09/16/2020 Agreement $4,000,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
MONROE COUNTY, FLORIDA
SPECIAL OBLIGATION REVENUE NOTE
SERIES 2020
Interest Rate Date of Issuance Final Maturity Date
I.11% September 28, 2020 April 1, 2025
KNOW ALL MEN BY THESE PRESENTS, that Monroe County, Florida (the
"County"), for value received, hereby promises to pay, solely from the Non-Ad Valorem
Revenues described in the within mentioned Agreement to the extent and in the manner
provided in such Agreement, to the order of Truist Bank, or its successors or assigns (the
"Noteholder"), the principal sum of FOUR MILLION AND 00/100 DOLLARS
($4,000,000)pursuant to that certain Loan Agreement by and between the Noteholder and
the County, dated as of September 28, 2020 (the "Agreement"), and to pay interest on the
outstanding principal amount hereof from the Date of Issuance set forth above,or from the
most recent date to which interest has been paid, at the Interest Rate per annum(calculated
on a 30/360 day count basis) identified above (subject to adjustment as provided in the
Agreement) semi-annually on April 1 and October 1 of each year, commencing April 1,
2021 so long as any amount under this Note remains outstanding. Principal of the Series
2020 Note shall be payable annually on April 1 of each year, commencing April 1, 2021,
through and including the Maturity Date identified above. The principal repayment
schedule for this Note is set forth in definitive form on Appendix I attached hereto. The
principal and interest on this Note is payable in any coin or currency of the United States
of America which, at the time of payment, is legal tender for the payment of public and
private debts.
This Note is issued under the authority of and in full compliance with the
Constitution and statutes of the State of Florida, including, particularly, Chapter 125,
Florida Statutes, and other applicable provisions of law, and Resolution No.249-2020 duly
adopted by the County on September 16, 2020 (the "Resolution"), as such Resolution may
be amended and supplemented from time to time, and is subject to all terms and conditions
of the Resolution and the Agreement. Any capitalized term used in this Note and not
otherwise defined shall have the meaning ascribed to such term in the Agreement.
This Note is being issued to finance costs of the acquisition, installation and
implementation of a new Enterprise Resource Planning system for the Clerk's office and
to pay costs of issuance of this Note, all as more particularly described in the Resolution.
This Note is payable from the Non-Ad Valorem Revenues in the manner and to the extent
provided and described in the Agreement.
This Note shall bear interest at the Interest Rate identified above. Such Interest Rate
is subject to adjustment as provided in Section 3.03 and Section 4.02 of the Agreement.
The Noteholder shall provide to the County upon request such documentation to evidence
the amount of interest due with respect to the Series 2020 Note upon any such adjustment.
Notwithstanding any provision in this Note to the contrary, in no event shall the
interest contracted for, charged or received in connection with this Note (including any
other costs or considerations that constitute interest under the laws of the State of Florida
which are contracted for,charged or received)exceed the maximum rate of interest allowed
under the State of Florida as presently in effect.
All payments made by the County hereon shall apply first to fees, costs,late charges
and accrued interest, and then to the principal amount then due on this Note.
This Note may be prepaid in whole but not in part on any Business Day at a price
equal to 100% of the principal amount of this Note to be prepaid plus accrued interest
thereon to the date of prepayment, without penalty or premium. Any prepayment of this
Note shall be made on such Business Day as shall be specified by the County in a notice
delivered to the Noteholder not less than ten(10)days prior thereto specifying the principal
amount of this Note to be prepaid and the date that shall be the date of such prepayment.
This Note, when delivered by the County pursuant to the terms of the Agreement
and the Resolution, shall not be or constitute an indebtedness of the County or of the State
of Florida within the meaning of any constitutional, statutory or charter limitations of
indebtedness,but shall be payable from the Non-Ad Valorem Revenues, in the manner and
to the extent provided in the Agreement and the Resolution. The Noteholder shall never
have the right to compel the exercise of the ad valorem taxing power of the County or the
State,or taxation in any form of any property therein to pay the Note or the interest thereon.
This Note shall be and have all the qualities and incidents of a negotiable instrument
under the commercial laws and the Uniform Commercial Code of the State of Florida,
subject to the immediately succeeding paragraph and any provisions for registration and
transfer contained in the Agreement. So long as any of this Note shall remain outstanding,
the County shall maintain and keep books for the registration and transfer of this Note.
The Noteholder's right,title and interest in and to this Note and any amounts payable
by the County hereunder may be assigned and reassigned in accordance with and subject
to the restrictions in the Agreement.
After the County makes the final payment of the principal of this Note and all other
amounts due under the Agreement and under this Note have been paid in full, the
Noteholder will either provide the County with the cancelled Note or shall otherwise notify
the County in writing that this Note has been fully paid and cancelled.
IN WITNESS WHEREOF, the County caused this Note to be signed by the
manual signature of the Mayor and the seal of the County to be affixed hereto or imprinted
or reproduced hereon, and attested by the manual signature of the County Clerk, and this
e to be dated the Date of Issuance set forth above.
' MONROE COUNTY, FLORIDA
4I . _
, x
jry } X
He�aiigerCarr�.�t�lers, Mayor
T° Kevin Madok, Clerk
Pamela G. Hancock,As Deputy Clerk
Approved as to Form and Legal Sufficiency:
�f
Coy'r�ty Attorney's Office
Appendix X
Principal Repayment Schedule for the
MONROE COUNTY, FLORIDA
SPECIAL OBLIGATION REVENUE NOTE,
SERIES 2020
Payment Date Principal
04/01/2021 $440,000
04/01/2022 875,000
04/01/2023 885,000
04/01/2024 895,000
04/01/2025 905,000
A-I-1
L:
• MONROE COUNTY, FLORIDA
$4,000,000
MONROE COUNTY, FLORIDA
SPECIAL OBLIGATION REVENUE NOTE,
SERIES 2020
DATED: SEPTEMBER 28, 2020
MONROE COUNTY, FLORIDA
$4,000,000
MONROE COUNTY, FLORIDA
Special Obligation Refunding Revenue Note,
Series 2020
List of Closing Documents
September 28, 2020
1. Certified copy of Resolution No. 249-2020 of the County adopted on September 16,
2020, authorizing the issuance of the Note and approving the Loan Agreement with
Truist Bank.
2. Loan Agreement, dated as of September 28, 2020, between the County and Truist
Bank.
3. Proposal of Truist Bank.
4. Truist Bank Disclosure Letter and Truth-in-Bonding Statement.
5. Incumbency Certificate.
6. Signature Certificate.
---- 7. ---General Certificate of the County.
8. Certificate as to Arbitrage and Certain Other Tax Matters.
9. Certificate as to Specimen Note.
10. Cross Receipt.
11. Information Return to Internal Revenue Service.
12. Advance Notice of Bond Sale.
13. Division of Bond Finance Information Form.
14. Approving Opinion of Nabors, Giblin & Nickerson, P.A., Note Counsel.
15. Reliance Letter of Nabors, Giblin & Nickerson, P.A., Note Counsel.
16. Opinion of County Attorney.
17. Final Numbers.
18. Closing Memorandum.
19. Wire Transfer Agreement.
1
CLERK'S CERTIFICATE AS TO RESOLUTION NO. 249-2020
I,Pamela G.Hancock,the undersigned Deputy Clerk of the Circuit Court of Monroe
County, Florida and Ex-Officio Deputy Clerk of the Board of County Commissioners of
Monroe County, Florida (the "County"), DO HEREBY CERTIFY that attached hereto is
a copy of "A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA ACCEPTING THE PROPOSAL OF TRUIST BANK
TO PROVIDE THE COUNTY WITH A TERM LOAN IN ORDER TO FINANCE THE
ACQUISITION, INSTALLATION AND IMPLEMENTATION OF A NEW
ENTERPRISE RESOURCE PLANNING SYSTEM FOR THE CLERK OF THE
CIRCUIT COURT; APPROVING THE FORM OF A LOAN AGREEMENT;
AUTHORIZING THE ISSUANCE OF A PROMISSORY NOTE PURSUANT TO SUCH
LOAN AGREEMENT IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $4,000,000 IN ORDER TO EVIDENCE SUCH LOAN; AUTHORIZING THE
REPAYMENT OF SUCH NOTE FROM A COVENANT TO BUDGET AND
APPROPRIATE LEGALLY AVAILABLE NON-AD VALOREM REVENUES;
DELEGATING CERTAIN AUTHORITY TO CERTAIN OFFICIALS OF THE
COUNTY; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER
DOCUMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN
EFFECTIVE DATE FOR THIS RESOLUTION," adopted at a meeting of the Board of
County Commissioners of the County duly called and held on September 16, 2020, at
which meeting a quorum was present and acting throughout, which resolution has been
compared by me with the original thereof as recorded in the Minute Book of said County
and that said resolution is a true, complete and correct copy thereof and said resolution has
been duly adopted and has not been further modified, amended or repealed, and is in full
force and effect on and as of the date hereof in the form attached hereto.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the County as of the 28th day of September, 2020.
^I�Vp�'� , Kevin Madok, Clerk of the Circuit Court of
. P Monroe County, Florida and Ex-Officio Clerk of
, the Board of County Commissioners of Monroe
e County, Florida
Pamela G. Hancock, As Deputy Clerk
MONROE COUNTY, FLORIDA
RESOLUTION NO. 249-2020
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA
ACCEPTING THE PROPOSAL OF TRUIST BANK TO
PROVIDE THE COUNTY WITH A TERM LOAN IN
ORDER TO FINANCE THE ACQUISITION,
INSTALLATION AND IMPLEMENTATION OF A NEW
ENTERPRISE RESOURCE PLANNING SYSTEM FOR
THE CLERK OF THE CIRCUIT COURT; APPROVING
THE FORM OF A LOAN AGREEMENT; AUTHORIZING
THE ISSUANCE OF A PROMISSORY NOTE PURSUANT
TO SUCH LOAN AGREEMENT IN THE AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED $4,000,000
IN ORDER TO EVIDENCE SUCH LOAN; AUTHORIZING
THE REPAYMENT OF SUCH NOTE FROM A
COVENANT TO BUDGET AND APPROPRIATE
LEGALLY AVAILABLE NON-AD VALOREM
REVENUES; DELEGATING CERTAIN AUTHORITY TO
CERTAIN OFFICIALS OF THE COUNTY;AUTHORIZING
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) The Clerk of the Circuit Court of Monroe County, Florida requires certain
capital improvements for its operations in the form of a new Enterprise Resource Planning
system (the "ERP System")
(B) The acquisition, installation and implementation of the ERP System (the
"Series 2020 Project") will improve and maintain the health, safety and welfare of the
citizens of the County and satisfy a public purpose.
(C) The County, with the assistance of its Financial Advisor, PFM Financial
Advisors LLC (the "Financial Advisor"), issued a Request for Quote soliciting proposals
from various financial institutions to provide a term loan to the County to finance costs of
the Series 2020 Project and pay costs related to the incurrence of such term loan.
(D) Truist Bank (the "Noteholder") submitted its proposal (the "Proposal") to
provide the County with a term loan (the "Loan") to finance costs of the Series 2020
Project,which Proposal complied with the solicitation and was the most favorable proposal
received by the County and is attached hereto as Exhibit A.
(E) The County deems it to be in its best interest to accept the Noteholder's
Proposal to provide the County with the Loan to finance costs of the Series 2020 Project
and to enter into a Loan Agreement with the Noteholder (the "Loan Agreement")
substantially in the form attached hereto as Exhibit B.
(F) The Loan shall be evidenced by the Monroe County, Florida Special
Obligation Revenue Note, Series 2020 (the "Series 2020 Note") to be issued pursuant to
the Loan Agreement and shall be repaid solely from the Non-Ad Valorem Revenues (as
defined in the Loan Agreement) budgeted and appropriated by the County in the manner
and to the extent set forth in the Loan Agreement and the ad valorem taxing power of the
County will never be necessary or authorized to pay said amounts.
(G) Due to the potential volatility of the market for tax-exempt obligations such
as the Series 2020 Note, the complexity of the transactions relating to such Series 2020
Note and the Loan Agreement and the competitive solicitation process that the County took
with respect to the financing of the Series 2020 Project, it is in the best interest of the
County to sell the Series 2020 Note by a negotiated sale to the Noteholder pursuant to the
Proposal, the Loan Agreement and the provisions hereof, rather than at a specified
advertised date, thereby permitting the County to obtain the best possible price, terms and
interest rate for the Series 2020 Note and the Loan Agreement.
(H) It is not reasonably anticipated that more than $10,000,000 of tax-exempt
obligations as defined under Section 265(b)(3) of the Internal Revenue Code of 1986, as
amended, will be issued by the County during calendar year 2020.
SECTION 2. DEFINITIONS. When used in this Resolution, the terms
defined in the Loan Agreement shall have the meanings therein stated, except as such
definitions may be hereinafter amended and defined.
The words "herein," "hereunder," "hereby," "hereto," "hereof," and any similar
terms shall refer to this Resolution.
Words importing the singular number include the plural number, and vice versa.
SECTION 3. AUTHORITY FOR THIS RESOLUTION. This Resolution
is adopted pursuant to the provisions of the Act.
SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the purchase and acceptance of the Series 2020 Note by the Noteholder,
the provisions of this Resolution shall be a part of the contract of the County with the
2
Noteholder and shall be deemed to be and shall constitute a contract between the County
and the Noteholder. The provisions, covenants and agreements herein and in the Loan
Agreement to be performed by or on behalf of the County shall be for the benefit,protection
and security of the Noteholder.
SECTION 5. ACCEPTANCE OF PROPOSAL. The County hereby
accepts the Proposal of the Noteholder to provide the County with a term loan in the
aggregate principal amount of not exceeding $4,000,000, a copy of which Proposal is
attached hereto as Exhibit A. All actions previously taken by the Mayor, the Clerk, the
County Administrator and other officials and employees of the County and professionals
to the County with respect to the Proposal are hereby ratified and approved.
SECTION 6. APPROVAL OF FORM OF LOAN AGREEMENT AND
SERIES 2020 NOTE. The County hereby approves a term loan from the Noteholder in
the principal amount of not to exceed $4,000,000. The Mayor and the Clerk shall
determine, upon the advice of the Financial Advisor, the specific principal amount of the
Loan. The terms and provisions of the Loan Agreement in substantially the form attached
hereto as Exhibit B are hereby approved,with such changes, insertions and additions as the
Mayor and the Clerk may approve. The County hereby authorizes the Mayor to execute
and deliver, and the Clerk to attest and affix the County seal to, the Loan Agreement
substantially in the form attached hereto as Exhibit B, with such changes, insertions and
additions as the Mayor and the Clerk may approve,their execution thereof being conclusive
evidence of such approval. In order to evidence the loan under the Loan Agreement, it is
necessary to provide for the execution of the Series 2020 Note. The Mayor and the Clerk
are authorized to execute and deliver the Series 2020 Note substantially in the form
attached to the Loan Agreement as Exhibit A with such changes,insertion and additions as
they may approve, their execution thereof being evidence of such approval.
SECTION 7. LIMITED OBLIGATION. The obligation of the County to
repay the Series 2020 Note is a limited and special obligation payable from Non-Ad
Valorem Revenues solely in the manner and to the extent set forth in the Loan Agreement
and shall not be deemed a pledge of the faith and credit or taxing power of the County and
such obligation shall not create a lien on any property whatsoever of or in the County. The
Non-Ad Valorem Revenues shall consist of legally available Non-Ad Valorem Revenues
budgeted and appropriated by the Board to pay debt service on the Series 2020 Note,all in
the manner and to the extent described in the Loan Agreement.
SECTION 8. DESIGNATION OF THE SERIES 2020 NOTE AS A
QUALIFIED TAX-EXEMPT OBLIGATION. The County hereby designates the
Series 2020 Note as a "qualified tax-exempt obligation" under Section 265(b)(3) of the
Code. This designation is based upon the findings of the County set forth in Section 1(H)
hereof and the Mayor and the Clerk are each authorized to certify such finding upon the
issuance of the Series 2020 Note.
3
SECTION 9. GENERAL AUTHORIZATION. The Mayor,the Clerk,and
the County Administrator are authorized to execute and deliver such documents,
instruments and contracts, whether or not expressly contemplated hereby, that are
necessary or desirable to carry out the transactions contemplated herein, and the County
Attorney, Bond Counsel, the Financial Advisor and other employees or agents of the
County are hereby authorized and directed to do all acts and things required hereby or
thereby as may be necessary for the full, punctual and complete performance of all the
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 10. 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 11. 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 16th day of September
2020.
------- Mayor Heather Carruthers Yes
Mayor Pro Tem Michelle Coldiron Yes
t;,` Commissioner Craig Cates Yes
Commissioner Sylvia Murphy Yes
p Commissioner David Rice Yes
a
V BOARD OF COUNTY COMMISSIONERS
- OF MONROE COUNTY, FLORIDA
Attest: Kevin Madok,Clerk irx
or
�r U
By: C t By: r x
As Deputy lerk Mayor
t- = rIl
"+ n
.. O
n _ XI
N C
Approval as to form and content:
Monroe Countty�Attomey's Office
�y
9-- 1-2020
4
EXHIBIT A
PROPOSAL OF TRUIST BANK
[See Tab No. 3]
EXHIBIT B
FORM OF LOAN AGREEMENT
[See Tab No. 2]
LOAN AGREEMENT
BETWEEN
MONROE COUNTY, FLORIDA
AND
TRUST BANK
Dated as of September 28, 2020
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 II
REPRESENTATIONS. WARRANTIES AND COVENANTS; SECURITY FOR
SERIES 2020 NOTE
SECTION 2.01. REPRESENTATIONS BY THE COUNTY 6
SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE NOTEHOLDER 6
SECTION 2.03. SERIES 2020 NOTE SHALL NOT BE INDEBTEDNESS OF
THE COUNTY OR STATE 7
SECTION 2.04. COVENANT TO BUDGET AND APPROPRIATE NON-AD
VALOREM REVENUES 7
SECTION 2.05. PAYMENT COVENANT 8
SECTION 2.06. ANTI-DILUTION 8
SECTION 2.07. TAX COVENANT 9
SECTION 2.08. OTHER COVENANTS. 9
ARTICLE III
DESCRIPTION OF SERIES 2020 NOTE; PAYMENT TERMS; OPTIONAL
PREPAYMENT
SECTION 3.01. DESCRIPTION OF THE SERIES 2020 NOTE 10
SECTION 3.02. OPTIONAL PREPAYMENT 11
SECTION 3.03. ADJUSTMENT TO INTEREST RATE 12
ARTICLE IV
EVENTS OF DEFAULT; REMEDIES
SECTION 4.01. EVENTS OF DEFAULT 14
SECTION 4.02. REMEDIES 14
ARTICLE V
MISCELLANEOUS
SECTION 5.01. ENTIRE AGREEMENT; AMENDMENTS TO THIS
AGREEMENT 15
SECTION 5.02. COUNTERPARTS 15
SECTION 5.03. SEVERABILITY 15
SECTION 5.04. TERM OF AGREEMENT 15
SECTION 5.05. NOTICE OF CHANGES IN FACT 15
SECTION 5.06. NOTICES 15
SECTION 5.07. NO THIRD-PARTY BENEFICIARIES 16
SECTION 5.08. APPLICABLE LAW 16
SECTION 5.09. WAIVER OF JURY TRIAL 16
SECTION 5.10. INCORPORATION BY REFERENCE 17
EXHIBIT A - FORM OF SERIES 2020 NOTE
This LOAN AGREEMENT (this "Agreement") is made and entered into as of
September 28, 2020, by and between MONROE COUNTY, FLORIDA, a political
subdivision of the State of Florida, and its successors as may be provided by law (the
"County"), and TRUIST BANK, a state banking corporation duly organized and existing
under the laws of the State of North Carolina and authorized to do business in the State of
Florida, and its successors and assigns (the "Noteholder");
WITNESSETH:
WHEREAS, the County is authorized by provisions of the Florida Constitution,
Chapter 125, Florida Statutes and other applicable provisions of law (collectively, the
"Act") to, among other things, acquire, construct, equip, own, sell, lease, operate and
maintain various capital improvements and public facilities to promote the health, 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 Clerk of the Circuit Court of Monroe County, Florida requires
certain capital improvements for its operations in the form of a new Enterprise Resource
Planning system; and
WHEREAS, the acquisition, installation and implementation of such Enterprise
Resource Planning system (the "Series 2020 Project") will improve and maintain the
health, safety and welfare of the citizens of the County and satisfy a public purpose; and
WHEREAS, the County,- with the assistance of its Financial Advisor. PFM
Financial Advisors LLC, issued a Request for Proposals soliciting proposals from various
financial institutions to provide a term loan to the County to finance costs of the Series
2020 Project and pay costs of issuance; and
WHEREAS, the proposal submitted by the Noteholder was the most favorable
proposal received by the County; and
WHEREAS, the Noteholder is willing to make a term loan to the County, and the
County is willing to incur such term loan, pursuant to the terms and provisions of this
Agreement in an aggregate principal amount of$4,000,000 to finance costs of the Series
2020 Project and pay costs of issuance.
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.
"Act" shall mean the Florida Constitution, Chapter 125, Florida Statutes, and other
applicable provisions of law.
"Ad Valorem Revenues" shall mean all revenues of the County derived from the
levy and collection of ad valorem taxes.
"Agreement" shall mean this Loan Agreement, dated as of September 28, 2020,
between the County and the Noteholder and any and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Board" shall mean the Board of County Commissioners of Monroe County,
Florida.
"Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A., Tampa, Florida or
any other attorney at law or firm of attorneys, of nationally recognized standing in matters
pertaining to the federal tax exemption of interest on obligations issued by states and
political subdivisions, and duly admitted to practice law before the highest court of any
state of the United States of America.
"Business Day" shall mean any day other than a Saturday, Sunday or a day on
which the Noteholder is authorized or required to be closed.
"Clerk" shall mean the Clerk of the Circuit Court of Monroe County, Florida and
Ex-Officio Clerk of the Board of County Commissioners of the Monroe County, Florida
and such other person as may be duly authorized to act on her or his behalf, including any
Deputy Clerk.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and applicable
rules and regulations.
"Counterparty" shall mean the entity cntcring into a Hedge Agreement with the
County. Counterparty would also include any guarantor of such entity's obligations under
such Hedge Agreement.
"County" shall mean Monroe County, Florida, a political subdivision of the State
of Florida.
2
"County Administrator" shall mean the County Administrator of the County or,
in his or her absence or unavailability, any Assistant County Administrator or a designee
of the County Administrator.
"Debt" means at any date (without duplication) all of the following to the extent
that they are secured by or payable in whole or in part from any Non-Ad Valorem Revenues
(A) all obligations of the County for borrowed money or evidenced by bonds, debentures,
notes or other similar instruments; (B) all obligations of the County to pay the deferred
purchase price of property or services, except trade accounts payable under normal trade
terms and which arise in the ordinary course of business; (C) all obligations of the County
as lessee under capitalized leases; and (D) all indebtedness of other Persons to the extent
guaranteed by, or secured by, Non-Ad Valorem Revenues of the County; provided,
however, if with respect to any obligation contemplated in (A), (B), or (C) above, the
County has covenanted to budget and appropriate sufficient Non-Ad Valorem Revenues as
a secondary source of funds to satisfy such obligation but has not secured such obligation
with a lien on or pledge of any Non-Ad Valorem Revenues then, and with respect to any
obligation contemplated in (D) above, such obligation shall not be considered "Debt" for
purposes of this Loan Agreement unless the County has actually used Non-Ad Valorem
Revenues to satisfy such obligation during the immediately preceding Fiscal Year or
reasonably expects to use Non-Ad Valorem Revenues to satisfy such obligation in the
current or immediately succeeding Fiscal Year. After an obligation is considered "Debt"
as-a-result of the proviso set forth in the immediately preceding sentence, it shall continue
to be considered "Debt" until the County has not used any Non-Ad Valorem Revenues to
satisfy such obligation for two consecutive Fiscal Years.
"Default Rate" shall mean the lesser of(A) the then applicable Interest Rate plus
200 basis points (2.00%) per annum, or (B) the maximum rate allowable under applicable
law.
"Determination of Taxability" shall mean the circumstance of interest paid or
payable on the Series 2020 Note becoming includable for federal income tax purposes in
the gross income of the Noteholder as a consequence of any act or omission of the County.
A Determination of Taxability will be deemed to have occurred upon (A) the receipt by
the County or the Noteholder of an original or a copy of an Internal Revenue Service
Technical Advice Memorandum or Statutory Notice of Deficiency or other official letter
or correspondence from the Internal Revenue Service which holds that any interest payable
on the Series 2020 Note is includable in the gross income of the Noteholder; (B) the
issuance of any public or private ruling of the Internal Revenue Service that any interest
payable on the Series 2020 Note is includable in the gross income of the Noteholder, or
(C) receipt by the County or the Noteholder of an opinion of a Bond Counsel that any
interest on the Series 2020 Note has become includable in the gross income of the
Noteholder for federal income tax purposes. For all purposes of this definition, a
3
Determination of Taxability will be deemed to occur on the date as of which the interest
on the Series 2020 Note is deemed includable in the gross income of the Noteholder.
"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.
"Fitch" shall mean Fitch Ratings, and any successors or assigns thereto.
"Hedge Agreement" shall mean an agreement in writing between the County and
the Counterparty pursuant to which (I) the County agrees to pay to the Counterparty an
amount, either at one time or periodically, which may, but is not required to, be determined
by reference to the amount of interest(which may be at a fixed or variable rate)payable on
debt(or a notional amount) specified in such agreement during the period specified in such
agreement and (2) the Counterparty agrees to pay to the County an amount, either at one
time or periodically, which may, but is not required to, be determined by reference to the
amount of interest (which may be at a fixed or variable rate)payable on debt (or a notional
amount) specified in such agreement during the period specified in such agreement.
"Hedge Payments" shall mean any amounts payable by the County on the debt or
the related notional amount under a Qualified Hedge Agreement;excluding, however, any
payments due as a penalty or by virtue of termination of a Qualified Hedge Agreement or
any obligation of the County to provide collateral.
"Interest Rate" shall mean a fixed interest rate equal to 1.11% per annum. The
Interest Rate is subject to adjustment pursuant to Section 3.03 and Section 4.02 hereof.
"Maturity Date" shall mean April 1, 2025.
"Mayor" shall mean the Mayor of the Board and in her or his absence or
unavailability, the Mayor Pro Tem of the Board and such other person as may be duly
authorized to act on his or her behalf.
"Maximum Annual Debt Service" shall mean the maximum annual debt service
to come due during any Fiscal Year of the County on the outstanding Series 2020 Note.
"Moody's" shall mean Moody's Investors Service, and any successor or assigns
thereto.
"Non-Ad Valorem Revenues" shall mean all revenues of the County, other than
Ad Valorem Revenues, which are legally available to make the payments required herein
"Noteholder" shall mean Truist Bank, and its successors and assigns.
4
"Person" shall mean an individual, a corporation, a partnership, an association, a
joint stock company, a trust, any unincorporated organization, governmental entity or other
legal entity.
"Qualified Hedge Agreement" shall mean a Hedge Agreement with respect to
which the County has received written notice from at least two of the Rating Agencies that
the rating of the Counterparty is not less than "A," without regard to gradations or other
modifiers.
"Rating Agencies" shall mean Fitch, Moody's and Standard and Poor's.
"Resolution" shall mean Resolution No. 249-2020 adopted by the Board on
September 16, 2020, which among other things authorized the execution and delivery of
this Loan Agreement and the issuance of the Series 2020 Note.
"Series 2020 Note" shall mean the Monroe County, Florida Special Obligation
Revenue Note, Series 2020, authorized to be issued by the Resolution and more particularly
described in Article III hereof.
"Series 2020 Project" shall have the meaning ascribed thereto in the recitals
hereof.
"Standard and Poor's" shall mean S&P Global Ratings, and any successors and
assigns thereto.
"State" shall mean the State of Florida.
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 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 SERIES 2020 NOTE
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 Resolution,
the County has duly authorized the execution and delivery of this Agreement, the
performance by the County of all of its obligations hereunder, and the issuance of the Series
2020 Note in the principal amount of$4,000,000.
(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 this Agreement or under the Series 2020
Note, and to perform all of its obligations hereunder and under the Series 2020 Note and,
to the best knowledge of the County, the transactions contemplated hereby do not conflict
with the terms of any statute, order, rule, regulation, judgment, decree, agreement,
instrument or commitment to which the County is a party or by which the County is bound.
(c) The County is duly authorized and entitled to issue the Series 2020 Note and
enter the Agreement and, when executed and delivered, the Series 2020 Note and the
Agreement will each constitute a legal, valid and binding obligation of the County
enforceable in accordance with its respective terms, subject as to enforceability to
bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting
creditors' rights generally, or by the exercise of judicial discretion in accordance with
general principles of equity.
(d) There are no actions, suits or proceedings pending or, to the best knowledge
of the County, threatened against or affecting the County, at law or in equity, or before or
by any governmental authority, that, if adversely determined, would materially impair the
ability of the County to perform the County's obligations under this Agreement or under
the Series 2020 Note, or which would have a materially adverse effect on the County
(financial or otherwise).
SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE NOTEHOLDER. The Noteholder hereby represents, warrants
and agrees that it is a state banking corporation duly organized and existing under the laws
of the State of North Carolina and 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 charter, articles of association or bylaws. Pursuant to the terms and
provisions of this Agreement, the Noteholder agrees to provide a term loan to the County
6
as evidenced hereby and by the Series 2020 Note for the purpose of financing costs of the
Series 2020 Project and paying costs of issuance of the Series 2020 Note.
SECTION 2.03. SERIES 2020 NOTE SHALL NOT BE INDEBTEDNESS
OF THE COUNTY OR STATE. The Series 2020 Note, when delivered by the County
pursuant to the terms of this Agreement, shall not be or constitute an indebtedness of the
County, the State of Florida or any political subdivision or agency thereof; within the
meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be
payable solely as herein provided. The Noteholder shall never have the right to compel the
exercise of the ad valorem taxing power of the County or taxation in any form on any
property therein to pay the Series 2020 Note or the interest thereon. The Series 2020 Note
is a special and limited obligation secured by and payable as to principal and interest from
the Non-Ad Valorem Revenues, to the extent and in the manner provided herein.
SECTION 2.04. COVENANT TO BUDGET AND APPROPRIATE NON-
AD VALOREM REVENUES. The County covenants and agrees to budget and
appropriate in its annual budget for each Fiscal Year in which any amounts due hereunder
or with respect to the Series 2020 Note remain unpaid or outstanding, by amendment, if
necessary, from Non-Ad Valorem Revenues amounts sufficient to pay principal of and
interest on the Series 2020 Note when due. Such covenant and agreement on the part of
the County to budget and appropriate such amounts of Non-Ad Valorem Revenues shall
be cumulative to the extent not paid and shall continue until such Non-Ad Valorem
Revenues or other legally available funds in amounts sufficient to make all such required
payments shall have been budgeted, appropriated and actually paid. Notwithstanding the
foregoing covenant of the County, the County does not covenant to maintain any services
or programs, now provided or maintained by the County, which generate Non-Ad Valorem
Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of
such Non-Ad Valorem Revenues, nor does it preclude the County from pledging in the
future its Non-Ad Valorem Revenues, nor does it require the County to levy and collect
any particular Non-Ad Valorem Revenues, nor does it give the Noteholder a prior claim
on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the County.
Such covenant to appropriate Non-Ad Valorem Revenues is subject in all respects to the
payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore
or hereafter entered into (including the payment of debt service on bonds and other debt
instruments). However, the covenant to budget and appropriate for the purposes and in the
manner stated herein shall have the effect of making available for the payment of the Series
2020 Note, in the manner described herein,Non-Ad Valorem Revenues and placing on the
County a positive duty to appropriate and budget, by amendment, if necessary, amounts
sufficient to meet its obligations hereunder; subject, however, in all respects to the
restrictions of Section 129.07, Florida Statutes, which generally provide that the governing
body of each county may only make appropriations for each Fiscal Year which, in any one
7
year, shall not exceed the amount to be received from taxation or other revenue sources;
and subject, further, to the payment of services and programs which are for essential public
purposes affecting the health, safety and welfare of the inhabitants of the County or which
are legally mandated by applicable law.
SECTION 2.05. PAYMENT COVENANT. The County covenants that it
shall duly and punctually pay from the Non-Ad Valorem Revenues budgeted and
appropriated in accordance with Section 2.04 hereof, the principal of and interest on the
Series 2020 Note at the dates and place and in the manner provided herein and in the Series
2020 Note according to the true intent and meaning thereof and all other amounts due under
this Agreement.
SECTION 2.06. ANTI-DILUTION. During such time as the Series 2020 Note
is outstanding hereunder or any amounts due hereunder or with respect to the Series 2020
Note remain unpaid or outstanding,the County agrees and covenants that upon the issuance
of any subsequent Debt, Non-Ad Valorem Revenues shall cover projected Maximum
Annual Debt Service on the Series 2020 Note and maximum annual debt service on Debt
by at least 1.2x. The calculations required by the immediately preceding sentence shall be
determined using the average of actual receipts for the prior two Fiscal Years based on the
County's annual audited financial statements for such Fiscal Years. In addition, for
purposes of such calculations, Maximum Annual Debt Service on the Series 2020 Note
and maximumannual debt service on Debt shall be determined on an aggregate basis
whereby the annual debt service for each is combined and the overall maximum is
determined.
For the purposes of the covenants contained in this Section 2.06, maximum annual
debt service on Debt means, with respect to Debt that bears interest at a fixed interest rate,
the actual maximum annual debt service, and, with respect to Debt which bears interest at
a variable interest rate, maximum annual debt service on such Debt shall be determined
assuming that interest accrues on such Debt at the current 'Bond Buyer Revenue Bond
Index" as published in The Bond Buyer no more than two weeks prior to any such
calculation; provided, however, if any Debt, whether bearing interest at a fixed or variable
interest rate, constitutes Balloon Indebtedness, as defined in the immediately following
sentence, maximum annual debt service on such Debt shall be determined assuming such
Debt is amortized over 25 years on an approximately level debt service basis. For purposes
of the foregoing sentence, "Balloon Indebtedness" means Debt,25%or more of the original
principal of which matures during any one Fiscal Year. In addition, with respect to debt
service on any Debt which is subject to a Qualified Hedge Agreement, interest on such
Debt during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge
Payments coming due during such period of time. With respect to debt service on any Debt
with respect to which the County elects to receive or is otherwise entitled to receive direct
subsidy payments from the United States Department of Treasury, when determining the
interest on such Debt for any particular interest payment date the amount of the
8
corresponding subsidy payment shall be deducted from the amount of interest which is due
and payable with respect to such Debt on the interest payment date and shall not be included
in the determination of Non-Ad Valorem Revenues for purposes of this Section 2.06. but
only to the extent that the County reasonably believes that it will be in receipt of such
subsidy payment on or prior to such interest payment date.
SECTION 2.07. TAX COVENANT. (a) In order to maintain the exclusion
from gross income for purposes of federal income taxation of interest on the Series 2020
Note, the County shall comply with each requirement of the Code applicable to the
Series 2020 Note. In furtherance of the covenant contained in the preceding sentence, the
County agrees to continually comply with the provisions of the Tax Certificate, which is
incorporated fully by reference herein, as a source of guidance for achieving compliance
with the Code.
(b) The County shall make any and all rebate payments required to be made to
the United States Department of the Treasury in connection with the Series 2020 Note
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 Series 2020 Note for federal income tax purposes, the covenants
contained in this Section shall survive the payment of the Series 2020 Note 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 Series 2020 Note to be an "arbitrage bond" within the meaning of Section
148(a) of the Code.
SECTION 2.08. OTHER COVENANTS. The County will furnish to the
Noteholder within 270 days after the close of each Fiscal Year a copy of the annual audited
financial statements of the County, audited by a certified public accountant. The County
shall provide the Noteholder with a copy of the annual budget of the County each year and
any material amendments thereto within 60 days of the final adoption of such budget or
amendments. With reasonable promptness the County shall provide such other information
as may be reasonably requested by the Noteholder from time to time.
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9
ARTICLE III
DESCRIPTION OF SERIES 2020 NOTE; PAYMENT TERMS;
OPTIONAL PREPAYMENT
SECTION 3.01. DESCRIPTION OF THE SERIES 2020 NOTE. (a) The
County hereby authorizes the issuance and delivery of the Series 2020 Note to the
Notcholder which Series 2020 Note shall be in an amount equal to FOUR MILLION AND
00/100 DOLLARS ($4,000,000.00) and shall be designated as the "Monroe County,
Florida Special Obligation Revenue Note, Series 2020." The text of the Series 2020 Note
shall be substantially in the form attached hereto as Exhibit A, with such omissions,
insertions and variations as may be necessary and desirable to reflect the particular terms
of the Series 2020 Note. The provisions of the form of the Series 2020 Note are hereby
incorporated in this Agreement.
(b) The Series 2020 Note shall be dated the date of its delivery. The Series 2020
Note shall be executed in the name of the County by the manual signature of the Mayor
and the official seal of the County shall be affixed thereto and attested by the manual
signature of the Clerk. In case any one or more of the officers who shall have signed or
sealed the Series 2020 Note shall cease to be such officer of the County before the Series
2020 Note so signed and sealed shall have been actually delivered, such Series 2020 Note
may nevertheless be delivered as herein provided and may be issued as if the person who
signed or sealed such Series 2020 Note had not ceased to hold such office.
(c) The Series 2020 Note shall bear interest from its date of issuance at the
Interest Rate(calculated on a 30/360 day count basis)as the same maybe adjusted pursuant
to Section 3.03 and Section 4.02 hereof. Interest on the Series 2020 Note shall be payable
semi-annually on April 1 and October I of each year, commencing April 1, 2021 (each an
"Interest Payment Date") so long as any amount under the Series 2020 Note remains
outstanding. Principal of the Series 2020 Note shall be payable annually on April 1 of each
year, commencing April I, 2021 (each a "Principal Payment Date"), through and including
the Maturity Date. The aggregate annual principal payments shall be set forth in the Series
2020 Note.
(d) All payments of principal of and interest on the Series 2020 Note 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 Noteholder in
whose name the Series 2020 Note shall be registered on the registration books maintained
by the County as of the close of business on the fifteenth day (whether or not a Business
Day) of the calendar month next preceding an Interest Payment Date or Principal Payment
Date (i) in immediately available funds, (ii) by delivering to the Noteholder no later than
the applicable Interest Payment Date or Principal Payment Date a wire transfer, or (iii) in
such other manner as the County and the Noteholder shall agree upon in writing. After the
County makes the final payment of the principal of the Series 2020 Note and all other
I0
amounts due hereunder and under the Note have been paid in full, the Noteholder will
either provide the County with the cancelled Series 2020 Note or shall otherwise notify the
County in writing that such Series 2020 Note has been fully paid and cancelled. If any
Interest Payment Date or Principal Payment Date is not a Business Day, the corresponding
payment shall be due on the next succeeding Business Day. The County shall maintain
books and records with respect to the identity of the holders of the Note, including a
complete and accurate record of any assignment of this Agreement and the Series 2020
Note as provided in Section 3.01(0.
(e) Except as otherwise provided herein, the Noteholder shall pay for all of its
costs relating to regular servicing the term loan. The County shall pay the fees of the
Noteholder's legal counsel in the amount of$7,500.
(1) The Noteholder's right, title and interest in and to the Series 2020 Note and
any amounts payable by the County thereunder may be assigned and reassigned in whole
only by the Noteholder, without the necessity of obtaining the consent of the County;
provided, that any such assignment, transfer or conveyance shall be made only to (a) an
affiliate of the Noteholder or(b) a bank, insurance company or their affiliate,provided that
any such entity is purchasing the Series 2020 Note for its own account with no present
intention to resell or distribute the Series 2020 Note, subject to each investor's right at any
time to dispose of the Series 2020 Note as it determines to be in its best interests or (c) a
"qualified institutional buyer," as defined in Rule 144A of the Securities Act of 1933, or
an "accredited investor," as defined in Rule 501 of Regulation D. Upon notification by the
Noteholder to the County of the Noteholder's intent to assign and sell its right, title and
interest in and to the Series 2020 Note as herein provided, the County agrees that it shall
execute and deliver to the assignee Noteholder, a Series 2020 Note in the principal amount
so assigned, registered in the name of the assignee Noteholder, executed and delivered by
the County in the same manner as provided herein and with an appendix attached thereto
setting forth the amounts to be paid on each Principal Payment Date with respect to the
Series 2020 Note. In all cases of an assignment of the Series 2020 Note, the County shall
at the earliest practical time enter the change of ownership in the registration books;
provided, however, the written notice of assignment must be received by the Clerk at the
County's address set forth in Section 6.05 hereof no later than the close of business on the
fifteenth (15th) day (whether or not a Business Day) of the calendar month next preceding
an Interest Payment Date in order to have such transfer recorded on the books and records
of the County on such next succeeding Interest Payment Date.
Nothing contained in this Section 3.01(0 shall be interpreted to prohibit the
Noteholder from selling participations in the Series 2020 Note to any investors meeting the
conditions set forth in the immediately preceding paragraph.
SECTION 3.02. OPTIONAL PREPAYMENT. (a) The Series 2020 Note
may be prepaid in whole but not in part on any Business Day at a price equal to 100% of
11
the principal amount of the Series 2020 Note to be prepaid plus accrued interest thereon to
the date of prepayment without penalty or premium.
(b) Any prepayment of the Series 2020 Note shall be made on such Business
Day as shall be specified by the County in a notice delivered to the Noteholder not less
than ten (10) days prior thereto specifying the principal amount of the Series 2020 Note to
be prepaid and the date that shall be the date of such prepayment. Notice having been
given as aforesaid, the amount of the outstanding principal of the Series 2020 Note to be
prepaid shall become due and payable on the date of prepayment stated in such notice
together with interest accrued and unpaid to the date of prepayment on the principal amount
then being paid. If on the date of prepayment moneys for the payment of the principal
amount to be prepaid on the Series 2020 Note, together with interest to the date of
prepayment on such principal amount, shall have been paid to the Noteholder as above
provided, then from and after the date of prepayment, interest on such prepaid principal
amount of the Series 2020 Note shall cease to accrue. If said money shall not have been
so paid on the date of prepayment, such principal amount of the Series 2020 Note shall
continue to bear interest until payment thereof at the then applicable Interest Rate. Any
such failure to pay the prepayment price shall not constitute an Event of Default hereunder.
SECTION 3.03. ADJUSTMENT TO INTEREST RATE. (a) In the event of
a Determination of Taxability, the Interest Rate on the Series 2020 Note shall be adjusted
(the "Adjusted Rate") in such manner as shall be determined by the Noteholder, absent
manifest error, as shall be necessary to provide to the Noteholder an after-tax yield on the
then outstanding principal amount of the Series 2020 Note equal to the after-tax yield to
the Noteholder, if such Determination of Taxability had not occurred, from the date such
interest must be included in such gross income; provided, however, such Adjusted Rate
shall never exceed the maximum rate allowable by law. Immediately upon a Determination
of Taxability and in no event later than thirty (30) days after such Determination of
Taxability,the County agrees to pay the Additional Amount to the Noteholder. "Additional
Amount" means (a) the difference between (i) interest on the Series 2020 Note for the
period commencing on the earliest date on which the interest on the Series 2020 Note (or
portion thereof) is deemed to have lost its tax-exempt status (which may be as early as the
date of issuance of the Series 2020 Note) and ending on the effective date of the adjustment
of the Interest Rate to the Adjusted Rate (the "Prior Taxable Period") at a rate per annum
equal to-the Adjusted Rate and(ii) the aggregate amount of interest paid on the Series 2020
Note during the Prior Taxable Period at the Interest Rate applicable to the Series 2020 Note
prior to the adjustment to the Adjusted Rate, plus (b) any penalties, fines, fees, costs and
interest paid or payable by the Noteholder to the Internal Revenue Service by reason of
such Determination of Taxability.
(b) If for any reason it shall be determined that any portion of the Series 2020
Note is not a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of
the Code, then the Interest Rate thereon shall be increased to such rate as shall provide the
12
Noteholder with the same rate of return that the Noteholder would have otherwise received
on such amounts taking into account the diminished deductibility of interest expense of the
Noteholder under Section 265 of the Code as a result of the non "qualified tax-exempt
obligation" status of the Series 2020 Note, together with any penalties, fines, fees, or costs
and interest paid or payable by the Noteholder to the Internal Revenue Service as a result
thereof; provided, however, such increased rate shall never exceed the maximum rate
allowable by law. Upon the written request of the County, the Noteholder shall provide
the County with evidence supporting any such increase.
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13
ARTICLE IV
EVENTS OF DEFAULT; REMEDIES
SECTION 4.01. EVENTS OF DEFAULT. An "Event of Default" shall he
deemed to have occurred under this Agreement if:
(a) The County shall fail to make timely payment of principal or interest when
due with respect to the Series 2020 Note;
(b) Any representation or warranty of the County contained in Article II of this
Agreement shall prove to be untrue in any material respect when made;
(c) Any covenant of the County contained in this Agreement shall be breached
or violated for a period of 30 days from when the County receives notice from the
Noteholder of such breach or violation;
(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.
SECTION 4.02. REMEDIES. If any event of default shall have occurred and
be continuing, the Noteholder or any trustee or receiver acting for the Noteholder may
either at law or in equity, by suit, action, mandamus or other proceedings in any court of
competent jurisdiction, protect and enforce any and all rights under the laws of the State of
Florida, or granted and contained in this Agreement, and may enforce and compel the
performance of all duties required by this Agreement or by any applicable statutes to be
performed by the County or by any officer thereof, including, but not limited to, specific
performance. No remedy herein conferred upon or reserved to the Noteholder is intended
to be exclusive of any other remedy or remedies, and each and every such remedy shall be
cumulative, and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute. Notwithstanding any other provision
hereof, no Noteholder, trustee or receiver shall ever have the right to declare the Series
2020 Note immediately due and payable. Upon the occurrence of an Event of Default
pursuant to Section 4.01(a) hereof and the continuance of such Event of Default for five
(5) days, the Noteholder may adjust the Interest Rate to the Default Rate which shall be
effective until such Event of Default has been cured.
14
ARTICLE V
MISCELLANEOUS
SECTION 5.01. ENTIRE AGREEMENT; AMENDMENTS TO THIS
AGREEMENT. (A) This Agreement constitutes the entire agreement between the
Noteholder and the County and all negotiations and oral understandings between the parties
are merged herein. The terms and conditions set forth in this Agreement supersede any
and all previous agreements, promises, negotiations or representations. Any other
agreements, promises, negotiations or representations not expressly set forth or
incorporated into this Agreement are of no force and effect.
(B) None of the Series 2020 Note, the Resolution nor this Agreement shall be
amended, changed or modified without the prior written consent of the Noteholder and the
County.
SECTION 5.02. COUNTERPARTS. 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 5.03. SEVERABILITY. 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 5.04. TERM OF AGREEMENT. This Agreement shall be in full
force and effect from the date hereof and shall continue in effect as long as the Series 2020
Note is outstanding.
SECTION 5.05. NOTICE OF CHANGES IN FACT. Promptly after the
County becomes aware of the same, the County will notify the Noteholder of any change
in -any-material fact or circumstance represented or warranted by the County in this
Agreement or in connection with the issuance of the Series 2020 Note.
SECTION 5.06. 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, 500 Whitehead Street, Key
West, Florida 33040, Attention: Monroe County Clerk of Court, with a copy to: County
Administrator, 1100 Simonton Street, Suite 205, Key West, Florida 33040, and to the
Noteholder,Truist Bank, 5130 Parkway Plaza Boulevard, Charlotte, North Carolina 28217,
15
Attention: Governmental Finance, 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 5.07. NO THIRD-PARTY BENEFICIARIES. This Agreement is
for the benefit of the County and the Noteholder and their respective successors and
assigns, and there shall be no third-party beneficiary with respect thereto.
SECTION 5.08. APPLICABLE LAW. The substantive laws of the State of
Florida shall govern this Agreement.
SECTION 5.09. WAIVER OF JURY TRIAL. Each party waives, to the
fullest extent permitted by applicable law, any right it may have to a trial by jury in respect
of any proceedings relating to this Agreement.
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16
SECTION 5.10. INCORPORATION BY REFERENCE. All of the terms
and obligations of the Resolution are hereby incorporated herein by reference as if said
Resolution was fully set forth in this Agreement and the Series 2020 Note.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first set forth herein.
0;;:7'4';\ MONROE COUNTY, FLORIDA
By:
I� �`- Hea er C hers, Mayor
� n Madok, Clerk
�
By: gR^ '.''
As Deputy Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
By:
County Attorney's Office
TRUIST BANK
By:
Andre G. Smith, Senior Vice President
17
EXHIBIT A
$4,000,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
MONROE COUNTY, FLORIDA
SPECIAL OBLIGATION REVENUE NOTE
SERIES 2020
Interest Rate Date of Issuance Final Maturity Date
1.11% September 28, 2020 April 1, 2025
KNOW ALL MEN BY THESE PRESENTS, that Monroe County, Florida (the
"County"), for value received, hereby promises to pay, solely from the Non-Ad Valorem
Revenues described in the within mentioned Agreement to the extent and in the manner
provided in such Agreement, to the order of Truist Bank, or its successors or assigns (the
"Noteholder"), the principal sum of FOUR MILLION AND 00/100 DOLLARS
($4,000,000) pursuant to that certain Loan Agreement by and between the Noteholder and
the County, dated as of September 28, 2020 (the "Agreement"), and to pay interest on the
outstanding principal amount hereof from the Date of Issuance set forth above, or from the
most recent date to which interest has been paid, at the Interest Rate per annum (calculated
on a 30/360 day count basis) identified above (subject to adjustment as provided in the
Agreement) semi-annually on April 1 and October 1 of each year, commencing April 1,
2021 so long as any amount under this Note remains outstanding. Principal of the Series
2020 Note shall be payable annually on April 1 of each year, commencing April I. 2021,
through and including the Maturity Date identified above. The principal repayment
schedule for this Note is set forth in definitive form on Appendix I attached hereto. The
principal and interest on this Note is payable in any coin or currency of the United States
of America which, at the time of payment, is legal tender for the payment of public and
private debts.
This Note is issued under the authority of and in full compliance with the
Constitution and statutes of the State of Florida, including, particularly, Chapter 125,
Florida Statutes, and other applicable provisions of law.and Resolution No. 249-2020 duly
adopted by the County on September 16, 2020 (the "Resolution"), as such Resolution may
be amended and supplemented from time to time, and is subject to all terms and conditions
of the Resolution and the Agreement. Any capitalized term used in this Note and not
otherwise defined shall have the meaning ascribed to such term in the Agreement.
This Note is being issued to finance costs of the acquisition, installation and
implementation of a new Enterprise Resource Planning system for the Clerk's office and
to pay costs of issuance of this Note, all as more particularly described in the Resolution.
A-1
This Note is payable from the Non-Ad Valorem Revenues in the manner and to the extent
provided and described in the Agreement.
This Note shall bear interest at the Interest Rate identified above. Such Interest Rate
is subject to adjustment as provided in Section 3.03 and Section 4.02 of the Agreement.
The Noteholder shall provide to the County upon request such documentation to evidence
the amount of interest due with respect to the Series 2020 Note upon any such adjustment.
Notwithstanding any provision in this Note to the contrary, in no event shall the
interest contracted for, charged or received in connection with this Note (including any
other costs or considerations that constitute interest under the laws of the State of Florida
which are contracted for, charged or received)exceed the maximum rate of interest allowed
under the State of Florida as presently in effect.
All payments made by the County hereon shall apply first to fees, costs, late charges
and accrued interest, and then to the principal amount then due on this Note.
This Note may be prepaid in whole but not in part on any Business Day at a price
equal to 100% of the principal amount of this Note to be prepaid plus accrued interest
thereon to the date of prepayment, without penalty or premium. Any prepayment of this
Note shall be made on such Business Day as shall be specified by the County in a notice
delivered to the Noteholder not less than ten (10) days prior thereto specifying the principal
amount of this Note to be prepaid and the date that shall be the date of such prepayment.
This Note, when delivered by the County pursuant to the terms of the Agreement
and the Resolution, shall not be or constitute an indebtedness of the County or of the State
of Florida within the meaning of any constitutional, statutory or charter limitations of
indebtedness, but shall be payable from the Non-Ad Valorem Revenues, in the manner and
to the extent provided in the Agreement and the Resolution. The Noteholder shall never
have the right to compel the exercise of the ad valorem taxing power of the County or the
State, or taxation in any form of any property therein to pay the Note or the interest thereon.
This Note shall be and have all the qualities and incidents of a negotiable instrument
under the commercial laws and the Uniform Commercial Code of the State of Florida,
subject to the immediately succeeding paragraph and any provisions for registration and
transfer-contained in the Agreement. So long as any of this Note shall remain outstanding,
the County shall maintain and keep books for the registration and transfer of this Note.
The Noteholder's right,title and interest in and to this Note and any amounts payable
by the County hereunder may be assigned and reassigned in accordance with and subject
to the restrictions in the Agreement.
After the County makes the final payment of the principal of this Note and all other
amounts due under the Agreement and under this Note have been paid in full, the
A-2
Noteholder will either provide the County with the cancelled Note or shall otherwise notify
the County in writing that this Note has been fully paid and cancelled.
IN WITNESS WHEREOF, the County caused this Note to be signed by the
manual signature of the Mayor and the seal of the County to be affixed hereto or imprinted
or reproduced hereon, and attested by the manual signature of the County Clerk, and this
Note to be dated the Date of Issuance set forth above.
MONROE COUNTY, FLORIDA
(SEAL)
By:
Heather Carruthers, Mayor
ATTEST: Kevin Madok. Clerk
Pamela G. Hancock, As Deputy Clerk
Approved as to Form and Legal Sufficiency:
County Attorney's Office
A-3
Appendix I
Principal Repayment Schedule for the
MONROE COUNTY, FLORIDA
SPECIAL OBLIGATION REVENUE NOTE,
SERIES 2020
Payment Date Principal
04/01/2021 $440,000
04/01/2022 875,000
04/01/2023 885,000
04/01/2024 895,000
04/01/2025 905,000
A-I-1
BB&T Branch Banking&Trust Company
Governmental Finance
5130 Parkway Plaza Boulevard
Charlotte,North Carolina 28217
Phone(704)954-1700
Fax(704)954-1799
August 26, 2020
Mr. Kevin Madok
Monroe County,FL
1100 Simonton St
Key West,FL 33040
Dear Mr. Madok:
Truist Bank ("Lender") is pleased to offer this proposal for the financing requested by Monroe County, FL
("Borrower").
PROJECT: 2020 Special Obligation Term Loan
AMOUNT: $4,000,000.00
MATURITY DATE: April 1, 2025
INTEREST RATE: 1.11%
TAX STATUS: Tax Exempt—Bank Qualified
PAYMENTS: Interest: Semi-Annual
Principal:Annual
INTEREST RATE
CALCULATION: 30/360
SECURITY: Covenant to Budget and Appropriate legally available non-ad valorem revenues of
the Borrower
PREPAYMENT
TERMS: Prepayable in whole at any time without penalty
RATE
EXPIRATION: October 10,2020
DOCUMENTATION/
LEGAL REVIEW
FEE: $7,500
FUNDING: The financing shall be fully funded at closing and allow for a maximum of four
funding disbursements in the form of wires or checks.
DOCUMENTATION: It shall be the responsibility of the Borrower to retain and compensate counsel to
appropriately structure the financing documents according to Federal and State
statutes. Documents shall include provisions that will outline appropriate changes
to be implemented in the event that this transaction is determined to be taxable or
non-bank qualified in accordance with the Internal Revenue Code. These
provisions must be acceptable to Lender. In the event of default, any amount due,
and not yet paid, shall bear interest at a default rate equal to the interest rate on the
2020 Special Obligation Term Loan plus 2% per annum from and after five (5)
days after the date due.
Lender shall also require the Borrower to provide an unqualified bond counsel
opinion, a no litigation certificate, and evidence of IRS Form 8038 filing. Lender
and its counsel reserve the right to review and approve all documentation before
closing. Lender will not be required to present the bond for payment.
REPORTING
REQUIREMENTS: Lender will require financial statements to be delivered within 270 days after the
conclusion of each fiscal year-end throughout the term of the financing or in
accordance with state requirements.
Lender shall have the right to cancel this offer by notifying the Borrower of its election to do so(whether this
offer has previously been accepted by the Borrower) if at any time prior to the closing there is a material
adverse change in the Borrower's financial condition, if we discover adverse circumstances of which we are
currently unaware, if we are unable to agree on acceptable documentation with the Borrower or if there is a
change in law(or proposed change in law)that changes the economic effect of this financing to Lender.
Costs of counsel for the Borrower and any other costs will be the responsibility of the Borrower.
The stated interest rate assumes that the Borrower expects to borrow no more than $10,000,000 in the current
calendar year and that the financing will qualify as qualified tax-exempt financing under the Internal Revenue
Code. Lender reserves the right to terminate this bid or to negotiate a mutually acceptable interest rate if the
financing is not qualified tax-exempt financing.
We appreciate the opportunity to offer this financing proposal. Please call me at (803) 251-1328 with your
questions and comments. We look forward to hearing from you.
Sincerely,
Truisr Bank
ref
rf14
Andrew G. Smith
Senior Vice President
Exhibit B:PFM Disclosures to Qualified Providers
PFM is soliciting your interest in the above-named transaction pursuant to Securities and Exchange
Commission Release No. 34-89074(June 16, 2020)granting a temporary conditional exemption from
the broker requirements of Section 15(a) of the Securities Exchange Act of 1934 for certain activities
of registered municipal advisors. In connection with such solicitation please be advised of the
following.
• PFM ("we" or "us") represents solely the interests of the City with respect to the above-
referenced transaction and does not represent your interests.
• We have not conducted any due diligence on your behalf.
• Neither PFM nor the City have engaged a broker-dealer to act as a placement agent with respect
to this transaction.
• You may choose to engage the services of a broker-dealer to represent your interests.
Acknowledgment of
RRReceipt:
Name: ,,,,,,aG. J..'
Title:
S
_/ Exhibit C:Certificate of Qualified Provider
August) 2020
The undersigned, on behalf of[Name of Qualified Provider] (the"Purchaser"), in connection with the
purchase of the Agreement or Term Loan(the 'Transaction")hereby represents and warrants as
follows:
1. The Purchaser is a "Qualified Provider" as required by Securities and Exchange Commission
Release No.34-89074(June 16, 2020)which is defined as(i)a bank as defined in Section
3(a)(6) of the Exchange Act of 1934; (ii) a wholly-owned subsidiary of a bank engaged in
commercial lending and financing activities, such as an equipment lease financing
corporation;or(iii)a federally-or state-chartered credit union.
2. The Purchaser is capable of independently evaluating the investment risks of the transaction;
and
3. The Purchaser is not purchasing the Transaction with a view to distributing them.
4. 4.The Purchaser will not transfer any portion of the Transaction within one year of their
issuance date,except to another purchaser that meets the definition of Qualified Provider in
clause (1) above.
IN WITNESS WHEREOF,the undersigned has executed this certificate as of the date first mentioned
above.
[QUALIFIED PROVIDER NAME]
By: P'/1
Name: ///'�d1
Title: (-Y-
9
Monroe County Purchasing Policy and Procedures
ATTACHMENT D.12
VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS
Project Description(s): Ct.n-.IJ a-a /ea.—
Respondent Vendor Name: . J II
Vendor FEIN: .s ( L
Vendor's Authorized Representative Name and Title: Hww '- Jvj Sr' F,
Address: I201 kea.. ST-
City: (al , State: S C- Zip: 2920
Phone Number: ea3 - '/13— V99/
Email Address: /4-6 Sr.:d-%CD 6 6 a ,01-.f .—
Section 287.135,Florida Statutes prohibits a company from bidding on,submitting a proposal for,or entering into
or renewing a contract for goods or services of any amount if,at the time of contracting or renewal, the company
is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes.
or is engaged in a Boycott of Israel. Section 287.135,Florida Statutes,also prohibits a company from bidding on.
submitting a proposal for,or entering into or renewing a contract for goods or services of$1,000,000 or more,that
are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities
in the Iran Petroleum Energy Sector Lists which were created pursuant to s.215.473,Florida Statutes,or is engaged
in business operations in Cuba or Syria.
As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in
the Section entitled-Respondent Vendor Name"is not listed on the Scrutinized Companies that Boycott Israel List
or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized
Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy
Sector List,or engaged in business operations in Cuba or Syria.
I understand that pursuant to Section 287.135, Florida Statutes,the submission of a false certification may subject
company to civil penalties, attorneys fees, and/or costs. I further understand that any contract with the County
may be terminated,al the option of the County,if the company is found to have submitted a false certification or
has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed
on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the
Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria.
Cenifled By: /r},.p.a. ,who is authorized to sign
on behalf of the above referee d ompa
Authorized Signature:
Print Name: Pw.iew Sw.d—
Title: S,.,Y-/z .
Note:The List are available at the following Department of Management Services Site:
http://www.dms.myflorida.com/business operations/state purchasing/vendor information/convicted suspended
discriminatory complaints vendor lists
Revised BOCC 3/18/2020
Page 82 of 92
EXHIBIT D
Monroe County Purchasing Policy and Procedures
ATTACHMENT D.8
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list following a conviction for public
entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may
not submit a bid on a contract with a public entity for the construction or repair of a public building or
public work, may not submit bids on leases of real property to public entity, may not be awarded or
perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with
any public entity, and may not transact business with any public entity in excess of the threshold amount
provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being
placed on the convicted vendor list."
I have read the above and state that neither A-do/eta S...11— (Respondents name) nor any
Affiliate has been placed on the convicted vendor list within the last 36 months.
(Signature) .....
Date: 6124 tea
•
STATE OF: : 4 &-L Cc.r Li V n F
COUNTY OF: ft. . -1=- .. J.
Subscribed and sworn to (or affirmed) before me, by means of,physical presence or 0 online
notarization, on d I z S l2 " (date) by
�•�� r S r�. F`' (name of affiant). He/She is personally known to me or
has produced (type of identification) as identification.
NOTARY PUBLI /
My Commission Expires:
Ca CMOs
"nit'
SunofBootsCer2n
My ComrlllaSloe Expires 11511025
Revised BOCC 3/18/2020
Page 78 of 92
Monroe County Purchasing Policy and Procedures
ATTACHMENT D.9
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
(Company)
"...warrants that heat has not employed, retained or otherwise had act on his/her behalf any former
County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or
employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision
the County may, in its discretion,terminate this Agreement without liability and may also, in its discretion,
deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage,gift, or consideration paid to the former County officer or employee."
(Signatu e) -
Date: e2 s./10 ze .
STATE OF: S o ram. Cc�. of - ✓,o. _
COUNTY OF: • - \ �)^ S L
•
Subscribed and sworn to (or affirmed) before me, by means of,physical presence or 0-online .
notarization, on �" I2 / iC-3
(date) by A r (name of affiant). He/She is personally
known to me or has produced (type of identification) as
identification. CARL CARLOS
Notary Publk,Stateof SOu*CsLOOns
My Commission Expires 11812025
NOTARY PUBLIC
My Commission Expires: 1 l "/.7 "z 3--
Revised BOCC 3/18/2020
Page 79 of 92
Monroe County Purchasing Policy and Procedures
ATTACHMENT D.IO
NON-COLLUSION AFFIDAVIT
I, 4v rvr,..J �__ 1 of thesApof- -.T according to law on my oath,
and under penalty of perjury, depose and say that
a. lam S tr. ✓• P ' of the firm of
s r the bidder making the
Proposal for the project described in the Request for Proposals for
M 2,,.,, (' — and that I executed the said proposal
with full authority to do so;
b. the prices in this bid have been arrived at independently without collusion, consultation,
communication or agreement for the purpose of restricting competition, as to any matter
relating to such prices with any other bidder or with any competitor;
c. unless otherwise required by law,the prices which have been quoted in this bid have not
been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder
prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and
d. no attempt has been made or will be made by the bidder to induce any other person,
partnership or corporation to submit, or not to submit, a bid for the purpose of restricting
competition;
e. the statements contained in this affidavit are true and correct, and made with full
knowledge that Monroe County relies upon the truth of the statements contained in this
affidavit in awarding contracts for said project.
(Signet re) .
Date: zf/ g0'2-D
STATE OF: C<,
COUNTY OF: 0- t L` ( „
Subscribed and sworn to (or affirmed) before me, by means ofXphysical presence or Oonline
notarization, on ' s ' (date) by
A.,„, Ar �= 5�^ • -� (name of affiant). He/She is personally known to me or has
produced (type of Identification)as
identification.
(
NOTARY PUBLIC
My Commission Expires: i / �'1' "
Revised BOCC 3/18/2020
Page 80 of 92 CARL CARLOS
gouty Public,sue at Sant Crowe
My Commission Expires 119n02s
Monroe County Purchasing Policy and Procedures
ATTACHMENT D,11
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
(Name of Business)
1. Publish a statement notifying employees that the unlawful manufacture, distribution,dispensing,
possession, or use of a controlled substance is prohibited in the workplace and specifying the
actions that will be taken against employees for violations of such prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of
maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee
assistance programs, and the penalties that may be imposed upon employees for drug abuse
violations.
3. Give each employee engaged in providing the commodities or contractual services that are under
bid a copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notify the employees that, as a condition of working
on the commodities or contractual services that are under bid, the employee will abide by the
terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo
contendere to, any violation of Chapter 893(Florida Statutes)or of any controlled substance law
of the United States or any state, for a violation occurring in the workplace no later than five (5)
days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or
rehabilitation program if such is available in the employee's community, or any employee who is
so convicted.
6. Make a good faith effort to continue to maintain a drug-free workplace through implementation
of this section,
As the person authorized to sign the statement, I certify that this firm complies fully with the above
requirements.
��
(Signatu e) -
Date: 11,15/202 d
STATE OF: Ste .; f-h Cam.
COUNTY OF: \L • j \ c•-
Subscribed and sworn to (or affirmed) before me„ by
by means of physical presence-or-Ul.online
notarization, on `t'L S " (date) by
r > w S't-\ k-1^ (name of affiant). He/She is personally known to me or
has produced (type of identification)as identification.
R c D
NOTARY PUBLIC
My Commission Expires: L / `` � "`
Revised BOCC 3/18/2020
LOS
Page 81 of 92 CARState of L SoISlCaases
My Commission Expires 1/512025
4
DISCLOSURE LETTER AND
TRUTH-IN-BONDING STATEMENT
September 28, 2020
Board of County Commissioners
of Monroe County, Florida
Key West, Florida
Re: $4,000,000 Monroe County, Florida Special Obligation Revenue
Note, Series 2020
Dear Commissioners:
In connection with the purchase of the $4,000,000 principal amount of the Monroe
County, Florida Special Obligation Revenue Note, Series 2020 (the "Note") authorized to
be issued by Resolution No. 249-2020 adopted by the Board of County Commissioners of
Monroe County, Florida (the "Issuer") on September 16, 2020 (the 'Resolution'), the
undersigned purchaser of the Note (the "Original Purchaser"), hereby acknowledges and
represents that (1)the Original Purchaser is familiar with the Issuer only as it relates to the
above transaction; (2) the Original Purchaser has been furnished certain business and
financial information about the Issuer; (3) the Issuer has made available to the Original
Purchaser the opportunity to obtain additional information and to evaluate the merits and
risks of an investment in the Note; and (4) the Original Purchaser has had the opportunity
to ask questions of and receive answers from representatives of the Issuer concerning the
terms and conditions of the offering and the information supplied to the Original Purchaser.
The Original Purchaser acknowledges and represents that it has been advised that
the Note has not been registered under the Securities Act of 1933, as amended, in reliance
upon the exemption contained in Section 3(a)(2)thereof, and that the Issuer is not presently
registered under Section 12 of the Securities and Exchange Act of 1934, as amended. The
Original Purchaser, therefore, realizes that if and when the Original Purchaser wishes to
resell the Note, there may not be sufficient available current business and financial
information about the Issuer. Further, no trading market now exists for the Note.
Accordingly, the Original Purchaser understands that it may need to bear the risks of this
investment for an indefinite time, since any sale prior to the maturity of the Note may not
be possible or may be at a price below that which the Original Purchaser is paying for the
Note.
It is understood that the Original Purchaser has undertaken to verify the accuracy,
completeness and truth of any statements made concerning any of the material facts relating
to this transaction, including information regarding the business and financial condition of
the Issuer. The Original Purchaser has conducted its own investigation to the extent it
deemed necessary. The Original Purchaser has been offered an opportunity to have made
available to it any and all such information it might request from the Issuer. On this basis,
it is agreed by acknowledgment of this letter that the Original Purchaser hereto is not
relying on any party or person other than the Issuer to undertake the furnishing or
verification of information relating to this transaction.
The Original Purchaser acknowledges that the Note is being purchased as part of a
loan negotiated directly between the Issuer and representatives of the undersigned.
Accordingly, no Official Statement or other disclosure document has been prepared in
connection with the issuance of the Note and the Original Purchaser hereby acknowledges
that it has made its own independent examination of all facts and circumstances
surrounding the Note and the financing and that no reliance has been placed on any findings
by the Issuer in the Resolution or the Loan Agreement (as defined in the Resolution) as to
the ability of the Issuer to meet its payment obligations so as to meet debt service on the
Note or any other representations by anyone other than the Issuer.
The Note has been purchased for the account of the Original Purchaser for
investment purposes only and not with a present view to the distribution, transfer or resale
thereof The Original Purchaser intends to hold and book the Note as a loan in its loan
portfolio; the Purchaser acknowledges that the use of the word "Note" in the name of the
debt instrument is not intended to indicate that the instrument is or is not a security within
the meaning of the Securities Act of 1933. The Purchaser intends to hold the Note for its
own account and for an indefinite period of time and does not presently intend to dispose
of all or any portion of the Note. The Original Purchaser hereby covenants that if the
Original Purchaser subsequently decides to distribute or resell the Note, it shall comply in
all respects with all securities laws then applicable with respect to any such distribution or
resale.
The Original Purchaser further acknowledges and represents that (1) it is the only
initial purchaser of the Note, (2) it has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the Note, and (3) it
isnotpurchasing the Note for more than one account or with a present view to distributing
the Note. The Original Purchaser acknowledges that the representations contained in this
paragraph are being made in order to meet one of the exceptions to the continuing
disclosure requirements set forth in Rule 15c2-12 promulgated under the Securities
Exchange Act of 1934.
Pursuant to the provisions of Section 218.385, Florida Statutes, the Original
Purchaser is providing the following information with respect to the purchase of the Note.
The Original Purchaser represents to you as follows:
2
(a) The nature and estimated amounts of expenses to be incurred and paid on
behalf of the Original Purchaser in connection with the issuance and sale of
the Note is: $7,500.00 fee to bank counsel paid by the Issuer.
(b) There are no "finders," as defined in Section 218.386, Florida Statutes, as
amended, in connection with the issuance of the Note.
(c) No underwriting fee will be paid to the Original Purchaser by you.
(d) No management fee will be charged by the Original Purchaser in connection
with the issuance of the Note.
(e) No other fee, bonus or other compensation will be paid by the Original
Purchaser in connection with the issuance of the Note to any person not
regularly employed or retained by the Original Purchaser (including a
"finder" as defined in Section 218.386, Florida Statutes).
(f) The name and address of the Original Purchaser is:
Truist Bath
5130 Parkway Plaza Boulevard
Charlotte, North Carolina 28217
-- - - Attention: Governmental Finance
(g) The Issuer is proposing to issue the Series 2020 Note for the principal
purpose of certain capital improvements within the Issuer as described in the
Resolution and the Loan Agreement. The Note is expected to be repaid over
approximately 4.5 years. At a true interest cost of approximately 1.11%,total
interest paid over the life of the Note will be $121,915.00. The expected
source of repayment for the Note is the Non-Ad Valorem Revenues (as
defined in the Loan Agreement) budgeted and appropriated in accordance
with the Loan Agreement. At such interest rate, the Note will result in an
average of $914,287.99 (representing average annual debt service on the
Note) of such revenues of the Issuer being expended to pay debt service on
the Note each year that the Note is outstanding and not being available to
finance other services of the Issuer.
Very truly yours,
TRUIST BANK
By:
Andrew G. Smith, Senior Vice President
3
5
INCUMBENCY CERTIFICATE
I,Pamela G.Hancock,Deputy Clerk of the Circuit Court of Monroe County,Florida
and Ex-Officio Deputy Clerk of the Board of County Commissioners of Monroe County,
Florida, DO HEREBY CERTIFY as follows:
1. The following are now, and have continuously been since the dates of
beginning of their respective current tens shown below, the duly elected, qualified and
acting members of the Board of County Commissioners of Monroe County, Florida, and
the dates of the beginning and ending of their respective current terms are hereunder
correctly designated opposite their names:
Beginning Date Ending Date
Member of Current Term of Current Term
Heather Carruthers, Mayor November 2016 November 2020
Michelle Coldiron, Mayor Pro Tem November 2018 November 2022
Sylvia Murphy November 2016 November 2020
David Rice November 2018 November 2022
Craig Cates December 2019 November 2020
3. The following are now, and have continuously been since the dates of
beginning of their respective current terms of office shown below, the duly appointed or
elected (as the case may be), qualified and acting officers of the County and the dates of
the beginning and ending of their respective current terms of office are hereunder correctly
designated opposite their names:
Beginning Date Ending Date
Office Name of Current Term of Current Term
Mayor Heather Carruthers November 2019 November 2020
Clerk Kevin Madok January 2017 January 2021
Deputy Clerk Pamela G. Hancock January 2017 At discretion of Clerk
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the County as of the 28th day of September, 2020.
,t/, Kevin Madok, Clerk of the Circuit Court of
(J - • A.. Monroe County, Florida and Ex-Officio Clerk of
IL the Board of County Commissioners of Monroe
County, Florida
Pamela G. Hancock, As Deputy Clerk
2
6
SIGNATURE CERTIFICATE
We, the undersigned, DO HEREBY CERTIFY as follows:
I. That we did heretofore cause to be officially executed the obligation
described in Schedule A attached hereto (the "Series 2020 Note") of Monroe County,
Florida (the "County").
2. That Heather Carruthers, Mayor of the Board of County Commissioners (the
"Board") of the County, has executed the Series 2020 Note by her manual signature and
that said Mayor was on the date she executed the Series 2020 Note and is now the duly
elected, qualified and acting Mayor of the Board.
3. That Pamela G. Hancock, Deputy Clerk of the Circuit Court of Monroe
County, Florida and Ex-Officio Deputy Clerk of the Board, has caused the signature of the
Mayor to be attested by her manual signature and that said Pamela G. Hancock was on the
date she signed the Series 2020 Note and is now the duly appointed and acting Deputy
Clerk of the Circuit Court of Monroe County, Florida and Ex-Officio Deputy Clerk of the
Board.
4. That the seal which has been imprinted on the Series 2020 Note and upon
this certificate is the legally adopted, proper and only seal of the County.
IN WITNESS WHEREOF, we have hereunto set our hands as of the 28th day of
ai►hf.,.
e
l
Term of
rnislialWr
11/4146", y,�ignature Title of Office Office Expires
Mayor November 2020
/ 4�!_ / Deputy Clerk At discretion of Clerk
SCHEDULE A
$4,000,000
MONROE COUNTY, FLORIDA
Special Obligation Revenue Note,
Series 2020
Payment Date Principal
(April I) Payments
2021 $440,000
2022 875,000
2023 885,000
2024 895,000
2025 905,000
7
GENERAL CERTIFICATE OF THE COUNTY
We, Heather Carruthers, Mayor of the Board of County Commissioners (the
"Board") of Monroe County, Florida (the "County"), and Pamela G. Hancock, Deputy
Clerk of the Circuit Court of Monroe County, Florida and Ex-Officio Deputy Clerk of the
Board, are delivering this Certificate relating to the issuance of the Monroe County, Florida
Special Obligation Revenue Note, Series 2020 (the "Series 2020 Note"). All terms not
otherwise defined herein shall have the meanings ascribed thereto in Resolution
No. 249-2020 adopted by the Board on September 16, 2020 (the "Resolution") or in the
Loan Agreement dated as of September 28, 2020 (the "Agreement"), between the County
and Truist Bank. We hereby certify, to the best of our knowledge, as follows:
1. The County has complied or is presently in compliance with all agreements
related to the Series 2020 Note, including, but not limited to, the Agreement and the
Resolution and has satisfied all conditions on its part to be observed or satisfied under the
Agreement and the Resolution at or prior to the date hereof
2. The representations, warranties, covenants and agreements of the County
contained in the Agreement and the Resolution are true and correct in all respects on and
as of the date hereof as if made on the date hereof
3. The County is not presently in default nor has it been in default since
December 31, 1975 as to the payment of principal or interest with respect to any obligations
issued by it.
4. There is no litigation of which either of us have notice and no litigation is
pending or threatened (A) to restrain or enjoin the issuance or delivery of the Series 2020
Note or the execution or delivery of the Agreement, (B) in any way contesting or affecting
any authority for the issuance of the Series 2020 Note or the execution and delivery of the
Agreement or the validity of the Series 2020 Note, the Resolution or the Agreement, (C) in
any way contesting the existence or powers of the County, (D) to restrain or enjoin the
collection of revenues to be used to pay the principal of and interest on the Series 2020
Note, or (E) which may result in any material adverse change in the business, properties,
assets or the financial condition of the County taken as a whole.
5. The County is not in material breach of or material default under any
applicable constitutional provision, law or administrative regulation of the State or the
United States or any applicable judgment or decree or any loan agreement, indenture, bond,
note, material resolution, material agreement or other material instrument to which the
County is a party or to which the County or any of its property or assets is otherwise subject,
and no event has occurred and is continuing that with the passage of time or the giving of
notice, or both, would constitute a default or event of default under any such instrument;
and the execution and delivery of the Series 2020 Note,the adoption of the Resolution, the
execution and delivery of the Agreement and compliance with the provisions on the
County's part contained therein, will not conflict with or constitute a material breach of or
default under, any constitutional provision, law, administrative regulation, judgment,
decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to
which the County is a party or to which the County or any of its property or assets is
otherwise subject. and any such execution, delivery, adoption or compliance will not result
in the creation or imposition of any lien, charge, or other security interest or encumbrance
of any nature whatsoever upon any of the property or assets of the County under the terms
of any such ordinance, law, regulation or instrument, except as expressly provided by the
Series 2020 Note, the Resolution or the Agreement.
6. Since September 30, 2019, no material adverse change has occurred in the
condition, financial or otherwise, operations, properties, assets or prospects of the County,
the County has not incurred any material liabilities other than in the ordinary course of
business, and there are no pending or, to the best of our knowledge, threatened material
contingent obligations of the County that have not been disclosed to Truist Bank.
7. The interest rate on the Series 2020 Note shall be in compliance with the
maximum interest rate provisions contained in Section 215.84, Florida Statutes.
8. Upon the issuance of the Series 2020 Note, the County will be in compliance
in all respects with Section 2.06 of the Agreement. See Schedule 1 attached hereto.
IN WITNESS WHEREOF,we have hereunto set our hands and affixed the official
seal of the County as of the 28th day of September, 2020.
I/il .t;'.n
MONROE COUNTY, FLORIDA
A
By:
May r, Bo rd County Commissioners
Kevin Madok. Clerk of the Circuit Court of
Monroe County, Florida and Ex-Officio Clerk of
the Board of County Commissioners of Monroe
County, Florida
Ci
Pamela G. Hancock, As Deputy Clerk
2
Schedule 1
Calculations Relating to Compliance with Anti-Dilution Test
Annual Debt Service Requirements
Ft Ending Series 2O14 Mayfield Interoeel 2O14 Clean Water SRF Series 2016 2010 Clean Weter ORE 2O19 Line Term-Our 2O20 Bark Loan Total OS
2021 4281376 2,CN,COJ 9,004.902 1119.135 682.800 858,116 462.570 184011,099
2022 4,279,336 ?CN,0O] 9604.902 1124,263 '682.003 858,116 914516 18,863.133
2023 4280,172 2OJOOW 9004.902 1.119,053 662,WJ 858.115 914.804 18659.046
2024 4283,766 2,CN,0O3 96E4,902 1.118,874 662,W3 858,115 914,980 18162.438
2025 - 9,W4,902 54OJ,042 682.WJ 858,116 915.046 16,863,105
2026 - 9,1204,902 5,399,,739 682.000 858,115 15,944.757
2027 9,004,902 682.000 858,115 10,545.018
2028 9,004,902 682.000 858,116 10,545.018
2029 9,004,902 682.000 858,116 10,545.018
2030 9,004,902 682.000 858,116 10,545.018
2031 9,0O4,902 858,115 9,883.018
2032 9,004,902 858,116 9863.018
2033 9.004,902 658,116 9,863.018
2034 9,O04,BJ2 858,116 9,883.018
2035 9,W4,932 658,116 9,863,018
2036 9,001,902 858.116 9,863,018
2037 9,W4,932 858,116 9863,018
2038 9.CW8R 858.116 9.863,018
2039 4,502,451 658,116 5.360,567
2040 858.116 858,116
2041 858.116 858,116
2042 858,116 858,116
2043 858,116 858,116
2044 858,116 858,116
eawm..lI 556 mlam ione al crest.mworm over 255eere vamp the Bond Mom Revenue Band index deal September 10.2020(2 54%)
Far2019 CAFR FY2039 GFR
Fund' NAV Revenues NAV Revenues
General Fund 23,257,301 20,394,971
Fine&Forfeiture 12,755,205 10,852,101
One Cent Infrastructure Surtax 24,207,427 21,508,154
All Debt Serra 115,495 72,250
Nonmajor Governmental Funds 9,752,572 7,595,851
Total Non Ad Valorem Revenues $ 70,088,000 $ 60423,327
Average NAV for prior Iwo Fiscal Yeeree. 65255.663
Maximum Annual Debt Sernceo: 18,863,133
Coverage: 3.46a
Mlnlmun Coverage Required: 120x
(II mM rum myeloid., shows n. .promise by .Csccd
121 eased m,r.n uel 2013 and 2010 CUR,urn nomad valorem'avenues Isom rwi w..o.o,.
DI MADS poianw 10 Dona in Fi.od,..,10Zi.
8
CERTIFICATE AS TO ARBITRAGE
AND CERTAIN OTHER TAX MATTERS
We, Heather Carruthers, Mayor of the Board of County Commissioners (the
"Board") of Monroe County, Florida (the "County"), and Pamela G. Hancock, Deputy
Clerk of the Circuit Court of Monroe County, Florida and Ex-Officio Deputy Clerk of the
Board of County Commissioners of the County, being persons duly charged, together with
others, with the responsibility for issuing the $4,000,000 Monroe County, Florida Special
Obligation Revenue Note, Series 2020 (the "Note"), dated as of September 28, 2020, all
being done this day, DO HEREBY CERTIFY that:
1. AUTHORIZATION AND DEFINITIONS. The Note is being issued in
the principal amount of $4,000,000 pursuant to the authority contained in Chapter 125,
Florida Statutes, and other applicable provisions of law and under and pursuant to
Resolution No. 249-2020 of the County adopted by the Board on September 16, 2020 (the
"Resolution") and a Loan Agreement dated as of September 28, 2020 (the "Agreement"),
between the County and Truist Bank (the "Noteholder").
The terms defined in the Resolution and the Agreement shall retain the meanings
set forth therein when used in this Certificate unless the context clearly indicates another
meaning is intended. Other terms used in this Certificate shall have the meanings set forth
for same in other provisions hereof or in the Internal Revenue Code of 1986, as amended,
and the applicable Treasury Regulations promulgated thereunder (collectively, the
"Code"), or in the Arbitrage Rebate Statement attached hereto as Exhibit A, in each case
unless the context clearly indicates another meaning is intended.
2. PURPOSE. The Note is being issued for the principal purpose of providing
moneys to (a) finance costs of the acquisition, installation and implementation of a new
Enterprise Resource Planning System (the "Project"), and (b) pay certain costs of issuance
of the Note.
3. PAYMENT OF NOTE. The County has agreed pursuant to the Agreement
to pay principal on the Note annually on April 1 of each year, commencing on April 1,
2021, and to pay interest on the Note semi-annually on April 1 and October 1 each year,
commencing on April 1, 2021, so long as any amount under the Note remains outstanding.
4. FACTS, ESTIMATES AND CIRCUMSTANCES. On the basis of the
facts, estimates and circumstances in existence on the date hereof, we reasonably expect
the following with respect to the Note and with respect to the proceeds thereof:
(a) NET PROCEEDS OF THE NOTE.
(i) Total. The amount of proceeds received by the County from the Note
(the "Net Proceeds") consists of the principal amount of$4,000,000.00.
(ii) Costs of Issuance. An amount of the Net Proceeds of the Note equal
to $40,500.00 will be held by the County and will be used within six months of the
date hereof to provide for the payment of the expenses of issuing the Note.
(b) NO OVERISSUANCE OF THE NOTE. The Net Proceeds of the Note
($4,000,000), less payment of the costs of issuance of$40,500.00 will be $3,959,500.00
(the "Original Proceeds"). Taking into account other available funds, the amount of
Original Proceeds necessary to pay the costs of the Project equals or exceeds
$3,959,500.00.
(c) AS TO THE PROJECT.
(i) Project Fund. An amount of the Original Proceeds of the Note equal
to $3,959,500.00 will be used to pay costs of the Series 2020 Project.
(ii) Use of Project Fund Moneys. The County expects to spend all of the
Original Proceeds of the Note and any investment proceeds related thereto on or
before September 27, 2023.
(iii) Binding Obligations. The County has spent or expects, within six
months of the date hereof, to spend (or to enter into binding obligations with third
parties obligating the County to spend) from the Original Proceeds of the Note, an
amount at least equal to 5% of the costs of the Project to be financed from such
Original Proceeds in order to acquire, install and implement the Project.
(iv) Due Diligence. Work on the acquisition, installation and
implementation of the Project funded from Original Proceeds of the Note will
proceed with due diligence to the completion thereof.
(v) Disposal of the Project. The Project is not expected to be sold or
disposed of prior to the maturity date of the Note, except such portions as may be
disposed of in the normal course of business.
(vi) Reimbursement. The County will not reimburse itself from proceeds
of the Note for any expenditures made by the County prior to the date the Note was
issued except for (A) any expenditures that were made within 60 days prior to the
adoption date of the Resolution (September 16, 2020), and (B) any "preliminary
expenditures" authorized to be reimbursed pursuant to Treasury Regulations Section
1.150-2, provided such "preliminary expenditures" do not exceed $800,000.
(d) FLOW OF FUNDS.
(i) Payment of Note. The County has covenanted and agreed in the
Agreement to transfer to the Noteholder, from Non-Ad Valorem Revenues (as
defined in the Agreement) budgeted and appropriated in the manner and to the
2
extent provided in the Agreement, on or before the date designated for payment of
any principal of or interest on the Note, sufficient moneys to pay such principal or
interest.
(ii) No Funds. No fund or account has been established pursuant to any
instrument which secures or otherwise relates to the Note.
(e) The County does not reasonably anticipate issuing more than $10,000,000 of
tax-exempt obligations as defined under Section 265(b)(3) of the Code during calendar
year 2020. The County has designated the Note as a "qualified tax-exempt obligation"
under Section 265(b)(3) of the Code.
5. YIELD. (a) GENERAL. For purposes of this Certificate,bond yield is,and
shall be, calculated in the manner provided in Treasury Regulations Section 1.148-4, and
the provisions therein will be complied with in all respects. The term "bond yield" means,
with respect to a bond or note, the discount rate that when used in computing the present
value of all the unconditionally payable payments of principal and interest and all the
payments for a qualified guarantee paid and to be paid with respect to the bond or note
produces an amount equal to the present value, using the same discount rate, of the issue
price of the bond or note as of the issue date. In computing the purchase price of the Note,
which is equal to the issue price, the County did not take into consideration the costs of
issuance. The purchase price of the Note, therefore, is $4,000,000 (the principal amount).
For purposes hereof, yield is, and shall be, calculated on a 360-day year basis with interest
compounded semiannually. The yield on the Series 2020 Note calculated in the
above-described manner is 1.1100% (the "Note Yield"). Such yield calculation has been
computed by PFM Financial Advisors LLC. It should be noted, however, that such yield
may, under certain circumstances set forth in the Treasury Regulations, be subject to
recalculation.
The purchase price of all obligations other than certain tax-exempt investments
("Taxable Obligations") to which restrictions as to yield or rebate of excess earnings under
this Certificate applies shall be calculated using (i) the price, taking into account discount,
premium, and accrued interest, as applicable, actually paid or (ii) the fair market value if
less than the price actually paid and if such Taxable Obligations were not purchased
directly from the United States Treasury. The County will acquire all such Taxable
Obligations directly from the United States Treasury or in arms length transactions without
regard to any amounts paid to reduce the yield on such Taxable Obligations and the County
will not pay or permit the payment of any amounts to reduce the yield on any Taxable
Obligations.
(b) YIELD REDUCTION PAYMENTS. Any amounts subject to yield
restrictions may be subject to yield reduction payments pursuant to Treasury Regulations
Section L148-5(c).
3
6. FURTHER CERTIFICATIONS. The County will neither take nor permit
any action which would cause the Note to become a Private Activity Bond (as such term
is defined in the Code), including, without limitation, any sale, lease, management or
similar use of any of the Extraordinary Expenditures to or by any person other than a
governmental unit. None of the Gross Proceeds of the Note is expected to be used directly
or indirectly in any trade or business carried on by any person other than a governmental
unit.
No bonds or other obligations of the County (a) were sold in the 15 days preceding
the date of sale of the Note or(b)were sold or will be sold within the 15 days after the date
of sale of the Note, pursuant to a common plan of financing with the plan for the issuance
of the Note and payable out of substantially the same source of revenues.
The County does not expect that the proceeds of the Note will be used in a manner
that would cause the Note to be an arbitrage bond under Section 148 of the Code. The
County does not expect that the proceeds of the Note will be used in a manner that would
cause the interest on the Note to be includable in the gross income of the holder of the Note
under Section 103 of the Code.
7. REBATE. The County shall establish a rebate fund or account for the Note
if it has Rebatable Arbitrage (as defined in Exhibit A hereto) and shall deposit moneys
therein as required by the terms of the Arbitrage Rebate Statement attached hereto as
Exhibit A. Moneys in any such rebate fund or account shall be held in trust by the County
and, subject to the provisions hereof, shall be held for the benefit of the United States
Government as contemplated under the provisions hereof and shall not constitute part of
the trust estate held for the benefit of the holders of the Note or the County. The County
acknowledges and agrees to comply with the terms of the Arbitrage Rebate Statement
attached hereto as Exhibit A.
8. AMENDMENTS. The provisions hereof need not be observed and this
Certificate may be amended or supplemented at any time by the County if, in each case,
the County receives an opinion or opinions of Note Counsel that the failure to comply with
such provisions will not cause, and that the terms of such amendment or supplement will
not cause, the Note to become an arbitrage bond under Section 148 of the Code, or other
applicable section of the Code, or otherwise cause interest on the Note to become
includable in gross income for federal income tax purposes under the Code.
9. NOTE NOT FEDERALLY GUARANTEED. Payment of debt service on
the Note is not directly or indirectly guaranteed in whole or in part by the United States,
within the meaning of Section 149(b) of the Code. None of the Net Proceeds will be
invested directly or indirectly in federally insured deposits or accounts.
10. NOTE NOT HEDGE BOND. It is reasonably expected that not less than
85% of the proceeds of the Note will be used to carry out the governmental purposes of the
4
Note within three years from the date of the issuance of the Note. Not more than 50% of
such proceeds will he invested in nonpurpose investments having a substantially
guaranteed yield for four years or more (including but not limited to any investment
contract or fixed yield investment having maturity of four years or more). The reasonable
expectations stated above are not based on and do not take into account any expectations
or assumptions as to the occurrence of changes in market interest rates or of federal tax law
or regulations or rulings thereunder. These reasonable expectations are not based on any
prepayments of items other than items which are customarily prepaid.
11. ADDITIONAL COVENANTS. The County further agrees to (a) impose
such limitations on the investment or use of moneys or investments related to the Note,
(b) make such rebate payments to the United States Treasury, (c) maintain such records,
(d) perform such calculations, (e) enter into such agreements, (0 to apply all proceeds of
the Note and in a manner consistent with the provisions hereof and of the Agreement, and
(g)perform such other acts as may be necessary under the Code to preserve the exclusion
from gross income for purposes of federal income taxation of interest on the Note, which
it may lawfully do.
12. INFORMATION. The County agrees to file all information statements as
may be required by the Code.
13. VALUATION AND MARKET PRICE RULES. In determining the
amounts on deposit in any fund or account for purposes of this Certificate, the purchase
price of the obligations, including accrued interest, shall be added together, and adding to
or subtracting from such purchase prices any discount, computed ratably on an annual
basis. With respect to any amounts required to be restricted as to yield, the "market price
rules" set forth in Exhibit A attached hereto shall apply.
14. NO REPLACEMENT. No portion of the amounts received from issuance,
conversion, sale or remarketing of the Note will be used as a substitute for other funds
which were otherwise to be used for the payment of debt service on the Note, and which
have been or will be used to acquire, directly or indirectly, obligations producing a yield in
excess of the Note Yield.
15. LIMITATIONS ON PRIVATE USE; REMEDIAL ACTION. Either (a)
the County has not and will not permit any capital expenditures that are a component of
the Project to be used by any private non-governmental entity (a "Private User") to the
extent such use exceeds 10%of the Project, or(b)the County has not and will not(i)secure,
directly or indirectly, more than 10% of either principal or interest on the Note by (A) any
interest in property used or to be used by any Private User or (B) any payments in respect
of property used or to be used by any Private User, or (ii) directly or indirectly, cause or
permit more than 10% of either principal or interest on the Note to be derived from
payments (whether or not to the County) in respect of property, or borrowed money, used
5
or to be used by any Private User. Use by the general public does not constitute use by
Private Users.
No portion of the proceeds of the Note or any other obligation financed or
refinanced, directly or indirectly, in whole or in part with the proceeds of such obligations
has been or will be loaned, directly or indirectly, by the County or any other person to any
person.
The County will not sell, lease (other than as permitted under the limitations
described above), allow the private management of or otherwise dispose of, directly or
indirectly, in whole or in part, whether for consideration or otherwise, the Project unless
prior to any sale, lease or other disposition, the County receives the approval of Bond
Counsel.
In the event that the County takes any action, or fails to take any action, the result
of which would adversely affect the tax-exempt status of the Note, the County will
immediately take such remedial action as permitted by the Code (including, particularly
Sections 141 and 150 thereof) and the regulations thereunder to preserve such tax-exempt
status including, if necessary, the defeasance and/or redemption of all or a portion of the
Note from funds derived from a source other than tax-exempt obligations.
See Revenue Procedure 2017-13 which provides rules regarding the use of
management, service or incentive payment contracts between the County and a service
provider regarding the Project.
16. RELIANCE. The County has relied on certain representations made by the
Noteholder in its certificate attached hereto as Exhibit B. The County is not aware of any
facts or circumstances that would cause it to question the accuracy of such representations.
[Remainder of page intentionally left blank]
6
17. NO ADVERSE ACTION. The County has neither received notice that its
Certificate may not be relied upon with respect to its issues, nor has it been advised that
any adverse action by the Commissioner of Internal Revenue is contemplated.
To the best of our knowledge and belief there are no facts, estimates or
circumstances other than those expressed herein that materially affect the expectations
herein expressed, and, to the best of our knowledge and belief, the County's expectations
are reasonable. We further represent that the County expects and intends to be able to
comply with the provisions and procedures set forth herein, including Section 148 of the
Code.
IN WITNESS WHEREOF, we have hereunto set our hands as of the 28th day of
September, 2020.
MONROE COUNTY, FLORIDA
By:
i t°. ;•` ' Heath r Carr ther', Mayor, Board of County
,?ebir
e \�� Co fission r
Kevin Madok, Clerk of the Circuit Court of
Monroe County, Florida and Ex-Officio Clerk of
the Board of County Commissioners of Monroe
County, Florida
c
Pamela G. Hancock, As Deputy Clerk
7
EXHIBIT A
ARBITRAGE REBATE STATEMENT
This Arbitrage Rebate Statement is intended to set forth certain duties and
requirements necessary for compliance with Section 148(t) of the Code to the extent
necessary to preserve the tax-exempt treatment of interest on the S4,000,000 Monroe
County, Florida Special Obligation Revenue Note, Series 2020 (the "Note"). This
Statement is based upon Section 148(t) of the Code and by analogy, to the Regulations.
However, it is not intended to be exhaustive.
Since the requirements of such Section 148(t) are subject to amplification and
clarification, it may be necessary to supplement or modify this Statement from time to time
to reflect any additional or different requirements of such Section and the Regulations or
to specify that action required hereunder is no longer required or that some further or
different action is required to maintain or assure the exemption from federal income tax of
interest with respect to the Note.
For purposes hereof, any covenant relating to a fund, account or subaccount
established under the Agreement (as defined in the Certificate as to Arbitrage and Certain
Other Tax Matters to which this is attached) shall be deemed to apply only to that portion
of such fund, account or subaccount allocable to the Note.
SECTION 1. TAX COVENANTS. Pursuant to the Agreement, the County
has made certain covenants designed to assure that the interest with respect to the Note is
and shall remain excludable from gross income for purposes of federal income taxation.
The County shall not, directly or indirectly, use or permit the use of any proceeds of the
Note or any other funds or take or omit to take any action that would cause the Note to be
"arbitrage bonds" within the meaning of Section 148 of the Code or that would cause
interest on the Note to be included in gross income for federal income tax purposes under
the provisions of the Code. The County shall comply with all other requirements as shall
be determined by Note Counsel to be necessary or appropriate to assure that interest on the
Note will be excludable from gross income for purposes of federal income taxation. To
that end, the County shall comply with all requirements of Section 148 of the Code to the
extent applicable to the Note.
SECTION 2. DEFINITIONS. Capitalized terms used herein, not otherwise
defined herein, shall have the same meanings set forth in the Agreement and in the County's
Certificate as to Arbitrage and Certain Other Tax Matters relating to the Note.
"Code" means the Internal Revenue Code of 1986, as amended.
"Computation Date" means each date selected by the County as a computation
date pursuant to Section I.148-3(e) of the Regulations and the Final Computation Date.
A-1
"Fair Market Value" means, when applied to a Nonpurpose Investment, the Fair
Market Value of such Investment as determined in accordance with Section 4 hereof.
"Final Computation Date" means the date the Note is discharged.
"Gross Proceeds" means, with respect to the Note:
(1) Amounts constituting Sale Proceeds of the Note.
(2) Amounts constituting Investment Proceeds of the Note.
(3) Amounts constituting Transferred Proceeds of the Note.
(4) Other amounts constituting Replacement Proceeds of the Note,
including Pledged Moneys.
"Investment Proceeds" means any amounts actually or constructively received
from investing proceeds of the Note.
"Investment Property" shall have the meaning as ascribed to such term in Section
148(b)(2) of the Code, which includes any security, obligation or other property held
principally as a passive vehicle for the production of income, within the meaning of Section
1,14B_1(e) of the Regulations.
"Issue Date" means September 28, 2020.
"Net Proceeds" means Sale Proceeds, less the portion of such Proceeds invested in
a reasonably required reserve or replacement fund under the Code.
"Nonpurpose Investment" means any Investment Property in which Gross
Proceeds are invested which is not acquired to carry out the governmental purpose of the
Note. e.g., obligations acquired with Gross Proceeds that are invested temporarily until
needed for the governmental purpose of the Note, that are used to discharge a prior issue,
or that arc invested in a reasonably required reserve or replacement fund, as referenced in
Section 1.148-1(b) of the Regulations.
"Nonpurpose Payments" shall include the payments with respect to Nonpurpose
Investments specified in Section 1.148-3(d)(I)(i)-(v) of the Regulations.
"Nonpurpose Receipts" shall include the receipts with respect to Nonpurpose
Investments specified in Section 1.148-3(d)(2)(i)-(iii) of the Regulations.
"Note Counsel" means Nabors, Giblin & Nickerson, P.A., Tampa, Florida or such
other firm of nationally recognized bond counsel as may be selected by the County.
A-2
"Note Year" means any one-year period (or shorter period from the Issue Date)
ending on the close of business on the day preceding the anniversary of the Issue Date.
"Pledged Moneys" means moneys that are reasonably expected to be used directly
or indirectly to pay debt service on the Note or as to which there is a reasonable assurance
that such moneys or the earnings thereon will be available directly or indirectly to pay debt
service on the Note if the County encounters financial difficulties.
"Pre-Issuance Accrued Interest" means amounts representing interest that has
accrued on an obligation for a period of not greater than one year before its issue date but
only if those amounts are paid within one year after the Issue Date.
"Proceeds" means any Sale Proceeds, Investment Proceeds and Transferred
Proceeds of the Note.
"Qualified Administrative Costs" means reasonable, direct administrative costs,
other than carrying costs, such as separately stated brokerage and selling commissions that
arc comparable to those charged nongovernmental entities in transactions not involving
tax-exempt bond proceeds, but not legal and accounting fees, recordkeeping, custody or
similar costs. In addition, with respect to a guaranteed investment contract or investments
purchased for a yield restricted defeasance escrow, such costs will be considered
reasonable if(1) the amount of the fee the Issuer treats as a Qualified Administrative Cost
does not exceed the lesser of(a) $41,000 (for calendar year 2020), and (b) 0.2% of the
"computational base," or, if more, $4,000; and (2) the Issuer does not treat as Qualified
Administrative Costs more than$117,000(for calendar year 2020)in brokers' commissions
or similar fees with respect to all guaranteed investment contracts and investments for yield
restricted defeasance escrows purchased with Gross Proceeds of the issue. For purposes
of this definition only, "computational base" shall mean, with respect to guaranteed
investment contracts, the amount of Gross Proceeds the Issuer reasonably expects, as of
the date the contract is acquired, to be deposited in the guaranteed investment contract over
the term of the contract and for investments other than guaranteed investment contracts,
"computational base" shall mean the amount of Gross Proceeds initially invested in such
investments. The above-described safe harbor dollar amounts shall be increased each
calendar year for cost-of-living adjustments pursuant to Section 1.148-5(e) of the
Regulations.
"Rebatable Arbitrage" means, as of any Computation Date, the excess of the
future value of all Nonpurpose Receipts over the future value of all Nonpurpose Payments.
"Rebate Fund" means the Rebate Fund described in Section 3(b) hereof.
"Regulations" means Treasury Regulations Sections 1.148-0 through 1.148-11,
1.149(b)-I and (d)-1. and 1.150-0 through 1.150-2, as amended, and any regulations
amendatory, supplementary or additional thereto.
A-3
"Replacement Proceeds" means amounts that have a sufficiently direct nexus to
the Note or to the governmental purpose of the Note to conclude that the amounts would
have been used for that governmental purpose if the Proceeds of the Note were not used or
to be used for that governmental purpose. For this purpose, governmental purposes include
the expected use of amounts for the payment of debt service on a particular date. The mere
availability or preliminary earmarking of amounts for a governmental purpose, however,
does not in itself establish a sufficient nexus to cause those amounts to be Replacement
Proceeds. Replacement Proceeds include, but are not limited to, amounts held in a sinking
fund or a pledged fund. For these purposes, an amount is pledged to pay principal of or
interest on the Note if there is reasonable assurance that the amount will be available for
such purposes in the event that the County encounters financial difficulties.
"Sale Proceeds" means any amounts actually or constructively received by the
County from the sale of the Note, including amounts used to pay underwriters' discount or
compensation and interest other than Pre-Issuance Accrued Interest. Sale Proceeds shall
also include, but arc not limited to, amounts derived from the sale of a right that is
associated with the Note and that is described in Section 1.148-4(b)(4) of the Regulations.
"Tax-Exempt Investment" means (i) an obligation the interest on which is
excluded from gross income pursuant to Section 103 of the Code, (ii) United States
Treasury-State and Local Government Series, Demand Deposit Securities, and (iii) stock
in a tax-exempt mutual fund as described in Section 1.150-1(b) of the Regulations. Tax-
Exempt Investment shall not include a specified private activity bond as defined in Section
57(a)(5)(C) of the Code. For purposes of this Statement, a tax-exempt mutual fund
includes any regulated investment company within the meaning of Section 851(a) of the
Code meeting the requirements of Section 852(a) of the Code for the applicable taxable
year; having only one class of stock authorized and outstanding; investing all of its assets
in tax-exempt obligations to the extent practicable; and having at least 98% of(1) its gross
income derived from interest on, or gain from the sale of or other disposition of,tax-exempt
obligations or (2) the weighted average value of its assets represented by investments in
tax-exempt obligations.
"Transferred Proceeds" shall have the meaning provided therefor in Section
1.148-9 of the Regulations.
"Universal Cap" means the value of the then outstanding Note.
"Value" (of the Note) means with respect to the Note issued with not more than
two percent original issue discount or original issue premium, the outstanding principal
amount, plus accrued unpaid interest; for any other Note, its present value.
"Value" (of an Investment) shall have the following meaning in the following
circumstances:
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(1) General Rules. Subject to the special rules in the following paragraph, an
issuer may determine the value of an investment on a date using one of the following
valuation methods consistently applied for all purposes relating to arbitrage and rebate with
respect to that investment on that date:
(a) an investment with not more than two percent original issue discount
or original issue premium may be valued at its outstanding stated principal amount,
plus accrued unpaid interest on such date;
(b) a fixed rate investment may be valued at its present value on such date;
and
(c) an investment may be valued at its Fair Market Value on such date.
(2) Special Rules. Yield restricted investments are to be valued at present value
provided that (except for purposes of allocating Transferred Proceeds to an issue, for
purposes of the Universal Cap and for investments in a commingled fund other than a bona
fide debt service fund unless it is a certain commingled fund):
(a) an investment must be valued at its Fair Market Value when it is first
allocated to an issue, when it is disposed of and when it is deemed acquired or
deemed disposed of, and provided further that;
(b) in the case of Transferred Proceeds, the Value of a Nonpurpose
Investment that is allocated to Transferred Proceeds of a refunding issue on a
transfer date may not exceed the Value of that investment on the transfer date used
for purposes of applying the arbitrage restrictions to the refunded issue.
"Yield on the Note" or "Note Yield" means, for all Computation Dates, the Yield
expected as of the date hereof on the Note over the term of such Note computed by:
(1) using as the purchase price of the Note, the amount at which such Note was
sold to the public within the meaning of Sections 1273 and 1274 of the Code; and
(2) assuming that the Note will be paid at its scheduled maturity date or in
accordance with any mandatory redemption requirements.
"Yield" means, generally, the discount rate which, when used in computing the
present value of all the unconditionally payable payments of principal and interest on an
obligation and all the payments for qualified guarantees paid and to be paid with respect to
such obligation, produces an amount equal to the present value of the issue price of such
obligation. Present value is computed as of the date of issue of the obligation. There arc,
however, many additional specific rules contained in the Regulations which apply to the
calculation and recalculation of yield for particular obligations and such rules should be
consulted prior to calculating the yield for the Note on any Computation Date. Yield shall
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be calculated on a 360-day year basis with interest compounded semiannually. For this
purpose, the purchase price of a Nonpurpose Investment or a Tax-Exempt Investment is its
Fair Market Value, as determined pursuant to Section 4 of this Statement, as of the date
that it becomes allocated to Gross Proceeds of the Note.
SECTION 3. REBATE REQUIREMENTS.
(a) The County shall pay to the United States Government at the times and in
the amounts determined hereunder, the Rebatable Arbitrage. For purposes of determining
the Rebatable Arbitrage, the County shall cause the calculations to be made by competent
tax counsel or other financial or accounting advisors or persons to ensure correct
application of the rules contained in the Code and the Regulations relating to arbitrage
rebate.
(b) If there is any Rebatable Arbitrage, the County shall establish an account
separate from any other fund or account designated the "Rebate Fund." The County or its
designated agent shall administer the Rebate Fund and continuously invest all amounts
held in the Rebate Fund in United States Treasury obligations or Tax-Exempt Investments.
(c) Within 30 days after any Computation Date, the County shall calculate or
cause to be calculated the Rebatable Arbitrage or any penalty due pursuant to Section 3(f)
hereof Immediately following such calculations, but in no event later than 60 days
following the Computation Date (90 days in the case of any penalty payment due pursuant
to Section 3(f) hereof), the County shall remit an amount which when added to the future
value of previous rebate payments shall not be less than 90% (100% with respect to the
Computation Date on the final repayment or retirement of the Note) of the Rebatable
Arbitrage or 100% of any penalty due pursuant to Section 3(f) hereof as of the applicable
Computation Date.
Each payment shall be accompanied by Internal Revenue Service Form 8038-T.
(d) The obligation to pay Rebatable Arbitrage to the United States, as described
herein, shall be treated as satisfied with respect to the Note if (i) Gross Proceeds are
expended for the governmental purpose of the Note by no later than the date which is six
months after the Issue Date and if it is not anticipated that any other Gross Proceeds will
arise during the remainder of the term of the Note and (ii)the requirement to pay Rebatable
Arbitrage, if any, to the United States with respect to the portion of the Reserve Account
allocable to the Note is met. For purposes described above, Gross Proceeds do not include
(i) amounts deposited in a bona fide debt service fund, so long as the funds therein
constitute bona fide debt service funds, or a reasonably required reserve or replacement
fund (as defined in Section 1.148-1 of the Regulations and meeting the requirements of
Section 1.148-2(f) of the Regulations), (ii) amounts that, as of the Issue Date, are not
reasonably expected to be Gross Proceeds but that become Gross Proceeds after the date
which is six months after the Issue Date, (iii) amounts representing Sale or Investment
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Proceeds derived from any Purpose Investment (as defined in Section 1.148-1 of the
Regulations) and earnings on those payments, and (iv) amounts representing any
repayments of grants (as defined in Section 1.148-6(d)(4) of the Regulations). If Gross
Proceeds are in fact expended by such date, then, except as to the Reserve Account,
Rebatable Arbitrage with respect to such Gross Proceeds need not be calculated and no
payment thereof to the United States Department of Treasury need be made. Use of Gross
Proceeds to redeem the Note shall not be treated as an expenditure of such Gross Proceeds.
Notwithstanding the foregoing, if Gross Proceeds which were reasonably expected
to be Gross Proceeds on the Issue Date actually become available after the date which is
six months after the Issue Date, then the requirements described herein relating to the
calculation of Rebatable Arbitrage and the payment thereof to the United States must be
satisfied,except that no such calculation or payment need be made with respect to the initial
six-month period. Any other amounts not described in this Section 3(d) which constitute
proceeds of the Note, other than a bona fide debt service fund, will be subject to rebate.
(e) As an alternative to Section 3(d) above, the obligation of the County to pay
Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied
with respect to the Note if(i) the rebate requirement is met for all proceeds of the Note
other than Gross Proceeds (as defined in Section 3(d) hereof) and (ii) the Gross Proceeds
of the Note are expended for the governmental purposes of the issue within the periods set
forth below-
(i) at least 15% of such Gross Proceeds of the Note are spent within the
six-month period beginning on the Issue Date;
(ii) at least 60% of such Gross Proceeds of the Note are spent within the
1-year period beginning on the Issue Date; and
(iii) at least 100% of such Gross Proceeds of the Note are spent within the
18-month period beginning on the Issue Date.
As set forth in Section 1.148-7(d)(2) of the Regulations, for purposes of the
expenditure requirements set forth in this Section 3(e), 100% of the Gross Proceeds of the
Note shall be treated as expended for the governmental purposes of the issue within the 18-
month-period beginning on the Issue Date if such requirement is met within the 30-month
period beginning on the Issue Date and such requirement would have been met within such
18-month period but for a reasonable retainage (not exceeding 5% of the Net Proceeds of
the Note). If Gross Proceeds are in fact expended by such dates, then Rebatable Arbitrage
need not be calculated and no payment thereof to the United States Department of Treasury
need be made. Any failure to satisfy the final spending requirement shall be disregarded if
the County exercises due diligence to complete the project financed by the Note and the
amount of the failure does not exceed the lesser of(i) 3% of the issue price of the Note or
(ii) $250,000. Use of Gross Proceeds to redeem the Note shall not be treated as an
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expenditure of such Gross Proceeds. For purposes of this Section 3(e), "Gross Proceeds"
shall be modified as described in Section 3(d) above.
THE FOLLOWING PARAGRAPH (f) SHALL NOT APPLY TO THE NOTE
(f) As an alternative to Sections 3(d) and (e) above, the obligation to pay
Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied
with respect to the Note if the Available Construction Proceeds (as defined in Section
148(f)(4)(C)(vi) of the Code and described below) are expended for the governmental
purposes of the issue within the periods set forth below-:
(i) at least 10% of such Available Construction Proceeds are spent within
the six-month period beginning on the Issue Date;
(ii) at least 45%of such Available Construction Proceeds are spent within
the 1-year period beginning on the Issue Date;
(iii) at least 75%of such Available Construction Proceeds are spent within
the eighteen-month period beginning on the Issue Date; and
(iv) at least 100% of such Available Construction Proceeds are spent
within the 2-year period beginning on the Issue Date.
For purposes of this Section 3(f), the term Available Construction Proceeds means
the Net Proceeds of the Note, increased by earnings on such Net Proceeds, and earnings on
all of the foregoing earnings, and reduced by the amount of such Net Proceeds deposited
to the Reserve Account and amounts used to pay issuance costs. Any amounts which
constitute proceeds of the Note other than Available Construction Proceeds and amounts
on deposit in a bona fide debt service fund will be subject to rebate.
As set forth in Section 148(f)(4)(C)0ii) of the Code, for purposes of the expenditure
requirements set forth in this Section 3(f), 100%of Available Construction Proceeds of the
Note shall be treated as expended for the governmental purposes of the issue within the 2-
year period beginning on the Issue Date if such requirement is met within the 3-year period
beginning on the Issue Date and such requirement would have been met within such 2-year
period but for a reasonable retainage (not exceeding 5% of the Net Proceeds of the Note).
Use of Available Construction Proceeds to redeem the Note shall not be treated as an
expenditure of such Proceeds.
Any failure to satisfy the final spending requirement shall be disregarded if the
County exercises due diligence to complete the project financed by the Note and the
amount of the failure does not exceed the lesser of(i) 3% of the issue price of the Note or
(ii) $250,000.
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For purposes of Section 148(f)(4)(C)(iii) of the Code, in the event the County fails
to meet the expenditure requirements referred to above, the County may elect to pay, in
lieu of the Rebatable Arbitrage otherwise required to be paid with respect to such Gross
Proceeds, a penalty with respect to the close of each 6-month period after the Issue Date
equal to 1.5% of the amount of the Available Construction Proceeds of the Note which, as
of the close of such period, are not spent as required by the expenditure provisions set forth
above. The penalty referred to above shall cease to apply only after the Note (including
any refunding note or bonds issued with respect thereto) is no longer outstanding. The
County makes no election in regard to the above-described penalty.
In order to qualify for the exemption from the obligation to pay Rebatable Arbitrage
to the United States pursuant to this Section 3(f), at least 75%of the Available Construction
Proceeds must be used for construction expenditures (as defined in Section 1.148-7(g) of
the Regulations) with respect to property which is owned by a governmental unit or an
organization described in Section 501(c)(3) of the Code. The term "construction" includes
reconstruction and rehabilitation of existing property and rules similar to the rules of
Section 142(b)(I)(B) of the Code shall apply. If only a portion of an issue is to be used for
construction expenditures, such portion and the other portion of such issue may, at the
election of the issuer, be treated as separate issues for purposes of this Section 3(f)
(although the remaining portion may not be entitled to the benefits of Section 3(d) hereof).
The County does not elect to treat any portion of the Note as a separate issue.
(g) The County shall keep proper books of records and accounts containing
complete and correct entries of all transactions relating to the receipt, investment,
disbursement, allocation and application of the moneys related to the Note, including
moneys derived from, pledged to, or to be used to make payments on the Note. Such
records shall, at a minimum, be adequate to enable the County or its consultants to make
the calculations for payment of Rebatable Arbitrage as required by this Statement. The
records required to be maintained under this Section 3(g) shall be retained by the County
until six years after the retirement of the last obligation of the Note or for such other period
as the United States Treasury may by regulations otherwise provide. Such records shall at
least specify the account or fund to which each investment (or portion thereof) is to be
allocated and shall set forth, in the case of each investment security, (i) its purchase price
(including the amount of accrued interest to be stated separately), (ii) identifying
information, including par amount, coupon rate, and payment dates, (iii) the amount
received at maturity or its sale price, as the case may be, including accrued interest,(iv) the
amounts and dates of any payments made with respect thereto, (v) the dates of acquisition
and disposition or maturity, (vi) the amount of original issue discount or premium (if any),
(vii) the frequency of periodic payments (and actual dates and amounts of receipts),
(viii) the period of compounding, (ix) the transaction costs (e.g., commissions) incurred in
acquiring, carrying or disposing of the Nonpurpose Investments, and (x) market price data
sufficient to establish that the purchase price (disposition price) was not greater than (less
than) the arms-length price (see Section 4 below) on the date of acquisition (disposition)
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or, if earlier, on the date of a binding contract to acquire (dispose of) such Nonpurpose
Investment.
SECTION 4. MARKET PRICE RULES. Except as provided below, the
County agrees to comply with the requirements relating to the "Fair Market Value" of
acquired Nonpurpose Investments, as defined in Section 1.148-5(d) of the Regulations
("Fair Market Value"). All investments required to be made pursuant to this Statement shall
be made to the extent permitted by law. In this regard, the County agrees, among other
things, that it will not acquire or cause to be acquired a Nonpurpose Investment (or any
other investment acquired with Gross Proceeds or on deposit in the Rebate Fund) for a
price in excess of its Fair Market Value or sell any such investment at a price(determined
without any reduction for transaction costs) less than its Fair Market Value, except as
provided below. For this purpose, the following rules shall apply:
(a) Established securities markets. Except as otherwise provided below, any
market especially established to provide a security or obligation to an issuer of municipal
obligations shall not be treated as an established market and shall be rebuttably presumed
to be acquired or disposed of for a price that is not its Fair Market Value.
(b) Arm's-length price. Any transaction in which a Nonpurpose Investment is
directly purchased with Gross Proceeds, or in which a Nonpurpose Investment allocable to
Gross Proceeds is disposed of, shall be undertaken in an arm's-length manner, and no
amount shall be paid to reduce the yield on the Nonpurpose Investment.
(c) Safe harbor for establishing Fair Market Value for guaranteed investment
contracts and Nonpurpose Investments purchased for a yield restricted defeasance escrow.
In the case of a guaranteed investment contract or Nonpurpose Investments purchased for
a yield restricted defeasance escrow, the purchase price shall not be considered to be an
arm's-length price unless all the following conditions are met:
(i) The County makes a bona fide solicitation ("Bona Fide Solicitation")
for the purchase of the investment that satisfies all of the following requirements:
(1) The bid specifications are in writing and are timely forwarded
to potential providers;
(2) The bid specifications include all terms of the bid that may
directly or indirectly affect the yield or the cost of the investment;
(3) 'I he bid specifications include a statement notifying potential
providers that submission of a bid is a representation that the potential
provider did not consult with any other potential provider about its bid, that
the bid was determined without regard to any other formal or informal
agreement that the potential provider has with the County or any other person
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(whether or not in connection with the note or bond issue), and that the bid
is not being submitted solely as a courtesy to the County or any other person
for purposes of satisfying these requirements;
(4) The terms of the bid specifications are such that there is a
legitimate business purpose for each term other than to increase the purchase
price or reduce the yield of the investment (e.g., for solicitations of
Nonpurpose Investments for a yield restricted defeasance escrow, the hold
firm period must be no longer than the County reasonably requires);
(5) For purchases of guaranteed investment contracts only, the
terms of the solicitation take into account the County's reasonably expected
deposit and draw down schedule for the amounts to be invested;
(6) All potential providers have an equal opportunity to bid (e.g.,
no potential provider is given the opportunity to review other bids before
providing a bid); and
(7) At least three providers are solicited for bids that have an
established industry reputation as a competitive provider of the type of
investments being purchased.
(ii) The bids received by the County must meet all of the following
requirements:
(1) The County receives at least three bids from providers that the
County solicited under a Bona Fide Solicitation and that do not have a
material financial interest in the issue. A lead underwriter in a negotiated
underwriting transaction is deemed to have a material financial interest in the
issue until 15 days after the issue date of the issue. In addition, any entity
acting as a financial advisor with respect to the purchase of the investment at
the time the bid specifications are forwarded to potential providers has a
material financial interest in the issue. A provider that is a related party to a
provider that has a material financial interest in the issue is deemed to have
a material financial interest in the issue.
(2) At least one of the three bids described in paragraph (c)(ii)(1)
above is from a provider that has an established industry reputation as a
competitive provider of the type of investments being purchased; and
(3) If the County uses an agent to conduct the bidding process, the
agent did not bid to provide the investment.
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(iii) The winning bid must meet the following requirements:
(1) Guaranteed investment contracts. If the investment is a
guaranteed investment contract, the winning bid is the highest yielding bona
fide bid (determined net of any broker's fees).
(2) Other Nonpurpose Investments. If the investment is not a
guaranteed investment contract, the following requirements are met:
(A) The winning bid is the lowest cost bona fide bid
(including any broker's fees). The lowest bid is either the lowest cost
bid for the portfolio or, if the County compares the bids on an
investment-by-investment basis, the aggregate cost of a portfolio
comprised of the lowest cost bid for each investment. Any payment
received by the County from a provider at the time a guaranteed
investment contract is purchased (e.g., an escrow float contract) for a
yield restricted defeasance escrow under a bidding procedure meeting
these requirements is taken into account in determining the lowest
cost bid.
(B) The lowest cost bona fide bid (including any broker's
fees) is not greater than the cost of the most efficient portfolio
comprised exclusively of State and Local Government Series
Securities from the United States Department of the Treasury. Bureau
of Public Debt. The cost of the most efficient portfolio of State and
Local Government Series Securities is to be determined at the time
that bids are required to be submitted pursuant to the terms of the bid
specifications. If such State and Local Government Series Securities
are not available for purchase on the day that bids are required to be
submitted because sales of those securities have been suspended, the
cost comparison described in this paragraph is not required.
(iv) The provider of the investments or the obligor on the guaranteed
investment contract certifies the administrative costs that it pays (or expects to pay)
to third parties in connection with supplying the investment.
(d) The County shall retain certificates and records documenting compliance
with the above requirements until three years after the Note is redeemed including, but not
limited to, the following:
(i) For purchases of guaranteed investment contracts, a copy of the
contract, and for purchases of Nonpurpose Investments other than guaranteed
investment contracts, the purchase agreement or confirmation;
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(ii) The receipt or other record of the amount actually paid by the County
for the investments, including a record of any administrative costs paid by the
County and the certification required in paragraph (c)(iv) above;
(iii) For each bid that is submitted, the name of the person and entity
submitting the bid, the time and date of the bid, and the bid results;
(iv) The bid solicitation form and, if the terms of the purchase agreement
or the guaranteed investment contract deviated from the bid solicitation form or a
submitted bid is modified, a brief statement explaining the deviation and stating the
purpose for the deviation; and
(v) For purchase of Nonpurpose Investments other than guaranteed
investment contracts, the cost of the most efficient portfolio of State and Local
Government Series Securities, determined at the time that the bids were required to
be submitted.
SECTION 5. MODIFICATION UPON RECEIPT OF NOTE
COUNSEL OPINION. Notwithstanding any provision of this Statement, if the County
shall receive an opinion of Note Counsel that any specified action required under this
Statement is no longer required or that some further or different action is required to
maintain or assure the exclusion from federal gross income of interest with respect to the
Note, the County may conclusively rely on such opinion in complying with the
requirements of this Statement and the covenants herein shall be deemed to be modified to
that extent. This Statement shall be amended or modified by the parties hereto in any
manner which is necessary to comply with such regulations as may be promulgated by the
United States Treasury Department from time to time.
SECTION 6. ACCOUNTING FOR GROSS PROCEEDS. In order to
perform the calculations required by the Code and the Regulations, it is necessary to track
the investment and expenditure of all Gross Proceeds. To that end, the County must adopt
reasonable and consistently applied methods of accounting for all Gross Proceeds.
Appendix I hereto sets forth a description of the required allocation and accounting rules
with which the County agrees to comply.
SECTION 7. ADMINISTRATIVE COSTS OF INVESTMENTS. Except
as otherwise provided in this Section 7, an allocation of Gross Proceeds to a payment or
receipt on a Nonpurpose Investment is not adjusted to take into account any costs or
expenses paid, directly or indirectly, to purchase, carry, sell or retire the Nonpurpose
Investment (administrative costs). Thus, administrative costs generally do not increase the
payments for, or reduce the receipts from, Nonpurpose Investments.
In determining payments and receipts on Nonpurpose Investments, Qualified
Administrative Costs are taken into account by increasing payments for, or reducing the
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receipts from,the Nonpurpose Investments. Qualified Administrative Costs are reasonable,
direct administrative costs, other than carrying costs, such as separately stated brokerage
or selling commissions, but not legal and accounting fees, recordkeeping, custody and
similar costs. General overhead costs and similar indirect costs of the County such as
employee salaries and office expenses and costs associated with computing Rebatable
Arbitrage are not Qualified Administrative Costs.
Allocation and accounting rules are provided in Appendix I attached hereto.
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APPENDIX I
ALLOCATION AND ACCOUNTING RULES
(a) General Rule. Any issuer may use any reasonable, consistently applied
accounting method to account for Gross Proceeds, investments and expenditures of an
issue. An accounting method is "consistently applied" if it is applied uniformly within a
Fiscal Period (as hereinafter defined) and between Fiscal Periods to account for Gross
Proceeds of an issue and any amounts that are in a commingled fund.
(b) Allocation of Gross Proceeds to an Issue. Amounts are allocable to only one
issue at a time as Gross Proceeds. Amounts cease to be allocated to an issue as Proceeds
only when those amounts (i) are allocated to an expenditure for a governmental purpose;
(ii) are allocated to Transferred Proceeds of another issue of obligations; or (iii) cease to
be allocated to that issue at retirement of the issue or under the Universal Cap.
(c) Allocation of Gross Proceeds to Investments. Upon the purchase or sale of a
Nonpurpose Investment, Gross Proceeds of an issue are not allocated to a payment for that
Nonpurpose Investment in an amount greater than, or to a receipt from that Nonpurpose
Investment in an amount less than, the Fair Market Value of the Nonpurpose Investment
as of the purchase or sale date. The Fair Market Value of a Nonpurpose Investment is
adjusted to take into account Qualified Administrative Costs allocable to the investment.
Thus, Qualified Administrative Costs increase the payments for, or decrease the receipts
from. a Nonpurpose Investment.
(d) Allocation of Gross Proceeds to Expenditures. Reasonable accounting
methods for allocating funds from different sources to expenditures for the same
governmental purpose include a "specific tracing" method, a "gross-proceeds-spent-first"
method, a "first-in-first-out" method or a ratable allocation method, so long as the method
used is consistently applied. An allocation of Gross Proceeds of an issue to an expenditure
must involve a current outlay of cash for a governmental purpose of the issue. A current
outlay of cash means an outlay reasonably expected to occur not later than five banking
days after the date as of which the allocation of Gross Proceeds to the expenditure is made.
(e) Commingled Funds. Any fund or account that contains both Gross Proceeds
of an issue and amounts in excess of$25,000 that are not Gross Proceeds of that issue if
the amounts in the fund or account are invested and accounted for collectively, without
regard to the source of the funds deposited therein, constitutes a "commingled fund." All
payments and receipts (including deemed payments and receipts) on investments held by
a commingled fund must be allocated(but not necessarily distributed)among each different
source of funds invested in the commingled fund in accordance with a consistently applied.
reasonable ratable allocation method. Reasonable ratable allocation methods include.
without limitation, methods that allocate payments and receipts in proportion to either
Appendix I-1
(i) the average daily balances of the amounts in the commingled fund from each different
source of funds during any consistent time period within its fiscal year, but at least quarterly
(the "Fiscal Period"); or (ii) the average of the beginning and ending balances of the
amounts in the commingled fund from each different source of funds for a Fiscal Period
that does not exceed one month.
Funds invested in the commingled fund may be allocated directly to expenditures
for governmental purposes pursuant to a reasonable consistently applied accounting
method. If a ratable allocation method is used to allocate expenditures from the
commingled fund, the same ratable allocation method must be used to allocate payments
and receipts on investments in the commingled fund.
Generally, a commingled fund must treat all its investments as if sold at Fair Market
Value either on the last day of the fiscal year or on the last day of each Fiscal Period. The
net gains or losses from these deemed sales of investments must be allocated to each
different source of funds invested in the commingled fund during the period since the last
allocation. This mark-to-market requirement does not apply if(i) the remaining weighted
average maturity of all investments held by a commingled fund during a particular fiscal
year does not exceed 18 months, and the investments held by the commingled fund during
that fiscal year consist exclusively of obligations; or (ii) the commingled fund operated
exclusively as a reserve fund, sinking fund or replacement fund for two or more issues of
the same issuer. Subject to the Universal Cap limitation, and the principle that amounts are
allocable to only one issue at a time as Gross Proceeds, investments held by a commingled
fund must be allocated ratably among the issues served by the commingled fund in
proportion to either (i) the relative values of the bonds of those issues; (ii) the relative
amounts of the remaining maximum annual debt service requirements on the outstanding
principal amounts of those issues; or (iii) the relative original stated principal amounts of
the outstanding issues.
(f) Universal Cap. Amounts that would otherwise be Gross Proceeds allocable
to an issue are allocated (and remain allocated)to the issue only to the extent that the Value
of the Nonpurpose Investments allocable to those Gross Proceeds does not exceed the
Value of all outstanding bonds of the issue. Nonpurpose Investments allocated to Gross
Proceeds in a bona fide debt service fund for an issue are not taken into account in
determining the Value of the Nonpurpose Investments, and those Nonpurpose Investments
remain allocated to the issue. To the extent that the Value of the Nonpurpose Investments
allocable to the Gross Proceeds of an issue exceed the Value of all outstanding bonds of
that issue, an issuer should seek the advice of Note Counsel for the procedures necessary
to comply with the Universal Cap.
(g) Expenditure for Working Capital Purposes. Subject to certain exceptions, the
Proceeds of an issue may only be allocated to "working capital expenditures" as of any date
to the extent that those expenditures exceed "available amounts" as of that date (i.e.,
"proceeds-spent-last").
Appendix I-2
For purposes of this section, "working capital expenditures" include all expenditures
other than "capital expenditures." "Capital expenditures" are costs of a type properly
chargeable (or chargeable upon proper election) to a capital account under general federal
income tax principles. Such costs include, for example, costs incurred to acquire, construct
or improve land, buildings and equipment having a reasonably expected useful life in
excess of one year. Thus, working capital expenditures include, among other things,
expenditures for current operating expenses and debt service.
For purposes of this section, "available amount" means any amount that is available
to an issuer for working capital expenditure purposes of the type financed by the issue.
Available amount excludes Proceeds of the issue but includes cash, investments and other
amounts held in accounts or otherwise by an issuer for working capital expenditures of the
type being financed by the issue without legislative or judicial action and without a
legislative, judicial or contractual requirement that those amounts be reimbursed.
Notwithstanding the preceding sentence, a "reasonable working capital reserve" is treated
as unavailable. A working capital reserve is reasonable if it does not exceed five percent of
the actual working capital expenditures of an issuer in the fiscal year before the year in
which the determination of available amounts is made. For purpose of the preceding
sentence only, in determining the working capital expenditures of an issuer for a prior fiscal
year, any expenditures (whether capital or working capital expenditures) that are paid out
of current revenues may be treated as working capital expenditures.
The proceeds-spent-last requirement does not apply to expenditures to pay (i) any
Qualified Administrative Costs; (ii) fees for qualified guarantees of the issue or payments
for a qualified hedge for the issue; (iii) interest on the issue for a period commencing on
the Issue Date and ending on the date that is the later of three years from the Issue Date or
one year after the date on which the financed project is placed in service; (iv) the United
States for yield reduction payments (including rebate payments) or penalties for the failure
to meet the spend down requirements associated with certain spending exceptions to the
rebate requirement; (v) costs, other than those described in (i) through (iv) above, that do
not exceed five percent of the Sale Proceeds of an issue and that are directly related to
capital expenditures financed by the issue (e.g., initial operating expenses for a new capital
project); (vi) principal or interest on an issue paid from unexpected excess sale or
Investment Proceeds; (vii) principal or interest on an issue paid from investment earnings
on a reserve or replacement fund that are deposited in a bona fide debt service fund; and
(viii) principal, interest or redemption premium on a prior issue and, for a crossover
refunding issue, interest on that issue. Notwithstanding the preceding paragraph, the
exceptions described above do not apply if the allocation merely substitutes Gross Proceeds
for other amounts that would have been used to make those expenditures in a manner that
gives rise to Replacement Proceeds.
Appendix 1-3
EXHIBIT B
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Truist Bank (the "Purchaser"), hereby certifies as set
forth below with respect to the purchase from Monroe County (the "Issuer") of its
$4,000,000 Special Obligation Revenue Note, Series 2020 (the"Note"). Capitalized terms
used herein and not defined herein shall have the respective meanings ascribed to them in
the Certificate as to Arbitrage and Certain other Tax Matters, dated September 28, 2020,
to which this Issue Price Certificate is attached (the "Tax Certificate").
I. Purchase of the Note. On the date of this certificate, the Purchaser is
purchasing the Note for an amount equal to 100% of the aggregate principal amount
thereof, $4,000,000. The Purchaser is not acting as an Underwriter with respect to the
Note. The Purchaser has no present intention to sell, reoffer, or otherwise dispose of the
Note (or any portion of the Note or any interest in the Note). The Purchaser has not
contracted with any person pursuant to a written agreement to have such person participate
in the initial sale of the Note and the Purchaser has not agreed with the Issuer pursuant to
a written agreement to sell the Note to persons other than the Purchaser or a related party
to the Purchaser.
2. Defined Terms. (a) Public means any person (including an individual, trust,
estate, partnership, association, company, or corporation) other than an Underwriter or a
related party. The term "related party" for purposes of this certificate generally means any
two or more persons who have greater than 50 percent common ownership, directly or
indirectly.
(b) Underwriter means (i) any person that agrees pursuant to a written contract
with the Issuer (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Note to the Public, and (ii) any person that agrees
pursuant to a written contract directly or indirectly with a person described in clause (i) of
this paragraph to participate in the initial sale of the Note to the Public(including a member
of a selling group or a party to a retail distribution agreement participating in the initial sale
of the Note to the Public).
The representations set forth in this certificate are limited to factual matters only
that are in existence on the date hereof. Nothing in this certificate represents the
Purchaser's interpretation of any laws, including specifically Sections 103 and 148 of the
Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.
The undersigned understands that the foregoing information will be relied upon by the
Issuer with respect to certain of the representations set forth in the Tax Certificate and with
respect to compliance with the federal income tax rules affecting the Note, and by Note
Counsel in connection with rendering its opinion that the interest on the Note is excluded
B-1
from gross income for federal income tax purposes,the preparation of the Internal Revenue
Service Form 8038-G, and other federal income tax advice that it may give to the Issuer
from time to time relating to the Note; provided,however, that the Purchaser(a)makes no
representation as to the legal sufficiency of the representations of fact set forth herein and
(b)makes no representation as to any conclusions of law made by Note Counsel.
TRUIST BANK, as
By: And ry
w G. Smith, Senior Vice President
Dated: September 28, 2020
B-2
9
CERTIFICATE AS TO SPECIMEN NOTE
I, Pamela G. Hancock,the undersigned Deputy Clerk of the Circuit Court of Monroe
County, Florida and Ex-Officio Deputy Clerk of the Board of County Commissioners of
Monroe County, Florida, DO HEREBY CERTIFY that attached hereto as Exhibit A is a
specimen of the $4,000,000 Monroe County, Florida Special Obligation Revenue Note,
Series 2020, dated as of September 28, 2020, in fully registered form, which specimen is
identical in all respects with said Monroe County, Florida Special Obligation Revenue
Note, Series 2020 this day delivered to the initial purchaser thereof.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 28th day of
September, 2020.
10
.Cr/edT:; .
3 Kevin Madok, Clerk of the Circuit Court of
Monroe County, Florida and Ex-Officio Clerk of
�,, the Board of County Commissioners of Monroe
County, Florida
Pamela G. Hancock, As Deputy Clerk
$4,000,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
MONROE COUNTY, FLORIDA
SPECIAL OBLIGATION REVENUE NOTE
SERIES 2020
Interest Rate Date of Issuance Final Maturity Dat'
1.11% September 28, 2020 Apri "
KNOW ALL MEN BY THESE PRESENTS, that • o Cou Florida (the
"County"), for value received, hereby promises to pay, sol-. from `<.e Non . Valorem
Revenues described in the within mentioned Agreemen o e : nt an. i e manner
provided in such Agreement, to the order of Truist B. or its cesso -: •r assigns (the
"Noteholder"), the principal sum of FOUR MIL ‘ A .- I' 00 DOLLARS
($4,000,000) pursuant to that certain Loan Agreement b . •etwe the Noteholder and
the County, dated as of September 28, 2020 a free -nt . to pay interest on the
outstanding principal amount hereof from - 13t- : , . •ce •-t forth above, or from the
most recent date to which interest has b- .aid, a -:..e In- t Rate per annum(calculated
on a 30/360 day count basis) identif--d a.`, (subj. . adjustment as provided in the
Agreement) semi-annually on A. d 0 •er 1 a each year, commencing April 1,
2021 so long as any amount um•.-r this Note re : outstanding. Principal of the Series
2020 Note shall be payable . : ,Illy on Apri 1 < each year, commencing April 1, 2021,
through and including t.. a :6,;'? Date . 'entitled above. The principal repayment
schedule for this Note . set orth ... e form on Appendix I attached hereto. The
principal and intere-. r this • e - payable in any coin or currency of the United States
of America which at ''- e of p n ment, is legal tender for the payment of public and
private debts.
ll
This • - issued seder the authority of and in full compliance with the
Cons '.-- ...• an. .tutes of the State of Florida, including, particularly, Chapter 125,
Flo. .a Statutes, an. -r applicable provisions of law, and Resolution No. 249-2020 duly
ado,,<. > .0 on September 16, 2020 (the "Resolution"), as such Resolution may
be amended and pplemented from time to time, and is subject to all terms and conditions
of the 12- ,. . .'..n and the Agreement. Any capitalized term used in this Note and not
otherwise d-'med shall have the meaning ascribed to such term in the Agreement.
This Note is being issued to finance costs of the acquisition, installation and
implementation of a new Enterprise Resource Planning system for the Clerk's office and
to pay costs of issuance of this Note, all as more particularly described in the Resolution.
This Note is payable from the Non-Ad Valorem Revenues in the manner and to the extent
provided and described in the Agreement.
1
This Note shall bear interest at the Interest Rate identified above. Such Interest Rate
is subject to adjustment as provided in Section 3.03 and Section 4.02 of the Agreement.
The Noteholder shall provide to the County upon request such documentation to evidence
the amount of interest due with respect to the Series 2020 Note upon any such adjustment.
Notwithstanding any provision in this Note to the contrary, in no event shall the
interest contracted for, charged or received in connection with this Note (i luding any
other costs or considerations that constitute interest under the laws of the ;,e of Florida
which are contracted for,charged or received)exceed the maximum rate of inte allowed
under the State of Florida as presently in effect.
All payments made by the County hereon shall apply first ees, ts, late charges
and accrued interest, and then to the principal amount then d ' on t 's Not-.
This Note may be prepaid in whole but not in p. - on :usines.. It .y at a price
equal to 100% of the principal amount of this Note •e pre. = .1 .ccrued interest
thereon to the date of prepayment, without penalty or 'um. , .repayment of this
Note shall be made on such Business Day as shall be s. cis by e County in a notice
delivered to the Noteholder not less than ten - .ri. the , . specifying the principal
amount of this Note to be prepaid and the ate .. he .ate of such prepayment.
This Note, when delivered by e ::Aty pu . .t to the terms of the Agreement
and the Resolution, shall not be o• ons ute . + •deb dness of the County or of the State
of Florida within the meaning if any constitut _ , statutory or charter limitations of
indebtedness, but shall be paya.'.;: from the N.n- -d Valorem Revenues, in the manner and
to the extent provided in A: - ent an. he Resolution. The Noteholder shall never
have the right to comp- the , erc d valorem taxing power of the County or the
State,or taxation in o • y property therein to pay the Note or the interest thereon.
110
This N. be av-.- I the qualities and incidents of a negotiable instrument
under the laws . the Uniform Commercial Code of the State of Florida,
subject o the .lately s ceeding paragraph and any provisions for registration and
trans +tame• the Agreement. So long as any of this Note shall remain outstanding,
the ':'ounty shall m. . n and keep books for the registration and transfer of this Note.
e Note t..lder's right,title and interest in and to this Note and any amounts payable
by the C. .i -reunder may be assigned and reassigned in accordance with and subject
to the restri ions in the Agreement.
After the County makes the final payment of the principal of this Note and all other
amounts due under the Agreement and under this Note have been paid in full, the
Noteholder will either provide the County with the cancelled Note or shall otherwise notify
the County in writing that this Note has been fully paid and cancelled.
2
IN WITNESS WHEREOF, the County caused this Note to be signed by the
manual signature of the Mayor and the seal of the County to be affixed hereto or imprinted
or reproduced hereon, and attested by the manual signature of the County Clerk, and this
Note to be dated the Date of Issuance set forth above.
""�
Ahrral7
in,
MONROE COUNTY, FLORIDA
By.
Heat r C the , M
?. n Madok, Clerk
AS')
Pamela G. Hancock, As Deputy Clerk
Approved as to Form and Legal Sufficienc
Count} Attomey's Office
..S.
Appendix I
Principal Repayment Schedule for the
MONROE COUNTY, FLORIDA
SPECIAL OBLIGATION REVENUE NOTE,
SERIES 2020
Payment Date Principal
04/01/2021 $440,000
04/01/2022 875,000
04/01/2023 885,000
04/01/2024 895,000
04/01/2025 905,000
A-I-1
10
CROSS RECEIPT
September 28, 2020
Board of County Commissioners
of Monroe County, Florida
Key West, Florida
Dear Commissioners:
We have deposited for your account the amount of $4,000,000 for payment of
$4,000,000 aggregate principal amount of your Monroe County,Florida Special Obligation
Revenue Note, Series 2020 (the "Series 2020 Note"), received today from you by the
undersigned, Truist Bank (the "Noteholder"). All of such amount shall be wired directly
to IBERIABANK for credit to the County's account. The undersigned hereby
acknowledges receipt of said Series 2020 Note.
TRUIST BANK
By:_______��� �/�iG"
Andrew G. Smith, Senior Vice President
Please acknowledge receipt of the
foregoing deposit by signing and
returning a copy of this letter.
MONROE COUNTY, FLORIDA
Kevin Madok, Clerk of the Circuit Court of
Monroe County,Florida and Ex-Officio Clerk of Or. ca..tt,,,,
the Board of County Commissioners of Monroe
County, Florida
Pamela G. Hancock, As Deputy Clerk
Form8038—G Information Return for Tax-Exempt Governmental Bonds
►Under Internal Revenue Code section 149(e)
(Rev.September 2018) ►See separate Instructions. OMB No.1545-0]20
Department or the Treasury Caution:If the issue price is under$700,000.use Fenn 8038-GC.
Internal Revenue Service ►Go to www.irs.gov/F8038G for Instructions and the latest Information.
Lad Reporting Authority If Amended Return,check here ► 0
1 Issuers name 2 Issuers employer identification number MIN)
Monroe County,Florida 59-6000149
3e Name of person(other than Issuer)with whom the IRS may communicate about this return(see instructions) 9b Telephone number of other person shown on 3a
Steven E.Miller,Esq.,Bond Counsel 813/201-2222
4 Number and street(orP.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only)
c/o Nabors,Giblin&Nickerson, P.A.,2502 N.Rocky Point Drive 1060 13 I.,;"I+'",il,.
6 City.town,or post office,state,and ZIP code 7 Date of issue
Tampa,Florida 33607 09/28/2020
6 Name of issue 9 CUSIP number
Monroe County,Florida Special Obligation Revenue Note,Series 2020 None
10a Name and title of officer or other employee of the issuer whom the IRS may call for mare information(see 10b Telephone number of officer or other
instructions) employee shown on lea
Kevin Madok,Clerk of Circuit Court 305/292-3550
Type of Issue(enter the issue price). See the instructions and attach schedule.
11 Education 11
12 Health and hospital 12
13 Transportation 13
14 Public safety 14
15 Environment(including sewage bonds) 15
16 Housing 18
17 Utilities 17
18 Other. Describe II* Enterprise Resource Planning System 18 4000000 00
19a If bonds are TANs or RAN&,check only box 19a 0, ❑ T u inr•firg�,rv'' y+
b if bonds are BANs,check only box 19b ► ❑
20 If bonds are in the form of a lease or installment sale,check box ► ❑ - °'"
•art III Description of Bonds. Complete for the entire issue for which this form is being filed.
(a)Final maturity date (b)Issue price Iq Stated redemption (a)Weightedla)yield
price at maturity average maturity
21 04/01/2025 $ 4,000,000.00$ 4,000,000.00 2.245a years 1.1100
•art IV Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest 22 0 00
23 Issue price of entire issue(enter amount from line 21,column(b)) 23 4,000,000 00
24 Proceeds used for bond issuance costs(including underwriters'discount) 24 40,500 00 'i
25 Proceeds used for credit enhancement 25 0 00
26 Proceeds allocated to reasonably required reserve or replacement fund 28
27 Proceeds used to refund prior tax-exempt bonds.Complete Part V . . 27 0 00
28 Proceeds used to refund prior taxable bonds.Complete Part V . . . 28 0 00lo
29 Total(add lines 24 through 28) 29 40,500 00
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . 30 3,959,500 00
Part V Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► N/A years
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► N/A years
33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/YVYY) . . ► N/A
34 Enter the date(s)the refunded bonds were issued If-(MM/DD/YVY N/A
For Paperwork Reduction Act Notice,see separate instructions. cat.No.637733 Form 8038-G(Rev.9-2016)
Form 8038-G(Rev.9-2018) Page 2
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . 35
38a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC).See instructions 36a
b Enter the final maturity date of the GIC (MM/DDIYVYY)
c Enter the name of the GIC provider
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► 0 and enter the following information:
b Enter the date of the master pool bond►(MM/DD/VVV1)
e Enter the EIN of the issuer of the master pool bond►
d Enter the name of the issuer of the master pool bond,
39 If the issuer has designated the issue under section 265(b)(3)(B)(6(III)(small issuer exception),check box ► ❑
40 It the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box ► ❑
41a If the issuer has identified a hedge,check here► 0 and enter the following information:
b Name of hedge provider
e Type of hedge►
d Term of hedge
42 If the issuer has superintegrated the hedge,check box P. 0
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations(see instructions),check box ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 148,check box P. 0
45a If some portion of the proceeds was used to reimburse expenditures,check here► i] and enter the amount
of reimbursement ► $1,282,594
b Enter the date the official intent was adopted (MM/DDNVVV) 09/16/2020
Under penalties of perjury.I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief,they are and complete.I further
declare that I consent to the IRS's disclosure of the issuers return information,as necessary to
and process this retu ,to the comes
co hat I have authori ad above.
Consent 09/28/2020 Heather Carruthers,Mayor
Signature f issuer' autho'zed representative Date Type or print name and title
Paid Print/type reperer's are Prg 1;jignatu Date Check ❑ if PTIN
Preparer Steven .Miller,Es .
S7(/k^r�• 09/28/2020 self-employed P01236498
Firm's name • Nabors,Giblin&Nickerson,P.A. Flrm's EIN I. 59.2427540
Use Only
Firm's address 1. 2502 N.Rocky Point Drive,Suite 1060,Tampa,FL 33607 Phone no. 813/281-2222
Form 8038-G(Rev.9-2018)
Notice Of Sale Printed On:9/10/2020 9:40:30AM
Bond issue name: Monroe County, Florida Special Obligation Revenue Note, Series 2020
Sale date: 09/28/2020
Closing date: 09/28/2020
Submitted by: mgarner@ngn-tampa.com
Submission date: 09/10/2020
Monroe County, Florida Special Obligation Revenue Note, Series 2020
Last Save Date: 9/10/2020 12:34:20PM Printed On: 9/10/2020 12:34:25PM
Issuer
Name of Governmental Unit:
Monroe County, Florida
Mailing Address of Governmental Unit or its Manager:
500 Whitehead Street
Address 2:
[blank]
City: State: Zip Code:
Key West FL 33040
Counties in which governmental unit has jurisdiction:
Monroe
Type of Issuer:
County
Is the Issuer a Community Development District?
No
Bond Information
Bond Issue Detains):
Name of Bond Issue Amount Issued Interest Calculation Yield
Monroe County, Florida Special Obligation Revenue Note, 4,000,000.00 Arbitrage Yield 1.1100
Series 2020
Amount Authorized:
4,000,000.00
Dated Date:
09/28/2020
Sale Date:
09/28/2020
Delivery Date:
09/28/2020
Legal Authority For Issuance:
Ch. 125, F.S.
Type Of Issue:
Bank Loan/Line of Credit
Is this a Private Activity Bond?
No
Specific Revenue(s)Pledged:
Primary: Annual Appropriation
Secondary: None
Purpose(s)of the Issue:
Primary: Administation(i.e.City Hall/Court House)
Secondary: None
Is this a Refunding Issue?
No
Page 1 of 5
Monroe County, Florida Special Obligation Revenue Note, Series 2020
Last Save Date:9/10/2020 12:34:20PM Printed On: 9/10/2020 12:34:25PM
Bond Refunding Issue Detail(s):
Name of Refunding Issue Dated Date Original Par Value Par Value Refunded
[blank]
Type of sale:
Negotiated Private Placement
Insurance/Enhancements:
No Credit Enhancement
Rating(s):
Moody's- NR
S&P: NR
Fitch: NR
Other: [blank]
Debt Service schedule provided by:
Email
Optional Redemption Provisions provided by:
Email
Participants
Provide the name and address of the Senior Managing Underwriter or Sole Purchaser.
Underwriter:
Truist Bank
Mailing Address of Underwriter:
5130 Parkway Plaza Boulevard
Address 2:
[blank]
City: State: Zip Code:
Charlotte NC 28217
Co-Underwriter:
None
Provide the names and addresses of any attorneys who advised the unit of local government with respect to the bond
issue.
Bond Counsel:
Nabors,Giblin 8 Nickerson, P.A.
Mailing Address of Bond Counsel:
2502 N Rocky Point Drive
Address 2:
Suite 1060
City: State: Postal Code:
Tampa FL 33607
Co-Bond Counsel:
None
Provide the names and addresses of any financial consultant who advised the unit of local government with respect to
the bond issue.
Financial Advisor/Consultant:
PFM Financial Advisors LLC
Page 2 of 5
Monroe County, Florida Special Obligation Revenue Note, Series 2020
Last Save Date: 9/10/2020 12:34:20PM Printed On:9/10/2020 12:34:25PM
Mailing Address of Financial Advisor/Consultant:
2222 Ponce de Leon Boulevard
Address 2:
Third Floor
City: State: Zip Code:
Coral Gables FL 33134
Co-Financial Advisor/Consultant:
None
Other Professionals:
[blank]
Mailing Address of Other Professionals:
[blank]
Address 2:
[blank]
City: State: Zip Code:
[blank] [blank] [blank]
Paying Agent:
None
Registrar:
None
Fenn
Has any fee,bonus,or gratuity been paid by any underwriter or financial consultant,in connection with the bond
Issue,to any person not regularly employed or engaged by such underwriter or consultant?
Fees Paid:
Company Name _ Fee Paid _ Service provided or function served
[blank]
Have any other fees been paid by the unit of local government with respect to the bond issue,including any fee paid
to attorneys of financial consultants?
Total Bond Counsel Fees Paid:
17,500.00
Total Financial Advisor Fees Paid:
10,000.00
Other Fees Paid:
Company Name Fee Paid Service Provided or Function Served
Bryant Miller Olive P.A. 7,500.00 Bank Counsel
Filing of this form has been authorized by the official of the issuer identified below:
Name:
Kevin Madok,Clerk of the Circuft Court
Title:
Governmental Officer primarily responsible for coordinating issuance of the bonds
Page 3 of 5
Monroe County, Florida Special Obligation Revenue Note, Series 2020
Last Save Date:9/10/2020 12:34:20PM Printed On:9/10/2020 12:34:25PM
Fees charged by Underwriter:
Management Fee(per thousand par value):
0.00
OR
Private Placement Fee:
0.00
Underwriters expected gross spread(per thousand par value):
0.00
Respondent
For additional information,the Division of Bond Finance should contact:
Name:
Steven E. Miller
Title:
Bond Counsel
Phone:
813-433-6567
Company:
Nabors, Giblin&Nickerson, P.A.
Mailing Address of Respondent:
2502 N Rocky Point Drive
Address 2:
Suite 1060
City: State: Zip Code:
Tampa FL 33607
Information relating to party completing this form(if different from above):
Name:
[blank[
Title:
[blank]
Phone:
[blank]
Company:
[blank[
Mailing Address:
[blank]
Address 2:
[blank]
City: State: Zip Code:
[blank] [blank] [blank]
Continuing Disclosure
Page 4 of 5
Monroe County, Florida Special Obligation Revenue Note, Series 2020
Last Save Date: 9/10/2020 12:34:20PM Printed On:9/10/2020 12:34:25PM
If the issuer is required to provide continuing disclosure information in accordance with SEC Rule 15C2-12,do you
want the Division of Bond Finance to remind you of your filing deadline?
No
Page 5 of 5
TALLAHASSEE 14
0 Mahan Drive
TAMPA Tallahas
Nabors Suite 200150
Tallahassee,Florida 32308
2502 Rocky Point Drive (850)2244070 Tel
Suite 1060 Giblin (850)2244073 Fax
Tampa,Honda 33607
(813)28120129 Tel NickersonP'A' FORT coward DALE
(813)281-0129 Fax 110 East Suite
17tl Boulevard
Suite ll00
ATTORNI V C A T I A W fort Lauderdale.Florida 33301
(954)3153852 Tel
September 28, 2020
Board of County Commissioners
of Monroe County
Key West, Florida
Commissioners:
We have examined a record of proceedings relating to the issuance of$4,000,000
principal amount of the Monroe County, Florida Special Obligation Revenue Note,
Series 2020 (the "Series 2020 Note") pursuant to the Loan Agreement dated as of
September 28, 2020 (the "Agreement"), between Monroe County, Florida (the "County")
and Truist Bank (the "Noteholder"). The Series 2020 Note is issued under the authority of
and pursuant to the laws of the State of Florida, including particularly, Chapter 125,Florida
Statutes, and Resolution No. 249-2020 duly adopted by the Board of County
Commissioners of Monroe County, Florida (the "County") on September 16, 2020 (the
"Resolution").
The Series 2020 Note is dated September 28, 2020. The Series 2020 Note has a
final maturity of April 1, 2025. The Series 2020 Note shall bear interest at the rate
described in the Agreement. The Series 2020 Note is subject to prepayment prior to
maturity in accordance with the terms of the Agreement. The Series 2020 Note is in the
form of one fully registered Series 2020 Note.
The Series 2020 Note is being issued for the principal purpose of financing costs of
the acquisition, installation and implementation of a new Enterprise Resource Planning
system.
As to questions of fact material to our opinion, we have relied upon the
representations of the County contained in the Resolution and the Agreement and in the
certified proceedings related thereto and to the issuance of the Series 2020 Note and other
certifications of public officials furnished to us in connection therewith without
undertaking to verify the same by independent investigation. Furthermore, we have
assumed continuing compliance with the covenants and agreements contained in the
Resolution and the Agreement. We have not undertaken an independent audit,
examination, investigation or inspection of the matters described or contained in any
Board of County Commissioners September 28, 2020
of Monroe County, Florida
Page 2
agreements, documents, certificates, representations and opinions relating to the
Series 2020 Note, and have relied solely on the facts, estimates and circumstances
described and set forth therein. In our examination of the foregoing, we have assumed the
genuineness of signatures on all documents and instruments,the authenticity of documents
submitted as originals and the conformity to originals of documents submitted as copies.
Based on the foregoing, under existing law, we are of the opinion that:
1. The County is a duly created and validly existing political subdivision under
the laws of the State of Florida.
2. The County has the right and power under the Constitution and laws of the
State of Florida to adopt the Resolution and execute and deliver the Agreement; the
Resolution has been duly and lawfully adopted by the County; the Agreement has been
duly and lawfully executed and delivered by the County;assuming the Agreement has been
duly and lawfully executed and delivered by the Noteholder, each are in full force and
effect in accordance with their respective terms and are valid and binding upon the County
and enforceable in accordance with their respective terms, and no other authorization for
the Resolution or the Agreement is required.
3. The County is duly authorized and entitled to issue the Series 2020 Note, and
the Series 2020 Note has been duly and validly authorized and issued by the County in
accordance with the Constitution and laws of the State of Florida, the Resolution and the
Agreement. The Series 2020 Note constitutes a valid and binding obligation of the County
as provided in the Resolution and the Agreement, is enforceable in accordance with its
terms and the terms of the Resolution and the Agreement, and is entitled to the benefits of
the Resolution,the Agreement,and the laws pursuant to which it is issued. The Series 2020
Note does not constitute a general indebtedness of the County or the State of Florida or any
agency, department or political subdivision thereof, or a pledge of the faith and credit of
such entities, but is payable from Non-Ad Valorem Revenues (as defined in the
Agreement) in the manner and to the extent provided in the Resolution and the Agreement.
No holder of the Series 2020 Note shall ever have the right to compel the exercise of any
ad valorem taxing power of the County or the State of Florida or any political subdivision,
agency or department thereof to pay the Series 2020 Note.
4. The County has covenanted and agreed in the Agreement to appropriate in
its annual budget for each Fiscal Year(as defined in the Agreement) in which any amounts
due under the Agreement or with respect to the Series 2020 Note remain unpaid or
outstanding, by amendment, if necessary, from Non-Ad Valorem Revenues amounts
sufficient to pay principal of and interest on the Series 2020 Note and any other amounts
Board of County Commissioners September 28, 2020
of Monroe County, Florida
Page 3
payable thereunder, when due. Such covenant and agreement on the part of the County to
budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative
to the extent not paid, and shall continue until such Non-Ad Valorem Revenues or other
legally available funds in amounts sufficient to make all such required payments shall have
been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant
of the County, the County does not covenant to maintain any services or programs, now
provided or maintained by the County, which generate Non-Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of
such Non-Ad Valorem Revenues, nor, subject to the provisions of the Agreement, does it
preclude the County from pledging in the future its Non-Ad Valorem Revenues, nor does
it require the County to levy and collect any particular Non-Ad Valorem Revenues, nor
does it give any holder of the Series 2020 Note a prior claim on the Non-Ad Valorem
Revenues as opposed to claims of general creditors of the County. Such covenant to budget
and appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of
obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter
entered into (including the payment of debt service on bonds and other debt instruments).
However, the covenant to budget and appropriate for the purposes and in the manner stated
in the Agreement shall have the effect of making available for the payment of the
Series 2020 Note, in the manner described in the Agreement, Non-Ad Valorem Revenues
and placing on the County a positive duty to appropriate and budget, by amendment, if
necessary, amounts sufficient to meet its obligations under the Agreement; subject,
however, in all respects to the restrictions of Section 129.07, Florida Statutes, which
generally provide that the governing body of each county may only make appropriations
for each fiscal year which, in any one year, shall not exceed the amount to be received from
taxation or other revenue sources; and subject, further, to the payment of services and
programs which are for essential public purposes affecting the health, safety and welfare
of the inhabitants of the County or which are legally mandated by applicable law.
5. Under existing statutes, regulations, rulings and court decisions, the interest
on the Series 2020 Note (a) is excluded from gross income for federal income tax purposes
and(b)is not an item of tax preference for purposes of the federal alternative minimum
tax. The opinions set forth in this paragraph are subject to the condition that the County
comply with all requirements of the Internal Revenue Code of 1986, as amended,that must
be satisfied subsequent to the issuance of the Series 2020 Note in order that interest thereon
be (or continues to be) excluded from gross income for federal income tax purposes.
Failure to comply with certain of such requirements could cause the interest on the
Series 2020 Note to be so included in gross income retroactive to the date of issuance of
the Series 2020 Note. The County has covenanted in the Agreement to comply with all
such requirements. Ownership of the Series 2020 Note may result in collateral federal tax
Board of County Commissioners September 28, 2020
of Monroe County, Florida
Page 4
consequences to certain taxpayers. We express no opinion regarding such federal tax
consequences arising with respect to the Series 2020 Note.
6. The County has designated the Series 2020 Note as a "qualified tax-exempt
obligation" for purposes of the Code in accordance with Section 265(b)(3)(B)
thereof. Based on such designation and the findings and facts set forth in the Resolution
and in the certifications of the County delivered at the closing with respect to the Series
2020 Note and relating to such designation,the Series 2020 Note is a "qualified tax-exempt
obligation" for purposes of Section 265(b)(3)(B) of the Code. Any change in the findings
and facts set forth in the Resolution and in the certifications of the County delivered at the
closing with respect to the Series 2020 Note and relating to such designation could
adversely impact the status of the Series 2020 Note as a "qualified tax-exempt obligation.
We have not been engaged or undertaken to review (1) the accuracy, sufficiency or
completeness of any offering or disclosure material relating to the Series 2020 Note or (2)
the compliance with any federal or state law with regard to the sale of the Series 2020 Note,
and we express no opinion relating thereto.
The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent that
the enforceability of the Resolution, the Agreement and the Series 2020 Note may be
limited by any applicable 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.
The opinions set forth herein are expressly limited to, and we opine only with
respect to, the laws of the State of Florida and the federal income tax laws of the United
States of America. The only opinions rendered hereby shall be those expressly stated as
such herein, and no opinion shall be implied or inferred as a result of anything contained
herein or omitted herefrom.
This opinion is given as of the date hereof and we assume no obligation to update,
revise or supplement this opinion to reflect any facts and circumstances that may hereafter
come to our attention or any changes in law that may hereafter occur.
We have examined the form of the Series 2020 Note and, in our opinion, the form
of the Series 2020 Note is regular and proper.
�,/t/Respectfully submitted, ' /
TALLAHASSEE IS
Nabors 1500 Mahan Drive
Suite 200
TAMPA TallaM1assee,Florida 32308
2502 Rocky Point Drive (850)224-4070 Tel
Suite 1060 (850)229-4013 Fax
Tampa.Ronda 33607(813)281-2222 Tel
Gi in
(813)281-0129 Fax Nickerson RA. 110 Ea FOALE
st Broward BoulevardB
Suite 1700
AITOPNII V Al I A W Fort Lauderdale,Ronda 33301
(954)3153852 Tel
September 28, 2020
Truist Bank
Charlotte, North Carolina
Re: $4,000,000 Monroe County, Florida Special Obligation Revenue
Note, Series 2020
Dear Sir or Madam:
We have acted as Bond Counsel to Monroe County, Florida (the "County") in
connection with the issuance by the County of$4,000,000 principal amount of the Monroe
County, Florida Special Obligation Revenue Note, Series 2020 (the "Note") pursuant to
Resolution No. 249-2020 adopted by the Board of County Commissioners of the County
on September 16,2020, and the Loan Agreement, dated as of September 28,2020, between
you and the County (the "Agreement"), and we have participated in various proceedings
relating thereto.
Of even date herewith, we have also delivered to the County our approving opinion
as Bond Counsel with respect to the Note. This letter will confirm that you may rely on
such opinion as if it were addressed to you; provided, however, no attorney-client
relationship has existed or exists between our firm and yours in connection with the Note
and by virtue of this letter or our approving opinion. This letter is delivered to you solely
for your benefit as the initial purchaser of the Note and may not be used, circulated, quoted
or otherwise referred to or relied upon for any other purpose or by any other person.
We are also of the opinion that the Note is not subject to the registration requirement
of the Securities Act of 1933, as amended, and the Resolution and the Agreement are each
exempt from qualification under the Trust Indenture Act of 1939, as amended.
This letter is furnished by us in our capacity as Bond Counsel for the County and
not as counsel to any other person.
Very truly yours,
���`��,P4
16
BOARD OF COUNTY COMMISSIONERS
County a� of Monroe -��.- Mayor Heather(arrwhers-District 1
y�� MayorProTern Michelle Coldiron.District 2
The Florida Keys �' �+ CraigCates.District 1
D id
dli --District
J Murphy.Distnct 5
Robert B.Shillinger,County Attorney** ''
Pedro J.Mercado.Assistant County Attorney** Office of the County Attorney
Cynthia L.Ilall.Assistant County Attorney** 1111 12'*Street.Suite 408
Christine Limbed-Harrows.Assistant County Attorney** Key West.FL 33040
Derek V.Howard.Assistant County Attorney** (30.5)292-3470—Phone
Peter H.Moms.Assistant County Attorney** (305)292-3516-Fax
Patricia Fables.Assistant County Attorney**
Pauncce Scull.Assistant County Attorney
Joseph X.DiNovo.Assistant County Attorney
**Hoard Certified in City.County&Local Most.Law
September 28, 2020
Board of County Commissioners
of Monroe County, Florida
Key West, Florida
Truist Bank
Charlotte, North Carolina
Re: $4,000,000 Monroe County, Florida Special Obligation Revenue Note,
Series 2020
Ladies and Gentlemen:
I am an Assistant County Attorney for Monroe County, Florida, a political
subdivision of the State of Florida (the "County"), and am providing this opinion in
connection with the issuance of the County's $4,000,000 Monroe County, Florida Special
Obligation Revenue Note, Series 2020 (the "Series 2020 Note") and the execution and
delivery of the Loan Agreement dated as of September 28, 2020(the "Agreement"),between
the County and Truist Bank (the "Noteholder"). The Series 2020 Note has been issued to
the Noteholder. Capitalized terms used herein and not otherwise defined shall have the
meaning ascribed thereto in the Agreement or Resolution No. 249-2020 adopted by the
Board of County Commissioners of Monroe County (the "Board") on September 16, 2020
(the "Resolution").
Based on the foregoing, I am of the opinion that:
The County is a duly created and validly existing political subdivision of the
State of Florida and had and has good right and lawful authority under the Constitution and
laws of the State to adopt the Resolution, enter into the Agreement, and to authorize and
issue the Series 2020 Note.
2. The Resolution has been duly adopted by the County and is in full force and
effect and, subject to the extent that the enforceability of the rights and remedies set forth
therein, may be limited by bankruptcy, insolvency or other laws affecting creditors' rights,
Board of County Commissioners September 28, 2020
Of Monroe County, Florida
Truist Bank
Page 2
constitutes a valid and binding obligation of the County enforceable in accordance with its
terms.
3. The Issuer has duly authorized, executed and delivered the Agreement and
assuming the due authorization,execution and delivery of the Agreement by the Noteholder,
the Agreement constitutes a legal, valid and binding obligation of the Issuer enforceable
against the Issuer in accordance with its terms(except as enforcement thereof may be limited
by bankruptcy, insolvency or similar laws relating to the enforcement of creditors' rights
generally or by such principles of equity as the court having jurisdiction may impose with
respect to certain remedies which require, or may require, enforcement by a court of equity).
4. The Series 2020 Note was duly executed and delivered by the Issuer under the
authority and pursuant to the provisions of Chapter 125, Florida Statutes, as amended, and
other applicable provisions of law (collectively, the "Act"), and under the authority and
direction of the Resolution and the Agreement.
5. The adoption of the Resolution, the execution and delivery of the Agreement
and the issuance of the Series 2020 Note and compliance with the provisions thereof will not
conflict with or constitute a material breach of or default under any existing law,
administrative regulation, court decree, resolution or agreement to which the County is
subject and the County has the power and authority to budget and appropriate Non-Ad
Valorem Revenues to pay debt service on the Series 2020 Note to the extent and in the
manner provided in the Agreement and to pay the Series 2020 Note and interest thereon in
accordance with the terms thereof and of the Series 2020 Note.
6. To the best of my knowledge after due inquiry, all approvals, consents,
authorizations and orders of any governmental authority or agency having jurisdiction in any
matter which would constitute a condition precedent to the performance by the County of its
obligations under the Resolution, the Agreement and the Series 2020 Note have been
obtained and are in full force and effect.
7. As of the date hereof, there is no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, government agency, public board
or body, pending or, to the best of my knowledge, threatened against the County, affecting
or seeking to prohibit,restrain or enjoin the sale,issuance or delivery of the Series 2020 Note
or the execution of the Agreement or the adoption of the Resolution or the collection of Non-
Ad Valorem Revenues to pay the principal of, premium, if any, and interest on the
Series 2020 Note, or contesting or affecting as to the County the validity or enforceability of
the Act in any respect relating to authorization for the issuance of the Series 2020 Note, the
Resolution,the Agreement or contesting the tax-exempt status of interest on the Series 2020
Note, or contesting the powers of the County or any authority for the issuance of the
Board of County Commissioners September 28, 2020
Of Monroe County, Florida
Truist Bank
Page 3
Series 2020 Note,or the execution of the Agreement,or the issuance of the Series 2020 Note
or the adoption of the Resolution or, except as has been disclosed in writing to the
Noteholder, which could materially adversely impact the financial condition of the County.
All of the above opinions as to enforceability of the legal obligations of the County
are subject to and limited by bankruptcy, insolvency,reorganization,moratorium and similar
laws, in each case relating to or affecting the enforcement of creditors' rights generally, and
other general principles of equity.
Very truly yours,
Cy thia L. Hall
0 pfm
SOURCES AND USES OF FUNDS
Monroe County,Florida
Special Obligation Revenue Note,Series 2020
Final Numbers
Bank Lender:BEST I Twist
Dated Date 09/28/2020
Delivery Date 09/28/2020
Sources:
Bond Proceeds:
Par Amount 4,000,000.00
4,000,000.00
Uses:
Project Fund Deposits:
Project Fund 3,959,500.00
Delivery Date Expenses:
Cost of Issuance 40,500.00
4,000,000.00
Sep 15,2020 2:32 pm Prepared by PFM Financial Advisors LLC Page 1
0 pfm
BOND SUMMARY STATISTICS
Monroe County,Florida
Special Obligation Revenue Note,Series 2020
Final Numbers
Bank Lender:BBBT I Truist
Dated Date 0912812020
Delivery Date 09/28/2020
Last Maturity 04/0112025
Arbitrage Yield 1.109990%
True Interest Cost(TIC) 1.109990%
Net Interest Cast(NIC) 1.110000%
All-In TIC 1.489431%
Average Coupon 1.110000%
Average Life(years) 2.746
Duration of Issue(years) 2.703
Par Amount 4,000,00000
Bond Proceeds 4,000,000.00
Total Interest 121,915,00
Net Interest 121,915 00
Total Debt Service 4,121,915.00
Maximum Annual Debt Service 915,045.50
Average Annual Debt Service 914,287.99
Underwriters Fees(per$1000)
Average Takedown
Other Fee
Total Underwriter's Discount
Bid Price 100.000000
Par Average Average PV of 1 bp
Bond Component Value Price Coupon Life change
Bond Component 4,000,000.00 100.000 1.110% 2.746 1,050.35
4,000,000.00 2.746 1,050.35
All-In Arbitrage
TIC TIC Yield
Par Value 4,000,000.00 4,000,000.00 4,000,000.00
+Accrued Interest
+Premium(Discount)
-Underwriters Discount
-Cost of Issuance Expense 40.500.00
-Other Amounts
Target Value 4,000,00000 3,959,500.00 4,000,000.00
Target Date 09/28/2020 09/28/2020 09/28/2020
Yield 1.109990% 7489431% 1.109990%
Sep 15,2020 2:32 pm Prepared by PFM Financial Advisors LLC Page 2
pfm
BOND PRICING
Monroe County,Florida
Special Obligation Revenue Note,Series 2020
Final Numbers
Bank Lender:BBBT/Twist
Maturity
Bond Component Date Amount Rate Yield Price
Bond Component:
04/01/2021 440,000 1.110% 1,110% 100.000
04/01/2022 875,000 1.110% 1.110% 100.000
04/01/2023 885,000 1.110% 1.110% 100.000
04/01/2024 895,000 1.110% 1.110% 100.000
04/01/2025 905,000 1.110% 1.110% 100.000
4,000,000
Dated Date 09/28/2020
Delivery Date 09/28/2020
First Coupon 04/01/2021
Par Amount 4,000,000.00
Original Issue Discount
Production 4,000,000.00 100.000000%
Underwriters Discount
Purchase Price 4,000,000.00 100.000000%
Accrued Interest
Net Proceeds 4,000,000.00
Sep 15,2020 2:32 pm Prepared by PFM Financial Advisors LLC Page 3
pfm
BOND DEBT SERVICE
Monroe County,Florida
Special Obligation Revenue Note,Series 2020
Final Numbers
Bank Lender:BB8T/Twist
Period
Ending Principal Coupon Interest Debt Service
04/01/2021 440,000 1.110% 22,570.00 462,570.00
04/01/2022 875,000 1.110% 39,516.00 914,516.00
04/01/2023 885,000 T110% 29,803,50 914,803.50
04/01/2024 895,000 4110% 19,980.00 914,980.00
04/01/2025 905,000 1.110% 10,045.50 915,045.50
4,000,000 121,915.00 4,121,915.00
Sep 15,2020 2:32 pm Prepared by PFM Financial Advisors LLC Page 4
pfm
BOND DEBT SERVICE
Monroe County,Florida
Special Obligation Revenue Note,Series 2020
Final Numbers
Bank Lender:8B&T/Twist
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
04/01/2021 440,000 1.110% 22,570.00 462,570.00 462,570.00
10/01/2021 19,758.00 19,758.00
04/01/2022 875,000 1.110% 19,758.00 894,75800 914,516.00
10/01/2022 14,901.75 14,901.75
04/01/2023 885,000 1.110% 14,901.75 899,901.75 914,803,50
10/01/2023 9,990.00 9,990.00
04/01/2024 895,000 1.110% 9,990.00 904,990.00 914,980,00
10/01/2024 5,022.75 5,022.75
04/01/2025 905,000 1.110% 5,022.75 910,022.75 915,045.50
4,000,000 121,915.00 4,121,915.00 4,121,915,00
Sep 15,2020 232 pm Prepared by PFM Financial Advisors LLC Page 5
0 pfm
COST OF ISSUANCE
Monroe County,Florida
Special Obligation Revenue Note,Series 2020
Final Numbers
Bank Lender:BB&T/Truist
Cost of Issuance $I1000 Amount
Bond Counsel 4.37500 17,500.00
Bond Counsel Expenses 0.12500 500.00
Financial Advisor 2.50000 10,000.00
Bank Counsel 1.87500 7,500.00
Miscellaneous 1.25000 5,000.00
10.12500 40.500.00
Sep 15,2020 2:32 pm Prepared by PFM Financial Advisors LLC Page 6
pfm
FORM 8038 STATISTICS
Monroe County,Florida
Special Obligation Revenue Note,Series 2020
Final Numbers
Bank Lender:BBBT/Twist
Dated Date 09/28/2020
Delivery Date 09/28/2020
Redemption
Bond Component Date Prindpal Coupon Price Issue Price at Maturity
Bond Component:
04/01/2021 440,000.00 1.110% 100.000 440,000.00 440,000.00
04/01/2022 875,000.00 1.110% 100.000 875,000.00 875,000.00
04/01/2023 885,000.00 1.110% 100.000 885,000.00 885,000.00
04/01/2024 895,000.00 1.110% 100.000 895,000.00 895,000.00
04/01/2025 905,000.00 1.110% 100.000 905,000.00 905,000.00
4,000,000,00 4,000,000.00 4,000,000.00
Stated Weighted
Maturity Interest Issue Redemption Average
Date Rate Price at Maturity Maturity Yield
Final Maturity 04/01/2025 1.110% 905,000.00 905,000.00
Entire Issue 4,000,000.00 4,000,000.00 2.7458 1.1100%
Proceeds used for accrued interest 0.00
Proceeds used for bond issuance costs(including underwriters'discount) 40,500.00
Proceeds used for credit enhancement 0.00
Proceeds allocated to reasonably required reserve or replacement fund 0.00
Sep 15,2020 2:32 pm Prepared by PFM Financial Advisors LLC Page 7
d
86-671-7481
R22l l Leon Blvd 9avw.pfm.c
��'_Illfl'ly pfm 3rd Floor www.pfmcom
Coral Gables,FL
33134
CLOSING MEMORANDUM
TO: Working Group
FROM: PFM Financial Advisors LLC
DATE: September 28, 2020
RE: Monroe County, Florida
Special Obligation Revenue Note, Series 2020 (the "Series 2020 Note")
Closing Wiring Instructions
I. SCHEDULE
Pre-Closing
Date: Thursday, September 24, 2020
Time: 10:00 AM
Location: 500 Whitehead St., Key West FL 33040
Clerk's Finance Conference Room (3rd floor)
Closing
Date: Monday,September 28, 2020
Time: Approximately 10:30 am. An e-mail will be sent to the working group upon
confirmation of receipt of funds and document signatures.
II. AMOUNTS DUE AT CLOSING OF SERIES 2020 NOTE
Par Amount(Purchase Price) $4.000,000.00
Net Purchase Price $4,000,000.00
n
ng
pfm Monroe Command Memorandum
Monroe County,FL
Series 2020
Page 2
III. SOURCES AND USES
Sources:
Par Amount $4,000,000.00
Sources Total $4,000,000.00
Uses:
Project Fund $3,959,500.00
Costs of Issuance 40,500.00
Uses Total $4,000,000.00
IV.WIRE&TRANSFERS:
A. From Truist Bank.serving as Note Provider,to Monroe County
Truist Bank will wire a total of $4,000,000.00 to Monroe County. This amount
represents the amount used to fund a deposit to the project fund, as well as to pay
costs of issuance totaling $40,500.00. Wire instructions for this transfer are as follows:
Wiring Instructions:
**Please give Pam Radloff 24 hours'notice prior to the wire transfer so she can notify the
bank. Her phone number is (305)292-3560 and email is pradlo/f@monroe-clerk.com.**
If you have any questions or require any additional information, please do not hesitate to
contact Pete Varona at(786)671-7481.
19
WIRE TRANSFER AGREEMENT
This Wire Transfer Agreement is dated as of September 28, 2020 (this
"Agreement") and is by and between the MONROE COUNTY, FLORIDA (the
"Borrower") and TRUIST BANK (the "Lender").
RECITALS
The Borrower is, simultaneously with the execution and delivery of this Agreement,
executing and delivering a Loan Agreement, dated September 28, 2020 hereof (the
"Contract"), between the Borrower and Lender. The purpose of the Contract is to provide
for Lender's advance of$4,000,000 to the Borrower to enable the Borrower to finance costs
of the acquisition, installation and implementation of a new Enterprise Resource Planning
system as described in the Contract, and to pay related financing costs.
In order to prevent unauthorized or fraudulent wire transfers through cyber fraud
and other means, Lender and the Borrower hereby agree to the following:
Section 1. Wire Transfer Requirements. In the event a wire transfer is made
by Lender to disburse funds as contemplated by the Contract(a "Disbursement"), said wire
transfer shall be delivered as directed in a written "Disbursement Authorization" provided
to Lender by a representative of the Borrower, subject to the terms and conditions set forth
herein. For the purposes of this Agreement, a representative of the Borrower shall include
employees and elected and/or appointed officials of the Borrower, bond counsel, the
Borrower's legal counsel, the Borrower's financial advisor or other designated
representative.
Section 2. Verification Procedures. Prior to making any Disbursement
pursuant to a Disbursement Authorization not delivered to Lender in person by a
representative of the Borrower, Lender shall verify such Disbursement Authorization
verbally via telephone communication with a representative of the Borrower. The
Borrower shall ensure that a representative of the Borrower will provide such verification
to Lender. The Borrower shall not disclose, or allow to be disclosed, such Lender
verification procedures to any third party unless there is a legitimate business need to make
such disclosure or such disclosure is required by law, and the Borrower accepts the risk of
such third party knowledge of the security procedures. If the Borrower has reason to believe
that a security procedure has been obtained by or disclosed to an unauthorized person or
learns of any unauthorized transfer or of any discrepancy in a transfer request, then the
Borrower shall notify Lender immediately.
Section 3. Payee Identification. The Borrower is solely responsible for
accurately identifying the wire transfer information contained in the Disbursement
Authorization delivered to Lender by a representative of the Borrower, including but not
limited to the bank name and its ABA number, beneficiary's account name and account
number and beneficiary's physical address, together with other information requested by
Lender(collectively, "Remittance Instructions"). If the Remittance Instructions describe a
beneficiary inconsistently by name and account number, the Borrower acknowledges that
Lender may make payment on the basis of the account number alone, that Lender is not
obligated to detect such errors, and that the Borrower assumes the risk of any loss resulting
therefrom.
Section 4. Duty to Reconcile Written Confirmation. Upon request from a
representative of the Borrower, Lender shall use its best efforts to send a representative of
the Borrower written confirmation of the Disbursement in the form of a reference number,
beneficiary name and wire amount. A representative of the Borrower shall promptly
review and reconcile the written confirmation of the Disbursement sent by Lender, and
shall report to Lender in writing, promptly, but in no event later than ten (10) business days
after the date of such written confirmation, any unauthorized, erroneous, unreceived or
improperly executed payment. Lender and the Borrower agree that ten (10) business days
is a reasonable time for the detection and reporting to Lender of such information. After
that time, all items on the written confirmation will be considered correct and the Borrower
will be precluded from recovering from Lender if such wire transfer identified in the written
confirmation was actually made by Lender. For the avoidance of doubt, any such writings
can be provided electronically.
Section 5. Unauthorized Payments. Notwithstanding any other provision
herein, if a Disbursement has been verified by a representative of the Borrower pursuant to
Section 2, it shall be binding on the Borrower if Lender acted in good faith in making such
Disbursement.
Section 6. Recordation. Lender may record any telephone conversation
between Lender and a representative of the Borrower in order to reduce the risk of
unauthorized or erroneous transfers. Lender may retain such recordings for as long as
Lender may deem necessary.
Section 7. Indemnification and Hold Harmless. If Lender complies with the
provisions of this Agreement, the Borrower agrees that Lender shall not be responsible for
any communication or miscommunication by a representative of the Borrower, and the
Borrower further agrees to indemnify, to the extent allowed by law, Lender and hold
Lender harmless from and against any and all losses, claims, expenses, suits, costs or
damages, demands or liabilities of whatever kind or nature, whether now existing or
hereafter relating in any way to a wire transfer made pursuant to the Contract.
Section 8. Applicable Law. All wire transfer orders are governed by Article 4A
of the Uniform Commercial Code, except as any provisions thereof that may be and are
modified by the terms hereof. If any part of the applicable wire transfer order involves the
2
use of the Fedwire, the rights and obligations of Lender and the Borrower regarding that
wire transfer order are governed by Regulation J of the Federal Reserve Board.
IN WITNESS WHEREOF, each of the parties has caused this Wire Transfer
Agreement to be signed and delivered by a duly authorized officer, all as of the date first
above written.
p,hf.„ MONROE COUNTY, FLORIDA
SI
v t A. By
`
\4iik
N : Hat 'r Carruthers
Ti or
Attest: KEVIN MADOK, CPA, Clerk
By: . G7
Pamela G. Hancock, As Deputy Clerk
TRUIST BANK
By
Name: Andrew G. Smith
Title: Senior Vice President
[Wire Transfer Agreement, dated as of September 28, 2020]
3