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Item O2 �s 0.2 r`, County of Monroe �y,4 ' �, "tr, BOARD OF COUNTY COMMISSIONERS County �a� Mayor Heather Carruthers,District 3 �1 `ll Mayor Pro Tem Michelle Coldiron,District 2 The Florida.Keys` )-.�p�` Craig Cates,District 1 David Rice,District 4 w � Sylvia J.Murphy,District 5 County Commission Meeting September 16, 2020 Agenda Item Number: 0.2 Agenda Item Summary #7305 BULK ITEM: Yes DEPARTMENT: County Clerk of Court TIME APPROXIMATE: STAFF CONTACT: Pam Radloff(305) 292-3560 No AGENDA ITEM WORDING: Approval of Resolution accepting the proposal of Truist Bank as a lender to provide the County with term loan in the amount of not to exceed $4 million, to finance the acquisition, installation and implementation of a new enterprise resource planning system; approving the form of a loan agreement; authorizing issuance of a promissory note to be repaid from non-ad valorem revenues; authorizing negotiation of final terms with the lender; and authorization for Mayor, Clerk and County Administrator to sign all necessary documents. ITEM BACKGROUND: In late 2019/beginning of 2020, with advice and consultation from County staff, the Clerk began the process of replacing its existing Finance software system (jointly used by County and Clerk staff) with an Enterprise Resource Planning software package that would provide Human Capital Management(onboarding and recruitment, payroll, HR and benefits) as well Finance functionality. Following a public procurement, the selection committee (composed of staff from the Clerk's office and the County) recommended ERP software from a joint venture composed of Collaborative Solutions and Workday, two leading providers in the financial software/HR software worlds. To pay for the software, the Clerk proposed to use a term loan in the amount of approximately $3.7 million plus interest, costs and fees. On July 13, 2020, the Clerk issued a Request for Quote following the County's procurement processes, for a term loan in the amount not to exceed $4 million. Five (5)proposals were received. The recommendations of the County's financial consultants, PFM Financial, and the Clerk, are to proceed with the proposal submitted by Truist Bank, based on the fact that this proposal contained the lowest interest rate (1.11%) and no prepayment penalty. (Truist Bank is the result of the December 2019 merger of BB&T and SunTrust Banks.) The essential terms of the loan being recommended are as follows: • Amount: NTE $4 million • Interest rate: 1.11% • Maturity Date: April 1, 2025. Prepayable in whole at anytime without penalty. Packet Pg. 2835 0.2 • Source of funds for repayment: All available non-ad valorem revenues legally available to make the payments required. The loan is in the name of the County because only the County has the authority to raise the non-ad valorem revenues used as collateral for this loan. Using the loan has the benefit of freeing up short-term cash. The Clerk's expected 2020 excess fees returned to the BOCC increase from zero to $800,000. The Clerk's 2021 ERP related budget request is reduced from $3.2 million to $800,000 (rounded numbers). 100% of debt services will be absorbed in the Clerk's future budgets. This agenda item seeks approval of the resolution and necessary related documents, copies of which are attached, together with authority for the Clerk and County staff to finalize negotiations with the lender to put the documents into final form. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval. DOCUMENTATION: Approving Resolution - Draft 2 BB&T Proposal, Exhibit A to Resolution Loan Agreement- Draft- Exhibit B to Resolution FINANCIAL IMPACT: Effective Date: Sept. 16, 2020 Expiration Date: April 1, 2025 Total Dollar Value of Contract: Not to exceed $4 million Total Cost to County: Not to exceed $4 million Current Year Portion: $0 Budgeted: Yes Source of Funds: Covenant to budget and appropriate all non-ad valorem funds legally available to repay the obligation other than ad valorem revenue. CPI: No. Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: None. Revenue Producing: Yes If yes, amount: NTE $4 million Grant: No Packet Pg. 2836 0.2 County Match: Insurance Required: No Additional Details: REVIEWED BY: Cynthia Hall Completed 09/01/2020 1:10 PM Kevin Madok Completed 09/01/2020 1:29 PM Budget and Finance Completed 09/01/2020 1:38 PM Lindsey Ballard Completed 09/01/2020 3:32 PM Liz Yongue Completed 09/01/2020 6:17 PM Board of County Commissioners Pending 09/16/2020 9:00 AM Packet Pg. 2837 DRAFT#2: 09/01/20 083-00028.B2 MONROE COUNTY, FLORIDA RESOLUTION NO. -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 0 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 2 PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. `- N BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: c 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 E "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. Packet Pg. 2838 (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 0 and to enter into a Loan Agreement with the Noteholder (the "Loan Agreement") E substantially in the form attached hereto as Exhibit B. 0 (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 0 defined in the Loan Agreement) budgeted and appropriated by the County in the manner o 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. y (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 0 Note and the Loan Agreement and the competitive solicitation process that the County took 0 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 0 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 2 interest rate for the Series 2020 Note and the Loan Agreement. N (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 a 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. E 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 Packet Pg. 2839 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 0 aggregate principal amount of not exceeding $4,000,000, a copy of which Proposal is E 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 0 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 y 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 0 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 e76 vidence 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 N 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 Packet Pg. 2840 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 E may be necessary or desirable to effectuate the purpose and intent of this Resolution. 0 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. y 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 Mayor Pro Tem Michelle Coldiron > Commissioner Craig Cates Commissioner Sylvia Murphy Commissioner David Rice N BOARD OF COUNTY COMMISSIONERS (Seal) OF MONROE COUNTY, FLORIDA 0 Attest: Kevin Madok, Clerk By: By: As Deputy Clerk Mayor 4 Packet Pg. 2841 EXHIBIT A PROPOSAL OF TRUIST BANK c E 0 c c 2 N c 0 CD u Packet Pg. 2842 EXHIBIT B FORM OF LOAN AGREEMENT c E 0 c c 2 N c 0 CD u Packet Pg. 2843 0.2.b 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 E Mr. Kevin Madok Monroe County,FL 1100 Simonton St Key West,FL 33040 0 Dear Mr. Madok: Truist Bank ("Lender") is pleased to offer this proposal for the financing requested by Monroe County, FL m (`.`Borrower"). y PROJECT: 2020 Special Obligation Term Loan AMOUNT: $4,000,000.00 MATURITY DATE: April 1,2025 0 76 INTEREST RATE: 1.11% 2 TAX STATUS;. Tax Exempt—Bank Qualified PAYMENTS: Interest: 'Semi-Annual Principal. Annual 0 INTEREST RATE CALCULATION:. 30/360 SECURITY:. Covenant to Budget and Appropriate legally available'non-ad valorem revenues of the Borrower PREPAYMENT y TERMS: Prepayable in whole at any time without penalty 0. 0 CL RATE e® EXPIRATION: October 10,2020 06 ca DOCUMENTATION/ LEGAL REVIEW m 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. Packet Pg. 2844 0.2.b 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. m Lender shall also require the Borrower to provide an unqualified bond counsel opinion, a no litigation certificate, and evidence of IRS Form 808 ding. 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 o 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 theCh financing is not qualified tax-exempt financing. o 0 We appreciate the opportunity to offer this financing proposal. Please call me at (80 ) 251-1328 with your questions and comments. 1e look forward to hearing,from you. x Sincerely, 0 Truist Bunk 0. 0 CL 06 ca Andrew G. Smith Senior Vice President � Packet Pg. 2845 0.2.b 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. — E • 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 Receipt: Name: s ..... Title: 2 c 0 0 x LU 0. 0 CL 06 CO CO it Packet Pg. 2846 .....-------............... .... 0.2.b Exhibit C:Certificate of Qualified Provider August 24 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: 0 1. The Purchaser is a "Qualified Provider"as required by Securities and Exchange Commission Release No. 4-89074(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 c corporation;or(iii) a federally-or state-chartered credit union. — 2. The Purchaser is capable of independently evaluating the investment risks of the transaction; y and 3. The Purchaser is not purchasing theTransaction with a view to distributing them. 0 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 76 clause (1) above. > 2 IN WITNESS WHEREOF,the undersigned has executed this certificate as of the date first mentioned above.. c [QUALIFIED PROVIDER NAME] By: c Name: Avt 0 0,e-, Title: 1° 0 0. 0 06 ca CL Packet Pg. 2847 0.2.b Monroe County Purchasing Policy and Procedures ATTACHMENT D.12 VENDOR CERTIFiCATI+ON REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): q - Respondent Vendor Name: 13 S.1-° Vendor FE.IN: E Vendor's Authorized Representative Name and Title: � V Address: w City. df State: zip: 1 Phone Number:_ / — / Email Address; a `- - m Section 287.135,Florida Statutes prohibits a company front bidding can,submitting a proposal for,or entering into y 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 287.1.35,Florida Statutes, also prohibits a company from bidding on,. submitting a proposal for,or entering intro 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 Despondent,. I hereby certify that the company identified above in 76 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 0. Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Enemy 0. 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, attorney's fees, and/or costs.. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or y 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, Certified By: who is authorized to sign on behalf of the above referen�d ,ompa _ Authorized Signature: Print Name: , Title: -V-117 c Note: The List are available at the following Department of Management Services Site: littp://www.diiis.iiivflorida-coiii/busijiess operations/state urchasi_miz/vendor iiiforiiiationlconvicted_suspended CL discriminatory comp9i� t _�etodno�l06 Devised BOCC 3/18/2020 Paige 82 of 92 Packet Pg. 2848 O.2.b EXHIBIT D Monroe County Purchasing Policy and Procedures ATTACHMENT D.8 PUBLIC ENTITY CLIME 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. 0 1 have read the above and state that neither (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. m (Signature) Date: c 0 ro. — ,STATE OF: .. - :w -c" , ,. .y c 2 COUNTY OF. Subscribed and sworn to (or affirmed) before me, by means of �physical presence or 0 online notarization, on I s (date) by � > (name of affiant). He/She is personally known to me or has produced (type of identification) as identificatiion. Z r � NOTARY PUBLIC p y 4 f My Commission Expires: 06 CARL CARLOSca I atsry ftwj"State Of South Csraollna my commission Expires 11812025 Revised BOCC 3/18/2020 Page 78 of 92 Packet Pg. 2849 0.2.b Monroe County Purchasing Policy and Procedures ATTACHMENT D.9 SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA E ETHICS CLAUSE � — m (Company) m "...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former e 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, 0) Ch 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 } Date: c 76 ,r y STATE OF: COUNTY OF; -- Subscribed and sworn to (or affirmed) before me, by means of)2kphysical presence or 0 onlin+e 0 y notarization, on a_ 0 (date) by = (name of affiant). He/She is personally Z known to me or has produced (type of identification) as identification. CAFtL CAftLOS Notary Public,State of South Carolina My Commission Expires 11812025 0. 06 NOTARY PUBLIC My Commission Expires: 1 Devised BOCC 3l1 S12020 Page 79 of 92 Packet Pg. 2850 0.2.b Monroe County Purchasing Policy and Procedures ATTACHMENT D.10 NON-COLLUSION AFFIDAVIT oft t�f 1 according to law on my oath, and under penalty of perjury, depose and say that E a. l am of the firm of ti the bidder making the Proposal for the project described in the Request for Proposals for 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; m C. unless otherwise required by Navy, 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 y competition; e. the statements contained in this affidavit are true and correct, and made with full c 76 knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. (Signat re) Gate: ' c STATE OF COUNTY OF; f., Subscribed and sworn to (or affirmed) before me, by means of", physical presence or C7 online : - notarization, on ( 0 date) by 0. Cuff `— (name of afhant). He/She is personally known to me or has CL 06 produced (type of identification) asca identification. NOTARY PUBLIC My Commission Expires: t `" Revised BOCC 3/18/2020 Page 80 of 92 CARLCARLOS 1n ry Public,State of S*"l My Commission SxPIres 11812025 Packet Pg. 2851 0.2.b 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:: 0 (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 2 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). v, 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. 2 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 0. of this section. 0 As the person authorized to sign the statement, i certify that this firm complies fully with the above requirements. 0 (Signatu(e) Date: z5:/ STATE OF: m.. <: Lu COUNTY OF: k ..w o 0 a. Subscribed and sworn to (or affirmed) before me, by means of physical presence or 0 online � notarization, on S, � (date) by ca (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. , ? NOTARY PUBLIC My Commission Expires:' Devised BOCC 3/18/2021 CARLCARLOS Page 81 of 92 Notary Ic,Stag Of Sn+ is My Commlission Expires 11812025 Packet Pg. 2852 0.2.c DRAFT#1: 09/01/20 083-00028.0 0 E 0 0 0 m 0 0 LOAN AGREEMENT BETWEEN 0 MONROE COUNTY, FLORIDA 0 AND TRUIST BANK 0 0 x Dated as of September , 2020 0 0 0 0 0 Packet Pg. 2853 TABLE OF CONTENTS Page ARTICLE I DEFINITION OF TERMS E SECTION 1.01. DEFINITIONS ...................................................................................2 SECTION 1.02. INTERPRETATION.......................................................................... 5 SECTION 1.03. TITLES AND HEADINGS ............................................................... 5 0 ARTICLE 11 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 0 SECTION 2.03. SERIES 2020 NOTE SHALL NOT BE INDEBTEDNESS OF THE COUNTY OR STATE.........................................................7 0 SECTION 2.04. COVENANT TO BUDGET AND APPROPRIATE NON-AD VALOREM REVENUES.............................................................7 0 SECTION 2.05. PAYMENT COVENANT.................................................................. 8 SECTION 2.06. ANTI-DILUTION.............................................................................. 8 SECTION 2.07. TAX COVENANT.............................................................................9 Q SECTION 2.08. OTHER COVENANTS. ....................................................................9 0 ARTICLE III w 0 DESCRIPTION OF SERIES 2020 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT x 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 E EVENTS OF DEFAULT; REMEDIES 2cD SECTION 4.01. EVENTS OF DEFAULT ................................................................. 14 SECTION 4.02. REMEDIES...................................................................................... 14 ARTICLE V E MISCELLANEOUS SECTION 5.01. ENTIRE AGREEMENT; AMENDMENTS TO THIS AGREEMENT............................................................................ 15 Packet Pg. 2854 0.2.c 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 SECTION5.06. NOTICES ......................................................................................... 15 E 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 0 EXHIBIT A - FORM OF SERIES 2020 NOTE c 0 0 0 0 c ii Packet Pg. 2855 0.2.c This LOAN AGREEMENT (this "Agreement") is made and entered into as of September , 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 o Florida, and its successors and assigns (the "Noteholder"); E WITNESSETH: WHEREAS, the County is authorized by provisions of the Florida Constitution, Chapter 125, Florida Statutes and other applicable provisions of law (collectively, the 0 "Act") to, among other things, acquire, construct, equip, own, sell, lease, operate and 0 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 y and refinance the acquisition, construction, equipping and maintenance of such capital improvements and public facilities; and c WHEREAS, the Clerk of the Circuit Court of Monroe County, Florida requires 0 certain capital improvements for its operations in the form of a new Enterprise Resource Planning system; and 0 WHEREAS, the acquisition, installation and implementation of such Enterprise 2 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 (as defined 0 herein), 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 0 and pay costs of issuance; and as WHEREAS, the proposal submitted by the Noteholder was the most favorable LU 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 $ to finance costs of the E Series 2020 Project and pay costs of issuance. NOW, THEREFORE, THIS AGREEMENT WITNESSETH: 0 That the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: E Packet Pg. 2856 0.2.c 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. c "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 , 2020, y between the County and the Noteholder and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. 0 "Board" shall mean the Board of County Commissioners of Monroe County, y Florida. 0 "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. 0 "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 entering 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 Packet Pg. 2857 0.2.c "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. 0 "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 0 as lessee under capitalized leases; and (D) all indebtedness of other Persons to the extent 0 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 0 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. 0 "Default Rate" shall mean the lesser of(A) the then applicable Interest Rate plus o 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 E 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 Packet Pg. 2858 0.2.c 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 (1) the County agrees to pay to the Counterparty an amount, either at one time or periodically,which may,but is not required to,be determined C 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 0 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 o Interest Rate is subject to adjustment pursuant to Section 3.03 and Section 4.02 hereof. 0 "Maturity Date" shall mean April 1, 2025. 0 "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 CD 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 Packet Pg. 2859 0.2.c "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. 0 "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 2 the rating of the Counterparty is not less than "A," without regard to gradations or other modifiers. 0 "Rating Agencies" shall mean Fitch, Moody's and Standard and Poor's. "Resolution" shall mean Resolution No. 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. 2 "Standard and Poor's" shall mean S&P Global Ratings, and any successors and assigns thereto. "State" shall mean the State of Florida. y 0 SECTION 1.02. INTERPRETATION. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. Any 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. 0 SECTION 1.03. TITLES AND HEADINGS. The titles and headings of the o 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. [Remainder of page intentionally left blank] 5 Packet Pg. 2860 0.2.c ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR SERIES 2020 NOTE E 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$ (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. 76 0 (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 c 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). E a� 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 Packet Pg. 2861 0.2.c 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 0 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. y SECTION 2.04. COVENANT TO BUDGET AND APPROPRIATE NON- AD VALOREM REVENUES. The County covenants and agrees to budget and c 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 76 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 y or programs, now provided or maintained by the County,which generate Non-Ad Valorem 0 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 E 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 Packet Pg. 2862 0.2.c 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. _ E 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 maximum annual 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. 0 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 E 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 Packet Pg. 2863 0.2.c 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 o subsidy payment on or prior to such interest payment date. E 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 0 County agrees to continually comply with the provisions of the Tax Certificate, which is 0 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. 0 (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 2 would cause the Series 2020 Note to be an "arbitrage bond" within the meaning of Section 148(a) of the Code. 0 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. [Remainder of page intentionally left blank] 0 9 Packet Pg. 2864 0.2.c ARTICLE III DESCRIPTION OF SERIES 2020 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT E 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 Noteholder which Series 2020 Note shall be in an amount equal to MILLION THOUSAND AND 00/100 DOLLARS ($ ) and shall be designated as the "Monroe County, Florida Special Obligation Revenue Note, Series 0 2020." The text of the Series 2020 Note shall be substantially in the form attached hereto 0 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 y 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 c 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 0 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 0 Interest Rate(calculated on a 30/360 day count basis) as the same may be adjusted pursuant to Section 3.03 and Section 4.02 hereof. Interest on the Series 2020 Note shall be payable 0 semi-annually on April 1 and October 1 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 1, 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 E 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, the Noteholder 10 Packet Pg. 2865 0.2.c 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 E complete and accurate record of any assignment of this Agreement and the Series 2020 Note as provided in Section 3.01(f). (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 0 Noteholder's legal counsel in the amount of$7,500. 0 (f) 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 0 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 0 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 o 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 0 so assigned, registered in the name of the assignee Noteholder, executed and delivered by W 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; LU 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. Q Nothing contained in this Section 3.01(f) shall be interpreted to prohibit the Noteholder from selling participations in the Series 2020 Note to any investors meeting the 0 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 the principal amount of the Series 2020 Note to be prepaid plus accrued interest thereon to the date of prepayment without penalty or premium. 11 Packet Pg. 2866 0.2.c (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 o given as aforesaid, the amount of the outstanding principal of the Series 2020 Note to be E 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 0 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 0 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 0 manifest error, as shall be necessary to provide to the Noteholder an after-tax yield on the 76 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 W 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 r� 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 E interest paid or payable by the Noteholder to the Internal Revenue Service by reason of a 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 E Noteholder with the same rate of return that the Noteholder would have otherwise received on the 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- 12 Packet Pg. 2867 0.2.c 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 o provide the County with evidence supporting any such increase. E c [Remainder of page intentionally left blank] 0 c c c 0 0 CO 13 Packet Pg. 2868 0.2.c ARTICLE IV EVENTS OF DEFAULT; REMEDIES 0 SECTION 4.01. EVENTS OF DEFAULT. An "Event of Default" shall be deemed to have occurred under this Agreement if: 0 (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 r- Agreement shall prove to be untrue in any material respect when made; 0 (c) Any covenant of the County contained in this Agreement shall be breached 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 o M 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 o 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 o 0 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 CD 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 Packet Pg. 2869 0.2.c ARTICLE V MISCELLANEOUS 0 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. 0 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. 2 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, o 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 o 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 Packet Pg. 2870 0.2.c Attention: Governmental Finance, Senior Vice President, 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. 0 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. 0 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. 0 [Remainder of page intentionally left blank] 0 0 0 0 0 0 0 0 0 0 0 16 Packet Pg. 2871 0.2.c 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. 0 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. 0 MONROE COUNTY, FLORIDA (SEAL) 0 By: Mayor ATTEST: Kevin Madok, Clerk By: Deputy Clerk 0 0 0 APPROVED AS TO FORM AND LEGAL SUFFICIENCY: 0 By: 0 County Attorney's Office o 0 TRUIST BANK X By: Andrew G. Smith, Senior Vice President 0 0 0 0 0 17 Packet Pg. 2872 0.2.c EXHIBIT A 0 UNITED STATES OF AMERICA E STATE OF FLORIDA MONROE COUNTY, FLORIDA SPECIAL OBLIGATION REVENUE NOTE SERIES 2020 0 Interest Rate Date of Issuance Final Maturity Date 1.11% September , 2020 April 1, 2025 a KNOW ALL MEN BY THESE PRESENTS, that Monroe County, Florida (the "County"), for value received, hereby promises to pay, solely from the Non-Ad Valorem Revenues described in the within mentioned Agreement to the 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 MILLION THOUSAND AND 00/100 DOLLARS ($ ) pursuant to that certain Loan Agreement by and 0 between the Noteholder and the County, dated as of September 2020 (the 0 "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 o (subject to adjustment as provided in the Agreement) semi-annually on April 1 and October 0 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 o 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, E Florida Statutes, and other applicable provisions of law, and Resolution No. duly adopted by the County on September 16, 2020 (the "Resolution"), as such Resolution may o' 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 Packet Pg. 2873 0.2.c 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 C which are contracted for, charged or received) exceed the maximum rate of interest allowed under the State of Florida as presently in effect. y 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 0 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 W 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 E 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. 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 A-2 Packet Pg. 2874 0.2.c 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. I MONROE COUNTY, FLORIDA E (SEAL) By: Mayor ATTEST: Kevin Madok, Clerk c c Deputy Clerk c Approved as to Form and Legal Sufficiency: y c 2 County Attorney's Office 0 0 Q 2 c A-3 Packet Pg. 2875 0.2.c Appendix I Principal Repayment Schedule for the MONROE COUNTY, FLORIDA o SPECIAL OBLIGATION REVENUE NOTE, SERIES 2020 c Payment Date Principal 04/01/2021 $ 04/01/2022 04/01/2023 r- 04/01/2024 04/01/2025 c c 0 0 c A-I-1 Packet Pg. 2876