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HomeMy WebLinkAbout02-228RESOLUTION NO. 02-228 (SUPPLEMENTAL RESOLUTION, RIVER BRANCH ESTATES MSBU) AN RESOLUTION SUPPLEMENTING RESOLUTION 94-196 OF ST. LUCIE COUNTY, ADOPTED SEPTEMBER 20, 1994, AS AMENDED; ACCEPTING THE PROPOSAL OF BANK OF AMERICA TO PROVIDE PERMANENT FINANCING FOR THE COST OF IMPROVEMENTS W1THIN THE RIVER BRANCH ESTATES MUNICIPAL SERVICES BENEFIT UNIT; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $127,000 SPECIAL ASSESSMENT IMPROVEMENT BONDS, SERIES 2002B (RIVER BRANCH ESTATES MSBU) OF THE COUNTY; PROVIDING SECURITY FOR THE PAYMENT OF THE RIVER BRANCH ESTATES BONDS FROM CERTAIN RIVER BRANCH ESTATES PLEDGED REVENUES; MAKING CERTAIN COVENANTS AND AGREEMENTS, INCLUDING A COVENANT TO BUDGET AND APPROPRIATE FROM NON-AD VALOREM REVENUES, IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, AS FOLLOWS: Section 1. Authority For This Resolution. This resolution is adopted pursuant to the provisions of the Act and the Master Resolution, and is supplemental to the Master Resolution. Section 2. Definitions. Unless the context otherwise requires, the capitalized terms used in this resolution shall have the meanings assigned in this Section. Capitalized terms used in this resolution and not otherwise defined in this Section shall have the meanings specified in the Master Resolution. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Bank" means Bank of America, N.A., a national banking association, and its successors and assigns. The Bank shall be the Registered Owner of the River Branch Estates Bond for purposes of the Bond Resolution. "Bond Counsel" means Squire, Sanders & Dempsey L.L.P. "Bond Resolution" means, collectively, the Master Resolution and this resolution. "Commitmem" means the letter of the Bank to the County's Management and Budget Director, dated July 27, 2001, a copy of which is attached hereto as part of composite Exhibit B. "Closing Date" means the date of issuance and delivery of the River Branch Estates Bond by the County to the Bank and the payment by the Bank to the County of the principal amount of the River Branch Estates Bond. "Covenant" means the covenant contained in Section 5(B)(4) hereof. "Financial Advisor" means William R. Hough & Co. "Fiscal Year" means the period beginning each October 1 and ending the subsequent September 30. "Master Resolution" means Resolution No. 94-196 of the Board of County Commissioners (the "Board"), adopted on September 20, 1994, as amended by Resolution No. 95-183, adopted by the Board on September 5, 1995, and as further amended from time to time. "Proposal" means the letter of the Bank to the County's Management and Budget Director dated September 3, 2002, a copy of which is attached hereto as part of composite Exhibit B. "River Branch Estates Bond" means the County's Special Assessment Improvement Bond, Series 2002B (River Branch Estates MSBU), issued pursuant to this resolution. The River Branch Estates Bond constitutes a "Series" as defined in the Master Resolution. "River Branch Estates Interim Financing" means that portion of the County's obligation to the Bank under the provisions of the County's Special Assessment Improvement Note, Series 2001, dated September 24, 2001, attributable to interim borrowing for the River Branch Estates MSBU Project. "River Branch Estates Investment Earnings" means the earnings from the investment of moneys on deposit in the River Branch Estates Series Subaccounts. The River Branch Estates Investment Earnings constitute "Series Investment Earnings" as defined in the Master Resolution. "River Branch Estates MSBU" means the MSBU established pursuant to Resolution No. 98-126, adopted by the Board on June 2, 1998. "River Branch Estates MSBU Assessment Resolutions" means, collectively, Resolution Nos. 02-023 and 02-194. "River Branch Estates Pledged Revenues" means (a) the River Branch Estates Special Assessments, (b) the moneys on deposit in the River Branch Estates Series Subaccounts, and (c) the River Branch Estates Investment Earnings. "River Branch Estates Project" means the construction of water improvements within the River Branch Estates MSBU and all costs incidental thereto as permitted by the Assessment Act. "River Branch Estates Project Costs" means all or a portion of the cost of undertaking the River Branch Estates 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 River Branch Estates Project; reimbursement to the County for any sums heretofore expended for the foregoing purposes; repayment of the advance made under bond anticipation notes; and such other costs and expenses as may be necessary or incidental to the financing or refinancing of the River Branch Estates Project. "River Branch Estates Series Subaccounts" means the subaccounts created pursuant to Section 5(B)(2) of this resolution. The River Branch Estates Series Subaccounts constitute "Series Subaccounts" as defined in the Master Resolution. "River Branch Estates Special Assessments" means the special assessments levied with the River Branch Estates MSBU pursuant to the River Branch Estates MSBU Assessment Resolutions. The River Branch Estates Special Assessments constitute "Series Special Assessments" as defined in the Master Resolution. Section 3. Findings. It is hereby found, determined and declared by the Board as follows: A. The County has previously incurred the obligation of the River Branch Estates Interim Financing, and it is necessary and desirable that provision be made for payment of the River Branch Interim Financing through the issuance of the River Branch Estates Bond. B. The County has previously obtained the Commitment fi.om the Bank to provide permanent financing for projects such as the River Branch Estates MSBU Project, and the Bank has submitted the Proposal with respect to the River Branch Estates Bond. The Financial Advisor has recommended that the Proposal is in the best interests of the County. C. Under the terms of the Commitment, the County must enter into a covenant as provided in Section 3.04(E) of the Master Resolution as additional security for the River Branch Estates Bond. D. A negotiated placement of the River Branch Estates Bond is in the best interest of the County and is found to be necessary for the following reasons, as to which the following specific finding is hereby made: the complex nature of the underlying security for the River Branch Estates Bond, the small principal amount of the River Branch Estates Bond, the fact that the River Branch Estates Bond is not expected to be rated or insured, and the fact that the County is authorized to designate the River Branch Estates Bond as a qualified tax-exempt obligation under Section 265(b)(3)(B) of the Code makes it desirable that a process of negotiation for the sale of the River Branch Estates Bond be conducted, and this can more successfully be accomplished with the help of the Financial Advisor through a negotiated placement with a banking institution. E. It is necessary and desirable in connection with the issuance and delivery of the River Branch Estates Bond (1) to authorize the execution and delivery to the Bank, upon payment therefor, of the River Branch Estates Bond in definitive form; (2) to authorize the execution and delivery of a tax compliance certificate and such other closing agreements, documents, and certificates as are usual and customary in connection with the delivery of bonds, all with the advice of the County Attorney and Bond Counsel; and (3) to authorize the taking of such further action by the Chairman, County Administrator, Clerk, and others employed by or acting on behalf of the County as is necessary to effect the issuance and delivery of the River Branch Estates Bond and the application of the proceeds thereof to the payment of the River Branch Estates Project Costs, including payment of the River Branch Estates Interim Financing. F. It is necessary and desirable to designate the Bond Registrar and Paying Agent for the River Branch Estates Bond. G. The County does not expect to issue more than $10,000,000 in obhgations under the provisions of Section 103(a) of the Code during the calendar year ending December 31, 2002, and, is entitled to designate the River Branch Estates Bond as a qualified tax-exempt obligation under the provisions of Section 265(b)(3)(B) of the Code. Section 4. Authorization of Bond, Date, Denomination, Amortization Schedule, Interest Rate, and Prepayment Provisions for Bond; Designation of Bond. For the purpose of paying thc River Branch Project Costs, including thc River Branch Estates Interim Financing, there is hereby authorized to be issued a special, limited obligation of the County to bc designated "Special Assessment Improvement Bond, Series 2002B (River Branch Estates MSBU), previously defined as the River Branch Estates Bond. The River Branch Estates Bond shall be dated thc Closing Date, shall be issued in the form of a single, typewritten bond in the principal amount of One Hundred Twenty-seven Thousand Dollars ($127,000), shall bear interest at thc rate, payable on the dates, shall be payable as to principal in installments, which may be prepaid prior to maturity, shall be payable in the manner, and shall have the other characteristics, all as shown on Exhibit A hereto. The River Branch Estates Bond shall be considered to be issued under thc authority of, and shall bc subject to the terms and provisions of, the Master Resolution. The River Branch Estates Bond is hereby designated a "qualified tax-exempt obligation" pursuant to Section 265(b)(3)(B) of the Code Section 5. Application of Provisions of Master Resolution; Security for Payment of River Branch Estates Bond; Creation of Funds and Accounts; Application of River Branch Estates MSBU Special Assessments; Covenant to Budget and Appropriate. A. Application of Provisions of the Master Resolution. The River Branch Estates Bond shall for all purposes be considered to be a Bond issued under the authority of the Master Resolution and shall be entitled to all the protection and security provided therein for Bonds. The covenants and pledges contained in the Master Resolution shall be applicable to the River Branch Estates Bond herein authorized. B. Security for River Branch Estates Bond. (1) Pledge And Lien. The River Branch Estates Bond shall be secured by a pledge of and lien upon the River Branch Estates Pledged Revenues. The River Branch Estates Bond shall not be or constitute a general obligation or an indebtedness of the County as a "bond" within the meaning of the Constitution of Florida, but shall be payable from and secured solely by a lien upon and pledge of the River Branch Estates Pledged Revenues as provided herein and in the Master Resolution. No Owner of the River Branch Estates Bond shall ever have the right to compel the exercise of the ad valorem taxing power of the County or taxation in any form of property therein to pay the Debt Service on the River Branch Estates Bond. The River Branch Estates Bond shall not constitute a lien upon the River Branch Estates MSBU Project or upon any property of or in the County except the River Branch Estates Pledged Revenues in the manner provided herein and in the Master Resolution. (2) Series Subaccounts. There are hereby created and established in the Funds and Accounts created and established pursuant to Section 3.03(A) of the Master Resolution the following Series Subaccounts, hereinbefore defined as the "River Branch Estates Series Subaccounts": (1)in the Sinking Fund, (a) the "River Branch Estates Bonds Debt Service Subaccount," (b) the "River Branch Estates Bonds Reserve Subaccount," and (c) the "River Branch Estates Bonds Redemption Account." (3) Use of River Branch Estates Pledged Revenues. All River Branch Estates MSBU Special Assessments and River Branch Estates Investment Earnings shall be applied and deposited in the manner provided in Section 3.04(A) and (B) of the Master Resolution only into the River Branch Estates Series Subaccounts. Moneys and Authorized Investments on deposit at any time in the River Branch Estates Series Subaccounts may be used and applied only in the manner provided in Section 3.04(C) of the Master Resolution for the payment of Debt Service on, or the Redemption Price of, the River Branch Estates Bond; provided, that, so long as the Covenant is in effect, such moneys may also be used to reimburse the County for amounts advanced by the County pursuant to the Covenant to pay Debt Service on the River Branch Estates Bond. Moneys on deposit in the River Branch Estates Series Subaccounts may be invested and reinvested only in Authorized Investments in the manner provided in Section 3.05 of the Master Resolution. (4) Covenant to Budget and Appropriate; Release of Covenant. Until the release of the Covenant, the County will, in each year while any principal of or interest on the River Branch Bond is outstanding, (1) include in its annual budget, by amendment, if necessary, and appropriate from Non-Ad Valorem Revenues and pay into the River Branch Estates Series Subaccounts amounts which, together with the River Branch Estates Pledged Revenues, will be sufficient to pay the Debt Service on the River Branch Bond as it becomes due and (2) include in its annual budget, by amendment, if necessary, and appropriate from Non-Ad Valorem Revenues sufficient amounts to cure any deficiency in amounts on deposit in the River Branch Estates Series Subaccounts resulting from a deficiency in River Branch Estates Pledged Revenues or otherwise. This covenant and agreement on the part of the County to budget and appropriate amounts from Non-Ad Valorem Revenues shall be cumulative and shall continue until Non-Ad Valorem Revenues, or other legally available funds, in amounts sufficient to make all required payments into the River Branch Estates Series Subaccounts shall have been budgeted, appropriated and actually deposited into such subaccounts. 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. The foregoing covenant to budget and appropriate does not create any lien upon or pledge of Non-Ad Valorem Revenues until budgeted, appropriated, and deposited into the River Branch Estates Series Subaccounts, nor does it preclude the County from pledging in the future any specific portion of its Non-Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non-Ad Valorem Revenues, nor does it give the Bank a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the County. This covenant to budget and appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations of the County secured by a pledge of all or any specified portion of Non-Ad Valorem Revenues heretofore or hereafter issued (including the payment of debt service on bonds and other debt instruments); provided, however, this covenant to budget and appropriate for the purposes and in the manner stated herein shall have the effect of making available for the payment of Debt Service on the River Branch Estates Bond, in the manner described herein, sufficient amounts of Non-Ad Valorem Revenues and of placing on the Board a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 129.03, Florida Statutes, which requires a balanced budget, and Section 125.07, Florida Statutes, which prohibits a board of county conunissioners from expending or contracting for the expenditure in any Fiscal Year more than the amount budgeted in each fund's budget; and subject, further, to the payment of the cost of maintaining services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the County or which are legally mandated by applicable law. The Covenant shall be deemed to be and shall be released upon (1) the providing by the Cotmty to the Bank of a certificate demonstrating to the satisfaction of the requirements contained in paragraphs numbered (1) through (4) under the heading "Conditions" in the Proposal and (2) the Bank's acknowledgement in writing to the County of the release of the Covenant, which acknowledgement shall not be unreasonably withheld; provided, that the Bank will not be required to give its acknowledgement if the County is in material breach of its obligations under this resolution, the Master Resolution, or the Pmposai with regard to the River Branch Estates Bond unless and until such breach is cured to the reasonable satisfaction of the Bank. C. Collection of Special Assessments. The County will collect the River Branch Estates MSBU Special Assessments in the manner provided in Section 197.3632, Florida Statutes, and other applicable provisions of law. The County will take or cause to be taken all actions necessary to diligently enforce the payment of all of the River Branch Estates MSBU Special Assessments and all of the installments thereof, interest thereon and penalties therefrom, in the manner prescribed by the Master Resolution, this Resolution, and the laws of the State pertaining thereto. D. Remedies. Any Registered Owner of, or any Credit Facility Issuer for, River Branch Estates Bonds shall have available the remedies specified in Section 5.03 of the Master Resolution. Section 6. Application of River Branch Estates Bond Proceeds. All moneys received from the Bank in exchange for the delivery of the River Branch Estates Bond shall be applied by the County as follows: A. The County shall pay in full all amounts of principal and interest outstanding on the River Branch Estates Interim Financing. B. The County shall deposit into the River Branch Estates Bond Reserve Subaccount an amount equal to the Reserve Account Requirement for the River Branch Estates Bond. C. The County shall next pay the costs of issuance of the River Branch Estates Bond. D. The County shall deposit the balance of the bond proceeds of the River Branch Estates Bond, if any, shall be deposited into a "River Branch Estates Project Account", hereby estabhshed within the Project Fund created pursuant to Section 4.02 of the Master Resolution. Section 7. Authorization for Execution of Bond and of Additional Documents and Certificates in Connection with the Delivery thereof. The Chairman, Clerk, County Administrator, and the Management and Budget Director, with the advice of the County Attorney and Bond Counsel, are hereby authorized and empowered, collectively and individually, to take all action and steps and to execute and deliver, on behalf of thc County, and in their official capacities, the River Branch Estates Bond, and any and all instruments, documents, or certificates, including a tax compliance certificate, which arc necessary or desirable in connection with thc issuance and delivery of the River Branch Estates Bond. The Management and Budget Director is hereby authorized, with the advice of the Financial Advisor, to appmve the final interest rate on the River Branch Estates Bond at or prior to the Delivery Date; provided that the interest rate does not exceed five and seventy-five hundredths percent (5.75%) per annum. Section 8. Additional Covenants. In addition to those covenants contained in the Master Resolution for thc benefit of thc Registered Owner of the River Branch Estates Bond, the County makes the following additional covenants for the benefit of thc Bank for so long as any principal of or interest on thc River Branch Estates Bond or any other amounts payable by the County to the Bank in councction therewith are outstanding and unpaid. A. The County will not issue or incur any debt or obhgation secured by or payable from the River Branch Estates Pledged Revenues other than the River Branch Estates Bond. B. The County will provide the Bank with a copy of its General Purpose Financial Statements within one hundred eighty (180) days of the close of its Fiscal Year. Section 9. Bond Registrar and Paying Agent. The Clerk is hereby designated Bond Registrar and Paying Agent for the River Branch Estates Bond and shall perform such duties as are more fully described in the Bond Resolution and the River Branch Estates Bond. Section 10. Severability. If any one or mom 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 from the remaining covenants, agreements or provisions, and in no way affect the validity of all other provisions of the Bond Resolution or of the River Branch Estates Bond delivered hereunder. Section 11. Repealing Clause. All resolutions of the County, or parts thereof, in conflict with the provisions of this resolution are, to the extent of such conflict, hereby superseded and repealed. Section 12. Effective Date. This resolution shall take effect immediately upon its adoption. Passed and Approved by the Board of the County Commissioners of St. Lucie County, Florida this 17th day of September 2002. ST. LUCIE COUNTY, FL,DRIDA ATTEST: the Board of County Commissioners of By: Chairman, Board of County Commissioners APPROVED AS TO FORMAiA.'//~ No. R-1 EXHIBIT A FORM OF BOND ST. LUCIE COUNTY, FLORIDA SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2002B (RIVER BRANCH ESTATES MSBU) $127,000 RATE OF INTEREST MATURITY DATE September 24, 2017 DATE OF ISSUE September 24, 2002 REGISTERED OWNER: Bank of America, N.A. PRINCIPAL AMOUNT: One Hundred Twenty-seven 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 September 24, 2003, and on each September 24 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 from the date of this bond 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 May 1 and November 1 (an "Interest Payment Date") commencing May 1, 2003, with all unpaid interest being due on the Maturity Date, by wire transfer in accordance with written instmctious 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 bond 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. This bond is issued to finance the costs of the acquisition and construction of the River Branch Estates MSBU Project (including repayment of the River Branch Estates Interim Financing), under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Part I, Florida Statutes, Ordinance No. 87-77 of the County, as amended, and other applicable provisions of law, and Resolution No. 94-196, adopted by the Board of County Commissioners (the "Board") on September 20, 1994, as amended and supplemented, particularly as supplemented by Resolution No. 02-228, duly adopted on September 17, 2002 (the "Bond Resolution"), to which reference should be made to ascertain those terms and conditions. This bond is payable from and secured solely by a lien upon and pledge of the River Branch Estates Pledged Revenues in the manner provided in, and subject to the terms and conditions of, the Bond Resolution. The principal of and interest on this bond do not constitute a general obligation or indebtedness of the County, and the Registered Owner shall never have the right 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 bond. The principal of and interest on this bond are not secured by a hen upon the River Branch Estates Project, or upon any property of or in the County, but are secured solely by the River Branch Estates Pledged Revenues in the manner provided herein and in the Bond Resolution. Reference is made to the Bond Resolution for the provisions relating to the security for payment of this bond 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 United States of America, or granted and contained in the Bond Resolution, and to enforce and compel the performance of all duties required by the Bond Resolution 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 Bond Resolution to the full extent permitted or authorized by the laws of the State of Florida or the United States of America. Any controversy or claim hereunder, including, but not limited to, those arising out of or relating to the Bond Resolution and this bond or any instruments executed in connection therewith, including any claim based on or arising from an alleged tort, shall be determined by binding arbitration in accordance with the State of Florida arbitration code, the rule of practice and procedure for the arbitration of commercial disputes and the "Special Rules" set forth below. In the event of any inconsistency, the Special Rules shall control. Judgment upon any arbitration award may be entered in any court having jurisdiction. The Registered Owner of this bond may bring an action, including a summary or expedited proceeding, to compel arbitration of any controversy or claim relating to this bond in any court having jurisdiction over such action. A. Special Rules. The arbitration shall be conducted in St. Lucie County, Florida, and administered by the American Arbitration Association. All arbitration hearings will be commended within ninety (90) days of the demand for arbitration; further, the arbitrator shall only, upon a showing of cause, be permitted to extend the commencement of such hearing for an additional sixty (60) days. B. Reservation of Rights. Nothing herein shall be deemed to (i) limit the applicabihty of any otherwise applicable statues of hmitation or repose and any waivers contained herein or in the Resolution; or (ii) be a waiver by the Registered Owner of any protection afforded to it by 12 U.S.C. §91 or any substantially equivalent state law; or (iii) limit the right of the Registered Owner to obtain from a court provisional or ancillary remedies such as (but not limited to) injunctive rebel, writ of possession or the appointment of a receiver. The Registered Owner may obtain such provisional or ancillary remedies before, during or after the pendency of any arbitration proceeding brought pursuant hereto. The exercise of ancillary remedies shall not constitute a waiver of the right of the Registered Owner to arbitrate the merits of the controversy or claim occasioning resort to such remedies. This bond 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 this bonds and (2) the transferee provides to the County an investment letter in form and substance materially the same as the letter provided by the Registered Owner to the County upon the original issuance hereof. Upon the occurrence of an Event of Default, as defined in the Bond Resolution, the County shall also be obligated to pay, but only fi.om the Pledged Revenues, all costs of collection and enforcement hereof, including attorneys' fees (including fees incurred on appeal). 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 bond, have been performed, exist and have happened in regular and due form and time as so required. 1N WITNESS WHEREOF, St. Lucie County, Florida, has caused this bond 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. ST. LUCIE COUNTY, FLORIDA By: Chairman of the Board of County Commissioners ATTEST: By: Clerk of the Circuit Court, ex-officio Clerk of the Board of County Commissioners SCHEDULE 1 ADJUSTMENTS TO INTEREST RATE IN CERTAIN EVENTS The rate of interest on this bond shall be adjusted, as set forth below: The interest rate on this bond is based on (a) the status of this bond as a tax exempt obligation under Section 103 of the Internal Revenue Code of 1986, as amended ("Code"); (b) the status of this bond as a "qualified tax-exempt obligation" under Section 265(b)(3)(B) of the Code; (c) the laws in effect on the Date of Issue of this bond; and (d) the maximum corporate income tax rate in effect and applicable to the Registered Owner on the Date of Issue of this bond. If this bond should be determined (a) not to be a tax-exempt obligation for purposes of Section 103 of the Code, or (b) not to be a "qualified tax-exempt obligation" for the purposes of Section 265(b)(3)(B) of the Code, the interest rate on this bond 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 this bond. The County shall also pay any additions to tax, penalties, any interest on this bond, 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 this bond should change, the Registered Owner may adjust the interest rate on this bond 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 this bond. 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 this bond until the expiration of the statute of limitations applicable to the ability of the Internal Revenue Service to determine that this bond was not a tax-exempt obligation or was not a "qualified tax-exempt obligation". SCHEDULE 2 ST. LUCIE COUNTY SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2002B (RIVER BRANCH ESTATES MSBU) AMORTIZATION SCHEDULE (Put In Amortization From William R. Hough & Co. When Final Interest Rate Is Set) EXHIBIT B BANK'S PROPOSAL LETTER