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HomeMy WebLinkAbout02-323RESOLUTION NO. 02-323 A RESOLUTION SUPPLEMENTING RESOLUTION NO. 02-205 OF ST. LUCI~ COUNTY, FLORIDA, ADOPTED ON NOVEMBER 12, 2002; PROVIDING FOR THE SALE AND DELIVERY OF NOT EXCEEDING $9,500,000 SOLD WASTE SYSTEM REFUNDING REVENUE BONDS, SERIES 2002; PROVIDING FOR THE PAYMENT OF THE SERIES 2002 BONDS FROM THE NET REVENUES OF THE SOLID WASTE SYSTEM; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AUTHORIZING THE COUNTY ADMINISTRATOR TO DETERMINE THE DATE OF SALE OF, AND THE DETAILS OF, THE SERIES 2002 BONDS, AND TO EXECUTE A BOND PURCHASE AGREEMENT; AUTHORIZING THE OFFICERS AND OFFICIALS OF THE COUNTY TO EXECUTE AND DELIVER THE SERIES 2002 BONDS AND SUCH AGREEMENTS AND CERTIFICATES AS ARE NECESSARY AND DESIRABLE IN CONNECTION WITH THE SALE, ISSUANCE AND DELIVERY OF THE SERIES 2002 BONDS; AND PROVDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA: ARTICLE I AUTHORITY, DEFINITIONS AND FINDINGS Section 1.01 Authority for this Resolution. This resolution is adopted pursuant to the provisions of the Act and the Original Resolution. Section 1.02 Definitions. Unless the context otherwise requires, capitalized terms used in this resolution shall have the meanings specified in this Section. Terms not otherwise defined in this Section shall have the meanings specified in the Original Resolution or the Initial Series 2002 Bond Resolution. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include frans and corporations. "Ambac Assurance" means Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance company. "Bond Insurer" means Ambac Assurance or any successor thereto. "Bond Resolution" means, collectively, the Original Resolution, the Initial Series 2002 Bond Resolution and this resolution. "Bond Registrar and Paying Agent Agreement" means an agreement between the Cotmty and the Paying Agent providing for the authentication of, and payment of the principal of, premium, if any, and interest on, the Series 2002 Bonds, in such form as shall be approved by the Chairman upon the recommendation of the County Administrator with the advice of the County Attorney. "Call Date" with respect to the 1993 Bonds means January 31, 2003. "Cede" means Cede & Co., as nominee for DTC. "Commitment" means the Commitment, dated December 5, 2002, for the Policy and the Surety Bond issued by the Bond Insurer to the County. "Credit Facility" means, with respect to the Series 2002 Bonds, the Policy. "Credit Facihty Issuer" means, with respect to the Series 2002 Bonds, the Bond Insurer. "DTC" means The Depository Trust Company, New York, New York, a securities depository. "Escrow Deposit Agreement" means the agreement by and between the County and a bank or trust company to be selected and named by the County prior to the delivery of the Series 2002 Bonds which agreement shall provide for the holding in trust of moneys and Federal Securities sufficient to pay the principal of and interest on the 1993 Bonds on the Call Date and shall be in such form as shall be approved by the Chairman upon the recommendation of the County Administrator with the advice of the County Attorney and Bond Counsel, such approval to be presumed by the Chairman's execution thereof. "Escrow Holder" means Wachovia Bank, National Association, Miami, Florida, or any other bank or trust company, which may be located within or without the State, holding a portion of the proceeds of the sale of the Series 2002 Bonds in trust pursuant to the provisions of the Escrow Deposit Agreement, to be applied to pay the principal of, premium, and interest on the 1993 Bonds. "Financial Guaranty Insurance Policf' means the financial guaranty insurance policy issued by Ambac Assurance insuring the payment when due of the principal of and interest on the Series 2002 Bonds, as provided therein. "Initial Series 2002 Bond Resolution" means Resolution No. 02-205, duly adopted by the Board on November 12, 2002. "Letter of Representations" means the blanket letter agreement between the County and DTC, dated March 2, 1999, with respect to Bonds issued in book-entry only form. "Original Resolution" means Resolution No. 93-216, adopted by the Board on September 21, 1993, as amended and supplemented from time to time, particularly as amended by Resolution No. 02-323, adopted December 17, 2002. "Paying Agent" and "Registrar" means Wachovia Bank, National Association, Miami, Florida, or its successor. 2 9278V3/28902~00106/R-AWARD/DELE "Pohcy" means the Financial Guaranty Insurance Policy. "Purchase Contract" means a bond purchase agreement between the County and the Underwriter setting forth the conditions upon which the Series 2002 Bonds will be sold by the County and purchased by the Underwriter and the details of the Series 2002 Bonds, in form and substance acceptable to the Chairman, upon the recommendation of the County Administrator, with the advice of the County Attorney and Bond Counsel. "1993 Bonds" means all of the County's outstanding Solid Waste System Refunding Revenue Bonds, Series 1993, dated September 1, 1993. "2002 Refunding" means the program for refinancing the 1993 Bonds through the issuance of the Series 2002 Bonds and the deposit of a portion of the proceeds thereof with the Escrow Holder to be applied pursuant to the provisions of the Escrow Deposit Agreement to pay the principal of, premium, if any, and interest on the 1993 Bonds through the Call Date. "2002 Refunding Costs" means but shall not necessarily be limited to: the cost of payment of the principal of, premium, if specified, and interest on the 1993 Bonds; expenses for estimates of costs; the fees of fiscal agents, financial advisors and consultants; administrative expenses; the establishment of reasonable reserves for the payment of debt service on the Series 2002 Bonds; discount upon the sale of the Series 2002 Bonds; the expenses and costs of issuance of the Series 2002 Bonds; the cost of purchasing the Policy; such other expenses as may be necessary or incidental to the financing authorized by this resolution, to the Refunding, and to the accomplishing thereof, and reimbursement to the County for any sums expended for the foregoing purposes to the extent permitted under the applicable provisions of the Code. "Series 2002 Bonds" mean the County's Solid Waste System Refunding Revenue Bonds, Series 2002, originally issued pursuant to the Bond Resolution. "Surety Bond" means the Debt Service Reserve Fund Surety Bond, issued by the Bond Insurer pursuant to the Commitment, in order to satisfy the additional Reserve Account Requirements result'rog fi:om the issuance of the Series 2002 Bonds; the Surety Bond shall constitute a Reserve Account Credit Facility with respect to the Series 2002 Bonds. "Surety Bond Reimbursement Agreement" means the agreement between the County and the Bond Insurer, in customary form, pursuant to which the County agrees to reimburse the Bond Insurer with interest any amounts advanced pursuant to the Surety Bond. "Undenvriter" means SunTrust Capital Markets, Inc., as the initial purchaser of the Series 2002 Bonds. Section 1.03 Findings. It is hereby ascertained, determined and declared by the Board that: 3 9278V3/28902-00106/R-AWARD/DELE A. The County has previously adopted the Initial Series 2002 Bond Resolution and therein authorized the Series 2002 Bonds. B. In the Initial Series 2002 Bond Resolution, the Board authorized the County Administrator to proceed with preparation of financing documents, to obtain the Commitment, to approve the Preliminary Official Statement, and, with the advice of the County Attomey, Bond Counsel, and Disclosure Counsel, to develop documents necessary for the offering and sale of the Series 2002 Bonds. C. The County has received the Commitment from the Bond Insurer for issuance of the Policy and the Surety Bond, and it is in the best interests of the County (1) to purchase the Policy and the Surety Bond in order to reduce the present value of the Debt Service Requirements with respect to the Series 2002 Bonds, and (2) to execute and deliver to the Bond Insurer the Surety Bond Reimbursement Agreement as a condition of issuance of the Surety Bond. D. Based upon the Commitment, the County expects to receive from Standard & Poor's Ratings Services, New York, New York, and Fitch Ratings., New York, New York, at or prior to the issuance of the Series 2002 Bonds, bond ratings in the highest classification. E. It is necessary, desirable, and in the best interest of the health, safety, and welfare of the County and its inhabitants that the Series 2002 Bonds be offered and sold at negotiated sale in order that the County may achieve optimum timing of the sale of the Series 2002 Bonds and maximum benefit from pm-marketing of the Series 2002 Bonds and thereby minimize the likelihood of paying a higher interest rate on the Series 2002 Bonds which could result from a sale of the Series 2002 Bonds through advertisement. F. It is in the best interests of the County to authorize the County Administrator to execute a Purchase Contract for the sale of the Series 2002 Bonds on behalf of the County, subject to certain conditions, in order to enable the timely sale and award of the Series 2002 Bonds. G. It is necessary and desirable in connection with the issuance and delivery of the Series 2002 Bonds to the Underwriter (1) to authorize the execution and delivery to the Underwriter, upon payment therefor in accordance with the provisions of the Purchase Contract, of the Series 2002 Bonds in definitive form; (2) to authorize the execution and delivery on behalf of the County of the Surety Bond Reimbursement Agreement, and a Bond Registrar and Paying Agent Agreement, both in the usual and customary forms; (3) to authorize the execution and delivery of a tax compliance certificate, a continuing disclosure undertaking, and such other closing agreements, documents, and certificates as are usual and customary in connection with the delivery of bonds, all upon the recommendation of the County Administrator, with the advice of the County Attorney and Bond Counsel; and (4) to authorize the taking of such further action by the Chairman, County Administrator, Finance Director, Clerk, and others employed by or acting on behalf of the County as is necessary to effect the issuance and delivery of the Series 2002 Bonds and the application of the proceeds thereof to the payment of the 2002 Refunding Costs. 4 ARTICLE II AUTHORIZATION OF ISSUANCE OF SERIES 2002 BONDS AND 2002 REFUNDING; DESCRIPTION, DETAILS AND FORM OF SERIES 2002 BONDS Section 2.01 Authorization of 2002 Refunding. The Board hereby specifically reauthorizes the 2002 Refunding. The Board hereby specifically ratifies and affirms all actions previously taken in furtherance of the undertaking of the 2002 Refunding. Section 2.02 Authorization of Sale of Series 2002 Bonds. Subject and pursuant to the provisions of the Bond Resolution, special, limited obligations of the County, designated "Solid Waste System Refunding Revenue Bonds, Series 2002", shall be sold in an aggregate principal amount not to exceed $9,500,000 (exclusive of original issue discount), for the purpose of financing the 2002 Refunding Costs. Section 2.03 Description of Series 2002 Bonds. The Series 2002 Bonds shall be numbered; shall be dated; shall bear interest at the rates, not exceeding the maximum permitted rate, payable on the dates; shall mature as to principal on the dates and in the amounts; may be subject to redemption prior to maturity; and shall have such other characteristics, not inconsistent with the requirements of the Bond Resolution and of Section 5.01 hereof, as shall be specified in the Purchase Contract. Section 2.04 Book-Entry System. The Series 2002 Bonds shall be issued in book-entry only form in the name of Cede pursuant to the Letter of Representations. All payments for the principal of, and interest on, the Series 2002 Bonds shall be paid by check, draft or wire transfer by the Paying Agent to Cede, without prior presentation or sun'ender of any Series 2002 Bonds (except for final payment thereof); and such payment to Cede shall constitute payment thereof pursuant to, and for all purposes, of this resolution. To the extent permitted by the provisions of the Letter of Representations, the County shall issue Series 2002 Bonds directly to beneficial owners of the Series 2002 Bonds other than DTC, or its nominee, in the event that: (a) 2002 Bonds; or DTC determines not to continue to act as securities depository for the Series (b) the County has advised DTC of its determination that DTC is incapable of discharging its duties; or (c) the County determines that it is in the best interest of the County not to continue the book-entry system or that the interests of the beneficial owners of the Series 2002 Bonds might be adversely affected if the book-entry system is continued. 5 9278 V3/2 B9024)O 106/R.AWARD/D[iL E Upon occurrence of the events described in (a) or (b) above, the County shall attempt to locate another qualified securities depository, and shall notify beneficial owners of the Series 2002 Bonds through DTC if successful. If the County falls to locate another qualified securities depository to replace DTC, the County shall cause the Bond Registrar to authenticate and deliver replacement Series 2002 Bonds in certificated form to the beneficial owners of the Series 2002 Bonds. In the event the County makes the determination noted in (c) above (the County undertakes no obligation to make any investigation to determine the occurrence of any events that would permit the County to make any such determination), or if the County falls to locate another qualified securities depository to replace DTC upon occurrence of the events described in (a) or (b) above, the County shall mall a notice to DTC for distribution to the beneficial owners of the Series 2002 Bonds stating that DTC will no longer serve as securities depository, the procedures for obtaining such Series 2002 Bonds in certificated form, and the provisions which govern the Series 2002 Bonds including, but not limited to, provisions regarding authorized denominations, provisions for transfer and exchange, provisions for principal and interest payments, and provisions as to other related matters. Section 2.05 Form of Series 2002 Bonds. The text of the Series 2002 Bonds shall be in substantially the form of Exhibit A hereto, with such omissions, insertions, and variations as may be necessary and desirable, and as may be authorized or permitted by the Bond Resolution and approved by Bond Counsel and the County Attorney. ARTICLE III APPLICATION OF SERIES 2002 BOND PROCEEDS; Section 3.01 Application of Series 2002 Bond Proceeds. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Series 2002 Bonds shall be applied by the County in the following manner and order of priority, simultaneously with their delivery to the Underwriter, as follows: A. The accrued interest shall be deposited into the Sinking Fund, created and established by the Original Resolution, and shall be used only for the purpose of paying interest becoming due on the Series 2002 Bonds on the first Interest Payment Date following their issuance. B. The sum specified in the Escrow Deposit Agreement which, together with the other moneys described in the Escrow Deposit Agreement to be deposited in escrow, and together with the investment income thereon, will be sufficient to pay the principal of, interest and redemption premiums, if applicable, on the 1993 Bonds as the same shall become due or may be redeemed or prepaid, shall be deposited with the Escrow Holder to be applied pursuant to the Escrow Deposit Agreement. 6 9278V3/28902-00106/R-AWAR~/DELE C. To the extent not paid or reimbursed therefor by the Underwriter, the County shall pay ail costs and expenses in connection with the preparation, issuance and sale of the Series 2002 Bonds, including the premium for the Policy and the Surety Bond. D. The remaining proceeds, if any, of the Series 2002 Bonds shall be deposited into the Revenue Fund created pursuant to the Original Resolution and used to pay the costs of capital improvements to the System. ARTICLE 1V APPLICATION OF PROVISIONS OF ORIGINAL RESOLUTION Section 4.01 Application of Provisions of the Original Resolution. The Series 2002 Bonds shall for all purposes be considered to be Additional Parity Bonds issued under the authority of the Original Resolution and shall be entitled to all the protection and security provided therein for the Additional Parity Bonds. The covenants and pledges contained in the Original Resolution shall be applicable to the Series 2002 Bonds herein authorized in like manner as applicable to the Bonds. Section 4.02 Remedies. Any Registered Owner of, or any Credit Facility Issuer for, Series 2002 Bonds shall have available the remedies specified in the Original Resolution. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.01 Delegation of Authority to Determine Date of Sale and Details of Series 2002 Bonds and to Execute Purchase Contract; Conditions to Exercise of Authority; Award Certificate. The County Administrator is hereby, subject to the conditions hereinafter set forth, authorized and empowered to determine the date of sale, amount, maturity dates, interest rates, dated date, redemption provisions and other details of the Series 2002 Bonds, and to execute the Purchase Contract on behalf of the County and to deliver an executed copy thereof to the Underwriter. This delegation of authority is expressly made subject to the conditions set forth in Exhibit B hereto, the failure of any of which shall render the Purchase Contract voidable at the option of the Board. In conjunction with the execution of the Purchase Contract, the County Administrator shall execute and file with the Clerk an Award Certificate demonstrat'mg compliance with the foregoing conditions. Section 5.02 Approval of Official Statement; Further Action to Deliver Series 2002 Bonds Authorized. The execution and delivery to the Underwriter, upon payment therefor in accordance with the provisions of the Purchase Contract, of the Series 2002 Bonds in definitive form is hereby approved. The execution and delivery on behalf of the County of (1) a Bond 7 Registrar and Paying Agent Agreement, (2) a tax compliance certificate, (3) a continuing disclosure undertaking, (4) the Surety Bond Reimbursement Agreement, and (5) such other closing agreements, documents, and certificates as are usual and customary in connection with the delivery of Bonds, all upon the recommendation of the County Administrator, with the advice of the County Attorney and Bond Counsel, are hereby approved. The taking of such further action by the Chairman, County Administrator, Clerk, County Attorney, Finance Director, and others employed by or acting on behalf of the County, as is necessary to effect the sale, issuance and delivery of the Series 2002 Bonds and the application of the proceeds thereof to the payment of the Refunding Costs and the consummation of the Refunding is hereby authorized and approved. Section 5.03 Credit Facility Provisions. A. Commitment. The acceptance of the Commitment by the County Administrator is hereby ratified and confirmed. The provisions of the Commitment shall be deemed to be incorporated herein, and the County agrees that it will comply with the requirements of the Commitment with respect to the Series 2002 Bonds. B. Policy and Payment There shall be printed on the back of each Series 2002 Bond a statement to the effect that payment of the principal of and interest thereon is insured by the Bond Insurer under the Policy, and the proper officers of the County are hereby authorized and directed to pay or cause to be paid to the Bond Insurer the premium stated in the Commitments upon the delivery of the Policy and the Surety Bond. C. gpecific Covenants. 1. Consent of Ambac Assurance. The consent of Ambac Assurance shall be required for (1) any change in the Paying Agent for the Series 2002 Bonds, and (2) any plan of reorganization or liquidation of the assets of the County. 2. Voting Rights of Ambac Assurance. So long as Ambac Assurance is not in default with respect to its obligations under the Policy, Ambac Assurance shall have the right to vote on behalf of all Owners of the Series 2002 Bonds and to direct all proceedings with respect to rights and remedies of Owners upon the occurrence and continuation of an Event of Default. 3. Notices. Ambac Assurance shall be provided with notices as follows: (a) To the attention of the Surveillance Department: (i) While the Financial Guaranty Insurance Policy is in effect, the County shall furnish to Ambac Assurance (to the attention of the Surveillance Department, unless otherwise indicated): (a) as soon as practicable after the filing thereof, a copy of any fmancial statement of the County and a copy of any audit and annual report of the County; (b) such additional information it may reasonably request. 8 9278V3/28902-00106/R-AWARD/DELE (ii) A copy of any notice to be given to the registered owners of the Series 2002 Bonds, including, without limitation, notice of any redemption of or defeasance of the Series 2002 Bonds, and any certificate rendered pursuant to this resolution relating to the security for the Series 2002 Bonds. (iii) To the extent that the Issuer has entered into a continuing disclosure agreement with respect to the Series 2002 Bonds, Ambac Assurance shall be included as party to be notified. (b) To the attention of the General Counsel's offices: (i) The County shall notify Ambac Assurance of any failure of the County to provide relevant notices, certificates, etc. (ii) Notwithstanding any other provision of this resolution, the County shall immediately notify Ambac Assurance if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of any event of default hereunder 4. Right to Information. The County will permit Ambac Assurance to discuss the affairs, finances and accounts of the County or any information Ambac Assurance may reasonably request regarding the security for the Series 2002 Bonds with appropriate officers of the County. The County will permit Ambac Assurance to inspect and to make copies of all books and records relating to the Series 2002 Bonds at any reasonable time. Ambac Assurance shall have the right to direct an accounting at the County's expense, and the County's failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from Ambac Assurance shall be deemed a default under the Bond Resolution; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any registered owner of the Series 2002 Bonds. 5. Investments. Authohzed Investments shall be limited to those investments specified in Exhibit D to the "Ambac Assurance Standard Package for Ambac-Insured Transactions" dated November 26, 2002, and included as part of the Commitment. 6. Payment Procedures. The County will provide for incorporation of the provisions of Exhibit F to the "Ambac Assurance Standard Package for Ambac-Insured Transactions" dated November 26, 2002, and included as part of the Commitment, and (b) Exhibit D to the "Ambac Assurance Standard Package for Transactions Supported by an Ambac Assurance Corporation Surety Bond without Deposit Agreement' dated November 15, 2002, and included as part of the Commitment in the agreement with the Paying Agent. 7. Interested Parties. (a) Nothing in this resolution expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than 9 9278V3/28902 -001 ~6/R.AWPdLD/D EL E the County, Ambac Assurance, the Paying Agent and the registered owners of the Series 2002 Bonds, any right, remedy or claim under or by reason of this resolution or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in tiffs resolution contained by and on behalf of the County shall be for the sole and exclusive benefit of the County, Ambac Assurance, the Paying Agent and the registered owners of the Series 2002 Bonds. (b) To the extent that this resolution confers upon or gives or grants to Ambac any right, remedy or claim under or by reason of this resolution Ambac is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right remedy or claim conferred, given or granted hereunder. Section 5.04 Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions of this resolution should be held to be contrary to any express provision of law or to be contrary to the policy of express law, though not expressly prohibited, or to be against public policy, or should 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 of, and in no way affect the validity of, all the other provisions of the Bond Resolution, this resolution, or the Series 2002 Bonds. Section 5.05 Repealing Clause. All resolutions of the County in conflict with the provisions of this resolution are, but only to the extent of such conflict, hereby superseded and repealed. 10 Section 5.06 Effective Date. This resolution shall become effective immediately upon its adoption. Passed And Adopted by the Board of County Commissioners of St. Lucie County, Florida at a regular meeting duly called and held this 17th day of December 2002. (SEAL) ~~ By: ST. LUCIE COUNTY, FLORIDA Chairman, Bo~o'f~ounty Commissioners AP~/~~AS TO FORM: Co n y, ,o?m y 11 927~V3/28902-001064R-AWARD/DELE EXHIBIT A FORM OF SERIES 2002 BOND No. R- $ UNITED STATES OF AMERICA ST. LUCIE COUNTY, FLORIDA SOLID WASTE SYSTEM REFUNDING REVENUE BOND, SERIES 2002 AT'F, OF INTF, RF, ST % MATURITY DATF March 1, DATF~ OF T~T T~ December 15, 2002 CT TgYP REGISTERED OWNER: PRINCIPAL AMOUNT: Cede & Co. 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 the Maturity Date specified above, the Principal Amount shown above, upon presentation and surrender hereof at the corporate trust office of , as Registrar and Paying Agent, and to pay solely from such fimds, interest thereon from the date of this Bond or fi'om the most recent Interest Payment Date to which interest has been paid, whichever is applicable, until payment of such Principal Amount, at the Rate of Interest per annum set forth above, such interest to the maturity or prior redemption hereof being payable on March 1, 2003, and thereafter on September 1 and March 1 each year by check or draR mailed on or before the Interest Payment Date, to the Registered Owner at his address as it appears, at 5:00 P.M. Eastern Time on the fifteenth day of the month preceding the applicable Interest Payment Date, on the Register of the County kept by the Registrar; provided, that for any Registered Owner of One Million Dollars ($1,000,000) or more in principal amount of Bonds, such payment shall, at the written request of such Registered Owner, be by wire transfer or 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. A-1 9278V 3/28902~00106/R-AW3RD/DELE This Bond is one of an authorized issue of Series 2002 Bonds, originally issued in the aggregate principal amount of $ ., of like date, tenor and effect, except as to number, interest rate, and date of maturity, issued for the propose of financing the cost of (i) refunding the County's outstanding Solid Waste System Refunding Revenue Bonds, Series 1993, and (ii) paying certain expenses related to the issuance and sale of the Series 2002 Bonds, and ali purposes incidental thereto, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Florida Statutes, Ordinance No. 87-77 of the County, as amended, and other applicable provisions of law (the "Act"), and Resolution No. 93-216, adopted by the Board of County Commissioners on September 21, 1993, as amended and supplemented (the "Original Resolution"), and particularly as supplemented by Resolution No. 02-205, adopted on November 12, 2002 (the "Initial Series 2002 Bond Resolution"), as supplemented by Resolution No. 02- , adopted on December 17, 2002 (the "Series 2002 Bond Resolution") (collectively with the Original Resolution and the In/rial Series 2002 Bond Resolution, the "Bond Resolution"), and is subject to all the terms and conditions of the Bond Resolution. Capitalized terms used herein shall have the meaning specified in the Bond Resolution. The Series 2002 Bonds are limited, special obligations of the County, payable from and secured solely by a lien upon and pledge of the net revenues to be derived fi:om the operation of the County's solid waste disposal system (the "System") and, until expended, the moneys on deposit in the funds and accounts created by the Bond Resolution (collectively, the "Pledged Moneys"). The Series 2002 Bonds do not constitute a general obligation or indebtedness of the County, and it is expressly agreed by the Registered Owner of this Bond that such Registered Owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the County, or the taxation of any property of or in the County, for the payment of the principal of and interest on this Bond or for the making of any sinking fund, reserve or other payments provided for in the Bond Resolution. It is further agreed between the County and the Registered Owner of this Bond, that this Bond and the obligation evidenced hereby shall not constitute a lien upon the System or any part thereof, or on any other property of or in the County, but shall constitute a lien only on the Pledged Moneys, in the manner provided in the Bond Resolution. The County has entered into certain covenants with the Registered Owners of the Series 2002 Bonds for the terms of which reference is made to the Bond Resolution. In particular, the County has reserved the right to issue additional obligations payable fi:om and secured by a lien upon and pledge of the Pledged Moneys on a parity with the Series 2002 Bonds, upon compliance with certain conditions set forth in the Bond Resolution. The County has also reserved the right to defease the lien of the Series 2002 Bonds upon the Pledged Moneys upon making provision for payment of the Series 2002 Bonds as provided in the Bond Resolution. This Bond is and has all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code~Investment Securities Laws of the State of Florida, and the Registered Owner and each successive Registered Owner of this Bond, shall be conclusively deemed by his acceptance hereof to have agreed that this Bond shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida. A-2 9278V3[28902-00 [06/R-AWARD/DELE It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of the issue of Series 2002 Bonds of which this Bond is one, does not violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Registrar. IN WITNESS WHEREOF, St. Lucie County, Florida has issued this Bond and has caused the same to be executed by the Chairman or Vice-Chairman of the County, either manually or with his facsimile signature, and the corporate seal of said County, or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon, and the foregoing attested by the manual or facsimile signature of the Clerk or Deputy Clerk of the Board, all as of the Date of Issue above. (SEAL) ST. LUCIE COUNTY, FLORIDA By: ~ cl an ATTEST: Clerk A-3 9278V 3/28 ~02-00106/R.AWARD/DELE BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Series 2002 Bonds of the issue described in the within-mentioned Bond Resolution. WACHOVIA BANK, NATIONAL ASSOCIATION Bond Registrar By Authorized Signatory Date of Authentication: A-4 The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not of tenants in common UNIF GIF MIN ACT - Custodian for_ (Cust.) (Minor) Additional abbreviations may also be used although not listed above. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to (Please insert Social Security or other Identifying Number of Assignee) the within Bond and does hereby irrevocably constitute and appoint the Bond Trustee as his agent to transfer the Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated:. Signature guaranteed: NOTICE: Signature must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within note in every particular, without alteration or enlargement or change whatever. (Authorized Officer) A45 9278V3/28902-001 {I~/R-AW ARD/DELE EXHIBIT B CONDITIONS OF AWARD The conditions to exemise the authority to execute the Purchase Contract are: A. The Purchase Contract shall be executed on behalf of the County by the County Administrator on or before December 31, 2002, and shall be in such form and with such provisions as shall be reasonable and customary for purchase contracts, with the advice of the County Attorney and Bond Counsel. B. The aggregate principal amount of the Series 2002 Bonds to be sold shall (exclusive of any original issue discount on the sale of the Series 2002 Bonds) not exceed $9,500,000. C. The true interest cost rate on the Series 2002 Bonds shall not exceed four percent (4.00%) per annum. D. The Series 2002 Bonds shall mature not later than the final maturity of the Series 1993 Bonds. E. The Maximum Annual Debt Service on the Series 2002 Bonds shall not be greater than the Maximum Annual Debt Service on the Series 1993 Bonds. F. The Underwriter shall have delivered to the County a good faith check in an amount not less than one percent (1%) of the par amount of the Series 2002 Bonds, calculated without reference to original issue discount or original issue premium. F. The purchase price for the Series 2002 Bonds shall be not less than ninety-nine pement (99%) of the par amount of the Series 2002 Bonds, calculated without reference to original issue discount or original issue premium. B-1 9278V3/28902-OOIO6/R-AWARD[DELE