The URL can be used to link to this page

Resolution 546-2002 RESOLUTION NO. 546-2002 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, AMENDING AND SUPPLEMENTING RESOLUTION NO. 170-1993 ENTITLED: "A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, PROVIDING FOR THEADV ANCE REFUNDING OF THE OUTSTANDING IMPROVEMENT REVENUE BONDS, SERIES 1988A AND SERIES 1988B, OF THE COUNTY; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $7,500,000 REFUNDING REVENUE BONDS, SERIES 1993, OF THE COUNTY TO FINANCE THE COST THEREOF; PROVIDING FOR THE PAYMENT OF SUCH BONDS FROM THE FIRST AND SECOND GUARANTEED ENTITLEMENTS OF THE COUNTY TO STATE REVENUE SHARING TRUST FUNDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE"; ACCEPTING THE PROPOSAL OF SUNTRUST BANK TO PROVIDE THE COUNTY WITH A LOAN IN AN AGGREGATE PRINCIPAL AMOUNT OF $3,495,143.63 TO REFUND ALL OF THE COUNTY'S OUTSTANDING MONROE COUNTY, FLORIDA REFUNDING REVENUE BONDS, SERIES 1993; AUTHORIZING THE ISSUANCE OF THE MONROE COUNTY, FLORIDA GUARANTEED ENTITLEMENT REFUNDING REVENUE NOTE, SERIES 2002 IN ORDER TO SECURE SUCH LOAN; PLEDGING THE COUNTY'S FIRST AND SECOND GUARANTEED ENTITLEMENT FUNDS AND CERTAIN OTHER FUNDS TO PAY THE SERIES 2002 NOTE; PROVIDING CERTAIN TERMS AND DETAILS OF THE SERIES 2002 NOTE; MAKING CERTAIN COVENANTS AND PROVIDING CERTAIN RIGHTS TO THE REGISTERED OWNER OF THE SERIES 2002 NOTE; AUTHORIZING THE DELIVERY AND EXECUTION OF AN ESCROW DEPOSIT AGREEMENT AND THE APPOINTMENT OF AN ESCROW AGENT THERETO; MAKING CERTAIN AMENDMENTS TO RESOLUTION NO. 170-1993; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This supplemental resolution is adopted pursuant to the provisions of Chapter 125, Florida Statutes, Chapter 218, Part II, Florida Statutes, the Monroe County Code and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby found and determined that: (A) On April 15, 1993, the Board of County Commissioners (the "Board") of Monroe County, Florida (the "Issuer") duly adopted Resolution No. 170-1993 (as previously amended and supplemented and as supplemented hereby, the "Resolution") for the purposes stated therein, authorizing, among other things, the issuance of the Issuer's Monroe County, Florida Refunding Revenue Bonds, Series 1993 (the "Refunded Bonds"). (B) The Issuer can achieve debt service savings through the issuance of the hereinafter defined Series 2002 Note and the refunding of the Refunded Bonds. (C) That pursuant to a Request for Commitment (a copy of which is attached as Exhibit B) distributed by the Issuer's Financial Advisor, Public Financial Management, Inc., the Issuer requested proposals from financial institutions to provide the Issuer with a loan, the proceeds of which would be applied for the principal purpose of current refunding the Refunded Bonds in order to achieve certain debt savings. (D) That the Bid Proposal submitted by SunTrust Bank was the most beneficial proposal to provide such loan; a copy of such Bid Proposal is attached as Exhibit C. (E) The principal of and interest on the Series 2002 Note will be payable solely from the Pledged Funds (as defined in the Resolution) as provided herein and in the Resolution and the estimated Pledged Funds will be sufficient to pay the principal of and interest on the Series 2002 Note, as the same becomes due and all other payments provided for in the Resolution. (F) The Issuer shall never use or be required to use any ad valorem taxes for the payment of the Series 2002 Note. The Series 2002 Note shall not constitute a direct 2 obligation of the Issuer or a pledge of its faith and credit, nor shall the Registered Owner (as defined in the Resolution) of the Series 2002 Note have any lien or encumbrance on any property in the Issuer, other than the Pledged Funds. (G) The Resolution provides for the issuance of Additional Parity Bonds (as defined in the Resolution), upon meeting certain requirements set forth in the Resolution. (H) All of the covenants, pledges and conditions in the Resolution shall be applicable to the Series 2002 Note, except as modified or otherwise provided herein, and the Series 2002 Note shall constitute a "Bond" within the meaning of the Resolution. (I) The Issuer is not in breach of any of the covenants and obligations assumed by it under the Resolution, and all payments required to have been made pursuant to the Resolution into the funds and accounts established thereby have been made to the full extent required. (J) Due to the potential volatility of the market for tax-exempt obligations such as the Series 2002 Note and the complexity of the transactions relating to such Series 2002 Note, it is in the best interest of the Issuer to issue the Series 2002 Note pursuant to Section 218.385(1), Florida Statutes. The Issuer acknowledges receipt ofthe information required by Section 218.385, Florida Statutes, in connection with such sale of the Series 2002 Note, including a "Truth-In-Bonding" statement. The aforementioned information is set forth in the copy of the letter of SunTrust Bank attached hereto as Exhibit A. (K) It is necessary and desirable to make certain amendments to the Resolution in connection with the issuance of the Series 2002 Note. (L) It is not reasonably anticipated that more than $10,000,000 of tax-exempt obligations as defined under Section 265(b)(3) of the Code will be issued by the Issuer in calendar year 2002. SECTION 3. DEFINITIONS. When used in this supplemental resolution, terms defined in the Resolution shall have the meanings therein stated, except as such definitions shall be hereinafter amended and defined. SECTION 4. ACCEPTANCE OF BID PROPOSAL. The Issuer hereby accepts the Bid Proposal of Sun Trust Bank to provide financing for the refunding of the Refunded Bonds. 3 SECTION 5. AUTHORIZATION OF REFUNDING OF REFUNDED BONDS. The Issuer hereby authorizes the refunding, on a current basis, of the Refunded Bonds. SECTION 6. AUTHORIZATION OF THE SERIES 2002 NOTE. This supplemental resolution creates an obligation ofthe Issuer in the aggregate principal amount of $3,495,143.63 to be designated as "Monroe County, Florida Guaranteed Entitlement Refunding Revenue Note, Series 2002" (the "Series 2002 Note"). The Series 2002 Note shall be issued in the aggregate principal amount of$3,495, 143.63, shall be dated as of December 19, 2002 and shall mature on December 1, 2008, subject to optional and mandatory prepayment prior to maturity as described herein. The Series 2002 Note shall be issued as one fully registered Series 2002 Note in the denomination of$3,495,143.63 and shall bear interest from December 19, 2002, at an annual fixed interest rate of 2.96% (the "Interest Rate"), calculated on the basis of a 360-day year consisting of twelve 30-day months, payable semi-annually on June 1 and December 1 of each year, commencing June 1, 2003. The Interest Rate may be adjusted pursuant to Section 9 herein. Such Interest Rate complies with and shall comply in all respects with the maximum interest rate provisions of Section 215.84, Florida Statutes. The Series 2002 Note shall be priced at 100% of its aggregate principal amount. The Series 2002 Note shall be payable as to principal, redemption price, if applicable, and interest by check or draft of the Issuer mailed to the Registered Owner of the Series 2002 Note as evidenced on the registration books maintained by the Issuer as of the close of business on the fifth business day next preceding an interest payment date; provided, that payments on the Series 2002 Note may be payable by bank wire transfer upon the request of the Registered Owner thereof. In the event that such payments are received by the Registered Owner more than ten (10) days after the scheduled payment date, a late payment equal to five percent (5%) of the past due amount shall be due and payable from the Issuer to the Registered Owner. Promptly following the final payment ofthe principal of the Series 2002 Note the Registered Owner shall provide the Issuer with evidence of cancellation of the Series 2002 Note. Principal of and interest on the Series 2002 Note shall be payable in any coin or currency ofthe United States of America which, on the date of maturity of the Series 2002 Note, are legal tender for the payment of public and private debts. The Issuer, through its County Administrator, shall act as the Bond Registrar and Paying Agent for the Series 2002 Note. SECTION 7. APPLICATION OF SERIES 2002 NOTE PROCEEDS; TRANSFER OF CERTAIN MONIES. The proceeds derived from the sale of the Series 2002 Note and premium, ifany, and certain other legally available moneys of the Issuer shall, simultaneously with the delivery of the Series 2002 Note to the purchaser thereof, be applied by the Issuer as follows: 4 (A) A sufficient amount of the Series 2002 Note proceeds shall be deposited to an escrow deposit trust fund established under the terms and provisions of the Escrow Deposit Agreement authorized pursuant to Section 21 herein and shall be invested in Federal Securities in the manner set forth in such Escrow Deposit Agreement, which investments shall mature at such times and in such amounts as shall be sufficient to pay the principal of, premium, if any, and interest on the Refunded Bonds as the same mature or are redeemed. (B) A sufficient amount ofthe Series 2002 Note proceeds shall be applied to the payment of costs and expenses relating to the issuance of the Series 2002 Note. (C) The balance of the Series 2002 Note proceeds shall be deposited in the Sinking Fund and shall be applied to the payment of interest on the Series 2002 Note. (D) Any excess moneys on deposit in the funds and accounts established for the Refunded Bonds under the Resolution shall be transferred to the escrow deposit trust fund established pursuant to the Escrow Deposit Agreement. SECTION 8. DESIGNATION OF THE SERIES 2002 NOTE AS A QUALIFIED TAX-EXEMPT OBLIGATION. The Issuer hereby designates the Series 2002 Note as a "qualified tax-exempt obligation" under Section 265(b )(3) of the Code. This designation is based upon the findings of the Issuer set forth in Section 2(L) and the Mayor or Chairperson of the Board (the "Mayor") or the Clerk of the Circuit Court for Monroe County, Florida, and Ex-officio Clerk of the Board (the "Clerk") is authorized to certify such finding upon the issuance of the Series 2002 Note. SECTION 9. ADJUSTMENTS TO INTEREST RATE. (A) If for any reason it shall be determined that the Series 2002 Note in not a "qualified tax-exempt obligation" within the meaning of Section 265(b )(3) of the Code, then the Interest Rate thereon shall be adjusted to such rate as shall provide the Registered Owner of the Series 2002 Note with the same rate of return that such Registered Owner would have otherwise received on the Series 2002 Note taking into account the diminished deductibility of interest expense of the Registered Owner of the Series 2002 Note under Section 265 of the Code as a result of the non "qualified tax-exempt obligation" status of the Note; provided, however, such increased rate shall never exceed the maximum rate allowable by law. The Registered Owner of the Series 2002 Note shall provide the Issuer with sufficient evidence supporting any such increase. (B) In the event ofaDetermination of Taxability (as defined below), the Interest Rate on the Series 2002 Note shall be increased to a rate per annum equal to the Interest Rate times 1.54 (the "Taxable Rate") effective retroactively to the date on which such 5 Determination of Taxability is deemed to have occurred. Immediately upon a Determination of Taxability, the Issuer agrees to pay to the Registered Owner of the Series 2002 Note subject to such Determination of Taxability the Additional Amount (as defined herein). "Additional Amount" means (i) the difference between (a) interest on the Series 2002 Note for the period commencing on the date on which the interest on such Series 2002 Note (or portion thereof) loses its tax-exempt status and ending on the earlier of the date such Series 2002 Note ceased to be outstanding or such adjustment is no longer applicable to such Series 2002 Note (the "Taxable Period") at a rate per annum equal to the Taxable Rate, and (b) the aggregate amount of interest payable on such Series 2002 Note for the Taxable Period under the provisions of such Series 2002 Note without considering the Determination of Taxability, plus (ii) any penalties and interest paid or payable by such Registered Owner to the Internal Revenue Service by reason of such Determination of Taxability. For purposes of this Section 9(B), "Determination of Taxability" shall mean the circumstance of interest paid or payable on the Series 2002 Note becoming includable for federal income tax purposes in the gross income ofthe Registered Owner of the Series 2002 Note for any reason whatsoever and regardless of whether the same was within or beyond the control of the Issuer, and shall be evidenced by either (a) the receipt by the Issuer or the Registered Owner of the Series 2002 Note 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 Series 2002 Note is includable in the gross income of such Registered Owner of the Series 2002 Note; (b) the issuance of any public or private ruling of the Internal Revenue Service that any interest payable on the Series 2002 Note is includable in the gross income of the Registered Owner of the Series 2002 Note; or (c) receipt by the Issuer or the Registered Owner of the Series 2002 Note of an opinion of Bond Counsel that any interest on the Series 2002 Note has become includable in the gross income of the Registered Owner of the Series 2002 Note for federal income tax purposes. 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 Series 2002 Note is deemed includable in the gross income of the Registered Owner of the Series 2002 Note. A Determination of Taxability shall not occur solely from the fact that such interest is taken into account in determining adjusted current earnings for the purpose ofthe alternative minimum income tax imposed on corporations. (C) The Registered Owner of the Series 2002 Note shall promptly notifY the Issuer in writing of any adjustments pursuant to this Section 9. Adjustments pursuant to this Section 9 may be retroactive. The Registered Owner of the Series 2002 Note shall certifY to the Issuer in writing the additional amount, if any, due to such Registered Owner as a result of an adjustment pursuant to this Section 9. Notwithstanding any provision of this 6 Section 9 to the contrary, in no event shall the Interest Rate on the Series 2002 Note exceed the maximum rate permitted by law. (D) The provisions set forth in this Section 9 shall survive payment of the Series 2002 Note until such time as the federal statute oflimitations under which the interest on the Series 2002 Note could be declared taxable under the Code shall have expired. SECTION 10. OPTIONAL PREPAYMENT. The Series 2002 Note may be prepaid at the option of the Issuer, from any moneys legally available therefor, upon notice as provided herein, in whole or in part at any time or from time to time, without penalty or premium, by paying to the Registered Owner all or part ofthe principal amount of the Series 2002 Note to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment. In the event any portion of the Series 2002 Note is optionally prepaid pursuant to this Section 10, the amount so prepaid shall be applied as a credit against the latest scheduled amortization installment as set forth in Section 11 hereof. The Registered Owner shall make a notation on the Series 2002 Note indicating the amount and date of such prepayment and shall promptly transmit an acknowledgment to the Issuer indicating the amount and date of such prepayment and the amount and date of the next scheduled payment. Notwithstanding the provisions of Section 2.09 of the Resolution, notice of such optional prepayment, which shall specify the principal amount to be prepaid and the date for prepayment, shall be given by the Issuer, and shall be mailed first class, postage prepaid, at least ten (10) days prior to the prepayment date to the Registered Owner of the Series 2002 Note at its address as it appears on the registration books kept by the Issuer as of the date of mailing of such notice. SECTION 11. MANDATORY PREPAYMENT. The Series 2002 Note is subject to mandatory sinking fund prepayment prior to maturity at a redemption price equal to the principal amount thereof, plus accrued interest thereon to the date fixed for [Remainder of page intentionally left blank] 7 prepayment, on December 1,2003, and thereafter on each December 1, without premium, as follows: Amortization Date December 1, 2003 December 1, 2004 December 1,2005 December 1, 2006 December 1, 2007 December 1,2008* *Final maturity. Principal Amount $ 541,359.14 556,044.70 571,253.63 590,662.73 609,146.35 626,677.08 SECTION 12. PAYMENT OF PREPAID SERIES 2002 NOTE. Notice of optional prepayment having been given substantially as provided in Section 10, the Series 2002 Note or a portion of the Series 2002 Note so to be prepaid shall, on the prepayment date, become due and payable at the redemption price therein specified, and from and after such date as the Registered Owner actually receives such prepayment, the Series 2002 Note or portion thereof shall cease to bear interest. SECTION 13. SERIES 2002 NOTE NOT TO BE INDEBTEDNESS OF ISSUER. The Series 2002 Note shall not be or constitute a general obligation or indebtedness of the Issuer as a "bond" within the meaning of any constitutional or statutory provision, but shall be a special obligation of the Issuer, payable from and secured by a lien upon and pledge of the Pledged Funds in accordance with the terms hereof and of the Resolution. No Registered Owner or holder of the Series 2002 Note shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Series 2002 Note, or be entitled to payment of the Series 2002 Note from any moneys of the Issuer, except from the Pledged Funds, in the manner provided herein and in the Resolution. SECTION 14. SECURITY FOR THE SERIES 2002 NOTE. Payment of the Series 2002 Note shall be secured by a pledge of and lien on the Pledged Funds in the manner and to the extent provided in the Resolution, particularly Section 4.01 thereof. Notwithstanding the foregoing, however, the Reserve Account Requirement for the Series 2002 Note shall be Zero Dollars ($0.00) and the Series 2002 Note shall not be secured by or be payable from any amounts currently or hereafter on deposit in the Reserve Account or any subaccount established therein. 8 SECTION 15. REBATE ACCOUNT. The Issuer covenants and agrees to establish a special rebate account if it is determined that the Issuer has any rebate obligations under the Code. Amounts on deposit in such account, if any, shall be held in trust by the Issuer and used solely to make required rebates to the United States (except to the extent the same may be transferred to the Issuer) and the Registered Owner of the Series 2002 Note shall have no right to have the same applied for debt service on the Series 2002 Note. The Issuer agrees to undertake all actions required of it in its arbitrage certificate related to the Series 2002 Note, including, but not limited to: (A) making a determination in accordance with the Code of the amount required to be deposited in the rebate account; (B) depositing the amount determined in clause (A) above into the rebate account; (C) paying on the dates and in the manner required by the Code to the United States Treasury from the rebate account and any other legally available moneys of the Issuer such amounts as shall be required by the Code to be rebated to the United States Treasury; and (D) keeping such records of the determinations made pursuant to this Section 15 as shall be required by the Code, as well as evidence of the fair market value of any investments purchased with proceeds of the Series 2002 Note. The provisions of the above-described arbitrage certificate may be amended without the consent of any Registered Owner from time to time as shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the Code. SECTION 16. FEDERAL INCOME TAX COVENANTS. The Issuer covenants with the Registered Owner of the Series 2002 Note that it shall not use the proceeds of the Series 2002 Note in any manner which would cause the interest on the Series 2002 Note to be included in gross income for purposes of federal income taxation. The Issuer covenants with the Registered Owner that neither the Issuer nor any person under its control or direction will make any use of the proceeds of the Series 2002 Note (or amounts deemed to be proceeds under the Code) in any manner which would cause the Series 2002 Note to be an "arbitrage bond" within the meaning of Section 148 of the Code and neither the Issuer nor any other person shall do any act or fail to do any act which would cause the interest on the Series 2002 Note to be included in gross income for purposes of federal income taxation. 9 The Issuer hereby covenants with the Registered Owner ofthe Series 2002 Note that it will comply with all provisions of the Code necessary to maintain the exclusion of interest on the Series 2002 Note from gross income for purposes of federal income taxation, including, in particular, the payment of any amount required to be rebated to the U. S. Treasury pursuant to the Code. SECTION 17. ANNUAL AUDIT AND BUDGET. The Issuer shall, immediately after the close of each Fiscal Year, cause the financial statements of the Issuer to be properly audited by a recognized independent certified public accountant or recognized independent firm of certified public accountants, and shall require such accountants to complete their report on the annual financial statements in accordance with applicable law. The annual financial statements shall be prepared in conformity with generally accepted accounting principles consistently applied. A copy of the audited financial statements for each Fiscal Year shall be furnished to the Registered Owner of the Series 2002 Note within 210 days after the end of each Fiscal Year. The Issuer shall also provide such Registered Owner each Fiscal Year with a copy of its annual budget within 60 days after the final adoption of such budget. SECTION 18. COVERAGE RATIO. So long as the Series 2002 Note is outstanding under the Resolution, the Pledged Funds received by the Issuer in any Bond Year must equal no less than 105% of the Debt Service Requirement for such Bond Year. SECTION 19. AMENDMENTS TO SECTION 5.06 OF THE RESOLUTION. (A) Section 5.06(A) of the Resolution is hereby amended by changing each reference to "1.25" therein to "1.05." (B) Section 5.06 (D) of the Resolution is hereby amended in its entirety to read as follows: "(D) The Issuer shall not be required to comply with the requirements of paragraph A above with respect to any Additional Parity Bonds issued for the sole purpose of refunding all or a portion of the outstanding Bonds; provided, however, such refunding does not result in an increase in the Debt Service Requirement for the Bonds in any subsequent Bond Year." (C) Section 5.06 of the Resolution is hereby amended by adding a new subsection 5.06 (G) thereto, which shall read as follows: "( G) F or the purpose of determining the new Maximum Debt Service Requirement for any Bonds that bear interest at a variable rate, the interest rate 10 shall be assumed to be the greater of (i) 6.00% per annum, or (ii) the average actual interest rate in effect during the immediately preceding twelve (12) month period." SunTrust Bank, as the sold holder of the Series 2002 Note shall be deemed to have consented to such amendment. Such amendment shall become effective simultaneously with the issuance of the Series 2002 Note and the legal defeasance of the Refunded Bonds. SECTION 20. OTHER MONEYS. The Issuer may, in its sole discretion, utilize other legally available moneys, in addition to the Pledged Funds, to pay the principal of and interest on the Series 2002 Note. SECTION 21. AUTHORIZATION TO EXECUTE ESCROW DEPOSIT AGREEMENT. The Issuer hereby authorizes the Mayor to execute and the Clerk to attest an Escrow Deposit Agreement (the "Escrow Deposit Agreement") and to deliver the Escrow Deposit Agreement to The Bank ofN ew York Trust Company of Florida, N .A., Jacksonville, Florida, which is hereby appointed as escrow agent thereunder (the "Escrow Agent"). All of the provisions of the Escrow Deposit Agreement when executed and delivered by the Issuer as authorized herein and when duly authorized, executed and delivered by the Escrow Agent, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein, and the Escrow Deposit Agreement shall be in substantially the form attached hereto as Exhibit D, with such changes, amendments, modifications, omissions and additions, including the date of such Escrow Deposit Agreement, as may be approved by the Mayor. Execution by the Mayor of the Escrow Deposit Agreement shall be deemed to be conclusive evidence of approval of such changes. SECTION 22. SERIES 2002 NOTE EVIDENCES A LOAN. The Series 2002 Note issued hereunder evidences a loan made by SunTrust Bank to the Issuer. Through its acceptance of the Series 2002 Note hereunder, SunTrust Bank acknowledges that it has no present intent to sell, assign, or otherwise transfer the Series 2002 Note; provided, however, that SunTrust Bank may, in its sole discretion, sell, assign or otherwise transfer the Series 2002 Note prior to its maturity. In the event of such sale, assignment or other transfer, SunTrust Bank shall comply in all respects with all applicable securities laws, rules and regulations and blue sky laws and any other applicable laws, rules or regulations regarding disclosure and registration. SECTION 23. WAIVER OF TRIAL BY JURY. If any legal action is taken with respect to the Series 2002 Note or the Issuer's obligations hereunder, or SunTrust's commitment thereto, or any other transaction related to the Series 2002 Note, the Issuer and SunTrust Bank hereby waive their rights to jury trial. 11 SECTION 24. GENERAL AUTHORITY. The members of the Board of County Commissioners of the Issuer and the officers, attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by this supplemental resolution and the Resolution, or desirable or consistent with the requirements hereof for the full punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 2002 Note, and each member, employee, attorney and officer of the Issuer, the Mayor, the County Administrator, the County Attorney and the Clerk are hereby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. SECTION 25. SEVERABILITY OF INVALID PROVISIONS. If anyone or more of the covenants, agreements or provisions of this supplemental resolution shall be held contrary to any express provision oflaw or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this supplemental resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Series 2002 Note issued hereunder. SECTION 26. REPEAL OF INCONSISTENT RESOLUTIONS. All resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. Except as expressly provided otherwise herein, all of the provisions of the Resolution shall remain in full force and effect. [Remainder of page intentionally left blank] 12 SECTION 27. EFFECTIVE DA TE. 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 the Board on this 18th day of December 2002. (SEAL) MONROE COUNTY, FLORIDA /JJ# >n ~ Mayor, Board of County Commissioners ATTEST: ( led: .fJ,~c. &5}Md;AJ Clerk, Board of County Commissioners /~ -/ g-o.:t APPROVED AS TO FORM AND LEGAL SUFFICIENCY: r-~ .,., C:::J -~." <= - C) '-'-' r ,..;....,... e- M ;-.:)C) ::t>- o ~~ ~~~ ~ ;;L I .." n' 18 Cl (") : O"'a c:--.. ;v _ :x:J ~c '"""-. c.) .J:Joo :::0 -i r.- 3: i'1 -< ("") ..,. . -i-- () . :t~ ',0 ." Ci 0 r- Pl c..n :;:J )> 0 Ul 13 EXHIBIT A DISCLOSURE LETTER AND TRUTH-IN-BONDING STATEMENT .;;" SUNTRUST BANK DISCLOSURE LETTER AND TRUTH-IN-BONDING STATEMENT December 18, 2002 Board of County Commissioners of Monroe County, Florida Key West:, Florida Commissioners: In connection with the purchase of the $3,495,143.63 aggregate principal amount of the MonroeCounty, Florida Guaranteed Entitlement Refunding Revenue Note, Series 2002 (the "Series 2002 Note") authorized to be issued by Resolution No. 170-1993, adopted by Monroe County, Florida (the "Issuer") on April 15, 1993, as amended and supplemented (the "Resolution"), the undersigned purchaser of the Series 2002 Note (the "Original Purchaser"), hereby acknowledges and represents 1hat (1) the Original P\1rchaser is familiar with the Issuer; (2) the Original P'gj;chaser has been fu:rnisbCd certain business and fmancial information about the Issuer; (3) the IS5li,ey' has made available to the Original Purchaser the opportunity to obtain additional information and to evaluate the merits and risks of an investInent in the Series 2002 Note; and (4) the Original Purchaser has had the opportunity to ask questions of and receive answers from representatives of the Issuer concerning the terms and conditions of the offering and the information supplied to the Original Purchaser. 1be Original Purchaser acknowledges and represents that it has been advised that the Series 2002 Nme has notbeen registered under the Securities Act of 1933, as amended, in reliance upon the exemption contained in Section.3(a)(2) thereof, and that the Issuer is not presently registered under Section 12 of the Securities and Exchange Act of 1934, as amended. The Original Purchaser, therefore; realizes that if and when the Original Purchaser wishes to resell the Series 2002 Note there may not be available current business and fmancial information about the Issuer. Further, no trading market now exists for the Series 2002 Note. Accordingly, the Original Purchaser understands that it may need to bear the risks of this investment for an indefinite time, since any sale prior to the maturity of the Series 2002 Note may not be possible or may be at a price below that which the Original Purchaser is paying for the Series 2002 Note. It is understood that the Original Purchaser has undertaken to verify the accuracy, comple~ess and truth of any statements made concerning any of the material facts relating to this transaction, including information regarding the business and fmancial condition of the Issuer. The Original Purchaser has conducted its own investigation to the extent it deemed necessary. The Original Purchaser has been offered an opportunity to have made available to it any and all such information it might request from the Issuer. On this basis, it is agreed by acknowledgment of this letter that the Original Purchaser hereto is not . relying on any other party or person to undertake the furnishing or verification of information relating to this transaction. The Original Purchaser acknowledges that the Series 2002 Note is being purchased as part of a private placement of the Series 2002 Note negotiated directly between the Issuer and representatives of the undersigned. Accordingly, no Official Statement or other disclosure document has been prepared in connection with the issuance of the Series 2002 Note and we hereby acknowledge that we have? made our own independent examination of all facts and circumstances surrounding the Series 2002 Note and the financing and that no reliance has been placed on any findings by the Issuer in the Resolution as to the ability of the Issuer to meet its payment obligations so as to meet debt service on the Series 2002 Note or any other representations by anyone other than the Issuer. The Original Purchaser is purchasing the Series 2002 Note for investment purposes only and not with any present intent to distribute or resell the Series 2002 Note. The Original Purchaser hereby covenants that any such distribution or resale shall comply in all respects with the applicable securities laws. The Original Purchaser further acknowledges and represents that (1) it is the only initial purchaser of the Series 2002 Note, (2) it has such knowledge and experience in financial ant' bQ.Siness matters that it is capable of evaluating the merits and risks of the Series 2002 Note, and (3) it is not purchasing the Series 2002 Note for more than one account or with a view to distributing the Series 2002 Note. Th~ Original Purchaser acknowledges that the representations contained in this paragraph are being made in order to meet one of the exceptions to the continuing disclosure requirements set forth in Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. Pursuant to the provisions of Section 218.385, Florida Statutes, as amended, the Original Purchaser is providing the following information with respect to the purchase of the Series 2002 Note. The Original Purchaser represents to you as follows: (a) The nature and estimated amounts of expenses to be incurred and paid by the Original Purchaser in connection with the issuance and sale of the Series 2002 Note is: None. (b) There are no "finders," as defined in Section 218.386, Florida Statutes, as amended, in connection with the issuance of the Series 2002 Note. 2 ( c) No discount or fee is expected to be realized by the Original Purchaser in connection with the issuance of the Series 2002 Note. (d) No management fee will be charged by the Original Purchaser in connection with the issuance of the Series 2002 Note. (e) No other fee, bonus or other compensation will be paid by the Original Purchaser in connection with the issuance of the Series 2002 Note to any person not regularly employed or retained by the Original Purchaser (including a "fmder" as defined in Section 218.386, Florida Statutes). (f) The name and address of the Original Purchaser is: SunTrust Bank 777 Brickell Avenue, 4th Floor Miami, Florida 33131 (g) The Issuer is proposing to issue the $3,495,143.63 Series 2002 Note for the principal purPose of refunding the Refunded Bonds (as defined in the Resolution). The Series 2002 Note is expected to be repaid over a period of approximately 5.97 years. At an annual rate of2;96%, total interest paid over the life of the Series 2002 Note will be approximately $371,055.40. The expected source of repayment for the Series 2002 Note is certain Pledged Funds (as such term is defined in the Resolution) of the Issuer. AuthoriZing the Series 2002 Note will result in an average of approximately . $647,604.53 of such revenues of the Issuer being expended to pay debt service on the Series 2002 Note each year and such amount will not be available to pay for other services of the Issuer. Very truly yours, SUNTRUST BANK By: Authorized Signatory 3 EXHIBIT B REQUEST FOR COMMITMENT MONROE COUNTY, FLORIDA REQUEST FOR COMMITMENT FORA TAX-EXEMPT, TERM NOTE/LOAN Issue Date: November 21, 2002 Due Date: December 5, 2002 Public Financial Management, Inc. 10100 Deer Run Farms Road Ft. Myers, FL 33912 239-939-3009 239-939-1220 TABLE OF CONTENTS I. Introduction Page A. Obj ecti ves __ _ _ _ 00 _ 00 00 __ _ __ _ 00 _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ __..__ __ _._ 00 ___ _ __.. _ __ _ _ _ _ _.. ___ __ __ __ __. __.__ _.. _____. __. _ ____. _.1 B. Bidding Instructions 1. Sealed Bids.. 00 _______....... _ _ _ _ _. ___ __... _.. __ __ _ _. 00 _____ _. __. __ _.. ____ _.... __....... _. __. _ ___ 00 _...__..__.1 2. Bid Response.. __ 00.__ __ _ _... __. _. _ __ ..___ 00_.__________ ._____ __ __.00 _. __.. _ _ __ __ _______ 00___ ___ __.00'_.. _...2 3. Questions, Additional Information._nm_....m____.______.._____m.._m.___.m.mnmn.2 4 . Tentative Schedulem__......m __.. m__'m ____ mm__. __.. __ _ _.. __ .____ ____. m.__.m____ ____..00 _..2 C. Security for NotelLoanm______.mm__.m__.m____.mm...__m__m___mm_.mm.m.._.n__.m..3 D. Structure of the Financing__nm.m_.m__......n___....__.___nn_________.__..___.m___.m_._______.3 E. Qualified Tax-Exempt Ob ligation_... m_.... 00 n_m. ____..00 __ _ _..00._ _.... _________ _ 00 __ _..........3 F. Provisos...__. _. _... __ 00".__ _00 __________ _____ ____ __. _._ _. ___ ______. __ ____. .____ __. __ __ _ ___ __ 00 __ __.. .___ ._______ ____.3 n. Evaluation of Responses - Criteria..n___...._..._____._m____..____..__.____...__.m____.m_.m___n__.4 III. Instructions to Offerors......____...______._n____m_.mm_..__mn_.m_n________m_n_m._n_..n_._______.5 N. Other Information. _00 ___ __. __ __ _______.._ 00 _ .___.00.' _00__.__ _. _ _... __ ____.. __.00_. __ _ _ _.... _ __.._ 00 _ __ ______. _00___..6 Exhibit A Schedule of Project Cost Estimates & NotelLoan Size Estimate Exhibit B Public Entity Crimes Form REQUEST FOR COMMITMENT TERM NOTE/LOAN MONROE COUNTY, FLORIDA I. Introduction A. Objectives The objective of this Request for Commitment (the "RFC") is to identify the institution that can provide Monroe County, Florida ("County") with a bank-qualified, tax-exempt, fixed-rate Note/Loan (the ''Note/Loan'') as follows: · Refund maturities 2003 through 2008 of the outstanding $3,405,000 Guaranteed Entitlement Refunding Revenue Bonds, Series 1993 ("Series 1993 Bonds") with closing after January 1,2002. · The Series 1993 Bonds maturing on or after December 1, 2002 are subject to redemption at the option of the County, on or after December 1,2001, in whole on any date or in part on the first day of any month thereafter, at the following redemption prices expressed as a percentage of the principal amount of the Series 1993 Bonds to be redeemed, plus accrued interest to the redemption date: Redemption Period Redemption Price December 1, 2001 through November 30,2002 December 1, 2002 through November 30,2003 December 1, 2003 and thereafter 102% 101% 100% · The debt service on the Series 2002 Bonds is secured by a lien upon the guaranteed entitlement and second guaranteed entitlement portion of the revenue sharing trust funds of the State of Florida, as defined in and as distributable to the County, under the provisions of Chapter 218, Part II, Florida Statutes. B. Bidding Instructions 1. Sealed Bids One copy of the response to this RFC should be submitted on or before 2:00 P.M. on December 5, 2002 per the following instructions: Kyrle L. Turton Consultant Public Financial Management, Inc. 10100 Deer Run Farms Rd. #201 Fort Myers, FL 33912 (239) 939-3009 1 (one copy) Jim Roberts County Administrator Monroe County 5100 College Road County Administrator Public Service Bldg., Wing IT Key West, FL 33040 (305) 292-4441 The County reserves the right to reject any and all responses, to waive any informalities or irregularities in any responses received and to readvertise or take any other such actions that may be deemed to be in the best interest of the County. 2. Bid Response Each bid should address all pertinent areas and be specific. Any conditions should be clearly stated. The failure to disclose substantive terms, conditions and covenants may be considered cause for the offeror's response to be rejected by the County. In addition, any responses that are subject to credit review and approval may be considered cause for the offeror's response to be rejected by the County. 3. Questions, Additional Information Offerors, their agents and/or associates shall refrain from contacting or soliciting any member of the County Commission, County staff or the County's Financing Team regarding this RFC during the selection process. Failure to comply with this provision may result in the disaua1ification of the offeror. All requests for clarifications or additional information should be directed to Public Financial Management, Inc., the County's Financial Advisor: Public Financial Management, Inc. 10100 Deer Run Farms Road, Suite 201 Fort Myers, FL 33912 (239) 939-3009 Phone (239) 939-1220 Fax turtonk@publicfm.com The Financial Advisor may choose, at its sole discretion, to redirect such requests to other members of the County's Financing Team. However, all initial requests should be directed to the Financial Advisor. All documents needed for credit review should be requested immediately. 2 4. Tentative Schedule The County will attempt to adhere to the following schedule: November 21,2002 RFC Issued December 5, 2002 Written responses due prior to 2:00 P.M. December 9, 2002 Analysis of Responses to County December 18, 2002 County approval of Provider January 16, 2002 Closing on NotelLoan The County reserves the right to alter scheduled dates if necessary. c. Security for Note/Loan Amounts due under the NotelLoan will be payable as outlined in Section I A. D. Structure of the Financing The following describes the County's requirements in establishing the NotelLoan: 1. Amount: As outlined in Section I A. 2. Rate: Fixed, tax-exempt rate on a bank-qualified basis. The rate quoted may not exceed the maximum rate permitted under Florida Statute 215.84 applicable at the time of sale. 3. Repayment Provisions: Principal will be paid annually and interest payments on the outstanding principal balance of the NotelLoan will be calculated on a 30/360-day basis and will be paid semi-annually. 4. Prepayment Provisions: The NotelLoan is subject to prepayment with no penalty in whole or in part at any time following five (5) business days notice by the County. If the proposer is unable to adhere to the above structure, please identify the structure or minimum conditions or prepayment requirements of the proposer for bidding on the Note/Loan. 3 E. Qualified Tax-Exempt Obligation The County will attempt to take such actions as may be required by Treasury regulations In order to maintain the status of the NotelLoan as a "qualified" tax-exempt obligation according to the Internal Revenue Code. F. Other Provisions The County will not accept responses with reserve requirements or requirements to maintain minimum balances in any bank account as a condition for the NotelLoan. Gross Up The bidder may include in its bid provisions increasing the interest rate on the NotelLoan if they become taxable. The County will not consider bids that adjust the interest rate on the Note/Loan based on changes in the maximum corporate tax rate or the preference reduction rate. Additional Note/Loan (Additional Parity Debt) The County will covenant in the resolution authorizing the issuance of the Note not to issue additional debt on a parity with the Note unless after issuance of the debt the County will have a debt service coverage ratio of at least 1.25 to 1, based on any twelve consecutive months within the eighteen months immediately preceding the date of sales of parity bonds. Late Payment The bidder may include in its bid a "late payment rate" to apply if payments are not made when due. Such a late payment rate may take effect no earlier than ten (10) days after the date payment is due. There shall be no other fees or penalties imposed for late payment. No late payment rate will be included in the bond documents unless it is specified in the bid. II. EVALUATION OF COMMITMENTS - CRITERIA Proposals will be evaluated on the basis of cost and compliance with the proposed structure and terms of the Note/Loan as outlined in this RFC. A. Proposal Format In order to assist the County in reviewing proposals, each proposal shall be prepared utilizing the following format and headings: 1. Contact Information - State the legal name of the financial institution or firm, current principal business address, contact person, telephone and facsimile numbers. 4 2. Interest Rate - State the fixed rates being proposed for the above identified structure as follows: a. Such rates must be expressed as a function of the LIB OR-based U.S. Dollar Swap Offering Rate. The final interest rate will be set no later than three (3) business days prior to the closing date for the NotelLoan. b. Provide a preliminary debt service schedule. c. Interest will be payable as discussed under Section D., "Structure ofthe Financing" above. 3. Fees and Expenses - Describe in detail all fees and expenses that the County will be responsible to pay for each transaction. The amounts stated in the proposal shall represent the maximum amounts payable to the offeror by the County. All fees and expenses in excess of those stated in the response shall be the sole responsibility of the offeror and will not be paid or reimbursed by the County. The County has determined that bond counsel will prepare documents. Please include your fees for bank counsel review only. Please state fees based upon both scenarios. 4. Covenants and Conditions - Provide a listing of all conditions, terms or restrictions, other than those already specified in this RFC, which would be included in your commitment to provide each Loan. III. INSTRUCTIONS TO OFFERORS A. Offerors shall thoroughly examine and be familiar with the bid specifications. Failure of any offeror to receive or examine this document shall in no way relieve any offeror of obligations pertaining to this bid or the subsequent contract. B. Any changes or modifications to the bid specifications can result in the rejection ofthe bid as not being responsive to this RFC. C. Any responses that are subject to credit review or approval of the bank may be considered cause for the offeror's response to be rejected by the County. All responses submitted should be commitments to lend. D. The responsibility for delivering the proposal to the County on or before the specified date and time will be solely and strictly the responsibility of the offeror. The County will in no way be responsible for delays caused by the United States Post Office or a delay caused by any other occurrence. E. The response deadline shall be strictly observed. Under no circumstances will a proposal delivered after the time specified be considered. Such responses will be returned to the offeror unopened. 5 F. Offerors will not be allowed to withdraw or modify their bids for a period of sixty (60) days after the opening time and date. G. The County reserves the right to reject the bid of any offeror who has previously failed in the proper performance of a contract or to deliver on time other contracts similar in nature, or who is not in a position to perform properly under this contract. H. Federal, state and local laws, ordinances, rules and regulations that in any manner affect the items covered herein apply. Lack of knowledge by the offeror will in no way be a cause for relief from responsibility. I. No successful offeror may assign any portion of the contractual agreement between the parties without prior written authorization by the County. J. Changes to the RFC may be made by and at the sole discretion of the County. K. Public Entity Crimes Form - Each offeror shall complete the Public Entity Crimes Form (Exhibit B) and shall submit the same with the proposal. The County considers the failure of the offeror to submit this document to be a major irregularity and may be cause for rejection ofthe proposal. L. Warranties - The offeror, in submission of its proposal, warrants to the County that it will comply with all applicable federal, state and local laws, regulations and orders in providing the services under the proposed documents. IV. OTHER INFORMATION A. The award will be made to the institution whose response complies with all of the requirements set forth in this RFC and whose bid, in the sole opinion of the County, is best, considering all aspects of the offeror's response. B. In the event that the successful offeror does not execute a contract within a time frame acceptable to the County, the County may give notice of intent to award the bid to the next most qualified offeror or to call for new bids and may proceed to act accordingly. 6 EXHIBIT C BID PROPOSAL December 3, 2002 James L. Roberts, County Administrator Monroe County 1100 Simonton Street Suite 2-205 Key West, Florida 33040 RE: A) $5,660,000 tax-exempt bank-qualified Bond B) $3,405,000 tax-exempt bank-qualified Bond Dear Mr. Roberts: SunTrust Bank (hereinafter referred to as the "Bank") is pleased to inform you that it has approved and hereby extends to Monroe County its commitment under the following terms and conditions, and such additional terms and conditions as may be reasonably required heretofore. 1. BORROWER: Monroe County (hereinafter referred to as the "Borrower"). 2. FACILITY: A) Up to a $5,660,000.00 tax-exempt bank-qualified Bond (hereinafter referred to as the "Bond"). B) Up to a $3,405,000.00 tax-exempt bank-qualified Bond (hereinafter referred to as the "Bond"). 3. PURPOSE: A) To refund the Municipal Service District Refunding Improvement Bonds, Series 1991. B) To refund the Guaranteed Entitlement Revenue Bonds, Series 1993. 4. COLLATERAL: A) The The Note shall be fully secured by and payable from a lien upon the payments received from franchisee solid waste collectors with respect to commercial property with the area of the District; all other non ad-valorem funds received by the District with respect to the furnishing of the services of the Facilities to the residents of the District, excluding any state or federal funds received from time to time by the District; and any income derived from the investment of funds and accounts created and established by the Bond Resolution (hereinafter referred to as the "Pledged Revenue".) B) The Note shall be fully secured by a lien upon the Borrower's gross collections of the Guaranteed entitlement and second guaranteed entitlement portion of the revenue sharing trust funds of the State of Florida, as defined in and as distributable to the County, under the provisions of Chapter 218, Part II, and Florida Statutes. (hereinafter referred to as the "Pledged Revenue".) 5. MATURITY: A) The Bond will mature on 10/1/2011. B) The Bond will mature on 12/1/2008. 6. REPAYMENT: Interest shall be due semi-annually and principal shall be due annually. All payments by the Borrower shall be made by the due date by no later than 2:00 p.m. to the Bank in immediately available funds, free and clear of any defenses, set -offs, counterclaims, or withholdings or deductions for taxes. Payments received more than 10 days past the due date shall be assessed a 5% late payment fee. There shall be no prepayment penalty. The Borrower shall provide a minimum of 5 business days notice of its intent to prepay the Bond in whole or in part. 7. FEE(S) AND EXPENSES: The Borrower shall be required to pay the Bank's attorney fees for review of all legal documents, which shall be capped at $5,000.00, based upon Borrower's counsel preparing the documentation. 8. INTEREST RATE: A) The Bond shall bear a tax-exempt bank qualified rate fixed for the term of the Bond. Said fixed rate shall be set 3 business days prior to the date of closing and it shall be equal to {the 10 year federal reserve h.15 statistical release rate for fixed rate payers and interest rate swaps, "the index rate", plus 85 basis points} divided by 1.5054. (As of 12/02/02, this rate was 3.69%.) The index rate can be found at the following website: http://federalreserve.gov/releases/h15/current. Interest at the foregoing rate will be computed on the basis of a 30/360-day year. B) The Bond shall bear a tax-exempt bank qualified rate fixed for the term of the Bond. Said fixed rate shall be set 3 business days prior to the date of closing and it shall be equal to {the 7 year federal reserve h.15 statistical release rate for fixed rate payers and interest rate swaps, "the index rate", plus 70 basis points}. (As of 12/02/02, this rate was 3.29%.) The index rate can be found at the following website: http://federalreserve.gov/releases/h15/current. Interest at the foregoing rate will be computed on the basis of a 30/360-day year. 9. DOCUMENTATION: At or prior to closing, the Bank shall have received all documents that are typical for transactions of this nature. 10. FINANCIAL REPORTING REQUIREMENTS: 2 The Borrower shall submit audited financial statements and an operating budget for all funds, as ratified by the County Commission, to the Bank not less than annually. 11. COVENANTS & CONDITIONS: Funding of the Bond is contingent upon a satisfactorily legal opinion as to the Borrower's tax-exempt status and authority under its Charter to borrow money, as well to the fact that the Bond constitutes bank-qualified status. The legal opinion and the authority to borrow money must be acceptable to the Bank in form, manner, tenure and purpose. There shall be no material adverse change in the Borrower's financial condition prior to closing. 12. DEBT SERVICE COVERAGE TEST: A) Gross revenues of the municipal service district-waste enterprise funds less expenses prior to transfers (excluding depreciation & amortization, interest expense and non cash expenses) shall provide a 135% coverage of the annual interest & principal requirement of the Bond. Any additional debt secured by the Pledged Revenues must meet a 135% coverage ratio. The Borrower shall covenant to maintain charged rates at a sufficient level to be able to meet the debt service coverage B) Gross collections of the Pledged Revenues must provide a 105% coverage of the annual interest & principal requirement of the Bond. Any additional debt secured by the Pledged Revenues must meet a 105% coverage ratio for the highest annual debt service requirement to be incurred. 13. ATTORNEY'S FEE AND COSTS IN THE EVENT BOND DOES NOT CLOSE: Borrower agrees that should this transaction fail to close for any reason, the Bond counsel shall be entitled to be reimbursed for any of their out-of-pocket costs and to be paid a reasonable fee for its services through the expiration date of this Commitment, and Borrower understands that such fee shall be paid by Borrower immediately upon receipt of a statement. 14. INTEREST RATE ADJUSTMENT: If the Bond is issued at a tax exempt rate but later the interest on the Bond becomes taxable for any reason, then the Bond will bear interest from the earliest effective date as of which interest payable on the Bond is includable in the gross income of the Bank at a rate per annum equal to the interest rate on this Bond times [1.54] [multiplier if non bank qualified] (the "Taxable Rate"). 15. ARBIRTRAGE REPONSIBLILITY: The Borrower shall assume whatever responsibility and take whatever action is necessary to assure that the Bond will not constitute an "arbitrage bond" under the provision of Section 148 of the Code. Additionally, the Borrower shall covenant to comply with any and all rebate requirements contained in Section 148 of the Code. 3 16. INTEREST RATE LIMITATION: The Borrower shall be responsible for ensuring that the Bond complies with the provisions of Section 215.84, Florida Statutes, relating to maximum rate of interest including, but not limited to, the filing of a request with the State Board of Administration for authorization of the interest rate provided herein, if such interest rate is in excess of the maximum rate. 17. REPRESENTATIONS: The Borrower warrants and represents that to the best of its knowledge all the documents and/or information provided to the Bank prior to the date hereof are true and correct and further acknowledges that the issuance of this Commitment Letter by the Bank is in reliance upon the accuracy and truth of said documents and/or information. Further, the Borrower warrants and represents that all material information known to the Borrower has been disclosed to the Bank and the Borrower acknowledges that the Bank has relied upon this representation in the issuance of this Commitment Letter. 18. COMPLIANCE: This Commitment shall comply with the regulations of the Comptroller of the Currency and the regulatory agencies governing the Bank. 19. WAIVER OF TRIAL BY JURY: IF ANY LEGAL ACTION IS TAKEN WITH RESPECT TO THIS COMMITMENT OR THE NOTE DOCUMENTS, OR ANY TRANSACTION DESCRIBED IN THIS COMMITMENT, THE BORROWER AND BANK WAIVE THEIR RIGHTS TO TRIAL BY JURY. 4 20. ACCEPTANCE: This Commitment shall be considered null and void unless the Borrower shall acknowledge acceptance hereof by signing and returning this letter on or before December 20, 2002. On behalf of SunTrust Bank it is our pleasure to extend this credit to you and we look forward to establishing a mutually beneficial relationship. If you have any questions, please give me a call at (305) 579-7014, otherwise execute the commitment letter where indicated below. Sincerely, Kimrey Newlin First Vice President Institutional & Governmental Banking ACCEPTANCE: The terms and conditions of this Commitment are hereby accepted. Dated: Monroe County By: As its: By: As its: 5 EXHIBIT D FORM OF THE ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT, dated as of December 19, 2002, by and between MONROE COUNTY, FLORIDA (the "County"), and THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A. (the "Escrow Agent"), a national banking association organized and existing under the laws of the United States of America, having its designated corporate trust office in J acksonviIIe, Florida, as escrow agent hereunder. WHEREAS, there has heretofore been issued the Monroe County, Florida Refunding Revenue Bonds, Series 1993 (the "Series 1993 Bonds") pursijantto Resolution No. 170-1993 adopted on April 15, 1993, as amended and supplemented (the "Resolution"); and WHEREAS, the County has determined to exercise the option under the Resolution to clUTent refund all of the Series 1993 Bonds (the "Refunded Bonds"); and WHEREAS, the County has determined to issue its $3,495,143.63 Monroe County, Florida Guaranteed Entitlement Refunding Revenue Note, Series 2002 (the "Series 2002 Note~ pursuant to the Resolution, a portion of the proceeds of which Series 2002 Bonds will be used to purchase certain United States Treasury obligations in order to provide payment forthe Refunded Bonds and discharge and satisfy the pledges, liens and other obligations under the Resolution in regard to such Refunded Bonds; and WHEREAS, the issuance of the Series 2002 Bonds, the purchase by the Escrow Agent of the hereina.fter defined Escrow Securities, the deposit of such Escrow Securities into an escrow deposit trust fund to be held by the Escrow Agent and the discharge and satisfaction of the pledges, liens and other obligations under the Resolution in regard to the Refunded Bonds shall occur as a simultaneous transaction; and WHEREAS, this Agreement is intended to effectuate such simultaneous transaction; NOW, THEREFORE, in consideration ofthe foregoing and ofthe mutual covenants hereinafter set forth, the parties hereto agree as follows: SECTION 1. PREAMBLES. The County represents that the recitals stated above are true and correct, and the same are incorporated herein. SECTION 2. RECEIPT OF RESOLUTION. Receipt of a true and correct copy of the above-mentioned Resolution and this Agreement is hereby acknowledged by the Escrow Agent. The applicable and necessary provisions of the Resolution, including, without limitation, Section 2.09 and Section 6.07 thereof, are incorporated herein by reference. Reference herein to or citation herein of any provisions of the Resolution shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if the same were fully set forth herein. SECTION 3. DISCHARGE OF PLEDGE OF HOLDERS OF REFUNDED BONDS. In accordance with Section 6.07 of the Resolution, the County by this writing exercises the option to cause the pledge of and lien on the Pledged Funds (as defmed in the Resolution) in favor of the holders of the Refunded Bonds to no longer be in effect. SECTION 4. ESTABLISHMENT OF ESCROW FUND. There is hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow deposit trust fund designated the "Monroe County, Florida Refunding Revenue Bonds, Series 1993 Escrow Deposit Trost Fund" (the "Escrow Fund"). The Escrow Fund shall be held in the custody of the Escrow Agent as a trust fund for the benefit of the holders of the Refunded Bonds, separate and apart from other funds and accounts of the County and the Escrow Agent. The Escrow Agent hereby accepts the Escrow Fund and acknowledges the receipt of and deposit to the credit of the Escrow Fund the sum of$3,461,643.63 from the County from proceeds of the Series 2002 Note (the "Note Proceeds"). SECTION 5. DEPOSIT OF MONEYS AND SECURITIES IN ESCROW FUND. The County hereby directs and the Escrow Agent represents and acknowledges that, concurrently with the deposit of the Note Proceeds under Section 4 above, it has used $3,461,643.00 of the Note Proceeds to purchase on behalf of and for the account of the County certain open market, non-callable United States Treasury obligations (collectively, together with any other securities which may be on deposit, from time to time, in the Escrow Fund, the "Escrow Securities"), which are described in Schedule A hereto, and the Escrow Agent will. deposit such Escrow Securities and $0.63 in cash (the "Cash Deposit") in the Escrow Fund. All Escrow Securities shall be noncallable, direct obligations of the United States of America In the evmt any of the Escrow Securities described in Schedule A hereto are not available for delivery on December 19, 2002, the Escrow Agent may, at the written direction of the County and with the approval of Bond Counsel, substitute other United States Treasury obligations and shall credit such other obligations to the Escrow Fund and hold such obligations until the aforementioned Escrow Securities have been delivered. The Escrow Agent shall in no manner be responsible or liable for failure or delay of Bond Counselor the County to promptly approve the substitutions of other United States Treasury obligations for the Escrow Fund. 2 SECTION 6. SUFFICIENCY OF ESCROW SECURITIES AND THE CASH DEPOSIT. The County represents that the Cash Deposit and the interest on and the principal amounts successively maturing on the Escrow Securities in accordance with their terms (without consideration of any reinvestment of such maturing principal and interest) are sufficient such that moneys will be available to the Escrow Agent in amounts sufficient and at the times required to pay the amounts of principal of, redemption premium, if any, and interest due and to become due on the Refunded Bonds as described in Schedule B attached hereto. If the Escrow Securities and the Cash Deposit shall be insufficient to make such payments, the County shall timely deposit to the Escrow Fund, solely from legally available funds of the County, such additional amounts as may be required to pay the Refunded Bonds as descn1>ed in Schedule B hereto. Notice of any insufficiency shall be given by the Escrow Agent to the County as promptly as possible, but the Escrow Agent shall in no manner be responsible for the County's failure to make such deposits. . S:ECTION 7. ESCROW SECURITIES AND THE CASH DEPOSIT IN TRUST FOR HOLDERS OF REFUNDED BONDS. The deposit of the Escrow Securities and the Cash Deposit in the Escrow Fund shall constitute an irrevocable deposit of Federal Securities (as defined in the Resolution) and cash in trust solely for the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds at such times and in such amounts as set forth in Schedule B hereto, and the principal of and interest earnings on such Escrow Securities and the Cash Deposit shall be used solely for such purpose. SECTION 8. ESCROW AGENT TO PAY REFUNDED BONDS FROM ESCROW FUND. The County hereby directs, and the Escrow Agent hereby agrees, that it will take all actions required to be taken by it under the provisions of the Resolution referenced in thi~ Agreement, including the timely transfer of money to the Paying Agent for the Refunded Bonds (The Bank of New York Trust Company of Florida, N.A.) as provided in the Resolution, in order to effectuate this Agreement and to pay the Refunded Bonds in the amounts and at the. times provided in Schedule B hereto. The Escrow Securities and the Cash Deposit shall be used to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds as the same may mature or be redeemed. If any payment date shall be a day on which either the Paying Agent for the Refunded Bonds or the Escrow Agent is not open for the acceptance or delivery of funds, then the Escrow Agent may make payment on the next business day. The liability ofthe Escrow Agent for the payment ofthe principal of, redemption premium, if any, and interest on the Refunded Bonds pursuant to this Agreement shall be limited to the application of the Escrow Securities and the Cash Deposit and the interest earnings thereon available for such purposes in the Escrow Fund. 3 SECTION 9. REINVESTMENT OF MONEYS AND SECURITIES IN ESCROW FUND. Moneys deposited in the Escrow Fund shall be invested only in the Escrow Securities listed in Schedule A hereto and the Cash Deposit and, except as provided in Section 5 hereofand this Section 9, neither the County nor the Escrow Agent shall otherwise invest or reinvest any moneys in the Escrow Fund. Except as provided in Section 5 hereof and in this Section 9, the Escrow Agent may not sell or otherwise dispose of any or all of the Escrow Securities or the Cash Deposit in the Escrow Fund and reinvest the proceeds thereof in other securities nor may it substitute securities for any of the Escrow Securities, except upon written direction of the County and where, prior to any such reinvestment or substitution, the Escrow Agent has received from the County the following: (a) a written verification report by a firm of independent certified public accountants, of recognized standing, appointed by the County and acceptable to the Escrow Agent, to the effect that after such reinvestment or substitution the principal amount of Escrow Securities, together with the interest therein, will be sufficient to pay the Refunded Bonds as described in Schedule B hereto (such verification shall not be necessary in the event the County shall determine to reinvest cash in Escrow Securities which mature on or before the next principal and/or interest payment date for the Refunded Bonds and which havea face amount which is at least equal to the cash amount invested in such Escrow Securities); and (b) a written opinion of nationally recognized Bond Counsel to the effect that (i) such investment will not cause the Series 2002 Bonds or the Refunded Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code, as amended, and the regulations promulgated thereunder or otherwise cause the interest on the Refunded Bonds or the Series 2002 Note to be included as gross income for purposes offederal income taxation, and (ii) such investment does not violate any provision of Florida law or of the Resolution. The above-described verification report need not be provided in the event the County purchases Escrow Securities with the proceeds of maturing Escrow Securities and such purchased Escrow Securities mature on or before the next interest payment date for the Refunded Bonds and have a face amount which is at least equal to the cash amount invested in such Escrow Securities. 4 In the event the above-referenced verification concludes that there are surplus moneys in the Escrow Fund, such surplus moneys shall be released to the County upon its written direction. The Escrow Fund shall continue in effect until the date upon which the Escrow Agent makes the final payment to the Paying Agent for the Refunded Bonds in an amount sufficient to pay the Refunded Bonds as described in Schedule B hereto, whereupon the Escrow Agent shall sell or redeem any Escrow Securities remaining in the Escrow Fund, and shall remit to the County the proceeds thereof, together with all other money, if any, then remaining in the Escrow Fund. SECTION 10. REDEMPTION OF CERTAIN REFUNDED BONDS. The County hereby irrevocably instructs the Escrow Agent to direct, on behalf of the Issuer, that the Registrar and Paying Agent for the Refunded Bonds (The Bank of New York) give at the appropriate times the notice or notices, if any, required by the Resolution in connection with the redemption of the Refunded Bonds. Such notice of redemption shall be given by the Registrar for such Refunded Bonds in accordance with the Resolution. The Refunded Bonds . shall be redeemed on January 28, 2003 at a redemption price equal to 101 % of the principal amount thereof plus interest accrued to the redemption date. SECTION 11. DEFEASANCE NOTICE TO HOLDERS OF REFUNDED BONDS. Concurrently with the deposit of the Escrow Securities and Cash Deposit set forth in Section 5 hereof, the Refunded Bonds shall be deemed to have been paid within the meaning and with the effect expressed in Section 6.07 of the Resolution. Within 30 days of the deposit of moneys into the Escrow Fund, the Escrow Agent, on behalf of the County, shall cause the Paying Agent for the Refunded Bonds (The Bank of New York) to mail to the holders of the Refunded Bonds the appropriate notices in the form provided in Schedule C attached hereto. SECTION 12. ESCROW FUND IRREVOCABLE. The Escrow Fund hereby created shall be irrevocable and the holders of the Refunded Bonds shall have an express lien on all Escrow Securities and the Cash Deposit deposited in the Escrow Fund pursuant to the terms hereof and the interest earnings thereon until paid out, used and applied in accordance with this Agreement and the Resolution. Neither the County nor the Escrow Agent shall cause nor permit any other lien or interest whatsoever to be imposed upon the Escrow Fund. SECTION 13. AMENDMENTS TO AGREEMENT. This Agreement is made for the benefit of the County and the holders from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders and the written consent of the Escrow Agent; provided, however, that the County and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such 5 holders and as shall not be inconsistent with the terms and provisions of this Agreement, for anyone or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant, or confer upon, the Escrow Agent for the benefit of the holders of the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of nationally recognized Bond Counsel with respect to compliance with this Section 13, including the extent, if any, to which any change, modification or addition affects the rights of the holders of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section 13. SECTION 14. FEES AND EXPENSES OF ESCROW AGENT; INDEMNIFICATION. In consideration of the services rendered by the Escrow Agent under this Agreement, the County agrees to and shall pay to the Escrow Agent the fees and expenses as shall be agreed to in writing by the parties hereto. The Escrow Agent shall have no Ii ,:n whatsoever upon any of the Escrow Securities in said Escrow Fund for the payment of ~:;uch proper fees and expenses. The County further agrees to indemnify and save the Escrow Agent harmless, to the extent allowed by law, against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder, and which are not due to its negligence or misconduct. Indemnification provided under this Section 14 shall survive the termination of this Agreement. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the City. The Escrow Agent may conclusively rely, as to the correctness of statements, conclusions and opinions therein, upon any certificate, report, opinion or other document furnished to the Escrow Agent pursuant to any provision of this Agreement; the Escrow Agent shall be protected and shall not be liable for acting or proceeding, in good faith, upon such reliance; and the Escrow Agent shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Escrow Agent may consult with counsel, who may be counsel to the County or independent counsel, with regard to legal questions, and the opinion of such counsel shall 6 be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance herewith. Prior to retaining such independent counsel, the Escrow Agent shall notify the County of its intention. The Escrow Agent and its successors, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, by reason of the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance and disposition of the various moneys and funds described herein, the purchase, retention or payment, transfer or other application of funds or securities by the Escrow Agent in accordance with the provisions of this Agreement or any non-negligent act, omission or error of the Escrow Agent made in good faith in the conduct ofits duties. The Escrow Agent shall, however, be liable to the County and to holders of the Refunded Bonds to the extent of their respective damages for negligent or willful acts, omissions or errors of the Escrow Agent which violate or fail to comply with the terms of this Agreement. The duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. SECTION 15. IUPORTING REQUIREMENTS OF ESCROW AGENT. As soon as practicable after January 28, 2003, the Escrow Agent shall forward in writing to the County a statement in detail of the activity of the Escrow Fund. SECTION 16. RESIGNATION OR REMOVAL OF ESCROW AGENT. The Escrow Agent, at the time acting hereunder, may at any time resign and be discharged from the duties ar. 1 obligations hereby created by giving not less than 20 days written notice to the County and )Iliiling notice thereof, specifying the date when such resignation will take effect to the holqe;.j of all Refunded Bonds then outstanding, but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding or by the County as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. The Escrow Agent may be replaced at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Agent and signed by either the County or the holders of a majority in aggregate principal ainount of the Refunded Bonds then outstanding. Such instrument shall provide for the appointment of a successor Escrow Agent, which appointment shall occur simultaneously with the removal of the Escrow Agent. In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public 7 officer or officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding by an instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly authorized in writing; provided, nevertheless, that in any such event, the County shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding in the manner above provided, and any such temporary Escrow Agent so appointed by the County shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders. The County shall mail notice of any such appointment made by it at the times and in the manner described in the first paragraph of this Section 16. In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the County pursuant to the foregoing provisions of this Section 16 within 20 days after written notice of resignation of the Escrow Agent has been given to the City, the holder of any of the Refunded Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. In the event of replacement or resignation of the Escrow Agent, the Escrow Agent shall remit to the County the prorated portion of prepaid fees not yet incurred or payable, less . any termination fees and expe~" t'les at the time of discharge, and shall have no further liability hereunder and the County shar, 1 indemnify and hold harmless Escrow Agent from any such liability, including costs or ex~:":;nses incurred by Escrow Agent or its counsel. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers organized under the banking laws of the United States Or any State, and shall have at the time of appointment capital and surplus of not less than $30,000,000. Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the County an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall nevertheless, on the written request of such successor Escrow Agent or the County execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trust of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all securities and moneys held by it to its successor; provided, however, that before 8 any such delivery is required to be made, all fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in full. Should any transfer, assignment or instrument , in writing from the County be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the City. Any corporation into which the Escrow Agent, or any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or tax-free reorganization to which the Escrow Agent or any successor to it shall be a. party shall be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. SECTION 17. TERMINATION OF AGREEMENT. This Agreement shall terminate when all transfers and paYments required to be made by the Escrow Agent under the provisions hereof shall have been made. Upon such termination, all moneys remaining in the Escrow Fund shall be released to the City. SECTION 18. GOVERNING LAW. This Agreement shall be governed by the applicable laws of the State of Florida. SECTION 19. SEVERABILlTY. If anyone or more of the covenants or agreements provided in this Agreement on the part of the County or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 20. COUNTERPARTS. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. 9 SECTION 21. NOTICES. Any notice, authorization, request or demand required or permitted to be given in accordance with the terms of this Agreement shall be in - writing and sent by registered or certified mail addressed to: Monroe County, Florida 1100 Simonton Street, Suite 2-205 Key West, Florida 33040 Attn: County Administrator The Bank of New York Trust Company of Florida, N .A. Towermarc Plaza 10161 Centurion Parkway Jacksonville, Florida 32256 Attn: Corporate Trust Department [Remainder of page intentionally left blank] 10 IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Deposit Agreement to be executed by their duly authorized officers and appointed officials and their seals to be hereunder affixed and attested as of the date first written herein. MONROE COUNTY, FLORIDA (SEAL) Mayor, Board of County Commissioners AlTEST: Clerk, Board of County Commissioners THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A., as Escrow Agent (SEAL) By: Authorized Signatory 11 Type SLG ESCROW SECURITIES Settlement Maturity Date Date 12/19/02 01/28/03 Par Amount $3,461,643 A-I Interest Rate 1.15% SCHEDULE A Purchase Price $3,461,643 SCHEDULE B DEBT SERVICE REQUIREMENTS FOR REFUNDED BONDS Payment Date Principal 01/28/03 $3,405,000.00 Interest Premium Total $26,956.25 $34,050.00 $3,466,006.25 B-1 SCHEDULE C FORM OF NOTICE OF DEFEASANCE Notice is hereby given pursuant to Resolution No. 170-1993 adopted by the Board of County Commissioners of Monroe County, Florida on April 15, 1993, as amended and supplemented (the "Resolution"), that all of the outstanding Monroe County, Florida Refunding Revenue Bonds, Series 1993 (the "Refunded Bonds") are deemed to be paid within the meaning of the Resolution and shall no longer be secured from the Pledged Funds (as defmed in the Resolution) and shall be secured solely from the irrevocable deposit ofU .S. Treasury.obHgations made by the County with The Bank of New York Trust Company of Florida, N.A.,Jacksonville, Florida, as Escrow Agent, in accordance with Section 6.07 of the Resolution. The Refunded Bonds shall be redeemed on January 28, 2003 at the offices of the paying agent for the Refunded Bonds (The Bank of New York) at a redemption price equal to 10 I % of the principal amount thereof plus interest accrued to the redemption date. C-I