Tab 11 Disclosure Letter11
PINNACLE PUBLIC FINANCE, INC.
DISCLOSURE LETTER AND
TRUTH -IN- BONDING STATEMENT
October 21, 2014
Board of County Commissioners
of Monroe County, Florida
Key West, Florida
Re: $31,885,000 Monroe County, Florida Infrastructure Sales Surtax
Improvement and Refunding Revenue Bond, Series 2014
Ladies and Gentlemen:
In connection with the purchase of the Monroe County, Florida Infrastructure
Sales Surtax Improvement and Refunding Revenue Bond, Series 2014 (the "Series 2014
Bond ") authorized to be issued by Resolution No. 077 -2003, adopted by the Board of
County Commissioners of Monroe County, Florida (the "County ") on February 19, 2003,
as amended and supplemented (collectively, the "Resolution "), the undersigned purchaser
of the Series 2014 Bond (the "Original Purchaser "), hereby acknowledges and represents
that (1) the Original Purchaser is familiar with the County as it relates to the above
transaction; (2) the Original Purchaser has been furnished certain business and financial
information about the County; (3) the County 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 2014 Bond; and (4) the Original Purchaser has had
the opportunity to ask questions of and receive answers from representatives of the
County 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 2014 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 County is not presently registered under Section 12 of the Securities and Exchange
Act of 1934, as amended. Further, no trading market now exists for the Series 2014
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
2014 Bond may not be possible or may be at a price below that which the Original
Purchaser is paying for the Series 2014 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 County. On this
basis, it is agreed by acknowledgment of this letter that the Original Purchaser hereto is
not relying on any party or person other than the County to undertake the furnishing or
verification of information relating to this transaction.
The Original Purchaser acknowledges that the Series 2014 Bond is being
purchased as part of a private placement of the Series 2014 Bond negotiated directly
between the County and representatives of the undersigned. Accordingly, no Official
Statement or other disclosure document has been prepared in connection with the
issuance of the Series 2014 Bond and we hereby acknowledge that we have made our
own independent examination of all facts and circumstances surrounding the Series 2014
Bond and that no reliance has been placed on anyone other than the County.
The Original Purchaser is purchasing the Series 2014 Bond primarily for its own
investment purposes and not with a present intent to distribute or resell the Series 2014
Bond; provided, however, that the Original Purchaser retains the right to transfer the
Series 2014 Bond or any interest therein or portion therein in accordance with the terms
of the Resolution. The Original Purchaser hereby agrees that prior to any distribution or
resale of the Series 2014 Bond, it will comply in all respects with any applicable
securities laws regarding such distribution or resale.
The Original Purchaser further acknowledges and represents that (1) it is the only
initial purchaser of the Series 2014 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 2014 Bond, and (3) it is not currently purchasing the Series 2014 Bond for more
than one account or with a present view to distributing the Series 2014 Bond. 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.
Pursuant to the provisions of Section 218.385, Florida Statutes, the Original
Purchaser is providing the following information with respect to the purchase of the
Series 2014 Bond. The Original Purchaser represents to you as follows:
(a) The nature and estimated amounts of expenses to be incurred by the
Original Purchaser in connection with the issuance and sale _of the Series
2014 Bond are: $5,000.00 (counsel fee to be paid by County)
(b) There are no "finders," as defined in Section 218.386, Florida Statutes, as
amended, in connection with the issuance of the Series 2014 Bond.
(c) No underwriting fee will be charged by the Original Purchaser in
connection with the issuance of the Series 2014 Bond.
(d) No management fee will be charged by the Original Purchaser in
connection with the issuance of the Series 2014 Bond.
(e) No other fee, bonus or other compensation will be paid by the Original
Purchaser in connection with the issuance of the Series 2014 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:
Pinnacle Public Finance, Inc.
8377 E. Hartford Drive, Suite 115
Scottsdale, Arizona 85255
(g) The County is proposing to issue the Series 2014 Bond for the principal
purpose of refunding, on a current basis, a portion of the County's
outstanding Infrastructure Sales Surtax Revenue Bonds, Series 2003 and to
finance certain capital improvements. The Series 2014 Bond is expected to
be repaid over approximately 9.44 years. The interest rate on the Series
2014 Bond is 2.36 %. Total interest paid over the life of the Series 2014
Bond will be $4,444,142.22. The expected source of repayment for the
Series 2014 Bond is the infrastructure sales surtax revenues. The Series
2014 Bond will result in $3,846,615.06 (average annual debt service) of
such repayment sources of the County being expended to pay debt service
on the Series 2014 Bond each year and not being available to pay for other
services or purposes of the County.
Very truly yours,
PINNACLE PUBLIC FINANCE, INC.
By:
Title: Managing Director and
Senior Vice President