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Resolution 172-2019 MONROE COUNTY, FLORIDA RESOLUTION NO. 172-2019 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ACCEPTING THE PROPOSAL OF PNC BANK, NATIONAL ASSOCIATION TO PROVIDE THE COUNTY WITH A TERM LOAN IN ORDER TO REFINANCE THE AMOUNTS OUTSTANDING UNDER THE COUNTY'S EXISTING LINE OF CREDIT; 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 $35,500,000 IN ORDER TO EVIDENCE SUCH LOAN; AUTHORIZING THE REPAYMENT OF SUCH NOTE FROM A COVENANT TO BUDGET AND APPROPRIATE LEGALLY AVAILABLE NON-AD VALOREM REVENUES; DELEGATING CERTAIN AUTHORITY TO CERTAIN OFFICIALS OF THE COUNTY;AUTHORIZING THE EXECUTION AND DELIVERY OF ,OTHER DOCUMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: SECTION 1. FINDINGS AND AUTHORIZATIONS. It is hereby found and determined that: (A) Hurricane Irma caused catastrophic damage throughout Monroe County, Florida (the "County") and the County experienced extraordinary expenditures and costs related to repairs, improvements, protective and security costs and collection, disposal and general clean-up of debris (the "Extraordinary Expenditures"). (B) Due to the then unavailability of sufficient budgeted funds, cash flow issues and anticipated delays in the expected reimbursement of a portion of the Extraordinary Expenditures by federal, state and local government agencies (the "Governmental Reimbursements"),the County entered into a Line of Credit Agreement(the"Line of Credit Agreement") with PNC Bank, National Association (the "Noteholder") and, after the County utilized its funds that were set aside for natural disasters and catastrophic events, the County borrowed funds pursuant to the Line of Credit Agreement to pay for Extraordinary Expenditures. (C) To date, the County has not yet received all of the Governmental Reimbursements which are to be used to pay down the funds borrowed under the Line of Credit Agreement and the County currently has$35,000,000 in aggregate principal amount outstanding under the Line of Credit Agreement(the "Prior Indebtedness"). (D) Pursuant to the terms of the Line of Credit Agreement,the County is required to amortize any amounts that are outstanding under the Line of Credit Agreement as of August 1, 2019, through August 1, 2022. (E) The Noteholder has proposed to allow the County to refinance the Prior Indebtedness over a longer amortization period than is contemplated under the Line of Credit Agreement and has offered favorable prepayment terms and other provisions, and the County financial advisor, PFM Financial Advisors LLC (the "Financial Advisor"), has advised the County that market conditions are favorable to refinance the Prior Indebtedness at this time in a cost effective manner; accordingly, it is in the best interests of the County to refinance the Prior Indebtedness through the issuance of a promissory note(as described herein and in the hereinafter defined Loan Agreement, the "Series 2019 Note") to the Noteholder pursuant to the Loan Agreement. (F) The County deems it to be in its best interest to accept the Noteholder's proposal to provide the County with a term loan to refinance the Prior Indebtedness,which proposal is attached hereto as Exhibit A (the "Proposal"), and to enter into a Loan Agreement with the Noteholder(the "Loan Agreement")substantially in the form attached hereto as Exhibit B. (G) The Series 2019 Note and all amounts payable under the Loan Agreement shall be repaid from Non-Ad Valorem Revenues (as defined in the Loan Agreement) budgeted and appropriated in the manner and to the extent set forth in the Loan Agreement and from Governmental Reimbursements and the Noteholder cannot compel the County to use its ad valorem taxing power to pay any of said amounts. (I-I) Due to the potential volatility of the market for tax-exempt obligations such as the Series 2019 Note, the complexity of the transactions relating to such Series 2019 Note and the Loan Agreement, the limited exposure to the capital markets and the Noteholder's understanding of the credit issues related to the County and the Series 2019 Note,as well as lower issuance costs, it is in the best interest of the County to sell the Series 2019 Note by a negotiated sale to the Noteholder pursuant to the Proposal, the Loan Agreement and the provisions hereof, rather than at a specified advertised date, thereby permitting the County to obtain the best possible price,terms and interest rate for the Series 2019 Note and the Loan Agreement. 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. 2 The words "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms shall refer to this Resolution. Words importing the singular number include the plural number, and vice versa. SECTION 3. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of the Series 2019 Note by the Noteholder, the provisions of this Resolution shall be a part of the contract of the County with the 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 behalfofthe County shall be for the benefit,protection and security of the Noteholder. SECTION 5. ACCEPTANCE OF PROPOSAL. The County hereby accepts the Proposal of the Noteholder to provide the County with a term loan in the aggregate principal amount of not exceeding $35,500,000, a copy of which Proposal is attached hereto as Exhibit A. The Mayor and the Clerk are each hereby authorized to execute and deliver the Proposal to the Noteholder,all of the terms and provisions of which are hereby approved and all actions previously taken by the Mayor, the Clerk, the County Administrator and other officials and employees of the County and professionals to the County with respect to the Proposal are hereby ratified and approved. The interest rate on the Series 2019 Note is variable and shall be established from time to time in accordance with the terms of the Proposal and the Loan Agreement. SECTION 6. APPROVAL OF FORM OF LOAN AGREEMENT AND SERIES 2019 NOTE. The County hereby approves a term loan from the Noteholder in the principal amount of not to exceed $35,500,000. The terms and provisions of the Loan Agreement in substantially the form attached hereto as Exhibit B are hereby approved,with such changes, insertions and additions as the Mayor and the Clerk may approve. The County hereby authorizes the Mayor to execute and deliver, and the Clerk to attest and affix the County seal to, the Loan Agreement substantially in the form attached hereto as Exhibit B, with such changes, insertions and additions as the Mayor and the Clerk may approve, their execution thereof being conclusive evidence of such approval. In order to evidence the loan under the Loan Agreement, it is necessary to provide for the execution of the Series 2019 Note. The Mayor and the Clerk are authorized to execute and deliver the Series 2019 Note substantially in the form attached to the Loan Agreement as Exhibit A with such changes, insertion and additions as they may approve, their execution thereof being evidence of such approval. SECTION 7. LIMITED OBLIGATION. The obligation of the County to repay the Series 2019 Note is a limited and special obligation payable from Non-Ad 3 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 2019 Note, all in the manner and to the extent described in the Loan Agreement. The County is authorized to use Governmental Reimbursements to repay the Series 2019 Note to the extent allowable under the terms of such Governmental Reimbursements. SECTION 8. GENERAL AUTHORIZATION. The Mayor,the Clerk,and the County Administrator are authorized to execute and deliver such documents, instruments and contracts, whether or not expressly contemplated hereby, that are necessary or desirable to carry out the transactions contemplated herein, and the County Attorney, Bond Counsel, the Financial Advisor and other employees or agents of the County are hereby authorized and directed to do all acts and things required hereby or thereby as may be necessary for the full, punctual and complete performance of all the terms, covenants, provisions and agreements herein and therein contained, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Resolution. [Remainder of page intentionally left blank] 4 SECTION 9. 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 10. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 17th day of July 2019. Mayor Sylvia Murphy Yes Mayor Pro Tern Danny Kolhage Yes 00 , Commissioner Heather Carruthers Yes Commissioner Michelle Coldiron YPS Commissioner David Rice Yes ,4111 BOARD OF COUNTY COMMISSIONERS k,'��.� OF MONROE COUNTY, FLORIDA Attest: Kevin Madok,Clerk t, � By: (IT"4-7-1-0"-b"^'6—' By: Deputy Clerk Mayor CO ex- ) U CV i C emu.: 4.1 co MONROE COUNTY ATTORNEY c �VEp A$j0 FOtiM Data: " -01,5 - ao1 5 MONROE COUNTY, FLORIDA $15,560,000 MONROE COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE, SERIES 2019 DATED: JULY 31, 2019 MONROE COUNTY, FLORIDA $15,560,000 MONROE COUNTY, FLORIDA Special Obligation Refunding Revenue Note, Series 2019 List of Closing Documents July 31, 2019 1. Certified copy of Resolution No. 172-2019 of the County adopted on July 17, 2019, authorizing the issuance of the Note and approving the Loan Agreement with PNC Bank, National Association. 2. Loan Agreement, dated as of July 31, 2019, between the County and PNC Bank, National Association. 3. Proposal of PNC Bank, National Association. 4. PNC Bank, National Association Pay-Off Letter. 5. PNC Bank, National Association Disclosure Letter and Truth-in-Bonding Statement. 6. Incumbency Certificate. 7. Signature Certificate. 8. General Certificate of the County. 9. Certificate as to Arbitrage and Certain Other Tax Matters. 10. Certificate as to Specimen Note. 11. Cross Receipt. 12. Information Return to Internal Revenue Service. 13. Advance Notice of Bond Sale. 14. Division of Bond Finance Information Form. 15. Approving Opinion of Nabors, Giblin &Nickerson, P.A., Note Counsel. 16. Reliance Letter of Nabors, Giblin &Nickerson, P.A., Note Counsel. 17. Opinion of County Attorney. 18. Final Numbers. 19. Closing Memorandum. 1 CLERK'S CERTIFICATE AS TO RESOLUTION NO. 172-2019 I, Pamela J. Radloff, the undersigned Deputy Clerk of the Circuit Court of Monroe County, Florida and Ex-Officio Deputy Clerk of the Board of County Commissioners of Monroe County, Florida(the "County"), DO HEREBY CERTIFY that attached hereto is a copy of "A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ACCEPTING THE PROPOSAL OF PNC BANK, NATIONAL ASSOCIATION TO PROVIDE THE COUNTY WITH A TERM LOAN IN ORDER TO REFINANCE THE AMOUNTS OUTSTANDING UNDER THE COUNTY'S EXISTING LINE OF CREDIT; 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 $35,500,000 IN ORDER TO EVIDENCE SUCH LOAN; AUTHORIZING THE REPAYMENT OF SUCH NOTE FROM A COVENANT TO BUDGET AND APPROPRIATE LEGALLY AVAILABLE NON-AD VALOREM REVENUES; DELEGATING CERTAIN AUTHORITY TO CERTAIN OFFICIALS OF THE COUNTY; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION," adopted at a meeting of the Board of County Commissioners of the County duly called and held on July 17, 2019, at which meeting a quorum was present and acting throughout,which resolution has been compared by me with the original thereof as recorded in the Minute Book of said County and that said resolution is a true, complete and correct copy thereof and said resolution has been duly adopted and has not been further modified, amended or repealed, and is in full force and effect on and as of the date hereof in the form attached hereto. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the County as of the 31st day of July, 2019. (SEA Kevin Madok, Clerk of the Circuit Court of Monroe County,Florida and Ex-Officio Clerk of e,"...._,,,,,„ theBoardofCountyCommissionersofMonroe'i -_ ==— County, Florida Pamela J. Radloff, Deputy Clerk MONROE COUNTY, FLORIDA RESOLUTION NO. 172-2019 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ACCEPTING THE PROPOSAL OF PNC BANK, NATIONAL ASSOCIATION TO PROVIDE THE COUNTY WITH A TERM LOAN IN ORDER TO REFINANCE THE AMOUNTS OUTSTANDING UNDER THE COUNTY'S EXISTING LINE OF CREDIT; 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 $35,500,000 IN ORDER TO EVIDENCE SUCH LOAN; AUTHORIZING THE REPAYMENT OF SUCH NOTE FROM A COVENANT TO BUDGET AND APPROPRIATE LEGALLY AVAILABLE NON-AD VALOREM REVENUES; DELEGATING CERTAIN AUTHORITY TO CERTAIN OFFICIALS OF THE COUNTY;AUTHORIZING THE EXECUTION AND DELIVERY OF .OTHER DOCUMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: SECTION 1. FINDINGS AND AUTHORIZATIONS. It is hereby found and determined that: (A) Hurricane Irma caused catastrophic damage throughout Monroe County, Florida (the "County") and the County experienced extraordinary expenditures and costs related to repairs, improvements, protective and security costs and collection, disposal and general clean-up of debris (the "Extraordinary Expenditures"). (B) Due to the then unavailability of sufficient budgeted funds, cash flow issues and anticipated delays in the expected reimbursement of a portion of the Extraordinary Expenditures by federal, state and local government agencies (the "Governmental Reimbursements"),the County entered into a Line of Credit Agreement(the"Line of Credit Agreement") with PNC Bank, National Association (the "Noteholder") and, after the County utilized its funds that were set aside for natural disasters and catastrophic events, the County borrowed funds pursuant to the Line of Credit Agreement to pay for Extraordinary Expenditures. (C) To date, the County has not yet received all of the Governmental Reimbursements which are to be used to pay down the funds borrowed under the Line of Credit Agreement and the County currently has$35,000,000 in aggregate principal amount outstanding under the Line of Credit Agreement(the "Prior Indebtedness"). (D) Pursuant to the terms of the Line of Credit Agreement,the County is required to amortize any amounts that are outstanding under the Line of Credit Agreement as of August 1, 2019, through August 1,2022. (E) The Noteholder has proposed to allow the County to refinance the Prior Indebtedness over a longer amortization period than is contemplated under the Line of Credit Agreement and has offered favorable prepayment terms and other provisions, and the County financial advisor, PFM Financial Advisors LLC (the "Financial Advisor"), has advised the County that market conditions are favorable to refinance the Prior Indebtedness at this time in a cost effective manner; accordingly, it is in the best interests of the County to refinance the Prior Indebtedness through the issuance of a promissory note(as described herein and in the hereinafter defined Loan Agreement, the "Series 2019 Note") to the Noteholder pursuant to the Loan Agreement. (F) The County deems it to be in its best interest to accept the Noteholder's proposal to provide the County with a term loan to refinance the Prior Indebtedness,which proposal is attached hereto as Exhibit A (the "Proposal"), and to enter into a Loan Agreement with the Noteholder(the "Loan Agreement")substantially in the form attached hereto as Exhibit B. (G) The Series 2019 Note and all amounts payable under the Loan Agreement shall be repaid from Non-Ad Valorem Revenues (as defined in the Loan Agreement) budgeted and appropriated in the manner and to the extent set forth in the Loan Agreement and from Governmental Reimbursements and the Noteholder cannot compel the County to use its ad valorem taxing power to pay any of said amounts. (H) Due to the potential volatility of the market for tax-exempt obligations such as the Series 2019 Note, the complexity of the transactions relating to such Series 2019 Note and the Loan Agreement, the limited exposure to the capital markets and the Noteholder's understanding of the credit issues related to the County and the Series 2019 Note,as well as lower issuance costs, it is in the best interest of the County to sell the Series 2019 Note by a negotiated sale to the Noteholder pursuant to the Proposal, the Loan Agreement and the provisions hereof, rather than at a specified advertised date, thereby permitting the County to obtain the best possible price,terms and interest rate for the Series 2019 Note and the Loan Agreement. 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. 2 The words "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms shall refer to this Resolution. Words importing the singular number include the plural number, and vice versa. SECTION 3. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of the Series 2019 Note by the Noteholder, the provisions of this Resolution shall be a part of the contract of the County with the Noteholder, and shall be deemed to be and shall constitute a contract between the County and the Noteholder. The provisions, covenants and agreements herein and in the Loan Agreement to be performed by or on behalf of the County shall be for the benefit,protection and security of the Noteholder. SECTION 5. ACCEPTANCE OF PROPOSAL. The County hereby accepts the Proposal of the Noteholder to provide the County with a term loan in the aggregate principal amount of not exceeding $35,500,000, a copy of which Proposal is attached hereto as Exhibit A. The Mayor and the Clerk are each hereby authorized to execute and deliver the Proposal to the Noteholder,all of the terms and provisions of which are hereby approved and all actions previously taken by the Mayor, the Clerk, the County Administrator and other officials and employees of the County and professionals to the County with respect to the Proposal are hereby ratified and approved. The interest rate on the Series 2019 Note is variable and shall be established from time to time in accordance with the terms of the Proposal and the Loan Agreement. SECTION 6. APPROVAL OF FORM OF LOAN AGREEMENT AND SERIES 2019 NOTE. The County hereby approves a term loan from the Noteholder in the principal amount of not to exceed $35,500,000. The terms and provisions of the Loan Agreement in substantially the form attached hereto as Exhibit B are hereby approved,with such changes, insertions and additions as the Mayor and the Clerk may approve. The County hereby authorizes the Mayor to execute and deliver, and the Clerk to attest and affix the County seal to, the Loan Agreement substantially in the form attached hereto as Exhibit B, with such changes, insertions and additions as the Mayor and the Clerk may approve, their execution thereof being conclusive evidence of such approval. In order to evidence the loan under the Loan Agreement, it is necessary to provide for the execution of the Series 2019 Note. The Mayor and the Clerk are authorized to execute and deliver the Series 2019 Note substantially in the form attached to the Loan Agreement as Exhibit A with such changes, insertion and additions as they may approve, their execution thereof being evidence of such approval. SECTION 7. LIMITED OBLIGATION. The obligation of the County to repay the Series 2019 Note is a limited and special obligation payable from Non-Ad 3 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 2019 Note, all in the manner and to the extent described in the Loan Agreement. The County is authorized to use Governmental Reimbursements to repay the Series 2019 Note to the extent allowable under the terms of such Governmental Reimbursements. SECTION 8. GENERAL AUTHORIZATION. The Mayor,the Clerk,and the County Administrator are authorized to execute and deliver such documents, instruments and contracts, whether or not expressly contemplated hereby, that are necessary or desirable to carry out the transactions contemplated herein, and the County Attorney, Bond Counsel, the Financial Advisor and other employees or agents of the County are hereby authorized and directed to do all acts and things required hereby or thereby as may be necessary for the full, punctual and complete performance of all the terms, covenants, provisions and agreements herein and therein contained, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Resolution. [Remainder of page intentionally left blank] 4 SECTION 9. 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 10. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 17th day of July 2019. Mayor Sylvia Murphy ems_ Mayor Pro Tem Danny Kolhage Yes itv Commissioner Heather Carruthers Yes 1�% v4 :;. Commissioner Michelle Coldiron Yec " Commissioner David Rice Yes 'it„, E BOARD OF COUNTY COMMISSIONERS ND s „<0' OF MONROE COUNTY, FLORIDA es, uw+oe + Attest: Kevin Madok, Clerk 1 By: (7By: / - Deputy Clerk Mayor A V i4r I EL9 ,�j `CO f 1 ' 'ti x ` vov io!L sS 1 artIAORROE COUNTY ATTORNEY ow: ":{-—as oZ O I C( 5 EXHIBIT A PROPOSAL OF PNC BANK, NATIONAL ASSOCIATION [See Tab No. 3] EXHIBIT B FORM OF LOAN AGREEMENT [See Tab No. 2] LOAN AGREEMENT BETWEEN MONROE COUNTY, FLORIDA AND PNC BANK, NATIONAL ASSOCIATION DATED AS OF JULY 31, 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS 3 SECTION 1.02. INTERPRETATION 8 SECTION 1.03. TITLES AND HEADINGS 8 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR SERIES 2019 NOTE SECTION 2.01. REPRESENTATIONS BY THE COUNTY 9 SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE NOTEHOLDER 10 SECTION 2.03. TAX COVENANT 10 SECTION 2.04. SERIES 2019 NOTE SHALL NOT BE INDEBTEDNESS OF THE COUNTY OR STATE 11 SECTION 2.05. COVENANT TO BUDGET AND APPROPRIATE NON-AD VALOREM REVENUES 11 SECTION 2.06. PAYMENT COVENANT 12 SECTION 2.07. ANTI-DILUTION 12 SECTION 2.08. MANDATORY PREPAYMENT FROM GOVERNMENTAL REIMBURSEMENTS 13 ARTICLE III DESCRIPTION OF SERIES 2019 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2019 NOTE. 14 SECTION 3.02. OPTIONAL PREPAYMENT. 15 SECTION 3.03. ADJUSTMENT TO INTEREST RATES 15 SECTION 3.04. TRANSFER AND ASSIGNMENT 16 ARTICLE IV CONDITIONS FOR ISSUANCE OF THE SERIES 2019 NOTE SECTION 4.01. CONDITIONS FOR ISSUANCE 17 i ARTICLE V EVENTS OF DEFAULT; REMEDIES SECTION 5.01. EVENTS OF DEFAULT 18 SECTION 5.02. REMEDIES 18 ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THE AGREEMENT 20 SECTION 6.02. COUNTERPARTS 20 SECTION 6.03. SEVERABILITY 20 SECTION 6.04. TERM OF AGREEMENT 20 SECTION 6.05. NOTICE OF CHANGES IN FACT 20 SECTION 6.06. NOTICES 20 SECTION 6.07. NO THIRD-PARTY BENEFICIARIES 21 SECTION 6.08. APPLICABLE LAW 21 SECTION 6.09. WAIVER OF JURY TRIAL 21 SECTION 6.10. USA PATRIOT ACT COMPLIANCE NOTIFICATION. 21 SECTION 6.11. INCORPORATION BY REFERENCE 22 EXHIBIT A - FORM OF SERIES 2019 NOTE ii This LOAN AGREEMENT (the "Agreement") is made and entered into as of July 31, 2019, by and between MONROE COUNTY, FLORIDA, a political subdivision under the laws of the State of Florida (the "County"), and PNC BANK, NATIONAL ASSOCIATION, a national banking association duly organized and validly existing under the laws of the United States of America and authorized to do business in the State of Florida, and its successors and assigns (the "Noteholder"); WITNESSETH: WHEREAS, Hurricane Irma caused catastrophic damage throughout the County and the County experienced extraordinary expenditures and costs related to repairs, improvements, protective and security costs and collection, disposal and general clean-up of debris (the "Extraordinary Expenditures"); and WHEREAS, due to the then unavailability of sufficient budgeted funds, cash flow issues and anticipated delays in the expected reimbursement of a portion of the Extraordinary Expenditures by federal, state and local government agencies (the "Governmental Reimbursements"), the County entered into a Line of Credit Agreement (the "Line of Credit Agreement") with the Noteholder and, after the County utilized its funds that were set aside for natural disasters and catastrophic events,the County borrowed funds pursuant to the Line of Credit Agreement to pay for Extraordinary Expenditures; and WHEREAS, to date, the County has not yet received all of the Governmental Reimbursements which are to be used to pay down the funds borrowed under the Line of Credit Agreement and the County currently has $15,500,000.00 in aggregate principal amount outstanding under the Line of Credit Agreement (the "Prior Indebtedness"); and WHEREAS, pursuant to the terms of the Line of Credit Agreement, the County is required to amortize any amounts that are outstanding under the Line of Credit Agreement as of August 1, 2019, through August 1, 2022; and WHEREAS,the Noteholder has proposed to allow the County to refinance the Prior Indebtedness over a longer amortization period than is contemplated under the Line of Credit Agreement and has offered favorable prepayment terms and other provisions, and the County financial advisor,Public Financial Management,Inc. (the "Financial Advisor"), has advised the County that market conditions are favorable to refinance the Prior Indebtedness at this time in a cost effective manner; accordingly, it is in the best interests of the County to refinance the Prior Indebtedness through the issuance of a promissory note (as described herein, the "Series 2019 Note") to the Noteholder pursuant to the Loan Agreement hereinafter described; 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 $15,560,000.00 to refinance the Prior Indebtedness and pay costs of issuance. NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: [Remainder of page intentionally left blank] 2 ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS. The terms defined in this Article I shall, for all purposes of this Agreement, have the meanings in this Article I specified, unless the context clearly otherwise requires. "Act" shall mean the Florida Constitution, Chapter 125, Florida Statutes, and other applicable provisions of law. "Ad Valorem Revenues" shall mean all revenues of the County derived from the levy and collection of ad valorem taxes. "Agreement" shall mean this Loan Agreement, dated as of July 31, 2019, between the County and the Noteholder and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Authorized Officer" shall mean the Mayor, the County Administrator, the Clerk, or each of his or her duly authorized designees. "Applicable Index" shall mean One-Month LIBOR so long as One-Month LIBOR is a lawful and available rate index and, if One-Month LIBOR is no longer a lawful or available rate index, such index as is selected by the County and approved by the Noteholder. "Applicable Percentage" shall mean, so long as One-Month LIBOR is a lawful and available rate index, eighty percent (80%), and, if One-Month LIBOR is no longer a lawful or available rate index, such percentage as is selected by the Noteholder and approved by the County. "Applicable Spread" shall mean, so long as One-Month LIBOR is a lawful and available rate index, eighty-six (86) basis points and, if One-Month LIBOR is no longer a lawful and available rate index, such spread as is selected by the Noteholder and approved by the County. "Board" shall mean the Board of County Commissioners of Monroe County, Florida. "Bond Counsel" shall mean Nabors, Giblin&Nickerson, P.A., Tampa, Florida or any other attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. 3 "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. "County Administrator" shall mean the County Administrator of the County or, in his or her absence or unavailability, any Assistant County Administrator or a designee of the County Administrator. "Debt" means at any date (without duplication) all of the following to the extent that they are secured by or payable in whole or in part from any Non-Ad Valorem Revenues (A) all obligations of the County for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (B) all obligations of the County to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (C) all obligations of the County as lessee under capitalized leases; and (D) all indebtedness of other Persons to the extent guaranteed by, or secured by, Non-Ad Valorem Revenues of the County; provided, however, if with respect to any obligation contemplated in (A), (B), or (C) above, the County has covenanted to budget and appropriate sufficient Non-Ad Valorem Revenues to satisfy such obligation in the event that other revenues or funds pledged to secure such obligation are insufficient therefor, and with respect to any obligation contemplated in(D) above, such obligation shall not be considered "Debt" for purposes of this 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. 4 "Default Rate" shall mean the lesser of(A)the Prime Rate plus three percent(3%) per annum or (B) the maximum rate permitted by law. "Determination of Taxability" shall mean the circumstance of interest paid or payable on the Series 2019 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 2019 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 2019 Note is includable in the gross income of the Noteholder, or (C) receipt by the County or the Noteholder of an opinion of a Bond Counsel that any interest on the Series 2019 Note has become includable in the gross income of the Noteholder 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 2019 Note is deemed includable in the gross income of the Noteholder. "Event of Default" shall have the meaning ascribed thereto in Section 5.01 hereof "Extraordinary Expenditures" shall mean the extraordinary expenditures and costs related to repairs, improvements, protective and security costs and collection, disposal and general clean-up of debris resulting from Hurricane Irma. "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. "Governmental Reimbursements" shall mean all moneys received by the County from any federal, state or local government agency for the reimbursement of Extraordinary Expenditures. "Hedge Agreement" shall mean an agreement in writing between the County and a 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 by reference to the amount of interest(which may be at a fixed or variable rate)payable on debt(or a notional amount) specified in such agreement during the period specified in such agreement and (2) the Counterparty agrees to pay to the County an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest(which may be at a fixed or variable rate)payable on debt(or a notional amount) specified in such agreement during the period specified in such agreement. 5 "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 variable rate of interest equal to (the Applicable Percentage of the Applicable Index) plus the Applicable Spread, as the same may be adjusted as described in Section 3.03 hereof. "LIBOR Reserve Percentage" shall mean the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements)with respect to eurocurrency funding (currently referred to as "Eurocurrency liabilities"). "Line of Credit Agreement" shall mean the Line of Credit Agreement dated as February 1, 2018, between the County and the Noteholder. "Maturity Date" shall mean April 1, 2027. "Maximum Annual Debt Service" shall mean the largest aggregate amount of the annual debt service coming due on the Series 2019 Note in any Fiscal Year. "Mayor" shall mean the Mayor of the Board or, in her or his absence or unavailability, the Mayor Pro Tem of the Board or such other person as may be duly authorized to act on either's behalf "Moody's" shall mean Moody's Investors Service, and any successor or assigns thereto. "Non-Ad Valorem Revenues" shall mean all revenues of the County, other than Ad Valorem Revenues, which are legally available to make the payments required herein. "Noteholder" or "Holder" or "holder" or any similar term, when used with reference to a Note, shall mean PNC Bank, National Association, and any successor or assigns thereto. "One-Month LIBOR" shall mean, for each Reset Date, the interest rate per annum determined by the Noteholder by dividing (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by the Noteholder as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (an "Alternate Source"), at approximately 11:00 a.m.,London time,two (2)Business Days prior to such Reset Date, 6 as the one (1) month London interbank offered rate for U.S. Dollars commencing on such Reset Date (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Noteholder at such time(which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. One-Month LIBOR shall never be less than 0.00% for purposes of this Agreement. "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. "Prime Rate" means that index rate of interest which the Noteholder from time to time announces as its prime lending rate, which rate is an index rate for guidance to loan officers and is not necessarily the best or lowest rate charged borrowing customers of the Noteholder, or if such rate is no longer announced, such comparable prime rate as shall be published in the Wall Street Journal. "Prior Indebtedness" shall mean the aggregate principal amount currently outstanding under the Line of Credit Agreement. "Qualified Hedge Agreement" shall mean a Hedge Agreement with respect to which the County has received written notice from at least two of the Rating Agencies that the rating of the Counterparty is not less than "A." "Rating Agencies" shall mean Fitch, Moody's and Standard and Poor's. "Reset Date" shall mean the first day of each calendar month. "Resolution" shall mean Resolution No. 172-2019 adopted by the Board on July 17, 2019, which, among other things, authorized the execution and delivery of this Loan Agreement and the issuance of the Series 2019 Note. "Series 2019 Note" shall mean the Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019, authorized to be issued by the Resolution and more particularly described in Article III hereof. "Standard and Poor's" shall mean S & P Global Ratings, a business of Standard & Poor's Financial Services Inc., and any successors and assigns thereto. "State" shall mean the State of Florida. "Tax Certificate" shall mean the Certificate as to Arbitrage and certain Other Tax Matters to be executed by the County in connection with the issuance of the Series 2019 Note, as such Certificate may be amended from time to time. 7 SECTION 1.02. INTERPRETATION. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. Any capitalized terms used in this Agreement not herein defined shall have the meaning ascribed to such terms in the Resolution. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. SECTION 1.03. TITLES AND HEADINGS. The titles and headings of the articles and sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. [Remainder of page intentionally left blank] 8 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR SERIES 2019 NOTE SECTION 2.01. REPRESENTATIONS BY THE COUNTY. The County represents, warrants and covenants that: (a) The County is a duly organized and validly existing political subdivision under the Florida Constitution and other laws 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 2019 Note in the aggregate principal amount of$15,560,000. (b) The County has complied with all of the provisions of the Constitution and laws of the State, including the Act, and has full power and authority to enter into and consummate all transactions contemplated by this Agreement or under the Series 2019 Note, and to perform all of its obligations hereunder and under the Series 2019 Note, and to the best knowledge of the County, the transactions contemplated hereby do not conflict with the terms of any statute, order, rule, regulation, judgment, decree, agreement, instrument or commitment to which the County is a party or by which the County is bound. (c) The County is duly authorized and entitled to issue the Series 2019 Note and enter into this Agreement and, when executed and delivered, the Series 2019 Note and this Agreement will each constitute a legal, valid and binding obligation of the County enforceable in accordance with its respective terms, subject as to enforceability to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. (d) There are no actions, suits or proceedings pending or, to the best knowledge of the County, threatened against or affecting the County, at law or in equity, or before or by any governmental authority, that, if adversely determined, would materially impair the ability of the County to perform the County's obligations under this Agreement or under the Series 2019 Note. (e) The County will furnish to the Noteholder within 210 days after the close of each Fiscal Year a copy of the annual audited financial statements of the County, prepared by a certified public accountant. The County shall also provide the Noteholder with a copy of the annual budget of the County each year and any material amendments thereto within 30 days of the final adoption of such budget or amendment. With reasonable promptness the County shall provide such other budgets, forecasts, data and other information as may be reasonably requested by the Noteholder from time to time. 9 (f) The financial information concerning the County heretofore delivered to the Noteholder is complete and correct and fairly presents the financial condition of the County for the period(s) referred to and has been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the period(s) involved. There are no liabilities (of the type required to be reflected on balance sheets prepared in accordance with generally accepted accounting principles), direct or indirect, fixed or contingent, of the County as of the date of such financial information which are not reflected therein. There has been no material adverse change in the financial condition or operations of the County since the date of such information (and no such material adverse change is pending or threatened, to the County's knowledge), and the County has not guaranteed the obligations of, or made any investment in or loans to, any Person except as disclosed in such information. SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE NOTEHOLDER. The Noteholder hereby represents, warrants and agrees that it is a national banking corporation duly organized and existing under the laws of the United States of America, 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 articles of incorporation or bylaws. Pursuant to the terms and provisions of this Agreement, the Noteholder agrees to provide a term loan to the County as evidenced hereby and by the Series 2019 Note for the purpose of refinancing the Prior Indebtedness and paying costs relating to the issuance of the Series 2019 Note. SECTION 2.03. TAX COVENANT. (a) In order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the Series 2019 Note, the County shall comply with each requirement of the Code applicable to the Series 2019 Note. In furtherance of the covenant contained in the preceding sentence, the County agrees to continually comply with the provisions of the Tax Certificate, which is incorporated fully by reference herein, as a source of guidance for achieving compliance with the Code. (b) The County shall make any and all rebate payments required to be made to the United States Department of the Treasury in connection with the Series 2019 Note pursuant to Section 148(f) of the Code. (c) So long as necessary in order to maintain the exclusion from gross income of interest on the Series 2019 Note for federal income tax purposes, the covenants contained in this Section shall survive the payment of the Series 2019 Note and the interest thereon, including any payment or defeasance thereof. (d) The County shall not take or permit any action or fail to take any action which would cause the Series 2019 Note to be an "arbitrage bond" within the meaning of Section 148(a) of the Code. 10 SECTION 2.04. SERIES 2019 NOTE SHALL NOT BE INDEBTEDNESS OF THE COUNTY OR STATE. The Series 2019 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 2019 Note or the interest thereon. The Series 2019 Note is a special and limited obligation secured by and payable as to principal and interest from the Non-Ad Valorem Revenues, to the extent and in the manner provided herein. SECTION 2.05. COVENANT TO BUDGET AND APPROPRIATE NON- AD VALOREM REVENUES. The County covenants and agrees to budget and appropriate in its annual budget for each Fiscal Year in which any amounts due hereunder or with respect to the Series 2019 Note remain unpaid or outstanding, by amendment, if necessary, from Non-Ad Valorem Revenues amounts sufficient to pay principal of and interest on the Series 2019 Note and any other amounts payable hereunder,when due. Such covenant and agreement on the part of the County to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the County,the County does not covenant to maintain any services or programs, now provided or maintained by the County, which generate Non-Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Revenues, nor, except as provided in Section 2.07 herein, 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 budget and appropriate Non- Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Series 2019 Note, in the manner described herein, Non-Ad Valorem Revenues and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 129.07, Florida Statutes, which generally provide that the governing body of each county may only make appropriations for each fiscal year which, in any one 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 11 health, safety and welfare of the inhabitants of the County or which are legally mandated t _ by applicable law. SECTION 2.06. PAYMENT COVENANT. The County covenants that it shall duly and punctually pay from the Non-Ad Valorem Revenues in accordance with Section 2.05 hereof, the principal of and interest on the Series 2019 Note at the dates and place and in the manner provided herein and in the Series 2019 Note according to the true intent and meaning thereof and all other amounts due under this Agreement. SECTION 2.07. ANTI-DILUTION. During such time as the Series 2019 Note is outstanding hereunder or any amounts due hereunder or with respect to the Series 2019 Note remain unpaid or outstanding, the County agrees and covenants with the Noteholder that Non-Ad Valorem Revenues shall cover projected Maximum Annual Debt Service on the Series 2019 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 Non-Ad Valorem Revenues for the prior two Fiscal Years based on the County's annual audited financial statements. For purposes of such calculations, Maximum Annual Debt Service on the Series 2019 Note and maximum annual debt service on Debt shall be done on an aggregate basis whereby the annual debt service for each is combined and the overall maximum is determined. For the purposes of the covenants contained in this Section 2.07, 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 twenty-five (25) years on an approximately level annual debt service basis. For purposes of the foregoing sentence, "Balloon Indebtedness"means Debt, twenty-five percent (25%) or more of the original principal of which matures during any one Fiscal Year. In addition, with respect to debt service on any Debt which is subject to a Qualified Hedge Agreement, interest on such Debt during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming due during such period of time. With respect to debt service on any Debt with respect to which the County elects to receive or is otherwise entitled to receive direct subsidy payments from the United States Department of Treasury, when determining the interest on such Debt for any particular interest payment date the amount of the 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, but only to the extent that the County reasonably believes that it will be in receipt of such subsidy payment on or prior to such interest payment date. 12 SECTION 2.08. MANDATORY PREPAYMENT FROM GOVERNMENTAL REIMBURSEMENTS. To the extent the County receives any Governmental Reimbursements for any Extraordinary Expenditures financed or refinanced with proceeds of the Series 2019 Note, the County shall apply such Governmental Reimbursements to prepay principal of the Series 2019 Note within forty-five (45) days of its receipt of such Governmental Reimbursements and shall provide notice of any such mandatory prepayment in accordance with the provisions of Section 3.02 hereof. [Remainder of page intentionally left blank] 13 ARTICLE III DESCRIPTION OF SERIES 2019 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2019 NOTE. (a) The County hereby authorizes the issuance and delivery of the Series 2019 Note to the Noteholder which Series 2019 Note shall be in an amount equal to FIFTEEN MILLION FIVE HUNDRED SIXTY THOUSAND AND 00/100 DOLLARS ($15,560,000.00) and shall be designated as the "Monroe County,Florida Special Obligation Refunding Revenue Note, Series 2019." The text of the Series 2019 Note shall be substantially in the form attached hereto as Exhibit A, with such omissions, insertions and variations as may be necessary and desirable to reflect the particular terms of the Series 2019 Note. The provisions of the form of the Series 2019 Note are hereby incorporated in this Agreement. (b) The Series 2019 Note shall be dated the date of its delivery. The Series 2019 Note shall be executed in the name of the County by the manual signature of the Mayor and the official seal of the County shall be affixed thereto and attested by the manual signature of the Clerk. In case any one or more of the officers, who shall have signed or sealed the Series 2019 Note, shall cease to be such officer of the County before the Series 2019 Note so signed and sealed shall have been actually delivered, such Series 2019 —,, Note may nevertheless be delivered as herein provided and may be issued as if the person who signed or sealed such Series 2019 Note had not ceased to hold such office. (c) The Series 2019 Note shall bear interest from its date of issuance at the Interest Rate(calculated on a 30/360 day count basis) as the same may be adjusted pursuant to Section 3.03 hereof The Interest Rate shall be adjusted as of each Reset Date to reflect changes in the Applicable Index or the Prime Rate, as the case may be. Interest on the Series 2019 Note shall be payable semi-annually on October 1 and April 1 of each year (each an "Interest Payment Date"), commencing October 1, 2019, so long as any amount under the Series 2019 Note remains outstanding. Principal of the Series 2019 Note shall be payable annually on April 1 of each year (each a "Principal Payment Date"), commencing April 1, 2020, through and including the Maturity Date. The aggregate annual principal payments shall be set forth in the Series 2019 Note. The Clerk is authorized to establish the final principal payment schedule with the assistance of the County's Financial Advisor and the agreement of the Noteholder. (d) The Series 2019 Note shall be payable as to principal and interest in immediately available funds or by delivering to the Noteholder no later than the applicable payment date a check or draft of the County or in such other manner as is agreed to between the County and the Noteholder, to the Noteholder in whose name the Series 2019 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; provided, that the 14 Noteholder shall be required to provide evidence that such Series 2019 Note has been fully paid and cancelled. After all amounts have been paid hereunder, the Noteholder shall surrender the Series 2019 Note to the County. Principal of and interest on the Series 2019 Note 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 County shall maintain books and records with respect to the identity of the Noteholders, including a complete and accurate record of all assignments of this Agreement and the Series 2019 Note as provided in Section 3.04 hereof. (e) Except as otherwise provided herein, the Noteholder shall pay for all of its costs relating to servicing the Series 2019 Note. The County shall pay the fees of the Noteholder's legal counsel in the amount of$11,500.00. SECTION 3.02. OPTIONAL PREPAYMENT. The County may prepay the Series 2019 Note in whole or in part on any Reset Date by paying to the Noteholder the principal amount of the Series 2019 Note to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, without any prepayment premium or penalty. Each prepayment of the Series 2019 Note shall be made on such Reset Date and in such principal amount as shall be specified by the County in a notice delivered to the Noteholder not less than five (5) Business Days prior thereto specifying the principal amount of the Series 2019 Note to be prepaid and the date of such prepayment. Notice having been given as aforesaid, the principal amount of the Series 2019 Note stated in such notice, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid. If on the prepayment date moneys for the payment of the Series 2019 Note or portion thereof to be prepaid, together with interest to the prepayment date on such amount, shall have been paid to the Noteholder as above provided, then from and after the prepayment date interest on such portion of the Series 2019 Note shall cease to accrue. If said moneys shall not have been so paid on the prepayment date, such principal amount of the Series 2019 Note or portion thereof shall continue to bear interest until payment thereof at the rate or rates provided for in this Agreement. In the absence of any mutual agreement between the Noteholder and the County, prepayments in part shall be applied in inverse order of scheduled principal payments. SECTION 3.03. ADJUSTMENT TO INTEREST RATES. (a) In the event of a Determination of Taxability,the Interest Rate on the Series 2019 Note shall be adjusted (the "Adjusted Rate") in such manner as shall be determined by the Noteholder, absent manifest error, as shall be necessary to provide to the Noteholder an after-tax yield on the then outstanding principal amount of the Series 2019 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 15 of Taxability and in no event later than thirty (30) days after such Determination of Taxability,the County agrees to pay the Additional Amount to the Noteholder. "Additional Amount" means (i) the difference between (A) interest on the Series 2019 Note for the period commencing on the earliest date on which the interest on the Series 2019 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 2019 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(B)the aggregate amount of interest paid on the Series 2019 Note during the Prior Taxable Period at the Interest Rate applicable to the Series 2019 Note prior to the adjustment to the Adjusted Rate, plus (ii) any penalties, fines, fees, costs and interest paid or payable by the Noteholder to the Internal Revenue Service by reason of such Determination of Taxability. The Adjusted Rate will increase or decrease on each Reset Date as One-Month LIBOR changes, as provided herein. (b) Upon the occurrence and continuance of an Event of Default pursuant to Section 5.01 hereof and notwithstanding anything herein to the contrary, the Noteholder may adjust the Interest Rate to the Default Rate which shall be effective until such Event of Default has been cured. SECTION 3.04. TRANSFER AND ASSIGNMENT. The Noteholder's right, title and interest in and to the Series 2019 Note and any amounts payable by the County thereunder may be assigned and reassigned in whole only by the Noteholder, without the necessity of obtaining the consent of the County; provided, that any such assignment, transfer or conveyance shall be made only to (a)an affiliate of the Noteholder or(b) a bank, insurance company or their affiliate, provided that any such entity is purchasing the Series 2019 Note for its own account with no present intention to resell or distribute the Series 2019 Note, subject to each investor's right at any time to dispose of the Series 2019 Note as it determines to be in its best interests. Unless to an affiliate controlling, controlled by or under common control with the Noteholder, no assignment, transfer or conveyance permitted by this Section 3.04 shall be effective until the County shall have received a written notice of assignment that discloses the name and address of each such assignee. If the Noteholder notifies the County of its intent to assign and sell its right, title and interest in and to the Series 2019 Note as herein provided, the County agrees that, if so requested, it shall execute and deliver to the assignee Noteholder, a Series 2019 Note in the principal amount so assigned, registered in the name of the assignee Noteholder, executed and delivered by the County in the same manner as provided herein and with an appendix attached thereto setting forth the amounts to be paid on each Principal Payment Date with respect to such Series 2019 Note. Nothing contained in this Section 3.04 shall be interpreted to prohibit the Noteholder from selling participations in the Series 2019 Note to any investors meeting the conditions set forth in the immediately preceding paragraph. 16 ARTICLE IV CONDITIONS FOR ISSUANCE OF THE SERIES 2019 NOTE SECTION 4.01. CONDITIONS FOR ISSUANCE. In connection with the issuance of the Series 2019 Note, the Noteholder shall not be obligated to purchase the Series 2019 Note pursuant to this Agreement unless at or prior to the issuance thereof the County delivers to the Noteholder the following items in form and substance acceptable to the Noteholder: (a) A fully executed Tax Certificate; (b) A copy of a completed and executed Form 8038-G to be filed with the Internal Revenue Service; (c) An opinion of Bond Counsel addressed to the Noteholder (or addressed to the County with a reliance letter addressed to the Noteholder) in form and substance to the effect that (A) this Agreement and the Series 2019 Note have been duly authorized, executed and delivered by the County and each is an enforceable obligation against the County in accordance with the terms of each instrument (enforceability of which may be subject to standard bankruptcy exceptions and the like), (B) interest on the Series 2019 Note shall be excludable from gross income for federal income tax purposes and not be treated as a an item of tax preference for purposes of computing the alternative minimum tax imposed by the Code, and (C) such other matters as are reasonably requested by the Noteholder; (d) An opinion of the County Attorney in form and substance acceptable to the Noteholder and Bond Counsel; (e) A certificate of the County certifying compliance with Section 2.07 hereof, including mathematical computations in support thereof; and (f) Such additional certificates, instruments and other documents as the Noteholder, Bond Counsel, or the County Attorney may deem necessary or appropriate. [Remainder of page intentionally left blank] 17 ARTICLE V EVENTS OF DEFAULT; REMEDIES SECTION 5.01. EVENTS OF DEFAULT. An "Event of Default" shall be deemed to have occurred under this Agreement if: (a) The County shall fail to make timely payment of principal or interest when due with respect to the Series 2019 Note; (b) Any representation or warranty of the County contained in Article II of this Agreement or any certificate provided to the Noteholder in connection with the transactions contemplated hereunder shall prove to be untrue in any material respect when made; (c) Any covenant of the County contained in this Agreement shall be breached or violated for a period of thirty (30) days after the County receives notice from the Noteholder of such breach or violation, unless the Noteholder shall agree in writing, in its sole discretion, to an extension of such time prior to its expiration; (d) There shall occur the dissolution or liquidation of the County, or the filing by the County of a voluntary petition in bankruptcy, or the commission by the County of any act of bankruptcy, or adjudication of the County as a bankrupt, or assignment by the County for the benefit of its creditors, or appointment of a receiver for the County, or the entry by the County into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the County in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter amended; (e) This Agreement is determined to be unenforceable by a competent court of law; or (f) The County defaults on any other Debt or any other Debt is accelerated as a remedy in the event of a default thereunder. SECTION 5.02. REMEDIES. If any event of default shall have occurred and be continuing, the Noteholder or any trustee or receiver acting for the Noteholder may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the Laws of the State of Florida, or granted and contained in this Agreement, and may enforce and compel the performance of all duties required by this Agreement or by any applicable statutes to be performed by the County or by any officer thereof, including, but not limited to, specific performance. No remedy herein conferred upon or reserved to the Noteholder is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be 18 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 have the right to declare the Series 2019 Note immediately due and payable. Upon the occurrence and continuance of an Event of Default pursuant to Section 5.01 hereof, the Noteholder may adjust the Interest Rate to the Default Rate which shall be effective until such Event of Default has been cured. If an Event of Default occurs, the County shall also be obligated to pay as part of the indebtedness evidenced by the Series 2019 Note, all costs of collection and enforcement hereof, including such reasonable attorneys' fees as may be incurred by any Noteholder, including on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist. [Remainder of page intentionally left blank] 19 7—, ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THE AGREEMENT. This Agreement shall not be amended, changed or modified without the prior written consent of the Noteholder and the County, it being understood that the fees and expenses of the Noteholder relating to any amendments which are requested by the County shall be borne by the County. SECTION 6.02. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. SECTION 6.03. SEVERABILITY. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such provisions or sections shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. SECTION 6.04. 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 2019 Note is outstanding. SECTION 6.05. NOTICE OF CHANGES IN FACT. Within 10 days of becoming aware of the same, the County will notify the Noteholder of(a) any change in any material fact or circumstance represented or warranted by the County in this Agreement or in connection with the issuance of the Series 2019 Note, and (b) any default or event which, with notice or lapse of time or both, could become a default under the Agreement, specifying in each case the nature thereof and what action the County has taken, is taking and/or proposed to take with respect thereto. SECTION 6.06. 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, PNC Bank, National Association, 16740 San Carlos Boulevard, Fort Myers, Florida 33908, 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. 20 SECTION 6.07. NO THIRD-PARTY BENEFICIARIES. This Agreement is for the benefit of the County and the Noteholder and their respective successors and assigns, and there shall be no third-party beneficiary with respect thereto. SECTION 6.08. APPLICABLE LAW. The substantive laws of the State of Florida shall govern this Agreement. The County submits to the jurisdiction of Florida courts and federal courts and agrees that venue for any suit concerning this Agreement shall be in Monroe County, Florida and the Southern District of Florida. SECTION 6.09. 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. SECTION 6.10. USA PATRIOT ACT COMPLIANCE NOTIFICATION. The Noteholder hereby notifies the County that pursuant to the provisions of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the County. The County will provide the Noteholder with all documentation and other information the Noteholder requests in order to comply with its ongoing obligations under applicable "know your customer" and anti-money laundering regulations, including the USA PATRIOT Act. [Remainder of page intentionally left blank] • 21 �� SECTION 6.11. 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 2019 Note. -A. 4 MONROE C UNTY, FLORIDA Nye,tVz-;:c-fg. .a.--A t ,:- : .. 4 14 ATTEST: Kevin Madok, Clerk a © co rt By: '' Deputy Cl rk , ,c-: 7.0 _ ;. rn APPROVED AS TO FORM AND _1 ca.. : LEGAL SUFFICIENCY: By: C f gityd Coun. Attorney's Office PNC BANK, NATIONAL ASSOCIATION By: Aid.7k----- . Name: Nick Ayotte Title: Vice President, Public Finance 22 EXHIBIT A UNITED STATES OF AMERICA STATE OF FLORIDA MONROE COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE, SERIES 2019 Interest Rate Date of Issuance Final Maturity Date Variable July 31, 2019 April 1, 2027 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 order of PNC Bank, National Association, or its successors or assigns (the "Noteholder"), the principal sum of FIFTEEN MILLION FIVE HUNDRED SIXTY THOUSAND AND 00/100 DOLLARS ($15,560,000.00) pursuant to that certain Loan Agreement by and between the Noteholder and the County, dated as of July 31, 2019 (the "Agreement"), and to pay interest on such outstanding principal amount hereof from the Date of Issuance set forth above, or from the most recent date to which interest has been paid, at the Interest Rate per annum(calculated on a 30/360 day count basis) identified above (subject to adjustment as provided in the Agreement) on October 1 and April 1 of each year, commencing on October 1, 2019, so long as any amount under this Note remains outstanding. Principal of this Note shall be payable on April 1 of each year, commencing on April 1, 2020, through and including the Maturity Date identified above. The principal payment schedule for this Note is set forth in definitive form on Appendix I attached hereto. The principal and interest on this Note is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. This Note is issued under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including, particularly, Chapter 125, Florida Statutes, and other applicable provisions of law, and Resolution No. 172-2019 duly adopted by the Board of County Commissioners of the County on July 17, 2019 (the "Resolution"), as such Resolution may be amended and supplemented from time to time, and is subject to all terms and conditions of the Resolution and the Agreement. Any capitalized term used in this Note and not otherwise defined shall have the meaning ascribed to such term in the Agreement. This Note is being issued to refinance the Prior Indebtedness (as defined in the Agreement). This Note is payable from the County's covenant to budget and appropriate A-1 legally available 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 on a 30/360 day count basis. Such Interest Rate is subject to adjustment as provided in 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 2019 Note upon any such adjustment. Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received)exceed the maximum rate of interest allowed under the State.of Florida as presently in effect. All payments made by the County hereon shall apply first to fees, costs, late charges and accrued interest, and then to the principal amount then due on this Note. The County shall or may, as the case may be, prepay this Note as provided in Sections 2.08 and 3.02 of the Agreement. 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 • 1 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. 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 the manner set forth in Section 3.04 of the Agreement. [Remainder of page intentionally left blank] A-2 IN WITNESS WHEREOF, the County caused this Note to be signed by the manual signature of the Mayor and the seal of the County to be affixed hereto or imprinted or reproduced hereon, and attested by the manual signature of the Clerk or his designee, and this Note to be dated the Date of Issuance set forth above. MONROE COUNTY, FLORIDA (SEAL) By: Mayor ATTEST: Kevin Madok, Clerk Deputy Clerk Approved as to Form and Legal Sufficiency: County Attorney's Office A-3 Appendix I Principal Repayment Schedule for the MONROE COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE, SERIES 2019 Principal Payment Date (April 1) Principal 2020 $ 575,000 2021 455,000 2022 470,000 2023 480,000 2024 490,000 2025 505,000 2026 515,000 2027 12,070,000 This Summary of Terms and Conditions is not a commitment or an offer to lend and does not create any obligation on the part of the Bank. The Bank will not be deemed to extend any commitment to the Borrower unless and until a formal commitment letter is issued. This outline is only a brief description of the principal terms of the suggested loan and is intended for discussion purposes only. MONROE COUNTY, FLORIDA SUMMARY OF TERMS AND CONDITIONS June 25,2019 Borrower Monroe County, Florida ("County"or the"Borrower") Bank PNC Bank, National Association (the"Bank") Amount Subject to credit approval and documentation, PNC proposes to provide: Credit Facility: A Tax-Exempt(NBQ) Floating Rate Bank Loan for up to$35,000,000(the"Loan" or"Credit Facility") Purpose The proceeds of the Credit Facility will used to restructure the outstanding Series 2018 Line of Credit originally used to provide funding for costs of repairs and improvements, including debris pickup, related to Hurricane Irma, and to pay the costs of issuance related to the Line. This offering is for a private placement on the Bank's balance sheet(no CUSIP number). Collateral The payment of the principal and interest shall be secured by a CB&A from the County's legally available Non-Ad Valorem Revenues. Such covenants and agreement plus an Anti-Dilution Test which will be the same as per the County's other CB&A debt at 1.20 times while this Credit Facility remains outstanding. • Amortization, Interest& Maturity NBQ Tax-Exempt Floating Rate Bank Loan: Principal payments will assume a 25-year amortization and will be repaid annually every April 1 with the first principal payment due on April 1, 2020. Semi-annual interest payments, every April 1 and October 1, commencing on October 1, 2019 (30/360). The Maturity Date will be eight (8) years from the Closing Date at which time all outstanding principal and accrued interest is due and payable in full. Monroe County, Florida-$35,000,000 Tax Exempt(NBQ) Floating Rate Bank Loan Summary of Terms and Conditions Variable Interest Rates(30/360) Tax-Exempt NBQ: (80%x 1 Month Libor)+86 basis points Libor Floor Libor will have a floor rate of 0.00% Alternative Indices While the Credit Facility remains outstanding and Libor is deemed unlawful and/or inapplicable, the County has the option to choose either an index that replaces Libor plus a credit spread or SIFMA plus a credit spread that is mutually agreed upon between the County and the Bank. Yield Protection If an event of taxability occurs due to action (or inaction) caused by the Borrower, the interest rate charged on the outstanding principal balance of the Loan shall, effective as of and after the date of the occurrence of such event of taxability, be increased to, calculated and recalculated at the taxable equivalent rate from the date of the determination of taxability. Default Rate Prime+3.00% or maximum allowable by law, whichever is less. Prepayment Prepayment at any time and without penalty. The County must give the Bank written prepayment notice no less than five(5)business days prior to a repayment and the Prepayment must be made on a 1-Month Libor reset date. Covenants Affirmative and negative covenants will be specified by the Bank for inclusion in the Credit Facility Agreement including but not limited to those listed in the County's existing CB&A debt. The County covenants that it will use the proceeds from federal, state, county or municipal grants moneys, receipt or reimbursements received by the County relative to the clean-up,collection and disposal of debris as well as other extraordinary expenses caused by the 2017 hurricanes to pay down the Credit Facility within 45 days upon its receipt of such funds. Expenses All expenses incurred by the Bank shall be paid by the Borrower. These include, but are not limited to, fees and expenses of legal counsel (inside and outside) and any other expenses in connection with documenting, closing, monitoring or enforcing the Credit Facility and shall be payable at closing or otherwise on demand. Payment by Borrower of expenses described above shall not be contingent upon the closing of the Credit Facility. Legal fees will be for the account of the Borrower after documentation of the transaction has started. If the County Attorney is comfortable, Mr. Duane Draper of Bryant Miller Olive P.A. will again serve as bank counsel and review-only fees for the Credit Facility will be no greater than$11,500. Monroe County, Florida-$35,000,000 Tax Exempt(NBQ) Floating Rate Bank Loan Summary of Terms and Conditions Representations And Warranties The Borrower shall make representations and warranties standard for this type of transaction, in form and substance satisfactory to the Bank. Conditions Precedent Including, but not limited to, the following all of which shall be in form and substance satisfactory to the Bank: 1) All documentation relating to the Credit Facility in form and substance satisfactory to the Bank. 2) Satisfactory review of other agreements relating to the Credit Facility. 3) Evidence that Borrower is authorized to enter into this transaction. 4) No material adverse change in the condition, financial or otherwise, operations, properties, assets or prospects of the Borrower. 5) No material threatened or pending litigation against the Borrower or additional material contingent obligations of the Borrower. 6) Delivery of initial opinions of counsel will be required. 7) Payment of all legal fees. 8) The County must provide the Bank with mathematical demonstration of the Anti-Dilution Test. Reporting Requirements Annual audited financial statements for the borrower within 210 days of the Borrower's fiscal year end. Budgets, forecasts and other items as may be reasonably requested by the Bank which are prepared by the Borrower and submitted to the Bank no later than the first day of each Fiscal Year. Events of Default 1) Payment default. 2) Breach of Representations or Warranties. 3) Violation of covenant(s). 4) Bankruptcy, insolvency. 5) Any Default with any other NAV Revenue indebtedness or any condition which results in the acceleration of other indebtedness of the Borrower. ( 6) Loan documents unenforceable. Monroe County, Florida-$35,000,000 Tax Exempt(NBQ) Floating Rate Bank Loan Summary of Terms and Conditions 7) Adverse judgments. 8) Change of control. 9) Cessation of business. 10) Default under governing bond documents. Other Events of Default as appropriate. The Borrower shall notify the Bank within 10 days of its knowledge of an Event of Default. Documentation Resolution and other loan documents in form and substance satisfactory to the Bank must be executed and delivered containing representations, warranties, covenants, indemnities, conditions to lending, events of default and other provisions as are appropriate in the Bank's opinion and specified by the Bank. Governing Law State of Florida. Consent to Florida Jurisdiction. Waiver of jury trial. Indemnification Standard indemnification of the Bank by the Borrower will apply. Underwriting Should PNC be appointed the winner of this RFP, the Bank requires a minimum of 2 weeks for the formal underwriting process from the appointed date. Expiration This proposal expires August 1, 2019 and the Credit Facility must close no later than this date unless otherwise extended by the Bank in writing. $ £ r PN C BANK 7/25/2019 MONROE COUNTY FLORIDA 1100 SIMONTON ST KEY WEST FL 33040-3110 RE: Pay off of Loan Nos.: 607804803 /0010896211 To Whom It May Concern: You have informed us that you desire to repay the Loans, in full, on that date set forth on Exhibit "A"attached hereto and made a part hereof(the"Payoff Date"). This letter shall constitute our statement of the amount required in order for you to pay the Loans in full on the Payoff Date(assuming no change in the principal balance of the Loans from the date of this letter).This letter replaces and supersedes any and all prior payoff letters, if any, issued for the Loans,which prior letters are hereby canceled and terminated. As of the Payoff Date, you shall owe the amounts set forth on Exhibit "A" with respect to the Loans(the"Payoff Sum"). In addition,for each day after the Payoff Date,additional interest shall accrue and be payable in the per diem amount set forth on Exhibit"A"until the Loans are paid in full, subject to changes in our Prime Rate or other applicable rate index, if any,prior to our receipt of the Payoff Sum. The Payoff Sum must be received, in immediately available funds, by [5:00 P.M.] (Eastern time)on the Payoff Date in order for you to avoid an additional day's interest. We reserve the right to revise and notify you of any change in the Payoff Sum due to unforeseen circumstances, calculation errors, or amounts payable by you which are not included in the Payoff Sum or otherwise. Payment of the Loans should be made by wire transfer to PNC Bank,National Association,via the instructions set forth on Exhibit"A"or in other immediately available funds delivered to the undersigned on behalf of PNC Bank. Subject to the terms hereof, upon payment in full in immediately available funds, any and all commitments by us to lend to you shall be terminated, and all of your obligations under the documents evidencing the Loans shall be satisfied,terminated and released,except for such provisions which expressly survive such termination. As soon as practicable after receipt of the Payoff Sum, at your request,we shall: (i)deliver to you or such other person as you may designate (the "Borrower's Designee"), in accordance with applicable law and with your written instructions provided to us, such mortgage and/or deed of trust satisfactions and other releases and such Uniform Commercial Code certifications or authorizations as may be reasonably required to enable you or the Borrower's Designee to terminate or release our interest in any collateral,so long as such collateral does not also serve as collateral for other obligations owed to us (including without limitation, any interest rate swap termination costs or foreign exchange exposure, whether or not such transactions have been terminated or finalized), and (ii)cause any stock certificates and other instruments which represent collateral released hereunder to be delivered to you or the Borrower's Designee. Unless Form 23A-Multistate Rev.1/02 Page 2 of 4 otherwise instructed by you or the Borrower's Designee, in writing,we shall deliver such stock certificates and other instruments via a nationally-recognized overnight courier. We shall have no liability to you for the termination,release or assignment of any financing statement,mortgage or deed of trust or for the return of any possessory collateral,if we shall have complied with written instructions from you or the Borrower's Designee. If you wish to continue to use treasury management and other deposit account services with us after the Payoff Date,we reserve the right to revise(i)the fees relating thereto and(ii)the availability schedules for such services as permitted under Regulation CC. Please contact your PNC treasury management representative or the undersigned for further information. If you wish to have letters of credit, bankers' acceptances, trade acceptances or other instruments continue to be outstanding after the Payoff Date, you must contact the undersigned to arrange for cash collateral to be posted by you and/or indemnity agreements to be delivered to us by you and your new lender(if applicable)or make other arrangements acceptable to us for these services to continue. Further,pursuant to the USA Patriot Act and related laws,PNC is required to establish policies and procedures to ensure compliance with anti-money laundering laws of the United States and to otherwise detect and report suspicious transactions.These procedures apply to the repayment of loans,which involves the transfer of substantial sums of money. Please be assured that PNC's application of these procedures to this transaction is not intended to suggest or imply that you or any of your funding sources is in violation of any law, but is rather an impartial part of PNC's ongoing regulatory compliance program. Separately, you may be required to identify each entity which is providing replacement funding to allow us to complete our required due diligence. Very truly yours, PNC BANK,NATIONAL ASSOCIATION NICHOLAS AYOTTE 239-437-3736 Form 23A-Multistate Rev.1/02 Page 3 of 4 EXHIBIT "A"—PAYOFF INFORMATION AS OF 7/31/2019 Loan Obligation No. 607804803/0010896211 Principal Balance $15,500,000.00 Unpaid Interest $490,366.16 Prepayment Fee n/a Subtotal $15,990,366.16 Per Diem Amount: $1,201.24 Costs and Expenses Unused Fee $0.00 Legal Fee $0.00 Release Fee $0.00 Satisfaction Fee $0.00 Subtotal $0.00 TOTAL PAYOFF AMOUNT $15,990,366.16 Form 23A-Multistate Rev.1/02 Page 4 of 4 Payment of the Loan should be made by wire transfer to PNC Bank,National Association,via the following instructions: PNC Bank,National Association Pittsburgh, PA ABA 043-000-096 BNF: Commercial Loans Acct# 130760016803 Ref: MONROE COUNTY FLORIDA 607804803 /0010896211 or in other immediately available funds delivered to: PNC Bank,NA One Financial Parkway Kalamazoo, MI 49009 Mailstop: Z1-YB42-01-2 Form 23A-Multistate Rev.1/02 5 PNC BANK, NATIONAL ASSOCIATION DISCLOSURE LETTER AND TRUTH-IN-BONDING STATEMENT July 31, 2019 Board of County Commissioners of Monroe County, Florida Key West, Florida Re: $15,560,000 Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 Ladies and Gentlemen: In connection with the purchase of the $15,560,000 Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 (the "Series 2019 Note") authorized to be issued by Resolution No. 172-2019 adopted by the Board of County Commissioners of Monroe County, Florida (the "Issuer") on July 17, 2019 (the "Resolution") and issued pursuant to the Loan Agreement (the "Agreement") dated as of July 31, 2019, between the Issuer and the undersigned purchaser of the Series 2019 Note (the "Original Purchaser"), the Original Purchaser hereby acknowledges and represents that (1) the Original Purchaser is familiar with the Issuer as it relates to the above transaction; (2)the Original Purchaser has been furnished certain business and financial information about the Issuer; (3)the Issuer has made available to the Original Purchaser the opportunity to obtain additional information and to evaluate the merits and risks of an investment in the Series 2019 Note; and (4) the Original Purchaser has had the opportunity to ask questions of and receive answers from representatives of the Issuer concerning the terms and conditions of the offering and the information supplied to the Original Purchaser. The Original Purchaser acknowledges and represents that it has been advised that the Series 2019 Note has not been registered under the Securities Act of 1933, as amended, in reliance upon the exemption contained in Section 3(a)(2)thereof, and that the Issuer is not presently registered under Section 12 of the Securities and Exchange Act of 1934, as amended. The Original Purchaser, therefore, realizes that if and when the Original Purchaser wishes to resell the Series 2019 Note,there may not be available current business and financial information about the Issuer. Further, no trading market now exists for the Series 2019 Note. Accordingly, the Original Purchaser understands that it may need to bear the risks of this investment for an indefinite time, since any sale prior to the maturity of the Series 2019 Note may not be possible or may be at a price below that which the Original Purchaser is paying for the Series 2019 Note. It is understood that the Original Purchaser is relying upon the accuracy, completeness and truth of any statements made or information provided by the Issuer concerning any of the material facts relating to this transaction, including information Board of County Commissioners of Monroe County, Florida July 31, 2019 Page 2 regarding the business and financial condition of the Issuer. The Original Purchaser has conducted its own investigation to the extent it deemed necessary. The Original Purchaser has been offered an opportunity to have made available to it any and all such information it might request from the Issuer. On this basis, it is agreed by acknowledgment of this letter that the Original Purchaser hereto is not relying on any other party or person to undertake the furnishing or verification of information relating to this transaction other than the Issuer. The Original Purchaser acknowledges that the Series 2019 Note is being purchased as part of a private placement of the Series 2019 Note negotiated directly between the Issuer and representatives of the undersigned. Accordingly, no Official Statement or other disclosure document has been prepared in connection with the issuance of the Series 2019 Note and we hereby acknowledge that we have made our own independent examination of all facts and circumstances surrounding the Series 2019 Note and the financing and that no reliance has been placed on anyone other than the Issuer. The Original Purchaser is purchasing the Series 2019 Note for its loan portfolio and not with any present intent to distribute or resell the Series 2019 Note. The Original Purchaser hereby covenants that if the Original Purchaser subsequently decides to distribute or resell the Series 2019 Note, it shall comply in all respects with all securities laws then applicable with respect to any such distribution or resale. The Original Purchaser further acknowledges and represents that(1)it is the only initial purchaser of the Series 2019 Note, (2) it has such knowledge and experience in fmancial and business matters that it is capable of evaluating the merits and risks of the Series 2019 Note, and (3) it is not purchasing the Series 2019 Note for more than one account or with a view to distributing the Series 2019 Note. The Original Purchaser acknowledges that the representations contained in this paragraph are being made in order to meet one of the exceptions to the continuing disclosure requirements set forth in Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. We understand that the Series 2019 Note is not a municipal security and that no filing will be made with respect to the Series 2019 Note with EMMA, the Municipal Securities Rulemaking Board's continuing disclosure site. We further acknowledge that there will be no CUSIPs or credit ratings obtained on the Series 2019 Note. Pursuant to the provisions of Section 218.385, Florida Statutes, the Original Purchaser is providing the following information with respect to the purchase of the Series 2019 Note. The Original Purchaser represents to you as follows: (a) The nature and estimated amounts of expenses to be incurred by the Original Purchaser in connection with the issuance and sale of the Series 2019 Note are: $11,500.00 of fees and expenses of counsel to the Original Purchaser(Bryant Miller Olive P.A.)to be paid by the Issuer. Board of County Commissioners of Monroe County, Florida July 31, 2019 Page 3 (b) There are no "finders," as defined in Section 218.386, Florida Statutes, as amended, in connection with the issuance of the Series 2019 Note. (c) No underwriting fee will be paid to the Original Purchaser by the Issuer. (d) No management fee will be charged by the Original Purchaser in connection with the issuance of the Series 2019 Note. (e) No other fee, bonus or other compensation will be paid by the Original Purchaser in connection with the issuance of the Series 2019 Note to any person not regularly employed or retained by the Original Purchaser (including a "finder" as defined in Section 218.386, Florida Statutes). (f) The name and address of the Original Purchaser is: PNC Bank, National Association 16740 San Carlos Boulevard Fort Myers, Florida 33908 (g) The Issuer is proposing to issue the Series 2019 Note for the principal purpose of refinancing amounts outstanding under the Issuer's existing line of credit with the Original Purchaser, as described in the Resolution and the Agreement. The Series 2019 Note is expected to be repaid over approximately 7.75 years. At an assumed interest rate on the Series 2019 Note of 2.673%, total interest paid over the life of the Series 2019 Note will be $2,815,111.62. The expected source of repayment for the Series 2019 Note is Non-Ad Valorem Revenues (as defined in the Agreement)budgeted and appropriated by the Issuer in the manner and to the extent provided in the Agreement and reimbursements from various governmental entities. Assuming the interest rate above,the Series 2017 Note will result in $2,395,885.62 (average annual debt service) of such repayment sources of the County being expended to pay debt service on the Series 2019 Note each year and not being available to pay for other services or purposes of the County. Very truly yours, PNC BANK, NATIONAL ASSOCIATION By: /jjs4j; _.. Name: Nick Ay Title: Vice President 6 INCUMBENCY CERTIFICATE I, Pamela J. Radloff, Deputy Clerk of the Circuit Court of Monroe County, Florida and Ex-Officio Deputy Clerk of the Board of County Commissioners of Monroe County, Florida, DO HEREBY CERTIFY as follows: 1. The following are now, and have continuously been since the dates of beginning of their respective current terms shown below, the duly elected, qualified and acting members of the Board of County Commissioners of Monroe County, Florida, and the dates of the beginning and ending of their respective current terms are hereunder correctly designated opposite their names: Beginning Date Ending Date Member of Current Term of Current Term Sylvia Murphy, Mayor November 2016 November 2020 Danny Kolhage, Mayor Pro Tern November 2016 November 2020 Heather Carruthers November 2016 November 2020 Michelle Coldiron November 2018 November 2022 David Rice November 2018 November 2022 3. The following are now, and have continuously been since the dates of beginning of their respective current terms of office shown below, the duly appointed or elected (as the case may be), qualified and acting officers of the County and the dates of the beginning and ending of their respective current terms of office are hereunder correctly designated opposite their names: Beginning Date Ending Date Office Name of Current Term of Current Term Mayor Sylvia Murphy November 2018 November 2019 Clerk Kevin Madok January 2017 January 2021 Deputy Clerk Pamela J. Radloff April 14, 2016 At discretion of Clerk [Remainder of page intentionally left blank] IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the County as of the 31st day of July, 2019. (SEAL) Kevin Madok, Clerk of the Circuit Court of .,0 Monroe County, Florida and Ex-Officio Clerk of iv. the Board of County Commissioners of Monroe . ;. ' ACounty, Florida ----- ) \i/ Pamela J. Radl ff, Deputy Clerk 2 7 SIGNATURE CERTIFICATE We, the undersigned, DO HEREBY CERTIFY as follows: 1. That we did heretofore cause to be officially executed the obligation described in Schedule A attached hereto (the "Series 2019 Note") of Monroe County, Florida(the "County"). 2. That Sylvia Murphy, Mayor of the Board of County Commissioners (the "Board") of the County, has executed the Series 2019 Note by her manual signature, and that said Mayor was on the date she executed the Series 2019 Note and is now the duly elected, qualified and acting Mayor of the Board. 3. That Pamela J.Radloff,Deputy Clerk of the Circuit Court of Monroe County, Florida and Ex-Officio Deputy Clerk of the Board, has caused the signature of the Mayor to be attested by her manual signature, and that said Pamela J. Radloff was on the date she signed the Series 2019 Note and is now the duly elected and acting Deputy Clerk of the Circuit Court of Monroe County, Florida and Ex-Officio Deputy Clerk of the Board. 4. That the seal which has been imprinted on the Series 2019 Note and upon this certificate is the legally adopted, proper and only seal of the County. IN WITNESS WHEREOF, we have hereunto set our hands as of the 31 st day of • July, 2019. (SEAL) Term of Signature Title of Office Office Expires Mayor November 2019 Deputy Clerk At discretion of Clerk .. %0(4. • � l±t c SCHEDULE A $15,560,000 MONROE COUNTY, FLORIDA Special Obligation Refunding Revenue Note, Series 2019 Payment Date Principal (April 1) Payments 2020 $ 575,000 2021 455,000 2022 470,000 2023 480,000 2024 490,000 2025 505,000 2026 515,000 2027 12,070,000 8 GENERAL CERTIFICATE OF THE COUNTY We, Sylvia Murphy, Mayor of the Board of County Commissioners (the "Board") of Monroe County, Florida (the "County"), and Pamela J. Radloff, Deputy Clerk of the Circuit Court of Monroe County, Florida and Ex-Officio Deputy Clerk of the Board, are delivering this Certificate relating to the issuance of the Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 (the "Series 2019 Note"). All terms not otherwise defined herein shall have the meanings ascribed thereto in Resolution No. 172-2019 adopted by the Board on July 17, 2019 (the "Resolution") or in the Loan Agreement dated as of July 31, 2019 (the "Agreement"), between the County and PNC Bank,National Association. We hereby certify, to the best of our knowledge, as follows: 1. The County has complied or is presently in compliance with all agreements related to the Series 2019 Note, including, but not limited to, the Agreement and the Resolution and has satisfied all conditions on its part to be observed or satisfied under the Agreement and the Resolution at or prior to the date hereof. 2. The representations, warranties, covenants and agreements of the County contained in the Agreement and the Resolution are true and correct in all respects on and as of the date hereof as if made on the date hereof. 3. The County is not presently in default nor has it been in default since December 31, 1975 as to the payment of principal or interest with respect to any obligations issued by it. 4. There is no litigation of which either of us have notice and no litigation is pending or threatened (A) to restrain or enjoin the issuance or delivery of the Series 2019 Note or the execution or delivery of the Agreement, (B) in any way contesting or affecting any authority for the issuance of the Series 2019 Note or the execution and delivery of the Agreement or the validity of the Series 2019 Note,the Resolution or the Agreement, (C)in any way contesting the existence or powers of the County, (D) to restrain or enjoin the collection of revenues to be used to pay the principal of and interest on the Series 2019 Note, or (E) which may result in any material adverse change in the business, properties, assets or the financial condition of the County taken as a whole. 5. The County is not in material breach of or material default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement,indenture,bond, note, material resolution, material agreement or other material instrument to which the County is a party or to which the County or any of its property or assets is otherwise subject, and no event has occurred and is continuing that with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and the execution and delivery of the Series 2019 Note,the adoption of the Resolution,the execution and delivery of the Agreement and compliance with the provisions on the County's part contained therein, will not conflict with or constitute a material breach of or default under, any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the County is a party or to which the County or any of its property or assets is otherwise subject, and any such execution, delivery, adoption or compliance will not result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the County under the terms of any such ordinance, law, regulation or instrument, except as expressly provided by the Series 2019 Note, the Resolution or the Agreement. 6. Since September 30, 2018, no material adverse change has occurred in the condition, financial or otherwise, operations, properties, assets or prospects of the County, the County has not incurred any material liabilities other than in the ordinary course of business, and there are no pending or, to the best of our knowledge, threatened material contingent obligations of the County that have not been disclosed to PNC Bank, National Association. 7. The interest rate on the Series 2019 Note shall be in compliance with the maximum interest rate provisions contained in Section 215.84, Florida Statutes. 8. Upon the issuance of the Series 2019 Note,the County will be in compliance ,' in all respects with Section 2.07 of the Agreement. See Schedule 1 attached hereto. IN WITNESS WHEREOF,we have hereunto set our hands and affixed the official seal of the County as of the 31st day of July, 2019. (SEAL) MONROE COUNTY, FLORIDA ,A. 4 B • yor, Boar f County Co issi rs k ',t----.:`,,t- : .-±---i )- : ., oe °°•►• Kevin Madok, Clerk of the Circuit Court of Monroe County,Florida and Ex-Officio Clerk of the Board of County Commissioners of Monroe County, Florida 1 Pamela J. R off, eputy Clerk 2 Schedule 1 Calculations Relating to Compliance with Anti-Dilution Test Annual Debt Service Requirements a k +lam -. ane_Centsales:solidi..; ....gAJ . . °•,=0 . ; ,u.TotaI.DS°.,' FY Ending Series 2014 Mayfield Interlocal 2014 Clean Water SRF Series 2016 2010 Clean Water SRF 2019 Line Term-Out* Total DS 2019 4,284,202 2,000,000 4,666,579 1,118,119 682,000 12,750,899 2020 4,281,292 2,000,000 9,004,902 1,118,754 682,000 2,212,585 19,299,532 2021 4,281,376 2,000,000 9,004,902 1,119,135 682,000 2,212,257 19,299,670 2022 4,279,336 2,000,000 9,004,902 1,124,263 682,000 2,212,718 19,303,219 2023 4,280,172 2,000,000 9,004,902 1,119,053 682,000 2,211,790 19,297,916 2024 4,283,766 2,000,000 9,004,902 1,118,674 682,000 2,209,472 19,298,813 2025 - 9,004,902 5,403,042 682,000 2,210,764 17,300,707 2026 - 9,004,902 5,399,739 682,000 2,210,469 17,297,109 2027 9,004,902 682,000 2,208,585 11,895,487 2028 9,004,902 682,000 2,210,114 11,897,015 2029 9,004,902 682,000 2,209,856 11,896,757 2030 9,004,902 682,000 2,212,811 11,899,713 2031 9,004,902 2,208,782 11,213,683 2032 9,004,902 2,212,966 11,217,867 2033 9,004,902 2,209,966 11,214,868 2034 _ 9,004,902 2,209,982 11,214,883 2035 9,004,902 2,212,814 11,217,715 2036 9,004,902 2,208,264 11,213,165 2037 9,004,902 2,211,530 11,216,432 2038 9,004,902 2,212,216 11,217,118 2039 4,502,451 2,210,322 6,712,773 2040 2,210,847 2,210,847 2041 2,208,593 2,208,593 2042 2,208,560 2,208,560 2043 2,210,549 2,210,549 2044 2,209,363 2,209,363 'Assumes the full$35 million line of credit amount is converted to a term-out and amortized over 25 years using the Bond Buyer Revenue Bond Index as of July 10,2019(3.97%) FY 2018 CAFR FY 2017 CAFR Funds NAV Revenues NAV Revenues General Fund 20,394,971 20,435,224 Fine&Forfeiture 10,852,101 9,383,878 One Cent Infrastructure Surtax 21,508,154 21,631,888 All Debt Service 72,250 47,080 Nonmajor Governmental Funds 7,595,851 6,684,878 Total Non Ad Valorem Revenues $ 60,423,327 $ 58,182,948 Average NAV for prior two Fiscal Years2: 59,303,137 Maximum Annual Debt Service3: 19,303,219 Coverage: 3.07x Minimum Coverage Required: 1.20x (1)Only funds available to pay 2019 debt service are shown here,as provided by the County. (2)Based on average of 2017 end 2018 CAFR;uses non-ad valorem revenues from total governmental funds. (3)MADS projected to occur in Fiscal Year 2022. 9 CERTIFICATE AS TO ARBITRAGE AND CERTAIN OTHER TAX MATTERS We, Sylvia Murphy, Mayor of the Board of County Commissioners (the "Board") of Monroe County, Florida (the "County"), and Pamela J. Radloff, Deputy Clerk of the Circuit Court of Monroe County, Florida and Ex-Officio Deputy Clerk of the Board of County Commissioners of the County, being persons duly charged, together with others, with the responsibility for issuing the $15,560,000 Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 (the "Note"), dated as of July 31, 2019, all being done this day, DO HEREBY CERTIFY that: 1. AUTHORIZATION AND DEFINITIONS. The Note is being issued in the principal amount of$15,560,000 pursuant to the authority contained in Chapter 125, Florida Statutes, and other applicable provisions of law and under and pursuant to Resolution No. 172-2019 of the County adopted by the Board on July 17, 2019 (the "Resolution")and a Loan Agreement dated as of July 31,2019(the "Agreement"), between the County and PNC Bank, National Association (the "Noteholder"). The terms defined in the Resolution and the Agreement shall retain the meanings set forth therein when used in this Certificate unless the context clearly indicates another meaning is intended. Other terms used in this Certificate shall have the meanings set forth for same in other provisions hereof or in the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations promulgated thereunder (collectively, the "Code"), or in the Arbitrage Rebate Statement attached hereto as Exhibit A, in each case unless the context clearly indicates another meaning is intended. 2. PURPOSE. The Note is being issued for the principal purpose of providing moneys to (a)refinance amounts outstanding under the County's existing line of credit with the Noteholder(the "Prior Indebtedness"), and(b)pay certain costs of issuance of the Note. Certain proceeds of the Note, together with other legally available amounts provided by the County, shall be deposited with the Noteholder on or prior to the date of issuance of the Note to refinance the Prior indebtedness. The proceeds of the Prior Indebtedness were used to pay for various Extraordinary Expenditures, as described in the Agreement. There are no unspent proceeds of the Prior Indebtedness. 3. PAYMENT OF NOTE. The County has agreed pursuant to the Agreement to pay principal on the Note annually on April 1 of each year, commencing on April 1, 2020, and to pay interest on the Note semi-annually on April 1 and October 1 each year, commencing on October 1, 2019, so long as any amount under the Note remains outstanding. 4. FACTS, ESTIMATES AND CIRCUMSTANCES. On the basis of the facts, estimates and circumstances in existence on the date hereof, we reasonably expect the following with respect to the Note and with respect to the proceeds thereof: (a) NET PROCEEDS OF THE NOTE. (i) Total. The amount of proceeds received by the County from the Note (the "Net Proceeds") consists of the principal amount of$15,560,000. (ii) Repayment of Prior Indebtedness. An amount equal to $15,500,000 of the Net Proceeds of the Note will be deposited on the date hereof, together with other legally available moneys of the County, with the Noteholder to refinance the Prior Indebtedness. (iii) Costs of Issuance. An amount of the Net Proceeds of the Note equal to $60,000 will be held by the County and will be used within six months of the date hereof to provide for the payment of the expenses of issuing the Note. (b) NO OVERISSUANCE OF THE NOTE. The Net Proceeds of the Note ($15,560,000), less payment of the costs of issuance of$60,000 will be $15,500,000 (the "Original Proceeds"). Taking into account other available funds, the amount of Original Proceeds necessary to refinance the Prior Indebtedness equals or exceeds $15,500,000. (c) AS TO THE NOTE. (i) Repayment of Prior Indebtedness. All of the Original Proceeds of the Note will be deposited on the date hereof with the Noteholder to refinance the Prior Indebtedness. Such amount will be applied in the manner described in Section 4(a)(ii) of this Certificate. (ii) Excess Proceeds. All Original Proceeds of the Note deposited with the Noteholder will be used to pay debt service on the Prior Indebtedness. In addition, except as otherwise described in this Section 4,there are no other amounts which constitute Original Proceeds of the Prior Indebtedness, Original Proceeds of the Note, or investment earnings on such Original Proceeds. All proceeds (including Original Proceeds and Investment Proceeds) of the Note will consist of proceeds that will be used to refinance the Prior Indebtedness, and amounts used to pay administrative costs of refinancing the Prior Indebtedness and issuing the Note. (d) FLOW OF FUNDS. (i) Payment of Note. The County has covenanted and agreed in the Agreement to transfer to the Noteholder, from Non-Ad Valorem Revenues (as defined in the Agreement) budgeted and appropriated in the manner and to the extent provided in the Agreement, on or before the date designated for payment of 2 any principal of or interest on the Note, sufficient moneys to pay such principal or interest. In addition,the County has agreed to prepay the Note with proceeds of any Governmental Reimbursements (as defined in the Agreement)within 45 days of the receipt of such Governmental Reimbursements. The County expects to receive a sufficient amount of Governmental Reimbursements to prepay the Note within three years from the date of issuance of the Note. (ii) No Funds. No fund or account has been established pursuant to any instrument which secures or otherwise relates to the Note. 5. YIELD. (a) GENERAL. For purposes of this Certificate,bond yield is, and shall be, calculated in the manner provided in Treasury Regulations Section 1.148-4, and the provisions therein will be complied with in all respects. The term "bond yield" means, with respect to a bond or note, the discount rate that when used in computing the present value of all the unconditionally payable payments of principal and interest and all the payments for a qualified guarantee paid and to be paid with respect to the bond or note produces an amount equal to the present value, using the same discount rate, of the issue price of the bond or note as of the issue date. In computing the purchase price of the Note, which is equal to the issue price, the County did not take into consideration the costs of issuance. The purchase price of the Note,therefore, is $15,560,000 (the principal amount). For purposes hereof, yield is, and shall be, calculated on a 360-day year basis with interest compounded semiannually. The interest rate on the Note is variable and, therefore, the yield on Note will change over time. The yield on the Note calculated in the above- described manner is herein referred to as the "Note Yield." It should be noted, however, that such yield may, under certain circumstances set forth in the Treasury Regulations, be subject to recalculation. The issue price of the Note is being determined in accordance with Treasury Regulations Section 1.148-1(f)(2)(i). See Exhibit B hereto. The purchase price of all obligations other than certain tax-exempt investments ("Taxable Obligations")to which restrictions as to yield or rebate of excess earnings under this Certificate applies shall be calculated using (i) the price, taking into account discount, premium, and accrued interest, as applicable, actually paid or (ii) the fair market value if less than the price actually paid and if such Taxable Obligations were not purchased directly from the United States Treasury. The County will acquire all such Taxable Obligations directly from the United States Treasury or in arms length transactions without regard to any amounts paid to reduce the yield on such Taxable Obligations and the County will not pay or permit the payment of any amounts to reduce the yield on any Taxable Obligations. (b) FUNDS AND ACCOUNTS. Any funds and accounts not described in subsection (b) of this Section 5 may be invested without regard to yield restrictions. 3 (c) YIELD REDUCTION PAYMENTS. Any amounts subject to yield restrictions may be subject to yield reduction payments pursuant to Treasury Regulations Section 1.148-5(c). 6. FURTHER CERTIFICATIONS. The County will neither take nor permit any action which would cause the Note to become a Private Activity Bond (as such term is defined in the Code), including, without limitation, any sale, lease, management or similar use of any of the Extraordinary Expenditures to or by any person other than a governmental unit. None of the Gross Proceeds of the Note is expected to be used directly or indirectly in any trade or business carried on by any person other than a governmental unit. No bonds or other obligations of the County (a) were sold in the 15 days preceding the date of sale of the Note or(b)were sold or will be sold within the 15 days after the date of sale of the Note, pursuant to a common plan of financing with the plan for the issuance of the Note and payable out of substantially the same source of revenues. The County does not expect that the proceeds of the Note will be used in a manner that would cause the Note to be an arbitrage bond under Section 148 of the Code. The County does not expect that the proceeds of the Note will be used in a manner that would cause the interest on the Note to be includable in the gross income of the holder of the Note under Section 103 of the Code. 7. REBATE. The County shall establish a rebate fund or account for the Note if it has Rebatable Arbitrage (as defined in Exhibit A hereto) and shall deposit moneys therein as required by the terms of the Arbitrage Rebate Statement attached hereto as Exhibit A. Moneys in any such rebate fund or account shall be held in trust by the County and, subject to the provisions hereof, shall be held for the benefit of the United States Government as contemplated under the provisions hereof and shall not constitute part of the trust estate held for the benefit of the holders of the Note or the County. The County acknowledges and agrees to comply with the terms of the Arbitrage Rebate Statement attached hereto as Exhibit A. 8. AMENDMENTS. The provisions hereof need not be observed and this Certificate may be amended or supplemented at any time by the County if, in each case, the County receives an opinion or opinions of Note Counsel that the failure to comply with such provisions will not cause, and that the terms of such amendment or supplement will not cause, the Note to become an arbitrage bond under Section 148 of the Code, or other applicable section of the Code, or otherwise cause interest on the Note to become includable in gross income for federal income tax purposes under the Code. 9. NOTE NOT FEDERALLY GUARANTEED. Payment of debt service on the Note is not directly or indirectly guaranteed in whole or in part by the United States, 4 within the meaning of Section 149(b) of the Code. None of the Net Proceeds will be invested directly or indirectly in federally insured deposits or accounts. 10. NOTE NOT HEDGE BOND. It was reasonably expected at the time of incurrence of the Prior Indebtedness that not less than 85% of the proceeds of the Prior Indebtedness would be used to carry out the governmental purposes of the Prior Indebtedness within three years from the date of the issuance of the Prior Indebtedness. Not more than 50% of such proceeds were invested in nonpurpose investments having a substantially guaranteed yield for four years or more (including but not limited to any investment contract or fixed yield investment having maturity of four years or more). The reasonable expectations stated above were not based on and did not take into account any expectations or assumptions as to the occurrence of changes in market interest rates or of federal tax law or regulations or rulings thereunder. These reasonable expectations were not based on any prepayments of items other than items which are customarily prepaid. 11. ADDITIONAL COVENANTS. The County further agrees to (a) impose such limitations on the investment or use of moneys or investments related to the Note, (b) make such rebate payments to the United States Treasury, (c) maintain such records, (d) perform such calculations, (e) enter into such agreements, (f) to apply all proceeds of the Note and in a manner consistent with the provisions hereof and of the Agreement, and (g) perform such other acts as may be necessary under the Code to preserve the exclusion from gross income for purposes of federal income taxation of interest on the Note, which it may lawfully do. 12. INFORMATION. The County agrees to file all information statements as may be required by the Code. 13. VALUATION AND MARKET PRICE RULES. In determining the amounts on deposit in any fund or account for purposes of this Certificate, the purchase price of the obligations, including accrued interest, shall be added together, and adding to or subtracting from such purchase prices any discount, computed ratably on an annual basis. With respect to any amounts required to be restricted as to yield, the "market price rules" set forth in Exhibit A attached hereto shall apply. 14. NO REPLACEMENT. No portion of the amounts received from issuance, conversion, sale or remarketing of the Note will be used as a substitute for other funds which were otherwise to be used for the payment of debt service on the Note, and which have been or will be used to acquire, directly or indirectly, obligations producing a yield in excess of the Note Yield. Prior to incurrence of the Prior Indebtedness, the County expended all funds held by the County that had been set aside for natural disasters and catastrophic events. 15. LIMITATIONS ON PRIVATE USE; REMEDIAL ACTION. Either(a) the County has not and will not permit any capital expenditures that were a component of 5 the Extraordinary Expenditures (the "Prior Projects") to be used by any private non- governmental entity (a "Private User") to the extent such use exceeds 10% of the Prior Projects, or (b) the County has not and will not (i) secure, directly or indirectly, more than 10% of either principal or interest on the Note by(A) any interest in property used or to be used by any Private User or (B) any payments in respect of property used or to be used by any Private User, or (ii) directly or indirectly, cause or permit more than 10% of either principal or interest on the Note to be derived from payments(whether or not to the County) in respect of property, or borrowed money, used or to be used by any Private User. Use by the general public does not constitute use by Private Users. No portion of the proceeds of the Note or any other obligation financed or refinanced, directly or indirectly, in whole or in part with the proceeds of such obligations has been or will be loaned, directly or indirectly, by the County or any other person to any person. The County will not sell, lease (other than as permitted under the limitations described above), allow the private management of.or otherwise dispose of, directly or indirectly, in whole or in part, whether for consideration or otherwise, the Prior Projects unless prior to any sale, lease or other disposition, the County receives the approval of Bond Counsel. - In the event that the County takes any action, or fails to take any action, the result of which would adversely affect the tax-exempt status of the Note, the County will immediately take such remedial action as permitted by the Code (including, particularly Sections 141 and 150 thereof) and the regulations thereunder to preserve such tax-exempt status including, if necessary, the defeasance and/or redemption of all or a portion of the Note from funds derived from a source other than tax-exempt obligations. See Revenue Procedure 2017-13 which provides rules regarding the use of management, service or incentive payment contracts between the County and a service provider regarding the Prior Projects. 16. RELIANCE. The County has relied on certain representations made by the Noteholder in its certificate attached hereto as Exhibit B. The County is not aware of any facts or circumstances that would cause it to question the accuracy of such representations. 17. NO ADVERSE ACTION. The County has neither received notice that its Certificate may not be relied upon with respect to its issues, nor has it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. To the best of our knowledge and belief there are no facts, estimates or circumstances other than those expressed herein that materially affect the expectations herein expressed, and, to the best of our knowledge and belief, the County's expectations are reasonable. We further represent that the County expects and intends to be able to 6 comply with the provisions and procedures set forth herein, including Section 148 of the Code. IN WITNESS WHEREOF, we have hereunto set our hands as of the 31st day of July, 2019. MONROE COUNTY, FLORIDA B • S is Murpl Mayor, Boar of cty ommission s Kevin Madok, Clerk of the Circuit Court of Monroe County, Florida and Ex-Officio Clerk of the Board of County Commissioners of Monroe County, Florida Pame a . Ra off, epu Clerk • EXHIBIT A ARBITRAGE REBATE STATEMENT This Arbitrage Rebate Statement is intended to set forth certain duties and requirements necessary for compliance with Section 148(f) of the Code to the extent necessary to preserve the tax-exempt treatment of interest on the $15,560,000 Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 (the "Note"). This Statement is based upon Section 148(f) of the Code and by analogy, to the Regulations. However, it is not intended to be exhaustive. Since the requirements of such Section 148(f) are subject to amplification and clarification, it may be necessary to supplement or modify this Statement from time to time to reflect any additional or different requirements of such Section and the Regulations or to specify that action required hereunder is no longer required or that some further or different action is required to maintain or assure the exemption from federal income tax of interest with respect to the Note. For purposes hereof, any covenant relating to a fund, account or subaccount established under the Agreement (as defined in the Certificate as to Arbitrage and Certain Other Tax Matters to which this is attached) shall be deemed to apply only to that portion of such fund, account or subaccount allocable to the Note. SECTION 1. TAX COVENANTS. Pursuant to the Agreement, the County has made certain covenants designed to assure that the interest with respect to the Note is and shall remain excludable from gross income for purposes of federal income taxation. The County shall not, directly or indirectly, use or permit the use of any proceeds of the Note or any other funds or take or omit to take any action that would cause the Note to be "arbitrage bonds" within the meaning of Section 148 of the Code or that would cause interest on the Note to be included in gross income for federal income tax purposes under the provisions of the Code. The County shall comply with all other requirements as shall be determined by Note Counsel to be necessary or appropriate to assure that interest on the Note will be excludable from gross income for purposes of federal income taxation. To that end, the County shall comply with all requirements of Section 148 of the Code to the extent applicable to the Note. SECTION 2. DEFINITIONS. Capitalized terms used herein, not otherwise defined herein, shall have the same meanings set forth in the Agreement and in the County's Certificate as to Arbitrage and Certain Other Tax Matters relating to the Note. "Code" means the Internal Revenue Code of 1986, as amended. "Computation Date" means each date selected by the County as a computation date pursuant to Section 1.148-3(e) of the Regulations and the Final Computation Date. A-1 "Fair Market Value" means, when applied to a Nonpurpose Investment, the Fair - Market Value of such Investment as determined in accordance with Section 4 hereof. "Final Computation Date" means the date the Note is discharged. "Gross Proceeds" means, with respect to the Note: (1) Amounts constituting Sale Proceeds of the Note. (2) Amounts constituting Investment Proceeds of the Note. (3) Amounts constituting Transferred Proceeds of the Note. (4) Other amounts constituting Replacement Proceeds of the Note, including Pledged Moneys. "Investment Proceeds" means any amounts actually or constructively received from investing proceeds of the Note. "Investment Property" shall have the meaning as ascribed to such term in Section 148(b)(2) of the Code, which includes any security, obligation or other property held principally as a passive vehicle for the production of income,within the meaning of Section 1.148-1(e) of the Regulations. "Issue Date" means July 31, 2019. "Net Proceeds" means Sale Proceeds, less the portion of such Proceeds invested in a reasonably required reserve or replacement fund under the Code. "Nonpurpose Investment" means any Investment Property in which Gross Proceeds are invested which is not acquired to carry out the governmental purpose of the Note, e.g., obligations acquired with Gross Proceeds that are invested temporarily until needed for the governmental purpose of the Note, that are used to discharge a prior issue, or that are invested in a reasonably required reserve or replacement fund, as referenced in Section 1.148-1(b) of the Regulations. "Nonpurpose Payments" shall include the payments with respect to Nonpurpose Investments specified in Section 1.148-3(d)(1)(i)-(v) of the Regulations. "Nonpurpose Receipts" shall include the receipts with respect to Nonpurpose Investments specified in Section 1.148-3(d)(2)(i)-(iii) of the Regulations. "Note Counsel" means Nabors, Giblin &Nickerson, P.A., Tampa, Florida or such other firm of nationally recognized bond counsel as may be selected by the County. A-2 "Note Year" means any one-year period (or shorter period from the Issue Date) ending on the close of business on the day preceding the anniversary of the Issue Date. "Pledged Moneys" means moneys that are reasonably expected to be used directly or indirectly to pay debt service on the Note or as to which there is a reasonable assurance that such moneys or the earnings thereon will be available directly or indirectly to pay debt service on the Note if the County encounters financial difficulties. "Pre-Issuance Accrued Interest" means amounts representing interest that has accrued on an obligation for a period of not greater than one year before its issue date but only if those amounts are paid within one year after the Issue Date. "Proceeds" means any Sale Proceeds, Investment Proceeds and Transferred Proceeds of the Note. "Qualified Administrative Costs" means reasonable, direct administrative costs, other than carrying costs, such as separately stated brokerage and selling commissions that are comparable to those charged nongovernmental entities in transactions not involving tax-exempt bond proceeds, but not legal and accounting fees, recordkeeping, custody or similar costs. In addition, with respect to a guaranteed investment contract or investments purchased for a yield restricted defeasance escrow, such costs will be considered reasonable if(1)the amount of the fee the County treats as a Qualified Administrative Cost does not exceed the lesser of(a) $41,000 (for calendar year 2019), or (b) the greater of(x) .2% of the "computational base", or (y) $4,000; and (2) the County does not treat as Qualified Administrative Costs more than $115,000 (for calendar year 2019) in brokers' commissions or similar fees with respect to all guaranteed investment contracts and investments for yield restricted defeasance escrows purchased with Gross Proceeds of the issue. For purposes of this definition only, "computational base" shall mean, with respect to guaranteed investment contracts, the amount of Gross Proceeds the County reasonably expects, as of the date the contract is acquired, to be deposited in the guaranteed investment contract over the term of the contract and for investments other than guaranteed investment contracts, "computational base" shall mean the amount of Gross Proceeds initially invested in such investments. The above-described safe harbor dollar amounts shall be increased each calendar year for cost-of-living adjustments pursuant to Section 1.148-5(e) of the Regulations. "Rebatable Arbitrage" means, as of any Computation Date, the excess of the future value of all Nonpurpose Receipts over the future value of all Nonpurpose Payments. "Rebate Fund" means the Rebate Fund described in Section 3(b) hereof. "Regulations" means Treasury Regulations Sections 1.148-0 through 1.148-11, 1.149(b)-1 and (d)-1, and 1.150-0 through 1.150-2, as amended, and any regulations amendatory, supplementary or additional thereto. A-3 "Replacement Proceeds" means amounts that have a sufficiently direct nexus to - the Note or to the governmental purpose of the Note to conclude that the amounts would have been used for that governmental purpose if the Proceeds of the Note were not used or to be used for that governmental purpose. For this purpose, governmental purposes include the expected use of amounts for the payment of debt service on a particular date. The mere availability or preliminary earmarking of amounts for a governmental purpose, however, does not in itself establish a sufficient nexus to cause those amounts to be Replacement Proceeds. Replacement Proceeds include, but are not limited to, amounts held in a sinking fund or a pledged fund. For these purposes, an amount is pledged to pay principal of or interest on the Note if there is reasonable assurance that the amount will be available for such purposes in the event that the County encounters financial difficulties. "Sale Proceeds" means any amounts actually or constructively received by the County from the sale of the Note, including amounts used to pay underwriters' discount or compensation and interest other than Pre-Issuance Accrued Interest. Sale Proceeds shall also include, but are not limited to, amounts derived from the sale of a right that is associated with the Note and that is described in Section 1.148-4(b)(4) of the Regulations. "Tax-Exempt Investment" means (i) an obligation the interest on which is excluded from gross income pursuant to Section 103 of the Code, (ii) United States Treasury-State and Local Government Series, Demand Deposit Securities, and (iii) stock in a tax-exempt mutual fund as described in Section 1.150-1(b) of the Regulations. Tax- Exempt Investment shall not include a specified private activity bond as defined in Section 57(a)(5)(C) of the Code. For purposes of this Statement, a tax-exempt mutual fund includes any regulated investment company within the meaning of Section 851(a) of the Code meeting the requirements of Section 852(a) of the Code for the applicable taxable year; having only one class of stock authorized and outstanding; investing all of its assets in tax-exempt obligations to the extent practicable; and having at least 98% of(1) its gross income derived from interest on, or gain from the sale of or other disposition of,tax-exempt obligations or (2) the weighted average value of its assets represented by investments in tax-exempt obligations. "Transferred Proceeds" shall have the meaning provided therefor in Section 1.148-9 of the Regulations. "Universal Cap" means the value of the then outstanding Note. "Value" (of the Note) means with respect to the Note issued with not more than two percent original issue discount or original issue premium, the outstanding principal amount, plus accrued unpaid interest; for any other Note, its present value. "Value" (of an Investment) shall have the following meaning in the following circumstances: A-4 (1) General Rules. Subject to the special rules in the following paragraph, an issuer may determine the value of an investment on a date using one of the following valuation methods consistently applied for all purposes relating to arbitrage and rebate with respect to that investment on that date: (a) an investment with not more than two percent original issue discount or original issue premium may be valued at its outstanding stated principal amount, plus accrued unpaid interest on such date; (b) a fixed rate investment may be valued at its present value on such date; and (c) an investment may be valued at its Fair Market Value on such date. (2) Special Rules. Yield restricted investments are to be valued at present value provided that (except for purposes of allocating Transferred Proceeds to an issue, for purposes of the Universal Cap and for investments in a commingled fund other than a bona fide debt service fund unless it is a certain commingled fund): (a) an investment must be valued at its Fair Market Value when it is first allocated to an issue, when it is disposed of and when it is deemed acquired or deemed disposed of, and provided further that; (b) in the case of Transferred Proceeds, the Value of a Nonpurpose Investment that is allocated to Transferred Proceeds of a refunding issue on a transfer date may not exceed the Value of that investment on the transfer date used for purposes of applying the arbitrage restrictions to the refunded issue. "Yield on the Note" or "Note Yield" means, for all Computation Dates, the Yield expected as of the date hereof on the Note over the term of such Note computed by: (1) using as the purchase price of the Note, the amount at which such Note was sold to the public within the meaning of Sections 1273 and 1274 of the Code; and (2) assuming that the Note will be paid at its scheduled maturity date or in accordance with any mandatory redemption requirements. "Yield" means, generally, the discount rate which, when used in computing the present value of all the unconditionally payable payments of principal and interest on an obligation and all the payments for qualified guarantees paid and to be paid with respect to such obligation, produces an amount equal to the present value of the issue price of such obligation. Present value is computed as of the date of issue of the obligation. There are, however, many additional specific rules contained in the Regulations which apply to the calculation and recalculation of yield for particular obligations and such rules should be consulted prior to calculating the yield for the Note on any Computation Date. Yield shall A-5 be calculated on a 360-day year basis with interest compounded semiannually. For this purpose, the purchase price of a Nonpurpose Investment or a Tax-Exempt Investment is its Fair Market Value, as determined pursuant to Section 4 of this Statement, as of the date that it becomes allocated to Gross Proceeds of the Note. SECTION 3. REBATE REQUIREMENTS. (a) The County shall pay to the United States Government at the times and in the amounts determined hereunder, the Rebatable Arbitrage. For purposes of determining the Rebatable Arbitrage, the County shall cause the calculations to be made by competent tax counsel or other financial or accounting advisors or persons to ensure correct application of the rules contained in the Code and the Regulations relating to arbitrage rebate. (b) If there is any Rebatable Arbitrage, the County shall establish an account separate from any other fund or account designated the "Rebate Fund." The County or its designated agent shall administer the Rebate Fund and continuously invest all amounts held in the Rebate Fund in United States Treasury obligations or Tax-Exempt Investments. (c) Within 30 days after any Computation Date, the County shall calculate or cause to be calculated the Rebatable Arbitrage or any penalty due pursuant to Section 3(f) hereof. Immediately following such calculations, but in no event later than 60 days following the Computation Date (90 days in the case of any penalty payment due pursuant to Section 3(f) hereof), the County shall remit an amount which when added to the future value of previous rebate payments shall not be less than 90% (100% with respect to the Computation Date on the final repayment or retirement of the Note) of the Rebatable Arbitrage or 100% of any penalty due pursuant to Section 3(f) hereof as of the applicable Computation Date. Each payment shall be accompanied by Internal Revenue Service Form 8038-T. (d) The obligation to pay Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied with respect to the Note if (i) Gross Proceeds are expended for the governmental purpose of the Note by no later than the date which is six months after the Issue Date and if it is not anticipated that any other Gross Proceeds will arise during the remainder of the term of the Note and(ii)the requirement to pay Rebatable Arbitrage, if any, to the United States with respect to the portion of the Reserve Account allocable to the Note is met. For purposes described above, Gross Proceeds do not include (i) amounts deposited in a bona fide debt service fund, so long as the funds therein constitute bona fide debt service funds, or a reasonably required reserve or replacement fund (as defined in Section 1.148-1 of the Regulations and meeting the requirements of Section 1.148-2(f) of the Regulations), (ii) amounts that, as of the Issue Date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the date which is six months after the Issue Date, (iii) amounts representing Sale or Investment A-6 Proceeds derived from any Purpose Investment (as defined in Section 1.148-1 of the Regulations) and earnings on those payments, and (iv) amounts representing any repayments of grants (as defined in Section 1.148-6(d)(4) of the Regulations). If Gross Proceeds are in fact expended by such date, then, except as to the Reserve Account, Rebatable Arbitrage with respect to such Gross Proceeds need not be calculated and no payment thereof to the United States Department of Treasury need be made. Use of Gross Proceeds to redeem the Note shall not be treated as an expenditure of such Gross Proceeds. Notwithstanding the foregoing, if Gross Proceeds which were reasonably expected to be Gross Proceeds on the Issue Date actually become available after the date which is six months after the Issue Date, then the requirements described herein relating to the calculation of Rebatable Arbitrage and the payment thereof to the United States must be satisfied,except that no such calculation or payment need be made with respect to the initial six-month period. Any other amounts not described in this Section 3(d) which constitute proceeds of the Note, other than a bona fide debt service fund, will be subject to rebate. THE FOLLOWING PARAGRAPH(e) SHALL NOT APPLY TO THE NOTE (e) As an alternative to Section 3(d) above, the obligation of the County to pay Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied with respect to the Note if(i) the rebate requirement is met for all proceeds of the Note other than Gross Proceeds (as defined in Section 3(d) hereof) and (ii) the Gross Proceeds of the Note are expended for the governmental purposes of the issue within the periods set forth below: (i) at least 15% of such Gross Proceeds of the Note are spent within the six-month period beginning on the Issue Date; (ii) at least 60% of such Gross Proceeds of the Note are spent within the 1-year period beginning on the Issue Date; and (iii) at least 100% of such Gross Proceeds of the Note are spent within the 18-month period beginning on the Issue Date. As set forth in Section 1.148-7(d)(2) of the Regulations, for purposes of the expenditure requirements set forth in this Section 3(e), 100% of the Gross Proceeds of the Note shall be treated as expended for the governmental purposes of the issue within the 18- month period beginning on the Issue Date if such requirement is met within the 30-month period beginning on the Issue Date and such requirement would have been met within such 18-month period but for a reasonable retainage (not exceeding 5% of the Net Proceeds of the Note). If Gross Proceeds are in fact expended by such dates, then Rebatable Arbitrage need not be calculated and no payment thereof to the United States Department of Treasury need be made. Any failure to satisfy the final spending requirement shall be disregarded if the County exercises due diligence to complete the project financed by the Note and the A-7 amount of the failure does not exceed the lesser of(i) 3% of the issue price of the Note or (ii) $250,000. Use of Gross Proceeds to redeem the Note shall not be treated as an expenditure of such Gross Proceeds. For purposes of this Section 3(e), "Gross Proceeds" shall be modified as described in Section 3(d) above. THE FOLLOWING PARAGRAPH (f) SHALL NOT APPLY TO THE NOTE (f) As an alternative to Sections 3(d) and (e) above, the obligation to pay Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied with respect to the Note if the Available Construction Proceeds (as defined in Section 148(f)(4)(C)(vi) of the Code and described below) are expended for the governmental purposes of the issue within the periods set forth below: (i) at least 10% of such Available Construction Proceeds are spent within the six-month period beginning on the Issue Date; (ii) at least 45% of such Available Construction Proceeds are spent within the 1-year period beginning on the Issue Date; (iii) at least 75% of such Available Construction Proceeds are spent within the eighteen-month period beginning on the Issue Date; and (iv) at least 100% of such Available Construction Proceeds are spent within the 2-year period beginning on the Issue Date. For purposes of this Section 3(f), the term Available Construction Proceeds means the Net Proceeds of the Note, increased by earnings on such Net Proceeds, and earnings on all of the foregoing earnings, and reduced by the amount of such Net Proceeds deposited to the Reserve Account and amounts used to pay issuance costs. Any amounts which constitute proceeds of the Note other than Available Construction Proceeds and amounts on deposit in a bona fide debt service fund will be subject to rebate. As set forth in Section 148(f)(4)(C)(iii) of the Code, for purposes of the expenditure requirements set forth in this Section 3(f), 100% of Available Construction Proceeds of the Note shall be treated as expended for the governmental purposes of the issue within the 2- year period beginning on the Issue Date if such requirement is met within the 3-year period beginning on the Issue Date and such requirement would have been met within such 2-year period but for a reasonable retainage (not exceeding 5% of the Net Proceeds of the Note). Use of Available Construction Proceeds to redeem the Note shall not be treated as an expenditure of such Proceeds. Any failure to satisfy the final spending requirement shall be disregarded if the County exercises due diligence to complete the project financed by the Note and the amount of the failure does not exceed the lesser of(i) 3% of the issue price of the Note or ' (ii) $250,000. A-8 For purposes of Section 148(f)(4)(C)(iii) of the Code, in the event the County fails to meet the expenditure requirements referred to above, the County may elect to pay, in lieu of the Rebatable Arbitrage otherwise required to be paid with respect to such Gross Proceeds, a penalty with respect to the close of each 6-month period after the Issue Date equal to 1.5% of the amount of the Available Construction Proceeds of the Note which, as of the close of such period, are not spent as required by the expenditure provisions set forth above. The penalty referred to above shall cease to apply only after the Note (including any refunding note or bonds issued with respect thereto) is no longer outstanding. The County makes no election in regard to the above-described penalty. In order to qualify for the exemption from the obligation to pay Rebatable Arbitrage to the United States pursuant to this Section 3(f), at least 75% of the Available Construction Proceeds must be used for construction expenditures (as defined in Section 1.148-7(g) of the Regulations) with respect to property which is owned by a governmental unit or an organization described in Section 501(c)(3) of the Code. The term "construction" includes reconstruction and rehabilitation of existing property and rules similar to the rules of Section 142(b)(1)(B) of the Code shall apply. If only a portion of an issue is to be used for construction expenditures, such portion and the other portion of such issue may, at the election of the issuer, be treated as separate issues for purposes of this Section 3(f) (although the remaining portion may not be entitled to the benefits of Section 3(d) hereof). The County does not elect to treat any portion of the Note as a separate issue. (g) The County shall keep proper books of records and accounts containing complete and correct entries of all transactions relating to the receipt, investment, disbursement, allocation and application of the moneys related to the Note, including moneys derived from, pledged to, or to be used to make payments on the Note. Such records shall, at a minimum, be adequate to enable the County or its consultants to make the calculations for payment of Rebatable Arbitrage as required by this Statement. The records required to be maintained under this Section 3(g) shall be retained by the County until six years after the retirement of the last obligation of the Note or for such other period as the United States Treasury may by regulations otherwise provide. Such records shall at least specify the account or fund to which each investment (or portion thereof) is to be allocated and shall set forth, in the case of each investment security, (i) its purchase price (including the amount of accrued interest to be stated separately), (ii) identifying information, including par amount, coupon rate, and payment dates, (iii) the amount received at maturity or its sale price, as the case may be, including accrued interest, (iv) the amounts and dates of any payments made with respect thereto, (v) the dates of acquisition and disposition or maturity, (vi) the amount of original issue discount or premium (if any), (vii) the frequency of periodic payments (and actual dates and amounts of receipts), (viii) the period of compounding, (ix) the transaction costs (e.g., commissions) incurred in acquiring, carrying or disposing of the Nonpurpose Investments, and (x) market price data sufficient to establish that the purchase price (disposition price) was not greater than (less than) the arm's-length price (see Section 4 below) on the date of acquisition (disposition) A-9 or, if earlier, on the date of a binding contract to acquire (dispose of) such Nonpurpose Investment. SECTION 4. MARKET PRICE RULES. Except as provided below, the County agrees to comply with the requirements relating to the "Fair Market Value" of acquired Nonpurpose Investments, as defined in Section 1.148-5(d) of the Regulations ("Fair Market Value").All investments required to be made pursuant to this Statement shall be made to the extent permitted by law. In this regard, the County agrees, among other things, that it will not acquire or cause to be acquired a Nonpurpose Investment (or any other investment acquired with Gross Proceeds or on deposit in the Rebate Fund) for a price in excess of its Fair Market Value or sell any such investment at a price (determined without any reduction for transaction costs) less than its Fair Market Value, except as provided below. For this purpose, the following rules shall apply: (a) Established securities markets. Except as otherwise provided below, any market especially established to provide a security or obligation to an issuer of municipal obligations shall not be treated as an established market and shall be rebuttably presumed to be acquired or disposed of for a price that is not its Fair Market Value. (b) Arm's-length price. Any transaction in which a Nonpurpose Investment is directly purchased with Gross Proceeds, or in which a Nonpurpose Investment allocable to Gross Proceeds is disposed of, shall be undertaken in an arm's-length manner, and no amount shall be paid to reduce the yield on the Nonpurpose Investment. (c) Safe harbor for establishing Fair Market Value for guaranteed investment contracts and Nonpurpose Investments purchased for a yield restricted defeasance escrow. In the case of a guaranteed investment contract or Nonpurpose Investments purchased for a yield restricted defeasance escrow, the purchase price shall not be considered to be an arm's-length price unless all the following conditions are met: (i) The County makes a bona fide solicitation ("Bona Fide Solicitation") for the purchase of the investment that satisfies all of the following requirements: (1) The bid specifications are in writing and are timely forwarded to potential providers; (2) The bid specifications include all terms of the bid that may directly or indirectly affect the yield or the cost of the investment; (3) The bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the County or any other person A-10 (whether or not in connection with the note or bond issue), and that the bid is not being submitted solely as a courtesy to the County or any other person for purposes of satisfying these requirements; (4) The terms of the bid specifications are such that there is a legitimate business purpose for each term other than to increase the purchase price or reduce the yield of the investment (e.g., for solicitations of Nonpurpose Investments for a yield restricted defeasance escrow, the hold firm period must be no longer than the County reasonably requires); (5) For purchases of guaranteed investment contracts only, the terms of the solicitation take into account the County's reasonably expected deposit and draw down schedule for the amounts to be invested; (6) All potential providers have an equal opportunity to bid (e.g., no potential provider is given the opportunity to review other bids before providing a bid); and (7) At least three providers are solicited for bids that have an established industry reputation as a competitive provider of the type of investments being purchased. (ii) The bids received by the County must meet all of the following requirements: (1) The County receives at least three bids from providers that the County solicited under a Bona Fide Solicitation and that do not have a material financial interest in the issue. A lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until 15 days after the issue date of the issue. In addition, any entity acting as a financial advisor with respect to the purchase of the investment at the time the bid specifications are forwarded to potential providers has a material financial interest in the issue. A provider that is a related party to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue. (2) At least one of the three bids described in paragraph (c)(ii)(1) above is from a provider that has an established industry reputation as a competitive provider of the type of investments being purchased; and (3) If the County uses an agent to conduct the bidding process,the agent did not bid to provide the investment. A-11 (iii) The winning bid must meet the following requirements: (1) Guaranteed investment contracts. If the investment is a guaranteed investment contract, the winning bid is the highest yielding bona fide bid (determined net of any broker's fees). (2) Other Nonpurpose Investments. If the investment is not a guaranteed investment contract, the following requirements are met: (A) The winning bid is the lowest cost bona fide bid (including any broker's fees). The lowest bid is either the lowest cost bid for the portfolio or, if the County compares the bids on an investment-by-investment basis, the aggregate cost of a portfolio comprised of the lowest cost bid for each investment. Any payment received by the County from a provider at the time a guaranteed investment contract is purchased (e.g., an escrow float contract) for a yield restricted defeasance escrow under a bidding procedure meeting these requirements is taken into account in determining the lowest cost bid. (B) The lowest cost bona fide bid (including any broker's fees) is not greater than the cost of the most efficient portfolio comprised exclusively of State and Local Government Series Securities from the United States Department of the Treasury, Bureau of Public Debt. The cost of the most efficient portfolio of State and Local Government Series Securities is to be determined at the time that bids are required to be submitted pursuant to the terms of the bid specifications. If such State and Local Government Series Securities are not available for purchase on the day that bids are required to be submitted because sales of those securities have been suspended, the cost comparison described in this paragraph is not required. (iv) The provider of the investments or the obligor on the guaranteed investment contract certifies the administrative costs that it pays (or expects to pay) to third parties in connection with supplying the investment. (d) The County shall retain certificates and records documenting compliance with the above requirements until three years after the Note is redeemed including,but not limited to, the following: (i) For purchases of guaranteed investment contracts, a copy of the contract, and for purchases of Nonpurpose Investments other than guaranteed investment contracts, the purchase agreement or confirmation; A-12 (ii) The receipt or other record of the amount actually paid by the County for the investments, including a record of any administrative costs paid by the County and the certification required in paragraph (c)(iv) above; (iii) For each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results; (iv) The bid solicitation form and, if the terms of the purchase agreement or the guaranteed investment contract deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation; and (v) For purchase of Nonpurpose Investments other than guaranteed investment contracts, the cost of the most efficient portfolio of State and Local Government Series Securities, determined at the time that the bids were required to be submitted. SECTION 5. MODIFICATION UPON RECEIPT OF NOTE COUNSEL OPINION. Notwithstanding any provision of this Statement, if the County shall receive an opinion of Note Counsel that any specified action required under this Statement is no longer required or that some further or different action is required to maintain or assure the exclusion from federal gross income of interest with respect to the Note, the County may conclusively rely on such opinion in complying with the requirements of this Statement and the covenants herein shall be deemed to be modified to that extent. This Statement shall be amended or modified by the parties hereto in any manner which is necessary to comply with such regulations as may be promulgated by the United States Treasury Department from time to time. SECTION 6. ACCOUNTING FOR GROSS PROCEEDS. In order to perform the calculations required by the Code and the Regulations, it is necessary to track the investment and expenditure of all Gross Proceeds. To that end, the County must adopt reasonable and consistently applied methods of accounting for all Gross Proceeds. Appendix I hereto sets forth a description of the required allocation and accounting rules with which the County agrees to comply. SECTION 7. ADMINISTRATIVE COSTS OF INVESTMENTS. Except as otherwise provided in this Section 7, an allocation of Gross Proceeds to a payment or receipt on a Nonpurpose Investment is not adjusted to take into account any costs or expenses paid, directly or indirectly, to purchase, carry, sell or retire the Nonpurpose Investment (administrative costs). Thus, administrative costs generally do not increase the payments for, or reduce the receipts from, Nonpurpose Investments. In determining payments and receipts on Nonpurpose Investments, Qualified Administrative Costs are taken into account by increasing payments for, or reducing the A-13 receipts from,the Nonpurpose Investments. Qualified Administrative Costs are reasonable, direct administrative costs, other than carrying costs, such as separately stated brokerage or selling commissions, but not legal and accounting fees, recordkeeping, custody and similar costs. General overhead costs and similar indirect costs of the County such as employee salaries and office expenses and costs associated with computing Rebatable Arbitrage are not Qualified Administrative Costs. Allocation and accounting rules are provided in Appendix I attached hereto. A-14 APPENDIX I ALLOCATION AND ACCOUNTING RULES (a) General Rule. Any issuer may use any reasonable, consistently applied accounting method to account for Gross Proceeds, investments and expenditures of an issue. An accounting method is "consistently applied" if it is applied uniformly within a Fiscal Period (as hereinafter defined) and between Fiscal Periods to account for Gross Proceeds of an issue and any amounts that are in a commingled fund. (b) Allocation of Gross Proceeds to an Issue. Amounts are allocable to only one issue at a time as Gross Proceeds. Amounts cease to be allocated to an issue as Proceeds only when those amounts (i) are allocated to an expenditure for a governmental purpose; (ii) are allocated to Transferred Proceeds of another issue of obligations; or (iii) cease to be allocated to that issue at retirement of the issue or under the Universal Cap. (c) Allocation of Gross Proceeds to Investments. Upon the purchase or sale of a Nonpurpose Investment, Gross Proceeds of an issue are not allocated to a payment for that Nonpurpose Investment in an amount greater than, or to a receipt from that Nonpurpose Investment in an amount less than, the Fair Market Value of the Nonpurpose Investment as of the purchase or sale date. The Fair Market Value of a Nonpurpose Investment is adjusted to take into account Qualified Administrative Costs allocable to the investment. Thus, Qualified Administrative Costs increase the payments for, or decrease the receipts from, a Nonpurpose Investment. (d) Allocation of Gross Proceeds to Expenditures. Reasonable accounting methods for allocating funds from different sources to expenditures for the same governmental purpose include a "specific tracing" method, a "gross-proceeds-spent-first" method, a "first-in-first-out" method or a ratable allocation method, so long as the method used is consistently applied. An allocation of Gross Proceeds of an issue to an expenditure must involve a current outlay of cash for a governmental purpose of the issue. A current outlay of cash means an outlay reasonably expected to occur not later than five banking days after the date as of which the allocation of Gross Proceeds to the expenditure is made. (e) Commingled Funds. Any fund or account that contains both Gross Proceeds of an issue and amounts in excess of$25,000 that are not Gross Proceeds of that issue if the amounts in the fund or account are invested and accounted for collectively, without regard to the source of the funds deposited therein, constitutes a "commingled fund." All payments and receipts (including deemed payments and receipts) on investments held by a commingled fund must be allocated(but not necessarily distributed)among each different source of funds invested in the commingled fund in accordance with a consistently applied, reasonable ratable allocation method. Reasonable ratable allocation methods include, without limitation, methods that allocate payments and receipts in proportion to either Appendix I-1 (i) the average daily balances of the amounts in the commingled fund from each different source of funds during any consistent time period within its fiscal year,but at least quarterly (the "Fiscal Period"); or (ii) the average of the beginning and ending balances of the amounts in the commingled fund from each different source of funds for a Fiscal Period that does not exceed one month. Funds invested in the commingled fund may be allocated directly to expenditures for governmental purposes pursuant to a reasonable consistently applied accounting method. If a ratable allocation method is used to allocate expenditures from the commingled fund, the same ratable allocation method must be used to allocate payments and receipts on investments in the commingled fund. Generally, a commingled fund must treat all its investments as if sold at Fair Market Value either on the last day of the fiscal year or on the last day of each Fiscal Period. The net gains or losses from these deemed sales of investments must be allocated to each different source of funds invested in the commingled fund during the period since the last allocation. This mark-to-market requirement does not apply if(i) the remaining weighted average maturity of all investments held by a commingled fund during a particular fiscal year does not exceed 18 months, and the investments held by the commingled fund during that fiscal year consist exclusively of obligations; or (ii) the commingled fund operated exclusively as a reserve fund, sinking fund or replacement fund for two or more issues of the same issuer. Subject to the Universal Cap limitation, and the principle that amounts are allocable to only one issue at a time as Gross Proceeds, investments held by a commingled fund must be allocated ratably among the issues served by the commingled fund in proportion to either (i) the relative values of the bonds of those issues; (ii) the relative amounts of the remaining maximum annual debt service requirements on the outstanding principal amounts of those issues; or (iii) the relative original stated principal amounts of the outstanding issues. (f) Universal Cap. Amounts that would otherwise be Gross Proceeds allocable to an issue are allocated(and remain allocated)to the issue only to the extent that the Value of the Nonpurpose Investments allocable to those Gross Proceeds does not exceed the Value of all outstanding bonds of the issue. Nonpurpose Investments allocated to Gross Proceeds in a bona fide debt service fund for an issue are not taken into account in determining the Value of the Nonpurpose Investments, and those Nonpurpose Investments remain allocated to the issue. To the extent that the Value of the Nonpurpose Investments allocable to the Gross Proceeds of an issue exceed the Value of all outstanding bonds of that issue, an issuer should seek the advice of Note Counsel for the procedures necessary to comply with the Universal Cap. (g) Expenditure for Working Capital Purposes. Subject to certain exceptions,the Proceeds of an issue may only be allocated to "working capital expenditures" as of any date to the extent that those expenditures exceed "available amounts" as of that date (i.e., "proceeds-spent-last"). Appendix I-2 For purposes of this section, "working capital expenditures" include all expenditures other than "capital expenditures." "Capital expenditures" are costs of a type properly chargeable (or chargeable upon proper election) to a capital account under general federal income tax principles. Such costs include, for example, costs incurred to acquire, construct or improve land, buildings and equipment having a reasonably expected useful life in excess of one year. Thus, working capital expenditures include, among other things, expenditures for current operating expenses and debt service. For purposes of this section, "available amount" means any amount that is available to an issuer for working capital expenditure purposes of the type financed by the issue. Available amount excludes Proceeds of the issue but includes cash, investments and other amounts held in accounts or otherwise by an issuer for working capital expenditures of the type being financed by the issue without legislative or judicial action and without a legislative, judicial or contractual requirement that those amounts be reimbursed. Notwithstanding the preceding sentence, a "reasonable working capital reserve" is treated as unavailable. A working capital reserve is reasonable if it does not exceed five percent of the actual working capital expenditures of an issuer in the fiscal year before the year in which the determination of available amounts is made. For purpose of the preceding sentence only,in determining the working capital expenditures of an issuer for a prior fiscal year, any expenditures (whether capital or working capital expenditures) that are paid out of current revenues may be treated as working capital expenditures. The proceeds-spent-last requirement does not apply to expenditures to pay (i) any Qualified Administrative Costs; (ii) fees for qualified guarantees of the issue or payments for a qualified hedge for the issue; (iii) interest on the issue for a period commencing on the Issue Date and ending on the date that is the later of three years from the Issue Date or one year after the date on which the financed project is placed in service; (iv) the United States for yield reduction payments (including rebate payments) or penalties for the failure to meet the spend down requirements associated with certain spending exceptions to the rebate requirement; (v) costs, other than those described in (i) through (iv) above, that do not exceed five percent of the Sale Proceeds of an issue and that are directly related to capital expenditures financed by the issue(e.g., initial operating expenses for a new capital project); (vi) principal or interest on an issue paid from unexpected excess sale or Investment Proceeds; (vii) principal or interest on an issue paid from investment earnings on a reserve or replacement fund that are deposited in a bona fide debt service fund; and (viii) principal, interest or redemption premium on a prior issue and, for a crossover refunding issue, interest on that issue. Notwithstanding the preceding paragraph, the exceptions described above do not apply if the allocation merely substitutes Gross Proceeds for other amounts that would have been used to make those expenditures in a manner that gives rise to Replacement Proceeds. Appendix I-3 EXHIBIT B ISSUE PRICE CERTIFICATE The undersigned, on behalf of PNC BANK, NATIONAL ASSOCIATION (the "Purchaser"), hereby certifies as set forth below with respect to the purchase from Monroe County (the "Issuer") of its $15,560,000 Special Obligation Refunding Revenue Note, Series 2017 (the "Note"). Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to them in the Certificate as to Arbitrage and Certain other Tax Matters, dated July 31, 2019,to which this Issue Price Certificate is attached(the "Tax Certificate"). 1. Purchase of the Note. On the date of this certificate, the Purchaser is purchasing the Note for an amount equal to 100% of the aggregate principal amount thereof, $15,560,000. The Purchaser is not acting as an Underwriter with respect to the Note. The Purchaser has no present intention to sell, reoffer, or otherwise dispose of the Note (or any portion of the Note or any interest in the Note). The Purchaser has not contracted with any person pursuant to a written agreement to have such person participate in the initial sale of the Note and the Purchaser has not agreed with the Issuer pursuant to a written agreement to sell the Note to persons other than the Purchaser or a related party to the Purchaser. 2. Defined Terms. (a)Public means any person(including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (b) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Note to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Note to the Public(including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Note to the Public). The representations set forth in this certificate are limited to factual matters only that are in existence on the date hereof. Nothing in this certificate represents the Purchaser's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Note, and by Note B-1 Counsel in connection with rendering its opinion that the interest on the Note is excluded from gross income for federal income tax purposes,the preparation of the Internal Revenue Service Form 8038, and other federal income tax advice that it may give to the Issuer from time to time relating to the Note; provided, however, that the Purchaser (a) makes no representation as to the legal sufficiency of the representations of fact set forth herein and (b) makes no representation as to any conclusions of law made by Note Counsel. PNC BANK, NATIONAL ASSOCIATION, as Purchaser By: Vice President Dated: July 31, 2019 B-2 10 CERTIFICATE AS TO SPECIMEN NOTE I, Pamela J. Radloff, the undersigned Deputy Clerk of the Circuit Court of Monroe County, Florida and Ex-Officio Deputy Clerk of the Board of County Commissioners of Monroe County, Florida, DO HEREBY CERTIFY that attached hereto as Exhibit A is a specimen of the $15,560,000 Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019, dated as of July 31, 2019, in fully registered form, which specimen is identical in all respects with said Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 this day delivered to the initial purchaser thereof. IN WITNESS WHEREOF,I have hereunto set my hand as of the 31st day of July, 2019. Kevin Madok, Clerk of the Circuit Court of Monroe County,Florida and Ex-Officio Clerk of the Board of County Commissioners of Monroe County, Florida Pamela J. dloff, eputy Clerk UNITED STATES OF AMERICA STATE OF FLORIDA MONROE COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE, SERIES 2019 Interest Rate Date of Issuance Final Maturity Date Variable July 31, 2019 April 1, 2027 KNOW ALL MEN BY THESE PRESENTS, that Mon ;,..1 •, 1 t lorida (the "County"), for value received, hereby promises to pay, solel ro e 's • - .,• Valorem Revenues described in the within mentioned Agreement o he o '.: -r of PNC Bank, National Association, or its successors or assigns (the "► i.-ho o , ") thy.' •rincipal sum of FIFTEEN MILLION FIVE HUNDRED SIXTY T C S • . A 00/100 DOLLARS ($15,560,000.00) pursuant to that certain Loan Agree, ,-R t by . e(• s tween the Noteholder and the County, dated as of July 31, 2019 (the "Agre-" -`01," , . v • to pay interest on such outstanding principal amount hereof from th- > :1 ; • I U. set forth above, or from the most recent date to which interest has bee e.S•aid, ' $a -rest Rate per annum (calculated on a 30/360 day count basis) identifi- • a 0, e (su ',ec to adjustment as provided in the Agreement) on October 1 and Apr' • eac`r s-ar, ommencing on October 1, 2019, so long as any amount under this N•,e remains ou a° .nding. Principal of this Note shall be payable on April 1 of each ye.r, c )o mencin: on April 1, 2020, through and including the Maturity Date identified abt e. Q , inc., 1 payment schedule for this Note is set forth in definitive form on A.•l; dix ? ..tt.c -•' ereto. The principal and interest on this Note is payable in any coin or c a1r ncy o i he United States of America which, at the time of payment, is legal t: • k•r the<®. - ent of public and private debts. 40 This v e is ued under the authority of and in full compliance with the Constitutioc an• statu' ,:, a the State of Florida, including, particularly, Chapter 125, Florida Sta l -m,. a i a he applicable provisions of law, and Resolution No. 172-2019 duly adopted by the Board of County Commissioners of the County on July 17, 2019 (the "Resolution"), a Voch Resolution may be amended and supplemented from time to time, and is subject to all terms and conditions of the Resolution and the Agreement. Any capitalized term used in this Note and not otherwise defined shall have the meaning ascribed to such term in the Agreement. This Note is being issued to refinance the Prior Indebtedness (as defined in the Agreement). This Note is payable from the County's covenant to budget and appropriate legally available Non-Ad Valorem Revenues in the manner and to the extent provided and described in the Agreement. 1 This Note shall bear interest at the Interest Rate identified above on a 30/360 day count basis. Such Interest Rate is subject to adjustment as provided in 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 2019 Note upon any such adjustment. Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received)exceed the maximum rate of interest allowed under the State of Florida as presently in effect. All payments made by the County hereon shall apply first to fees, c• , late charges and accrued interest, and then to the principal amount then due t The County shall or may, as the case may be, p <-pay his ® e as provided in Sections 2.08 and 3.02 of the Agreement. This Note, when delivered by the County put-1110a t to "M ms of the Agreement and the Resolution, shall not be or constitute an indebt • : of e County or of the State of Florida, within the meaning of any cons'is . ; atu ry or charter limitations of indebtedness, but shall be payable from t 4 on- °.• em Revenues, in the manner and to the extent provided in the Agreem- • a • e R=.:• tion. The Noteholder shall never have the right to compel the exerci o e as` lore taxing power of the County or the State, or taxation in any form of a property e to pay the Note or the interest thereon. So long as any of thi `'•te 114 rem.; outstanding, the County shall maintain and keep books for the regis tiA ion . • tra of this Note. The Notehol a r _'_h , :. e . a interest in and to this Note and any amounts payable by the County b - nd.r may assigned and reassigned in the manner set forth in Section 3.04 ._ he '- 4(-ement. [Remainder of page intentionally left blank] 2 IN WITNESS WHEREOF, the County caused this Note to be signed by the manual signature of the Mayor and the seal of the County to be affixed hereto or imprinted or reproduced hereon, and attested by the manual signature of the Clerk or his designee, and this Note :s��''74;. 4 e Date of Issuance set forth above. 1.,, '7k MONROE COUNTY, FLORIDA (SEAL) 1 : , — _ z-1 C e `` ,;' _ _ By, %PLC4r l -/ /NIa r ATTEST: Kevin , . .. , Clerk .--4-11)4 A Deputy Clefk Approved as to Form and Legal Sufficiency: 4, e/ CCit.my Attorneys Office CA\ CliiiiildSiS) Appendix I Principal Repayment Schedule for the MONROE COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE, SERIES 2019 Principal Payment Date (April 1) Principal 2020 $ 575,000 2021 455,000 2022 470,000 2023 480,00 i 2024 490,00) 2025 51 ,01` F 2026 000 2027 12,0 i,Pik Cil:1111S/" ) 4 11 CROSS RECEIPT July 31, 2019 Board of County Commissioners of Monroe County, Florida Key West, Florida Dear Commissioners: We have deposited for your account the amount of$15,560,000.00 for payment of $15,560,000.00 aggregate principal amount of your Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 (the "Series 2019 Note"),received today from you by the undersigned, PNC Bank, National Association (the "Noteholder"). An amount equal to $15,500,000.00, together with other legally available moneys deposited with the Noteholder on or prior to the date hereof, shall be applied by the Noteholder to pay all amounts outstanding with respect to the Line of Credit Agreement dated as of February 1, 2018, between Monroe County, Florida (the "County") and the Noteholder. The remainder ($60,000.00) shall be wired directly to IBERIABANK for credit to the County's account. The undersigned, PNC Bank, National Association, hereby acknowledges receipt of said Series 2019 Note. PNC BANK, NATIONAL ASSOCIATION By: Vice President, P lic Finance Please acknowledge receipt of the foregoing deposit by signing and returning a copy of this letter. MONROE COUNTY, FLORIDA Kevin Madok, Clerk of the Circuit Court of Monroe County,Florida and Ex-Officio Clerk of the Board of County Commissioners of Monroe County, Florida Pamela J. Rad ff, pry Clerk Form 8038-G Information Return for Tax-Exempt Governmental Bonds I.Under Internal Revenue Code section 149(e) (Rev.September 2018) ►See separate instructions. OMB No.1545-0720 Department of the Treasury Caution:If the issue price is under$100,000,use Form 8038-GC. Internal Revenue Service ►Go to www.irs.gov/F8038G for instructions and the latest information. Part I Reporting Authority If Amended Return,check here ► ❑ 1 Issuer's name 2 Issuer's employer identification number(EIN) Monroe County,Florida 59-6000749 3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a Steven E.Miller,Esq.,Bond Counsel 813/281-2222 4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) do Nabors,Giblin&Nickerson, P.A.,2502 N.Rocky Point Drive 1060 1 3 1 I 6 City,town,or post office,state,and ZIP code 7 Date of issue Tampa,Florida 33607 07/31/2019 8 Name of issue 9 CUSIP number Monroe County,Florida Special Obligation Refunding Revenue Note,Series 2019 None 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other Instructions) employee shown on 10a Kevin Madok,Clerk of Circuit Court 305/292-3550 Part II Type of Issue (enter the issue price).See the instructions and attach schedule. 11 Education 11 12 Health and hospital 12 13 Transportation 13 14 Public safety 14 15 Environment(including sewage bonds) 15 16 Housing 16 17 Utilities 17 18 Other. Describe► RefundingNarious Governmental Purposes 18 15,560,000 00 19a If bonds are TANs or RANs,check only box 19a ► ❑ b If bonds are BANs,check only box 19b ► ❑ 20 If bonds are in the form of a lease or installment sale,check box 11- Part III Description of Bonds. Complete for the entire issue for which this form is being filed. (c)Stated redemption (d)Weighted(a)Final maturity date (b)Issue price price at maturity average maturity (a)Yield 21 04/01/2027 $ 15,560,000.00$ 15,560,000.00 6.7684 years Variable Part IV Uses of Proceeds of Bond Issue(including underwriters' discount) 22 Proceeds used for accrued interest 22 0 00 23 Issue price of entire issue(enter amount from line 21,column(b)) 23 15,560,000 00 24 Proceeds used for bond issuance costs(including underwriters'discount) 24 60,000 00 25 Proceeds used for credit enhancement 25 0 00 26 Proceeds allocated to reasonably required reserve or replacement fund 26 0 00 27 Proceeds used to refund prior tax-exempt bonds.Complete Part V . . 27 15,500,000 00 28 Proceeds used to refund prior taxable bonds.Complete Part V . . . 28 0 00 29 Total(add lines 24 through 28) 29 15,560,000 00 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . 30 0 00 Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► 2.029 years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► N/A years 33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/YYYY) . . ► 07/31/2019 34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY) 02/01/2018 For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2018) Form 8038-G(Rev.9-2018) Page 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC).See instructions 36a b Enter the final maturity date of the GIC►(MM/DD/YYYY) c Enter the name of the GIC provider 0- 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units 37 38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑ and enter the following information: b Enter the date of the master pool bond►(MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond► d Enter the name of the issuer of the master pool bond► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . ► ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box ► ❑ 41a If the issuer has identified a hedge, check here► ❑ and enter the following information: b Name of hedge provider► c Type of hedge► d Term of hedge► 42 If the issuer has superintegrated the hedge, check box ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations(see instructions),check box ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148,check box ► El 45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount of reimbursement ► b Enter the date the official intent was adopted►(MM/DD/YYYY) Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and belief,the are true,correct, complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to and process thi turn,to the perso at I hav thorized above. Consent ALL( 'J // � O.Z/31/2019 Sylvia Murphy,Mayor Sign re of issuer's au o zed represen ative `7 _Date Type or print name and title Paid Print/Type preparer's name (Prep r'�ignat !1,/ Date Check El if PTIN Preparer Steven E.Miller, Esq. �—�I( L 07/31/2019 self-employed P01236498 Use Only Firm's name P. Nabors,Giblin&Nickerson,P.A. Firm's EIN ► 59-2427540 Firm's address P. 2502 N.Rocky Point Drive,Suite 1060,Tampa,FL 33607 Phone no. 813/281-2222 Form 8038-G(Rev.9-2018) Notice Of Sale Printed On:7/10/2019 3:58:51PM Bond issue name: Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 Sale date: 07/31/2019 Closing date: 07/31/2019 Submitted by: egianfrancesco@ngn-tampa.com Submission date: 07/10/2019 Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 Submit Date:7/31/2019 Printed On:7/31/2019 9:51:57AM issuer Name of Governmental Unit: Monroe County, Florida Mailing Address of Governmental Unit or its Manager: 500 Whitehead Street Address 2: [blank] City: State: Zip Code: Key West FL 33040 Counties in which governmental unit has jurisdiction: Monroe Type of Issuer: County Is the Issuer a Community Development District? No Bond Information Bond Issue Detail(s): Name of Bond Issue Amount Issued Interest Calculation Yield onroe County, Florida Special Obligation Refunding $15,560,000.00 Arbitrage Yield Variable ;.venue Note, Series 2019 Amount Authorized: $35,500,000.00 Dated Date: 07/31/2019 Sale Date: 07/31/2019 Delivery Date: 07/31/2019 Legal Authority For Issuance: Ch. 125, F.S. Type Of Issue: Bank Loan/Line of Credit Is this a Private Activity Bond? No Specific Revenue(s)Pledged: Primary: Annual Appropriation Secondary: None Purpose(s)of the Issue: Primary: Refunding Secondary: None this a Refunding Issue? Page 1 of 4 Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 Submit Date:7/31/2019 Printed On:7/31/2019 9:51:57AM Bond Refunding Issue Detail(s): Name of Refunding Issue Dated Date Original Par Value Par Value Refunded Monroe County, Florida Tax-Exempt Master Revenue Note 02/01/2018 $40,000,000.00 $35,000,000.00 (PNC Bank, National Association Line of Credit), Series 2018 Refunded Debt has been: Retired Did the Refunding Issue contain New Money? No Type of sale: Negotiated Private Placement Insurance/Enhancements: No Credit Enhancement Rating(s): Moody's: NR S&P: NR Fitch: NR Other: [blank] Debt Service schedule provided by: Email Optional Redemption Provisions provided by: Email ''articipants Provide the name and address of the Senior Managing Underwriter or Sole Purchaser. Underwriter: PNC Bank, National Association Mailing Address of Underwriter: 16740 San Carlos Boulevard Address 2: [blank] City: State: Zip Code: Fort Myers FL 33908 Co-Underwriter: None Provide the names and addresses of any attorneys who advised the unit of local government with respect to the bond issue. Bond Counsel: Nabors, Giblin&Nickerson Mailing Address of Bond Counsel: 2502 N. Rocky Point Drive Address 2: Suite 1060 �•ty: State: Postal Code: impa FL 33607 Page 2 of 4 Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 ,__Submit Date:7/31/2019 Printed On:7/31/2019 9:51:57AM co-Bond Counsel: None Provide the names and addresses of any financial consultant who advised the unit of local government with respect to the bond issue. Financial Advisor/Consultant: Public Financial Management Inc. Mailing Address of Financial Advisor/Consultant: 2222 Ponce De Leon Boulevard Address 2: Third Floor City: State: Zip Code: Coral Gables FL 33134 Co-Financial Advisor/Consultant: None Paying Agent: None Registrar: None Fees 'as any fee,bonus,or gratuity been paid by any underwriter or financial consultant,in connection with the bond sue,to any person not regularly employed or engaged by such underwriter or consultant? Fees Paid: Company Name Fee Paid Service provided or function served [blank] Have any other fees been paid by the unit of local government with respect to the bond issue,including any fee paid to attorneys of financial consultants? Total Bond Counsel Fees Paid: $21,950.00 Total Financial Advisor Fees Paid: $15,000.00 Other Fees Paid: Company Name Fee Paid Service Provided or Function Served Bryant Miller Olive P.A. $11,500.00 Bank Counsel Filing of this form has been authorized by the official of the issuer identified below: Name: Kevin Madok, Clerk of the Circuit Court Title: Governmental Officer primarily responsible for coordinating issuance of the bonds Page 3 of 4 Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 Submit Date:7/31/2019 Printed On:7/31/2019 9:51:57AM Fees charged by Underwriter: Management Fee(per thousand par value): $0.00 OR Private Placement Fee: $0.00 Underwriter's expected gross spread(per thousand par value): $0.00 Respondent For additional information,the Division of Bond Finance should contact: Name: Steven E. Miller Title: Bond Counsel Phone: 813-281-2222 Company: Nabors, Giblin&Nickerson, P. Mailing Address of Respondent: 502 N. Rocky Point Drive :Address 2: Suite 1060 City: State: Zip Code: Tampa FL 33607 Information relating to party completing this form(if different from above): Name: [blank] Title: [blank] Phone: [blank] Company: [blank] Mailing Address: [blank] Address 2: [blank] City: State: Zip Code: [blank] [blank] [blank] -ontinuinq Disclosure Is the issuer required to provide continuing disclosure information in accordance with SEC Rule 15C2-12? No Page 4 of 4 TALLAHASSEE 15 1500 Mahan Drive Nab ors Suite 200 TAMPA Tallahassee,Florida 32308 2502 Rocky Point Drive • • (850)224-4070 Tel Suite 1060 (850)224-4073 Fax Giblin Tampa,Florida 33607 (813)281-2222 Tel • FORT LAUDERDALE (813)281-0129 Fax I1i cJers o n P.A. 110 East Broward Boulevard Suite 1700 ATTORNEYS A T LAW Fort Lauderdale,Florida 33301 (954)315-3852 Tel July 31, 2019 • Board of County Commissioners of Monroe County Key West, Florida Commissioners: We have examined a record of proceedings relating to the issuance of$15,560,000 principal amount of the Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 (the "Series 2019 Note") pursuant to the Loan Agreement dated as of July 31, 2019 (the "Agreement"), between Monroe County, Florida (the "County") and PNC Bank,National Association (the "Noteholder"). The Series 2019 Note is issued under the authority of and pursuant to the Laws Of the State of Florida, including particularly, Chapter 125, Florida Statutes, and Resolution No. 172-2019 duly adopted by the Board of County Commissioners of Monroe County, Florida (the "County") on July 17, 2019 (the "Resolution"). The Series 2019 Note is dated July 31, 2019. The Series 2019 Note has a final maturity of April 1, 2027. The Series 2019 Note shall bear interest at the rate described in the Agreement. The Series 2019 Note is subject to mandatory and optional prepayment prior to maturity in accordance with the terms of the Agreement. The Series 2019 Note is in the form of one fully registered Series 2019 Note. The Series 2019 Note is being-issued for the principal purpose of refinancing • amounts outstanding under the County's existing line of credit with the Noteholder (the "Prior Indebtedness"). A sufficient amount of proceeds of the Series 2019 Note, together with other legally available moneys of the County, shall be deposited with the Noteholder on the date hereof to pay all amounts owing with respect to the Prior Indebtedness. As to questions of fact material to our opinion, we have relied upon the representations of the County contained in the Resolution and the Agreement and in the certified proceedings related thereto and to the issuance of the Series 2019 Note and other certifications of public officials furnished to us in connection therewith without undertaking to verify the same by independent investigation. Furthermore, we have assumed continuing compliance with the covenants and agreements contained in the Board of County Commissioners July 31, 2019 of Monroe County, Florida Page 2 Resolution and the Agreement. We have not undertaken an independent audit, examination, investigation or inspection of the matters described or contained in any agreements, documents, certificates, representations and opinions relating to the Series 2019 Note, and have relied solely on the facts, estimates and circumstances described and set forth therein. In our examination of the foregoing, we have assumed the genuineness of signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. Based on the foregoing, under existing law, we are of the opinion that: 1. The County is a duly created and validly existing political subdivision under the laws of the State of Florida. 2. The County has the right and power under the Constitution and Laws of the State' of Florida to adopt the Resolution and execute and deliver the Agreement; the Resolution has been duly and lawfully adopted by the County; the Agreement has been duly and lawfully executed and delivered by the County; assuming the Agreement has been duly and lawfully executed and delivered by the Noteholder, each are in full force and effect in accordance with their respective terms and are valid and binding upon the County and enforceable in accordance with their respective terms, and no other authorization for the Resolution or the Agreement is required. 3. The County is duly authorized and entitled to issue the Series 2019 Note, and the Series 2019 Note has been duly and validly authorized and issued by the County in accordance with the Constitution and Laws of the State of Florida, the Resolution and the Agreement. The Series 2019 Note constitutes a valid and binding obligation of the County as provided in the Resolution and the Agreement, is enforceable in accordance with its terms and the terms of the Resolution and the Agreement, and is entitled to the benefits of the Resolution, the Agreement, and the laws pursuant to which it is issued. The Series 2019 Note does not constitute a general indebtedness of the County or the State of Florida or any agency, department or political subdivision thereof, or a pledge of the faith and credit of such entities, but is payable from Non-Ad Valorem Revenues (as defined in the Agreement) in the manner and to the extent provided in the Resolution and the Agreement. No holder of the Series 2019 Note shall ever have the right to compel the exercise of any ad valorem taxing power of the County or the State of Florida or any political subdivision, agency or department thereof to pay the Series 2019 Note. 4. The County has covenanted and agreed in the Agreement to appropriate in ' its annual budget for each Fiscal Year (as defined in the Agreement) in which any amounts Board of County Commissioners July 31, 2019 of Monroe County, Florida Page 3 due under the Agreement or with respect to the Series 2019 Note remain unpaid or outstanding, by amendment, if necessary, from Non-Ad Valorem Revenues amounts sufficient to pay principal of and interest on the Series 2019 Note and any other amounts payable thereunder, when due. Such covenant and agreement on the part of the County to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the County, the County does not covenant to maintain any services or programs, now provided or maintained by the County, which generate Non-Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Revenues, nor, subject to the provisions of the Agreement, does it preclude the County from pledging in the future its Non-Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non-Ad Valorem Revenues, nor does it give any holder of the Series 2019 Note a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the County. Such covenant to budget and appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However,the covenant to budget and appropriate for the purposes and in the manner stated in the Agreement shall have the effect of making available for the payment of the Series 2019 Note, in the manner described in the Agreement, Non-Ad Valorem Revenues and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under the Agreement; subject, however, in all respects to the restrictions of Section 129.07, Florida Statutes, which generally provide that the governing body of each county may only make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are legally mandated by applicable law. 5. Under existing statutes, regulations, rulings and court decisions, the interest on the Series 2019 Note (a) is excluded from gross income for federal income tax purposes and (b) is not an item of tax preference for purposes of the federal alternative minimum tax. The opinions set forth in this paragraph are subject to the condition that the County comply with all requirements of the Internal Revenue Code of 1986, as amended,that must be satisfied subsequent to the issuance of the Series 2019 Note in order that interest thereon Board of County Commissioners July 31, 2019 of Monroe County, Florida Page 4 be (or continues to be) excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements could cause the interest on the Series 2019 Note to be so included in gross income retroactive to the date of issuance of the Series 2019 Note. The County has covenanted in the Agreement to comply with all such requirements. Ownership of the Series 2019 Note may result in collateral federal tax consequences to certain taxpayers. We express no opinion regarding such federal tax consequences arising with respect to the Series 2019 Note. We have not been engaged or undertaken to review the accuracy, sufficiency or completeness of any offering or disclosure material relating to the Series 2019 Note and we express no opinion relating thereto. We have not been engaged or undertaken to review the compliance with any federal or state law with regard to the sale of the Series 2019 Note and we express no opinion relating thereto. The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent that the enforceability of the Resolution, the Agreement and the Series 2019 Note may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. The opinions set forth herein are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the federal income tax laws of the United States of America. The only opinions rendered hereby shall be those expressly stated as such herein, and no opinion shall be implied or inferred as a result of anything contained herein or omitted herefrom. • This opinion is given as of the date hereof and we assume no obligation to update, revise or supplement this opinion to reflect any facts and circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We have examined the form of the Series 2019 Note and, in our opinion, the form of the Series 2019 Note is regular and proper. Respectfully submitted, #:41-771.42 V71/7.A.G4,444044., TALLAHASSEE 1500 Mahan Drive 16 TAMPA Nab o rs Suite 200 Tallahassee,Florida 32308 2502 Rocky Point Drive • • (850)224-4070 Tel Suite 1060 (850)224-4073 Fax Cj Tampa,Florida 33607 \i Yn (813)281-2222019 Tel •Nickerson EasFORt coward Boulevard (813)281-0129 Fax 110 East Broward Boulevard P A Suite 1700 ATTORNEYS A T LAW Fort Lauderdale,Florida 33301 (954)315-3852 Tel July 31, 2019 PNC Bank, National Association Fort Myers, Florida Re: $15,560,000 Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 Dear Sir or Madam: We have acted as Bond Counsel to Monroe County, Florida (the "County") in connection with the issuance by the County of$15,560,000 principal amount of the Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 (the "Note") pursuant to Resolution No. 172-2019 adopted by the Board of County Commissioners of the County on July 17, 2019, and the Loan Agreement, dated as of July 31, 2019, between you and the County (the "Agreement"), and we have participated in various proceedings relating thereto. Of even date herewith, we have also delivered to the County our approving opinion as Bond Counsel with respect to the Note. This letter will confirm that you may rely on such opinion as if it were addressed to you; provided, however, no attorney-client relationship has existed or exists between our firm and yours in connection with the Note and by virtue of this letter or our approving opinion. This letter is delivered to you solely for your benefit as the initial purchaser of the Note and may not be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. We are also of the opinion that the Note is not subject to the registration requirement of the Securities Act of 1933, as amended, and the Resolution and the Agreement are each exempt from qualification under the Trust Indenture Act of 1939, as amended. _ This letter is furnished by us in our capacity as Bond Counsel for the County and not as counsel to any other person. Very truly yours, County of Monroe sx40'1*.r 1BOAoRDIOF COUJ. mNTD1COMMISSIONERS f' Mayor Pro Tern Danny L.Kolhage,District 1 y The Florida Keys r Michelle Coldiron,District 2 F. Heather Carruthers,District 3 David Rice,District 4 Robert B.Shillinger,County Attorney** Pedro J.Mercado,Assistant County Attorney** Office of the County Attorney Cynthia L.Hall,Assistant County Attorney** 1111 12'Street,Suite 408 Christine Limbert-Barrows,Assistant County Attorney** Key West,FL 33040 Derek V.Howard,Assistant County Attorney** (305)292-3470—Phone Steven T.Williams,Assistant County Attorney** (305)292-3516—Fax Peter H.Morris,Assistant County Attorney** Patricia Eables,Assistant County Attorney Chris Ambrosio,Assistant County Attorney** Paunece Scull,Assistant County Attorney **Board Certified in City,County&Local Govt.Law July 31, 2019 Board of County Commissioners of Monroe County, Florida Key West, Florida PNC Bank, National Association Fort Myers, Florida Re: $15,560,000 Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 Ladies and Gentlemen: I am an Assistant County Attorney for Monroe County,Florida, a political subdivision of the State of Florida (the "County"), and am providing this opinion in connection with the issuance of the County's $15,560,000 Monroe County, Florida Special Obligation Refunding Revenue Note, Series 2019 (the "Series 2019 Note") and the execution and delivery of the Loan Agreement dated as of July 31, 2019 (the "Agreement"), between the County and PNC Bank,National Association(the "Noteholder"). The Series 2019 Note has been issued to the Noteholder. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Agreement or Resolution No. 172-2019 adopted by the Board of County Commissioners of Monroe County (the "Board") on July 17, 2019 (the "Resolution"). Based on the foregoing, I am of the opinion that: 1. The County is a duly created and validly existing political subdivision of the State of Florida and had and has good right and lawful authority under the Constitution and laws of the State to adopt the Resolution, enter into the Agreement, and to authorize and issue the Series 2019 Note. 2. The Resolution has been duly adopted by the County and is in full force and effect and, subject to the extent that the enforceability of the rights and remedies set forth therein, may be limited by bankruptcy, insolvency or other laws affecting creditors' rights, constitutes a valid and binding obligation of the County enforceable in accordance with its terms. 3. The Issuer has duly authorized, executed and delivered the Agreement and assuming the due authorization, execution and delivery of the Agreement by the Noteholder, the Agreement constitutes a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms (except as enforcement thereof may be limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors' rights generally or by such principles of equity as the court having jurisdiction may impose with respect to certain remedies which require, or may require, enforcement by a court of equity). 4. The Series 2019 Note was duly executed and delivered by the Issuer under the authority and pursuant to the provisions of Chapter 125, Florida Statutes, as amended, and other applicable provisions of law (collectively, the "Act"), and under the authority and direction of the Resolution and the Agreement. 5. The adoption of the Resolution, the execution and delivery of the Agreement and the issuance of the Series 2019 Note and compliance with the provisions thereof will not conflict with or constitute a material breach of or default under any existing law, administrative regulation, court decree, resolution or agreement to which the County is subject and the County has the power and authority to budget and appropriate Non-Ad Valorem Revenues to pay debt service on the Series 2019 Note to the extent and in the manner provided in the Agreement and to pay the Series 2019 Note and interest thereon in accordance with the terms thereof. 6. To the best of my knowledge after due inquiry, all approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the County of its obligations under the Resolution, the Agreement and the Series 2019 Note have been obtained and are in full force and effect. 7. As of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best of my knowledge, threatened against the County, affecting or seeking to prohibit,restrain or enjoin the sale, issuance or delivery of the Series 2019 Note or the execution of the Agreement or the adoption of the Resolution or the collection of Non- Ad Valorem Revenues to pay the principal of, premium, if any, and interest on the Series 2019 Note, or contesting or affecting as to the County the validity or enforceability of the Act in any respect relating to authorization for the issuance of the Series 2019 Note, the Resolution, the Agreement or contesting the tax-exempt status of interest on the Series 2019 Note, or contesting the powers of the County or any authority for the issuance of the Series 2019 Note, or the execution of the Agreement, or the issuance of the Series 2019 Note or the adoption of the Resolution or, except as has been disclosed in writing to the Noteholder, which could materially adversely impact the financial condition of the County. All of the above opinions as to enforceability of the legal obligations of the County are subject to and limited by bankruptcy, insolvency,reorganization, moratorium and similar laws, in each case relating to or affecting the enforcement of creditors' rights generally, and other general principles of equity. Very truly yours, etril_ Cynthia L. Hall pfm SOURCES AND USES OF FUNDS Monroe County One-Cent Infrastructure Sales Surtax 2019 PNC Line of Credit Term-Out Final Numbers($15.5M outstanding balance) Floating Rate Option-25 Year Amortization with 8 Year Term Rate is 80%of 1-Month LIBOR+0.86%(1ML of 2.266%Reported as of July 24,2019) Loan Provider: PNC Bank Dated Date 07/31/2019 Delivery Date 07/31/2019 2019 PNC Loan Sources: Term Out Bond Proceeds: Par Amount 15,560,000.00 15,560,000.00 2019 PNC Loan Uses: Term Out Project Fund Deposits: PNC Payoff-Balance 15,500,000.00 Delivery Date Expenses: Cost of Issuance 60,000.00 15,560,000.00 Jul 26,2019 9:46 am Prepared by PFM Financial Advisors, LLC Page 1 pfm BOND SUMMARY STATISTICS Monroe County One-Cent Infrastructure Sales Surtax 2019 PNC Line of Credit Term-Out Final Numbers($15.5M outstanding balance) Floating Rate Option-25 Year Amortization with 8 Year Term Rate is 80%of 1-Month LIBOR+0.86%(1 ML of 2.266%Reported as of July 24, 2019) Loan Provider: PNC Bank Dated Date 07/31/2019 Delivery Date 07/31/2019 First Coupon 10/01/2019 Last Maturity 04/01/2027 Arbitrage Yield 2.673324% True Interest Cost(TIC) 2.673324% Net Interest Cost(NIC) 2.673000% All-In TIC 2.736580% Average Coupon 2.673000% Average Life(years) 6.768 Weighted Average Maturity(years) 6.768 Duration of Issue(years) 6.192 Par Amount 15,560,000.00 Bond Proceeds 15,560,000.00 Total Interest 2,815,111.62 Net Interest 2,815,111.62 Total Debt Service 18,375,111.62 7-- Maximum Annual Debt Service 12,392,631.12 Average Annual Debt Service 2,395,885.62 Underwriter's Fees(per$1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average PV of 1 bp Bond Component Value Price Coupon Life change Bond Component 15,560,000.00 100.000 2.673% 6.768 9,533.50 15,560,000.00 6.768 9,533.50 All-In Arbitrage TIC TIC Yield Par Value 15,560,000.00 15,560,000.00 15,560,000.00 +Accrued Interest +Premium(Discount) -Underwriter's Discount -Cost of Issuance Expense -60,000.00 -Other Amounts Target Value 15,560,000.00 15,500,000.00 15,560,000.00 Target Date 07/31/2019 07/31/2019 07/31/2019 Yield 2.673324% 2.736580% 2.673324% Jul 26,2019 9:46 am Prepared by PFM Financial Advisors, LLC Page 2 pfm , BOND PRICING • Monroe County One-Cent Infrastructure Sales Surtax 2019 PNC Line of Credit Term-Out Final Numbers($15.5M outstanding balance) Floating Rate Option-25 Year Amortization with 8 Year Term Rate is 80%of 1-Month LIBOR+0.86%(1 ML of 2.266%Reported as of July 24,2019) Loan Provider: PNC Bank Maturity Bond Component Date Amount Rate Yield Price Bond Component: 04/01/2020 575,000 2.673% 2.673% 100.000 04/01/2021 455,000 2.673% 2.673% 100.000 04/01/2022 470,000 2.673% 2.673% 100.000 04/01/2023 480,000 2.673% 2.673% 100.000 04/01/2024 490,000 2.673% 2.673% 100.000 04/01/2025 505,000 2.673% 2.673% 100.000 04/01/2026 515,000 2.673% 2.673% 100.000 04/01/2027 12,070,000 2.673% 2.673% 100.000 15,560,000 Dated Date 07/31/2019 Delivery Date 07/31/2019 First Coupon 10/01/2019 Par Amount 15,560,000.00 Original Issue Discount Production 15,560,000.00 100.000000% Underwriter's Discount Purchase Price 15,560,000.00 100.000000% Accrued Interest Net Proceeds 15,560,000.00 Jul 26,2019 9:46 am Prepared by PFM Financial Advisors, LLC Page 3 pfm BOND DEBT SERVICE Monroe County One-Cent Infrastructure Sales Surtax 2019 PNC Line of Credit Term-Out Final Numbers($15.5M outstanding balance) Floating Rate Option-25 Year Amortization with 8 Year Term Rate is 80%of 1-Month LIBOR+0.86%(1 ML of 2.266%Reported as of July 24, 2019) Loan Provider: PNC Bank Period Ending Principal Coupon Interest Debt Service 09/30/2020 575,000 2.673% 278,434.54 853,434.54 09/30/2021 455,000 2.673% 400,549.06 855,549.06 09/30/2022 470,000 2.673% 388,386.92 858,386.92 09/30/2023 480,000 2.673% 375,823.82 855,823.82 09/30/2024 490,000 2.673% 362,993.40 852,993.40 09/30/2025 505,000 2.673% 349,895.70 854,895.70 09/30/2026 515,000 2.673% 336,397.06 851,397.06 09/30/2027 12,070,000 2.673% 322,631.12 12,392,631.12 15,560,000 2,815,111.62 18,375,111.62 Jul 26,2019 9:46 am Prepared by PFM Financial Advisors, LLC Page 4 pfrn i BOND DEBT SERVICE Monroe County One-Cent Infrastructure Sales Surtax 2019 PNC Line of Credit Term-Out Final Numbers($15.5M outstanding balance) Floating Rate Option-25 Year Amortization with 8 Year Term Rate is 80%of 1-Month LIBOR+0.86%(1 ML of 2.266%Reported as of July 24, 2019) Loan Provider: PNC Bank Period Annual Ending Principal Coupon Interest Debt Service Debt Service 10/01/2019 70,475.13 70,475.13 04/01/2020 575,000 2.673% 207,959.41 782,959.41 09/30/2020 853,434.54 10/01/2020 200,274.53 200,274.53 04/01/2021 455,000 2.673% 200,274.53 655,274.53 09/30/2021 855,549.06 10/01/2021 194,193.46 194,193.46 04/01/2022 470,000 2.673% 194,193.46 664,193.46 09/30/2022 858,386.92 10/01/2022 187,911.91 187,911.91 04/01/2023 480,000 2.673% 187,911.91 667,911.91 09/30/2023 855,823.82 10/01/2023 181,496.70 181,496.70 04/01/2024 490,000 2.673% 181,496.70 671,496.70 09/30/2024 852,993.40 10/01/2024 174,947.85 174,947.85 04/01/2025 505,000 2.673% 174,947.85 679,947.85 09/30/2025 854,895.70 10/01/2025 168,198.53 168,198.53 04/01/2026 515,000 2.673% 168,198.53 683,198.53 09/30/2026 851,397.06 10/01/2026 161,315.56 161,315.56 04/01/2027 12,070,000 2.673% 161,315.56 12,231,315.56 09/30/2027 12,392,631.12 15,560,000 2,815,111.62 18,375,111.62 18,375,111.62 Jul 26,2019 9:46 am Prepared by PFM Financial Advisors, LLC Page 5 pfm BOND DEBT SERVICE Monroe County One-Cent Infrastructure Sales Surtax 2019 PNC Loan Term Out Period Ending Principal Coupon Interest Debt Service 09/30/2020 575,000 2.673% 278,434.54 853,434.54 09/30/2021 455,000 2.673% 400,549.06 855,549.06 09/30/2022 470,000 2.673% 388,386.92 858,386.92 09/30/2023 480,000 2.673% 375,823.82 855,823.82 09/30/2024 490,000 2.673% 362,993.40 852,993.40 09/30/2025 505,000 2.673% 349,895.70 854,895.70 09/30/2026 515,000 2.673% 336,397.06 851,397.06 09/30/2027 12,070,000 2.673% 322,631.12 12,392,631.12 15,560,000 2,815,111.62 18,375,111.62 Jul 26,2019 9:46 am Prepared by PFM Financial Advisors, LLC Page 6 pfm BOND DEBT SERVICE Monroe County One-Cent Infrastructure Sales Surtax 2019 PNC Loan Term Out Period Annual Ending Principal Coupon Interest Debt Service Debt Service 10/01/2019 70,475.13 70,475.13 04/01/2020 575,000 2.673% 207,959.41 782,959.41 09/30/2020 853,434.54 10/01/2020 200,274.53 200,274.53 04/01/2021 455,000 2.673% 200,274.53 655,274.53 09/30/2021 855,549.06 10/01/2021 194,193.46 194,193.46 04/01/2022 470,000 2.673% 194,193.46 664,193.46 09/30/2022 858,386.92 10/01/2022 187,911.91 187,911.91 04/01/2023 480,000 2.673% 187,911.91 667,911.91 09/30/2023 855,823.82 10/01/2023 181,496.70 181,496.70 04/01/2024 490,000 2.673% 181,496.70 671,496.70 09/30/2024 852,993.40 10/01/2024 174,947.85 174,947.85 04/01/2025 505,000 2.673% 174,947.85 679,947.85 09/30/2025 854,895.70 10/01/2025 168,198.53 168,198.53 04/01/2026 515,000 2.673% 168,198.53 683,198.53 09/30/2026 851,397.06 10/01/2026 161,315.56 161,315.56 %— 04/01/2027 12,070,000 2.673% 161,315.56 12,231,315.56 09/30/2027 12,392,631.12 —._J 15,560,000 2,815,111.62 18,375,111.62 18,375,111.62 r Jul 26,2019 9:46 am Prepared by PFM Financial Advisors, LLC Page 7 pfm COST OF ISSUANCE Monroe County One-Cent Infrastructure Sales Surtax 2019 PNC Line of Credit Term-Out Final Numbers($15.5M outstanding balance) Floating Rate Option-25 Year Amortization with 8 Year Term Rate is 80%of 1-Month LIBOR+0.86%(1 ML of 2.266%Reported as of July 24,2019) Loan Provider: PNC Bank Cost of Issuance $/1000 Amount Bond Counsel Fee 1.41067 21,950.00 Bond Counsel Expenses 0.32134 5,000.00 Financial Advisor 0.96401 15,000.00 Financial Advisor Expenses 0.06427 1,000.00 Bank Counsel 0.73907 11,500.00 Miscellaneous 0.35668 5,550.00 3.85604 60,000.00 Jul 26,2019 9:46 am Prepared by PFM Financial Advisors, LLC Page 8 pfm FORM 8038 STATISTICS Monroe County One-Cent Infrastructure Sales Surtax 2019 PNC Line of Credit Term-Out Final Numbers($15.5M outstanding balance) Floating Rate Option-25 Year Amortization with 8 Year Term Rate is 80%of 1-Month LIBOR+0.86%(1ML of 2.266%Reported as of July 24, 2019) Loan Provider: PNC Bank Dated Date 07/31/2019 Delivery Date 07/31/2019 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 04/01/2020 575,000.00 2.673% 100.000 575,000.00 575,000.00 04/01/2021 455,000.00 2.673% 100.000 455,000.00 455,000.00 04/01/2022 470,000.00 2.673% 100.000 470,000.00 470,000.00 04/01/2023 480,000.00 2.673% 100.000 480,000.00 480,000.00 04/01/2024 490,000.00 2.673% 100.000 490,000.00 490,000.00 04/01/2025 505,000.00 2.673% 100.000 505,000.00 505,000.00 04/01/2026 515,000.00 2.673% 100.000 515,000.00 515,000.00 04/01/2027 12,070,000.00 2.673% 100.000 12,070,000.00 12,070,000.00 15,560,000.00 15,560,000.00 15,560,000.00 Stated Weighted Maturity Interest Issue Redemption Average , Date Rate Price at Maturity Maturity Yield Final Maturity 04/01/2027 2.673% 12,070,000.00 12,070,000.00 Entire Issue 15,560,000.00 15,560,000.00 6.7684 2.6733% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 60,000.00 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00 Jul 26,2019 9:46 am Prepared by PFM Financial Advisors, LLC Page 9 2222 Ponce de Leon Blvd 786-671-7481 pfm 3rdFloor Co www.pfm.com Coral Gables,FL 33134 CLOSING MEMORANDUM TO: Working Group FROM: PFM Financial Advisors LLC DATE: July 31,2019 RE: Monroe County,Florida Special Obligation Refunding Revenue Note,Series 2019 (the "Series 2019 Note") Closing Wiring Instructions I. SCHEDULE Pre-Closing Date: Monday,July 29, 2019 Time: 10:00 AM Location: Murray Nelson Government Center, 102050 Overseas Hwy,Key Largo, FL 33037 Mayor's Conference Room(2nd floor,Room 234) Closing Date: Wednesday,July 31, 2019 Time: Approximately 10:30 am. An e-mail will be sent to the working group upon confirmation of receipt of funds and document signatures. II. AMOUNTS DUE AT CLOSING OF SERIES 2019 NOTE Par Amount(Purchase Price) $15,560,000.00 Net Purchase Price $15,560,000.00 pfni Closing Memorandum Monroe County,FL Series 2019 Page 2 III. SOURCES AND USES Sources: Par Amount $15,560,000.00 Cash Deposit towards Accrued Interest 490,366.16 Sources Total $16,050,366.16 Uses: PNC Loan Pay-Off Amount(Principal) $15,500,000.00 Accrued Interest 490,366.16 Costs of Issuance 60,000.00 Uses Total $16,050,366.16 IV.WIRE &TRANSFERS: A. From PNC Bank,National Association ("PNC Bank") PNC Bank will internally transfer $15,500,000.00. This amount will serve to pay off the full amount of principal outstanding under the line of credit. (Loan Obligation No. 607804803/Facility: 0010896211) B. From PNC Bank,serving as Note Provider,to Monroe County PNC Bank will wire a total of$60,000.00 to Monroe County. This amount represents the amount used to pay costs of issuance totaling $60,000.00. Wire instructions for this transfer are as follows: Wiring Instructions: Iberia Bank ABA: 265270413 Acct#: 20001154052 Acct Name: General Depository Ref:Monroe County, FL Special Obligation Refunding Revenue Note,2019 **Please give Pam Radloff 24 hours'notice prior to the wire transfer so she can notify the bank. Her phone number is (305)292-3560 and email is pradloff@monroe-clerk.com.** pfrn Closing Memorandum Monroe County,FL Series 2019 Page 3 C. From Monroe County,FL (Issuer)to PNC Bank Monroe County will wire $490,366.16 to PNC Bank on July 30, 2019. This amount will serve to pay off the full amount of accrued interest outstanding under the line of credit.Wire instructions for this transfer are as follows: Wiring Instructions PNC Bank, National Association Pittsburgh,PA ABA 043-000-096 BNF: Commercial Loans Acct# 130760016803 Ref:MONROE COUNTY FLORIDA 607804803 Facility: 0010896211 If you have any questions or require any additional information, please do not hesitate to contact Pete Varona at(786) 671-7481. pfm Closing Memorandum Monroe County,FL Series 2019 Page 4 MONROE COUNTY,FLORIDA By. lyKia urphy, M