Tab 14 Certificate of Escrow Agent14
CERTIFICATE OF ESCROW AGENT
The undersigned duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., a national banking association (the "Bank "), as Escrow Agent under and
pursuant to that certain Escrow Deposit Agreement, dated as of October 21, 2014 (the
"Escrow Deposit Agreement "), with respect to the issuance by Monroe County, Florida
(the "County ") of the $31,885,000 Monroe County, Florida Infrastructure Sales Surtax
Improvement and Refunding Revenue Bond, Series 2014 (the "Series 2014 Bond ") issued
pursuant to Resolution No. 077 -2003, adopted on February 19, 2003, as amended and
supplemented (collectively, the "Resolution "), DOES HEREBY CERTIFY as follows:
1. The Bank is a national banking association with trust powers, duly
organized, validly existing and in good standing under the laws of the United States of
America and is authorized to do business and exercise trust powers in the State of Florida
as contemplated by the Escrow Deposit Agreement and has all requisite authority, power,
licenses, permits and franchises and has full corporate power and legal authority to
execute and perform its functions under the Escrow Deposit Agreement.
2. The execution, delivery and performance by the Bank of the Escrow
Deposit Agreement is duly authorized by the Bank and the Bank has duly accepted its
duties and obligations thereunder.
3. All approvals, consents and orders of any governmental authority or agency
having jurisdiction in the matter which would constitute a condition precedent to the
performance by the Bank of its duties and obligations under the Escrow Deposit
Agreement have been obtained and are in full force and effect.
4. The Escrow Deposit Agreement has been duly entered into and delivered
by the Bank and constitutes a legal, valid and binding obligation of the Bank, enforceable
against the Bank in accordance with its terms, except as the enforceability thereof may be
limited by applicable bankruptcy or other similar laws affecting the enforcement of
creditors' rights generally. Such enforcement shall be subject to equitable principles of
general applicability (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
5. No litigation, action, suit, proceeding or investigation at law or in equity
before any court, public board or body is pending or, to the knowledge of the undersigned
officer, threatened or in any way contesting or affecting the existence or powers
(including trust powers) of the Bank or the Bank's ability to fulfill its duties and
obligations under the Escrow Deposit Agreement.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
21st day of October, 2014.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By. �..
Au on e igna y