Resolution 002-2001
RESOLUTION NO. 002-2001
A RESOLUTION APPROVING THE ISSUANCE BY THE
MONROE COUNTY INDUSTRIAL DEVELOPMENT
AUTHORITY OF ITS PRIVATE ACTIVITY REVENUE
BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT
TO EXCEED $7,900,000, THE PROCEEDS FROM THE
SALE OF WHICH WILL BE USED TO PROVIDE THE
NECESSARY FUNDS TO THE AUTHORITY TO MAKE A
LOAN TO NORTH KEY LARGO UTILITY CORP, IN A
PRINCIP AL AMOUNT EQUAL TO THE PRINCIPAL
AMOUNT OF SAID BONDS FOR THE PRIMARY
PURPOSES OF FINANCING THE ACQUISITION,
CONSTRUCTION, EQUIPPING, EXPANSION AND
IMPROVEMENT OF CERTAIN WATER SUPPLY,
TREA TMENT AND TRANSMISSION FACILITIES AND
CERT AIN OTHER RELATED CAPITAL IMPROVEMENTS,
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA:
SECTION 1.
as follows:
FINDINGS. It is hereby ascertained, determined and declared
A, The Monroe County Industrial Development Authority (the "Authority") has
submitted to the Board of County Commissioners of Monroe County, Florida (the "County"),
a copy of a resolution of the Authority adopted on the date hereof (the "Authority
Resolu tion "), granting its preliminary approval for the issuance by the Authority of its private
activity revenue bonds (the "Bonds"), in an initial aggregate principal amount not to exceed
$7,900,000, and a loan by the Authority to North Key Largo Utility Corp" a Florida not-for-
profit corporation (the "Corporation"), in a principal amount equal to the principal amount
of the Bonds for the primary purposes offmancing certain costs of acquisition, construction,
equipping, expansion and improvement of certain water supply, treatment and transmission
facilities and certain other related capital improvements, as more particularly described in the
Authority Resolution (the "Project"). A copy of the Authority Resolution is attached hereto
as Exhibit A.
B. On the date hereof, the Authority held a public hearing, which public hearing
was duly conducted by the Authority on such date upon reasonable public notice, and at
which hearing members of the public were afforded reasonable opportunity to be heard on
all matters pertaining to the location and nature of the Project and to the issuance of the
Bonds,
C, Pursuant to the Authority Resolution, the Authority has requested the County
to approve the issuance of the Bonds in order to satisfy the requirements of Section 147(f)
of the Internal Revenue Code of 1986, as amended,
D, The purposes of Part II, III and VI of Chapter 159, Florida Statutes, will be
effectively served and it is desirable and in the best interests of the County that the issuance
of the Bonds and the use of the proceeds thereof to finance the costs of the Project be
approved by the Board of County Commissioners of the County (the "Board"),
SECTION 2. APPROVAL OFISSUANCE OF BONDS, THE PROJECT.
The issuance of the Bonds and the use of the proceeds thereof to finance the costs of the
Project as contemplated by the Authority Resolution be and hereby are approved,
SECTION 3. LIMITED APPROVAL. The approval given herein shall not
be construed as an approval of any necessary rezoning applications or approval or
acquiescence to the alteration of existing zoning or land use nor approval for any other
regulatory permits relating to the Project and the Board shall not be construed by reason of
its adoption of this resolution to have waived any right of the Board or estopping the Board
from asserting any rights or responsibilities it may have in such regard, Further, the approval
by the Board of the issuance of the Bonds by the Authority shall notbe construed to obligate
the County to incur any liability, pecuniary or otherwise, in connection with either the
issuance of the Bonds or the acquisition and construction of the Project, and the Authority
shall so provide in the financing documents setting forth the details of the Bonds, Finally,
the County shall not be construed by reason of its adoption of this resolution to (i) attest to
the Corporation's ability to repay the indebtedness represented by the Bonds or (ii) a
recommendation to prospective purchasers of the Bonds to purchase the same.
2
SECTION 4.
immediately,
EFFECTIVE DATE. This Resolution shall take effect
ADOPTED this 19th day of September, 2001.
ATTEST:
BOARD OF COUNTY COMMISSIONERS
OF MONROE CO Y, FLORIDA
Industrial Devel pment Authority CHAIRMAN
~akf{! ~~~
/
Clerk of the Board of County
Commissioners
MAYOR GEORGE NEUGENT Yes
MAYOR PRO TEM NORA WILLIAMS Yes
COMMISSIONER MURRAY NELSON Yes
COMMISSIONER DIXIE SPEHAR Yes
COMMISSIONER CHARLES McCOY Yes
Approved as to Form and
Legal Sufficiency
County Attorney
3
EXHIBIT A
AUTHORITY APPROVING RESOLUTION
RESOLUTION NO.
INDUCEMENT RESOLUTION REGARDING THE
OFFICIAL ACTION OF THE MONROE COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY, MONROE
COUNTY, FLORIDA, RELATIVE TO THE PROPOSED
ISSUANCE OF PRIVATE ACTIVITY REVENUE BONDS
FOR THE PURPOSE OF ACQUIRING, CONSTRUCTING,
EQUIPPING, EXPANDING AND IMPROVING WATER
SUPPLY, TREATMENT AND TRANSMISSION FACILITIES
FOR NORTH KEY LARGO UTILITY CORP,;
AUTHORIZING THE EXECUTION AND DELIVERY OF A
MEMORANDUM OF AGREEMENT BETWEEN THE
MONROE COUNTY INDUSTRIAL DEVELOPMENT
AUTHORITY AND NOR TH KEY LARGO UTILITY CORP ,;
PROVIDING FOR THE PRELIMINARY APPROVAL BY
THE AUTHORITY FOR THE ISSUANCE OF NOT
EXCEEDING $7,900,000 OF SUCH BONDS FOR THE
PURPOSE OF FINANCING THE ACQUISITION,
CONSTRUCTION, EQUIPPING, EXPANSION AND
IMPROVEMENT OF SUCH WATER FACILITIES;
PROVIDING FOR CERTAIN RELATED MATTERS IN
CONNECTION THEREWITH AND FOR AN EFFECTIVE
DATE.
WHEREAS, North Key Largo Utilities Corp., a Florida not-for-profit corporation
(the "Corporation"), has heretofore applied to the Monroe County Industrial Development
Authority (the "Authority"), to issue its exempt purpose private activity tax-exempt revenue
bonds in a principal amount not to exceed $7,900,000 (the "Bonds") for the purpose of
financing the cost of acquiring, constructing, equipping, expanding and improving water
disbursal facilities consisting of water supply treatment and transmission systems, (the
"Project"), for the North Key Largo area, The Project includes the following: (1) acquisition
of two reverse osmosis water supply, treatment and transmission systems presently servicing
three golf courses on North Key Largo, (2) construction of additional water supply capacity,
upgrade of the existing membrane treatment system and construction of a distribution system
to serve commercial and residential customers, (3) payment of qualifying costs relating to the
issuance of the Bonds. The Project is in Monroe County in and about the area of North Key
Largo, as more particularly described in the notice of public hearing attached hereto as
Exhibit B, The Project is generally located at Service Village Lane, Ocean Reef Club
Complex, North Key Largo, Florida. The mailing address of the Corporation is 24 Dockside
Lane, Suite 512, Key Largo, Florida 33037; and
WHEREAS, the Corporation has requested that the Authority loan the proceeds of
the Bonds to said Corporation pursuant to Chapter 159, Parts II, III and VI, Florida Statutes,
or such other provision or provisions of Florida law as the Authority may determine
advisable (the "Act") in order to accomplish the foregoing; and
WHEREAS, the bond resolution granting the final authority for the issuance of the
Bonds has not yet been adopted by the Authority; and
WHEREAS, the issuance of the Bonds under the Act in one or more issues or series
not exceeding an aggregate principal amount of$7,900,000 and the loaning of the proceeds
thereof to finance the costs of the Project under a loan agreement or other financing
agreement which will provide that payments thereunder be at least sufficient to pay the
principal of and interest and redemption premium, if any, on such Bonds and such other costs
in connection therewith as may be incurred by the Authority, will assist the Corporation and
promote the public purposes provided in the Act; and
WHEREAS, the Corporation has submitted the Memorandum of Agreement (the
"Memorandum of Agreement") relating to the issuance of the Bonds, attached hereto as
Exhibit A; and
WHEREAS, it is intended that this Resolution shall constitute official action toward
the issuance of the Bonds within the meaning of the applicable United States Treasury
Regulations and, specifically, to satisfy the requirements of Treasury Regulations Section
1,150-2 and to be a declaration of official intent under such Section; and
WHEREAS, in order to satisfy certain of the requirements of Section 147(f) of the
Internal Revenue Code of 1986, as amended, the Authority held a public hearing on the
proposed issuance of the Bonds for the purposes herein stated on the date hereof, which date
is more than 14 days following the first publication of notice of such public hearing in
newspapers of general circulation in Monroe County, Florida (a true and accurate copy of the
proof of publication of such notice is attached hereto as Exhibit B), which public hearing was
conducted in a manner that provided a reasonable opportunity for persons with differing
views to be heard, both orally and in writing, on both the issuance of such Bonds and the
location and nature of the portion of the Project to be financed with the proceeds therefrom,
2
IT IS, THEREFORE, DETERMINED AND RESOLVED BY THE MONROE
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, THAT:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution,
hereinafter called "Resolution" is adopted pursuant to the provisions of the Act and other
applicable provisions of law,
SECTION 2. PRELIMINARY STATEMENT. This Resolution is
entered into to permit the Corporation to proceed with commitments for the Project and to
incur costs in connection with various phases of the Project and to provide an expression of
intention by the Authority, prior to the issuance of the Bonds, to issue and sell the Bonds and
make the proceeds thereof available to finance all or part of the costs of the Project, to the
extent of such proceeds, all in accordance with and subject to the provisions of the
Constitution and other laws of the State of Florida, including the Internal Revenue Code of
1986, as amended and this Resolution, but subject in all respects to the terms of the
Memorandum of Agreement hereinafter referred to,
SECTION 3. APPROVAL OF THE PROJECT. The acquisition,
construction, equipping, expansion and improvement of the Project as described in the notice
of public hearing attached hereto as Exhibit B and the financing thereof by the Authority
through the issuance of the Bonds, pursuant to the Act, will promote the economic
development and health and welfare of the citizens of Monroe County, will provide the
residents of the County with new jobs, will promote the general economic structure of the
County, will thereby serve the public purposes of the Act and is hereby affirmed and
approved,
SECTION 4. EXECUTION AND DELIVERY OF MEMORANDUM OF
AGREEMENT. The Chairman or the Vice-Chairman and the Secretary are hereby
authorized and directed to execute, for and on behalf of the Authority, the Memorandum of
Agreement attached hereto as Exhibit A between the Authority and the Corporation
providing understandings relative to the proposed issuance of the Bonds by the Authority to
finance the Project in an aggregate principal amount not to exceed the lesser of (a)
$7,900,000, or (b) the cost of the Project, as determined by the Authority and the
Corporation,
SECTION5. AUTHORIZATION OF THE BONDS. There is hereby
authorized to be issued and the Authority hereby determines to issue the Bonds, if so
requested by the Corporation and subject to the conditions set forth in the Memorandum of
Agreement attached hereto, in one or m ore issues or series of such tax-exempt revenue bonds
in an aggregate principal amount not to exceed $7,900,000 for the principal purpose of
3
financing the costs of the Project as described in the Memorandum of Agreement. The rate
of interest payable on the Bonds shall not exceed the maximum rate permitted by law,
SECTION 6. RECOMMENDA TION FOR APPROVAL TO BOARD OF
COUNTY COMMISSIONERS. The Authority hereby recommends the issuance of the
Bonds and the financing of the Project for approval to the Board of County Commissioners
of Monroe County (the "Board"), The Authority hereby directs the Chairman, Vice-
Chairman or Secretary, either alone or jointly, atthe expense of the Corporation, to cooperate
in seeking approval for the issuance of the Bonds and the financing of the Project by the
Board as the applicable elected representatives of Monroe County under and pursuant to the
Act and Section 14 7( t) of the Internal Revenue Code of 1986, as amended.
SECTION 7. APPOINTMENT OFBOND COUNSEL. The firm of Nabors,
Giblin & Nickerson, P,A" Tampa, Florida, is hereby appointed by the Authority to act as
bond counsel to the Authority and the County in connection with the issuance by the
Authority of the Bonds,
SECTION 8. GENERAL AUTHORIZATION. The Chairman, the
Vice-Chairman and the Secretary are hereby further authorized to proceed with the
undertakings provided for herein and in the Memorandum of Agreement on the part of the
Authority and are further authorized to take such steps and actions as may be required or
necessary in order to cause the Authority to issue the Bonds subject in all respects to the
terms and conditions set forth herein and in the Memorandum of Agreement.
SECTION 9. LIMITED OBLIGATIONS. The Bonds and the interest
thereon shall not constitute an indebtedness or pledge of the general credit or taxing power
of Monroe County, the state of Florida or any political subdivision or agency thereofbut shall
be payable solely from the revenues pledged therefor pursuant to a loan agreement or other
financing agreement entered into by and between the Authority and the Corporation prior to
or contemporaneously with the issuance of the Bonds.
SECTION 10. LIMITED APPROVAL. The approval given herein shall not
be construed as an approval of any necessary rezoning applications nor for any other
regulatory permits relating to the Project and the Authority shall not be construed by reason
of its adoption of this resolution to have waived any right of the County or estopping the
County from asserting any rights or responsibilities it may have in that regard, Further, the
approval by the Board of the issuance of the Bonds by the Authority shall not be construed
to obligate the County to incur any liability, pecuniary or otherwise, in connection with either
the issuance of the Bonds or the acquisition, construction, equipping, expanding and
improvement of the Project, and the Authority shall so provide in the financing documents
4
setting forth the details of the Bonds. Finally, the County shall not be construed by reason
of its adoption of this resolution to (a) attest to the Corporation's ability to repay the
indebtedness represented by the Bonds or (b) a recommendation to prospective purchasers
of the Bonds to purchase the same,
SECTION 11. BOND ALLOCATION. Upon approval by the Board of the
issuance of the Bonds and the financing of the Project in accordance with Section 3 hereof,
the Chairman, Vice-Chairman or Secretary are hereby authorized to execute all necessary
documents for obtaining and preserving an allocation from the State bond pool for the
issuance of the Bonds pursuant to Part VI, Chapter 159, Florida Statutes,
SECTION 12.
immediately.
EFFECTIVE DATE. This Resolution shall take effect
ADOPTED this 19th day of September, 2001.
MONROE COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
(SEAL)
By:
Chairman
ATTEST:
Secretary
5
I '
EXHIBIT A
MEMORANDUM OF AGREEMENT FOR ISSUANCE OF
PRIV A TE ACTIVITY REVENUE BONDS
This Agreement between the Monroe County Industrial Development Authority, a
public body corporate and politic (the "Authority") and North Key Largo Utility Corp" a
Florida not-for-profit corporation (the "Corporation").
WITNESSETH:
1. Preliminary Statement. Among the matters of mutual understanding and
inducement which have resulted in the execution of this Agreement are the following:
(a) Whereas Chapter 159, Parts II, III and VI, Florida Statutes, (the "Act")
provides that the Authority may issue tax-exempt revenue bonds and loan the proceeds
thereof to one or more persons, firms or private corporations, Druse such proceeds, to defray
the cost of acquiring, by purchase or by construction, certain pollution control facilities.
(b) The Corporation is considering acquiring, constructing, equipping, expanding
and improving water disbursal facilities consisting of water treatment and transmission
systems (the "Project"), for the Key Largo area and to finance the same with the proceeds of
tax-exempt revenue bonds. It is estimated that the portion of the cost of the acquisition,
construction, equipping, expanding and improvement of the Project to be financed with the
bond proceeds and all other costs to be incurred in connection with the issuance of such
bonds will not be in excess of $7,900,000,
(c) The Authority intends this Agreement to constitute its official binding
commitment, subject to the terms hereof, to issue its bonds (the "Bonds") in one or more
series or issues pursuant to the Act in the amount to be agreed upon by the Authority and the
Corporation and to loan the proceeds thereof to the Corporation, or to use such proceeds, to
finance the cost of acquiring and constructing the Project, including all costs incurred in
connection with the issuance of the Bonds by the Authority and the Corporation, up to an
amount not to exceed $7,900,000,
A-I
(d) The Authority considers the issuance and sale of the Bonds, for the purposes
hereinabove set forth, consistent with the objectives of the Act, This commitment is an
affirmative official action of the Authority toward the issuance of the Bonds as herein
contemplated in accordance with the purposes of both the Act and the applicable United
States Treasury Regulations,
2, Undertakings on the Part of the Authority, Subject to the terms hereof, the
Authority agrees as follows:
(a) Subject to the other provisions herein and the Corporation providing the
Authority with sufficient evidence to enable the Authority to make the findings set forth in
Section 159,29 of the Act, the Authority will authorize the issuance of the Bonds, in one or
more series or issues, in the aggregate principal amount necessary and sufficient to finance
the cost of acquiring, constructing, installing, expanding and developing the Project as the
Authority and the Corporation shall agree in writing, but in all events, the principal amount
of such Bonds shall not exceed the lesser of (i) the cost of the Project, as determined by the
Authority and the Corporation, or (ii) $7,900,000,
(b) The Authority will cooperate with the Corporation and with the underwriters,
placement agents or purchasers of the Bonds and the bond counsel of the Authority with
respect to the issuance and sale of the Bonds and will take such further action and authorize
the execution of such documents as shall be mutually satisfactory to the Authority and the
Corporation for the authorization, issuance and sale of such Bonds and the use of the
proceeds thereof to finance the cost of constructing and acquiring the Project.
(c) Such actions and documents may permit the issuance from time to time in the
future of additional bonds on terms which shall be set forth therein, whether pari passu with
other series of bonds or otherwise, for the purpose of defraying the cost of completion,
enlargements, improvements and expansions of the Project, or any segment thereof, or
refunding of the Bonds.
(d) The loan agreement, trust indenture, mortgage and other financing documents
(collectively, the "Financing Agreements") between the Authority and the Corporation shall,
under terms agreed upon by the parties, provide for payments to be made by the Corporation
in such sums as shall be necessary to pay the amounts required under the Act, including the
principal of and interest and redemption premium, if any, on the Bonds, as and when the
same shall become due and payable,
(e) In authorizing the issuance of the Bonds pursuant to this Agreement, the
Authority will make no warranty, either expressed or implied, that the proceeds of the Bonds
A-2
I '
will be sufficient to pay all costs of acquiring, constructing, installing and developing the
Project or that the facilities encompassed by the Project will be suitable for the Corporation's
purposes or needs,
(f) The Bonds shall specifically provide that they are payable solely from the
revenues derived pursuant to the Financing Agreements between the Authority and the
Corporation or other agreements approved by the Authority, except to the extent payable out
of amounts attributable to Bond proceeds, The Bonds and the interest thereon shall not
constitute an indebtedness or pledge of the general credit of Monroe County, the State of
Florida or any political subdivision or agency thereof, and such fact shall be plainly stated
on the face of the Bonds,
(g) Issuance of the Bonds by the Authority shall be contingent upon compliance
with all provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations promulgated thereunder, including (1) the ability of and desirability by the
Authority to issue obligations for the construction and acquisition of the Project under any
applicable volume cap, and (2) the approval of the issuance of the Bonds and the financing
of the Project by the Authority and the Board of County Commissioners of Monroe County,
Florida in accordance with the provisions of Section 147(f) of the Code,
3, Undertakings on the Part of the Corporation. Subject to the terms hereof, the
Corporation agrees as follows:
(a) The Corporation will use reasonable efforts to insure that the Bonds in the
aggregate principal amount as stated above are sold; provided, however, that the terms of
such Bonds and of the sale and delivery thereof shall be mutually satisfactory to the
Authority and the Corporation.
(b) Prior to the issuance of the Bonds in the principal amount stated above, in one
or more series or issues from time to time as the Authority and the Corporation shall agree
in writing, the Corporation will enter into the Financing Agreements with the Authority, the
terms of which shall be mutually agreeable to the Authority and Corporation, providing for
the loan or use of the proceeds of the Bonds to finance the Project. Such Financing
Agreements will provide that the Corporation will be obligated to pay the Authority (or the
trustee for holders of the Bonds on behalf of the Authority, as the case may be) sums
sufficient in the aggregate to enable the Authority to pay the principal of and interest and
redemption premium, if any, on the Bonds, as and when the same shall become due and
payable, and all other expenses related to the issuance and delivery of the Bonds, The
Corporation will agree in such documents that if the cost of acquisition and construction of
the Project exceeds the amounts allocated therefor, it shall not be entitled to any
A-3
reimbursement for any such excess either from the Authority, Monroe County, the
bondholders or the trustee for the bondholders,
(c) The Corporation shall, in addition to paying the amounts set forth in the
Financing Agreements, pay all costs of operation, maintenance, taxes, governmental and
other charges which may be assessed or levied against or with respect to the Project,
(d) To the extent not otherwise paid from Bond proceeds as part of the costs of the
Project, the Corporation hereby agrees to pay all of the out of pocket expenses of officials
and representatives of the Authority incurred in connection with the issuance of the Bonds
for the Project and will pay all reasonable fees and expenses of the Authority in accordance
with its guidelines, of the Authority's Financial Advisor, Public Financial Management, Inc"
of the Authority's Counsel and of Nabors, Giblin & Nickerson, P,A" Bond Counsel.
(e) The Corporation will hold the Authority and Monroe County free and harmless
from any loss or damage and from any taxes or other charges levied or assessed by reason
of any mortgaging or other disposition of the Project.
(f) The Corporation agrees to indemnify and defend the Authority and Monroe
County and hold the Authority and Monroe County harmless against any and all claims,
losses, liabilities or damages to property or any injury or death of any person or persons
occurring in connection with the Project or the issuance of the Bonds and the Corporation's
undertaking thereof, or in any way growing out of or resulting from this Agreement
including, without limitation, all costs and expenses of the Authority and reasonable
attorneys' and legal assistants' fees incurred in the enforcement of any agreement of the
Corporation contained herein. In the event that the Bonds are not issued and delivered, this
indemnity shall survive the termination of this Agreement.
(g) The Corporation will take such further action as maybe required to implement
its aforesaid undertakings and as it may deem appropriate in pursuance thereof.
4, General Provisions. All commitments of the Authority under Section 2 hereof
and of the Corporation under Section 3 hereof are subject to the conditions that all of the
following events shall have occurred not later than September 1, 2002, or such other date as
shall be mutually satisfactory to the Authority and Corporation,
(a) The Authority shall be lawfully entitled to issue the Bonds as herein
contemplated,
A-4
(b) The Authority and Corporation shall have agreed on mutually acceptable terms
for the Bonds and the sale and delivery thereof and mutually acceptable terms and conditions
of any trust instrument or instruments in respect thereto and any Financing Agreements or
other agreements incidental to the financing or referred to in Sections 2 and 3 hereof,
(c) Rulings satisfactory to the Corporation and to the Authority as to such matters
with respect to the Bonds, the Project, the Financing Agreements and any other trust
instrument or instruments, if specified by the Authority and Corporation, shall have been
obtained from the Internal Revenue Service and/or the United States Treasury Department
and shall be in full force and effect at the time of issuance of the Bonds,
(d) Such other rulings, approvals, consents, certificates of compliance, opinions
of counsel and other instruments and proceedings satisfactory to the Corporation and to the
Authority as to such matters with respect to the Bonds, the Project, the Financing Agreements
and any other trust instrument or instruments, as shall be specified by the Corporation or the
Authority, shall have been obtained from such governmental, as well as non-governmental,
agencies and entities as may have or assert competent jurisdiction over or interest in matters
pertinent thereto and shall be in full force and effect at the time of issuance of the Bonds,
(e) Compliance with all applicable provisions of Chapters 159, 189,215 and 218,
Florida Statutes, relating to the issuance of the Bonds, the interest rate thereon, the type of
purchasers of the Bonds and the terms on which the Bonds may otherwise be issued,
(f) The Bonds shall be sold in a private placement to an institution or institutions
or other investors acceptable to the Authority in principal amounts of not less than $100,000
or, if sold publicly, shall be supported by such credit enhancement or other credit facility to
result in the Bonds being rated investment grade by Standard & Poor's Corporation, Fitch's
Investors Service, Inc, or Moody's Investors Service, Inc.
If the events set forth in this Section 4 do not take place within the time set forth or
any extension thereof, the Corporation agrees that it will reimburse the Authority for all the
reasonable and necessary direct or indirect expenses which the Authority may incur at the
Corporation's request arising from the execution of this Agreement and the performance by
the Authority of its obligations hereunder, including all reasonable legal fees for counsel to
the Authority and expenses of bond counsel.
5, Binding Effect. All covenants and agreements herein contained by or on behalf
of the Authority and the Corporation shall bind and inure to the benefit of the respective
successors and assigns of the Authority and the Corporation whether so expressed or not.
A-5
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement by their officers thereunder duly authorized as of the 8th day of
September, 2001.
MONROE COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY, MONROE
COUNTY, FLORIDA
(SEAL)
By:
Chairman
ATTEST:
Secretary
NORTH KEY LARGO UTILITY CORP.
(CORPORA TE SEAL)
By:
Chairman
ATTEST:
Secretary
A-6
EXHIBIT B TO RESOLUTION
PROOFS OF PUBLICATION
FLORI~A KI: ", r
KEYNOTER
ublished Twice Weekly
Marathon, Monroe County, Florida
PROOF OF PUBLICATION
STATE OF FLORIDA
COUNTY OF MONROE
Before the undersigned authority person-
ally appeared WAYNE MARKHAM who on
oath, says that he is PUBUSHER of the
FLORIDA KEYS KEYNOTER, a twice
weekly newspaper published in Marathon,
in Monroe County, Florida: that the
attached copy of advertisement was
published in said newspaper in the issues
of: (daters) of publication)
_Jy:,u/Jt1f'7:.J./ l 2/7)/
Affiant further says that the said FLORIDA
-, 'EYS KEYNOTER is a newspaper published
dt Marathon, in said Monroe County,
Florida, and that the said newspaper has
heretofore been continuously published in
said Monroe County, Florida, twice each
week (on Wednesday and Saturday) and
has been entered as a second class mail
matter at the post office in Marathon, in
Monroe County, Florida, for a period of
one year next preceding the first
publication of the attached copy of
advertisement. The affiant further says
that he has neither paid nor promised any
person, firm, or corporation any discount,
rebate, commission or refund for the
purpose of securing this advertisement for
publication in the said newspaper{s) and
that The Florida Kevs Kevnoter is in full
comoliance with Chaoter SO of the Florida
State Statutes on Ler;lal and Official
Advertisements.
-
, no. 4194600
NOTICE OF PUBLIC HEARING
The Monroe County Industrial
Oevelopment Authority 'the
"4.tlf'hnrity"1 UJill h...l'" .. pllhlir
Continued on the
Next Column
- hearing on September 19.
2001. et 3:00 P.M" or es soon
thereefter as possibla. at the
Marathon Govarnment Center.
2798 Overseas Highway. Mile
Marker 47.5. Marathon. Florida.
to consider adoption of a resolu-
tIon providing for the pralimi-
nary approval of the issuanee by
the Authority of not exceeding
$7.900.000 of Its Industrial De-
velopmant Revenue Bonds
(North Key Lergo Utility Corp.
Project). Series 2001 (the
"Bonds"'. The Bonds will be is-
sued for the prinCipal purpose of
fInanCIng the (1) eCQuisition 0
two reverse osmosis water sup-
ply, treatment end tranamiaston
systems presently servicing
three golf courses located on
North Key Largo which together
prasently treet up to 815.000
gallons of weter per day; (2)
construction of additional water
supply cape city . upgrade of the
eXisting membrane treatment
Iystem. end construction of a
distribution aystemto aerve
commercia' and residential cus-
tomers; and (3) payment for
costs of issuance associated
with the issuance of the Bonds.
The Project shell be owned and
~rt~tec?or~~ (~h~rt~B~~r~~:;~
~~ g'~~~~d~~~~:~ ~~:%hi~~ 2~
Key Larl/o. Florida 33037. The
Project IS generelly loceted et
Service Villege Lane. Ocean
Reef Club Complex. North Key
Lergo. Florida. The Borrower's
service aree generally is located
in North Key Lergo. 'Monroe
County. The Bonds shell be pay-
. -eble solely from the revenues
derived by the Authority from e
loan agreement to be entered
into by and between the Au-
thority and the Borrower prior to
or contemporaneously with the
issuanee of the Bonds. Such
Bonds end the interest thereon
shall not constitute an indebted-
g;:Jit O~r ~~~~~~ ~~~:,. or~e;~~
roe County. the State of Florida
or ~ny political subdivision or
agency thereof. Issuance of the
Bonds shall be subject to sever-
al conditions including .atisfac-
tory documentation. the ep-
proval by bond counsel es to the.
tax-exempt status of the inter-I
est on the Bonds and reeeir:\t ofl
necessary approvals for the fi-
nancing. The aforementioned I
meeting shall be a publiC meet-I
ing end all persons who may be
interested will be given en op-
portunity to be heard coneern-I
ing the aame. Written com-
ments may also be submitted to'
the Monroe County Industrial'
Development Authority prior to.
the hearing at the office of the
County Attorney. 600 White-
head Street. Key Weat. Floride
33040. Ann: Rob Wolfe. As-
aistant County Attomey.
ALL. PERSONS FOR' OR
AGAINST SAID APPROVAL
CAN BE HEARD AT SAID TIME
AND PLACE. IF A PERSON DE-
CIDES TO APPEAL ANY DECI-1
SION MADE BY THE AUTHORI-
TY WITH RESPECT TO SUCH
HEARING OR MEETING. (S)HE
WILL NEED TO ENSURE THAT
A VERBATIM RECORD OF
SUCH HEARING'OR MEETING
IS MADE. WHICH RECORD IN-
'; CLUDES THE TESTIMONY
AND EVIDENCE UPON WHICH
. THE APPEAL IS BASED.
By order of the Monroe County'
Industriel Development Authori-
. ty this 1st day of September.
, 2001,
MONROE COUNTY
INDUSTRIAL DEVELOPMENT
AUTHORITY
/s/ Chartes "Sonny" McCoy
Chairman
Publish September 1. 200 1 .
Florida Keys Keynoter
FROM
FAX NO.
Sep. 18 2001 12:08PM P1
3420 Northside Drive
KE'rUWr..I:;')'
TIZEN
Office 305-294-664:1. Fa)( 305-294-0768
Published Daily
Kc:y West. MOllroe County, Florida 33040
STATE OF FLORIDA
COUNTY OF MONROE
Before the undersigned authority personally appeared Randy G. Erickson. who on oath
says that he is director of the Advertising Department of the Key Wesi Citizen, a daily
newspaper published in Key West. in Monroe County, Florida; that the attached copy of
advertisement, being a legal notice in the matter of
'7AJjt'~/'t/)~~
In the Court, was published in said newspaper i~ the issues. of
.bp;~ ~ 2.o0!
Affiant further says that the Key West Citizen is a newspapcr puhlished in Key West. in.
said Monroe County) Florida and that. the said newspaper has heretofore been
continuously published in said Monroe County. Florida each day (except Saturdays) and
has been entered as second-class mail matter at the post office in Key'West, in said
Monroe County, Florida, for a period of 1 year next preceeding the first publication of
the attached copy of advertisement; and affiant further says that he has neither paid nOr
promised any person, finn Or corporation any discount, rebate. commission or refund for
the purpose of securing this advertisement for PUblieatiO&~
Sworn and subscribed before me this /B day of ~
.2001 .
9~~PubJie
Expires: Julv 23. 2004
Personally Known x Produced Identification
Type ofIdentificalion Produced
.~\\\"1I111,,",{,
~,,,,, -thom '/.-.
:-.,.. ~o" \I <is '"'i. .
~ .,) '1....... ~.;::
~. ,.' ."SI"" ". ~
~ . ,,\\"'" ""~. '::::.:
~ .'~c:."., 'l3.~Oa ~'.. ~
S .....:... ~~'\ ." ~I.c:. ~
~ 1t: : "N otl~Seal : *' ?:
:: ~ - :~:::
~~~ ICC9S651S :~~
~ -~ -.. A.a ....,..,.\) ... cf.~
.., 1!: . r......,.,.~":~. <.".;:-
~I~J- ',."'Yl;,i~\I$':",,1( '.:'l:'
.,..~ 'J:>, ........ <'.. v ~'
~I'II. '..I8L1C $1 ~\~.,\,,,,
"""/It.II\\\\\\\
FROM
FAX NO.
NOTICE OF PUBLIC HEARING
The Monroe County Industrial Devel-
opment Authority (the "AuthorilyO) wnl
hold a public hearing on September
19, 2001, at ~:OO P.M., or as soon
thereaft.er a$ possible. at the Mara-
thon . Government CentElr,. 2798
Overseas Highway, Mile Marker
47.5, Marathon. Florida, to consider
adoption of a resolution providing f6r
the preliminary approval elf the Issu-
~nce by the AUthority ot not e~ceed-
1flQ:$7.900,0Q0 o1/tS Indu$1~I. [)e-.
'!'elOP.fnimf. ~.veo~..BotidSc' <N'6rtb .
.~Y~~i~r~~~t~~~:
wR.'. ~ ~.fc!;.: 1h$:~nCipar 'ptit-..
:pQ$Q Of finan9ing;.the'(1) tioqulsifion .
. .ot~cv~rAA,~~et~pply;'
treattnent. 'a!)d . 'ti:aNirtl/s:Sio!1. sysren1$
:."r.es~ s'e~i.J:1gJtlr"'goIf CoUrSes"
lociated anNan" I( Y.....o.......:.... u):.'
. get/'i~#~~.nl!Y ii::rr~';;1;15;obo'
. gaJ~ns:; of.w~8l'<p8r ~y;' (2)cOn~.'
. Sfrtiefion. o(addlUoir.llwatQ~~~':
capacity, . upg~"e. of .the '~.."
membrane treatrOll'lt s~; ..and
corl$1ructl~ of. a dlstribulioIi sySiem
to"se;ve oommeroial af'Id I'8Slc1eht!al
cUslomets;'.arid' (3) .D~YI'I'.8ru. f01
. c;:asZll of issuan.::e associated with the
')S$U~C~ ot ~eQ.cm~.s,_.~,:PrOieGt
. ~_.:lie .~!)~:'.anr.t...opetated.by
: ~;.l<ey' .l,arg~ u.~tftY. 9oiP....(the
~ lJl/)l'rjjINer").. t"e. . m~U,".g 'ilddr~ of
~')s ~4;.~itt~. ~~~ $Uite
51~,:Key~rgO;Florid.~~7, ",~
.PtOJec1i' IS gj)IJe..~Y ./oca,tBd ~ se",..
: ice. Village l.oime; OceariReef Club
~Q9u\PI8X,. NOi1~ .~ev.L&i'gc), 'FI~
:r::~ '~9"O~~~,s~JY.i.cfl,.!ire. .~nilr;tl.-.
tv .1~.,IQCatsc:nn.:North :Key ~rg6r
MQnraB CQtirrty;nie. aDnQsliha/1 be
paY/ilblil sOle1t ~rom.tf)e:rei/ef)L~eS. d8:.
, riv.eqby .the..:Aut"Orlty .froiTta)oai'l .
agrE!emeoff.oPe. ~~~ into byan!1
. bB~E\en the'AUlho~:ty..nr;f .tht>:.'BOr-.
rowGr prlQl to or' <;otllernPpfari~OQSly .
. With the iSSuan~e:of)he8ondS_
Such BondS aiid ~ int,'resitj)sreon
sh~ll' riOt constitUte anir:1deb1edrwss
or pJedge o.f thegElO~rali;:recrlt or tax.
. i'ng powei'~CM~nro.a .~iJ~ty,.th~
Sl4Ite of. Ronda or. ~!lY political su~. .
lIi.$iQn prager:qthef!Jot.:..ISSiJan.ce
of the, 8o~ *h~1t ~.' Sul;lj8et to ~v.
eral ~dition$ 1nGfudl!'9..~~~~ :
~rt\entatjQn;.the. appr~ bYl:!9nd
counsel. as.l9 t,he ~~e~e.~ status
of the interest on the Bonds an!t .~
~pt .of' neceSSary' approvalS)or the
financing.' ..': Th~ . aforementioned
m~ng sh~1 ~a. P.u~Ii~.~ting I
and. all pel'SClrij; who'may be Interest-. i
eel win !;Ie gl"en ll.ri o.wortun/ty to be
heard .cOl'!cerf1ing.lhe~me, Wr~ :
coin!1lentsmay aJS9 be subtnitted:~ .
the ~Qnroe ~unty. Industrial Devel-
opment Au~ prjor to the. t1uring
. at the office of. the County. Attorney,
500 Whitetl$ad, Street. K.ey West,
Flo.rida 33040. Ann: Rob Wolfe, As-
si$tant County Attorney;
.
Sep. 18 2001 12:09PM P2
. R OR AGAINST
ALL. PERpSRO~j A[OeAN BE HEARD
SAID AP P\.Ace IF ^
AT SAID TIMe AND TO APPEAL.
PERSON DECIDES Y THE AU-
ANY DECISION MA~~~peGT . TO
THORIiYHe'A~~ OR MEETING. (5)
SUCH ENSURE. THJo.T
HE WILL N~~DR~~ORD OF. $UCH
A VERBATtm "'G IS'MADE.
HEARING OR. ..,eETIN uoE$ THE
WflICH RECORD tNC~ EVlOENCE
TE5.11~ONY. . A~O ,:.~:.:t~
~r;7:t:{;~;~ .
.By 'p~ .ofth9 MQnr09A,Utbii.d\Y ~
cJUS;tri!JI,p~~topm~~f_" .'.
Atn daY 1)(. p.~P~r."": ;
. . . .,' . .'. lt~DUgmIAL.
, .' MONAOi.J..~= A,lf1l{ORIT'f
'. .' Q~s1 CharleS .son,,~~=
\
o ~ <(
ex: w
o c:J .....J
U lJ") 4:. u..
W x: 3t;~EMORANDUM OF AGREEMENT FOR ISSUANCE OF
~ 0- ;2a::?~ PRIVATE ACTIVITY REVENUE BONDS
o I _.j~g
lJ... ...~- ~J t.J-J
Cl ~ :::;u~
w ::z: . ,- 0::
~ C; Tf1js ~greement between the Monroe County Industrial Development Authority, a
L&.. pu}jfk body~orporate and politic (the "Authority") and North Key Largo Utility Corp., a
Florida not-for-profit corporation (the "Corporation").
WITNESSETH:
1. Preliminary Statement. Among the matters of mutual understanding and
inducement which have resulted in the execution of this Agreement are the following:
(a) Whereas Chapter 159, Parts II, III and VI, Florida Statutes, (the "Act")
provides that the Authority may issue tax-exempt revenue bonds and loan the proceeds
thereof to one or more persons, firms or private corporations, or use such proceeds, to defray
the cost of acquiring, by purchase or by construction, certain pollution control facilities.
(b) The Corporation is considering acquiring, constructing, equipping, expanding
and improving water disbursal facilities consisting of water treatment and transmission
systems (the "Project"), for the Key Largo area and to finance the same with the proceeds of
tax-exempt revenue bonds. It is estimated that the portion of the cost of the acquisition,
construction, equipping, expanding and improvement of the Project to be financed with the
bond proceeds and all other costs to be incurred in connection with the issuance of such
bonds will not be in excess of $7,900,000.
(c) The Authority intends this Agreement to constitute its official binding
commitment, subject to the terms hereof, to issue its bonds (the "Bonds") in one or more
series or issues pursuant to the Act in the amount to be agreed upon by the Authority and the
Corporation and to loan the proceeds thereof to the Corporation, or to use such proceeds, to
finance the cost of acquiring and constructing the Project, including all costs incurred in
connection with the issuance of the Bonds by the Authority and the Corporation, up to an
amount not to exceed $7,900,000.
(d) The Authority considers the issuance and sale of the Bonds, for the purposes
hereinabove set forth, consistent with the objectives of the Act. This commitment is an
affirmative official action of the Authority toward the issuance of the Bonds as herein
contemplated in accordance with the purposes of both the Act and the applicable United
States Treasury Regulations.
2, Undertakings on the Part of the Authoritv. Subject to the terms hereof, the
Authority agrees as follows:
(a) Subject to the other provisions herein and the Corporation providing the
Authority with sufficient evidence to enable the Authority to make the findings set forth in
Section 159.29 of the Act, the Authority will authorize the issuance of the Bonds, in one or
more series or issues, in the aggregate principal amount necessary and sufficient to finance
the cost of acquiring, constructing, installing, expanding and developing the Project as the
Authority and the Corporation shall agree in writing, but in all events, the principal amount
of such Bonds shall not exceed the lesser of (i) the cost of the Project, as determined by the
Authority and the Corporation, or (ii) $7,900,000.
(b) The Authority will cooperate with the Corporation and with the underwriters,
placement agents or purchasers of the Bonds and the bond counsel of the Authority with
respect to the issuance and sale of the Bonds and will take such further action and authorize
the execution of such documents as shall be mutually satisfactory to the Authority and the
Corporation for the authorization, issuance and sale of such Bonds and the use of the
proceeds thereof to finance the cost of constructing and acquiring the Project.
(c) Such actions and documents may permit the issuance from time to time in the
future of additional bonds on terms which shall be set forth therein, whether pari passu with
other series of bonds or otherwise, for the purpose of defraying the cost of completion,
enlargements, improvements and expansions of the Project, or any segment thereof, or
refunding of the Bonds.
(d) The loan agreement, trust indenture, mortgage and other financing documents
(collectively, the "Financing Agreements") between the A~thorityand the Corporation shall,
under terms agreed upon by the parties, provide for payments to be made by the Corporation
in such sums as shall be necessary to pay the amounts required under the Act, including the
principal of and interest and redemption premium, if any, on the Bonds, as and when the
same shall become due and payable.
(e) In authorizing the issuance of the Bonds pursuant to this Agreement, the
Authority will make no warranty, either expressed or implied, that the proceeds of the Bonds
will be sufficient to pay all costs of acquiring, constructing, installing and developing the
Project or that the facilities encompassed by the Project will be suitable for the Corporation's
purposes or needs.
(f) The Bonds shall specifically provide that they are payable solely from the
revenues derived pursuant to the Financing Agreements between the Authority and the
Corporation or other agreements approved by the Authority, except to the extent payable out
of amounts attributable to Bond proceeds. The Bonds and the interest thereon shall not
constitute an indebtedness or pledge of the general credit of Monroe County, the State of
Florida or any political subdivision or agency thereof, and such fact shall be plainly stated
on the face of the Bonds.
(g) Issuance of the Bonds by the Authority shall be contingent upon compliance
with all provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations promulgated thereunder, including (1) the ability of and desirability by the
Authority to issue obligations for the construction and acquisition of the Project under any
applicable volume cap, and (2) the approval of the issuance of the Bonds and the fmancing
of the Project by the Authority and the Board of County Commissioners of Monroe County,
Florida in accordance with the provisions of Section 147(f) of the Code.
3. Undertakings on the Part of the Corporation. Subject to the terms hereof, the
Corporation agrees as follows:
(a) The Corporation will use reasonable efforts to insure that the Bonds in the
aggregate principal amount as stated above are sold; provided, however, that the terms of
such Bonds and of the sale and delivery thereof shall be mutually satisfactory to the
Authority and the Corporation.
(b) Prior to the issuance of the Bonds in the principal amount stated above, in one
or more series or issues from time to time as the Authority and the Corporation shall agree
in writing, the Corporation will enter into the Financing Agreements with the Authority, the
terms of which shall be mutually agreeable to the Authority and Corporation, providing for
the loan or use of the proceeds of the Bonds to finance the Project. Such Financing
Agreements will provide that the Corporation will be obligated to pay the Authority (or the
trustee for holders of the Bonds on behalf of the Authority, as the case may be) sums
sufficient in the aggregate to enable the Authority to pay the principal of and interest and
redemption premium, if any, on the Bonds, as and when the same shall become due and
payable, and all other expenses related to the issuance and delivery of the Bonds, The
Corporation will agree in such documents that if the cost of acquisition and construction of
the Project exceeds the amounts allocated therefor, it shall not be entitled to any
t '
reimbursement for any such excess either from the Authority, Monroe County, the
bondholders or the trustee for the bondholders.
(c) The Corporation shall, in addition to paying the amounts set forth in the
Financing Agreements, pay all costs of operation, maintenance, taxes, governmental and
other charges which may be assessed or levied against or with respect to the Project.
(d) To the extent not otherwise paid from Bond proceeds as part of the costs of the
Project, the Corporation hereby agrees to pay all of the out of pocket expenses of officials
and representatives of the Authority incurred in connection with the issuance of the Bonds
for the Project and will pay all reasonable fees and expenses of the Authority in accordance
with its guidelines, of the Authority's Financial Advisor, Public Financial Management, Inc.,
of the Authority's Counsel and of Nabors, Giblin & Nickerson, P.A., Bond Counsel.
(e) The Corporation will hold the Authority and Monroe County free and harmless
from any loss or damage and from any taxes or other charges levied or assessed by reason
of any mortgaging or other disposition of the Project,
(f) The Corporation agrees to indemnify and defend the Authority and Monroe
County and hold the Authority and Monroe County harmless against any and all claims,
losses, liabilities or damages to property or any injury or death of any person or persons
occurring in connection with the Project or the issuance of the Bonds and the Corporation's
undertaking thereof, or in any way growing out of or resulting from this Agreement
including, without limitation, all costs and expenses of the Authority and reasonable
attorneys I and legal assistants' fees incurred in the enforcement of any agreement of the
Corporation contained herein. In the event that the Bonds are not issued and delivered, this
indemnity shall survive the termination of this Agreement.
(g) The Corporation will take such further action as may be required to implement
its aforesaid undertakings and as it may deem appropriate in pursuance thereof.
4. General Provisions. All commitments of the Authority under Section 2 hereof
and of the Corporation under Section 3 hereof are subject to the conditions that all of the
following events shall have occurred not later than September 1, 2002, or such other date as
shall be mutually satisfactory to the Authority and Corporation.
(a) The Authority shall be lawfully entitled to issue the Bonds as herein
contemplated.
I .
(b) The Authority and Corporation shall have agreed on mutually acceptable terms
for the Bonds and the sale and delivery thereof and mutually acceptable terms and conditions
of any trust instrument or instruments in respect thereto and any Financing Agreements or
other agreements incidental to the financing or referred to in Sections 2 and 3 hereof.
(c) Rulings satisfactory to the Corporation and to the Authority as to such matters
with respect to the Bonds, the Project, the Financing Agreements and any other trust
instrument or instruments, if specified by the Authority and Corporation, shall have been
obtained from the Internal Revenue Service and/or the United States Treasury Department
and shall be in full force and effect at the time of issuance of the Bonds.
(d) Such other rulings, approvals, consents, certificates of compliance, opinions
of counsel and other instruments and proceedings satisfactory to the Corporation and to the
Authority as to such matters with respect to the Bonds, the Project, the Financing Agreements
and any other trust instrument or instruments, as shall be specified by the Corporation or the
Authority, shall have been obtained from such governmental, as well as non-governmental,
agencies and entities as may have or assert competent jurisdiction over or interest in matters
pertinent thereto and shall be in full force and effect at the time of issuance of the Bonds.
(e) Compliance with all applicable provisions of Chapters 159,189,215 and 218,
Florida Statutes, relating to the issuance of the Bonds, the interest rate thereon, the type of
purchasers of the Bonds and the terms on which the Bonds may otherwise be issued.
(f) The Bonds shall be sold in a private placement to an institution or institutions
or other investors acceptable to the Authority in principal amounts of not less than $100,000
or, if sold publicly, shall be supported by such credit enhancement or other credit facility to
result in the Bonds being rated investment grade by Standard & Poor's Corporation, Fitch's
Investors Service, Inc. or Moody's Investors Service, Inc.
If the events set forth in this Section 4 do not take place within the time set forth or
any extension thereof, the Corporation agrees that it will reimburse the Authority for all the
reasonable and necessary direct or indirect expenses which the Authority may incur at the
Corporation's request arising from the execution of this Agreement and the performance by
the Authority of its obligations hereunder, including all reasonable legal fees for counsel to
the Authority and expenses of bond counsel.
5. Binding Effect. All covenants and agreements herein contained by or on behalf
of the Authority and the Corporation shall bind and inure to the benefit of the respective
successors and assigns of the Authority and the Corporation whether so expressed or not,
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement by their officers thereunder duly authorized as of the 8th day of
September, 2001.
(SEAL)
ATTEST:
./ l
/t
iJ:--.
.~~ y.-J'. ~ r&-
Secretary
(CORPORA TE SEAL)
ATTEST:
L JJ~^
Secretary U
MONROE COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY, MONROE
COUNTY, FLORID
By:
Chairman
1J1o/'''''''' tiS,!> ~'C/&'7
~00AI7y 41T'Y .
NORTH KEY LARGO UTILITY CORP.
By:Sclc 0-cf
,Chairmsft 'P/?i:S"/D/?IVT