ad valorem taxes and non -ad valorem revenues. Ad valorem taxes may not be pledged for the payment of debt obligations of the County maturing more than twelve months from the date of issuance thereof without approval of the electorate of the County. The ad valorem tax revenues of the County are not pledged as security for the payment of the Series 2025 Bonds and the County is not obligated to budget and appropriate ad valorem tax revenues for the payment of the Series 2025 Bonds. Non -ad valorem revenues of the County may be pledged or applied, subject to certain limitations disclosed herein, for the payment of debt obligations of the County. Such non -ad valorem revenues include a broad category of revenues, including, but not limited to, revenues received from the federal and state governments, investment income and income produced from certain services and facilities of the County, as described below. As more fully described herein under "SECURITY FOR THE SERIES 2025 BONDS," the County has covenanted and agreed in the Resolution, subject to certain restrictions and limitations, to budget and appropriate sufficient Non -Ad Valorem Revenues in each year to pay principal of and interest on the Series 2025 Bonds. The Holders of the Series 2025 Bonds do not have a lien on any specific Non -Ad Valorem Revenues of the County and the County has certain debt and other obligations payable in the same manner as the Series 2025 Bonds and also has outstanding certain other debt obligations payable from a prior lien upon and pledge of certain specific Non -Ad Valorem Revenues sources of the County. A large percentage of the revenues of the County, including ad valorem taxes and Non -Ad Valorem Revenues, are deposited into the County's governmental funds. Furthermore, as described herein under "SECURITY FOR THE SERIES 2025 BONDS," the obligation of the County to budget and appropriate Non -Ad Valorem Revenues is subject to a variety of factors, including the payment of services and programs which are for Essential Services for general government and safety of the inhabitants of the County or which are legally mandated by applicable law, and the obligation of the County to have a balanced budget. See "INVESTMENT CONSIDERATIONS" herein. The County is permitted by the Florida Constitution to levy ad valorem taxes at a rate of up to $10 per $1,000 of assessed valuation for general governmental expenditures. The General Fund ad valorem tax millage rate for the Fiscal Year ending September 30, 2025 is $4.2222 per $1,000. The County is also permitted by the State Constitution to levy ad valorem taxes above the $10 per $1,000 cap to pay debt service on general obligation long-term debt if approved by a voter referendum. The County currently has $0 in general obligation bond debt outstanding. Specific sources of Non -Ad Valorem Revenues have been, and may subsequently be, pledged to secure debt issued by the County. Any such debt is or will be payable from such specific Non -Ad Valorem Revenues prior to the use thereof to pay debt service on the Series 2025 Bonds. See the section "Debt of County Secured by Non -Ad Valorem Revenues" below for a description of other obligations that must be satisfied prior to the use of Non Ad -Valorem Revenues to pay debt service on the Series 2025 Bonds from such Non -Ad Valorem Revenues. Specific sources of Non -Ad Valorem Revenues may increase or decrease in the future due to factors within or outside of the control of the County. Certain specific sources may cease to exist altogether and new sources may come about from time to time. 15 The Florida Department of Financial Services ("FDFS") has developed, as part of the Uniform Accounting System Manual's Chart of Accounts, six major categories of local government revenues: taxes, permits, fees and special assessments; intergovernmental revenues; charges for services; judgments, fines and forfeitures, and miscellaneous revenues. Using such categories, the following describes the sources of the County's Non -Ad Valorem Revenues and outlines the County's classification of such Non -Ad Valorem Revenues pursuant to the above -described categories: Taxes Communications Services Tax Revenues The Communications Services Tax Simplification Act, enacted by Chapter 2000-260, Laws of Florida, as amended by Chapter 2001-140, Laws of Florida, and now codified in part as Chapter 202, Florida Statutes (the "CSTA") established, effective October 1, 2001, a local communications services tax of 1.6% on the sale of communications services as defined in Section 202.11, Florida Statutes. The rate is in addition to the 0.24% add -on permitted by Section 337.401, Florida Statutes, and established by the County for waiving the right to collect permit fees for the use of the rights -of -way by communications providers. Although the local communications services tax is levied locally, the Florida Department of Revenue ("FDOR") collects the tax on behalf of the local governments. The proceeds of the local communications services tax, less FDOR cost of administration which may not exceed 1% of the total tax generated, are deposited in the Local Communications Services Tax Clearing Trust Fund (the "CST Trust Fund") and distributed monthly to the appropriate jurisdiction. The local communications services tax revenues received by the County are deposited into the County's General Fund and may be used for any public purpose; however, the County may, from time to time, deposit such revenues into the County's Transportation Trust Fund to be used for transportation needs. The revenues that are received by the County from such communications services tax which derive from the CST Trust Fund created with the FDOR pursuant to Section 202.193, Florida Statutes, may be pledged for the repayment of current or future bonded indebtedness. The County collected local communications services tax for Fiscal Year ended September 30, 2024, in the amount of $716,478.48 (after adjustments). One effect of the CSTA was to replace the former utilities tax on telecommunications, including pre -paid calling arrangements, as well as any revenues from franchise fees on cable and telecommunications service providers and permit fees relating to placing or maintaining facilities in rights -of -way collected from providers of certain telecommunications services, with the local communications services tax. This change in law was intended to be revenue neutral to the counties and municipalities. The local communications services tax applies to a broader base of communications services than the former utilities tax on telecommunications. The local communications services tax applies to the purchase of "communications services" which originated or terminated within the County, with certain exemptions described below. "Communication services" under the CSTA are defined as the transmission, conveyance, or routing of voice, data, audio, video, or any other information or signals, including cable services, to a point, or between or among points, by or through any electronic, radio, satellite, cable, optical, microwave, or other medium or method now in existence or hereafter devised, regardless of the protocol used for such transmission or conveyance. The term does not include: (a) Information services. 16 (b) Installation or maintenance of wiring or equipment on a customer's premises. (c) The sale or rental of tangible personal property. (d) The sale of advertising, including, but not limited to, directory advertising. (e) Bad check charges. (f) Late payment charges. (g) Billing and collection services. (h) Internet access service, electronic mail service, electronic bulletin board service, or similar on-line services. While such services have historically been taxed if the charges for such services are not stated separately from the charges for communications services, on a customer's bill, providers now have the ability to exclude such services from the tax if they can be reasonably identified from the selling dealer's books and records kept in the regular course of business. The dealer may support the allocation of charges with books and records kept in the regular course of business covering the dealer's entire service area, including territories outside of Florida. The sale of communications services to (i) the federal government, or any instrumentality or agency thereof, or any entity that is exempt from state taxes under federal law, (ii) the State or any county, municipality or political subdivision of the State when payment is made directly to the dealer by the governmental entity, and (iii) any home for the aged or educational institution (which includes state tax -supported and nonprofit private schools, colleges and universities and nonprofit libraries, art galleries and museums, among others) or religious institutions (which include, but are not limited to, organizations having an established physical place for worship at which nonprofit religious services and activities are regularly conducted) that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), are exempt from the local communications services tax. The CSTA provides that, to the extent that a provider of communications services is required to pay to a local taxing jurisdiction a tax, charge, or other fee under any franchise agreement or ordinance with respect to the services or revenues that are also subject to the local communications services tax, such provider is entitled to a credit against the amount of such local communications services tax payable to the State in the amount of such tax, charge, or fee with respect to such service or revenues. The amount of such credit is deducted from the amount that such local taxing jurisdiction is entitled to receive under Section 202.18(3), Florida Statutes. Under the CSTA, local governments must work with the FDOR to properly identify service addresses to each municipality and county. If a jurisdiction fails to provide the FDOR with accurate service address information, the local government risks losing tax proceeds that it should properly receive. The County believes it has provided the FDOR with all information that the FDOR has requested as of the date hereof and that such information is accurate. The Federal Internet Tax Freedom Act ("ITFA") imposed a moratorium on taxation of Internet access by states and political subdivisions. As amended by the Internet Tax Nondiscrimination Act ("ITNA"), "Internet Access" includes telecommunications services (unregulated non -utility telecommunications, such as cable services) purchased, used or sold by a provider of internet access to provide Internet access, including related communication services, such as email and instant messaging. On February 24, 2016, President Obama signed the Trade Facilitation and Trade Enforcement Act of 2015, in which was a provision granting a Permanent Moratorium on Internet Access Taxes (Public Law 114-125, Sec. 922). Since the moratorium has been in place since the inception of Chapter 202, Florida 17 Statutes, and Internet Access was not taxable pursuant to State law, the County does not anticipate any negative impact on future collections of local communications services tax revenues because of this action. Providers of communications services collect the local communications services tax and may deduct 0.75% as a collection fee (or 0.25% in the case of providers who do not employ an enhanced zip code database or a data base that is either supplied or certified by the FDOR). The communications services providers remit the remaining proceeds to the FDOR for deposit into the CST Trust Fund. The FDOR then makes monthly contributions from the CST Trust Fund to the appropriate local governments after deducting up to 1% of the total revenues generated as an administrative fee. The amount of local communications services tax revenues received by the County is subject to increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the County, (ii) legislative changes, and/or (iii) technological advances which could affect consumer preferences. The amount of the local communications services tax revenues collected within the County may be adversely affected by de -annexation. Such de -annexation would decrease the number of addresses contained within the County. At this time there are no de -annexations anticipated within the County. Chapter 2023-157 was signed into law during the 2023 State Legislative session and provides that any local communications services tax rate in effect as of January 1, 2023, may not be increased before January 1, 2026. Chapter 2023-157 also provides that any increases to discretionary sales tax, levied pursuant to Section 212.055, Florida Statutes, may not be added to the local CST under Section 202.19, Florida Statutes, before January 1, 2026. Business Tax Revenues The 'Business Tax" (formerly called the "Occupational License Tax") includes the business taxes levied and collected by the County pursuant to Chapter 205, Florida Statutes, and Ordinance No. 00-06 enacted by the Board on September 19, 2000, as amended. Section 205.032, Florida Statutes, authorizes the County to levy "a business tax for the privilege of engaging in or managing any business, profession, or occupation within its jurisdiction." The Business Tax may be levied on: (1) Any person who maintains a permanent business location or branch office within the municipality, for the privilege of engaging in or managing any business within its jurisdiction. (2) Any person who maintains a permanent business location or branch office within the municipality, for the privilege of engaging in or managing any profession or occupation within its jurisdiction. (3) Any person who does not qualify under subsection (1) or subsection (2) and who transacts any business or engages in any occupation or profession in interstate commerce, if the Business Tax is not prohibited by the United States Constitution. All Business Tax receipts are issued for payment by the County beginning August 1 of each year and such taxes are due and payable on or before September 30 of each year. Each Business Tax receipt expires on September 30 of the succeeding year. Business Tax receipts that are not renewed when due and payable are delinquent and subject to a delinquency penalty of 10 percent for the month of October, a plus an additional 5 percent penalty for each subsequent month of delinquency until paid. However, the total delinquency penalty may not exceed 25 percent of the Business Tax for the delinquent establishment. Any person who engages in or manages any business, occupation, or profession without first paying the required Business Tax, is subject to a penalty of 25 percent of the tax due, in addition to any other penalty provided by law or ordinance. Any person who engages in any business, occupation, or profession covered by Chapter 205, Florida Statutes, who does not pay the required Business Tax within 150 days after the initial notice of tax due, and who does not obtain the required Business Tax receipt, is subject to civil actions and penalties, including court costs, reasonable attorneys' fees, additional administrative costs incurred as a result of collection efforts, and a penalty of up to $250. Chapter 205, Florida Statutes, provides that the County may only increase by ordinance the rates of Business Taxes every other year by up to 5 percent. The County last increased its Business Tax rates in Fiscal Year 2007 by five percent (5%). In past sessions of the Florida Legislature, legislation has been introduced that, had it been enacted, could have reduced the amount of Business Taxes to be collected by the County. Such proposed legislation was not passed. No assurance can be given that similar legislation will not be re -introduced in the future. Intergovernmental Revenues All revenues received by a local unit from federal, state, and other local government sources in the form of grants, shared revenues, payments in lieu of taxes and payments in lieu of franchise fees would be included in the intergovernmental revenues category. The category can be further classified into eight subcategories: federal grants, federal payments in lieu of taxes ("PILOT"), state grants, state shared revenues, state PILOT, if any, local grants, local shared revenues, and local PILOT. If a particular grant is funded from separate intergovernmental sources, then the revenue is recorded proportionately. The County receives approximately $24,000 per year as PILOT revenue from the City of Fort Pierce, Florida. The largest component is the Local Government Half -Cent Sales Tax. Half -Cent Sales Tax Revenues Chapter 218, Part VI, Florida Statutes (the "Sales Tax Act") authorizes the levy and collection by the State of a sales tax upon, among other things, the sales price of each item or article of tangible personal property sold at retail in the State, subject to certain exceptions and dealer allowances. In 1982, the Florida Legislature created the Local Government Half -Cent Sales Tax Program (the "Half -Cent Sales Tax Program") which distributes a portion of the sales tax revenue and money from the State's General Revenue Fund to counties and municipalities that meet strict eligibility requirements. In 1982, when the Half -Cent Sales Tax Program was created, the general rate of sales tax in the State was increased from 4% to 5%, and one-half of the fifth cent was devoted to the Half -Cent Sales Tax Program, thus giving rise to the name "Half -Cent Sales Tax." Although the amount of sales tax revenue deposited into the Half -Cent Sales Tax Program is no longer one-half of the fifth cent of every dollar of the sales price of an item subject to sales tax, the name "Half -Cent Sales Tax" has continued to be utilized. As of October 1, 2001, the Half -Cent Sales Tax Trust Fund (hereinafter defined) began receiving a portion of certain taxes imposed by the State on communications services pursuant to Chapter 202, Florida Statutes. Accordingly, moneys distributed from the Half -Cent Sales Tax Trust Fund now consist of funds derived from both general sales tax proceeds and certain taxes imposed on the sales of communications services IN required to be deposited into the Half -Cent Sales Tax Trust Fund. The Half -Cent Sales Tax is collected on behalf of the State by businesses at the time of sale at retail, use, consumption, or storage for use or consumption, of taxable property and remitted to the State on a monthly basis. The Sales Tax Act provides for penalties and fines, including criminal prosecution, for non-compliance with the provisions thereof. The general rate of sales tax in the State is currently 6%. Section 212.20, Florida Statutes, provides for the distribution of 8.9744%, reduced by 0.1%, of sales tax revenues to the Half -Cent Sales Tax Clearing Trust Fund (the "Half -Cent Sales Tax Trust Fund"), after providing for certain transfers to the State's General Fund. Such amount deposited in the Half -Cent Sales Tax Trust Fund is earmarked for distribution to the governing body of such county and each participating municipality within that county pursuant the following distribution formula: County Share (percentage of total Half -Cent = unincorporated + 2/3 incorporated Sales Tax receipts) area population area population total county population + 2/3 incorporated area population Municipality Share (percentage of total Half -Cent = municipality population Sales Tax receipts) total county population + 2/3 incorporated area population For purposes of the foregoing formula, "population" is based upon the latest official State estimate of population certified prior to the beginning of the local government fiscal year. Should the County annex any area or should any area of the County de -annex from the County, the share of the Half -Cent Sales Tax received by the County would be respectively increased or decreased according to the foregoing formula. The Half -Cent Sales Tax is distributed from the Half -Cent Sales Tax Trust Fund on a monthly basis to participating units of local government in accordance with the Sales Tax Act and is deposited by the County into the County's General Fund. The Sales Tax Act permits the County to pledge its share of the Half -Cent Sales Tax for the payment of principal of and interest on any capital project. The County collected Half Cent Sales Tax for Fiscal Year ended September 30, 2024 in the amount of $14,982,104.19. To be eligible to participate in the Half -Cent Sales Tax Program, each municipality and county is required to have satisfied the Eligibility Requirements (defined below). Those requirements include, but are not limited to, the following: (i) reported its finances for its most recently completed fiscal year to the Florida Department of Banking and Finance ("FDBF") as required by Florida law; (ii) made provisions for annual post audits of financial accounts in accordance with provisions of law; (iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes 20 levied for debt service or other special millages authorized by the voters, to produce the revenue equivalent to a millage rate of 3 mills on the dollar based upon 1973 taxable values or, in order to produce revenue equivalent to that which would otherwise be produced by such 3 mill ad valorem tax, to have received certain revenues from a county (in the case of a municipality), collected an occupational license tax, utility tax, or ad valorem tax, or any combination of those four sources; (iv) certified that persons in its employ as law enforcement officers meet certain qualifications for employment, and receive certain compensation; (v) certified that persons in its employ as firefighters meet certain employment qualifications and are eligible for certain compensation; (vi) certified that each dependent special district that is budgeted separately from the general budget of such county or municipality has met the provisions for annual post audit of its financial accounts in accordance with law, and (vii) certified to the FDOR that it has complied with certain procedures regarding the establishment of the ad valorem tax millage of the county or municipality as required by law. The requirements described in (i) through (vii) are referred to herein as the "Eligibility Requirements". If the County does not comply with the Eligibility Requirements, the County would lose its Half -Cent Sales Tax Trust Fund distributions for twelve (12) months following a "determination of noncompliance" by the FDOR. The County has continuously maintained eligibility to receive the Half - Cent Sales Tax. Although the Sales Tax Act does not impose any limitation on the number of years during which the County can receive distribution of the Half -Cent Sales Tax revenues from the Half -Cent Sales Tax Trust Fund, there may be amendments to the Sales Tax Act in subsequent years imposing additional requirements of eligibility for counties and municipalities participating in the Half -Cent Sales Tax Program, and it is not unusual for the distribution formulas in Sections 212.20(6)(d) or 218.62, Florida Statutes, to be revised from time to time. The amount of Half -Cent Sales Tax revenues received by the County is subject to increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the County, (ii) legislative changes relating to the overall sales tax, which may include changes in the scope of taxable sales, changes in the tax rate and changes in the amount of sales tax revenue deposited into the Half - Cent Sales Tax Trust Fund, (iii) changes in the relative population of the County, which affect the percentage of Half -Cent Sales Tax received by the County, and (iv) other factors which may be beyond the control of the County, including but not limited to the potential for increased use of electronic commerce and other internet-related sales activity that could have a material adverse impact upon the amount of sales tax collected by the State and then distributed to the County. State Revenue Sharing A portion of certain taxes levied and collected by the State is shared with local governments under provisions of Section 218.215, Florida Statutes ("State Revenue Sharing Funds"). The amount deposited by the FDOR into the State Revenue Sharing Trust Fund for Counties is 2.0810% of available 21 sales and use tax collections after certain required distributions, and 2.9% of the net collections from the cigarette tax. The amount of revenues from the State Revenue Sharing Trust Fund for Counties distributed to any one county is the average of three factors: an eligible county's percentage of the total population of all eligible counties in the State; an eligible county's percentage of total population of the state residing in unincorporated areas of all eligible counties; and an eligible county's percentage of total sales tax collections in all eligible counties during the preceding year. The County collected the State Revenue Sharing Funds amount for the County's Fiscal Year ended September 30, 2024 in the amount of $8,238,542.53 (which includes "guaranteed entitlement", "second guaranteed entitlement", and Growth Monies, as described below). Each eligible county is entitled to receive a minimum amount of State Revenue Sharing Funds, known as the "guaranteed entitlement" and the "second guaranteed entitlement," the first of which is correlated to amounts received by such county from certain taxes on cigarettes, roads and intangible property in the State Fiscal Year 1971-1972 and the second of which is correlated to the amount received by such county in State Fiscal Year 1981-1982 from the then -existing tax on cigarettes and intangible personal property, less the guaranteed entitlement. The funds remaining in the Revenue Sharing Trust Fund for counties after the distribution of the Guaranteed Entitlement and Second Guaranteed Entitlement are referred to as "growth monies" that are further distributed to eligible counties (the "Growth Monies"). There are no restrictions on the use of the Guaranteed Entitlement, Second Guaranteed Entitlement or the Growth Monies revenues, however there are restrictions on the amount of funds that can be pledged for bond indebtedness. Counties are allowed to pledge the Guaranteed Entitlement and the Second Guaranteed Entitlement revenues. Counties can assign, pledge, or set aside as a trust for the payment of principal or interest on bonds or any other form of indebtedness an amount up to 50 percent of the State Revenue Sharing Funds (including Growth Monies) received by it in the prior State Fiscal Year. To be eligible to participate in State Revenue Sharing Funds in future years, the County must comply with certain eligibility and reporting requirements. If the County fails to comply with such requirements, the FDOR may utilize the best information available to it, if such information is available, or take any necessary action including disqualification, either partial or entire, and the County shall further waive any right to challenge the determination of the FDOR as to its disbursement, if any. The County's receipt of distributions from the State Revenue Sharing Trust Fund for counties may also be affected if the County fails to make required Medicaid contributions to the State. See "- County Medicaid Contributions" below. 22 County Medicaid Contributions Section 409.915, Florida Statutes, requires all counties in the State to pay a portion of the State matching funds required for the federal Medicaid program. Pursuant to Section 409.915, Florida Statutes, for the State Fiscal Years 2015-2016 through and including 2019-2020, the total amount of the Florida counties' annual contribution will be the total contribution for the prior fiscal year adjusted by 50 percent of the percentage change in the State Medicaid expenditures as determined by the Social Services Estimating Conference of the State ("SSEC"). For each State fiscal year thereafter, the total amount of the Florida counties' annual contribution shall be the total contribution for the prior fiscal year adjusted by the percentage change in the State Medicaid expenditures as determined by the SSEC. By June 1 of each year, the FDOR must notify each county of its individual required annual contribution which is determined by a formula provided in Section 409.915, Florida Statutes. For the County's Fiscal Year ended September 30, 2024, the County paid its required annual contribution of $5,546,499 to the State from the County's General Fund and for the Fiscal Year ending September 30, 2025, the County has budgeted $6,768,585 for its required annual contribution from the County's General Fund. The County's annual contribution is due in equal monthly installments by the 5th day of each month. If the County fails to remit the payment by the 5th of the month, the FDOR shall reduce the monthly distribution to the County from the Half -Cent Sales Tax Trust Fund pursuant to Section 218.61, Florida Statutes and, if necessary, by the amount of the monthly installment from the State Revenue Sharing Trust Fund pursuant to Section 218.26, Florida Statutes. The County has continuously made timely payments of its annual contribution from funds on deposit in the County's General Fund. The County does not anticipate that its receipt of Half -Cent Sales Tax Revenues or State Revenue Sharing Moneys will be affected by its obligation to make the annual contributions required by Section 409.915, Florida Statutes. Franchise Fee Revenues The County is authorized by Section 180.14, Florida Statutes, to grant nonexclusive, revocable franchises to construct, reconstruct, operate and maintain, cable communications systems, telephone and telegraph facilities, and natural gas and electricity transmission and distribution facilities. Electric Franchise Fee Revenues The County imposes an electric franchise fee upon and collected from the Fort Pierce Utilities Authority ("FPUA") pursuant to Ordinance No. 97-30, enacted by the Board on September 23, 1997 (the "FPUA Franchise Fee Ordinance"), whereby the County granted to FPUA, a 30 year electric franchise which is in effect until September 23, 2027. Under the FPUA Franchise Fee Ordinance, FPUA is required to pay the County an amount equal to 5 percent of FPUA's Gross Revenues (as defined in Ordinance No. 97-30) received from customers in the unincorporated areas of the County. Additionally, the County imposes an electric franchise fee imposed upon and collected from Florida Power & Light Company pursuant to Ordinance No. 97-29, enacted by the Board on September 23, 1997 (the "FPL Franchise Fee Ordinance"), whereby the County granted to FPL, a thirty-year electric franchise which is in effect until September 23, 2027. Under the FPL Franchise Fee Ordinance, FPL is required to pay the County a percentage of the revenues derived from the sale of electrical energy to residential, commercial and industrial customers within the unincorporated areas of the County. The FPL Franchise Fee Ordinance provides that commencing ninety (90) days after the effective date and each month thereafter for the remainder of the term of the franchise, FPL, its successors and assigns, shall pay 23 to the County and its successors an amount which when added to the amount of all licenses, excises, fees, charges and other impositions of any kind whatsoever (except ad valorem property taxes and non -ad valorem assessments on property, radiological emergency preparedness paid to or for the benefit of the County, and any charges to FPL for accepting wastewater) levied or imposed by the County against FPL's property, business or operations, and those of its subsidiaries during FPL's monthly billing period ending 60 days prior to each such payment will equal 5 percent of FPL's billed revenues, less actual write-offs, from the sale of electrical energy to residential, commercial, and industrial customers within the unincorporated areas of the County. Licenses and Permits These are revenues derived from the issuance of occupational licenses, building permits, certification fees, and special assessments. Such fees currently are a minor portion of the County's Non - Ad Valorem Revenues. Charges for Services Revenues resulting from a local unit's charges for services are reflected in this category and include those charges received from private individuals or other governmental units. The following functional areas include such charges: (i) General government; (ii) Public safety; (iii) Physical environment; (iv) Human services; (v) Transportation and parking; (vi) Recreation and culture; and (vii) Other. Fines and Forfeitures Fines and forfeitures reflect those penalties and fines imposed for the commission of statutory offenses, violation of lawful administrative rules and regulations. Forfeitures include revenues resulting from confiscation of deposits or bonds held as performance guarantees and proceeds from the sale of contraband property seized by law enforcement agencies. Miscellaneous Non -Ad Valorem Revenue This is a broad category that includes a wide variety of revenues, including but not limited to licensing and regulatory fees, fees for services or publications, transfers from other governmental units, traffic and parking fines, interest earnings and other miscellaneous revenues. Utility Transfers From time to time, the District may transfer funds from the System to the County. To the extent that the District transfers revenues of the System to the County for payment of debt service on the Bonds, it is the intended that such revenues constitute part of the County's "Total Governmental Funds" for financial accounting purposes and may be considered Non -Ad Valorem Revenues. 24 Historical Receipt of Non -Ad Valorem Revenues The following table shows the historical receipt by the County of significant sources of certain Non -Ad Valorem Revenues for the prior five Fiscal Years ended September 30. The table does not include all of the Non -Ad Valorem Revenues of the County which may be available to pay debt service on the County's debt secured by these revenues. NON -AD VALOREM REVENUES OF ST. LUCIE COUNTY, FLORIDAM 2024 2023 2022 2021 2020 Local communication services taxes $- $- $- $- Local business taxes 24,292 24,640 25,931 24,996 Tourist development taxes 6,749,306 6,282,655 4,641,864 3,528,373 Licenses and permits 500 - 500 33,059 Franchise fees 1,553,602 5,081,442 4,389,125 4,130,957 Intergovernmental revenues 13,238,496 18,533,364 13,730,573 10,387,982 Charges for services 16,543,976 16,362,789 15,477,533 14,034,309 Fines and forfeitures 1,790,530 1,542,521 1,551,174 1,560,703 Investment income 7,455,855 (4,065,285) 731,390 2,663,281 Contributions from property owners 198,161 281,643 216,060 93,423 Miscellaneous 13,058,696 8,986.765 8,151,367 7,747,004 Total Legally Available Non -Ad $60.613.414 $53,030.534 $48.915.517 $44,204,087 Valorem Revenues Source: [St. Lucie County Clerk of the Court]. (1) Some Non -Ad Valorem Revenues are limited as to use and not all of the Non -Ad Valorem Revenues may be legally available to pay any particular obligations. [Remainder of page intentionally left blank] 25 Debt of County Secured by Non -Ad Valorem Revenues The following table represents outstanding debt obligations of the County secured by specific Non -Ad Valorem Revenue sources and or a covenant to budget and appropriate Non -Ad Valorem Revenues. This table is exclusive of the debt of the County's business type activities such as in the water and sewer and solid waste enterprise funds. ST. LUCIE COUNTY, FLORIDA NON -AD VALOREM REVENUE OBLIGATIONS OUTSTANDING AS OF DECEMBER 31, 2024 Issue Capital Improvement Revenue Refunding Bond, Series 2014 Capital Improvement Revenue Bond, Series 2015 (Tax Collector Building) Capital Improvement Revenue Bond, Series 2016 (Jail Security System) Capital Improvement Revenue Bond, Series 2016A (Airport) Non -Ad Valorem Revenue Bonds, Series 2017 Taxable Non -Ad Valorem Revenue Bonds, Series 2017A Taxable Capital Improvement Revenue Bond, Series 2019 (Health Clinic) Capital Improvement Revenue Note, Series 2021 (SHI Beach and Dune Restoration Project) Sales Tax Revenue Refunding Note, Series 2023A Sales Tax Revenue Refunding Note, Series 2023B Source: [St. Lucie County Clerk of the Court.] Principal Amount Issued $10,495,000 7,000,000 3,320,000 3,000,000 46,865,000 25,730,000 2,611,000 4,560,000 32,560,000 4,290,000 Principal Amount Outstanding $890,967.00 4,604,720.00 1,650,530.00 1,155,386.00 56,946,500.00 35,250,955.38 2,163,024.20 3,903,830.00 28,476,571.50 1,236,470.00 The County also has several capital leases outstanding totaling $ as of September 30, 2024 payable from Non -Ad Valorem Revenues. From time to time, the County has issued various obligations secured by either a covenant to budget and appropriate from legally available Non -Ad Valorem Revenues or by a pledge of a specific non -ad valorem revenue source. Indebtedness of the County which is currently secured by a pledge of a specific Non -Ad Valorem Revenue source will have a claim and lien on such source prior to any claim and lien of the Series 2025 Bonds. See below for various indebtedness secured by non -ad valorem revenues and the debt service related thereto. [Remainder of page intentionally left blank] 26 0 0 o o 14o o o Cl 4 o. N �o o. �o m . o m Lo op M N N O l� W W O o0 L� N O` t, m T m 00 C m a0 N h � O - uc�m m m R m c-i C N N O cr �O O� N N r� M M m v, m C m C C0 c 0o t ; [. t� � �o M m m � �n u� �n �n Lo Lo �n Ln o 0 0 0 0 L� O O O O O O O O O C O C O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O d N O O O O O O O O O O O O O O O O O O O O O O O O p @J to Ln V) Ln Ln l!') L v) � m � G N c U1 m co In m m � cf lli r c m cr In c In In N ri cf In m N i p Cn M co M M m M M M M M M M M M m m Cri M M Chi Ci coM N z Q d LQ o L o 0 0 0 L o x O N i3 d Ki C, cn M f6 f i M c) M N y �i d O O m O oN O o � O 000 v � N rn n d F o C n Q o cn. O "R U A O [ N O a O O LO N y H a �D C� N N �O N \D N �D N Lr II1 N lf1 N �D N kf �f1 N YJ W ~ •� A b > N Y � � O>x F W Wi o o o o o o�D o o o o o o o 1D �.i C y •C <r �O (•i iri N C7 M N O d� aD M co o0 d+ N ri m O CA Lo N m o O cY M �O N �O O C? rn o m of [ z N N � o m rn o �o m �o � � o � .N� rn o0 � N M o0 N - '-i �--i H f-+ r-1 r-i - rt - ri - ti - �--i ry rl �--i r-i r-i �-r — In — - N � N r. ry �--i U W W a O O z U W � O O O O O o O O O O O O O O O O O O O O O O O o O O o o O o O O O O O O O O O O O o O O O O O O O O O O W Q N Lo N m N LO N o0 �/ adi rl C? O f�l y 7 N Cri It M M M M M Ili lli M ll M K: M NI NI CV N N 1+1 O O O O O i > N V z w. � z° sir;l o 0 0000 0 0 0 0 d N y M b Y O N h ri Cn v N N N N N N U w F a u x Cr O o 0 0 0 0 0 0 0 0 � y � ~ > •� .� If) � In try lfj � � � N � p O> O b N Ffi N N N N N M M M M m M M M m M 'L1 O O O O O O O O O O O O O O O O O O O O O O O O OO O INVESTMENT CONSIDERATIONS The following discussion provides information relating to certain risks that could affect payments of the principal of, redemption premium, if any, and interest on the Series 2025 Bonds. The order in which the following information is presented is not intended to reflect the relative importance of the risks discussed. The following information is not, and is not intended to be, exhaustive and should be read in conjunction with all of the other sections of this Official Statement, including its appendices. Prospective purchasers of the Series 2025 Bonds should carefully analyze the information contained in this Official Statement, including its appendices (and including the additional information contained in the form of the complete documents referenced or summarized herein), for a more complete description of the investment considerations relevant to purchasing the Series 2025 Bonds. Copies of any documents referenced or summarized in this Official Statement are available from the County as described under "INTRODUCTION" herein. 1. There is no assurance that any rating assigned to the Series 2025 Bonds by a rating agency will continue for any given period of time or that such rating will not be lowered or withdrawn entirely by such rating agency, if in its judgment, circumstances warrant. A downgrade, change in or withdrawal of any rating may have an adverse effect on the market price of the Series 2025 Bonds. See "RATINGS" herein. 2. The County's covenant to budget and appropriate from Non -Ad Valorem Revenues for the payment of the Series 2025 Bonds is limited by a number of factors. As indicated under the caption "SECURITY FOR THE SERIES 2025 BONDS — General" herein, the County is required to operate with a balanced budget. In addition, the County is not required and does not covenant to maintain any services or programs which generate Non -Ad Valorem Revenues. Cancellation of any services or programs which are not Essential Services and that generate Non -Ad Valorem Revenues could have an adverse effect on the County fulfilling its covenant obligations under the Resolution. Certain Non -Ad Valorem Revenues, such as State revenue sharing, may be subject to modification or repeal by the State Legislature. Certain matching Non -Ad Valorem Revenues, such as governmental, foundation or corporate grants to the County, also may be subject to modification or may be discontinued. 3. Continued consistent receipt of Non -Ad Valorem Revenues is dependent upon a variety of factors, including greater or lesser growth in the unincorporated areas of the County that could have positive or negative effects on Non -Ad Valorem Revenues. The amounts and availability of any of the Non -Ad Valorem Revenues to the County are also subject to change, including reduction or elimination by change of State law or changes in the facts or circumstances according to which certain of the Non -Ad Valorem Revenues are allocated. In addition, the amount of certain of the Non -Ad Valorem Revenues collected by the County is directly related to the general economy of the County. Accordingly, adverse economic conditions could have a material adverse effect on the amount of Non -Ad Valorem Revenues collected by the County. The County may also specifically pledge certain of the Non -Ad Valorem Revenues or, upon meeting the anti -dilution test described under "SECURITY FOR THE SERIES 2025 BONDS — Anti -Dilution," covenant to budget and appropriate legally available Non -Ad Valorem Revenues of the County to future obligations. In the case of a specific pledge, such Non -Ad Valorem Revenues would be required to be applied to such obligations prior to paying the principal of and interest on the Series 2025 Bonds. M 4. In the event of a default in the payment of principal of or interest on the Series 2025 Bonds, the remedies of the owners of the Series 2025 Bonds are limited under the Resolution. See "APPENDIX C — The Resolution" herein. 5. The State is naturally susceptible to the effects of extreme weather events and natural disasters including floods, droughts, and hurricanes, which could result in negative economic impacts on coastal communities such as the County. Such effects can be exacerbated by change in climate. The occurrence of such extreme weather events could damage the local infrastructure that provides essential services to the County. The economic impacts resulting from such extreme weather events could include a loss of property values, a decline in revenue base, and escalated recovery costs. No assurance can be given as to whether future extreme weather events will occur that could materially impair the financial condition of the County. GENERAL INFORMATION REGARDING ST. LUCIE COUNTY Background The County is located on the edge of the south-central coast of Florida, and encompasses an area of approximately 581 square miles. It is bounded on the north by Indian River County, on the west by Okeechobee County, on the south by Martin County and on the east by the Atlantic Ocean. Fort Pierce is the county seat and is located approximately 60 miles north of West Palm Beach and 100 miles southeast of Orlando. The estimated population of the County as of April 1, 2024 was 385,746. The principal industries of the County include tourism, agriculture, services, and light manufacturing. Incorporated areas within the County include the City of Fort Pierce, the City of Port St. Lucie and the Town of St. Lucie Village. See "APPENDIX A — General Information Concerning the County" attached hereto. County Government St. Lucie County is governed by five elected Commissioners and an appointed County Administrator. The Board operates as a non -charter government pursuant to Article VIII, Section (1)(f), of the Constitution of the State of Florida. The members of the County Commission and expiration of their current terms of office are: Commission Members Jamie Fowler, Chair Larry Leet, Vice Chair James Clasby Erin Lowry Cathy Townsend Date Term Ex ires November 2026 November 2026 November 2028 November 2028 November 2028 The Board has entrusted the position of County Administrator to George Landry. Mr. Landry supervises the day-to-day workings of the County, manages the annual budget and oversees the County's operating departments and divisions. Prior to becoming County Administrator, he served as Public Utilities and Solid Waste Director for St. Lucie County, and also served as St. Lucie County's Human Resources and Risk Manager. Mr. Landry retired from the United States Army after twenty years of 29 service, having earned two Bronze Stars and a Purple Heart. Landry earned a bachelor's and master's degree in Business Administration from Columbia Southern University. The County's Finance Director is Kimberly Warren. [Insert biography] The Management and Budget Director, appointed by and serving at the pleasure of the County Administrator, is responsible for preparing the County's annual budget and overseeing the County's procurement function. The County's Management and Budget Director is Jennifer Hill. Ms. Hill was appointed as Management and Budget Director on July 9, 2018. She joined the St. Lucie County Office of Management and Budget in December of 2003 and has worked for thirty years in governmental budgeting. She earned a Bachelor of Science degree from the University of Florida and a Masters of Business Administration from Florida Atlantic University. She is also a Certified Government Finance Officer. Management Discussion The original Fiscal Year 2024-2025 Budget ("Fiscal Year 2025 Budget") for the County was adopted by the Board on September 19, 2024, as shown below. The original Fiscal Year 2025 Budget was $795,411,550, comprised of the General Fund, the Special Revenue Funds, Debt Service Funds, Capital Project Funds, Enterprise Funds, Internal Service Funds and Trust and Agency Funds. The General Fund Budget for Fiscal Year 2025 was approximately $267,840,890 and represented an increase of 11.2% from the Fiscal Year 2024 adopted General Fund Budget ($240,939,782). The Fiscal Year 2025 Budget includes an aggregate millage rate of 8.0351 mills. A major portion of the County's revenues is Ad Valorem taxes, which is budgeted at $169,094,764, an increase of $17,689,408 over the Fiscal Year 2024 Budget. This increase is due to a 13.7% increase in taxable value, which is approximately $40 billion. However, since the County does not anticipate continued double-digit growth rates in taxable assessed value, it has taken steps to invest in deferred maintenance, address needed capital projects, and maintain a lean staff to address economic fluctuations. On the expenditures side, the Fiscal Year 2025 Budget includes investments in key areas such as housing, transit, airport, roads, stormwater, parks, the port area, and utility development in order to address the County's growing population rate while also maintaining a thriving community. Salaries across almost all of the County's divisions increased due to general wage adjustments for all employees to provide for continued competitive salary and benefits. The budget for public safety for Fiscal Year 2025 nearly double as compared to Fiscal Year 2024 at approximately $17 million to account for emergency management and inmate medical expenses. [Remainder of page intentionally left blank] 30 ST. LUCIE COUNTY, FLORIDA Fiscal Year 2024-2025 Adopted Budget Estimated Revenues Estimated Beginning Balances $92,151,777 Taxes: Ad Valorem 169,094,764 Other Taxes & fees 25,000 Licenses and Permits 0 Intergovernmental Revenues 5,254,196 Charges for Services 1,961,998 Fines and Forfeits 50,300 Miscellaneous Revenues 5,141,418 Other Financing Sources Interfund Transfers — In 2,991,000 Proceeds from Loans/Bonds 0 Internal Services & Other 0 Less 5% (8,829,563) Total Estimates Revenue Sources $267,840,890 Estimated Expenditures General Government Public Safety Physical Environment Transportation Economic Environment Human Services Court Related Culture & Recreation Capital Outlay Debt Service Other Financing Uses Interfund Transfers Transfer to Const. Officers Total Expenditures and Uses Estimated Ending Balance Total Expenditures and Uses $41,937,325 17,200,978 4,063,913 279,423 14,549,583 12,156,543 0 22,027,223 1,753,518 0 15,050,144 58,953,631 $187,972,281 79,868,609 $267,840,890 Source: St. Lucie County Board of County Commissioners Final Budget, Fiscal Year 2025. 31 Reserves By adoption of the Fiscal Year 2024-2025 Budget, the County adopted its reserve policy which establishes that the County strives to keep 20-25% of the General Fund and Fine & Forfeiture Fund budget in reserves_ If funds become available that would exceed this threshold, the County's capital project needs would be prioritized for the additional funding. The County is in compliance with the above policy. This policy may be modified from time to time. Debt Policy By adoption of the Fiscal Year 2024-2025 Budget, the County adopted its debt policy which establishes the following criteria: • Neither the Florida Constitution, Florida Statutes, nor the Board of County Commissioners place a limit on the amount of debt the voters may approve by referendum. However, as a practical matter, debt is limited by the availability of revenue streams to pay debt service, by market factors, and by Board/voter discretion. • In concert with the County Administrator and the County Finance Team, and to facilitate better short-term decisions, the Office of Management and Budget creates an annual debt schedule to the Board, which lists current debt and projects debt requirements. • The County will not fund operations or normal maintenance from the proceeds of long-term financing and will confine long-term borrowing and capital leases to capital improvements, projects, or equipment that cannot be financed from current or projected financial resources. To conserve the debt capacity as well as maintain a high bond rating the county will utilize pay-as- you-go financing to the maximum extent possible. • Notwithstanding extenuating circumstances, the County's debt capacity will be maintained within the following generally accepted benchmarks: o Direct debt per capita shall remain below four hundred dollars ($400.00). Direct debt includes general obligations and governmental fund bond debt. o Direct debt per capita as a percentage of income per capita should not exceed 2%. o Direct debt as a percentage of the final assessment value of taxable property as provided by the Office of the Property Appraiser shall not exceed 1%. o The ratio of direct debt service expenditures as a percentage of general governmental expenditures will not exceed 10%. General governmental expenditures are considered General Fund expenditures, Fine and Forfeitures Fund expenditures plus transfers to the Constitutional Officers, the Airport, the Port and all transfers to Internal Service Funds. 32 • The County strives to maintain a minimum underlying bond rating equivalent to "Upper Medium Grade" (Moody Rating Service A or Standard and Poor's A). The County shall request an evaluation of their underlying rating every five years as or as deemed necessary by the Board. • The County shall strive to keep the average maturity of general obligation bonds at or below fifteen (15) years. • When financing capital projects or equipment by issuing bonds, the County will amortize the debt over a term not to exceed the useful life of the project or piece of equipment. • Each year the County will review its outstanding debt for the purpose of determining the feasibility of refunding an issue. • To the maximum extend possible, the County will use special assessment (i.e., Municipal Services Benefit Unit) or self-supporting bonds (i.e. Revenue Bonds) in lieu of general obligation bonds so that those benefiting from the improvements will absorb all or part of the project costs. The County is in compliance with the above policy. Such policy may be modified from time to time. Investment Policy Pursuant to Sections 125.31 and 218.415, Florida Statutes, the Board established an investment policy applicable to all surplus funds held by or for the benefit of the County. Pursuant to such investment policy, the authorized investments are as follows: a. The Intergovernmental Investment Pool rated "AAAm" by Standard & Poor's or the equivalent by another nationally recognized self -regulatory organization (NRSRO) for a stable Net Asset Value (NAV) fund. If the stable NAV fund has no rating then the underlying securities must be either FDIC insured; collateralized under the Florida Security for Public Deposits Act, Chapter 280, Florida Statutes; or have a long term rating of "A" or better by a nationally recognized rating agency. For a floating NAV fund, the minimum rating will be AAf/S1 or the equivalent by a nationally recognized rating agency. b. Negotiable direct obligations of, or obligations the principal and interest of which are unconditionally guaranteed by the United States Government. Such securities will include, but not be limited to, the following: 1. Treasury Bills 2. Treasury Notes 3. Treasury Bonds C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by United States agencies provided such obligations are backed by the full faith and credit of the United 33 States Government. Such securities will include, but not be limited to, the following: Farmers Home Administration Government National Mortgage Association (GNMA) d. Bonds, debentures, notes of or other evidence of indebtedness issued or guaranteed by United States Government agencies (Federal Instrumentalities) which are not backed by the full faith and credit of the United States Government. Such securities will include, but not be limited to, the following: 1. Federal Farm Credit Bank (FFCB) 2. Federal Home Loan Bank or its district banks (FHLB) 3. Federal National Mortgage Association (FNMA) 4. Federal Home Loan Mortgage Corporation (Freddie -Mac) e. Non-negotiable interest -bearing time certificates of deposit, money market accounts or savings accounts in financial institutions organized under the laws of the United States, doing business and situated in this state, provided that any such deposits are secured by the Florida Security for Public Deposits Act, Chapter 280, Florida Statutes. f. Repurchase agreements collateralized by Treasury Bills or Notes having a maturity of two (2) years or less. g. Securities and Exchange Commission registered money market funds with the highest credit quality rating from a nationally recognized rating agency. h. Corporate Obligations or Corporate Notes of U.S. Corporations with at least two of the following three minimum ratings: A- by Standard & Poor's, A3 by Moody's, or A -by Fitch. i. Commercial Paper denominated in United States dollars that is rated, at the time of purchase, Prime-1 by Moody's and A-1 by Standard & Poor's (Prime Commercial Paper). If the Commercial Paper is backed by a letter of credit (LOC), the long-term debt of the LOC provider must be rated A or better by at least two nationally recognized rating agencies. j. Supranational Agencies — Debt obligations issued by multilateral organization of governments of which the U.S. is a shareholder and voting member, and are denominated in U.S. dollars, with highest Short -Term or Long -Term rating (A-1+/P-1, AAA/Aaa, or equivalent). Purchase authorization includes, but is not limited to, obligations of the following multilateral organizations: 1. International Bank for Reconstruction and Development (IBRD) 2. International Finance Corporation (IFC) 3. European Bank for Reconstruction and Development (EBRD) 4. Inter -American Development Bank (IADB) 5. Asian Development Bank (ADB) 6. African Development Bank (AFDB) Investment in derivative products is not authorized. For the purposes of this policy derivative products are defined as financial arrangements whose value are derived from changes in an underlying variable such as a stock, bond, stock index, interest rate index, currency, commodity, etc. Derivative 34 investments include, but are not limited to: futures contracts, options contracts, forward contracts, interest rate swaps, interest rate floor or ceiling contracts, and linked index investments. k. Equities, Mutual Funds and/or exchange -traded funds (ETFs) — Equities, shares in open-end and no-load equity and/or fixed -income mutual funds, and/or ETFs. The County is in compliance with the above policy. The County's investment policy may be modified from time to time. See also "SECURITY FOR THE SERIES 2025 BONDS" herein for a description of the provisions which govern the investment of moneys on deposit in funds and accounts established in the Resolution. LIABILITIES OF THE COUNTY Pension Plans The County employees participate in the Florida Retirement System ("FRS"). FRS was created pursuant to Chapter 121, Florida Statutes, to provide a defined benefit pension plan for participating public employees. See "APPENDIX A - General Information Concerning the County -Pension Plans" for additional information on the FRS. Other Post -Employment Benefits Pursuant to the provision of Section 112.0801, Florida Statutes, former employees who retire from the County and eligible dependents may continue to participate in the County's respective medical/prescription, vision, dental and life insurance plans as long as they pay the premium applicable to coverage elected. For the St. Lucie County Sheriff's Office employees, the County subsidizes a portion of the premiums. See "APPENDIX A - General Information Concerning the County -Other Post - Employment Benefits" for additional information on the County's post -employment benefit plans. LEGAL MATTERS Certain legal matters in connection with the issuance of the Series 2025 Bonds are subject to an approving legal opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, whose approving opinion (a form of which is attached hereto as "APPENDIX D - Form of Bond Counsel Opinion") will be available at the time of delivery of the Series 2025 Bonds. Certain legal matters will be passed on for the County by Daniel S. McIntyre, Esq., County Attorney, and Bryant Miller Olive P.A., Miami, Florida, Disclosure Counsel. Bond Counsel has not been engaged to, nor has it undertaken to, review (1) the accuracy, completeness or sufficiency of this Official Statement or any other offering material relating to the Series 2025 Bonds; provided, however, that Bond Counsel will render an opinion to the Purchaser of the Series 2025 Bonds (upon which opinion only the Purchaser may rely) relating to the correctness of the presentation of certain statements contained herein under the heading "TAX MATTERS" and certain statements which summarize provisions of the Resolution, the Series 2025 Bonds and federal tax law, and (2) the compliance with any federal or state law with regard to the sale or distribution of the Series 2025 Bonds. 35 LITIGATION There is no pending or, to the knowledge of the County, any threatened litigation against the County of any nature whatsoever which in any way questions or affects the validity of the Series 2025 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the collection of the Non -Ad Valorem Revenues. Neither the creation, organization or existence, nor the title of the present members of the Board, or other officers of the County is being contested. The County experiences claims, litigation, and various legal proceedings which individually are not expected to have a material adverse effect on the operations or financial condition of the County, but may, in the aggregate, have a material impact thereon. In the opinion of the County Attorney, however, the County will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences on the financial condition of the County. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectly offer or sell securities of the County except by an offering circular containing full and fair disclosure of all defaults as to principal or interest on its obligations since December 31, 1975, as provided by rule of the Office of Financial Regulation within the Florida Financial Services Commission (the "Commission"). Pursuant to administrative rulemaking, the Commission has required the disclosure of the amounts and types of defaults, any legal proceedings resulting from such defaults, whether a trustee or receiver has been appointed over the assets of the County, and certain additional financial information, unless the County believes in good faith that such information would not be considered material by a reasonable investor. The County is not and has not been in default on any bond issued since December 31, 1975 that would be considered material by a reasonable investor. The County has not undertaken an independent review or investigation of securities for which it has served as conduit issuer. The County does not believe that any information about any default on such securities is appropriate and would be considered material by a reasonable investor in the Series 2025 Bonds because the County would not have been obligated to pay the debt service on any such securities except from payments made to it by the private companies on whose behalf such securities were issued and no funds of the County would have been pledged or used to pay such securities or the interest thereon. TAX MATTERS Opinion of Bond Counsel In the opinion of Bond Counsel, the form of which is included as APPENDIX D hereto, the interest on the Series 2025 Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax under existing statutes, regulations, rulings and court decisions; provided, however, with respect to certain corporations, interest on the Series 2025 Bonds is taken into account in determining the annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed 36 on such corporations. Failure by the County to comply subsequent to the issuance of the Series 2025 Bonds with certain requirements of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to requirements regarding the use, expenditure and investment of Series 2025 Bond proceeds and the timely payment of certain investment earnings to the Treasury of the United States, may cause interest on the Series 2025 Bonds to become includable in gross income for federal income tax purposes retroactive to their date of issuance. The County has covenanted in the Resolution to comply with all provisions of the Code necessary to, among other things, maintain the exclusion from gross income of interest on the Series 2025 Bonds for purposes of federal income taxation. In rendering its opinion, Bond Counsel has assumed continuing compliance with such covenants. Internal Revenue Code of 1986 The Code contains a number of provisions that apply to the Series 2025 Bonds, including, among other things, restrictions relating to the use or investment of the proceeds of the Series 2025 Bonds and the payment of certain arbitrage earnings in excess of the "yield" on the Series 2025 Bonds to the Treasury of the United States of America. Noncompliance with such provisions may result in interest on the Series 2025 Bonds being included in gross income for federal income tax purposes retroactive to their date of issuance. Collateral Tax Consequences Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of, the Series 2025 Bonds. Prospective purchasers of Series 2025 Bonds should be aware that the ownership of Series 2025 Bonds may result in other collateral federal tax consequences. For example, ownership of the Series 2025 Bonds may result in collateral tax consequences to various types of corporations relating to (1) denial of interest deduction to purchase or carry such Bonds, (2) the branch profits tax, and (3) the inclusion of interest on the Series 2025 Bonds in passive income for certain Subchapter S corporations. In addition, the interest on the Series 2025 Bonds may be included in gross income by recipients of certain Social Security and Railroad Retirement benefits. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2025 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES REFERRED TO ABOVE. PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS FOR INFORMATION IN THAT REGARD. Other Tax Matters Interest on the Series 2025 Bonds may be subject to state or local income taxation under applicable state or local laws in other jurisdictions. Purchasers of the Series 2025 Bonds should consult their own tax advisors as to the income tax status of interest on the Series 2025 Bonds in their particular state or local jurisdictions. The Inflation Reduction Act, H.R. 5376 (the IRA), was passed by both houses of the U.S. Congress and was signed by the President on August 16, 2022. As enacted, the IRA includes a 15 percent alternative minimum tax to be imposed on the "adjusted financial statement income," as defined in the 37 IRA, of certain corporations for tax years beginning after December 31, 2022. Interest on the Series 2025 Bonds will be included in the "adjusted financial statement income" of such corporations for purposes of computing the corporate alternative minimum tax. Prospective purchasers that could be subject to this minimum tax should consult with their own tax advisors regarding the potential tax consequences of owning the Series 2025 Bonds. During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2025 Bonds. In some cases, such proposals have contained provisions that altered these federal tax consequences on a retroactive basis. Such alterations of federal tax consequences may have affected the market value of obligations similar to the Series 2025 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the Series 2025 Bonds and their market value. No assurance can be given that additional legislative proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon, the Series 2025 Bonds. Original Issue Discount Certain of the Series 2025 Bonds (the "Discount Bonds") may be offered and sold to the public at an original issue discount, which is the excess of the principal amount of the Discount Bonds over the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which initial offering price a substantial amount of the Discount Bonds of the same maturity was sold. Original issue discount represents interest which is excluded from gross income for federal income tax purposes to the same extent as interest on the Discount Bonds. Original issue discount will accrue over the term of a Discount Bond at a constant interest rate compounded semi-annually. An initial purchaser who acquires a Discount Bond at the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period such purchaser holds such Discount Bonds and will increase the adjusted basis in such Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Discount Bonds. The federal income tax consequences of the purchase, ownership and prepayment, sale or other disposition of Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those above. Owners of Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, prepayment or other disposition of such Discount Bonds and with respect to the state and local tax consequences of owning and disposing of such Discount Bonds. Original Issue Premium The Series 2025 Bonds may be offered and sold to the public at an initial offering price in excess of the principal amount of such Series 2025 Bond, which excess constitutes to an initial purchaser amortizable bond premium which is not deductible from gross income for Federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of the Series 2025 Bonds which term ends on the earlier of the maturity or call date for each Series 2025 Bond which minimizes the yield on said Series 2025 Bonds to the purchaser. For purposes of determining gain or loss on the sale or other disposition of a Series 2025 Bond, an initial purchaser who acquires such obligation in the initial offering to the public at the initial offering price is 38 required to decrease such purchaser's adjusted basis in such Series 2025 Bond annually by the amount of amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning such Series 2025 Bonds. The federal income tax consequences of the purchase, ownership and sale or other disposition of Series 2025 Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. Owners of the Series 2025 Bonds are advised that they should consult with their own tax advisors with respect to the state and local tax consequences of owning such Series 2025 Bonds. RATINGS Moody's and S&P Global Ratings, Inc. are expected to assign their ratings of " " and " " (stable outlook), respectively, to the Series 2025 Bonds. The ratings reflect only the views of said rating agencies and an explanation of the ratings may be obtained only from said rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or withdrawal of any of such ratings, may have an adverse effect on the market price of the Series 2025 Bonds. An explanation of the significance of the ratings can be received from the rating agencies. FINANCIAL ADVISOR The County has retained PFM Financial Advisors, LLC, Orlando, Florida, as Financial Advisor in connection with the County's financing plans and with respect to the authorization and issuance of the Series 2025 Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in the Official Statement. The Financial Advisor did not participate in the underwriting of the Series 2025 Bonds. INDEPENDENT ACCOUNTANTS The Independent Auditors' Report of the County for the Fiscal Year ending September 30, 2024 and report relating to the Basic Financial Statements contained therein of (the "Independent Certified Public Accountants") are attached hereto as "APPENDIX B — Independent Auditors' Report of the County." Such statements speak only as of September 30, 2024. The Independent Certified Public Accountants have not consented to the use thereof herein. Such documents are attached hereto as a public record. The Independent Certified Public Accountants have not been requested to review this Official Statement in connection with the issuance of the Series 2025 Bonds. The Independent Auditors' Report attached hereto as "APPENDIX B — Independent Auditors' Report" is presented for general information purposes only. The County covenanted and agreed in the Resolution to, immediately after the close of each Fiscal Year, cause the financial statements of the County to be properly audited by a recognized independent certified public accountant or recognized independent firm of certified public accountants, and shall require such accountants to complete their report on the annual financial statements in 39 accordance with applicable law. The annual financial statement shall be prepared in conformity with generally accepted accounting principles consistently applied. COMPETITIVE SALE The Series 2025A Bonds are being purchased at competitive sale by (the "2025A Purchaser"), at a purchase price equal to $ (taking into account net original issue premium/discount on the Series 2025A Bonds of $ and a 2025A Purchaser's discount of $ ). The 2025A Purchaser's obligations are subject to certain conditions precedent described in the Official Notice of Sale, and it will be obligated to purchase all of the Series 2025A Bonds if any Series 2025A Bonds are purchased. The yields shown on the inside cover page of this Official Statement were furnished by the 2025A Purchaser. All other information concerning the nature and terms of any re- offering should be obtained from the Purchaser and not the County. The Series 2025B Bonds are being purchased at competitive sale by (the "2025B Purchaser"), at a purchase price equal to $ (taking into account net original issue premium/discount on the Series 2025B Bonds of $ and a 2025B Purchaser's discount of $ ). The 2025B Purchaser's obligations are subject to certain conditions precedent described in the Official Notice of Sale, and it will be obligated to purchase all of the Series 2025B Bonds if any Series 2025B Bonds are purchased. The yields shown on the inside cover page of this Official Statement were furnished by the 2025B Purchaser. All other information concerning the nature and terms of any re- offering should be obtained from the 2025B Purchaser and not the County. LEGALITY FOR INVESTMENT The Series 2025 Bonds constitute legal investments in the State for state, county, municipal and all other public funds and for banks, savings banks, insurance companies, executors, administrators, trustees and all other fiduciaries, and also constitute securities eligible as collateral security for all state, county, municipal and other public funds. CONTINGENT FEES The County has retained Bond Counsel, the Financial Advisor and Disclosure Counsel with respect to the authorization, sale, execution and delivery of the Series 2025 Bonds. Payment of the fees of such professionals are contingent upon the issuance of the Series 2025 Bonds. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2025 Bonds upon an event of default under the Resolution, are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Resolution and the Series 2025 Bonds, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2025 Bonds (including Bond Counsel's approving opinion) will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted 40 before or after such delivery. See "APPENDIX C - The Resolution" attached hereto for a description of events of default and remedies. CONTINUING DISCLOSURE The County will covenant for the benefit of the owners of the Series 2025 Bonds to provide certain financial information and operating data relating to the County (the "Annual Report"), and to provide, or cause to be provided, notices of the occurrence of certain enumerated events. Annual financial information and operating data of the County will be filed by the County with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access System (" EMMA"). The notices of material events, when and if they occur, shall be timely filed by the County with EMMA. The specific nature of the financial information, operating data, and of the type of events which trigger a disclosure obligation, and other details of the undertaking are described in "APPENDIX E — Form of Continuing Disclosure Certificate" attached hereto. The Continuing Disclosure Certificate shall be executed by the County prior to or upon the issuance of the Series 2025 Bonds. These covenants have been made in order to assist the Underwriters in complying with the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission (the "Rule"). With respect to the Series 2025 Bonds, no party other than the County is obligated to provide any continuing disclosure information with respect to the Rule. While not considered by the County to be a material failure to comply, at various times during the past five years, the County has inadvertently failed to file notices of events timely regarding the ratings changes of the insurers of their respective indebtedness. Notices have since been filed indicating the current ratings of the bond insurers which insure their currently outstanding indebtedness. All such failures have been cured as of the date hereof. The County has aligned all of its EMMA filings to ensure compliance under its continuing disclosure undertakings. The County fully anticipates satisfying all future obligations required pursuant to the Rule. FORWARD -LOOKING STATEMENTS This Official Statement contains certain "forward -looking statements" concerning the County's operations, performance and financial condition, including its future economic performance, plans and objectives and the likelihood of success in developing and expanding. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond the control of the County. The words "may," "would," "could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions are meant to identify these forward -looking statements. Actual results may differ materially from those expressed or implied by these forward - looking statements. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The references, excerpts, and summaries of all documents, statutes, and information concerning the County and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the Series 2025 Bonds, the security for the payment of the Series 2025 Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. 41 Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2025 Bonds. The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements. [Remainder of page intentionally left blank] EPA AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the County. At the time of delivery of the Series 2025 Bonds, the County will furnish a certificate to the effect that nothing has come to its attention which would lead it to believe that the Official Statement (other than information herein related to DTC, the book -entry only system of registration and the information contained under the caption "TAX MATTERS" as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2025 Bonds, contains an untrue statement of a material fact 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 to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA By Chair, Board of County Commissioners By County Administrator 43 APPENDIX A GENERAL INFORMATION CONCERNING THE COUNTY THE FOLLOWING INFORMATION CONCERNING ST. LUCIE COUNTY, FLORIDA (THE "COUNTY") IS INCLUDED ONLY FOR THE PURPOSE OF PROVIDING GENERAL BACKGROUND INFORMATION. THE INFORMATION HAS BEEN COMPILED ON BEHALF OF THE COUNTY AND SUCH COMPILATION INVOLVED ORAL AND WRITTEN COMMUNICATIONS WITH THE VARIOUS SOURCES INDICATED HEREIN. THE INFORMATION IS SUBJECT TO CHANGE, ALTHOUGH EFFORTS HAVE BEEN MADE TO UPDATE THE INFORMATION WHERE PRACTICABLE. CERTAIN OF THE TABLES THAT FOLLOW IN THIS APPENDIX HAVE BEEN DERIVED FROM THE STATISTICAL SECTION OF THE COUNTY'S COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2024. BACKGROUND The County is located on the east south central coast of Florida,' and encompasses an area of approximately 581 square miles. It is bounded on the north by Indian River County, on the west by Okeechobee County, on the south by Martin County and on the east by the Atlantic Ocean. Fort Pierce is the County Seat and is located approximately 60 miles north of West Palm Beach and 100 miles southeast of Orlando. The estimated population of the County as of April 1, 2024 was 385,746. The principal industries of the County include tourism, agriculture, services, and light manufacturing. Incorporated areas within the County include the City of Fort Pierce, the City of Port St. Lucie and the Town of St. Lucie Village. EDUCATIONAL FACILITIES The County public school district has seventeen elementary schools, nine elementary/middle combination schools, four middle schools, one middle/high combination school, six senior high schools, two alternative schools, six charter schools, seven magnet schools and two virtual schools. There are twenty-six private schools supplementing the public school system. Within the City, there are three institutions of higher education. The list includes two private colleges, Keiser University and Fortis Institute, and one public institution, the St. Lucie West campus of Indian River State College (IRSC). Keiser University focuses on vocational education, and associate, bachelor, and graduate degrees for non-traditional students. Fortis University focuses on healthcare education. IRSC is a four-year state college located in Fort Pierce with locations in surrounding counties. It operates the Pruitt Campus in the master planned community of St. Lucie West. Bachelor's degrees are offered in applied science, biology, education, nursing, and digital media as well as associate degrees. CLIMATE St. Lucie County features a warm humid subtropical climate, falling just short of having a true tropical climate. Summers are usually hot, with temperatures averaging low 90s. Winters are usually mild to warm, with average temperatures around 70°F. The average yearly precipitation is around 53.5 in. A-1 AGRICULTURE The County is the 7th largest aquaculture economy in the State, the 6th largest fruit -producing county in the State, and 1st in grapefruit acreage. According to the 2020 census, the County has a total area of approximately 572 square miles. Approximately fifty-three percent (53%) of the County's land is classified as agriculture. According to the U.S. Department of Commerce's 2012 Census of Agriculture, as of 2012 there were 406 counted farms in the County, encompassing approximately 195,155 acres. The market value of all agricultural products (i.e., crops and livestock) produced in the County amounted to $140 million in sales. TOURISM AND RECREATION A combination of favorable climate and available recreational assets such as 21 miles of beaches, tennis courts, golf courses, world class fishing, and a thriving arts and culture scene has made tourism an important industry in St. Lucie County. Within the County, there are 63 hotels, motels, RV parks, and campgrounds with approximately 4,800 total units. The County also has over 319 licensed dining establishments with an estimated seating capacity in excess of 27,000. The County has one inlet, located at its northeast corner and is connected to the federally -maintained Intracoastal Waterway. City residents have easy access to the Atlantic Ocean by way of the North Fork of the St. Lucie River through its protected, tree -lined waterway meandering through the City. Besides boating and fishing, the City maintains 151 acres of developed Community Parks, 102 acres of developed neighborhood parks and maintains an additional 659 acres of open space parks, natural resource based parks/preserves and a botanical gardens. Community parks have lighted facilities for organized athletic programs. The City also owns and operates the Saints Golf Course, an 18-hole championship golf course. The Port St. Lucie MIDFLORIDA Event Center is a unique, state-of-the-art 100,000 square foot facility, featuring two grand ballrooms, an outdoor amphitheater, festival grounds, recreation wing and outdoor Martin Health System Village Square and Stage. The Event Center welcomes many for concerts, events, festivals and fitness and recreational opportunities. TRANSPORTATION FACILITIES The County is situated in an area where the Florida Turnpike, Interstate 95, US Highway 1, the St. Lucie County International Airport, the Port of Fort Pierce and the Florida East Coast Railway system are in close proximity to each other. This provides for easy access to County amenities, commercial opportunities, as well as access to other parts of the state. [Remainder of page intentionally left blank] A-2 POPULATION STATISTICS The County has experienced rapid growth which exceeded the state growth rate over the last two years. The following table presents historical population growth for the County and State for the period of 2015 to 2024. POPULATION STATISTICS FOR ST. LUCIE COUNTY AND STATE OF FLORIDA ST. LUCIE COUNTY STATE OF FLORIDA Year Population % Change Population % Change 2015 287,749 1.7% 19,815,183 1.6% 2016 292,826 1.8 20,148,654 1.7 2017 297,634 1.6 20,484,142 1.7 2018 302,432 1.6 20,840,568 1.7 2019 309,359 2.3 21,208,589 1.8 2020 322,265 4.2 21,596,068 1.8 2021 340,060 5.5 21,898,945 1.7 2022 350,518 3.1 22,276,132 3.4 2023 368,628 5.2 22,634,867 1.6 2024 385,746 4.6 23,014,551 1.7 Source: U.S. Department of Commerce, Bureau of Census, Universitj of Florida, College of Business Administration, Population Division, Bureau of Economic and Business Research, Florida Statistical Abstract 2024. [Remainder of page intentionally left blank] A-3 ASSESSED VALUATIONS ST. LUCIE COUNTY, FLORIDA Centrally Total Fiscal Real Personal Assessed Assessed Taxable(4) Year Property(l)(3) Property Property(2) Valuation i1>(2)(3) Exemptions Valuation 2015 $19,129,945,370 $4,705,184,312 $45,267,354 $23,880,397,036 $8,252,543,413 $15,627,853,623 2016 20,798,536,263 4,764,247,534 47,059,119 25,609,842,916 9,346,234,656 16,263,608,260 2017 23,803,131,703 4,904,290,106 51,255,131 28,758,676,940 11,229,648,182 17,529,028,758 2018 26,309,544,460 4,867,376,272 53,715,949 31,230,636,681 12,419,990,146 18,810,646,535 2019 31,301,456,336 5,446,300,677 54,542,101 36,802,299,114 9,187,882,259 27,614,416,855 2020 32,478,506,863 5,524,820,726 53,875,954 38,057,203,543 8,944,896,988 29,112,306,555 2021 36,809,572,794 5,532,660,118 55,286,149 42,397,519,061 11,134,583,743 31,262,935,318 2022 50,141,545,736 5,684,251,243 59,207,856 55,885,048,222 20,024,749,693 35,860,298,529 2023 60,134,388,699 6,039,055,446 62,234,416 66,235,678,561 24,754,801,037 41,480,877,524 2024 64,240,349,218 6,445,735,248 81,634,792 70,767,719,258 24,269,477,039 46,498,242,219 Source: St. Lucie County Annual Comprehensive Financial Report for Fiscal Year ending September 30, 2024. (1) Total assessed value based on approximately 80% of estimated actual value- (2) Centrally assessed property that is assessed by the State of Florida rather than by the Property Appraiser (property located in more than one county). Centrally assessed property is primarily railroad property. (3) The breakdown of commercial and non-commercial real property assessed value is not available. (4) The Taxable Valuation is the difference between the Total Assessed Valuation and the Exemptions. [Remainder of page intentionally left blank] A-4 x ° o Cn C G H V m N ti N o0 m a\ N m CD c+ "D o rn� �o \0 m\0 rn a o m c0 00 �D Ln O - di N -tx +^ \.o m UCi d+ Cri oo n (0; Lri L V U') m m m rn rn rti 00 N O F N ' \,D "I'O In d1 m —4 Lr) N O O O \,o a\ 4 O , CV CV c" 0 m It Ln D N d1 O d o0 U, �--1 f r r i N N N N v ++ Lo 0 x ° rn\0�° O O � m m q -,t 4� v+ N a, - a\ N "D , 00 ... cV C d+ r+ L L'� L r-i Oo y .Qi 00 Ln m N N m a A U � w o H p y o rt+ r N n N m N O N O •.. .a N N NM N ro cn m \D m CO m v u x a\ aN aN 0" ON� 0" ON ON�142 � d rn rn rn rn ON rn rn ON ON rn U X m 00 a1 O Un N N m N 110 N d1 d{ m d+ N m (7\ N U') z C - m a1 a-, \D N of mot+ r-i O N C� N r-i ri d+ ++ N 00 00 --I ZD "D O v--i N CJ Fy u N Ln d1 to a1 co ti Lo N y w O O a; \O a1 '1 O "o N CV D N N N N VU eta ems•+ d p 01 N m d\ t m m a, m O rz m m N .c -4 14 N 00 -4 Cn U � L C t ri � \O ,I M Lr) v� •.r �n \ I N N N CD CD CA Ln Ln ct D w cf O ui � o0 Lo m m N �o m U) -t 00 O ;:tO - �-+ � - cf [� mW 1HH �--� -nO ti N w �--� CDti N to N N N N N N � a O }'' -,I' �i U) "D N co a� O U m 0 r- 0 i- r-+ ~ N N N 0 0 0 0 0 0 0 N 0 N 0 c� x >1 N N N N N N N N N N eC H a u s. � U d >4 -n NM a1 O N m d+ C) rD C) 4� " N N N N N �-r 'O O C) O O C) O O 0 CD O O O O cl�j W N N N N N N N N N N •� W 0 m v m En u v cu w v ° r m Vim+ t�C X U u cC O G �+U y o G m _� `° Cd U)CZ �] +' 5 o m ca A� o a� :2 S`� co C) O v (3)0 N v u v 0 H u Q u u N y 0 m •� m CL) p o ro y 0 U o EA CZ 0 O d c ASSESSMENT OF TEN LARGEST PRINCIPAL PROPERTY TAXPAYERS ST. LUCIE COUNTY, FLORIDA Taxpayer Total Taxable Percent of Total Value Taxes Levied Florida Power & Light Corp. $ 3,859,304,776 5.45% Tr Int Imp Trust Fund $175,056,781 0.25% IH6 Property Florida LP $147,861,657 0.21% Wal-Mart Stores Est LP $132,638,092 0.19% Wynne Building Corp. $130,266,950 0.18% Tropicana Manufacturing Co., Inc. $111,175,080 0.16% HCA/Lawnwood Medical Center $104,351,026 0.15% TREA Midway Road LLC $92,405,100 0.13% Martin Memorial Medical Center $89,380,892 0.13% FKH SIR CI LP $87,845,043 0.12% Source: St. Lucie County Annual Comprehensive Financial Report for Fiscal Year ending September 30, 2024. MAJOR EMPLOYERS ST. LUCIE COUNTY, FLORIDA 2024 Employer Number of Employees St. Lucie County School Board 5,678 HCA/Lawnwood & St. Lucie Medical Center 2,833 Publix 2,170 St. Lucie County Government 1,960 Cleveland Clinic Martin Health 1,544 City of Port St. Lucie 1,414 Wal-Mart Distribution Center 1,273 Indian River State College 734 Pursuit Boats 652 Florida Power & Light 610 Source: St. Lucie County Annual Comprehensive Financial Report for Fiscal Year ending September 30, 2024. Note: St. Lucie County Government includes the Board of County Commissioners, Clerk of the Circuit Court, Property Appraiser, Tax Collector, Sheriff and Supervisor of Elections. A-6 UNEMPLOYMENT RATES The unemployment rate for the County is generally higher than the unemployment rate for the State due, in part, to the greater dependence on agricultural and construction employment within the County and seasonal variations related to such employment. In the latest preliminary figures available, the County's unemployment rate for 2024 was 3.8%, while the overall unemployment rate for the State was 3.6%. Labor Force St. Lucie County, Florida Unemployment Unemployment Year Labor Force Employment Number Rate 2015 129,041 115,651 13,390 10.4 % 2016 130,404 119,663 10,741 8.2 2017 131,823 123,346 8,477 6.4 2018 135,657 127,736 7,921 5.8 2019 139,075 131,816 7,259 5.2 2020 142,627 136,218 6,409 4.5 2021 150,366 143,002 7,364 4.9 2022 159,615 154,745 4,870 3.1 2023 237,290 229,439 7,851 3.3 2024 239,334 230,361 8,974 3.8 State of Florida Unemployment Unemployment Year Labor Force Employment Number Rate 2015 9,630,000 9,173,000 457,000 4.7 2016 9,841,000 9,360,000 481,000 4.9 2017 10,032,000 9,606,000 426,000 4.2 2018 10,166,000 9,798,000 368,000 3.6 2019 10,330,000 9,991,000 339,000 3.3 2020 10,114,000 9,333,000 782,000 7.7 2021 10,308,452 9,843,057 469,711 4.6 2022 10,628,462 10,389,001 313,000 2.9 2023 10,988,565 10,668,886 318,627 2.9 2024 11,034,437 10,664,979 362,097 3.3 Source: U.S. Bureau of Labor Statistics, Unemployment in States and Local Areas (all other areas). [Remainder of page intentionally left blank] A-7 Source: PERSONAL INCOME (2015-2024) Total Personal Per Capita Year Income (000's) Income 2015 10,695,585 35,978 2016 11,538,691 37,762 2017 12,038,274 38,441 2018 12,778,825 39,881 2019 13,501,095 41,125 2020 14,825,941 43,970 2021 17,192,028 50,038 2022 18,282,752 52,363 2023 20,488,368 54,842 2024 N/A N/A BANK DEPOSITS Last 10 Fiscal Years St. Lucie County (in thousands) Year Banks 2015 $502,929,707 2016 $541,660,075 2017 $563,792,853 2018 $585,831,860 2019 $603,555,140 2020 $710,548,675 2021 $808,085,250 2022 $876,440,410 2023 $833,567,699 2024 $831,131,222 Source: uw w.FDIC. ov. Summary of Deposits. [Remainder of page intentionally left blank] A-8 BUILDING PERMIT ACTIVITY ST. LUCIE COUNTY, FLORIDA (2015-2024) Total Value Year ($000) 2015 $98,787,297 143 2016 $136,696,935 225 2017 $164,411,879 274 2018 $235,308,107 366 2019 $230,046,229 347 2020 $234,762,488 409 2021 $341,090,200 568 2022 $574,987,594 499 2023 $673,481,458 645 2024 $720,193,818 663 Single Family Source: Florida Statistical Abstract 2015, U.S. Bureau of Census, 2016 data from St. Lucie County, Florida. [Remainder of page intentionally left blank] A-9 PENSION PLANS The information relating to the Florida Retirement System ("FRS ") contained herein has been obtained from the FRS Pension Plan and Other State Administered Systems Comprehensive Annual Financial Reports available at www. dms.myflorida.com/workforce—operations/retirement/publications/annual—reports and the Florida Comprehensive Annual Financial Reports available at www. myfloridacfo.com/division/aa/Reports/. No representation is made by the County as to the accuracy or adequacy of such information or that there has not been any material adverse change in such information subsequent to the date of such information. The Florida Retirement System (the "FRS") is a cost -sharing multiple -employer public -employee retirement system with two primary plans — the FRS defined benefit pension plan (the "FRS Pension Plan') and the FRS defined contribution plan (the "FRS Investment Plan'). Florida Retirement System Membership. FRS membership is compulsory for all employees filling a regularly established position in a state agency, county agency, state university, state community college, or district school board. Participation by cities, municipalities, special districts, charter schools, and metropolitan planning organizations, although optional, is generally irrevocable after election to participate is made. Members hired into certain positions may be eligible to withdraw from the FRS altogether or elect to participate in the non-integrated optional retirement programs in lieu of the FRS except faculty of a medical college in a state university who must participate in the State University System Optional Retirement Program. There are five general classes of membership, as follows: • Regular Class - Members of the FRS who do not qualify for membership in the other classes. • Senior Management Service Class ("SMSC") - Members in senior management level positions in state and local governments as well as assistant state attorneys, assistant statewide prosecutors, assistant public defenders, assistant attorneys general, deputy court administrators, and assistant capital collateral representatives. Members of the Elected Officers' Class may elect to withdraw from the FRS or participate in the SMSC in lieu of the Elected Officers' Class. • Special Risk Class - Members who are employed as law enforcement officers, firefighters, firefighter trainers, fire prevention officers, state fixed -wing pilots for aerial firefighting surveillance, correctional officers, emergency medical technicians, paramedics, community -based correctional probation officers, youth custody officers (from July 1, 2001 through June 30, 2014), certain health-care related positions within state forensic or correctional facilities, or specified forensic employees of a medical examiner's office or a law enforcement agency, and meet the criteria to qualify for this class. Special Risk Administrative Support CIass - Former Special Risk Class members who are transferred or reassigned to nonspecial risk law enforcement, firefighting, emergency medical care, or correctional administrative support positions within an FRS special risk -employing agency. A-10 • Elected Officers' Class ("EOC") - Members who are elected state and county officers and the elected officers of cities and special districts that choose to place their elected officials in this class. Beginning July 1, 2001, through June 30, 2011, the FRS Pension Plan provided for vesting of benefits after six years of creditable service for members initially enrolled during this period. Members not actively working in a position covered by the FRS Pension Plan on July 1, 2001, must return to covered employment for up to one work year to be eligible to vest with less service than was required under the law in effect before July 1, 2001. Members initially enrolled on or after July 1, 2001, through June 30, 2011, vest after six years of service. Members initially enrolled on or after July 1, 2011, vest after eight years of creditable service. Members are eligible for normal retirement when they have met the requirements listed below. Early retirement may be taken any time after vesting within 20 years of normal retirement age; however, there is a 5% benefit reduction for each year prior to the normal retirement age. Regular Class, Senior Management Service Class, and Elected Officers' Class Members - For members initially enrolled in the FRS Pension Plan before July 1, 2011, six or more years of creditable service and age 62, or the age after completing six years of creditable service if after age 62. Thirty years of creditable service regardless of age before age 62. For members initially enrolled in the FRS Pension Plan on or after July 1, 2011, eight or more years of creditable service and age 65, or the age after completing eight years of creditable service if after age 65. Thirty- three years of creditable service regardless of age before age 65. • Special Risk Class and Special Risk Administrative Support Class Members - For members initially enrolled in the FRS Pension Plan before July 1, 2011, six or more years of Special Risk Class service and age 55, or the age after completing six years of Special Risk Class service if after age 55. Twenty-five years of special risk service regardless of age before age 55. A total of 25 years of service including special risk service and up to four years of active duty wartime service and age 52. Without six years of Special Risk Class service, members of the Special Risk Administrative Support Class must meet the requirements of the Regular Class. For members initially enrolled in the FRS Pension Plan on or after July 1, 2011, eight or more years of Special Risk Class service and age 60, or the age after completing eight years of Special Risk Class service if after age 60. Thirty years of special risk service regardless of age before age 60. Without eight years of Special Risk Class service, members of the Special Risk Administrative Support Class must meet the requirements of the Regular Class. Benefits. Benefits under the FRS Pension Plan are computed on the basis of age, average final compensation, creditable years of service, and accrual value by membership class. Members are also eligible for in -line -of -duty or regular disability and survivors' benefits. Pension benefits of retirees and annuitants are increased each July 1 by a cost -of -living adjustment. If the member is initially enrolled in the FRS Pension Plan before July 1, 2011, and all service credit was accrued before July 1, 2011, the annual cost -of -living adjustment is 3% per year. If the member is initially enrolled before July 1, 2011, and has service credit on or after July 1, 2011, there is an individually calculated cost -of -living adjustment. The annual cost -of -living adjustment is a proportion of 3% determined by dividing the sum of the pre -July 2011 service credit by the total service credit at retirement multiplied by 3%. FRS Pension Plan members initially enrolled on or after July 1, 2011, will not have a cost -of -living adjustment after retirement. The Deferred Retirement Option Program ("DROP") became effective July 1, 1998. FRS Pension Plan members who reach normal retirement are eligible to defer receipt of monthly benefit payments while A-11 continuing employment with an FRS employer. An employee may participate in the DROP for a maximum of 60 months. Authorized instructional personnel may participate in the DROP for up to 36 additional months beyond their initial 60-month participation period. Monthly retirement benefits remain in the FRS Trust Fund during DROP participation and accrue interest. As of June 30, 2024, the FRS Trust Fund held $3,274,890,005 in accumulated benefits for 31,213 DROP participants. Of these 31,213 DROP participants, 29,946 were active in the DROP with balances totaling $3,084,275,319. The remaining participants were no longer active in the DROP with balances totaling $190,614,686 to be processed after June 30, 2024. Administration. The Department of Management Services, Division of Retirement administers the FRS Pension Plan. The State Board of Administration (the "SBA") invests the assets of the Pension Plan held in the FRS Trust Fund. Costs of administering the FRS Pension Plan are funded from earnings on investments of the FRS Trust Fund. Reporting of the FRS Pension Plan is on the accrual basis of accounting. Revenues are recognized when earned and expenses are recognized when the obligation is incurred. Contributions. All participating employers must comply with statutory contribution requirements. Section 121.031(3), Florida Statutes, requires an annual actuarial valuation of the FRS Pension Plan, which is provided to the Legislature as guidance for funding decisions. Employer and employee contribution rates are established in Section 121.71, Florida Statutes. Employer contribution rates under the uniform rate structure (a blending of both the FRS Pension Plan and Investment Plan rates) are recommended by the actuary but set by the Legislature. Statutes require that any unfunded actuarial liability ("UAL") be amortized within 30 plan years. Pursuant to Section 121.031(3)(f), Florida Statutes, any surplus amounts available to offset total retirement system costs are to be amortized over a 10-year rolling period on a level -dollar basis. The balance of legally required reserves for all defined benefit pension plans at June 30, 2024, was $198,685,586,034. These funds were reserved to provide for total current and future benefits, refunds, and administration of the FRS Pension Plan. [Remainder of page intentionally left blank] A-12 Effective July 1, 2011, both employees and employers of the FRS Fare required to make contributions to establish service credit for work performed in a regularly established position. Effective July 1, 2002, the Florida Legislature established a uniform contribution rate system for the FRS, covering both the FRS Pension Plan and the FRS Investment Plan. The uniform rates for Fiscal Year 2024 are as follows: Membership Class Regular Special Risk Special Risk Administrative Support Elected Officers — Judges Elected Officers - Legislators/Attorneys/Cabinet Elected Officers — County, City, Special Districts Senior Management Service Deferred Retirement Option Program Employee Contribution Rate 3.00% 3.00 3.00 3.00 3.00 3.00 3.00 N/A Employer Contribution Rate(') 11.51% 30.61 37.76 42.83 56.62 32.46 19.13 Total Contribution Rate 14.51 % 33.61 40.76 45.83 63.66 59.62 35.46 19.13 (1) These rates include the normal cost and unfunded actuarial liability contributions but do not include the 2.00% contribution for the HIS and the fee of 0.06% for administration of the FRS Investment Plan and provision of educational tools for both plans. Source: Florida Retirement System Pension. Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2024. [Remainder of page intentionally left blank] A-13 Pension Amounts for the FRS Pension Plan. Schedule of Changes in Net Pension Liability and Related RatiosM (in thousands) Total Pension Liability June 30, 2024 June 30, 2023 June 30, 2022 Service cost $ 3,047,443 $ 2,770,121 $ 2,635,672 Interest on total pension liability 14,931,144 14,331,551 14,012,135 Effect of plan changes - 1,332,907 99,285 Effect of economic/demographic (gains) 1,475,374 3,144,482 1,243,179 orlosses Effect of assumption changes or inputs 4,720,493 - 2,437,637 Benefit payments (13,008,367) (12,809,300) (12,629,514) Net change in total pension liability 11,166,088 8,769,760 7,798,395 Total pension liability, beginning Total pension liability, ending (a) Fiduciary Net Position Employer contributions Member contributions Investment income net of investment expenses 226,204,201 217,434,441 209, 636,046 $237,370,289 $226,204,201 $217,434,441 $ 5,662,633 $ 4,810,643 $ 4,267,182 808,465 788,863 769,228 18,894,504 13,367,803 (14,240,179) Benefit payments (13,008,367) (12,809,300) (12,629,514) Administrative expenses (29,015) (27,048) (22,495) Net change in plan fiduciary net position 12,328,220 6,130,961 (21,855,778) Fiduciary net position, beginning 186,357,366 180,226,405 202,082,183 Fiduciary net position, ending (b) $198,685,586 $186,357,366 $180,226,405 Net pension liability, ending = (a) — (b) $ 38,684,703 $ 39,846,835 $ 37,208,036 Fiduciary net position as a % of total pension liability 83.70% 82.38% 82.89% Covered payroll(l) $44,621,000 $41,958,000 $38,679,800 Net pension liability as a % of covered payroll 86.70% 94.97% 96.20% M Reflects restatement of beginning net position at July 1, 2019, due to correction for an interfund receivable. (2) Reflects restatement of beginning net position at July 1, 2017, due to implementation of GASB 75, Accounting and Financial Reporting for Postemployment Benefits Other than Pensions. (3) For June 30, 2015, and later, covered payroll shown includes the payroll for FRS Investment Plan members and payroll on which only UAL rates are charged. Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2024. A-14 Actuarial Methods and Assumptions for the FRS Pension Plan. The total pension liability was determined by an actuarial valuation as of the valuation date of July 1, 2024, calculated based on the discount rate and actuarial assumptions below: June 30, 2023 June 30, 2024 Discount rate 6.70% 6.70% Long-term expected rate of return, net of investment 6.70% 6.70% expense Bond Buyer General Obligation 20-Bond Municipal Bond N/A N/A Index Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2024. The plan's fiduciary net position was projected to be available to make all projected future benefit payments of current active and inactive employees in the determining the projected depletion date. Therefore, the discount rate for calculating the total pension liability is equal to the long-term expected rate of return. The actuarial assumptions used to determine the total pension liability as of June 30, 2024, were based on the results of an actuarial experience study for the period July 1, 2018 - June 30, 2023. Valuation Date Measurement Date Asset Valuation Method Inflation Salary increase including inflation Mortality Actuarial cost method July 1, 2024 June 30, 2024 Fair Market Value 2.40% 3.55% PUB-2010 base table varies by member category and sex, projected generationally with Scale MP-2021 Individual Entry Age Normal Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2024. Sensitivity Analysis for the FRS Pension Plan. The following presents the net pension liability of the FRS, calculated using the discount rate of 6.70%, as well as what the FRS's net pension liability would be if it were calculated using a discount rate that is one percentage point lower (5.70%) or one percentage point higher (7.70%) than the current rate. Current 1% Decrease Discount Rate 1% Increase 5.70% 6.70% 7.70% Total pension liability $266,730,624,000 $237,370,289,000 $212,774,781,000 Fiduciary net position 198,685,586,034 198,685,586,034 198,685,586,034 Net pension liability $68,045,037,966 $38,684,702,966 $14,089,194,966 Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2024. A-15 Retiree Health Insurance Subsidy The Retiree Health Insurance Subsidy ("HIS") Program is a cost -sharing multiple -employer defined benefit pension plan established under Section 112.363, Florida Statutes. The benefit is a monthly payment to assist retirees of state -administered retirement systems in paying their health insurance costs and is administered by the Division of Retirement within the Department of Management Services. For the State Fiscal Year ended June 30, 2024, eligible retirees and beneficiaries received a monthly HIS payment equal to the number of years of creditable service completed at the time of retirement multiplied by $7.50. The payments are at least $45 but not more than $225 per month, pursuant to Section 112.363, Florida Statutes. To be eligible to receive a HIS benefit, a retiree under a state -administered retirement system must provide proof of health insurance coverage, which can include Medicare. The HIS Program is funded by required contributions from FRS participating employers as set by the Legislature. Employer contributions are a percentage of gross compensation for all active FRS members. For the State Fiscal Year ended June 30, 2024, the contribution rate was 2.00% of payroll pursuant to Section 112.363, F.S. HIS contributions are deposited in a separate trust fund from which HIS payments are authorized. HIS benefits are not guaranteed and are subject to annual legislative appropriation. In the event the legislative appropriation or available funds fail to provide full subsidy benefits to all participants, the legislature may reduce or cancel HIS payments. [Remainder of page intentionally left blank] A-16 Pension Amounts for the HIS. Schedule of Changes in Net Pension Liability and Related Ratios(') (in thousands) Total Pension Liability June 30, 2024 June 30, 2023 June 30, 2022 Service cost $ 314,152 $ 208,289 $ 290,825 Interest on total pension liability 601,390 391,889 275,386 Effect of plan changes 0 5,596,298 5,215 Effect of economic/demographic 1,594 0 (54,219) (gains) or losses Effect of assumption changes or inputs (913,546) (225,746) (1,585,357) Benefit payments (808,987) (534,547) (524,004) Net change in total pension liability (805,397) 5,436,183 (1,592,154) Total pension liability, beginning 16,563,149 11,126,966 12,719,121 Total pension liability, ending (a) $ 15,757,752 $ 16,563,149 $ 11,126,966 Fiduciary Net Position Employer contributions $ 846,630 $ 657,818 $ 605,084 Member contributions 261 222 48 Investment income net of investment 37,256 23,166 1,812 expenses Benefit payments (808,987) (534,547) (524,004) Administrative expenses (201) (212) (189) Net change in plan fiduciary net 74,959 146,447 82,751 position Fiduciary net position, beginning 681,815 535,368 452,618 Fiduciary net position, ending (b) $ 756,775 $ 681,815 $ 535,368 Net pension liability, ending = (a) - (b) $ 15,000,977 $ 15,881,334 $ 10,591,597 Fiduciary net position as a % of total 4.80% 4.12% 4.81% pension liability Covered payroll $ 42,340,606 $ 39,628,534 $ 36,451,712 Net pension liability as a % of covered payroll 35.43% 40.08% 29.06% (') This schedule will fill in to a ten-year schedule as results for new fiscal years are calculated. Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2024. Actuarial Methods and Assumptions for the HIS. The total pension liability was determined by an actuarial valuation as of the valuation date of July 1, 2024, calculated based on the discount rate and actuarial assumptions below, and then was projected to the measurement date. Any significant changes during this period have been reflected as prescribed by GASB 67. The same demographic and economic assumptions that were used in the Florida Retirement System Actuarial Valuation as of July 1, 2024 A-17 ("funding valuation") were used for the HIS program, unless otherwise noted. In a given membership class and tier, the same assumptions for both FRS Investment Plan members and for FRS Pension Plan members were used. June 30, 2023 June 30, 2024 Discount rate 3.65% 3.93% Long-term expected rate of return, net of N/A N/A investment expense Bond Buyer General Obligation 20-Bond 3.65% 3.93% Municipal Bond Index Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2024. In general, the discount rate for calculating the total pension liability under GASB 67 is equal to the single rate equivalent to discounting at the long-term expected rate of return for benefit payments prior to the projected depletion date. Because the HIS benefit is essentially funded on a pay-as-you-go basis, the depletion date is considered to be immediate, and the single equivalent discount rate is equal to the municipal bond rate selected by the plan sponsor. The discount rate used in the 2017 valuation was updated from 3.65% to 3.93%, reflecting the change in the Bond Buyer General Obligation 20-Bond Municipal Bond Index as of June 30, 2024. The actuarial assumptions used to determine the total pension liability as of June 30, 2024, were based on the results of an actuarial experience study for the period July 1, 2018 - June 30, 2023. Valuation Date Measurement Date Inflation Salary increase including inflation Mortality Actuarial cost method July 1, 2024 June 30, 2024 2.40% 3.50% Generational PUB-210 with Projection Scale MP- 2021 Individual Entry Age Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2017. Sensitivity Analysis for the HIS. The following presents the net pension liability of the HIS, calculated using the discount rate of 3.93%, as well as what the HIS's net pension liability would be if it were calculated using a discount rate that is one percentage point lower (2.93%) or one percentage point higher (4.93%) than the current rate. 1% Decrease Current Discount Rate 1% Increase 2.93% 3.93% 4.93% Total pension liability $17,833,459,277 $15,757,751,902 $14,034,579,306 Fiduciary net position 756,775,056 756,775,056 756,775,056 Net pension liability $17,076,684,221 $15,000,976,846 $13,277,804,250 Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2024. A-18 FRS Investment Plan The State Board of Administration administers the defined contribution plan officially titled the FRS Investment Plan. The Florida Legislature establishes and amends the benefit terms of the plan. Retirement benefits are based upon the value of the member's account upon retirement. The FRS Investment Plan provides vesting after one year of service regardless of membership class. If an accumulated benefit obligation for service credit originally earned under the FRS Pension Plan is transferred to the FRS Investment Plan, the years of service required for vesting under the Pension Plan (including the service credit represented by the transferred funds) is required to be vested for these funds and the earnings on the funds. The employer pays a contribution as a percentage of salary that is deposited into the individual member's account. Effective July 1, 2011, there is a mandatory employee contribution of 3.00%. The FRS Investment Plan member directs the investment from the options offered under the plan. Costs of administering the plan, including the FRS Financial Guidance Program, are funded through an employer assessment of 0.06% payroll and by forfeited benefits of plan members. After termination and applying to receive benefits, the member may rollover vested funds to another qualified plan, structure a periodic payment under the FRS Investment Plan, receive a lump -sum distribution, or leave the funds invested for future distribution. Upon receiving a distribution, other than a de minimis distrivutin or a required minimum distribution, the member is a retiree. Disability coverage is provided for total and permanent disability (non -duty or line of duty); the employer pays an employer contribution to fund the disability benefit which is deposited in the FRS Trust Fund. The member may either transfer the account balance to the FRS Pension Plan when approved for disability retirement to receive guaranteed lifetime monthly benefits under the FRS Pension Plan, or remain in the FRS Investment Plan and rely upon that account balance for retirement income. Plan: As of June 30, 2024, the State reported the following pension amounts related to the FRS Investment Pension Expense(1)(2) $174,271,216 Forfeitures 8,383,364 Pension Liability 8,6041753 (1) Pension expense excludes the required UAL which is recognized in the Defined Benefit Pension Plan of contributions. (2) The amount of forfeitures is not reflected in pension expense recognized by the State and is used to offset administrative costs. Source: Florida Comprehensive Annual Financial Report for Fiscal Year ended June 30, 2024. WNK Schedule of Funding Progress for the Florida Retirement System( ) (000 omitted in dollar amounts) UAL As % Actuarial Unfunded of Actuarial Value Actuarial AAL Funded Covered Covered Valuation of Assets Liability (AL) (UAL) Ratio Payroll Payroll Date (a) b) b-a a b) cn DL91L 7/1/2015 $143,195,531 $165,548,928 $22,353,397 86.5% $27,861,993 80.2% 7/1/2016 $145,451,612 $170,374,609 $24,922,997 85.4% $28,169,356 88.5% 7/1/2017 $150,593,242 $178,579,116 $27,985,874 84.3% $29,325,552 95.4% 7/1/2018 $156,104,350 $185,950,079 $29,845,729 83.9% $30,038,965 99.4% 7/1/2019 $161,004,533 $191,330,896 $30,326,363 84.1% $30,213,462 100.4% 7/1/2020 $164,302,519 $200,277,170 $35,974,651 82.0% $30,577,489 117.7% 7/1/2021 $174,898,452 $209,636,046 $34,737,594 83.4% $30,508,414 113.9% 7/1/2022 $179,178,895 $217,434,441 $38,255,546 82.4% $31,018,424 123.3% 7/1/2023 $184,235,157 $226,204,201 $41,969,044 81.4% $33,074,369 126.9% 7/1/2024 $191,571,244 $237,370,289 $45,799,045 80.7% $34,212,593 133.9% Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2024. O) Covered Payroll shown above reflects payroll subject to statutory UAL cost contributions, excluding the payroll of FRS Investment Plan members. This payroll metric equals that shown on the Active Member Schedule, plus the payroll of FRS members in DROP (starting in 1999), plus the payroll of other employee groups subject to only the UAL cost component of the FRS Pension Plan's contribution rate (starting in 2009 when the UAL reemerged). The information presented in the above schedule was determined as part of the actuarial valuations performed at the dates indicated. Additional information as of the latest actuarial valuation is as follows: [Remainder of page intentionally left blank] A-20 Florida Retirement System Assumptions Valuation Date Actuarial cost method Amortization method Equivalent Single amortization period(') Asset valuation method Actuarial assumptions: Investment rate of return Projected salary increases Includes inflation at Cost -of -Living Adjustments July 1, 2024 Entry Age Normal Level Percentage of Pay, Closed 30 years 5-year Smoothed Method 6.70% 3.5% 2.40% 3.00% (1) Used for GASB Statement 27 reporting purposes. Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2024. The County's liability for participation in the FRS is limited to the payment of the required contribution at the rates and frequencies established by law on future payrolls of the County. Effective July 1, 2011, all members of FRS are required to contribute 3% of their gross compensation toward their retirement. The County's contribution, including employee contributions, to the Pension Plan totaled $_ for the Fiscal Year ended September 30, 2024. Legislation Relating to FRS The Florida Legislature passed Senate Bill 2100 ("SB 2100") during its 2011 session and was signed by Governor Rick Scott on May 20, 2011. SB 2100 makes significant changes to the FRS with respect to employee contributions and employer contributions, among other items. Effective July 1, 2011, all members of FRS were required to contribute 3% of their gross compensation toward their retirement. In addition, the legislation reduced the required employer contribution rates for each membership class and subclass of the FRS. Additionally, the bill eliminated the cost of living adjustment for all FRS employees for service earned on or after July 1, 2011, although the bill does contemplate reinstatement of the adjustment in 2016 under certain circumstances. SB 2100 makes other changes to the FRS that only apply to employees who initially enroll on or after July 1, 2011, including: (1) the average final compensation upon which retirement benefits are calculated are based on the eight highest (formerly five highest) fiscal years of compensation prior to retirement, (2) the DROP is maintained but the interest accrual rate is reduced from 6.5% to 1.3%; (3) the normal retirement age is increased from 62 to 65; and (4) the years of creditable service is increased from 30 to 33 and the vesting period is increased to eight years (formerly six). During the Florida Legislature's 2013 session, the Florida Legislature passed Senate Bill 1810 ("SB 1810"). SB 1810 establishes the contribution rates paid by employers participating in the FRS. These rates are intended to fund the full normal cost and amortization of the unfunded actuarial liability of the FRS. The FRS will receive approximately $885 million of additional revenues on an annual basis beginning July 1, 2013. SB 1810 also increases the contributions paid by employers participating in the retiree health insurance subsidy program. The Retiree Health Insurance Trust Fund will receive roughly $42 million of additional revenues on an annual basis beginning July 1, 2013. SB 1810 was signed into law by the A-21 Governor and became effective July 1, 2013. The new rates include the additional amount that employers must contribute to the Retiree Health Insurance Trust Fund and such amounts are included in the County's budget. During the Florida Legislature's 2014 session, the Florida Legislature passed Senate Bill 2506 ("SB 2506"). SB 2506 establishes the contribution rates paid by employers participating in the FRS beginning July 1, 2014. These rates are intended to fund the full normal cost and amortization of the UAL of the FRS. These increased contribution rates will provide an additional $131.5 million of revenue on an annual basis beginning July 1, 2014. During the Florida Legislature's 2016 session, the Florida Legislature passed Senate Bill 7012 ("SB 7012"). SB 7012 authorizes payment of death benefits to the surviving spouse or children of Special Risk Class member killed in line of duty; establishes qualifications and eligibility requirements; prescribes method of calculating benefit; specifies circumstances under which benefit payments are terminated; requires the State Board of Administration to transfer moneys to fund survivor benefit payments; adjusts employer contribution rates beginning July 1, 2016. During the Florida Legislature's 2017 session, the Florida Legislature passed Senate Bill 7022 ("SB 7022"). SB 7022 changes the default membership option to the FRS Investment Plan for members initially enrolled in the FRS on or after January 1, 2018, excluding Special Risk Class members who would still default into the FRS Pension Plan; reopens renewed membership for retirees of the FRS Investment Plan, SUSORP, SMSOAP, or SCCSORP employed in a regularly established position on or after July 1, 2017; provides the in -line -of -duty death benefits already provided to Special Risk Class members of the FRS Investment Plan be retroactive to July 1, 2002, and provides in -line -of -duty survivor benefits to all other FRS Investment Plan members retroactive to July 1, 2002, at 50 percent of pay for the spouse's lifetime or on behalf of the dependent children until the youngest child reaches age 18; revises the required employer retirement contribution rates for members of each membership class and subclass of the FRS. Other Post Employment Benefits Plan Description. The County has two single -employer benefit plans, the County plan (the "County Plan") and the St. Lucie Sheriff's Office plan (the "Sheriff's Plan"), both administered by the County. Pursuant to the provision of the Section 112.0801, Florida Statutes, under the County Plan, former employees who retire from the County, and eligible dependents, may continue to participate in the County's respective medical/prescription, vision, dental and life insurance plans as long as they pay the full premium applicable to coverage elected. The County amended its policy on October 1, 2004, for employee retirements after that date, to provide for payment of the monthly single premium for the employee and $100 toward the cost of eligible dependent coverage, if covered at the time of retirement, for employees who meet the following eligibility requirements: Active full-time employee with 10 years of continuous service with the County by the health plan at the time of retirement; Either 30 years of service under the FRS, vested under the FRS and normal retirement age or 62 years old, and Monthly premiums will be paid until the retiree becomes Medicare/Medicaid eligible. The $100 supplement for dependent coverage will continue until the dependent become eligible for coverage under another group plan or becomes Medicare/Medicaid eligible. A-22 The County further amended its policy in Fiscal Year 2014 to limit the above post -employment benefit to employees hired before October 1, 2013. Under the Sheriff's Plan, the County provides medical/prescription, vision and dental benefits for employees and sworn officers upon retirement and subsidizes a portion of the premiums. Retirees with at least 25 years or more of service under the Sheriff are offered free retiree health coverage until they attain eligibility for Medicare benefits. The provisions of the Sheriff's Plan may be amended through negotiations between the St. Lucie Sheriff's Office and its employee bargaining units. The County subsidizes the premium rates for the medical/prescription plan paid by the retirees by allowing them to participate in the plan at the blended group premium rates for both active and retired employees. These rates provide an implicit subsidy for retirees because, on an actuarial basis, their current and future claims are expected to result in higher costs to the plan on average than those of active employees. Retirees are required to enroll in the Federal Medicare program for their primary coverage as soon as they are eligible. The vision, dental and life insurance plans do not result in an implicit subsidy. Funding Policy. The County plans to fund this postemployment benefit on a pay -as -you go basis. As of September 30, 2024, 265 retirees received medical/prescription benefits in the County Plan, 238 retirees received medical/prescription benefits in the Sheriff's Plan and 32 retirees received medical/prescription benefits in the Tax Collector's Plan. The County provided $1,745,569 toward the annual OPEB cost for the County Plan, $1,339,502 toward the annual OPEB cost for the Sheriff's Plan and $138,853 toward the annual OPEB cost for the Tax Collector's Plan. Annual OPEB Cost and Net OPEB Obligation. The following table shows the County's annual OPEB cost for the year, the amount contributed to the plan, and changes in the County's net OPEB obligation: Description Annual Required Contribution Interest on Net OPEB Obligation Adjustment to Annual Required Contribution Differences between actual and expected Annual OPEB Cost (Expense) Contribution Toward the OPEB Cost Increase in Net OPEB Obligation Net OPEB Obligation, Beginning of Year NET OPEB Obligation, End of Year County Plan Sheriif Plan Tax Collector Plan Amount Amount $1,278,029 $ 864,673 $ 75,530 $1,144,339 $1,303,881 $90,343 $395,712 $375,727 $41,705 ($752,060) ($812,964) $3,369,884 ($68,709) ($1,218,469) ($1,361,658) ($2,743,847) $786,647 $3,800,447 ($24,851) $27,312,740 $29,449,807 $2,058,700 $28,099,387 $33,250,254 $2,033,849 Source: Comprehensive Annual Financial Report Fiscal Year Ended September 30, 2024. A-23 [Remainder of page intentionally left blank] The County's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation as of September 30, 2024, were as follows: County Plan: Percentage of Annual Annual OPEB Cost Net OPEB Fiscal Year OPEB Cost Contributed Obligation 2022 $28,099,387 4.63% $1,071,748 2023 2024 Sheriff's Plan Percentage of Annual Annual OPEB Cost Net OPEB Fiscal Year OPEB Cost Contributed Obligation 2022 $33,250,254 4.63% $1,421,398 2023 2024 Tax Collector Plan Percentage of Annual Annual OPEB Cost Net OPEB Fiscal Year OPEB Cost Contributed Obligation 2022 $2,033,949 4.63% $79,602 2023 2024 GASB 75 GRS Actuarial Valution Funded Status and Funding Progress. Funded Status and Funding Progress of the County Plan as of October 1, 2024 is as follows: Actuarial accrued liability $28,099,387 Actuarial value of plan assets $41,134,418 Unfunded actuarial accrued liability (UAAL) $ Fund ratio 4.63% Covered payroll (active plan members) $53,652,383 UAAL as a percentage of covered payroll 48.68% Source: Comprehensive Annual Financial Report Fiscal Year Ended September 30, 2024. Funded Status and Funding Progress of the Sheriff's Plan as of July 1, 2024 is as follows: Actuarial accrued liability Actuarial value of plan assets A-24 $33,250,254 $ Unfunded actuarial accrued liability (UAAL) $ Fund ratio 4.63% Covered payroll (active plan members) $53,440,874 UAAL as a percentage of covered payroll 62.22% Source: Comprehensive Annual Financial Report Fiscal Year Ended September 30, 2024. Funded Status and Funding Progress of the Tax Collector Plan as of July 1, 2024 is as follows: Actuarial accrued liability $2,033,849 Actuarial value of plan assets Unfunded actuarial accrued liability (UAAL) $ Fund ratio 4.63% Covered payroll (active plan members) $6,541,813 UAAL as a percentage of covered payroll 31.09% Source: Comprehensive Annual Financial Report Fiscal Year Ended September 30, 2024. Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment and termination, mortality, and the healthcare cost trends. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress, presented as required supplementary information following the notes to the financial statements, presents multiyear trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability for benefits. Actuarial Methods and Assumptions. Projection of benefits for financial reporting purposes are based on the substantive plan provisions, as understood by the employer and participating members, and include the type of benefits provided at the time of each valuation and the historical pattern of sharing benefit costs between the employer and participating members. The actuarial methods and assumptions used include techniques that are designed to reduce the effect of short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of calculations. Sherriff's Plan In the report for the OPEB actuarial valuation performed as of July 1, 2024, the results were derived using the entry age actuarial cost method with an amortization of the unfunded actuarial accrued liability as a level percent of expected payroll. The amortization period used is closed, and the remaining amortization period at July 1, 2024, is 0 years. Because the OPEB liability is currently unfunded, the actuarial assumptions include a 4.75% ultimate trend rate, a 3.0 percent inflation rate, a 4.0 percent investment return, and a 4.0% - 7.8% percent projected salary increase. Compared to the previous valuation, the unfunded actuarial accrued liability and the annual OPEB cost increased moderately. The actuarial assumption annual healthcare cost trend rate for Fiscal Year 2024 is 0 percent. A-25 FLORIDA CONSTITUTIONAL LIMITATIONS AND PROPERTY TAX REFORM Several constitutional and legislative amendments affecting ad valorem taxes have been approved by voters in the past including the following: Save Our Honies Amendment By voter referendum held on November 3,1992, Article VII, Section 4 of the State Constitution was amended by adding thereto a subsection which, in effect, limits the increases in assessed just value of homestead property to the lesser of (1) three percent of the assessment for the prior year or (2) the percentage change in the Consumer Price Index for all urban consumers, U-S. City Average, all items 1967=100, or successor reports for the preceding calendar year as initially reported by the United States Department of Labor, Bureau of Labor Statistics. Further, the amendment provides that (1) no assessment shall exceed just value, (2) after any change of ownership of homestead property or upon termination of homestead status such property shall be reassessed at just value as of January 1 of the year following the year of sale or change of status, (3) new homestead property shall be assessed at just value as of January 1 of the year following the establishment of the homestead, and (4) changes, additions, reductions or improvements to homestead shall initially be assessed as provided for by general law, and thereafter as provided in the amendment. This amendment is known as the "Save Our Homes Amendment." The effective date of the amendment was January 5, 1993 and, pursuant to a ruling by the Florida Supreme Court, it began to affect homestead property valuations commencing January 1, 1995, with 1994 assessed values being the base year for determining compliance. Limitations on State Revenue Amendment In the 1994 general election, State voters approved an amendment to the State Constitution which is commonly referred to as the "Limitation On State Revenues Amendment." This amendment provides that State revenues collected for any fiscal year shall be limited to State revenues allowed under the amendment for the prior fiscal year plus an adjustment for growth. Growth is defined as an amount equal to the average annual rate of growth in State personal income over the most recent twenty quarters times the State revenues allowed under the amendment for the prior fiscal year. State revenues collected for any fiscal year in excess of this limitation are required to be transferred to a budget stabilization fund until the fund reaches the maximum balance specified in the amendment to the State Constitution, and thereafter is required to be refunded to taxpayers as provided by general law. The limitation on State revenues imposed by the amendment may be increased by the State Legislature, by a two-thirds vote in each house. The term "State revenues," as used in the amendment, means taxes, fees, licenses, and charges for services imposed by the State Legislature on individuals, businesses, or agencies outside state government. However, the term "State revenues" does not include: (1) revenues that are necessary to meet the requirements set forth in documents authorizing the issuance of bonds by the State; (2) revenues that are used to provide matching funds for the federal Medicaid program with the exception of the revenues used to support the Public Medical Assistance Trust Fund or its successor program and with the exception of State matching funds used to fund elective expansions made after July 1, 1994, (3) proceeds from the State lottery returned as prizes; (4) receipts of the Florida Hurricane Catastrophe Fund; (5) balances carried forward from prior fiscal years; (6) taxes, licenses, fees and charges for services imposed by local, regional, or school district governing bodies, or (7) revenue from taxes, licenses, fees and charges for services required to be imposed by any amendment or revision to the Florida Constitution after July 1, 1994. This amendment took effect on January 1, 1995, and was first applicable to the State's fiscal year 1995-1996. A-26 Millage Rollback Legislation In 2007, the Florida Legislature adopted Chapter 2007-321, Laws of Florida, a property tax plan which significantly impacted ad valorem tax collections for Florida local governments. One component of the adopted legislation required counties, cities and special districts to rollback their millage rates for the 2007-2008 fiscal year to a level that, with certain adjustments and exceptions, would generate the same level of ad valorem tax revenue as in fiscal year 2006-2007; provided, however, depending upon the relative growth of each local government's own ad valorem tax revenues from 2001 to 2006, such rolled back millage rates were determined after first reducing 2006-2007 ad valorem tax revenues by zero to nine percent (0% to 9%). In addition, the legislation limited how much the aggregate amount of ad valorem tax revenues may increase in future fiscal years. A local government may override certain portions of these requirements by a supermajority, and for certain requirements, a unanimous vote of its governing body. Constitutional Amendments Related to Ad Valorem Exemptions On January 29, 2008, in a special election held in conjunction with the State's presidential primary, the requisite number of voters approved amendments to the Florida Constitution exempting certain portions of a property's assessed value from taxation. These amendments were effective for the 2008 tax year (fiscal year 2008-2009 for local governments). The following is a brief summary of certain important provisions contained in such amendments: 1. Provides for an additional exemption for the assessed value of homestead property between $50,000 and $75,000, thus doubling the existing homestead exemption for property with an assessed value equal to or greater than $75,000. 2. Permits owners of homestead property to transfer their Save Our Homes Amendment benefit (up to $500,000) to a new homestead property purchased within two years of the sale of their previous homestead property to which such benefit applied if the just value of the new homestead is greater than or is equal to the just value of the prior homestead. If the just value of the new homestead is less than the just value of the prior homestead, then owners of homestead property may transfer a proportional amount of their Save Our Homes Amendment benefit, such proportional amount equaling the just value of the new homestead divided by the just value of the prior homestead multiplied by the assessed value of the prior homestead. As discussed above, the Save Our Homes Amendment generally limits annual increases in ad valorem tax assessments for those properties with homestead exemptions to the lesser of three percent (3%) or the annual rate of inflation. 3. Exempts from ad valorem taxation $25,000 of the assessed value of property subject to tangible personal property tax. 4. Limits increases in the assessed value of non -homestead property to 10% per year, subject to certain adjustments. The cap on increases would be in effect for a 10-year period, subject to extension by an affirmative vote of electors. The Save Our Homes Amendment assessment cap and portability provisions described above have been subject to legal challenge. The plaintiffs in such cases have argued that the Save Our Homes Amendment assessment cap constitutes an unlawful residency requirement for tax benefits on substantially similar property in violation of the equal protection provisions of the Florida Constitution A-27 and the Privileges and Immunities Clause of the Fourteenth Amendment to the United States Constitution. The plaintiffs also argued that the portability provision simply extends the unconstitutionality of the tax shelters granted to long-term homeowners by the Save Our Homes Amendment. The courts in each case have rejected such constitutional arguments and upheld the constitutionality of such provisions; however, there is no assurance that any future challenges to such provisions will not be successful. In addition to the legislative activity described above, the constitutionally mandated Florida Taxation and Budget Reform Commission (required to be convened every 20 years) (the "TBRC") completed its meetings on April 25, 2008 and placed several constitutional amendments on the November 4, 2008 General Election ballot. Three of such amendments were approved by the voters of Florida, which, among other things, do the following: (a) allow the Florida Legislature, by general law, to exempt from assessed value of residential homes, improvements made to protect property from wind damage and installation of a new renewable energy source device; (b) assess specified working waterfront properties based on current use rather than highest and best use; (c) provide a property tax exemption for (i) real property that is perpetually used for conservation (began in 2010) and (ii) land not perpetually encumbered, require the Florida Legislature to provide classification and assessment of land use for conservation purposes solely on the basis of character or use. In the November 2010 General Election, voters approved a constitutional amendment which provides an additional homestead exemption for deployed military personnel. The exemption equals the percentage of days during the prior calendar year that the military homeowner was deployed outside of the United States in support of military operations designated by the Legislature. This constitutional amendment took effect on January 1, 2011. In March of 2016, HB 7023 was approved by the Governor, which updated the military operations specified for eligibility under this exemption. The bill also extended the application deadline for qualifying service members. In November 2012, voters approved constitutional amendments that: 1) extended the current homestead property tax discount for certain disabled combat veterans to include veterans who were not Florida residents at the time they entered military service; 2) authorized the Legislature to provide a homestead property tax exemption for the surviving spouses of military veterans and first responders that die in the line of duty; and 3) authorized the Legislature to allow cities and counties to grant an additional homestead exemption for homestead property of certain low income seniors who have maintained their residence on such property for 25 years or more. The Legislature also passed a bill that clarified ambiguous language, deleted obsolete statutory provisions, and eliminated unneeded reporting requirements in the property tax statutes. The bill, among other things: amended statutory requirements for scheduling value adjustment board hearings; allowed a husband and wife who abandon jointly titled homestead property to designate the percentage of the differential between just (market) value and assessed value that is portable to a new homestead property and attributable to each spouse; allowed certain disabled veterans and other disabled persons to apply for property tax exemptions before they have received required documentation from certain agencies of the federal government; provided an exemption for certain property used exclusively for educational purposes; clarified that rental of all or substantially all of a dwelling previously claimed to be a homestead constitutes abandonment of such dwelling as a homestead. In August and November of 2016, voters approved amendments authorizing the legislature to enact laws creating ad valorem exemptions for solar and other renewable energy source devices and certain totally and permanently disabled first responders. November 2016 also saw voter approval of an amendment limiting just value determinations for purposes of the homestead exemption for low-income seniors. The newly enacted amendment limits determinations of just valuation to the first tax year the A-28 owner applies for the exemption. The practical effect of this amendment is to allow low income seniors to maintain their exempt status even if their home value rises above the existing $250,000 cap. This amendment is retroactive to 2013, meaning property owners who originally qualified for the exemption, but subsequently lost it due to increased home value may once again qualify. In 2017, the Legislature implemented two constitutional amendments. The first amendment provides ad valorem tax relief to certain totally and permanently disabled first responders by providing a 100 percent homestead tax exemption to first responders who are totally and permanently disabled as a result of injury sustained in the line of duty. The 100 percent exemption is also extended to the surviving spouse of the totally and permanently disabled first responder, provided certain conditions are met. The second amendment exempts 80 percent of the assessed value of renewable energy source devices from ad valorem taxes on nonresidential real property and tangible personal property. During the 2018 session, the Legislature passed a bill that included property tax relief for certain property damaged by hurricanes or tropical storms, for certain citrus processing equipment idled due to citrus greening or Hurricane Irma, and for certain surviving spouses of disabled ex-servicemembers. The bill also updated the list of military operations for which deployed servicemembers may receive property tax relief, clarified the tax exempt status of entities created under the Florida Interlocal Cooperation Act of 1969, and clarified the property tax treatment of multiple parcel buildings. In November 2018, voters approved a constitutional amendment to permanently retain the 10 percent cap on annual nonhomestead parcel assessment increases for property tax purposes, effective January 1, 2019. During the 2021 Legislative session, the Legislature passed a comprehensive tax bill that included several ad valorem tax provisions. The bill increased a property tax discount from 50 percent to a full exemption for certain multifamily projects that provide affordable housing to low-income families; clarified the application of an exemption from ad valorem taxation for portions of property used for charitable, religious, scientific, or literary purposes; allowed certain transfers of property without loss of homestead protection; provided property tax exemptions for certain property used by certain educational institutions for educational purposes; and removed the requirement for certain hospitals to report to the Department of Revenue information regarding charitable services provided. During the 2022 Legislative session, the Legislature passed an omnibus tax bill that included several ad valorem tax provisions. The bill provided an abatement of ad valorem taxes for those parcels impacted by the 2021 Surfside building collapse; amended the events from which fifteen years is measured to qualify for the affordable housing property tax exemption; and specified the method for assessing agricultural land and infrastructure located on that land in the production of aquaculture. The bill further updated the list of military operations for which deployed servicemembers may receive property tax relief; expanded real property eligible for homestead exemption to that which also includes portions assessed pursuant to classified use; provided for the refund of ad valorem taxes for residential improvements rendered uninhabitable as a result of a catastrophic event beginning in 2023; and increased the property tax exemption for widows, widowers, blind persons, and persons totally and permanently disabled from $500 to $5000. Other Proposals A ecting Ad Valorem Taxation Historically, various legislative proposals and constitutional amendments relating to ad valorem taxation have been introduced in each session of the State legislature. Many of these proposals have provided for new or increased exemptions to ad valorem taxation and limited increases in assessed A-29 valuation of certain types of property or otherwise restricted the ability of local governments in the State to levy ad valorem taxes at current levels. There can be no assurance that similar or additional legislative or other proposals will not be introduced or enacted in the future that would have a material adverse effect upon the collection of ad valorem taxes by the City, the City's finances in general or the City's ad valorem taxing power. 2023 Legislative Session Legislation. The Florida Legislature passed HB 7063 during its 2023 session which went into effect on July 1, 2023. Among other things, HB 7063 implements permanent sales tax exemptions for: specified baby and toddler products and clothes, adult incontinence products, oral hygiene products, machinery and equipment to produce renewable natural gas, certain agricultural fencing, firearm safety devices, and small private investigative agency services. The City does not believe HB 7063 has an adverse impact on its ability to pay debt service on the Series 2025 Bonds. The Florida Legislature passed CS/SB 102 during its 2023 session which went into effect on July 1, 2023. Among other things, CS/SB 102 provides an exemption from ad valorem taxation for property that is used to provide affordable housing to low-income persons meeting the limits specified in CS/SB102, if certain criteria are met; and authorizes local governments to adopt ordinances to exempt from ad valorem taxation those portions of property used to provide affordable housing meeting certain requirements. The City does not believe HB 7063 has an adverse impact on its ability to pay debt service on the Series 2025 Bonds. 2024 Legislative Session Legislation. The Florida Legislature passed CS/HJR 7017 and CS/HB 7019 in its 2024 legislative session which amended the State Constitution and Florida Statutes, respectively. The bills require the $25,000 of assessed value that is exempt from all ad valorem taxes other than school district taxes be adjusted annually for positive inflation growth. It also applies to any future homestead exemption applying only to ad valorem taxes other than school district taxes. The joint resolutions took effect on January 1, 2025. A-30 APPENDIX B INDEPENDENT AUDITORS' REPORT OF THE COUNTY APPENDIX C THE RESOLUTION APPENDIX D FORM OF BOND COUNSEL OPINION APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE EXHIBIT C FORM OF CONTINUING DISCLOSURE CERTIFICATE CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by St. Lucie County, Florida (the "Issuer") in connection with the issuance of its $ Non -Ad Valorem Revenue Bonds, Series 2025A (the "Series 2025A Bonds") and its $ Non -Ad Valorem Revenue Bonds, Series 2025B (the "Series 2025B Bonds", together with the Series 2025A Bonds, the "Series 2025 Bonds"). The Series 2025 Bonds are being issued pursuant to the authority and in compliance with the Chapter 125, Florida Statutes, the Interlocal Agreement dated as of F 2025, by and between the Issuer and the St. Lucie County Water and Sewer District, and other applicable provisions of law, and pursuant to Resolution No. _ adopted by the Board of County Commissioners of the Issuer (the 'Board") on April 22, 2025 (the 'Resolution"). Capitalized terms used but not otherwise defined herein shall have the same meaning as when used in the Resolution unless the context would clearly indicate otherwise. The Issuer covenants and agrees as follows: SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders and Beneficial Owners (defined below) of the Series 2025 Bonds and in order to assist the Participating Underwriters in complying.with the continuing disclosure requirements of the Rule (defined below). SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined herein, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2025 Bonds (including persons holding Series 2025 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2025 Bonds for federal income tax purposes. "Dissemination Agent" shall mean initially, Digital Assurance Certification, L.L.C, or any successor Dissemination Agent designated in writing by the Issuer, and which has filed with the Issuer a written acceptance of such designation. "EMMA" shall mean the Electronic Municipal Market Access web portal of the MSRB, located at httj:llwww.emma.msrb.org. "Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. "Financial Obligation" shall mean a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Obligated Person" shall mean any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Series 2025 Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity or credit facilities). "Participating Underwriters" shall mean the original underwriters of the Series 2025 Bonds required to comply with the Rule in connection with offering of the Series 2025 Bonds. "Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than July 31st after the end of the Issuer's last fiscal year (presently ends September 30), commencing with the report for the 2024-2025 fiscal year, provide to any Repository in the electronic format as required and deemed acceptable by such Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report only if they are not available by that date so long 2 as they are provided when they become available. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5. (b) If on the fifteenth (15th) day prior to the annual filing date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 3(a). Upon such reminder, the Issuer shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report no later than two (2) business days prior to the annual filing date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a failure to file has occurred and to immediately send a notice to the Repository in substantially the form attached as Exhibit A, accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit B. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of any Repository; (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and listing any Repository to which it was provided; and (iii) if the Dissemination Agent has not received an Annual Report by 6:00 p.m. Eastern time on the annual filing date (or, if such annual filing date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual Report, a failure to file shall have occurred and the Issuer irrevocably directs the Dissemination Agent to immediately send a notice to the Repository in substantially the form attached as Exhibit A without reference to the anticipated filing date for the Annual Report, accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit B. SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: (a) The audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement dated . 2025, and the audited 3 financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Updates to the historical financial information and operating data presented in the Official Statement in the following tables: 1. Non -Ad Valorem Revenues of St. Lucie County, Florida 2. Non -Ad Valorem Revenue Obligations Outstanding as of December 31 in the fiscal year 3. Non -Ad Valorem Revenue Debt Service Schedule Relating to information to be provided to EMMA, the information provided under Section 4(b) may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from EMMA. The Issuer shall clearly identify each such other document so included by reference. SECTION 5. REPORTING OF SIGNIFICANT EVENTS. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice with EMMA of the occurrence in a timely manner not in excess of ten (10) business days after the occurrence of any of the following events with respect to the Series 2025 Bonds, with the exception of the event described in number 15 below, which notice shall be given in a timely manner: 1. principal and interest payment delinquencies; 2. non-payment related defaults, if material; 3. unscheduled draws on debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers, or their failure to perform; 6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices or determinations with respect to the tax status of the Series 2025 Bonds, or other material events affecting the tax status of the Series 2025 Bonds; 7. modifications to rights of the holders of the Series 2025 Bonds, if material; 8. Series 2025 Bond calls, if material, and tender offers; 4 9. defeasances; 10. release, substitution, or sale of property securing repayment of the Series 2025 Bonds, if material; 11. ratings changes; 12. an Event of Bankruptcy or similar event of an Obligated Person; 13. the consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. appointment of a successor or additional trustee or paying agent or the change of name of a trustee or paying agent, if material; 15. incurrence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders, if material; 16. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties; and 17. notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof. (b) the notice required to be given in paragraph 5(a) above shall be filed with any Repository, in electronic format as prescribed by such Repository. SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but not be limited to: (a) The category of information being provided; (b) The period covered by any annual financial information, financial statement or other financial information or operation data; (c) The issues or specific securities to which such documents are related (including CUSIPs, City name, state, issue description/securities name, dated date, maturity date, and/or coupon rate); (d) The name of any Obligated Person other than the Issuer; 5 (e) The name and date of the document being submitted; and (f) Contact information for the submitter. SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series 2025 Bonds, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Series 2025 Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5. SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer. SECTION 9. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Series 2025 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the Series 2025 Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the Series 2025 Bonds. Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or rel operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer, as applicable, shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein constitute a contract with the holders of the Series 2025 Bonds. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Series 2025 Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer, as applicable, to comply with its obligations under this Disclosure Certificate; provided, however, the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution. SECTION 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate. The Dissemination Agent's obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Dissemination Agent as required by this Disclosure Certificate. The Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Dissemination Agent shall have no duty or obligation to review or verify any Information or any other information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Series 2025 Bonds or any other party. The Dissemination Agent shall have no responsibility for the Issuer's failure to report to the Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the Issuer has complied with this 7 Disclosure Certificate. The Dissemination Agent may conclusively rely upon certifications of the Issuer at all times. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and defeasance, redemption or payment of the Series 2025 Bonds. (b) The Dissemination Agent may, from time to time, consult with legal counsel (either in-house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the Issuer. (c) All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Agreement shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB. SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and holders and Beneficial Owners from time to time of the Series 2025 Bonds, and shall create no rights in any other person or entity. Dated: _ . 2025 ST. LUCIE COUNTY, FLORIDA Chairman, Board of County Commissioners ATTEST: Clerk ACKNOWLEDGED BY: DIGITAL ASSURANCE CERTIFICATION L.L.C., as Dissemination Agent By: — Name: Title: 10 EXHIBIT A NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: St. Lucie County, Florida Obligated Person: Name(s) of Bond Issue(s): St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025A St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series 2025B Date(s) of Issuance: 2025 Date(s) of Disclosure .2025 Certificate: CUSIP Number: NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Bonds as required by the Continuing Disclosure Certificate. [The Issuer has notified the Dissemination Agent that it anticipates that the Annual Report will be filed by I. Dated: ST. LUCIE COUNTY, FLORIDA By: — Name: Title: A-1 EXHIBIT B EVENT NOTICE COVER SHEET This cover sheet and accompanying "event notice" will be sent to the MSRB, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D). Issuer's and/or Other Obligated Person's Name: Issuer's Six -Digit CUSIP Number: or Nine -Digit CUSIP Number(s) of the Series 2025 Bonds to which this event notice relates: Number of pages attached: Description of Notice Events (Check One): 1. "Principal and interest payment delinquencies;" 2. "Non-payment related defaults, if material;" 3. "Unscheduled draws on debt service reserves reflecting financial difficulties;" 4. "Unscheduled draws on credit enhancements reflecting financial difficulties;" 5. "Substitution of credit or liquidity providers, or their failure to perform;" 6. "Adverse tax opinions, IRS notices or events affecting the tax status of the security;" 7. "Modifications to rights of holders of Series 2025 Bonds, if material;" 8. "Series 2025 Bond calls, if material;" 9. "Defeasances;" 10. "Release, substitution, or sale of property securing repayment of the securities, if material;" 11. "Rating changes;" 12. "Bankruptcy, insolvency, receivership or similar event of the obligated person;" 13. "Merger, consolidation, or acquisition of the obligated person, if material;" 14. "Appointment of a successor or additional trustee, or the change of name of a trustee, if material;" 15. "Incurrence of a financial obligation of the issuer or obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the issuer or obligated person, any of which affect security holders, if material;" 16. _"Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the financial obligation of the issuer or obligated person, any of which reflect financial difficulties;" and B-1 17. 'Notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof." Failure to provide annual financial information as required. I hereby represent that I am authorized by the Issuer or its agent to distribute this information publicly: Signature: Name: Date: Title: VIM EXHIBIT D FORM OF INTERLOCAL AGREEMENT NGN Draft No. 4 4/ /25 016.32 INTERLOCAL AGREEMENT This Interlocal Agreement, dated as of , 2025 (the "Agreement") by and between St. Lucie County, Florida, a political subdivision of the State of Florida (the "County") and the St. Lucie County Water and Sewer District, a Chapter 153, Part II, Florida Statutes water and sewer district and public body corporate and politic, organized and existing under the laws of the State of Florida (the "District"); WITNESSETH: WHEREAS, the County established the District pursuant to the provisions of Ordinance No. 04-023, enacted June 15, 2004, for the purpose of implementing the utility service requirements of the County's Comprehensive Plan, and certain interlocal agreements with the City of Port St. Lucie, the Fort Pierce Utility Authority and the City of Fort Pierce, Florida; and WHEREAS, the District owns utility assets comprising a water and wastewater system (the "System") consistent with such Ordinance; and WHEREAS, certain capital improvements (the "Project") are necessary for the growth and success of said System; and WHEREAS, the District and the County desire for the County to issue debt to finance said Project; WHEREAS, it is the purpose and intent of this Agreement, the parties hereto and Section 163.01, Florida Statutes, the Florida Interlocal Cooperation Act of 1969 (hereinafter the "Cooperation Act"), to permit the District and County to make the most efficient use of their respective powers, resources and capabilities by enabling them to cooperate on the basis of mutual advantage and thereby to provide for the acquisition and construction of the Project in the manner that will make best use of resources available to each of them and with the geographic, economic, population and other factors influencing the needs and developments within their respective jurisdictions; and WHEREAS, it is the purpose of the Cooperation Act to provide for a means by which the District and County may exercise their respective powers, privileges and authorities which they share in common and which each might exercise separately; NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows: SECTION 1. AUTHORITY. This Agreement is entered into pursuant to the provisions of Section 163.01, Florida Statutes; Chapter 125, Florida Statutes; Ordinance No. 04-023 of the County; and other applicable provisions of law. SECTION 2. ISSUANCE OF BONDS. The County shall issue its Non -Ad Valorem Revenue Bonds (the "Bonds") to provide net Bond proceeds to the District to design, permit and construct the Project, and shall secure the repayment thereof by a covenant to budget and appropriate certain non -ad valorem revenues of the County. The Project financed shall be a part of the System owned and operated by the District. The District authorizes the transfer of available District System revenues on an annual basis to County for payment of debt service on the Bonds used to finance the Project. To the extent that the District transfers revenues of the System to the County for payment of debt service on the Bonds, it is the intent of the parties hereto that such revenues constitute part of the County's "Total Governmental Funds" for financial accounting purposes. SECTION 3. TERM. Unless extended by mutual agreement by the District and the County, or unless otherwise provided in this Agreement, this Agreement shall expire upon the payment in full of the Bonds. SECTION 4. FILING AND EFFECTIVE DATE. This Agreement shall become effective upon the occurrence of all of (a) the execution of this Agreement by the proper officers of the District and the County, and (b) filing with the Clerk of the Circuit Court of St. Lucie County, Florida, as required by Section 163.01(11), Florida Statutes. SECTION 5. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Agreement should be held contrary to any express provision of law or contrary to any policy of expressed law, although not expressly prohibited, such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Agreement which shall remain fully enforceable. SECTION 6. CONTROLLING LAW: MEMBERS OF THE DISTRICT BOARD AND COUNTY COMMISSION NOT LIABLE. All covenants, stipulations, obligations and agreements of the County and the District contained in this Agreement shall be deemed to be covenants, stipulations, obligations and agreements of the County and the District, respectively, to the full extent authorized by the Cooperative Act, and provided by the Constitution and laws of the State of Florida. No covenant, stipulation, obligation or agreement of any present or future member of the governing body or agent or employee of the District or the County shall be deemed to be a covenant, stipulation, obligation or agreement in its, his, her or their individual capacity and neither the members of the governing body of the District or the County nor any official executing this Agreement shall be liable personally or shall be subject to any accountability by reason of the execution by the District or the County of this Agreement or any act pertaining hereto. SECTION 7. AMENDMENT. Any amendment of this Agreement shall be reduced to ,writing and signed by representatives of both parties. SECTION 8. NOTICE. Any notice or correspondence required under this Agreement shall be provided to the other party, by certified mail, to the address set out below: 7 COUNTY: St. Lucie County, Florida 2300 Virginia Avenue Fort Pierce, Florida 34982 DISTRICT: St. Lucie County Water and Sewer District 2300 Virginia Avenue Fort Pierce, Florida 34982 SECTION 9. AUTHORITY TO EXECUTE. The proper officers of the County and the District are hereby authorized to execute on behalf of their agency all documents necessary and incidental to the purpose, intent and provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have made and executed this Interlocal Agreement on the respective dates under each signature: The District, through its Board signing by and through its Chairman, authorized to execute same by Board action on the day of , 2025 and by the County, through its Board of County Commissioners, signing by and through its Chairman, authorized to execute same by Board action on the day of , 2025. ST. LUCIE COUNTY, FLORIDA: BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA ATTEST: Chair Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners (SEAL) APPROVED AS TO FORM St. Lucie County Attorney STATE OF FLORIDA COUNTY OF ST. LUCIE The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 2025 by JAMIE FOWLER, Chair of the BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, a public body corporate and politic organized and existing under the laws of the State of Florida, on behalf of the Board of County Commissioners of St. Lucie County, Florida. Said person is (check one) ❑ personally known to me or ❑ has produced a valid driver's license as identification. [Notary Seal] Signature of person taking acknowledgment Name (typed, printed or stamped): Title or Rank: Serial number (if any): 11 ST. LUCIE COUNTY WATER AND SEWER DISTRICT: ATTEST: Secretary (SEAL) STATE OF FLORIDA COUNTY OF ST. LUCIE ST. LUCIE COUNTY WATER AND SEWER DISTRICT Chair APPROVED AS TO FORM District Attorney The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 2025 by , Chair of the ST. LUCIE COUNTY WATER AND SEWER DISTRICT, a public body corporate and politic organized and existing under the laws of the State of Florida, on behalf of the St. Lucie County Water and Sewer District. Said person is (check one) ❑ personally known to me or ❑ has produced a valid driver's license as identification. [Notary Seal] Signature of person taking acknowledgment Name (typed, printed or stamped): Title or Rank: Serial number (if any): E EXHIBIT A SITE