HomeMy WebLinkAbout02-182 RevisedRESOLUTION NO. 02-182
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST.
LUCIE COUNTY, FLORIDA, AUTHORIZING THE ACQUISITION AND
INSTALLATION OF A NEW SECURITY SYSTEM IN THE ROCK ROAD JAIL
FACILITY; PROVIDING FOR THE BORROWING OF $2,190,000 TO
FINANCE THE COST THEREOF; APPROVING THE PROPOSAL OF
WACHOVIA BANK, NATIONAL ASSOCIATION, TO MAKE A TERM LOAN
TO THE COUNTY IN SUCH PRINCIPAL AMOUNT; PROVIDING FOR THE
ISSUANCE OF A $2,190,000 IMPROVEMENT REVENUE NOTE, SERIES
2002A (ROCK ROAD JAIL SECURITY SYSTEM), AS EVIDENCE OF THE
COUNTY'S OBLIGATION TO REPAY SUCH TERM LOAN; PROVIDING
FOR THE PAYMENT OF THE NOTE AND THE EXECUTION AND
DELIVERY OF A LOAN AGREEMENT BETWEEN THE COUNTY AND THE
BANK CONTAINING TERMS AND CONDITIONS RELATING TO SUCH
LOAN; COVENANTING TO BUDGET AND APPROPRIATE FROM NON-AD
VALOREM REVENUES AMOUNTS NECESSARY TO PAY THE PRINCIPAL
OF AND INTEREST ON SUCH NOTE; AUTHORIZING FURTHER OFFICIAL
ACTION IN CONNECTION WITH THE DELIVERY OF THE NOTE AND THE
LOAN AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE
COUNTY, FLORIDA:
Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the
provisions of the Act.
Section 2. Definitions. The following terms shall have the following meanings when used
in this resolution unless the context clearly requires otherwise. Words importing singular number
shall include the plural number in each case and vice versa, and words importing persons sh~dl
include firms and corporations. Capitalized terms used herein and not otherwise defined shall have
the meaning set forth in the Loan Agreement.
"Act"means Chapter 125, Florida Statutes as amended, Ordinance No. 87-77 of the
Board, as amended, and other applicable provisions of law.
"Bank" means Wachovia Bank, National Association, Deerfield Beach, Florida.
"Board" means the Board of County Commissioners, as the governing body of the County.
"Chairman" means the Chairman of the Board, or in the Chairman's absence, the Vice
Chairman.
"Clerk" means the Clerk of the Circuit Court of St. Lucie County, Florida, or, in the Clerk's
absence, any Deputy Clerk.
8926VI/28902-OOOOI/R-ALJTH ROCK RD SECURITY
"County" means St. Lucie County, Florida, a political subdivision of the State of Florida.
"County Administrator" means the County Administrator of the County.
"Covenant" means the covenant to budget and appropriate moneys to pay the Note
contained in Section 10 of the Loan Agreement.
"Loan" means the advance of moneys from the Bank to the County pursuant to the Loan
Agreement.
"Loan Agreement" means the Loan Agreement between the Bank and the County setting
forth the terms and details of the Loan, in substantially the form attached hereto as Exhibit A, with
such modifications and changes thereto as shall be approved by the Chairman, upon the advice of
the County Attomey, such approval to be evidenced by the Chairman's execution thereofi
"Note" means the Improvement Revenue Note, Series 2002 (Rock Road Jail Security
System), of the County, which shall be in substantially the form attached to the Loan Agreement as
Exhibit A, with such modifications and changes thereto as shall be approved by the Chairman, upon
the advice of the County Attorney, such approval to be evidenced by the Chairman's execution
thereof.
"Paying Agent" means the Clerk of the Cimuit Court of the County.
"Project" means the acquisition and installation of a new security system in the Rock Road
Jail Facility, and all costs incidental thereto.
"Proposal" means the proposal submitted to the County by the Bank, dated July 9, 2002.
"Project Costs" means all or a portion of the cost of undertaking the Project including, but
not limited to: engineering, legal, accounting, and financial expenses; expenses for estimates of
costs and of revenues; expenses for plans, specifications and surveys; fees of fiscal agents, financial
advisors or consultants; administrative expenses relating solely to the Project; reimbursement to the
County for any sums heretofore expended for the foregoing purposes to the extent permitted under
the Code; and such other costs and expenses as may be necessary or incidental to the financing of
the Pmject.
"Resolution" means this resolution and all resolutions amendatory hereof and supplemental
hereto.
Section 3. Findings. It is hereby found, declared, and determined by the Board:
(A) It is necessary and in the best interests of the health, safety and welfare of the
County and its inhabitants that the County undertake the Project. The County is authorized
pursuant to the provisions of the Act to undertake the Project.
8926V 1/28902-0000 I/R-AUTH ROCK RD SECURITY
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(B) The County is without adequate, currently available funds to pay Project Costs,
and it is necessary and desirable and in the best interests of the County that it borrow the moneys
necessary for the Project. The County is anthorized pursuant to the provisions of the Act to
borrow moneys necessary to pay the Project Costs.
(C) The County has requested and received proposals from various lending
institutions in connection with the Project, and, based upon the advice of the William R. Hough
& Co., Financial Advisor to the County, determines that it is in the best interests of the County
that the Proposal be accepted.
(D) It is necessary and desirable and in the best interests of the County that it enter
into the Covenant to secure repayment of the Loan.
(E) It is necessary and desirable and in the best interests of the County to authorize
and approve the execution and delivery of the Loan Agreement and the Note, and the taking of
all other action in connection with the consummation of the Loan.
(F) The County does not reasonably expect to issue more than $10 million in debt, the
interest on which is excluded from gross in come under Section 103 of the Code, and, therefore, is
entitled to designate the Note as a "qualified tax-exempt obligation" pursuant to Section
265(b)(3)(B) of the Code.
Section 4. Authorization Of Note; Designation Under Code Section 265. Subject and
pursuant to the provisions hereof and in accordance with the provisions of the Loan Agreement and
the Proposal, the issuance by the County of its Improvement Revenue Note, Series 2002 (Rock
Road Jail Security System), in a principal amount of Two Million One Hundred Ninety Thousand
Dollars ($2,190,000) to be dated, to bear interest, to be payable, to mature, to be subject to
redemption and to have such other characteristics as provided in the Loan Agreement and the
Proposal, and to be secured solely by the Covenant, is hereby authorized. The Note is hereby
designated a "qualified tax-exempt obligation" pursuant to Section 265(b)(3)tB) of the Code
Section 5. Approval of Proposal. The recommendation of William R. Hough & Co.,
Financial Advisor to the County, to accept the Proposal is hereby approved. The Proposal is hereby
accepted. The County Attorney and Bond Counsel, are hereby authorized and directed to proceed to
prepare the necessary documents to consummate the Loan.
Section 6. Approval of Form of Loan Agreement and Note. The Loan Agreement
and the Note are hereby approved, and the Chairman and Clerk are hereby authorized to execute
and deliver the Loan Agreement and the Note to the Bank.
Section 7. Authorization of Other Action. The Chairman, the Clerk, the County
Administrator, the Management and Budget Administrator, and the County Attorney are each
designated agents of the County in connection with the execution and delivery of the Loan
Agreement and the Note and are authorized and empowered, collectively or individually, to take all
action and steps to execute and deliver any and all instruments, documents or contracts on behalf of
the County which are necessary or desirable in connection with the execution and delivery of the
8926V 1/28902~01/R-AUTH ROCK RD SECURITY
Loan Agreement and the Note to the Bank, including, but not limited to, the making of
modifications to the Loan Agreement and the Note to conform the provisions thereof to the
provisions of the Proposal.
Section 8. Application of Proceeds of Loan. The proceeds of the Loan shall be
applied solely to the payment of Project Costs.
Section 9. Repeal of Inconsistent Provisions. All resolutions or parts thereof in conflict
with this resolution arc hereby repealed to thc extent of such conflict.
Section 10. Severability. If any one or more of the covenants, agreements, or provisions of
this resolution should 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 separate fi.om the remaining covenants, agreements or provisions, and in no
way affect the validity of all other provisions of the Resolution or of the Note or Loan Agreement
delivered hereunder.
Section 11. Amendment. This resolution may not be amended or repealed except with the
prior written consent of the Bank.
Section 12. Effective Date. This resolution shall take effect immediately upon its
adoption.
8926V 1/28902-0000 I,rR-AUTH ROCK RD SECURITY
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Passed and Adopted this 23rd day of July 2002, at a regular meetkng duly called and held.
(SEAL)
ST. LUCIE COUNTY, FLORIDA
By:
Chainn~f~ Board of County
Commissioners
ATTESTt
Clerk~l
Clerk ol
APPROVED AS
CORRECTNESS:
County ~Attomey
TO FORM AND
8926M 1/28902-00001/R- AUTH ROCK RD SECURITY
EXHIBIT A
FORM OF LOAN AGREEMENT
8926V 1/28902-00001/R-AUT~I ROCK RD SECURITY
A-1
EXHIBIT A
FORM OF LOAN AGREEMENT
8926V1/28902 O0001/R-AUTH ROCK RD SECURITY
A-1
TERM LOAN AGREEMENT
between
ST. LUCIE COUNTY, FLORIDA
and
WACHOVIA BANK, NATIONAL ASSOCIATION
Dated July__, 2002
Relating to
St. Lucie County, Florida
$2,190,000
Improvement Revenue Note, Series 2002
(Rock Road Security System)
8925vl/28902-OOOOI/A LOAN AGREE
TABLE OF CONTENTS
Page
SECTION 1 DEFINITIONS ........................................................................................................................ 1
SECTION 2 INTERPRETATION ............................................................................................................... 4
SECTION 3. THE LOAN ............................................................................................................................ 4
SECTION 4. DESCRIPTION OF NOTE ..................................................................................................... 4
SECTION 5. EXECUTION OF NOTE ........................................................................................................ 4
SECTION 6. REGISTRATION AND TRANSFER OF NOTE .................................................................... 5
SECTION 7. NOTE MUTILATED, DESTROYED, STOLEN OR LOST ................................................... 6
SECTION 8. FORM OF NOTE ................................................................................................................... 6
SECTION 9. SECURITY FOR NOTE; NOTE NOT DEBT OF THE COUNTY ......................................... 6
SECTION 10. COVENANTS OF THE COUNTY ....................................................................................... 6
SECTION 11. REPRESENTATIONS AND WARRANTIES ...................................................................... 7
SECTION 12. CONDITIONS PRECEDENT ............................................................................................... 8
SECTION 13. NOTICES ............................................................................................................................. 9
SECTION 14. EVENTS OF DEFAULT DEFINED ..................................................................................... 9
SECTION 15. REMEDIES ........................................................................................................................ 10
SECTION 16. NO RECOURSE ................................................................................................................. 11
SECTION 17. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS ............................ 11
SECTION 18. AMENDMENTS, CHANGES AND MODIFICATIONS ................................................... 11
SECTION 19. BINDING EFFECT ............................................................................................................ 11
SECTION 20. SEVERABILITY ................................................................................................................ 11
SECTION 21. EXECUTION IN COUNTERPARTS ................................................................................. 11
SECTION 22. APPLICABLE LAW .......................................................................................................... 11
8925v 1/28902-00001/A-LOAN AGREE
This TERM LOAN AGREEMENT is made and entered into as of July __, 2002, by and
between ST. LUCIE COUNTY, FLORIDA (the "County"), and WACHOVIA BANK,
NATIONAL AS SOCIATION (the "Bank").
WITNESSETH:
Whereas, the County has previously determined that it is necessary, desirable and in the
best interests of the County and its inhabitants that the County undertake the Project hereinafter
described, and that the Project will serve public purposes of the County; and
Whereas, the County has determined that it is without adequate currently available funds to
pay the Project Costs and that it will be necessary that funds be made available to the County in
order to undertake the Project; and
Whereas, pursuant to the Proposal, a copy of which is attached hereto as Exhibit B, the
Bank has proposed to lend the County the aggregate principal amount of $2,190,000 to finance the
Project Costs; and
Whereas, the County has determined that it is in the best interest of the health, safety, and
welfare of the County and the inhabitants thereof that the County enter into the Covenant to secure
the obligation of the County to repay the principal of and interest on the Note when due and to make
the other payments provided for herein; and
Whereas, the obligation of the County to repay principal of and interest on the Note will not
constitute a general obligation or indebtedness of the County as a "bond" within the meaning of any
provision of the Constitution of the State, but shall be and is hereby declared to be a special, limited
obligation of the County, secured solely by the Covenant in the manner provided herein; and
Whereas, the County is not authorized and cannot be compelled to levy taxes on any
property of or in the County to pay the phncipal of or interest on the Note or to make any other
payments provided for herein. Furthermore, neither the Note nor the interest thereon shall be or
constitute a lien upon the Project or upon any other property of or in the County;
Now, Therefore, in consideration of the premises and the mutual covenants herein set forth
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:
Section 1. Def'mitions. The following terms shall have the following meanings herein,
unless the text otherwise expressly requires:
Act" means Chapter 125, Part I, Florida Statutes, as amended, Ordinance No. 87-77 of the
Board, as amended, and other applicable provisions of law.
"Authorized County Representative" means the County Administrator or his designee.
8925vI/28902-OOOO1/A-LOAN AGREE
"Authorized Investments" means any investment, obligation, agreement or other financial
instrument to the extent not inconsistent with the terms of the investment policy of the County and
applicable law.
"Bank" means Wachovia Bank, National Association, a national banking association, with
offices located at 1950 Hillsboro Boulevard, 2nd Floor, Deerfield Beach, Florida 33442.
"Board" means the Board of County Commissioners of the County, as the governing body
of the County.
"Bond Counsel" means Squire, Sanders & Dempsey L.L.P.
"Business Day" means any day of the year other than a day on which the Bank, or the
County are lawfully closed for business.
"Chairman" means the Chairman of the Board, or, in the Chairman's absence, the Vice-
Chairman of the Board, or such other person as may be duly authorized to act on the Chairman's
behalf.
"Clerk" means the Clerk of the Cimuit Court for St. Lucie, County, or, in the Clerk's
absence, any Deputy Clerk duly authorized to execute documents or take other action, as the case
may be, on the Clerk's behalfi
"Code" means the Internal Revenue Code of 1986, as amended.
"County" means St. Lucie County, Florida.
"County Administrator" means the County Administrator, as the chief operating officer of
the County.
"Covenant" means the covenant of the Board to budget and appropriate funds to pay the
Note and the interest thereon, as set forth in Section 10(A) hereof.
"Default" means an Event of Default as defined and described in Section 16 hereof.
"Disbursement Date" means July __, 2002, or such other date on which proceeds of the
Loan are disbursed to the County.
"Fiscal Year" means the period fi.om each October 1 to the succeeding September 30.
"Interest Rate" means the annual interest rate of
to adjustment as provided in Schedule 1 to the Note.
percent ( %), subject
"Loan" means the advance of moneys fi-om the Bank to the County pursuant to this Loan
Agreement.
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8925vl/28902-OOOOI/A-LOAN AGREE
"Loan Agreement" means this agreement between the Bank and the County setting forth the
terms and details of the Loan.
"Maturity Date" means the date on which the final principal payment on the Note, together
with accrued interest, is due as shown on Exhibit A hereto.
"Non-Ad Valorem Revenues" means all revenues received by the County (a) from sources
other than the levy of ad valorem taxes upon property, and (b) not restricted by law so as to be
unable to be applied to pay the principal of and interest on the Note.
"Note" means the Improvement Revenue Note, Series 2002 (Rock Road Security System),
of the County, substantially in the form attached hereto as Exhibit A.
"Paying Agent" means the Clerk of the Circuit Court of the County.
"Payment Date" means the dates on wh/ch interest on, and principal of, the Note is payable,
as shown on Exhibit A, hereto.
"Person" or words importing persons, means firms, associations, partnerships (including
without limitation, general and limited parmerships), joint ventures, societies, estates, trusts,
corporations, public or governmental bodies, other legal entities, and natural persons.
"Pledged Revenues" means the Non-Ad Valorem Revenues budgeted, appropriated and
deposited into the Sinking Fund pursuant to the Covenant.
"Prepayment Date" means any date of prepayment of the principal of the Note by the
County, whether in whole or in part.
"Principal Amount" means Two Million One Hundred Ninety Thousand Dollars
($2,190,000).
"Project" means the acquisition and installation of a new security system at the Rock Road
jail facility.
"Project Costs" means all or a portion of the cost of undertaking the Project including, but
not limited to: engineering, legal, accounting, and financial expenses; expenses for estimates of
costs and of revenues; expenses for plans, specifications and surveys; fees of fiscal agents, financial
advisors or consultants; administrative expenses relating solely to the Project; reimbursement to the
County for any sums heretofore expended for the foregoing purposes to the extent permitted under
the Code; and such other costs and expenses as may be necessary or incidental to the financing of
the Project.
"Proposal" means the proposal submitted to the County by the Bank, dated June 19, 2002.
"Register" means the books maintained by the Registrar in which are recorded the name and
address of the Registered Owner of the Note.
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8925v [/28902-00001/A-LOAN AGREE
"Registered Owner" means the person in whose name the ownership of the Note is
registered on the books maintained by the Registrar. The Registered Owner shall be the Bank.
"Registrar" means the Person maintaining the Register. The Registrar shall initially be the
Clerk.
"Regulations" means the Income Tax Regulations promulgated by the Internal Revenue
Service under Sections 103 and 141 through 150 of the Code.
"Resolution" means Resolution No. 02- , adopted by the Board on July 9, 2002, and all
resolutions amendatory thereof and supplemental thereto
"Sinking Fund" means the fund created pursuant to Section 9 hereof.
"State" means the State of Florida.
Section 2. Interpretation. Unless the context clearly requires otherwise, words of
masculine gender shall be construed to include correlative words of the feminine and neuter genders
and vice versa, and words of the singular number shall be construed to include correlative words of
the plural number and vice versa. This Loan Agreement and all the terms and provisions hereof(a)
have been negotiated between the County and the Bank; (b) shall not be construed strictly in favor
of or against either party hereto; and (c) shall be construed to effectuate the purpose set forth herein
and to sustain the validity hereof.
Section 3. The Loan.
A. Loan. The Bank hereby makes and the County hereby accepts the Loan, upon the
terms and conditions set forth herein.
B. Disbursement of Proceeds. Proceeds of the Loan shall be made available by the
Bank to the County by deposit of the principal amount thereof to or for the order of the County by
2:00 p.m. on the Disbursement Date in immediately available funds.
Section 4. Description Of Note. The obligation of the County to repay the Loan shall be
evidenced by the Note. The Note shall be dated as of the Disbursement Date; shall mature as set
forth therein; shall be in registered form; and shall bear interest from its date until payment of the
principal amount thereof, at the Interest Rate. Interest shall be payable as set forth on Exhibit A,
calculated on the basis of 360-day year consisting of twelve 30-day months, from its date as to
principal at the Interest Rate shown on Exhibit A hereto. The Note may be prepaid in whole or in
part prior to maturity upon the terms and conditions contained in the Note.
Section 5. Execution of Note. The Note shall be executed in the name of the County by
the Chairman and attested by the Clerk, and its corporate seal or a facsimile thereof shall be affixed
thereto or reproduced thereon. The Note may be signed and sealed on behalf of the County by any
person who at the actual time of the execution of the Note shall hold the appropriate office in the
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8925vl/28902-OOOOI/A-LOAN AGREE
County, although at the date thereof the person may not have been so authorized. The Note may be
executed by the facsimile signatures of the Chairman and/or Clerk, provided that at least one of the
foregoing signatures must be a manual signature.
Section 6. Registration and Transfer of Note. The Note shall be and shall have all the
qualities and incidents of a negotiable instrument under the Uniform Commercial Code-Investment
Securities Laws of the State of Florida, and each Registered Owner, in accepting thc Note, shall be
cunclnsively deemed to have agreed that such Note shall be and have all of the qualities and
incidents of negotiable instnmaents thereunder.
There shall be a Registrar who shall be responsible for maintaining the Register. The person
in whose name ownership of the Note is shown on the Register shall be deemed the Registered
Owner thereof by the County and the Registrar, who may treat the Registered Owner as the absolute
owner of the Note for all purposes, whether or not the Note shall be overdue, and any notice to the
contrary shall not be binding upon the County or the Registrar.
Ownership of the Note may be transferred only upon the Register. Upon surrender to the
Registrar for transfer or exchange of the Note accompanied by an assignment or written
authorization for exchange, whichever is applicable, duly executed by the Registered Owner or its
attorney duly authorized in writing, the Registrar shall deliver in the name of the Registered Owner
or the transferee or transferees, as the case may be, a new fully registered Note of the same amount,
maturity and interest rate as the Note surrendered.
The Note presented for transfer, exchange, redemption or payment (if so required by the
County or the Registrar) shall be accompanied by a written instrument or instruments of transfer or
authorization for exchange, in form and with guaranty of signature satisfactory to the County or the
Registrar, duly executed by the Registered Owner or by his duly authorized attomey.
The County and the Registrar may charge the Registered Owner a sum sufficient to
reimburse them for any expenses incurred in making any exchange or transfer after the first such
exchange or transfer following the delivery of such Note. The Registrar or the County may also
require payment from the Registered Owner or his transferee, as the case may be, of a sum
sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto.
Such charges and expenses shall be paid before any such new Note shall be delivered.
The new Note delivered upon any transfer or exchange shall be a valid obligation of the
County, evidencing the same debt as the Note surrendered, shall be secured under this Loan
Agreement, and shall be entitled to all of the security and benefits hereof to the same extent as the
Note surrendered.
Whenever the Note shall be delivered to the Registrar for cancellation, upon payment of the
principal amount thereof, or for replacement, transfer or exchange, such Note shall be cancelled and
destroyed by the Registrar, and counterparts of a certificate of destruction evidencing such
destruction shall be furnished to the County.
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8925v 1/28902-00001/A-LOAN AGREE
Section 7. Note Mutilated, Destroyed, Stolen Or Lost. In case the Note shall be
mutilated, or be destroyed, stolen or lost, upon the Registered Owner furnishing the Registrar
satisfactory indemnity and complying with such other reasonable regulations and conditions as thc
County may prescribe and paying such expenses as thc County may incur, thc Registrar shall issue
and deliver a new Note of like tenor as the Note so mutilated, deslroyed, stolen or lost, in lieu of or
substitution for thc Note, if any, destroyed, stolen or lost, or in exchange and substitution for such
mutilated Note, upon surrender of such mutilated Note, if any, to the Registrar and the cancellation
thereof; provided however, if the Note shall have matured or be about to mature, instead of issuing a
substitute Note, thc County may pay the same, upon being indemnified as aforesaid, and if such
Note be lost, stolen or destroyed, without surrender thereof. Any Note surrendered under the terms
of this Section 7 shall be cancelled by the Registrar.
Any such new Note issued pursuant to this section shall constitute an original, additional
contractual obligation on the part of the County whether or not, as to the new Note, the lost, stolen
or destroyed Note be at any time found by anyone, and such new Note shall be entitled to equal and
proportionate benefits and rights as to security for payment to the same extent as the Note originally
issued hereunder.
Section 8. Form Of Note. The Note shall be in substantially the form of Exhibit A hereto,
with such variations, omissions and insertions as may be necessary, desirable and authorized or
permitted by this Loan Agreement.
Section 9. Security For Note; Note Not Debt Of The County. The payment of the
principal of and interest on the Note shall be secured forthwith solely by a lien upon and pledge of
the Pledged Revenues. The principal of and interest on the Note shall not constitute a general
obligation or indebtedness of the County, and the Registered Owner shall never have the right to or
compel the levy of taxes upon any property of or in the County for the payment of the principal of
and interest on the Note. The Note shall not be secured by, nor constitute, a lien upon the Project or
upon any money of or in the County, but shall be secured solely by the Pledged Revenues in the
manner provided herein.
There is hereby created and established an "Improvement Revenue Note, Series 2002 (Rock
Road Security System Sinking Fund', which shall be maintained on the books of the County as a
separate account (but need not be maintained as a separate bank or deposit account). On or before
each Payment Date, the County will, pursuant to the Covenant, deposit into the Sinking Fund from
Non-Ad Valorem Revenues amounts sufficient to pay the principal and interest due in the Note in
such Payment Date. Moneys in the Sinking Fund shall be used only to pay principal of and interest
on the Note (including any Breakage Fee) and for no other propose.
Section 10. Covenants Of The County. Until the principal of and interest on the Note
shall have been paid in full or until provision for payment of the Note shall have been made in
accordance with the provisions of this Loan Agreement, the County covenants with the Registered
Owner of the Note as follows:
A. Covenant to Budget and Appropriate. The County will budget and appropriate in
each Fiscal Year from Non-Ad Valorem Revenues amounts sufficient to provide for the timely
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8925vl/28902-00~0 I/A-LOAN AGP~EE
payment of the principal of and interest on the Note. The County will include in its annual budget,
by amendment if necessary, such amounts of Non-Ad Valorem Revenues as shall be needed in
order to provide for payment of the principal of and interest on the Note, when due. The obligation
of the County under this Covenant shall be deemed to be junior and subordinate to any lien upon
any specific source of Non-Ad Valorem Revenues, whether now existing or hereafter created, and
shall not be deemed to preclude the County fi.om hereafter pledging any specific source of Non-Ad
Valorem Revenues to secure the payment of any debt or obligation of the County hereafter issued,
so long as such future issuance will not have the effect of impairing the obligation of the County
under this Loan Agreement and the Note or of making unavailable sufficient amounts of reasonably
anticipated Non-Ad Valorem Revenues to make timely payment of the principal of and interest on
the Note.
B. Payments. The County will make timely payments of all principal and interest on
the Note when due by wire transfer to the Bank.
C. Financial Statements. Not later than 180 days following the end of each Fiscal Year,
the County will provide the Bank a copy of the Comprehensive Annual Financial Report of the
County.
D. Annual Budget and Other Information. The County will prepare its annual budget in
accordance with the Act, and will provide to the Bank (i) a copy of its final annual budget for each
Fiscal Year within 30 days of adoption thereof by the Board and (ii) such other public information
as the Bank may reasonably request.
E. Tax Compliance. The County will take all actions necessary to maintain (1) the
exclusion fi.om gross income for purposes of the Code of interest on the Note to the same extent as
on the date of issuance of the Note, and (2) the status of the Note as a "qualified tax-exempt
obligation" under the provisions of Section 265(b)(3)(B) of the Code.
F. Coverage. While the Note is outstanding and unpaid, the average of the Non-Ad
Valorem Revenues (excluding amounts necessary for payment for services and programs affecting
the health, safety and welfare of County residents or payments mandated by applicable law) for the
two most recent Fiscal Years of the County must always equal or exceed one and one-half times
(1.5x) the annual debt service payments on all outstanding and proposed debt secured by all or any
specified portion of Non-Ad Valorem Revenues. The County will certify annually to the Bank its
comphance with this requirement.
G. Other Covenants. The County shall comply with such additional covenants as may
be required by the Bank pursuant to its Proposal and specified in Exhibit B attached hereto.
Section 11. Representations And Warranties. The County represents and warrants to
the Bank that:
A. Organization. The County is a political subdivision, duly organized and existing
under the laws of the State of Florida.
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8925v 1/28902-00001/A-LOAN AGREE
B. Authorization of Loan Agreement and Related Documents. The County has the
power and has taken all necessary action to authorize the execution and delivery of and the
performance by the County of its obhgations under, this Loan Agreement and the Note in
accordance with their respective terms. This Loan Agreement and the Note have been duly
executed and delivered by the County and are valid and binding obligations of the County,
enfomeable against the County in accordance with their respective terms, except to the extent that
such enforcement may be limited by laws regarding bankruptcy, insolvency, reorganization or
moratorium applicable to the County or by general principles of equity regarding the availability of
specific performance. The County does not expect to issue more than $10 million in debt the
interest on which is excluded from gross income under the Code during the calendar year ending
December 31, 2002, and it entitled to designate the Note as a "qualified tax-exempt obligation"
under the provisions of Section 265(b)(3)(B) of the Code.
C. Non-Ad Valorem Revenues. The County currently receives the Non-Ad Valorem
Revenues and is legally entitled to covenant to budget and appropriate fi.om such Non-Ad Valorem
Revenues amounts necessary to pay the principal of and interest on the Note when due. The Non-
Ad Valorem Revenues are estimated to be sufficient to pay the principal of and interest on the Note
as the same becomes due. The County will take all lawful action necessary to enable the County to
continue to receive the Non-Ad Valorem Revenues in at least the amounts necessary to pay
principal and interest on the Note to the extent not paid fi.om some other source; provided that the
County shall not be required to maintain any specific program or provide any particular services that
may be a source of Non-Ad Valorem Revenues.
D. Financial Statements. The financial statements of the County for the Fiscal Year
ended September 30, 2001, previously provided to the Bank were prepared in accordance with
generally accepted accounting principles and present fairly the financial condition of the County as
of such date and the results of its operations for the period then ended. Since such date, there has
been no material adverse change in the financial condition, revenues (including, without limitation,
the Non Ad Valorem Revenues), properties or operations of the County.
Section 12. Conditions Precedent. The obhgation of the Bank to make the Loan is subject
to the satisfaction of each of the following conditions precedent on or before the Disbursement Date:
A. Action. The Bank shall have received a copy of the Resolution certified as complete
and correct as of the closing date, together with an executed Loan Agreement, the executed Note,
and the customary closing certificates.
B. Incumbency of Officers. The Bank shall have received an incumbency certificate of
the County in respect of each of the officers who is authorized to sign this Loan Agreement and the
related financing documents on behalf of the County.
C. Opinion of County Attorney. The Bank shall have received a written opinion of the
County Attorney as to (1) the corporate existence of the County; (2) the due adoption of the
Resolution; (3) the due authorization and execution of this Loan Agreement and the Note and the
related financing documents; and (4) the absence of litigation against the County relating to its
8
8925v 1/28902-00~0 I/A-LOAN AGREE
existence or powers, or the proceedings for the authorization and issuance of the Note, in form and
substance satisfactory to the Bank.
D. Opinion of Bond Counsel. The Bank shall have received an approving opinion of
Bond Counsel or, alternatively, a letter fi.om Bond Counsel authorizing the Bank to rely on the
approving opinion of Bond Counsel delivered to the County in respect to the Note to the same
extent as if such opinion were addressed to the Bank.
E. Representations and Warranties; No Default. The representations and warranties
made by the County herein shall be tree and correct in all material respects on and as of the
Disbursement Date, as if made on and as of such date; no Default shall have occurred and be
continuing as of the Disbursement Date or will result fi.om the consummation of the Loan; and the
Bank shall have received a certificate from the County to the foregoing effect.
F. Other Documents. The Bank shall have received such other documents, certificates
and opinions as the Bank or its counsel shall have reasonably requested.
Section 13. Notices. All notices, certificates or other communications hereunder shall be
sufficiently given and shall be deemed given when hand delivered, delivered by telecopier, mailed
by registered or certified mail, postage prepaid, or delivered by comer service to the parties at the
following addresses:
County:
St. Lucie County, Florida
County Administration Building
2300 Virginia Avenue
Fort Pierce, Florida 34982
Attention: County Administrator, with a required copy to
the County Attorney at the same address
Wachovia Bank, National Association
1950 Hillsboro Boulevard, 2nd Floor
Deerfield Beach, Florida 33442
Attention: Government Banking
Any of the above parties may, by notice in writing given to the others, designate any further or
different addresses to which subsequent notices, certificates or other communications shall be sent.
Communication via telecopier shall be confirmed by delivery by hand, mail, or courier, as specified
above, of an original promptly after such communication by telecopier.
Section 14. Events Of Default Defined. The following shall be "Events of Default" under
this Loan Agreement, and the terms "Default" and "Events of Default" shall mean (except where
the context clearly indicates otherwise), any one or more of the following events:
A. Failure by the County to make any payment of principal of or interest on the Note
within three (3) days of the applicable Payment Date.
9
8925vl/25902-0000 I/A-LOAN AGREE
B. Failure by the County to include in its annual budget or to appropriate and deposit
into the Sinking Fund the amounts required to pay the principal of and interest on the Note in the
Fiscal Year to which the annual budget relates.
C. Failure by the County to observe and perform any other covenant, condition or
agreement on its part to be observed or performed under this Loan Agreement for a period of thirty
(30) days after written notice of such failure shall have been dehvered to the County by the Bank,
unless the Bank shall agree in writing to an extension of such time prior to its expiration;
D. The making of any warranty, representation or other statement by the County or by
an officer or agent of the County in this Loan Agreement or in any instrument furnished in
compliance with or in reference to this Loan Agreement which is false or misleading in any material
adverse respect;
E. Payment default by the County on other debt secured by Non-Ad Valorem Revenues
or by a covenant to budget and appropriate fi.om Non-Ad Valorem Revenues.
F. The filing of a petition against the County under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect, if an order for relief is entered under such petition or such
petition is not dismissed within sixty (60) days of such filing;
G. The filing by the County of a voluntary petition in bankruptcy or seeking relief
under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or the
consent by the County to the filing of any petition against it under such law; or
H. The admission by the County of its insolvency or bankruptcy or its inability to pay
its debts as they become due or that it is generally not paying its debts as such debts become due, or
the County's becoming insolvent or bankrupt or making an assignment for the benefit of creditors,
or the appointment by court order of a custodian (including without limitation a receiver, liquidator
or trustee) of the County or any of its property taking possession thereof and such order remaining
in effect or such possession continuing for more than sixty (60) days.
Section 15. Remedies. The Bank may sue to protect and enforce any and all rights,
including the right to specific performance, existing under the laws of the State of Florida, of the
United States of America, or granted and contained in this Loan Agreement, and to enforce and
compel the performance of all duties required by this Loan Agreement or by any applicable laws to
be performed by the County, the Board or by any officer thereof, and may take all steps to enforce
this Loan Agreement to the full extent permitted or authorized by the laws of the State of Florida or
the United States of America, including acceleration of all amounts outstanding under this Loan
Agreement or the Note. The County waives its right to trial by jury in the event of any proceedings
in state or federal courts to enforce the terms of the Note or of this Loan Agreement, and the Bank
waives its right to trial by jury in any such proceedings.
10
8925v 1/28902-00001/A-LOAN AGREE
In addition, upon the occurrence of an Event of Default described in paragraphs F, G or H,
of Section 14, and upon the occurrence of any other Event of Default and thirty (30) days notice
to the County, by the Bank, the principal of and interest on the Note shall immediately become
due and payable.
Any amount due hereunder not paid when due shall bear interest at the default rate equal
to the interest rate on the Note plus 3% per armum.
Section 16. No Recourse. No recourse shall be had for the payment of the principal of and
interest on the Note or for any claim based on the Note or on this Loan Agreement, against any
present or former member or officer of the Board or any person executing the Note.
Section 17. Payments Due On Saturdays, Sundays And Holidays. In any case where
the date for making any payment or the last date for performance of any act or the exercise of any
right, as provided in this Loan Agreement, shall be other than a Business Day, then such payment or
performance shall be made on the succeeding Business Day with the same force and effect as if
done on the nominal date provided in this Loan Agreement, provided that interest on any monetary
obligation hereunder shall accrue at the applicable rate to and including the date of such payment.
Section 18. Amendments, Changes And Modifications. This Loan Agreement may be
amended only in writing signed by both parties hereto.
Section 19. Binding Effect. To the extent provided herein, this Loan Agreement shall be
binding upon the County and the Bank and shall inure to the benefit of the County and the Bank and
their respective successors and assigns.
Section 20. Severability. In the event any court of competent jurisdiction shall hold any
provision of this Loan Agreement invalid or unenforceable such holding shall not invalidate or
render unenforceable, any other provision hereof.
Section 21. Execution In Counterparts. This Loan Agreement may be simultaneously
executed in several counterparts, each of which shall be an original and all of which shall constitute
but one and the same instrument.
Section 22. Applicable Law. This Loan Agreement shall be governed by and construed in
accordance with the laws of the State.
11
$925vl/28902-OOOOI/A-LOAN AGREE
In Witness Whereof, the parties hereto have duly executed this Loan Agreement as of the
date first above written.
(SEAL)
ST. LUCIE COUNTY, FLORIDA
ATTEST:
By:
Chairman,
Board of County Commissioners
By:
Clerk of the Circuit Court,
ex-officio Clerk of the
Board of County Commissioners
APPROVED AS TO FORM AND
CORRECTNESS:
County Attomey
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
Title:
12
EXHIBIT A
FORM OF NOTE
No. R-1
ST. LUCIE COUNTY, FLORIDA
IMPROVEMENT REVENUE NOTE, SERIES 2002
(Rock Road Security System)
$2,190,000
RATE OF INTEREST
MATURITY DATE
DATE OF ISSUE
% August 1, 2012 July ~ 2002
REGISTERED OWNER: Wachovia Bank, National Association
PRINCIPAL AMOUNT: Two Million One Hundred Ninety Thousand Dollars
KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida (the "County"),
for value received, hereby promises to pay to the Registered Owner designated above, or registered
assigns, solely from the special funds hereinafter mentioned, on August 1, 2003, and on each
August 1 thereafter, to and including the Maturity Date specified above, the installments of the
above Principal Amount, as shown on Schedule 2 attached hereto and forming a part hereof (the
"Schedule"), and to pay solely from such funds interest thereon fi-om the date of this Note or from
the most recent date to which interest has been paid, whichever is applicable, until payment of such
Principal Amount, interest at the Rate of Interest shown above, subject to adjustment as set forth in
Schedule 1 attached hereto, such interest being payable semi-annually on each February 1 and
August 1 (an "Interest Payment Date") commencing February 1, 2003, with all unpaid interest
being due on the Maturity Date, by wire transfer in accordance with written instructions delivered
by the Registered Owner to the County or by such other medium acceptable to the County and to
such Registered Owner. The principal of, premium, if any, and interest on this Note are payable in
lawful money of the United States of America. Interest due hereon shall be calculated on the basis
of a 360-day year consisting of twelve 30-day months.
The County may prepay this Note at any time by paying to the Registered Owner the
outstanding principal balance of the Note together with accrued interest to the date of prepayment
and the Breakage Fee, if any determined as set forth in Schedule 3 hereto.
A-1
8925v 1/28902-00001/A-LOAN AGREE
This Note is issued to finance the costs of the acquisition and installation of a new security
system at the Rock Road jail facility within the County ("the Project"), under the authority of and in
full compliance with the Constitution and Statutes of the State of Florida, including particularly
Chapter 125, Florida Statutes, as amended, Ordinance No. 87-77 of the Board, as amended, and
other applicable provisions of law, and Resolution No. 02- , duly adopted by the Board of
County Commissioners (the "Board") on July 9, 2002 (the "Resolution"), and pursuant to a Loan
Agreement between the County and Wachovia Bank, National Association, dated July ~ 2002 (the
"Loan Agreement"), to which reference should be made to ascertain those terms and conditions.
This Note is payable from and secured solely by the Pledged Revenues, as defined in and in
the manner provided in, and subject to the terms and conditions of, the Resolution and the Loan
Agreement.
The principal of and interest on this Note do not constitute a general obligation or
indebtedness of the County, and the Registered Owner shall never have the fight to require or
compel the levy of taxes on any property of or in the County for the payment of the principal of and
interest on this Note. The principal of and interest on this Note are not secured by a lien upon the
Project, or upon any property of or in the County, but are secured solely by the Pledged Revenues in
the manner provided herein and in the Loan Agreement. Reference is made to the Loan Agreement
for the provisions relating to the security for payment of this Note and the duties and obligations of
the County hereunder.
The Registered Owner may sue to protect and enforce any and all rights, including the right
to specific performance, existing under the laws of the State of Florida, of the Un/ted States of
America, or granted and contained in the Loan Agreement, and to enforce and compel the
performance of all duties required by the Loan Agreement or by any applicable laws to be
performed by the County, the Board or by any officer thereof, and may take all steps to enforce the
Loan Agreement to the full extent permitted or authorized by the laws of the State of Florida or the
United States of America, including acceleration of all amounts of principal outstanding hereunder
together with interest thereon. The County waives its right to trial by jury in the event of any
proceedings in state or federal courts to enforce the terms of this Note or of the Loan Agreement,
and the Registered Owner, by its acceptance of this Note, waives its right to trial by jury in any such
proceedings.
This Note may be transferred or assigned by the Registered Owner without the prior written
consent of the County provided that (1) the County is given notice of such transfer not later than ten
(10) days prior to the next Interest Payment Date on the Notes and (2) the transferee provides to the
County an investment letter in form and substance materially the same as the letter provided by the
Bank to the County upon the original issuance hereof.
Upon the occurrence of an Event of Default, as defined in the Loan Agreement, the County
shall also be obligated to pay from moneys budgeted and appropriated pursuant to the Covenant all
costs of collection and enforcement hereof, including attorneys' fees (including fees incurred on
appeal).
A-2
8925vl/28902-OOOOI/A-LOAN AGREE
It is hereby certified and recited that all acts, conditions and things required by the
Constitution and laws of the State of Florida to be performed, to exist and to happen precedent to
and in the issuance of this Note, have been performed, exist and have happened in regular and due
form and time as so required.
IN WITNESS WHEREOF, St. Lucie County, Florida, has caused this Note to be executed
by the Chairman or Vice-Chairman of its Board of County Commissioners, and attested by the
Clerk or Deputy Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners,
either manually or with their facsimile signatures, and its seal or a facsimile thereof to be affixed,
impressed, imprinted, lithographed or reproduced hereon, all as of the Date of Issue above.
(SEAL)
ST. LUCIE COUNTY, FLORIDA
By:.
Chairman,
Board of County Commissioners
ATTEST:
By:
Clerk of the Circuit Court,
ex-officio Clerk of the
Board of County Commissioners
A-3
8925vl/28902-OOOOI/A-LOAN AGREE
SCHEDULES TO
ST. LUCIE COUNTY, FLORIDA
IMPROVEMENT REVENUE NOTE, SERIES 2002
(Rock Road Security System)
Schedule 1 -
Schedule 2 -
Schedule 3 -
Adjustments To Interest Rate In Certain Events
Amortization Schedule
Breakage Fee
8925v 1/28902-0000 I/A-LOAN AGREE
SCHEDULE 1
ADJUSTMENTS TO INTEREST RATE 1N CERTAIN EVENTS
The rate of interest on this Note shall be adjusted, as set forth below:
The interest rate on the Note is based on (a) the status of the Note as a tax exempt
obligation under Section 103 of the Internal Revenue Code of 1986, as amended ("Code"); (b)
the laws in effect on the Date of Issue of the Note; and (c) the maximum corporate income tax
rate in effect and applicable to the Registered Owner on the Date of Issue of the Note.
If the Note should be determined not to be (a) a tax-exempt obligation for purposes of
Section 103 of the Code, the interest rate on the Note will be adjusted retroactive to the date
that such determination became effective in order to preserve to the Registered Owner the after-
tax yield that the Registered Owner enjoyed on the Date of Issue of the Note; (b) a "qualified
tax-exempt obligation" for purposes of Section 265(b)(3)(B) of the Code, the interest rate on
the note will be adjusted retroactive to the date that such determination became effective to
80% of the 10-year US Dollar Swap Offering Rate plus 81 basis points. The County will pay
any amounts due as a result of the foregoing determinations within 180 days of such
determination becoming final and, in addition, shall pay any additions to tax, penalties, any
interest on the Note, and any arrears in interest resulting from such a determination.
If the (A) laws in effect or (B) the maximum corporate income tax rate in effect on the
Date of Issue of the Note should change, the Registered Owner may adjust the interest rate on the
Note retroactive to the date of such change to the extent necessary to preserve to the Registered
Owner the after-tax yield that the Registered Owner enjoyed on the Date of Issue of the Note.
If any amounts due on the Note are in default, then the interest rate on the Note shall be
adjusted to the rate of the Rate of Interest on the Note plus 3% per annum.
Any additional interest, and any additions to tax, penalties and interest payable pursuant
to the preceding paragraphs shall be payable on the earlier of the first day of the first month or
the first interest payment date following the date the Registered Owner notifies the County of the
amount due, and thereafter, such increased interest rate shall be payable on the same dates
interest would have otherwise been payable. The adjustments provided for in this schedule and
the obligation of the County to pay any additional amounts hereunder shall survive the payment
of the Note until the expiration of the statute of limitations applicable to the ability of the Internal
Revenue Service to determine that the Note was not a tax-exempt obligation.
SCHEDULE 1-1
8925vl/28902-OOOOI/A-LOAN AGREE
SCHEDULE 2
ST. LUCIE COUNTY, FLORIDA
IMPROVEMENT REVENUE NOTE, SERIES 2002
(Rock Road Security System)
AMORTIZATION SCHEDULE
Date Principal Interest Total P&I
02/01/2003
08/01/2003
02/01/2004
08/01/2004
02/01/2005
08/01/2005
02/01/2006
08/01/2006
02/01/2007
08/01/2007
02/01/2008
08/01/2008
02/01/2009
08/01/2009
02/01/2010
08/01/2010
02/01/2011
08/01/2011
02/01/2012
08/01/2012
SCHEDULE 2-2
8925v 1/28902-0000 I/A-LOAN AGKEE
SCHEDULE 3
ST. LUCIE COUNTY, FLORIDA
IMPROVEMENT REVENUE NOTE, SERIES 2002
(Rock Road Security System)
BREAKAGE SCHEDULE
In addition to principal, interest and any other amounts due under this Note,
the County shall on demand pay the Bank any "Breakage Fee" due hereunder
for each Break Event. "Break Event" means any voluntary or mandatory
prepayment or acceleration, in whole or in part, of principal of this Note
occurring prior to the date such principal would, but for that prepayment or
acceleration, have become due ("Scheduled Due Date"). For each date on
which a Break Event occurs ("Break Date"), a Breakage Fee shall be due only
if the rate under "A" below exceeds the rate under "B" below and shall be
determined as follows:
Breakage Fee = the Present Value of ((A-B)xC) + LIBOR Breakage, where:
The rate per annum equal to the sum of (i) the bond equivalent yield
(bid side) of the U.S. Treasury security with a maturity closest to the
Maturity Date as reported by the Wall Street Journal (or other
published source) on the date the Interest Rate of this Note was set
("Lock in Date"), plus (ii) the corresponding swap spread of Bank on
the Lock in Date for a fixed rate payor to pay Bank the fixed rate side
of an interest rate swap of that maturity, plus (iii) .25%.
A rate per annum equal to the sum of (i) the bond equivalent yield (bid
side) of the U.S. Treasury security with a maturity closest to the
Maturity Date as reported by the Wall Street Journal (or other
published source) on the Break Date, plus (ii) the corresponding swap
spread that Bank determines another swap dealer would quote to Bank
on the Break Date for paying to Bank the fixed rate side of an interest
rate swap of the maturity.
The sum of the products of (i) each Affected Principal Amount for
each Affected Principal Period, times (ii) the number of days in that
Affected Principal Period divided by 360 (if this Note uses the
Actual/360 Computation) or the actual number of days in the year (if
this Note uses the Actual/Actual Computation).
"Affected PrincipalAmount" for an Affected Principal Period is the principal amount
of this Note scheduled to be outstanding during that Affected Principal Period
SCHEDULE 3-3
8925VII28902-OOOOI/A-LOAN AGREE
determined as of the relevant Break Date before giving effect to the Break Event on
that Break Date, and for any prepayment, multiplying each such principal amount
times the Prepayment Fraction.
"Affected Principal Period" is each period from and including a Scheduled Due Date
to but excluding the next succeeding Scheduled Due Date, provided that the first
such period shall begin on and includes the Break Date.
"LIBOR Breakage" is any additional loss, cost or expense that Bank may incur with
respect to any hedge for the fixed rate of this Note based on the difference
between the London interbank offered rate (for U.S. dollar deposits of the relevant
maturity) available in the London interbank market at the beginning of the interest
period in which the Break Date occurs and that which is available in that market on
the Break Date.
"Maturity Date" is the date on which the final payment of principal of this Note
would, but for any Break Event, have become due.
"Prepayment Fraction" is a fraction equal to the principal amount being prepaid
over the principal amount of this Note outstanding immediately prior to that
prepayment on the Break Date.
"Present Value" is determined as of the Break Date using "B" above as the
discount rate.
In addition, a Break Event shall be deemed to occur hereunder if, on any date
("Borrowing Date") after the date hereof but prior to any acceleration of this Note,
any advance of principal under this Note is scheduled to be made and that advance
fails to be made on that Borrowing Date (whether due to Borrower's default,
Borrower's failure to borrow, the termination of any loan commitment, any
unsatisfied condition precedent, or otherwise), in which case that Borrowing Date
shall be a Break Date, the Affected Principal Amount for that Break Event shall be
based on the amount of the failed advance, and the Borrower shall on demand pay
to the Bank any Breakage Fee due hereunder for that Break Event.
Breakage Fees are payable as liquidated damages, are a reasonable pre-estimate of
the losses, costs and expenses Bank would incur in the event of any prepayment or
acceleration of this Note, are not a penalty, will not require claim for, or proof of,
actual damages, and Bank's determination thereof shall be conclusive and binding
in the absence of manifest error. For any Break Event hereunder, the foregoing
Breakage Fee provisions supersede any breakage compensation agreement that
Borrower and Bank may have executed with respect to this Note.
SCHEDULE 3-4
EXHIBIT B
BANK'S PROPOSAL LETTER
B-1
8925vl/28902-OOOOI/A-LOAN AGILEE
June 24, 2002
Ms. Marie Gouin
Management and Budget Manager
St. Lucie County
2300 Virginia Avenue
Fort Pierce, FL 34982-5652
Re: Rock Road Jail Security System Financing
Dear Ms. Gouin:
On Friday, June 21, we received responses to a Request For Proposal (RFP) to provide
the financing for the new security system at Rock Road Jail. The bank loan will be
amortized over 10 years, and the security will be a covenant by St. Lucie County to
budget and appropriate the required debt service payments from legally available non-ad
valorem revenues each year.
As shown on the enclosed attachment, a total of six bids were received. It would appear
that the bid of First Union National Bank is low, with a fixed rate of 4.71% under current
market conditions. The second place bid was from SunTrust, at 4.78%. First Union also
included an option giving the County the right to prepay the loan without penalty after
2007, at a fixed rate of 5.07%. Because there are no immediate plans to prepay this loan,
we recommend that the County approve the 4.71% option, thereby saving 36 basis points
per year. We therefore recommend approval of the First Union National Bank proposal
for this financing.
Please call if you have any questions or need additional information.
Sincerely,
WILLIAM R. HOUGH & CO.
Loomis C. Leedy, III
First Vice President
LCL:mkr
Landmark Centre II, 225 East Robinson Street, Suite 465, Orlando FL 32801-4322 Toll Free: 800 624-8836 Local: 407 422-5161 Fax: 407 422-5659
MEMBER: NASD/SIPC
St. Lucie County, Florida
Rock Road Jail Security System Financing
Results of Request For Proposals
Banking Additional Terms and
Institution Proposed Rate Costs Conditions
First Union Option I - 4.71% $2,500 legal · 1.5x coverage
National Prepayable at any time at on covenant debt.
Bank prepayment penalty IF interest rates · Standard bank
are lower at time of prepayment. "gross up"
Option II - 5.07% Prepayable after language.
2007 at no prepayment penalty.
SunTrust Option I - 4.78% Prepayable at any $3,000 legal · 2.0x coverage
time at prepayment penalty IF on covenant debt.
interest rates are lower at time of · Standard bank
prepayment. "gross up"
Option II - 5.057% Prepayable at language
any time without penalty.
Bank of Proposed rate - 4.83% Prepayable $1,500 legal · 1.75x coverage
America at anytime at prepayment penalty IF of covenant debt
interest rates are lower at time of · Standard bank
prepayment "gross up"
language.
Harbor Proposed rate 5.91% $2,500 legal
Federal
Riverside Proposed rate - 6.61% $5,000 legal
National
Bank
First Proposed rate - 7% $5,475 loan
National fee
Bank and
Trust
Company
First Union National Bank
FL6005
Government Banking
1950 Hillsboro Boulevard
2nd Floor
Deedield Beach, Florida 33442
954 596-69OO
Ms. Marie Gouin
Management and Budget Manager
St. Lucie County
2300 Virginia Avenue
Fort Pierce, Florida 34982-5652
Dear Ms. Gouin:
First Union National Bank (the "Bank") is pleased to submit the Commitment
described below to St. Lucie County (the "County") subject to the following terms
and conditions: A. of Apdl 1,2002 First Union National Bank has changed its name to Wachovia Bank, National
Association. All loan documents will be prepared in that name.
Borrower:
St. Lucie County, Florida
Amount;
52,190,000
Facility: Term Loan
Purpose:
To provide financing for the acquisition and installation of a new
security system at the Rock Road jail facility.
Term:
Interest payments will be payable semi-annually commencing
February 1, 2003 and each February 1 and August 1 thereafter.
Principal will be payable annually commencing August 1, 2003
and each August 1st thereafter. All Principal and Interest will be
due on August 1, 2012. Interest on the outstanding balance of
the loan will be calculated on a 30/360 day basis.
Security:
The Loan will be secured by a Covenant to Budget and
Appropriate from legally available Non Ad Valorem Revenues.
Interest Rate: Assumes Non- Bank Qualified Tax Exempt Obligation
Option 1:
Indication Fixed Rate:
4.71%
The above rate is an indication rate subject to change based on
XSTLUCI $2MM Jail. DOC 1
market conditions. The actual rate will be set three days prior to
closing and will approximate 80% of the lO-year US Dollar
Swap Offering Rate plus 81 basis points.
Option 2:
Indication Fixed Rate: 5.07%
Should the above rate be chosen, the County will have to ability
to prepay this loan in whole or in part after year August 1,
2007 and on any principal payment anniversary date thereafter,
but only on those dates.
The above rate is an indication rate subject to change based on
market conditions. The actual rate will be set three days prior to
closing and will approximate 80% of the lO-year US Dollar
Swap Offering Rate plus 117 basis points.
Prepayment: Should the County choose Option 1 and prepay during the life of the
loan, or choose Option 2 and prepay on any date other than the anniversary dates
indicated above, the County may incur a breakage fee as outlined in Exhibit A.
Conditions
1. The County, by official action, shall approve entering into this
commitment and the loan facility described herein
In the event that the interest on any drawing under this Commitment is ever
determined to be taxable for purposes of federal or state income taxation, or
in the event that any or all of the interest on any drawing under this
Commitment is deemed to be included in the gross income of the Bank for
federal or state income taxation, or in the event the Bank is unable to deduct
any other amounts as a result of purchasing or carrying any borrowings
resultant from the Commitment, or in the event of a change in the marginal
tax rate applicable to corporations or the alternative minimum tax rate or in
the method prescribed by federal income tax laws for calculating the
alternative minimum tax to which the Bank may be subject, or in the event
of any action which would otherwise decrease the after tax or taxable
equivalent yield to the Bank, the interest on this Commitment shall be
subject to a full gross up modification, as determined by the Bank and its
counsel. In no event, however, shall the interest rate on this Commitment
exceed the maximum rate permitted by law.
All legally available Non-Ad Valorem Revenues shall mean all revenues of the
County derived from any source whatsoever, other than Ad Valorem taxation
XSTLUCI $2MM Jail. DOC 2
on real and personal property, which are legally available to make the loan
repayments required under this proposal, but only after provision has been
made by County the for payment of services and programs which are for
essential public purpose affecting the health welfare and safety of the
inhabitants of the County or which are legally mandated by applicable law.
The average of the prior two years legally available Non Ad Valorem
Revenues, as defined above, must cover existing and projected annual debt
service on debt secured by and/or payable from such Revenues by at least
1.5x. The County will certify its compliance with this requirement annually.
o
Legal opinions relating to this facility shall be prepared by Bond Counsel
listed in "The Bond Buyer's Municipal Marketplace", (Red Book), and shall be
in such form and content as are acceptable to the Bank and its counsel. Bank
counsel fees shall not exceed $2,500. All costs relating to the preparation of
documents and to otherwise complete this transaction shall be paid for by
the County. Documents shall be available for review at least 5 business days
prior to closing.
On an ongoing basis, the County agrees that it shall deliver to the Bank,
when available, or within 180 days of each fiscal year end, which ever is
sooner, Annual Financial Statements or Comprehensive Annual Financial
Report if available, a Current Year Operating Budget and a Capital
Improvement Plan and Compliance Certification.
This Commitment shall remain in full force and effect through 3:00 p.m.,
local time, July 18, 2002, at which time, if not accepted by execution of the
acceptance clause below and mailed to the Bank at its 1950 Hillsboro Blvd.,
Deerfield Beach, FL 33442 , office to my attention, this Commitment shall
expire and shall not be enforceable by either the Bank or the County unless
extended by the Bank in writing. Unless extended by the Bank in writing,
this facility must close on or prior to August 30, 2002 after which this
commitment shall expire.
o
If the Bank chooses to waive any covenant, paragraph, or provision of this
Commitment, or if any covenant, paragraph, or provision of this Commitment
is construed by a court of competent jurisdiction to be invalid, it shall not
affect the applicability, validity or enforceability of the remaining covenants,
paragraphs or provisions.
The preceding terms and conditions are not exhaustive. Any final
commitment may include other covenants, terms and closing conditions as
are customarily required by the Bank for similar transactions including but
not limited to a cross default with like secured debt, default rate, events of
default and acceleration upon default. This Commitment Letter shall not
survive closing.
XSTLUCI $2MM Jail.DOC 3
EXHIBIT A
In addition to principal, interest and any other amounts due under this Note, Borrower shall on demand pay to Bank
any "Breakage Fee" due hereunder for each Break Event. "Break Event" means any voluntary or mandatory
prepayment or acceleration, in whole or in part, of principal of this Note occurring prior to the date such principal
would, but for that prepayment or acceleration, have become due ("Scheduled Due Date"). For each date on which
a Break Event occurs ("Break Date"), a Breakage Fee shall be due only if the rate under "A" below exceeds the rate
under "B" below and shall be determined as follows:
S =
Breakage Fee = the Present Value of ((A-B)xC) + LIBOR Breakage, where:
The rate per annum equal to the sum of (i) the bond equivalent yield (bid side) of the U.S. Treasury
security with a maturity closest to the Maturity Date as reported by the Wall Street Journal (or other
published source) on the date the Interest Rate of this Note was set ("Lock in Date"), plus (ii) the
corresponding swap spread of Bank on the Lock in Date for a fixed rate payor to pay Bank the fixed rate
side of an interest rate swap of that maturity, plus (iii) .25%.
A rate per annum equal to the sum of (i) the bond equivalent yield (bid side) of the U.S. Treasury security
with a maturity closest to the Maturity Date as reported by the Wall Street Journal (or other published
source) on the Break Date, plus (ii) the corresponding swap spread that Bank determines another swap
dealer would quote to Bank on the Break Date for paying to Bank the fixed rate side of an interest rate
swap of the maturity.
The sum of the products of (i) each Affected Principal Amount for each Affected Principal Period, times
(ii) the number of days in that Affected Principal Period divided by 360 (if this Note uses the Actual/360
Computation) or the actual number of days in the year (if this Note uses the Actual/Actual Computation).
"AffectedPrincipalArnount" for an Affected Principal Period is the principal amount of this Note scheduled to be outstanding
during that Affected Principal Period determined as of the relevant Break Date before giving effect to the Break Event on that
Break Date, and for any prepayment, multiplying each such principal amount times the Prepayment Fraction.
"Affected Principal Period' is each period from and including a Scheduled Due Date to but excluding the next succeeding
Scheduled Due Date, provided that the first such period shall begin on and includes the Break Date.
"LIBOR Breakage" is any additional loss, cost or expense that Bank may incur with respect to any hedge for the fixed rate of
this Note based on the difference between the London interbank offered rate (for U.S. dollar deposits of the relevant
maturity) available in the London interbank market at the beginning of the interest period in which the Break Date occurs and
that which is available in that market on the Break Date.
"Maturity Date" is the date on which the final payment of principal of this Note would, but for any Break Event, have become
due,
"Prepayment Fraction" is a fraction equal to the principal amount being prepaid over the principal amount of this Note
outstanding immediately prior to that prepayment on the Break Date.
"Present Value" is determined as of the Break Date using "B" above as the discount rate.
In addition, a Break Event shall be deemed to occur hereunder if, on any date ("Borrowing Date") after the date hereof but
prior to any acceleration of this Note, any advance of principal under this Note is scheduled to be made and that advance
fails to be made on that Borrowing Date (whether due to Borrower's default, Borrower's failure to borrow, the termination of
any loan commitment, any unsatisfied condition precedent, or otherwise), in which case that Borrowing Date shall be a Break
Date, the Affected Principal Amount for that Break Event shall be based on the amount of the failed advance, and the
Borrower shall on demand pay to the Bank any Breakage Fee due hereunder for that Break Event.
Breakage Fees are payable as liquidated damages, are a reasonable pre-estimate of the losses, costs and expenses Bank
would incur in the event of any prepayment or acceleration of this Note, are not a penalty, will not require claim for, or proof
of, actual damages, and Bank's determination thereof shall be conclusive and binding in the absence of manifest error. For
any Break Event hereunder, the foregoing Breakage Fee provisions supersede any breakage compensation agreement that
Borrower and Bank may have executed with respect to this Note.
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