Tab 12 Request for ProposalPinnacle Public Finance
ABwWl ftedCmTpany
August 25, 2014
Via Email
Mr. Kevin Madok
Senior Director of Strategic Planning
Monroe County
1100 Simonton Street
Key West, Florida 33040
RE: Request for Proposal -Direct Placement Bond (NBQ), Series 2014
Dear Mr. Madok,
Pinnacle Public Finance, Inc., a BankUnited Company, is pleased to respond to the Monroe County
Request for Proposal distributed August 11, 2014 by Public Financial Management, Inc.
Corporate Overview: In October 2010, BankUnited acquired the municipal finance business from
Koch Financial Corporation and now operates it under the name Pinnacle Public Finance, Inc. Pinnacle
is headquartered in Scottsdale, Arizona and is a market leader in providing tax - exempt financing directly
to its state and local government clients and through its vendor programs and alliances. With more than
$6 billion in financing and transactional experience in every state in the U.S., our team has the knowledge
and the resources to fund complex programs that require innovative and flexible financing solutions.
Since beginning operations as Pinnacle, we have funded more than 830 municipal transactions totaling
nearly $985 million. As Koch Financial Corporation, our group managed a portfolio in excess of $1
billion and 2,600 municipal Ieases.
Given that BankUnited is based in Florida, Pinnacle is strongly committed to meeting the needs of our
Florida clients. Members of our team have successfully closed nearly 20 transactions totaling more than
$142 million in Florida.
Our proposed terms and conditions are as follows`
Lender: Pinnacle Public Finance, Inc. ( "Pinnacle ")
Issuer: Monroe County, Florida ( "County")
Financial
Advisor: Public Financial Management, Incorporated ( "Financial Advisor ")
Bond Counsel: Nabors, Giblin & Nickerson, PA ( "Bond Counsel ")
Lender's
Counsel: Chapman and Cutler LLP ( "Lender's Counsel ")
Issue Type: Municipal loan structured as a privately placed note. The registered owner will
be Pinnacle Public Finance, Inc. and Pinnacle requests physical delivery of the
note, printed on safety paper, with no CUSIP.
Transaction
Amount: Not to exceed $32,000,000
Pinnacle Public Finance, Inc.
Monroe County — Request for Proposal - Direct Placement Bond (NBQ), Series 2014
August 25, 2014
Page 2 of 5
Purpose: The proceeds will be used to refund the County's outstanding Series 2003
Infrastructure Sales Surtax Bonds, fund new money projects, including the
Cudjoe Key wastewater projects and pay costs of issuance.
Security: The loan will be secured by a pledge of and lien upon all amounts the County
receives from the Discretionary Sales Surtax Clearing Trust Fund, 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 Tax revenues ") and other funds as described within the Resolution. The
loan. will be on parity with the County's outstanding Series 2007 Bonds.
Term: The loan will have a final maturity of April 1, 2024
Interest Rate: 2.36%
Interest Rate
Expiration: The above rate is valid for forty-five (45) days.
Projected
Funding Date: It is assumed the loan will fund on or about October 15, 2014.
Payment
Frequency: Principal will be paid annually each April 1, commencing April 1, 2015. Interest
will be paid semi - annually each April 1 and October 1, commencing April 1,
2015.
Debt Service
Requirements: Please see the attached Preliminary Debt Service Schedule.
Prepayment Terms: Prior to April 1, 2019, the obligation is not subject to prepayment. Beginning
April 1, 2019, the obligation is subject to prepayment in full, but not in part, at a
price equal to par plus accrued interest. Subject to negotiation.
Documentation: Pinnacle assumes all financing documentation will be prepared by Bond Counsel
in form and content acceptable to Pinnacle and Lender's Counsel. Further, it is
assumed Bond Counsel will provide, at no cost to Pinnacle, a validity and tax
opinion.
This proposal is subject to review and acceptance of all documents by Pinnacle
and Lender's Counsel.
Requested
Provisions: Pinnacle will require a gross up provision in the event the loan becomes taxable
due to any actions or omissions of the City. In the event the loan becomes
taxable, the taxable rate of interest will be 3.63 %.
Pinnacle will require a default rate of 5% be included in the documents. If the
loan were to be taxable as described above, the default rate will be 6 %. Subject
to negotiation.
Pinnacle Public Finance, Inc.
Monroe County — Request for Proposal - Direct Placement Bond (NBQ), Series 2014
August 25, 2014
Page 3 of 5
Requested
Provisions (cont): Pinnacle assumes the loan documents will include an Additional Bonds
T.est/Anti-Dilution Test in the range of 115 -150 %.
Pinnacle requires that the. loan documents make no reference to any Uniform
Commercial Code Section relating to Investment Securities (i.e. UCC Article 8).
Pinnacle will agree to transfer restrictions stated below in "Assignment".
Reporting: Pinnacle will request that the County agree to provide its CAFR within 210 days
of the close of each fiscal year. Additionally, Pinnacle will request that the
County agree to provide such other financial information as Pinnacle may
reasonably request, including but not limited to, its annual budget for any prior or
current fiscal year or subsequent fiscal years. Subject to negotiation
Assignment: It is our present intention to hold the loan to maturity; however, Pinnacle will
require that it reserves the right to assign, transfer or convey the loan (or any
interest therein or portion thereof) only to any of its . affiliates or to banks,
insurance companies or similar financial institutions or their affiliates, including
participation arrangements with such entities,
Fees/Closing Costs: Pinnacle proposes the inclusion of up to $5,000 for Lender's Counsel in the costs
of issuance ('subject to negotiation). The County will be responsible for any fees
or expenses with respect to its (i) issuing costs, if any, (ii) County's legal
counsel, if any, and (iii) title/registration fees, if any-
Pre-Close
Requirements: Pinnacle will require a complete executed copy of the transcript by noon the day
prior to funding (a scanned copy is acceptable). Ultimately, Pinnacle will . require
a complete transcript with original signatures.
Credit Approval: This proposal is subject to final credit approval by Pinnacle's parent,
BankUnited.
ERMA
Representation: Pinnacle requests the County provide a letter confirming the County's Financial
Advisor, is acting as Independent Registered Municipal Advisor under the SEC
Municipal Advisor Rule. A copy of the requested uested letter is attached to this
proposal as Exhibit A.
Pinnacle Public Finance, Inc.
Monroe County — Request for Proposal - Direct Placement Bond (NBQ), Series 2014
August 25, 2014
Page 4 of 5
Pinnacle's Role
As Lender: The transaction described in this document is an arm's length, commercial
transaction between the County and Pinnacle in which: (a) Pinnacle is acting
solely as a principal (i.e., as a lender) and for its own interest; (b) Pinnacle is not
acting as a municipal advisor or financial advisor to the County; (c) Pinnacle has
no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of
1934 to the County with respect to this transaction and the discussions,
undertakings and procedures leading thereto (irrespective of whether Pinnacle
has provided other services or is currently providing other services to the County
on other matters); (d) the only obligations Pinnacle has to the County with
respect to this transaction are set forth in the definitive transaction agreements
between Pinnacle and the County; and (e) Pinnacle is not recommending that the
County take an action with respect to the transaction described in this document,
and before taking any action with respect to this transaction, the County should
discuss the information contained herein with its own legal, accounting, tax,
financial and other advisors, as it deems appropriate. If the County would like a
municipal advisor in this transaction that has legal fiduciary duties to the County,
the County is free to engage a municipal advisor to serve in that capacity.
Please feel free to call me at 480 - 419 -3634 with any questions or further clarification.
Thank you for the opportunity to present this proposal.
Sincere ,
Blair Swain
Vice President, Direct
Cc: Sergio Masvidal, Public Financial Management, Inc.
Pedro Varona, Public Financial Management, Inc.
Pinnacle Public Finance, Inc.
Monroe County — Request for Proposal - Direct Placement Bond (NBQ), Series 2014
August 25, 2014
Page 5 of 5
Preliminary Debt Service Schedule
Totals: $36,502,185.11 $4,502,185.11 $32,000,000.00 Rate23600%
S36.502.1M 11
10/152014
Payment
Payment
Purchase
Outstanding
Annual
Pmt t!
Date
Amount
Ihtcrest
Principal
Price
Balance
Total
10/152014
$32,000,000.00
1 4/12015
$648,231.11
$348,231.11
$500,000,00
Non - Callable
$31,500,000.00
$848,231.11
2 10/12015
$371,700.00
$371,700.00
$0,00
Non - Callable
$31,500,000.00
3 4/12016
$871,700.00
$371,700.00
$500,000.00
Non - Callable
$31,000,000.00
$1,243,400.00
4 10/12016
$365,800.00
$365,800.00
$0.00
Non - Callable
$31,000,000,00
5 4/12017
$3,865,800.00
$365,800.00
$3,500,000.00
Non - Callable
$27,500,000.00
$4,231,600.00
6 10 /12017
$324,500,00
$324,500.00
$0.00
Non - Callable
$27,500,000.00
7 4/12018
$3,904,500.00
$324,500.00
$3,580,000.00
Non - Callable
$23,920,000.00
$4,229,000.00
8 10/12018
$282,256.00
$282,256.00
$0.00
Non - Callable
$23,920,000.00
9 4/12019
$3,947,256.00
$282,256,00
$3,665,000.00
$20,255,000,00
$20,255,000.00
$4,229,512.00
10 10/12019
$239,009.00
$239,009.00
$0.00
$20,255,000.00
$20 ,255,000.00
11 4/12020
$4,029,009.00
$239,009.00
$3,790,000.00
$16,465,000.00
$16,465,000.00
$4,268,018.00
12 10/12020
$194,287.00
$194,287.00
$0.00
$16,465,000AO
$16,465,000.00
13 4/12021
$4,109,287.00
$194,287.00
$3,915,000.00
$12,550,000.00
$12,550,000.00
$4,303,574.00
14 10/12021
$148,090,00
$148,090.00
$0.00
$12,550,000.00
$12,550,000.00
15 4/12022
$4,193,090.00
$148,090.00
$4,045,000.00
$8,505,000.00
$8,505,000.00
$4,341,180.00
16 10/12022
$100,359.00
$100,359.00
$0.00
$3,505,000,00
$8,505,000.00
17 4112023
$4,285,359.00
$100,359.00
$4, 185, 000.00
$4,320,000.00
$4,320,000.00
$4,385,718.00
18 10112023
$50,976.00
$50,976.00
$0.00
$4,320,000.00
$4,320,000.00
19 4/12024
$4,370,976.00
$50,976.00
$4,320,000.00
30.00
$0.00
$4,421,952.00
EXHIBIT A
IRMA REPRESENTATION LETTER
[Date]
Pinnacle Public Finance, Inc.
8377 E. Hartford Drive, Suite 115
Scottsdale, Arizona 85255
Attention: Blair Swain
Re: Independent Registered Municipal Advisor Representation
Dear Mr. Swain:
We are writing to provide you with certain representations pursuant to Rule 15Bal -1 (the
"Municipal Advisor Rule ") of the Securities and Exchange Commission (the "SEC ") under the
Securities Exchange Act of 1934, as amended (the "Act "), regarding our independent registered
municipal advisor.
Pursuant to paragraph (d)(3)(vi)(B) of the Municipal Advisor Rule, we hereby represent
to you that we are represented by, and will rely on the advice of, [name of advisor] (the
"Advisor") on all matters relating to [name of specific transaction].
We have been advised by the Advisor that: (i) it has registered as a municipal advisor
with the SEC and the Municipal Securities Rulemaking Board; and (ii) the following individuals,
each of whom has been employed by the Advisor for at least two years prior to the date of this
letter, are the Associated Individuals of the Advisor for its representation of us: [names of
Advisor officers and employee(s)].
Capitalized terms used and not defined in this letter have the meanings assigned to them
in the Act, the Municipal Advisor Rule and the related guidance of the SEC's Office of
Municipal Securities. You may rely on this representation letter until such time as you receive
notice from us.
Sincerely,
[NAME OF MUNICIPAL ENTITY]
By
it