HomeMy WebLinkAbout26-113ST. LUCIE COUNTY, FLORIDA
NON -AD VALOREM REVENUE BONDS,
SERIES 2026
ADOPTED DULY 7, 2026
Reso No. 26-113
SECTION 1.01.
SECTION 1.02.
SECTION 1.03.
SECTION 1.04.
SECTION 1.05.
TABLE OF CONTENTS
PAGE
ARTICLE I
GENERAL
DEFINITIONS............................................................................................. I
AUTHORITY FOR RESOLUTION...........................................................6
RESOLUTION TO CONSTITUTE CONTRACT......................................6
FINDINGS...................................................................................................6
AUTHORIZATION OF THE PROJECT AND REFINANCING OF
PRIORINDEBTEDNESS...........................................................................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
SECTION2.04. AUTHENTICATION..................................................................................9
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 1
SECTION 2.09. FORM OF BONDS...................................................................................13
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. PRIVILEGE OF REDEMPTION..............................................................21
SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED......................................21
SECTION 3.03. NOTICE OF REDEMPTION....................................................................21
SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS..........................................22
SECTION 3.05. PAYMENT OF REDEEMED BONDS.....................................................22
SECTION 3.06. PURCHASE IN LIEU OF OPTIONAL REDEMPTION .........................22
ARTICLE IV
SECURITY; FUNDS; COVENANTS OF THE ISSUER
SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER .............................24
SECTION 4.02. COVENANT TO BUDGET AND APPROPRIATE; PAYMENT OF
BONDS......................................................................................................24
SECTION 4.03. CONSTRUCTION FUND.........................................................................24
SECTION4.04. REBATE FUND........................................................................................25
SECTION 4.05. ANTI-DILUTION......................................................................................26
SECTION 4.06. SEPARATE ACCOUNTS.........................................................................27
ARTICLE V
COVENANTS
SECTION5.01. GENERAL.................................................................................................28
SECTION 5.02. ANNUAL BUDGET.................................................................................28
SECTION5.03. ANNUAL AUDIT.....................................................................................28
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SECTION 5.04.
FEDERAL INCOME TAXATION COVENANTS..................................28
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01.
EVENTS OF DEFAULT...........................................................................29
SECTION6.02.
REMEDIES................................................................................................29
SECTION 6.03.
DIRECTIONS TO TRUSTEE AS TO REMEDIAL
PROCEEDINGS........................................................................................30
SECTION 6.04.
REMEDIES CUMULATIVE....................................................................30
SECTION 6.05.
WAIVER OF DEFAULT..........................................................................30
SECTION 6.06.
APPLICATION OF MONEYS AFTER DEFAULT................................30
ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01.
SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS'
CONSENT.................................................................................................32
SECTION 7.02.
SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS'
CONSENT.................................................................................................32
ARTICLE VIII
DEFEASANCE
SECTION8.01.
DEFEASANCE..........................................................................................34
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
SECTION10.05. 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
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RESOLUTION NO.26-113
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
ST. LUCIE COUNTY, FLORIDA AUTHORIZING THE ISSUANCE OF
NOT EXCEEDING $106,000,000 IN AGGREGATE PRINCIPAL AMOUNT
OF ST. LUCIE COUNTY, FLORIDA NON -AD VALOREM REVENUE
BONDS, SERIES 2026 TO REFINANCE CERTAIN INTERIM
INDEBTEDNESS OF THE COUNTY PREVIOUSLY INCURRED TO
FINANCE CERTAIN CAPITAL IMPROVEMENTS WITHIN THE
COUNTY AND TO FINANCE CERTAIN ADDITIONAL CAPITAL
IMPROVEMENTS WITHIN THE COUNTY; COVENANTING TO
BUDGET AND APPROPRIATE CERTAIN LEGALLY AVAILABLE MON-
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 the Issuer, 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 2026 (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 or the
Prior Indebtedness 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
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incurred during, and if advisable by the 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),
including the Prior Indebtedness, 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.
"Fiscal Year" shall mean the period commencing on October 1 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 a
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 June 1 and December I of each
year.
"Interlocal Agreement" shall mean the Interlocal Agreement by and between the County
and the St. Lucie County Water and Sewer District relating to the Bonds.
"Issuer" or "County" shall mean the St. Lucie County, Florida.
"Moody's" shall mean Moody's Ratings, and any assigns and successors thereto.
"Municipal Advisor" shall mean PFM Financial Advisors LLC, Orlando, Florida, or its
successors or assigns.
"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.
"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.
"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.
"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, Tampa, Florida.
"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 8.01 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
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highest rating category (without regard to gradations, such as "+" or "-" or "1, 2 or 3" of such
categories) of one of the Rating Agencies.
"Prior Indebtedness" shall mean certain debt obligations incurred by the Issuer pursuant
to that certain Loan Agreement, dated October 31, 2024, between the County and U.S. Bank
National Association, the proceeds of which were used to finance, on an interim basis, a portion
of the Costs of the Project.
"Project" shall mean 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.
"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,
Tampa, Florida.
"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.
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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.
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 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 has previously incurred the Prior Indebtedness to finance, on an interim
basis, a portion of the Costs of the Project, which Prior Indebtedness bears interest at a variable
rate.
(C) In order to provide permanent financing with respect to that portion of the Project
financed on an interim basis with proceeds of the Prior Indebtedness and to eliminate the interest
rate risk inherent with variable rate debt obligations such as the Prior Indebtedness, it is in the best
interest of the Issuer to refinance the Prior Indebtedness with proceeds of a fixed interest rate
obligation.
(D) The Issuer deems it to be in its best interest to issue the Bonds for the principal
purposes of financing the Project and refinancing the Prior Indebtedness, as determined pursuant
to the provisions herein.
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(E) 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.
(F) 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 Municipal Advisor, in accordance with the terms and provisions of
the Official Notice of Sale, shall be publicly opened and announced.
(G) 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 Municipal 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.
(H) 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.
(I) 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.
(J) 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.
(K) 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 AND
REFINANCING OF PRIOR INDEBTEDNESS. The acquisition and construction of the
Project and the refinancing of the Prior Indebtedness is hereby authorized.
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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 a Series of Bonds to be known as the "St. Lucie County, Florida Non -Ad Valorem
Revenue Bonds, Series 2026" in the aggregate principal amount of not exceeding $106,000,000,
for the purposes of financing certain capital improvements within the County consisting of the
Project, refinancing the Prior indebtedness, capitalizing interest on the Bonds through and
including December 1, 2027 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 Municipal Advisor
and Bond Counsel, to determine the aggregate principal amount of Bonds to be issued; provided,
however, the aggregate principal amount of the Bonds shall not exceed $106,000,000.
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," shall bear interest from their date of delivery, payable semi-
annually, on each Interest Date, commencing on December 1, 2026, 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 December 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 December 1, 2056. All of the terms of the Bonds will be included in a certificate to
be executed by an Authorized Issuer Officer following the award of the Bonds (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.
(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 Municipal Advisor in accordance with the terms and provisions of the
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Official Notice of Sale. The Chair shall not award the Bonds unless the true interest cost is less
than 5.25%, as determined by the Municipal 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 Municipal Advisor;
provided, however, with respect to optional redemption terms for the Bonds, if any, the first
optional redemption date may be no later than December 1, 2036 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 Municipal 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 the proceeds shall be applied to the refinancing of the Prior
Indebtedness.
(B) 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.
(C) The remaining Bond proceeds shall be deposited into the Construction Fund and
used to pay the Costs of the Project and to pay capitalized interest on the Bonds through
December 1, 2027.
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.
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
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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
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 Payment 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
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
11
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 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. If necessary or desirable,
the Board hereby authorizes any Authorized Issuer Officer to execute and deliver a new Blanket
Letter of Representations to DTC.
12
SECTION 2.09. FORM OF BONDS. The text of the Bonds shall be in substantially
the following form with such deletions, 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-
UNITED STATES OF AMERICA
STATE OF FLORIDA
ST. LUCIE COUNTY, FLORIDA
NON -AD VALOREM REVENUE BONDS, SERIES 2026
Interest
Rate
Registered Holder: CEDE & CO.
Maturity
Date
Date of
Original Issue CUSIP Number
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 June 1 and December I of each year commencing 1, 20_, 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 July 7, 2026, 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.
[Remainder of page intentionally left blank]
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
La
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.
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.
19
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.
20
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
21
Bond, the principal amount) of each Bond to be redeemed, (8) that on such redemption date there
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
PX
tax purposes of interest on such 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 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]
23
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 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 Bonds, 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
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Bonds, Series 2026 Construction Fund," which shall be used only for payment of the Costs of the
Project and capitalized interest on the Bonds through and including December 1, 2027. 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 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 Construction Fund, 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 until three years after the final maturity of the Bonds.
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 2026 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 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:
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(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
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.
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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.
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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.
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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
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the appointment of the first trustee hereunder, no further trustees may be appointed; however, the
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
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due dates, with interest upon such Bonds from 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.
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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
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provided hereby which materially adversely affects any Bondholders, (D) a preference or priority
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.
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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
34
impair the discretion of the Issuer in determining whether to exercise any such option for early
redemption.
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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, an Authorized Issuer Officer 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, deletions and additions as may be approved by the Chair. Said
Official Statement, including any such changes, amendments, modifications, deletions 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, deletions or additions.
SECTION 9.02. APPOINTMENT OF PAYING AGENT AND REGISTRAR.
Argent Institutional Trust Company, Tampa, Florida, 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 Securities 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, deletions 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 LLC. 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 and appropriate, including
36
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 LLC 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, deletions 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 Municipal Advisor, to accomplish the
competitive sale of the Bonds.
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37
ARTICLE X
MISCELLANEOUS
SECTION 10.01. SALE OF BONDS. The Bonds shall be issued and sold 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]
38
PASSED AND DULY ADOPTED this 7th day of July 2026.
ST. LUCIE COUNTY, FLORIDA
(SEAL)
ATTEST:
r, Board of County Commissioners
Depw y Clerk of the Circuit Court, ex officio Clerk
of the Board of County Commissioners
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APPROVED AS TO FORM
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EXHIBIT A
FORM OF OFFICIAL NOTICE OF SALE
OFFICIAL NOTICE OF SALE
St. Lucie County, Florida
Non -Ad Valorem Revenue Bonds, Series 2026
NOTICE IS HEREBY GIVEN that electronic bids will be received in the manner, on the
date and up to the time specified below:
10:30 a.m. Eastern Daylight Savings Time, [August _], 2026*
ELECTRONIC BIDS: May be submitted only through IHS Markit's Parity/BIDCOMP
Competitive Bidding System (the "Parity System") as described below. No other form of
bid or provider of electronic bidding services will be accepted.
GENERAL
Electronic bids will be received at the office of the County Administrator of St.
Lucie County, Florida, via the Parity System, for the purchase of all, but not less than all,
of the $[ ]* St. Lucie County, Florida Non -Ad Valorem Revenue Bonds,
Series 2026 (the "Series 2026 Bonds" or the "Bonds") to be issued by St. Lucie County,
Florida (the "County") pursuant to the terms and conditions of Resolution No. 26-[--],
adopted by the Board of County Commissioners of St. Lucie County, Florida on [July 7],
2026 (the "Bond Resolution"). Such bids will be opened in public in accordance with
applicable legal requirements.
The proceeds of the Series 2026 Bonds will be used for (1) 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, (2) to refinance certain interim
indebtedness previously issued by the County, (3) to capitalize interest on the Bonds
through December 1, 2027 and (4) and to pay the costs of issuing the Series 2026 Bonds.
The Bonds are more particularly described in the Preliminary Official Statement
dated [July _], 2026 (the "Preliminary Official Statement") relating to the Bonds,
available from the County's Municipal 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.
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 this 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 Municipal 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 [August ], 2026),
will be issued in denominations of $5,000 or integral multiples thereof, will bear interest
from their dated date until paid at the annual rate or rates specified by the successful bidder,
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.
OPTIONAL REDEMPTION
The Series 2026 Bonds maturing on or before December 1, 2036 are not subject to
optional redemption prior to maturity. The Series 2026 Bonds maturing on and after
December 1, 2037 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 December 1, 2036 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.
TERM BOND OPTION
Any consecutive maturities of the Bonds maturing on and after December 1, 2037
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 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.
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: Date of Delivery
Anticipated Date of Delivery: [August __], 2026*
Interest Payment Dates: June 1 and December 1, commencing December 1, 2026
Principal Payment Dates (December 1):
Year* Principal Amount*
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
Interest Calculation: 360-day year of twelve 30-day months
Ratings: Moody's: [ I (stable outlook)
S&P: [I (stable outlook)
Bidding Parameters
Sale Date:
Bidding Method:
All or none vs. Maturity -by -Maturity:
Bid Award Method:
Bid Award:
Good Faith Deposit:
Coupon Multiples:
Optional Redemption:
[August _, 2026*
Parity System
All -or -none
Lowest true interest cost
As soon as practicable on day of sale
$r
See "GOOD FAITH DEPOSIT" herein
1/8 or 1/20 of 1%
Yes, on and after December 1, 2036 at par
REDEMPTION" herein
See "OPTIONAL
Term Bonds: Yes, at bidder's option. See "TERM BOND OPTION" herein
Minimum Reoffering Price: Maturity [100%]
Aggregate [100%]
Insurance: None
Adjustment Parameters
Principal Increases: Maturity
Unlimited
Aggregate
15.0%
Principal Reductions: Maturity
Unlimited
Aggregate
15.0%
* Preliminary, subject to change.
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 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 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 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, Brooklyn,
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, 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, and
interest on the Bonds will be payable by Argent Institutional Trust Company, Atlanta,
Georgia, 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 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, Municipal 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 and the price or yield
at which the successful bidder 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 bidder
no more than 25 printed copies of the final Official Statement. Additional printed copies
of the Official Statement may be provided at the request and expense of the winning bidder.
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 D. 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.
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.
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 that it is the apparent winner.
AWARD OF BUD
The County expects to award the Bonds to the winning bidder 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 Brooklyn, 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. 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 Fort Pierce, Florida.
RIGHT OF CANCELLATION
The successful bidder 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 will be entitled to the return of the Good Faith Deposit accompanying its bid.
GOOD FAITH DEPOSIT
The successful bidder for the Series 2026 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 this 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 to pay for such Bonds
in compliance with the terms of this 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 Municipal 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.
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 laves. By submitting a bid for the Bonds, the successful bidder
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 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, at the bidder's written
request and expense, in registering the Bonds or obtaining an exemption 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.
The winning bidder 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(14), 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 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, 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
Municipal Advisor identified herein and any notice or report to be provided to the County
may be provided to the County's Municipal Advisor.
The County intends that the provisions of Treasury Regulation Section 1.148-
1 (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;
(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 respective Series of
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. In such case, the County may determine to treat (i) the first
price at which 10% of a maturity of the respective Series of 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 respective Series of 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 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 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 sub'ect to the hold -the -offering -Price rule in order to
establish the issue price of the Bonds.
By submitting a bid, the winning bidder 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 and (ii) agree, on behalf of the 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 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 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 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 and as set forth in the related pricing wires, (B) to promptly notify the winning
bidder 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 shall assume that each order
submitted by the underwriter, dealer or broker -dealer is a sale to the public.
(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 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 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 party 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) more than 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.
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 E 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 Nineteenth 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 Landr►,
County Administrator
Dated: [July 15], 2026
EXHIBIT A
TRUTH -IN -BONDING STATEMENT
2026
Board of County Commissioners
of St. Lucie County, Florida
Re: St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series
2026
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 2026 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, refinancing certain interim
indebtedness previously issued by the County capitalizing interest on the Bonds through
December 1, 2027 and paying certain costs of issuance of the Series 2026 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 2026 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 2026 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
A-1
EXHIBIT B
FORM OF ISSUE PRICE CERTIFICATE
ST. LUCIE COUNTY, FLORIDA
NON -AD VALOREM REVENUE BONDS, SERIES 2026
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 Offering Price. (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
V111W
Sale for the Bonds, including reporting on the sale prices of the Unsold Bonds after the
date hereof as provided therein.
2. Initial Offerin Price of the Hold -the -Offering -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.
ME
(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 [July 28], 2026.
(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 's interpretation of any laws, including
specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations thereunder. The undersigned understands that the foregoing
information will be relied upon by the Issuer with respect to certain of the representations
set forth in the 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.
M-
Dated: _ , 2026
[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(14), 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 , 2026, by [NAME] as [TITLE] on
behalf [UNDERWRITER]. He/she is ❑ personally known to me or ❑ has produced
(Type of Identification) as identification.
(Notary Seal)
C-1
Signature of Notary Public
Print, Type or Stamp Name of Notary
Serial Number, if any
EXHIBIT B
FORM OF PRELIMINARY OFFICIAL STATEMENT
PRELIMINARY OFFICIAL STATEMENT DATED , 2026
NEW ISSUE - BOOK ENTRY ONLY
Moody's: _ ( outlook)
S&P: ( outlook)
See "RATINGS" herein
In the opinion of Nabors, Giblin & 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 2026 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 2026 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 2026
Dated: Date of Delivery Due: December 1, as shown on the inside
cover
St. Lucie County, Florida (the "County") is issuing its $ * Non -Ad Valorem Revenue Bonds,
Series 2026 (the "Series 2026 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 2026 Bonds
(the "Beneficial Owners") will not receive physical delivery of the Series 2026 Bonds. Transfer of ownership in the
Series 2026 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 2026 Bonds is payable semi-annually on June 1 and December 1 of
each year commencing December 1, 2026. Principal of the Series 2026 Bonds is payable, when due, to the registered
owners upon presentation and surrender at the designated corporate office of Argent Institutional Trust Company,
Tampa, Florida, as Paying Agent and Registrar. All payments of principal, premium, if applicable, and interest on
the Series 2026 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 2026 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 2026 Bonds. See "SECURITY FOR
BONDS" herein. The Series 2026 Bonds are being issued pursuant to the authority and in compliance with Chapter
125, Florida Statutes, the Interlocal Agreement dated as of April 22, 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 July 7, 2026 (the
'Resolution").
The Series 2026 Bonds are being issued to provide funds to (i) finance the cost of the Project (as defined
herein), (ii) refinance certain interim indebtedness of the County, (iii) pay capitalized interest with respect to the
Series 2026 Bonds, and (iv) pay costs associated with the issuance of the Series 2026 Bonds.
THE SERIES 2026 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 BONDHOLDER OF ANY SERIES
2026 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING
POWER TO PAY SUCH SERIES 2026 BOND OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2026 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.
The Series 2026 Bonds are subject to optional and 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 2026 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 Katherine Barbieri,
Esquire, County Attorney, and by Bryant Miller Olive P.A., Miami, Florida, Disclosure Counsel to the County. PFM
Financial Advisors LLC, Orlando, Florida is Municipal Advisor to the County in regard to the issuance of the Series 2026
Bonds. It is expected that settlement for the Series 2026 Bonds will occur through the facilities of DTC on or about _
2026.
Electronic bids for the Series 2026 Bonds will be received through S&P's Parity Electric Competitive
Bidding System as described in the related Official Notice of Sale.
Dated: , 2026
*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 2026 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.
Maturity
(December 1 i*
r 2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
2056
MATURITIES, AMOUNTS, INTEREST RATES, PRICE,
YIELD AND INITIAL CUSIP NUMBERS
ST. LUCIE COUNTY, FLORIDA
Non -Ad Valorem Revenue Bonds,
Series 2026
Interest Initial CUSIP
Amount* Rate Price Yield Numbers'
* Preliminary, subject to change. See "Adjustment of Amounts and Maturities" in the Official Notice of Sale.
** 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
Katherine Barbieri, Esq.
MANAGEMENT AND BUDGET DIRECTOR
Jennifer Hill
CLERK OF THE CIRCUIT COURT
Michelle R. Miller
MUNICIPAL 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 2026 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 2026 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.
Upon issuance, the Series 2026 Bonds will not be registered under the Securities Act of 1933 or
any state securities law, will not be listed on any stock or other securities exchange, and neither the
Securities and Exchange Commission (the "SEC') nor any other federal, state, municipal or other
governmental entity, other than the County, will have passed upon the accuracy or adequacy of this
Official Statement or approved the Series 2026 Bonds for sale. The Resolution has not been qualified
under the Trust Indenture Act of 1939, as amended, in reliance upon exceptions contained in such Act.
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.
NO REGISTRATION STATEMENT RELATING TO THE SERIES 2026 BONDS HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (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 2026 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. 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. THE COUNTY DOES NOT PLAN TO ISSUE
ANY UPDATES OR REVISIONS TO THOSE FORWARD -LOOKING STATEMENTS IF OR WHEN ITS
EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS
ARE BASED OCCUR, SUBJECT TO ANY CONTRACTUAL OR LEGAL RESPONSIBILITIES TO THE
CONTRARY.
THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE A CONTRACT BETWEEN THE
COUNTY AND ANY ONE OR MORE OF THE OWNERS OF THE SERIES 2026 BONDS.
THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS IN
EITHER BOUND OR PRINTED FORMAT ("ORIGINAL BOUND FORMAT"), OR IN ELECTRONIC
FORMAT ON THE FOLLOWING WEBSITES: WWW.MUNIOS.COM AND WWW.EMMA.MSRB.ORG.
THIS OFFICIAL STATEMENT MAY BE RELIED ON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT,
OR IF IT IS PRINTED OR SAVED IN FULL DIRECTLY FROM THE AFOREMENTIONED WEBSITES.
TABLE OF CONTENTS
Contents
Paee
INTRODUCTION.......................................................................................................................................................1
General...........................................................................................................................................................1
Authority for and Purpose of Issuance.....................................................................................................1
Securityfor the Series 2026 Bonds..............................................................................................................2
OtherInformation........................................................................................................................................2
PLANOF FINANCE..................................................................................................................................................2
TheProjects...................................................................................................................................................2
Repaymentof Prior Indebtedness..............................................................................................................2
THEINTERLOCAL AGREEMENT.........................................................................................................................2
DESCRIPTION OF THE SERIES 2026 BONDS.......................................................................................................3
General...........................................................................................................................................................3
Book -Entry Only System.............................................................................................................................3
OptionalRedemption..................................................................................................................................5
MandatoryRedemption..............................................................................................................................6
Selection of Series 2026 Bonds to be Redeemed.......................................................................................6
Noticeof Redemption..................................................................................................................................7
Redemption of Portions of Series 2026 Bonds..........................................................................................7
Payment of Redeemed Series 2026 Bonds.................................................................................................8
Purchase in Lieu of Optional Redemption................................................................................................8
Interchangeability, Negotiability and Transfer........................................................................................8
SECURITYFOR THE SERIES 2026 BONDS...........................................................................................................9
General...........................................................................................................................................................9
Covenant To Budget And Appropriate...................................................................................................10
ConstructionFund.....................................................................................................................................11
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..................................................................................................................................23
Chargesfor Services...................................................................................................................................23
Finesand Forfeitures..................................................................................................................................24
Miscellaneous Non -Ad Valorem Revenue..............................................................................................24
UtilityTransfers..........................................................................................................................................24
Historical Receipt of Non -Ad Valorem Revenues.................................................................................24
Debt of County Secured by Non -Ad Valorem Revenues.....................................................................26
INVESTMENTCONSIDERATIONS.....................................................................................................................29
i
GENERAL INFORMATION REGARDING ST. LUCIE COUNTY...................................................................31
Background.................................................................................................................................................31
CountyGovernment..................................................................................................................................31
ManagementDiscussion...........................................................................................................................32
Reserves...........................................................................................................
............................................34
DebtPolicy..................................................................................................................................................34
InvestmentPolicy.......................................................................................................................................35
LIABILITIESOF THE COUNTY............................................................................................................................37
PensionPlans..............................................................................................................................................37
OtherPost -Employment Benefits.............................................................................................................37
LEGALMATTERS....................................................................................................................................................37
LITIGATION.............................................................................................................................................................38
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
...........................................................38
TAXMATTERS.........................................................................................................................................................39
RATINGS...................................................................................................................................................................41
MUNICIPALADVISOR..........................................................................................................................................41
INDEPENDENTACCOUNTANTS.......................................................................................................................41
COMPETITIVESALE...............................................................................................................................................42
LEGALITYFOR INVESTMENT.............................................................................................................................42
CONTINGENTFEES...............................................................................................................................................42
ENFORCEABILITYOF REMEDIES.......................................................................................................................42
CONTINUINGDISCLOSURE................................................................................................................................43
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT................................................................43
AUTHORIZATION OF OFFICIAL STATEMENT...............................................................................................44
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
11
OFFICIAL STATEMENT
relating to
ST. LUCIE COUNTY, FLORIDA
NON -AD VALOREM REVENUE BONDS, SERIES 2026
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 2026
(the "Series 2026 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 2026 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 2026 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 2026 Bonds are being issued pursuant to the authority and in compliance with Chapter
125, Florida Statutes, the Interlocal Agreement, dated as of April 22, 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 July 7, 2026 (the "Resolution")_
The Series 2026 Bonds are being issued to provide funds to (i) finance the cost of the Project (as
defined herein), (ii) refinance certain interim indebtedness of the County, (iii) pay capitalized interest with
respect to the Series 2026 Bonds, and (iv) pay costs associated with the issuance of the Series 2026 Bonds. See
"PLAN OF FINANCE" herein for a description of the projects.
* Preliminary, subject to change.
Security for the Series 2026 Bonds
The Series 2026 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 2026 Bonds. See
"SECURITY FOR THE SERIES 2026 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 2026 Bonds and information from reports contained
herein do not purport to be comprehensive or definitive.
PLAN OF FINANCE
The Project
The proceeds of the Series 2026 Bonds will be used for the acquisition and construction of certain
capital improvements relating to the water and wastewater system (the "Project") owned and operated by
the St. Lucie County Water and Sewer District (the "District"), which is initially anticipated to include:
[Project description to come]
Repayment of Prior Indebtedness
The County expects to repay the Prior Indebtedness (as defined below) with a portion of the
proceeds of the Series 2026 Bonds on the date of delivery of the Series 2026 Bonds. Such Prior Indebtedness
was issued as a line of credit in the amount of not to exceed $50,000,000 evidenced by the Non -Ad Valorem
Note, Series 2024.
"Prior Indebtedness" shall mean certain debt obligations incurred by the County pursuant to that
certain loan agreement, dated October 31, 2024, between the County and U.S. Bank National Association,
the proceeds of which were used to finance, on an interim basis, a portion of the Costs of the Project.
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 comprised 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 the Interlocal Agreement to provide for the
acquisition and construction of the Project. Under the terms of the Interlocal Agreement, the County shall
issue the Series 2026 Bonds to construct the Project. The Project financed or refinanced with proceeds of the
Series 2026 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 fall payment
of the Series 2026 Bonds.
DESCRIPTION OF THE SERIES 2026 BONDS
General
The Series 2026 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 2026 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 2026 Bonds shall be payable semi-annually on June 1
and December 1 in each year commencing December 1, 2026, and is payable by check or draft of Argent
Institutional Trust Company, Tampa, Florida, as initial registrar and paying agent (the "Registrar" and the
"Paying Agent"). Interest on the Series 2026 Bonds shall be payable by check or draft of the Paying Agent
made payable and mailed to the Holder in whose name such Series 2026 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 2026 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 2026 Bonds
are payable in lawful money of the United States of America. All payments of principal, premium, if
applicable, and interest on the Series 2026 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 2026 BONDS, AS
NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2026
BONDHOLDERS OR REGISTERED BONDHOLDERS OF THE SERIES 2026 BONDS SHALL MEAN
CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2026 BONDS. THE
DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT
TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2026 BONDS, PAYMENT OF INTEREST
AND PRINCIPAL ON THE SERIES 2026 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER
DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2026 BONDS, CONFIRMATION AND
TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2026 BONDS, AND OTHER
RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND
BENEFICIAL OWNERS OF THE SERIES 2026 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 2026 Bonds. The Series 2026 Bonds will be
issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or
9
such other name as may be requested by an authorized representative of DTC. One fully -registered Series
2026 Bond certificate will be issued for each maturity of the Series 2026 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 2026 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series 2026 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 2026 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 2026 Bonds, except in the event that use of the book -entry system for the
Series 2026 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2026 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 2026 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 2026 Bonds;
DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2026 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.
4
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 2026 Bonds may wish to
take certain steps to augment the transmission to them of notices of significant events with respect to the
Series 2026 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security
documents. For example, Beneficial Owners of Series 2026 Bonds may wish to ascertain that the nominee
holding the Series 2026 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 2026 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 2026 Bonds unless authorized by a Direct Participant in accordance with DTC's NMI 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 2026 Bonds are credited on the record date (identified in a listing attached to the
Omnibus Proxy).
Redemption proceeds and distributions on the Series 2026 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 2026 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 2026 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 2026 Bond certificates will be printed and
delivered to DTC.
Optional Redemption
5
The Series 2026 Bonds maturing on or before December 1, 2036 are not subject to optional
redemption prior to maturity. The Series 2026 Bonds maturing on and after December 1, 2037 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 December 1, 2036 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 2026 Bonds maturing on December 1, 20_, are subject to mandatory sinking fund
redemption, prior to maturity in part, by lot on December 1, 20_ and on each December 1 thereafter, at a
redemption price equal to the principal amount of such Series 2026 Bonds or portions thereof to be
redeemed, plus interest accrued thereon to the date of redemption, on December 1 in the following years
and in the following amounts:
Year Amount
*Maturity.
Selection of Series 2026 Bonds to be Redeemed
The Series 2026 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 2026 Bonds to be redeemed_ For purposes of any redemption of less than all
of the Outstanding Series 2026 Bonds of a single maturity, the particular Series 2026 Bonds or portions of
the Series 2026 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 2026 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 Bonds or portions of the Series 2026 Bonds in
principal amounts of $5,000 and integral multiples thereof. If less than all of a Term Series 2026 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 2026 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 2026 Bonds) in writing of the Series 2026 Bonds or portions of the Series 2026 Bonds selected
for redemption and, in the case of any Series 2026 Bond selected for partial redemption, the principal
amount thereof to be redeemed.
Investors should note that while DTC is the registered owner of the Series 2026 Bonds, partial prepayments
of the Series 2026 Bonds will be determined in accordance with DTC's procedures. The County intends that
prepayment allocations made by DTC, the DTC Participants or such other intermediaries that may exist between the
County and the Beneficial Owners of the Series 2026 Bonds be made in accordance with the method of selection of
Series 2026 Bonds for a partial prepayment described above. However, the selection of the Series 2026 Bonds for
prepayment in DTC's book -entry only system is subject to DTC's practices and procedures as in effect at the time of
any such partial prepayment. The County can provide no assurance that DTC or the DTC Participants or any other
M
intermediaries will allocate prepayments among Beneficial Owners in accordance with the method of selection of Series
2026 Bonds for a partial prepayment described above.
Notice of Redemption
Notice of such redemption, which shall specify the Series 2026 Bond or Series 2026 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 2026 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 2026 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 Series 2026 Bonds to be redeemed, or any defect therein, shall not affect the proceedings for
redemption of Series 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
Bondholder's Series 2026 Bonds.
Each notice of redemption shall state: (1) the CUS1P numbers and any other distinguishing number
or letter of all Series 2026 Bonds being redeemed, (2) the original issue date of such Series 2026 Bonds, (3)
the maturity date and rate of interest borne by each Series 2026 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 2026 Bonds are to be redeemed, the certificate number (and, in the case of a partial redemption of
any Series 2026 Bond, the principal amount) of each Series 2026 Bond to be redeemed, (8) that on such
redemption date there shall become due and payable upon each Series 2026 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 2026 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 2026 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 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 in the Resolution to all affected Holders not
later than three business days prior to the date of redemption.
Redemption of Portions of Series 2026 Bonds
Any Series 2026 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 2026 Bond, without service charge, a new Series 2026 Bond or Series 2026 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 Series 2026 Bonds so surrendered.
7
Payment of Redeemed Series 2026 Bonds
Notice of redemption having been given substantially as aforesaid and not subsequently rescinded,
the Series 2026 Bonds or portions of the Series 2026 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 2026 Bonds or portions of the
Series 2026 Bonds shall cease to bear interest. Upon surrender of such Series 2026 Bonds for redemption in
accordance with said notice, such Series 2026 Bonds shall be paid by the Registrar and/or Paying Agent at
the appropriate Redemption Price, plus accrued interest. All Serie 2026 Bonds which have been redeemed
shall be cancelled 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 2026 Bonds are
subject to optional redemption pursuant to the Resolution, all or a portion of the Series 2026 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 2026 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 2026 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 2026 Bonds. In the event the Paying Agent, as trustee, is so directed to purchase
Series 2026 Bonds in lieu of optional redemption, no notice to the Holders of the Series 2026 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 2026 Bonds if such Series 2026 Bonds had been
redeemed rather than purchased. Each Series 2026 Bond so purchased shall not be canceled or discharged
and shall be registered in the name of the County. The Series 2026 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-entnj only system of registration is
discontinued.
The Series 2026 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 2026 Bonds of the same maturity of any other authorized
denominations.
The Series 2026 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
2026 Bonds. So long as any of the Series 2026 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 2026 Bonds.
Each Series 2026 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 Bondholder 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 2026 Bond, the County shall issue, and cause to
be authenticated, in the name of the transferee a new Series 2026 Bond or Series 2026 Bonds of the same
aggregate principal amount, interest rate, and maturity as the surrendered Series 2026 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 2026 Bond shall be registered upon the books of the County as the absolute
owner of such Series 2026 Bond, whether such Series 2026 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
Series 2026 Bond and for all other purposes, and all such payments so made to any such Bondholder or
upon his order shall be valid and effectual to satisfy and discharge the liability upon such Series 2026 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 2026 Bonds,
forthwith (A) following the fifteenth day prior to an Interest Date for the Series 2026 Bonds; (B) following
the fifteenth day next preceding the date of first mailing of notice of redemption of any Series 2026 Bonds;
and (C) at any other time as reasonably requested by the Paying Agent of such Series 2026 Bonds, shall
certify and furnish to such Paying Agent the names, addresses and holdings of Holders and any other
relevant information reflected in the registration books. Any Paying Agent of any fully registered Series
2026 Bond shall effect payment of interest on such Series 2026 Bonds by mailing a check to the Holder
entitled thereto or may, in lieu thereof, upon the request and expense of such Bondholder, transmit such
payment by bank wire transfer for the account of such Bondholder.
In all cases in which the privilege of exchanging the Series 2026 Bonds or transferring the Series
2026 Bonds is exercised, the County shall execute and deliver the Series 2026 Bonds and the Registrar shall
authenticate such Series 2026 Bonds in accordance with the provisions of the Resolution. Execution of Series
2026 Bonds by the Chair and Clerk for purposes of exchanging, replacing or transferring the Series 2026
Bonds may occur at the time of the original delivery of the Series 2026 Bonds. All Series 2026 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 2026 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 the Series 2026 Bonds during the
15 days next preceding an Interest Payment Date on the Series 2026 Bonds, or, in the case of any proposed
redemption of Series 2026 Bonds, then, for the Series 2026 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.
SECURITY FOR THE SERIES 2026 BONDS
General
The Series 2026 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
M
principal of and interest on the Series 2026 Bonds when due. See "- Covenant To Budget And Appropriate"
below.
THE SERIES 2026 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
BONDHOLDER OF ANY SERIES 2026 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE
EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2026 BOND OR BE
ENTITLED TO PAYMENT OF SUCH SERIES 2026 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 2026 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 in the Resolution to maintain any services or programs, now
provided or maintained by the County, which generate Non -Ad Valorem Revenues. See 'DESCRIPTION
OF NON -AD VALOREM REVENUES" herein for a description of the various Non -Ad Valorem Revenues
of the County.
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 Bondholder 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 in the Resolution shall have the effect of making available for the
payment of the Series 2026 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.
Further, the County covenanted and agreed, pursuant to the Resolution, to transfer to the Paying
Agent for the Series 2026 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 2026 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 Series 2026 Bonds
when due.
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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 2026 Construction Fund,"
which shall be used only for payment of the Costs of the Project and capitalized interest on the Series 2026
Bonds through and including December 1, 2027. Moneys in the Construction Fund, until applied in
payment of any item of the Cost of the Project in the manner provided in the Resolution, shall be held in
trust by the County and shall be subject to alien and charge in favor of the Holders of the Series 2026 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 2026 Bonds when due.
Rebate Fund
The County 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 2026 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 2026 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 Series 2026 Bonds. For a complete description of the "St. Lucie County, Florida Non -Ad Valorem
Revenue Bonds, Series 2026 Rebate Fund" terms and conditions of the Series 2026 Bonds, reference is made
to "APPENDIX C - The Resolution" attached hereto.
Anti -Dilution
The County covenanted and agreed, pursuant to the Resolution, that except for the Series 2026
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,
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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 the 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 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 provided in the Resolution.
The designation and establishment of any 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 2026 Bonds upon written request. The County shall be permitted to make a reasonable
charge for furnishing such information to such Bondholder or Bondholders.
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ESTIMATED SOURCES AND USES OF FUNDS
The table that follows summarizes the estimated sources and uses of funds relating to the sale of
the Series 2026 Bonds:
SOURCES:
Principal Amount of Series 2026 Bonds
[Plus] [Less] Original Issue [Net] [Premium] [Discount]
TOTAL SOURCES
USES:
Deposit to the Construction Fund(')
Cost of Issuance(')
TOTAL USES_
(1) Includes repayment of Prior Indebtedness and capitalized interest.
(2) Includes municipal advisory and legal fees and expenses, Purchaser's discount and
miscellaneous costs of issuance.
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DEBT SERVICE SCHEDULE
The following table sets forth the annual debt service schedule for the Series 2026 Bonds:
Bond Year Ending
(December 1
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
2056
TOTAL
Principal Interest Debt Service
[Remainder of page intentionally left blank]
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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 2026 BONDS AND THE COUNTY IS NOT OBLIGATED TO
BUDGET AND APPROPRIATE AD VALOREM TAX REVENUES FOR THE PAYMENT OF THE
SERIES 2026 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 2026 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
2026 Bonds. The Bondholders of the Series 2026 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 2026 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 2026 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, 2026 is $4.1985 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 as of September 30, 2025.
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 2026 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 2026 Bonds from
such Non -Ad Valorem Revenues. Specific sources of Non -Ad Valorem Revenues may increase or decrease
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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.
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, 2025, in the amount of $736,542 (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:
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(a) Information services.
(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 services 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 Statutes,
17
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, 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.
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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.
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 [$32,000] 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 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-
W
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 o ulation
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, 2025 in the amount of $14,880,841.
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 Financial Services ("DFS") 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
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;
20
(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 Sharin4
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 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
21
collections in all eligible counties during the preceding year. The County collected the State Revenue
Sharing Funds amount for the State's Fiscal Year ended June 30, 2024 in the amount of $8,238,434 (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.
Counter 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 Stables.
For the County's Fiscal Year ended September 30, 2025, the County paid its required annual
contribution of $6,728,292.75 to the State from the County's General Fund and for the Fiscal Year ending
September 30, 2026, the County has budgeted $7,939,788 for its required annual contribution from the
County's General Fund. The County's annual contribution is due in equal monthly installments by the 511,
day of each month. If the County fails to remit the payment by the 51h of the month, the FDOR shall reduce
22
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
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
23
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 Series
2026 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.
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. 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.
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. Additionally, water and
sewer revenues and solid waste revenues are not included in the following table but are available to make
debt service payments on the Series 2026 Bonds.
24
NON -AD VALOREM REVENUES OF ST. LUCIE COUNTY, FLORIDA
2025
2024
2023
2022
2021
Local business taxes
$22,447
$22,894
$24,292
$24,640
$25,931
Tourist development taxes
6,707,684
6,148,354
6,749,306
6,282,655
4,641,864
Licenses and permits
500
-
500
-
500
Franchise fees
-
5,085,720
1,553,602
5,081,442
4,389,125
Intergovernmental revenues
406,695
6,203,156
13,238,496
18,533,364
13,730,573
Charges for services
21,582,370
18,716,746
16,543,976
16,362,789
15,477,533
Fines and forfeitures
1,777,675
1,543,219
1,790,530
1,542,521
1,551,174
Investment income
7,404,870
12,196,025
7,455,855
(4,065,285)
731,390
Contributions from property owners
103,639
127,155
198,161
281,643
216,060
Lease Revenue
240,400
-
-
-
-
Miscellaneous
14,547,315
11,120,124
13 0058,696
8,986,765
8,151,367
Total Legally Available Non -Ad
J52,793,595
$61,1633K
60 6�13 4_14
53,030.534
$48,915 517
Valorem Revenues
Source: St. Lucie County Finance Department
[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 SEPTEMBER 30, 2025
Principal
Principal
Issue
Amount
Amount
Issued
Outstandin
Capital Improvement Revenue Bond, Series 2015 (Tax Collector Building)
$7,000,000
$3,980,000
Capital Improvement Revenue Bond, Series 2016 (Jail Security System)
3,320,000
1,275,000
Capital Improvement Revenue Bond, Series 2016A (Airport)
3,000,000
830,000
Non -Ad Valorem Revenue Bonds, Series 2017 (Sports Complex)
46,865,000
36,375,000
Taxable Non -Ad Valorem Revenue Bonds, Series 2017A (Port Property)
25,730,000
22,790,000
Taxable Capital Improvement Revenue Bond, Series 2019 (Health Clinic)
2,611,000
1,707,000
Capital Improvement Revenue Note, Series 2021(SHI Beach & Dune Restore)
4,560,000
3,020,000
Sales Tax Revenue Refunding Note, Series 2023A
31,160,000
23,340,000
Non -Ad Valorem Revenue Note, Series 2024G)
50,000,000
-
Non -Ad Valorem Revenue Bonds, Series 2025A (Utility Facilities)
124,440,000
124,440,000
Non -Ad Valorem Revenue Bonds, Series 2025B (Solid Waste)
34,020,000
34,020,000
Source: St. Lucie Counilj Finance Department.
(1) This constitutes Prior Indebtedness and was structured as a Line of Credit. $13,146,000 has been drawn as of June 21,
2026.
The County also has several capital leases outstanding totaling $7,266,829 as of September 30, 2025
payable from Non -Ad Valorem Revenues. These financed purchases consist of an FPL Equipment Purchase
Agreement (energy efficiency equipment) entered into on [December 1, 20151 and a Motorola Purchase
Agreement (communication equipment) entered into on November 1, 2025.
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 2026 Bonds. See below for various indebtedness secured by non -ad valorem revenues and
the debt service related thereto.
[Remainder of page intentionally left blank]
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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 2026 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 2026 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 2026 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 2026 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 2026 Bonds. See "RATINGS" herein.
2. The County's covenant to budget and appropriate from Non -Ad Valorem Revenues for the
payment of the Series 2026 Bonds is limited by a number of factors. As indicated under the caption
"SECURITY FOR THE SERIES 2026 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 2026 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 2026 Bonds.
4. In the event of a default in the payment of principal of or interest on the Series 2026 Bonds,
the remedies of the owners of the Series 2026 Bonds are limited under the Resolution. See "APPENDIX C
— The Resolution" herein.
►W1
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. However, to mitigate against such impacts, the County has
6. [Computer networks and systems used for data transmission and collection are vital to the
efficient operations of the County. County systems provide support to departmental operations and
constituent services by collecting and storing confidential data, including security information, confidential
information related to safety, information applying to suppliers and business partners, and personally
identifiable information of constituents and employees. The secure processing, maintenance and
transmission of this information is critical to departmental operations and the provision of County services.
Increasingly, governmental entities are being targeted by cyberattacks seeking to obtain confidential data
or disrupt critical services. A rapidly changing cyber risk landscape may introduce new vulnerabilities that
attackers/hackers can exploit in attempts to effect breaches or service disruptions. Employee error and/or
malfeasance may also contribute to data loss or other system disruptions. Any such breach could
compromise networks and the confidentiality, integrity and availability of systems and the information
stored there. The potential disruption, access, modification, disclosure or destruction of data could result
in interruption of the efficiency of County commerce, initiation of legal claims or proceedings, liability
under laws that protect the privacy of personal information, regulatory penalties, disruptions in operations
and the services provided, and the loss of confidence in County operations, ultimately adversely affecting
County revenues. The County dos have a Cybersecurity policy to help mitigate the dangers of cyberattacks
and to protect confidentiality, integrity, and availability of the County's critical systems and confidential
data.] [Insert Cybersecurity Policy]
7. To address property reform with a goal of placing a property tax amendment on the
upcoming November ballot, the Governor called a special legislative session that started on Monday, June
1, 2026. Senate Joint Resolution 2-F was filed on May 28, 2026, as amended, and proposed amendments to
the State Constitution to, among other things, revise the limitation on annual assessment increases from
10% to 5% for non -homestead real property, increase the homestead exemption for non -school ad valorem
taxes to the first $150,000 of assessed value of homestead properties in 2027 and to the first $250,000 of
assessed value of homestead properties in 2028, with a mandate for the Florida Legislature to create a
schedule for full elimination of ad valorem taxes, and impose other limitations on the use of ad valorem
taxes levied by counties and municipalities. House Joint Resolution IF, as amended, an identical bill to
Senate Joint Resolution 2-F, was subsequently passed by the Florida House and Florida Senate, placing
such amendments on the November 2026 ballot. Such measures, if approved, could reduce the ad valorem
tax base or affect the taxing authority of local governments. The constitutional amendments would require
approval by at least 60% of voters at the November 2026 statewide referendum before becoming effective
and there can be no assurance that such statewide referendum will pass. The cumulative effect of current
or future changes to ad valorem taxation could have a material adverse impact on local government
finances, including the availability of revenues to fund operations or meet debt service obligations.
30
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 on the collection of ad valorem
taxes by the County, the County's finances in general or the County's ad valorem taxing power. See
"APPENDIX A - FLORIDA CONSTITUTIONAL LIMITATIONS AND PROPERTY TAX REFORM".
GENERAL INFORMATION REGARDING ST. LUCIE COUNTY
Background
The County is located on the east south central coast of Florida and encompasses a total area of
approximately 688 square miles, of which 572 square miles is land and 116 square miles is water. 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 2025 was 394,074, representing a 2.15% increase from 2024. 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 Expires
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 the County, and also served as the County's Human Resources and
Risk Manager. Mr. Landry retired from the United States Army after twenty years of service, having earned
two Bronze Stars and a Purple Heart. Mr. Landry earned a Bachelors degree and Masters degree in Business
Administration from Columbia Southern University.
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.
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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 2025-2026 Budget ("Fiscal Year 2026 Budget") for the County was adopted
by the Board on September 18, 2025, as shown below. The original Fiscal Year 2026 Budget was
$912,006,459, 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 2026 was approximately $285,146,261 and represented an increase of 6.3% from the
Fiscal Year 2025 adopted General Fund Budget ($267,840,890). The Fiscal Year 2026 Budget includes an
aggregate millage rate of 7.9982 mills. This represents the sixth consecutive year of a millage rate reduction
and signifies a total reduction of 0.8777 mills of the aggregate millage rate since Fiscal Year 2020. A major
portion of the County's General Fund revenues is Ad Valorem taxes, which is budgeted at $186,358,365, an
increase of $17,263,601 over the Fiscal Year 2025 Budget ($169,094,764). This increase is due to an 11.45%
increase in taxable value, which is 44,386,891,677. 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 2026 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 public safety budget for Fiscal Year 2026
decreased to approximately $2,508,002 from approximately $17,200,978 in Fiscal Year 2025 in the General
Fund Budget. Additional funds were budgeted in the Fine & Forfeiture Fund to realize an overall increase
of 2.7%.
ST. LUCIE COUNTY, FLORIDA
Fiscal Year 2025-2026 Adopted Budget
Estimated Revenues
Estimated Beginning Balances
$90,772,872
Taxes:
Ad Valorem
186,358,365
Other Taxes & fees
25,000
Licenses and Permits
0
Intergovernmental Revenues
4,963,146
Charges for Services
1,870,928
Fines and Forfeits
67,300
Miscellaneous Revenues
7,833,324
Other Financing Sources
Interfund Transfers — In
2,930,250
Proceeds from Loans/Bonds
150,000
Internal Services & Other
0
Less 5%
(9,824,924)
Total Estimates Revenue Sources
$285,146,261
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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
$43,620,688
2,508,002
3,729,598
301,482
16,125,195
13,767,638
0
22,475,691
2,525,211
0
18,993,718
55,028,207
$179,075,430
106,070,831
$285,146,261
Source: St. Lucie County Board of County Commissioners Final Budget, Fiscal Year 2026.
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Reserves
By adoption of the Fiscal Year 2026 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 2025-2026 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 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.
• The County strives to maintain a minimum underlying bond rating equivalent to "Upper Medium
Grade" (Moody Rating Service A or Standard & Poor's A). The County shall request an evaluation
of their underlying rating deemed necessary in accordance with recommendations from County's
Financial Advisor.
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• 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 extent 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 will ensure that an adequate system of internal control exists that provides reasonable
assurance of compliance with applicable laws, rules, regulations, and covenants associated with
outstanding debt.
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
4. Treasury Inflation Protected Securities
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 States
Government. Such securities will include, but not be limited to, the following:
1. Farmers Home Administration
2. 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
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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.
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. U.S. dollar
denominated corporate obligations or corporate notes issued by issuers domiciled in the following
developed countries are permitted, quality and maturity limits apply:
1. Australia
2. Canada
3. France
4. Germany
5. Japan
6. United Kingdom
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)
k. Asset -Backed Securities (ABS) - Approved Securitization Types are Auto Loans, Auto
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Leases, Credit Cards, Rate Reduction Bonds, Equipment Trusts, and Cell Phone Receivables. Deal size at
issue must be at least $300 million. ABS must be AAA rated by at least two nationally recognized rating
agencies.
1. 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.
M. Municipal Dept - Obligations of states and local jurisdictions in the United States with at
least two of the following three minimum ratings: A- by Standard & Poor's, A3 by Moody's, or A- by
Fitch.
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
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.
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 2026 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 Sheriffs 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 2026 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 2026 Bonds. Certain legal matters will be passed on for
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the County by Katherine Barbieri, 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
2026 Bonds; provided, however, that Bond Counsel will render an opinion to the Purchaser of the Series
2026 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 2026 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 2026
Bonds.
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 2026
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 2026
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.
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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 2026 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 2026 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. Failure by the County to comply subsequent to the issuance of the Series 2026 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 2026 Bond proceeds and
the timely payment of certain investment earnings to the Treasury of the United States, may cause interest
on the Series 2026 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
2026 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 2026 Bonds, including, among
other things, restrictions relating to the use or investment of the proceeds of the Series 2026 Bonds and the
payment of certain arbitrage earnings in excess of the "yield" on the Series 2026 Bonds to the Treasury of
the United States of America. Noncompliance with such provisions may result in interest on the Series 2026
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
2026 Bonds. Prospective purchasers of Series 2026 Bonds should be aware that the ownership of Series
2026 Bonds may result in other collateral federal tax consequences. For example, ownership of the Series
2026 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 2026 Bonds in passive income for certain Subchapter S corporations. In addition, the
interest on the Series 2026 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 2026 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.
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Other Tax Matters
Interest on the Series 2026 Bonds may be subject to state or local income taxation under applicable
state or local laws in other jurisdictions. Purchasers of the Series 2026 Bonds should consult their own tax
advisors as to the income tax status of interest on the Series 2026 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 then -President Biden 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 IRA,
of certain corporations for tax years beginning after December 31, 2022. Interest on the Series 2026 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 2026 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 2026 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 2026 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 2026 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 2026 Bonds.
Original Issue Discount
Certain of the Series 2026 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.
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Original Issue Premium
Certain of the Series 2026 Bonds (the "Premium Bonds") may be offered and sold to the public at
an initial offering price in excess of the principal amount of such Premium Bonds, 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 Premium Bonds which term ends on the
earlier of the maturity or call date for each Premium Bond which minimizes the yield on said Premium
Bonds to the purchaser. For purposes of determining gain or loss on the sale or other disposition of
Premium Bond, an initial purchaser who acquires such obligation in the initial offering to the public at the
initial offering price is required to decrease such purchaser's adjusted basis in such Premium 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 Premium Bonds. The federal income tax consequences of
the purchase, ownership and sale or other disposition of Premium 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 Premium Bonds are advised that they should consult with their own tax
advisors with respect to the state and local tax consequences of owning such Premium Bonds.
RATINGS
Moody's Ratings and S&P Global Ratings, Inc. are expected to assign their ratings of "[]"
( outlook) and "[ ]" ( outlook), respectively, to the Series 2026 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 2026 Bonds. An explanation of the significance of the ratings
can be received from the rating agencies.
MUNICIPAL ADVISOR
The County has retained PFM Financial Advisors, LLC, Orlando, Florida, as Municipal Advisor in
connection with the County's financing plans and with respect to the authorization and issuance of the
Series 2026 Bonds. The Municipal 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 Municipal Advisor did not participate in the
underwriting of the Series 2026 Bonds.
INDEPENDENT ACCOUNTANTS
The Independent Auditors' Report of the County for the Fiscal Year ending September 30, 2025 and
report relating to the Basic Financial Statements contained therein of James Moore & Co., P.L.,121 Executive
Circle, Daytona Beach, Florida 32114 (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, 2025. 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 2026 Bonds.
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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 accordance with
applicable law. The annual financial statement shall be prepared in conformity with generally accepted
accounting principles consistently applied.
COMPETITIVE SALE
The Series 2026 Bonds are being purchased at competitive sale by (the
"Purchaser"), at a purchase price equal to $ (taking into account net original issue
premium/discount on the Series 2026 Bonds of $ and the Purchaser's discount of
$ ). The 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 2026 Bonds if any Series 2026
Bonds are purchased. The yields shown on the inside cover page of this Official Statement were furnished
by the Purchaser. All other information concerning the nature and terms of any re -offering should be
obtained from the Purchaser and not the County.
LEGALITY FOR INVESTMENT
The Series 2026 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 Municipal Advisor and Disclosure Counsel with
respect to the authorization, sale, execution and delivery of the Series 2026 Bonds. Payment of the fees of
such professionals are contingent upon the issuance of the Series 2026 Bonds.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2026 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 2026 Bonds, may not be
readily available or may be limited. The various legal opinions to be delivered concurrently with the
delivery of the Series 2026 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 before
or after such delivery. See "APPENDIX C - The Resolution" attached hereto for a description of events of
default and remedies.
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CONTINUING DISCLOSURE
The County will covenant for the benefit of the owners of the Series 2026 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. The County has contracted
with Digital Assurance Certification, L.L.C. to provide such information. 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 ENEMA. 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 2026 Bonds. These covenants have been made in order to assist the Purchasers 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 2026 Bonds, no party other than the County is obligated
to provide any continuing disclosure information with respect 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 2026
Bonds, the security for the payment of the Series 2026 Bonds and the rights and obligations of the owners
thereof and to each such statute, report or instrument.
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 2026 Bonds.
The appendices attached hereto are integral parts of this Official Statement and must be read in
their entirety together with all foregoing statements.
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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 2026 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 2026 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
By
Chair, Board of County Commissioners
County Administrator
44
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, 2025.
A-1
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 "County") in connection with the issuance of its
$ _ Non -Ad Valorem Revenue Bonds, Series 2026 (the "Series 2026 Bonds").
The Series 2026 Bonds are being issued under the provisions of the Constitution of the
State of Florida, Chapter 125, Florida Statutes, the general laws of the State of Florida, Resolution
No. adopted on July 7, 2026 (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 County covenants and agrees as follows:
SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure
Certificate is being executed and delivered by the County for the benefit of the holders and
Beneficial Owners (defined below) of the Series 2026 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 County 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 2026 Bonds (including
persons holding Series 2026 Bonds through nominees, depositories or other intermediaries), or
(b) is treated as the owner of any Series 2026 Bond for federal income tax purposes.
"Dissemination Agent" shall mean initially the County or any successor Dissemination
Agent designated in writing by the County, and which has filed with the County a written
acceptance of such designation.
"EMMA" shall mean the Electronic Municipal Market Access web portal of the MSRB,
located at http:/Jwww.emma.msrb.2%.
"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 County, 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 2026 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 2026
Bonds required to comply with the Rule in connection with offering of the Series 2026 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 County shall, or shall cause the Dissemination Agent to, not later than April
30th after the end of the County's last fiscal year (presently ends September 30), commencing with
the report for the 2025-2026 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 County 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 as they are provided when they become available. If the
County'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
County by telephone and in writing (which may be by e-mail) to remind the County of its
undertaking to provide the Annual Report pursuant to Section 3(a). Upon such reminder, the
County shall either (i) provide the Dissemination Agent with an electronic copy of the Annual
2
Report no later than two (2) business days prior to the annual filing date, or (ii) instruct the
Dissemination Agent in writing that the County 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 County, file a report with the
County 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 County
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 County's Annual Report shall
contain or include by reference the following:
(a) The audited financial statements of the County 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
County'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 , 2026, and the audited 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 September 30 in
the fiscal year
3
3. St. Lucie County, Florida Non -Ad Valorem 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 County 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 County 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 County 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 2026 Bonds,
with the exception of the event described in number 15 below, which notice shall be given in a
timely manner:
principal and interest payment delinquencies;
2. non-payment related defaults, if material;
unscheduled draws on debt service reserves reflecting financial difficulties;
4. unscheduled draws on credit enhancements reflecting financial difficulties;
substitution of credit or liquidity providers, or their failure to perform;
adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TES)
or other material notices or determinations with respect to the tax status of the
Series 2026 Bonds, or other material events affecting the tax status of the Series
2026 Bonds;
modifications to rights of the holders of the Series 2026 Bonds, if material;
Series 2026 Bond calls, if material, and tender offers;
defeasances;
10. release, substitution, or sale of property securing repayment of the Series 2026
Bonds, if material;
11. ratings changes;
12. an Event of Bankruptcy or similar event of an Obligated Person;
4
13. the consummation of a merger, consolidation, or acquisition involving the County
or the sale of all or substantially all of the assets of the County, 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 County 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 County 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 County or
Obligated Person, any of which reflect financial difficulties; and
17. notice of any failure on the part of the County 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, County name, state, issue description/securities name,
dated date, maturity date, and/or coupon rate);
(d) The name of any Obligated Person other than the County;
(e) The name and date of the document being submitted; and
(f) Contact information for the submitter.
SECTION 7. TERMINATION OF REPORTING OBLIGATION. The County's
obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior
redemption or payment in full of all of the Series 2026 Bonds, so long as there is no remaining
liability of the County, or if the Rule is repealed or no longer in effect. If such termination occurs
prior to the final maturity of the Series 2026 Bonds, the County shall give notice of such
termination in the same manner as for a Listed Event under Section 5.
5
SECTION S. DISSEMINATION AGENT. The County 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 County pursuant to this Disclosure
Certificate. The initial Dissemination Agent shall be the County.
SECTION 9. AMENDMENT; WAIVER. Notwithstanding any other provision of this
Disclosure Certificate, the County 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 County, 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 2026 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 2026 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 2026 Bonds.
Notwithstanding the foregoing, the County 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
County 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 operating data being presented by the County. 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.
C-1
SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate
shall be deemed to prevent the County 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 County
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 County, 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 County set forth
herein constitute a contract with the holders of the Series 2026 Bonds. In the event of a failure of
the County to comply with any provision of this Disclosure Certificate, any holder or Beneficial
Owner of the Series 2026 Bonds may take such actions as may be necessary and appropriate,
including seeking mandamus or specific performance by court order, to cause the County, 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 County 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 County 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 County and shall not be deemed to be acting in any fiduciary capacity
for the County, the holders of the Series 2026 Bonds or any other party. The Dissemination Agent
shall have no responsibility for the County'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 County has complied with this
Disclosure Certificate. The Dissemination Agent may conclusively rely upon certifications of the
County at all times.
The obligations of the County under this Section shall survive resignation or removal of
the Dissemination Agent and defeasance, redemption or payment of the Series 2026 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 County.
7
(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 County, the Dissemination Agent, the Participating Underwriters and holders and
Beneficial Owners from time to time of the Series 2026 Bonds, and shall create no rights in any
other person or entity.
[Remainder of page intentionally left blank]
0
Dated: 2026
ATTEST:
Clerk of the Board of County
Commissioners
ST. LUCIE COUNTY, FLORIDA
Chair, Board of
County Commissioners
EXHIBIT A
NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT
Name of County:
Obligated Person:
Names of Bond Issues:
Date of Issuance:
Date of Disclosure
Certificate:
CUSIP Number:
St. Lucie County, Florida
St. Lucie County, Florida Non -Ad Valorem Revenue Bonds, Series
2026
2026
2026
NOTICE IS HEREBY GIVEN that the County has not provided an Annual Report with
respect to the above -named Bonds as required by the Continuing Disclosure Certificate. [The
County 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).
County's and/or Other Obligated Person's Name:
County's Six -Digit CUSIP Number:
or Nine -Digit CUSIP Number(s) of the Series 2026 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 2026 Bonds, if material;"
8. "Series 2026 Bond calls, if material;"
9. "Defeasances;"
10. 'Release, substitution, or sale of property securing repayment of the securities, if
material;"
II. '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
f31
17. 'Notice of any failure on the part of the County 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 County or its agent to distribute this information
publicly:
Signature:
Name:
Date:
Title: