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Tab 1G Resolution 257-2014EXHIBIT G MONROE COUNTY, FLORIDA RESOLUTION NO.o�57 -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 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 refinancing 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 financing 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. (1) 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. (l) 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. N 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 -1." 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. 11 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. 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 0 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 S(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 0 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 Y1 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 Tem 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. 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 leg Mayor Pro Tem Danny Kolhage y e5 Commissioner Heather Carruthers YeS Commissioner George Neugent yes Commissioner David Rice ey (Seal) Attest "AMY 111EAVILIN, Clerk M I s f / p w� — i =� BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA B M r PTATE OF FLORIDA :OUNTY OF MONROE Phis Copy is s True Copy of the )riginal on File in this Ofttce. Witness ny hand and O'ficcial Seal. fhis kof" day of C t Lb &.D., 20 4 AMY HEAVlLIN Clerk Circuit Court _ MONROE COUNTY ATTORNEY AP .ROV U AS TO OR YNTHIA L� H L ASSIS"9 NT COUNTY ATTORNEY Date q 30 - . 2-0t , y - - D.C. 10 I ":ii, 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 10. 11: COPY OF PROPOSAL See Tab 12 of this Transcript EXEIIBIT C FORM OF ESCROW DEPOSIT AGREEMENT See Tab 2 of this Transcript