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Item D2 D.2 G BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Sylvia Murphy,District 5 The Florida Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1 �pw° Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting July 17, 2019 Agenda Item Number: D 2 Agenda Item Summary #5750 BULK ITEM: Yes DEPARTMENT: County Administrator TIME APPROXIMATE: STAFF CONTACT: Lindsey Ballard (305) 292-4443 No AGENDA ITEM WORDING: Approval of a Resolution accepting the proposal of PNC Bank, National Association, to provide a Term Loan in an amount necessary to refinance amounts outstanding under the County's existing Line of Credit, taken out in January 2018 in order to finance extraordinary hurricane expenditures, currently estimated at approximately $35.5 million; also, approving the form of the Loan Agreement to be used with the lender; authorization to negotiate the final terms with the lender for the Loan; and authorization for the Mayor and County Administrator to sign all necessary documents. ITEM BACKGROUND: The County declared a local declaration of emergency on September 5, 2017, following a State declaration in connection with Hurricane Irma issued on September 4, 2017. Hurricane force winds began on September 9, 2017, with the hurricane making landfall on September 10, 2017, causing severe damage throughout the County. On January 17, 2018, the Board of County Commissioners approved Resolution No. 020-2018, accepting the proposal of PNC Bank, National Association, in response to an RFP issued by the County, to provide a Line of Credit in the amount of$40 million to finance extraordinary improvements, repairs and other expenditures required as a result of hurricane damage. The Line of Credit had an initial term of 18 months, a floating rate based on one-month LIBOR (London Inter- Bank Offered Rate)plus a spread of 54 basis points (0.54%). The initial term ends on July 31, 2019. The Line of Credit provided that the County had the option to extend the initial revolving period beyond the first 18 months subject to then-existing interest rates. PNC has proposed to refinance the Line of Credit with a term revolving loan in an amount sufficient to repay the amount of the LOC that has not yet been repaid. The Loan has been reviewed and approved by the County's financial consultants, PFM Financial. The essential terms of the Loan are as follows: • Amount: Amount necessary to pay off existing Line of Credit as of closing date for the Loan, 7-31-2019. The payoff amount as of 7-3-2019 including interest through the closing date and closing costs for this transaction is currently $35,498,919.85. However, the County Packet Pg. 1664 D.2 is waiting for and expecting to receive additional FEMA reimbursements through the closing date. The exact amount of the Loan will be determined according to amount of FEMA reimbursements received and applied to pay off the existing Line of Credit up to the moment of closing. However, for the purpose of this agenda item, staff is asking for authority for the full current payoff amount. • Term: 8 years (maturity date is April 1, 2027) (no prepayment penalty) • Interest rate: Variable, equal to [80% of one-month LIBOR] plus 86 basis points (0.86%). The interest rate resets on the first day of each month. • Payments: Principal paid annually on April 1 beginning April 1, 2020. Interest paid semi- annually on October 1 and April 1 beginning October 1, 2019. • Source of funds for repayment: All available non-ad valorem revenues legally available to make the payments required. The County agrees to apply any Governmental Reimbursements (defined as any monies receives from federal, state or local agencies for reimbursement of hurricane expenditures)within 45 days of receipt of the Reimbursements. PREVIOUS RELEVANT BOCC ACTION: 1/17/2018, item D.5: approval of resolution accepting proposal of PNC Bank, N.A. to provide revolving $40 million Line of Credit and authorization for Mayor and County Administrator to sign all necessary documents. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval. DOCUMENTATION: Approving Resolution EXHIBIT A - Bank Proposal EXHIBIT B - Form of Loan Agreement 07-02-19MonroeCounty803letter—Redacted FINANCIAL IMPACT: Effective Date: Upon closing—July 31, 2019 Expiration Date: Final Maturity Date, April 1, 2027 Total Dollar Value of Contract: Approx. $35.5 million (approx. —final amount to be determined at closing) Total Cost to County: Approx. $35.5 million Current Year Portion: None—first interest payment due Oct. 1, 2019, first principal payment due April 1, 2020 Budgeted: Yes Source of Funds: Non-ad valorem revenues CPI: No Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Packet Pg. 1665 D.2 Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Additional Details: REVIEWED BY: Roman Gastesi Skipped 06/28/2019 3:14 PM Cynthia Hall Completed 06/28/2019 3:16 PM Budget and Finance Completed 07/01/2019 11:28 AM Maria Slavik Completed 07/01/2019 2:15 PM Kathy Peters Completed 07/01/2019 3:04 PM Board of County Commissioners Pending 07/17/2019 9:00 AM Packet Pg. 1666 D.2.a MONROE COUNTY, FLORIDA RESOLUTION NO. -2019 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA 2 ACCEPTING THE PROPOSAL OF PNC BANK, NATIONAL ASSOCIATION TO PROVIDE THE COUNTY 0 WITH A TERM LOAN IN ORDER TO REFINANCE THE AMOUNTS OUTSTANDING UNDER THE COUNTY'S EXISTING LINE OF CREDIT; APPROVING THE FORM OF A LOAN AGREEMENT; AUTHORIZING THE ISSUANCE OF A PROMISSORY NOTE PURSUANT TO SUCH LOAN AGREEMENT IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $35,500,000 IN ORDER TO EVIDENCE SUCH LOAN; AUTHORIZING THE REPAYMENT OF SUCH NOTE FROM A COVENANT TO BUDGET AND APPROPRIATE LEGALLY AVAILABLE NON-AD VALOREM REVENUES; DELEGATING CERTAIN AUTHORITY TO CERTAIN OFFICIALS OF THE COUNTY; AUTHORIZING E THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. 0 U) 2 BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: 0 SECTION 1. FINDINGS AND AUTHORIZATIONS. It is hereby found and determined that: (A) Hurricane Irma caused catastrophic damage throughout Monroe County, Florida (the "County") and the County experienced extraordinary expenditures and costs U) related to repairs, improvements,protective and security costs and collection, disposal and general clean-up of debris (the "Extraordinary Expenditures"). E 0 (B) Due to the then unavailability of sufficient budgeted funds, cash flow issues and anticipated delays in the expected reimbursement of a portion of the Extraordinary Expenditures by federal, state and local government agencies (the "Governmental Reimbursements"),the County entered into a Line of Credit Agreement(the"Line of Credit Agreement") with PNC Bank, National Association (the "Noteholder") and, after the County utilized its funds that were set aside for natural disasters and catastrophic events, the County borrowed funds pursuant to the Line of Credit Agreement to pay for Extraordinary Expenditures. Packet Pg. 1667 D.2.a (C) To date, the County has not yet received all of the Governmental Reimbursements which are to be used to pay down the funds borrowed under the Line of Credit Agreement and the County currently has $35,000,000 in aggregate principal amount outstanding under the Line of Credit Agreement(the "Prior Indebtedness"). (D) Pursuant to the terms of the Line of Credit Agreement,the County is required to amortize any amounts that are outstanding under the Line of Credit Agreement as of August 1, 2019, through August 1, 2022. (E) The Noteholder has proposed to allow the County to refinance the Prior Indebtedness over a longer amortization period than is contemplated under the Line of 2 Credit Agreement and has offered favorable prepayment terms and other provisions, and the County financial advisor, PFM Financial Advisors LLC (the "Financial Advisor"), has 0 advised the County that market conditions are favorable to refinance the Prior Indebtedness at this time in a cost effective manner; accordingly, it is in the best interests of the County to refinance the Prior Indebtedness through the issuance of a promissory note(as described herein and in the hereinafter defined Loan Agreement, the "Series 2019 Note") to the Noteholder pursuant to the Loan Agreement. 0. 0 (F) The County deems it to be in its best interest to accept the Noteholder's proposal to provide the County with a term loan to refinance the Prior Indebtedness,which proposal is attached hereto as Exhibit A (the "Proposal"), and to enter into a Loan Agreement with the Noteholder(the "Loan Agreement") substantially in the form attached hereto as Exhibit B. 0 (G) The Series 2019 Note and all amounts payable under the Loan Agreement U) shall be repaid from Non-Ad Valorem Revenues (as defined in the Loan Agreement) 0 budgeted and appropriated in the manner and to the extent set forth in the Loan Agreement and from Governmental Reimbursements and the Noteholder cannot compel the County to use its ad valorem taxing power to pay any of said amounts. (H) Due to the potential volatility of the market for tax-exempt obligations such 2 as the Series 2019 Note, the complexity of the transactions relating to such Series 2019 0 Note and the Loan Agreement, the limited exposure to the capital markets and the Noteholder's understanding of the credit issues related to the County and the Series 2019 Note, as well as lower issuance costs, it is in the best interest of the County to sell the Series 2019 Note by a negotiated sale to the Noteholder pursuant to the Proposal, the Loan Agreement and the provisions hereof, rather than at a specified advertised date, thereby permitting the County to obtain the best possible price, terms and interest rate for the Series 2019 Note and the Loan Agreement. E SECTION 2. DEFINITIONS. When used in this Resolution, the terms defined in the Loan Agreement shall have the meanings therein stated, except as such definitions may be hereinafter amended and defined. 2 Packet Pg. 1668 D.2.a The words "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms shall refer to this Resolution. Words importing the singular number include the plural number, and vice versa. SECTION 3. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of the Series 2019 Note by the Noteholder, the provisions of this Resolution shall be a part of the contract of the County with the 2 Noteholder, and shall be deemed to be and shall constitute a contract between the County and the Noteholder. The provisions, covenants and agreements herein and in the Loan 0 Agreement to be performed by or on behalf of the County shall be for the benefit,protection E and security of the Noteholder. SECTION 5. ACCEPTANCE OF PROPOSAL. The County hereby 42 accepts the Proposal of the Noteholder to provide the County with a term loan in the 0 aggregate principal amount of not exceeding $35,500,000, a copy of which Proposal is 0 attached hereto as Exhibit A. The Mayor and the Clerk are each hereby authorized to execute and deliver the Proposal to the Noteholder, all of the terms and provisions of which are hereby approved and all actions previously taken by the Mayor, the Clerk, the County Administrator and other officials and employees of the County and professionals to the County with respect to the Proposal are hereby ratified and approved. The interest rate on 2 the Series 2019 Note is variable and shall be established from time to time in accordance 0 with the terms of the Proposal and the Loan Agreement. U) 4- 0 SECTION 6. APPROVAL OF FORM OF LOAN AGREEMENT AND SERIES 2019 NOTE. The County hereby approves a term loan from the Noteholder in 0 the principal amount of not to exceed $35,500,000. The terms and provisions of the Loan Agreement in substantially the form attached hereto as Exhibit B are hereby approved,with such changes, insertions and additions as the Mayor and the Clerk may approve. The 2 County hereby authorizes the Mayor to execute and deliver, and the Clerk to attest and 0 affix the County seal to, the Loan Agreement substantially in the form attached hereto as Exhibit B, with such changes, insertions and additions as the Mayor and the Clerk may approve, their execution thereof being conclusive evidence of such approval. In order to evidence the loan under the Loan Agreement, it is necessary to provide for the execution of the Series 2019 Note. The Mayor and the Clerk are authorized to execute and deliver the Series 2019 Note substantially in the form attached to the Loan Agreement as Exhibit A with such changes, insertion and additions as they may approve, their execution thereof E being evidence of such approval. SECTION 7. LIMITED OBLIGATION. The obligation of the County to repay the Series 2019 Note is a limited and special obligation payable from Non-Ad 3 Packet Pg. 1669 D.2.a Valorem Revenues solely in the manner and to the extent set forth in the Loan Agreement and shall not be deemed a pledge of the faith and credit or taxing power of the County and such obligation shall not create a lien on any property whatsoever of or in the County. The Non-Ad Valorem Revenues shall consist of legally available Non-Ad Valorem Revenues budgeted and appropriated by the Board to pay debt service on the Series 2019 Note, all in 2 the manner and to the extent described in the Loan Agreement. The County is authorized to use Governmental Reimbursements to repay the Series 2019 Note to the extent allowable under the terms of such Governmental Reimbursements. SECTION 8. GENERAL AUTHORIZATION. The Mayor, the Clerk, and the County Administrator are authorized to execute and deliver such documents, 0 instruments and contracts, whether or not expressly contemplated hereby, that are necessary or desirable to carry out the transactions contemplated herein, and the County Attorney, Bond Counsel, the Financial Advisor and other employees or agents of the County are hereby authorized and directed to do all acts and things required hereby or thereby as may be necessary for the full, punctual and complete performance of all the a terms, covenants, provisions and agreements herein and therein contained, or as otherwise U) may be necessary or desirable to effectuate the purpose and intent of this Resolution. 0 0 E [Remainder of page intentionally left blank] 0 U) 2 4- 0 0 0 U) E 0 4 Packet Pg. 1670 D.2.a SECTION 9. REPEAL OF INCONSISTENT DOCUMENTS. All prior ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. c� SECTION 10. EFFECTIVE DATE. This Resolution shall take effect 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 17th day of July 2019. 2 0 Mayor Sylvia Murphy Mayor Pro Tem Danny Kolhage Commissioner Heather Carruthers Commissioner Michelle Coldiron 42 Commissioner David Rice 0 a 0 BOARD OF COUNTY COMMISSIONERS (Seal) OF MONROE COUNTY, FLORIDA Attest: Kevin Madok, Clerk 0 By: By: Deputy Clerk Mayor 0 0 a E 0 5 Packet Pg. 1671 D.2.a EXHIBIT A PROPOSAL OF PNC BANK, NATIONAL ASSOCIATION c� 0 U) 2 4- 0 0 0 U) a E 0 Packet Pg. 1672 D.2.a EXHIBIT B FORM OF LOAN AGREEMENT c� 4- 0 0 0 E 42 m U) 0 a 0 0 U) 2 4- 0 0 0 U) a Packet Pg. 1673 D.2.b This Summary of Terms and Conditions is not a commitment or an offer to lend and does not create any obligation on the part of the Bank. The Bank will not be deemed to extend any commitment to the Borrower unless and until a formal commitment letter is issued. This outline is only a brief description of the principal terms of the suggested loan and is intended for discussion purposes only. C) 4- 0 MONROE COUNTY, FLORIDA SUMMARY OF TERMS AND CONDITIONS June 25, 2019 0 Borrower Monroe County, Florida ("County" or the "Borrower") E Z 0 Bank PNC Bank, National Association (the "Bank") U) 0 a Amount Subject to credit approval and documentation, PNC proposes to provide: Credit Facility: A Tax-Exempt(NBQ) Floating Rate Bank Loan for up to $35,000,000 (the "Loan" or"Credit Facility") Purpose The proceeds of the Credit Facility will used to restructure the outstanding Series 2018 Line of Credit originally used to provide 0 funding for costs of repairs and improvements, including debris pickup, related to Hurricane Irma, and to pay the costs of issuance related to the Line. This offering is for a private placement on the Bank's balance sheet (no CUSIP number). Collateral The payment of the principal and interest shall be secured by a CB&A from the County's legally available Non-Ad Valorem Revenues. Such U) 0 covenants and agreement plus an Anti-Dilution Test which will be the 0 same as per the County's other CB&A debt at 1.20 times while this CL Credit Facility remains outstanding. Amortization, Interest& Maturity NBQ Tax-Exempt Floating Rate Bank Loan: Principal payments will assume a 25-year amortization and will be repaid annually every April 1 with the first principal payment due on April 1, 2020. Semi-annual interest payments, every April 1 and October 1, commencing on October 1, 2019 (30/360). The Maturity Date will be eight (8) years from the Closing Date at which time all outstanding principal and accrued interest is due and payable in full. Packet Pg. 1674 D.2.b Monroe County, Florida -$35,000,000 Tax Exempt(NBQ) Floating Rate Bank Loan Summary of Terms and Conditions Variable Interest Rates (30/360) Tax-Exempt NBQ: (80% x 1 Month Libor) + 86 basis points C) Libor Floor Libor will have a floor rate of 0.00% Alternative Indices While the Credit Facility remains outstanding and Libor is deemed unlawful and/or inapplicable, the County has the option to choose either an index that replaces Libor plus a credit spread or SIFMA plus a credit spread that is mutually agreed upon between the County and the Bank. 0 Yield Protection If an event of taxability occurs due to action (or inaction) caused by the Borrower, the interest rate charged on the outstanding principal balance of the Loan shall, effective as of and after the date of the occurrence of such event of taxability, be increased to, calculated and recalculated at the taxable equivalent rate from the date of the U) 0 determination of taxability. 0 Default Rate Prime +3.00%or maximum allowable by law, whichever is less. Prepayment Prepayment at any time and without penalty. The County must give the Bank written prepayment notice no less than five (5)business days prior to a repayment and the Prepayment must be made on a 1-Month Libor reset date. U) 2 4- 0 Covenants Affirmative and negative covenants will be specified by the Bank for inclusion in the Credit Facility Agreement including but not limited to those listed in the County's existing CB&A debt. The County covenants that it will use the proceeds from federal, state, county or municipal grants moneys, receipt or reimbursements U) received by the County relative to the clean-up,collection and disposal of debris as well as other extraordinary expenses caused by the 2017 hurricanes to pay down the Credit Facility within 45 days upon its CL receipt of such funds. Expenses All expenses incurred by the Bank shall be paid by the Borrower. These include, but are not limited to, fees and expenses of legal counsel (inside and outside) and any other expenses in connection with documenting, closing, monitoring or enforcing the Credit Facility and shall be payable at closing or otherwise on demand. Payment by Borrower of expenses described above shall not be contingent upon the closing of the Credit Facility. Legal fees will be for the account of the Borrower after documentation of the transaction has started. If the County Attorney is comfortable, Mr. Duane Draper of Bryant Miller Olive P.A. will again serve as bank counsel and review-only fees for the Credit Facility will be no greater than $11,500. Packet Pg. 1675 D.2.b Monroe County, Florida -$35,000,000 Tax Exempt(NBQ) Floating Rate Bank Loan Summary of Terms and Conditions Representations And Warranties The Borrower shall make representations and warranties standard for this type of transaction, in form and substance satisfactoryto the Bank. 4- 0 Conditions Precedent Including, but not limited to, the following all of which shall be in form and substance satisfactory to the Bank: 1) All documentation relating to the Credit Facility in form and substance satisfactory to the Bank. 2) Satisfactory review of other agreements relating to the Credit Facility. E 3) Evidence that Borrower is authorized to enter into this transaction. Z 0 4) No material adverse change in the condition, financial or otherwise, operations, properties, assets or prospects of the U) 0 Borrower. 0 5) No material threatened or pending litigation against the Borrower �a or additional material contingent obligations of the Borrower. 6) Delivery of initial opinions of counsel will be required. 7) Payment of all legal fees. 8) The County must provide the Bank with mathematical 0 demonstration of the Anti-Dilution Test. 0 Reporting Requirements Annual audited financial statements for the borrower within 210 days of the Borrower's fiscal year end. Budgets, forecasts and other items as may be reasonably requested U) by the Bank which are prepared by the Borrower and submitted to the Bank no later than the first day of each Fiscal Year. CL Events of Default 1) Payment default. 2) Breach of Representations or Warranties. 3) Violation of covenant(s). 4) Bankruptcy, insolvency. 5) Any Default with any other NAV Revenue indebtedness or any condition which results in the acceleration of other indebtedness of the Borrower. 6) Loan documents unenforceable. Packet Pg. 1676 D.2.b Monroe County, Florida -$35,000,000 Tax Exempt(NBQ) Floating Rate Bank Loan Summary of Terms and Conditions 7) Adverse judgments. 8) Change of control. C) 9) Cessation of business. 10) Default under governing bond documents. Other Events of Default as appropriate. The Borrower shall notify the Bank within 10 days of its knowledge of an Event of Default. 0 Documentation Resolution and other loan documents in form and substance satisfactory to the Bank must be executed and delivered containing representations, warranties, covenants, indemnities, conditions to lending, events of default and other provisions as are appropriate in the Bank's opinion and specified by the Bank. 4- U) Governing Law State of Florida. Consent to Florida Jurisdiction. Waiver of jury trial. 0 Indemnification Standard indemnification of the Bank by the Borrower will apply. Underwriting Should PNC be appointed the winner of this RFP, the Bank requires a minimum of 2 weeks for the formal underwriting process from the appointed date. 0 Expiration This proposal expires August 1, 2019 and the Credit Facility must close no later than this date unless otherwise extended by the Bank in writing. 0 U) 0 a 0 CL Packet Pg. 1677 D.2.c EXHIBIT B c� 4- 0 0 E 0 0 LOAN AGREEMENT 0 BETWEEN a 0 MONROE COUNTY, FLORIDA E AND 0 U) 2 PNC BANK, NATIONAL ASSOCIATION 0 DATED AS OF JULY 31, 2019 0 4- 0 E 0 Packet Pg. 1678 D.2.c TABLE OF CONTENTS Page 0 4- 0 0 ARTICLE I E DEFINITION OF TERMS SECTION 1.01. DEFINITIONS ...................................................................................3 SECTION 1.02. INTERPRETATION.......................................................................... 8 SECTION 1.03. TITLES AND HEADINGS ............................................................... 8 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR SERIES 2019 NOTE °0 U) 0 SECTION 2.01. REPRESENTATIONS BY THE COUNTY......................................9 SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE NOTEHOLDER................................. 10 E SECTION 2.03. TAX COVENANT........................................................................... 10 SECTION 2.04. SERIES 2019 NOTE SHALL NOT BE INDEBTEDNESS OF THE COUNTY OR STATE....................................................... 11 SECTION 2.05. COVENANT TO BUDGET AND APPROPRIATE NON-AD VALOREM REVENUES........................................................... 11 U) SECTION 2.06. PAYMENT COVENANT................................................................ 12 SECTION 2.07. ANTI-DILUTION............................................................................ 12 SECTION 2.08. USE OF GOVERNMENTAL REIMBURSEMENTS .................... 13 ARTICLE III DESCRIPTION OF SERIES 2019 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT E SECTION 3.01. DESCRIPTION OF THE SERIES 2019 NOTE.............................. 14 ' SECTION 3.02. OPTIONAL PREPAYMENT. ......................................................... 15 SECTION 3.03. ADJUSTMENT TO INTEREST RATES........................................ 15 SECTION 3.04. TRANSFER AND ASSIGNMENT................................................. 16 E 0 ARTICLE IV CONDITIONS FOR ISSUANCE OF THE SERIES 2019 NOTE SECTION 4.01. CONDITIONS FOR ISSUANCE.................................................... 17 ARTICLE V EVENTS OF DEFAULT; REMEDIES E SECTION 5.01. EVENTS OF DEFAULT ................................................................. 18 i Packet Pg. 1679 D.2.c SECTION 5.02. REMEDIES...................................................................................... 18 ARTICLE VI MISCELLANEOUS 0 0 E SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THE AGREEMENT...................................................................20 SECTION 6.02. COUNTERPARTS...........................................................................20 0- SECTION 6.03. SEVERABILITY .............................................................................20 SECTION 6.04. TERM OF AGREEMENT...............................................................20 SECTION 6.05. NOTICE OF CHANGES IN FACT.................................................20 SECTION 6.06. NOTICES .........................................................................................20 SECTION 6.07. NO THIRD-PARTY BENEFICIARIES..........................................21 SECTION 6.08. APPLICABLE LAW........................................................................21 SECTION 6.09. WAIVER OF JURY TRIAL............................................................21 SECTION 6.10. USA PATRIOT ACT COMPLIANCE NOTIFICATION...............21 0 SECTION 6.11. INCORPORATION BY REFERENCE...........................................22 Cm E EXHIBIT A - FORM OF SERIES 2019 NOTE 0 U) 2 4- 0 0 0 0 E 0 ii Packet Pg. 1680 D.2.c This LOAN AGREEMENT (the "Agreement") is made and entered into as of July 31, 2019, by and between MONROE COUNTY, FLORIDA, a political, subdivision under the laws of the State of Florida (the "County"), and PNC BANK, NATIONAL ASSOCIATION, a national banking association duly organized and 0 validly existing under the laws of the United States of America and authorized to do E business in the State of Florida, and its successors and assigns (the "Noteholder"); WITNESSETH: 0 WHEREAS, Hurricane Irma caused catastrophic damage throughout the County and the County experienced extraordinary expenditures and costs related to repairs, improvements, protective and security costs and collection, disposal and general clean-up of debris (the "Extraordinary Expenditures"); and 0 4- WHEREAS, due to the then unavailability of sufficient budgeted funds, cash flow U) issues and anticipated delays in the expected reimbursement of a portion of the 0 Extraordinary Expenditures by federal, state and local government agencies (the "Governmental Reimbursements"), the County entered into a Line of Credit Agreement (the "Line of Credit Agreement") with the Noteholder and, after the County utilized its funds that were set aside for natural disasters and catastrophic events, the County borrowed funds pursuant to the Line of Credit Agreement to pay for Extraordinary Expenditures; and 0 U) WHEREAS, to date, the County has not yet received all of the Governmental Reimbursements which are to be used to pay down the funds borrowed under the Line of 0 Credit Agreement and the County currently has $ in aggregate principal 0 amount outstanding under the Line of Credit Agreement(the "Prior Indebtedness"); and WHEREAS, pursuant to the terms of the Line of Credit Agreement, the County is required to amortize any amounts that are outstanding under the Line of Credit E Agreement as of August 1, 2019, through August 1, 2022; and 2 WHEREAS, the Noteholder has proposed to allow the County to refinance the Prior Indebtedness over a longer amortization period than is contemplated under the Line of Credit Agreement and has offered favorable prepayment terms and other provisions, 0 and the County financial advisor, Public Financial Management, Inc. (the "Financial 0 Advisor"), has advised the County that market conditions are favorable to refinance the � Prior Indebtedness at this time in a cost effective manner; accordingly, it is in the best interests of the County to refinance the Prior Indebtedness through the issuance of a promissory note (as described herein, the "Series 2019 Note") to the Noteholder pursuant w to the Loan Agreement hereinafter described; and WHEREAS, the Noteholder is willing to make a term loan to the County, and the County is willing to incur such term loan, pursuant to the terms and provisions of this Packet Pg. 1681 D.2.c Agreement in an aggregate principal amount of $ to refinance the Prior Indebtedness and pay costs of issuance., c� NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: 0 [Remainder of page intentionally left blank] 0 E L- 0 U) 0 a 0 0 U) 2 4- 0 0 0 4- 0 E 0 Ca Ca Packet Pg. 1682 D.2.c ARTICLE I DEFINITION OF TERMS e� 0 SECTION 1.01. DEFINITIONS. The terms defined in this Article I shall, for = all purposes of this Agreement, have the meanings in this Article I specified, unless the context clearly otherwise requires. "Act" shall mean the Florida Constitution, Chapter 125, Florida Statutes, and 0 other applicable provisions of law. "Ad Valorem Revenues" shall mean all revenues of the County derived from the E levy and collection of ad valorem taxes. 0 "Agreement" shall mean this Loan Agreement, dated as of July 31, 2019, between the County and the Noteholder and any and all modifications, alterations, a amendments and supplements hereto made in accordance with the provisions hereof. "Authorized Officer" shall mean the Mayor, the County Administrator, the Clerk, or each of his or her duly authorized designees. "Applicable Index" shall mean One-Month LIBOR so long as One-Month 2 LIBOR is a lawful and available rate index and, if One-Month LIBOR is no longer a 2 lawful or available rate index, such index as is selected by the County and approved by U) the Noteholder. 0 "Applicable Percentage" shall mean, so long as One-Month LIBOR is a lawful 0 and available rate index, eighty percent (80%), and, if One-Month LIBOR is no longer a lawful or available rate index, such percentage as is selected by the Noteholder and approved by the County. "Applicable Spread" shall mean, so long as One-Month LIBOR is a lawful and , available rate index, eighty-six (86) basis points and, if One-Month LIBOR is no longer a lawful and available rate index, such spread as is selected by the Noteholder and 0 approved by the County. E "Board" shall mean the Board of County Commissioners of Monroe County, 0 Florida. oI "Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A., Tampa, Florida or any other attorney at law or firm of attorneys, of nationally recognized standing in w matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. 3 Packet Pg. 1683 D.2.c "Business Day" shall mean any day other than a Saturday, Sunday or a day on which the Noteholder is authorized or required to be closed., c� "Clerk" shall mean the Clerk of the Circuit Court of Monroe County, Florida and Ex-Officio Clerk of the Board of County Commissioners of the Monroe County, Florida = and such other person as may be duly authorized to act on her or his behalf, including any Deputy Clerk. "Code" shall mean the Internal Revenue Code of 1986, as amended, and 0 applicable rules and regulations. cc "Counterparty" shall mean the entity entering into a Hedge Agreement with the E County. Counterparty would also include any guarantor of such entity's obligations under such Hedge Agreement. 0 "County" shall mean Monroe County, Florida, a political subdivision of the State a of Florida. E "County Administrator" shall mean the County Administrator of the County or, in his or her absence or unavailability, any Assistant County Administrator or a designee of the County Administrator. "Debt" means at any date (without duplication) all of the following to the extent 0 that they are secured by or payable in whole or in part from any Non-Ad Valorem Revenues (A) all obligations of the County for borrowed money or evidenced by bonds, 0 debentures, notes or other similar instruments; (B) all obligations of the County to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (C) all obligations < of the County as lessee under capitalized leases; and (D) all indebtedness of other Persons to the extent guaranteed by, or secured by, Non-Ad Valorem Revenues of the County; provided, however, if with respect to any obligation contemplated in (A), (B), or (C) above, the County has covenanted to budget and appropriate sufficient Non-Ad Valorem Revenues to satisfy such obligation but has not secured such obligation with a lien on or pledge of any Non-Ad Valorem Revenues then, and with respect to any obligation contemplated in (D) above, such obligation shall not be considered "Debt" for purposes 0 of this Resolution unless the County has actually used Non-Ad Valorem Revenues to satisfy such obligation during the immediately preceding Fiscal Year or reasonably � expects to use Non-Ad Valorem Revenues to satisfy such obligation in the current or tl° immediately succeeding Fiscal Year. After an obligation is considered "Debt" as a result of the proviso set forth in the immediately preceding sentence, it shall continue to be X considered "Debt" until the County has not used any Non-Ad Valorem Revenues to W satisfy such obligation for two consecutive Fiscal Years. 4 Packet Pg. 1684 D.2.c "Default Rate" shall mean the lesser of (A) the Prime Rate plus three percent (3%) per annum or (B) the maximum rate permitted by law. , c� "Determination of Taxability" shall mean the circumstance of interest paid or 0 payable on the Series 2019 Note becoming includable for federal income tax purposes in = the gross income of the Noteholder as a consequence of any act or omission of the County. A Determination of Taxability will be deemed to have occurred upon (A) the receipt by the County or the Noteholder of an original or a copy of an Internal Revenue 0- Service Technical Advice Memorandum or Statutory Notice of Deficiency or other official letter or correspondence from the Internal Revenue Service which holds that any M interest payable on the Series 2019 Note is includable in the gross income of the Noteholder; (B) the issuance of any public or private ruling of the Internal Revenue Service that any interest payable on the Series 2019 Note is includable in the gross income of the Noteholder, or (C) receipt by the County or the Noteholder of an opinion of a Bond Counsel that any interest on the Series 2019 Note has become includable in the 0 gross income of the Noteholder for federal income tax purposes. For all purposes of this 0 definition, a Determination of Taxability will be deemed to occur on the date as of which the interest on the Series 2019 Note is deemed includable in the gross income of the E Noteholder. "Event of Default" shall have the meaning ascribed thereto in Section 5.01 0 hereof. 0 U) "Extraordinary Expenditures" shall mean the extraordinary expenditures and costs related to repairs, improvements, protective and security costs and collection, 0 disposal and general clean-up of debris resulting from Hurricane Irma. 0 "Fiscal Year" shall mean the 12-month period commencing on October 1 of any year and ending on September 30 of the immediately succeeding year. E "Fitch" shall mean Fitch Ratings, and any successors or assigns thereto. 2 "Governmental Reimbursements" shall mean all moneys received by the cc County from any federal, state or local government agency for the reimbursement of Extraordinary Expenditures. 0 E "Hedge Agreement" shall mean an agreement in writing between the County and LL a Counterparty pursuant to which (1) the County agrees to pay to the Counterparty an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on debt (or a notional amount) specified in such agreement during the w period specified in such agreement and (2) the Counterparty agrees to pay to the County an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable 5 Packet Pg. 1685 D.2.c rate) payable on debt (or a notional amount) specified in such agreement during the period specified in such agreement., c� "Hedge Payments" shall mean any amounts payable by the County on the debt or the related notional amount under a Qualified Hedge Agreement; excluding, however, _ any payments due as a penalty or by virtue of termination of a Qualified Hedge Agreement or any obligation of the County to provide collateral. "Interest Rate" shall mean a variable rate of interest equal to (the Applicable 0 Percentage of the Applicable Index) plus the Applicable Spread, as the same may be M adjusted as described in Section 3.03 hereof. E L_ "LIBOR Reserve Percentage" shall mean the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve 0 System (or any successor) for determining the reserve requirements (including, without U) limitation, supplemental, marginal and emergency reserve requirements) with respect to 0 eurocurrency funding (currently referred to as "Eurocurrency liabilities"). E "Line of Credit Agreement" shall mean the Line of Credit Agreement dated as February 1, 2018, between the County and the Noteholder. "Maturity Date" shall mean April 1, 2027. 0 "Maximum Annual Debt Service" shall mean the largest aggregate amount of the annual debt service coming due on the Series 2019 Note in any Fiscal Year. 0 "Mayor" shall mean the Mayor of the Board or, in her or his absence or 0 unavailability, the Mayor Pro Tem of the Board or such other person as may be duly authorized to act on either's behalf. "Moody's" shall mean Moody's Investors Service, and any successor or assigns E thereto. "Non-Ad Valorem Revenues" shall mean all revenues of the County, other than Ad Valorem Revenues, which are legally available to make the payments required herein. "Noteholder" or "Holder" or "holder" or any similar term, when used with 0 reference to a Note, shall mean PNC Bank, National Association, and any successor or � assigns thereto. "One-Month LIBOR" shall mean, for each Reset Date, the interest rate per annum determined by the Noteholder by dividing (i) the rate which appears on the W Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by the Noteholder as an 6 Packet Pg. 1686 D.2.c authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (any, "Alternate Source"), at approximately 11:00 a.m., London time, two (2) Business Days 4- prior to such Reset Date, as the one (1) month London interbank offered rate for U.S. 0 Dollars commencing on such Reset Date (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Noteholder at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. One-Month LIBOR shall never be less than 0 0.00% for purposes of this Agreement. 0 "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, governmental entity or other legal entity. U) 0 "Prime Rate" means that index rate of interest which the Noteholder from time to 0- time announces as its prime lending rate, which rate is an index rate for guidance to loan officers and is not necessarily the best or lowest rate charged borrowing customers of the E Noteholder, or if such rate is no longer announced, such comparable prime rate as shall be published in the Wall Street Journal. "Prior Indebtedness" shall mean the aggregate principal amount currently outstanding under the Line of Credit Agreement. U) 2 4- "Qualified Hedge Agreement" shall mean a Hedge Agreement with respect to 0 which the County has received written notice from at least two of the Rating Agencies that the rating of the Counterparty is not less than "A." "Rating Agencies" shall mean Fitch, Moody's and Standard and Poor's. "Reset Date" shall mean the first day of each calendar month. "Resolution" shall mean Resolution No. 2019- adopted by the Board on July 17, 2019, which, among other things, authorized the execution and delivery of this Loan 0 Agreement and the issuance of the Series 2019 Note. 0 E I- "Series 2019 Note" shall mean the Monroe County, Florida Special Obligation _ Refunding Revenue Note, Series 2019, authorized to be issued by the Resolution and more particularly described in Article III hereof. "Standard and Poor's" shall mean S & P Global Ratings, a business of Standard & Poor's Financial Services Inc., and any successors and assigns thereto. "State" shall mean the State of Florida. 7 Packet Pg. 1687 D.2.c "Tax Certificate" shall mean the Certificate as to Arbitrage and certain Other Tax Matters to be executed by the County in connection with the issuance of they, Series 2019 Note, as such Certificate may be amended from time to time. 4- 0 SECTION 1.02. INTERPRETATION. Unless the context clearly requires = otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. Any 0- capitalized terms used in this Agreement not herein defined shall have the meaning ascribed to such terms in the Resolution. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. SECTION 1.03. TITLES AND HEADINGS. The titles and headings of the °0 articles and sections of this Agreement, which have been inserted for convenience of U) reference only and are not to be considered a part hereof, shall not in any way modify or 0 restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if E any question of intent should arise. [Remainder of page intentionally left blank] 0 2 4- 0 0 0 4- 0 L- 0 8 Packet Pg. 1688 D.2.c ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; e� 4- SECURITY FOR SERIES 2019 NOTE SECTION 2.01. REPRESENTATIONS BY THE COUNTY. The County represents, warrants and covenants that: (a) The County is a duly organized and validly existing political subdivision under the Florida Constitution and other laws of the State. Pursuant to the Resolution, the County has duly authorized the execution and delivery of this Agreement, the performance by the County of all of its obligations hereunder, and the issuance of the Series 2019 Note in the aggregate principal amount of$ 0 4- (b) The County has complied with all of the provisions of the Constitution and U) laws of the State, including the Act, and has full power and authority to enter into and a consummate all transactions contemplated by this Agreement or under the Series 2019 Note, and to perform all of its obligations hereunder and under the Series 2019 Note, and to the best knowledge of the County, the transactions contemplated hereby do not conflict with the terms of any statute, order, rule, regulation, judgment, decree, agreement, instrument or commitment to which the County is a party or by which the County is bound. 0 0 (c) The County is duly authorized and entitled to issue the Series 2019 Note 2 and enter into this Agreement and, when executed and delivered, the Series 2019 Note 0 and this Agreement will each constitute a legal, valid and binding obligation of the County enforceable in accordance with its respective terms, subject as to enforceability to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. E (d) There are no actions, suits or proceedings pending or, to the best knowledge of the County, threatened against or affecting the County, at law or in equity, or before or by any governmental authority, that, if adversely determined, would materially impair the ability of the County to perform the County's obligations under this Agreement or under 0 the Series 2019 Note. 0 U- (e) The County will furnish to the Noteholder within 210 days after the close of each Fiscal Year a copy of the annual audited financial statements of the County, prepared by a certified public accountant. The County shall also provide the Noteholder X with a copy of the annual budget of the County each year and any material amendments W thereto within 30 days of the final adoption of such budget or amendment. With reasonable promptness the County shall provide such other data and information as may be reasonably requested by the Noteholder from time to time. 9 Packet Pg. 1689 D.2.c (f) The financial information concerning the County heretofore delivered to the Noteholder is complete and correct and fairly presents the financial condition of they, County for the period(s) referred to and has been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the period(s) involved. There are no liabilities (of the type required to be reflected on balance sheets prepared in accordance with generally accepted accounting principles), direct or indirect, fixed or contingent, of the County as of the date of such financial information which are not reflected therein. There has been no material adverse change in the financial condition or operations of the County since the date of such information (and no such material adverse change is pending or threatened, to the County's knowledge), and the County has not guaranteed the obligations of, or made any investment in or loans to, any E Person except as disclosed in such information. 0 SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE NOTEHOLDER. The Noteholder hereby represents, warrants 0 and agrees that it is a national banking corporation duly organized and existing under the 0 laws of the United States of America, authorized to execute and deliver this Agreement and to perform its obligations hereunder, and such execution and delivery will not E constitute a violation of its articles of incorporation or bylaws. Pursuant to the terms and provisions of this Agreement, the Noteholder agrees to provide a term loan to the County as evidenced hereby and by the Series 2019 Note for the purpose of refinancing the Prior 2 Indebtedness and paying costs relating to the issuance of the Series 2019 Note. 0 SECTION 2.03. TAX COVENANT. (a) In order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the Series 2019 Note, the County shall comply with each requirement of the Code applicable to the 0 Series 2019 Note. In furtherance of the covenant contained in the preceding sentence, the County agrees to continually comply with the provisions of the Tax Certificate, which is incorporated fully by reference herein, as a source of guidance for achieving compliance with the Code. (b) The County shall make any and all rebate payments required to be made to the United States Department of the Treasury in connection with the Series 2019 Note 0 pursuant to Section 148(f) of the Code. E (c) So long as necessary in order to maintain the exclusion from gross income 0 of interest on the Series 2019 Note for federal income tax purposes, the covenants contained in this Section shall survive the payment of the Series 2019 Note and the interest thereon, including any payment or defeasance thereof. tl° x (d) The County shall not take or permit any action or fail to take any action which would cause the Series 2019 Note to be an "arbitrage bond" within the meaning of Section 148(a) of the Code. 10 Packet Pg. 1690 D.2.c SECTION 2.04. SERIES 2019 NOTE SHALL NOT BE INDEBTEDNESS OF THE COUNTY OR STATE. The Series 2019 Note, when delivered by the County, pursuant to the terms of this Agreement, shall not be or constitute an indebtedness of the County, the State of Florida or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely as herein provided. The Noteholder shall never have the right to compel the exercise of the ad valorem taxing power of the County, or taxation in any form on any property therein to pay the Series 2019 Note or the interest thereon. The Series 2019 Note is a special and limited obligation secured by and payable as to principal and interest from the Non-Ad Valorem Revenues, to the extent and in the 0 manner provided herein. E SECTION 2.05. COVENANT TO BUDGET AND APPROPRIATE NON- AD VALOREM REVENUES. The County covenants and agrees to budget and appropriate in its annual budget for each Fiscal Year in which any amounts due hereunder 0 or with respect to the Series 2019 Note remain unpaid or outstanding, by amendment, if 0 necessary, from Non-Ad Valorem Revenues amounts sufficient to pay principal of and interest on the Series 2019 Note when due. Such covenant and agreement on the part of the County to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required 2 payments shall have been budgeted, appropriated and actually paid. Notwithstanding the 0 foregoing covenant of the County, the County does not covenant to maintain any services U) or programs, now provided or maintained by the County, which generate Non-Ad 0 Valorem Revenues. 0 Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Revenues, nor does it preclude the County from pledging in the future its Non-Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non-Ad Valorem Revenues, nor does it give the Noteholder a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the County. Such covenant to appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem 0 Revenues heretofore or hereafter entered into (including the payment of debt service on 0 bonds and other debt instruments). However, the covenant to budget and appropriate for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Series 2019 Note, in the manner described herein, Non-Ad Valorem Revenues and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 129.07, Florida Statutes, which w generally provide that the governing body of each county may only make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received E from taxation or other revenue sources; and subject, further, to the payment of services 11 Packet Pg. 1691 D.2.c and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are legally mandated by applicable law. , c� SECTION 2.06. PAYMENT COVENANT. The County covenants that it shall duly and punctually pay from the Non-Ad Valorem Revenues in accordance with = Section 2.05 hereof, the principal of and interest on the Series 2019 Note at the dates and place and in the manner provided herein and in the Series 2019 Note according to the true intent and meaning thereof and all other amounts due under this Agreement. 0- 0 SECTION 2.07. ANTI-DILUTION. During such time as the Series 2019 Note is outstanding hereunder or any amounts due hereunder or with respect to the Series 2019 Note remain unpaid or outstanding, the County agrees and covenants with the Noteholder that Non-Ad Valorem Revenues shall cover projected Maximum Annual Debt Service on the Series 2019 Note and maximum annual debt service on Debt by at 4- least 1.2x. The calculations required by the immediately preceding sentence shall be 0. determined using the average of actual Non-Ad Valorem Revenues for the prior two 0- Fiscal Years based on the County's annual audits. For purposes of such calculations, Maximum Annual Debt Service on the Series 2019 Note and maximum annual debt E service on Debt shall be done on an aggregate basis whereby the annual debt service for each is combined and the overall maximum is determined. For the purposes of the covenants contained in this Section 2.07, maximum annual debt service on Debt means, with respect to Debt that bears interest at a fixed interest U) rate, the actual maximum annual debt service, and, with respect to Debt which bears 4- interest at a variable interest rate, maximum annual debt service on such Debt shall be determined assuming that interest accrues on such Debt at the current "Bond Buyer 0 Revenue Bond Index" as published in The Bond Buye no more than two weeks prior to any such calculation; provided, however, if any Debt, whether bearing interest at a fixed or variable interest rate, constitutes Balloon Indebtedness, as defined in the immediately following sentence, maximum annual debt service on such Debt shall be determined E assuming such Debt is amortized over twenty-five (25) years on an approximately level 2 debt service basis. For purposes of the foregoing sentence, "Balloon Indebtedness" means Debt, twenty-five percent (25%) or more of the original principal of which 0 matures during any one Fiscal Year. In addition, with respect to debt service on any Debt which is subject to a Qualified Hedge Agreement, interest on such Debt during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming U_ due during such period of time. With respect to debt service on any Debt with respect to which the County elects to receive or is otherwise entitled to receive direct subsidy payments from the United States Department of Treasury, when determining the interest on such Debt for any particular interest payment date the amount of the corresponding w subsidy payment shall be deducted from the amount of interest which is due and payable with respect to such Debt on the interest payment date, but only to the extent that the E 12 Packet Pg. 1692 D.2.c County reasonably believes that it will be in receipt of such subsidy payment on or prior to such interest payment date., c� SECTION 2.08. USE OF GOVERNMENTAL REIMBURSEMENTS. To the extent the County receives any Governmental Reimbursements for any Extraordinary = Expenditures financed or refinanced with proceeds of the Series 2019 Note, the County covenants and agrees to apply such Governmental Reimbursements to prepay principal of the Series 2019 Note within forty-five (45) days of its receipt of such Governmental 0 Reimbursements. 0 L_ [Remainder of page intentionally left blank] 0 U) 0 a 0 0 U) 2 4- 0 0 0 4- 0 E 0 13 Packet Pg. 1693 D.2.c ARTICLE III c� DESCRIPTION OF SERIES 2019 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2019 NOTE. (a) The County hereby authorizes the issuance and delivery of the Series 2019 Note to the 0- Noteholder which Series 2019 Note shall be in an amount equal to 0 AND 00/100 DOLLARS ($ ) and shall be M designated as the "Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019." The text of the Series 2019 Note shall be substantially in the form attached hereto as Exhibit A, with such omissions, insertions and variations as may be necessary and desirable to reflect the particular terms of the Series 2019 Note. The provisions of 4- the form of the Series 2019 Note are hereby incorporated in this Agreement. 0 0. 0 (b) The Series 2019 Note shall be dated the date of its delivery. The Series 2019 Note shall be executed in the name of the County by the manual signature of the Mayor and the official seal of the County shall be affixed thereto and attested by the manual signature of the Clerk. In case any one or more of the officers, who shall have signed or sealed the Series 2019 Note, shall cease to be such officer of the County before the Series 2019 Note so signed and sealed shall have been actually delivered, such Series 2019 Note may nevertheless be delivered as herein provided and may be issued as U) if the person who signed or sealed such Series 2019 Note had not ceased to hold such ,2 office. 0 0 (c) The Series 2019 Note shall bear interest from its date of issuance at the Interest Rate (calculated on a 30/360 day count basis) as the same may be adjusted pursuant to Section 3.03 hereof. The Interest Rate shall be adjusted as of each Reset Date to reflect changes in the Applicable Index or the Prime Rate, as the case may be. Interest E on the Series 2019 Note shall be payable semi-annually on October 1 and April 1 of each 2 year (each an "Interest Payment Date"), commencing October 1, 2019, so long as any amount under the Series 2019 Note remains outstanding. Principal of the Series 2019 Note shall be payable annually on April 1 of each year (each a "Principal Payment 4- Date"), commencing April 1, 2020, through and including the Maturity Date. The aggregate annual principal payments shall be set forth in the Series 2019 Note. The Clerk 0 is authorized to establish the final principal payment schedule with the assistance of the aI County's Financial Advisor and the agreement of the Noteholder. (d) The Series 2019 Note shall be payable as to principal and interest in immediately available funds or by delivering to the Noteholder no later than the applicable payment date a check or draft of the County or in such other manner as is agreed to between the County and the Noteholder, to the Noteholder in whose name the Series 2019 Note shall be registered on the registration books maintained by the County 14 Packet Pg. 1694 D.2.c 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 or Principal Payment Date;, provided, that the Noteholder shall be required to present and surrender the Series 2019 Note to the County for the final payment of the principal of the Series 2019 Note or shall 0 otherwise provide evidence that such Series 2019 Note has been fully paid and cancelled. E Principal of and interest on the Series 2019 Note shall be payable in any coin or currency of the United States of America, which at the time of payment, is legal tender for the payment of public and private debts. The County shall maintain books and records with respect to the identity of the Noteholders, including a complete and accurate record of all assignments of this Agreement and the Series 2019 Note as provided in Section 3.04 0 hereof. E (e) Except as otherwise provided herein, the Noteholder shall pay for all of its costs relating to servicing the Series 2019 Note. The County shall pay the fees of the Noteholder's legal counsel in the amount of$11,500.00. 0 a 0 SECTION 3.02. OPTIONAL PREPAYMENT. The County may prepay the Series 2019 Note in whole or in part on any Reset Date by paying to the Noteholder the E principal amount of the Series 2019 Note to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, without any prepayment premium or penalty. Each prepayment of the Series 2019 Note shall be 0 made on such Reset Date and in such principal amount as shall be specified by the County in a notice delivered to the Noteholder not less than five (5) Business Days prior U) thereto specifying the principal amount of the Series 2019 Note to be prepaid and the date of such prepayment. Notice having been given as aforesaid, the principal amount of the Series 2019 Note stated in such notice or the whole thereof, as the case may be, shall 0 become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid. If on the prepayment date moneys for the payment of the Series 2019 Note or portion thereof to be prepaid, together with interest to the prepayment date on such amount, shall have been paid to the Noteholder as above provided, then from and after the prepayment date interest on such portion of the Series 2019 Note shall cease to accrue. If said moneys shall not have been so paid on the prepayment date, such 0 principal amount of the Series 2019 Note or portion thereof shall continue to bear interest 0 until payment thereof at the rate or rates provided for in this Agreement. In the absence of any mutual agreement between the Noteholder and the County, prepayments in part � shall be applied in inverse order of scheduled principal payments. SECTION 3.03. ADJUSTMENT TO INTEREST RATES. (a) In the event of a Determination of Taxability, the Interest Rate on the Series 2019 Note shall be w adjusted (the "Adjusted Rate") in such manner as shall be determined by the Noteholder, absent manifest error, as shall be necessary to provide to the Noteholder an after-tax yield E on the then outstanding principal amount of the Series 2019 Note equal to the after-tax 15 Packet Pg. 1695 D.2.c yield to the Noteholder, if such Determination of Taxability had not occurred, from the date such interest must be included in such gross income; provided, however, such Adjusted Rate shall never exceed the maximum rate allowable by law. Immediately upon a Determination of Taxability and in no event later than thirty (30) days after such 0 Determination of Taxability, the County agrees to pay the Additional Amount to the E Noteholder. "Additional Amount" means (i) the difference between (A) interest on the Series 2019 Note for the period commencing on the earliest date on which the interest on the Series 2019 Note (or portion thereof) is deemed to have lost its tax-exempt status (which may be as early as the date of issuance of the Series 2019 Note) and ending on the effective date of the adjustment of the Interest Rate to the Adjusted Rate (the "Prior 0 Taxable Period") at a rate per annum equal to the Adjusted Rate and (B) the aggregate E amount of interest paid on the Series 2019 Note during the Prior Taxable Period at the Interest Rate applicable to the Series 2019 Note prior to the adjustment to the Adjusted 0 Rate, plus (ii) any penalties, fines, fees, costs and interest paid or payable by the 7z Noteholder to the Internal Revenue Service by reason of such Determination of 0 Taxability. (b) Upon the occurrence and continuance of an Event of Default pursuant to E Section 5.01 hereof, the Noteholder may adjust the Interest Rate to the Default Rate which shall be effective until such Event of Default has been cured. SECTION 3.04. TRANSFER AND ASSIGNMENT. The Noteholder's right, title and interest in and to the Series 2019 Note and any amounts payable by the County thereunder may be assigned and reassigned in whole only by the Noteholder, without the necessity of obtaining the consent of the County; provided, that any such assignment, transfer or conveyance shall be made only to (a) an affiliate of the Noteholder or (b) a 0 bank, insurance company or their affiliate, provided that any such entity is purchasing the Series 2019 Note for its own account with no present intention to resell or distribute the Series 2019 Note, subject to each investor's right at any time to dispose of the Series 2019 Note as it determines to be in its best interests. Unless to an affiliate controlling, controlled by or under common control with the Noteholder, no assignment, transfer or conveyance permitted by this Section 3.04 shall be effective until the County shall have received a written notice of assignment that discloses the name and address of each such 0 assignee. If the Noteholder notifies the County of its intent to assign and sell its right, 0 title and interest in and to the Series 2019 Note as herein provided, the County agrees that, if so requested, it shall execute and deliver to the assignee Noteholder, a Series 2019 Note in the principal amount so assigned, registered in the name of the assignee Noteholder, executed and delivered by the County in the same manner as provided herein and with an appendix attached thereto setting forth the amounts to be paid on each Principal Payment Date with respect to such Series 2019 Note. w 16 Packet Pg. 1696 D.2.c Nothing contained in this Section 3.04 shall be interpreted to prohibit the Noteholder from selling participations in the Series 2019 Note to any investors meeting, the conditions set forth in the immediately preceding paragraph. 4- 0 ARTICLE IV CONDITIONS FOR ISSUANCE OF THE SERIES 2019 NOTE SECTION 4.01. CONDITIONS FOR ISSUANCE. In connection with the 0 issuance of the Series 2019 Note, the Noteholder shall not be obligated to purchase the Series 2019 Note pursuant to this Agreement unless at or prior to the issuance thereof the County delivers to the Noteholder the following items in form and substance acceptable to the Noteholder: 0 (a) A fully executed Tax Certificate; 0 0. (b) A copy of a completed and executed Form 8038-G to be filed with the Internal Revenue Service; C E (c) An opinion of Bond Counsel addressed to the Noteholder (or addressed to the County with a reliance letter addressed to the Noteholder) in form and substance to the effect that (A) this Agreement and the Series 2019 Note have been duly authorized, executed and delivered by the County and each is an enforceable obligation against the 0 County in accordance with the terms of each instrument (enforceability of which may be 2 subject to standard bankruptcy exceptions and the like), and (B) interest on the 0 Series 2019 Note shall be excludable from gross income for federal income tax purposes and not be treated as a an item of tax preference for purposes of computing the alternative minimum tax imposed by the Code; and (d) Such additional certificates, instruments and other documents as the Noteholder, Bond Counsel, or the County Attorney may deem necessary or appropriate. 0 [Remainder of page intentionally left blank] E L- 0 17 Packet Pg. 1697 D.2.c ARTICLE V c� EVENTS OF DEFAULT; REMEDIES SECTION 5.01. EVENTS OF DEFAULT. An "Event of Default" shall be deemed to have occurred under this Agreement if: (a) The County shall fail to make timely payment of principal or interest when 0 due with respect to the Series 2019 Note; 0 (b) Any representation or warranty of the County contained in Article II of this Agreement shall prove to be untrue in any material respect when made; 0 (c) Any covenant of the County contained in this Agreement shall be breached 7Z or violated for a period of thirty (30) days after the County receives notice from the 0 Noteholder of such breach or violation, unless the Noteholder shall agree in writing, in its sole discretion, to an extension of such time prior to its expiration; E (d) There shall occur the dissolution or liquidation of the County, or the filing by the County of a voluntary petition in bankruptcy, or the commission by the County of any act of bankruptcy, or adjudication of the County as a bankrupt, or assignment by the 2 County for the benefit of its creditors, or appointment of a receiver for the County, or the entry by the County into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the County in any 0 proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter amended; (e) This Agreement is determined to be unenforceable by a competent court of law; or (f) The County defaults on any other Debt or any other Debt is accelerated as a remedy in the event of a default thereunder. 0 4- SECTION 5.02. REMEDIES. If any event of default shall have occurred and E be continuing, the Noteholder or any trustee or receiver acting for the Noteholder may 0 either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the Laws of the State of Florida, or granted and contained in this Agreement, and may enforce and compel the performance of all duties required by this Agreement or by any applicable statutes to be w performed by the County or by any officer thereof, including, but not limited to, specific performance. No remedy herein conferred upon or reserved to the Noteholder is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or 18 Packet Pg. 1698 D.2.c hereafter existing at law or in equity or by statute. Notwithstanding any other provision hereof, no Noteholder, trustee or receiver shall have the right to declare the Series 2019 �, Note immediately due and payable. Upon the occurrence and continuance of an Event of Default pursuant to Section 5.01 hereof, the Noteholder may adjust the Interest Rate to the Default Rate which shall be effective until such Event of Default has been cured. [Remainder of page intentionally left blank] 0 0 L- 0 U) 0 a 0 E 0 U) 2 4- 0 0 0 4- 0 E 0 CO CO 19 Packet Pg. 1699 D.2.c ARTICLE VI MISCELLANEOUS e� 4- 0 SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THE AGREEMENT. This Agreement shall not be amended, changed or modified without the prior written consent of the Noteholder and the County. SECTION 6.02. COUNTERPARTS. This Agreement may be executed in 0 any number of counterparts, each of which, when so executed and delivered, shall be an M original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 0 SECTION 6.03. SEVERABILITY. If any clause, provision or section of this U) Agreement shall be held illegal or invalid by any court, the invalidity of such provisions a or sections shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. SECTION 6.04. TERM OF AGREEMENT. This Agreement shall be in full force and effect from the date hereof and shall continue in effect as long as the 0 Series 2019 Note is outstanding. 2 4- 0 SECTION 6.05. NOTICE OF CHANGES IN FACT. Promptly after the County becomes aware of the same, the County will notify the Noteholder of (a) any change in any material fact or circumstance represented or warranted by the County in this Agreement or in connection with the issuance of the Series 2019 Note, and (b) any default or event which, with notice or lapse of time or both, could become a default under the Agreement, specifying in each case the nature thereof and what action the County has 2 taken, is taking and/or proposed to take with respect thereto. SECTION 6.06. NOTICES. Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent 0 registered or certified mail, postage prepaid, to Monroe County, Florida, 500 Whitehead 0 Street, Key West, Florida 33040, Attention: Monroe County Clerk of Court, with a copy to: County Administrator, 1100 Simonton Street, Suite 205, Key West, Florida 33040, tl° and to the Noteholder, PNC Bank, National Association, 420 S. Orange Ave., Suite 300, Orlando, Florida 32801, or at such other address as shall be furnished in writing by any X such party to the other, and shall be deemed to have been given as of the date so W delivered or deposited in the United States mail. 20 Packet Pg. 1700 D.2.c SECTION 6.07. NO THIRD-PARTY BENEFICIARIES. This Agreement is for the benefit of the County and the Noteholder and their respective successors ands, assigns, and there shall be no third-party beneficiary with respect thereto. 4- 0 SECTION 6.08. APPLICABLE LAW. The substantive laws of the State of = Florida shall govern this Agreement. The County submits to the jurisdiction of Florida courts and federal courts and agrees that venue for any suit concerning this Agreement shall be in Monroe County, Florida and the Southern District of Florida. 0- 0 SECTION 6.09. WAIVER OF JURY TRIAL. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any proceedings relating to this Agreement. SECTION 6.10. USA PATRIOT ACT COMPLIANCE NOTIFICATION. The Noteholder hereby notifies the County that pursuant to the provisions of the USA U) PATRIOT Act, it is required to obtain, verify and record information that identifies the 0 County. The County will provide the Noteholder with all documentation and other information the Noteholder requests in order to comply with its ongoing obligations under applicable "know your customer" and anti-money laundering regulations, including the USA PATRIOT Act. 0 [Remainder of page intentionally left blank] 2 4- 0 0 0 4- 0 L_ 0 21 Packet Pg. 1701 D.2.c SECTION 6.11. INCORPORATION BY REFERENCE. All of the terms and obligations of the Resolution are hereby incorporated herein by reference as if said, Resolution was fully set forth in this Agreement and the Series 2019 Note. 4- 0 MONROE COUNTY, FLORIDA (SEAL) 0- 0 By: Mayor ATTEST: 0 By: Deputy Clerk 0 E APPROVED AS TO FORM AND LEGAL SUFFICIENCY: 2 0 By: County Attorney's Office 0 PNC BANK, NATIONAL ASSOCIATION By: Name: Nick Ayotte Title: Vice President, Public Finance 0 4- 0 L- 0 22 Packet Pg. 1702 D.2.c EXHIBIT A $ 0 0 UNITED STATES OF AMERICA STATE OF FLORIDA MONROE COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE, SERIES 2019 0 Interest Rate Date of Issuance Final Maturity Date Variable July 31, 2019 April 1, 2027 0 U) 0 a KNOW ALL MEN BY THESE PRESENTS, that Monroe County, Florida (the "County"), for value received, hereby promises to pay, solely from the Non-Ad Valorem Revenues described in the within mentioned Agreement, to the order of PNC Bank, National Association, or its successors or assigns (the "Noteholder"), the principal sum of AND 00/100 DOLLARS ($ ) pursuant to that certain Loan Agreement by and between the Noteholder and the County, dated as of June 31, 2019 (the "Agreement"), and to pay interest on such 0 the outstanding principal amount hereof from the Date of Issuance set forth above, or 2 from the most recent date to which interest has been paid, at the Interest Rate per annum 0 (calculated on a 30/360 day count basis) identified above (subject to adjustment as provided in the Agreement) on October 1 and April 1 of each year, commencing on October 1, 2019, so long as any amount under this Note remains outstanding. Principal of this Note shall be payable on April 1 of each year, commencing on April 1, 2020, through and including the Maturity Date identified above. The principal payment schedule for this Note is set forth in definitive form on Appendix I attached hereto. The 2 principal and interest on this Note is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. 0 This Note is issued under the authority of and in full compliance with the L_ Constitution and statutes of the State of Florida, including, particularly, Chapter 125, � Florida Statutes, and other applicable provisions of law, and Resolution No. 2019- tl° duly adopted by the Board of County Commissioners of the County on July 17, 2019 (the "Resolution"), as such Resolution may be amended and supplemented from time to time, X and is subject to all terms and conditions of the Resolution and the Agreement. Any W capitalized term used in this Note and not otherwise defined shall have the meaning ascribed to such term in the Agreement. A-1 Packet Pg. 1703 D.2.c This Note is being issued to refinance the Prior Indebtedness (as defined in the Agreement). This Note is payable from the County's covenant to budget and appropriate, legally available Non-Ad Valorem Revenues in the manner and to the extent provided 0 and described in the Agreement. 0 E This Note shall bear interest at the Interest Rate identified above on a 30/360 day count basis. Such Interest Rate is subject to adjustment on each Reset Date (as defined in the Agreement) to reflect changes in the Applicable Index (as defined in the Agreement) 0- and also as provided in Section 3.03 of the Agreement. The Noteholder shall provide to the County upon request such documentation to evidence the amount of interest due with M respect to the Series 2019 Note upon any such adjustment. E Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any 4- other costs or considerations that constitute interest under the laws of the State of Florida U) which are contracted for, charged or received) exceed the maximum rate of interest 0 allowed under the State of Florida as presently in effect. E All payments made by the County hereon shall apply first to fees, costs, late charges and accrued interest, and then to the principal amount then due on this Note. The County may prepay this Note in whole or in part on any Reset Date by paying to the Noteholder the principal amount of this Note to be prepaid, together with the 0 unpaid interest accrued on the amount of principal so prepaid to the date of such 2 4- prepayment, without any prepayment premium or penalty. Each prepayment shall be made on such Reset Date and in such principal amount as shall be specified by the County in a notice delivered to the Noteholder not less than five (5) Business Days (as defined in the Agreement) prior thereto specifying the principal amount of this Note to be prepaid and the date of such prepayment. Notice having been given as aforesaid, the principal amount of this Note stated in such notice or the whole thereof, as the case may E be, shall become due and payable on the prepayment date stated in such notice, together 2 with interest accrued and unpaid to the prepayment date on the principal amount then being paid. If on the prepayment date moneys for the payment of this Note or portion thereof to be prepaid, together with interest to the prepayment date on such amount, shall 4- have been paid to the Noteholder as above provided, then from and after the prepayment date interest on such portion of this Note shall cease to accrue. If said moneys shall not 0 have been so paid on the prepayment date, such principal amount of this Note or portion thereof shall continue to bear interest until payment thereof at the rate or rates provided for in this Agreement. In the absence of any mutual agreement between the Noteholder CO and the County, prepayments in part shall be applied in inverse order of scheduled w principal payments. This Note, when delivered by the County pursuant to the terms of the Agreement and the Resolution, shall not be or constitute an indebtedness of the County or of the A-2 Packet Pg. 1704 D.2.c State of Florida, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable from the Non-Ad Valorem Revenues, in the manner, and to the extent provided in the Agreement and the Resolution. The Noteholder shall 0 never have the right to compel the exercise of the ad valorem taxing power of the County 0 or the State, or taxation in any form of any property therein to pay the Note or the interest thereon. So long as any of this Note shall remain outstanding, the County shall maintain and keep books for the registration and transfer of this Note. The Noteholder's right, title and interest in and to this Note and any amounts payable by the County thereunder may be assigned and reassigned in whole only by the Noteholder, without the necessity of obtaining the consent of the County; provided, that any such assignment, transfer or conveyance shall be made only to (a) an affiliate of the 4- Noteholder or (b) a bank, insurance company or their affiliate, provided that any such U) entity is purchasing this Note for its own account with no present intention to resell or 0 distribute this Note, subject to each investor's right at any time to dispose of this Note as it determines to be in its best interests. Unless to an affiliate controlling, controlled by or E under common control with the Noteholder, no assignment, transfer or conveyance permitted by Section 3.04 of the Agreement shall be effective until the County shall have received a written notice of assignment that discloses the name and address of each such 0 assignee. If the Noteholder notifies the County of its intent to assign and sell its right, title and interest in and to this Note as provided in the Agreement, the County agrees that, if so requested, it shall execute and deliver to the assignee Noteholder, a Note in the principal amount so assigned, registered in the name of the assignee Noteholder, executed and delivered by the County in the same manner as provided in the Agreement and with 0 an appendix attached thereto setting forth the amounts to be paid on each principal payment date with respect to such Note. Nothing contained herein or in the Agreement shall be interpreted to prohibit the Noteholder from selling participations in this Note to any investors meeting the conditions set forth in the immediately preceding paragraph. 0 [Remainder of page intentionally left blank] 4- 0 L_ 0 CO CO A-3 Packet Pg. 1705 D.2.c IN WITNESS WHEREOF, the County caused this Note to be signed by the manual signature of the Chairman and the seal of the County to be affixed hereto ors, imprinted or reproduced hereon, and attested by the manual signature of the County Clerk, and this Note to be dated the Date of Issuance set forth above. MONROE COUNTY, FLORIDA (SEAL) By: Mayor ATTEST: E 0 Deputy Clerk 0 0 Approved as to Form and Legal Sufficiency: 0 U) 2 County Attorney 0 0 0 4- 0 E 0 A-4 Packet Pg. 1706 D.2.c Appendix I Principal Repayment Schedule for the MONROE COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE, SERIES 2019 Principal Payment 0- Date (April 1) Principal 2020 2020 2021 2021 0 2022 2022 a 0 2023 2023 2024 2024 2025 2025 2026 2026 2027 0 0 Packet Pg. 1707 D.2.d a® UIr�g8n01�4� � PNCBANK 0 7/2/2019 E MONROE COUNTY FLORIDA 1100 SIMONTON ST KEY WEST FL 33040-3110 0 0 RE: Pay off of Loan Nos.: 607804803 Facility: 0010896211 E To Whom It May Concern: 0 U) You have informed us that you desire to repay the Loans,in full, on that date set forth on Exhibit 0 "A" attached hereto and made a part hereof(the "Payoff Date"). This letter shall constitute our statement 0 of the amount required in order for you to pay the Loans in full on the Payoff Date (assuming no change in the principal balance of the Loans from the date of this letter). This letter replaces and supersedes any and E all prior payoff letters,if any,issued for the Loans,which prior letters are hereby canceled and terminated. As of the Payoff Date, you shall owe the amounts set forth on Exhibit "A" with respect to the Loans (the "Payoff Sum"). In addition, for each day after the Payoff Date, additional interest shall accrue and be payable in the per diem amount set forth on Exhibit "A" until the Loans are paid in full, subject to 0 changes in our Prime Rate or other applicable rate index,if any,prior to our receipt of the Payoff Sum. The U) Payoff Sum must be received,in immediately available funds,by [5:00 P.M.] (Eastern time) on the Payoff Date in order for you to avoid an additional day's interest. We reserve the right to revise and notify you of any change in the Payoff Sum due to unforeseen circumstances, calculation errors, or amounts payable by you which are not included in the Payoff Sum or otherwise. a d Payment of the Loans should be made by wire transfer to PNC Bank,National Association,via the instructions set forth on Exhibit "A" or in other immediately available funds delivered to the undersigned on behalf of PNC Bank. Subject to the terms hereof, upon payment in full in immediately available funds, any and all commitments by us to lend to you shall be terminated, and all of your obligations under the documents evidencing the Loans shall be satisfied,terminated and released,except for such provisions which expressly survive such termination. co As soon as practicable after receipt of the Payoff Sum, at your request,we shall: (i) deliver to you 0 or such other person as you may designate (the "Borrower's Designee"), in accordance with applicable law and with your written instructions provided to us, such mortgage and/or deed of trust satisfactions and other releases and such Uniform Commercial Code certifications or authorizations as may be reasonably 0 required to enable you or the Borrower's Designee to terminate or release our interest in any collateral, so long as such collateral does not also serve as collateral for other obligations owed to us (including without c, limitation, any interest rate swap termination costs or foreign exchange exposure, whether or not such I-- transactions have been terminated or finalized), and (ii) cause any stock certificates and other instruments which represent collateral released hereunder to be delivered to you or the Borrower's Designee. Unless r_ Form 23A-Multistate Rev.1/02 Packet Pg. 1708 D.2.d C) 0 Page 2 of 4 otherwise instructed by you or the Borrower's Designee,in writing,we shall deliver such stock certificates and other instruments via a nationally-recognized overnight courier. We shall have no liability to you for the termination,release or assignment of any financing statement,mortgage or deed of trust or for the return of any possessory collateral,if we shall have complied with written instructions from you or the Borrower's 0 Designee. 0 If you wish to continue to use treasury management and other deposit account services with us after the Payoff Date,we reserve the right to revise (i)the fees relating thereto and(ii) the availability schedules 0 for such services as permitted under Regulation CC. Please contact your PNC treasury management � representative or the undersigned for further information. If you wish to have letters of credit, bankers' °- acceptances, trade acceptances or other instruments continue to be outstanding after the Payoff Date, you U) must contact the undersigned to arrange for cash collateral to be posted by you and/or indemnity agreements a to be delivered to us by you and your new lender(if applicable) or make other arrangements acceptable to us for these services to continue. E Further,pursuant to the USA Patriot Act and related laws,PNC is required to establish policies and procedures to ensure compliance with anti-money laundering laws of the United States and to otherwise detect and report suspicious transactions.These procedures apply to the repayment of loans,which involves the transfer of substantial sums of money. Please be assured that PNC's application of these procedures to this transaction is not intended to suggest or imply that you or any of your funding sources is in violation 0 of any law, but is rather an impartial part of PNC's ongoing regulatory compliance program. Separately, 2 you may be required to identify each entity which is providing replacement funding to allow us to complete - our required due diligence. 0 Very truly yours, d PNC BANK,NATIONAL ASSOCIATION NICHOLAS AYOTTE 239-437-3736 co to 0 0 CM Form 23A-Multistate Rev.1/02 Packet Pg. 1709 D.2.d C) 0 Page 3 of 4 EXHIBIT "A"—PAYOFF INFORMATION AS OF 7/31/2019 Loan Obligation No. 607804803 Facility: 0010896211 0 Principal Balance $35,000,000.00 0 Unpaid Interest $498,919.85 E Prepayment Fee n/a 0 Subtotal $35,498,919.85 0 a 0 Per Diem Amount: $2,558.80 E Costs and Expenses Bank or Administrative Fee $0.00 0 Accruing Fee $0.00 4- 0 Release Fee $0.00 0 Satisfaction Fee $0.00 Subtotal $0.00 TOTAL PAYOFF AMOUNT $35,498,919.85 i Co 0 t� 0 0 Cm Payment of the Loan should be made by wire transfer to PNC Bank,National Association,via the following instructions: Form 23A-Multistate Rev.1/02 Packet Pg. 1710 D.2.d C) 0 Page 4 of 4 PNC Bank, National Association Pittsburgh, PA ABA 043-000-096 BNF: Commercial Loans 0 Ref: MONROE COUNTY FLORIDA 607804803 Facility: 0010896211 E or in other immediately available funds delivered to: 0 PNC Bank,NA 0 One Financial Parkway 0 Kalamazoo, MI 49009 Mailstop: Z1-YB42-01-2 0 U) 0 0 co to 0 0 cm Form 23A-Multistate Rev.1/02 Packet Pg. 1711