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Item H10 H10 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor Craig Cates,District 1 The Florida Keys Mayor Pro Tern Holly Merrill Raschein,District 5 Michelle Lincoln,District 2 James K.Scholl,District 3 David Rice,District 4 Board of County Commissioners Meeting July 19, 2023 Agenda Item Number: 1110 2023-1245 BULK ITEM: Yes DEPARTMENT: Airports TIME APPROXIMATE: STAFF CONTACT: Richard Strickland N/A AGENDA ITEM WORDING: Approval of a Resolution authorizing execution of a First Amendment to the Line of Credit Agreement with PNC Bank,National Association providing interim financing of various capital improvements at the Key West International Airport, to clarify that the Bipartisan Infrastructure Law competitive airport terminal grant received in FY2023 (the "FY2023 BIL Grant") is not part of the pledged security under the Credit Agreement and amending the Credit Agreement to exclude the proceeds of the FY2023 BIL Grant from the definition of Grant Proceeds. ITEM BACKGROUND: PNC Bank,National Association, is providing a $10,000,000.00 non-revolving line of credit (LOC) to finance a portion of the Concourse A Terminal and Improvement program at the Key West International Airport. The original definition of grant proceeds in the Line of Credit Agreement with PNC included the competitive airport terminal BIL grants as security for repayment of the LOC. The County and PNC have agreed that the recently received FY2023 competitive airport terminal BIL Grant should not be part of security under the credit agreement. PREVIOUS RELEVANT BOCC ACTION: On August 17, 2022, the BOCC approved the Line of Credit Agreement with PNC Bank,National Association to provide the County with a revolving line of credit of up to $10 million to finance and refinance, on an interim basis, costs related to the Concourse A Expansion at the Key West International Airport. CONTRACT/AGREEMENT CHANGES: Removes the FY2023 competitive airport terminal BIL grant as security for the LOC and amends the credit agreement with PNC to exclude the FY2023 competitive airport terminal BIL grant proceeds from the definition of grant proceeds. STAFF RECOMMENDATION: Approval 3226 DOCUMENTATION: Resolution and PNC First Am end ment.pdf FINANCIAL IMPACT: N/A 3227 RESOLUTION A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA AUTHORIZING EXECUTION OF A FIRST AMENDMENT TO LINE OF CREDIT AGREEMENT WITH PNC BANK, NATIONAL ASSOCIATION WITH RESPECT TO INTERIM FINANCING OF VARIOUS CAPITAL IMPROVEMENTS AT THE KEY WEST INTERNATIONAL AIRPORT; AND PROVIDING 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) Monroe County, Florida (the "County") previously entered into a Line of Credit Agreement, dated September 15, 2022 (the "Credit Agreement"), PNC Bank, National Association(the "Noteholder") to provide a line of credit facility in an aggregate principal amount of up to $10,000,000 to finance various capital improvements at the Key West International Airport. (B) The County's obligations under the Credit Agreement are secured by a pledge of certain Grant Proceeds (as defined in the Credit Agreement). (C) The County recently learned that it will receive a Bipartisan Infrastructure Law competitive airport terminal grant during Fiscal Year 2023 (the "2023 BIL Grant") which it was not expecting to receive. (D) The County and the Noteholder have agreed that the proceeds of the 2023 BIL Grant should not be part of the security under the Credit Agreement and it is necessary and desirable to amend the Credit Agreement to exclude the proceeds of the 2023 BIL Grant from the definition of Grant Proceeds. SECTION 2. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted and implemented pursuant to the County of the Act. SECTION 3. DEFINITIONS. When used in this Resolution, the terms defined in the Credit Agreement shall have the meanings therein stated, except as such definitions may be hereinafter amended and defined. 1 3228 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 4. APPROVAL OF FIRST AMENDMENT. The terms and provisions of the First Amendment to Line of Credit Agreement (the "First Amendment") in substantially the form attached hereto as Exhibit A are hereby approved, with such changes, insertions and additions as the Mayor and the Clerk may approve. The County hereby authorizes the Mayor to execute and deliver, and the Clerk to attest and affix the County seal to, the Line of Credit Agreement substantially in the form attached hereto as Exhibit A,with such changes, insertions and additions as they may approve,their execution thereof being evidence of such approval. SECTION 5. GENERAL AUTHORIZATION. The Mayor, the Clerk, the County Administrator and the Airport Director are authorized to execute and deliver such documents, instruments and contracts, whether or not expressly contemplated hereby, 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 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 6. 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 7. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. 2 3229 PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 19th day of July 2023. Mayor Craig Cates Mayor Pro Tem Holly Merrill Raschein Commissioner Michelle Lincoln Commissioner David Rice Commissioner James K. Scholl BOARD OF COUNTY COMMISSIONERS (Seal) OF MONROE COUNTY,FLORIDA Attest: Kevin Madok, Clerk y: B . B ww y•� Deputy Clerk Craig Cates,Mayor N tO C TORN Y R o r O J.# 4CACC ASSi NT COUNTY ATTORNErl Z 3 3 3230 EXHIBIT A FORM OF FIRST AMENDMENT 3231 FIRST AMENDMENT TO LINE OF CREDIT AGREEMENT between MONROE COUNTY, FLORIDA and PNC BANK, NATIONAL ASSOCIATION Dated as of July , 2023 3232 This FIRST AMENDMENT TO LINE OF CREDIT AGREEMENT, dated as of July _, 2023 (the "First Amendment") is made and entered by and between MONROE COUNTY, FLORIDA (the "County") and PNC BANK, NATIONAL ASSOCIATION (the "Noteholder"), and amends the Line of Credit Agreement, dated as of September 15, 2022, between the County and the Noteholder (the "Credit Agreement"). Capitalized terms used herein shall have the meanings set forth in the Credit Agreement. WITNESSETH WHEREAS, the County and the Noteholder have previously entered into the Credit Agreement providing to the County a line of credit facility under which funds may be borrowed by the County to provide financing for costs of various capital improvements at the Key West International Airport. WHEREAS, the obligations of the County to repay amounts borrowed and other amounts payable thereunder are secured by a pledge of certain Grant Proceeds. WHEREAS, the County recently learned that it will receive a Bipartisan Infrastructure Law competitive airport terminal grant during Fiscal Year 2023 (the "2023 BIL Grant") which it was not expecting to receive. WHEREAS, the County and the Noteholder have agreed that the proceeds of the 2023 BIL Grant should not be part of the security under the Credit Agreement and it is necessary and desirable to amend the Credit Agreement to exclude the proceeds of the 2023 BIL Grant from the definition of Grant Proceeds. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: SECTION 1. AMENDMENT TO THE CREDIT AGREEMENT. The definition of "Grant Proceeds" set forth in Section 1.01 of the Credit Agreement is amended and restated in its entirety to read as follows: "Grant Proceeds" shall mean the proceeds of any Airport Improvement Program entitlement grants allocated to, programmed for, awarded in, or received by the County in Fiscal Years 2026 through and including Fiscal Year 2028, the proceeds of any Bipartisan Infrastructure Law entitlement grants allocated to, programmed for, awarded in, or received by the County in Fiscal Year 2026 and the proceeds of any Bipartisan Infrastructure Law competitive airport terminal grants allocated to, programmed for, awarded in, or received by the County in Fiscal Years 2024 through and including Fiscal Year 2028. For clarity, the proceeds of 1 3233 any Bipartisan Infrastructure Law competitive airport terminal grants awarded in Fiscal Year 2023 shall not be considered Grant Proceeds. SECTION 2. CONTINUING FORCE AND EFFECT. The Credit Agreement, as amended by this First Amendment, shall remain in full force and effect. SECTION 3. COUNTERPARTS. This First Amendment may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTION 4. SEVERABILITY. The invalidity or unenforceability of any one or more phrases, sentences, clauses or sections contained in this First Amendment shall not affect the validity or enforceability of the remaining portions of this First Amendment, or any part thereof. SECTION 5. GOVERNING LAW. This First Amendment shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflict of law principles. SECTION 6. EFFECTIVENESS. This First Amendment shall become effective when executed and delivered by the last party to execute this First Amendment. [SIGNATURE PAGE FOLLOWS] 2 3234 [SIGNATURE PAGE TO FIRST AMENDMENT] IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment as of the date first above written. MONROE COUNTY, FLORIDA (SEAL) By: Craig Cates, Mayor Attest: Kevin Madok, Clerk 0 ROE ORNEY DPP ' PED J.MEP as Deputy Clerk Date ` APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: County Attorney's Office PNC BANK, NATIONAL ASSOCIATION By: Name: Nick Ayotte Title: Senior Vice President, Public Finance 3 3235