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HomeMy WebLinkAbout03-093RESOLUTION NO. 03-93 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, AUTHORIZING THE ISSUANCE OF ST. LUCIE COUNTY, FLORIDA SOLID WASTE DISPOSAL REVENUE REFUNDING BONDS (FLORIDA POWER & LIGHT COMPANY PROJECT), SERIES 2003, OF THE COUNTY (THE "SERIES 2003 BONDS"), IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING $78,785,000 FOR THE PURPOSE OF REFUNDING BONDS PREVIOUSLY ISSUED BY ST. LUCIE, BROWARD AND MARTIN COUNTIES TO FINANCE OR REFINANCE A PORTION OF THE COST OF THE ACQUISITION, INSTALLATION AND CONSTRUCTION OF SOLID WASTE DISPOSAL AND SEWAGE FACILITIES AT ELECTRICAL POWER PLANTS OWNED OR OPERATED BY FLORIDA POWER & LIGHT COMPANY ("FPL"), LOCATED WITHIN ST. LUCIE, BROWARD AND MARTIN COUNTIES AS DESCRIBED HEREIN; PROVIDING THAT THE SERIES 2003 BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE COUNTY, BROWARD COUNTY, FLORIDA, MARTIN COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES PROVIDED THEREFOR; FINDING THE NECESSITY FOR A NEGOTIATED SALE OF THE SERIES 2003 BONDS; PROVIDING FOR THE SALE OF THE SERIES 2003 BONDS PURSUANT TO AN UNDERWRITING AGREEMENT; APPROVING AND AUTHORIZING THE ACCEPTANCE OF A LETTER OF REPRESENTATION FROM FPL; AUTHORIZING THE USE AND DISTRIBUTION OF AN OFFICIAL STATEMENT RELATING TO THE SERIES 2003 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION WITH THE DELIVERY OF THE SERIES 2003 BONDS; PROVIDING FOR CERTAIN OTHER MATTERS IN CONNECTION WITH THE DELIVERY OF THE SERIES 2003 BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA: SECTION 1. Findings. The Board of County Commissioners (the "Board") of St. Lucie County, Florida (the "County"), hereby finds, determines and declares that: (a) Each of the County, Broward County, Florida ("Broward") and Martin County, Florida ("Martin" and together with the County and Broward, the "Counties") is a political subdivision of the State of Florida and is a "local agency" as defined in Chapter 159, Part II, Florida Statutes, as amended (the "Act"). As such, each is authorized to finance and refinance capital projects for the public purposes described in, and in the manner provided by, the Act, and to issue its revenue bonds payable solely from revenues derived from the sale, operation or leasing of capital projects or from other payments received under financing agreements with respect thereto, for the purpose of financing or refinancing the cost of the construction of improvements, additions, extensions or enlargements to the project, and to provide for the issuance of revenue refunding Miami; Document #: 11532v3 bonds for the purpose of refunding any bonds or notes then outstanding which shall have been issued under the provisions of the Act, including the payment of any redemption premium thereon and any interest accrued or to accrue to the date of redemption of such bonds or notes and for constructing improvements, additions, extensions, or enlargements of the project in connection with which the bonds to be refunded shall have been issued and for paying the cost of any additional project. (b) The County is authorized and empowered pursuant to Section 163.01, Florida Statutes, as amended (the "Interlocal Act"), to enter into interlocal agreements with other local government units of the State of Florida for the purpose of permitting the most efficient use of their local government powers. (c) Pursuant to the Interlocal Act, (i) the County and Broward are entering into an Interlocal Agreement (the "Broward Interlocal Agreement"), authorizing the County to issue the hereinafter described Series 2003 Bonds to refund the hereinafter described Broward Bonds, and (ii) the County and Martin are entering into an Interlocal Agreement (together with the Broward lnterlocal Agreement, the "Interlocal Agreements"), authorizing the County to issue the Series 2003 Bonds to refund the hereinafter described Martin Bonds. The Interlocal Agreements have been or, prior to the issuance of the Series 2003 Bonds, will be filed with the Clerk of the Circuit Court in each of the respective Counties. (d) The County entered into four (4) separate Loan Agreements, each with Florida Power & Light Company ("FPL"), a corporation duly organized and validly existing under the laws of the State of Florida, dated as of June 15, 1990 as to the hereinafter described St. Lucie Series 1990 Bonds, August 1, 1991 as to the hereinafter described St. Lucie Series 1991 Bonds, May 1, 1992 as to the hereinafter described St. Lucie Series 1992 Bonds, and July 1, 1993 as to the hereinafter described St. Lucie Series 1993 Bonds, to finance the acquisition, installation and construction of certain solid waste disposal facilities (collectively, the "St. Lucie Project"), described in Exhibit A to the hereinafter described Loan Agreement, located at Units 1 and 2 of the St. Lucie Electrical Generating Plant in St. Lucie County, Florida, an undivided interest in which is owned by FPL. (e) In order to provide funds to finance the St. Lucie Project, the County issued (i) pursuant to a Trust Indenture dated as of June 15, 1990, between the County and The Bank of New York, as successor trustee (the "Prior Trustee"), its $9,835,000 Solid Waste Disposal Revenue Bonds (Florida Power & Light Company Project), Series 1990 (the "St. Lucie Series 1990 Bonds"), which St. Lucie Series 1990 Bonds are no longer outstanding; (ii) pursuant to a Trust Indenture dated as of August 1, 1991, between the County and the Prior Trustee, its $32,985,000 Solid Waste Disposal Revenue Bonds (Florida Power & Light Company Project), Series 1991 (the "St. Lucie Series 1991 Bonds"), which St. Lucie Series 1991 Bonds are no longer outstanding; (iii) pursuant to a Trust Indenture dated as of May 1, 1992, between the County and the Prior Trustee, its $12,015,000 Solid Waste Disposal Revenue Bonds (Florida Power & Light Company Project), Series 1992 (the "St. Lucie Series 1992 Bonds"), currently outstanding in the principal amount of $5,315,000; and (iv) pursuant to a Trust Indenture dated as of July 1, 1993, between the County and the Prior Trustee, its $16,500,000 Solid Waste Disposal Revenue Bonds (Florida Power & Light Company Project), Series 1993 (the "St. Lucie Series 1993 Bonds"), which St. Lucie Series 1993 Bonds are no longer outstanding. 2 Miami; Document #: 11 $32v3 (f) The County, pursuant to a Trust Indenture dated as of June 1, 2000, between the County and the Prior Trustee and a Loan Agreement dated as of June 1, 2000, between the County and FPL, issued its $48,900,000 Solid Waste Disposal Revenue Refunding Bonds (Florida Power & Light Company Project), Series 2000A (the "St. Lucie Series 2000A Bonds"), which St. Lucie Series 2000A Bonds are no longer outstanding, to refund all of the principal amount of the St. Lucie Series 1990 Bonds and the St. Lucie Series 1993 Bonds and to purchase and cancel a portion of the principal amount of the St. Lucie Series 1991 Bonds and the St. Lucie Series 1992 Bonds. (g) The County, pursuant to a Trust Indenture dated as of December 1, 2000, between the County and the Prior Trustee and a Loan Agreement dated as of December 1, 2000, between the County and FPL, issued its $65,420,000 Solid Waste Disposal Revenue Refunding Bonds (Florida Power & Light Company Project), Series 2000B (the "St. Lucie Series 2000B Bonds"), all of which St. Lucie Series 2000B Bonds are currently outstanding, to refund all of the outstanding principal amount of the St. Lucie Series 1991 Bonds and the St. Lucie Series 2000A Bonds. (h) Broward entered into a Loan Agreement with FPL dated as of August 1, 1991, to finance the acquisition, installation and construction of certain solid waste disposal and sewage facilities (the "Broward Project"), described in Exhibit A to the Loan Agreement, located at Units 4 and 5 of the Lauderdale Electrical Generating Plan in Broward County, Florida, owned by FPL. (i) Broward issued, pursuant to a Trust Indenture dated as of August 1, 1991, between Broward and the Prior Trustee, its $4,000,000 Solid Waste Disposal Revenue Bonds (Florida Power & Light Company Project), Series 1991 (the "Broward Bonds"), all of which Broward Bonds are currently outstanding. (j) Martin entered into a Loan Agreement with FPL dated as of July 1, 1993, to finance the acquisition, installation and construction of certain solid waste disposal and sewage facilities (the "Martin Project" and together with the St. Lucie Project and the Broward Project, the "Project"), described in Exhibit A to the Loan Agreement, located at Units 3 and 4 of the Martin County Electrical Generating Plant in Martin County, Florida, owned by FPL. (k) Martin issued, pursuant to a Trust Indenture dated as of July 1, 1993, between Martin and the Prior Trustee, its $4,050,000 Solid Waste Disposal Revenue Bonds (Florida Power & Light Company Project), Series 1993 (the "Martin Bonds"), all of which Martin Bonds are currently outstanding. (1) In order to finance the refunding by redemption of the outstanding principal amount of the St. Lucie Series 1992 Bonds, the St. Lucie Series 2000B Bonds, the Broward Bonds and the Martin Bonds (collectively, the "Refunded Bonds"), FPL has requested the County to issue, pursuant to the Act and the Interlocal Agreements, its St. Lucie County, Florida Solid Waste Disposal Revenue Refunding Bonds (Florida Power & Light Company Project), Series 2003, in the aggregate principal amount of $78,785,000 (the "Series 2003 Bonds"). FPL has represented that the proceeds of the Series 2003 Bonds will be sufficient, along with funds contributed by FPL, to pay all of the cost of refunding the Refunded Bonds. The principal amount 3 Miami; Document #: I 1532v3 of the Series 2003 Bonds actually issued shall not exceed the outstanding principal amount of the Refunded Bonds. (m) The County will enter into a Loan Agreement (the "Loan Agreement") with FPL, to be dated on or before the date on which the Series 2003 Bonds are issued, pursuant to which: (i) the County, concurrently with the issuance of the Series 2003 Bonds, will lend to FPL the proceeds from the sale of the Series 2003 Bonds to pay a portion of the cost of refunding (through redemption) the Refunded Bonds; and (ii) FPL agrees (A) to apply the proceeds of the sale of the Series 2003 Bonds to the refunding of the Refimded Bonds, and (B) to repay such loan and interest thereon in installments (the "Loan Repayments") on the dates required to pay the principal of and premium, if any, and interest on the Series 2003 Bonds, whether at maturity, upon redemption or otherwise. The County has determined and does hereby determine that it is desirable and in the public interest for the County to lend the proceeds of the Series 2003 Bonds to FPL under the terms of the Loan Agreement for the purpose of financing a portion of the cost of refunding the Refunded Bonds. (n) FPL's obligation to make Loan Repayments shall be a general obligation of FPL. In addition, in order to provide collateral security for the payment of the principal of and interest on the Series 2003 Bonds, FPL will, during any Long-Term Interest Rate Periods (as defined in the Indenture hereinafter referred to), except as otherwise permitted in the Indenture and the Loan Agreement, and FPL may, at its sole option, at any other times as provided in the Indenture and the Loan Agreement, issue its First Mortgage Bonds, Solid Waste Disposal Series (the "First Mortgage Bonds"), under a Mortgage and Deed of Trust, dated as of January 1, 1944, as supplemented and amended (collectively, the "Mortgage"), from FPL to Bankers Trust Company and First Union National Bank (now resigned), as trustees, and will pledge the First Mortgage Bonds to the Trustee (described below). (o) The Series 2003 Bonds will be issued under a Trust Indenture, dated as of the same date as the Loan Agreement (the "Indenture"), between the County and The Bank of New York Trust Company of Florida, N.A., as trustee (the "Trustee"), pursuant to which the County will assign to the Trustee as security for the Series 2003 Bonds certain of its rights under the Loan Agreement, including its rights to receive the Loan Repayments payable by FPL thereunder and pursuant to which the Trustee will serve as trustee for the Series 2003 Bonds. (p) The County hereby makes the following determinations with respect to the Project (in the case of the Broward Project and the Martin Project, such determinations are based upon determinations of those Counties made at the time the respective series of Refunded Bonds were issued): (i) The Project is appropriate to the needs and circumstances of, and makes a significant contribution to the economic growth of, the Counties, protects the environment, preserves gainful employment, and serves a public purpose by advancing the public health and the general welfare of the State of Florida and its people, as stated in Section 159.26, Florida Statutes, as amended. (ii) The Project is owned and operated by a financially responsible corporation, which is fully capable and willing to fulfill (A) its obligations under the Loan Agreement, 4 Miami; Document #: 11532v3 including the obligation of FPL to pay Loan Repayments in installments in the amounts and at the times required to provide for the timely payment of the principal of and premium, if any, and interest on the Series 2003 Bonds, (13) its obligation to operate, repair and maintain the Project at its own expense and to serve the purposes of the Act and (C) all other obligations and responsibilities imposed on FPL under the Loan Agreement. (iii) The Counties and any other local agencies in the Counties have been and will be able to cope satisfactorily with the impact of the Project and have been and will be able to provide, or cause to be provided when needed, the public facilities, including utilities and public services, that are and will be necessary for the construction, operation, repair and maintenance of the Project and on account of any increases in population or other circumstances resulting therefrom. (iv) Adequate provision will be made in the Loan Agreement for the operation, repair and maintenance of the Project at the expense of FPL and for the payment by FPL of the Loan Repayments in installments sufficient to pay the principal of and premium, if any, and interest on the Series 2003 Bonds. (co FPL has requested that the County enter into an Underwriting Agreement (the "Underwriting Agreement"), in substantially the form of the agreement previously submitted to the County Attorney and Bond Counsel for their review, between the County and the underwriter named therein, as underwriter and initial purchaser of the Series 2003 Bonds (the "Underwriter"), whereby the County will agree to sell to the Underwriter, and the Underwriter will agree to purchase from the County, all of the Series 2003 Bonds, at a purchase price hereinafter authorized, all on the basis of the representations and the terms and conditions set forth in the Underwriting Agreement and the Letter of Representation (the "Letter of Representation") from FPL to the County and the Underwriter, the form of which is attached as an exhibit to the Undem~rifing Agreement. (r) Pursuant to Section 218.385, Florida Statutes, as amended, the County hereby approves a negotiated sale of the Series 2003 Bonds, based upon the following findings as to the reasons requiring such negotiated sale: (i) The manner in which the Series 2003 Bonds shall be sold, so long as complying with all applicable federal and state statutes, shall be the prerogative of FPL since the obligation for the payment of the Series 2003 Bonds rests with FPL and none of the Counties, the State of Florida or any political subdivision thereof is responsible for such repayment or any associated expense. Also, the proceeds of the Series 2003 Bonds are to be used solely to refinance the cost of the Project for FPL, which is a private party. (ii) Because of the complex nature of the financing and the refimding of the Refunded Bonds, the structure and timing of the issuance of the Series 2003 Bonds require extensive planning. It is impracticable for FPL and the Underwriter to engage in such planning within the time constraints and uncertainties inherent in a competitive bidding process. (iii) The vagaries of the current and near future municipal bond market demands that the Underwriter have the maximum time and flexibility to price and market the Series 5 Miami; Document #: I 1532v3 2003 Bonds, in order to obtain the best interest rates available. The Series 2003 Bonds will be marketed at variable interest rates. The County has received, or will receive on or before the execution and delivery of the Underwriting Agreement, a disclosure statement from the Underwriter, setting forth the information required by Section 218.385, Florida Statutes, as amended. SECTION 2. The Series 2003 Bonds. The County will issue and sell the Series 2003 Bonds under the authority of the Act and the Interlocal Agreements, in the aggregate principal amount of not to exceed $78,785,000. The Series 2003 Bonds shall be designated "St. Lucie County, Florida Solid Waste Disposal Revenue Refunding Bonds (Florida Power & Light Company Project), Series 2003". The Series 2003 Bonds shall be issued in such principal amount (not to exceed $78,785,000 or the outstanding principal amount of the Refunded Bonds, whichever is lower), shall be dated no later than the date of delivery of the Series 2003 Bonds, shall mature on such date in such year or years, but not later than forty (40) years from the date thereof, shall bear interest at such rate or rates, but in no event in excess of the maximum rate allowed by Florida law, payable on such dates, and shall be subject to tender for purchase and redemption, all as determined and established in the Underwriting Agreement and the Indenture. The Chairman or Vice Chairman of the Board is hereby authorized to approve, on behalf of the County, the principal amount of the Series 2003 Bonds, the date of the Series 2003 Bonds, the maturity date or dates, the interest rate or rates, the interest payment dates and the tender for purchase and redemption provisions, such approval to be conclusively evidenced by the execution and delivery of the Underwriting Agreement. The Series 2003 Bonds shall be issued as fully registered bonds in the denom'mations and the forms provided for in the Indenture, with such appropriate variations, omissions or insertions as are permitted or required by the Indenture or by Bond Counsel, and may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable roles and regulations of any governmental authority or any usage or requirement of law with respect thereto. The execution and delivery of the Series 2003 Bonds substantially in the form mentioned above is hereby authorized, and the execution of the Series 2003 Bonds for and on behalf of the County, with a facsimile or manual signature, by the Chairman or Vice Chairman of the County with the official seal of the Board impressed or imprinted thereon and attested, with a facsimile or manual signature, by the Clerk or Deputy Clerk, are hereby authorized and shall be conclusive evidence of any such approval. The Series 2003 Bonds and the premium, if any, and interest thereon shall not be deemed to constitute a debt, liability or obligation of the County, Broward, Martin, the State of Florida or any political subdivision thereof. None of the Counties, the State of Florida or any political subdivision thereof shall be obligated to pay the principal of or the premium, if any, or the interest on the Series 2003 Bonds except fi.om (i) the Loan Repayments and other revenues derived fi.om FPL or (ii) moneys derived from payments on the First Mortgage Bonds, if and when issued, or other security under the Indenture, and neither the faith and credit nor any taxing power of any of the Counties, the State of Florida or any political subdivision thereof, is pledged to the payment of the principal of or premium, if any, or interest on the Series 2003 Bonds or other costs incident thereto. SECTION 3. Use of Proceeds. The proceeds received fi.om the sale of the Series 2003 Bonds herein authorized shall be lent to FPL and, in accordance with the Indenture, shall be applied to pay the principal portion of the cost of the refunding of the Refunded Bonds. 6 Miami; Document #: 11532v3 SECTION 4. Approval of Loan Agreement. The execution and delivery of the Loan Agreement by and between the County and FPL is hereby author/zed and approved. The Loan Agreement shall be executed by and on behalf of the County by the Chairman or Vice Chairman of the Board with the official seal of the Board impressed thereon, and attested by the Clerk of the Board or Deputy Clerk of the Board. The Loan Agreement shall be in substantially the form presented to the County Attorney and Bond Counsel prior to the meeting of the Board at which this resolution is adopted and as filed in the records of the Board, subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made in the Loan Agreement by the officers of the County executing the same pursuant to this Section upon the advice of the County Attomey and Bond Counsel, the execution of the Loan Agreement for and on behalf of the County by such officers being conclusive evidence of their approval of any such changes, insertions, omissions or filling in of blanks. SECTION 5. Appointment of Trustee and Approval of Indenture and Other Fiduciaries. The Bank of New York Trust Company of Florida, N.A., a national banking association, is hereby designated to serve as Trustee under the Indenture. Prior to the issuance of the Series 2003 Bonds, officers of the County shall approve the appointment of a Tender Agent, Paying Agent, Registrar, Remarketing Agent and Indexing Agent with respect to the Series 2003 Bonds. The execution and delivery of the Indenture by and between the County and the Trustee is hereby authorized and approved. The Indenture shall be executed by and on behalf of the County by the Chairman or Vice Chairman of the Board with the official seal of the Board impressed thereon and attested by the Clerk or Deputy Clerk of the Board. The Indenture shall be in substantially the form presented to the County Attorney and Bond Counsel prior to the meeting of the Board at which this resolution is adopted and as filed in the records of the Board, subject to such changes, insertions (including provisions with respect to bond insurance, if any) and omissions and such filling in of blanks therein as hereafter may be approved and made by the officers of the County executing the Indenture upon the advice of the County Attomey and Bond Counsel, the execution of the Indenture for and on behalf of the County by such officers being conclusive evidence of the approval of the appointment of the Tender Agent, Paying Agent, Registrar, Remarketing Agent and Indexing Agent and of any such changes, insertions, omissions or filling in of blanks. SECTION 6. Award of Series 2003 Bonds; Approval of the Underwriting Agreement and Acceptance of Letter of Representation; Cancellation of Authorized but Unissued Amount. The Series 2003 Bonds are hereby awarded and authorized to be sold to the Underwriter pursuant to the terms and conditions of the Underwriting Agreement and the Indenture. The execution and delivery of the Underwriting Agreement, and the acceptance of the Letter of Representation, are hereby authorized and approved, provided that the Underwriting Agreement shall be executed by the County on or before September 30, 2003. The Underwriting Agreement and the Letter of Representation shall be executed by and on behalf of the County by the Chairman or Vice Chairman of the Board and, if requested, with the official seal of the Board impressed thereon and attested by the Clerk or Deputy Clerk of the Board. The Underwriting Agreement shall be in substantially the form presented to the County Attorney and Bond Counsel prior to the meeting of the Board at which this resolution is adopted and as filed in the records of the Board, subject to such changes, insertions and omissions and such tilling in of blanks (including final purchase price) therein as hereafter may be approved and made in such form of Underwriting Agreement or the Letter of Representation by the Chairman or Vice Chairman executing the same pursuant to this Section upon the advice of the County Attorney and Bond Counsel, the execution of the Underwriting Agreement 7 Miami;Document#:ll$32v3 for and on behalf of the County by such Chairman or Vice Chairman being conclusive evidence of the approval of any such changes, insertions, omissions or filling in of blanks. The County hereby agrees to sell the Series 2003 Bonds to the Underwriter in accordance with the provisions of the Underwriting Agreement, pursuant to the terms and conditions set forth therein and herein, at a purchase price equal to not less than 100% of the principal amount of the Series 2003 Bonds. Prior to executing and delivering the Underwriting Agreement, the County shall have received a disclosure statement fi.om the Underwriter, setting forth the information required by Section 218.385, Florida Statutes, as amended. The authorization for any portion of the authorized amount of the Series 2003 Bonds not sold pursuant to the Underwriting Agreement shall be deemed cancelled upon the issuance of the Series 2003 Bonds sold pursuant to the Underwriting Agreement. SECTION 7. Approval of the Official Statement. The distribution by the Underwriter of a Preliminary Official Statement and a final Official Statement (collectively, the "Official Statement"), in substantially the form presented to the County Attorney and Bond Counsel prior to the meeting of the Board at which this Resolution is adopted and as filed in the records of the Board, is hereby authorized and approved, subject to such changes, modifications, deletions and additions as the Chairman or Vice Chairman, upon the advice of the County Attorney and Bond Counsel, may deem necessary and appropriate, the execution of the Indenture for and on behalf of the County by the Chairman or Vice Chairman being conclusive evidence of the approval of any such changes. The County has not confirmed, and assumes no responsibility for, the accuracy, sufficiency or fairness of any statements in the Official Statement or any supplements thereto, other than statements and information therein relating to the County under "Introductory Statement" and "Disclosure Required by Florida Blue Sky Regulations." SECTION 8. Authentication of Series 2003 Bonds. The Series 2003 Bonds, upon their execution substantially in the form and manner set forth in the Indenture, shall be delivered to the Registrar for authentication, and the Registrar is hereby authorized and directed to authenticate and to deliver the Series 2003 Bonds to the Underwriter, upon payment of the purchase price therefor and approval of Squire, Sanders & Dempsey L.L.P., as Bond Counsel, all as more fully provided in, and subject to the terms and conditions of, the Underwriting Agreement and the Indenture. SECTION 9. Authorization of Further Actions; Additional Covenants and Agreements. The officers, employees and agents of the County are hereby authorized and directed to do all acts and things and to execute and deliver any and all documents and certificates which they deem necessary or advisable in order to consummate the issuance of the Series 2003 Bonds, including a Letter of Representations with The Depository Trust Company, and otherwise to carry out, give effect to and comply with the terms and intent of this resolution, the Series 2003 Bonds and the documents herein described. In addition to the other covenants and agreements of the County in this resolution and the Indenture, the County hereby makes the following covenants and agreements: (a) Arbitrage Provisions and Information Return. The County covenants that it has in the Loan Agreement required FPL to restrict the use of the proceeds of the Series 2003 Bonds in 8 Miami; Document #: 11532v3 such manner and to such extent as may be necessary so that the Series 2003 Bonds will not constitute arbitrage bonds under Section 148 of the Code. The Chairman, the Vice-Chairman, the Clerk or Deputy and any other officer having responsibility for the issuance of the Series 2003 Bonds is authorized and directed, alone or in conjunction with any of the foregoing or with any other officer, employee or agent of or consultant to the County, or in conjunction with FPL or any officer, employee or agent of or consultant to FPL, to give: (i) an appropriate certificate of the County, for inclusion in the transcript of proceedings for the Series 2003 Bonds, setting forth the reasonable expectations of the County, based on the written representation of FPL on which the County shall rely, regarding the amount and use of all of the proceeds of the Series 2003 Bonds, the facts, cimumstances and estimates on which those expectations are based and other acts and cimumstances relevant to the tax treatment of interest on the Series 2003 Bonds, as provided by FPL, all as of the date of delivery of and payment for the Series 2003 Bonds; and (ii) the statement setting forth the information required by Section 149(e) of the Code, which shall be based on the relevant information provided by FPL. (b) Transcript of Proceedings. The Clerk or other appropriate officer of the County shall furnish or cause to be furnished to the Underwriter a true transcript of proceedings, certified by the Clerk or other officer, of(i) all proceedings had with reference to the issuance of the Series 2003 Bonds and (ii) any other information from the records of the County which may be necessary or appropriate to determine the regularity and validity of the issuance of the Series 2003 Bonds. SECTION 10. Severabilit¥. In case any one or more of the provisions of this resolution or any document approved hereby shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this resolution or such document, as the case may be, and such other provisions shall be construed and enforced as if such illegal or invalid provision had not been contained herein or therein. SECTION 11. Governing Law. The Series 2003 Bonds are to be issued and this resolution is adopted and the Loan Agreement, Indenture, the Underwfit'mg Agreement and such other instrmnents (other than the Letter of Representation) necessary for the issuance of the Series 2003 Bonds shall be executed and delivered with the intent that the laws of the State of Florida shall govern their construction. SECTION 12. Effective Date. This resolution shall take effect immediately upon its adoption. 9 Miami; Document #: 11532v3 PA (SEAL) Clerk ~f~e~rc-uit Court~e/J of~o Clerk of the Board of CouYfty Commissioners at a meeting duly called and held this 1st day of April 2003. ST. LUCIE COUNTY, FLORIDA C ' , oarst'6 County By c°hI~lmissi°7 APPROVED AS TO FORM AND CORRECTNESS: By: C~ 10 Miami; Document #: 11532v3