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Resolution 256-2014MONROE COUNTY, FLORIDA RESOLUTION N04N5 -2014 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA SUPPLEMENTING RESOLUTION NO. 077-2003 ADOPTED BY THE BOARD ON FEBRUARY 19, 2003, AS AMENDED; ACCEPTING THE PROPOSAL OF PNC BANK, NATIONAL ASSOCIATION, TO PROVIDE THE COUNTY WITH A $16,000,000 NON -REVOLVING LINE OF CREDIT TO FINANCE AND REFINANCE VARIOUS CAPITAL IMPROVEMENT PROJECTS WITHIN THE COUNTY; APPROVING THE FORM OF A LINE OF CREDIT AGREEMENT WITH PNC BANK, NATIONAL ASSOCIATION, IN ORDER TO EVIDENCE SUCH LINE OF CREDIT; APPROVING THE FORM OF A MASTER BOND; PROVIDING FOR THE SECURITY AND REPAYMENT SOURCE FOR DRAWS MADE UNDER THE LINE OF CREDIT AGREEMENT; DELEGATING CERTAIN AUTHORITY TO CERTAIN OFFICIALS OF THE COUNTY; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: SECTION 1. FINDINGS AND AUTHORIZATIONS. It is hereby found and determined that: (A) On February 19, 2003, the Board of County Commissioners (the "Board") of Monroe County, Florida (the "Issuer") duly adopted Resolution No. 077-2003 (as supplemented, the "Resolution"), authorizing, among other things, the issuance of the Issuer's Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2003 (the "Series 2003 Bonds"), for the principal purpose of financing the acquisition, construction and equipping of various capital improvements. (B) On December 14, 2007, the Issuer issued its $29,415,000 Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2007 (the "Series 2007 Bonds") pursuant to the Resolution for the principal purpose of financing the acquisition, construction and equipping of various capital improvements. (C) On the date hereof, the Issuer adopted a supplemental resolution authorizing the issuance of not exceeding $32,000,000 aggregate principal amount of a Monroe County, Florida Infrastructure Sales Surtax Improvement and Refunding Revenue Bond, Series 2014 (the "Series 2014 Bond") pursuant to the Resolution for the principal purpose of financing the acquisition, construction and equipping of various capital improvements and to current refund all of the outstanding Series 2003 Bonds. (D) The Issuer has and shall have from time to time certain capital infrastructure needs and requirements within the County which must be constructed, acquired and equipped in order to improve and maintain the health, safety and welfare of the Issuer's citizens (E) The Issuer's financial advisor, Public Financial Management, Inc. (the "Financial Advisor"), previously solicited proposals from various financial institutions to provide the Issuer with a non -revolving line of credit to finance and refinance capital improvements from time to time and the proposal (the "Proposal") received from PNC Bank, National Association (the "Bank"), a copy of which is attached hereto as Exhibit A, is the most beneficial proposal for the Issuer. (F) The Resolution provides for the issuance of Additional Bonds, payable on a parity with the Series 2007 Bonds and the Series 2014 Bond (collectively, the "Parity Obligations"), for the principal purpose of financing and refinancing capital improvements, upon meeting certain requirements set forth in the Resolution. (G) The Issuer deems it to be in its best interest to accept the Proposal of the Bank to provide it with a non -revolving line of credit and to issue its Monroe County, Florida Infrastructure Sales Surtax Master Revenue Bond (PNC Bank Line of Credit), Series 2014 (the "Master Bond") to the Bank pursuant to the authority of the Resolution to secure and evidence the line of credit (the "Line of Credit"). (IT) The Issuer and the Bank shall enter into the hereinafter defined Line of Credit Agreement that will contain various terms of and provisions for the Line of Credit and the Master Bond. (I) Each Draw (as defined in the Line of Credit Agreement) under the Line of Credit shall be repaid from the Pledged Funds (as defined in the Resolution) in the manner and to the extent set forth in the Resolution, the Master Bond and the Line of Credit Agreement and the ad valorem taxing power of the County will never be necessary or authorized to pay said amounts. (J) Due to the potential volatility of the market for tax-exempt obligations such as the Master Bond and the complexity of the transactions relating to such Master Bond and the Line of Credit, it is in the best interest of the Issuer to sell the Master Bond by a negotiated sale to the Bank pursuant to the Proposal, the Line of Credit Agreement and 2 the provisions hereof and of the Resolution, rather than at a specified advertised date, thereby permitting the Issuer to obtain the best possible price, terms and interest rate for the Master Bond and the Line of Credit Agreement (K) The Issuer hereby certifies that it is current in all deposits into the various funds and accounts established by the Resolution and all payments theretofore required to have been deposited or made by the Issuer under the provisions of the Resolution have been deposited or made and the Issuer has complied with the covenants and agreements of the Resolution and is not currently in default under the Resolution. (L) The Issuer hereby finds and certifies that all wastewater projects required to be funded by the Issuer within Monroe County, Florida have been completed or fully funded or will be fully funded upon the issuance of the Series 2014 Bond. (M) The covenants, pledges and conditions in the Resolution shall be applicable to the Master Bond herein authorized and said Master Bond shall be on a parity with and rank equally as to the lien on and source and security for payment from the Pledged Funds and in all other respects with the Parity Obligations and all Additional Bonds hereafter issued pursuant to the Resolution, and shall constitute a 'Bond" within the meaning of the Resolution. SECTION 2. DEFINITIONS. When used in this Supplemental Resolution, the terms defined in the Resolution shall have the meanings therein stated, except as such definitions may be hereinafter amended and defined. The words "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms shall refer to this Resolution. Words importing the singular number include the plural number, and vice versa. SECTION 3. AUTHORITY FOR THIS RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of the Resolution and the Act. SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of the Master Bond by the Bank, the provisions of the Resolution, as supplemented hereby, shall be a part of the contract of the County with the Bank, and shall be deemed to be and shall constitute a contract between the County and the Bank. The pledge made in the Resolution and the provisions, covenants and agreements therein and herein set forth to be performed by or on behalf of the County shall be for the benefit, protection and security of the Bank. The Master Bond and the Draws to be made thereagainst regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or 9 distinction of the Master Bond or such Draws over any other thereof except as provided therein or in the Line of Credit Agreement. SECTION 4. ACCEPTANCE OF PROPOSAL. The County hereby accepts the Proposal of the Bank to provide the County with a $16,000,000 non -revolving line of credit, a copy of which is attached hereto as Exhibit A. The Mayor and the Clerk are each hereby authorized to execute and deliver the Proposal to the Bank, all of the terms and provisions of which are hereby approved and all actions previously taken by the Mayor, the Clerk, the County Administrator and other officials and employees of the County with respect to the Proposal are hereby ratified and approved. The interest rate with respect to the Line of Credit is variable and shall be established from time to time in accordance with the terms of the Proposal. SECTION 6. APPROVAL OF FORM OF LINE OF CREDIT AGREEMENT. The repayment of each Draw under the Line of Credit Agreement shall be pursuant to the terms and provisions of the Line of Credit Agreement and the Resolution. The terms and provisions of the Line of Credit Agreement in substantially the form attached hereto as Exhibit B are hereby approved, with such changes, insertions and additions as the Mayor and Clerk may approve. The County hereby authorizes the Mayor to execute and deliver, and the Clerk to attest and affix the County seal to, the Line of Credit Agreement substantially in the form attached hereto as Exhibit B, with such changes, insertions and additions as they may approve, their execution thereof being evidence of such approval. SECTION 7. SECURITY FOR THE MASTER BOND; LIMITED OBLIGATION. The Master Bond is being issued as an Additional Bond pursuant to the Resolution and shall constitute a 'Bond" as defined therein and shall be deemed to have been issued pursuant to the Resolution the same as the Parity Obligations, and all of the covenants and other provisions of the Resolution shall be for the equal benefit, protection and security of the Bank and the holders of all other Bonds heretofore or hereafter issued pursuant to the Resolution. The payment of the principal of and interest on the Master Bond shall be secured forthwith equally and ratably by a pledge of and lien upon the Pledged Funds, to the extent and in the manner provided in the Resolution. The Master Bond shall not be or constitute general obligations or indebtedness of the County as "bonds" within the meaning of any constitutional or statutory provision, but shall be special obligations of the County, payable solely from and secured by a lien upon and pledge of the Pledged Funds with and to the extent set forth in the Resolution. No holder of the Master Bond shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Master Bond or any Draw thereunder, or be entitled to payment of such Master Bond or any Draw thereunder from any moneys of the County except from the Pledged Funds in the manner provided in the Resolution and in the Line of Credit Agreement. Ll SECTION 8. RESERVE ACCOUNT. Pursuant to the provisions of Section 4.05(A)(4) of the Resolution, the County hereby establishes a separate subaccount in the Reserve Account for the Master Bond which shall be designated as the "Master Bond Subaccount" of the Reserve Account. The Reserve Account Requirement with respect to the Master Bond Subaccount and the Master Bond shall be zero dollars and zero cents ($0.00). The Master Bond Subaccount shall solely secure the Master Bond and the Master Bond shall not be secured by any other portion of the Reserve Account or any other subaccount therein. SECTION 9. APPROVAL OF MASTER BOND. In order to evidence and secure Draws under the Line of Credit Agreement, it is necessary to provide for the execution of the Master Bond. The Mayor is authorized to execute and deliver, and the Clerk is authorized to attest and affix the seal to, the Master Bond substantially in the form attached to the Line of Credit Agreement as Exhibit B, with such changes, insertions and additions as they may approve, their execution thereof being evidence of such approval. The Clerk is hereby designated Registrar and Paying Agent for the Master Bond. The Clerk shall keep adequate books and records to identify the holder of the Master Bond. SECTION 10. DRAWS TO BE MADE BY CERTAIN AUTHORIZED OFFICERS. Any Authorized Officer is authorized to make Draws under the Line of Credit Agreement pursuant to the terms and provisions of the Line of Credit Agreement and to execute such Draw Requests that are required by the Bank; provided, however, the following must be satisfied prior to any such Draw being made: (A) the interest rate on the Draw must not exceed the Interest Rate (as determined in accordance with the Line of Credit Agreement); (B) the principal amount of the Draw, together with all other Draws previously or simultaneously made under the Line of Credit Agreement, does not exceed $16,000,000; (C) the proceeds of the Draw are scheduled to be applied to finance or refinance all or a portion of the costs of capital improvements that have been approved by the Board of County Commissioners, as more particularly described in the Line of Credit Agreement; (D) no Event of Default shall have occurred and be continuing under the Line of Credit Agreement or the Resolution; (E) the provisions of Section 5.02(A) of the Resolution are complied with; and (F) all other conditions required under the Line of Credit Agreement for making a Draw have been satisfied. C SECTION 11. GENERAL AUTHORIZATION. The Mayor, the Clerk, and the County Administrator are authorized to execute and deliver such documents, instruments and contracts, whether or not expressly contemplated hereby, and the County Attorney, Bond Counsel and other employees or agents of the County are hereby authorized and directed to do all acts and things required hereby or thereby as may be necessary for the full, punctual and complete performance of all the terms, covenants, provisions and agreements herein and therein contained, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Resolution. SECTION 12. REPEAL OF INCONSISTENT DOCUMENTS. All prior ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 13. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 17th day of October, 2014. Mayor Sylvia Murphy t5 Mayor Pro Tem Danny Kolhage l5 Commissioner Heather Carruthers t� Commissioner George Neugent f� Commissioner David Rice y�5 HEAVILIN, Clerk By: G Deputy Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA MONROE COUNTY ATTORNEY A'PrPOVEQ AS, TO F RM NTHIA L. HALL ASSISTANT OUNTY ATTORNEY 6 Date - 30 - 2,0 1 �% EXHIBIT A PROPOSAL OF PNC BANK, NATIONAL ASSOCIATION Monroe County, Florida Response to the Request for Bank Loan Proposals for the Infrastructure Sales Surtax Revenue Line of Credit August 25, 2014 Presented by: PNC Bank, National Association 16740 San Carlos Boulevard Ft. Myers, Florida 33908 Cover Letter Date: August 25, 2014 To: Mr. Kevin Madok, Monroe County, Florida - Senior Director, Senior Planning Mr. Sergio Masvidal, Director — Public Financial Management Mr. Pedro Varona, Analyst — Public Financial Management From: PNC Bank, National Association Re: Request for Proposal ("RFP") Monroe County, Florida — Infrastructure Sales Surtax Revenue Line of Credit in an amount not to exceed $16,000,000. Dear Mr. Madok, Mr. Masvidal and Mr. Varona: Attached you will find the terms and conditions for a Bank Line of Credit for Monroe County, Florida (the "County") for $16,000,000 Tax -Exempt NBQ Infrastructure Sales Surtax Revenue Non -Revolving Line of Credit. PNC Bank, National Association ("PNC Bank") is excited for the opportunity to assist the County in the completion of this transaction. PNC Bank brings a team -oriented approach to each financing, offering deep industry experience and sound technical expertise. Furthermore, we believe in developing full relationships with our clients. We work hard to comprehensively understand our clients' unique financial needs and leverage the complete capabilities of the institution to respond with thorough, thoughtful solutions. PNC is pleased to be able to support the County with this credit financing solution and aims to complete the transaction in a timely fashion. If you have any questions or need any additional information, please do not hesitate to contact Nick at 239-437-3736 or via email at nicholas.ayotte@pnc.com. Regards, aot::� Nicholas Ayotte Vice President 239-437-3736; nicholas.ayotte@pnc.com PNC Bank, National Association PNC Bank Preliminary Term Sheet: Bank Line of Credit This Summary of Terms and Conditions is not a commitment or an offer to lend and does not create any obligation on the part of the Bank. The Bank will not be deemed to extend any commitment to the Borrower unless and until a formal commitment letter is issued. This outline is only a brief description of the principal terms of the suggested facility or direct placement and is intended for discussion purposes only. MONROE COUNTY, FLORIDA SUMMARY OF TERMS AND CONDITIONS August 25, 2014 Borrower Monroe County, Florida ("County" or the `Borrower") Bank PNC Bank, National Association (the "Bank") Variable Rate Non -Revolving Line of Credit The Line of Credit would be offered by the Bank subject to the provisions of an Agreement with the final terms subject to approval by the County and the Bank. The purpose is to provide up to $16,000,000 to provide for funding the County's various capital improvement projects, including the final phases of the Cudjoe Key wastewater project and for funding various phases of the County's road rehabilitation program. Collateral The 2014 Bank Line of Credit shall be secured forthwith equally and ratable by a pledge of and senior lien upon (i) all amounts received by the County from the Discretionary Sales Surtax Clearing Trust Fund referred to in Section 212.054(4)(B), Florida Statutes, including but not limited to, the proceeds of the one cent local government infrastructure sales surtax levied pursuant to Section 212.055(2), Florida Statutes, and the proceeds of the tax levied pursuant to Section 202.19(5), Florida Statutes (the "Infrastructure Sales Surtax Revenues"), and (ii) until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in certain funds and accounts established pursuant to the Resolutions (collectively, the "Pledged Funds"). The 2014 Bank Line of Credit will be on senior parity with the Series 2007 Bonds. � a PNC Bank Preli Amortization & Maturity for the 2014 Bank Non - Revolving Line of Credit Term Sheet: Bank Line of Credit $16,000,000 Bank Non -Revolving Line of Credit Interest Repayment For the 2014 Bank Non -Revolving Line of Credit Variable Interest Rate for the 2014 Bank Non -Revolving Line of Credit Synthetic Fixed Interest Rate Note Default Rate Prepayment All outstanding principal due and payable in full on the final maturity date of December 31, 2016. This 2014 Non -Revolving Line of Credit must close no later than October 24, 2014, unless otherwise approved by the Bank. This facility must also be drawn in an amount of no less than $8,000,000 (or 50%) by the end of the first 12 months or a non- use fee of 10 basis points will be applied dating back to the Line origination date and paid based on the undrawn amounts. This non- use fee will continue past the 12-month anniversary until 50% of the Line is drawn. Minimum draws will be in denominations of $100,000. Interest will be due and payable on the first day of each month commencing on the first day of the next succeeding month after the closing date. Interest for this facility will accrue on an Act/360 basis. Tax -Exempt Non -Bank Qualified Variable Rate: (70% of 1 Month Libor) + .51% If the County would like additional information regarding the merits of interest rate hedging and separating the source of capital from managing the interest rate risk, Dodd -Frank and the SEC Municipal Advisor Rule require PNC to obtain executed safe harbor letters, attached herein as Exhibits A, B, and C. Alternatively, the County could take action online and adhere to the ISDA protocol by matching to PNC (PNC or your advisor can provide assistance with this method if needed). Prime + 3.00% or maximum allowable by law, whichever is less. Prepayment at any time without penalty. The prepayment must be made on a 1 Month Libor reset tranche date. PNC Bank Preliminary Term Sheet: Bank Line of Credit Note Prior to the Line of Credit Maturity Date and subject to credit approval, the Bank is willing to discuss the option of renewing the Bank Line of Credit as a fixed rate term loan under terms and conditions mutually acceptable to the Bank and the Board. Further, on Dec 31, 2016, at the option of the County, the outstanding balance of the Line of Credit can be termed out at the lesser of Prime + 4.00% or the maximum allowable by law, with level debt service over the following 8 years (final maturity of 4/l/2024). Yield Protection If an event of taxability occurs due to action (or inaction) caused by the County, the interest rate charged on the outstanding principal balance of the Line shall, effective as of and after the date of the occurrence of such event of taxability, be increased to, calculated and recalculated at the taxable equivalent rate from the date of the determination of taxability. Covenants Covenants as contained in the Resolution (Article V) and Line of Credit Agreement. Affirmative and negative covenants will be specified by the Bank for inclusion in the Line of Credit documents. The Bank will require consent to amendments and waiver in the Event of a Default, including a Credit Default. Expenses All expenses incurred by the Bank shall be paid by the Borrower. These include, but are not limited to, fees and expenses of legal counsel (inside and outside) and any other expenses in connection with documenting, closing, monitoring or enforcing the Line and shall be payable at closing or otherwise on demand. Payment by Borrower of expenses described above shall not be contingent upon the closing of the Line. Legal fees will be for the account of the Board after documentation of the transaction has started, regardless of whether the transaction closes. Mr. Duane Draper of Bryant Miller Olive P.A. will serve as bank counsel and review -only (i.e. no opinion) fees would be $7,500 for the Line of Credit. Representations And Warranties The Borrower shall make representations and warranties standard for this type of transaction, in form and substance satisfactory to the Bank. Conditions Precedent Including, but not limited to, the following all of which shall be in form and substance satisfactory to the Bank: 1) All documentation relating to the Line of Credit in form and substance satisfactory to the Bank. 2) Satisfactory review of other agreements relating to the Line of Credit. PNC Bank Preliminary Term Sheet: Bank Line of Credit 3) Evidence that the Line of Credit is on parity with all other senior debt obligations. 4) Evidence that Borrower is authorized to enter into this transaction. 5) No material adverse change in the condition, financial or otherwise, operations, properties, assets or prospects of the Borrower. 6) No material threatened or pending litigation against the borrower or additional material contingent obligations of the Borrower. 7) Delivery of opinions of counsel. 8) Payment of all legal fees. Reporting Requirements 1) Annual audited financial statements for the Borrower within 270 days of the Borrower's fiscal year end. 2) Budgets, forecasts and other items as may be reasonably requested by the Bank which are prepared by the Borrower Events of Default (including those contained in Article VI of the Resolution) 1) Payment default. 2) Breach of Representations or Warranties. 3) Violation of covenant(s). 3) Bankruptcy, insolvency. 4) Cross Default to other parity indebtedness or any condition which results in the acceleration or put rights of other indebtedness of the Borrower. 5) Line of Credit documents unenforceable. 6) Adverse judgments. 7) Default under governing bond documents Other Events of Default as appropriate GPNC PNC Bank Preliminary Term Sheet: Bank Line of Credit Documentation Resolution and other Line of Credit documents in form and substance satisfactory to the Bank must be executed and delivered containing representations, warranties, covenants, indemnities, conditions to lending, events of default and other provisions as are appropriate in the Bank's opinion and specified by the Bank. Governing Law State of Florida. Consent to Florida Jurisdiction. Waiver of jury trial. Indemnification Standard indemnification of the Bank by the Borrower will apply. Tax Treatment Interest on the Line of Credit shall be excludable from gross income for federal income tax purposes. The County shall take all steps necessary to maintain such tax exempt status for the Line of Credit. The Bank shall be provided an opinion of tax counsel satisfactory to the Bank which concludes that interest on the Line of Credit is excludable from gross income for federal income tax purposes. Expiration Unless this proposal is accepted by the Borrower in writing, this proposal expires October 24, 2014. The final funding date must also be acceptable to the Bank. Rate lock provisions also apply. Accepted: MONROE COUNTY, FLORIDA By: _ Title: Dated: MONROE COUNTY ATTORNEY ArROVy AS O FORM. (flYN L. HALL ASSISTA T COUNTY ATTORNEY Date I- s o - �Pl I EXHIBIT B FORM OF LINE OF CREDIT AGREEMENT LINE OF CREDIT AGREEMENT BETWEEN MONROE COUNTY, FLORIDA ".1 01 PNC BANK, NATIONAL ASSOCIATION Dated as of October 21, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS................................................................................... 2 SECTION 1.02. INTERPRETATION..........................................................................5 SECTION 1.03. TITLES AND HEADINGS............................................................... 5 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR MASTER BOND SECTION 2.01. REPRESENTATIONS BY THE COUNTY ...................................... 6 SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BANK ................................................... 7 SECTION 2.03. TAX COVENANT............................................................................. 7 SECTION 2.04. MASTER BOND AND DRAWS NOT TO BE INDEBTEDNESS OF THE COUNTY OR STATE .................... 8 SECTION 2.05. SECURITY FOR MASTER BOND AND DRAWS ......................... 8 SECTION 2.06. PAYMENT COVENANT.................................................................. 8 ARTICLE III DESCRIPTION OF MASTER BOND AND DRAWS; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE MASTER BOND AND DRAWS ............ 9 SECTION 3.02. OPTIONAL PREPAYMENT.......................................................... 11 SECTION 3.03. ADJUSTMENTS TO INTEREST RATES ..................................... 11 ARTICLE IV CONDITIONS FOR DRAWS SECTION 4.01. CONDITIONS FOR DRAWS......................................................... 13 ARTICLE V EVENTS OF DEFAULT; REMEDIES SECTION 5.01. EVENTS OF DEFAULT................................................................. 16 SECTION5.02. REMEDIES...................................................................................... 16 ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THIS AGREEMENT OR THE BOND RESOLUTION ............ 18 SECTION 6.02. COUNTERPARTS........................................................................... 18 i SECTION 6.03. SEVERABILITY............................................................................. 18 SECTION 6.04. TERM OF AGREEMENT............................................................... 18 SECTION 6.05. NOTICE OF CHANGES IN FACT ................................................. 18 SECTION 6.06. NOTICES......................................................................................... 19 SECTION 6.07. INCORPORATION BY REFERENCE ........................................... 19 SECTION 6.08. ASSIGNMENT................................................................................ 19 SECTION 6.09. WAIVER OF JURY TRIAL; APPLICABLE LAW AND JURISDICTION......................................................................... 19 EXHIBITS A - FORM OF DRAW CERTIFICATE B - FORM OF MASTER BOND C - FORM OF DRAW REQUEST ii This LINE OF CREDIT AGREEMENT (the "Agreement") is made and entered into as of October 21, 2014, by and between MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida duly organized and validly existing under the laws of the State of Florida, and its successors and assigns (the "County"), and PNC BANK, NATIONAL ASSOCIATION, a national banking association authorized to do business in the State of Florida, and its successors and assigns (the "Bank"); WITNESSETH: WHEREAS, the County is authorized under applicable provisions of Florida law to, among other things, acquire, construct, equip, own, sell, lease, operate and maintain various capital improvements and public facilities to promote the welfare and economic prosperity of the residents of the County and to borrow money to finance and refinance the acquisition, construction, equipping and maintenance of such capital improvements and public facilities; and WHEREAS, the County finds it necessary and in the best interests of the County to finance from time to time the costs for the planning, design, development, acquisition, construction, reconstruction, equipping and maintenance of various capital improvements and public facilities to be more particularly described and identified as provided herein and all incidental costs relating thereto (collectively, the "Projects"); and WHEREAS, the County finds and shall find that the Projects will serve a public purpose under the Act (as defined herein); and WHEREAS, the Bank is willing to make available to the County, and the County is willing to enter into, a non -revolving, line of credit arrangement pursuant to the terms and provisions of this Agreement in an aggregate principal amount of not exceeding $16,000,000 (unless otherwise adjusted upward in accordance with the terms hereof) under which the County may draw moneys from time to time to finance or refinance the costs of Projects. NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS. The terms defined in this Article I shall, for all purposes of this Agreement, have the meanings in this Article I specified, unless the context clearly otherwise requires. All capitalized terms not defined herein shall have the meanings ascribed thereto in the hereinafter defined Bond Resolution. "Act" shall have the meaning ascribed thereto in the Bond Resolution. "Agreement" shall mean this Line of Credit Agreement, dated as of October 21, 2014, by and between the County and the Bank and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Authorized Officer" shall have the meaning ascribed thereto in the Bond Resolution. "Bank" shall mean PNC Bank, National Association and its successors and assigns. "Bank" shall include any subsequent holder of the Master Bond. "Board" shall mean the Board of County Commissioners of Monroe County, Florida. "Bond Counsel" shall have the meaning ascribed thereto in the Bond Resolution. "Bond Resolution" shall mean Resolution No. 077-2003, adopted by the Board on February 19, 2003, as amended and supplemented, particularly as supplemented by a resolution adopted by the Board on October 17, 2014, authorizing the issuance of the Master Bond and the execution and delivery of this Agreement. "Business Day" shall mean any day other than a Saturday or Sunday or legal holiday on which commercial banks are authorized or required to be closed for business in New York, New York. "Clerk" shall have the meaning ascribed thereto in the Bond Resolution. "Code" shall have the meaning ascribed thereto in the Bond Resolution. "County" or "Issuer" shall mean Monroe County, Florida, a political subdivision of the State of Florida duly organized and validly existing under the laws of the State of Florida. "County Administrator" shall mean the County Administrator of the County, or his or her authorized designee. 2 "Date of Issuance" shall mean, in the case of each Draw, the date such Draw is funded. The Date of Issuance for each Draw will be set forth in the corresponding Draw Request. "Default Rate" shall mean the lesser of (a) the sum of the Prime Rate plus three percent (3.00%) per annum or (b) the maximum rate permitted by law. "Determination of Taxability" shall mean the circumstance of interest paid or payable on the Master Bond or any Draw becoming includable for federal income tax purposes in the gross income of the Bank for any reason whatsoever and regardless of whether the same was within or beyond the control of the County. A Determination of Taxability shall be evidenced by either (a) the receipt by the County or the Bank of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency which holds that any interest payable on the Master Bond or any Draw is includable in the gross income of the Bank or (b) the issuance of any public or private ruling of the Internal Revenue Service that any interest payable on the Master Bond or any Draw is includable in the gross income of the Bank; provided, no Determination of Taxability shall be deemed to occur unless the County has been given, to the extent permitted by law, an opportunity to participate in and seek, at the County's own expense, a final administrative determination by the Internal Revenue Service or determination by a court of competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such Determination of Taxability. For all purposes of this definition, a Determination of Taxability will be deemed to occur on the first date as of which the interest on the Master Bond or any Draw is deemed includable in the gross income of the Bank. "Draw" or "Drawing" shall mean a borrowing of money against the Master Bond in accordance with this Agreement. "Draw Certificate" shall mean the certificate of the County required to be delivered with respect to each Draw pursuant to Section 4.01(a) hereof, the form of which is attached hereto as Exhibit A. "Draw Request" shall mean the written request of the County to the Bank to make a Draw against the Master Bond pursuant to Section 4.01(a) hereof and approved by the Bank, the form of which is attached hereto as Exhibit C. "Event of Default" shall have the meaning ascribed thereto in Section 5.01 hereof. "Fiscal Year" shall mean the 12-month period commencing on October 1 of any year and ending on September 30 of the immediately succeeding year. "Interest Rate" shall mean (1) for the period commencing on the date hereof through and including December 31, 2016, a variable rate of interest equal to the sum of (a) 70% of One -Month LIBOR, plus (b) 0.51 % and, (2) if the County elects to extend the final maturity date of the Master Bond from December 31, 2016 to April 1, 2024 in accordance with Section 3.01(d) hereof, a variable rate of interest equal to the sum of the Prime Rate plus four percent (4.00%) for the period commencing on January 1, 2017 through and including April 1, 2024, provided the Interest Rate shall never exceed the maximum rate permitted by law. "LIBOR Reserve Percentage" shall mean the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as "Eurocurrency liabilities"). "Master Bond" shall mean the Monroe County, Florida Infrastructure Sales Surtax Master Revenue Bond (PNC Bank Line of Credit), Series 2014, authorized by the Bond Resolution and more particularly described in Article III hereof. "Mayor" shall have the meaning ascribed thereto in the Bond Resolution. "One -Month LIBOR" shall mean, for each Reset Date, the interest rate per annum determined by the Bank by dividing (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by the Bank as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (an "Alternate Source"), at approximately 11:00 a.m., London time, two (2) Business Days prior to such Reset Date, as the one (1) month London interbank offered rate for U.S. Dollars commencing on such Reset Date (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Bank at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. "Pledged Funds" shall have the meaning ascribed thereto in the Bond Resolution. "Prime Rate" means that index rate of interest which the Bank from time to time announces as its prime lending rate, which rate is an index rate for guidance to loan officers and is not necessarily the best or lowest rate charged borrowing customers of the Bank, or if such rate is no longer announced, such comparable prime rate as shall be published in the Wall Street Journal. 11 "Project" or "Projects" shall refer to the planning, design, development, redevelopment, acquisition, construction, equipping and maintenance, from time to time, of various capital improvements and public facilities in the County including the costs associated therewith financed or refinanced from the proceeds of the Draws. Each Project to be financed or refinanced by each Draw shall be described in a Draw Request delivered on or before the funding of the Draw, all as more particularly described in Section 4.01 hereof. "Reset Date" shall mean the first day of each month. "State" shall mean the State of Florida. "Tax Certificate" shall have the meaning ascribed thereto in Section 2.03 hereof. SECTION 1.02. INTERPRETATION. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. Any capitalized terms used in this Agreement not herein defined shall have the meaning ascribed to such terms in the Bond Resolution. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. SECTION 1.03. TITLES AND HEADINGS. The titles and headings of the articles and sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. [Remainder of page intentionally left blank] 5 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR MASTER BOND SECTION 2.01. REPRESENTATIONS BY THE COUNTY. The County represents, warrants and covenants that: (a) The County is a political subdivision of the State. Pursuant to the Bond Resolution, the County has duly authorized the execution and delivery of this Agreement and the Master Bond, the performance by the County of all of its obligations hereunder and under the Master Bond, and the issuance of the Master Bond in the aggregate principal amount not to exceed $16,000,000 (unless adjusted in accordance with the terms hereof). (b) The County has complied with all of the provisions of the Constitution and laws of the State, including the Act, and has full power and authority to enter into and consummate all transactions contemplated by the Bond Resolution, this Agreement, or under the Master Bond, and to perform all of its obligations hereunder and under the Master Bond. To the best knowledge of the County, the transactions contemplated hereby do not conflict with the terms of any statute, order, rule, regulation, judgment, decree, agreement, instrument or commitment to which the County is a party or by which the County is bound. (c) The County is duly authorized and entitled to adopt the Bond Resolution, issue the Master Bond and execute and deliver this Agreement and, when this Agreement is executed and delivered and the Master Bond is issued in accordance with the terms of this Agreement, the Bond Resolution, the Agreement and the Master Bond will each constitute a legal, valid and binding obligation of the County enforceable in accordance with their respective terms, subject as to enforceability to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. (d) There are no actions, suits or proceedings pending or, to the best knowledge of the County, threatened against or affecting the County, at law or in equity, or before or by any governmental authority, that, if adversely determined, would materially impair the ability of the County to perform the County's obligations under the Bond Resolution, this Agreement or under the Master Bond. (e) The County will furnish to the Bank within 270 days after the close of each Fiscal Year of the County a copy of the annual audited financial statements of the County. The County shall also provide the Bank with a copy of the annual budget of the County each year within 30 days of the adoption of such budget and any other information reasonably requested by the Bank. on (f) The financial information concerning the County heretofore delivered to the Bank is complete and correct and fairly presents the financial condition of the County for the period(s) referred to. There are no liabilities (of the type required to be reflected on balance sheets prepared in accordance with generally accepted accounting principles), direct or indirect, fixed or contingent, of the County as of the date of such financial information which are not reflected therein. There has been no material adverse change in the financial condition or operations of the County since the date of such information (and no such material adverse change is pending or, to the County's knowledge, threatened), and the County has not guaranteed the obligations of, or made any investment in or loans to, any person except as disclosed in such information. SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BANK. The Bank hereby represents, warrants and agrees that it is authorized to execute and deliver this Agreement and to perform its obligations hereunder, and such execution and delivery will not constitute a violation of its articles of incorporation or bylaws. Pursuant to the terms and provisions of this Agreement, the Bank agrees to establish a line of credit on behalf of the County pursuant to which it will make one or more loans to the County for the purpose of financing or refinancing the costs of Projects. SECTION 2.03. TAX COVENANT. (a) In order to maintain the exclusion from gross income for purposes of Federal income taxation of interest on the Draws made against the Master Bond, the County shall comply with each requirement of the Code applicable to the Master Bond and the Draws. In furtherance of the covenant contained in the preceding sentence, the County agrees to continually comply with the provisions of the Certificate as to Arbitrage and Certain Tax Matters executed in connection with the issuance of the Master Bond, as the same may be amended or supplemented from time to time, as a source of guidance for achieving compliance with the Code (referred to herein as the "Tax Certificate"). (b) The County shall make any and all rebate payments required to be made to the United States Department of the Treasury in connection with the Master Bond pursuant to Section 148(f) of the Code. (c) So long as necessary in order to maintain the exclusion from gross income of interest on the Draws for Federal income tax purposes, the covenants contained in this Section shall survive the payments of the Draws and the interest thereon, including any payment or defeasance thereof. (d) The County shall not take or permit any action or fail to take any action which would cause the Master Bond to be an "arbitrage bond" within the meaning of Section 148(a) of the Code. 7 SECTION 2.04. MASTER BOND AND DRAWS NOT TO BE INDEBTEDNESS OF THE COUNTY OR STATE. The Master Bond shall not be or constitute general obligations or indebtedness of the County as a "bond" within the meaning of any constitutional or statutory provision, but shall be a special obligation of the County, payable solely from and secured by a lien upon and pledge of the Pledged Funds with and to the extent set forth herein and in the Bond Resolution. No holder of the Master Bond shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Master Bond or any Draw thereunder, or be entitled to payment of such Master Bond or any Draw thereunder from any moneys of the County except from the Pledged Funds in the manner provided herein and in the Bond Resolution SECTION 2.05. SECURITY FOR MASTER BOND AND DRAWS. The Master Bond shall constitute a 'Bond" as defined in the Bond Resolution and shall be deemed to have been issued pursuant to the Bond Resolution the same as all other Bonds Outstanding thereunder, and all of the covenants and other provisions of the Bond Resolution shall be for the equal benefit, protection and security of the Bank and the holders of all other Bonds heretofore or hereafter issued pursuant to the Bond Resolution. The payment of the principal of and interest on the Master Bond shall be secured forthwith equally and ratably by a pledge of and lien upon the Pledged Funds to the extent and in the manner provided in the Bond Resolution. SECTION 2.06. PAYMENT COVENANT. The County covenants that it shall duly and punctually pay from the Pledged Funds the principal of and interest on the Draws at the dates and place and in the manner provided herein and in the Master Bond according to the true intent and meaning thereof and all other amounts due under this Agreement. Failure to comply with this Section 2.06 shall result in an Event of Default under Section 5.01(a) hereof. [Remainder of page intentionally left blank] ARTICLE III DESCRIPTION OF MASTER BOND AND DRAWS; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE MASTER BOND AND DRAWS. (a) At or prior to the date the County makes the initial Draw against the Master Bond pursuant to Section 4.01(b) of this Agreement, the County shall, pursuant to the authority granted under the Bond Resolution, issue and deliver the Master Bond to the Bank, which bond shall be in an amount equal to SIXTEEN MILLION AND 00/100 DOLLARS ($16,000,000.00) (unless adjusted upward in accordance with the terms hereof) and shall be designated as the "Monroe County, Florida Infrastructure Sales Surtax Master Revenue Bond (PNC Bank Line of Credit), Series 2014." The text of the Master Bond shall be substantially in the form attached hereto as Exhibit B, with such omissions, insertions and variations as may be necessary and desirable to reflect the particular terms of each Master Bond. The provisions of the form of the Master Bond are hereby incorporated in this Agreement. (b) The Master Bond shall be dated the date of its delivery. The Master Bond shall be executed in the name of the County by the manual signature of the Mayor and the official seal of the County shall be affixed thereto and attested by the manual signature of the Clerk. In case any one or more of the officers, who shall have signed or sealed the Master Bond, shall cease to be such officer of the County before the Master Bond so signed and sealed shall have been actually delivered, such Master Bond may nevertheless be delivered as herein provided and may be issued as if the person who signed or sealed such Master Bond had not ceased to hold such office. The Master Bond may be signed and sealed on behalf of the County by such person who at the actual time of the execution of such Master Bond shall hold the proper office, although at the date the Master Bond shall actually be delivered, such person may not have held such office or may have been so authorized. (c) The cumulative aggregate principal amount of all Draws that may be made hereunder and against the Master Bond shall not exceed SIXTEEN MILLION AND 00/100 DOLLARS ($16,000,000.00) (unless adjusted upward in accordance with the terms hereof). The Master Bond shall originally be issued in the denomination of $16,000,000. Each Draw made against the Master Bond shall be numbered consecutively and designated as "Draw Number All Draws shall be made by the County in accordance with Article IV hereof. All Draws made against the Master Bond in accordance with Article IV hereof shall bear interest from the respective Date of Issuance of such Draws, at the applicable Interest Rate, as the same may be adjusted pursuant to Section 3.03 hereof. (d) Subject to the adjustments set forth in Sections 3.03 and 5.02(c) hereof, all Draws made against the Master Bond shall bear interest at the applicable Interest Rate. 6 The Interest Rate shall be adjusted as of the first day of each month to reflect changes in the Prime Rate or One -Month LIBOR, as the case may be. Interest on all Draws made against the Master Bond shall be payable monthly on the first day of each month (each an "Interest Payment Date") so long as any amount under the Master Bond remains outstanding, interest on a particular Draw commencing on the first Interest Payment Date which next succeeds by at least 10 days the date the Draw was made. All Draws shall be due and payable on December 31, 2016; provided, however, the County, in its sole discretion, may elect to extend such payment date to April 1, 2024. If the County makes such election, the outstanding principal amount of all Draws as of December 31, 2016 shall be amortized through April 1, 2024 on an approximately level annual debt service basis, assuming for purposes of this calculation the Interest Rate then in effect, with principal being due and payable on April 1 of each year commencing April 1, 2017. The principal amortization schedule is subject to the Bank's prior written approval, such approval not to be unreasonably withheld. The County shall provide the Bank with 30 days' prior notice of its election to so extend the payment date. Each Draw must be in denominations of $100,000. When all Draws have been paid in full in accordance with the terms hereof and no other Draws may be made hereunder, the Bank shall cancel the Master Bond and deliver it to the County or shall otherwise provide evidence to the County that such Master Bond has been cancelled. Interest on all Draws made against the Master Bond shall be calculated on an actual/360-day year basis. (e) All payments of principal of and interest on Draws made against the Master Bond shall be payable in any coin or currency of the United States which, at the time of payment, is legal tender for the payment of public and private debts and shall be made to the Bank (i) in immediately available funds, (ii) by delivering to the Bank no later than the payment date a check or draft of the County, or (iii) in such other manner as the County and the Bank shall agree upon in writing. (f) There will be no Bank fees to maintain the Line of Credit provided the County makes Draws in an aggregate principal amount of no less than $8,000,000 by October 21, 2015. If the County fails to make Draws in an aggregate principal amount of at least $8,000,000 by October 21, 2015, the County will be charged a non-use fee equal to 10 basis points (0.10%) per annum of the principal amount not drawn against the Master Bond as of and after October 21, 2015. Such fee shall be calculated on a retroactive basis from October 21, 2014 and shall continue to accrue until an aggregate principal amount of $8,000,000 shall be drawn against the Master Bond. Any past due amounts shall be due and payable on October 21, 2015 and all amounts accruing thereafter shall be payable on the first day of each subsequent month. Except as provided in Section 5.02(b), the Bank shall pay for all of its costs, including any legal fees and expenses, relating to servicing the line of credit. The County shall pay legal fees of $7,500.00 to counsel for the Bank in connection with the issuance of the Master Bond. 10 SECTION 3.02. OPTIONAL PREPAYMENT. The County may prepay and redeem any Draw or all Draws made against the Master Bond, in whole or in part, on any scheduled Interest Payment Date by paying to the Bank the principal amount of the Draw to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, without any prepayment premium. Each prepayment of a Draw shall be made on such date and in such principal amount as shall be specified by the County in a notice delivered to the Bank not less than twenty (20) days prior thereto specifying the principal amount of the Draw or Draws to be prepaid and the date of such prepayment. Upon any partial prepayment as provided herein, such prepayment shall be applied in the inverse order of principal amounts payable on such Draw or Draws, unless the Bank and the County shall mutually agree to a revised amortization of the outstanding principal amount, if any, of such Draw or Draws and the Bank shall provide the County with evidence of such revised amortization. Notice having been given as aforesaid, the principal amount of the Draw stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid. If on the prepayment date moneys for the payment of Draw or portion thereof to be prepaid, together with interest to the prepayment date on such amount, shall have been paid to the Bank as above provided, then from and after the prepayment date interest on such portion of the Draw shall cease to accrue. If said moneys shall not have been so paid on the prepayment date, such principal amount of such Draw or portion thereof shall continue to bear interest until payment thereof at the rate or rates provided for in this Agreement. SECTION 3.03. ADJUSTMENTS TO INTEREST RATES. (a) While the Master Bond remains outstanding, upon the occurrence of a Determination of Taxability, the Interest Rate on applicable Draw amounts shall be adjusted in such manner as shall be determined by the Bank, absent manifest error, as shall be necessary to provide to the Bank an after-tax yield on the then outstanding principal amount of the Master Bond equal to the after-tax yield to the Bank, if such Determination had not been made, from the date such interest must be included in such gross income, whereupon the County shall reimburse the Bank for the difference between (i) the interest then due computed at the adjusted rate, and (ii) the interest previously paid on such Draws at the unadjusted rate, along with all costs, expenses, penalties, attorneys' fees and all other losses incurred by the Bank as a result of such Determination of Taxability (but not due to any negligent delay of the Bank), within 30 days after the date a written notice (including a copy of the Determination of Taxability) is delivered by the Bank to the County stating that such a Determination has been made and stating the amount that is then due. The obligation to pay such additional interest and such other costs, expenses, penalties, attorneys' fees and other losses shall survive the payment of the principal of the Master Bond until such time as the federal statute of limitations under which the interest on the Master Bond could be declared taxable under the Code shall have expired; provided, however, any such 11 obligation shall be payable solely from Pledged Funds in the manner and to the extent described in the Bond Resolution. (b) The Bank shall promptly notify the County in writing of any adjustments pursuant to this Section 3.03. Such adjustments shall become effective as of the effective date of the event causing such adjustment. Adjustments pursuant to this Section 3.03 may be retroactive. The Bank shall certify to the County in writing the additional amount, if any, due to the Bank relating to applicable Draws as a result of an adjustment pursuant to this Section 3.03. Notwithstanding any provision of this Section 3.03 to the contrary, in no event shall the Interest Rate on any Draw exceed the maximum rate permitted by law. 12 ARTICLE IV CONDITIONS FOR DRAWS SECTION 4.01. CONDITIONS FOR DRAWS. (a) In connection with any Draw, the Bank shall not be obligated to make any loan under this Agreement unless at or prior to the date specified for the making thereof the County delivers to the Bank a Draw Request of the County's intention to make a Draw at least seven (7) business days prior to the date specified for such Draw. Such Draw Request shall be substantially in the form attached hereto as Exhibit C. Such Draw Request must be signed by an Authorized Officer in connection with each Draw. On or prior to the date of any Draw, the County shall provide the Bank with a certificate signed by an Authorized Officer substantially in the form attached hereto as Exhibit A and with a certificate showing compliance with Section 5.02(A) of the Bond Resolution (including as an attachment thereto mathematical computations that support such certification).. (b) On or before the date the initial Draw is made against the Master Bond, the County shall have caused to be delivered to the Bank the following items in form and substance acceptable to the Bank: (i) A fully executed Tax Certificate relating to the Master Bond and such initial Draw; (ii) A copy of a completed and executed Form 8038-G to be filed with the Internal Revenue Service; (iii) An industry standard opinion of Bond Counsel to the effect that (A) the Agreement and the Master Bond, as the case may be, have been duly authorized by the County and are enforceable obligations in accordance with their terms (enforceability of such instruments may be subject to standard bankruptcy exceptions and the like), and (B) interest on the Master Bond and initial Draw shall be excluded from gross income for federal income tax purposes and will not be treated as a preference item for purposes of computing the alternative minimum tax imposed by (however, the interest on the Master Bond is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax on certain corporations [as defined for federal tax purposes]); (iv) An opinion of the County Attorney in form and substance acceptable to the Bank and Bond Counsel; and (v) Such additional certificates, instruments and other documents as the Bank or its Counsel or Bond Counsel, or the County Attorney may deem necessary or appropriate. 13 (c) Upon satisfaction of the conditions set forth in paragraphs (a) and (b) above, the County may borrow up to $16,000,000 from the Bank pursuant to one or more Draws. After such time as $16,000,000 in cumulative principal amount (irrespective of any payments or prepayments on the principal balance then outstanding) of Draws shall have been issued hereunder, the Bank shall not be required to honor any further Draws; provided, however, that if the Bank and the County agree in writing to increase the amount available to be drawn by the County on the line of credit provided by the Bank pursuant to this Agreement, such $16,000,000 limitation shall be increased to such agreed upon amount. The County shall apply the proceeds of each Draw to finance or refinance, or reimburse itself for prior expenditures incurred for, the costs of the Project relating to the Draw, which shall include, but not be limited to: (i) The costs of architectural and engineering services related to the Project, including, without limitation, the costs of preparation of studies, surveys, reports, tests, plans and specifications; (ii) The costs of legal, accounting, marketing and other special services related to the Project; (iii) Costs and fees incurred in connection with the issuance of the Master Bond or the making of a Draw; (iv) Fees and charges incurred in connection with applications to federal, state and local governmental agencies for any requisite approval or permits regarding the acquisition and construction of the Project; (v) Costs incurred in connection with the acquisition of the sites for the Project, including any necessary rights -of -way, easements or other interests in real or personal property; (vi) Costs incurred in connection with the acquisition, construction, improvement or extension of the buildings, structures and facilities comprising the Project; (vii) Costs incurred in connection with the acquisition and installation of any machines, equipment, fixtures, appurtenances or personal property of any kind or nature, which are to comprise a part of the Project; (viii) Interest on Draws accruing prior to the completion date of the Project; and (ix) To the extent permitted by law, other costs and expenses relating to the Project which are incurred for the purpose of providing for the Project. 14 (d) Each Draw Request shall constitute a covenant and reaffirmation of the County that the warranties and representations in this Agreement, the Bond Resolution and the Master Bond are still true and correct, that the Bond Resolution, Master Bond and this Agreement are in full force and effect and have not been amended, modified or superseded except as provided pursuant to Section 6.01 hereof, that all of the terms and conditions of this Agreement have been and are being complied with, and that no Event of Default or event which, with the giving of notice or passage of time or both, would constitute an Event of Default hereunder has occurred as of the date of the Draw. [Remainder of page intentionally left blank] 15 ARTICLE V EVENTS OF DEFAULT; REMEDIES SECTION 5.01. EVENTS OF DEFAULT. An "Event of Default" shall be deemed to have occurred under this Agreement if: (a) The County shall fail to make timely payment of principal or interest then due on any Draw; (b) Any representation or warranty of the County contained in Article II of.this Agreement or any certificate provided the Bank under Article IV shall prove to be untrue in any material respect on the date made or deemed made; (c) Any covenant of the County contained in Article 11 of this Agreement shall be breached or violated for a period of thirty (30) days after the County's notice of such breach or violation, unless the Bank shall agree in writing to an extension of such time prior to its expiration; (d) There shall occur the dissolution or liquidation of the County, or the filing by the County of a voluntary petition in bankruptcy, or the commission by the County of any act of bankruptcy, or adjudication of the County as a bankrupt, or assignment by the County for the benefit of its creditors, or appointment of a receiver for the County, 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 under the provisions of the Federal bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter amended; (e) This Agreement is determined to be unenforceable by a competent court of law; or (f) The County defaults under the Bond Resolution or with respect to any Subordinated Indebtedness. SECTION 5.02. REMEDIES. (a) If any Event of Default shall have occurred and be continuing, the Bank or any trustee or receiver acting for the Bank may exercise any of the remedies contained under Section 6.02 of the Bond Resolution. (b) If an Event of Default occurs, the County shall also be obligated to pay as part of the indebtedness evidenced by the Master Bond and Draws thereagainst, all costs of collection and enforcement hereof, including such reasonable attorneys' fees as may be incurred by any Bank, including on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist. 16 (c) Upon the occurrence and during the continuation of an Event of Default the entire outstanding principal amount of all Draws made against the Master Bond shall bear interest at the Default Rate and the Bank shall not be obligated to honor any further Draws hereunder. [Remainder of page intentionally left blank] 17 ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THIS AGREEMENT OR THE BOND RESOLUTION. Neither this Agreement nor the Bond Resolution shall be amended, changed or modified without the prior written consent of the Bank and the County, if applicable; provided, however, the Bond Resolution may be modified pursuant to Section 7.01 thereof without the consent of the Bank. SECTION 6.02. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. SECTION 6.03. SEVERABILITY. This Agreement and the Master Bond constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous writings or agreements. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such provisions or sections shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. SECTION 6.04. TERM OF AGREEMENT. This Agreement shall be in full force and effect from the date hereof and shall continue in effect as long as any Master Bond is outstanding. The commitment of the Bank to honor Draws in accordance with the terms hereof shall expire on December 31, 2016 (as extended as provided in immediately succeeding clause, the "Draw Expiration Date"). If the County wants the Draw Expiration Date extended it shall request such extension no later than 45 days prior to the Draw Expiration Date. The Draw Expiration Date may be extended upon mutual written agreement between the County and the Bank; provided, however, the Bank is not obligated to grant such extension. Upon any such extension, the County and the Bank shall amend this Agreement and the Master Bond to evidence and accommodate such extension, including without limitation, Article III of this Agreement. SECTION 6.05. NOTICE OF CHANGES IN FACT. Promptly after the County becomes aware of the same, the County will notify the Bank of (a) any change in any material fact or circumstance represented or warranted by the County in this Agreement or in connection with the issuance of the Master Bond, and (b) any default or event which, with notice or lapse of time or both, could become an Event of Default under this Agreement, including without limitation any default or acceleration with respect to Subordinated Indebtedness, specifying in each case the nature thereof and what action the County has taken, is taking and/or proposed to take with respect thereto. SECTION 6.06. NOTICES. Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent registered or certified mail, postage prepaid, to Monroe County, Florida, 1100 Simonton Street, Key West, Florida 33040, Attention: County Administrator, and to the Bank, PNC Bank, National Association, 420 S. Orange Avenue, Suite 300, Orlando, Florida 32801, Attention: Nick Ayotte, or at such other address as shall be furnished in writing by any such party to the other, and shall be deemed to have been given as of the date so delivered or deposited in the United States mail. SECTION 6.07. INCORPORATION BY REFERENCE. All of the terms and obligations of the Bond Resolution are hereby incorporated herein by reference as if said Bond Resolution was fully set forth in this Agreement. SECTION 6.08. ASSIGNMENT. The rights and obligations of the Bank hereunder and under the Master Bond may be assigned in whole to another financial institution prior to the end of the period during which Draws may be made, and to any person that is an "accredited investor" (as that term is defined in the regulations promulgated under the Securities Act of 1933, as amended), after the end of such period, without the prior written consent of the County. The rights and obligations of the County hereunder and under the Master Bond may not be assigned, transferred, conveyed or encumbered without the consent of the Bank. The County shall maintain a register of assigns of this Agreement and the Master Bond. This Agreement and the Master Bond shall be binding on the parties and their respective permitted successors and assigns. SECTION 6.09. WAIVER OF JURY TRIAL; APPLICABLE LAW AND JURISDICTION. (A) To the extent permitted by applicable law, the County, knowingly, voluntarily and intentionally waives any right it may have to a trial by jury in respect of any litigation based on, or arising out of, under or in connection with the Bond Resolution, the Master Bond or this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of the County or the Bank. (B) The substantive laws of the State of Florida shall govern this Agreement. The County submits to the jurisdiction of Florida courts and federal courts and agrees that venue for any suit concerning this Agreement shall be in Monroe County, Florida and the Southern District of Florida. [Remainder of page intentionally left blank] 19 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. (SEAL) ATTEST: Uz Clerk of the Circuit Court and Ex-Officio Clerk to the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: ��� I - " Countj Attorney's Office MONROE COUNTY, FLORIDA LO-A Mayor PNC BANK, NATIONAL ASSOCIATION I0 Name: Nick Ayotte Title: Vice President all EXHIBIT A FORM OF DRAW CERTIFICATE The undersigned, on behalf of Monroe County, Florida (the "County"), in connection with a Draw (the "Draw") to be funded on the day of , in the amount of $ , pursuant to that certain Line of Credit Agreement dated as of October 21, 2014 (the "Agreement"), between the County and PNC Bank, National Association (the 'Bank"), HEREBY CERTIFIES as follows: 1. The capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. 2. The Bond Resolution is in full force and effect and has not been rescinded, repealed, modified or amended since the date of the Agreement except as otherwise described herein. 3. The Agreement is in full force and effect and has not been terminated, modified or amended since the date of its execution except as otherwise described herein. 4. The County has complied in all respects with the terms and provisions of the Bond Resolution, the Master Bond and the Agreement and the County is not in default under any provisions of either the Bond Resolution or the Agreement. 5. All of the representations and warranties contained in the Agreement, the Master Bond and the Bond Resolution are true and correct as of the date hereof. 6. The Project to be financed or refinanced with proceeds of the Draw has been duly authorized and approved by the Board and complies with the requirements of the Infrastructure Sales Surtax Ordinance (as defined in the Bond Resolution). 7. The County is in full compliance with the Tax Certificate relating to the Master Bond. 8. The County has delivered to the Bank a Draw Request with respect to the Draw in accordance with and in compliance with the Agreement; all necessary approvals of or by the County which are required as a condition precedent to making the Draw have been satisfied. 9. The proceeds of the Draw will be used solely to finance or refinance the costs of the Project to be funded by the Draw and described in the Draw Request referred to in Paragraph 8 above. A-1 10. All terms, conditions, representations, warranties and covenants contained in the Agreement, the Bond Resolution and the Master Bond are incorporated by reference as if fully restated herein. Executed as of this day of , MONROE COUNTY, FLORIDA By: Title: A-2 EXHIBIT B FORM OF MASTER BOND No. R-1 Up to $16,000,000.00 UNITED STATES OF AMERICA STATE OF FLORIDA MONROE COUNTY, FLORIDA INFRASTRUCTURE SALES SURTAX MASTER REVENUE BOND (PNC BANK LINE OF CREDIT), SERIES 2014 Interest Rate Maturity Date Date of Original Issue Variable December 31, 2016 October 21, 2014 unless extended in accordance with the terms hereof Registered Holder: PNC Bank, National Association Principal Amount: Up to SIXTEEN MILLION AND 00/100 DOLLARS KNOW ALL MEN BY THESE PRESENTS, that Monroe County, Florida, a political subdivision of the State of Florida (the "Issuer"), for value received, hereby promises to pay, solely from the Pledged Funds hereinafter described, to the Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above (as the same may be extended as provided herein and in the hereinafter defined Agreement), the lesser of the Principal Amount identified above or so much thereof as may be advanced and outstanding (the "Advanced Amount") pursuant to that certain Line of Credit Agreement by and between the Registered Holder and the Issuer, dated as of October 21, 2014 (the "Agreement") and to pay interest on such Advanced Amount from the dates amounts are advanced under the Agreement from time to time, or from the most recent date to which interest has been paid, at the Interest Rate (as determined and defined in the Agreement and subject to monthly adjustment as provided in the Agreement) monthly on the first day of each month (each an "Interest Payment Date"), commencing with respect to each advance under the Agreement on the first day of a month that follows the date of such advance by at least 10 days, until such Advanced Amount shall have been paid. The Advanced Amount shall bear interest at the Interest Rate identified above on an actual/360 day year basis. The Interest Rate is subject to adjustment as provided in Sections 3.03 and 5.02(c) of the Agreement. RN The Advanced Amount shall be due and payable on December 31, 2016; provided, however, the Issuer, in its sole discretion, may elect to extend such payment date to April 1, 2024. If the Issuer makes such election, the outstanding Advanced Amount as of December 31, 2016 shall be amortized through April 1, 2024 on an approximately level annual debt service basis, assuming for purposes of this calculation the Interest Rate then in effect, with principal being due on April 1 of each year commencing April 1, 2017. The principal amortization schedule is subject to the Registered Holder's prior written approval, such approval not to be reasonably withheld. The Issuer shall provide the Registered Holder with 30 days' prior notice of its election to so extend the payment date. All payments of principal of and interest on the Advanced Amount shall be payable in any coin or currency of the United States which, at the time of payment, is legal tender for the payment of public and private debts and shall be made to the Registered Holder (1) in immediately available funds, (2) by delivering to the Registered Holder no later than the payment date a check or draft of the Issuer, or (3) in such other manner as the Issuer and the Registered Holder shall agree upon in writing. This Bond is issued for the principal purpose of providing moneys for the financing and refinancing the costs of the acquisition, construction and equipping of various capital improvements within the Issuer as described in the Agreement under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 125, Florida Statutes, Chapter 212, Florida Statutes, the Monroe County Code, the Infrastructure Sales Surtax Ordinance (as such terms are defined in the hereinafter defined Resolution), and other applicable provisions of law (collectively, the "Act"), and Resolution No. 077-2003 of the Issuer adopted by the Board of County Commissioners (the "Board") of the Issuer on February 19, 2003, as amended and supplemented, particularly as supplemented by a resolution adopted by the Board on October 17, 2014 (collectively, the "Resolution"), and is subject to all the terms and conditions of the Resolution. This Bond and the interest hereon are payable from and secured by a pledge of and lien upon (1) the Infrastructure Sales Surtax Revenues (as defined in the Resolution) and (2) until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in certain of the funds and accounts established by the Resolution, all in the manner and to the extent described in the Resolution (collectively, the "Pledged Funds"). The pledge of and lien on the Pledged Funds is on parity in all respects with the pledge thereof and lien thereon granted with respect to the Issuer's outstanding Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2007 and the Monroe County, Florida Infrastructure Sales Surtax Improvement and Refunding Revenue Bond, Series 2014 being issued on the date hereof. IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS BOND THAT THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE WN NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS BOND AND THAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF ANY TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, TO THE PAYMENT OF SUCH PRINCIPAL AND INTEREST. THIS BOND AND THE OBLIGATION EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, BUT SHALL CONSTITUTE A LIEN ONLY ON, AND SHALL BE PAYABLE SOLELY FROM, THE PLEDGED FUNDS TO THE EXTENT PROVIDED IN THE RESOLUTION. The rights and obligations of the Registered Holder hereunder and under the Agreement may be assigned in whole to another financial institution prior to the end of the period during which Draws (as defined in the Agreement) may be made, and to any person that is an "accredited investor" (as that term is defined in the regulations promulgated under the Securities Act of 1933, as amended), after the end of such period, without the consent of the Issuer. The Issuer may prepay and redeem the Advanced Amount, in whole or in part, on any scheduled Interest Payment Date by paying to the Registered Holder the Advanced Amount to be prepaid, together with the unpaid interest accrued on the Advanced Amount so prepaid to the date of such prepayment, without any prepayment premium. Each prepayment of a Draw shall be made on such date and in such principal amount as shall be specified by the Issuer in a notice delivered to the Registered Holder not less than twenty (20) days prior thereto specifying the principal amount of the Advanced Amount to be prepaid and the date of such prepayment. Reference to the Resolution and the Agreement and any and all resolutions supplemental thereto and modifications and amendments thereof and to the Act is made for a description of the pledge and covenants securing this Bond, the nature, manner and extent of enforcement of such pledge and covenants, and the rights, duties, immunities and obligations of the Issuer. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond, exist, have happened and have been performed, in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds does not violate any constitutional or statutory limitations or provisions. Neither the members of the Board of the Issuer nor any person executing this Bond shall be liable personally hereon or be subject to any personal liability or accountability by reason of the issuance hereof. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IM IN WITNESS WHEREOF, Monroe County, Florida has issued this Bond and has caused the same to be executed by the manual signature of the Mayor of the Board of County Commissioners and countersigned and attested by the manual signature of the Clerk to such Board, and its official seal to be affixed or reproduced hereon, all as of the Date of Original Issue. MONROE COUNTY, FLORIDA (SEAL) Mayor, Board of County Commissioners ATTESTED AND COUNTERSIGNED: Clerk of the Circuit Court and Ex-Officio Clerk to the Board of County Commissioners APPROVED AS TO FORM AND LEGAL SUFFICIENCY: County Attorney's Office CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the Issue described in the within -mentioned Resolution. DATE OF AUTHENTICATION: October , 2014 MONROE COUNTY, FLORIDA, Registrar Clerk of the Circuit Court and Ex-Officio Clerk to the Board of County Commissioners Im ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint , as attorneys to register the transfer of the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. I: • NOTICE: The signature to this assignment must correspond with. the name of the Registered Holder as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT -- (Cust.) Custodian for under Uniform Transfers to Minors Act of (State) Additional abbreviations may also be used though not in list above. EXHIBIT C FORM OF DRAW REQUEST The undersigned, on behalf of Monroe County, Florida (the "County"), hereby makes this Draw Request in accordance with Section 4.01(a) of that certain Line of Credit Agreement dated as of October 21, 2014 (the "Agreement"), between the County and PNC Bank, National Association (the 'Bank") and in connection with the Monroe County, Florida Infrastructure Sales Surtax Master Revenue Bond (PNC Bank Line of Credit), Series 2014 dated as of October 21, 2014 (the "Master Bond"). Draw Amount: $ Date of Issuance: Project Description: Attached hereto is a certificate showing compliance with Section 5.02(A) of the Bond Resolution including calculations in support thereof. Executed and made a part of the Agreement and the Master Bond as of this day of , MONROE COUNTY, FLORIDA By:_ Title: APPROVED: PNC BANK, NATIONAL ASSOCIATION By:_ Title: C-1