11 Purchaser's Disclosure Letter and Truth-in-Bonding Statement11
TD BANK, N.A.
DISCLOSURE LETTER
AND
TRUTH -IN- BONDING STATEMENT
September 29, 2016
Board of County Commissioners
of Monroe County, Florida
Key West, Florida
Re: $16,065,000 Monroe County, Florida Infrastructure Sales Surtax
Refunding Revenue Bond, Series 2016
Board Members:
In connection with the purchase of the $16,065,000 Monroe County, Florida
Infrastructure Sales Surtax Refunding Revenue Bond, Series 2016 (the "Series 2016
Bond ") authorized to be issued pursuant to Resolution No. 007 -2003 adopted by the
Board of County Commissioners of Monroe County, Florida, on February 19, 2003, as
amended and supplemented (the "Resolution "), TD Bank, N.A., (the "Original
Purchaser "), hereby acknowledges and represents that (1) the Original Purchaser is
familiar with Monroe County, Florida (the "Issuer ") as it relates to the Series 2016 Bond;
(2) the Original Purchaser has been furnished certain business and financial information
about the Issuer; (3) the Issuer has made available to the Original Purchaser the
opportunity to obtain additional information and to evaluate the merits and risks of an
investment in the Series 2016 Bond; and (4) the Original Purchaser has had the
opportunity to ask questions of and receive answers from representatives of the Issuer
concerning the terms and conditions of the offering and the information supplied to the
Original Purchaser.
The Original Purchaser acknowledges and represents that it has been advised that
the Series 2016 Bond has not been registered under the Securities Act of 1933, as
amended, in reliance upon the exemption contained in Section 3(a)(2) thereof, and that
the Issuer is not presently registered under Section 12 of the Securities and Exchange Act
of 1934, as amended. The Original Purchaser, therefore, realizes that if and when the
Original Purchaser wishes to resell the Series 2016 Bond there may not be available
current business and financial information about the Issuer. Further, no trading market
now exists for the Series 2016 Bond. Accordingly, the Original Purchaser understands
that it may need to bear the risks of this investment for an indefinite time, since any sale
prior to the maturity of the Series 2016 Bond may not be possible or may be at a price
below that which the Original Purchaser is paying for the Series 2016 Bond.
The Original Purchaser has conducted its own investigation to the extent it deemed
necessary. The Original Purchaser has been offered an opportunity to have made
available to it any and all such information it might request from the Issuer. On this
basis, it is agreed by acknowledgment of this letter that the Original Purchaser hereto is
not relying on any other party or person other than the Issuer to undertake the furnishing
or verification of information relating to this transaction except for the written
certifications and opinions received in connection thereto.
The Original Purchaser acknowledges that the Series 2016 Bond is being
purchased as part of a loan and private placement of the Series 2016 Bond negotiated
directly between the Issuer and the Original Purchaser and their respective
representatives. Accordingly, no Official Statement or other disclosure document has
been prepared in connection with the issuance of the Series 2016 Bond and we hereby
acknowledge that we have made our own independent examination of all facts and
circumstances surrounding the Series 2016 Bond and the financing and that no reliance
has been placed on anyone other than the Issuer.
The Original Purchaser is purchasing the Series 2016 Bond for its own loan
portfolio only and not with a current intent to distribute or resell the Series 2016 Bond.
The Original Purchaser hereby covenants that prior to any distribution or resale of the
Series 2016 Bond, it shall comply with all applicable securities laws regarding such
distribution or resale. The Original Purchaser acknowledges that the representations
contained in this paragraph are being made in order to meet one of the exceptions to the
continuing disclosure requirements set forth in Rule 15c2 -12 promulgated under the
Securities Exchange Act of 1934
The Original Purchaser further acknowledges and represents that (1) it is the only
initial purchaser of the Series 2016 Bond, (2) it has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and risks of the
Series 2016 Bond, and (3) it is not purchasing the Series 2016 Bond for more than one
account or with a view to distributing the Series 2016 Bond.
Pursuant to the provisions of Section 218.385, Florida Statutes, as amended, the
Original Purchaser is providing the following information with respect to the purchase of
the Series 2016 Bond. The Original Purchaser represents to you as follows:
(a) The nature and estimated amounts of expenses to be incurred and paid by
the Original Purchaser in connection with the issuance and sale of the
Series 2016 Bond are: $5,000.00 fee and expenses to Bank's Counsel paid
by the Issuer.
(b) There are no "finders," as defined in Section 218.386, Florida Statutes, as
amended, in connection with the issuance of the Series 2016 Bond.
(c) No discount or fee is expected to be realized by the Original Purchaser in
connection with the issuance of the Series 2016 Bond.
(d) No management fee will be charged by the Original Purchaser in
connection with the issuance of the Series 2016 Bond.
(e) No other fee, bonus or other compensation will be paid by the Original
Purchaser in connection with the issuance of the Series 2016 Bond to any
person not regularly employed or retained by the Original Purchaser
(including a "finder" as defined in Section 218.386, Florida Statutes).
(f) The name and address of the Original Purchaser is:
TD Bank, N.A.
255 Alhambra Circle, 2nd Floor
Coral Gables, Florida 33134
(g) The Issuer is proposing to issue the $16,065,000 Series 2016 Bond for the
principal purpose of refunding certain outstanding Bonds of the Issuer. The
Series 2016 Bond is expected to be repaid over a period of approximately
9.5 years. At an interest rate of 1.69 %, total interest paid over the life of
the Series 2016 Bond will be $2,062,843.58. The expected source of
repayment for the Series 2016 Bond is certain Pledged Funds (in
accordance with and as such term is defined in the Resolution).
Authorizing the Series 2016 Bond will result in an average of
$1,907,078.81 (average annual debt service) of such Pledged Funds being
expended to pay debt service on the Series 2016 Bond each year and such
amount will not be available to pay for other services of the Issuer. This
statement is provided for the sole purpose of complying with
Section 218.385, Florida Statutes, and does not change the terms of and is
not evidence of terms of the Series 2016 Bond. It is our understanding that
the Issuer has not requested any further disclosure from the Original
Purchaser.
Very truly yours,