Item P6 BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: October 17, 2014 Division: County Administration
Bulk Item: Yes X No Department: County Administration
Staff Contact Person: Kevin Madok X4480
AGENDA ITEM WORDING: Approval of a resolution accepting the proposal of P,NC Bank,
National Association, to provide the County with a$16 million non-revolving line of credit;
authorizing the Mayor to execute the loan agreement and authorization for the County Administrator
and/or his designee to sign all other necessary documentation in order to complete the transaction.
ITEM BACKGROUND: At the June meeting, the BOCC approved advertising an RFP for a term
loan not to exceed $32 million and a line of credit not to exceed$16 million. Bids were to be opened
August 6, 2014, No bids were received. Based upon Chapter 3, section(D)-(3) of the Monroe County
Purchasing Policies and Procedures,we asked our financial consultant, PFM, to contact a wide range of
banks directly to request proposals based upon the terms in the original RFP and set a new deadline of
August 25, 2014. We received six proposals which were summarized in the September 8, 2014
backup.
County staff, PFM and outside bond counsel,Nabors Giblin &Nickerson, then met to discuss the
merits of each proposal and to present the most attractive proposals for BOCC approval.
At the September 8, 2014 Special Meeting, the BOCC approved negotiating final terms for this loan.
Under section 5.02 of the 2003 Infrastructure Sales Surtax Revenue Bond Resolution, this loan requires
issuance of a supplemental resolution.
PREVIOUS RELEVANT BOCC ACTION: Approval to negotiate final loan terms at the September
8, 2014 Special Meeting.
Approval to advertise the RFP at the June, 11, 2014 BOCC meeting.
CONTRACT/AGREEMENT CHANGES: N/A.
STAFF RECOMMENDATIONS: Approval
TOTAL COST: INDIRECT COST: BUDGETED: Yes No
DIFFERENTIAL OF LOCAL PREFERENCE:
C'OST'TO COUNTY: SOURCE OF FUNDS:
REVENUE PRODUCING: Yes— No—X AMOUNT PER MONTH Year
APPROVED BY: County Atty t/oi/Purc .asing Risk Management_
DOCUMENTATION: Included Not Required .-
DISPOSITION: AGENDA ITEM#
MONROE COUNTY,FLORIDA
RESOLUTION NO. -2014
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA
SUPPLEMENTING RESOLUTION NO. 077-2003
ADOPTED BY THE BOARD ON FEBRUARY 19, 2003,
AS AMENDED; ACCEPTING THE PROPOSAL OF PNC
BANK, NATIONAL ASSOCIATION, TO PROVIDE THE
COUNTY WITH A $16,000,000 NON-REVOLVING LINE
OF CREDIT TO FINANCE AND REFINANCE VARIOUS
CAPITAL IMPROVEMENT PROJECTS WITHIN THE
COUNTY; APPROVING THE FORM OF A LINE OF
CREDIT AGREEMENT WITH PNC BANK., NATIONAL
ASSOCIATION, IN ORDER TO EVIDENCE SUCH LINE
OF CREDIT; APPROVING THE FORM OF A MASTER
BOND; PROVIDING FOR THE SECURITY AND
REPAYMENT SOURCE FOR DRAWS MADE UNDER
THE LINE OF CREDIT AGREEMENT; DELEGATING
CERTAIN AUTHORITY TO CERTAIN OFFICIALS OF
THE COUNTY; AUTHORIZING THE EXECUTION AND
DELIVERY OF OTHER DOCUMENTS IN CONNECTION
THEREWITH; AND PROVIDING FOR AN EFFECTIVE
DATE FOR THIS RESOLUTION.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA:
SECTION 1. FINDINGS AND AUTHORIZATIONS. It is hereby found
and determined that:.
(A.) On February 19, 2003, the Board of County Commissioners (the "Board")
of Monroe County, Florida (the "Issuer") duly adopted Resolution No. 077-2003 (as
supplemented, the "Resolution"), authorizing, among other things, the issuance of the
Issuer's Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2003
(the "Series 2003 Bonds"), for the principal purpose of financing the acquisition,
construction and equipping of various capital improvements.
(B) On December 14, 2007, the Issuer issued its $29,415,000 Monroe County,
Florida Infrastructure Sales Surtax Revenue Bonds, Series 2007 (the "Series 2007
Bonds") pursuant to the Resolution for the principal purpose of financing the acquisition,
construction and equipping of various capital improvements.
(C) On the date hereof, the Issuer adopted a supplemental resolution
authorizing the issuance of not exceeding $32,000,000 aggregate principal amount of a
Monroe County, Florida Infrastructure Sales Surtax Improvement and Refunding
Revenue Bond, Series 2014 (the "Series 2014 Bond") pursuant to the Resolution for the
principal purpose of financing the acquisition, construction and equipping of various
capital improvements and to current refund all of the outstanding Series 2003 Bonds.
(D) The Issuer has and shall have from time to time certain capital
infrastructure needs and requirements within the County which must be constructed,
acquired and equipped in order to improve and maintain the health, safety and welfare of
the Issuer's citizens
(E) The Issuer's financial advisor, Public Financial Management, Inc. (the
"Financial Advisor"), previously solicited proposals from various financial institutions to
provide the Issuer with a non-revolving line of credit to finance and refinance capital
improvements from time to time and the proposal (the "Proposal") received from PNC
Bank, National Association (the "Bank"), a copy of which is attached hereto as Exhibit
A, is the most beneficial proposal for the Issuer.
(F) The Resolution provides for the issuance of Additional Bonds, payable on a
parity with the Series 2007 Bonds and the Series 2014 Bond (collectively, the "Parity
Obligations"), for the principal purpose of financing and refinancing capital
improvements, upon meeting certain requirements set forth in the Resolution.
(G) The Issuer deems it to be in its best interest to accept the Proposal of the
Bank to provide it with a non-revolving line of credit and to issue its Monroe County,
Florida Infrastructure Sales Surtax Master Revenue Bond (PNC Bank Line of Credit),
Series 2014 (the "Master Bond") to the Bank pursuant to the authority of the Resolution
to secure and evidence the line of credit(the "Line of Credit").
(H) The Issuer and the Bank shall enter into the hereinafter defined Line of
Credit Agreement that will contain various terms of and provisions for the Line of Credit
and the Master Bond.
(1) Each Draw (as defined in the Line of Credit Agreement) under the Line of
Credit shall be repaid from the Pledged Funds (as defined in the Resolution) in the
manner and to the extent set forth in the Resolution, the Master Bond and the Line of
Credit Agreement and the ad valorem taxing power of the County will never be necessary
or authorized to pay said amounts.
{Jr) Due to the potential volatility of the market for tax-exempt obligations such
as the Master Bond and the complexity of the transactions relating to such Master Bond
and the Line of Credit, it is in the best interest of the Issuer to sell the Master Bond by a
negotiated sale to the Bank pursuant to the Proposal, the Line of Credit Agreement and
2
the provisions hereof and of the Resolution, rather than at a specified advertised date,
thereby permitting the Issuer to obtain the best possible price, terms and interest rate for
the Master Bond and the Line of Credit Agreement
(K) The Issuer hereby certifies that it is current in all deposits into the various
funds and accounts established by the Resolution and all payments theretofore required to
have been deposited or made by the Issuer under the provisions of the Resolution have
been deposited or made and the Issuer has complied with the covenants and agreements
of the Resolution and is not currently in default under the Resolution.
(L) The Issuer hereby finds and certifies that all wastewater projects required to
be funded by the Issuer within Monroe County, Florida have been completed or fully
funded or will be fully funded upon the issuance of the Series 2014 Bond.
(M) The covenants, pledges and conditions in the Resolution shall be applicable
to the Master Bond herein authorized and said Master Bond shall be on a parity with and
rank equally as to the lien on and source and security for payment from the Pledged
Funds and in all other respects with the Parity Obligations and all Additional Bonds
hereafter issued pursuant to the Resolution, and shall constitute a "Bond" within the
meaning of the Resolution.
SECTION 2. DEFINITIONS. When used in this Supplemental
Resolution, the terms defined in the Resolution shall have the meanings therein stated,
except as such definitions may be hereinafter amended and defined.
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
Supplemental Resolution is adopted pursuant to the provisions of the Resolution and the
Act.
SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the purchase and acceptance of the Master Bond by the Bank, the
provisions of the Resolution, as supplemented hereby, shall be a part of the contract of
the County with the Bank, and shall be deemed to be and shall constitute a contract
between the County and the Bank. The pledge made in the Resolution and the
provisions, covenants and agreements therein and herein set forth to be performed by or
on behalf of the County shall be for the benefit, protection and security of the Bank. The
Master Bond and the Draws to be made thereagainst regardless of the time or times of
their issuance or maturity, shall be of equal rank without preference, priority or
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distinction of the Master Bond or such Draws over any other thereof except as provided
therein or in the Line of Credit Agreement.
SECTION 4. ACCEPTANCE OF PROPOSAL. The County hereby
accepts the Proposal of the Bank to provide!the County with a$16,000,000 non-revolving
line of credit, a copy of which is attached hereto as Exhibit A. The Mayor and the Clerk
are each hereby authorized to execute and deliver the Proposal to the Bank, 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 with respect to the Proposal are hereby ratified and approved. The interest rate
with respect to the Line of Credit is variable and shall be established from time to time in
accordance with the terms of the Proposal.
SECTION 6. APPROVAL OF FORM OF LINE OF CREDIT
AGREEMENT. The repayment of each Draw under the Line of Credit Agreement shall
be pursuant to the terms and provisions of the Line of Credit Agreement and the
Resolution. The terms and provisions of the Line of Credit Agreement in substantially
the form attached hereto as Exhibit B are hereby approved, with such changes, insertions
and additions as the Mayor and Clerk may approve. The County hereby authorizes the
Mayor to execute and deliver, and the Clerk to attest and affix the County seat to, the
Line of Credit Agreement substantially in the form attached hereto as Exhibit B, with
such changes, insertions and additions as they may approve, their execution thereof being
evidence of such approval.
SECTION 7. SECURITY FOR THE MASTER BOND; LIMITED
OBLIGATION. The Master Bond is being issued as an Additional Bond pursuant to the
Resolution and shall constitute a "Bond" as defined therein and shall be deemed to have
been issued pursuant to the Resolution the same as the Parity Obligations, and all of the
covenants and other provisions of the Resolution shall be for the equal benefit, protection
and security of the Bank and the holders of all other Bonds heretofore or hereafter issued
pursuant to the Resolution. The payment of the principal of and interest on the Master
Bond shall be secured forthwith equally and ratably by a pledge of and lien upon the
Pledged Funds, to the extent and in the manner provided in the Resolution.
The Master Bond shall not be or constitute general obligations or indebtedness of
the County as "bonds" within the meaning of any constitutional or statutory provision,
but shall be special obligations of the County, payable solely from and secured by a lien
upon and pledge of the Pledged Funds with and to the extent set forth in the Resolution.
No holder of the Master Bond shall ever have the right to compel the exercise of any ad
valorem taxing power to pay such Master Bond or any Draw thereunder, or be entitled to
payment of such Master Bond or any Draw thereunder from any moneys of the County
except from the Pledged Funds in the manner provided in the Resolution and in the Line
of Credit Agreement.
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SECTION 8. RESERVE ACCOUNT. Pursuant to the provisions of
Section 4.05(A)(4) of the Resolution, the County hereby establishes a separate
subaccount in the Reserve Account for the Master Bond which shall be designated as the
,Master Bond Subaccount" of the Reserve Account. The Reserve Account Requirement
with respect to the Master Bond Subaccount and the Master Bond shall be zero dollars
and zero cents ($0.00). The Master Bond Subaccount shall solely secure the Master
Bond and the Master Bond shall not be secured by any other portion of the Reserve
Account or any other subaccount therein.
SECTION 9. APPROVAL OF MASTER BOND. In order to evidence
and secure Draws under the Line of Credit Agreement, it is necessary to provide for the
execution of the Master Bond. The Mayor is authorized to execute and deliver, and the
Clerk is authorized to attest and affix the seal to, the Master Bond substantially in the
form attached to the Line of Credit Agreement as Exhibit B, with such changes,
insertions and additions as they may approve, their execution thereof being evidence of
such approval. The Clerk is hereby designated Registrar and Paying Agent for the
Master Bond. The Clerk shall keep adequate books and records to identify the holder of
the Master Bond.
SECTION 10. DRAWS TO BE MADE BY CERTAIN AUTHORIZED
OFFICERS. Any Authorized Officer is authorized to make Draws under the Line of
Credit Agreement pursuant to the terms and provisions of the Line of Credit Agreement
and to execute such Draw Requests that are required by the Bank; provided, however, the
following must be satisfied prior to any such Draw being made:
(A) the interest rate on the Draw must not exceed the Interest Rate (as
determined in accordance with the Line of Credit Agreement);
(B) the principal amount of the Draw, together with all other Draws previously
or simultaneously made under the Line of Credit Agreement, does not exceed
$16,000,000;
(C) the proceeds of the Draw are scheduled to be applied to finance or refinance
all or a portion of the costs of capital improvements that have been approved by the
Board of County Commissioners, as more particularly described in the Line of Credit
Agreement;
(D) no Event of Default shall have occurred and be continuing under the Line
of Credit Agreement or the Resolution;
(E) the provisions of Section.. 5.02(A) of the Resolution are complied with; and
(F) all other conditions required under the Line of Credit Agreement for
making a Draw have been satisfied.
5
SECTION 11. GENERAL AUTHORIZATION. The Mayor, the Cleric,
and the County Administrator are authorized to execute and deliver such documents,
instruments and contracts, whether or not expressly contemplated hereby, and the County
Attorney, Bond Counsel 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 terms, covenants,
provisions and agreements herein and therein contained, or as otherwise may be
necessary or desirable to effectuate the purpose and intent of this Resolution.
SECTION 12. 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.
SECTION 13. 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 October,
2014.
Mayor Sylvia Murphy
Mayor Pro Tem Danny Kolhage
Commissioner Heather Carruthers
Commissioner George Neugent
Commissioner David Rice
BOARD OF COUNTY COMMISSIONERS
(Seal) OF MONROE COUNTY, FLORIDA
Attest: AMY HEAVILIN, Clerk
By: By:
Deputy Clerk Mayor
MONROE COUNTY ATTORNEY
AFO°JA �TO »
NTH IA L. I LLWr
A 6 TANT OUNTY ATTORNEY
Date., ���,� �.,.,
EXHIBIT A
PROPOSAL OF PNC BANK, NATIONAL ASSOCIATION
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Monroe County, Florida
Response to the Request for Bank Loan Proposals for the Infrastructure
Sales Surtax Revenue Line of Credit
August 25, 2014
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Presented by:
PNC Bank, National Association
16740 San Carlos Boulevard
Ft. Myers, Florida 33908
Cover Letter
.....................-...... ..............
Date: August 25,2014
To: Mr.Kevin Madok,Monroe County,Florida-Senior Director,Senior Planning
Mr. Sergio Masvidal,Director-Public Financial Management
Mr.Pedro Varona,AnalystPublic Financial Management
From: PNC Bank,National Association
Re- Request for Proposal("UP")Monroe County,Florida--Infrastructure Sales Surtax Revenue
Line of Credit in an amount not to exceed$16,000,000.
........... -------.........._1.__.1___1111...............
Dear Mr. Madok,Mr. Masvidal and Mr. Varona:
Attached you will find the terms and conditions for a Bank Line of Credit for Monroe County, Florida
(the "County") for $16,000,000 Tax-Exempt NBQ Infrastructure Sales Surtax Revenue Non-Revolving
Line of Credit. PNC Bank,National Association("PNC Bank")is excited for the opportunity to assist the
County in the completion of this transaction.
PNC Bank brings a team-oriented approach to each financing, offering deep industry experience and
sound technical expertise. Furthermore,we believe in developing full relationships with our clients. We
work hard to comprehensively understand our clients' unique financial needs and leverage the complete
capabilities of the institution to respond with thorough,thoughtful solutions.
PNC is pleased to be able to support the County with this credit financing solution and aims to complete
the transaction in a timely fashion. If you have any questions or need any additional information, please
do not hesitate to contact Nick at 239-437-3736 or via email at nicholas.ayotte@pnc.com.
Regards,
Nicholas Ayotte
Vice President
239-437-3736;nicholas.ayotte@pne.com
PNC Bank,National Association
...................___..... ....... ................................. ............. ......
E PNC
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PNC Bank Preliminary Term Sheet: Bank Line of Credit
illis Sum ma 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 ally 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 facility or direct placement and is intended for discussion purposes
only.
MONROE COUNTY, FLORIDA
SUMMARY OF TERMS AND CONDITIONS
August 25,2014
Borrower Monroe County, Florida("County"or the"Borrower")
Bank PNC Bank,National Association(the"Bank")
Variable Rate
Non-Revolving
Line of Credit The Line of Credit would be offered by the Bank subject to the
provisions of an Agreement with the final terms subject to approval by
the County and the Bank. The purpose is to provide up to $16,000,000
to provide for funding the County's various capital improvement
projects, including the final phases of the CudJoe Key wastewater
project and for funding various phases of the County's road
rehabilitation program,
Collateral The 2014 Bank Line of Credit shall be secured forthwith
equally and ratable by a pledge of and senior lien upon (i) all amounts
received by the County from the Discretionary Sales Surtax Clearing
Trust Fund referred to in Section 212.054(4)(B), Florida Statutes,
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 Surtax Revenues"), and (ii) until applied in accordance with the
provisions of the Resolution, all moneys, including investments
thereof, in certain funds and accounts established pursuant to the
Resolutions (collectively, the "Pledged Funds"). The 2014 Bank Line
of Credit will be on senior parity with the Series 2007 Bonds.
.............. -—----------—
0 'PNC
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PNC Bank Preliminary Term Sheet: Bank Line of Credit
..... ..........- ---- ........... ... .......
$16,000,000 Bank Non-Revolvinj! Line of Credit
Amortization &
Maturity for the
2014 Bank Non
Revolving Line
of Credit All outstanding principal due and payable in full on the final maturity
date of December 31, 2016. This 2014 Non-Revolving Line of Credit
must close no later than October 24, 2014, unless otherwise approved
by the Bank. This facility must also be drawn in an amount of no less
than $8,000,00�0 (or 50%) by the end of the first 12 months or a non-
use fee of 10 basis points will be applied dating back to the Line
origination date and paid based on the undmwn amounts. This non-
use fee will continue past the 12-month anniversary until 50% of the
Line is drawn. Minimum draws will be in denominations of$100,000,
Interest Repayment
For the 2014 Bank
Non-Revolving Line
of Credit Interest will be due and payable on the first day of each month
commencing on the first day of the next succeeding month after the
closing date. Interest for this facility will accrue on an Act/360 basis.
Variable Interest
Rate for the 2014
Bank Non-Revolving
Line of Credit Tax-Exempt Non-Bank Qualified Variable Rate:
(70%of I Month Libor)+.51%
Synthetic Fixed
Interest Rate Note If the County would like additional information regarding the merits of
interest rate hedging and separating,the source of capital from
managing the interest rate risk, Dodd-Frank and the SEC Municipal
Advisor Rule require PNC to obtain executed safe harbor letters,
attached herein as Exhibits A,B,and C. Alternatively, the County
could take action online and adhere to the ISDA protocol by matching
to PNC(PNC or your advisor can provide assistance with this method
if needed).
Default Rate Prime+3.00%or maximum allowable by law, whichever is less.
Prepayment Prepayment at any time without penalty. The prepayment must be
made on a I Month Libor reset tranche date.
............... .......... -------........................
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PNC Bank Preliminary Term Sheet: Batik Line of Credit
..... ........................... .. .... ......
Note Prior to the Line of Credit Maturity Date and subject to credit
approval, the Bank is willing to discuss the option of renewing the
Bank Line of Credit as a fixed rate term loan under terms and
conditions mutually acceptable to the Bank and the Board. Further, on
Dec 31, 2016, at the option of the County, the outstanding balance of
the Line of Credit can be termed out at the lesser of Prime+4.00% or
the maximum allowable by law, with level debt service over the
following 8 years(final maturity of 4/l/2024).
Yield Protection If an event of taxability occurs due to action (or inaction) caused by
the County, the interest rate charged on the outstanding principal
balance of the Line 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
determination of taxability.
Covenants Covenants as contained in the Resolution (Article V) and Line of
Credit Agreement. Affirmative and negative covenants will be
specified by the Bank for inclusion in the Line of Credit documents,
The Bank will require consent to amendments and waiver in the Event
of a Default, including a Credit Default.
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 Line 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 Line. Legal fees will be for the account of the Board after
documentation of the transaction has started, regardless of whether the
transaction closes. Mr. Duane Draper of Bryant Miller Olive P.A. will
serve as bank counsel and review-only(i.e. no opinion) fees would be
$7,500 for the Line of Credit.
Representations
And Warranties The Borrower shall make representations and warranties standard for
this type of transaction, in form and substance satisfactory to the Bank.
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 Line of Credit in form and
substance satisfactory to the Bank,
......................... ................... .....
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2) Satisfactory review of other agreements relating to the Line of
Credit.
PN C
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PNC Bank Preliminary Term Sheet. Bank Line of Credit
3) Evidence that the Line of Credit is on parity with all other senior
debt obligations.
4) Evidence that Borrower is authorized to enter into this
transaction.
5) No material adverse change in the condition, financial or
otherwise, operations, properties, assets or prospects of the
Borrower.
6) No material threatened or pending litigation against the borrower
or additional material contingent obligations of the Borrower.
7) Delivery of opinions of counsel.
8) Payment of all legal fees.
Reporting
Requirements 1) Annual audited financial statements for the Borrower within 270
days of the Borrower's fiscal year end.
2) Budgets, forecasts and other items as may be reasonably requested
by the Bank which are prepared by the Borrower
Events of Default(including those contained in Article VI of the Resolution)
1) Payment default.
2) Breach of Representations or Warranties.
3) Violation of covenant(s).
3) Bankruptcy, insolvency.
4) Cross Default to other parity indebtedness or any condition which
results in the acceleration or put rights of other indebtedness of the
Borrower.
5) Line of Credit documents unenforceable.
6) Adverse judgments.
7) Default under governing bond documents
Other Events of Default as appropriate
6
PNC Bank Preliminary Term Sheet: Bank Line of Credit
Documentation Resolution and other Line of Credit 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.
Governing Law State of Florida. Consent to Florida Jurisdiction. Waiver of jury trial.
Indemnification Standard indemnification of the Bank by the Borrower will apply.
Tax Treatment Interest on the Line of Credit shall be excludable from gross income
for federal income tax purposes. The County shall take all steps
necessary to maintain such tax exempt status for the Line of Credit.
The Bank shall be provided an opinion of tax counsel satisfactory to
the Bank which concludes that interest on the Line of Credit is
excludable from gross income for federal income tax purposes.
Expiration Unless this proposal is accepted by the Borrower in writing, this
proposal expires October 24, 2014. The final funding date must also
be acceptable to the Bank. Rate lock provisions also apply.
Accepted:
MONROE COUNTY, FLORIDA
By:
Title:
Dated:
MONROE COUNTY AT TORNE
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EXHIBIT B
FORM OF LINE OF CREDIT AGREEMENT
LINE OF CREDIT AGREEMENT
BETWEEN
MONROE COUNTY, FLORIDA
AND
PNC BANK, NATIONAL ASSOCIATION
Dated as of October 21, 2014
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITION OF TERMS
SECTION 1.01. DEFINITIONS...................................................................................2
SECTION 1.02. INTERPRETATION..........................................................................5
SECTION 1.03. TITLES AND HEADINGS ...............................................................5
ARTICLE 11
REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR
MASTER BOND
SECTION 2.01. REPRESENTATIONS BY THE COUNTY......................................6
SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE BANK...................................................7
SECTION 2.03. TAX COVENANT.............................................................................7
SECTION 2.04. MASTER BOND AND DRAWS NOT TO BE
INDEBTEDNESS OF THE COUNTY OR STATE....................8
SECTION 2.05. SECURITY FOR MASTER BOND AND DRAWS.........................8
SECTION 2,06. PAYMENT COVENANT..................................................................8
ARTICLE III
DESCRIPTION OF MASTER BOND AND DRAWS; PAYMENT TERMS;
OPTIONAL PREPAYMENT
SECTION 3.01. DESCRIPTION OF THE MASTER BOND AND DRAWS............9
SECTION 3.02. OPTIONAL PREPAYMENT.......................................................... I I
SECTION 3.03. ADJUSTMENTS TO INTEREST RATES ..................................... I I
ARTICLE IV
CONDITIONS FOR DRAWS
SECTION 4.01. CONDITIONS FOR DRAWS......................................................... 13
ARTICLE V
EVENTS OF DEFAULT; REMEDIES
SECTION 5.01. EVENTS OF DEFAULT................................................................. 16
SECTION 5.02. REMEDIES...................................................................................... 16
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO
THIS AGREEMENT OR THE BOND RESOLUTION............ 18
SECTION 6.02. COUNTERPARTS........................................... ............................... 18
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SECTION 6.03. SEVERABILITY............................................................................. 18
SECTION 6.04. TERM OF AGREEMENT............................................................... 18
SECTION 6.05. NOTICE OF CHANGES IN FACT................................................. 18
SECTION 6.06. NOTICES......................................................................................... 19
SECTION 6.07. INCORPORATION BY REFERENCE........................................... 19
SECTION 6.08. ASSIGNMENT................................................................................ 19
SECTION 6.09. WAIVER OF JURY TRIAL; APPLICABLE LAW AND
JLTdSDICTION. ........................................................................ 19
EXHIBITS
A - FORM OF DRAW CERTIFICATE
B - FORM OF MASTER BOND
C - FORM OF DRAW REQUEST
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This LINE OF CREDIT AGREEMENT (the "Agreement") is made and entered
into as of October 21, 2014, by and between MONROE COUNTY, FLORIDA, a
political subdivision of the State of Florida duly organized and validly existing under the
laws of the State of Florida, and its successors and assigns (the "County"), and PNC
BANK, NATIONAL ASSOCIATION, a national banking association authorized to do
business in the State of Florida, and its successors and assigns (the "Bank");
WITNESSETH:
WHEREAS, the County is authorized under applicable provisions of Florida law
to, among other things, acquire, construct, equip, own, sell, lease, operate and maintain
various capital improvements and public facilities to promote the welfare and economic
prosperity of the residents of the County and to borrow money to finance and refinance
the acquisition, construction, equipping and maintenance of such capital improvements
and public facilities; and
WHEREAS, the County finds it necessary and in the best interests of the County
to finance from time to time the costs for the planning, design, development, acquisition,
construction, reconstruction, equipping and maintenance of various capital improvements
and public facilities to be more particularly described and identified as provided herein
and all incidental costs relating thereto (collectively, the "Projects"); and
WHEREAS, the County finds and shall find that the Projects will serve a public
purpose under the Act(as defined herein); and
WHEREAS, the Bank is willing to make available to the County, and the County
is willing to enter into, a non-revolving, line of credit arrangement pursuant to the terms
and provisions of this Agreement in an aggregate principal amount of not exceeding
$16,000,000 (unless otherwise adjusted upward in accordance with the terms hereof)
under which the County may draw moneys from time to time to finance or refinance the
costs of Projects.
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:
ARTICLE I
DEFINITION OF TERMS
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. All capitalized terms not defined herein shall have the
meanings ascribed thereto in the hereinafter defined Bond Resolution.
"Act" shall have the meaning ascribed thereto in the Bond Resolution.
"Agreement" shall mean this Line of Credit Agreement, dated as of October 21,
2014, by and between the County and the Bank and any and all modifications,alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Authorized Officer" shall have the meaning ascribed thereto in the Bond
Resolution.
"Bank" shall mean PNC Bank, National Association and its successors and
assigns. "Bank" shall include any subsequent holder of the Master Bond.
"Board" shall mean the Board of County Commissioners of Monroe County,
Florida.
"Bond Counsel" shall have the meaning ascribed thereto in the Bond Resolution.
"Bond Resolution" shall mean Resolution No. 077-2003, adopted by the Board
on February 19, 2003, as amended and supplemented, particularly as supplemented by a
resolution adopted by the Board on October 17, 2014, authorizing the issuance of the
Master Bond and the execution and delivery of this Agreement.
"Business Day" shall mean any day other than a Saturday or Sunday or legal
holiday on which commercial banks are authorized or required to be closed for business
in New York,New York.
"Clerk" shall have the meaning ascribed thereto in the Bond Resolution.
"Code" shall have the meaning ascribed thereto in the Bond Resolution.
"County" or "Issuer" shall mean Monroe County, Florida, a political subdivision
of the State of Florida duly organized and validly existing under the laws of the State of
Florida.
"County Administrator" shall mean the County Administrator of the County, or
his or her authorized designee.
2
"Date of Issuance" shall mean, in the case of each Draw, the date such Draw is
funded. The Date of Issuance for each Draw will be set forth in the corresponding Draw
Request.
"Default .Rate" shall mean the lesser of(a) the sum of the Prime Rate plus three
percent (3.00%) per annum or(b) the maximum rate permitted by law.
"Determination of Taxability" shall mean the circumstance of interest paid or
payable on the Master Bond or any Draw becoming includable for federal income tax
purposes in the gross income of the Bank for any reason whatsoever and regardless of
whether the same was within or beyond the control of the County. A Determination of
Taxability shall be evidenced by either (a) the receipt by the County or the Bank of an
original or a copy of an Internal Revenue Service Technical Advice Memorandum or
Statutory Notice of Deficiency which holds that any interest payable on the Master Bond
or any Draw is includable in the gross income of the Bank or (b) the issuance of any
public or private ruling of the Internal Revenue Service that any interest payable on the
Master Bond or any Draw is includable in the gross income of the Bank; provided, no
Determination of Taxability shall be deemed to occur unless the County has been given,
to the extent permitted by law, an opportunity to participate in and seek, at the County's
own expense, a final administrative determination by the Internal Revenue Service or
determination by a court of competent jurisdiction(from which no further right of appeal
exists) as to the occurrence of such Determination of Taxability. For all purposes of this
definition, a Determination of Taxability will be deemed to occur on the first date as of
which the interest on the Master Bond or any Draw is deemed includable in the gross
income of the Bank.
"Draw" or "Drawing" shall mean a borrowing of money against the Master
Bond in accordance with this Agreement.
"Draw Certificate" shall mean the certificate of the County required to be
delivered with respect to each Draw pursuant to Section 4.01(a) hereof, the form of which
is attached hereto as Exhibit A.
"Draw Request" shall mean the written request of the County to the Bank to
make a Draw against the Master Bond pursuant to Section 4.01(a) hereof and approved
by the Bank, the form of which is attached hereto as Exhibit C.
"Event of Default" shall have the meaning ascribed thereto in Section 5.01
hereof.
"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.
3
"Interest Rate" shall mean (1) for the period commencing on the date hereof
through and including December 31, 2016, a variable rate of interest equal to the sum of
(a) 70% of One-Month LIBOR, plus (b) 0.51% and, (2) if the County elects to extend the
final maturity date of the Master Bond from December3t, 2016 to April 1, 2024 in
accordance with Section 3.01(d) hereof, a variable rate of interest equal to the sum of the
Prime Rate plus four percent (4.00%) for the period commencing on January 1, 2017
through and including April 1, 2024, provided the Interest Rate shall never exceed the
maximum rate permitted by law.
"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
System (or any successor) for determining the reserve requirements (including, without
limitation, supplemental, marginal and emergency reserve requirements) with respect to
eurocurrency funding(currently referred to as "Eurocurrency liabilities").
"Master Bond" shall mean the Monroe County, Florida Infrastructure Sales
Surtax Master Revenue Bond (PNC Bank Line of Credit), Series 2014, authorized by the
Bond Resolution and more particularly described in Article III hereof.
"Mayor" shall have the meaning ascribed thereto in the Bond Resolution.
"One-Month LIBOR" shall mean, for each Reset Date, the interest rate per
annum determined by the Bank by dividing (i) the rate which appears on the Bloomberg
Page BBAMI (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 Bank as an 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 (an "Alternate Source"),
at approximately 11:00 a.m., London time, two (2) Business Days prior to such Reset
Date, as the one (1) month London interbank offered rate for U.S. Dollars commencing
on such Reset Date (or if there shall at any time, for any reason, no longer exist a
Bloomberg Page BBAM I (or any substitute page) or any Alternate Source, a comparable
replacement rate determined by the Bank at such time (which determination shall be
conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR
Reserve Percentage.
"Pledged Funds" shall have the meaning ascribed thereto in the Bond Resolution.
"Prime Rate" means that index rate of interest which the Bank from time to 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
Bank, or if such rate is no longer announced, such comparable prime rate as shall be
published in the Wall Street Journal.
4
"Project" or "Projects" shall refer to the planning, design, development,
redevelopment, acquisition, construction, equipping and maintenance, from time to time,
of various capital improvements and public facilities in the County including the costs
associated therewith financed or refinanced from the proceeds of the Draws. Each
Project to be financed or refinanced by each Draw shall be described in a Draw Request
delivered on or before the funding of the Draw, all as more particularly described in
Section 4.01 hereof
"Reset Date" shall mean the first day of each month.
"State" shall mean the State of Florida.
"Tax Certificate" shall have the meaning ascribed thereto in Section 2.03 hereof.
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
capitalized terms used in this Agreement not herein defined shall have the meaning
ascribed to such terms in the Bond 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
articles and sections of this Agreement, which have been inserted for convenience of
reference only and are not to be considered a part hereof, shall not in any way modify or
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
any question of intent should arise.
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5
ARTICLE II
REPRESENTATIONS,WARRANTIES AND COVENANTS;
SECURITY FOR MASTER BOND
SECTION 2.01. REPRESENTATIONS BY THE COUNTY. The County
represents, warrants and covenants that:
(a) The County is a political subdivision of the State. Pursuant to the Bond
Resolution, the County has duly authorized the execution and delivery of this Agreement
and the Master Bond, the performance by the County of all of its obligations hereunder
and under the Master Bond, and the issuance of the Master Bond in the aggregate
principal amount not to exceed $16,000,000 (unless adjusted in accordance with the
terms hereof).
(b) The County has complied with all of the provisions of the Constitution and
laws of the State, including the Act, and has full power and authority to enter into and
consummate all transactions contemplated by the Bond Resolution, this Agreement, or
under the Master Bond, and to perform all of its obligations hereunder and under the
Master Bond. 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,
(c) The County is duly authorized and entitled to adopt the Bond Resolution,
issue the Master Bond and execute and deliver this Agreement and, when this Agreement
is executed and delivered and the Master Bond is issued in accordance with the terms of
this Agreement, the Bond Resolution, the: Agreement and the Master Bond will each
constitute a legal, valid and binding obligation of the County enforceable in accordance
with their 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.
(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 the Bond Resolution, this
Agreement or under the Master Bond.
(e) The County will furnish to the Bank within 270 days after the close of each
Fiscal Year of the County a copy of the annual audited financial statements of the
County. The County shall also provide the Bank with a copy of the annual budget of the
County each year within 30 days of the adoption of such budget and any other
information reasonably requested by the Bank.
6
(f) The financial information concerning the County heretofore delivered to the
Bank is complete and correct and fairly presents the financial condition of the County for
the period(s) referred to. 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, to the County's knowledge,
threatened), and the County has not guaranteed the obligations of, or made any
investment in or loans to,any person except as disclosed in such information.
SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE BANK. The Bank hereby represents, warrants and agrees that
it is authorized to execute and deliver this Agreement and to: perform its obligations
hereunder, and such execution and delivery will not constitute a violation of its articles of
incorporation or bylaws. Pursuant to the terms and provisions of this Agreement, the
Bank agrees to establish a line of credit on behalf of the County pursuant to which it will
make one or more loans to the County for the purpose of financing or refinancing the
costs of Projects.
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 Draws made
against the Master Bond, the County shall comply with each requirement of the Code
applicable to the Master Bond and the Draws. In furtherance of the covenant contained
in the preceding sentence, the County agrees to continually comply with the provisions of
the Certificate as to Arbitrage and Certain Tax Matters executed in connection with the
issuance of the Master Bond, as the same may be amended or supplemented from time to
time, as a source of guidance for achieving compliance with the Code (referred to herein
as the "Tax Certificate").
(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 Master Bond
pursuant to Section 148(f)of the Code.
(c) So long as necessary in order to maintain the exclusion from gross income
of interest on the Draws for Federal income tax purposes, the covenants contained in this
Section shall survive the payments of the Draws and the interest thereon, including any
payment or defeasance thereof.
(d) The County shall not take or permit any action or fail to take any action
which would cause the Master Bond to be an "arbitrage bond" within the meaning of
Section 148(a)of the Code.
7
SECTION 2.04. MASTER BOND AND DRAWS NOT TO BE
INDEBTEDNESS OF THE COUNTY OR STATE. The Master Bond shall not be or
constitute general obligations or indebtedness of the County as a "bond" within the
meaning of any constitutional or statutory provision, but shall be a special obligation of
the County, payable solely from and secured by a lien upon and pledge of the Pledged
Funds with and to the extent set forth herein and in the Bond Resolution. No holder of
the Master Bond shall ever have the right to compel the exercise of any ad valorem taxing
power to pay such Master Bond or any Draw thereunder, or be entitled to payment of
such Master Bond or any Draw thereunder from any moneys of the County except from
the Pledged Funds in the manner provided herein and in the Bond Resolution
SECTION 2.05. SECURITY FOR MASTER BOND AND DRAWS. The
Master Bond shall constitute a "Bond" as defined in the Bond Resolution and shall be
deemed to have been issued pursuant to the Bond Resolution the same as all other Bonds
Outstanding thereunder, and all of the covenants and other provisions of the Bond
Resolution shall be for the equal benefit, protection and security of the Bank and the
holders of all other Bonds heretofore or hereafter issued pursuant to the Bond Resolution.
The payment of the principal of and interest on the Master Bond shall be secured
forthwith equally and ratably by a pledge of and lien upon the Pledged Funds to the
extent and in the manner provided in the Bond Resolution.
SECTION 2.06. PAYMENT COVENANT. The County covenants that it
shall duly and punctually pay from the Pledged Funds the principal of and interest on the
Draws at the dates and place and in the manner provided herein and in the Master Bond
according to the true intent and meaning thereof and all other amounts due under this
Agreement. Failure to comply with this Section 2.06 shall result in an Event of Default
under Section 5.01(a)hereof.
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8
ARTICLE III
DESCRIPTION OF MASTER BOND AND DRAWS; PAYMENT TERMS;
OPTIONAL PREPAYMENT
SECTION 3.01. DESCRIPTION OF THE MASTER BOND AND
DRAWS. (a) At or prior to the date the County makes the initial Draw against the
Master Band pursuant to Section 4.01(b) of this Agreement, the County shall, pursuant to
the authority granted under the Bond Resolution, issue and deliver the Master Bond to the
Bank, which bond shall be in an amount equal to SIXTEEN MILLION AND 00/100
DOLLARS ($16,000,000.00) (unless adjusted upward in accordance with the terms
hereof) and shall be designated as the "Monroe County, Florida Infrastructure Sales
Surtax Master Revenue Bond (PNC Bank Line of Credit), Series 2014." The text of the
Master Bond shall be substantially in the form attached hereto as Exhibit B, with such
omissions, insertions and variations as may be necessary and desirable to reflect the
particular terms of each Master Bond. The provisions of the form of the Master Bond are
hereby incorporated in this Agreement.
(b) The Master Bond shall be dated the date of its delivery. The Master Bond
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 Master Bond, shall cease to be such officer of the County before the Master
Bond so signed and sealed shall have been actually delivered, such Master Bond may
nevertheless be delivered as herein provided and may be issued as if the person who
signed or sealed such Master Bond had not ceased to hold such office. The Master Bond
may be signed and sealed on behalf of the County by such person who at the actual time
of the execution of such Master Bond shall hold the proper office, although at the date the
Master Bond shall actually be delivered, such person may not have held such office or
may have been so authorized.
(c) The cumulative aggregate principal amount of all Draws that may be made
hereunder and against the Master Bond shall not exceed SIXTEEN MILLION AND
00/100 DOLLARS ($16,000,000.00) (unless adjusted upward in accordance with the
terms hereof). The Master Bond shall originally be issued in the denomination of
$16,000,000. Each Draw made against the Master Bond shall be numbered consecutively
and designated as "Draw Number " All Draws shall be made by the County in
accordance with Article IV hereof. All Draws made against the Master Bond in
accordance with Article IV hereof shall bear interest from the respective Date of Issuance
of such Draws, at the applicable Interest Rate, as the same may be adjusted pursuant to
Section 3.03 hereof.
(d) Subject to the adjustments set forth in Sections 3.03 and 5.02(c) hereof, all
Draws made against the Master Bond shall bear interest at the applicable Interest Rate.
9
The Interest Rate shall be adjusted as of the first day of each month to reflect changes in
the Prime Rate or One-Month LIBOR, as the case may be. Interest on all Draws made
against the Master Bond shall be payable monthly on the first day of each month (each an
"Interest Payment Date") so long as any amount under the Master Bond remains
outstanding, interest on a particular Draw commencing on the first Interest Payment Date
which next succeeds by at least 10 days the date the Draw was made. All Draws shall be
due and payable on December 31, 2016; provided, however, the County, in its sole
discretion, may elect to extend such payment date to April 1, 2024. If the County makes
such election, the outstanding principal amount of all Draws as of December 31, 2016
shall be amortized through April 1, 2024 on an approximately level annual debt service
basis, assuming for purposes of this calculation the Interest Rate then in effect, with
principal being due and payable on April I of each year commencing April 1, 2017. The
principal amortization schedule is subject to the Bank's prior written approval, such
approval not to be unreasonably withheld. The County shall provide the Bank with 30
days' prior notice of its election to so extend the payment date. Each Draw must be in
denominations of$100,000. When all Draws have been paid in full in accordance with
the terms hereof and no other Draws may be made hereunder, the Bank shall cancel the
Master Bond and deliver it to the County or shall otherwise provide evidence to the
County that such Master Bond has been cancelled. Interest on all. Draws made against
the Master Bond shall be calculated on an actual/360-day year basis.
(e) All payments of principal of and interest on Draws made against the Master
Bond shall be payable in any coin or currency of the United States which, at the time of
payment, is legal tender for the payment of public and private debts and shall be made to
the Bank (i) in immediately available funds, (ii) by delivering to the Bank no later than
the payment date a check or draft of the County, or (iii) in such other manner as the
County and the Bank shall agree upon in writing.
(f) There will be no Bank fees to maintain the Line of Credit provided the
County makes Draws in an aggregate principal amount of no less than $8,000,000 by
October 21, 2015. if the County fails to make Draws in an aggregate principal amount of
at least $8,000,000 by October 21, 2015, the County will be charged a non-use fee equal
to 10 basis points (0.10%) per annum of the principal amount not drawn against the
Master Bond as of and after October 21, 2015. Such fee shall be calculated on a
retroactive basis from October 21, 2014 and shall continue to accrue until an aggregate
principal amount of $8,000,000 shall be drawn against the Master Bond. Any past due
amounts shall be due and payable on October 21, 2015 and all amounts accruing
thereafter shall be payable on the first day of each subsequent month. Except as provided
in Section 5.02(b), the Bank shall pay for all of its costs, including any legal fees and
expenses, relating to servicing the line of credit. The County shall pay legal fees of
$7,500.00 to counsel for the Bank in connection with the issuance of the Master Bond.
10,
SECTION 3.02. OPTIONAL PREPAYMENT. The County may prepay and
redeem any Draw or all Draws made against the Master Bond, in whole or in part, on any
scheduled Interest Payment Date by paying to the Bank the principal amount of the Draw
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. Each
prepayment of a Draw shall be made on such date and in such principal amount as shall
be specified by the County in a notice delivered to the Bank not less than twenty (20)
days prior thereto specifying the principal amount of the Draw or Draws to be prepaid
and the date of such prepayment. Upon any partial prepayment as provided herein, such
prepayment shall be applied in the inverse order of principal amounts payable on such
Draw or Draws, unless the Bank and the County shall mutually agree to a revised
amortization of the outstanding principal amount, if any, of such Draw or Draws and the
Bank shall provide the County with evidence of such revised amortization. Notice
having been given as aforesaid, the principal amount of the Draw stated in such notice or
the whole thereof, as the case may be, shall 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 Draw or portion thereof to be prepaid, together with interest to the
prepayment date on such amount, shall have been paid to the Bank as above provided,
then from and after the prepayment date interest on such portion of the Draw shall cease
to accrue. If said moneys shall not have been so paid on the prepayment date, such
principal amount of such Draw or portion thereof shall continue to bear interest until
payment thereof at the rate or rates provided for in this Agreement.
SECTION 3.03. ADJUSTMENTS TO INTEREST RATES. (a) While the
Master Bond remains outstanding, upon the occurrence of a Determination of Taxability,
the Interest Rate on applicable Draw amounts shall be adjusted in such manner as shall be
determined by the Bank, absent manifest error, as shall be necessary to provide to the
Bank an after-tax yield on the then outstanding principal amount of the Master Bond
equal to the after-tax yield to the Bank, if such Determination had not been made, from
the date such interest must be included in such gross income, whereupon the County shall
reimburse the Bank for the difference between (i) the interest then due computed at the
adjusted rate, and (ii) the interest previously paid on such Draws at the unadjusted rate,
along with all costs, expenses, penalties, attorneys' fees and all other losses incurred by
the Bank as a result of such Determination of Taxability (but not due to any negligent
delay of the Bank), within 30 days after the date a written notice (including a copy of the
Determination of Taxability) is delivered by the Bank to the County stating that such a
Determination has been made and stating the amount that is then due. The obligation to
pay such additional interest and such other costs, expenses, penalties, attorneys' fees and
other losses shall survive the payment of the principal of the Master Bond until such time
as the federal statute of limitations under which the interest on the Master Bond could be
declared taxable under the Code shall have expired; provided, however, any such
11
obligation shall be payable solely from Pledged Funds in the manner and to the extent
described in the Bond Resolution.
(b) The Bank shall promptly notify the County in writing of any adjustments
pursuant to this Section 3.03. Such adjustments shall become effective as of the effective
date of the event causing such adjustment. Adjustments pursuant to this Section 3.03
may be retroactive. The Bank shall certify to the County in writing the additional
amount, if any, due to the Bank relating to applicable Draws as a result of an adjustment
pursuant to this Section 3.03. Notwithstanding any provision of this Section 3.03 to the
contrary, in no event shall the Interest Rate on any Draw exceed the maximum rate
permitted by law.
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ARTICLE IV
CONDITIONS FOR DRAWS
SECTION 4.01. CONDITIONS FOR DRAWS. (a) In connection with any
Draw, the Bank shall not be obligated to make any loan under this Agreement unless,at or
prior to the date specified for the making thereof the County delivers to the Bank a Draw
Request of the County's intention to make a Draw at least seven (7)business days prior to
the date specified for such Draw. Such Draw Request shall be substantially in the form
attached hereto as Exhibit C. Such Draw Request must be signed by an Authorized
Officer in connection with each Draw. On or prior to the date of any Draw, the County
shall provide the Bank with a certificate signed by an Authorized Officer substantially in
the form attached hereto as Exhibit A and with a certificate showing compliance with
Section 5.02(A) of the Bond Resolution (including as an attachment thereto mathematical
computations that support such certification)..
(b) On or before the date the initial Draw is made against the Master Bond, the
County shall have caused to be delivered to the Bank the following items in form and
substance acceptable to the Bank:
(i) A fully executed Tax Certificate relating to the Master Bond and
such initial Draw;
(ii) A copy of a completed and executed Form 8038-G to be filed with
the Internal Revenue Service;
(iii) An industry standard opinion of Bond Counsel to the effect that (A)
the Agreement and the Master Bond, as the case may be, have been duly
authorized by the County and are enforceable obligations in accordance with their
terms (enforceability of such instruments may be subject to standard bankruptcy
exceptions and the like), and (B) interest on the Master Bond and initial Draw
shall be excluded from gross income for federal income tax purposes and will not
be treated as a preference item for purposes of computing the alternative minimum
tax imposed by (however, the interest on the Master Bond is taken into account in
determining adjusted current earnings for the purpose of computing the alternative
minimum tax on certain corporations [as defined for federal tax purposes]);
(iv) An opinion of the County Attorney in form and substance acceptable
to the Bank and Bond Counsel; and
(v) Such additional certificates, instruments and other documents as the
Bank or its Counsel or Bond Counsel, or the County Attorney may deem
necessary or appropriate.
1.3
(c) Upon satisfaction of the conditions set forth in paragraphs (a) and (b)
above, the County may borrow up to $16,000,000 from the Bank pursuant to one or more
Draws. After such time as $16,000,000 in cumulative principal amount (irrespective of
any payments or prepayments on the principal balance then outstanding) of Draws shall
have been issued hereunder, the Bank shall not be required to honor any further Draws;
provided, however, that if the Bank and the County agree in writing to increase the
amount available to be drawn by the County on the line of credit provided by the Bank
pursuant to this Agreement, such$16,000,000 limitation shall be increased to such agreed
upon amount. The County shall apply the proceeds of each Draw to finance or refinance,
or reimburse itself for prior expenditures incurred for, the costs of the Project relating to
the Draw, which shall include, but not be limited to:
(i) The costs of architectural and engineering services related to the
Project, including, without limitation, the costs of preparation of studies, surveys,
reports, tests, plans and specifications;
(ii) The costs of legal, accounting, marketing and other special services
related to the Project;
(iii) Costs and fees incurred in connection with the issuance of the
Master Bond or the making of a Draw;
(iv) Fees and charges incurred in connection with applications to federal,
state and local governmental agencies for any requisite approval or permits
regarding the acquisition and construction of the Project;
(v) Costs incurred in connection with the acquisition of the sites for the
Project, including any necessary rights-of-way, easements or other interests in real
or personal property;
(vi) Costs incurred in connection with the acquisition, construction,
improvement or extension of the buildings, structures and facilities comprising the
Project;
(vii) Costs incurred in connection with the acquisition and installation of
any machines, equipment, fixtures, appurtenances or personal property of any kind
or nature, which are to comprise a part of the Project;
(viii) Interest on Draws accruing prior to the completion date of the
Project; and
(ix) To the extent permitted by law, other costs and expenses relating to
the Project which are incurred for the purpose of providing for the Project.
14
(d) Each Draw Request shall constitute a covenant and reaffirmation of the
County that the warranties and representations in this Agreement, the Bond Resolution
and the Master Bond are still true and correct, that the Bond Resolution, Master Bond and
this Agreement are in full force and effect and have not been amended, modified or
superseded except as provided pursuant to Section 6.01 hereof, that all of the terms and
conditions of this Agreement have been and are being complied with, and that no Event
of Default or event which, with the giving of notice or passage of time or both, would
constitute an Event of Default hereunder has occurred as of the date of the Draw.
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1,5
ARTICLE V
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 then
due on any Draw;
(b) Any representation or warranty of the County contained in Article II of this
Agreement or any certificate provided the Bank under Article IV shall prove to be untrue
in any material respect on the date made or deemed made;
(c) Any covenant of the County contained in Article H of this Agreement shall
be breached or violated for a period of thirty (30) days after the County's notice of such
breach or violation, unless the Bank shall agree in writing to an extension of such time
prior to its expiration;
(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
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
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 under the Bond Resolution or with respect to any
Subordinated Indebtedness,
SECTION 5.02. REMEDIES. (a) If any Event of Default shall have occurred
and be continuing, the Bank or any trustee or receiver acting for the Bank may exercise
any of the remedies contained under Section 6.02 of the Bond Resolution.
(b) If an Event of Default occurs, the County shall also be obligated to pay as
part of the indebtedness evidenced by the Master Bond and Draws thereagainst, all costs
of collection and enforcement hereof, including such reasonable attorneys' fees as may be
incurred by any Bank, including on appeal or incurred in any proceeding under
bankruptcy laws as they now or hereafter exist,
16
(c) Upon the occurrence and during the continuation of an Event of Default the
entire outstanding principal amount of all Draws made against the Master Bond shall bear
interest at the Default Rate and the Bank shall not be obligated to honor any further
Draws hereunder.
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17
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO
THIS AGREEMENT OR THE BOND RESOLUTION. Neither this Agreement nor
the Bond Resolution shall be amended, changed or modified without the prior written
consent of the Bank and the County, if applicable; provided, however, the Bond
Resolution may be modified pursuant to Section 7.01 thereof without the consent of the
Bank.
SECTION 6.02. COUNTER-PARTS. This Agreement may be executed in
any number of counterparts, each of which, when so executed and delivered, shall be an
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.
SECTION 6.03. SEVERABILITY. This Agreement and the Master Bond
constitute the entire agreement of the parties with respect to the subject matter hereof,
and supersede all prior and contemporaneous writings or agreements. If any clause,
provision or section of this Agreement shall be held illegal or invalid by any court, the
invalidity of such provisions 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 any Master
Bond is outstanding. The commitment of the Bank to honor Draws in accordance with
the terms hereof shall expire on December 31, 2016 (as extended as provided in
immediately succeeding clause, the "Draw Expiration Date"). If the County wants the
Draw Expiration Date extended it shall request such extension no later than 45 days prior
to the Draw Expiration Date. The Draw Expiration Date may be extended upon mutual
written agreement between the County and the Bank; provided, however, the Bank is not
obligated to grant such extension. Upon any such extension, the County and the Bank
shall amend this Agreement and the Master Bond to evidence and accommodate such
extension, including without limitation, Article III of this Agreement.
SECTION 6.05. NOTICE OF CHANGES IN FACT. Promptly after the
County becomes aware of the same, the County will notify the Bank 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 Master Bond, and (b) any default or
event which, with notice or lapse of time or both, could become an Event of Default
under this Agreement, including without limitation any default or acceleration with
18
respect to Subordinated Indebtedness, specifying in each case the nature thereof and what
action the County has 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
registered or certified mail, postage prepaid, to Monroe County, Florida, 1100 Simonton
Street, Key West, Florida 33040, Attention: County Administrator, and to the Bank, PNC
Bank, National Association, 420 S. Orange Avenue, Suite 300, Orlando, Florida 32801,
Attention: Nick Ayotte, or at such other address as shall be furnished in writing by any
such party to the other, and shall be deemed to have been given as of the date so
delivered or deposited in the United States mail.
SECTION 6.07. INCORPORATION BY REFERENCE. All of the terms
and obligations of the Bond Resolution are hereby incorporated herein by reference as if
said Bond Resolution was fully set forth in this Agreement.
SECTION 6.08. ASSIGNMENT. The rights and obligations of the Bank
hereunder and under the Master Bond may be assigned in whole to another financial
institution prior to the end of the period during which Draws may be made, and to any
person that is an "accredited investor" (as that term is defined in the regulations
promulgated under the Securities Act of 1933, as amended), after the end of such period,
without the prior written consent of the County. The rights and obligations of the County
hereunder and under the Master Bond may not be assigned, transferred, conveyed or
encumbered without the consent of the Bank. The County shall maintain a register of
assigns of this Agreement and the Master Bond. This Agreement and the Master Bond
shall be binding on the parties and their respective permitted successors and assigns.
SECTION 6.09. WAIVER OF JURY TRIAL; APPLICABLE LAW AND
JURISDICTION. (A) To the extent permitted by applicable law, the County,
knowingly, voluntarily and intentionally waives any right it may have to a trial by jury in
respect of any litigation based on, or arising out of, under or in connection with the Bond
Resolution, the Master Bond or this Agreement, or any course of conduct, course of
dealing, statements (whether verbal or written) or actions of the County or the Bank.
(B) 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.
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19
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first set forth herein.
MONROE COUNTY, FLORIDA
(SEAL)
By:
Mayor
ATTEST:
By:
Clerk of the Circuit Court and
Ex-Officio Clerk to the Board
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
BY
Count Attorney's Office
PNC BANK,NATIONAL, ASSOCIATION
By:
Name:_Nick Ayotte
Title: Vice President
2
EXHIBIT A
FORM OF DRAW CERTIFICATE
The undersigned, on behalf of Monroe County, Florida (the "County"), in
connection with a Draw (the "Draw") to be funded on the day of 5
in the amount of$ , pursuant to that certain Line of Credit Agreement
dated as of October 21, 2014 (the "Agreement"), between the County and PNC Bank,
National Association (the "Bank"), HEREBY CERTIFIES as follows;
1. The capitalized terms used herein that are not otherwise defined herein shall
have the meanings ascribed thereto in the Agreement.
2. The Bond Resolution is in full force and effect and has not been rescinded,
repealed, modified or amended since the date of the Agreement except as otherwise
described herein.
3. The Agreement is in full force and effect and has not been terminated,
modified or amended since the date of its execution except as otherwise described herein.
4. The County has complied in all respects with the terms and provisions of
the Bond Resolution, the Master Bond and the Agreement and the County is not in
default under any provisions of either the Bond Resolution or the Agreement.
5. All of the representations and warranties contained in the Agreement, the
Master Bond and the Bond Resolution are true and correct as of the date hereof.
6. The Project to be financed or refinanced with proceeds of the Draw has
been duly authorized and approved by the Board and complies with the requirements of
the Infrastructure Sales Surtax Ordinance (as defined in the Bond Resolution),
7. The County is in full compliance with the Tax Certificate relating to the
Master Bond.
8. The County has delivered to the Bank a Draw Request with respect to the
Draw in accordance with and in compliance with the Agreement; all necessary approvals
of or by the County which are required as a condition precedent to making the Draw have
been satisfied.
9. The proceeds of the Draw will be used solely to finance or refinance the
costs of the Project to be funded by the Draw and described in the Draw Request referred
to in Paragraph 8 above.
A-1,
10. All terms, conditions, representations, warranties and covenants contained
in the Agreement, the Bond Resolution and the Master Bond are incorporated by
reference as if fully restated herein.
Executed as of this day of
MONROE COUNTY, FLORIDA
By:
Title:
A-2
EXHIBIT B
FORM OF MASTER BOND
No. R-I Up to $1 6,000,000.00
UNITED STATES OF AMERICA
STATE OF FLORIDA
MONROE COUNTY, FLORIDA
INFRASTRUCTURE SALES SURTAX
MASTER REVENUE BOND (PNC BANK LINE OF CREDIT), SERIES 2014
Interest Rate Maturity Date Date of Original Issue
Variable December 31, 2016 October 21, 2014
unless extended in accordance
with the terms hereof
Registered Holder: PNC Bank,National Association
Principal Amount: Up to SIXTEEN MILLION AND 00/100 DOLLARS
KNOW ALL MEN BY THESE PRESENTS, that Monroe County, Florida, a
political subdivision of the State of Florida (the "Issuer"), for value received, hereby
promises to pay, solely from the Pledged Funds hereinafter described, to the Registered
Holder identified above, or registered assigns as hereinafter provided, on the Maturity
Date identified above (as the same may be extended as provided herein and in the
hereinafter defined Agreement), the lesser of the Principal Amount identified above or so
much thereof as may be advanced and outstanding (the "Advanced Amount") pursuant to
that certain Line of Credit Agreement by and between the Registered Holder and the
Issuer, dated as of October 21, 2014 (the "Agreement") and to pay interest on such
Advanced Amount from the dates amounts are advanced under the Agreement from time
to time, or from the most recent date to which interest has been paid, at the Interest Rate
(as determined and defined in the Agreement and subject to monthly adjustment as
provided in the Agreement) monthly on the first day of each month (each an "Interest
Payment Date"), commencing with respect to each advance under the Agreement on the
first day of a month that follows the date of such advance by at least 10 days, until such
Advanced Amount shall have been paid. The Advanced Amount shall bear interest at the
Interest Rate identified above on an actual/360 day year basis. The Interest Rate is subject
to adjustment as provided in Sections 3.03 and 5.02(c) of the Agreement.
B-1
The Advanced Amount shall be due and payable on December 31, 2016; provided,
however, the Issuer, in its sole discretion, may elect to extend such payment date to
April 1, 2024. If the Issuer makes such election, the outstanding Advanced Amount as of
December 31, 2016 shall be amortized through April 1, 2024, on an approximately level
annual debt service basis, assuming for purposes of this calculation the Interest Rate then
in effect, with principal being due on April I of each year commencing April 1, 2017.
The principal amortization schedule is subject to the Registered Holder's prior written
approval, such approval not to be reasonably withheld. The Issuer shall provide the
Registered Holder with 30 days' prior notice of its election to so extend the payment date.
All payments of principal of and interest on the Advanced Amount shall be
payable in any coin or currency of the United States which, at the time of payment, is
legal tender for the payment of public and private debts and shall be made to the
Registered Holder(1) in immediately available funds, (2) by delivering to the Registered
Holder no later than the payment date a check or draft of the Issuer, or (3) in such other
manner as the Issuer and the Registered Holder shall agree upon in writing.
This Bond is issued for the principal purpose of providing moneys for the
financing and refinancing the costs of' the acquisition, construction and equipping of
various capital improvements within the Issuer as described in the Agreement under the
authority of and in full compliance with the Constitution and laws of the State of Florida,
particularly Chapter 125, Florida Statutes, Chapter 212, Florida Statutes, the Monroe
County Code, the Infrastructure Sales, Surtax Ordinance (as such terms are defined in the
hereinafter defined Resolution), and other applicable provisions of law (collectively, the
"Act"), and Resolution No. 077-2003 of the Issuer adopted by the Board of County
Commissioners (the "Board") of the Issuer on February 19, 2003, as amended and
supplemented, particularly as supplemented by a resolution adopted by the Board on
October 17, 2014 (collectively, the "Resolution"), and is subject to all the terms and
conditions of the Resolution.
This Bond and the interest hereon are payable from and secured by a pledge of and
lien upon (1) the Infrastructure Sales Surtax Revenues (as,defined in the Resolution) and
(2) until applied in accordance with the provisions of the Resolution, all moneys,
including investments thereof, in certain of the funds and accounts established by the
Resolution, all in the manner and to the extent described in the Resolution (collectively,
the "Pledged Funds"). The pledge of and lien on the Pledged Funds is on parity in all
respects with the pledge thereof and lien thereon granted with respect to the Issuer's
outstanding Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series
2007 and the Monroe County, Florida Infrastructure Sales Surtax Improvement and
Refunding Revenue Bond, Series 2014 being issued on the date hereof.
IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS
BOND THAT THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF
FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE
B-2
NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL. OF AND INTEREST ON
THIS BOND AND THAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT TO
REQUIRE OR COMPEL THE EXERCISE OF ANY TAXING POWER OF THE
ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR
AGENCY THEREOF, TO THE PAYMENT OF SUCH PRINCIPAL AND INTEREST.
THIS BOND AND THE OBLIGATION EVIDENCED HEREBY SHALL NOT
CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, BUT SHALL
CONSTITUTE A LIEN ONLY ON, AND SHALL BE PAYABLE SOLELY FROM,
THE PLEDGED FUNDS TO THE EXTENT PROVIDED IN THE RESOLUTION.
The rights and obligations of the Registered Holder hereunder and under the
Agreement may be assigned in whole to another financial institution prior to the end of
the period during which Draws (as defined in the Agreement) may be made, and to any
person that is an "accredited investor" (as that term is defined in the regulations
promulgated under the Securities Act of 1933, as amended), after the end of such period,
without the consent of the Issuer.
The Issuer may prepay and redeem the Advanced Amount, in whole or in part, on
any scheduled Interest Payment Date by paying to the Registered Holder the Advanced
Amount to be prepaid, together with the unpaid interest accrued on the Advanced
Amount so prepaid to the date of such prepayment, without any prepayment premium.
Each prepayment of a Draw shall be made on such date and in such principal amount as
shall be specified by the Issuer in a notice delivered to the Registered Folder not less than
twenty (20) days prior thereto specifying the principal amount of the Advanced Amount
to be prepaid and the date of such prepayment.
Reference to the Resolution and the Agreement and any and all resolutions
supplemental thereto and modifications and amendments thereof and to the Act is made
for a description of the pledge and covenants securing this Bond, the nature, manner and
extent of enforcement of such pledge and covenants, and the rights, duties, immunities
and obligations of the Issuer.
It is hereby certified and recited that all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the issuance of this Bond, exist,
have happened and have been performed, in regular and due form and time as required by
the laws and Constitution of the State of Florida applicable thereto, and that the issuance
of the Bonds does not violate any constitutional or statutory limitations or provisions.
Neither the members of the Board of the Issuer nor any person executing this
Bond shall be liable personally hereon or be subject to any personal liability or
accountability by reason of the issuance hereof.
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Registrar.
B-3
IN WITNESS WHEREOF, Monroe County, Florida has issued this Bond and
has caused the same to be executed by the manual signature of the Mayor of the Board of
County Commissioners and countersigned and attested by the manual signature of the
Clerk to such Board, and its official seal to be affixed or reproduced hereon, all as of the
Date of Original Issue.
MONROE COUNTY, FLORIDA
(SEAL)
Mayor, Board of County Commissioners
ATTESTED AND COUNTERSIGNED:
Clerk of the Circuit Court and Ex-Officio
Clerk to the Board of County Commissioners
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
County Attorney's Office
B�-4
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the Issue described in the within-mentioned
Resolution.
DATE OF AUTHENTICATION:
October 2014
MONROE COUNTY, FLORIDA, Registrar
Clerk of the Circuit Court and Ex-Officio
Clerk to the Board of County Commissioners
13-5
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint ,
as attorneys to register the transfer of the said Bond on the books kept for registration
thereof with full power of substitution in the premises.
Dated:
Signature guaranteed:
NOTICE: Signature(s) must be
guaranteed by an institution which is a
participant in the Securities Transfer NOTICE: The signature to this
Agent Medallion Program (STAMP) or assignment must correspond with the
similar program. name of the Registered Holder as it
appears upon the face of the within Bond
in every particular, without alteration or
enlargement or any change whatever and
the Social Security or other identifying
number of such assignee must be
supplied.
B-
The following abbreviations, when used in the inscription on the face of the within
Bond, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM -- as tenants in common
TEN ENT-- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in common
UNIF TRANS MIN ACT--
(Gust.)
Custodian for
under Uniform Transfers to Minors Act of
(State)
Additional abbreviations may also be used though not in list above.
B-7
EXHIBIT C
FORM OF DRAW REQUEST
The undersigned, on behalf of Monroe County, Florida (the "County"), hereby
makes this Draw Request in accordance with Section 4.01(a) of that certain Line of
Credit Agreement dated as of October 21, 2014 (the "Agreement"), between the County
and PNC Bank, National Association (the "Bank") and in connection with the Monroe
County, Florida Infrastructure Sales Surtax Master Revenue Bond (PNC Bank Line of
Credit), Series 2014 dated as of October 21,2014 (the "Master Bond").
Draw Amount: $
Date of Issuance:
Project Description:
Attached hereto is a certificate showing compliance with Section 5.02(A) of the
Bond Resolution including calculations in support thereof.
Executed and made a part of the Agreement and the Master Bond as of this
day of
MONROE COUNTY, FLORIDA
By:
Title:
APPROVED:
PNC BANK,NATIONAL ASSOCIATION
By:
Title:
C-1