Item O93
CM
ounty of onroe
BOARD OF COUNTY COMMISSIONERS
Mayor Heather Carruthers, District 3
Mayor Pro Tem George Neugent, District 2
TheFloridaKeys
Danny L. Kolhage, District 1
David Rice, District 4
Sylvia J. Murphy, District 5
County Commission Meeting
September 21, 2016
Agenda Item Number: O.9
Agenda Item Summary #2058
BULK ITEM: DEPARTMENT:
Yes Strategic Planning
TIME APPROXIMATE:STAFF CONTACT:
Kevin Madok 305-292-4480
N/A
AGENDA ITEM WORDING:
Approval of a resolution authorizing the issuance of not to exceed
$16.065 million in aggregate principal amount of a Monroe County, Florida Sales Surtax Refunding
Revenue Bond, Series 2016; authorizing the refinancing of all amounts outstanding under the
resolution and all necessary documents; and authorization for the County Administrator and/or his
designee to sign all other necessary documentation in order to complete the transaction.
ITEM BACKGROUND:
At the April 20, 2016 meeting, the BOCC approved advertising a
Request for Proposals (RFP) for a direct loan (bond) not to exceed $16.3 million. Bids were to be
opened August 16, 2016. Seven (7) proposals were received. A meeting of a selection committee
was held on August 22, 2016, at which time the committee reviewed the proposals submitted in
by TD Bank, N.A. The proceeds from this bond issuance will be used to repay, in full, all amounts
outstanding under a 2014 Line of Credit ($16.0 million). Any costs or expenses relating to the
issuance of this Series 2016 bond will be paid from the proceeds of the bond. The bond (direct loan)
bears a fixed interest rate of 1.69%. The interest is payable semi-annually on April 1 and October 1
of each year, commencing April 1, 2017. The direct loan matures on April 1, 2026.
Under Section 5.02 of the 2003 Infrastructure Sales Surtax Revenue Bond Resolution, this loan
requires issuance of a supplemental resolution.
PREVIOUS RELEVANT BOCC ACTION:
BOCC approval to issue an RFP for a direct loan not
to exceed $16.3 million (April 2016 agenda item C-18.)
CONTRACT/AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATION:
Approval
4EGOIX4K
3
DOCUMENTATION:
Plan of Finance memo
Supplemental Resolution with Exhibit A
FINANCIAL IMPACT:
Effective Date: N/A
Expiration Date: N/A
Total Dollar Value of Contract:
Total Cost to County: Any costs or expenses relating to the issuance of this Series 2016
bond will be paid from the proceeds of the bond.
Current Year Portion:
Budgeted:
Source of Funds:
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: Yes
If yes, amount: Amount not to exceed $16.065 million in aggregate principal amount.
Grant:
County Match
:
Insurance Required:
Additional Details:
REVIEWED BY:
Cynthia Hall Completed 09/02/2016 10:19 AM
Kevin Madok Skipped 09/02/2016 12:25 PM
Budget and Finance Completed 09/02/2016 2:19 PM
Maria Slavik Skipped 09/02/2016 12:26 PM
Kathy Peters Completed 09/06/2016 5:56 PM
Board of County Commissioners Pending 09/21/2016 9:00 AM
4EGOIX4K
3 E
%PLEQFVE'MVGPI
7YMXI JE\
'SVEP+EFPIW*0[[[TJQGSQ
4YFPMG*MRERGMEP1EREKIQIRX-RG
4*1%WWIX1EREKIQIRX00'
4*1%HZMWSVW
%YKYWX
1IQSVERHYQ
8S
1SRVSI'SYRX]*PSVMHE
*VSQ
4YFPMG*MRERGMEP1EREKIQIRX-RG
4*1*MRERGMEP%HZMWSVW00'
6I
4PERSJ*MRERGIz7IVMIW&ERO2SXI
6IJMRERGMRK0MRISJ'VIHMX
8LITYVTSWISJXLMWQIQSVERHYQMWXSTVSZMHIXLIFEWMWJSVXLIVIGSQQIRHIHTPERSJJMRERGIJSV1SRVSI'SYRX]
XLIw'SYRX]x
ERHXSWYQQEVM^IXLITVSTSWEPWVIGIMZIHJSVXLI'SYRX]vW6IUYIWXJSV4VSTSWEPWJSVXLI
&ERO2SXI
8LI'SYRX]MWGSRXMRYMRKXSMQTPIQIRXXLIGSRWXVYGXMSRSJXLI'YHNSI/I][EWXI[EXIVTVSNIGXXLEXFIKERWIZIVEP
]IEVWEKS%WTEVXSJXLIJMRERGMRKTPERXLEX[EWMQTPIQIRXIHMRXLI'SYRX]WIGYVIHEPMRISJGVIHMXXSJYRH
ETSVXMSRSJWYGLTVSNIGX8LIFERORSXI[MPPFIMWWYIHJSVXLITYVTSWISJGSRZIVXMRKXLIJPSEXMRKVEXIPMRISJ
GVIHMXMRXSEJM\IHVEXIPSRKXIVQSFPMKEXMSR8LI'SYRX]GYVVIRXP]LEWXLVIIHIFXSFPMKEXMSRWSYXWXERHMRKYRHIV
XLMWWIGYVMX] 7IVMIWMREREQSYRXSJQMPPMSR7IVMIWMREREQSYRXSJ QMPPMSRERH7IVMIW
0MRISJ'VIHMXMRXLIHVE[REQSYRXSJQMPPMSR8LII\MWXMRKSFPMKEXMSRWLEZIVIPEXMZIP]WLSVXQEXYVMXMIW
%TVMP
XSFIXXIVGSMRGMHI[MXLXLIWYRWIXHEXISRXLIWEPIWXE\ERHSXLIVYWIWJSVJVIIGEWLJPS[+MZIRXLI
WM^ISJXLIJMRERGMRK
IWXMQEXIHEXETTVS\MQEXIP]QMPPMSR
[ILEZIHMWGYWWIH[MXLWXEJJERHLEZI
VIGSQQIRHIHXLEXXLI'SYRX]QEMRXEMRXLIWLSVXIVEZIVEKIPMJITVSJMPIERHEQSVXM^IXLIPSERXLVSYKL-R
EHHMXMSRXSQMRMQM^MRKXLIMRXIVIWXGSWXSJXLIJMRERGMRKXLMWJEWXIVEQSVXM^EXMSRMWGSRWMHIVIHEGVIHMXTSWMXMZIERH
[MPPTVSZMHIXLI'SYRX][MXLJMRERGMRKJPI\MFMPMX]MRXLIJYXYVIWLSYPHMXRIIHXSEGGIWWXLIGETMXEPQEVOIXWJSV
EHHMXMSREPJYRHMRKRIIHW-RSVHIVXSEGGIWWXLIGETMXEPQEVOIXWXLI'SYRX]LEWHIXIVQMRIHXLEXE&ERO2SXIEW
STTSWIHXSETYFPMGFSRHSJJIVMRK[SYPHWEXMWJ]MXWJYRHMRKRIIHWMRXLIQSWXIJJIGXMZIQERRIV
XLIPMRISJGVIHMX
LEWEJMVQXIVQSYXHEXIEXETYRMXMZIMRXIVIWXVEXI
8LMWHIXIVQMREXMSRMWFEWIHSR XLII\TIHMXIHXMQMRKSJXLI
JYRHMRKRIIHQE]RSXPIRHMXWIPJXSXLIXMQIVIUYMVIHXSI\IGYXIETYFPMGP]SJJIVIHFSRHMWWYIXLIEHQMRMWXVEXMZI
VIUYMVIQIRXWSJEFERORSXIEVIPIWWSRIVSYWXLIGSWXWSJMWWYERGIEVIGSQTEVEXMZIP]PS[IVXLIMRXIVIWXVEXISJ
XLIX[SEPXIVREXMZIWEVIGSQTEVEFPIERHXLIMRXIVIWXVEXISJXLIFERORSXIGERFIPSGOIHMRWSSRIV
4*1[SVOIH[MXLXLI'SYRX]XSHVEJXXLI6IUYIWXJSV4VSTSWEPJSVXLI&ERO2SXIERHXLI'SYRX]XLIR
EHZIVXMWIHXLI6*4SRXLIMVFMHTPEXJSVQ4*1EPWSIQEMPIHXLI6*4XSEFVSEHTSSPSJJMRERGMRKIRXMXMIWXLEX[I
ORS[XSFIEGXMZIMRXLIQYRMGMTEPWTEGI8LIWM^ISJXLIPSER
ETTVS\MQEXIP]QMPPMSR
ERHEZIVEKIPMJI
]IEVW
EVIGSRWMWXIRX[MXLTEVEQIXIVWX]TMGEPP]WIIRMRFERORSXIWERHWYGLTEVEQIXIVW[SYPHEXXVEGXMRXIVIWX
XL
JVSQXLIFEROPIRHMRKGSQQYRMX]ERH]MIPHXLI'SYRX][MXLEJEZSVEFPIVIWYPX3R%YKYWXWIZIR
TVSTSWEPW[IVIWYFQMXXIH%WYQQEV]SJXLITVSTSWMRKJMVQWEPSRK[MXLXLIOI]TSMRXWJVSQIEGLTVSTSWEPMW
MRGPYHIHEXXLIIRHSJXLMWQIQSVERHYQ
%JXIVVIZMI[SJXLIFEROSJJIVWERHHMWGYWWMSREQSRKXLI'SYRX]vWJMRERGIXIEQ8(&EROvWTVSTSWEP[EW
GSRWMHIVIHXLIQSWXEXXVEGXMZI&EWIHSRXLI VEXIERHEJMREPQEXYVMX]SJXLI'SYRX]MWIWXMQEXIHXS
EGLMIZIER%PP-R8VYI-RXIVIWX'SWXSJ -QTSVXERXP]TPIEWIRSXIXLEXXLI8(&EROVEXIMWPSGOIHXLVSYKL
XL
3GXSFIV[MXLMRXLIERXMGMTEXIHXMQIJSVXLMWXVERWEGXMSRXSGPSWI
I\TIGXIH7ITXIQFIV
*MREPP]XLI
'SYRX]vWPIKEPXIEQLEWVIZMI[IHXLIXIVQWMRXLI8(&EROTVSTSWEPERHEJXIVGPEVMJ]MRKEGSYTPIQMRSVMXIQWMW
WEXMWJMIHXLEXXLI]EVIGSRWMWXIRX[MXLXLII\MWXMRKXIVQWERHGSZIRERXWMRXLI'SYRX]vWTVMSVFSRHVIWSPYXMSR3RI
ERGMPPEV]GSZIRERXXLEX[MPPVYRXLVSYKLXLIXIVQSJXLI8(&ERO2SXIMWXLEXXLI'SYRX]QYWXQEMRXEMRER
MRZIWXQIRXKVEHIGVIHMXVEXMRK%JXIVHMWGYWWMSRW[MXL'SYRX]SJJMGMEPWMXMWYRHIVWXSSHXLEXXLI'SYRX]vWMRXIRX
[SYPHFIXSEP[E]WQEMRXEMRERMRZIWXQIRXKVEHIGVIHMXVEXMRKIZIRMRXLIEFWIRGISJER]SYXWXERHMRKHIFX
8LIWGLIHYPIFIPS[WLS[WXLI'SYRX]vWEKKVIKEXIERRYEPHIFXWIVZMGIVIUYMVIQIRXWYTSRGSQTPIXMRKXLI
JMRERGMRK4PIEWIJIIPJVIIXSGSRXEGXYWWLSYPH]SYLEZIER]UYIWXMSRWSVGSQQIRXWTVMSVXSXLI'SQQMWWMSR
QIIXMRKXSETTVSZIXLIXVERWEGXMSR
4EGOIX4K
3 E
1SRVSI'SYRX]*MRERGMRK
%YKYWX
4EKISJ
Monroe County, Florida Infrastructure Sales Surtax
Aggregate Debt Service Schedule
Series 2014
Series 2016 Bonds Series 2007 Bonds Series 2014 Aggregate
FY Ending
(PNC Refi)(New Money)(2003 Refi)(New Money)Debt Service
9/30/2017237,258$ 3,632,000$ 3,164,432$ 1,119,454$ 8,153,144$
9/30/2018369,809 3,617,250 3,173,160 1,106,828 8,267,047
9/30/20191,118,119 - - 4,284,202 5,402,321
9/30/20201,118,754 - - 4,281,292 5,400,046
9/30/20211,119,135 - - 4,281,376 5,400,511
9/30/20221,124,263 - - 4,279,336 5,403,599
9/30/20231,119,053 - - 4,280,172 5,399,225
9/30/20241,118,674 - - 4,283,766 5,402,440
9/30/20255,403,042 - - - 5,403,042
9/30/20265,399,739 - - - 5,399,739
$ 7,249,25018,127,844$ 6,337,592$ 27,916,426$ 59,631,112$
7YQQEV]SJ&ERO2SXI4VSTSWEPW
Proposer:BAMLIberiaBankJP MorganPNC
Key Considerations:
Interest Rate (4/1/25):1.67%1.90%1.72%1.78%
Interest Rate (4/1/26):1.75%2.00%1.83%1.94%
Optional Redemption:Anytime, subject to penaltyAnytimeAnytime, subject to penaltyAnytime, subject to penalty
Indicative, set 2 business days Indicative, set prior to closing Indicative, set prior to closing
Rate Lock:Fixed through Oct. 31
prior to closingwith rate lockwith rate lock
Fees/Expenses:$ 5,500$ 3,500$ 5,500$ 7,500
Security:ParityParityParityParity
Rate lock available with
written letter
Rate lock available with
Optional Redemption on
Cross-default, indeminification, written letter
Notes:4/1/20 @ par, 14/15bps
acceleration language
added to rate
Must use PNC P-Card
Delete 'change in tax rate'
language for 12 bps
Proposer:Raymond JamesSunTrustTD Bank
Key Considerations:
Interest Rate (4/1/25):1.89%2.28%1.58%
Interest Rate (4/1/26):1.99%2.37%1.69%
Any payment date @101%
Optional Redemption:Anytime, subject to penaltyAnytime, subject to penalty
or make whole
Indicative, can be locked if
Rate Lock:Fixed rate until Oct. 1, 2016Fixed rate until Oct. 1, 2016informed within 3 days of
bid submission
Fees/Expenses:$ 7,500$ 6,500$ 5,000
Security:ParityParityParity
Yield maintenance langauge
(waive for 18/21 bps)No prepayment penalty by
Notes:25 bps commitment fee
No prepayment penalty for adding 25 bps to rate
rate of 2.98%
4EGOIX4K
3 F
MONROE COUNTY, FLORIDA
RESOLUTION NO. ___-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,
ASPREVIOUSLY AMENDED; AUTHORIZING THE
REFINANCING OF ALL AMOUNTS OUTSTANDING
UNDERTHE 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
AMONROE 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
2016BOND;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)OnFebruary 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.
4EGOIX4K
3 F
(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
2
4EGOIX4K
3 F
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
3
4EGOIX4K
3 F
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
4
4EGOIX4K
3 F
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.
5
4EGOIX4K
3 F
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.
6
4EGOIX4K
3 F
(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 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
7
4EGOIX4K
3 F
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
8
4EGOIX4K
3 F
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]
9
4EGOIX4K
3 F
4EGOIX4K
3 F
EXHIBIT A
COPY OF PROPOSAL
4EGOIX4K
3 F
4EGOIX4K
3 F
4EGOIX4K
3 F
4EGOIX4K
3 F
4EGOIX4K
3 F
4EGOIX4K
3 F
4EGOIX4K
3 F
4EGOIX4K
3 F
4EGOIX4K
3 F
4EGOIX4K
3 F
4EGOIX4K
3 F
4EGOIX4K
3 F
4EGOIX4K
3 F
4EGOIX4K
3 F
4EGOIX4K
3 F
4EGOIX4K