Resolution 175-2016MONROE COUNTY, FLORIDA
RESOLUTION NO. /15 -2016
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA
SUPPLEMENTING RESOLUTION NO. 077 -2003
ADOPTED BY THE BOARD ON FEBRUARY 19, 2003,
AS PREVIOUSLY AMENDED; AUTHORIZING THE
REFINANCING OF ALL AMOUNTS OUTSTANDING
UNDER THE COUNTY'S EXISTING LINE OF CREDIT
WITH PNC BANK, NATIONAL ASSOCIATION;
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$16,065,000 IN AGGREGATE PRINCIPAL AMOUNT OF
A MONROE COUNTY, FLORIDA SALES SURTAX
REFUNDING REVENUE BOND, SERIES 2016, IN
ORDER TO REFINANCE SUCH AMOUNTS; MAKING
CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION WITH THE ISSUANCE OF SUCH SERIES
2016 BOND; AUTHORIZING A NEGOTIATED SALE OF
SAID SERIES 2016 BOND AND THE AWARD OF SAID
SERIES 2016 BOND PURSUANT TO THE PROPOSAL OF
TD BANK, N.A.; DELEGATING CERTAIN AUTHORITY
TO THE MAYOR FOR THE APPROVAL OF THE TERMS
AND DETAILS OF SAID SERIES 2016 BOND;
APPOINTING THE PAYING AGENT AND REGISTRAR
FOR SAID SERIES 2016 BOND; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA:
SECTION 1. FINDINGS AND AUTHORIZATIONS. It is hereby found
and determined that:
(A) On February 19, 2003, the Board of County Commissioners (the "Board ")
of Monroe County, Florida (the "Issuer ") duly adopted Resolution No. 077 -2003 (as
amended and supplemented, the "Resolution "), authorizing, among other things, the
issuance of the Issuer's Monroe County, Florida Infrastructure Sales Surtax Revenue
Bonds, Series 2003 (the "Series 2003 Bonds "), for the principal purpose of financing the
acquisition, construction and equipping of various capital improvements.
(B) On December 14, 2007, the Issuer issued its $29,415,000 Monroe County,
Florida Infrastructure Sales Surtax Revenue Bonds, Series 2007 (the "Series 2007
Bonds ") pursuant to the Resolution for the principal purpose of financing the acquisition,
construction and equipping of various capital improvements.
(C) On October 21, 2014, the Issuer issued its $31,885,000 Monroe County,
Florida Infrastructure Sales Surtax Improvement and Refunding Revenue Bond, Series
2014 (the "Series 2014 Bond ") pursuant to the Resolution for the principal purpose of
refunding all of the outstanding Series 2003 Bonds and financing the acquisition,
construction and equipping of various capital improvements.
(D) On October 21, 2014, the Issuer executed a Line of Credit Agreement (the
"Line of Credit ") with PNC Bank, National Association ( "PNC ") and to secure draws to
be made thereunder the Issuer issued a Monroe County, Florida Sales Surtax Master
Revenue Bond (PNC Bank Line of Credit), Series 2014 (the "Master Bond ") pursuant to
the Resolution for the principal purpose of financing and refinancing the acquisition,
construction and equipping of various capital improvements from time to time.
(E) There is currently outstanding under the Line of Credit a principal amount
equal to $16,000,000 and it is in the best interests of the Issuer and its citizens to
refinance all of such principal amount with the proceeds of a longer term, fixed interest
rate obligation in order to provide permanent financing with respect to the capital
improvements financed with proceeds of the Line of Credit and to eliminate interest rate
risk inherent with variable interest rate debt obligations such as the Line of Credit.
(F) The Resolution provides for the issuance of Additional Bonds (as defined
in the Resolution), payable on a parity with the Series 2007 Bonds and the Series 2014
Bond (collectively, the "Parity Bonds "), for the principal purpose of refunding the Master
Bond and refinancing the amounts outstanding under the Line of Credit, upon meeting
certain requirements set forth in the Resolution.
(G) The Issuer deems it to be in its best interest to issue its Monroe County,
Florida Infrastructure Sales Surtax Refunding Revenue Bond, Series 2016 (the
"Series 2016 Bond ") pursuant to the Resolution for the principal purpose of refunding the
Master Bond and refinancing the amounts outstanding under the Line of Credit.
(H) The Issuer's financial advisor, Public Financial Management, Inc. (the
"Financial Advisor "), previously solicited proposals from various financial institutions to
purchase the Series 2016 Bond and the proposal (the "Proposal ") received from TD Bank,
N.A. (including and successors or assigns thereof, the "Purchaser" or "Holder "), a copy of
which is attached hereto as Exhibit A, is the most beneficial proposal for the Issuer.
(I) Due to the potential volatility of the market for tax - exempt obligations such
as the Series 2016 Bond and the complexity of the transactions relating to such Series
►a
2016 Bond, it is in the best interest of the Issuer to sell the Series 2016 Bond by a
negotiated sale to the Purchaser pursuant to the terms of the Proposal and the provisions
hereof and of the Resolution, rather than at a specified advertised date, thereby permitting
the Issuer to obtain the best possible price, terms and interest rate for the Series 2016
Bond.
(J) The Issuer hereby certifies that it is current in all deposits into the various
funds and accounts established by the Resolution and all payments theretofore required to
have been deposited or made by the Issuer under the provisions of the Resolution have
been deposited or made and the Issuer has complied with the covenants and agreements
of the Resolution and no Event of Default (as defined in the Resolution) has occurred and
is continuing.
(K) The Issuer hereby finds and certifies that all wastewater projects required to
be funded by the Issuer within Monroe County, Florida have been completed or fully
funded or will be fully funded upon the issuance of the Series 2016 Bond.
(L) The covenants, pledges and conditions in the Resolution shall be applicable
to the Series 2016 Bond herein authorized and said Series 2016 Bond shall be on a parity
with and rank equally as to the lien on and source and security for payment from the
Pledged Funds (as defined in the Resolution) and in all other respects with the Parity
Bonds and any Additional Bonds hereafter issued pursuant to the Resolution with no
preference to be given any particular Series of Parity Bonds or Additional Bonds, and
shall constitute 'Bonds" within the meaning of the Resolution; upon the issuance of the
Series 2016 Bond, there shall not exist any other lien on the Pledged Funds on parity with
or senior to the liens granted with respect to the Parity Bonds and the Series 2016 Bond.
SECTION 2. DEFINITIONS. When used in this Supplemental
Resolution, the terms defined in the Resolution shall have the meanings therein stated,
except as such definitions may be hereinafter amended and defined.
SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL
RESOLUTION. This Supplemental Resolution is enacted pursuant to the provisions of
the Resolution and the Act.
SECTION 4. AUTHORIZATION OF REFUNDING OF THE
MASTER BOND. The Issuer hereby authorizes the refunding, on a current basis, of the
Master Bond and the refinancing of amounts outstanding under the Line of Credit.
SECTION 5. AUTHORIZATION AND DESCRIPTION OF THE
SERIES 2016 BOND. The Issuer hereby authorizes the issuance of a Series of Bonds in
the aggregate principal amount of not exceeding $16,065,000 to be known as the
"Monroe County, Florida Infrastructure Sales Surtax Refunding Revenue Bond,
Series 2016" (or such other designation as the Mayor may determine) for the principal
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purpose of providing moneys to refund, on a current basis, the Master Bond and to
refinance the amounts outstanding under the Line of Credit. The principal amount of the
Series 2016 Bond to be issued pursuant to the Resolution shall be determined by the
Mayor, upon the advice of the Issuer's Financial Advisor, provided the amount does not
exceed $16,065,000. The Series 2016 Bond shall be on parity in all respects and shall
rank equally as to the lien on and source and security for payment from the Pledged
Funds with the Parity Bonds and any Additional Bonds hereafter issued, except that any
Bond may be separately secured by a subaccount within the Reserve Account.
The Series 2016 Bond shall be dated as of its date of issuance, or such other date
as the Mayor may determine, shall be issued in the form of one fully registered Bond and
shall be numbered "R -1." The authorized denomination for the Series 2016 Bond shall
be the outstanding principal amount thereof. The Series 2016 Bond shall bear interest
from its dated date at a fixed interest rate of 1.69% per annum (the "Interest Rate "),
subject to adjustment as provided in Section 8 hereof. The Interest Rate shall be
calculated on the basis of a 360 -day year consisting of twelve 30 -day months. Interest on
the Series 2016 Bond shall be payable semi - annually, on April 1 and October 1 of each
year (each an "Interest Payment Date "), commencing on April 1, 2017. The Series 2016
Bond shall be issued as a single Term Bond with a final maturity of April 1, 2026 and
shall be subject to mandatory sinking fund redemption in such Amortization Installments
commencing on April 1, 2017 and on each April 1 thereafter through the maturity date of
the Series 2016 Bond, determined by the Mayor, upon the advice of the Issuer's Financial
Advisor, and approved by the Purchaser prior to the issuance of the Series 2016 Bond.
Such Amortization Installments shall be set forth in the Series 2016 Bond. The Series
2016 Bond shall be sold on a negotiated basis to the Purchaser at a purchase price equal
to 100% of the aggregate principal amount thereof. The Purchaser shall provide the
Issuer with an executed Disclosure Letter and Truth -in- Bonding Statement as required by
Section 218.385, Florida Statutes, prior to the issuance of the Series 2016 Bond. The
Interest Rate on the Series 2016 Bond shall comply in all respects with Section 215.84,
Florida Statutes.
The Series 2016 Bond shall be payable as to principal and interest by automated
debit or in such other manner as is agreed to between the Issuer and the holder of the
Series 2016 Bond in whose name the Series 2016 Bond shall be registered on the
registration books maintained by the Issuer as of the close of business on the fifteenth day
(whether or not a Business Day) of the calendar month next preceding an Interest
Payment Date; provided, that the registered owner of the Series 2016 Bond shall present
and surrender the Series 2016 Bond to the Issuer for the final payment of the principal of
the Series 2016 Bond or shall provide other evidence that such Series 2016 Bond has
been paid and cancelled upon receipt of such final payment. Principal of and interest on
the Series 2016 Bond shall be payable in any coin or currency of the United States of
America, which at the time of payment, are legal tender for the payment of public and
private debts. The Series 2016 Bond shall be in the form set forth in Section 2.10 of the
Resolution and may be modified to reflect the terms of the Series 2016 Bond set forth
herein and as otherwise is necessary or desirable in accordance with said Section 2.10.
SECTION 6. REDEMPTION PROVISIONS. The Series 2016 Bond
may be redeemed in whole or in part on any date with three (3) business days prior
written notice to the Purchaser by payment of an amount equal to the principal amount to
be redeemed plus accrued interest thereon to the redemption date plus the Redemption
Premium, as defined below. No notice of redemption will be required to be given with
respect to the mandatory sinking fund redemption of the Series 2016 Bond described in
Section 5 above.
For purposes of this Section 6, "Redemption Premium" shall mean an amount
equal to the greater of (i) 1.00% of the principal amount of the Series 2016 Bond being
prepaid multiplied by the Remaining Term (as defined below) in years or (ii) a Yield
Maintenance Fee (as defined below) in an amount computed as hereinafter described.
The current cost of funds, specifically the bond equivalent yield for United States
Treasury Securities (bills on a discounted basis shall be converted to a bond equivalent
yield) with a maturity date closest to the Remaining Term, shall be subtracted from the
Interest Rate, or default rate, if applicable. If the result is zero or a negative number,
there shall be no Yield Maintenance Fee due and payable. If the result is a positive
number, then the resulting percentage shall be multiplied by the scheduled outstanding
principal balance for each remaining monthly period of the Remaining Term. Each
resulting amount shall be divided by 360 and multiplied by the number of days in the
monthly period. Said amounts shall be reduced to present values calculated by using the
above referenced current costs of funds divided by 12. The resulting sum of present
values shall be the yield maintenance fee due to the Purchaser upon prepayment of the
principal of the Series 2016 Bond plus any accrued interest due as of the prepayment
date. As used herein, "Remaining Term" shall mean the shorter of (i) the remaining term
of the Series 2016 Bond or (ii) the remaining term of the then current fixed interest rate
period.
SECTION 7. APPLICATION OF SERIES 2016 BOND PROCEEDS.
The proceeds derived from the sale of the Series 2016 Bond shall be applied by the Issuer
simultaneously with the delivery thereof as follows:
(A) A sufficient amount of the Series 2016 Bond proceeds, together with other
legally available moneys of the Issuer, shall be paid on the date of issuance of the Series
2016 Bond to PNC to repay, in full, all amounts outstanding under the Line of Credit and
to refund the Master Bond.
(B) The balance of the Series 2016 Bond proceeds shall be applied to the
payment of costs and expenses relating to the issuance of the Series 2016 Bond.
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SECTION 8. ADJUSTMENTS TO INTEREST RATE. (A) In the event
of a Determination of Taxability (as defined below), the Interest Rate on the Series 2016
Bond shall be increased to such rate as shall provide the Purchaser with the same rate of
return that the Purchaser would have otherwise received on the Series 2016 Bond taking
into account the increased taxable income of the Purchaser as a result of such
Determination of Taxability (the "Adjusted Rate "); provided, however, such Adjusted
Rate shall never exceed the maximum rate allowable by law. Immediately upon a
Determination of Taxability, the Issuer agrees to pay to the Purchaser, the Additional
Amount (as defined below).
For purposes of this Section 8, "Determination of Taxability" shall mean the
circumstance of any interest paid or payable on the Series 2016 Bond becoming
includable for federal income tax purposes in the gross income of the Purchaser a result
of any action or inaction of the Issuer. A Determination of Taxability will be deemed to
have occurred upon (i) the receipt by the Issuer or the Purchaser of an original or a copy
of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of
Deficiency or other official letter or correspondence from the Internal Revenue Service
which holds, in a final determination, that any interest payable on the Series 2016 Bond is
includable in the gross income of the Purchaser; (ii) the issuance of any public or private
ruling of the Internal Revenue Service that any interest payable on the Series 2016 Bond
is includable in the gross income of the Purchaser, or (iii) receipt by the Issuer or the
Purchaser of an opinion of Bond Counsel to the Issuer that any interest on the Series 2016
Bond has become includable in the gross income of the Purchaser for federal income tax
purposes. For all purposes of this definition, a Determination of Taxability will be
deemed to occur on the earliest date as of which the interest on the Series 2016 Bond is
deemed includable in the gross income of the Purchaser. Without limiting the foregoing,
a Determination of Taxability shall not include and is not triggered by a change in law by
the United States Congress that causes the interest or any portion thereof to be includable
in the Purchaser's gross income. A Determination of Taxability shall also not occur
solely in the event interest on the Series 2016 Bond is taken into account in determining
adjusted current earnings for the purpose of the alternative minimum income tax imposed
on corporations.
"Additional Amount" means (i) the difference between (a) interest on the Series
2016 Bond for the period commencing on the date on which the interest on the Series
2016 Bond (or portion thereof) is deemed to have lost its tax - exempt status and ending on
the effective date of the adjustment of the Interest Rate to the Adjusted Rate (the
"Taxable Period ") at a rate per annum equal to the Adjusted Rate and (b) the aggregate
amount of interest paid on the Series 2016 Bond during the Taxable Period at the Interest
Rate applicable to the Series 2016 Bond prior to the adjustment to the Adjusted Rate, plus
(ii) any penalties, fines, fees, costs and interest paid or payable by the Purchaser to the
Internal Revenue Service by reason of such Determination of Taxability.
Col
(B) After the occurrence of an Event of Default under Section 6.01 of the
Resolution, the Series 2016 Bond shall bear interest at the Default Rate (as defined
below) until such Event of Default is cured.
For purposes of this Section 6(B), "Default Rate" means the lesser of (i) the sum
of the Prime Rate plus 8.00 %, per annum and (ii) the maximum lawful rate.
For purposes of this Section 8(B), "Prime Rate" shall mean the rate published from
time to time in The Wall Street Journal as the "U.S. Prime Rate" or, in the event The
Wall Street Journal ceases to be published, goes on strike, is otherwise not published or
ceases publication of "Prime Rates," the base, reference or other rate then designated by
the Purchaser, in its sole discretion, for general commercial loan reference. The Prime
Rate is not necessarily the lowest or best rate of interest offered by the Purchaser to any
borrower or class of borrowers.
(C) Notwithstanding the foregoing, the Interest Rate shall never be adjusted to a
rate of interest that would cause the Series 2016 Bond to be in violation of Florida law.
SECTION 9. APPOINTMENT OF PAYING AGENT AND
REGISTRAR. The County is hereby designated Registrar and Paying Agent for the
Series 2016 Bond and the responsibilities thereof shall be handled by the Clerk. The
Clerk shall keep sufficient books and records to identify the holder of the Series 2016
Bond.
SECTION 10. RESERVE ACCOUNT. Pursuant to the provisions of
Section 4.05(A)(4) of the Resolution, the Issuer hereby establishes a separate subaccount
in the Reserve Account for the Series 2016 Bond which shall be designated as the "Series
2016 Subaccount" of the Reserve Account. The Reserve Account Requirement with
respect to the Series 2016 Subaccount and the Series 2016 Bond shall be zero dollars and
zero cents ($0.00). The Series 2016 Subaccount shall solely secure the Series 2016 Bond
and the Series 2016 Bond shall not be secured by any other portion of the Reserve
Account or any other subaccount therein.
SECTION 11. ADDITIONAL EVENT OF DEFAULT; LATE FEE.
(A) In addition to the Events of Default set forth in Section 6.01 of the Resolution, the
following shall also be considered Events of Default under the Resolution:
(i) (a) if any of the Bonds are currently rated by three national rating
agencies, and the Bonds are downgraded below BBB (or the equivalent)
(without regard to gradations) by two of the three national rating agencies;
or if any of the Bonds are currently rated by two national rating agencies,
and the Bonds are downgraded below BBB (or the equivalent) (without
regard to gradations) by both national rating agencies; or if any of the
Bonds are currently rated by one national rating agency, and the Bonds are
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downgraded below BBB (or the equivalent) (without regard to gradations)
by such rating agency; and
(b) if the County currently maintains a general obligation public debt
credit rating with three national rating agencies, and the rating is
downgraded below BBB (or the equivalent) (without regard to gradations),
by two of the three national rating agencies; or if the County currently
maintains a general obligation public debt credit rating with two national
rating agencies, and the rating is downgraded below BBB (or the
equivalent) (without regard to gradations), by both national rating agencies;
or if the County currently maintains a general obligation public debt credit
rating with one national rating agency, and the rating is downgraded below
BBB (or the equivalent) (without regard to gradations), by such rating
agency;
provided, however, that (x) if no series of Bonds is currently rated, then (a) above
shall not be applicable, and (y) if the County does not currently maintain a general
obligation public debt credit rating, then (b) above shall not be applicable.
(ii) at any time while the Series 2016 Bond is outstanding, the County fails to
maintain either a general obligation public debt rating by a national rating
agency or an infrastructure sales surtax debt rating by a national rating
agency.
(iii) the County becomes unable, or admits in writing its inability, to pay its
debts generally as they become due, or becomes insolvent or the subject of
insolvency proceedings; or the County requests financial assistance or relief
from the State of Florida under Section 218.503, Florida Statutes, or the
County is determined to be in a financial emergency under Section
218.503, Florida Statutes.
(B) If any payment required to be made hereunder or under the Series 2016
Bond is not paid within fifteen (15) days of when due, the County shall pay to the
Purchaser a late charge equal to six percent (6 %) of the late payment amount.
SECTION 12. ANNUAL AUDIT, BUDGET AND OTHER
INFORMATION. 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
as applied to governmental entities. A copy of the audited financial statements for each
Fiscal Year shall be furnished to the Purchaser within 210 days after the end of each
Fiscal Year. A copy of the annual budget for each Fiscal Year will be provided to the
Purchaser within 6 days of approval. The Issuer shall also provide the Purchaser with
any other information reasonably requested by the Purchaser.
SECTION 13. GENERAL AUTHORITY. The Mayor, the County
Administrator, the Clerk, the County Attorney, and the other 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 or the Resolution, or desirable or consistent
with the requirements hereof or of the Resolution for the full punctual and complete
performance of all the terms, covenants and agreements contained herein or in the Series
2016 Bond and the Resolution and each member, employee, attorney and officer of the
Issuer is 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. If the Mayor is
unavailable or unable at any time to perform any duties or functions hereunder, the
Mayor Pro Tem and the County Administrator are each hereby authorized to act on his
behalf.
SECTION 14. SEVERABILITY AND INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions herein contained shall be held
contrary to any express provision of law 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 or provisions and
shall in no way affect the validity of any of the other provisions hereof or of the Series
2016 Bond.
SECTION 15. CONFLICTS; RESOLUTION TO CONTINUE IN
FORCE. Except as herein expressly provided, the Resolution and all the terms and
provisions thereof are and shall remain in full force and effect; provided, however, that in
the event of a conflict between the terms of this Supplemental Resolution and the
Resolution, the terms of this Supplemental Resolution shall govern.
[Remainder of page intentionally left blank]
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SECTION 16. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon its adoption.
PASSED AND ADOPTED by the Board of County Commissioners of Monroe
County, Florida, at a regular meeting of said Board held on the 21st day of September,
2016.
Mayor Heather Carruthers
aL5f t
Mayor Pro Tem George Neugent
YES'
Commissioner Danny Kolhage
yes
Commissioner David Rice
YE S
Commissioner Sylvia Murphy
ES
(Seal)
HEAVILIN, Clerk
9—ai lu
MONROE COUNTY ATTORNEY
A ROV D AS TO
C YNTHIA L. HALL
ASSISTANJ CQ� NTY ATTORNEY
Date
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
Mayor Pro Te
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EXHIBIT A
COPY OF PROPOSAL
Bank
America's Most Convenient Bank®
255 ALHAMBRA CIRCLE; 2 FLOOR
CORAL GABLES, FL 33134
TEL: 305 - 441 -5692
August 15, 2016
Monroe County Board of County Commissioners
Office of Director of Purchasing
1100 Simonton Street, Suite 2 -213
Key West, Florida 33040
cc: Madok- keyinOmonroecounty- fl.goy (Kevin Madok, Sr. Director of Strategic Planning)
VaronapCa�pfm.com (Monroe County Financial Advisor, Public Financial Management, Inc.)
Masvidals cOofm.com (Monroe County Financial Advisor, Public Financial Management, Inc.)
RE: TD Bank Proposal Response — Direct Loan Agreement (NBQ), Series 2016
DEAR Monroe County Board of County Commissioners:
You have provided us with certain information regarding the current refinancing needs for the
County's certain existing Line of Credit ( "Direct Loan Agreement (NBQ). In connection therewith, we are
pleased to submit our proposal to provide the credit accommodations (the "Credit Accommodations ")
described on the attached preliminary term sheet(s) for your consideration.
The structure of the proposed Credit Accommodation(s) is outlined in the attached term sheet(s)
which provides a statement of suggested terms, but under no circumstance shall such statement be
construed as a complete summarization of terms necessary for consummation of the proposed Credit
Accommodation. PLEASE NOTE THAT ALTHOUGH THE ATTACHED TERMS SHEETS HAVE BEEN
APPROVED BY THE APPROPRIATE CREDIT AUTHORITIES AT THE BANK, THIS PROPOSAL IS
SUBJECT TO F ORMAL CREDIT REVIEW AND UNDERWRITING IN ACCORDANCE WITH THE
BANK'S INTERNAL POLICY AND NOTHING HEREIN SHALL CONSTITUTE A BINDING COMMITMENT
TO LEND. The Bank shall not be liable to the County or any other person for any losses, damages or
consequential damages which may result from the Company's reliance upon this proposal letter or the
proposed Credit Accommodations, the proposed term sheet(s) or any transaction contemplated hereby.
This letter, along with the proposed terms and conditions, are delivered to the Board for its
confidential use and evaluation, and shall not be disclosed by the Board except (i) as may be required to
be disclosed in any legal proceeding or as may otherwise be required by law and (ii) on a confidential and
"need to know" basis, to your directors, officers, employees, advisors and agents.
As encouraged under the RFP, the Bank is providing quotes for both structures that are being
contemplated by the County. The Bank would be able to hold to quoted rates for the County until the
anticipated closing date or up to 60 days subiect to Bank getting notified that it will be awarded the
transaction within the timeframe specified in the term sheet(s) and provided that the quoted rate is still
available at the time of such notification.
MONROE COUNTY -TD BANK PROPOSAL
Corporate Overview:
TD Bank, America's Most Convenient Bank ®, has proudly provided unparalleled convenience
and legendary WOW! Customer service for more than 150 years.
TD Bank is one of the 10 largest banks in the U.S., providing more than 8 million customers with
a full range of retail, small business, commercial banking products and services, and municipal
loans at approximately 1,300 convenient locations throughout the Northeast, Mid - Atlantic, Metro
D.C., the Carolinas and Florida.
Our TD Bank municipal loan and leases portfolio is in excess of $1 Billion within the State of
Florida alone. Our portfolio of clients includes small and large entities within Monroe County as
well. The South Florida TD team handling this request has an extensive background in municipal
finance and municipal bank loan structuring with average experience in excess of 20 years.
At TD Bank, we are committed to making a meaningful and positive contribution to the
individuals, families, businesses and communities within our marketplace. We serve on boards,
work with neighborhood groups and donate thousands of hours of volunteer time to numerous
civic and non - profit organizations. We look forward to being a great partner to Monroe County.
We appreciate the opportunity to submit this proposal for your consideration and look forward to
working with the County on successfully completing this transaction.
Very truly yours,
TD BANK, N.A.
By: �" ��\, t i
Delle Jos h, PA
Vice President, SFL Muni ipal Lending Group
Tel: 305 -441 -5692
ACCEPTED on this day of , 20_
Monroe County Board of County Commissioners
By:
Signer's name, Title
MONROE COUNTY - TD BANK PROPOSAL
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TD BANK, N.A. ( "BANK")
TERMS AND CONDITIONS OF CREDIT ACCOMMODATION DATED
8/9/2016 ( "DIRECT PURCHASE LOAN ")
THIS IS A STATEMENT OF TERMS AND CONDITIONS AND NOT A COMMITMENT TO LEND. ALL
CREDIT ACCOMMODATIONS ARE SUBJECT TO FORMAL CREDIT UNDERWRITING AND
APPROVAL.
1. Loan
(a) Borrower(s) Monroe County (the "County ")
(b) Guarantor: N/A
(c) Facility Non -Bank Qualified, Tax Exempt Term Loan ( "Bank Loan ")
(d) Purpose: To refinance the County's outstanding Line of Credit that was used to
finance the construction of The Cudjoe Regional Wastewater Project.
(e) Amount: Up to $16,300,000
(f7 Collateral: The 2016 Loan shall be secured forthwith equally and ratable by a
pledge of and lien upon (i) all amounts received by the County from the
Discretionary Sales Surtax Clearing Trust Fund referred to in Section
212.054(4)(B), Florida Statutes, including but not limited to, the proceeds
of the one cent local government infrastructure sales surtax levied
pursuant to Section 212.055(2), Florida Statutes, and the proceeds of
the tax levied pursuant to Section 202.19(5), Florida Statutes (the
"Infrastructure Sales Surtax Revenues "), and (ii) until applied in
accordance with the provisions of the Resolution, all moneys, including
investments thereof, in certain funds and accounts established pursuant
to the Resolutions (collectively, the "Pledged Funds ").
The 2016 Loan will be on parity with the County's other two (2) Senior
Infrastructure Sales Surtax Bonds.
(g) Maturity Structure I : April 1, 2026
Structure II : April 1, 2025
(h) Repayment Terms: Interest Payments will be due semi - annually on April 1 and October 1 of
each year. The principal of the Loan shall be fully amortized over the
term of the loan in an amount and in the manner as set forth on the
attached preliminary amortization schedule. Principal payments will be
made on April 1 of each year, beginning on April 1, 2017.
The first structure would have a final maturity of April 1, 2026, with
the first principal payment to be due on April 1, 2017. The average life
MONROE COUNTY -TO BANK PROPOSAL on the first structure is approximately 7.8 years.
3
The second structure would have a final maturity of April 1, 2025,
with the first principal payment to be due on April 1, 2017. The average
life on the second structure is approximately 6.7 years.
(i) Interest Rate: Indicative Tax Exempt Non -Bank Qualified (NBQ) Fixed Rate:
Structure 1: 1.69%
Structure II : 1.58%
Interest on the 2016 Loan shall be calculated on the basis of a three
hundred sixty (360) day year comprised of twelve (12) thirty (30) day
months, payable semiannually on April 1 and October 1, commencing on
April 1, 2017 at a rate set forth in the Form of Proposal.
Rate Hold Option Bank will hold the quoted interest rate for the Loan
Facility for Borrower for 60 days until Closing Date if Borrower confirms
for the Bank, within 3 days of proposal submission date and provided
that the quoted rate is still available that the Bank will be recommended
as the financial provider for the requested facility. Otherwise, the final
Loan Rate will be based using the formulae below which were used to
quote the Indicative Exempt (NBQ) Rate for this Proposal.
The quoted fixed rate of interest for Structure I is based upon the
greater of (70% of the prevailing ten (10) year H -15 Swap Rate) plus 67
basis points, or (70% of the prevailing ten (10) year Treasury Rate) plus
60 basis points as publicized in the following website for August 9, 2016:
The quoted fixed rate of interest for Structure II is based upon the
greater of (70% of the prevailing ten (10) year H -15 Swap Rate) plus 59
basis points, or (70% of the prevailing ten (10) year Treasury Rate) plus
50 basis points as publicized in the following website for August 9, 2016:
H -15 Source: http : / /www.federalreserve,gov /release /hl5 /update/
(j) Prepayment Premium: Option A: At the time of any full or partial prepayment, a fee equal to
the greater of (i) 1.00% of the principal balance multiplied by the number
of remaining years or (ii) a "Yield Maintenance Fee" in an amount
computed as follows:
The current cost of funds, specifically the bond equivalent yield for
United States Treasury securities (bills on a discounted basis shall be
converted to a bond equivalent yield) with a maturity date closest to the
"Remaining Term ", shall be subtracted from the Note rate, or default rate
if applicable. If the result is zero or a negative number, there shall be no
Yield Maintenance Fee due and payable. If the result is a positive
number, then the resulting percentage shall be multiplied by the
scheduled outstanding principal balance for each remaining monthly
period of the "Remaining Term." Each resulting amount shall be divided
by 360 and multiplied by the number of days in the monthly period. Said
amounts shall be reduced to present values calculated by using the
above reference current costs of funds divided by 12. The resulting sum
MONROE COUNTY -TD BANK PROPOSAL
4
of present values shall be the yield maintenance fee due to the Bank
upon prepayment of the principal of the loan plus any accrued interest
due as of the prepayment date.
"Remaining Term" as used herein shall mean the shorter of (i) the
remaining term of this Note, or (ii) the remaining term of the then current
fixed interest rate period.
Option B: Borrower can elect to have a "No Prepayment" penalty
associated with this Loan by adding a premium of 25 basis points to the
quoted proposed Loan Rate for the Facility.
(k) Default Rate of Interest: The "default rate of interest" shall be eight (8) percentage points in
excess of the Bank's Prime rate of interest charged at the time of the
event of default.
(1) Late Charge: If any payment due the Bank is more than fifteen (15) days overdue,
a late charge of six percent (6 %) of the overdue payment shall be
assessed.
(m) Events of Default: Will include but not be limited to:
(1) Breach of representation or warranties.
(2) Violation of covenants.
(3) Bankruptcy or insolvency.
(4) Final, non - appealable judgments against the County in excess
of $10,000,000.
(5) Payment default.
Fees and Expenses
The Borrower shall pay to the Bank on demand any and all costs and expenses (including, without
limitation, reasonable attorneys' fees and disbursements, court costs, litigation and other expenses)
incurred or paid by the Bank in connection with the loan. The Borrower's bond counsel will provide
documentation associated with this transaction. Documentation will be subject to the review and
approval of the Lender and the Lender's counsel. The Borrower agrees to pay all legal fees and
expenses of the lender associated with the review and closing of this transaction, which costs may be
paid with proceeds of the Loan. Legal costs shall be capped at no more than $5,000.
Legal Opinions.
Prior to closing, there shall be delivered to the Bank an opinion of Bond Counsel acceptable to the
Bank covering matters customary for a transaction of this type and nature and which shall, without
limitation, opine that: (1) the Borrower is duly formed; (2) all loan documents have been validly
authorized and executed by and on behalf of the Borrower, if any; (3) all loan documents are valid,
binding, enforceable in accordance with their terms and do not violate any legal requirements,
including without limitation, organizational documents, laws and material agreements; and (4)
Facility is Non -Bank Qualified Tax Exempt.
MONROE COUNTY -TD BANK PROPOSAL
5
Financial Reporting
a) Borrower(s) shall furnish the following financial reports:
FAUdited pe of Report(s)
Frequency
Due Date
na ncial Statement
Annually
Within 210 days of fiscal year
end
Operating Budget
Annually
Within 60 days of approval or
acceptance by Borrower's
Board
b) The Bank reserves the right to request additional financial information to supplement or verify
certain financial assumptions or verify the creditworthiness of the Borrower and if applicable.
Financial Covenant
Borrower shall maintain a Minimum Annual Debt Service Coverage (DSC) of 1.30x based
on the Pledged Revenues Divided by the Annual Debt Service for all of Borrower's debt
that is secured by the Pledged Revenues on a senior parity basis. This covenant shall
be tested annually.
ii. Additional bond test based on the same DSC test formula and shall be set at 1.30x. This
covenant shall be tested prior to the issuance of any new parity debt that is secured by
the Pledged Revenues on a senior parity basis.
Other Conditions
a. No Material Adverse Change to the Borrower prior to closing.
b. Periodic loan payments shall be settled via auto debit.
c. Documents will include taxability language allowing for a higher taxable loan rate should the IRS
deem the Loan to be a taxable facility due to events associated with action or inaction of
Borrower.
d. The Facility shall be cross defaulted with all other existing Borrower debt secured by same
revenue as this Facility.
e. Loan documents shall include language stipulating that the Loan Facility and all existing and
future County Senior Obligations secured by the same Pledged Revenues shall be on parity with
no preference to be given to any particular issuance.
f. The implementation of certain terms, conditions, covenants or other non - material changes to the
proposed Credit Accommodation required as part of the Bank's formal credit approval shall be
deemed an approval in substantially the form outlined in this proposed Credit Accommodation.
g. All legal matters and documentation to be executed in connection with the contemplated
proposed Credit Accommodation shall be satisfactory in form and substance to the Bank and
counsel to the Bank.
i. The Bank shall not be required to enter into the proposed Credit Accommodation until the
completion of all due diligence inquiries, receipt of approvals from all requisite parties and the
execution and receipt of all necessary documentation reasonably acceptable to the Bank and its
counsel. Furthermore, certain assumptions are made for this proposal which, if altered, could
affect the overall credit approval and or terms of the proposed Credit Accommodation
Patriot Act Notice: Patriot Act Notice. Lender is subject to the requirements of USA Patriot Act
MONROE COUNTY -TD BANK PROPOSAL
6
(Title III of Pub. L. 107 -56) (signed into law October 26, 2001)) (the "Act "), and hereby notifies the
Borrower and Guarantor (if any) that pursuant to the requirements of the Act, it is required to
obtain, verify and record information that identifies the Borrower and Guarantor, which information
includes the names and address of the Borrower and Guarantor and other information that will
allow Lender to identify the Borrower and Guarantor in accordance with the Act.
All other standard terms & conditions
THIS PROPOSAL IS NOT AND SHOULD NOT BE CONSTRUED AS A COMMITMENT BY THE BANK
OR ANY AFFILIATE TO ENTER INTO ANY CREDIT ACCOMMODATION.
MONROE COUNTY -TD BANK PROPOSAL
7
Preliminary Loan Amortization Schedule
Estimated Principal Repayment
Schedule:
16,165,000 16,165,000
MONROE COUNTY - TD BANK PROPOSAL
8
Structure #1
Structure #2
4/1/2017
100,000
100,000
4/1/2018
100,000
100,000
4/1/2019
815000
1,520,000
4/1/2020
845000
1,570,000
4/1/2021
870,000
1,620,000
4/1/2022
895,000
1,670,000
4/1/2023
920,000
1,720,000
4/1/2024
945,000
1,765,000
4/1/2025
5,260,000
6,100,000
4/1/2026
5,415,000
16,165,000 16,165,000
MONROE COUNTY - TD BANK PROPOSAL
8
Attachment A
PROPOSAL RESPONSE FORM
Monroe County, Florida
Infrastructure Sales Surtax Revenue Loan, Series 2016
The Bank (the "Bank" or "Lender ") hereby agrees to the purchase of the Infrastructure
Sales Surtax Revenue Bond, Series 2016 (the "Loan "), to be issued by Monroe County, Florida
(the "County ") in the proposed principal amount not to exceed $16,300,000 subject to the
terms and conditions set forth in the Request for Proposal dated August 22, 2016 (the "RFP "),
which is attached hereto and incorporated hereby by this reference. The final aggregate
principal amount and amortization of the Loan is subject to change dependent on actual
interest rate. The Bank agrees to be legally bound to such terms from the date of the Form of
Proposal to the Closing Date of the Loan.
Interest Rate: The County shall only consider proposals which clearly express the rate of
interest and /or the method of setting such rate of interest and the maximum rate of interest to
be charged during the full term of the Loan.
Fixed Rate of Interest -L)
A fixed rate, non -bank qualified, tax - exempt of interest for the term of the Loan equal to
CoA Poi -k S1 x4 Ni -� percent (1.0 per annum. Such rate shall remain in effect through
1 .2016 Jp To 6a y 'c . Rr., Low i s
Cost & Expenses Awrrrn�ti7 ► r+r� zac4�e"� � lkr" A
The Bank shall request t reimbursement of its legal fees only, subject to a maximum of
$ 5 AS ou.1-ef Pother The Bank proposes to utilize
Csy %fo0 D;;+ a or Loel5s Se ro+� as bank counsel.
Prepayment Option
Please specify prepayment terms below, and /or use additional pages as necessary:
SK st T;. C," 1 r—rw� <?Gt s
The Bank acknowledges that the County reserves the right to reject any and all proposals
received in connection with this request for proposals.
Respectfully submitted,
I tJ e...N lc- , N. 4 .
[Name of Bank] (�
By /Date: V °
Authorized Officer
Ire t �c -�irt1 �o sl�uP-H
[typed or printed name of officer]
Contact Information (Address, Tel, Email):
25-5- 1k �Hcw.�r► Cire-L , 'FE 2ov
C orocL- C'orbtac , I'L 33 k3 `4
This section to be filled -in by the County
ACCEPTED this — day of , 2014
Monroe County, Florida
By:
Authorized Officer
Attachment A
PROPOSAL RESPONSE FORM
Monroe County, Florida
Infrastructure Sales Surtax Revenue Loan, Series 2016
The Bank (the "Bank" or "Lender ") hereby agrees to the purchase of the Infrastructure
Sales Surtax Revenue Bond, Series 2016 (the "Loan "), to be issued by Monroe County, Florida
(the "County") in the proposed principal amount not to exceed $16,300,000 subject to the
terms and conditions set forth in the Request for Proposal dated August 22, 2016 (the "RFP "),
which is attached hereto and incorporated hereby by this reference. The final aggregate
principal amount and amortization of the Loan is subject to change dependent on actual
interest rate. The Bank agrees to be legally bound to such terms from the date of the Form of
Proposal to the Closing Date of the Loan.
Interest Rate: The County shall only consider proposals which clearly express the rate of
interest and /or the method of setting such rate of interest and the maximum rate of interest to
be charged during the full term of the Loan.
Fixed Rate of Interest C:�fifuC--L',-- T
A fixed rate, non -bank qualified, tax - exempt of interest for the term of the Loan equal to
•,t V F+ E" L A- percent IT9% per annum. Such rate shall remain in effect through
n —r 1 2016 _ U 60 P*YS . WI. LOCI is Sub�4� fb
Cost & Expenses
The Bank shall request the reimbursement of its legal fees only, subject to a maximum of
$ (eov f6s a LF fj fockat The Bank proposes to utilize
6VV?,W%Fo0. ilft*Oi r ew (, 56ss 9E as bank counsel.
Prepayment Option
Please specify prepayment terms below, and /or use additional pages as necessary:
c.
The Bank acknowledges that the County reserves the right to reject any and all proposals
received in connection with this request for proposals.
Respectfully submitted,
_TD QsP�k r N.
[Name of Bank]
By /Date: AJ ��
th
Authorized O ficer
-�t6 (L p r'l�
[typed or printed name of officer]
Contact Information (Address, Tel, Email):
?�L Pt ( R hWA C r- tie , .fit 2n o
ati --a. Uc % , P L 't z t 2 V-
This section to be filled -In by the County
ACCEPTED this — day of , 2014
Monroe County, Florida
By:
Authorized Officer
tc • T s-� dt TI) . ( C..—
Attachment B — Other Forms
The following forms must be signed and attached to each Proposal:
LOBBYING AND CONFLICT OF INTEREST CLAUSE
SWORN STATEMENT UNDER ORDINANCE NO. 010 -1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
(Company)
"...warrants that he /it has not employed, retained or otherwise had act on his /her behalf any
former County officer or employee in violation of Section 2 of Ordinance No. 010 -1990 or any
County officer or employee in violation of Section 3 of Ordinance No. 010 -1990. For breach or
violation of this provision the County may, in its discretion, terminate this Agreement without
liability and may also, in its discretion, deduct from the Agreement or purchase price, or
otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration
paid to the former County officer or employee."
STATE OF: r l 'm I I DCL
COUNTY OF: L4 ( —A. {I , to
lYA •i
(Signature)
Date:
Subscribed and sworn to (or affirmed) before me on X� i
e
(date) by (name of aff!ant). He /Sh is personally known to m e or
has produced (�' (type of identification) as identification.
NOTARY PUBLIC
My Com i ' c 'r
X00 PV . Notary Public State of Florida
Esther Moreno
My Commission EE 873275
'fora °«A Expires 02/171
/ `�,, NON-COLLUSION AFFIDAVIT
I, - AkC QV [V( 0 5 f the city of Cv F A4t�( according to law on my
oath, and under penalty of perjury, depose and say that
1.
lam U : c;c F' f el bt r2 / (k ! ( F 7 7 o5--- PEi of the firm of
D C3AN W_ ) N , A,• the bidder making the
Proposal for the project described in the Request for Proposals for
JIaed Loy+^► ,r EN� (n15q� Wg. and that I executed the said
proposal with full authority to do so;
2. The prices in this bid have been arrived at independently without collusion,
consultation, communication or agreement for the purpose of restricting
competition, as to any matter relating to such prices with any other bidder or with
any competitor;
3. Unless otherwise required by law, the prices which have been quoted in this bid
have not been knowingly disclosed by the bidder and will not knowingly be
disclosed by the bidder prior to bid opening, directly or Indirectly, to any other
bidder or to any competitor; and
4. No attempt has been made or will be made by the bidder to induce any other
person, partnership or corporation to submit, or not to submit, a bid for the
purpose of restricting competition; and
5. The statements contained in this affidavit are true and correct, and made with full
knowledge that Monroe County relies upon the truth of the statements contained
in this affidavit in awarding contracts for said project.
0 s._j_
- r
(Signature)
Date: 8"J 13J zo (L
STATE OF: 0/0 i
COUNTY OF: (A i Avi ' 1Jjx. P_
Subscribed and sworn to (or affirmed) before me on
(date) by � f f ��JE! (name of affiant). He /She is personally known io m e or
has produced
(type of identification) as identification.
NOTARY PUBLIC
My Commission Expires:
"ar pt" Notary Public State of Florida
Esther Moreno
My Commission EE 873275
Of poi Expires 02/1712017
DRUG -FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statutes Section 287.087 hereby certifies
that:
(Name of Business)
1. Publishes a statement notifying employees that the unlawful manufacture, distribution,
dispensing, possession, or use of a controlled substance is prohibited in the workplace
and specifying the actions that will be taken against employees for violations of such
prohibition.
2. Informs employees about the dangers of drug abuse in the workplace, the business'
policy of maintaining a drug -free workplace, any available drug counseling,
rehabilitation, and employee assistance programs, and the penalties that may be
imposed upon employees for drug abuse violations.
3. Gives each employee engaged in providing the commodities or contractual services that
are under bid a copy of the statement specified in subsection (1).
4. In the statement specified -in subsection (1), notifies the employees that, as a condition
of working on the commodities or contractual services that are under bid, the employee
will abide by the terms of the statement and will notify the employer of any conviction
of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida
Statutes) or of any controlled substance law of the United States or any state, for a
violation occurring in the workplace no later than five (5) days after such conviction.
5. Imposes a sanction on, or require the satisfactory participation in a drug abuse
assistance or rehabilitation program if such is available in the employee's community, or
any employee who is so convicted.
6. Makes a good faith effort to continue to maintain a drug -free workplace through
implementation of this section.
As the person authorized to sign the statement, I certify that this firm complies fully with the
above requirements.
NAIL-
(Signature)
Date: (2-1 - 2- e ( 6
STATE 0F: IOrna - VQ ,
COUNTY OF: b1 t I�(i - n 0-11
Subscribed and sworn to (or affirmed) before me on I (date) by
����H nn (name of affiant). je She is p ersonally known to me or has
produced _ VA I (type of id tification) as identification.
NOTARY PUBLIC
My Commission Expires:
i o Notary Public state of Florida
Esther Moreno
�� �,• My Commission EE 873275
W do Expires 02/17/2017
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list following a conviction
for public entity crime may not submit a bid on a contract to provide any goods or services to a
public entity, may not submit a bid on a contract with a public entity for the construction or
repair of a public building or public work, may not submit bids on leases of real property to
public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or
CONTRACTOR under a contract with any public entity, and may not transact business with any
public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes,
for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted
vendor list."
I have read the above and state that neither 1 f�.t N ($�- I N. A • (Respondent's name)
nor any Affiliate has been placed on the convicted vendor list within the last 36 months.
(Signature)
Date: I z(Zo Lc
STATE OF: E(D61 7 �a
COUNTY OF: _(i{.I AI
Subscribed and sworn to (or affirmed) before me on f (vZI (D
(date) by — (name of affiant). He/She is personally known to me or ha s produced
rt j' ` �} (type of identification) as identification.
NOTARY PUBLIC
My Commission Expires:
R Notary Public Slate of Florida
Esther Moreno My Commlasion EE 873275
Expires 02/17/2017
Information Required By Monroe County Code Section 2- 347(h):
Each Proposal must provide the following information:
(1) A list of the persons or entity's shareholders with five (5) percent or more of the
stock or, if a general partnership, a list of the general partners; or, if a limited liability
company, a list of its members; or, if a solely owned proprietorship, name(s) of 'iL c
owner(s); p4(A e�p 1s pt Pohti c - e �•�Y .. www . —
M
(2) A list of the officers and directors of the entity; N(A _ i A C�w
r, r 0 ' Pte" C-- ^P'A'Y
www • ►0 3an►ct
(3) The number of years the person or entity has been operating and, if different,
the number of years it has been providing the services, goods, or construction services
called for in the bid specifications (include a list of similar projects); 1 Sa 1 ekrs -
(4) The number of years the person or entity has operated under its present name
and any prior names; _ 5,-cz �)vd8 .
(5) Answers to the following questions regarding claims and suits:
Has the person, principals, entity, or any entity previously owned, operated
or directed by any of its officers, major shareholders or directors, ever failed
to complete work or provide the goods for which it has contracted? If yes,
provide details; No
b. Are there any judgments, claims, arbitration proceeding or suits pending or
outstanding against the person, principal of the entity, or entity, or any
entity previously owned, operated or directed by any of its officers,
directors, or general partners? If yes, provide details; ►--, o
c. Has the person, principal of the entity, entity, or any entity previously
owned, operated or directed by any of its officers, major shareholders or
directors, within the last five (5) years, been a party to any lawsuit,
arbitration, or mediation with regard to a contract for services, goods or
construction services similar to those requested in the specifications with
private or public entities? If yes, provide details; -
d. Has the person, principal of the entity, or any entity previously owned,
operated or directed by any of its officers, owners, partners, major
shareholders or directors, ever initiated litigation against the county or been
sued by the county in connection with a contract to provide services, goods
or construction services? if yes, provide details;. N ,
e. Whether, within the last five (5) years, the owner, an officer, general
partner, principal, controlling shareholder or major creditor of the person or
entity was an officer, director, general partner, principal, controlling
shareholder or major creditor of any other entity that failed to perform
services or furnish goods similar to those sought in the request for
competitive solicitation. 0
V
`�-- Et(��' Qr�s oc--►�
1
CLERK'S CERTIFICATE
I, Cheryl Robertson, the undersigned Deputy Clerk of the Circuit Court of Monroe
County, Florida and Ex- Officio Deputy Clerk to the Board of County Commissioners
(the "Board ") of Monroe County, Florida (the "County "), DO HEREBY CERTIFY that
attached hereto are copies of
1. Ordinance No. 013 -1989 entitled "AN ORDINANCE DECLARING THAT
AN EMERGENCY EXISTS AND WAIVING NOTICE BY A FOUR- FIFTH'S VOTE;
LEVYING IN ALL OF MONROE COUNTY A ONE CENT SALES TAX SURTAX;
PROVIDING FOR A FORMULA FOR THE DISTRIBUTION OF REVENUES SO
COLLECTED BETWEEN THE COUNTY AND THE VARIOUS MUNICIPALITIES
WITHIN THE COUNTY; PROVIDING THAT THE SURTAX SHALL BE
COLLECTED FOR A PERIOD OF FIFTEEN (15) YEARS COMMENCING ON
NOVEMBER 1, 1989; PROVIDING THE EXPENDITURE OF THE REVENUES
COLLECTED ON CERTAIN CAPITAL PROJECTS WITH A LIFE EXPECTANCY IN
EXCESS OF FIVE YEARS; PROVIDING THAT THE REVENUES RAISED BY THIS
ORDINANCE SHALL NOT BE USED TO REDUCE AD VALOREM TAXATION OR
USER FEES INCLUDING IMPACT FEES IN EXISTENCE ON OCTOBER 31,1989;
PROVIDING FOR THE PLEDGING OF REVENUES SO RAISED FOR BONDED
INDEBTEDNESS; PROVIDING FOR INCORPORATION INTO THE MONROE
COUNTY CODE OF ORDINANCES; PROVIDING FOR THE REPEAL OF ALL
ORDINANCES OR PARTS OF ORDINANCES INCONSISTENT HEREWITH; AND
PROVIDING FOR AN EFFECTIVE DATE AND REFERENDUM APPROVAL
BEFORE THE SALES TAX SURTAX MAY BE COLLECTED," enacted at a meeting
of the Board duly called and held on May 23, 1989, at which meeting a quorum was
present and acting throughout, which ordinance has been compared by me with the
original thereof as recorded in the Minute Book of said County and that said ordinance is
a true, complete and correct copy thereof, and said ordinance has been duly enacted and
has not been further modified, amended, supplemented or repealed, except as amended
by Ordinance No. 01 -2000, enacted by the Board on January 19, 2000 and Ordinance
No. 017 -2012, enacted by the Board on July 18, 2012, and is in full force and effect on
and as of the date hereof in the form attached hereto as Exhibit A.
2. Ordinance No. 01 -2000 entitled "AN ORDINANCE OF THE BOARD OF
COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, EXTENDING
THE ONE CENT INFRASTRUCTURE SALES TAX, OTHERWISE DUE TO EXPIRE
IN 2004, THROUGH DECEMBER 31, 2018; PROVIDING THAT THE
INFRASTRUCTURE TAX PROCEEDS MAY BE SPENT ON CERTAIN CAPITAL
PROJECTS WITH A LIFE EXPECTANCY OF FIVE YEARS OR MORE AS WELL
AS ANY PUBLIC PURPOSE; PROVIDING THAT SUCH EXTENSION IS ONLY
EFFECTIVE IF APPROVED BY THE COUNTY ELECTORATE VOTING IN THE
MARCH 14, 2000 PRIMARY; PROVIDING FOR NOTIFICATION TO THE
FLORIDA DEPARTMENT OF REVENUE IF THE TAX IS APPROVED BY THE
ELECTORATE; PROVIDING FOR SEVERABILITY; PROVIDING FOR THE
REPEAL OF ALL ORDINANCES INCONSISTENT HEREWITH; PROVIDING FOR
INCORPORATION INTO THE MONROE COUNTY CODE OF ORDINANCES; AND
PROVIDING AN EFFECTIVE DATE," enacted at a meeting of the Board duly called
and held on January 19, 2000, at which meeting a quorum was present and acting
throughout, which ordinance has been compared by me with the original thereof as
recorded in the Minute Book of said County and that said ordinance is a true, complete
and correct copy thereof and said ordinance has been duly enacted and has not been
further modified, amended or repealed and is in full force and effect on and as of the date
hereof in the form attached hereto as Exhibit B.
3. Ordinance No. 017 -2012 entitled "AN ORDINANCE OF THE BOARD OF
COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA EXTENDING
THE ONE CENT INFRASTRUCTURE SALES TAX, OTHERWISE DUE TO EXPIRE
IN 2018, THROUGH DECEMBER 31, 2033; PROVIDING LIMITS ON THE USE OF
THE FUNDS AFTER 2018 UNLESS WASTEWATER PROJECTS ARE IN
PROGRESS AND FULLY FUNDED; PROVIDING THAT SUCH EXTENSION IS
ONLY EFFECTIVE IF APPROVED BY THE COUNTY ELECTORATE VOTING IN
THE NOVEMBER 6, 2012 GENERAL ELECTION; PROVIDING FOR
NOTIFICATION OF THE FLORIDA DEPARTMENT OF REVENUE IF THE TAX IS
APPROVED BY THE ELECTORATE; PROVIDING FOR SEVERABILITY;
PROVIDING FOR THE REPEAL OF ALL ORDINANCES INCONSISTENT
HEREWITH; PROVIDING FOR INCORPORATION INTO THE MONROE COUNTY
CODE OF ORDINANCES; PROVIDING FOR AN EFFECTIVE DATE," enacted at a
meeting of the Board duly called and held on July 18, 2012, at which meeting a quorum
was present and acting throughout, which ordinance has been compared by me with the
original thereof as recorded in the Minute Book of said County and that said ordinance is
a true, complete and correct copy thereof and said ordinance has been duly enacted and
has not been further modified, amended or repealed, except as amended by Ordinance
No. 023 -2012 enacted by the Board on September 21, 2012, and is in full force and effect
on and as of the date hereof in the form attached hereto as Exhibit C.
4. Ordinance No. 023 -2012 entitled "AN ORDINANCE OF THE BOARD OF
COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA AMENDING
ORDINANCE NO. 017 -2012 APPROVED JULY 18, 2012; PROVIDING
CLARIFICATION REGARDING USE OF THE FUNDS AFTER 2018; PROVIDING
FOR SEVERABILITY; PROVIDING FOR THE REPEAL OF ALL ORDINANCES
INCONSISTENT HEREWITH; PROVIDING FOR INCORPORATION INTO THE
MONROE COUNTY CODE OF ORDINANCES; PROVIDING FOR AN EFFECTIVE
2
DATE," enacted at a meeting of the Board duly called and held on September 21, 2012,
at which meeting a quorum was present and acting throughout, which ordinance has been
compared by me with the original thereof as recorded in the Minute Book of said County
and that said ordinance is a true, complete and correct copy thereof and said ordinance
has been duly enacted and has not been further modified, amended or repealed and is in
full force and effect on and as of the date hereof in the form attached hereto as Exhibit D.
5. Resolution No. 077 -2003 entitled "A RESOLUTION OF THE BOARD OF
COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA AUTHORIZING
THE ISSUANCE OF NOT EXCEEDING $25,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF MONROE COUNTY, FLORIDA INFRASTRUCTURE SALES
SURTAX REVENUE BONDS, SERIES 2003, TO FINANCE THE ACQUISITION,
CONSTRUCTION AND EQUIPPING OF CERTAIN CAPITAL IMPROVEMENTS
WITHIN THE COUNTY; PLEDGING MONEYS RECEIVED BY THE COUNTY
FROM THE ONE CENT LOCAL GOVERNMENT INFRASTRUCTURE SALES
SURTAX TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON
SAID BONDS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SAID
BONDS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN
CONNECTION WITH THE ISSUANCE OF SUCH BONDS; PROVIDING CERTAIN
TERMS AND DETAILS OF SAID BONDS; AND PROVIDING FOR AN EFFECTIVE
DATE FOR THIS RESOLUTION," adopted at a meeting of the Board duly called and
held on February 19, 2003, at which meeting a quorum was present and acting
throughout, which resolution has been compared by me with the original thereof as
recorded in the Minute Book of said County and that said resolution is a true, complete
and correct copy thereof and said resolution has been duly adopted and has not been
further modified, amended or repealed, except as amended by Resolution No. 424 -2007,
adopted by the Board on November 14, 2007, and is in full force and effect on and as of
the date hereof in the form attached hereto as Exhibit E.
6. Resolution No. 424 -2007 entitled "A RESOLUTION OF THE BOARD OF
COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA AMENDING
AND SUPPLEMENTING RESOLUTION NO. 077 -2003 ADOPTED BY THE BOARD
ON FEBRUARY 19, 2003; AUTHORIZING THE ACQUISITION, CONSTRUCTION
AND EQUIPPING OF VARIOUS CAPITAL IMPROVEMENTS WITHIN THE
COUNTY; AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $32,000,000 IN
AGGREGATE PRINCIPAL AMOUNT OF MONROE COUNTY, FLORIDA
INFRASTRUCTURE SALES SURTAX REVENUE BONDS, SERIES 2007, IN
ORDER TO FINANCE A PORTION OF THE COSTS OF SUCH CAPITAL
IMPROVEMENTS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION WITH THE ISSUANCE OF SUCH SERIES 2007 BONDS;
AUTHORIZING THE AWARDING OF SAID SERIES 2007 BONDS PURSUANT TO
A PUBLIC BID; DELEGATING CERTAIN AUTHORITY TO THE MAYOR AND
THE COUNTY ADMINISTRATOR FOR THE AWARD OF THE SERIES 2007
3
BONDS AND THE APPROVAL OF THE TERMS AND DETAILS OF SAID SERIES
2007 BONDS; APPOINTING THE PAYING AGENT AND REGISTRAR FOR SAID
SERIES 2007 BONDS; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY
OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY OF AN
OFFICIAL STATEMENT WITH RESPECT THERETO; ESTABLISHING A BOOK -
ENTRY SYSTEM OF REGISTRATION FOR THE SERIES 2007 BONDS;
AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING
DISCLOSURE CERTIFICATE; AUTHORIZING MUNICIPAL BOND INSURANCE
FOR THE BONDS; AUTHORIZING A RESERVE ACCOUNT SURETY BOND
WITH RESPECT TO THE BONDS; MAKING CERTAIN AMENDMENTS TO
RESOLUTION NO. 077 -2003; AND PROVIDING AN EFFECTIVE DATE," adopted at
a meeting of the Board duly called and held on November 14, 2007, at which meeting a
quorum was present and acting throughout, which resolution has been compared by me
with the original thereof as recorded in the Minute Book of said County and that said
resolution is a true, complete and correct copy thereof and said resolution has been duly
adopted and has not been further modified, amended or repealed and is in full force and
effect on and as of the date hereof in the form attached hereto as Exhibit F
7. Resolution entitled "A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA SUPPLEMENTING
RESOLUTION NO. 077-2003 ADOPTED BY THE BOARD ON FEBRUARY 19,
2003, AS PREVIOUSLY AMENDED; AUTHORIZING THE REFINANCING OF ALL
AMOUNTS OUTSTANDING UNDER THE COUNTY'S EXISTING LINE OF
CREDIT WITH PNC BANK, NATIONAL ASSOCIATION; AUTHORIZING THE
ISSUANCE OF NOT TO EXCEED $16,065,000 IN AGGREGATE PRINCIPAL
AMOUNT OF A MONROE COUNTY, FLORIDA SALES SURTAX REFUNDING
REVENUE BOND, SERIES 2016, IN ORDER TO REFINANCE SUCH AMOUNTS;
MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION WITH
THE ISSUANCE OF SUCH SERIES 2016 BOND; AUTHORIZING A NEGOTIATED
SALE OF SAID SERIES 2016 BOND AND THE AWARD OF SAID SERIES 2016
BOND PURSUANT TO THE PROPOSAL OF TD BANK, N.A.; DELEGATING
CERTAIN AUTHORITY TO THE MAYOR FOR THE APPROVAL OF THE TERMS
AND DETAILS OF SAID SERIES 2016 BOND; APPOINTING THE PAYING AGENT
AND REGISTRAR FOR SAID SERIES 2016 BOND; AND PROVIDING AN
EFFECTIVE DATE," adopted at a meeting of the Board duly called and held on
September 21, 2016, at which meeting a quorum was present and acting throughout,
which resolution has been compared by me with the original thereof as recorded in the
Minute Book of said County and that said resolution is a true, complete and correct copy
thereof and said resolution has been duly adopted and has not been further modified,
amended or repealed and is in full force and effect on and as of the date hereof in the
form attached hereto as Exhibit G.
rd
l�
F
F
r'
t
Y
!
f
set my hand and affixed the official
D Xds 8Yl .
E rid of the Circuit Court of Monroe
a and Ex- Officio Deputy Clerk to
of County Commissioners of Monroe
County, Florida
IN WITNESS WHEREOF, I have
seal of the County the 29th day of
(SEAL)
5
3
INCUMBENCY CERTIFICATE
I, Cheryl Robertson, the undersigned Deputy Clerk of the Circuit Court of Monroe
County, Florida (the "County ") and Ex- Officio Deputy Clerk to the Board of County
Commissioners (the 'Board ") of Monroe County, Florida, am delivering this Certificate
relating to the issuance of the Monroe County, Florida Infrastructure Sales Surtax
Refunding Revenue Bond, Series 2016. I hereby certify, to the best of my knowledge, as
follows:
1. The following are now, and have continuously been since the dates of
beginning of their respective current terms shown below, the duly elected, qualified and
acting members of the Board of County Commissioners of Monroe County, Florida, and
the dates of the beginning and ending of their respective current terms are hereunder
correctly designated opposite their names:
Member
Heather Carruthers
George Neugent
Danny Kolhage
Sylvia Murphy
David Rice
Beginning Date
of Current Term
November 2012
November 2014
November 2012
November 2012
November 2014
Ending Date
of Current Term
November 2016
November 2018
November 2016
November 2016
November 2018
3. The following are now, and have continuously been since the dates of
beginning of their respective current terms of office shown below, the duly appointed or
elected (as the case may be), qualified and acting officers of the County and the dates of
the beginning and ending of their respective current terms of office are hereunder
correctly designated opposite their names:
Office
Mayor Pro Tem
Clerk
Deputy Clerk
Name
George Neugent
Amy Heavilin
Cheryl Robertson
Beginning Date
of Current Term
November 2015
November 2012
June 2015
Ending Date
of Current Term
November 2016
January 2017
At the Discretion
of the Clerk
IN WITNESS WHEREOF, I
seal of the County the 29th day of SeI
(SEAL)
to set my hand and affixed the official
of the Circuit Court of Monroe
Ex- Officio Deputy Clerk to the
Commissioners
E
CERTIFICATE AS TO SIGNATURES
We, the undersigned, DO HEREBY CERTIFY as follows:
1. That we did heretofore cause to be officially executed the $16,065,000
Infrastructure Sales Surtax Refunding Revenue Bond, Series 2016 (the "Series 2016
Bond ") of Monroe County, Florida (the "County ").
2. That George Neugent, Mayor Pro Tem of the Board of County
Commissioners (the 'Board ") of the County, has executed the Series 2016 Bond by his
manual signature, and said Mayor Pro Tem was on the date he executed the Series 2016
Bond and is now the duly elected, qualified and acting Mayor Pro Tem of the County.
3. That we have caused the official seal of the County to be imprinted on the
Series 2016 Bond, said seal imprinted hereon being the official seal of the County, and
that Cheryl Robertson, Deputy Clerk of the Circuit Court of the County and Ex- Officio
Deputy Clerk to the Board, caused such seal to be attested by her manual signature, and
that said Deputy Clerk was on the date she signed the Series 2016 Bond and is now a
duly qualified and acting Deputy Clerk.
4. That the seal which has been impressed on or otherwise reproduced on the
Series 2016 Bond and upon this certificate is the legally adopted, proper and only seal of
the County.
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the
official seal of the County as of the 29th day of September, 2016.
(SEAL)
Term of
Title of Office Office Expires
Mayor Pro Tem November 2016
Deputy Clerk At the Discretion
of the Clerk
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM:
CYNTHIA L. HALL
ASSISTANT COUNT "r ATTORNEY
Date
CERTIFICATE AS TO SPECIMEN BOND
I, Cheryl Robertson, the undersigned Deputy Clerk of the Circuit Court and Ex-
Officio Deputy Clerk to the Board of County Commissioners of Monroe County, Florida
(the "County "), DO HEREBY CERTIFY that attached hereto as Exhibit A is a specimen
of the $16,065,000 Monroe County, Florida Infrastructure Sales Surtax Refunding
Revenue Bond, Series 2016, dated as of September 29, 2016, in fully registered form,
which specimen is identical in all respects, except as to signatures, with said Bond this
day delivered for the account of the initial purchaser thereof.
IN WITNESS WHEREOF, I have hereunto set my hand as of this 29th day of
September, 2016.
8
ADDITIONAL BONDS CERTIFICATE
The undersigned, Cheryl Robertson, Deputy Clerk of the Circuit Court of Monroe
County, Florida and Ex-Officio Deputy Clerk to the Board of County Commissioners
(the "Board") of Monroe County, Florida (the "County") is delivering this Certificate
pursuant to Section 5.02 of Resolution No. 077-2003 adopted by the County on
February 19, 2003, as amended and supplemented (the "Resolution"), in connection with
the issuance by the County of its Infrastructure Sales Surtax Refunding Revenue Bond,
Series 2016 (the "Series 2016 Bond"). All terms not otherwise defined herein shall have
the meanings ascribed thereto in the Resolution. I hereby certify on behalf of the County
as follows:
(A) No Event of Default (as specified in Section 6.01 of the Resolution) has
occurred and is continuing under the Resolution.
(B) The books and records of the County relating to the Infrastructure Sales
Surtax Revenues which have been received by the County for deposit into the Restricted
Revenue Account have been examined by me.
(C) The amount of the Infrastructure Sales Surtax Revenues which has been
received by the County during the period of October 1, 2014 through September 30, 2015
is $20,161,451 and such amount of the Infrastructure Sales Surtax Revenues equals at
least 1.30 times the Maximum Annual Debt Service on all Bonds Outstanding and the
Series 2016 Bond ($8,267,046.50).
IN WITNESS WHEREOF, I have hereunto set my hand as of the 29th day of
September, 2016. k,. t., ,
I
If(SEAL) 't414. '.
/ iOfryj•50 r)
`'"' O-' '7 of the Circuit Court of Monroe
vji ''a:' orida and Ex-Officio Deputy Clerk to
t e :oard of County Commissioners of Monroe
County, Florida
No. R-1 $16,065,000.00
' UNITED STATES OF AMERICA
STATE OF FLORIDA
MONROE COUNTY, FLORIDA
INFRASTRUCTURE SALES SURTAX
REFUNDING REVENUE BOND, SERIES 2016
Interest Rate Maturity Date Date of Original Issue
1.69% April 1, 2026 Sept er 29, 2016
Registered Holder: TD BANK, N.A.
Principal Amount: SIXTEEN MILLION SIX WE U AND
00/100 DOLLARS
KNOW ALL MEN BY THESE P '. , at .nroe County, Florida, a
political subdivision of the State of Fl• tda ( " . , for value received, hereby
promises to pay, solely from the Pled_e• ds h- -'nafter described, to the Registered
Holder identified above, or regisssi u . her after provided, on the Maturity
Date identified above, the Principal Amount i• . . d above and to pay interest on such
Principal Amount from the Date of Origin. I e identified above or from the most
recent interest payment da to w 'ch interes t has been paid at the Interest Rate identified
above on April 1 and iober eac• ear commencing April 1, 2017 until such
Principal Amount shall have�een .. .. The Interest Rate is subject to adjustment as
provided in Section 8 of th ere' er defined Resolution. The repayment schedule is
attached hereto as Schedule
This Bond shall be payable as to principal and interest by automated debit or in
such o manner°as is agreed to between the Issuer and the Registered Holder in whose
nam this and shall be registered on the registration books maintained by the Issuer as
of the close of business on the fifteenth day (whether or not a business day) of the
calendar month next preceding an interest payment date; provided, that the Registered
Holder shall only be required to present and surrender this Bond to the Issuer for the final
payment of the principal of this Bond or shall otherwise provide evidence that this Bond
has been cancelled upon receipt of fmal payment. Principal of and interest on this Bond
shall be payable in any coin or currency of the United States of America, which at the
time of payment, are legal tender for the payment of public and private debts.
This Bond is issued for the principal purpose of providing moneys for
(a)refunding, on a current basis, all of the Issuer's outstanding Infrastructure Sales Surtax
1
Master Revenue Bond (PNC Bank Line of Credit), Series 2014, and (b)paying certain
costs and expenses in connection with the issuance of the Bond (all as more particularly
described in the hereinafter defined Resolution), under the authority of and in full
compliance with the Constitution and laws of the State of Florida, particularly Chapter
125, Florida Statutes, Chapter 212, Florida Statutes, the Monroe County Code, the
Infrastructure Sales Surtax Ordinance (as such terms are defined in the hereinafter
defined Resolution), and other applicable provisions of law (collectively, the "Act"), and
pursuant to Resolution No. 077-2003 of the Issuer adopted by the Bo of County
Commissioners (the "Board") of the Issuer on February 19, 2003, as ded and
supplemented, particularly as supplemented by a resolution (the "Sup ental
Resolution") adopted by the Board on September 21, 2016 (collectively,, the
"Resolution"), and is subject to all the terms and conditions of esol " ' n.
This Bond and the interest hereon are payable fro . sec by a p ge of and
lien upon (1) the Infrastructure Sales Surtax Revenues . de • in the -solution) and
(2) until applied in accordance with the provision the •1 'in, all moneys,
including investments thereof, in certain of the fund .cco established by the
Resolution, all in the manner and to the exte describe. in • ' olution (collectively,
the "Pledged Funds"). The pledge of and 4-_P1-dge• unds is on parity in all
respects with the pledge thereof and li ther • y.. ' with respect to the Issuer's
outstanding Monroe County, Florida rastructure .les Surtax Revenue Bonds, Series
2007 and the Monroe County, F - Infrastruct Sales Surtax Improvement and
Refunding Revenue Bond, Serie- 014.
1411)9'
IT IS EXPRESSLYA C ED BY ; I REGISTERED HOLDER OF THIS
BOND THAT THE F AI ' I ' DIT OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POL ' C ' • DIVISION OR AGENCY THEREOF, ARE
NOT PLEDGED TO THE g, Ii T OF THE PRINCIPAL OF AND INTEREST ON
THIS BOND ' D TEA - UCH OLDER SHALL NEVER HAVE THE RIGHT TO
REQUIRE • COMPEL 'I' EXERCISE OF ANY TAXING POWER OF THE
ISSUER, 'I.' TE OF ORIDA, OR ANY POLITICAL SUBDIVISION OR
eAG I ;_ F, TO THE PAYMENT OF SUCH PRINCIPAL AND INTEREST.
THI A ' I OBLIGATION EVIDENCED HEREBY SHALL NOT
COU"lE A LIEN UPON ANY PROPERTY OF THE ISSUER, BUT SHALL
CONSTITUTE A LIEN ONLY ON, AND SHALL BE PAYABLE SOLELY FROM,
THE PLEDGED FUNDS TO THE EXTENT PROVIDED IN THE RESOLUTION.
The transfer of this Bond is registrable in accordance with the terms of the
Resolution only upon the books of the Issuer kept for that purpose at the designated
corporate trust office of the Registrar by the Registered Holder hereof in person or by his
attorney duly authorized in writing, upon the surrender of this Bond together with a
written instrument of transfer satisfactory to the Registrar duly executed by the
Registered Holder or his attorney duly authorized in writing, and thereupon a new Bond
2
in the same aggregate principal amount shall be issued to the transferee in exchange
therefor, and upon the payment of the charges, if any, therein prescribed. For every such
exchange or registration of transfer, the Issuer or the Registrar may make a charge
sufficient to reimburse it for any tax, fee, expense or other governmental chare required
to be paid with respect to such exchange or registration of transfer. The Bond is issuable
in the form of a fully registered Bond in the denomination of the outstanding principal
amount of the Bond. The Issuer, the Registrar and any Paying Agent ay treat the
Registered Holder of this Bond as the absolute owner hereof for all purpo whether or
not this Bond shall be overdue, and shall not be affected by any notice to contrary.
The Issuer and the Registrar shall not be obligated to make any ex • . . .a or tr. • fer of
the Bond during the period commencing on the 15th day of t' - • ely
preceding an interest payment date on the Bond and ending such erest payment
date, or, in the case of any proposed redemption of the b• • •, th- • durin- - 15 days
next preceding the date of the first mailing of notice of . , -d- • e 'o an, continuing
until such redemption date.
This Bond may be redeemed in whole or in pa` n an, . .te with three (3)
business days prior written notice to the Re stered Hold Is
of an amount
equal to the principal amount to be reded plus a.crue interest thereon to the
redemption date plus the Redemptionremium. as cmed below. No notice of
redemption will be required to be :i e 'th respect to the mandatory sinking fund
redemption of the Bond in the • . .tion allm set forth in Schedule I attached
hereto.
"Redemption Premi m" .11 mean . amount equal to the greater of(i) 1.00% of
the principal amount of i Bo --ing •aid multiplied by the Remaining Term (as
defined below) in ye. • or (ii Yi- ntenance Fee (as defined below) in an amount
computed as herei a d;. ri s e The current cost of funds, specifically the bond
equivalent yiel• nit. •. ,tates asury Securities (bills on a discounted basis shall be
converted to .one uivale yie d)with a maturity date closest to the Remaining Term,
shall be s • -d om theterest Rate, or default rate, if applicable. If the result is
zero or a neegati, 'umber, there shall be no Yield Maintenance Fee due and payable. If
the result is a posi - , ber, then the resulting percentage shall be multiplied by the
scheduled outst di.: principal balance for each remaining monthly period of the
Remaining Te Each resulting amount shall be divided by 360 and multiplied by the
number o a n the monthly period. Said amounts shall be reduced to present values
calculated using the above referenced current costs of funds divided by 12. The
resulting sum of present values shall be the Yield Maintenance Fee due to the Registered
Holder upon prepayment of the principal of this Bond plus any accrued interest due as of
the prepayment date. As used herein, "Remaining Term" shall mean the shorter of(i) the
remaining term of this Bond or (ii) the remaining term of the then current fixed interest
rate period.
3
If any payment required to be made hereunder or under the Resolution is not paid
within fifteen (15) days of when due, the Issuer shall pay to the Registered Holder a late
charge equal to six percent(6%) of the late payment amount.
In the event of a Determination of Taxability (as defined in the Supplemental
Resolution), the Interest Rate on this Bond shall be increased to such rate as shall provide
the Registered Holder with the same rate of return that the Registered Holder would have
otherwise received on this Bond taking into account the increased taxable '+come of the
Registered Holder as a result of such Determination of Taxability (the "Adj -d Rate");
provided, however, such Adjusted Rate shall never exceed the maximum rate •wable
by law. Immediately upon a Determination of Taxability, the Iss 1 • the
Registered Holder, the Additional Amount (as defined in the Su, me • Resolution).
After the occurrence of an Event of Default (as d- ' -d in , R-so , 'on) under
Section 6.01 of the Resolution, this Bond shall bear ' to s the P ault Rate (as
defined in the Supplemental Resolution)until such Ev •f De . is c -d.
Reference to the Resolution and any and all res. u su. . emental thereto and
modifications and amendments thereof and • ct ma. or a description of the
pledge and covenants securing this Bond e �1 - er . d extent of enforcement
of such pledge and covenants, and th- ' s, du , i ities and obligations of the
Issuer.
It is hereby certified an, recited that al s, conditions and things required to
exist, to happen and to be perfs , ed precede it t• and in the issuance of this Bond, exist,
have happened and have ► p; ' ed, in -gular and due form and time as required by
the laws and Constitu '. of e . " •rida applicable thereto, and that the issuance
of the Bonds does - . ••lat- .. c institutional or statutory limitations or provisions.
Neither -m.- of Board of the Issuer nor any person executing this
Bond shal pers. y hereon or be subject to any personal liability or
account ility . : .son oft - issuance hereof.
This Bond not be valid or become obligatory for any purpose until the
certificate of authen ation hereon shall have been signed by the Registrar.
[Remainder of page intentionally left blank]
4
IN WITNESS WHEREOF, Monroe County, Florida has issued this Bond and
has caused the same to be executed by the manual signature of the Mayor Pro Tern of the
Board of County Commissioners and countersigned and attested by the manual signature
of the Deputy Clerk to such Board, and its official seal to be affixed or reproduced
hereon, all as of the Date of Original Issue.
MO' 3 E COUNTY, FLORIDA
(SEAL)
.1 „,
- . Q---,,eaw
ayor Pro Tern, Board o --�......6.
Commissioners
1PS t 'Altai, • ND COUNTERSIGNED:
_ems- �q ;^� .
._,-____ _ . . fof the Circuit Court and Ex-Offi 'o
,,� vim
r... -- to the Board of County Co
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
Co ty Attorney's Offi=,,
ti
t
v `
i
i
5
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the Issue described in the within-mentioned
Resolution.
DATE OF AUTHENTICATION:
September 29, 2016
MONROE COUNTY O' ► t , Registrar
1
t� mow. S
Deputy Cler, . ,he Ci 07,11errt and
Ex-Officio D-'e -"fit,, lerk ,., :' e Board
of Cs my Co 1 is-, ie .
111,
.,,,irk-'•"
6
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and poin
as attorneys to register the transfer of the said Bond on oo pt o egistration
thereof with full power of substitution in the premises.
Dated:
Signature guaranteed:
NOTICE: Signature(s) st be
guaranteed by an institution 'eh is a
participant in the Sec 'es ansfer NOTICE: The signature to this
Agent Medallion Pro y-. T assignment must correspond with the
similar program. name of the Registered Holder as it
appears upon the face of the within Bond
in every particular, without alteration or
enlargement or any change whatever and
the Social Security or other identifying
number of such assignee must be
supplied.
7
The following abbreviations, when used in the inscription on the face of the within
Bond, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM -- as tenants in common
TEN ENT-- as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship and not as tenants in c on
UNIF TRANS MIN ACT --
(Cust.)
Custodian for
under Uniform Transfers to Minors Act of
(St
Additional abbreviations may also b- + •t i 1st above.
8
SCHEDULE I
Amortization
Payment Date Installments Interest Total
04/01/2017 $ 100,000 $ 137,257.58 $ 237,257.58
10/01/2017 134,904.25 134,904.25
04/01/2018 100,000 134,904.25 234,904.2
10/01/2018 134,059.25 134,05'
04/01/2019 850,000 134,059.25 984,059.2
10/01/2019 126,876.75 1 • ! • 5
04/01/2020 865,000 126,876.75 • ' •.
10/01/2020 119,567.50 19,5•• 50
04/01/2021 880,000 119,567.50 9i9,567. II
10/01/2021 112,131.50, ,13 .51
04/01/2022 900,000 112,131,50 '"3•=, ,012,1 .50
10/01/2022 104,526. ., At,J 6.50
04/01/2023 910,000 104,526. ON 4 1,0,I4,526.50
10/01/2023 '• 837.06. ,,, / 96,837.00
04/01/2024 925,000 "r ,.. . 0 0 1,021,837.00
10/01/2024 ;. 8',! 0. 89,020.75
04/01/2025 5,225,00p , 89,0 ' 7 5,314,020.75
10/01/2025 ii` '„ ' : M;,869' 0 44,869.50
04/01/2026 5,3 ,000 A'4 :d9.50 5,354,869.50
$16,05,000 $2062,843.58 $18,127,843.58
''a
9