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Resolution 257-2014 MONROE COUNTY, FLORIDA RESOLUTION NO.457-2014 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA SUPPLEMENTING RESOLUTION - NO. 077-2003 ADOPTED BY THE BOARD ON FEBRUARY 19, 2003, AS PREVIOUSLY AMENDED; AUTHORIZING THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF VARIOUS CAPITAL IMPROVEMENTS WITHIN THE COUNTY AND THE REFUNDING OF ALL OF THE COUNTY'S OUTSTANDING INFRASTRUCTURE SALES SURTAX REVENUE BONDS, SERIES 2003, IN ORDER TO ACHIEVE DEBT SERVICE SAVINGS FOR THE COUNTY; AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $32,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF A MONROE COUNTY, FLORIDA INFRASTRUCTURE SALES SURTAX IMPROVEMENT AND REFUNDING REVENUE BOND, SERIES 2014, IN ORDER TO FINANCE A PORTION OF THE COSTS OF SUCH CAPITAL IMPROVEMENTS AND EFFECT SUCH REFUNDING; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH SERIES 2014 BOND; AUTHORIZING A NEGOTIATED SALE OF SAID SERIES 2014 BOND AND THE AWARD OF SAID SERIES 2014 BOND PURSUANT TO O THE PROPOSAL OF PINNACLE PUBLIC FINANCE, INC.; DELEGATING CERTAIN AUTHORITY TO THE MAYOR FOR THE APPROVAL OF THE TERMS AND DETAILS OF SAID SERIES 2014 BOND; APPOINTING THE CLERK AS THE PAYING AGENT AND REGISTRAR FOR SAID SERIES 2014 BOND; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTING THE ESCROW AGENT THERETO; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: SECTION 1. FINDINGS AND AUTHORIZATIONS. It is hereby found and determined that: (A) On February 19, 2003, the Board of County Commissioners (the "Board") of Monroe County, Florida (the "Issuer") duly adopted Resolution No. 077-2003 (as amended and supplemented, the "Resolution"), authorizing, among other things, the issuance of the Issuer's Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2003 (the "Series 2003 Bonds"), for the principal purpose of financing the acquisition, construction and equipping of various capital improvements. (B) On December 14, 2007, the Issuer issued its $29,415,000 Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2007 (the "Series 2007 Bonds") pursuant to the Resolution for the principal purpose of financing the acquisition, construction and equipping of various capital improvements. (C) On the date hereof, the Issuer adopted a supplemental resolution authorizing the issuance of not exceeding $16,000,000 aggregate principal amount of a Monroe County, Florida Sales Surtax Master Revenue Bond (PNC Bank Line of Credit), Series 2014 (the "Master Bond") pursuant to the Resolution for the principal purpose of financing and refmancing the acquisition, construction and equipping of various capital improvements from time to time. (D) Certain additional capital improvements should be acquired, constructed and equipped within the Issuer in order to improve the health, safety and welfare of the Issuer's citizens, which capital improvements are generally described in Exhibit A hereto and are more particularly described in the records, plans and specifications on file with the Issuer (collectively, the "Series 2014 Project"). The Series 2014 Project may be amended or supplemented from time to time by the Board in accordance with the provisions of the Resolution. (E) In order to achieve debt service savings for the Issuer it is in the best interests of the Issuer to refund all of the outstanding Series 2003 Bonds (the "Refunded Bonds"). (F) The Resolution provides for the issuance of Additional Bonds, payable on a parity with the Series 2007 Bonds (collectively, the "Series 2007 Bonds"), for the principal purpose of refunding the Refunded Bonds and fmancing the Series 2014 Project,upon meeting certain requirements set forth in the Resolution. (G) For the refunding of the Refunded Bonds, the Issuer shall, as provided herein, deposit part of the proceeds derived from the sale of the Series 2014 Bond, together with other legally available moneys of the Issuer, in a special escrow deposit trust fund (the "Escrow Fund"), which shall be sufficient to pay the Refunded Bonds as the same mature or are redeemed prior to maturity, all as provided herein and in the hereinafter described Escrow Deposit Agreement. Subsequent to the defeasance of the Refunded Bonds, the Refunded Bonds shall no longer be payable from or be secured by any portion of the Pledged Funds (as defined in the Resolution). 2 • (H) There is hereby authorized the financing of costs related to the acquisition, construction and equipping of the Series 2014 Project and the refunding of the Refunded Bonds, all in the manner provided by this Supplemental Resolution and by the Resolution. (I) The Issuer deems it to be in its best'interest to issue its Monroe County, Florida Infrastructure Sales Surtax Improvement and Refunding Revenue Bond, Series 2014 (the "Series 2014 Bond") for the principal purpose of financing a portion of the costs of the Series 2014 Project and refunding the Refunded Bonds. (J) The Issuer's financial advisor, Public Financial Management, Inc. (the "Financial Advisor"), previously solicited proposals from various financial institutions to purchase the Series 2014 Bond and the proposal (the "Proposal") received from Pinnacle Public Finance, Inc. (the "Purchaser"), a copy of which is attached hereto as Exhibit B, is the most beneficial proposal for the Issuer. (K) Due to the potential volatility of the market for tax-exempt obligations such as the Series 2014 Bond and the complexity of the transactions relating to such Series 2014 Bond, it is in the best interest of the Issuer to sell the Series 2014 Bond by a negotiated sale to the Purchaser pursuant to the Proposal and the provisions hereof and of the Resolution, rather than at a specified advertised date, thereby permitting the Issuer to obtain the best possible price, terms and interest rate for the Series 2014 Bond. (L) The Issuer hereby certifies that it is current in all deposits into the various funds and accounts established by the Resolution and all payments theretofore required to have been deposited or made by the Issuer under the provisions of the Resolution have been deposited or made and the Issuer has complied with the covenants and agreements of the Resolution and is not currently in default under the Resolution. (M) The Issuer hereby finds and certifies that all wastewater projects required to be funded by the Issuer within Monroe County, Florida have been completed or fully funded or will be fully funded upon the issuance of the Series 2014 Bond. (N) The covenants,pledges and conditions in the Resolution shall be applicable to the Series 2014 Bond herein authorized and said Series 2014 Bond shall be on a parity with and rank equally as to the lien on and source and security for payment from the Pledged Funds and in all other respects with the Series 2007 Bonds, the Master Bond and all Additional Bonds hereafter issued pursuant to the Resolution, shall constitute "Bonds" within the meaning of the Resolution; upon the issuance of the Series 2014 Bonds, there shall not exist any other lien on the Pledged Funds on parity with or senior to the liens granted with respect to the Series 2007 Bonds, the Master Bond and the Series 2014 Bonds. 3 SECTION 2. DEFINITIONS. When used in this Supplemental Resolution, the terms defined in the Resolution shall have the meanings therein stated, except as such definitions may be hereinafter amended and defined. SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. This Supplemental Resolution is enacted pursuant to the provisions of the Resolution and the Act. SECTION 4. AUTHORIZATION OF THE SERIES 2014 PROJECT AND REFUNDING OF THE REFUNDED BONDS. The Issuer hereby authorizes the acquisition, construction and equipping of the Series 2014 Project and the refunding, on a current basis, of the Refunded Bonds. SECTION 5. AUTHORIZATION AND DESCRIPTION OF THE SERIES 2014 BOND. The Issuer hereby authorizes the issuance of a Series of Bonds in the aggregate principal amount of not exceeding $32,000,000 to be known as the "Monroe County, Florida Infrastructure Sales Surtax Improvement and Refunding Revenue Bond, Series 2014," (or such other designation as the Mayor may determine) for the principal purpose of providing moneys to refund, on a current basis, the Refunded Bonds and to finance a portion of the costs of the acquisition, construction and equipping of the Series 2014 Project. The principal amount of the Series 2014 Bond to be issued pursuant to the Resolution shall be determined by the Mayor, upon the advice of the Issuer's Financial Advisor, provided the amount does not exceed $32,000,000. The Series 2014 Bond.shall be on parity in all respects and shall rank equally as to lien on and source and security for payment from the Pledged Funds with the Series 2007 Bonds and any Additional Bonds hereafter issued, except that any Bond may be separately secured by a subaccount within the Reserve Account. The Series 2014 Bond shall be dated as of its date of issuance, or such other date as the Mayor may determine, shall be issued in the form of one fully registered Bond and shall be numbered "R-l." The authorized denominations for the Series 2014 Bond shall be $100,000 and integral multiples thereof. The Series 2014 Bond shall bear interest from its dated date at a fixed interest rate of 2.36% per annum (the "Interest Rate"). The Interest Rate shall be calculated on the basis of a 360-day year consisting of twelve 30- day months. Interest on the Series 2014 Bond shall be payable semi-annually, on April 1 and October 1 of each year (each an "Interest Payment Date"), commencing on April 1, 2015. The Series 2014 Bond shall be issued as a single Term Bond with a final maturity of April 1, 2024 and shall be subject to mandatory sinking fund redemption in such Amortization Installments commencing on April 1, 2015 and on each April .1 thereafter through the maturity date of the Series 2014 Bond, determined by the Mayor, upon the advice of the Issuer's Financial Advisor, and approved by the Purchaser prior to the issuance of the Series 2014 Bond. Such Amortization Installments shall be set forth in the Series 2014 Bond. The Series 2014 Bond shall be sold on a negotiated basis to the — Purchaser at a purchase price equal to 100% of the aggregate principal amount thereof. 4 The Purchaser shall provide the Issuer with an executed Disclosure Letter and Truth-in- Bonding Statement as required by Section 218.385, Florida Statutes, prior to the issuance of the Series 2014 Bond. The Interest Rate on the Series 2014 Bond shall comply in all respects with Section 215.84,Florida Statutes. The Series 2014 Bond shall be payable as to principal and interest by draft, check or bank wire transfer, at the option of the Purchaser or other holder of the Series 2014 Bond, or in such other manner as is agreed to between the Issuer and the holder of the Series 2014 Bond in whose name the Series 2014 Bond shall be registered on the registration books maintained by the Issuer 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; provided, that the registered owner of the Series 2014 Bond shall only be required to present and surrender the Series 2014 Bond to the Issuer for the final payment of the principal of the Series 2014 Bond or shall otherwise provide evidence that such Series 2014 Bond has been cancelled. Principal of and interest on the Series 2014 Bond shall be 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. The Series 2014 Bond shall be in the form set forth in Section 2.10 of the Resolution and may be modified to reflect the terms of the Series 2014 Bond set forth herein and as otherwise is necessary or desirable in accordance with said Section 2.10. SECTION 6. TRANSFER AND ASSIGNMENT. The holder's right, title and interest in and to the Series 2014 Bond and any amounts payable by the Issuer thereunder may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the Series 2014 Bondholder, without the necessity of obtaining the consent of the Issuer; provided, that any such assignment, transfer or conveyance shall be made only to (i) affiliates of the Series 2014 Bondholder or (ii) banks, insurance companies or their affiliates, provided that any such entity is purchasing the Series 2014 Bond for its own account with no present intention to resell or distribute the Series 2014 Bond, subject to each investor's right at any time to dispose of the Series 2014 Bond as it determines to be in its best interests. Unless to an affiliate controlling, controlled by or under common control with the Series 2014 Bondholder, no assignment, transfer or conveyance permitted by this Section 6 shall be effective until the Issuer shall have received a written notice of assignment that discloses the name and address of each such assignee. If the Series 2014 Bondholder notifies the Issuer of its intent to assign and sell its right, title and interest in and to the Series 2014 Bond as herein provided, the Issuer agrees that it shall execute and deliver to the assignee Series 2014 Bondholder, a Series 2014 Bond in the principal amount so assigned, registered in the name of the assignee Series 2014 Bondholder, executed and delivered by the Issuer in the same manner as provided herein and in the Resolution and with an appendix attached thereto setting forth the amounts to be paid on each principal payment date with respect to such Series 2014 Bond. 5 Notwithstanding any other provision of this Section 6, there shall never be more than three (3) holders of the Series 2014 Bond at any one time and, to the extent there are two (2) or more holders of the Series 2014 Bond at any time, such holders shall engage a paying agent and registrar that is reasonably acceptable to the Issuer, the duties of,which shall include, but not be limited to, invoicing the Issuer for scheduled payments on the Series 2014 Bond, receiving payments from the Issuer, distributing payments to the Series 2014 Bondholders and maintaining registration books with respect to the Series 2014 Bond and the holders.thereof. The holders of the Series 2014 Bond shall pay all costs and expenses of such paying agent and registrar and the Issuer shall have no liability, economic or otherwise, with respect thereto. Nothing contained in this Section 6 shall be interpreted to prohibit the Series 2014 Bondholder from selling participations in the Series 2014 Bond to any investors meeting the conditions set forth in the immediately preceding paragraph. SECTION 7. REDEMPTION PROVISIONS. Prior to April 1, 2019, the Series 2014 Bond shall not be subject to optional redemption. On and after April 1, 2019, the Series 2014 Bond may be redeemed, at the option of the Issuer, from any moneys legally available therefor, upon notice as provided herein, in whole but not in part, on any date by paying to the Series 2014 Bondholder the principal amount of the Series 2014 Bond to be redeemed, together with the unpaid interest accrued thereon to the date of such prepayment, without a premium or penalty. Any redemption of the Series 2014 Bond shall be made on such payment date as shall be specified by the Issuer in a written notice provided to the Series 2014 Bondholder not less than thirty (30) days prior thereto by first class mail. Notice having been given as aforesaid, the outstanding principal of the Series 2014 Bond shall become due and payable on the date of redemption stated in such notice, together with the interest accrued and unpaid to the date of redemption on the principal amount then being paid. If on the date of redemption moneys for the payment of the principal amount to be redeemed on the Series 2014 Bond, together with the accrued interest to the date of redemption on such principal amount, shall have been paid to the Series 2014 Bondholder as above provided, then from and after the date of redemption, interest on such redeemed principal amount of the Series 2014 Bond shall cease to accrue. If said money shall not have been so paid on the date of redemption, such principal amount of the Series 2014 Bond shall continue to bear interest until payment thereof at the Interest Rate. SECTION 8. APPLICATION OF SERIES 2014 BOND PROCEEDS. The proceeds derived from the sale of the Series 2014 Bond shall be applied by the Issuer simultaneously with the delivery thereof as follows: (A) A sufficient amount of the Series 2014 Bond proceeds, together with other legally available moneys of the Issuer, shall be deposited irrevocably in trust in the escrow deposit trust fund established under the terms and provisions of the hereinafter 6 defined Escrow Deposit Agreement to pay the principal of, Redemption Price, if applicable, and interest on the Refunded Bonds as the same mature and become due and payable or are redeemed prior to maturity. (B) A sufficient amount of the Series 2014 Bond proceeds shall be applied to the payment of costs and expenses relating to the issuance of the Series 2014 Bond. Such amount or any portion thereof may, at the option of the Issuer, be deposited in and disbursed from the 2014 Project Account described in Section 8(C)hereof. (C) The balance of the Series 2014 Bond proceeds shall be deposited to a separate account (the "2014 Project Account") in the Construction Fund established with respect to the Series 2014 Project and shall be used to pay the Costs of the Series 2014 Project. SECTION 9. TRANSFER OF CERTAIN MONEYS. The Refunded Bonds will be refunded from proceeds of the Series 2014 Bond and from other legally available funds of the Issuer. Any excess moneys on deposit in the Debt Service Fund established for the benefit of the Refunded Bonds pursuant to the Resolution and not required to remain on deposit therein shall be transferred to the Escrow Fund established pursuant to the Escrow Deposit Agreement. SECTION 10. APPOINTMENT OF PAYING AGENT AND REGISTRAR. The Clerk is hereby designated Registrar and Paying Agent for the Series 2014 Bond. The Clerk shall keep sufficient books and records to identify the holder of the Series 2014 Bond. SECTION 11. AUTHORIZATION TO EXECUTE ESCROW DEPOSIT AGREEMENT. The Issuer hereby authorizes and directs the Mayor to execute and the Clerk to attest an escrow deposit agreement (the "Escrow Deposit Agreement") and to deliver the Escrow Deposit Agreement to The Bank of New York Mellon Trust Company, N.A., Jacksonville, Florida, which is hereby appointed as Escrow Agent. The Escrow Deposit Agreement shall be in substantially the form of the Escrow Deposit Agreement attached hereto as Exhibit C with such changes, amendments, modifications, omissions and additions, including the date of such Escrow Deposit Agreement, as may be approved by said Mayor. Execution by the Mayor of the Escrow Deposit Agreement shall be deemed to be conclusive evidence of approval of such changes. SECTION 12. RESERVE ACCOUNT. Pursuant to the provisions of Section 4.05(A)(4) of the Resolution, the Issuer hereby establishes a separate subaccount in the Reserve Account for the Series 2014 Bond which shall be designated as the "Series 2014 Subaccount" of the Reserve Account. The Reserve Account Requirement with respect to the Series 2014 Subaccount and the Series 2014 Bond shall be zero dollars and zero cents ($0.00). The Series 2014 Subaccount shall solely secure the Series 2014 Bond 7 and the Series 2014 Bond shall not be secured by any other portion of the Reserve Account or any other subaccount therein. SECTION 13. DETERMINATION OF TAXABILITY. In the event of a Determination of Taxability (as defined below), the Interest Rate on the Series 2014 Bond shall be immediately increased to the Taxable Rate (as defined below). Immediately upon a Determination of Taxability, the Issuer agrees to pay to the Series 2014 Bondholder, the Additional Amount. "Additional Amount" means (A) the difference between (i) interest on the Series 2014 Bond for the period commencing on the date on which the interest on the Series 2014 Bond (or portion thereof) is deemed to have lost its tax-exempt status and ending on the effective date of the adjustment of the Interest Rate to the Taxable Rate (the "Prior Taxable Period") at a rate per annum equal to the Taxable Rate and (ii) the aggregate amount of interest actually paid on the Series 2014 Bond during the Prior Taxable Period at the Interest Rate applicable to the Series 2014 Bond prior to the adjustment to the Taxable Rate, plus (B) any penalties, fines, fees, costs and interest paid or payable by the Series 2014 Bondholder to the Internal Revenue Service by reason of such Determination of Taxability. "Determination of Taxability" shall mean the circumstance of interest paid or payable on the Series 2014 Bond becoming includable for federal income tax purposes in the gross income of the Series 2014 Bondholder but only as a consequence of any act or - omission of the Issuer. A Determination of Taxability will be deemed to have occurred upon (a) the receipt by the Issuer or the Series 2014 Bondholder of an original or a copy - of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency or other official correspondence from the Internal Revenue Service which concludes that any interest payable on the Series 2014 Bond is includable in the gross income of the Series 2014 Bondholder; (b) the issuance of any public or private ruling of the Internal Revenue Service that any interest payable on the Series 2014 Bond is includable in the gross income of the Series 2014 Bondholder; or (c) receipt by the Issuer or the Series 2014 Bondholder of an opinion of Bond Counsel that any interest on the Series 2014 Bond has become includable in the gross income of the Series 2014 Bondholder for federal income tax purposes. For all purposes of this definition, a Determination of Taxability will be deemed to occur on the date as of which the interest on the Series 2014 Note is first deemed includable in the gross income of the Series 2014 Bondholder. A Determination of Taxability shall not occur in the event such interest is taken into account in determining adjusted current earnings for the purpose of the alternative minimum income tax imposed on corporations. "Taxable Rate" shall mean a fixed rate of interest equal to 3.63% per annum. SECTION 14. DEFAULT RATE. Any amount due under the Series 2014 Bond not paid within fifteen (15) days of the applicable due date shall bear interest at the Default Rate. "Default Rate" shall mean a fixed rate of interest equal to the lesser of(a) 5.00%per annum or 6.00%per annum if the Interest Rate has been previously adjusted to 8 the Taxable Rate pursuant to Section 13 hereof and (b) the maximum interest rate allowed under applicable law. SECTION 15. REPORTING FINANCIAL INFORMATION. A copy of the audited financial statements of the Issuer for each Fiscal Year shall be made available to the Purchaser and any subsequent Series 2014 Bondholder within 270 days after the end of each Fiscal Year. The Issuer shall also provide the Purchaser and any subsequent Series 2014 Bondholder with any other items reasonably requested by the Purchaser and any subsequent Series 2014 Bondholder, including but not limited to, the Issuer's adopted annual budget for any prior or current Fiscal Year. SECTION 16. GENERAL AUTHORITY. The Mayor, the County Administrator, the Clerk, the County Attorney, and the other officers, attorneys and other . agents or employees of the Issuer are hereby authorized to do all acts and things required of them by this Supplemental Resolution, the Resolution or the Escrow Deposit Agreement, or desirable or consistent with the requirements hereof or of the Resolution, or the Escrow Deposit Agreement for the full punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 2014 Bond, the Resolution and the Escrow Deposit Agreement and each member, employee, attorney and officer of the Issuer is hereby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. If the Mayor is unavailable or unable at any time to perform any duties or functions hereunder, the Mayor Pro Tern and the County Administrator are each hereby authorized to act on his behalf. SECTION 17. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Series 2014 Bond. SECTION 18. CONFLICTS; RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Resolution and all the terms and provisions thereof are and shall remain in full force and effect;provided,however, that in the event of a conflict between the terms of this Supplemental Resolution and the Resolution, the terms of this Supplemental Resolution shall govern. SECTION 19. EFFECTIVE DATE. This Supplemental Resolution shall become effective immediately upon its adoption. 9 r PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 15th day of October, 2014. Mayor Sylvia Murphy Ye9 Mayor Pro Tern Danny Kolhage yes Commissioner Heather Carruthers . j 9 Commissioner George Neugent yes F y- ` Commissioner David Rice yes if/ ® `? j ,r.�� BOARD OF COUNTY COMMISSIONERS z {Seal)r f— OF MONROE COUNTY, FLORIDA \,�4 a �` tt st GAMY HEAVILIN, Clerk • By: WYr) GHQ/(__ B Deputy Clerk M r MONROE COUNTY ATTORNEY AP ROV D AS ,,TO Fp, YNTHIA L. HALL ASSIST NT COUNTY ATTORNEY Date q1- 30 - xot 10 I EXHIBIT A SERIES 2014 PROJECT The Series 2014 Project generally includes the acquisition, construction, equipping and/or renovation, as the case may be, of all or a portion of the following capital improvements: • Plantation Key courthouse and jail • Fire Academy training facility • Marathon Library • Summerland(or East Cudjoe) fire station. • Jefferson Browne building • Cudjoe Regional Wastewater facilities • Sugarloaf fire station • Various road or bridge projects EXHIBIT B COPY OF PROPOSAL Pinnacle Public Finance A BankUnited Company August 25,2014 Via Email, Mr.Kevin Madok Senior Director of Strategic Planning Monroe County 1100 Simonton Street Key West,Florida 33040 RE: Request for Proposal-Direct Placement Bond(NBQ),Series 2014 Dear Mr.Madok, Pinnacle Public Finance, Inc., a BankUnited Company, is pleased to respond to the Monroe County Request for Proposal distributed August 11,2014 by Public Financial Management,Inc. Corporate Overview: In October 2010, BankUnited acquired the municipal finance business from Koch Financial Corporation and now operates it under the name Pinnacle Public Finance, Inc. Pinnacle is headquartered in Scottsdale, Arizona and is a market leader in providing tax-exempt financing directly to its state and local government clients and through its vendor programs and alliances. With more than $6 billion in financing and transactional experience in every state in the U.S., our team has the knowledge and the resources to fund complex programs that require innovative and flexible financing solutions. Since beginning operations as Pinnacle, we have funded more than 830 municipal transactions totaling nearly $985 million. As Koch Financial Corporation, our group managed a portfolio in excess of $1 billion and 2,600 municipal leases. Given that BankUnited is based in Florida, Pinnacle is strongly committed to meeting the needs of our Florida clients. Members of our team have successfully closed nearly 20 transactions totaling more than $142 million in Florida. Our proposed terms and conditions are as follows: Lender: Pinnacle Public Finance,Inc. ("Pinnacle") Issuer: Monroe County,Florida("County") Financial Advisor: Public Financial Management,Incorporated("Financial Advisor") Bond Counsel: Nabors,Giblin&Nickerson,PA("Bond Counsel") Lender's Counsel: Chapman and Cutler LLP("Lender's Counsel") Issue Type: Municipal loan structured as a privately placed note. The registered owner will be Pinnacle Public Finance, Inc. and Pinnacle requests physical delivery of the note,printed on safety paper,with no CUSIP. - Transaction Amount: Not to exceed$32,000,000 Pinnacle Public Finance,Inc. Monroe County—Request for Proposal-Direct Placement Bond(NBQ),Series 2014 August 25,2014 Page 2.of5 Purpose: The proceeds will be used to refund the County's outstanding Series 2003 Infrastructure Sales Surtax Bonds, fund new money projects, including the Cudjoe Key wastewater projects and pay costs of issuance. Security: The loan will be secured by a pledge of and lien upon all amounts the County receives from the Discretionary Sales Surtax Clearing Trust Fund, including but not limited to the proceeds of the one cent local government infrastructure sales surtax levied pursuant to Section 212.055(2)Florida Statutes and the proceeds of the tax levied pursuant to Section 202.19(5) Florida Statutes (the "Infrastructure Sales Tax revenues") and other funds as described within the Resolution. The loan will be on parity with the County's outstanding Series 2007 Bonds. Term: The loan will have a final maturity of April 1,2024 Interest Rate: 2.36% Interest Rate Expiration:, The above rate is valid for forty-five(45)days. Projected Funding Date: It is assumed the loan will fund on or about October 15,2014., Payment Frequency: Principal will be paid annually each April 1, commencing April 1,2015. Interest will be paid semi-annually each April 1 and October 1, commencing April 1, 2015. Debt Service Requirements: Please see the attached Preliminary Debt Service Schedule. Prepayment Terms Prior to April 1, 2019, the obligation is not subject to prepayment. Beginning April 1, 2019,the obligation is subject to prepayment in full, but not in part, at a price equal to par plus accrued interest.Subject to negotiation. Documentation: Pinnacle assumes all financing documentation will be prepared by Bond Counsel in form and content acceptable to Pinnacle and Lender's Counsel. Further; it is assumed Bond Counsel will provide, at no cost to Pinnacle, a validity and tax `opinion. This proposal is subject to review and acceptance of all documents by Pinnacle and Lender's Counsel. Requested Provisions: Pinnacle will require a gross up provision in the event the loan becomes taxable due to any actions or omissions of the City. In the event the loan becomes taxable,the taxable rate of interest will be 3.63%. Pinnacle will require a default rate of 5% be included in the documents. If the loan were to be taxable as described above, the default rate will be 6%. Subject to negotiation. Pinnacle Public Finance,Inc. Monroe County—Request for Proposal-Direct Placement Bond(NBQ),Series>2014. August25,2014 Page 3 of 5 Requested Provisions(cont.):. Pinnacle assumes the loan documents will include an Additional Bonds Test/Anti-Dilution Test in the range of 115-150%. Pinnacle requires that the loan documents make no reference to any Uniform Commercial Code Section relating to Investment Securities(i.e.UC.0 Article 8). Pinnacle will agree to transfer restrictions stated below- n`.!Assignment', Reporting: Pinnacle will request that the County agree to provide its CAFR within 210 days of the close of each fiscal year. Additionally, Pinnacle will request that the County agree to provide such other financial information as Pinnacle may reasonably request, including but not limited to, its annual budget for any prior or current fiscal year or subsequent fiscal years.Subject to negotiation Assignment: It is our present intention to hold the loan to maturity; however, Pinnacle will require that it reserves the right to assign, transfer or convey the loan (or any interest therein or portion thereof) only to any of its affiliates or to banks, insurance companies or similar financial institutions or their affiliates, including participation arrangements with such entities. Fees/Closing Costs: Pinnacle proposes the inclusion of up to$5,000 for Lender's Counsel in the costs of issuance (subject to negotiation). The County will be responsible for any fees or expenses with respect to its (i) issuing costs, if any, (ii) County's legal counsel,if any,and(iii)title/registration fees, if any. Pre-Close Requirements: " Pinnacle will require a;complete executed copy of the transcript by noon the day 1u prior to funding(a scanned copy is acceptable). Ultimately,Pinnacle will require a complete transcript with original signatures. Credit Approval: This proposal is subject to final credit approval by Pinnacle's parent, BankUnited. YRMA Representation: Pinnacle requests the County provide a letter confirming the County's Financial Advisor is acting as Independent Registered Municipal Advisor under the SEC Municipal Advisor Rule. A copy of the requested letter is attached to this } proposal as Exhibit A. Pinnacle Public Finance,Inc. Monroe County—Request for Proposal-Direct Placement Bond(NBQ),Series 2014 August 25,2014 Page4of5 Pinnacle's Role As Lender: The transaction described in this document is an arm's length, commercial transaction between the County and Pinnacle in which: (a) Pinnacle is acting solely as a principal(i.e., as a lender) and for its own interest; (b) Pinnacle is not acting as a municipal advisor or financial advisor to the County; (c) Pinnacle has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to the County with respect to this transaction and the discussions, undertakings and procedures leading thereto (irrespective of whether Pinnacle has provided other services or is currently providing other services to the County on other matters); (d) the only obligations Pinnacle has to the County with respect to this transaction are set forth in the definitive transaction agreements between Pinnacle and the County; and(e)Pinnacle is not recommending that the County take an action with respect to the transaction described in this document, and before taking any action with respect to this transaction, the County should discuss the information contained herein with its own legal, accounting, tax, financial and other advisors, as it deems appropriate. If the County would like a municipal advisor in this transaction that has legal fiduciary duties to the County, the County is free to engage a municipal advisor to serve in that capacity. Please feel free to call me at 480-419-3634 with any questions or further clarification. Thank you for the opportunity to present this proposal. Stncere t . ` i 'i ! !, 4 Blair`Swain Vice President,Direct CcI Sergio Masvidal,Public Financial Management,Inc. Pedro Varona,Public Financial Management,Inc. Pinnacle Public Finance,Inc. Monroe County—Request for Proposal-DirectPlacement Bond(NBQ),Series 2014 August 25,2014 r"-- Paget-5of5 Preliminary Debt ServiceSchedule Totals $36502,185.11 . $4302,185;11 $32,000000.00 Rate 2.3600% $36,502,185.11 Payment Payment , Purchase , Outstanding Annual ( Pmt# Date Amount Interest Principal I Price 1 Balance Total 10/15/2014 $32,000,000.00 . 1 4/1/2015 $848,231.1.1 $348,231.11 $500,000 00 Non-Callable $31,500,000.00, $848,231.11 2 10/1/2015 $371,700,00 $371,700.00 $0 00. . Non-Callable $31,500,000.00 3 4/1/2016 $871,700.00 $371,700.00 $500,000.00 Non-Callable $31,000,000.00 $1,243,400.00 4 10/1/2016 $365,800.00 $365,800.00 . $0.00 Non-Callable $31,000,000,00 5 4/1/2017 $3,865 800.00 $365,800.00 $3,500,000.00 Non-Callable $27,500,000.00 $4 231 600;00' 6 10/1/2017 $324,500.00 $324,500.00 $0.00 Non-Callable $27,500,000.00 7 4/1/2018 $3,904500 00 $324,500.00 $3,580,000.00 Non-Callable $23,920,000.00 $4229,000.00 8 10/1/2018 $282,256.00 $282,256.00 $9,00 Non-Callable $23,920,00100 9 4/1/2019 $3,947,256.00 $282,256.00 $3,665,000.00 $20,255,000.00 $20,255,000.00 $4,229,512.00 l0 10/1/2019 $239,009.00 $239,009.00 $0.00 e_ $20,255,000.00 $20,255,000.00 1I 4/1/2020 $4,029,009.00 $239,009.00 $3,790,000.00 $16,465,000.00 $16,465,000.00 - $4,268,018.00 12 10/1/2020 $194,287.00 $194,287.00 $0.00 $16,465,000,00 _ $16,465,000.00 13 4/1/2021 $4,109,287.00 $194,287400 $3,915,000.00 $12,550,000.00 $12;550,000100 $4,303,574,00' 14 10/1/2021 $1418,090.00 $148,090,00 $0.00 $12,550,009,00 $12,550,000.00 15 4/1/2022 $4,193,090.00 $148,090.00 $4,045,000.00 $8,505,00Q00 $8,505;000.00 ;$4,341,180.00 16 10/1/2022 $100,359,00 $100,359.00 $0,00 $8,505,000.00 _ $8,505,000.00 17 4/1/2023 $4,285,359.00 $100,359.00 $4,185,000.00 $4,320,000.00 $4,320,000.00 $4,385,718 00 18 10/1/2023 $50,976.00 $50,976;00 $0,00 $4,320,000.00 $4,320,000.00 , 19 4/1/2024 $4,370,976.00 $50,976.00 $4,320,000.00 $0.00 $0.00 $4,421,952.00 1 Q. 4.1 5- EXHIBIT A IRMA REPRESENTATION LETTER [Date] Pinnacle Public Finance, Inc. 8377 E. Hartford Drive, Suite 115 Scottsdale,Arizona 85255 Attention: Blair Swain Re: Independent Registered Municipal Advisor Representation Dear Mr. Swain: We are writing to provide you with certain representations pursuant to Rule 15Ba1-1 (the "Municipal Advisor Rule") of the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Act"), regarding our independent registered municipal advisor. Pursuant to paragraph (d)(3)(vi)(B) of the Municipal Advisor Rule, we hereby represent to you that we are represented by, and will rely on the advice of, [name of advisor] (the "Advisor") on all matters relating to [name of specific transaction]. We have been advised by the Advisor that: (i) it has registered as a municipal advisor with the SEC and the,Municipal Securities Rulemaking Board; and(ii)the following individuals, ( each of whom has been employed by the Advisor for at least two years prior to the date of this letter, are the Associated Individuals of the Advisor for its representation of us: [names of Advisor officers and employee(s)]. Capitalized terms`used and not defined in this letter have the meanings assigned to them in the Act, the Municipal Advisor Rule and the related guidance of the SEC's Office of Municipal Securities. You may rely on this representation letter until such time as you receive notice from us. Sincerely, [NAME OF MUNICIPAL ENTITY] By -. . It EXHIBIT C FORM OF ESCROW DEPOSIT AGREEMENT • ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT, dated as of October , 2014, by and between MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (the "Escrow Agent"), a national banking association organized and existing under the laws of the United States of America, having a corporate trust office in Jacksonville, Florida, as escrow agent hereunder. WHEREAS, the County has heretofore issued its Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2003 (the "Series 2003 Bonds") pursuant to Resolution No. 077-2003, adopted on February 19, 2003, as amended and supplemented (collectively, the "Resolution"); and WHEREAS, the County has determined to exercise its option under the Resolution to refund all of the outstanding Series 2003 Bonds, as described on Schedule A hereto (the "Refunded Bonds"); and WHEREAS, the County has determined to issue its $ principal amount of a Monroe County, Florida Infrastructure Sales Surtax Improvement and Refunding Revenue Bond, Series 2014 (the "Series 2014 Bond") pursuant to the Resolution, a portion of the proceeds of which Series 2014 Bond will be used, together with other legally available moneys of the County, to provide payment for the Refunded Bonds and discharge and satisfy the pledge of the Pledged Funds (as defined in the Resolution) and all covenants, agreements and other obligations of the County under the Resolution in regard to such Refunded Bonds; WHEREAS, the issuance of the Series 2014 Bond, the deposit of cash into an escrow deposit trust fund to be held by the Escrow Agent, the discharge and satisfaction of the pledge of the Pledged Funds and all covenants, agreements and other obligations of the County under the Resolution in regard to the Refunded Bonds shall occur as a simultaneous transaction; and WHEREAS, this Agreement is intended to effectuate such simultaneous transaction; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: SECTION 1. PREAMBLES. The County represents that the recitals stated above are true and correct, and the same are incorporated herein. SECTION 2. RECEIPT OF RESOLUTION. Receipt of a true and correct copy of the above-mentioned Resolution is hereby acknowledged by the Escrow Agent. The applicable and necessary provisions of the Resolution, including, without limitation, Article III and Section 8.01 thereof, are incorporated herein by reference. Reference herein to or citation herein of any provisions of the Resolution shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if the same were fully set forth herein. SECTION 3. DISCHARGE OF PLEDGE OF HOLDERS , OF REFUNDED BONDS. In accordance with Section 8.01 of the Resolution, the County by this writing exercises its option to have all covenants, agreements and other obligations of the County under the Resolution to the holders of the Refunded Bonds to cease, terminate and become void and be discharged and satisfied. SECTION 4. ESTABLISHMENT OF ESCROW FUND. There is hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow deposit trust fund designated the "Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2003 Escrow Deposit Trust Fund" (the "Escrow Fund"). The Escrow Fund shall beheld in the custody of the Escrow Agent as a trust fund for the benefit of the holders of the Refunded.Bonds, separate and apart from other funds of the County and the Escrow Agent. The Escrow Agent hereby accepts the Escrow Fund and acknowledges the receipt of and deposit to the credit of the Escrow Fund the sum of (A) $ received from the County from proceeds of the Series 2014 Bond (the "Bond Proceeds") and (B) $ other available funds of the County heretofore deposited in the Debt Service Fund for the Refunded Bonds pursuant to the Resolution (together with the Bond Proceeds, the "Cash Deposit"). MONEYS IN THE ESCROW FUND SHALL BE HELD BY THE ESCROW AGENT AS UNINVESTED CASH. SECTION 5. SUFFICIENCY OF CASH DEPOSIT. The County represents that the Cash Deposit is sufficient such that moneys_will be available to the Escrow Agent in amounts sufficient and at the times required to pay the amounts of principal of and interest due and to become due on the Refunded Bonds as described in Schedule B attached hereto. If the Cash Deposit shall be insufficient to make such payments, the County shall timely deposit to the Escrow Fund, solely from legally available funds of the County, such additional amounts as may be required to pay the Refunded Bonds as described in Schedule B hereto. Notice of any insufficiency shall be given by the Escrow Agent to the County as promptly as possible, but the Escrow Agent shall in no manner be responsible for the County's failure to make such deposits. SECTION 6. CASH DEPOSIT IN TRUST FOR HOLDERS OF REFUNDED BONDS. The deposit of the Cash Deposit in the Escrow Fund shall constitute an irrevocable deposit of moneys by the County in accordance with the Resolution in trust solely for the payment of the principal, redemption premium, if any, 2 and interest due and to become due on the Refunded Bonds on the hereinafter defined Redemption Date as set forth in Schedule B hereto. SECTION 7. ESCROW AGENT TO PAY REFUNDED BONDS FROM ESCROW FUND. The County hereby directs, and the Escrow Agent hereby agrees, that it will take all actions required to be taken by it under the provisions of the Resolution referenced in this Agreement, including the timely transfer of money to the Paying Agent for the Refunded Bonds (Wells Fargo Bank, N.A.) as provided in the Resolution, in order to effectuate this Agreement and to pay the Refunded Bonds in the amounts and at the times provided in Schedule B hereto. The Cash Deposit shall be used to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds as the same may mature or be redeemed. If any payment date shall be a day on which either the Paying Agent for the Refunded Bonds or the Escrow Agent is not open for the acceptance or delivery of funds then the Escrow Agent may make payment on the next business day. The liability of the Escrow Agent for the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds pursuant to this Agreement shall be limited to the application of the Cash Deposit and the interest earnings thereon available for such purposes in the Escrow Fund. SECTION 8. REDEMPTION OF REFUNDED BONDS. The County hereby irrevocably instructs the Escrow Agent to cause the Registrar for the Refunded Bonds (Wells Fargo Bank, N.A.) to give, on behalf of the Issuer, at the appropriate times the notice or notices, if any, required by the Resolution in connection with the redemption of the Refunded Bonds. The Refunded Bonds shall be redeemed on , 2014 (the "Redemption Date") at a redemption price equal to 100% of the principal-amount thereof,plus accrued interest. SECTION_ 9. DEFEASANCE. Concurrently with the deposit of the Cash Deposit set forth in Section 4 hereof, the Refunded Bonds shall be deemed to have been paid within the meaning and with the effect expressed in Section 8.01 of the Resolution. SECTION 10. ESCROW FUND IRREVOCABLE. The Escrow Fund hereby created shall be irrevocable and the holders of the Refunded Bonds shall have an express lien on the Cash Deposit deposited in the Escrow Fund pursuant to the terms hereof and the interest earnings thereon until paid out, used and applied in accordance with this Agreement and the Resolution. Neither the County nor the Escrow Agent shall cause nor permit any other lien or interest whatsoever to be imposed upon the Escrow Fund. SECTION 11. AMENDMENTS TO AGREEMENT. This Agreement is made for the benefit of the County and the holders from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written 3 consent of all such holders and the written consent of the Escrow Agent; provided, however, that the County and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant, or confer upon, the Escrow Agent for the benefit of the holders of the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of nationally recognized Bond Counsel with respect to compliance with this Section 11, including the extent, if any, to which any change, modification or addition affects the rights of the holders of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section 11. SECTION 12. FEES AND EXPENSES OF ESCROW AGENT; INDEMNIFICATION. In consideration of the services rendered by the Escrow Agent under this Agreement, the County agrees to and shall pay to the Escrow Agent the fees and expenses as shall be agreed to in writing by the parties hereto. The Escrow Agent shall have no lien or right of set-off whatsoever upon any of the Cash Deposit in said Escrow Fund for the payment of such proper fees and expenses. The County further agrees to indemnify and save the Escrow Agent harmless, to the extent allowed by law, against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder, and which are not due to the Escrow Agent's negligence or misconduct. Indemnification provided under this Section 12 shall survive the termination of this Agreement. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the County. The Escrow Agent may conclusively rely, as to the correctness of statements, conclusions and opinions therein,upon any certificate, report, opinion or other document furnished to the Escrow Agent pursuant to any provision of this Agreement; the Escrow Agent shall be protected and shall not be liable for acting or proceeding, in good faith,upon such reliance; and the Escrow Agent shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Escrow Agent may consult with counsel, who may be counsel to the County or independent counsel,with regard to legal questions, 4 and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance herewith. Prior to retaining such independent counsel, the Escrow Agent shall notify the County of its intention to retain counsel. SECTION 13. REPORTING REQUIREMENTS OF ESCROW AGENT. As soon as practicable after October 21, 2014, the Escrow Agent shall forward in writing to the County a statement in detail of the withdrawals of money from the Escrow Fund. SECTION 14. RESIGNATION OR REMOVAL OF ESCROW AGENT. The Escrow Agent, at the time acting hereunder, may at any time resign and be discharged from the duties and obligations hereby created by giving not less than 30 days written notice to the County and mailing notice thereof, specifying the date when such resignation will take effect to the holders of the Refunded Bonds, but no such resignation. shall take effect unless a successor Escrow Agent shall have been appointed by the holders of the Refunded Bonds or by the County as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. The Escrow Agent may be replaced at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Agent at least 30 days prior to the scheduled replacement date, and signed by either the County or the holders of the Refunded Bonds. Such instrument shall provide for the appointment of a successor Escrow Agent, which appointment shall occur simultaneously with the removal of the Escrow Agent. In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the holders of the Refunded Bonds by an instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly authorized in writing; provided, nevertheless, that in any such event, the County shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of the Refunded Bonds in the manner above provided, and any such temporary Escrow Agent so appointed by the County shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders. The County shall mail notice of any such appointment made by it at the times and in the manner described in the first paragraph of this Section 14. 5 In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the County pursuant to the foregoing provisions of this Section 14 within 30 days after written notice of resignation of the Escrow Agent has been given to the County, the holders of the Refunded Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. In the event of replacement or resignation of the Escrow Agent, the Escrow Agent shall remit to the County the prorated portion of prepaid fees not yet incurred or payable, less any termination fees and expenses at the time of discharge, the County shall pay all accrued and unpaid fees and expenses of the Escrow Agent and the Escrow Agent shall have no further liability hereunder and the County shall indemnify and hold harmless Escrow Agent, to the extent allowed by law, from any such liability, including costs or expenses incurred by the Escrow Agent or its counsel. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers organized under the banking laws of the United States or any State, and shall have at the time of appointment capital and surplus of not less than $50,000,000. Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the County an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall nevertheless, on the written request of such successor Escrow Agent or the County execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trust of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all securities and moneys held by it to its successor; provided, however, that before any such delivery is required to be made, all fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in full. Should any transfer, assignment or instrument in writing from the County be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the County. Any corporation into which the corporate trust business of the Escrow Agent, or any successor to it in the trusts created by this Agreement, may be merged or converted 6 or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or tax-free reorganization to which the corporate trust business of the Escrow Agent or any successor to it shall be a party shall be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. SECTION 15. TERMINATION OF AGREEMENT. Except for provisions hereof which are stated to survive the termination hereof, this Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Upon such termination, all moneys remaining in the Escrow Fund shall be released to the County. SECTION 16. GOVERNING LAW. This Agreement shall be governed by the applicable laws of the State of Florida. SECTION 17. SEVERABILITY. If any one or more of the covenants or agreements provided in this Agreement on the part of the County or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 18.. COUNTERPARTS. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 19. NOTICES. Any notice, authorization, request or demand required or permitted to be given in accordance with the terms of this Agreement shall be in writing and sent by registered or certified mail addressed to: Monroe County, Florida 1100 Simonton Street Key West, Florida 33040 Attn: County Administrator The Bank of New York Mellon Trust Company, N.A. 11061 Centurion Parkway Jacksonville, Florida 32256 Attn: Corporate Trust IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Deposit Agreement to be executed by their duly authorized officers and appointed 7 officials and their seals to be hereunder affixed and attested as of the date first written herein. MONROE COUNTY, FLORIDA (SEAL) Mayor ATTEST: Clerk THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., Escrow Agent By: Authorized Signatory 8 SCHEDULE A REFUNDED BONDS SCHEDULE B DEBT SERVICE REQUIREMENTS FOR REFUNDED BONDS