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HomeMy WebLinkAbout03-163RESOLUTION NO. 03-163 A RESOLUTION O~ THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, SUPPLEMENTING RESOLUTION NO. 03-137, ADOPTED ON JUNE 24, 2003; PROVIDING FOR THE ISSUANCE FROM TIME TO TIME OF SALES TAX REFUNDING AND/OR REVENUE BONDS; PROVIDING FOR THE COVENANTS OF THE COUNTY WITH THE HOLDERS OF THE BONDS; PROVIDING FOR THE RIGHTS, SECURITY, AND REMEDIES DF THE REGISTERED OWNERS OF SUCH BONDS; PROVIDING FOR THE ISSUANCE OF SALES TAX REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 2003; ACCEPTING THE COMMITMENT O? THE BOND INSURER FOR A MUNICIPAL BOND INSURANCE POLICY AND A DEBT SERVICE RESERVE FUND SURETY BOND, AND MAKING CERTAIN COVENANTS IN CONNECTION THEREWITH; DELEGATING THE AUTHORITY TO AWARD THE SERIES 2003 BONDS AND EXECUTE A BOND PURCHASE CONTRACT, SUBJECT TO SATISFACTION OF CERTAIN CONDITIONS; PROVIDING FOR THE APPROVAL OF FINAL TERMS OF THE SERIES 2003 BONDS; APPOINTING A BOND REGISTRAR AND PAYING AGENT AND AN ESCROW HOLDER; PROVIDING FOR THE REDEMPTION OF THE REFUNDED BONDS; APPROVING THE FORMS OF VARIOUS DOCUMENTS; AUTHORIZING THE EXECUTION OF VARIOUS DOCUMENTS AND THE TAKING OF ALL NECESSARY ACTION IN CONNECTION WITH THE ISSUANCE AND DELIVERY OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA: ARTICLE I STATUTORY AUTHORITY, DEFINITIONS, AND FINDINGS Section 1.01. Authoa'ity For This Resolution. This resolution is adopted pursuant to the provisions of the Act and the Initial Resolution. Section 1.02. Definitions. Capitalized terms used in this resolution shall have the following meanings, unless the context clearly requires otherwise. Words importing singular number shall include the plural number in each case and vice versa, and words of one gender shall be deemed to include the other genders. In this resolution: "Accounting Princip'es" means generally accepted accounting principles applicable to governmental entities. 9874V2/28902-00116/R-AWARD/DELE "Act" shall mean Chapter 125, Florida Statutes, Ordinance No. 87-77 of the Board, as amended, and other applicable provisions of law. "Additional Parity Bc nds" shall mean any obligations hereafter issued pursuant to the terms and conditions of Section 5.01(D) of this resolution and payable from the Pledged Revenues on a parity with the Series 2003 Bonds, originally issued hereunder. "Amortization Installment" shall mean, with respect to each maturity of Term Bonds of any Series of Bonds, the princiFal amounts (or Compounded Amounts) of such Term Bonds to be retired in consecutive years by mandatory redemption from the applicable Bond Amortization Account within the Sinking Fund or, in the year in which such Term Bonds are stated to mature, through payment at maturity, provided that (i) each such installment shall be deemed to be due on the Interest Payment Date o- Principal Maturity Date of each applicable year as set forth in the Purchase Contract or by reso ution of the Board and (ii) the aggregate of such installments for each maturity shall equal the aggregate principal amount (or, if applicable, the Compounded Amounts at maturity) of Term Bonds of such maturity delivered on original issuance. "Authorized Investrr~ents" shall mean any obligations, deposit certificates, or other evidences of indebtedness egal for investment pursuant to applicable law, to the extent not inconsistent with the terms of any Credit Facility or with the formal investment policy of the County. With respect to th~ Series 2003 Bonds, Authorized Investments shall not include any investments not listed on Exl'ibit I hereto. "Board" means the £ oard of County Commissioners of the County, as goveming body of the County. "Bond Counsel" sha 1 mean Squire, Sanders & Dempsey L.L.P., or such other finn of attorneys which is nationally recognized as being experienced in matters relating to the validity of, and the state and federal income tax treatment of interest on, obligations of states and their political subdivisions and whose opinions are generally accepted by purchasers of municipal bonds, as selected by the County. "Bond Insurer" means, with respect to the Series 2003 Bonds, MBIA Insurance Corporation, and its successors and assigns. The Bond Insurer is deemed to be a "Credit Facility Issuer" and a Credit Facility Issuer hereunder with respect to the Series 2003 Bonds. "Bond Registrar" shall mean the Person or corporation designated by the County to maintain the registration books required to be maintained hereunder and to serve as paying agent for purposes of making payments of principal of and interest on the Series 2003 Bonds to the Registered Owners. "Bond Registrar and Paying Agent Agreement" means an agreement between the County and the Bond Registrar relating the maintenance of books and records of ownership of Bonds and receipt and application of mc neys for the payment of principal of and redemption premium, if any, 9874V2/289O2-OO I 16/R-AWARD/DELE and interest on, Bonds and other matters. The Bond Registrar and Paying Agent Agreement for the Series 2003 Bonds shall be ir substantially the form of Exhibit H hereto. "Bond Resolution" means the Initial Resolution and this resolution, as amended and supplemented from time to time. "Bond Year" means each twelve-month period beginning the day after a Principal Maturity Date or any other annual period designated by the County. "Bonds" shall mean the Series 2003 Bonds and any Additional Parity Bonds issued pursuant to the terms and conditions of this resolution. "Book-Entry Form" or "Book-Entry System" means a form or system, as applicable, under which (i) Bonds are issued to a Depository or to its nominee, as Registered Owner, (ii) Bonds are held by and "immobilized" in the custody of such Depository, and (iii) records are maintained by the Depository and/or other persons to identify and record the transfer of beneficial interests in the Bonds. "Business Day" means any day on which (i) banks in the jurisdiction of the County or in any of the cities in which the designated office of the Paying Agent or the principal office of any Credit Facility Issuer are located, are not required or authorized by law to remain closed, and (ii) the Paying Agent and any Credi' Facility Issuer and the New York Stock Exchange, Inc. are open for business. "Cede" means Cede & Co., as nominee for DTC. "Chairman" means the Chairman or Vice Chairman of the Board. "Clerk" means the C erk or any Deputy Clerk of the Circuit Court, ex officio Clerk of the Board. "Code" means the Inlemal Revenue Code of 1986, as amended, together with the valid and applicable regulations and proposed and temporary regulations thereunder, and, if applicable, under the Internal Revenue Code o:' 1954, as amended, as the same may be in effect or amended, and any successor provisions thereto, from time to time. "Commitments" means collectively the agreements issued by a Credit Facility Issuer to the County for the issuance ora Credit Facility and/or a Reserve Account Credit Facility. With respect to the Series 2003 Bonds, tke Commitments shall be the agreements, dated July 1, 2003, by the Bond Insurer to issue the Policy and the Surety Bond, copies of which are attached hereto as Exhibit C. "Compounded Amounts" means, with respect to any Compounding Interest Bonds, the amounts representing princip ~1 and interest on such Compounding Interest Bonds from time to time 9874V2/28902-00 [ 16/R-AWARD/DELE at and pr/or to the maturity thereof in accordance with a schedule of such amounts delivered at the original issuance of such Series of Bonds. "Compounding Intexest Bonds" means Bonds, the interest on which (i) shall be compounded periodically, Oil shall be payable only at maturity or redemption prior to maturity, and (iii) shall be determined by reference to the Compounded Amounts. "Continuing Disclosure Certificate" means a certificate related to any Series of Bonds to be executed by the proper officer of the County at or prior to the time the County delivers the Series of Bonds to the Underwriter, as it may be amended from time to time in accordance with the terms thereof, whereby the County undertakes to assist the Underwriter in complying with the continuing disclosure requirements of the Continuing Disclosure Rule. "Continuing Disclosure Rule" means the continuing disclosure requirements of Rule 15c2- 12 of the United States Securities and Exchange Commission, as amended. "County" means St. Lucie County, Florida. "Credit Facility" means, with respect to the Series 2003 Bonds, the Policy, and as to other Bonds, each policy of municipal bond insurance, an irrevocable letter of credit, surety bond or other insurance or financial product which guarantees timely payment of all or any portion of the principal of, premium, if any, and interest on all or any portion of the Bonds. "Credit Facility Issuer" means, with respect to the Series 2003 Bonds, the Bond Insurer, and as to other Bonds, each insurance company, bank, or other organization which has provided a Credit Facility or Reserve Account Credit Facility in connection with the issuance of any Series of Bonds or any particular Boncs within a Series. "Current Interest Pay.ng Bonds" means Bonds, the interest on which shall be payable on a periodic basis. "DTC" means The Depository Trust Company, New York, New York, a securities depository. "Debt Service Requirement" means, for any Bond Year, as applied to the Bonds of any Series or all Bonds, as the ca~' e may be, the sum off (1) the amount required to pay the interest becoming due on the Current Interest Paying Bonds during such Bond Year; (2) the ag gregate amount required to pay the principal becoming due on Current Interest Paying Bonds for such Bond Year; provided that, for purposes of this defmition, the stated maturity date of any Current Interest Paying Term Bonds shall be disregarded and the Amortization Installments applicable to such Current Interest Paying Term Bonds in such Bond Year shall be deemed to mature in such Bond Year; and 9874V2/28902-00116/R-AWAKD/DELE (3) the aggregate amount required to pay the Compounded Amounts due on any Compounding Interest Bonds maturing in such Bond Year; provided that, for purposes of this definition, the stated maturity date of any Compounding Interest Term Bonds shall be disregarded and the Amortization Installments applicable to such Compounding Interest Term Bonds in such Bond Year shall be deemed to mature in such Bond Year. In calculating the Debt Service Requirement for any period for any Series of Bonds or any Subordinated Debt, the Cotmty shall deduct from the amounts calculated in Subparagraphs (1) through (3) above: (a) any capitalized interest deposited into the applicable accounts of the Sinking Fund for such period from ~he proceeds of the sale of such Bonds or otherwise and, while any Bonds are supported by a Credit Facility, held by a bond trustee or paying agent having combined capital, surplus and undivided profits of at least $50,000,000 (or approved by the Credit Facility Issuer) as agent for the Registered Owners and invested in Federal Securities; and (b) any investment earnings (i) received on moneys on deposit in or transferred to the Sinking Fund and accounts established therein with respect to such Series and (ii) required by the terms of this resolution to be retained in such Sinking Fund. "Defeasance Obligati ~ns" means: (1) Federal Securities; and (2) obligations described in Section 103(a) of the Code, provision for the payment of the princi >al of, premium, if any, and interest on which shall have been made by the irrevocable deposit with a bank or trust company (which is a member of the FDIC and which has a combined capital, surplus and undivided profits of not less than $50,000,000) acting as a trustee or sscrow agent for holders of such obligations, of securities described in clause (1) above, the maturing principal of and interest on which, when due and payable, will provide sufficient moneys, without reinvestment, to pay when due the principal of, premium, if any, and interest on such obligations, and which securities described in clause (1) above are not available to satisfy any other claim, including any claim of the trustee or escrow agent or of ary person claiming through the trustee or escrow agent or to whom the trustee or escrow agent may be obligated, including in the event of the insolvency of the trustee or escrow agent or proceedings arising out of such insolvency and which are rated "AAA" by Moody's and "Aaa" by S&P. "Depository" means any securities depository that is operating and maintaining, with its participants or otherwise, a Book-Entry System to record ownership of beneficial interests in Bonds or debt service on Bonds and to effect transfers of Bonds in Book-Entry Form, including, but not limited to, DTC. "Escrow Deposit Agreement" means the agreement between the County and the Escrow Holder, providing for the deposit ora portion of the proceeds of Refunding Bonds in trust with the Escrow Holder for the purpose of making payment of the principal, premium, if specified, and 9874V2/29902-o0116!R-AWARD/DELE interest on the Refunded Bonds. The Escrow Deposit Agreement with respect to the Series 1994 Bonds is attached hereto as Exhibit F. "Escrow Holder" means the bank or trust company, which may be located within or without the State, to be appointed by resolution of the Board, to hold a portion of the proceeds of the sale of the Refimding Bonds in tm~ pursuant to the provisions of an Escrow Deposit Agreement. The Escrow Holder with respect to the Series 1994 Bonds shall be The Bank of New York Trust Company of Florida, N.A., Jacksonville, Florida. "Federal Securities" means direct noncallable obligations of the United States of America or obligations the timely payment when due of the principal of and interest on which is fully and unconditionally guaranteed big the United States of America. "Financial Advisor" means William R. Hough & Co., or such other financial advisor as may be employed by the County. "Fiscal Year" means the period commencing on October 1 of each year and ending on the succeeding September 30, or such other period as may be prescribed from time to time as the fiscal year for the County. "Fitch" means Fitch, -nc., or its successor. "Funds and Accounts" means the Revenue Fund, the Sinking Fund, and the Project Fund created pursuant to Section 3 03(A) hereof, together with the accounts and any subaccotmts therein. "Guaranty Agreemert" means an agreement between the County and a Credit Facility Issuers relating to the reimgursement by the County to the Credit Facility Issuer of amounts advanced under a Reserve Account Credit Facility, together with interest thereon and expenses in connection therewith. The Guaranty Agreement with respect to the Series 2003 Bonds is the Financial Guaranty Agreement between the County and the Bond Insurer, in substantially the form of Exhibit G hereto. "Independent Certif_ed Public Accountants" means such firm of certified public accountants, not in the regular employ of the County, as shall be retained by the County for the purpose of auditing the books and records relating to the Pledged Revenues and performing such other functions as are specified in this resolution. "Interest Payment Date" means, with respect to any Series of Bonds, the semiannual or other periodic dates on wl'ich interest is payable on the Current Interest Paying Bonds, as determined by subsequent res olution of the Board adopted at or prior to the time of issuance of such Bonds. "Initial Resolution" means Resolution No. 03-137, adopted by the Board on June 24, 2003. 9874V2/28902-00116/R-AWARD/DELE "Investment Earnings" means the interest, dividends, and capital gains received from the investment, purchase, and sale of Authorized Investments held in the various funds and accounts established pursuant to this rc solution. "Letter of Representations" means the blanket letter agreement between the County and DTC, dated March 2, 1999, with respect to Bonds issued in book-~ntry only form. "Local Government Half-Cent Sales Tax" means the sums deposited into the Local Government Half-Cent Sales Tax Trust Fund created pursuant to Chapter 218, Part VI, Florida Statutes. "Maximum gamual Debt Service Requirement" means, as of any particular date of calculation, the Debt Service Requirement for the then current or any future Bond Year which is greatest in dollar amount wit'~ respect to a particular Series of Bonds, or all Bonds, as the case may be. "Moody's" means Moody's Investors Service, or its successor. "Outstanding" means as applied to Bonds, as of any applicable time, all Bonds which have been authenticated and delivered, or which are being delivered, under the Bond Resolution except: (a) Bonds cancelled upon surrender, exchange or transfer, or cancelled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Bonds, or portions thereof, which are considered no longer Outstanding pursuant to Section 6.08 hereof; (c) Bonds, or portions thereof, which are deemed paid upon the redemption or maturity thereof for which moneys sufficient to pay the maturity amount or redemption price thereof have be m deposited into the appropriate accounts of the Sinking Fund by the County or in lieu of which other Bonds have been issued under Section 2.06 or 2.07 h~reof. For purposes of voting, giving directions and granting consents, Bonds held by the County or by an agent of the County shall not be deemed Outstanding. "Paying Agent" means the Person serving as Registrar and, where the context so requires, shall include any co-paying agent appointed as provided in this resolution. "Person" or words importing persons means firms, associations, partnerships (including without limitation, general and limited partnerships), joint ventures, societies, estates, trusts, corporations, public or governmental bodies, other legal entities and natural persons. "Pledged Revenues" means (1) the Sales Tax Revenues, (2) the moneys on deposit in the Funds and Accounts and (3) the Investment Earnings. 9874V2/28902-00116/R-AWARD/DELE "Policy" means the municipal bond insurance policy guaranteeing timely payment of principal of and interest on the Bonds of a Series. The Policy with respect to the Series 2003 Bonds is the Financial Guaranty Insurance Policy issued by the Bond Insurer pursuant to the Commitment. "Principal Maturity Date" means, with respect to any series of Bonds, the annual or other periodic date on which (i) principal matures on the Current Interest Paying Bonds and (ii) Compounded Amounts are lC ayable on Compounding Interest Bonds, as set forth in the Purchase Contract or as determined by subsequent resolution of the Board adopted at or prior to the issuance of Bonds, and in each case including applicable dates on which Amortization Installments are required to be applied to retire Term Bonds. "Prohibited Payment" means a payment, or an agreement to pay, to a Person other than the United States of America, ar. amount that is otherwise required to be paid to the United States of Amehca through a transaction or series of transactions that reduces the amount earned on an investment or deposit or that :esults in a smaller profit or a larger loss on such investment or deposit than would have resulted in an arm's length transaction in which yield on Bonds was not relevant to either party to such investment or deposit. "Project" means the acquisition and construction of certain capital improvements within the County, as more particularly described in a Series Resolution, and all purposes incidental thereto. "Project Costs" mear s, but shall not necessarily be limited to: the cost of the acquisition and construction of a Project; the acquisition of any lands or interests therein or any other properties deemed necessary or converJent therefor; engineering, accounting, and legal fees and expenses; expenses for plans, specifications and surveys; expenses for estimates of costs and of revenues; the fees of fiscal agents, financial advisors and consultants; administrative expenses; the capitalization of interest on the Bonds authorized hereby for a reasonable period of time after the date of issuance and delivery thereof; the establishment of reasonable reserves for the payment of debt service on the Bonds; discount upon the sa e of the Bonds; the expenses and costs of issuance of the Bonds; the cost of purchasing any Cred.t Facility with respect to the Bonds; such other expenses as may be necessary or incidental to the financing authorized by a Series Resolution, to the Project, and to the placing of the same in opera'ion; and reimbursement to the County for any sums expended for the foregoing purposes. "Purchase Contract" means an agreement between the County and an Underwriter for the sale and purchase of a Series of Bonds in a form approved by the County Attomey and Bond Counsel and in substance as recommended by the Financial Advisor. The Purchase Contract with respect to the Series 2003 Bonds shall be substantially in the form of Exhibit E hereto, with such changes thereto as shall be acceptable to the County Administrator, upon the advice of the County Attorney, Bond Counsel, and the Financial Advisor. "Rating Agency" means Fitch, Moody's, or S&P or any thereof, and their successors, if any is then maintaining a rating on any Series of Bonds. 9874V2/28902-00116/R-AWARD/I)ELE "Rebate Amount" means the amount required to be paid to the Internal Revenue service on each Rebate Payment Date in order to satisfy the requirements of Section 148(0 of the Code. "Rebate Payment Daze" means the latest date on which the County is permitted to make timely payment of the Rebate Amount to the Intemal Revenue Service. "Record Date" means, for any Series, the fifteenth day of the month prior to an Interest Payment Date for such Series, or such other date as may be specified in the Purchase Contract or by subsequent resolution of the Board. "Redemption Date" means, for any Series, the date specified in the Purchase Contract or in a resolution of the Board on which any Bonds are to be redeemed prior to the maturity thereof, whether at the option of the County or by operation of the applicable Bond Amortization Account in the Sinking Fund. "Refunded Bonds" means Outstanding Bonds for the payment of which Refunding Bonds have been issued and a portion of the proceeds of such Additional Parity Bonds applied to or for payment of such Outstanding Bonds. With respect to the 1994 Refunding, the Refunded Bonds are the County's outstanding Seres 1994 Bonds maturing on and after October 1, 2003. "Refunding" means t ae providing for payment of Refunded Bonds by the deposit with the Escrow Holder of a portion of the proceeds of Refunding Bonds and other moneys necessary to pay in full the principal and on the Refunded Bonds. "Refunding Bonds" means Additional Parity Bonds issued for the purpose of a Refunding. With respect to the 1994 Refunding, the Series 2003 Bonds are Refunding Bonds. "Refunding Costs" means but shall not necessarily be limited to: the cost of payment of the principal of, premium, if spe:ified, and interest on the Refunded Bonds; expenses for estimates of costs and of revenues; the fees of fiscal agents, financial advisors and consultants; administrative expenses; the establishmen! of reasonable reserves for the payment of debt service on the Refunding Bonds; discount upon the sale of the Refunding Bonds; the expenses and costs of issuance of the Refunding Bonds; the cost of purchasing any Credit Facility or Reserve Account Credit Facility with respect Io the Refunding Bonds; such other expenses as may be necessary or incidental to the financing authorized by the Bond Resolution, to the Refunding, and to the accomplishing thereof, and reimbursement to the County for any sums expended for the foregoing purposes. "Registered Owner" or "Owner" means any Person who shall be the owner of any Outstanding Bond or Bonds *-s shown on the registration books maintained by the Bond Registrar. "Reimbursement Ag:eement" means an agreement between the County and a Credit Facility Issuer pursuant to w xich the County agrees to reimburse to the Credit Facility Issuer any Reserve Account Credit Facility Costs. The Reimbursement Agreement with respect to the Series 9874V2/28902-00116/R-AWARD/DELE 2003 Bonds shall be the Financial Guaranty Agreement, in substantially the form attached hereto as Exhibit G. "Reserve Account Credit Facility" means a policy of insurance, surety bond or other insurance or financial product (a) issued by an insurance company rated in the highest rating category by the S&P and Moody's and, if rated by Best, in their highest category, and (2) which provides for payment of amcunts equal to all or a portion of the Reserve Account Requirement in the event of an insufficiency of moneys in the Sinking Fund to pay principal of and interest on any Series or installment of Bonds. "Reserve Account C~edit Facility Costs" means the amounts the County is required to pay to the Reserve Account Cred.t Facility Issuer as a result of a draw thereunder or otherwise pursuant to such Reserve Account Crelit Facility or any Reimbursement Agreement. "Reserve Account Credit Facility Coverage" means the amount then available to be paid to the Paying Agent under the terms of the Reserve Account Credit Facility at any particular time. "Reserve Account Requirement" shall be equal to the lesser of (i) the Maximum Annual Debt Service Requirement, and (ii) the amount permitted under the Code as a reasonably required reserve or replacement fund. "Reserve Account Value" means the aggregate of the Reserve Account Credit Facility Coverage and the value of moneys and Authorized Investments credited to the Reserve Account. "Sales Tax Revenues" means the proceeds of the Local Government Half-Cent Sales Tax, when, as, and if distributed :o the County in each Bond Year, pursuant to Chapter 218, Part VI, Florida Statutes. "S&P" means Standazd & Poor's, or its successor. "Serial Bonds" means any Current Interest Paying or Compounding Interest Bonds for the payment of the principal of which, at the maturity thereof, no fixed mandatory sinking fund or bond redemption deposits are required to be made prior to the 12-month period immediately preceding the stated date of maturity of such Serial Bonds. "Series" means Bond~ identified by a common series designation, such as "Series 2003". "Series 1994 Bonds" means the County's Sales Tax Refunding Revenue Bonds, Series 1994, dated January 1, 1994. "Series 2003 Bonds" means the Sales Tax Refunding and Improvement Revenue Bonds, Series 2003. "Series 2003 Initial ~,esolution" means Resolution No. 03-137, adopted by the Board on June 24, 2003. 9874V2/29902-O0116/R-AW.M~D/DELE lO "State" means the State of Florida. "Subordinated Debt" means any obligations issued or incurred by the County and payable from the Pledged Revenues. unior and subordinate to the Bonds as to security for payment from such Pledged Revenues and in all other respects. "Surety Bond" means a Reserve Account Credit Facility issued in the form of a surety bond. With respect to the Series 2003 Bonds, the Debt Service Reserve Surety Bond issued by the Bond Insurer shall be the Surety Bond. The Surety Bond is deemed to be a Reserve Account Credit Facility hereunder with respect to the Series 2003 Bonds. "Term Bonds" meaas the Current Interest Paying or Compounding Interest Bonds of a Series, all of which shall be stated to mature on one date and which shall be subject to retirement by operation of the applicable Bond Amortization Account in the Sinking Fund herein established. "Underwriter" means the investment banking firm or firms selected by the County as the initial purchaser of a Series. "Variable Rate Bond? means Bonds, the interest rate on which is subject to adjustment at such times and in such manner as shall be determined by the Board prior to the sale thereof. "Verification Agent" means any firm of Independent Certified Public Accountants or other financial professionals in the business of providing reports as to the adequacy of amounts deposited into an escrow account to effect a defeasance of debt obligations and other information relative thereto at any time acceptable to the County, Bond Counsel, and any Credit Facility Issuer providing a Credit Facility with respect to Bonds proposed to be defeased under the terms of this resolution. "t 994 Refunding" m cans the Refunding of the Series 1994 Bonds through the issuance of the Series 2003 Bonds and the deposit of a portion of the proceeds thereof in escrow with the Escrow Holder. "2003 Project" shall have the meaning set forth in the Series 2003 Initial Resolution. "2003 Project Costs" means, Project Costs related to the acquisition and construction of the 2003 Project. Section 1.03. Findings. It is hereby ascertained, determined, and declared as follows: (A) The Board has previously determined in the Series 2003 Initial Resolution that it is necessary and in the best interests of the health, safety, and welfare of the County and its inhabitants that the County undertake the 2003 Project. The Refunding herein described will be advantageous to the County by allowing the County to reduce the cost and complexity of financing the 2003 9874V2/28902-00 [ 16/R-AWARD/DELE 11 Project. The County is autho~rized pursuant to the provisions of the Act to undertake the Refimding and the 2003 Project. (B) The County is without adequate, currently available funds to pay the 2003 Project Costs, and it is necessary ard desirable and in the best interests of the County that it borrow the moneys necessary to accom3lish the financing of the 2003 Project. The Cotmty is authorized pursuant to the provisions of :he Act to borrow moneys necessary to pay the 2003 Project Costs and Refunding Costs. (C) The County currently receives the Pledged Revenues, and such Pledged Revenues are not pledged or encumbered to pay any other debts or obligations of the County except the Refunded Bonds. The lien upon and pledge of the Pledged Revenues to secure the Refunded Bonds will be released and extingcished upon the issuance of the Series 2003 Bonds. The County is authorized pursuant to the l:rovisions of the Act to pledge the Pledged Revenues to secure the payment of the Series 2003 Bonds. The County is in full compliance with all provisions relating to its eligibility to receive the Pledged Revenues. (D) The Pledged Revenues are estimated to be sufficient to pay as the same become due and payable the Debt Service Requirement on the Series 2003 Bonds and to make all other payments required to be made by the provisions of the Bond Resolution. (E) The Bonds do not constitute a general obligation of, or a pledge of the faith and credit or the taxing power of, the County, the State of Florida or any agency or political subdivision thereof within the meaning of any constitutional or statutory provision or limitation, but are limited, special obligations of the County, the principal of, premium, if any and interest on which are payable from the Pledged Revenues as provided herein. Neither the State of Florida nor any political sul:division thereof nor the County shall be obligated to exercise its ad valorem taxing power in ary form on any real or personal property in the County to pay the principal of the Bonds, the nterest thereon or other costs incidental thereto or to pay the same from any other funds of the County except from the Pledged Revenues in the manner provided herein. (F) The County has received the Commitments from the Bond Insurer for issuance of the Policy and the Surety Bond, and it is in the best interests of the County 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 2003 Bonds. (G) Based upon tae Commitments, the County expects to receive from Standard & Poor's Ratings Services, New York, New York, and Moody's Investors Service, New York, New York, at or prior to the issuanze of the Series 2003 Bonds, bond ratings in the highest classification. (H) A negotiated sale of the Series 2003 Bonds is in the best interest of the County and is found to be necessary for -he following reasons, as to which the following specific findings are hereby made: (1) the nature ~fthe security for the Series 2003 Bonds makes it necessary to utilize the marketing services of an underwriter in order to achieve the lowest interest rate on the Series 9874V2/28902-00116/R-AWARD/DELE 12 2003 Bonds; and (2)the sensitivity of interest rates has increased the risk of sale upon advertisement, and it is more likely that the County will achieve better market timing by sale through negotiation. (I) It is necessary and desirable to delegate to the County Administrator the authority to execute the Purchase Contract and thereby to fix the date, maturities, mandatory amortization installments, interest rates, redemption provisions and certain other details of the Series 2003 Bonds, subject to certain restrictions, hereinafter set forth. (J) It is necessary and desirable to approve the Commitments and the preliminary and final Official Statements for the Bonds; to establish the book-entry registration system provisions for the Series 2003 Bonds; to designate the Bond Registrar and Paying Agent for the Series 2003 Bonds; to designate an Escro a~ Holder for the Refunded Bonds and to authorize the execution of an Escrow Deposit Agreement; and to authorize the execution of certain other documents and the taking of all other necessary actions in connection with the issuance and delivery of the Series 2003 Bonds. Section 1.04. Interpretation. Any reference herein to the County, to the Board or to any member or officer of either, includes entities or officials succeeding to their respective functions, duties or responsibilities pursaant to or by operation of law or lawfully performing their functions. Unless the context clearly indicates otherwise, any reference to a section or provision of the Constitution of the State or tae Act, or to a section, provision or chapter of the Laws of Florida or the United States of America, includes that section, provision or chapter as amended, modified, revised, supplemented or superseded fi:om time to time; provided, that no amendment, modification, revision, supplement or superseding section, provision or chapter shall be applicable solely by reason of this prcvision, if it constitutes in any way an impairment of the rights or obligations of the County, the officers, employees and members of the Board of the County, the Registrar, the Paying Agent, the Registered Owners, or any Credit Facility Issuer under the Bond Resolution, the Bonds or any other instrument or document entered into in connection with the issuance of any Bonds. Unless the context indicates otherwise, words importing the singular number include the plural number, and vice versa; the terms "hereof," "hereby," "herein," "hereto," "hereunder" and similar terms refer to this resolution; and the term "hereafter" means after, and the term "heretofore" means before, t ~e date of this resolution or the date of issuance of any Bonds, as the case may be. Words of any gender include the correlative words of the other genders, unless the context indicates otherwise. Section 1.05. Resolmtion Constitutes A Contract. In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall be the Registered Owners of the same from time to time, the 3ond Resolution shall be deemed to be and shall constitute a contract between the County and such Registered Owners, and the covenants and agreements herein set forth to be performed by the County shall be for the equal benefit, protection, and security of the Registered Owners of any and all such Bonds, all of which shall be of equal rank and without 9874V~28902-00 [ 16/R-AWARD/DELE 13 preference, priority, or distinction of any of the Bonds over any other thereof, except as expressly provided therein or herein. In consideration of the issuance of the Credit Facility, the Bond Resolution shall further be deemed to be and shall constitute a contract between the County and the Credit Facility Issuer. Section 1.06. Captions And Headings. The captions and headings in this resolution are solely for convenience of reference and in no way defme, limit or describe the scope or intent of any Articles, Sections, subsections, paragraphs, subparagraphs or clauses hereof. (End of A_rticle I) 9974V2/28902-00116/R-AWARD/DELE 14 ARTICLE II AUTHORIZATION OF 2003 PROJECT AND REFUNDING; DESCRIPTION, DETAILS AND FORM OF BONDS Section 2.01. Authorization Of Bonds. Subject and pursuant to the provisions of the Bond Resolution, obligations of the County, to be known as "Sales Tax Revenue Bonds" are hereby authorized to issued from tirr.e to time for the purpose of financing Project Costs and/or Refunding Costs. Section 2.02. Authoa'ization Of 2003 Project, Refunding And Series 2003 Bonds. The Board hereby specifically au'horizes the 1994 Refunding and the 2003 Project. The Board hereby further authorizes the issuance of the Series 2003 Bonds in an aggregate principal amount not to exceed $67,500,000, to pay the 2003 Refunding Costs and the 2003 Project Costs. Section 2.03. Description Of Bonds. The Bonds of each Series shall be numbered; shall be in such denominations or maturity amounts; shall be dated as of the date of their delivery or such other date prior to the date of their delivery; shall bear interest, calculated on the basis of a 360-day year consisting of twelve 30-day months, at not exceeding the maximum rate allowed by law; payable on such dates; shall mature on the first day of such month, in such years, not to exceed thirty (30) years from the data thereof, and in such amounts; and shall be issued as Current Interest Paying Bonds, Compounding Interest Bonds, Variable Rate Bonds, Serial Bonds, Term Bonds, or any combination thereof; all the foregoing as shall be determined pursuant to the provisions of the Purchase Contract or by resolution of the Board. The fiscal details with respect to the Series 2003 Bonds shall be as set forth in the Purchase Contract with respect to the Series 2003 Bonds. The Bonds may be issued all at one time or in Series or installments from time to time. Different installments and Series of the Bonds may have such characteristics as shall be provided herein and by subsequent resolution of the Board and shall bear a designation to distinguish such Series or installment from other Series or installments of the Bonds. The Bonds of each Series shall be issued in fully registered form; shall be payable with respect to principal at the office of the Bond Registrar, as paying agent, or such other paying agent as shall be subsequently determined by the Board; shall be payable in lawful money of the United States of America; and shall bear interest from their date, or from the most rec~nt date to which interest has been paid, paya31e, in the case of Current Interest Paying Bonds, by check or draft mailed to the Registered Owner at his address as it appears upon the books of the Bond Registrar as of 5:00 P.M. Eastern Time on the Record Date, and in the case of Compounding Interest Bonds, at maturity upon presentation zt the office of the Bond 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 expense of, and upon the written request of such Registered Owner delivered to the Bond Registrar not later than the fifth (5th) Business Day preceding a Record Date, be made by wire transfer or other medium acceptable to the County and to such Registered Owner. 9874V2/2890241~ 116/R-AWARD/DELE 15 Section 2.04. Execution And Authentication Of Bonds. The Bonds of each Series shall be executed in the name of the County by the Chairman, and attested by the Clerk and the corporate seal of the Board or the County or facsimile thereof shall be affixed thereto or reproduced thereon. The signatures of the Chairman and Clerk may be manual or facsimile signatures imprinted or reproduced thereon. There shall be a Certificate of Authentication of the Bond Registrar on the Bonds, and no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under the provisions of this resolution unless such certificate shall have been duly executed on such Bond. The authorized signature for the Bond Registrar shall be either manual or in facsimile, provided, however, that at least one of the above signatures, including that of the authorized signature for the Bond Registrar, appearing on the Bonds shall be a manual signature. The authentication by the authenticating agent upon any Bond shall be conclusive evidence that the Bond so authenticated has been duly delivered hereunder and is entitled to the security and benefit hereof. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer of the County before the Bonds so signed and sealed shall have been actually sold and delivered, tach Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the ->erson who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be si~ned and sealed on behalf of the County by such person as at the actual time of the execution of suc~: Bond shall hold the proper office in the County, although at the date of such Bonds such person may not have held such office or may not have been so authorized. Section 2.05. Negotiability And Registration. The Bonds shall be and have all the qualities and incidents of negotiable instruments under the Uniform Commercial Code - Investment Securities Laws of the State .>f Florida, and each successive Registered Owner, in accepting any of said Bonds shall be conclusively deemed to have agreed that the Bonds shall be and have all of the qualities and incidents of such negotiable instruments. There shall be a Bord Registrar, who may also be the paying agent for the Bonds, which shall be a bank or trust company located within or without the State of Florida having a combined capital, surplus, and undivi:led profit of at least $50,000,000. The Bond Registrar shall be responsible for maintaining t ae books for the registration of the transfer and exchange of the Bonds. The County and the Bond Registrar may treat the Registered Owner of any Bond as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary. All Bonds presented for transfer, exchange, redemption or payment (if so required by the County or the Bond Registrar) shall be accompanied by a written instrument or insmmaents of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the County or the Bond Registrar, duly executed by the Registered Owner or by his duly authorized attorney. The Bond Registrar may charge the Registered Owner a sum sufficient to reimburse it for any expenses incurred in ma~dng any exchange or transfer after the first such exchange or transfer 9874V Z/28902-00116/R-AWARD/DELE 16 following the initial delivery of the Bonds. The Bond Registrar or the County may also require payment from the Registerec Owner or his transferee, as the case may be, of a stun sufficient to cover any tax, fee or other govermnental charge that may be imposed in relation thereto. Such charges and expenses shall be paid before any such new Bonds shall be delivered. The County and the Bond Registrar shall not be required to issue, transfer or exchange any Bonds during a period beginning at the opening of business on the 15th day next preceding either any Interest Payment Date cr any Redemption Date and ending at the close of business on the Interest Payment Date or Redemption Date, as the case may be. New Bonds delivere4 upon any transfer or exchange shall be valid obligations of the County, evidencing the same debt as the Bonds surrendered, shall be secured by this resolution, and shall be entitled to all of ~he security and benefits hereof to the same extent as the Bonds surrendered. The County may elect to use a book-entry or immobilization system for issuance and registration of the Bonds of any Series, and the details of any such system shall be as fixed by subsequent resolution of the Board adopted prior to the time of issuance of such Bonds. Whenever any Bone shall be delivered to the Bond Registrar for cancellation, upon payment of the principal amc unt thereof, or for replacement, transfer or exchange, such Bond shall be cancelled and destroyed by the Bond Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the County. Section 2.06. Bonc.s Mutilated, Destroyed, Stolen Or Lost. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Bond Registrar may in its discretion issue and deliver a new Bond, of like tenor as the Bond, so mutilated, destroyed, stolen or lost, either in exchange and substitution :hr such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu cf and substitution for the Bond destroyed, stolen or lost, upon the Registered Owner's furnishing the Bond Registrar proof of his ownership thereof, furnishing satisfactory indemnity in favor of both the County and the Bond Registrar, complying with such other reasonable regulations and conditions as the Bond Registrar and County may prescribe, and paying such expenses as the County may incur. All Bonds so surrendered shall be cancelled. If any such Bonds shall have matured or are about to mature, instead of issuing a substitute Bond, the Bond Registrar may pay the same, upon compliance with the foregoing conditions and requirements. Any such duplicate Bonds issued pursuant to this Section shall constitute original contractual obligations on the part of the County, whether or not any lost, stolen or destroyed Bonds are found and shall be entitled to equal and proportionate benefits and rights with all other Bonds of such Series issued hereunde! as to lien on and source and security for payment from the Pledged Revenues. Section 2.07. Temp>rary Bonds. Until Bonds in definitive form of any Series are ready for delivery, the County may execute, and upon its request in writing, the Bond Registrar shall 9874V2/28902-00116/R-AWARD/DELE 17 authenticate and deliver in lira of any thereof, and subject to the same provisions, limitations and conditions, one or more printed, lithographed or typewritten Bonds in temporary form, substantially of the tenor of the Bonds hereinbefore described and with appropriate omissions, variations and insertions. Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the lien and benefit of this resolution. The County shall, without unreasonable delay, prepare, execute and delive- to the Bond Registrar and thereupon, upon the presentation and surrender of the Bonds in temporary form to the Bond Registrar the Bond Registrar shall authenticate and deliver, in exchange therefor, Bonds of the same Series and maturity, in definitive form in the authorized denotr Jnations, and for the same aggregate principal amount, as the Bonds in temporary form surrendered. The expense of such exchange shall be paid by the County and there shall be made no charge there for to any Registered Owner. Section 2.08. Bond Anticipation Notes. In anticipation of the delivery of the Bonds of any Series and receipt of the proceeds thereof, the County may issue bond anticipation notes. Any bond anticipation notes except any series of notes which may be delivered pursuant to the applicable provisions hereof as Additional Parity Bonds, shall be considered to be Subordinate Bonds for the purposes of, and shall be entitled to the benefits and protections of this resolution, junior and subordinate to :he rights of the Registered Owners of any Outstanding Bonds. Provisions regarding the fon'n of such bond anticipation notes and the security for any bond anticipation notes shall be set forth in a separate resolution of the Board adopted at or prior to the time of sale of such bond anticipation notes. Section 2.09. Provisions For Redemption. The Bonds may be redeemable, by operation of the applicable Bond Amortization Account or Redemption Account or, at the option of the County, as provided in the l:urchase Contract or by subsequent resolution of the Board; provided that there shall be no optional redemption of Bonds at any time while any Reserve Account Credit Facility Costs are due and owing. (A) Notices To Owners. Not less than thirty (30) nor more than sixty (60) calendar days prior to the Redemption Date, notice of any such redemption, which shall be dated and state (a) the Redemption Date, (b) the Redemption Price, (c) the identification and respective principal amount of Bonds to be redeemed if less than all Bonds are to be redeemed, (d) that on the Redemption Date the Redemption Price will become due and payable on the Bond or portion thereof called for redemption, (e) that interest on each such Bond shall cease to accrue fi.om and after such date, and (f) the place where the Bonds are to be surrendered for payment of the Redemption Price (i) shall be filed with the Registrar, and (ii) shall be mailed by deposit in the U.S. Mail by First Class Mail, postage prepaid, to all Registered Owners of Bonds to be redeemed at their addresses as they appear on the registration books hereinabove provided for by the deposit of moneys with the Paying Agent. Interest shall cease to accrue on the Redemption Date on any Bonds duly called for prior redemption if payment of t ~e Redemption Price has been duly provided for. Failure of any Registered Owner to receive notice properly given shall not affect (i) the validity of any such proceedings for redemption cr (ii) the cessation from and after the Redemption Date of the accrual of interest on the Bonds called for redemption. 9874V2/28902-00116/R-AWARD/DELE 18 (B) Notices To Depositaries. In addition to the foregoing notice, further notice shall be given as set out below, but no defect in any such notice nor any failure to give all or any portion of any notice shall in any manr~r defeat the effectiveness of a call for redemption with respect to an Owner as to which notice is given as prescribed in Paragraph A above. Each such further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus: (i) the date of the Bonds of such Series being redeemed; (ii) the rate of interest borne by the Bonds being redeemed; (iii) the maturity date of the Bonds being redeemed; (iv) the CUSIP number of the Bonds being redeemed and (v) any other descriptive information needed to identify accurately the Bonds being redeemed. Each further notice o:' redemption under this Subsection (B) shall be sent at least thirty-two (32) days before the Redemption Date by registered or certified mail or ovemight delivery service (at the expense of the addressee) to each Credit Facility Issuer and to all registered securities depositories then in the busir ess of holding substantial amounts of obligations of types such as the Bonds (such depositories now being The Depository Trust Company of New York, New York, the Midwest Securities Trust Company of Chicago, Illinois, and the Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more national information services that disseminate notices of redemvtion of obligations such as the Bonds (such as Financial Information, Inc.'s Financial Daily Calle4 Bond Service, Interactive Data Corporation's Bond Service, Kenny Information Service's Called Bond Service and Standard & Poor's Called Bond Record). Section 2.10. Form Of Bonds. The text of the Bonds shall be of 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 vermitted by this resolution or by subsequent resolution adopted prior to the issuance thereof. Section 2.11. Book-~ntry System. The Series 2003 Bonds shall be issued in book-entry only form. The County is authorized to enter into the Letter of Representations in the form furnished by the DTC, and make such other provision and perform such further acts as are necessary to provide for the issuance of the Series 2003 Bonds in book-entry only form. The Series 2003 Bonds shall be registere:l to Cede and immobilized in the custody of DTC. All payments for the ~rincipal of, interest and redemption premiums, if any, on the Series 2003 Bonds shall be paid b5 check, drafi or wire transfer by the Paying Agent to Cede, without prior presentation or surrend:r of any Series 2003 Bond (except for final payment thereof); and shall constitute payment thereof pursuant to, and for all purposes, of the Bond Resolution. If less than all the ou:standing Series 2003 Bonds of a single maturity are to be called for redemption, the County and ~he Paying Agent shall have no responsibility for the selection of the book-entry interests in the Series 2003 Bonds to be paid pursuant to the redemption, or for notification of that redempticn or of that payment to, or for payment to, the beneficial owners of affected book-entry interests; all of which shall be handled by and in accordance with arrangements of DTC and its participants ar d others working through those participants. 9874V2/28902-00116/R~AWARD/DELE 19 To the extent permitted by the provisions of the Letter of Representations referred to above, the County shall issue Serie~ 2003 Bonds directly to beneficial owners of the Bonds other than DTC, or its nominee, in the event that: (a) DTC determines not to continue to act as securities depository for the Series 2003 Bonds; or (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 cominue the book-entry systerr or that the interests of the bcmeficial owners of the Series 2003 Bonds might be adversely affected if the book-entry system is continued. Upon occurrence of -he events described in (a) or (b) above, the County shall attempt to locate another qualified secadties depository, and shall notify holders of the Series 2003 Bonds through DTC if successful, f the County fails to locate another qualified securities depository to replace DTC, the County shall cause the Bond Regislrar to authenticate and deliver replacemem Series 2003 Bonds in certificate form to the beneficial owners of the Series 2003 Bonds. In the event the County makes the determination noted in (c) above (the County undertakes no obligation to make any :nvestigation to determine the occurrence of any events that would permit the County to make any such determination), or if the County fails to locate another qualified securities depository to replace DTC upon occurrence of the events described in (a) or (b) above, the County shall mail a notice to DTC for distribution to the beneficial owners of the Series 2003 Bonds stating that DTC will no longer serve as securities depository, the procedures for obtaining such Series 2003 Bonds in certificated form, and the provisions which govern the Series 2003 Bonds including, but not limited to, provisions regarding authorized denominations, transfer and exchange, principal and interest payments, and other related matters. (End of Article ID 9874V2/28902-00116/R-AWARD/DELE 20 ARTICLE III BONDS NOT GENERAL OBLIGATION OF COUNTY; PLEDGE C F REVENUES AND APPLICATION THEREOF Section 3.01. Bond.~ Not General Obligations Or Indebtedness Of The County. The Bonds do not constitute a general obligation of, or a pledge of the faith and credit or the taxing power of, the County, the S~ate of Florida or any agency or political subdivision thereof within the meaning of any constitt-tional or statutory provision or limitation, but are limited, special obligations of the County, t'~e principal of, premium, if any and interest on which are payable from the Pledged Revenues as provided herein. Neither the State of Florida nor any political subdivision thereof nor the County shall be obligated to exercise its ad valorem taxing power in any form on any real or personal property in the County to pay the principal of the Bonds, the interest thereon or other cos-s incidental thereto or to pay the same from any other funds of the County except from the Pledged Revenues in the manner provided herein. Section 3.02. Bonds Secured By Pledged Revenues. The payment of the Debt Service Requirement on all of the Bonds issued hereunder shall be secured forthwith equally and ratably with thc other Bonds solely by a lien upon and pledge of the Pledged Revenues. The Pledged Revenues, in an amount suffi:icnt to pay thc Debt Service Requirement on the Bonds and to make all other payments required hereunder arc hereby, so long as any Bonds or Reserve Account Credit Facility Costs are Outstanding and unpaid hereunder, irrevocably pledged in the manner stated herein to the payment of the Debt Service Requirement on thc Bonds as thc same becomes due and to thc making of the other ~ayments required hereunder. Notwithstanding the foregoing, no provision hereof is intended ~o prohibit the payment of Debt Service Requirement on any Series from, or thc pledging to such payment of, any lawfully available additional reserves, security, obligations or sources of fund s. The Bonds and thc interest thereon shall not constitute a lien upon any Project or any other pro)erty of or in the County, but shall constitute a lien only upon the Pledged Revenues in thc manner provided in thc Bond Resolution. Section 3.03. Application Of Pledged Revenues. Until the Bonds shall no longer be Outstanding or until (a) there shall have been set apart in the Sinking Fund, including subaccounts therein for each Series, and the Bond Amortization Account and subaccounts therein, a sum sufficient to pay when due t ae entire Debt Service Requirement accrued and to accrue on such Series, or (b) provision for payment of the Bonds shall have been made in accordance with the provisions of this resolution, -he County covenants with the Registered Owners of, and any Credit Facility Issuer for, the Bonds as follows: 9874V2/28902-00116/R-AWARD/DELE 21 (A) Creation Of Vnnds And Accounts. There shall be created and established by the County on or before the fira day that moneys are required by the terms hereof to be on deposit therein the following special funds and accounts, which shall be subject to the lien hereof: Sales Tax Revenue Bonds Revenue Fund (hereinafter the "Revenue Fund"); Sales Tax Revenue Bonds Sinking Fund (hereinafter the "Sinking Fund"), together with accounts therein to be known as the Reserve Account, the Bond Amortization Account and the Redemption Account (together with any subaccounts therein); Sales Tax Revenue Bonds Project Fund (hereinafter, the "Project Fund"), together with any accounts therein; and Sales Tax Revenue Bonds Rebate Fund (the "Rebate Fund"). (B) Maintenance Of Funds And Acc, aunts. The designation and establishment of the various funds and accounts in and by this resolution shall not be construed to require the establishment of any completely independent, self-balancing funds or accounts, as such terms are commonly defined and used in governmental accounting, but rather is intended solely to require a segregation of Pledged Revenues on the books and records of the County for the purposes and to establish priorities for application of such Pledged Revenues as provided herein. Cash and Authorized Investments requ.red to be accounted for in each of the funds and accounts established by this resolution may be deposited in a single bank account, provided that standard accounting records are maintained to reflect control or restricted allocation of the moneys therein for the various purposes of such funcs and accounts. The foregoing provis ons notwithstanding, the funds and accounts created and established pursuant to this resolution s'~all constitute restricted funds for the purposes provided herein and shall be maintained on the b~oks of the County as separate and distinct from all other funds and accounts of the County, in fie manner provided in this resolution. All moneys in such funds and accounts shall be continuous y secured in the same manner as the County deposits are required to be secured by the laws of the State. Separate accounts may be maintained for different Series or installments of Bonds and identified by the appropriate designation, and deposits into the accounts for each such Series or installment of Bonds shall be on a parity with the deposits, if any, into the corresponding accounts for each other Series of Bonds (or, in the case of a deficiency, shall be on a pro rata basis computed with regard to the then current and any overdue payments to be made into such subaccounts unless specified otherwise); further provided that moneys on deposit in the accounts established for a particular Series may be specified not to be available to be used for payments required to be made from the corresponding accocnts for any other Series. (C) Appliea'ion Of ~qaleg Tax Revennes. All Sales Tax Revenues shall, immediately upon receipt thereof, be deposited by the County into the Revenue Fund. Any moneys at any time on deposit in the Revenue Fund shall be disposed of in each month in each Bond Year only in the follo~ ing mariner and order of priority. (1) Moneys on deposit in the Revenue Fund shall first be used for deposit into the Sinking Fund, of such sums as are necessary to pay one-sixth (1/6) of the interest becoming due on the Current Interest Paying Bonds on the next semi-annual Interest Payment 9874V2~28902-00116/R-AWARD/DELE 22 Date, provided, however, tMt no deposit shall be required to the extent that payment of interest on the Bonds has been provided from the proceeds of the Bonds or from other moneys of the County legally available thetefor. (2) Moneys on deposit in the Revenue Fund shall next be used for the deposit into the Sinking Fu-~d, in any year immediately before a Serial Bond maturity date, of such sums as are necessary to pay one-twelfth (1/12) of the principal maturing on Serial Bonds on the next principal maturity date, provided, however, that no deposit shall be required to the extent that payment of the principal on the Bonds has been provided from other moneys of the County legally available therefor. (3) Moneys on deposit in the Revenue Fund shall next be used for deposit into the Sinking Fund, on a parity with the payments provided in Subsection (2) above, in any year immediately before a Compounding Interest Bond maturity date, of such sums as are necessary to pay one-twelfth (1/12) of the Compounded Amounts due on such maturity date, provided, however, that n~ deposit shall be required to the extent that payment of the Compounded Amounts on the Bonds has been provided from other moneys of the County legally available therefor. (4) Moneys on deposit in the Revenue Fund shall next be used for deposit into the Bond Amortization Account, on a parity with the payments provided in Subsections (2) and (3) above, a sum equal to one-twelfth (1/12) of the amount of the Amortization Installment for Term Bonds which shal' become due and payable on the next Amortization Installment due date, provided, however, tlrat no deposit shall be required to the extent that payment of the Amortization Installment on the Bonds has been provided from other moneys of the County legally available therefor. (5) Moneys shall next be used first to repay to the Credit Facility Issuer any amounts drawn on a Reserve Account Credit Facility, next to maintain on deposit in the Reserve Account moneys and Authorized Investments or Reserve Account Credit Facility Coverage, or a combination thereof, in an amount equal to the Reserve Account Requirement and third to pay Reserve Account Credit Fac: lity Costs. (6) Moneys shall next be used to cure any deficiency in the amounts required to be on deposit in the Sinking Fund and Reserve Account. (7) Moneys shall next be used to pay the principal of and interest on any Subordinated Debt that may be outstanding in accordance with the terms thereof. (8) Remaining moneys may thereafter be withdrawn and used by the County for any lawful purpose. No further deposits shall be required to be made into the foregoing funds and accounts whenever there shall be on deposit in the Sinking Fund, including the Reserve Account and the Bond Amortization Accounts therein, an amount of cash and Authorized Investments equal to all 9874V2d28902-00116/R-AWARD/DELE 23 principal and interest due on the Bonds to the final maturity thereof or, if the Bonds have been duly called for prior redemption, to the redemption date. Credit shall be allowed agmnst the required deposit amounts due as prescribed above for the payment of principal of and nterest and Amortization Installment on Bonds to the extent of any other funds on deposit and available for such purpose in the applicable accounts of the Sinking Fund including (i) capitalized interest, and (ii) any Investment Earnings transferred into such fund or account and available for such purposes. (D) lnve~tmenl Of Money~ In Fnnd~ And Accnnnts; Applicatian Of Investment ~arning~. All moneys in the Amds and accounts created hereunder shall be invested and reinvested only in Authorized Investments. Authorized Investments allocated to any fund or account shall mature not later than the respective dates, as estimated by the County, that moneys will be needed for the purposes thereof. In the case of the Reserve Account, investments shall mature not later than the earlier of five (5) years from their date or the fmal maturity of the Bonds, and Investment Earnings may be retained in ~ch account to the extent necessary to maintain the Reserve Account Requirement therein, or may be transferred to the Revenue Fund or to the Project Fund (or any account therein) created in connection with any Series, as determined by the County. Except as otherwise provided herein wit~ respect to any particular moneys, and except in accordance with any Tax Compliance Certificate ~elivered in connection with the issuance of any applicable Series, all Investment Earnings shall, upon receipt, deposited into the Revenue Fund. (E) I l~e C}FI Anneys On Depnsit In Vnnds And Accnnnt~. The moneys on deposit in the funds and accounts herein established shall be only used in the following manner and for the following purposes. (1) SINKING FUND. Moneys on deposit in the Sinking Fund and the Bond Amortization Account therein shall be used only to pay the principal of (including Amortization Installments) and interest on the Bonds as the same becomes due and for no other purpose. No further deposits shall be recuired to be made into said accounts in any Bond Year when the amount on deposit therein is equal to the Debt Service Requirement for the Bonds for such Bond Year. (2) BOND A~MORTIZATION ACCOUNT. Moneys held for the credit of the Bond Amortization Account ~hall be applied to the retirement of Term Bonds as follows: (a) Money in the Bond Amortization Account shall be applied by the County in each Bond Year t~ the retirement of Term Bonds then outstanding in the following order: (i) The Term Bonds of each issue of Bonds, to the extent of the Amortization Installment, if ~_ny, for such Bond Year for the Term Bonds of each such issue then outstanding, plus the applicaSle premium, if any, and if the amount available in such Bond Year shall not be sufficient therefor, then in proportion to the Amortization Installment, if any, for such Bond Year for the Tern Bonds of each such issue then outstanding, plus the applicable 9874V2]28902-00116/R-AWARD/DELE 24 premium, if any; provided, however, that if the Term Bonds of any such issue shall not then be subject to redemption from moneys in the Bond Amortization Account and if the County shall at any time be unable to exhaust the moneys applicable to the Term Bonds of such issue under the provisions of this clause o- in the purchase of such Term Bonds under the provisions of Paragraph (b) below, such money or the balance of such money, as the case may be, shall be retained in the Bond Amortization Account and, as soon as it is feasible, applied to the purchase or redemption of Term Bonds of such issue; and (ii) Any balance then remaining, other than money retained under the first clause of this Paragrap ~ (a), shall be applied to the retirement of such Term Bonds and Additional Parity Bonds as the County in its sole discretion shall determine, but only, in the case of the redemption of Term Bonds of any issue, in such amounts and on such terms as may be provided in the proceedings authorizing the issuance of the Bonds of such issue. (b) Sukject to the provisions of Paragraph (a) above, the County may endeavor to purchase Term Bonds then outstanding at the most advantageous price obtainable with reasonable diligence, such price not to exceed the principal of such Term Bonds plus the amount of the premium, if any, which would be payable on the next redemption date to the Registered Owners of such Term Bonds if such Term Bonds should be called for redemption on such date from moneys in the Bond Amortization Account; provided, that no such purchase shall be made by the County within the period of 45 days immediately preceding any Interest Payment Date on which Term Bonds ~re subject to call for redemption, except from moneys in excess of the amounts set aside or depc sited for the redemption of Term Bonds. (3) RESERVE ACCOUNT. Moneys in the Reserve Account shall be used only: (i) for the purpose of t'le payment of maturing Amortization Installments or principal of or interest on the Bonds when the other moneys allocated to the Sinking Fund are insufficient therefor, and (ii) if there has ~een a draw upon a Reserve Account Credit Facility, to restore such Reserve Account Credit Fac ~lity in the amount of such draw, and (iii) to pay Reserve Account Credit Facility Costs. Any withdrawals from the Reserve Account shall be restored from the first available moneys after all required current payments have been made into the Sinking Fund and the Bond Amortization Acco ~nt including deficiencies for prior payments. If and to the exter.t that the Reserve Account Requirement has been provided with a combination of cash and one or more Reserve Account Credit Facilities, all such cash shall be used (or Authorized Investments purchased with such cash shall be liquidated and the proceeds applied as required) prior to any drawing under a Reserve Account Credit Facility, and repayment of any draw on a Reserve Ac :ount Credit Facility shall be made prior to the replenishment of any such cash amount. If more than one Reserve Account Credit Facility is provided, drawings under such Reserve Account Credi~ Facilities shall be made on a pro rata basis (calculated by reference to the original maximum amounts available under each Reserve Account Credit Facility) after applying all available cash md Authorized Investments in the Reserve Account and prior to replenishment of any such cash draws, respectively. The Paying Agent shall ascertain the necessity of a claim or draw upon the Reserve Account Credit Facility and provide notice to the 9874V?d28902-00116/R-AWARD/DELE 25 Credit Facility Issuer in accordance with its terms but not later than two business days prior to each Interest Payment Date. Upon the issuance of Additional Parity Bonds, additional moneys shall be deposited into the Reserve Account fi,om the proceeds of such Additional Parity Bonds, or from other moneys of the County available therefor, in order to make the amount on deposit in the Reserve Account at the time of issuaace thereof equal to the Reserve Account Requirement on both the outstanding Bonds and the Additional Parity Bonds. The foregoing provision notwithstanding, the County shall be entitled at the time of issuance of the Additional Parity Bonds to provide a Reserve Account Credit Facility in an amount equal to the difference between the Reserve Account Requirement calculated with respect to the Bonds outstanding and the Additional Parity Bonds proposed to be issued and the amount on deposit in the Reserve Account. Notwithstanding t~e foregoing, the County at any time may substitute a Reserve Account Credit Facility for a 1 or any portion of the cash and Authorized Investments on deposit in the Reserve Account, subj :ct only to such conditions and approvals as may be imposed by the Credit Facility Issuer provid-ng such Reserve Account Credit Facility or by any Credit Facility Issuer having a Credit Facilit7 or Reserve Account Credit Facility in effect as to any Bonds. The Authorized Investments on deposit in the Reserve Account shall be valued annually as of the last day of the Fiscal Year at their fair market value thereof, exclusive of accrued interest. If and whenever the moneys and Authorized Investments applied and allocated to the Reserve Account (except investment income to be deposited into the Revenue Fund as hereinafter provided) exceed the Reserve Account Requirement on all then Outstanding Bonds, such excess may be withdrawn and applied and allocated into the Revenue Fund. (4) REVENUE FUND. Moneys on deposit in the Revenue Fund shall be used in each month first to make the :equired deposits into the Sinking Fund and accounts therein in such month. Thereafter, the moneys on deposit in the Revenue Fund may be withdrawn and used by the County for any lawful purpose. (F) Payment Acconnt~. On or prior to each Interest Payment Date when Debt Service Requirement is due on any Bcnds, funds for the payment of the Debt Service Requirement then due shall be transferred from the accounts in the Sinking Fund and deposited in a payment account with the Paying Agent. The payment account shall be established in the name of the County, and moneys therein may be inves-ed in overnight repurchase agreements fully collat~ralized by United States Obligations held by a tlfird party. The payment account shall be held solely for the benefit of the persons entitled to receive payment of the Debt Service Requirement with respect to which such moneys were deposited, subje:t however to the provisions of the next paragraph. All income on the investment of such moneys nc.ay be applied by the County for any lawful purpose and shall not be considered Pledged Revenues hereunder. (G) Ilnclaimed Mtme, y~. Moneys held by the paying agent for the payment of Debt Service Requirement and remaining unclaimed for a period of one (1) year from the date on which such moneys were due to p~y such Debt Requirement Service may be withdrawn by the County 9874VZ/28902-00116/R~AWAR. D/DELE 26 and used for any lawful purpose; provided (1) that such withdrawal shall not give rise to any claim for additional interest due on such Bonds on account of payment thereof not having been duly provided for under the terms of this resolution and (2) that such withdrawal shall not affect the right, to the extent existing uader the provisions of this resolution or of the laws of the State, of the Registered Owner of such Bonds to payment from the Pledged Revenues of the principal and interest thereon to the Interest Payment Date with respect to which such moneys were originally deposited. 9874V2/28902-00116/R-AWARD/DELE 27 ARTICLE IV APPLICATION OF BOND PROCEEDS The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Series 2003 Bones shall be applied by the County in the following manner and order of priority, simultaneously with their delivery to the Underwriters thereof, except to the extent provided otherwise in an officer's certificate or tax compliance certificate executed by the County in connection with the issuance and delivery of the Series 2003 Bonds: (A) The accrued interest shall be deposited in the Sinking Fund herein created and used for the propose of paying inte-est becoming due on the Series 2003 Bonds on October 1, 2003. (B) The sum specified in the Escrow Deposit Agreement shall be deposited into the Escrow Account established by the Escrow Deposit Agreement. (C) To the extent not paid or reimbursed therefor by the Underwriter of the Series 2003 Bonds in accordance with the provisions of the Purchase Contract, the County shall pay all costs and expenses in connection with the preparation, issuance and sale of the Series 2003 Bonds. (D) The balance of the proceeds shall be deposited in the 2003 Project Account hereby created and established in the Project Fund. Moneys on deposit in the Project Fund shall be withdrawn, used and applied by the County solely for the payment of the Project Costs and purposes incidental thereto, as described and set forth in the Series Resolution related to the particular Project. All expenditures or disbursements from the Project Fund shall b: made only after such expenditures or disbursements shall have been approved in writing by the Bcard or its designee. All funds on deposit in the Project Fund, which in the opinion of the County, are not immediately necessary for expenditure, as hereinabove provided, may be invested in Authorized Investments, maturing at such time or times as such moneys will be needed for the purposes of the Project Fund. All income derived from such investments shall be retained in the Project Fund and used to pay the 2003 Project Costs. If, for any reason, the moneys on deposit in the Project Fund, or any part thereof, are not necessary for or are not appli:d to the payment of 2003 Project Costs, then the unapplied proceeds shall, subject to receipt of an opinion of Bond Counsel that such use will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds, (1) first, be deposited into the Sinking 7und, to the extent of any deficiency therein, and (2) second, be deposited into the Reserve Account to the extent of any deficiency therein, (3) third, be used to pay any Reserve Account Credit ~acility Costs then due and owing, (4) fourth, be used for any lawful capital purpose for which the Pledged Revenues can be used, and (5) fifth, be used to defease or redeem any outstanding Boncs. (End of Article iV) 9874V2/28902-00116/R-AWARD/DELE 28 ARTICLE V COVENANTS OF THE COUNTY; REMEDIES Section 5.01. Covenants Of The County. So long as any of the Bonds shall be Outstanding, or until (a) there shall have been set apart in the Sinking Fund and accounts therein, a sum sufficient to pay when due, the entire principal amount of the Bonds remaining unpaid, together with the premium, if any, with respect thereto and the interest accrued and to accrue thereon, or (b) provision for payment of the Bonds shall have been made in accordance with thc provisions hereof, the County covenants with the Registered Owners of the Bonds and any Credit Facility Issuer for the Bonds ~s follows: (A) Books And Records; Annnal Andit. The County will keep books and records of the Pledged Revenues, in which complete and correct entries shall be made in accordance with Accounting Principles, of all transactions relating to the Pledged Revenues; any Registered Owner and each Credit Facility IssLer shall have the right at all reasonable times to inspect all books, records, accounts and data of the County relating thereto. The County shall, wilhin one hundred and eighty (180) days after the close of each Fiscal Year (or such other date as shall be specified by State law), cause the books, records and accounts of the County for such prece:ting Fiscal Year to be properly audited by the Independent Certified Public Accountants, and the County shall mail upon written request, and make available generally, the audit report, or a reasonable summary thereof, to any Registered Owner and each Credit Facility Issuer. (B) Maintenance Of F, ligibility To Receive Pledged Revennes. The County will take all necessary actions, including t ~e filing of reports and other acts, as are necessary in order to maintain the eligibility of the County to receive the Sales Tax Revenues, in accordance with the provisions of Chapter 218, Part VI, Florida Statutes. (C) Issuance Off)lher Ohlig,qtinns Payable Out Of Pledged Revenues The County will not issue any other obligations, except the Series 2003 Bonds and Additional Party Bonds hereafter issued under the conditions ar.d in the manner provided herein, payable from the Pledged Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge having priority t) or being on a parity with the lien of the Series 2003 Bonds and the interest thereon, upon the Pledged Revenues. Any other obligations secured by a lien upon and pledge of the Pledged Revenues and issued by the County, in addition to the Series 2003 Bonds or Additional Parity Bonds provided for in the following subsection, shall contain an express statement that such obligations are junior, inferior, and subordinate in all respects to the Series 2003 Bonds and any such Additional Parity Bonds as to lien on and source and security for payment from the Pledged Revenues, and in all other respects. 9874V2/28902-00116/R-AWARD/DELE 29 (D) lsmmnce Of Additional Parity Bonds. No Additional Parity Bonds shall be issued after the issuance of any Bo ~ds pursuant to this resolution, except upon the following terms and conditions: Additional Parity Bonds payable from the Pledged Revenues may be issued by the County only if the average Sales Tax Revenues received by the County in each of the two Fiscal Years immediately preceding the date of sale of the Additional Parity Bonds, as evidenced by the written certificate of the Independent Certified Public Accountants, shall have been at least equal to the sum of (a) one hundred thirty-five per centum (135%) of the Maximum Debt Service Requirement on (i) the Bor~ds issued pursuant to this Resolution then outstanding, (ii) any Additional Parity Bonds the:etofore issued and then outstanding, and (iii) the Additional Parity Bonds proposed to be issued and (b) one hundred per centum (100%) of Reserve Account Credit Facility Costs, if any; provided, that the County shall not be required to comply with the foregoing test with respect m any Additional Parity Bonds issued for the purpose of refunding Outstanding Bonds where sach refunding does not result in any increase in (x) the aggregate Debt Service Requirement ~ ith respect to the Bonds being refunded and (y) the Maximum Debt Service Requirement for the 3onds. No Additional Pa:ity Bonds, shall be issued at any time, however, unless all of the payments into the respective funds and accounts provided for in this Resolution on Bonds then outstanding, and all other Sinking Fund, Reserve Account or other payments provided for in this Resolution, shall have been made in full to the date of issuance of said Additional Parity Bonds, and the County shall be in substantial compliance with all of the covenants, agreements and terms of this Resolution. Such Additional Parily Bonds shall be deemed to have been issued pursuant to the Bond Resolution the same as the Series 2003 Bonds originally authorized and issued pursuant to the Bond Resolution, and all of the covenants and other provisions of this resolution (except as to details of such Additional l:arity Bonds inconsistent herewith), shall be for the equal benefit, protection and security of the Registered Owners of the Series 2003 Bonds originally authorized and issued pursuant to the B>nd Resolution and the Registered Owners of any Additional Parity Bonds. All of such Additional Parity Bonds, regardless of the time or times of their issuance, shall rank equally with other Bones with respect to their lien on and source and security for payment fi:om the Pledged Revenues without preference of any Bond over any other. (E) Tax Complian 2e. The County covenants that it will use, and will restrict the use and investment of, the proceeds o.'the Bonds in such manner and to such extent as may be necessary so that (a) the Bonds will not (i) constitute private activity bonds, arbitrage bonds or hedge bonds under Section 141, 148 or 147 of the Code or (ii) be treated other than as bonds to which Section 103(a) of the Code applies, and (b) the interest thereon will not be treated as a preference item under Section 57 of the Code. The County further covenants (a) that it will take or cause to be taken such actions that may be required of it for the interest on the Bonds to be and remain excluded from gross income for 9874V2/28902-00116FR-AWARD/DELE 3O federal income tax purposes, (b) that it will not take or authorize to be taken any actions that would adversely affect that exclusion, and (c) that it, or persons acting for it, will, among other acts of compliance, (i) apply the proceeds of the Bonds to the governmental purposes of the borrowing, (ii) restrict the yield on investment property, (iii) make timely and adequate payments to the federal government, (iv) maintain books and records and make calculations and reports, and (v) refrain from certain uses of those proceeds and, as applicable, of property financed with such proceeds, all in such manner and to the ext:nt necessary to assure such exclusion of that interest under the Code. The Chairman of the Board or the County Administrator, or any other officer having responsibility for the issuance of the Series 2003 Bonds will give an appropriate certificate of the County for inclusion in the t:anscript of proceedings, setting forth the reasonable expectations of the County regarding the amount and use of all the proceeds of the Series 2003 Bonds, the facts, circumstances and estimates on which they are based, and other facts and circumstances relevant to the tax treatment of interest thereon. Each such officer is fi~rther authorized to make or effect any election, selection, choice, consent, approval, or waiver on behalf of the County with respect to the Series 2003 Bonds as the County is permitted or required to make or give under the federal income tax laws, for the purposes of assuring, enhancing or protecting favorable tax treatment or characterization of the Series 2003 Bonds or interest thereon or assisting compliance with requirements for that purpose, reducing the burden or expe'~se of such compliance, reducing the rebate amount or payments of penalties thereon, or making payments in lieu thereof, or obviating such amounts or payments, as determined by such officer. Any such action of such officer will be in writing and signed by the officer. The County (a) will ~ake or cause to be taken such accounts which may be required of it for the interest on the Series 2003 Bonds to be and remain excluded from gross income for federal income tax purposes, and (b) will not take or permit to be taken any actions which would adversely affect that exclusion, and that it, or persons acting for it, will, among other acts of compliance, (i) apply the proceeds of the Series 2003 Bonds to the governmental purpose of the borrowing, (ii) restrict the yield on investment property acquired with those proceeds, (iii) make timely rebate or penalty pa)ments, if any, to the federal government, (iv) maintain books and records and make calculations and reports, and (v) refrain from certain uses of proceeds, all in such manner and to the extent necessary to assure such exclusion of that interest under the Code. The Chairman of the Board, the County Administrator and other appropriate officers are hereby authorized and directed to ~ake any and all actions, make calculations and rebate or penalty payments, and make or giv~ reports and certifications, as may be appropriate to assure such exclusion of that interest. (F) l~ayment Of [land~. The County will pay the principal of, premium, if any, and interest on the Bonds when d~e. 9874V2/28902-00116/R-AWARD/DELE 31 Section 5.02. Events Of Default. It shall be an event of default under this resolution if the County shall: (1) fail to deposit with the Paying Agent on the due date thereof sufficient funds to pay the Debt Service Requtrement when due; (2) fail to deposit or pay within ten (10) days after the due date thereof any other required deposit or payment t_nder this resolution pursuant to Section 3.03C(1) through (5) hereof; (3) fail to comply in any material respect with any other covenant made in this resolution, if (a) such failure shall continue for mom than thirty (30) days following notice of such failure to the County or (b) 'he County shall not within thirty (30) days of receipt of such notice have initiated steps to cure such default and thereafter have proceeded diligently to cure such default; provided however that the Credit Facility Issuer may waive any such defect if compliance shall be determined to be impossible of performance; or (4) there shall occur the filing by the County of a voluntary petition in bankruptcy, or the commission by the County of any act of bankruptcy, or the adjudication of the County as a bankrupt, or the assignment by the County for the benefit of its creditors, or the entry by the County into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the County in any proceeding for its reorganization, instituted unber the provisions of the Federal Bankruptcy Act, as amended, or any similar act in any jurisdiction which may now be in effect or hereafter amended. Section 5.03. Remecies. Any Registered Owner, any Credit Facility Issuer, or any trustee acting for Registered Owners, in the manner hereinafter provided, may, either at law or in equity, by suit, action, mandamus, or o-her proceedings, in any court of competent jurisdiction, protect and enforce any and all rights, eitaer under the laws of the State of Florida or granted and contained in this resolution and may enforce and compel the performance of all duties required by this resolution or by any applicable statnte~ to be performed either by the County or by any officer thereof, including the receipt and app'ication of the Pledged Revenues and the taking of any and all actions necessary to entitle the Count./to receive the Pledged Revenues The foregoing provisions notwithstanding, so long as it is not in default under the Policy, the Bond Insurer, (a) acting a one, shall have the right to direct all remedies in an Event of Default; (b) shall be recognized as tl~ Registered Owner of each Bond which it insures for purposes of exercising all rights and privi eges available to bondholders, (c) shall have the right to institute any suit, action, or proceeding at law or in equity under the same terms as a bondholder under this resolution, and (d) must give ts prior consent before any acceleration of principal on Bonds may be declared. If an event of defau't shall occur, and in the further event that any such default shall continue for a period of thirty (30) days after the giving of notice thereof to the County, the Registered Owners of not less than twenty-five percent (25%) in aggregate principal amount of 9874V2/28902-00116/R-AWAIED/DELE 32 Bonds Outstanding, or any trustee appointed to represent Registered Owners as hereinafter provided, shall be entitled as of right to the appointment of a receiver of the Pledged Revenues in an appropriate judicial proceeding in a court of competent jurisdiction, whether or not such Registered Owners or trustee is also seeking or shall have sought to enforce any other right or exercise any other remedy in connection ~ ith Bonds. The receiver so appointed shall forthwith, directly or by his agents and attorneys, take possession of the various funds and accounts established hereunder, and shall hold, manage and control such funds and accounts, and in the name of the County shall exercise all the rights and powers of the County with respect to such funds and accounts as the County itself might do. Such receiver shall collect and r~eive all Pledged Revenues and maintain and apply the funds and accounts established by this resolution in the manner provided herein, and comply, under the jurisdiction of the court appointing such receiver, with all of the provisions of this resolution. Whenever all princip al that is due upon the Bonds, together with interest thereon, and all payments required under any covenants of this resolution for reserve, sinking funds, or other funds, and all principal upon any other obligations, together with interest thereon, having a charge, lien or encumbrance upon the Pledged Revenues, shall have been paid and made good, and all defaults under the provisions of this resolution shall have been cured and made good, possession of the funds and accounts created hereby shall be surrendered to the County upon the entry of an order of the court to that effect. U)on any subsequent default, any Registered Owner, or any trustee appointed for Registered Owaers as hereinafter provided, shall have the right to secure the further appointment of a receiver upcn any such subsequent default. Such receiver shall, in the performance of the powers hereinabove conferred upon him, be under the direction and supervision of the court making such appointment, shall at all times be subject to the orders and decrees of such court and may be removed thereby and a successor receiver appointed in the discretion of such court. Nothing herein contained shall limit or restrict the jurisdiction of such court to enter such other and further orders and decrees as such court may deem necessary or appropriate for the exercise by the receiver of any function not specifically set forth herein. Any receiver appoint:d as provided herein shall hold and apply the funds and accounts established hereunder in the name of the County, any Credit Facility Issuer for the Bonds, and the Registered Owner of the Bonds issued pursuant to this resolution as their interests shall appear. Such receiver shall have no power to sell, assign, mortgage, or otherwise dispose of any assets of any kind or character belonging or pertaining to the County, but the authority of such receiver shall be limited to the possession, and control, including the disbursement of moneys from, the funds and accounts established hereby, ~r the sole purpose of the protection of the County, any Credit Facility Issuer and the Registered Owners as their interests shall appear. The Registered Owners of Bonds in an aggregate principal amount of not less than twenty-five per centum (25%) of Bonds then Outstanding may, by a duly executed certificate in writing, appoint a trustee for Registered Owners with authority to represent such Registered Owners 9874VZ/28902-00116/R AWARD/DELE 't3 in any legal proceedings for the enforcement and protection of the fights of such Registered Owners. Such certificate shall be executed by such Registered Owners or their duly authorized attorneys or representatives, and shall be filed in the office of the County Clerk and with the Mayor. (End of Article V) 9874V2/25902-00116/R-AWPd[D/DELE 34 ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.01. Sale Of Series 2003 Bonds; Delegation Of Authority To Execute Purchase Contract; Conditons To Exercise Of Authority. Based on the nature of the financing and the prevailing market conditions, the Board, in compliance with Section 218.385(1)(a), Florida Statutes, hereby finds, determines and declares that it is in the best interest of the County to sell the Series 2003 Bonds at negotiated sale to thc Underwriter, pursuant to the provisions of the Purchase Contract, provided thc terms thereof arc consistent with thc provisions of thc Act and the laws of the State of Florida and thc requirements of this resolution. The County Adminis'u:ator is hereby, subject to the conditions set forth on Exhibit B hereto, authorized and empowered 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 certain conditions set forth on Exhibit B hereto, the failure of any of which shall render the Purchase Contract voidable a~ the option of the County. Section 6.02. Credi~ Facility and Reserve Account Credit Facility. The Commitments are hereby accepted and approved. There shall be printed on the back of each Series 2003 Bond a statement to the effect that l:ayment of the principal of and interest on the Series 2003 Bonds 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 the premiums stated in the Commitments upon the delivery of the Policy and the Surety Bond and to execute the Guaranty Agreement. Section 6.03. Notices To Credit Facility Issuer; Credit Facility Issuer Deemed Sole Bondowner And A Party _n Interest. Whenever a Credit Facility Issuer shall be providing a Credit Facility with respect :o any Bonds issued hereunder, such Credit Facility Issuer shall be entitled to receive and shall be provided by certified mail all notices and reports which are required herein to be prepared and to )e sent or made available to Registered Owners of such Bonds and a full transcript of any proceecings relating to the execution of any supplemental resolution hereto. Notices to the Bond Insurer t~r the Series 2003 Bonds shall be sent to the address specified in the Financial Guaranty Agreemer t. Notwithstanding any )ther provisions of this resolution to the contrary, the Credit Facility Issuer, so long as it is not in default under the Policy, shall be deemed to be the sole Registered Owner of all Bonds insured ~y it for purposes of exercising rights, consents or remedies granted under this resolution. For any amendment or modification of this resolution for which a Credit Facility Issuer shall consent in replacement of the Registered Owners, notice of such amendment or modification along with a copy of such supplemental resolution shall be sent to Standard & Poor's Corporation at least 20 days p flor to the adoption of such amendment or modification. Any provision of this resolution to the contrary notwithstanding, if under any provision hereof any action is to be taken only with the consent or approval of a Credit Facility Issuer, and if 9874V2]28902~00116/R-AWARD/DELE 35 at the time such consent or approval would otherwise be called for such Credit Facility Issuer is not in compliance with its payr~ent obligations of or is contesting its obligations under its Credit Facility, then the rights of such Credit Facility Issuer to any consent or approval hereunder shall be suspended while any such noncompliance or contest is ongoing. Except as expressly 9rovided herein to the contrary, neither the County nor the Paying Agent shall take the Credit Facility into effect in determining whether the rights of Registered Owners are adversely affected by actions taken pursuant to the terms and provisions of the Bond Resolution. The Credit Facility Issuer shall be included as a party in interest and as a party entitled to notify the Paying Agent or ary trustee or the County to intervene in judicial proceedings that affect the Bonds or the security therefor. Any trustee, the Paying Agent and the County shall be required to accept notice of default from the Credit Facility Issuer. Section 6.04. Bond Registrar And Paying Agent And Agreement Therefor; And Escrow Deposit Agreemert. The Bank of New York Trust Company of Florida, N.A., Jacksonville, Florida (the "Bank"), is hereby designated Bond Registrar and Paying Agent for the Series 2003 Bonds and Escr¢ w Holder for the benefit of the holders of the Refimded Bonds. The Chairman and Clerk are herelDy authorized to execute a Paying Agent and Registrar Agreement and an Escrow Deposit Agreement both between the County and such Bank and in a form to be approved by the County Attorney and Bond Counsel, upon delivery of the Series 2003 Bonds. Section 6.05. Authorization For Execution Of Series 2003 Bonds And Of Additional Documents And Certificat{s In Connection With The Delivery Thereof; Approval Of The Necessary Action; Approval Of Preliminary And Final Official Statements. The Chairman, County Administrator, Finance Director and Clerk, on the advice of the Financial Advisor, 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 the County, and in their official capacities, the Series 2003 Bends, and any and all instruments, documents, or certificates, including temporary Series 2003 Bonds, if necessary, a Tax Compliance Certificate, and a Continuing Disclosure Certificate, which are necessary or desirable in connection with the issuance and delivery of the Series 2003 Bonds. The County further al:proves the form of Preliminary Official Statement dated July 7, 2003 (the "Preliminary Official Statement") (except for permitted omissions), and the prior distribution and use of that Preliminary Official Statement by the Purchaser in connection with the offering for sale of the Series 2003 Bonds. The proper officers of the County and each of them are authorized and directed, on behalf of t'~e County, in their official capacities, to complete the Preliminary Official Statement, with such modifications, changes and supplements as those officers shall approve or authorize for purposes of preparing and determining, and to certify and otherwise represent, that the Preliminary Official Statement as so completed (the "Official Statement")is "final" for purposes of SEC Rule 15c2-12(b)(3) and (4). Those officers and each of them are also authorized to sign and deliver on behalf of the County, in their official capacities, the final Official 9874V2/28902-00116/R-AWARD/DELE 36 Statement and such certificat:s in connection with the accuracy of the final Official Statement and any amendment thereto as ir ay, in their judgment, be necessary or appropriate, to the Purchaser. The distribution and use of :he final Official Statement by the Purchaser in connection with the original issuance of the Series 2003 Bonds is further approved. The approval of varicus documents and certificates hereby is hereby declared to be of such documents in substantially t?e form attached hereto as exhibits or as subsequently prepared, upon the advice of the County Attorney and Bond Counsel, with such insertions, deletions, and variations thereto as shall be approved by the officers executing such documents and certificates on behalf of the County, and in their official capacities, upon the advice of the County Attorney and Bond Counsel, such officers' approval thereof to be presumed by their execution. Section 6.06. Continuing Disclosure. The County hereby covenants and agrees that, in order to assist the UnderwTit :r in complying with the Continuing Disclosure Rule with respect to the Series 2003 Bonds, it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate to be executed by the County prior to the time the County delivers the Series 2003 Bonds to the Underwriter, as it may be amended from time to time in accordance with the terms thereof. Notwithstancing any other provision of this resolution, failure of the County to comply with such Continuing Disclosure Certificate shall not be considered an event of default hereunder. However, the Continuing Disclosure Certificate shall be enforceable by the Series 2003 Bondholders in the event that the County fails to cure a breach thereunder within a reasonable time after written notice from a Series 2003 Bondholder to the County that a breach exists. Any rights of the Series 2003 Bondholders to enforce the provisions of the covenant shall be on behalf of all Series 2003 Bondholders and shall be limited to a r/ght to obtain specified performance of the County's obligations thereuncer. Section 6.07. Redemption Of Refunded Bonds. The Refunded Bonds are hereby, subject only to the issuance of the Series 2003 Bonds, irrevocably called for redemption prior to maturity on October 1, 2003 (or such later date as is necessary to allow for the giving of the required notice of redemption of the Refunded Bonds), at the principal amount thereof plus accrued interest to the date of rcdemption. The noti:e of redemption for the Refunded Bonds shall be in substantially the form provided in the Escrow Deposit Agreement and shall be given by the Escrow Holder. Section 6.08. Defeasance. Notwithstanding the foregoing provisions of this resolution, if, at any time, the County shall aave paid, or shall have made provision for payment of, the principal, interest and redemption prerriums, if any, with respect to any Bonds, then, and in that event, the pledge of and lien on the Plecged Revenues in favor of the Registered Owners of such Bonds shall be no longer in effect. For p arposes of the preceding sentence, deposit of noncallable Defeasance Obligations in irrevocable trust with a banking institution or trust company, for the sole benefit of the Registered Owners of s'~ch Bonds, in respect to which such Defeasance Obligations, the principal and interest received will be sufficient, without reinvestment, in the opinion of a Verification Agent to make timely payment of the principal of, interest, and redemption premiums, if any, on such outstanding Bonds designated to be defeased, and receipt of an opinion of Bond Counsel to the effect that such deposit (1) satisfies the requirements of the Bond Resolution for a 9874V2~28902-00116/R-AWARD/DELE 37 defeasance and (2) has no adTerse effect on the exclusion from gross income for federal income tax purposes of interest on the Refunded Bonds, shall be considered "provision for payment". Nothing herein shall be deemed to require the County to call any of the Outstanding Bonds for redemption prior to maturity pursuant lo any applicable optional redemption provisions, or to impair the discretion of the County in determining whether to exemise any such option for early redemption. Notwithstanding the foregoing, (a) amounts paid by a Credit Facility Issuer shall not be deemed paid for the purposes of this Section and shall remain due and owing hereunder until paid in accordance with the Bond R2solution; and (b) no defeasance shall be deemed to occur hereunder with respect to the County's obligation to pay Reserve Account Credit Facility Costs as long as any such costs are due and owing under the Guaranty Agreement. The Bond Insurer for the Series 2003 Bonds shall be provided at least fifteen (15) days' advance notice of any advance refunding of the Series 2003 Bonds. Section 6.09. No Recourse. No recourse shall be had for the payment of the principal of, premium, if any, and interes- on the Bonds, or for any claim based thereon or on this resolution, against any present or former member or officer of the Board or any person executing the Bonds. Section 6.10. Modification Or Amendment. (A) No material modification or amendment of this resolution or of any :esolution amendatory hereof or supplemental hereto, adverse to the interests of the Registered Owners, may be made without the consent in writing of the Registered Owners of fifty-one percent (51%) or more in principal amount of the Bonds then Outstanding. (B) The County, from time to time and at any time and without the consent or concurrence of any Registere.:l Owners of any Bonds, may adopt a resolution amendatory hereof or supplemental hereto, if the pr~visions of such supplemental resolution shall not adversely affect the rights of the Registered Owners of the Bonds then outstanding, for any one or more of the following purposes: (1) to make any changes or corrections in this resolution which the County shall have been advised by counse are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or omission or mistake or manifest error contained herein, or to insert in this resolution such provisions clarifying matters or questions arising hereunder as are necessary or desirable; (2) to add additional covenants and agreements of the County for the purpose of further securing the payment of the Bonds; (3) to sun~nder any fight, power or privilege reserved to or conferred upon the County by the terms hereof; (4) to confirm by further assurance any lien, pledge or charge created or to be created by the provisions heroof; 9874V2/28902-00116/R-AWARD/DELE 38 (5) to grant to or confer upon the Registered Owners any additional right, remedies, powers, authority or security that lawfully may be granted to or conferred upon them; (6) to assure compliance with the Code; (7) to provide such changes which, in the opinion of the County, based upon such certificates and opinions of Independent Certified Public Accountant, Bond Counsel, financial advisors or other appropriate advisors as the County may deem necessary or appropriate, will not materially adversely affect the security of the Registered Owners, including, but not limited to, such changes as may be necessary in order to adjust the terms hereof so as to facilitate the issuance of other types of obligations, including, but not limited to, bonds, notes, certificates, warrants or other evidences of indebtedness, w ~ich are Subordinated Debt; (8) to modify any of the provisions of this resolution in any other respects, provided that such modificat.on shall not be effective (a) with respect to the Bonds outstanding at the time such amendatory or supplemental resolution is adopted or (b) shall not be effective (i) until the Bonds Outstanding at the time such amendatory or supplemental resolution is adopted shall cease to be Outstanding or (ii) until the Registered Owners thereof consent thereto. (C) The foregoing provisions of (A) and 03) notwithstanding, (1) no consent of any Registered Owners shall be required with respect to modification or amendment as to which modification or amendment t ~e Credit Facility Issuer has provided its prior written consent and (2) no modification or amendment pursuant to paragraph (A) above shall be effective without the prior written consent to such modification or amendment of the Credit Facility Issuer, and (3) no modification or amendment shall (x) permit a change in the maturity of such Bonds, a reduction in the rate of interest thereon, a -eduction in the amount of the principal obligation represented thereby or a reduction in the redemption premium required to be paid in connection with any optional redemption thereof; or (y) eif~er affect the unconditional promise of the County to pay the principal of and interest on the Bonds, as the same shall become due, fi.om the Pledged Revenues, or reduce the percentage of Registered Owners of Bonds above required to consent to such material modifications or amendments, in either case (x or y) without the consent of the Registered Owners of all such Bonds. A notice and a copy of any amendment or modification shall be sent to each Credit Facility Issuer and to each Rating Agency at least 20 days prior to the execution or adoption thereof. Section 6.11. Severability Of Invalid Provisions. If any one or more of the covenants, agreements or provisions of fils 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 pre visions of, and in no way affect the validity of, all the other provisions of this resolution or of the Bonds. 9874V2/28902-00116/K-AWARD/DELE 39 Section 6.12. Repea ing 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. 9874V2/28902-001 [6/R-AWARD/DELE Section 6.13. Effective Date. This resolution shall take effect immediately upon its adoption. Passed and Adoptec this 15th day of July 2003, at a regular meeting duly called and held. (SE d ) ATTEST: ~..~.C~.~ Clerk of the Board ST. LUC1E COUN~A By: /~ .... Chairman of tl~6 Board of County Commissioners STATE OF FLO,~IDA ST. LUCIE COUNTY THIS IS TO CERTIFY THAT THIS tS A' TRUE AND CORRECT COPY OF THE ORIGINAL APPROVED AS TO FORM AND CORR~TNESS: ',~-~" ~~~~htt°m~:f Deputy Clerk 9874V2/28902-00116/R-AWARD~DELE 41 No. EXHIBIT A FORM OF BOND UNITED STATES OF AMERICA STATE OF FLORIDA ST. LUCIE COUNTY SALES TAX RE~ING AND IMPROVEMENT REVENUE BOND SERIES 2003 [FORM OF FIRST PARAGRAPH OF CURRENT INTEREST PAYING BOND] RATE OF 1NTERERT % MATI IRITY DATE October 1, DATE OF TS,qI IE July 15, 2003 CI LqlP 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 speci al funds hereinafter mentioned, on the Maturity Date specified above, the principal sum shown above, upon presentation and surrender hereof at the corporate trust office of The Bank of New York Trust Company of Florida, N. A., Jacksonville, Florida, as Bond Registrar and Paying Agent, and to pay solely from such funds, interest thereon from the date of this Bond or from the most re :ent Interest Payment Date to which interest has been paid, whichever is applicable, at the rate per annum set forth above such interest to the maturity or prior redemption hereof being payable on Aprl 1, 2004, and semiannually thereafter on October 1 and April 1 of each year by check or draft mailed 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 registration books of the County kept by the Bond 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. [FORM OF FIRST PARAGRAPH OF COMPOUNDING INTEREST BOND] APPROXIMATE MATURITY DATE OF YI~1,1-) D~ TE IRRI F~ % Octo ~er 1, July 15, 2003 PRINCIPAL AMOUNT AT ISSUANCE PER $5,000 MATURITY A MC)I INIT REGISTERED OWNER: MATURITY AMOUNT: KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida (the "County"), for value received, hereby pDmises to pay to the Registered Owner designated above, or registered assigns, solely from the spec al funds hereinafter mentioned, on the Maturity Date specified above, the Maturity Amount shown above, upon presentation and surrender hereof at the corporate trust office of The Bank of New York Trust Company of Florida, N. A., Jacksonville, Florida, as Bond Registrar and Paying Agent; provided, that for any Registered Owner of One Million Dollars ($1,000,000) or more in prircipal 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 Mat arity Amount and premium, if any, of this Bond are payable in lawful money of the United States o 'America. [FORM OF REMAINING PARAGRAPHS FOR ALL BONDS] This Bond is payable from and secured solely by a lien upon and pledge of(i) the proceeds of the Local Govemment Ha f-Cent Sales Tax Revenues, when, as and if distributed to the County pursuant to Chapter 218, Part VI, Florida Statutes, (ii) moneys on deposit in certain funds and accounts established pursuant to the Bond Resolution (hereinafter defined), and (iii) certain Investment Eamings (collectively, the "Pledged Revenues"), all as defined and provided in Resolution No. 03-137 adopt :d by the Board of County Commissioners (the "Board) of the County on June 24, 2003, as supplemented by Resolution No. 03-163, adopted by the Board on July 15, 2003 (collectively, the "Bonc Resolution") hereinafter referred to. This Bond does not constitute a general obligation or indebtedness of the County, and it is expressly agreed by the Registered Owner of this Bond that sucl:. 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 said Bond Resolution. 2 This Bond is one cf an authorized issue of 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 to finance (a) the acquisition and construction of certain capital improvements within the County, (b) the refunding of the County's outstanding Sales Tax Refunding Revenue Notes, Series 1994, (c) the funding of a Reserve Account for the Series 2003 Bonds through the purchase of a Surety Bond, and (d) payment of the costs of issuance of the Series 2003 Bonds, all under the authority of and in full compliance with Chapter 166, Florida Statutes, and other applicable provisicns of law, and the Bond Resolution, and is subject to all the terms and conditions of the Bond Reso ution. Capitalized terms used herein shall have the meaning specified in the Bond Resolution. The County has entered into certain covenants with the Registered Owners of the Bonds of this issue 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 from and secured by a lien upon and pledge of the Pledged Revenues on a parity with the Bonds of this issue and series, upon compliance with certain concitions set forth in the Bond Resolution. The County has also reserved the right to defease the lien of the Bonds of this issue upon the Pledged Revenues upon making provision for payment of the Bonds as provided in the Bond Resolution. [Insert Redemption P:ovisions] Notice of such redemption s~ all be given in the manner provided in the Bond Resolution. This Bond is and ha~ all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code-5nvestment 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 a~-eed that this Bond shall be and have all the qualities and incidents of negotiable insmunents under the laws of the State of Florida. It is further agreed b.-tween the County and the Registered Ownm' of this Bond, that this Bond and the obligation evicenced hereby shall not constitute a lien upon the 2003 Project or any part thereof, or on any other property of or in the County, but shall constitute a lien only on the Pledged Revenues, in the manner provided in the Bond Resolution. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed ~recedent to and in the issuance of this Bond, exist, have happened and have been performed in regu ar 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 Bonds of which this Bond is one, doss not violate any constitutional or statutory limitation. This Bond shall not ye valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the Certificate of Authentication hereon shall have been executed by the Bcnd 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 Board, either manually or with his facsimile signature, and the corporate seal of the County or Board, or a facsimile thereof to be affixed hereto or imprinted *r reproduced hereon, and the foregoing attested by the manual or facsimile signature of the Clerk or Deputy Clerk, all as of the Date of Issue above. (SEAL) ST. LUCIE COUNTY, FLORIDA ATTEST: By: Chairman By: Clerk BOND REGrSTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one o-' the Bonds of the issue described in the within-mentioned Bond Resolution. THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N. A. As Bond Registrar By Authorized Signature Date o f Authentication: STATEMENT OF INSURANCE 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 - TEN ENT - JT TEN - as tenants in common as tenants by the entireties as joint tenan :s with right of survivorsh.p and not of tenants in corunon UNIF GIF MIN ACT - Custodian for (Cust.) (Minor) Additional abbreviations may also be used although not listed above. ASSIGNMENT FOR VALUE RECEDED, the undersigned sells, assigns and transfers to (Please insert S )cial 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 in institution which is a p~rticipant in the Securities Transfer Agent I¥~edallion 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) EXHIBIT B CONDITIONS OF AWARD The conditions to exercise of the authority to execute the Purchase Contract are as follows: (A) The Purchase Contract shall be executed on or before August 15, 2003. 03) The Purchase Contract shall be executed by and on behalf of the County by the County Administrator in sulc stantially the form approved by the County Administrator upon the advice of Bond Counsel and the County Attorney, the execution of the Purchase Contract for and on behalf of the County by the County Administrator being conclusive evidence of the approval of any such changes, insertions, omissions or filling in of blanks. (C) The aggregate principal amount (without regard to any original issue discount or premium) of the Series 2003 Bonds to be sold shall not exceed the aggregate principal amount of $67,000,000. (D) The purchase 3rice for the Series 2003 Bonds shall be equal to not less than 99% of the aggregate principal amount of the Series 2003 Bonds (without regard to original issue discount or premium), plus accrued int ,rest from their dated date to their date of delivery. (E) The tree interest cost rate on the Series 2003 Bonds shall not exceed 4.75% per (F) The County s? all have received a disclosure statement from the Underwriter, setting forth the information required by Section 218.385, Florida Statutes, as amended. (G) The Underwriter shall have delivered to the County its good faith deposit in an amount equal to not less than ane percent (1%) of the par amount of the Series 2003 Bonds. (H) The Series 2003 Bonds shall be subject to redemption at the option of the County no later than 10 years from their date, and at a redemption price not greater than 102% of the principal amount redeemed. (1) Such other coaditions as shall be deemed necessary by the County Administrator with the advice of Bond Counsel and the County Attorney. 9874V2/28902-00116/R-AWARD/DELE EXHIBIT C COMMITMENTS 9874V2/28902-00116?R-AWARD/DELE C-1 EXHIBIT D PI~ELIMINARY OFFICIAL STATEMENT 9874V2/28902-00116/R-AWARD~DELE D-1 EXHIBIT E BOND PURCHASE CONTRACT 9874V2/28902-00116/R-AWARD/DELE E-1 Draft dated 3 July 2003 $ ST. LUCIE COUNTY, FLORIDA SALES TAX 1EFUNDING AND IMPROVEMENT REVENUE BONDS SERIES 2003 BOND PURCHASE AGREEMENT July 16, 2003 St. Lucie County, Florida 2300 Virginia Avenue Fort Pierce, Florida 34982-5652 Ladies and Gentlemen: The undersigned, R3C Dain Rauscher Inc. (the "Representative ") acting on its own behalf and on behalf of tke other underwriters listed on Schedule I hereto (collectively, the "Underwriters"), and not acting as fiduciary or agent for you, offers to enter into the following agreement (this "Agreement") with St. Lucie County, Florida (the "County") which, upon the County's written acceptance of this offer, will be binding upon the County and upon the Underwriters. This offer is made subject to the County's written acceptance hereof on or before 5:00 p.m., Eastern time, on .-uly 16, 2003, and, if not so accepted, will be subject to withdrawal by the Underwriters upon rotice delivered to the County at any time prior to the acceptance hereof by the County. Capi' alized terms not otherwise defined in this Agreement shall have the same meanings ascribed to them in the Bond Resolution (as defined herein) or in the Official Statement (as defined herein). Inasmuch as this purchase and sale represents a negotiated transaction, the County understands, and hereby confirms, that the Underwriters are not acting as a fiduciary of the County, b~t rather are acting solely in their capacity as Underwriters for their own account. The Representative has been duly authorized to execute this Agreement and to act hereunder. Section 1. Purchase, Sale and Delivery of Bonds. (a) On the basis of the representations, warranties and agreements contained herein, but subject to the terms and conditions herein set forth, and the maturities and interest rates as shown on Schedule II hereto, at the closing of this Purchase Agreement (the "Closing"), the Representative hereby agreed to purchase from the County for reoffering to the public, and the County hereby agrees to sell to the Representative for such purpose, all (but not less than all) of the aggregate principal amount of $ Sales Tax Refunding and Improvement Revenue Bonds, Series 2003 (the "Sertes 2003 Bonds"). (b) The Series 2003 Bonds are authorized and issued under Chapter 125, Florida Statutes, Ordinance No. 87-77 of the County, as amended by Ordinance No. 95-06, and other applicable provisions of law (the "Act"), and Resolution 03- , adopted by the Board of County Commissioners (the "Board") __, 2003, as supplemented by Resolution No. 03- , adopted Draft dated 3 July 2003 by the Board on ,2003 (collectively, the "Bond Resolution"). The Series 2003 Bonds are being issued to provide 5unds for the purpose of (i) refunding the County's outstanding Sales Tax Refunding Revenue Bonds, Series 1994, dated January 1, 1994, maturing on and after October 1, 2004 (the "Refunded Bonds"), (ii) financing the costs of acquisition and construction of certain capital improvements, including correctional facilities within the County (the "Project"), (iii) funding a Reserve Account for the Series 2003 Bonds in an amount equal to the Reserve Account Requirement and (iv) paying the costs of issuance of the Series 2003 Bonds. (c) The Series 2~03 Bonds shall be dated, shall mature on and shall be subject to redemption on the dates an~ in the amounts set forth in Schedule H hereto, all as set forth in the Official Statement. The purchase price for the Series 2003 Bonds shall be [$ .] plus interest accrued on the Series 2003 Bonds from the dated date of the Series 2003 Bonds to the date of the Closing Date (~s hereinafter defined). The discount of [$. ] represents an underwriting discount of [$ ] and an original issue discount of [$. ] ]. (d) The County will deliver the Series 2003 Bonds to the Representative as set forth below against payment of the purchase price therefor by wire transfer of immediately available funds to the office of the County or such other place as the County shall advise the Representative at or before 1:00 PM, Eastern, time, on the Closing Date. The Series Bonds so to be delivered will be delivered through the "FAST" System of registration in definitive form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") and duly executed and authenticated by the County. (e) The Closing of the sale of the Series 2003 Bonds will be held on July 31, 2003 (the "Closing Date") at 10:00 a.m., Eastern time, at the offices of the County on the Closing Date, or at such other place or time as have been mutually agreed upon by the County and the Representative. The Series 2003 Bonds will be initially delivered at the Closing as a single definitive bond for each maturity registered to the name of Cede & Co., as nominee for The Depository Trust Company. (h) The Representative herewith delivers to the County a Disclosure and Truth-in- Bonding Statement in the form attached hereto as Exhibit A, submitted in compliance with Section 218.385, Florida Statutes, as amended. (i) Delivered to tae County herewith as a good faith deposit is a check payable to the order of the County in clearing house funds in the amount of [$ ]. In the event you accept this offer, such check shall be held uncashed by you until the time of Closing, at which time such check shall be returned uncashed to the Representative. In the event that the County does not accept this Agreement, such check will be immediately returned to the Representative. Should the County fail to deliver the Series 2003 Bonds at the Closing, or should the County be unable to satisfy the condilions of the obligations of the Underwriters to purchase, accept delivery of and pay for the Series 2003 Bonds, as set forth in this Agreement (unless waived by the Representative), or should such obligations of the Underwriters be terminated for any reason permitted by this Agreement, such check shall immediately be returned to the Representative. In 2 Draft dated 3 July 2003 the event that the Underwri:ers fail (other than for a reason permitted hereunder) to purchase, accept delivery of and pay t'or the Series 2003 Bonds at the Closing as herein provided, such check shall be cashed and the amount thereof retained by the County as and for fully liquidated damages for such failure o' the Underwriters, and, except as set forth in Sections 8 and 11 hereof, no party shall have ~ny further rights against the other hereunder. The Underwriters and the County understand that in such event the County's actual damages may be greater or may be less than such amount. Acoordingly, the Underwriters hereby waive any right to claim that the County's actual damages are less than such amount, and the County's acceptance of this offer shall constitute a waiver o:' any right the County may have to additional damages from the Underwriters. Section 2. Public O 'fering. The Underwriters agree to make a bona fide public offering of all of the Bonds at a price not to exceed the public offering price set forth on the cover of the Official Statement and may subsequently change such offering price without any requirement of prior notice. The Underwrilers may offer and sell Bonds to certain dealers (including dealers depositing Bonds into inveslment trusts) and others at prices lower than the public offering price stated on the cover of the Of Scial Statement. Section 3. Documerts. On or prior to the Closing Date, the Representative shall have received the following: (a) A certifiec copy of the Bond Resolution; (b) The final Official Statement of the County relating to the Series 2003 Bonds (the "Official Statement"); (c) The Preliminary Official Statement of the County relating to the Series 2003 Bonds dated July __, 2003 (the "Preliminary Official Statement"); (d) The Escrow Deposit Agreement dated as of July 1, 2003 between the County and [. ] as the Escrow Holder (the "Escrow Agreement"), duly executed and delivered by the County and Escrow Holcer; and (e) The Veri:ication Report date as of July 1, 2003. The documents described in (a) through (e) above, together with any and all other documents executed and del.vered by, or provided on behalf of, the County to the Representative in connection with the execution and delivery of the Series 2003 Bonds are sometimes collectively referred to as the "County Documents." Section 4. Offering and Authorization. (a) The County hereby authorizes the use of the Official Statement and ratifies and authorizes the u~e of the Preliminary Official in connection with the offer, sale and distribution of the Series 2003 Bonds. 3 Draft dated 3 July 2003 (b) The County acknowledges that the Representative is required to comply with the requirements of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule") in connection with the offer and sale of the Series 2003 Bonds and each agrees to with the Representative so as to enable the Representative to comply with the Rule. (c) The Rep:esentative agrees to file the Official Statement with at least one (I) Nationally Recognized Municipal Securities Information Repository ("NRMSIR") which has been so designated by the Securities and Exchange Commission pursuant to Rule 15c2-12 not later than two (2) business days after the Closing and will furnish a list of the names and addresses of each such NRMSIR receiving a copy to the County. The Representative also agrees to file two (2) copies of th2 Official Statement and two (2) copies of completed form G-36, including the CUSIP number or numbers for the issue, with the MSRB not later than one (1) business day after receipt o:' the Official Statement from the County or its designated agent but no later than ten (10) business days after the execution hereof. (d) If, during the period from the date hereof to and including the earlier of(i) the date 90 days from the end of the underwriting period (the end of the underwriting period to be specified in writing by the Representative to the County and the County) and (ii) the date as of which the Official Statemer.t is available to any person from a NILMSIR, but in no case less than twenty-five (25) days following the end of the underwriting period, any event occurs as a result of which the Official Statement as then amended or supplemented might include an untrue statement of material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the County shall promptly notify the R:presentative thereof and shall (at the sole cost and expense of the County), upon the request of the Representative, prepare and deliver to the Representative as many copies of an amendmmt or supplement which will correct such statement or omission as the Representative may reasonably request. (e) In adcition to the Preliminary Official Statement, the County will cause to be prepared a final printed Official Statement. On or before the date which is seven (7) business days after the date hereof (or such earlier date as is necessary to accompany any confirmation that requests payment for a Series 2003 Bond), the County agrees to deliver or cause to be delivered to the Representative, at the sole cost and expense of the County, as many copies of the Official Statement as the Re,resentative reasonably requests. Section 5. Representations and Warranties of the County. The County hereby represents and warrants to and covenants with the Representative, and the County as follows: (a) The County is, and will be at the date of Closing, validly existing as a political subdivision of the State of Florida (the "State") with powers and authority set forth in Chapter 125, Florida Statues, the Resolutions and other applicable law (sometimes collectively the "Act"), and has full legal right, power and authority under the Act, and at the date of the Closing will have full legal right, power and authority under the Act and the Bond Resolution (i) to enter into, execute and :leliver this Agreement, the Bond Resolution and the Continuing Disclosure Undertaking in compliance with the Rule (the "Undertaking") and all documents required hereunder and thereunder to be executed and delivered by the County (this Agreement, 4 Draft dated 3 July 2003 the Bond Resolution, the Undertaking and the other documents referred to in this clause are hereinafter referred to as the "County Documents"), (ii) to sell, issue and deliver the Bonds to the Underwriters as provided herein, and (iii) to carry out and consummate the transactions contemplated by the Count3 Documents and the Official Statement. (iv) to refund the Refunded Bonds and (v) to finance tae costs of acquisition and/or construction of the Project, and the County has complied, and will at the Closing be in compliance in all respects, with the terms of the Act and the County Documents as they pertain to such transactions; (b) To the best of the County's knowledge, no consent, approval, authorization or order of any court or governmental body is required for the consummation by the County of the transactions contemplated by this Agreement, the County Documents or the Official Statement, except sach as have already been obtained on or prior to Closing or as may be required under the state securities or "Blue Sky" laws in connection with the purchase and distribution of the Series 2¢03 Bonds by the Representative. The County covenants and agrees with the Representative to cooperate with the Representative and its counsel in any endeavor to qualify the Series 2003 Bords for offering and sale under the securities or "Blue Sky" laws of such jurisdictions of the United States of America as the Representative may request; provided that, in no event will the Ccnnty be obligated to take any action that would subject it to service of process in any state wher.~ it is not now so subject, nor will the County be required to qualify to do business in any other jurisdiction. (c) Neither the execution and delivery of the Series 2003 Bonds, the County Documents, or this Agreement, nor compliance with the provisions thereof by the County, conflicts with or will resu t in a breach of or default under (i) any indenture, mortgage, commitment, note or other a~eement or instrument to which the County is a party or by which it is bound, (ii) the Act or any judgment, order or decree of any court having jurisdiction over the County or (iii) to the best of the County's knowledge, any other law, rule, regulation or ordinance or judgment, order or decree of any court or governmental agency or body having jurisdiction over the County or any of its activities or properties. (d) (i) At or prior to the Closing, the County will have taken all action required to be taken by it to authorize the issuance and delivery of the Series 2003 Bonds and the performance of its obligations thereunder; (ii) the County has, and at the Closing will have, full legal right, power and County to enter into this Agreement and to perform its obligations hereunder and to carry out and effectuate the transactions contemplated hereby, and at the Closing will have full legal right, power and County to enter into the County Documents and to perform its obligations thereunder and to carry out and effectuate the transactions contemplated thereby and by the Official Statement; (iii) at or prior to the Closing, the Series 2003 Bonds and the County Documents wi 1 have been duly authorized and (assuming due authorization, execution and delivery by t~e other parties thereto) when executed, will constitute valid and binding obligations of the County enforceable in accordance with their respective terms against the parties thereto, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and o:her similar laws relating to or affecting creditors' rights generally or court decisions with respect thereto and the availability of equitable remedies; (iv) this Agreement has been duly executed and delivered and (assuming due authorization, execution 5 Draft dated 3 July 2003 and delivery by the other parties thereto) constitutes a valid and binding obligation of the County, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other simi ar laws relating to or affecting creditors' rights generally or court decisions with respect there :o and the availability of equitable remedies; and (v) the County has duly authorized the consummation by it of all transactions contemplated by this Agreement. (e) The information set forth in the Official Statement as of the date thereof and at all times subsequent thereto up to and including the Closing Date does not, and will not, contain any untrue statement of a material fact or omit to state a material fact relating to the County required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) The County will apply the proceeds from the sale of the Series 2003 Bonds as specified in the Official Statement. (g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, pending or, to the knowledge of the County, threatened against or affecting the County (or, to the knowledge of the County, any meritorious basis therefor) or before or by any other court, public board or body, for which the County has received actual notice (i) attempting to limit, enjoin or otherwise :estrict or prevent the County from functioning, or contesting or questioning the existence of the County or the titles of the present officers of the County to their offices or (ii) wherein an unfavorable decision, ruling or finding would adversely effect (A) the existence or powers of the County, (B) the financial position of the County, (C) the exclusion of interest on the Series 2003 Bonds from the gross income of the recipient thereof pursuant to the Internal Revenue Code o.-' 1986, as amended (the "1986 Code"), (D) the transactions contemplated by the County Documents or hereby, or (E) the validity or enforceability of the Series 2003 Bonds, the County Documents, this Agreement or any agreement or instrument to which the County is a party and which is used or contemplated for use in the consummation of the transactions contemplate.] hereby or by the aforesaid documents. (h) Since December 31, 1975, except as disclosed in the Preliminary Official Statement and the Official Statement, there have been no defaults by the County in the payment of principal of, premium, if any, or interest on, or otherwise with respect to, any bonds, notes or other obligations which it has issued, assumed or guaranteed as to payment of principal, premium, if any, or interest, except for defaults which the County has, in good faith, pursuant to Section 517.051, Florida Statutes, determined would not be considered material by a reasonable investor in the Series 2003 Bonds. (i) With resp~t to the issuance of the Series 2003 Bonds and the transactions contemplated in the Official '3tatement, to the best of the knowledge of the County, (i) the County is not in material breach or default under any 6 Draft dated 3 July 2003 (A) constitutional provision, law or administrative regulation of the County, the State or the United States of America, or any board, commission or agency, if any, thereof', (B) judgment or decree of any court, board, commission or agency of the County, the State or the United States of America; (C) loan agreement, indenture, bond, note resolution, agreement or other material instnmaent to which the County is a party or to which the County, or any of its property or assets, is otherw se subject, including but not limited to, the Bond Resolution, the County Documents and this Agreement; (ii) nc event has occurred or is continuing which, with the passage of time, the giving of notice, or both, would constitute a material breach of or event of default under any such provisions, laws, regulations, judgments, decrees or instruments; (iii) tl' e execution and delivery of the Series 2003 Bonds, this Purchase Contact, and County Documents, and the adoption or enactment, as the case my be, of the Bond Resolution and compliance with the provisions on the part of the County therewith, shall not: (A) conflict with or constitute a breach of or default under any (1) constitutional provision, law or administrative regulation of the County, the State or the United States of America, or any board, commission or agency, if any, thereof; (2) judgment or decree of any court, board, commission or agency of the County, the State or the United States of America; or (3) loan agreem:nt, indenture, bond, note resolution, agreement or other material instrument to which the Couaty is a party or to which the County, or any of its property or assets, is otherwise subject, including but not limited to, the Bond Resolution, the County Documents and this Agreement; or (B) result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the County or under the term s of any such law, regulation or instrument, except as provided in the Series 2003 Bonds, the Bond Resolution and as set forth in the Official Statement; and (iv) no event has occurred or is continuing which, with the passage of time, the giving of notice, or both, would constitute a material breach of or event of default under, by any parties other than the County, under any agreement with in respect of the Series 2003 Bonds, and the transaclions contemplated in the Official Statement, or any material instrument to which the County is a party. (j) The Series 2003 Bonds, when issued, executed and delivered in accordance with the Bond Resolution and sold to the Underwriters as provided herein, shall be duly authorized and validly issued outstanding obligations of the County, entitled to the benefits of the Bond Resolution; ant upon such issuance, execution and delivery, the Bond Resolution shall provide for the benefits of the registered owners of the Series 2003 Bonds, a legally valid Draft dated 3 July 2003 and binding pledge and lien of the Pledged Revenues pledged to the payment thereof, subject only to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors, rights generally and court decisions with respect thereto, and the avai ability of equitable remedies. (k) At the time of the execution and delivery of this Agreement and at all times subsequent thereto upon to and including the Closing Date, other than as disclosed in the Official Statement the Coun :y shall not have incurred any long-term debt secured by the Pledged Revenues. Section 6. Conditions to Obligations of the Representative. The obligation of the Underwriters to purchase ard pay for the Series 2003 Bonds and the obligation of the County to sell the Series 2003 Bonds shall be subject to the following conditions precedent: (a) The representations and warranties of the County and the representations and warranties made herein an~ in each of the Bond Documents by the respective parties thereto shall be true, correct and complete, in all material respects, on the date hereof and on the Closing Date, as if made on the Closing Date. The County shall have performed all of its obligations hereunder and the statemerts by the County hereunder shall be true and correct on the date hereof and on the Closing Date, as if made on the Closing Date, and the County shall deliver a certificate to such effect. Tt'e Official Statement (as the same may be amended or supplemented with the written approval o ' the Representative) on the dates thereof and on the Closing Date shall be true, correct and complete in all material respects and shall not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) Except as may have been agreed to by the Representative as of the Closing Date, each of the County Documents, the Agreement, the Bond Resolution and all other official action of the County relating thereto shall be in full force and effect and shall not have been amended, modified or supplemented, and the Official Statement shall not have been amended or supplemented. (c) The County shall have received the approving opinion of Squire, Sanders & Dempsey, L.L.P, Bond CouNsel, and the Representative shall have also be an addressee of said opinion or received a letter from said firms, dated the Closing Date and addressed to the Representative, to the effect that the Underwriters may rely upon such firm's opinions as if they were addressed to them. (d) No default or event of default (as defined in any of the County Documents) shall have occurred and be continuing, and no event shall have occurred and be continuing which, with the lapse of time or the giving of notice or both, would constitute such a default or event of default. (e) No material adverse change shall have occurred, nor shall any development involving a prospective material and adverse change in, or affecting the affairs, business, Draft dated 3 July 2003 financial condition, results of operations, prospects or properties (including the Project) off the County have occurred. (f) On or prior to the Closing Date, all actions required to be taken as of the Closing Date in connection with the Series 2003 Bonds, the Bond Resolution and the County Documents by the County saall have been taken, and the County shall each have performed and compiled with all agreemerts, covenants and conditions required to be performed or complied with by this Agreement, the Series 2003 Bonds, the Bond Resolution and the County Documents, and the County shall deliver a certificate to such effect. (g) The County Documents in forms exhibited to the Representative on the date hereof with only such changes as the Representative may approve as evidenced by its payment for the Series 2003 Bonds, shall have been executed and delivered by each of the respective parties thereto, and each oftae County Documents and shall be in full fome and effect. (h) None of the events referred to in Section 7 of this Agreement shall have occurred, unless waived in writing by the Representative. (i) The Representative shall have received a certificate, dated the Closing Date and signed on behalf of the County, to the effect that: (i) Except as disclosed in the Official Statement, the County has not received notice of any pencing, nor to the County's knowledge is there any threatened action, suit, proceeding, inquiry or investigation against the County, at law or in equity, by or before any court, public board or body, nor to the County's knowledge is there any basis therefor, affecting the existence of the County or the titles of its officials to their respective offices, or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 2003 Bonds or the pledge of revenues or assets of the Zounty pledged or to be pledged to pay the principal of and interest on the Series 2003 Bonds, or in any way materially adversely affecting or questioning (a) the use of the Official Statement, the use of the proceeds of the Series 2003 Bonds to finance the Project, (b) the validity or enforceability of the Series 2003 Bonds, any proceedings of the County taken with respect tc the Series 2003 Bonds or any of the County Documents to which it is a party, (c) the tax-exeml:t status of the interest on the Series 2003 Bonds or the accuracy or completeness of the Officia Statement, (d) the execution and delivery of this Agreement or the Series 2003 Bonds, or (e) -he power of the County to carry out the transactions on its part contemplated by this Agreement, the Series 2003 Bonds, the Official Statement or any of the County Documents to which the County is a party; (ii) to the best knowledge and belief of the persons signing the certificate, information in the Official Statement does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements describing the County contained therein, in light of the circumstances under which they were made, not misleading; and (iii) t ~e County has complied with all the covenants and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date, and the 9 Draft dated 3 July 2003 representations and warranties of the County contained herein and in each of the County Documents to which it is a party are true and correct as of the Closing Date. (j) The Representative shall have received an opinion of Counsel to the County in form and substance satisfactory to the Representative and its counsel. (k) Evidence (including opinions of counsel and certificates of authorized officers) satisfactory to eac ~ of the Representative that the scheduled payment of principal of and interest on the Series 9003 Bonds will be insured by __ ( .... or "Bond Insurer") under a policy of municipal 3ond insurance. (1) Each of the Representative shall have received written evidence that Standard & Poor's, a division of the McGraw-Hill Companies and Fitch, Inc. (the "Rating Agencies") have each issued a rating of"AAA" with respect to the Series 2003 Bonds, and as of the Closing Date, the rating shall not have been withdrawn or lowered. (m) The Cotmty shall have delivered a certificate dated the Closing Date, with respect to the facts, estimates and cimumstances and reasonable expectations pertaining to Section 148 of the 1986 Code to support the conclusion that none of the Series 2003 Bonds will be an "arbitrage bond." (n) The Rep:esentative shall have received a certificate dated as of the Closing Date executed by an authorized officer of Bank of New York Trust Company of Florida, N.A., , Florida (the "Bank"), as Escrow Holder, to the effect that: (i) the Bank is a national banking association duly organized, validly existing under the laws of the United States of America and is duly authorized to exercise trust powers in the State of Florida; (ii) the Bank has all requisite authority, power, licenses, permits and franchises, and has full corporate power and legal authority to perform its functions under the Bond Resolution and the Escrow Agreement; (iii) the performance by the Bank of its functions under the Bond Resolution, and the Escrow Agreement will not result in any violation of the Articles of Association or Bylaws of the Bank, any court order to which the Bank is subject or any agreement, indenture or othe: obligation or instrument to which the Bank is a party or by which the Bank is bound, and no approval or other action by any governmental authority or agency having supervisory authority over the Bank is required to be obtained by the Bank in order to perform its functions under the Bond Resolution, and the Escrow Agreement; and (iv) to the best of such authorized represemative's knowledge, there is no action, suit, proceeding or investigation at law or in equity before any court, public board or body pending or, to their knowledge, threatened against or affecting the Bank wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto is likely to 10 / Draft dated 3 July 2003 materially and adversely affect the ability of the Bank to perform its obligations under the Bond Resolution, and the Escrow Agreement. (o) The Representative shall have received (i) a copy of the [credit enhancement document] together with an opinion of counsel to [the credit enhancer] in form and substance satisfactory to the Representative; (ii) a certificate of [the credit enhancer] with respect to the accuracy of statements contained in the Dfficial Statement regarding the [credit enhancement document] and [the credit enchaner] and the due authorization execution issuance and delivery of the [credit enhancement document]; (iii) a copy of a special report prepared by [ ] , independent certified public accountant~, addressed to the Issuer, Bond Counsel and the Underwriters, verifying (A) the arithmetical computations of the adequacy of the maturing principal and interest on the Federal Securities and uninvested cash on hand under the Escrow Agreement to pay, when due, the principa- of and interest on the Refunded Bonds, and (B) the computation of the yield with respect to the :ederal and the Bonds; (iv) a certificate of the Escrow Holder with respect to the Refunded Bonds to the effect that moneys or Federal Securities sufficient to effectuate the refunding of the Refunded Bonds have been received and that such moneys or Federal Securities have been deposited in an escrow fund under the Escrow Agreement; and (v) an opinion of Bond Counsel to the effect that such advance refunding will not have an adverse impact on the federal tax-exempt status of interest on the Refunded Bonds. (p) The Representative shall have received such additional legal opinions, certificates, proceedings, instruments and other documents as the Representative or Bond Counsel may reasonably req ~est. If any conditions tc the obligations of the Representative are not satisfied and the satisfaction of such conditions shall not be waived by the Representative, then, at the option of the Representative (i) the C osing Date shall be postponed for such period, not to exceed seven (7) days, as may be necessary for such conditions to be satisfied, or (iithe obligations of each of the Representative, and the County under this Agreement shall terminate, and neither the Representative, nor the County shall have any further obligations or liabilities hereunder, except as set forth in sections 8 and 11 hereof. All of the legal opiaions, certificates, proceedings, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Representative and the County. 11 Draft dated 3 July 2003 Section 7. Termination. The Representative shall have the right to terminate this Agreement, including obligations of the Underwriters to purchase the Series 2003 Bonds, and upon such termination, the obligation hereunder of the Underwriters to purchase the Series 2003 Bonds shall terminate by written notice to the County, if at any time subsequent to the date hereof and on or prior to the Closing Date: (a) (i) Legis ation shall have been enacted by the Congress, or recommended to the Congress for passage by the President of the United States or the Department of the Treasury of the United States or the Internal Revenue Service or any member of the United States Congress, or favorably reported for passage to either House of the Congress by any Committee of such House to which such legislation has been referred for consideration; or (ii) a decision shall have been rendered by a court established under Article III of the Constitution of the United States, or the United States Tax Court; or (iii) an order, ruling, regulation or communication (including a press release) shall have been issued by the Department of the Treasury of the United States or the Internal Revenue Service, in each case referred to in clauses (i), (ii) and (iii), with the purpose or effect, a_ad reasonable likelihood, directly or indirectly, of causing interest on the Series 2003 Bonds to be included in gross income for purposes of federal income taxation. (b) Legislation shall have been enacted or a decision by a court of the United States shall be rendered or ~ny action taken by the Securities and Exchange Commission which, in the opinion of counsel to the Representative, has the effect of requiring the offer or sale of the Series 2003 Bonds to be registered under the Securities Act of 1933, as amended, or any event shall have occurred that, in ~he judgment of the Representative, makes untrue or incorrect in any material respect any statement or information contained in the Official Statement or that, in the judgment of the Representative, should be reflected therein in order to make the statements contained therein not mislea:ling in any material respect. (c) (i) In the judgment of the Representative, the market price of the Series 2003 Bonds is adversely affected ~ecause (A) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental County; (B) a general banking moratorium shall have been established by federal, New York or Florida authorities; or (C) a var involving the United States of America shall have been declared or be continuing, or any o~her national or international calamity shall have occurred, or any conflict involving the armed forces of the United States of America shall have escalated to such a magnitude as to materially affect the ability of the Representative to market the Series 2003 Bonds; (ii) any litigation shall be instituted, pending or threatened to restrain or enjoin the issuance or sale of the Series 2003 Bonds or in any way contesting or affecting any County or security for or the validity o_' the Series 2003 Bonds, or the existence or powers of the County; or (iii) legislation shall have been introduced in or enacted by the Legislature of the State of Florida that would, in the reasonal:le judgment of the Representative, materially adversely affect the security for the Series 2003 Bonds. (d) There shall have occurred any change that, in the reasonable judgment of the Representative makes unreasonable or unreliable any of the assumptions upon which (i) yield on the Series 2003 Bonds for purposes of compliance with the Code, (ii) payment of debt service on 12 Draft dated 3 July 2003 the Series 2003 Bonds, or (iii) the basis for the exclusion from gross income for federal income tax purposes of interest on the Series 2003 Bonds, is predicated. (e) There shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis, terrorist attack or governmental action in response to or in anticipation of, a terrorist attack, the effect of which on the financial markets of the United States is such as to make it, in the reasonable opinion of the Representative, impractical to market the Series 2003 Bonds or to enforce commitments for the purchase of the Series 2003 Bonds. Upon notice of term.nation of this Agreement in accordance with the provisions of this Section 7, this Agreement shall become void and of no further force and effect as to the terminating party or parties and the County, without any other action by or on behalf of such parties, and neither of the :erminating party or parties and the County shall have any claim against the other, except as s~t forth in Sections 8 and 11 hereof. Section 8. Expenses. The Representative shall pay its own expenses relating to the offering and sale of the Seres 2003 Bonds. All other expenses relating to the issuance of the Series 2003 Bonds, including, but not limited to, the Underwriting fee, the costs of printing the Preliminary Official Statement and the Official Statement, blue sky fees and expenses, the rating agency fee, and the fees and expenses of Bond Counsel, the County's financial advisor, County's counsel, counsel to the Representative, and counsel to the County shall be paid by the County in the manner set forth in Schedule I to Exhibit B attached hereto. Such charges, fees and expenses are estimated on Schedule I t~ Exhibit B attached hereto. Section 9. Notices. Any notice or other communication under the provisions of this Agreement shall be in writing, and shall be given by postage prepaid, registered or certified mail, return receipt requested; by hand delivery with an acknowledgment copy requested; or by the Express Mail service offered by the United States Post Office or any reputable overnight delivery service, directed to the addresses set forth below, or to any new address of which any party hereto shall have informed the others by the giving of notice in the manner provided herein. Such notice or communication shall be effective, if sent by postage prepaid, registered or certified mail, return receipt requested, three (3) days after it is mailed within the continental United States; if sent by Express Mt il or any reputable overnight delivery service, one (1) day after it is forwarded; or by hand delive-y, upon receipt. To the County: St. Lucie County, Florida 2300 Virginia Avenue Fort Pierce, Florida 34982-5652 Att.: Administrator With a copy to: Daniel S. Mclntyre, Esquire, 2ounty Attorney St. Lucie County, Florida 13 Draft dated 3 July 2003 2300 Virginia Avenue Fort Pierce, Florida 34982-5652 To the Representative: RBC Dain Rauscher 600 Corporate Drive, Suite fi 70 Ft. Lauderdale, FL 33334 Section 10. Successors. This Agreement is made solely for the benefit of the County, the Representative, and the County (including their successors or assigns, provided the words "successors" and "assigns" s hall not include the purchaser of any of the Series 2003 Bonds from or through the Representative) and no other person shall acquire or have any right hereunder or by virtue hereof. Section 11. Survival of Certain Representations and Warranties. All agreements, covenants, representations ard warranties and all other statements of the County and its officials and officers and the County let forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any investigation, or statement as to the results thereof made by or on behalf of the Representative and shall survive the Closing Date and the delivery of and payment for the Series 2003 3onds. Section 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws cf the State of Florida without regard to the application of the principles of conflicts of law.,. Venue shall be in St. Lucie County, Florida. Section 14. Effectiveness. The Purchase Contact shall become effective upon acceptance hereof by the County and the execution by the appropriate officer of Representative and the designated County officials, and shall be valid and enforceable upon execution. [Balance of this Page Intentionally Left Blank] 14 / Draft dated 3 July 2003 Section 15. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Very truly yours, By: RBC Dain Rauscher Inc. as the Representative Accepted by: St. Lucie County (Florida) By: Its: By: Its: Approved as to form and legal sufficiency By: County Attorney 15 Draft dated 3 July 2003 Schedule I Underwriters I 16 Draft dated 3 July 2003 Schedule H MA TURI TY SCHEDULE Maturity Series 2003 Bonds Amount Interest Rate Optional Redemption Mandatory Redemption Redemption 17 Draw dated 3 July 2003 EXHIBIT A DISCLOSURE STATEMENT 1. An itemized list setting forth the nature and estimated mounts of expenses to be incurred by us in connection with the issuance of $ Sales Tax Refunding and Improvement Revenue Bonds, Series 2003 (the "Series 2003 Bonds") is attached as Schedule I hereto. 2. No compensatioa was paid to any finders, as defined in Section 218.386, Florida Statutes, as amended, in connection with the issuance of the Series 2003 Bonds, except as disclosed herein. 3. The estimated amount of underwriting fee expected to be realized in the sale of the Series 2003 Bonds is shown on Schedule I hereto. 4. The Representative estimates that it will charge a management fee as reflected in Schedule I hereto. 5. No other fee, bcnus or other compensation is to be paid by the Representative in connection with the Bond issue to any person not regularly employed or retained by them, except for compensation to Becker & Poliakoff, P.A. in its capacity as counsel to the Representative. 6. The name and adcress of the Representative connected with the Bond issue is set forth below: RBC Dain Rauscher 600 Corporate Drive, Suite 670 Ft. Lauderdale, FL 33334 7. (a) The Series 2003 Bonds are being issued for the purpose of providing funds, together with other legally available funds of the County (i) to refund the County's outstanding Sales Tax Refunding Revenue Bonds, Series 199a, dated January 1, 1994; (ii) to finance the acquisition and construction of certain capital improvements within the County; (iii) to fund a Reserve Account for the Series 2003 Bonds, and (iv) to pay the costs of issuance of the Series 2003 Bonds. The Series 2003 Bom:Is are expected to be repaid over a period of approximately __ years. At a true interest cost of .%, total interest paid over the life of the debt or obligation will be $ (b) The source cf repayment for the Series 2003 Bonds are as follows: The Series 2003 Bonds and interest thepeon are limited, special obligations of the County payable from and 18 Draft dated 3 July 2003 secured solely by a pledge >f and lien on (1) the proceeds of the Local Government Half-Cent Sales Tax Revenues when, as and if distributed to the County pursuant to Chapter 218, Part VI, Florida Statutes, (ii) the moneys on deposit in certain funds and accounts established pursuant to the Bond Resolution and (iii) certain investment earnings (collectively referred to as the "Pledged Revenues"). Authorizing this debt will not have any adverse impact on the moneys of the County available to finance other services of the County while the Series 2003 Bonds are outstanding. We understand that you do not require any further disclosure from the Representative, pursuant to Section 218.385, Florida Statutes, as amended. By: RBC Dain Rauscher Inc. By: Its: 19 Draft dated 3 July 2003 Schedule I $ ST. LUCIE COUNTY, FLORIDA SALES TAX REFUNDING AND IMPROVEMENT REVENUE BONDS SERIES 2003 REPRESENTATIVE'S FEE Management Fee Takedown Per Bond Total Total Expenses: Representative's Counsel & Expenses Travel, Communications ant Phone Clearance, DTC & CUSP Total Expenses Total Represemative's Fee and Expenses 20 Draft dated 3 July 2003 COSTS OF ISSUANCE (estimated unless otherwise noted) Bond Counsel Fee Bond Counsel Expenses Financial Advisor ~ Financial Advisor Expenses County Counsel Fee Trustee (Est.): Acceptance Fee & Expenses Semi-annual Administration Fee (advance) ,Out of Pocket Expense Rating Agency Review (Fitch) Rating Agency Review (Standard & Poors) Official Statement Printing County Fee (Before Credit for Deposit) Cash Flow Verification Contingency Series 2003 Per Bond Total TOTAL COSTS OF ISSUANCE TOTAL OF ALL COSTS 789389_3. DOC 21 EXHIBIT F ~SCROW DEPOSIT AGREEMENT 9874V2/28902-00116/R-AWARD/DELE Draft 7/8/03 ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT, dated as of ,2003, is entered into by and between ST. LUCII~ COUNTY, FLORIDA (the "County"), and THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A., Jacksonville, Florida (the "Escrow Holder"). In consideration of the mutua covenants and agreements herein contained and the payment of valuable consideration by the County to the Escrow Holder, receipt of which is hereby acknowledged, the County ard the Escrow Holder agree as follows: Section 1. Definitions. As used herein, the following terms shall have the following meanings: "Aggregate Debt Service" means, as of the Redemption Date, the stun of all Aggregate Debt Service payments then remaining unpaid with respect to the Refunded Bonds, as set forth on Schedule A attached hereto. "Agreement" means this Escrow Deposit Agreement. "Bond Counsel" means Squire, Sanders & Dempsey L.L.P., Tampa, Florida, or such other counsel, nationally-recognized as an expert in the federal income tax laws and Florida laws relating to obligations such as the Bonds, who may be retained from time to time by the County. "Bonds" means the County's $ Revenue Bonds, Series 2003, dated July 15, 2003. Sales Tax Refunding and Improvement "Bond Insurer'' means MBIA Insurance Corporation, the insurer of the Bonds. "Escrow Account" means the account established and held by the Escrow Holder in trust for the holders of Refimded Bonds, separate and distinct from all other funds and accounts of both the County and the Escrow Hold:r, pursuant to this Agreement in which a portion of the proceeds from the sale of the Bonds will be 'held for payment of the Refunded Bonds and the Expenses. "Escrow Deposit Requirement" means, as of any date of calculation, Federal Securities which, together with the inte:est due thereon and any uninvested cash, will be sufficient (i) to pay on the Redemption Date, the Aggregate Debt Service as shown on Schedule A hereof and (ii) to pay when due all Expenses then unpaid. "Expenses" means the expenses, if any, set forth on Schedule C attached hereto and made a part hereof. "Federal Securities" means direct, non-prepayable obligations of the United States of America and direct, non-prepayable obligations, the principal of and interest on which are fully guaranteed as to full and timely payment by the United States of America, none of which permit redemption or prepayment l:rior to maturity at the option of the obligor, as shown on Exhibit C attached hereto and made a part hereof. Federal Securities do not include investments in mutual funds. "Paying Agent" means The Bank of New York Trust Company of Florida, N.A., Jacksonville, Florida. "Paying Agent for the Refunded Bonds" means Bank of America (formerly NationsBank of Florida, N.A.), Fort Lauderd~_le, Florida, Florida, as paying agent for the Refunded Bonds. "Redemption Date" means October 1, 2003, the date on which the Refunded Bonds will be redeemed prior to maturity. "Refunded Bonds" means all of the County's outstanding Sales Tax Refunding Revenue Bonds, Series 1994, dated January 1, 1994, maturing on and after October 1, 2003, as listed on Schedule A attached hereto. "Verification Accou_atant" means Causey, Demgen & Moore, or any other firm of independent certified public accountants selected by the County, and satisfactory to its Bond Counsel, and to the Bond Ins Jrer, to perform the functions set forth herein. Section 2. Recitals. (a) The County hereby makes the following findings and representations: (i) the County has previously authorized and issued the Refunded Bonds, as to which the Aggregate Debt Service is se- forth on Schedule A attached hereto and made a part hereof; and (ii) the County has determined to provide for payment of the Refunded Bonds by depositing with the Escrow Holder, Federal Securities, as shown on Schedule B-1 hereto, the principal of and interest on which will be at least equal to the Aggregate Debt Service and the Expenses and will mature at the times and in the amounts necessary to pay the Aggregate Debt Service, as shown on Schedule B-2 hereto; and (iii) in order to obtain the funds needed for such purpose the County has authorized and is, concurrently with the delivery of this Agreement, issuing the Bonds, more fully described herein; and (iv) the County has been advised by the Verification Accountant that the amount to be on deposit, from time to time, n the Escrow Account will be sufficient to pay the Aggregate Debt Service on the Redemption E ate. (v) if the Federal Securities are insufficient to pay the Aggregate Debt Service, the County shall timely deposit in the Es:row Account, solely from legally available funds of the County, such 9875vl/28902-001 [6/A-EDA 2 additional mounts as may be required to pay the Aggregate Debt Service in accordance with Schedule A hereto. Notice cf any insufficiency shall be given by the Escrow Holder to the County as promptly as possible, but ~e Escrow Holder shall in no manner be responsible for the County's failure to make such deposits. (b) The Escrow Hol~ er hereby makes the following findings and representations: (i) it is a national b~,-nking corporation, organized and existing under and by virtue of the laws of the United States of America, authorized to do business in the State of Florida, empowered thereunder and under its Articles of Association and By-laws to enter into this Agreement; and (ii) it has by all necessary corporate action authorized and approved the entry into and execution of this Agreement and the performance by it of its obligations hereunder. Section 3. Deposit Of Funds. The County hereby deposits $ with the Escrow Holder in immediately available funds, to be held in irrevocable escrow by the Escrow Holder and applied solely as ,rovided in this Agreement. The County represents that $ of such funds are derived by the County from the proceeds of the Bonds and $ are derived fi:om the existing S:nking Fund established for the Refunded Bonds. The Verification Accountant has determined t]~at such funds, when applied pursuant to Section 4 below, will at least equal the Escrow Deposit Requirement as of the date hereof. Section 4. Receipt and Investment of Funds. The Escrow Holder acknowledges receipt of the sums described in Section 3 and agrees, subject to the additional provisions contained in Section 6 hereof: (a) to immediately ~nvest $ of such funds by the purchase of the Federal Securities set forth on Schedr le B- 1 attached hereto, to hold $ in cash in the Escrow Account; and (b) to hold the Fed:ral Securities, the proceeds of all investments thereof, and any uninvested cash balances in .he Escrow Account from the date of receipt thereof to the dates on which such proceeds or cash are scheduled to be paid to the Paying Agent for purposes of paying the Aggregate Debt Service, as shown on Schedule A hereto; and (c) to hold the funds and securities in irrevocable escrow during the term of this Agreement. Section 5. Payment Of Refunded Bonds And Expenses. This Agreement being for the benefit of the County, the Es:row Holder, and the holders of the Refunded Bonds, the moneys in the Escrow Account shall be paid out of such account only in accordance with the provisions of this Section. (a) Refunded Bonds. The Escrow Holder shall pay to the Paying Agent for the Refimded Bonds, fi-om the cash on hand in the Escrow Account, the sums equal to the principal and interest 9875vl/28902-00 116?A-EDA 3 due on Refunded Bonds on the Redemption Date. The debt service requirements for the Refunded Bonds are set forth on Schedule A. (b) Expenses. On tlce date, if any, shown on Schedule C, the Escrow Holder shall pay the Expenses, if any, coming cue on such date to the appropriate payee or payees designated on Schedule C. (c) Surplus. On October 2, 2003, after making all payments from the Escrow Account described in Subsections 5(a) and (b) the Escrow Holder shall pay to the County remaining cash, if any, in the Escrow Account. (d) Priority of Payments. The Holders of the Refunded Bonds shall have an express first lien on the funds and Federal Securities in the Escrow Account until such fimds and Federal Securities are used and applied as provided in this Agreement. If the cash on hand in the Escrow Account is ever insufficient to make the payments required under this Section 5, then all of the payments required under Sti>section 5(a) shall be made, when due, before any payments shall be made under Subsections 5(b~ and (c). The Escrow Holder shall not be entitled to a lien upon the funds and Federal Securities .n the Escrow Account. (e) Payments Due on Saturdays, Sundays and Holidays. If payment date, at the place of payment of the Refunded 3onds, shall be a Saturday, Sunday, or a day on which banking institutions are authorized lzy law to close and on which the Paying Agent is closed, then the Escrow Holder may make the payment required by Sections 5(a) and (b) to the Paying Agent, on the first business day following such Saturday, Sunday, or day on which banking institutions are authorized by law to close anzl or which the Paying Agent is closed. Section 6. Reinvestrnent. (a) Except as provided in Subsection 4(a) and in this Section, the Escrow Holder shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise disvose of or make substitutions of the Federal Securities held hereunder. (b) At the written request of the County and upon compliance with the conditions hereinafter stated, the Escrow Holder shall sell, transfer or otherwise dispose of all or any of the Federal Securities held hereunder and shall either apply the proceeds thereof to the full discharge and satisfaction of the Refi_nded Bonds or substitute other Federal Securities for such Federal Securities. The County will :tot request the Escrow Holder to exercise any of the powers described in the preceding sentence in any manner which would cause any Refunded Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as mended, and the Regulations thereunder. Any such transactions may be effected only if (i) the Verification Accountant shall certify to the County and the Escrow Holder that the cash and principal amount of Federal Securities remaining on hand after the transactions are completed, together with the interest due thereon, will be not less -han the Escrow Deposit Requirement and will mature at the times and in the amounts necessary to 3ay the Aggregate Debt Service on the Redemption Date, and (ii) the County and the Escrow Holcer shall receive an opinion from Bond Counsel to the effect that such transactions will not cause the Bonds or Refunded Bonds to be "arbitrage bonds" within the meaning of Section 148 of ~he Internal Revenue Code of 1986, as amended, and the regulations thereunder in effect on the date of the transactions and applicable to the Bonds. 9875¥1/28902-00116/A EDA 4 Notice of any substi-.utions or other disposition of the Federal Securities pursuant to this Section 6 shall be given to the Bond Insurer. Section 7. Redemption of Refunded Bonds. The County has exercised its option to redeem the Refunded Bonds prior to the maturity thereofi The Escrow Holder is hereby directed to give (or cause to be given) the notice of such redemption and refunding of the Refunded Bonds on behalf of and in the name )f the County as is provided in the form resolution authorizing the Refunded Bonds, excerpts of which are included in Schedule D hereto. Such notice shall be in substantially the form set forth in Schedule E hereto. Section 8. Responsibilities of Escrow Holder. The duties and obligations of the Escrow Holder shall be determined by the express provisions of this Agreement. The Escrow Holder may consult with counsel, who may or may not be counsel to the County, and in reliance upon the written opinion of such counsel, addressed to the Escrow Holder and the County, shall have full and complete authorization and ~rotection in respect of any action taken, suffered or omitted by the Escrow Holder in good faith in accordance therewith. Whenever the Escrow Holder shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the County. The Escrow Holder shall not be liable for the accuracy of the calculations as to the sufficiency of moneys held hereunder and of the principal amount of the Escrow Securities and the earnings thereon to pay the Refunded Bonds. The Escrow Holder shall not be liable for any deficiencies in the amounts necessary to pay the Refunded Bonds caused by such calculations. Section 9. Resignalion of Escrow Holder. The Escrow Holder may resign and thereby become discharged from the duties and obligations hereby created, by notice in writing given to the County, the Paying Agent fcr the Refunded Bonds, and the Bond Insurer, not less than sixty (60) days before such resignation shall take effect. Such resignation shall take effect upon the date specified in such notice, or, f earlier, immediately upon the appointment of a new Escrow Holder hereunder, if such new Escro re Holder shall be appointed before the time limited by such notice and shall then accept the duties and obligations thereof. Section 10. Removal of Escrow Holder. (a) The Escrow Holder may be removed at any time by an instrument or con:urrent instruments in writing, executed by the holders of not less than fifty-one per centum (51%) ix aggregate principal amount of the Refunded Bonds then outstanding, such instruments to be filed with the County, and notice in writing given by such holders to the Paying Agent for the Refund:d Bonds and to the Bond Insurer, not less than thirty (30) days before such removal is to take eff~t as stated in such instrument or instruments. A photocopy of any instrument filed with the Cottnty under the provisions of this paragraph shall be delivered by the County to the Escrow Holder. (b) The Escrow Ho'der may also be removed at any time for any breach of trust or for acting or proceeding in vio ation of, or for failing to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Holder by any 9875vl/28902-00116/A-EDA 5 court of competent jurisdiction upon the application of the County or the holders of not less than five per centum (5%) in aggregate principal amount of the Refunded Bonds then outstanding. Section 11. Successor Escrow Holder. (a) If at any time hereafter the Escrow Holder shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, the position of Escrow Holder shall thereupon become vacant. If the position of Escrow Holder shall become vacant for any of the foregoing reasons or for any other reason, the County shall appoint an Escrow Holder to fill such vacancy. The County shall (i) notify, in writing, the Bond Insurer, and (ii) shall cause the Paying Agent for the Refunded Bonds to mail a copy thereof to the holders of the Refimded Bonds. (b) At any time wit?in one year after such vacancy shall have occurred, the holders of a majority in principal anmunt of the Refimded Bonds then outstanding, by an instrument or concurrent instruments in writing, executed by all such holders and filed with the County, may appoint a successor Escrow Holder, which shall supersede any Escrow Holder theretofore appointed by the County. Photocopies of each such instrument shall be delivered promptly by the County to the predecessor Escrow Holder and to the Escrow Holder so appointed by the holders. (c) If no appointment of a successor Escrow Holder shall be made pursuant to the foregoing provisions of this section, tie holder of any Refunded Bonds then outstanding, or any retiring Escrow Holder may apply tc any court of competent jurisdiction to appoint a successor Escrow Holder. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow Holder. Section 12. Liability Except as hereinafter provided, the Escrow Holder and its respective successors, assigns, agents ar.d servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Account, the retention of the Federal Securities or the proceeds thereof or any payment, transfer or other application of money or securities by the Escrow Holder in accordance with the provisions of this Agreement, the sufficiency of any accounts held hereunder, or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Holder made in good faith in ~he conduct of its duties. The Escrow Holder shall, however, be liable to the County for its negligent or willful acts, omissions or errors which violate or fail to comply with the terms of this Agreement. Section 13. Term and Compensation Paid to Escrow Holder. This Agreement shall commence upon its execution and delivery and shall terminate when the moneys held hereunder have been paid in accordance with the provisions of Section 5 hereof. The Escrow Holder will be paid a fee as shown on Schedule C, plus its reasonable and customary transaction fees and expenses, by the County for performing its duties hereunder. The Escrow Holder will not be paid fi.om or have a lien upon the amounts on deposit in the Escrow Account. Section 14. Severabi ity. If any one or more of the covenants or agreements provided in this Agreement on the part of the County or the Escrow Holder to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreements 9875vl/28902-00116/A-EDA 6 herein contained shall be null and void and shall be severed from the remaining covenants and agreements and shall in no way affect the validity of the remaining provisions of this Agreement. Section 15. Counterparts. This Agreement maybe executed in several counterparts, all or any of which shall be regarded for all purposes as duplicate originals and shall constitute and be one and the same instrument. Section 16. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto. No material amendments hereto may be made nor shall this Agreement be repealed, revcked or altered except (a) in writing signed by both parties hereto, (b) with the prior written consen: of(i) the holders of one hundred percent (100%) in principal amount of the Refunded Bonds which have not matured and become due as of the effective date of such amendment and (ii) the Bon:l Insurer, and (c) upon receipt of an opinion of Bond Counsel to the effect set forth in Subsection 6(b)(ii) hereof; provided, however, that the County and the Escrow Holder may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreem:nt as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant to, ot confer upon, the Escrow Holder for the benefit of the holders of the Refunded Bonds, any additicnal rights, remedies, power or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Holder; and (c) to subject add tional funds, securities or properties to this Agreement. The Escrow Holder 5hall be entitled to rely exclusively upon an unqualified opinion of nationally recognized attorne~,s on the subject of municipal bonds with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section. Section 17. Govern ~ng Law. This Agreement shall be construed under the laws of the State of Florida. 9875vl/28902-00116/A-EDA 7 In Witness Whereo: ~ the parties hereto have caused this Agreement to be executed by their duly authorized officers ant their corporate seals to be hereunto affixed and, in the case of the County, attested as of the date first above written. (SEAL) ST. LUCIE COUNTY, FLORIDA ATTEST: By: Chairman, Board of County Commissioners Board of County Commissioners By: Clerk of the Circuit Court, ex officio Clerk of the Board of County Comndssioners APPROVED AS TO FORM AND CORRECTNESS: County Attorney Bond Counsel 9875vl/28902-00116/A-EDA 8 (SEAL) THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A., as Escrow Holder By: Title: 9575v 1/28902-00116/A-EDA 9 SCHEDULE A REFUNDED BONDS All of the County's Sales Tax Refunding Revenue Bonds, Series 1994, dated January 1, 1994, maturing on October 1 in the years set forth below. [See Exhibits B-1 and B-2 Attached] 9875v V25902-00116/A-EDA Schedule A- 1 SCHEDULE B-1 FEDERAL SECURITIES DEPOSITED INTO ESCROW ACCOUNT [Escrow Deposit is Cash] 9875vl/28902-OOI I6/A-EDA Schedule B- 1-1 SCHEDULE B-2 CASH FLOW ON FEDERAL SECURITIES DEPOSITED INTO ESCROW ACCOUNT 9875vl/28902 00116/A-EDA Schedule B-2-1 I SCHEDULE C EXPENSES TO BE PAID FROM ESCROW ACCOUNT [None] FEES AND EXPENSES TO BE PAID TO ESCROW HOLDER BY COUNTY Fee of $ Plus out-of-pocket expenses 9875vl/28902-00116/A-EDA Schedule C- 1 SCHEDULE D EXCERPTS OF REFUNDED BONDS RESOLUTION 9875vl/28902-0~116/A-EDA Schedule D- 1 SCHEDULE E FORM OF NOTICE OF REDEMPTION ST. LUCIE COUNTY, FLORIDA SALES TAX REFUNDING REVENUE BONDS, SERIES 1994 Dated January 1, 1994 NOTICE IS HEREBY GWEN, for and on behalf of St. Lucie County, Florida, that the portion of the County's Sales Tax Reftmding Revenue Bonds, Series 1994, dated January 1, 1994, maturing on October 1 in the years , to and including October 1, (the "Refunded Bonds") have been called for redemption on October 1, 2003, at the redemption price of par, together with the interest accrued thereon to the date fixed for redemption, plus a premium of two per centum (2%) of the principal amount thereof, and will be redeemed on October 1, 2003. The Refunded Bonds are identified by CUSIP number: Payment of the redemption price, plus accrued interest and redemption premium of such Bonds, will be made on or after October 1, 2003, the redemption date, at the office of Bank of America (formerly NationsBank, N.A.), Fort Lauderdale, Florida, as paying agent for the Refunded Bonds, upon surrender therecf. Interest on the Refunded Bonds will cease to accrue from and after such redemption date. Under the provisions of the Interest and Dividend Tax Compliance Act of 1983, all holders submitting their bonds for redemption must submit a W-9 (Certificate of Taxpayer Identification Number) in order to avoid 31% backup withholding required under the above act. DATED this __ day of ,2003. THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A., As Agent for ST. LUCIE COUNTY, FLORIDA 9575vl/28902-00116/A-EDA Schedule E- 1 NOTICE OF REFUNDING ST. LUCIE COUNTY, FLORIDA SALES TAX REFUNDING REVENUE BONDS, SERIES 1994 Dated January 1, 1994 Notice is hereby given to the holders of the above captioned bonds maturing on October 1 in the years and numbered as follows (the "Refunded Bonds"): that St. Lucie County, Florida (the "County"), on ,2003, issued its Sales Tax Refunding Revenue Bonds, Series 2003 (the "Refunding Bonds"), for the purpose of refunding the Refunded Bonds. Proceeds of the Refunding Bonds and other moneys of the County have been deposited into an escrow account at The Ba~ of New York Trust Company of Florida, N.A., Jacksonville, Florida (the "Escrow Holder"), and, except to the extent maintained in cash, have been invested in direct obligations of the United States of America (the "Federal Securities') as to which, according to calculations of the County verified by a firm of independent Certified Public Accountants, the projected payments of interest and maturing principal, together with the initial cash deposited by the County, are adequate to pay, on October 1, 2003, the Refunded Bonds maturing on October 1, 2003, and on October 1, 20,)3, the principal of and interest on and redemption premium on the Refunded Bonds maturing on October 1 in the years , inclusive, and certain fees and expenses relating to the Refimding Bonds. Accordingly, the Refunded Bonds will be deemed to have been paid, the lien of the holders of the Refunded Bonds upon the Local Government Half- Cent Sales Tax Revenues p~suant to the authorizing resolution securing the Refunded Bonds will be been satisfied and disclcarged, and the Refunded Bonds are now secured by the Escrow Agreement by and between tl' e County and the Escrow Holder. THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A., As Agent for ST. LUCIE COUNTY, FLORIDA 9875vl/28902-OOII6/A-EDA EXHIBIT G F NANCIAL GUARANTY AGREEMENT 9874V2/28902-00116/R-AWAItD/DELE G-1 FINANCIAL GUARANTY AGREEMENT FiNANCIAL GUARANTY AGREEMENT made as of [CLOSiNG DATE], 2000, by and between [ISSUER] (the **Issuer") and MBIA Insurance Corporation (the "Insurer"), organized under the laws of the State c fNew York. WITNESSETH: WHEREAS, the Issuer has or will issue the Obligations; and WHEREAS, pursua_at to the terms of the Document the Issuer agrees to make certain payments on the Obligations; and WHEREAS, the Ins ~rer will issue its Surety Bond, substantially in the form set forth in Annex A to this Agreement, guaranteeing certain payments by the Issuer subject to the terms and limitations of the Surety Bo~d; and WHEREAS, to indu:e the Insurer to issue the Surety Bond, the Issuer has agreed to pay the premium for the Suret) Bond and to reimburse the Insurer for all payments made by the Insurer under the Surety Bond, all as more fully set forth in this Agreement; and WHEREAS, the Issu er understands that the Insurer expressly requires the delivery of this Agreement as part of the coasideration for the execution by the Insurer of the Surety Bond; and NOW, THEREFORE, in consideration of the premises and of the agreements herein contained and of the execution of the Surety Bond, the Issuer and the Insurer agree as follows: ARTICLE I DEFINITIONS; SURETY BOND Section 1.01. Defin:tions. The terms which are capitalized herein shall have the meanings specified in Annex B hereto. Section 1.02. Surets' Bond. (a) The Insurer a'ill issue the Surety Bond in accordance with and subject to the terms and conditions of the Commttment. (b) The maximum liability of the Insurer under the Surety Bond and the coverage and term thereof shall be s~bj ect to and limited by the terms and conditions of the Surety Bond. Section 1.03. Preminm. In consideration of the Insurer agreeing to issue the Surety Bond hereunder, the Issuer ~ereby agrees to pay or cause to be paid the Premium set forth in Annex B hereto. The Premium on the Surety Bond is not refundable for any reason. Section 1.04. Certain Other Expenses. The Issuer will pay all reasonable fees and disbursements of the Insuret's special counsel related to any modification of this Agreement or the Surety Bond. ARTICLE II REI1V~BURSEMENT AND INDEMNIFICATION OBLIGAT ONS OF ISSUER AND SECURITY THEREFOR Section2.01. Reim)ursement for Payments Under the Surety Bond and Expenses; Indemnification. (a) The Issuer will reimburse the Insurer, within the Reimbursement Period, without demand or notice by the Insurer to the Issuer or any other person, to the extent of each Surety Bond Payment with interest on each Surety Bond Payment from and including the date made to the date of the reimbursement at the lesser of the Reimbursement Rate or the maximum rate of interest permitted by then applicable law. (b) The Issuer also agrees to reimburse the Insurer immediately and unconditionally upon demand, to the extent permitted by state law, for all reasonable expenses incurred by the Insurer in connectton with the Surety Bond and the enforcement by the Insurer of the Issuer's obligations under this Agreement, the Document, and any other document executed in connection with the issuance of the Obligations, together with interest on all such expenses from and including the date incurred to the date of payment at the rate set forth in subsection (a) of this Section 2.01. (c) The Issuer ag~-ees to indemnify the Insurer, to the extent permitted by state law, against any and all 1 ability, claims, loss, costs, damages, fees of attorneys and other expenses which the Insurer may sustain or incur by reason of or in consequence of (i) the failure of the Issuer to perform or comply with the covenants or conditions of this Agreement or (ii) reliance by the Insurer upon representations made by the Issuer or (iii) a default by the Issuer under the terms of the Document or any other documents executed in connection with the is~, uance of the Obligations. (d) The Issuer agrees that all amounts owing to the Insurer pursuant to Section 1.03 hereof and this Section 2.01 must be paid in full prior to any optional redemption or refunding of the Oblig.~tions. (e) All payments made to the Insurer under this Agreement shall be paid in lawful currency of the United States in immediately available funds at the Insurer's office at 113 King Street, Armonk, New York 10504, Attention: Accounting and Insured Portfolio Management Departments, or at such other place as shall be designated by the Insurer. Section 2.02. Alloc~_tion of Payments. The Insurer and the Issuer hereby agree that each payment received by the Insurer from or on behalf of the Issuer as a reimbursement to the Insurer as required by Section 2.01 hereof shall be applied by the Insurer first, toward payment of any unpaid premium; second, toward repayment of the aggregate Surety Bond Payments made by the Insurer and not yet repaid, payment of which will reinstate all or a portion of the Surety Bond Coverage to the extent of suzh repayment (but not to exceed the Surety Bond Limit); and third, upon full reinstatement of the Surety Bond Coverage to the Surety Bond Limit, toward other amounts, including, without limitation, any interest payable with respect to any Surety Bond Payments then due to the Ins.~rer. Section 2.03. Security for Pawnents; Instruments of Further Assurance. To the extent, but only to the extent, that the Document, or any related indenture, trust agreement, ordinance, resolution, mortgage, security agreement or similar instrument, if any, pledges to the Owners or any trustee therefor, or grants a security interest or lien in or on any collateral, property, revenue or other payments ("Collateral and Revenues") in order to secure the Obligations or provide a source of payment for the Obligations, the Issuer hereby grants to the Insurer a security interest in or lien on, as the case m~y be, and pledges to the Insurer all such Collateral and Revenues as security for payment of a 1 amounts due hereunder and under the Document or any other document executed in corawction with the issuance of the Obligations, which security interest, lien and/or pledge created or granted under this Section 2.03 shall be subordinate only to the interests of the Owners and any trustee therefor in such Collateral and Revenues, except as otherwise provided. The Issuer agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be exec'~ted, acknowledged and delivered, any and all financing statements, if applicable, and all other further instruments as may be required by law or as shall reasonably be requested by the Insurer for the perfection of the security interest, if any, granted under this Section 2.03 and for the preservation and protection of all rights of the Insurer under this Section 2.03. Section 2.04. Unconditional Obligation. The obligations hereunder are absolute and unconditional and will be paid or performed strictly in accordance with this Agreement, subject to the limitations of the Document, irrespective of: (a) any lack of wlidity or enforceability of, or any amendment or other modification of, or waiver with respect to the Obligations, the Document or any other document executed in connectior with the issuance of the Obligations; or (b) any exchange, release or nonperfection of any security interest in property securing the Obligatio~as or this Agreement or any obligations hereunder; or (c) any circumstmces that might otherwise constitute a defense available to, or discharge of, the Issuer with respect to the Obligations, the Document or any other document executed in connection with the issuance of the Obligations; or (d) whether or no' such obligations are contingent or matured, disputed or undisputed, liquidated or unliquidated. Section 2.05. Insure:'s Rights. The Issuer shall repay the Insurer to the extent of payments made and expense~ incurred by the Insurer in connection with the Obligations and this Agreement. The obligation ~f the Issuer to repay such amounts shall be subordinate only to the rights of the Owners to recei,/e regularly scheduled principal and interest on the Obligations. Section 2.06. On-G¢in~ Information Obligations of Issuer. (a) Ouarterlv Rel:orts. The Issuer will provide to the Insurer within 45 days of the close of each quarter interim financial statements covering all fund balances under the Document, a statement of operations (income statement), balance sheet and changes in fund balances. These statements need not be audited by an independent certified public accountant, but if any audited statements are produced, they must be provided to the Insurer; (b) Annual Rep3rts, The Issuer will provide to the Insurer annual financial statements audited by an independent certified public accountant within 90 days of the end of each fiscal year; (c) Access to Facilities, Books and Records. The Issuer will grant the Insurer reasonable access to the project financed by the Obligations and will make available to the Insurer, at reasonable times and upon reasonable notice all books and records relative to the project financed by the Obligations; and (d) Compliance Certificate. On an annual basis the Issuer will provide to the Insurer a certificate confirming compliance with all covenants and obligations hereunder and under the Revenue Agreement, the Document or any other document executed in connection with the issuance of the Obligations. ARTICLE III AMENDMENTS TO DOCUMENT So long as this Agreement is in effect, the Issuer agrees that it will not agree to amend the Document or any other doc~tment executed in connection with the issuance of the Obligations, without the prior written cot sent of the Insurer. ARTICLE IV ;~VENTS OF DEFAULT; REMEDIES Section 4.01. Events of Default. The following events shall constitute Events of Default hereunder: (a) The Issuer skall fail to pay to the Insurer when due any amount payable under Sections 1.03; or (b) The Issuer shall fail to pay to the Insurer any amount payable under Sections 1.04 and 2.01 hereof and such failure shall have continued for a period in excess of the Reimbursement Perio¢; or (c) Any material representation or warranty made by the Issuer under the Document or hereunder or any statement in the application for the Surety Bond or any report, certificate, financial statement, document or other instrument provided in connection with the Commitment, the 8urety Bond, the Obligations, or herewith shall have been materially false at the time when made; or (d) Except as otherwise provided in this Section 4.01, the Issuer shall fail to perform any of its other obligations under the Document, or any other document executed in connection with the is ~uance of the Obligations, or hereunder, provided that such failure continues for more than 30 days after receipt by the Issuer of written notice of such failure to perform; or (e) The Issuer shall (i) voluntarily commence any proceeding or file any petition seeking relief under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or simila: official for such party or for a substantial part of its property, (iv) file an answer admitt:ng the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its irability or fail generally to pay its debts as they become due or (vii) take action for the purgose of effecting any of the foregoing; or (0 An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Issuer, or of a substantial part of its property, under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law or (ii) the appointment of a receiver, trustee, custcdian, sequestrator or similar official for the Issuer or for a substantial part of its property; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for 30 dais. Section 4.02. Reme:ties. If an Event of Default shall occur and be continuing, then the Insurer may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due anc thereafter to become due under this Agreement or to enforce performance of any obligat:on of the Issuer to the Insurer under the Document or any related instrument, and any obligation, agreement or covenant of the Issuer under this Agreement; provided, however, that the Insurer may not take any action to direct or require acceleration or other early redemption of -_he Obligations or adversely affect the rights of the Owners. In addition, if an Event of Default shall occur due to the failure to pay to the Insurer the amounts due under Section 1.03 hereof, the Insurer shall have the right to cancel the Surety Bond in accordance with its terms. All rights and remedies of the Insurer under this Section 4.02 are cumulative and the exercise of any one remedy does not preclude the exercise of one or more of the other available remedies. ARTICLE V SETTLEMENT The Insurer shall ha'ge the exclusive right to decide and determine whether any claim, liability, suit or judgment made or brought against the Insurer, the Issuer or any other party on the Surety Bond shall or shall not be paid, compromised, resisted, defended, tried or appealed, and the Insurer's decision thereon, if made in good faith, shall be final and binding upon the Insurer, the Issuer and any cther party on the Surety Bond. An itemized statement of payments made by the Insurer, certified by an officer of the Insurer, or the voucher or vouchers for such payments, shall be prima fazie evidence of the liability of the Issuer, and if the Issuer fails to immediately reimburse the Insurer upon the receipt of such statement of payments, interest shall be computed on such amouat from the date of any payment made by the Insurer at the rate set forth in subsection (a) of Section 2.01 hereof. I ARTICLE VI MISCELLANEOUS Section 6.01. Interest Comvutations. All computations of interest due hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days. Section 6.02. Exercise of Riehts. No failure or delay on the part of the Insurer to exemise any right, power ~ privilege under this Agreement and no course of dealing between the Insurer and the Issuer or any other party shall operate as a waiver of any such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Insurer would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of the other party to any other or further action in any circumstances without notice or demand. Section 6.03. Amerdment and Waiver. Any provision of this Agreement may be amended, waived, supplemented, discharged or terminated only with the prior written consent of the Issuer and the Insurer. r'he Issuer hereby agrees that upon the written request of the Paying Agent, the Insurer may make or consent to issue any substitute for the Surety Bond to cure any ambiguity or formal defect or omission in the Surety Bond which does not materially change the terms of the Surety Bond ns adversely affect the rights of the Owners, and this Agreement shall apply to such substituted surety bond. The Insurer agrees to deliver to the Issuer and to the company or companies, if ar y, rating the Obligations, a copy of such substituted surety bond. Section 6.04. Succe ~sors and Assigns; Descriptive Headings. (a) This Agreement shall bind, and the benefits thereof shall inure to, the Issuer and the Insurer and their respective successors and assigns; provided, that the Issuer may not transfer or assign any or all of its rights and obligations hereunder without the prior written consent of the Insurer. (b) The descriptive headings of the various provisions of this Agreement are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of ~he provisions hereof. Section 6.05. Other Sureties. If the Insurer shall procure any other surety to reinsure the Surety Bond, this Agreemert shall inure to the benefit of such other surety, its successors and assigns, so as to give to it a direct right of action against the Issuer to enforce this Agreement, and "the Insurer," wherever used herein, shall be deemed to include such reinsuring surety, as its respective interests may app¢ ar. Section 6.06. SimaatJre on Bond. The Issuer's liability shall not be affected by its failure to sign the Surety Bond nor by any claim that other indemnity or security was to have been obtained nor by the rel :ase of any indemnity, nor the return or exchange of any collateral that may have been obtained. Section 6.07. Waiwr. The Issuer waives any defense that this Agreement was executed subsequent to the date of the Surety Bond, admitting and covenanting that such Surety Bond was executed pursuant to the Issuer's request and in reliance on the Issuer's promise to execute this Agreement. Section 6.08, Notices, Requests~ Demands. Except as otherwise expressly provided herein, all written notices, requests, demands or other communications to or upon the respective parties hereto shall be deem:d to have been given or made when actually received, or in the case of telex or telecopier notice sent over a telex or a telecopier machine owned or operated by a party hereto, when sent, a4dressed as specified below or at such other address as any of the parties may hereafter specify in writing to the others: If to the Issuer: [ISSUER] [STREET ADDRESS] [CITY, STATE ZIP] Attention: [PERSON AT ISSUER] If to the Paying Ageat: [PAYING AGENT] Attention: Corporate Trust Officer If to the Insurer: MBIA Insurance Corporation 113 King Street Annonk, New York 10504 Attention: Insured Portfolio Management Group Section6.09. Survival of Representations and Warranties. All representations, warranties and obligations :ontained herein shall survive the execution and delivery of this Agreement and the Surety Bond. Section 6.10. Governing Law. This Agreement and the rights and obligations of the parties under this Agreement shall be governed by and construed and interpreted in accordance with the laws of the State. Section 6.11. Counterparts. This Agreement may be executed in any number of copies and by the different parties ~ereto on the same or separate counterparts, each of which shall be deemed to be an original instrument. Complete counterparts of this Agreement shall be lodged with the Issuer and the Insurer. Section 6.12. Severabilit¥. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 6.13. Survival of Obligations. Notwithstanding anything to the contrary contained in this Agreement, the obligation of the Issuer to pay all amounts due hereunder and the rights of the Insurer to pursue all remedies shall survive the expiration, 'termination or substitution of the Surety Bond and this Agreement. 1N WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. [ISSUER] By: Title: MBIA Insurance Corporation President Attest: Assistant Secretary ANNEX A DEBT SERVICE RESERVE SURETY BOND MBIA Insurance Corporation Armonk, New York 10504 Surety Bond No. XXXXXX MBIA Insurance Corporation (the "Insurer"), in consideration of the payment of the premium and subject to the terms of this Surety Bond, hereby unconditionally and irrevocably guarantees the full and com>lete payments that are to be applied to payment of principal of and interest on the Obligations ~as hereinafter defined) and that are required to be made by or on behalf of [NAME OF ISSUER] (the "Issuer") under the [TITLE OF THE DOCUMENT] (the "Document") to [NAME O? PAYING AGENT], (the "Paying Agent"), as such payments are due but shall not be so paid, in connection with the issuance by the Issuer of [TITLE OF THE OBLIGATIONS] (the "Obligations"), [IF PARITY "together with any bonds issued on a parity therewith,"], provided, that the amount available hereunder for payment pursuant to any one Demand for Payment (as he;einafter defined) shall not exceed [a: FIXED COVERAGE [Dollar Amount of Coverage] or the [Debt Service Reserve Fund Requirement] (as defined in the Document) for the Obligations, whichever is less (the "Surety Bond Limit"); provided, further, that the amount available at any particular time to be paid to the Paying Agent under the terms hereof (the "Surety Bond Coverage") shall be reduced and may be reinstated from time to time as set forth herein.] or lb: VARIABLE COVERAGE the annual amount set forth for the applicable bond year on Exl~ibit A attached hereto (the "Surety Bond Limit"); provided, further, that the amount available at any particular time to be paid to the Paying Agent under the terms hereof (the "Surety Bond Ccverage") shall be reduced and may be reinstated from time to time as set forth herein.] 1. As used herein, the term "Owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the applicable paying agent, the Issuer or any designee of the Issuer for su:h purpose. The term "Owner" shall not include the Issuer or any person or entity whose obligation or obligations by agreement constitute the underlying security or source of payment for the Dbligations. 2. Upon the late~r off (i) three (3) days after receipt by the Insurer of a demand for payment in the form attached hereto as Attachment 1 (the "Demand for Payment"), duly executed by the Paying Agent; or (ii) the payment date of the Obligations as specified in the Demand for Payment preserted by the Paying Agent to the Insurer, the Insurer will make a deposit of funds in an account with U.S. Bank Trust National Association, in New York, New York, or its successor, suffic ent for the payment to the Paying Agent, of amounts that are then due to the Paying Agent (as specified in the Demand for Payment) subject to the Surety Bond Coverage. 3. Demand for Payment hereunder may be made by prepaid telecopy, telex, TWX or telegram of the executed Demand for Payment c/o the Insurer. If a Demand for Payment made hereunder does not, in any instance, conform to the terms and conditions of this Surety Bond, the Insurer shall give notice to the Paying Agent, as promptly as reasonably practicable, that such Demand for Payment was not effected in accordance with the terms and conditions of this Surety Bond and briefly state the reason(s) therefor. Upon being notified that such Demand for Payment was not effected in accordance with this Surety Bond, the Paying Agent may attempt to correct any such nonconforming Demand for Payment if, and to the extent that, the Paying Agent is entitled anc able to do so. 4. The amount payable by the Insurer under this Surety Bond pursuant to a particular Demand for Payn'~ent shall be limited to the Surety Bond Coverage. The Surety Bond Coverage shall be reduced automatically to the extent of each payment made by the Insurer hereunder and will be reins~ ated to the extent of each reimbursement of the Insurer pursuant to the provisions of Article II of the Financial Guaranty Agreement dated the date hereof between the Insurer and the [ISSUER OR OBLIGOR] (the "Financial Guaranty Agreement"); provided, [ANNUAL PREMIUM OPTION: that no premium is due and unpaid on this Surety Bond and] that in no event shall such reinstatement exceed the Surety Bond Limit. The Insurer will notify the Paying Agent, in writing within five (5) days of such reimbursement, that the Surety Bond Coverage has been reinstated to the extent of such reimbursement pursuant to the Financial Guaranty Agreement and such reinstatement shall be effective as of the date the Insurer gives such notice. The notice to t~e Paying Agent will be substantially in the form attached hereto as Attachment 2. 5. Any service c f process on the Insurer or notice to the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk, New York 10504 and such service of process shall be valid and binding. 6. The term of this Surety Bond shall expire [ANNUAL PREMIUM OPTION: ,unless cancelled 9ursuant to paragraph 9 hereof,] on the earlier of (i) [MATURITY DATE] (the maturity date of the Obligations being currently issued), or (ii) the date on which the Issuer has made all payments required to be made on the Obligations pursuant to the Document. 7. The premium payable on this Surety Bond is not refundable for any reason, including the payment prior lo maturity of the Obligations. 8. [OPTIONAL FIRST SENTENCE: This Surety Bond shall be govemed by and interpreted under the laws of the State of (STATE)]. Any suit hereunder in connection with any payment may be brought on'y by the Paying Agent within [1 or 3 years] after (i) a Demand for Payment, with respect to such payment, is made pursuant to the terms of this Surety Bond and the Insurer has failed to mace such payment, or (ii) payment would otherwise have been due hereunder but for the failure on the part of the Paying Agent to deliver to the Insurer a Demand for Payment pursuant to the t~rms of this Surety Bond, whichever is earlier. [NOS. 9 and 11 are OPTIONAL] 9. Subject to the terms of the Document, the Issuer shall have the right, upon 30 days prior written notice to t ~e Insurer and the Paying Agent, to terminate this Surety Bond. In the event of a failure by the ~ssuer to pay the premium due on this Surety Bond pursuant to the terms of the Financial Guaranty Agreement, the Insurer shall have the right upon [No. of days] days prior written notice to the Issuer and the Paying Agent to cancel this Surety Bond. No Demand for Payment shall be made subsequent to such notice of cancellation unless payments are due but shall not have been so paid in connection with the Obligations. 10. There shall be no acceleration payment due under this Policy unless such acceleration is at the sole Ol:tion of the Insurer. 11. This policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of the New York Insurance Law. In witness whereof, ~he Insurer has caused this Surety Bond to be executed in facsimile on its behalf by its duly autkorized officers, this [DATE] day of [MONTH,YEAR] MBIA INSURANCE CORPORATION President Assistant Secretary SB-DSRF-9[STATE CODEI 4/95 Bond Year Service 199 :o 199 199 :o 199 199 :o 199 EXHIBIT A Surety Bond No. XXXXXX $ $ $ Maximum Annual Debt No. XXXXXX DEMAND FOR PAYMENT Attachment 1 Surety Bond 19 MBIA Insurance Corporatio a 113 King Street Armonk, New York 10504 Attention: President Reference is made to the Surety Bond No. XXXXXX (the "Surety Bond") issued by the MBIA Insurance Corporation (the "Insurer"). The terms which are capitalized herein and not otherwise defined have the meanings specified in the Surety Bond unless the context otherwise requires. The Paying Agent hereby certifies that: (a) In accordance with the provisions of the Document (attached hereto as Exhibit A), payment is due to the Owners of the Obligations on (the "Due Date") in an amount equal to $ (the "Amount Due"). The [Debt Service Reserve Fund Requirement] for the Obligations is $ The amounts legally available to the Paying Agent on the Due Date will be $_ less than the Amount Due (the "Deficiency"). (d) The Paying Agent has not heretofore made demand under the Surety Bond for the Amount Due or any portion thereof. The Paying Agent hereby requests that payment of the Deficiency (subject to the Surety Bond Coverage) be trade by the Insurer under the Surety Bond and directs that payment under the Surety Bond be made to the following account by bank wire transfer of federal or other immediately availabl: funds in accordance with the terms of the Surety Bond: [Paying Agent's Account] [PAYING AGENT] By Attachment 2 Surety Bond No. XXXXXX NOTICE OF REINSTATEMENT [Paying Agent] [Address] Reference is made to the Surety Bond No. XXXXXX (the "Surety Bond") issued by the MBIA Insurance Corporation (the "Insurer"). The terms which are capitalized herein and not otherwise defined have the meanings specified in the Surety Bond unless the context otherwise requires. The Insurer hereby delivers notice that it is in receipt of payment from the Obligor pursuant to Article ~I of the Financial Guaranty Agreement and as of the date hereof the Surety Bond Coverage is $ MBIA Insurance Corporation President Assistant Seci etary Attest: ANNEX B DEFINITIONS For all purposes of .his Agreement and the Surety Bond, except as otherwise expressly provided herein or unless ~he context otherwise requires, all capitalized terms shall have the meaning as set out below, which shall be equally applicable to both the singular and plural forms of such terms. "Agreement" means this Financial Guaranty Agreement. "Closing Date" meats [CLOSING DATE], 2000. "Commitment" mea~s the commitment to issue Municipal Bond Guaranty Insurance in the form attached hereto as Annex C. "Debt Service Payments" means those payments required to be made by or on behalf of the Issuer which will be app led to payment of principal of and interest on the Obligations. "Demand for Payme:~t" means the certificate submitted to the Insurer for payment under the Surety Bond substantiall.¢ in the form attached to the Surety Bond as Attachment 1. "Document" means [ DOCUMENT]. "Event of Default" shall mean those events of default set forth in Section 4.01 of the Agreement. "Insurer" has the same meaning as set forth in the first paragraph of this Agreement. "Issuer" means [ISSUER]. "Obligations" means [LEGAL TITLE OF ISSUE] [IF APPLICABLE: together with any bonds issued on a parity therewith]. "Owners" means the registered owner of any Obligation as indicated in the books maintained by the Paying Agent, the Issuer or any designee of the Issuer for such purpose. "Paying Agent" mear s [PAYING AGENT]. "Premium" means [PREMIUM} payable to the Insurer on or prior to the Closing Date. "Reimbursement Penod" means, with respect to a particular Surety Bond Payment, the period commencing on the cate of such Surety Bond Payment and ending on the earlier of the date of cancellation of the Surety Bond due to nonpayment of Premium when due or on the expiration of x following suc ~ Surety Bond Payment. "Reimbursement Rate" means Citibank's prime rate plus three (3) percent per annum, as of the date of such Surety Bond Payment, said "prime rate" being the rate of interest announced from time to time by Citibank, N.A., New York, New York, as its prime rate. The rate of interest shall be calculated on the basis of the actual number of days elapsed over a 360-day year. "State" means [STATE]. "Surety Bond" means that surety bond attached hereto as Annex A and issued by the Insurer guaranteeing, subject to the terms and limitations thereof, Debt Service Payments required to be made by the Isauer under the Document. "Surety Bond Coverage" means the amount available at any particular time to be paid under the terms of the Surety Bond, which amount shall never exceed the Surety Bond Limit. "Surety Bond Limit" means [SURETY BOND LIMIT]. "Surety Bond Paymer t" means an amount equal to the Debt Service Payment required to be made by the Issuer pursuant to the Document less (i) that portion of the Debt Service Payment paid by or on behalf of the Issuer, and (ii) other funds legally available for payment to the Owners, all as certified in a Bemand for Payment. ANNEX C COMMITMENT [To be provided.] EXHIBIT H BOND REGISTRAR AND PAYING AGENT AGREEMENT 9874V2/28902-00116/R AWARD/DELE PA~ING AGENT/REGISTRAR AGREEMENT DRAFT 7/8/03 This Paying AgentrRegistrar Agreement is entered into as of July __, 2003 (the "Agreement"), by and between ST. LUCIE, FLORIDA (the "County"), and THE BANK OF NEW YORK TRUST COMPANW OF FLORIDA, N. A., a banking corporation organized and existing under the laws of the Uniled States of America (the "Bank"), authorized under such laws to exercise trust powers subject to supervision or examination by Federal or State authority, and registered with the Securities and Exchange Commission. RECITALS Whereas, the Boarc of County Commissioners (the "Board") of the County has duly authorized and provided f~r the issuance of its $ Sales Tax Refunding and Improvement Revenue Bonis, Series 2003, dated July 15, 2003 (the "Bonds"), by Resolution No. 03-137, adopted by the Board on June 24, 2003, as supplemented by Resolution No. 03-163, adopted by the Board on July 15, 2003 (collectively, the "Bond Resolution"), and Whereas, all things aecessary to make the Bonds the valid obligations of the County, in accordance with their terms, will be taken upon the issuance and delivery thereof; and Whereas, the County desires that the Bonds be issued in fully registered form with fights of transfer and exchange as provided in this agreement, to assure the exclusion from gross income for federal income tax purposes pursuant to Section 149(a) of the Internal Revenue Code of 1986, as amended; and Whereas, the County has by the Bond Resolution appointed the Bank (a) Paying Agent of the County to receive moneys from the Cotmty and to pay the principal off premium, if any, and interest on the Bonds, in accordance with the terms thereof, and to hold the municipal bond new issue insurance policy and :lebt service reserve fund surety bond issued by Municipal Bond Insurance Corporation with ~spect to the Bonds, and (b) Registrar to maintain the books for the registration of ownersltip and transfer of the Bonds; and Whereas, the Bank has represented it is duly qualified to perform the duties described herein, including in particula: that it meets the standards set forth herein in Section 8.10 for any successor Paying Agent and Registrar; and Whereas, the County and the Bank each have duly authorized the execution and delivery of this Agreement; and all things necessary to make this agreement the valid agreement of the County Board and the Bank, in accor~ ance with its terms, have been done. Now, Therefore, for and in consideration of the premises and the covenants herein contained the County and the 3ank agree as follows: 10033vl/28902-00116/A-BRPA ARTICLE I DEFINITIONS Section 1.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided, or unless the context otherwise requires: "Authorized Representative" shall mean an authorized representative of the County, as designated by the Board from time to time, and shall include the Chairman, Vice Chairman, County Administrator, and Finance Director. "Bond Purchase A~reement" means the agreement between the County and the Underwriters, dated Jnly__, 2003, providing for the sale and purchase of the Bonds. "Business Day" meaas any day of the year on which banks in the jurisdiction of the County or in any of the cities in which the designated office of the Paying Agent are not required or authorized by law to remain closed, and on which the Paying Agent and the New York Stock Exchange, Inc. are open for business. "Bond Insurer" means Municipal Bond Insurance Corporation. "Owner" and "Security Owner" each mean a person in whose name a bond is registered on the Bond Register. "Person" shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Policy" means the financial guaranty insurance policy issued by the Bond Insurer with respect to the Bonds. "Predecessor Bond" cf any particular Bond means every previous Bond evidencing all or a portion of the same obligation as that evidenced by such particular Bond (and, for the purposes of this definition, any Bond registered and delivered under Section 6.06 hereof in lieu of a mutilated, lost, destroyed, or stolen boad shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bom ). "Receipted Delivery' means any method or medium of delivery of written notices hereunder which provides a method of verification of receipt of the notice by the addressee or by the office of the addressee, in:luding: (a) registered or certified U.S. Mail, return receipt requested, (b) overnight courier by Federal Express or other courier service delivering only upon acknowledgement of receipt, and (c) facsimile transmission where acknowledgement of receipt is by return facsimile transmission, thereof. "Record Date" means when used with respect to the Bonds, the fifteenth day (whether or not a business day) of the calendar month next preceding the Interest Payment Date, or such other date as may be specified by su.~sequent resolution of the Board. 2 10033vl/28902-00116?A-BRPA "Responsible Officer" when used with respect to the Bank means the President, any Vice President or Assistant Vice President or Assistant Treasurer, any Trust Officer or Assistant Trust Officer, Agent, Administrator or any other officer or agent of the Bank customarily performing functions similar to those performed by any of the above designated officers or agents, and also means, with respect to a par~,icular corporate trust matter, any other officer or agent to whom such matter is referred because of ~is knowledge of and familiarity with the particular subject. "Stated Maturity" me ans the date specified as the fixed date on which the principal of each of the Bonds is due and paya31e. "Surety Bond" means the debt service reserve fund surety bond issued by the Bond Insurer with respect to the Bonds. "Underwriters" means, collectively, RBC Dain Rauscher, Inc., as representative of itself and other underwriters named in 'he Bond Purchase Agreement. Section 1.02. Other Definitions. The terms "Bank," "County" "Board," and "Bonds" have the meanings assigned to them in the opening paragraph of this Agreement or in the Recitals. The term "Paying Agent and Registrar" refers to the Bank when it is performing the functions associated with such terms in this Agreement. The term Bond Register shall have the meaning assigned to it in Section 6.01 of this Agreement. ARTICLE I1 AGREEMENT OF BANK TO ACT AS i>AYING AGENT AND REGISTRAR Section 2.01. Appointment. The Bank hereby accepts its appointment, and the County and the Bank agree that the Bank will act as the Paying Agent and Registrar, and as such will perform the functions of Paying Agent and Registrar as described herein and in the Bond Resolution, and in the event or'conflict the terms of the Bond Resolution shall govern. Section 2.02. Compensation. As compensation for the Bank's services as Paying Agent and Registrar, the County hereby agrees to pay the Bank the fees and amounts set forth in Exhibit A hereto; provided that the Baffc shall notify the County and obtain the prior approval of the County before incurring any expenditares hereunder in excess of the amount of $100. In addition, the Count~? agrees to reimburse the Bank upon its request for all reasonable and necessary expenses, disbursements, and advances incurred or made by the Bank in accordance with 3 [O033vl/28902-OOII6/A-BP~PA any of the provisions hereof (including the reasonable and necessary expenses and disbursements of its counsel), Such fees and expenses shall be paid to the Bank as billed. Section 2.03. Polic> and Surety Bond. The Bank acknowledges receipt of and shall hold in its custody the Policy md the Surety Bond. The Bank shall have no responsibility for ascertaining the need for a draw under the Policy or the Surety Bond. ARTICLE III THE BONDS Section 3.01, Forms Generally. The Bonds, the certificate of authentication, and the assignment to be printed on each of the Bonds, shall be in the forms set forth in the Bond Resolution, with such appro>riate insertions, omissions, substitutions, and other variations as are permitted or required by the Bond Resolution. Section 3.02. Execution, Registration, Delivery, and Dating. The Bonds shall be executed on behalf of the County as directed by the Bond Resolution. The signature of any of these officers on the Bonds may be manual or facsimile. Bonds beating the manual or facsimile signatures of individuals who were at the time the proper officers of the County shall bind the County, notwithstanding that such individuals or any of them shall cease to hold such offices prior to the certification of registration and delivery of the Bonds or shall not have held such offices at the date of the Bones. At any time, and from time to time, after the execution and delivery of this Agreement, any Owner may deliver to the Bank for transfer or exchange Bonds accompanied by instructions designating the Persons to w~om, and the maturities and principal amounts in which, such Bonds are to be transferred, and the Bank shall thereupon, within not more than three (3) business days after receipt of such Bonds ard instructions, register and deliver such Bonds as provided herein and in such instructions. Every Bond surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written ins.mment of transfer, the signature on which has been guaranteed by an officer of a federal or state b~,ztk or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Owner thereof or his attorney duly authorized in writing. All Bonds registered and delivered by thc Bank hereunder shall be dated the date of their authentication. No Bond shall be entitled to any right or benefit under this Agreement, or be valid or obligatory for any purpose, ur less there appears on such Bond, by manual signature, a certificate of authentication in substantially the form provided in the Bond Resolution, executed by the Bank by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. 4 10033v 1/28902-00116/A-B]KPA Section 3.03. Persons Deemed Owners. The County, the Bank, and any agent of the County or the Bank may treat the Person in whose name any Bond is registered or the Bond Registrar as the owner of ~ch Bond for the purpose of receiving payment of the principal of, premium, if any, and interest on such Bond and for all other purposes whatsoever, whether or not such Bond be overdue, and, to the extent permitted by law, none of the County, the Bank, and any such agent shall be affected by any notice to the contrary. ARTICLE IV REDEMPTION OF BONDS Section 4.01. Bond~ Redeemable. The Bonds are redeemable prior to their Stated Maturity as set forth in the Bond Resolution. ARTICLE V PAYING AGENT Section 5.01. Duties of Paying Agent. As Paying Agent, provided adequate collected funds have been provided to it for such purpose by or on behalf of the County, the Bank shall pay on behalf of the County the interest on the Bonds when due, by (a) computing the amount of interest to be paid to each Owner (b) preparing the checks and marling the checks first-class, postage prepaid, U.S. Mail on the Interest Payment Date, to the Owners of the Bonds (or their Predecessor Bonds) as of the Record Date, addressed to their address appearing on the Bond Register, or by such other customary banking arrangements to which the Cwners and the Bank agree, including wire transfer to Owners of one million dollars or more in aggregate principal amount of Bonds upon receipt from such Owner of (a) a written request to wire transfer such interest and (b) payment of a wire fee of $30.00 for each such wire transfer. Section 5.02. Interest Payment Dates. The County hereby instructs the Bank to pay the principal of and interest on :he Bonds on the Interest Payment Dates specified in the Purchase Contract. In any case where any payment of principal and interest is required to be paid on a date which is not a Business Day, then such payment need not be made on such date, but shall be made on the next succeeding Business Day, with the same force and effect as if made on the date fixed for such payment, and no inte'est shall accrue on such payment for the period after such date if such payment is made on such nex~ succeeding Business Day. 5 10033vl/25902-00116/A-BRPA ARTICLE VI REGISTRAR Section 6.01. Transfer and Exchange. The Bank shall maintain on behalf of the County, at its principal corporate t:'ust office, a register (herein sometimes referred to as the "Bond Register") to record ownership and transfers of ownership of the Bonds. The Bank is hereby appointed "Registrar" for the purpose of registering ownership and transfers of Bonds as herein provided. The Bank agrees t> maintain the Bond Register while it is Registrar. Unless otherwise provided the Bonds shall be registered in the name of Cede & Co., as nominee of DTC and shall be issued in the form of a single typewritten certificate for each maturity thereof. With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the County and the Bank shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such DTC Participant holds an interest in the Bonds (the "Beneficial Owner"). The County and the Bank shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC or any DTC Participant with respect to any beneficial ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person other than a Bondholder, as shown on the Bond Register, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a Bondholder, as shown in the Bond Register, of the princil: al and interest, and premium, if any, with respect to the Bonds. The County and the Bank shall be entitled to treat and consider the person in whose name each Bond is registered in the Bond Regisler as the absolute owner of such Bond for the purpose of payment of the principal and interest, a~d premium, if any, with respect to the Bonds, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Bank shall pay the principal and in-erest, and premium, if any, with respect to the Bonds only to or upon the order of the respective Bondholders, as shown in the Bond Register or their respective agents duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the County's obligations with respect to payment of the principal and interest, and premium, if any, with respec~ to the Bonds, to the extent of the sum or sums so paid. No person other than a Bondholder, as shown in the Bond Register, shall receive a Bond certificate evidencing the obligation of the County to make payments of amounts due pursuant to the Resolution. 6.02 Transfer Outs:de Book-Entry Only System. In the event the County determines that DTC is incapable of di,,charging its responsibilities described in the Resolution and in the Letter of Representations oftae County to DTC, and that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, or in the event DTC discontinues the services described in the Letter of Representations, the County shall (a) appoint a successor securities depository, qualified to act a such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify DTC and the Bank of the appointment of such successor securities depository and caus: the Bank to transfer one or more Bonds to such successor securities dc'pository, or (b) notify DTC and the Bank of the availability through DTC of Bonds and cause the Bank to transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such evem, the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name 6 10033vl/289024)0116/A-BRPA of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the Resolution. In connection tlzerewith, the Bank may rely conclusively upon information provided by DTC with respect to the identity and interests of the DTC Participants and upon information provided by the DTC Partici'gants with respect to the Beneficial Owners of the Bonds. No service charge shall be made to the Owner for any registration, transfer, or exchange of a Bond, but the County may require payment of a sum sufficient to cover any tax or other governmental charge that m~y be imposed in connection with any transfer or exchange of Bonds. Section 6.03. Cert[icates. The County shall provide an adequate inventory of Bond certificates to facilitate transfers. The Bank covenants that it will maintain Bond certificates in safekeeping and will use reasonable care in maintaining such Bond certificates in safekeeping, being not less than the care which it takes for other governments or corporations for which it serves as registrar. Section 6.04. Form of Bond Register. The Bank as Registrar will maintain the record of the Bond Register in accordance with the Bank's general practice and procedures in effect from time to time and with the [rovisions of Chapter 279, Florida Statutes. The Bank shall not be obligated to maintain such Register in any form other than those which the Bank has currently available and currently utilizes at the time, provided such system complies with Chapter 279, Florida Statutes. The Bond Register may be maintained in written form or in any other form capable of being converted irrto written form within a period of five (5) days. Section 6.05. List ~ Bond Owners. The Bank will provide the County at any time requested in writing by the County, upon payment of the required fee, a copy of the information contained in the Bond Regis :er. The County may also inspect the Bond Register at any time the Bank is customarily open for >usiness, provided that a period of five (5) days is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the content of Bond Register to any person other than to, or at the written request c f, an Authorized Representative, except upon receipt of subpoena or court order. Upon receipt of the subpoena or court order and as permitted by law, the Bank will notify the County so that the County may, if it desires, contest such subpoena or court order. Section 6.06. Return of Cancelled Certificates. The Bank will surrender to the County, at such reasonable intervals as it determines in writing but not less often that annually, Bond certificates in lieu of which or in exchange for which other Bonds have been issued, or which have been paid. Section 6.07 Mutilated, Destroyed, Lost, or Stolen Bonds. The County hereby instructs the Bank to deliver and issue Bonds in exchange for or in lieu of mutilated, destroyed, lost, or stolen Bonds as long as the same does not result in an overissuance, all in conformance with the requirements of the Bond Resolution. 7 10033v 1/28902-00116/A-BRPA The Bank will issue md deliver new Bonds in exchange for mutilated Bonds surrendered to it. The Bank will issue a new bond in lieu of a Bond for which it received written representation from the Owner that the cerificate representing such Bond is destroyed, lost or stolen, without the surrender or production of the original certificate. The Bank will pay on behalf of the County the principal and premium, if an~,, ora Bond for which it receives written representation that such Bond is destroyed, lost, or stolen t'ollowing the stated maturity or redemption of the Bond, without the surrender or production of tl'w original certificate. On satisfaction of the Bank and the County that any Bond has been destroyed, lost or stolen, and upon receipt by the Bank. and the County of such indemnity or security as they may require, the certificate number on the Bond will be cancelled with a notation on the Bond Register that it has been destroyed, lost, or stolen, and a new bond will be issued of the same series and of like tenor and principal amount beating a number (according to the Bond Register) not contemporaneously outstanding. The Bank will not issue a replacement Bond or pay such replacement bond unless there is delivered to the Bank such security or indemnity as it may require (which may be by the Bank's blanket bond) to save both the Bank and the County harmless. The Bank may charge the Owner the Bank's fees and expense in connection with issuing a new Bond in lieu of or exckange for a mutilated, destroyed, lost, or stolen bond, unless different provision shall be contained in Article 1/ of the Bond Resolution in which event the Bond Resolution shall govern. Section 6.08. Blanket Bond. The County hereby accepts the Bank's current blanket bond for lost, stolen, or destroyed certificates and any furore substitute blanket bond for lost, stolen, or destroyed certificates that the Bank may arrange, and agrees that the coverage under any such blanket bond is acceptable to it and meets the County requirements as to security or indemnity. The Bank need not notify the County of any changes in its blanket bond or in the identity of the company giving such bond, or the terms of any such blanket bond; provided that the Bank shall at all times (a) maintain in effect coverage under its blanket bond sufficient to reimburse the County for any loss on account of p:esentation for payment of any destroyed, stolen or lost Bonds as to which replacement certificates have been issued. The blanket bond then utilized for the purpose of lost, stolen, or destroyed cer-ificates by the Bank is available for inspection by the County upon request. Section 6.09. Transaction Information to County. The Bank will, within a reasonable time after receipt of written request from the County, fumish the County information as to the Bonds it has paid pursuant to Section 5.01, Bonds it has delivered upon the transfer or exchange of any Bonds pursuant to Section 6.01 hereof, and Bonds it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or ~olen Bonds pursuant to Section 6.06 hereof. 8 10033vl/28902-OOII6/A-BKPA ARTICLE VII THE BANK Section 7.01. Dutie., of Bank. The Bank undertakes to perform thc duties of Paying Agcut and Registrar as set forth herein and in thc Bond Resolution and agrees to use reasonable care in the performance thereof, and in thc event of conflict with thc Bond Resolution, thc terms of the Bond Resolution shall govern. Section 7.02. Reliance on Documents, etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, or certificates or opinions furnished to the Bank by an Authorized Representative or an Owner. (b) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (c) The Bank may rely and shall be protected in acting, or refi-aining fi.om acting, upon any Bond Resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by an Authorized Representative, an Owner, or a court of competent jurisdiction. Without limiting the generality of the foregoing statement, the Bank need not examine evidence of ownership of any Bond, but is protected in acting upon receipt of bonds containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Owner or any attorney-~n-fact or the Owner. The Bank shall not be bound to make any investigation into the facts or matters stated in the Bond Resolution, the Purchase Contract, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper er document supplied by an Authorized Representative. (d) The Bank may consult with its counsel, Bond Counsel or the County Attorney, and the advice of such attorneys counsel or any opinion of such attorneys counsel shall be full and complete authorization and ~otection with respect to any action taken, suffered, or omitted by it hereunder in good faith and ir reliance thereon. (e) The Bank may exercise any of its powers hereunder and perform any duties hereunder either directly or b) or through agents or attorneys of the Bank. Section 7.03. Recitals of County. The recitals contained herein and in the Bonds shall be taken as the statements of the County, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the County, any Owner or Owners of any Bond or any other Person for any amount due on any Bond fi.om its own funds. 9 10033vl/28902-00116/A~BRPA Section 7.04. May ~told Bonds. The Bank, in its individual or any other capacity, may become the Owner or pledgee of Bonds and may otherwise deal with the County with the same rights it would have if it were not the Paying Agent and Registrar, or any other agent. Section 7.05. Moneys Held by Bank. Money held by the Bank hereunder shall be segregated from any other funds of the Bank and the County, and such money shall be held for the sole benefit of the Owners. Any money deposited with the Bank for the payment of the principal of, premium, if any, or interest on any Bond and ~maining unclaimed following the due date thereof for twelve (12) months shall be paid by the Bank to the County, and the Owner of such Bond shall thereafter look only to the County for pay~r ent thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. The Bank shall be under no liability for interest on any money received by it hereunder, and held subsequent to the due date for payment of any principal or redemption premium of, or interest on, the Bonds. Section 7.06. Bank not a Trustee. Notwithstanding Section 7.05 hereto with respect to the responsibility of the Bank to hold moneys hereunder for the benefit of the Owners, this Agreement shall not be construed to require the Bank to enforce any remedy which any Owner may have against the County dtmng any default or event of default under any agreement between any Owner and the County, including the Bond Resolution, or to act as trustee for such Owner. Section 7.07. Bank aot Responsible for Bonds. The Bank shall not be accountable for the use of the proceeds ofan~ Bonds or for the use on application of the proceeds thereof. Section 7.08. Liability. The Bank shall not be liable for any error of judgment or any act or steps taken or permitted to be taken in good faith, or for any mistake in law or fact, or for anything it may do or refrain from doing in connection herewith, except for its own misconduct or negligence. Section 7.09 Interp eader. The County and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its Person as well as fimds on deposit with it hereunder, wa.ye personal service of any process, and agree that service of process by certified or registered m~il, return receipt requested, to the address set forth in Section 8.03 hereof shall constitute adequate service. The County and the Bank further agree that the Bank has the right to file a Bill of Inter~leader in any court of competent jm'isdiction to determine the rights of any Person claiming any ~nterest herein or hereunder; provided that venue in any such action shall lie in Martin County, Florida, absent consent of the County for venue to lie elsewhere, which consent shall not be unreasonably withheld to the extent that participation by the County in such proceedings is not contemplat:d. 10 10033vl/28902-00116/A-BRPA ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.01. Amendment. This Agreement may be amended only in writing signed by both of the parties hereto. Section 8.02. Assiglment. This Agreement may not be assigned by either party without the prior written consent of tl~e other. Section 8.03. Notices, Waiver. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the County or the Bank shall be sent by Receipted Delivery to the County or the Bank, respectively, at the addresses shown below: Officer of County Douglas M. Anderson County Administrator St. Lucie County 2300 Virginia Avenue Fort Pierce, Florida 34982 Office* of the Flank The Bank of New Yo-k 10161 Centurion Parkway Jacksonville, Florida 32256 Attn: Corporate Trus- Any notice to Owners provirLed for in this Agreement of any event, shall be sufficiently given if in writing and mailed, first-class mail, postage prepaid, to each Owner, at the address of such Owner as it appears in the Bond Register as of the Record Date or the date of such notice, whichever is applicable. In any case where notice to Owners is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed, to any particular Owner shall effect the sufficiency of such notice with respect to all other Owners. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the Bank, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 8.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. 11 10033v 1/28902-00116/A-BKPA Section 8.05. Successors and Assigns. All covenants and agreements herein by the County shall bind its succes~rs and assigns, whether so expressed or not. Section 8.06. Severability. In case any provision herein shall be invalid, illegal or unenforceable, the validity, legality, arid enforceability of the remaining provisions shall not in any way be affected or impaired -hereby. Section 8.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any person, other than thc Owners and the parties hereto and their successors hereunder, any benefit or any legal or equitable righ., remedy, or claim hereunder. Section 8.08. Entire Agreement. This Agreement and thc Bond Resolution constitute the entire agreement between t.~e parties hereto relative to the Bank acting as Paying Agent and Registrar, and if any conflict exists between this Agreement and the Bond Resolution, thc Bond Resolution shall govern. Section 8.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same Agreement. Section 8.10. Termination. Except as otherwise provided in Article VII hereof, this Agreement will terminate on the date of issuance of its checks for the final payment of principal of, premium, if any, and interest of the Bonds. This Agreement may be earlier terminated with or without cause upon not less that sixty (60) days written notice by Receipted Delivery by either party. Upon such termination, the County will appoint a successor Paying Agent and Registrar. If such appointment is not made within sixty (60) days from the date of whtten notice, the Bank shall deliver all records and any unclaimed moneys held hereunder to th.' County without a right of set off for any fees, charges or expenses due to the Bank. However, the Bank is entitled to payment of all outstanding fees and expenses including any counsel fees or expenses upon delivery of records to the County. In the event this Agreement is terminated by giving written notice, then the Bank agrees, upon request by the County, to give notice by first-class mail to all registered Owners of the name and address of the successor Paying Agent and Registrar. Expenses for such notice shall be paid by the County. The provisions of Section 2.02 and of Article VI/ shall survive and remain in full force and effect following the termination oft'tis Agreement. Any successor Paying Agent and Registrar appointed by the County shall be either a national or state banking institution, and shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supe:vision or examination by federal or State of Florida authority, and registered with the Securities and Exchange Commission. 12 10033vl/28902-00 [ 16/A-BRPA Section 8.13. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. In Witness Whereof, the parties hereto have executed this Agreement as of the day and year first above written. ST. LUCIE COUNTY, FLORIDA ATTEST: By: Chairman, Board of County Commissioners By: Clerk of the Circuit Cour, ex offico Clerk of the Board of Co~mty Commissioners APPROVED AS TO FORM: County Attorney (SEAL) THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A. as Paying Agent and Registrar By: Title: 13 EXHIBIT A BANK'S FEES AND EXPENSES Fee for Paying Agent and Registrar Services $__ annually 14 10033vl/28902-00116/A-BRPA ACKNOWLEDGEMENT STATE OF FLORIDA ) SS. COUNTY OF ST. LUCI~ ) I, ~gr~0[.. fi. [-'~l-{'0~ , a Notary Public in and for said County in the State aforesaid, do hereby certify that Chff Barnes, Paula A. Lewis, John D. Bruhn, Doug Coward, and Frannie Hutchinson, knowr to me to be the same persons whose names are listed above of the Board of County Commissioners of St. Lucie County, Florida, subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that they, being thereunto duly authorized signed and delivered the above instrument as their own free and voluntary act, for uses and purposes therein se: forth. Given under my hand and notarial seal this [ day of July 2003. Signature of Notary Public Type or Print Name of Notary Public My Commission Expires: 9570V2/28902-00118/CD-PUB MTG CERT