RESOLUTION NO. R

Transcription

1 RESOLUTION NO. R A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MANATEE COUNTY, FLORIDA, AMENDING AND SUPPLEMENTING RESOLUTION NO. R ADOPTED ON MARCH 20, 2018 (THE "PRIOR RESOLUTION") TO PROVIDE FOR A SIX MONTH EXTENSION (THE "EXTENSION") OF THE NOT EXCEEDING $36,000,000 LINE OF CREDIT OFFERED BY BANK OF AMERICA, N.A. (THE "BANK") EVIDENCED BY THAT CERTAIN REVENUE IMPROVEMENT AND REFUNDING NOTE, SERIES 2018 (THE "2018 NOTE") AND THAT CERTAIN LOAN AGREEMENT DATED APRIL 2, 2018 (THE "LOAN AGREEMENT") BY AND BETWEEN MANATEE COUNTY, FLORIDA AND THE BANK; AUTHORIZING THE EXTENSION AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST AMENDMENT TO LOAN AGREEMENT AND NOTE MODIFICATION AGREEMENT; PROVIDING FOR CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Board of County Commissioners of Manatee County, Florida (the "Board"), as the governing body of Manatee County, Florida (the "County"), did on March 20, 2018 adopt Resolution No. R (herein, the "Prior Resolution"); and WHEREAS, pursuant to the Prior Resolution, the County authorized the issuance of a not exceeding $36,000,000 Revenue Improvement and Refunding Note, Series 2018 (the "20 18 Note") to evidence its obligations under that certain Loan Agreement dated April 2, 2018 (the " Loan Agreement") by and between the County and Bank of America, N.A. (the " Bank"); and WHEREAS, the 2018 Note was issued on a draw-down basis to finance certain transportation projects as further described in the Loan Agreement (the " Projects") and to refund, on a current basis, the County' s outstanding Revenue Improvement Note, Series 20 16; and WHEREAS, the 2018 Note matures on April 13, 20 19; and WHEREAS, the Board hereby determines that it is necessary to extend the maturity of the 2018 Note for six (6) months for the purpose of having funds available for the continued financing ofthe Projects on a short-term basis; and WHEREAS, pursuant to the proposal dated March 6, 2019 from the Bank (the "Proposal"), the Bank has agreed to extend the maturity of the 2018 Note to October 13, 2019 (the "New Maturity Date") and to make a non-substantive change to the second paragraph of Section 5 of the Loan Agreement ("Amendment"); and WHEREAS, pursuant to the Proposal, the terms and provisions of the 2018 Note and the Loan Agreement will not change except for the New Maturity Date and the Amendment; and

2 WHEREAS, attached to this Resolution is the fonn of that certain First Amendment to Loan Agreement and Note Modification Agreement ("First Amendment") reflecting the New Maturity Date and Amendment. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MANATEE COUNTY, FLORIDA, AS FOLLOWS: Section 1. Definitions. Any capitalized term used in this Resolution and not otherwise defined shall have the meaning ascribed to such term in the Prior Resolution or in the Loan Agreement. Section 2. Resolution Constitutes Contract. In consideration of the acceptance of the 2018 Note authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution, together with the Prior Resolution, shall be deemed to be and shall constitute a contract between the County and such Owners, and the covenants and agreements herein and therein set forth to be performed by said County shall be for the equal benefit, protection and security of the Owners of any and all of such 2018 Note, all of which shall be of equal rank and without preference, priority, or distinction of any of the 2018 Note over any other thereof except as expressly provided therein and herein. Section 3. Authorization of Extension. The Board hereby accepts and approves the Proposal and authorizes the New Maturity Date and Amendment. The Board hereby ratifies the execution of the Proposal. Section 4. First Amendment to Loan Agreement. The form, terms and provisions of the First Amendment, consistent with the provisions of this Resolution, substantially in the form attached hereto as Exhibit "A" between the County and the Lender, as submitted to this meeting, is hereby approved and accepted. The Chairperson or the Vice Chairperson, in the absence of the Chairperson, are each hereby authorized and directed to execute and deliver the First Amendment in the form submitted to this meeting, with such changes, insertions and deletions thereto as are necessary or desirable for carrying out the purposes thereof as may be approved by the Chairperson or the Vice Chairperson, in the absence ofthe Chairperson, upon the advice of the County Attorney and Note Counsel, the execution of said First Amendment and delivery to the Lender being conclusive evidence of such approval. Section Note Not to be an Indebtedness ofthe County. The 2018 Note shall not be or constitute an indebtedness of the County within the meaning of any Constitutional, statutory or other limitation or indebtedness, but shall be payable solely from a lien on and pledge of the Pledged Revenues. No Owner or Owners ofthe 2018 Note issued under the Prior Resolution shall ever have the right to compel the exercise of the ad valorem taxing power of the County, or taxation in any form on any real property therein to pay the 2018 Note or the interest thereon. It is further agreed between the County and the Noteholders that the 2018 Note and the obligations evidenced thereby shall not constitute a lien upon the Projects or on any other property of or in the County, but shall constitute a lien only on the Pledged Revenues pledged thereto, all in the manner provided in the Prior Resolution and this Resolution. 2

3 Section 6. Further Authorizations. The Chairperson of the Board, the Vice Chairperson, the Clerk, the County Administrator, the Financial Management Department Director, and any other authorized official of the County, are hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and th ings necessary or proper for carrying out the transactions contemplated by this Resolution. Section 7. adoption. Effective Date. This Resolution shall take effect immediately upon its MANATEE COUNTY, a political subdivision of the State of Florida Date: March 26, 2019 ATTEST: ANGELINA COLONNESO CLERK OF THE CIRCUIT COURT AND COMPTROLLER By: l~-~ Deputy Clerk 3

4 EXHIBIT "A" FIRST AMENDMENT TO LOAN AGREEMENT AND NOTE MODIFICATION AGREEMENT v

5 FIRST AMENDMENT TO LOAN AGREEMENT AND NOTE MODIFICATION AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT AND NOTE MODIFICATION AGREEMENT (herein, this "First Amendment") is made and entered into as of April 2, 2019 by and between MANA TEE COUNTY, FLORIDA, a political subdivision of the State of Florida created and established pursuant to the laws of Florida (herein, the "County") and BANK OF AMERICA, N.A., a national banking association organized and created under the banking laws of the United States of America (herein, the "Lender"). WITNESSETH: WHEREAS, the County and the Lender have previously entered into that certain Loan Agreement dated as of April 2, 2018 (herein, the "Agreement"); and WHEREAS, any capitalized term used in this First Amendment and not otherwise defined shall have the meaning ascribed to such term in the Agreement; and WHEREAS, pursuant to the Agreement, the Revenue Improvement and Refunding Note, Series 2018 (the "Note") issued pursuant to Resolution No. R adopted by the County on March 20,2018, is scheduled to mature on April13, 2019 (the "Original Maturity Date"); and WHEREAS, pursuant to the proposal of the Lender dated March 6, 2019, the Lender has agreed to extend the Original Maturity Date to October 13, 2019 (herein, the "New Maturity Date") and to make a non-substantive amendment to Section 5 of the Agreement (the "Amendment"); and WHEREAS, pursuant to Resolution No. R adopted by the County on March 26, 2019, the County authorized the extension of the maturity of the Note to the New Maturity Date, authorized the Amendment, and authorized the form of this First Amendment. NOW, THEREFORE, the County and the Lender agree as follows: Section 1. Definition. The definition of Maturity Date set forth in Section 1 of the Agreement is hereby amended to read as follows: "Maturity Date" shall mean the date set forth on the executed Note delivered to the Lender on the effective date of this First Amendment to evidence the Loan when all unpaid principal of and unpaid accrued interest thereon shall be due and payable, which date shall be October 13, Section 2. Amendment. The second paragraph of Section 5 of he Agreement is hereby amended to read as follows: If on any date after July 31, 2018 the outstanding principal balance of the Note is not equal to or greater than 65% of the sum of (i) the outstanding principal balance of the Note plus (ii) any amount available to be Advanced but not yet Advanced (the "Unfunded Availability"), then the County will pay the Lender a fee at the rate of 0.25% per annum, computed on the daily amount of the Unfunded Availability. This fee wi ll be due in arrears as of each September 30,

6 December 31, March 31, June 30 and the date the Note is repaid in full, and will be paid within ten (10) days after demand by the Lender. Section 3. Maturity of the Note. As of the effective date of this First Amendment, the maturity of the Note shall be extended to October 13, The parties hereto agree that no amendment to the actual Note is necessary to evidence the extension of the maturity date. Section 4. Fees for Extension. The County hereby agrees to promptly p ay the fees and expenses of its Financial Advisor and Bond Counsel for services rendered in connection with the extension of the maturity date of the Note. The County further agrees to pay the fee of Mark Raymond, Esquire, as counsel to the Lender, in the amount of $2,500, plus his reasonable expenses. Section 5. Affirmation of Terms. The County and the Lender agree that except for the change in the maturity date of the Note, the terms and provisions of the Agreement have not changed as a result of this First Amendment and the County and Lender hereby confirm the terms and provisions in the Agreement applicable to each. Section 6. Original Note. The parties hereto agree that the Note, as amended to reflect the New Maturity Date, is the same obligation of the County under applicable state and federal tax law. Section 7. Counterparts. This Agreement may be signed in any number of counterparts with the same effect as ifthe signatures thereto and hereto were signatories upon the same instrument. BANK OF AMERICA, N.A. By: Name: Holly~K~u~h~lm~a~n Title: Senior Vice President Date:, 2019 s ANA TEE COUNTY, a political division of the State of Florida ATTEST: ANGELINA COLONNESO CLERK OF THE CIRCUIT COURT~~DCOMPTROLLER By llh ~ Deputy Clerk v y: arne: 61 ~~~--~~--~ Title: Chairperson/Vice Chairperson Date: April 2, 2019

7 Manatee County Government Administrative Center Patricia M. Glass Commission Chambers, First Floor 9:00 a.m. - March 26, 2019 March 26, Regular Meeting Agenda Item #52 Subject Authorizing Extension of Outstanding Revenue Refunding and Improvement Note, Series 2018 Briefings None Contact and/or Presenter Information Jan Brewer, Director, Financial Management Department, extension 3726 Action Requested Adopt Resolution No. R providing for a six month maturity extension to October 13, 2019 on the Revenue and Refunding Note, Series 2018 (the "2018 Note") held by Bank of America, N.A. which the 2018 Note was issued on April 2, 2018, for the 44th Avenue Transportation Project; and Authorize the preparation and execution of documents with the summary of terms and conditions included in the agenda, as per the recommendation of Public Resources Advisory Group (PRAG), the County's Financial Advisor, and the County's legal and professional staff. Enabling/Regulating Authority N/A Background Discussion On March 12, 2019, the Board approved to move forward with the process of extending the maturity date of the 2018 Note to October 13, 2019; authorized the preparation of documents with the summary of terms and conditions included in the agenda, as per the recommendation of Public Resources Advisory Group (PRAG), the County's Financial Advisor and Bond Counsel, Stephen D. Sanford of Greenberg Taurig, P.A.; and authorized the County's staff to bring back all necessary documentation for Board Approval. The Capital Improvement Program for FY19-23 is anticipating an increase funding requirement in order to finance additional phases of the 44th Avenue Transportation Project. Use of a credit line was established up to $36,000,000 anticipating a bond issuance would replace the credit line within six months. The Line of Credit as established in the original approved Loan document on April 12, 2016, and was to expire on March 28, 2018, and be replaced with a new bond issuance. However, due to land acquisition delays, the construction phase was extended to fiscal year As a result, it was recommended to extend the line of credit six more months while the construction phase took place and additional funding was required. The 2018 Note was issued replacing the 2016 Note, and is set to expire on April 13, Project delays have again delayed the bond issuance until early fiscal year As a result, it is recommended to extend the 2018 Note for an additional six month period. A six month extension is the longest extension that will not be treated as a re-issuance for tax purposes. The 2018 Note was approved not to exceed $36,000,000 and the note is fully appropriated at this time. $36,000,000

8 Manatee County Government Administrative Center Patricia M. Glass Commission Chambers, First Floor 9:00 a.m. - March 26, 2019 has already been expended under the 2018 Note. The rate on the Note remains the same. County Attorney Review Other (Requires explanation in field below) Explanation of Other Loan documents were prepared by Bond Counsel, Stephen D. Sanford of Greenberg Taurig, P.A. and reviewed by William Clague, Assistant County Attorney. Reviewing Attorney Clague Instructions to Board Records Copies of Approval to: Jan Brewer, Director of Financial Management (jan.brewer@mymanatee.org); William Clague, County Attorney's Office (william.clague@mymanatee.org); Sheila Ballesteros, Budget Division Manager of Financial Management (sheila.ballesteros@mymanatee.org); and budget@mymanatee.org. Cost and Funds Source Account Number and Name N/A Amount and Frequency of Recurring Costs N/A Attachment: Resolution No. R pdf Attachment: Original Loan Agreements Executed pdf Attachment: First Amendment to Loan Agreement & Note Modification Agreement.pdf Attachment: Bond Counsel - No Adverse Opinion - HFA of Manatee Cty.pdf Attachment: Bank of America Extension of Line of Credit Document.pdf

9 RESOLUTION NO. R A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MANATEE COUNTY, FLORIDA, AMENDING AND SUPPLEMENTING RESOLUTION NO. R ADOPTED ON MARCH 20, 2018 (THE PRIOR RESOLUTION ) TO PROVIDE FOR A SIX MONTH EXTENSION (THE EXTENSION ) OF THE NOT EXCEEDING $36,000,000 LINE OF CREDIT OFFERED BY BANK OF AMERICA, N.A. (THE BANK ) EVIDENCED BY THAT CERTAIN REVENUE IMPROVEMENT AND REFUNDING NOTE, SERIES 2018 (THE 2018 NOTE ) AND THAT CERTAIN LOAN AGREEMENT DATED APRIL 2, 2018 (THE LOAN AGREEMENT ) BY AND BETWEEN MANATEE COUNTY, FLORIDA AND THE BANK; AUTHORIZING THE EXTENSION AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST AMENDMENT TO LOAN AGREEMENT AND NOTE MODIFICATION AGREEMENT; PROVIDING FOR CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Board of County Commissioners of Manatee County, Florida (the Board ), as the governing body of Manatee County, Florida (the County ), did on March 20, 2018 adopt Resolution No. R (herein, the Prior Resolution ); and WHEREAS, pursuant to the Prior Resolution, the County authorized the issuance of a not exceeding $36,000,000 Revenue Improvement and Refunding Note, Series 2018 (the 2018 Note ) to evidence its obligations under that certain Loan Agreement dated April 2, 2018 (the Loan Agreement ) by and between the County and Bank of America, N.A. (the Bank ); and WHEREAS, the 2018 Note was issued on a draw-down basis to finance certain transportation projects as further described in the Loan Agreement (the Projects ) and to refund, on a current basis, the County s outstanding Revenue Improvement Note, Series 2016; and WHEREAS, the 2018 Note matures on April 13, 2019; and WHEREAS, the Board hereby determines that it is necessary to extend the maturity of the 2018 Note for six (6) months for the purpose of having funds available for the continued financing of the Projects on a short-term basis; and WHEREAS, pursuant to the proposal dated March 6, 2019 from the Bank (the Proposal ), the Bank has agreed to extend the maturity of the 2018 Note to October 13, 2019 (the New Maturity Date ) and to make a non-substantive change to the second paragraph of Section 5 of the Loan Agreement ( Amendment ); and WHEREAS, pursuant to the Proposal, the terms and provisions of the 2018 Note and the Loan Agreement will not change except for the New Maturity Date and the Amendment; and

10 WHEREAS, attached to this Resolution is the form of that certain First Amendment to Loan Agreement and Note Modification Agreement ( First Amendment ) reflecting the New Maturity Date and Amendment. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MANATEE COUNTY, FLORIDA, AS FOLLOWS: Section 1. Definitions. Any capitalized term used in this Resolution and not otherwise defined shall have the meaning ascribed to such term in the Prior Resolution or in the Loan Agreement. Section 2. Resolution Constitutes Contract. In consideration of the acceptance of the 2018 Note authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution, together with the Prior Resolution, shall be deemed to be and shall constitute a contract between the County and such Owners, and the covenants and agreements herein and therein set forth to be performed by said County shall be for the equal benefit, protection and security of the Owners of any and all of such 2018 Note, all of which shall be of equal rank and without preference, priority, or distinction of any of the 2018 Note over any other thereof except as expressly provided therein and herein. Section 3. Authorization of Extension. The Board hereby accepts and approves the Proposal and authorizes the New Maturity Date and Amendment. The Board hereby ratifies the execution of the Proposal. Section 4. First Amendment to Loan Agreement. The form, terms and provisions of the First Amendment, consistent with the provisions of this Resolution, substantially in the form attached hereto as Exhibit A between the County and the Lender, as submitted to this meeting, is hereby approved and accepted. The Chairperson or the Vice Chairperson, in the absence of the Chairperson, are each hereby authorized and directed to execute and deliver the First Amendment in the form submitted to this meeting, with such changes, insertions and deletions thereto as are necessary or desirable for carrying out the purposes thereof as may be approved by the Chairperson or the Vice Chairperson, in the absence of the Chairperson, upon the advice of the County Attorney and Note Counsel, the execution of said First Amendment and delivery to the Lender being conclusive evidence of such approval. Section Note Not to be an Indebtedness of the County. The 2018 Note shall not be or constitute an indebtedness of the County within the meaning of any Constitutional, statutory or other limitation or indebtedness, but shall be payable solely from a lien on and pledge of the Pledged Revenues. No Owner or Owners of the 2018 Note issued under the Prior Resolution shall ever have the right to compel the exercise of the ad valorem taxing power of the County, or taxation in any form on any real property therein to pay the 2018 Note or the interest thereon. It is further agreed between the County and the Noteholders that the 2018 Note and the obligations evidenced thereby shall not constitute a lien upon the Projects or on any other property of or in the County, but shall constitute a lien only on the Pledged Revenues pledged thereto, all in the manner provided in the Prior Resolution and this Resolution. 2

11 Section 6. Further Authorizations. The Chairperson of the Board, the Vice Chairperson, the Clerk, the County Administrator, the Financial Management Department Director, and any other authorized official of the County, are hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution. Section 7. adoption. Effective Date. This Resolution shall take effect immediately upon its MANATEE COUNTY, a political subdivision of the State of Florida By: its Board of County Commissioners By: Name: Title: Chairperson Date: March 26, 2019 ATTEST: ANGELINA COLONNESO CLERK OF THE CIRCUIT COURT AND COMPTROLLER By: Deputy Clerk 3

12 EXHIBIT A FIRST AMENDMENT TO LOAN AGREEMENT AND NOTE MODIFICATION AGREEMENT v6/

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90 FIRST AMENDMENT TO LOAN AGREEMENT AND NOTE MODIFICATION AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT AND NOTE MODIFICATION AGREEMENT (herein, this First Amendment ) is made and entered into as of April 2, 2019 by and between MANATEE COUNTY, FLORIDA, a political subdivision of the State of Florida created and established pursuant to the laws of Florida (herein, the County ) and BANK OF AMERICA, N.A., a national banking association organized and created under the banking laws of the United States of America (herein, the Lender ). WITNESSETH: WHEREAS, the County and the Lender have previously entered into that certain Loan Agreement dated as of April 2, 2018 (herein, the Agreement ); and WHEREAS, any capitalized term used in this First Amendment and not otherwise defined shall have the meaning ascribed to such term in the Agreement; and WHEREAS, pursuant to the Agreement, the Revenue Improvement and Refunding Note, Series 2018 (the Note ) issued pursuant to Resolution No. R adopted by the County on March 20, 2018, is scheduled to mature on April 13, 2019 (the Original Maturity Date ); and WHEREAS, pursuant to the proposal of the Lender dated March 6, 2019, the Lender has agreed to extend the Original Maturity Date to October 13, 2019 (herein, the New Maturity Date ) and to make a non-substantive amendment to Section 5 of the Agreement (the Amendment ); and WHEREAS, pursuant to Resolution No. R adopted by the County on March 26, 2019, the County authorized the extension of the maturity of the Note to the New Maturity Date, authorized the Amendment, and authorized the form of this First Amendment. NOW, THEREFORE, the County and the Lender agree as follows: Section 1. Definition. The definition of Maturity Date set forth in Section 1 of the Agreement is hereby amended to read as follows: Maturity Date shall mean the date set forth on the executed Note delivered to the Lender on the effective date of this First Amendment to evidence the Loan when all unpaid principal of and unpaid accrued interest thereon shall be due and payable, which date shall be October 13, Section 2. Amendment. The second paragraph of Section 5 of the Agreement is hereby amended to read as follows: If on any date after July 31, 2018 the outstanding principal balance of the Note is not equal to or greater than 65% of the sum of (i) the outstanding principal balance of the Note plus (ii) any amount available to be Advanced but not yet Advanced (the Unfunded Availability ), then the County will pay the Lender a fee at the rate of 0.25% per annum, computed on the daily amount of the Unfunded Availability. This fee will be due in arrears as of each September 30, December 31, March 31,

91 June 30 and the date the Note is repaid in full, and will be paid within ten (10) days after demand by the Lender. Section 3. Maturity of the Note. As of the effective date of this First Amendment, the maturity of the Note shall be extended to October 13, The parties hereto agree that no amendment to the actual Note is necessary to evidence the extension of the maturity date. Section 4. Fees for Extension. The County hereby agrees to promptly pay the fees and expenses of its Financial Advisor and Bond Counsel for services rendered in connection with the extension of the maturity date of the Note. The County further agrees to pay the fee of Mark Raymond, Esquire, as counsel to the Lender, in the amount of $2,500, plus his reasonable expenses. Section 5. Affirmation of Terms. The County and the Lender agree that except for the change in the maturity date of the Note, the terms and provisions of the Agreement have not changed as a result of this First Amendment and the County and Lender hereby confirm the terms and provisions in the Agreement applicable to each. Section 6. Original Note. The parties hereto agree that the Note, as amended to reflect the New Maturity Date, is the same obligation of the County under applicable state and federal tax law. Section 7. Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were signatories upon the same instrument. BANK OF AMERICA, N.A. By: Name: Holly Kuhlman Title: Senior Vice President Date:, 2019 MANATEE COUNTY, a political subdivision of the State of Florida By: its Board of County Commissioners ATTEST: ANGELINA COLONNESO CLERK OF THE CIRCUIT COURT AND COMPTROLLER By: Name: Title: Chairperson/Vice Chairperson Date:, 2019 By: Deputy Clerk v6/

92 April 2, 2019 Manatee County, Florida Bradenton, Florida Bank of America, N.A. Naples, Florida Re: Manatee County, Florida $36,000,000 (not exceeding) Revenue Improvement and Refunding Note, Series 2018 Ladies and Gentlemen: This firm serves as Counsel to Manatee County, Florida (the County ) in connection with the above-referenced note (the Note ). The Note was issued pursuant to Resolution No. R adopted on March 20, 2018 (the Prior Resolution ) and the County s obligation to repay the Note was evidenced by that certain Loan Agreement dated April 2, 2018 (the Agreement ), by and between the County and Bank of America, N.A., as the owner of the Note (the Bank ). Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Prior Resolution or Agreement, as applicable. The Note matures on April 13, Pursuant to that certain proposal of the Bank dated March 6, 2019 (the Proposal ), the Bank has agreed to extend the maturity date of the Note to October 13, 2019 (herein, the Extension ). Other than the Extension and the deletion of the term average contained in the second paragraph of Section 5 of the Agreement to conform to the Bank s standard language (herein, the Amendment ), the Proposal did not require any other changes to the Prior Resolution, the Agreement or the Note. As a result of the Proposal, the County adopted Resolution No. R on March 26, 2019 (the 2019 Resolution ). The 2019 Resolution authorized and approved the Extension and Amendment and approved the form of and authorized the execution and delivery of a First Amendment to Loan Agreement and Note Modification Agreement (the First Amendment ) evidencing the Extension and Amendment. Based on the foregoing, we are of the opinion that neither the Extension nor the Amendment will, in and of itself, cause interest on the Note to be included in the gross income of the holders thereof for federal income tax purposes. Further, we are further of the opinion that the First Amendment is a legal, valid and binding obligation of the County, enforceable in accordance with its terms. In connection with our opinion set forth above, we have made no independent determination that the original note counsel opinion delivered at the time the Note was issued was or still is true and correct. Except as expressly stated above, we express no opinion as to any other federal or state tax consequences.

93 This opinion is provided solely for your benefit in connection with the Extension and Amendment and may not be relied upon or furnished or quoted, in whole or in part, by any other person without our prior written consent in each instance. This opinion is not a guarantee that debt service on the Note will be timely paid. Very truly yours, GREENBERG TRAURIG, P.A v2/

94 March 6, 2019 Manatee County, Florida

95 Summary of Terms and Conditions Submission date: March 6, 2019 Parties to the Transaction Borrower: Lender: Manatee County, Florida (the Borrower or the "Issuer") Bank of America, N.A. or any other subsidiary of Bank of America Corporation ("BANA" or the "Bank"). The Facility Facility: Renewal of $36,000,000 Revenue Improvement and Refunding Note Series Terms and Conditions: To remain as provided for under existing documentation for $36,000,000 Revenue Improvement Note Series 2018, except: (i) the maturity date will be extended to October 13, 2019; and (ii) the word "average" will be deleted from the second paragraph of Section 5 of the Loan Agreement (that is, the unused fee will be calculated based upon the daily amount of the Unfunded Availability). Bank Counsel Fee: Fixed at $2,500 plus disbursements Conditions Precedent To Closing: The closing will be subject to: (i) the negotiation, execution and delivery of documentation including, but not limited to, an authorizing resolution, amendment to loan agreement, replacement promissory note and no-adverse effect tax opinion satisfactory to the Lender. (ii) there shall not have occurred any event or condition that has had or could be reasonably expected to have (A) a material adverse change in, or a material adverse effect on, the financial condition of the Issuer or the ability of the Issuer to perform its obligations under the loan documentation; (B) a material impairment of the rights and remedies of the Bank under any loan documentation; or (C) a material adverse effect upon the legality, validity, binding effect or enforceability against the Issuer of any loan documentation to which it is a party, in each case as determined in the sole discretion of the Lender. Expiration: Consideration of a financing based on the terms and conditions presented in this term sheet shall automatically expire on April 13, 2019 unless the Facility has closed. 1

96 Contacts Bank of America, N.A. (BANA): Bank Counsel: Name: Holly Kuhlman Title: Senior Vice President Address: 9128 Strada Place, Suite Naples, Florida Telephone: (239) Name: Mark Raymond Address: 4360 Northlake Blvd, Suite 204 Palm Beach Gardens, Florida Telephone: (561) No Advisory or Fiduciary Role The Bank is not undertaking to act as a municipal advisor to the Issuer or any other person within the meaning of Section 15B of the Securities Exchange Act of 1934 and the Rules thereunder and is not subject to any fiduciary duty to the Issuer or to any other person. The Bank understands that the Issuer will consult with and rely on the advice of its own municipal, financial, tax, legal and other advisors in connection with your evaluation of this proposal and the transactions described herein. The Issuer acknowledges and agrees that: (i) the transaction contemplated by this Summary of Terms and Conditions is an arm s length, commercial transaction between the Issuer and the Bank in which the Bank is acting solely as a principal and for its own interest; (ii) the Bank is not acting as a municipal advisor or financial advisor to the Issuer; (iii) the Bank has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Bank has provided other services or is currently providing other services to the Issuer on other matters); (iv) the only obligations the Bank has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Summary of Terms and Conditions; and (v) the Bank is not recommending that the Issuer take any action with respect to the transaction contemplated by this Summary of Terms and Conditions, and before taking any action with respect to the contemplated transaction, Issuer should discuss the information contained herein with its own legal, accounting, tax, financial and other advisors, as it deems appropriate. If Issuer would like a municipal advisor in this transaction that has legal fiduciary duties to Issuer, Issuer is free to engage a municipal advisor to serve in that capacity. This Summary of Terms and Conditions is provided to Issuer pursuant to and in reliance upon the bank exemption provided under the municipal advisor rules of the Securities and Exchange Commission, Rule 15Ba1-1 et seq. 2