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Resolution 547-2024 RESOLUTION NO. 547 - 2024 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA AMENDING AND SUPPLEMENTING RESOLUTION NO. 077-2003 ADOPTED BY THE BOARD ON FEBRUARY 19, 2003; AS AMENDED AND SUPPLEMENTED, AUTHORIZING THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF VARIOUS CAPITAL IMPROVEMENTS WITHIN THE COUNTY; AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $60,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF MONROE COUNTY, FLORIDA INFRASTRUCTURE SALES SURTAX REVENUE BONDS, SERIES 2025, IN ORDER TO FINANCE COSTS OF SUCH CAPITAL IMPROVEMENTS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH SERIES 2025 BONDS; AUTHORIZING THE AWARDING OF SAID SERIES 2025 BONDS PURSUANT TO A PUBLIC BID; DELEGATING CERTAIN AUTHORITY TO THE COUNTY ADMINISTRATOR FOR THE AWARD OF THE SERIES 2025 BONDS AND THE APPROVAL OF THE TERMS AND DETAILS OF SAID SERIES 2025 BONDS; AUTHORIZING THE PUBLICATION OF AN OFFICIAL NOTICE OF SALE FOR THE BONDS OR A SUMMARY THEREOF; APPOINTING THE PAYING AGENT AND REGISTRAR FOR SAID SERIES 2025 BONDS; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT WITH RESPECT THERETO; ESTABLISHING A BOOK-ENTRY SYSTEM OF REGISTRATION FOR THE SERIES 2025 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE CERTIFICATE; PROVIDING CERTAIN AMENDMENTS TO RESOLUTION NO. 077- 2003; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: SECTION 1. FINDINGS AND AUTHORIZATIONS. It is hereby found and determined that: (A) On February 19, 2003, the Board of County Commissioners (the "Board") of Monroe County, Florida(the "Issuer") duly adopted Resolution No. 077-2003 (as amended and supplemented, the "Resolution"), authorizing, among other things, the issuance of Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds from time to time. (B) All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. (C) The Issuer previously has issued various Series of Bonds pursuant to the Resolution and, as of the date hereof, the Monroe County, Florida Infrastructure Sales Surtax Refunding Revenue Bond, Series 2016 (the "Series 2016 Bond") is the only Series of Bonds Outstanding under the Resolution. (D) Certain capital improvements should be acquired, constructed and equipped within the Issuer in order to improve the health, safety and welfare of the Issuer's citizens, such capital improvements being generally described in Exhibit A hereto and more particularly described in the records,plans and specifications on file with the Issuer, as the same may be amended or supplemented from time to time by the Board in accordance with the provisions of the Resolution (the "Series 2025 Project"). (E) The Resolution provides for the issuance of Additional Bonds, payable on parity with the Series 2016 Bond, for the principal purpose of financing or refinancing Costs of the acquisition, construction and equipping of various capital improvements,upon meeting certain requirements set forth in the Resolution. (F) There is hereby authorized the financing and reimbursing of Costs related to the acquisition, construction and equipping of the Series 2025 Project, all in the manner provided by this Supplemental Resolution and by the Resolution. (G) The Issuer deems it to be in its best interest to issue its Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2025 (the "Series 2025 Bonds") for the principal purpose of financing and reimbursing Costs of the acquisition, construction and equipping of the Series 2025 Project. (H) In accordance with Section 218.385, Florida Statutes, and pursuant to this Supplemental Resolution, the Series 2025 Bonds shall be advertised for competitive bids pursuant to the Official Notice of Sale, the form of which is attached hereto as Exhibit B (the "Official Notice of Sale"). (I) Pursuant to the Official Notice of Sale, competitive bids received in accordance with the Official Notice of Sale on or prior to the time and date determined by the County Administrator of the Issuer (including the Assistant Deputy County Administrator of the Issuer or duly authorized designee of the County Administrator, the "County Administrator") upon the advice of the Financial Advisor, in accordance with the terms and provisions of the Official Notice of Sale, shall be publicly opened and announced. (J) It is desirable for the Issuer to be able to advertise and award the Series 2025 Bonds at the most advantageous time and date which shall be determined by the County 2 Administrator upon the advice of the Issuer's Financial Advisor, PFM Financial Advisors LLC (the "Financial Advisor"); and, accordingly, the Issuer hereby determines to delegate the advertising and awarding of the Series 2025 Bonds to the County Administrator within the parameters described herein. (K) It is necessary and appropriate that the Board determine certain parameters for the terms and details of the Series 2025 Bonds and to delegate certain authority to the County Administrator for the award of the Series 2025 Bonds and the approval of the terms of the Series 2025 Bonds in accordance with the provisions hereof and of the Official Notice of Sale. (L) In the event Bond Counsel to the Issuer shall determine that the Series 2025 Bonds have not been awarded competitively in accordance with the provisions of Section 281.385, Florida Statutes, the Board shall adopt such resolutions and make such findings as shall be necessary to authorize and ratify a negotiated sale of the Series 2025 Bonds in accordance with said Section 218.385, Florida Statutes. (M) The covenants, pledges and conditions in the Resolution shall be applicable to the Series 2025 Bonds herein authorized and said Series 2025 Bonds shall be on parity with and rank equally as to the lien on and source and security for payment from the Pledged Funds and in all other respects with the Series 2016 Bond and all Additional Bonds hereafter issued pursuant to the Resolution, and shall constitute "Bonds" within the meaning of the Resolution. (N) The Series 2025 Bonds shall not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of any constitutional or statutory provision, but shall be special obligations of the Issuer, payable solely from and secured by a lien upon and pledge of the Pledged Funds, in the manner and to the extent provided in the Resolution. No holder of a Series 2025 Bond shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Series 2025 Bond or be entitled to payment of such Series 2025 Bond from any moneys of the Issuer except from the Pledged Funds in the manner and to the extent provided in the Resolution. (0) No Event of Default has occurred and is continuing under the Resolution. (P) The Resolution provides that the Series 2025 Bonds shall mature on such dates and in such amounts, shall bear such rates of interest, shall be payable in such places and shall be subject to such redemption provisions as shall be determined by, or provided for in, a Supplemental Resolution adopted by the Issuer; and it is now appropriate that the Issuer set forth the parameters and mechanism to determine such terms and details through a competitive sale in accordance with the provisions herein and in the hereinafter described Official Notice of Sale. 3 (Q) All wastewater projects contemplated in Ordinance No. 010-2022 adopted by the Board on August 17, 2022, and the referendum question set forth therein have been completed or are fully funded. SECTION 2. DEFINITIONS. When used in this Supplemental Resolution, the terms defined in the Resolution shall have the meanings therein stated, except as otherwise defined herein or as the context may otherwise provide. SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. This Supplemental Resolution is enacted pursuant to the provisions of the Resolution and the Act. SECTION 4. AUTHORIZATION OF THE SERIES 2025 PROJECT; REIMBURSEMENT. (A) The Issuer hereby authorizes the acquisition, construction and equipping of the Series 2025 Project and the financing and/or reimbursing of Costs thereof. (B) The Board adopted Resolution No. 296-2024 on September 11, 2024, authorizing the Issuer to reimburse itself from proceeds of the Series 2025 Bonds for any funds the Issuer has expended or expends for the Series 2025 Project. SECTION 5. AUTHORIZATION AND DESCRIPTION OF THE SERIES 2025 BONDS. The Issuer hereby authorizes the issuance of a Series of Bonds in the aggregate principal amount of not exceeding $60,000,000 to be known as the "Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2025," (or such other designation as the County Administrator may determine) for the purposes of providing moneys to finance and/or reimburse Costs of the acquisition, construction and equipping of the Series 2025 Project, funding the Reserve Account Requirement, if any, and paying costs of issuing the Series 2025 Bonds. The actual aggregate principal amount of Series 2025 Bonds to be issued shall be determined by the County Administrator provided such aggregate principal amount does not exceed $60,000,000. The Series 2025 Bonds shall be dated as of their date of delivery (or such earlier or later date as may be determined by the County Administrator), shall be issued in the form of fully registered Bonds in the denomination of $5,000 principal amount or any integral multiple thereof, shall be numbered consecutively from one upward in order of maturity preceded by the letter "R." and shall bear interest from their date of delivery (or such other earlier or later date as may be determined by the County Administrator), payable semi-annually on each April 1 and October 1 (each date an "Interest Date"), commencing on April 1, 2025 (or such later date as may be determined by the County Administrator). Interest on the Series 2025 Bonds shall be payable by check or draft of UMB Bank, N.A., as Paying Agent, made payable and mailed to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding the applicable Interest Date, or, at the request of such Holder, by bank wire transfer to the account of such Holder. 4 Principal of the Series 2025 Bonds is payable to the Holder upon presentation, when due, at the designated corporate trust office of UMB Bank, N.A., as Paying Agent, or as otherwise provided pursuant to Section 8 hereof. All payments of principal and interest on the Series 2025 Bonds 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. Interest will be computed on the basis of a 360-day year consisting of twelve 30- day months. The Series 2025 Bonds shall bear interest at such rates and yields, shall mature on April 1 of each of the years and in the principal amounts corresponding to such years as determined by the County Administrator subject to the provisions set forth in Section 6 hereof and the provisions of the Official Notice of Sale. The final maturity of the Series 2025 Bonds shall not be later than April 1, 2049. All of the terms of the Series 2025 Bonds will be included in a certificate to be executed by the County Administrator following the award of the Series 2025 Bonds (the "Award Certificate") and shall be set forth in the final Official Statement as described herein. The County Administrator is authorized and directed to determine, upon the advice of the Financial Advisor, the Reserve Account Requirement for the Series 2025 Bonds, which Reserve Account Requirement may be $0.00. If the County Administrator determines that the Reserve Account Requirement is greater than $0.00, there will be established within the Reserve Account the "Series 2025 Subaccount." SECTION 6. AWARD OF SERIES 2025 BONDS. The County Administrator, on behalf of the Issuer and only in accordance with the terms hereof and of the Official Notice of Sale, shall award the Series 2025 Bonds to the underwriter or underwriters that submit a bid proposal which complies in all respects with the Resolution and the Official Notice of Sale and offers to purchase the Series 2025 Bonds at the lowest true interest cost to the Issuer, as calculated by the Financial Advisor in accordance with the terms and provisions of the Official Notice of Sale;provided, however, the Series 2025 Bonds shall not be awarded to any bidder unless the true interest cost set forth in the winning bid (as calculated by the Financial Advisor) is equal to or less than 6.00%. In accordance with the provisions of the Official Notice of Sale, the Mayor may, in his or her sole discretion, reject any and all bids. SECTION 7. REDEMPTION PROVISIONS. The Series 2025 Bonds may be redeemed prior to their respective maturities from any moneys legally available therefor, upon notice as provided in the Resolution, upon the terms and provisions as determined by the County Administrator, in her discretion and upon the advice of the Financial Advisor; provided, however, with respect to optional redemption terms for the Bonds, if any, the first optional redemption date may be no later than April 1, 2034 and there shall be no call premium relating to any optional redemption. Terms Bonds may be established in accordance with the provisions of the Official Notice of Sale. The redemption provisions for the Bonds, if any, shall be set forth in the Award Certificate and 5 in the final Official Statement. Notwithstanding the foregoing, the County Administrator, upon the advice of the Financial Advisor, may determine to issue the Bonds without any optional redemption provisions. SECTION 8. BOOK-ENTRY. Notwithstanding the provisions set forth in Section 2.08 of the Resolution, the Series 2025 Bonds shall be initially issued in the form of a separate single certificated fully registered Bond for each maturity. Upon initial issuance, the ownership of the Series 2025 Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). As long as the Series 2025 Bonds shall be registered in the name of Cede & Co., all payments on the Series 2025 Bonds shall be made by the Paying Agent by check or draft or by bank wire transfer to Cede & Co., as Holder of the Series 2025 Bonds. With respect to Series 2025 Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation to any direct or indirect participant in the DTC book-entry program (a "Participant"). Without limiting the immediately preceding sentence, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation with respect to (A) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest on the Series 2025 Bonds, (B)the delivery to any Participant or any other person other than a Series 2025 Bondholder, as shown in the registration books kept by the Registrar, of any notice with respect to the Series 2025 Bonds, or (C) the payment to any Participant or any other person, other than a Series 2025 Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal or interest of the Series 2025 Bonds. The Issuer, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the Holder and absolute owner of such Series 2025 Bond for the purpose of payment of principal or interest with respect to such Series 2025 Bond, for the purpose of giving notices and other matters with respect to such Series 2025 Bond, for the purpose of registering transfers with respect to such Series 2025 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal or interest of the Series 2025 Bonds only to or upon the order of the respective Holders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, as provided herein and in the Resolution and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal or interest of the Series 2025 Bonds to the extent of the sum or sums so paid. No person other than a Series 2025 Bondholder, as shown in the registration books kept by the Registrar, shall receive a certificated Series 2025 Bond evidencing the obligation of the Issuer to make payments of principal or interest pursuant to the provisions hereof. Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in Section 2.08 of the Resolution with respect to transfers during certain 6 periods next preceding an interest payment date or the date a Bond has been selected for redemption, the words "Cede & Co." in the Resolution shall refer to such new nominee of DTC; and upon receipt of such notice, the Issuer shall promptly deliver a copy of the same to the Registrar and the Paying Agent. Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a continuation of the requirement that all of the outstanding Series 2025 Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of such Series or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, or (B) determination by the Issuer, in its sole discretion, that such book-entry only system should be discontinued by the Issuer, such Series 2025 Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but shall be registered in whatever name or names Holders shall designate, in accordance with the provisions of the Resolution. In such event, the Issuer shall issue and the Registrar shall authenticate, transfer and exchange the Series 2025 Bonds consistent with the terms of the Resolution, in denominations of $5,000 or any integral multiple thereof to the holders thereof. The foregoing notwithstanding, until such time as participation in the book-entry only system is discontinued, the provisions set forth in the existing Blanket Issuer Letter of Representations previously executed by the Issuer and delivered to DTC shall apply to the payment of principal and interest on the Series 2025 Bonds. SECTION 9. FORM OF SERIES 2025 BONDS. The text of the Series 2025 Bonds, together with the Registrar's Certificate of Authentication shall be substantially in the form of the bond set forth in Section 2.10 of the Resolution, with such omissions, insertions and variations as may be necessary or desirable and authorized or permitted by the Resolution or any subsequent resolution adopted prior to the issuance thereof, or as may be necessary to comply with applicable laws, rules and regulations of the United States, the State of Florida and the Issuer in effect upon the issuance thereof. SECTION 10. APPLICATION OF SERIES 2025 BOND PROCEEDS. Subject in all respects to the award of the Series 2025 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, the proceeds derived from the sale of the Series 2025 Bonds shall be applied by the Issuer simultaneously with the delivery thereof as follows: (A) If the County Administrator determines pursuant to Section 5 that the Reserve Account Requirement is greater than $0.00, an amount of the Series 2025 Bond proceeds equal to the Reserve Account Requirement shall be deposited to the Series 2025 Subaccount of the Reserve Account and shall secure only the Series 2025 Bonds. 7 (B) A sufficient amount of the Series 2025 Bond proceeds shall be applied to payment of costs and expenses relating to the issuance of the Series 2025 Bonds. Such amount or any portion thereof may, at the option of the Issuer,be deposited in and disbursed from the Construction Fund. (C) The balance of the Series 2025 Bond proceeds shall be deposited to a separate account (the "2025 Project Account") in the Construction Fund established hereby with respect to the Series 2025 Project and shall be used to pay the Costs of the Series 2025 Project. SECTION 11. SECURITY FOR THE SERIES 2025 BONDS. The Series 2025 Bonds shall be secured on a parity basis with the Series 2016 Bond and any subsequently issued Additional Bonds pursuant to the provisions of the Resolution, except as otherwise provided herein or in the Supplemental Resolution authorizing the issuance of the Additional Bonds. SECTION 12. OFFICIAL NOTICE OF SALE. The form of the Official Notice of Sale attached hereto as Exhibit B and the terms and provisions thereof are hereby authorized and approved. The County Administrator is hereby authorized to make such changes, insertions and modifications as she or he shall deem necessary prior to the advertisement of such Official Notice of Sale. The County Administrator is hereby authorized to advertise and publish the Official Notice of Sale or a summary thereof at such time as she or he shall deem necessary and appropriate, upon the advice of the Financial Advisor, to accomplish the competitive sale of the Series 2025 Bonds. SECTION 13. PRELIMINARY OFFICIAL STATEMENT. The Issuer hereby authorizes the distribution and use of a Preliminary Official Statement in substantially the form attached hereto as Exhibit C in connection with offering the Series 2025 Bonds for sale. If between the date hereof and the mailing of the Preliminary Official Statement, it is necessary to make insertions, modifications or changes in the Preliminary Official Statement, the Mayor and the County Administrator are hereby authorized to approve such insertions, changes and modifications. The Mayor and the County Administrator are each hereby authorized to deem the Preliminary Official Statement "final" within the meaning of Rule 15c2-12(b) under the Securities Exchange Act of 1934 (the "Rule") in the form as mailed. Execution of a certificate by the Mayor or County Administrator deeming the Preliminary Official Statement "final" as described above shall be conclusive evidence of the approval of any insertions, changes or modifications. SECTION 14. OFFICIAL STATEMENT. Subject in all respects with the award of the Series 2025 Bonds in accordance with Section 6 hereof, the Mayor and the County Administrator are hereby authorized and directed to execute and deliver a final Official Statement, dated the date of the award of the Series 2025 Bonds, which shall be in substantially the form of the Preliminary Official Statement, in the name and on behalf of the Issuer, and thereupon to cause such Official Statement to be delivered to the underwriter 9 or underwriters with such changes, amendments, modifications, omissions and additions as may be approved by the Mayor and the County Administrator. Said Official Statement, including any such changes, amendments, modifications, omissions and additions as approved by the Mayor and the County Administrator, and the information contained therein are hereby authorized to be used in connection with the sale of the Series 2025 Bonds to the public. Execution by the Mayor and the County Administrator of the Official Statement shall be deemed to be conclusive evidence of approval of such changes. SECTION 15. APPOINTMENT OF PAYING AGENT AND REGISTRAR. Subject in all respects with the award of the Series 2025 Bonds in accordance with Section 6 hereof, UMB Bank, N.A., is hereby designated Registrar and Paying Agent for the Series 2025 Bonds and it is initial designated office shall be Charlotte, North Carolina. The Mayor is hereby authorized and directed to execute and deliver any agreement that may be necessary to effect the transactions contemplated by this Section 15 and by the Resolution and which is satisfactory to Bond Counsel and the County Attorney. SECTION 16. SECONDARY MARKET DISCLOSURE. Subject in all respects with the award of the Series 2025 Bonds in accordance with Section 6 hereof, the Issuer hereby covenants and agrees that, in order to provide for compliance by the Issuer with the secondary market disclosure requirements of the Rule, it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate to be executed by the Issuer and dated the dated date of the Series 2025 Bonds, as it may be amended from time to time in accordance with the terms thereof. The Continuing Disclosure Certificate shall be substantially in the form of Exhibit D hereto with such changes, amendments, modifications, omissions and additions as shall be approved by the Mayor who is hereby authorized to execute and deliver such Certificate. Notwithstanding any other provision of the Resolution, failure of the Issuer to comply with such Continuing Disclosure Certificate shall not be considered an Event of Default under the Resolution; provided, however, to the extent permitted by law, the sole and exclusive remedy of any Series 2025 Bondholder for the enforcement of the provisions of the Continuing Disclosure Certificate shall be an action for mandamus or specific performance, as applicable, by court order, to cause the Issuer to comply with its obligations under this Section 16 and the Continuing Disclosure Certificate. For purposes of this Section 16, "Series 2025 Bondholder" shall mean any person who (A) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2025 Bonds (including persons holding such Bonds through nominees, depositories or other intermediaries), or (B) is treated as the owner of any such Bond for federal income tax purposes. Digital Assurance Certification, LLC is hereby appointed as the initial dissemination agent for the Series 2025 Bonds. SECTION 17. AMENDMENTS TO RESOLUTION. (A) The definition of "Reserve Account Requirement" set forth in Section 1.01 of the Resolution is hereby amended in its entirety to read as follows: 9 "Reserve Account Requirement" shall mean, as of any date of calculation for the Reserve Account or any subaccount thereof, an amount equal to the lesser of(1) Maximum Annual Debt Service for all Outstanding Bonds secured thereby, (2) one hundred twenty-five percent (125%) of the average annual debt service for all Outstanding Bonds secured thereby, or (3) such other amount as shall be designated by Bond Counsel as the maximum amount of Bond proceeds which may be deposited in the Reserve Account without subjecting the same to yield restriction under the Code, or causing interest on any of the Bonds (other than Taxable Bonds) to be included in gross income for purposes of federal income taxation; provided, however, the Issuer may establish by Supplemental Resolution a different Reserve Account Requirement with respect to any particular Series of Bonds pursuant to Section 4.05(A)(4)hereof, which Reserve Account Requirement may be $0.00. For the purpose of determining the Reserve Account Requirement on any Variable Rate Bonds, the interest rate on the Variable Rate Bonds shall be assumed to be the rate calculated in accordance with Section 5.02(B) hereof. (B) The second paragraph of Section 4.05(A)(4) of the Resolution is hereby amended in its entirety to read as follows: Upon the issuance of any Series of Bonds under the terms, limitations and conditions as herein provided, the Issuer shall fund the Reserve Account in an amount at least equal to the applicable Reserve Account Requirement to the extent such Series of Bonds are to be secured by the Reserve Account or any subaccount therein; provided, however, nothing herein shall be construed to require the Issuer to fund the Reserve Account or any subaccount for any Series of Bonds. Upon the adoption of the Supplemental Resolution authorizing the issuance of a Series of Bonds, the Issuer shall determine the Reserve Account Requirement with respect to such Series of Bonds which Reserve Account Requirement may be $0.00. If the Reserve Account Requirement is greater than $0.00, the Issuer shall determine whether the Series of Bonds will be secured by the Reserve Account or by a separate subaccount therein. Such required amount, if any, shall be paid in full or in part from the proceeds of such Series of Bonds or may be accumulated in equal monthly payments to the Reserve Account or subaccount therein over a period of months from the date of issuance of such Series of Bonds, which shall not exceed 36 months. Pursuant to Supplemental Resolution, the Board may authorize any officer or staff of the Issuer to make the determinations required by this paragraph. Such amendments shall become effective upon the receipt of the written consent of the Series 2016 Bondholder or upon the issuance of the Series 2025 Bonds if the 10 Preliminary Official Statement and the Official Statement for the Series 2025 Bonds adequately disclose the foregoing amendments to the Resolution and disclose to the purchasers of the Series 2025 Bonds that by their purchase of the Series 2025 Bonds they are deemed to have consented to such amendments in writing. SECTION 18. GENERAL AUTHORITY. The Mayor, the County Administrator, the Clerk, the County Attorney, and the other officers, attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by this Supplemental Resolution, the Resolution, the Official Statement, the Continuing Disclosure Certificate or the Official Notice of Sale or desirable or consistent with the requirements hereof or of the Resolution, the Official Statement, the Continuing Disclosure Certificate or the Official Notice of Sale for the full punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 2025 Bonds, the Resolution, the Official Statement, the Continuing Disclosure Certificate and the Official Notice of Sale and each member, employee, attorney and officer of the Issuer is hereby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. If the Mayor is unavailable or unable at any time to perform any duties or functions hereunder, the Mayor Pro Tern is hereby authorized to act on his behalf. If the County Administrator is unavailable or unable at any time to perform any duties or functions hereunder, the Assistant County Administrator or the County Administrator's designee is hereby authorized to act on her behalf. SECTION 19. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Series 2025 Bonds. SECTION 20. CONFLICTS; RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Resolution and all the terms and provisions thereof are and shall remain in full force and effect; provided, however, that in the event of a conflict between the terms of this Supplemental Resolution and the Resolution, the terms of this Supplemental Resolution shall govern. [remainder of page intentionally left blank] 11 :SECTION 21 : EFFECTIVE; DATE. This Supplemental Resolution shall : • become effective immediately'upon its adoption.: - : PASSED AND ADOPTED:by the:Board of County Commissioners :of Monroe • County, Florida, at ja regular meeting of said Board•held on the:1.t t day of December 2024, i. M y s K. Scholl: Yes a� or� ame . Mayor.Pro Tern MichelleLincoln '. •: :' Yes : : . . . .i. i� n C ai C� t .. ' : .. . . . omm ss o er Craig g a es. Yes • ommi siones David Rice Yes is ioR h e i Co ner HollylVlerrill� asc. e n .: Yes • • : • ' :. .. :. •1. :. :. :. .. ;. ..• .'.''ils �' `} BOARD OF COUNTY COMMISSIONERS . - .# .pe.,,."(�, .Ind..y1� :--,. . :.aJ' •`'tie�' y'(4;' : (Seal) k'` b OF.:MONROE COUNTY, FLORIDA . l : : s, �fl1 :r` .tc�stt:`I i ci1�vet Madok,:Clerk : ': , i,z-, ,,, Itd�r tt!_f s. '' • ' .. -� ft. An ,Ira Ar {� tt�.��'F'y J.y�:^f �. • .. • .. .. .. .. . .. 1C rv;�g r f: .,Niez.,2'11,1%.1 V-45I,',.'''''.40-7'":6!).1 . • : . : : . t . : a 6 . iL,•. 'A-::�, fit n I .,,,,,•,..,..,„,,,,,,,:„.„.?. •••,.,.,-....,.,,,,..-..,.., ,,,.., 6L.,00 i A,, fir, i� .� t',1- 1�'rt• .� .. y• .. .i s '� fl„..4 P . As:De ler or.. EY'S.OF Approve or orm and: su iciency: . Digitally signed by.Robert B.Shillinger • • .DNJ:cn=Robert B.Shillinger,o=Monroe County. • B• S OCC,ou=Monroe County Attorney,a✓ _ - - gov,c=USRo ert• in e�r`�B it ma_shiltiriger bob@monroecounty fl. ' y: Date:2024.12.1212:55:46-05'00' • •. : RobertShillinger,.Jr: Coun Attorne • .m „ .' ,ram ,a.r.- ,:414.4,;,.: .tn . . . 12 : : . : I : : . : : : EXHIBIT A SERIES 2025 PROJECT The Series 2025 Project generally consists of the following capital improvements, as more particularly described in the plans and specifications of file with the Issuer, and as the same may be amended and supplemented from time to time: • Sugarloaf Fire Station • Rockland Fleet Garage Facility • Sheriff Generator Building • Conch Key Road Elevation • Twin Lakes Road Elevation • Sands Subdivision Road Elevation • Sugarloaf Boulevard Bridge Replacement EXHIBIT B FORM OF OFFICIAL NOTICE OF SALE OFFICIAL NOTICE OF SALE S Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds, Series 2025 Electronic bids, as described herein, will be accepted until a.m. Eastern Time, January , 2025* *Preliminary,subject to change. Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025-Official Notice of Sale Page 1 OFFICIAL NOTICE OF SALE Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds, Series 2025 NOTICE IS HEREBY GIVEN that electronic bids will be received in the manner, on the date and up to the time specified below: DATE: , 2025* TIME: a.m. Eastern Time* ELECTRONIC BIDS: May be submitted only through the Parity® electronic bid submission system (the "Parity System") as described below. No other form of bid or provider of electronic bidding services will be accepted. GENERAL Bids will be received at the office of the County Administrator of Monroe County, Florida, 1100 Simonton St., Suite 2-205, Key West, Florida 33040, for the purchase of all, but not less than all, of the $ * Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2025 (the "Bonds") to be issued by Monroe County, Florida (the "County") pursuant to the terms and conditions of Resolution No. 077-2003 adopted by the Board of County Commissioners of the County, on February 19, 2003 (as amended and supplemented,the "Bond Resolution"). Such bids will be opened in public in accordance with applicable legal requirements. The Bond proceeds will be used to finance costs of various capital improvements within the County, as more particularly described in the Bond Resolution, and to pay costs of issuing the Bonds. The Bonds are more particularly described in the Preliminary Official Statement dated January 2025 (the "Preliminary Official Statement") relating to the Bonds, available from the County's financial advisor, PFM Financial Advisors LLC, at (786) 671-7480 or masvidals@pfm.com. This Official Notice of Sale contains certain information for quick reference only. It is not, and is not intended to be, a summary of the Bonds. Each bidder is required to read the entire Preliminary Official Statement to obtain information essential to making an informed investment decision. *Preliminary,subject to change. Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025-Official Notice of Sale Page 2 Prior to accepting bids,the County reserves the right to change the principal amount of the Bonds being offered and the terms of the Bonds, to postpone the sale to a later date or time or cancel the sale. Notice of a change or cancellation will be announced via Refinitiv TM3 news service at the internet website address www.tm3.com, not later than 12:00 p.m., Eastern Time, on the day preceding the bid opening or as soon as practicable. Such notice will specify the revised principal amount or terms,if any, and any later date or time selected for the sale,which may be postponed or cancelled in the same manner. If the sale is postponed, a later public sale may be held at the hour, in the manner, and on such date as conununicated upon at least twenty-four(24)hours'notice via Refinitiv TM3 news service at the internet website address www.tm3.com. The County reserves the right, after the bids are opened, to adjust the principal amount of the Bonds, as further described herein. See "ADJUSTMENT OF AMOUNTS AND MATURITIES." To the extent any instructions or directions set forth in the Parity System conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control. For further information about the Parity System and to subscribe in advance of the bid, potential bidders may contact the Parity System at(212) 849-5021. Each prospective electronic bidder must be a subscriber to the Parity System. Each qualified prospective electronic bidder shall be solely responsible to make necessary arrangements to view the bid form on the Parity System and to access the Parity System for the purposes of submitting its bid in a timely manner and in compliance with the requirements of this Official Notice of Sale. Neither the County nor the Parity System shall have any duty or obligation to provide or assure access to the Parity System to any prospective bidder, and neither the County nor the Parity System shall be responsible for a bidder's failure to register to bid or for proper operation of or have any liability for any delays or interruptions of, or any damages caused by, the Parity System. The County is using the Parity System as a communication mechanism, and not as the County's agent, to conduct the electronic bidding for the Bonds. The County is not bound by any advice and determination of the Parity System to the effect that any particular bid complies with the terms of this Official Notice of Sale and, in particular, the bid specifications hereinafter set forth. All costs and expenses incurred by prospective bidders in connection with their registration and submission of bids via the Parity System are the sole responsibility of such bidders and the County shall not be responsible, directly or indirectly,for any such costs or expenses. If a prospective bidder encounters any difficulty in submitting, modifying or withdrawing a bid for the Bonds, the prospective bidder should immediately telephone the Parity System at (212) 849-5021, and notify the County's financial advisor, PFM Financial Advisors LLC, at (786) 671-7480 or masvidals@pfm.com. The County shall have no responsibility for technological or transmission errors that any bidder may experience in transmitting a bid. The use of the Parity System shall be at the bidder's risk and expense, and the County shall have no liability with respect thereto. THE BONDS The Bonds will be issued in fully registered, book-entry only form, without coupons, will be dated as of their date of delivery (currently anticipated to be February , 2025), will be issued in denominations of$5,000 or integral multiples thereof, will bear interest from their dated date until paid at the annual rate or rates specified by the successful bidder, subject to the limitations specified herein, payable as shown on the Summary Table set forth herein. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Bonds must meet the minimum reoffering price criteria shown in the Summary Table on a maturity and aggregate basis. The Bonds will mature on the dates, in the years and principal amounts shown on the Summary Table. Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025-Official Notice of Sale Page 3 OPTIONAL REDEMPTION The Bonds maturing prior to or on April 1, 2034 are not subject to redemption prior to maturity. The Bonds maturing after April 1, 2034 may be redeemed prior to maturity at the option of the County in whole or in part, from such maturity or maturities as the County shall designate and by lot within a maturity, on April 1, 2034, or on any date thereafter, at a Redemption Price (as defined in the Bond Resolution) of 100% of the principal amount to be redeemed, together with accrued interest to the date set for redemption. TERM BOND OPTION Any maturities of the Bonds occurring on April 1, 2035 and thereafter, and bearing interest at the same rate may be combined, at the option of the bidder, into Term Bonds (as defined in the Bond Resolution) with Amortization Installments (as defined in the Bond Resolution) equal to the amounts and years specified in the Official Notice of Sale combined to form a Term Bond. SECURITY The Bonds and the interest thereon are payable from a pledge of and lien on the Infrastructure Sales Surtax Revenues (as defined in the Bond Resolution) and all moneys, including investments thereof, in certain funds and accounts maintained under the Bond Resolution, in the manner and to the extent provided in the Bond Resolution (collectively, the 'Pledged Funds") and as described in the Preliminary Official Statement. The Bonds shall not be or constitute general obligations or indebtedness of the County as "bonds" within the meaning of any constitutional or statutory provision, but shall be special obligations of the County,payable solely from and secured by a lien upon and pledge of the Pledged Funds in the manner and to the extent set forth in the Bond Resolution. No holder of any Bond shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Bond or be entitled to payment of such Bond from any moneys of the County except from the Pledged Funds in the manner and to the extent provided in the Bond Resolution. See the Preliminary Official Statement for more information regarding the security for the Bonds. Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025-Official Notice of Sale Page 4 Summary Table If numerical or date references contained in the body of this Official Notice of Sale conflict with this Summary Table, the body of this Official Notice of Sale shall control. Consult the body of this Official Notice of Sale for a detailed explanation of the items contained in the Summary Table, including interpretation of such items and methodologies used to determine such items. Prospective purchasers of the bonds must read the entire Official Notice of Sale and the entire Preliminary Official Statement. Terms of the Bonds Dated Date: Date of Delivery Anticipated Date of Delivery: February ,2025* Interest Payment Dates: April 1 and October 1, commencing 1,2025 Principal Payment Dates(April 1): Year* Principal Amount* Year* Principal Amount* 2025 2037** 2026 2038** 2027 2039** 2028 2040** 2029 2041** 2030 2042** 2031 2043** 2032 2044** 2033 2045** 2034 2046** 2035** 2047** 2036** 2048** Interest Calculation: 360-day year consisting of twelve 30-day months Ratings: [Moody's: outlook)] [Fitch: ( outlook)] [S&P: (outlook)] Bidding Parameters Sale Date: January_,2025* Bidding Method: Parity System All or none vs. Maturity-by-Maturity: All-or-none Bid Award Method: Lowest true interest cost Bid Award: As soon as practicable on day of sale Good Faith Deposit: $ ; See "GOOD FAITH DEPOSIT"herein Coupon Multiples: [1/8 or 1/20 of 1%] Coupon Requirements: [Minimum coupon of %for maturities after April I_] Optional Redemption: Yes,on or after April 1,2034,at par. See "OPTIONAL REDEMPTION"herein Term Bonds: Yes, at bidder's option. See "TERM BOND OPTION"herein. Minimum Reoffering Price: [Maturity 98%] [Aggregate 98%] Insurance: [At bidder's option. See "MUNICIPAL BOND INSURANCE OPTION"herein.] Adjustment Parameters Principal Increases: [Maturity Unlimited] [Aggregate 15.0%] Principal Reductions: [Maturity Unlimited] [Aggregate 15.0%] *Preliminary,subject to change. **May be combined into Term Bonds. See"TERM BOND OPTION"herein. Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025-Official Notice of Sale Page 5 ADJUSTMENT OF AMOUNTS AND MATURITIES The aggregate principal amount of each maturity of Bonds is subject to adjustment by the County after the receipt and opening of the bids for their purchase. Changes to be made after the opening of the bids will be communicated to the successful bidder directly prior to 8:00 a.m., Eastern Time on the date following the sale date. The County may cancel the sale of the Bonds or adjust the aggregate principal amount. The County may increase or decrease the principal amount of the Bonds or any maturity thereof by no more than the individual maturity or aggregate principal percentages, if any, shown in the Summary Table. This may include the elimination of one or more maturities. The County will consult with the successful bidder before adjusting the amount of any maturity of the Bonds or canceling the Bonds; however, the County reserves the sole right to make adjustments, within the limits described in the Summary Table, or cancel the sale of the Bonds. Adjustment to the size of the Bonds within the limits described in the Summary Table does not relieve the purchaser from its obligation to purchase all of the Bonds offered by the County. Each bid must specify the initial reoffering prices to the public of each maturity of Bonds. Adjustments may be made to the principal amounts based on the reoffering prices shown on the Parity System. In determining whether there will be any revision to the principal amount of or maturity of the Bonds subsequent to the bid opening and award, the County expects that changes may be made that are necessary to increase or decrease the principal amount of the Bonds to meet the County's funding objectives, all subject to the limitations set forth above. In the event that the principal amount of any maturity of the Bonds is revised after the award, the interest rate and reoffering price for each maturity and the Underwriter's Discount on the Bonds as submitted by the successful bidder shall be held constant. The "Underwriter's Discount" shall be defined as the difference between the purchase price of the Bonds submitted by the bidder and the price at which the Bonds will be issued to the public, calculated from information provided by the bidder, divided by the par amount of the Bonds bid. MUNICIPAL BOND INSURANCE OPTION The purchase of municipal bond insurance, if available, will be at the option and expense of the bidder. The successful bidder will be responsible for the payment of all costs associated with any such insurance, including the premium charged by the insurer. The bidder understands, by submission of its bid, that the bidder is solely responsible for the selection of any insurer and for all negotiations with the insurer as to the premium to be paid. If all or a portion of the Bonds are awarded on an insured basis, none of the provisions of the Bond Resolution nor any other financing document will be altered nor will the County consent to make additional representations, undertakings or warranties. In addition, if the successful bidder is arranging for bond insurance for all or a portion of the Bonds, it also shall provide the amount of the premium to be paid and certification that the present value of the premium is less than the present value of the interest reasonably expected to be saved as a result of the insurance and that the premium does not exceed a reasonable arms- length charge for the transfer of credit risk accomplished through bond insurance. Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025-Official Notice of Sale Page 6 FORM AND PAYMENT The Bonds will be issued in fully registered, book-entry only form and a bond certificate for each maturity will be issued to The Depository Trust Company, New York, New York ("DTC"), registered in the name of its nominee, Cede & Co. A book-entry system will be employed, evidencing ownership of the Bonds,with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures adopted by DTC and its participants. The successful bidder, as a condition to delivery of the Bonds,will be required to deposit the Bond certificates with DTC or the Registrar (as defined below), registered in the name of Cede & Co. Principal of, premium, if any, and interest on the Bonds will be payable by UMB Bank, N.A., Charlotte, North Carolina, the paying agent and registrar (the 'Paying Agent" or the "Registrar") for the Bonds by wire transfer or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of principal, premium, if any, and interest payments to the beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. Neither the County nor the Registrar will be responsible or liable for payments by DTC to its participants or by DTC participants to beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. Principal of, and premium, if any, on the Bonds will be payable upon presentation and surrender thereof at the designated corporate office of the Registrar on the dates, in the years and amounts established in accordance with the award of the Bonds. Interest on the Bonds is payable on the dates shown in the Summary Table. The Paying Agent will mail interest payments on the Bonds on each interest payment date to the owners of the Bonds at the addresses listed on the registration books maintained by the Registrar for such purpose at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next proceeding the applicable payment date, or, at the request of the holder of Bonds, by bank wire transfer to the account of such holder, all as described in the Bond Resolution. So long as DTC or its nominee is the registered owner of the Bonds, payments of principal, interest and any redemption premium on the Bonds will be made by the Paying Agent to DTC or its nominee. PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT The County has authorized the preparation and distribution of a Preliminary Official Statement containing information relating to the Bonds. The Preliminary Official Statement has been deemed final by the County as required by Rule 15c2-12 of the Securities and Exchange Commission. The County will furnish the successful bidder on the date of closing, with its certificate as to the completeness and accuracy of the Official Statement. The Preliminary Official Statement and this Official Notice of Sale and any other information concerning the proposed financing will be available from PFM Financial Advisors LLC, financial advisor to the County, 2222 Ponce de Leon Blvd, Coral Gables, Florida 33134, telephone: (786) 671-7480 or masvidals@pfm.com. The Preliminary Official Statement, when amended to reflect the actual amount of the Bonds sold,the interest rates specified by the successful bidder and the price or yield at which the successful bidder will reoffer the Bonds to the public,together with any other information required Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025-Official Notice of Sale Page 7 by law,will constitute a final "Official Statement" with respect to the Bonds as that term is defined in Rule 15c2-12. The County shall furnish at its expense within seven(7) business days after the Bonds have been awarded to the successful bidder no more than 100 copies of the final Official Statement. Additional copies of the Official Statement may be provided at the request and expense of the winning bidder. If the Bonds are awarded to a syndicate, the County will designate the senior managing underwriter of the syndicate as its agent for purposes of distributing copies of the Official Statement to each participating underwriter. Any underwriter submitting a bid with respect to the Bonds agrees thereby that if its bid is accepted, it shall accept such designation and shall enter into a contractual relationship with all participating underwriters for the purpose of assuring the receipt and distribution by each participating underwriter of the Official Statement. LEGAL OPINIONS The Bonds will be sold subject to the opinion of Nabors, Giblin & Nickerson, P.A., the County's Bond Counsel, as to the legality thereof and such opinion will be furnished without cost to the purchaser and all bids will be so conditioned. A form of Bond Counsel's opinion is attached to the Preliminary Official Statement as Appendix D. Certain matters will be passed on for the County by the County Attorney's office and Bryant Miller Olive P.A., the County's Disclosure Counsel. BIDDING PROCEDURE Only electronic bids submitted via the Parity System will be accepted. No other provider of electronic bidding services will be accepted. No bid delivered in person or by facsimile directly to the County will be accepted. Bidders are permitted to submit bids for the Bonds during the bidding time period, provided they are eligible to bid as described under "GENERAL" above. Each electronic bid submitted via the Parity System shall be deemed an irrevocable offer in response to this Official Notice of Sale and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the County. All bids remain firm until an award is made. FORM OF BID Bidders must bid to purchase all maturities of the Bonds. Each bid must specify (1) an annual rate of interest for each maturity, (2) reoffering price or yield for each maturity and (3) a dollar purchase price for the entire issue of the Bonds. No more than one (1) bid from any bidder will be considered. A bidder must specify the rate or rates of interest per annum (with no more than one rate of interest per maturity), which the Bonds are to bear, to be expressed in multiples of 1/8 or 1/20 of 1%. Any number of interest rates may be named, but the Bonds of each maturity must bear interest at the same single rate for all bonds of that maturity. Each bid for the Bonds must meet the minimum reoffering price criteria shown in the Summary Table on a maturity and aggregate basis. Reoffering prices presented as a part of the bids will not be used in computing the bidder's true interest cost. As promptly as reasonably possible after bids are received, the County will notify the successful bidder that it is the apparent winner. Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025-Official Notice of Sale Page 8 AWARD OF BID The County expects to award the Bonds to the winning bidder as soon as practicable after the bids are opened on the sale date. Bids may not be withdrawn prior to the award. Unless all bids are rejected, the Bonds will be awarded by the County on the sale date to the bidder whose bid complies with this Official Notice of Sale and results in the lowest true interest cost("TIC")to the County. The lowest TIC will be determined by doubling the semi-annual interest rate, compounded semi-annually, necessary to discount the debt service payments from the payment dates to the dated date of the Bonds and to the aggregate purchase price of the Bonds. If two or more responsible bidders offer to purchase the Bonds at the same lowest TIC, the County will award the Bonds to one of such bidders by lot. Only the final bid submitted by any bidder through the Parity System will be considered. The rights reserved to the County shall be final and binding upon all bidders with respect to the form and adequacy of any proposal received and as in its conformity to the terms of this Official Notice of Sale. RIGHT OF REJECTION THE COUNTY RESERVES THE RIGHT, IN ITS DISCRETION, TO REJECT ANY AND ALL BIDS, FOR ANY REASON, AND TO WAIVE IRREGULARITY OR INFORMALITY IN ANY BID. DELIVERY AND PAYMENT Delivery of the Bonds will be made by the County to DTC in book-entry only form, in New York, New York on or about the delivery date shown in the Summary Table, or such other date agreed upon by the County and the successful bidder. Payment for the Bonds must be made in Federal Funds or other funds immediately available to the County at the time of delivery of the Bonds. Any expenses incurred in providing immediate funds, whether by transfer of Federal Funds or otherwise, will be borne by the purchaser. The County intends to conduct the closing in Key West, Florida. RIGHT OF CANCELLATION The successful bidder will have the right, at its option, to cancel its obligation to purchase the Bonds if the Registrar fails to authenticate the Bonds and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder will be entitled to the return of the Good Faith Deposit accompanying its bid. GOOD FAITH DEPOSIT The successful bidder for the Bonds is required to submit its Good Faith Deposit to the County in the form of a wire transfer in federal funds not later than 2:30 p.m., Eastern Time, on the day of the award. If such deposit is not received by that time, the County may reject such bid and award the Bonds to the bidder that submitted the next best bid in accordance with the terms of this Official Notice of Sale. Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025-Official Notice of Sale Page 9 The Good Faith Deposit so wired will be retained by the County until the delivery of such Bonds, at which time the good faith deposit will be applied against the purchase price of such Bonds or the Good Faith Deposit will be retained by the County as partial liquidated damages in the event of the failure of the successful bidder to take up and pay for such Bonds in compliance with the terms of this Official Notice of Sale and of its bid. The County will pay no interest on the good faith deposit. The balance of the purchase price must be wired in federal funds to the account detailed in the closing memorandum provided by the County to the successful purchaser, simultaneously with delivery of such Bonds. CUSIP NUMBERS It is anticipated that CUSIP numbers will be printed on the Bonds, but neither failure to print such numbers on any Bonds nor any error with respect thereto will constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds. Bond Counsel will not review or express any opinion as to the correctness of such CUSIP numbers. The policies of the CUSIP Service Bureau will govern the assignment of specific numbers to the Bonds. The County's financial advisor will be responsible for applying for and obtaining CUSIP numbers for the Bonds. All expenses in relation to the printing of CUSIP numbers on the Bonds will be paid for by the County; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers will be the responsibility of and will be paid for by the successful bidder. BLUE SKY The County has not undertaken to register the Bonds under the securities laws of any state, nor investigated the eligibility of any institution or person to purchase or participate in the underwriting of the Bonds under any applicable legal investment,insurance,banking or other laws. By submitting a bid for the Bonds, the successful bidder represents that the sale of the Bonds in states other than Florida will be made only under exemptions from registration or, wherever necessary, the successful bidder will register the Bonds in accordance with the securities laws of the state in which the Bonds are offered or sold. The County agrees to cooperate with the successful bidder,at the bidder's written request and expense,in registering the Bonds or obtaining an exemption from registration in any state where such action is necessary; provided, however, that the County shall not be required to consent to suit or to service of process in any jurisdiction. CERTAIN DISCLOSURE OBLIGATIONS OF THE PURCHASER Section 218.38(1)(b)(2), Florida Statutes, requires that the successful purchaser file a statement with the County containing information with respect to any fee, bonus or gratuity paid, in connection with the Bonds, by any underwriter or financial consultant to any person not regularly employed or engaged by such underwriter or consultant. Receipt of such statement is a condition precedent to the delivery of the Bonds to such successful bidder. The winning bidder must (1) complete the Truth-in-Bonding Statement provided by Bond Counsel (the form of which is attached hereto as Exhibit A), (2) submit on the date of the award of the Bonds the Anti-Human Trafficking Affidavit required by Section 786.06(13), Florida Statutes (the form of which is attached hereto as Exhibit C), and (3) indicate whether such bidder Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025-Official Notice of Sale Page 10 has paid any finder's fee to any person in connection with the sale of the Bonds in accordance with Section 218.386, Florida Statutes. ESTABLISHMENT OF ISSUE PRICE The winning bidder shall assist the County in establishing the issue price of the Bonds and shall execute and deliver to the County on or prior to the closing date for the Bonds an"issue price" or similar certificate setting forth the reasonably expected initial offering prices to the public or the actual sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the applicable form attached hereto as Exhibit B,with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the County and Bond Counsel. All actions to be taken by the County under this Official Notice of Sale to establish the issue price of the Bonds may be taken on behalf of the County by the County's financial advisor identified herein and any notice or report to be provided to the County may be provided to the County's financial advisor. The County intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds ("competitive sale requirements")because: (1) the County has disseminated this Official Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (2) all bidders shall have an equal opportunity to bid; (3) the County expects to receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and (4) the County anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the lowest true interest cost, as set forth in this Official Notice of Sale. Any bid submitted pursuant to this Official Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified in the bid. BY SUBMITTING A BID FOR THE BONDS, A BIDDER REPRESENTS AND WARRANTS TO THE COUNTY THAT THE BIDDER HAS AN ESTABLISHED INDUSTRY REPUTATION FOR UNDERWRITING NEW ISSUANCES OF MUNICIPAL BONDS SUCH AS THE BONDS AND SUCH BIDDER'S BID IS SUBMITTED FOR AND ON BEHALF OF SUCH BIDDER BY AN OFFICER OR AGENT WHO IS DULY AUTHORIZED TO BIND THE BIDDER TO A LEGAL, VALID AND ENFORCEABLE CONTRACT FOR THE PURCHASE OF THE BONDS. Once the bids are communicated electronically via the Parity System to the County, each bid will constitute an irrevocable offer to purchase the Bonds on the terms herein and therein provided. In the event that the competitive sale requirements are not satisfied, the County shall so advise the winning bidder. In such case, the County may determine to treat (i) the first price at which 10% of a maturity of the Bonds is sold to the public (the "10% test") as the issue price of Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025-Official Notice of Sale Page 11 that maturity, and/or (ii) the initial offering price to the public as of the sale date of any maturity of the Bonds as the issue price of that maturity (the hold-the-offering-price" rule), in each case applied on a maturity-by-maturity basis. The winning bidder shall advise the County if any maturity of the Bonds satisfies the 10%test as of the date and time of the award of the Bonds. The County shall promptly advise the winning bidder which maturities (and if different interest rates apply within a maturity, which separate CUSIP number within that maturity) of the Bonds shall be subject to the 10% test or shall be subject to the hold-the-offering-price rule. Bids will not be subject to cancellation by the bidders in the event that the competitive sale requirements are not satisfied and the County determines to apply the hold-the-offering-price rule to any maturity of the Bonds; provided, however, the County reserves the right to reject any and all bids, for any reason, as set forth under "RIGHT OF REJECTION" herein. Bidders should prepare their bids on the assumption that some or all of the maturities of the Bonds will be subject to the hold-the-offering- price rule in order to establish the issue price of the Bonds. By submitting a bid, the winning bidder shall(i)confirm that the underwriters have offered or will offer the Bonds to the public on or before the date of award at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the underwriters participating in the purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of any maturity to which the hold-the-offering-price rule shall apply to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The winning bidder will advise the Issuer promptly after the close of the fifth(5th)business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. If the competitive sale requirements are not satisfied, then until the 10% test has been satisfied as to each maturity of the Bonds, the winning bidder agrees to promptly report to the County the prices at which the unsold Bonds of each maturity have been sold to the public. That reporting obligation shall continue, whether or not the closing date for the Bonds has occurred, until the 10%test has been satisfied for each maturity or until all Bonds of that maturity have been sold. By submitting a bid, each bidder confirms that: (i) any agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such third-party distribution agreement, as applicable: Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025-Official Notice of Sale Page 12 (A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the closing date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the winning bidder that the 10% test has been satisfied as to the Bonds of that maturity, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the winning bidder and as set forth in the related pricing wires, (B) to promptly notify the winning bidder of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker-dealer, the winning bidder shall assume that each order submitted by the underwriter, dealer or broker-dealer is a sale to the public. (ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker- dealer that is a party to such third-party distribution agreement to (A)report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it,whether or not the closing date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the winning bidder or such underwriter that the 10% test has been satisfied as to the Bonds of that maturity,and(B)comply with the hold-the-offering-price rule,if applicable,if and for so long as directed by the winning bidder or the underwriter and as set forth in the related pricing wires. Sales of any Bonds to any person that is a related parry to an underwriter shall not constitute sales to the public for purposes of this Official Notice of Sale. Further,for purposes of this Official Notice of Sale: (i) "public" means any person other than an underwriter or a related parry (as defined in Section 1.150-1(b) of the Treasury Regulations) to an underwriter, (ii) "underwriter" means (A) any person that agrees pursuant to a written contract (i.e. this Official Notice of Sale) with the County (or with the lead underwriter to form an underwriting syndicate)to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds 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 Bonds to the public), (iii) generally, a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or(iii) more than 50%common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025-Official Notice of Sale Page 13 corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) "sale date" means the date that the Bonds are awarded by the County to the winning bidder. CONTINUING DISCLOSURE The County has covenanted to provide ongoing disclosure in accordance with Rule 15c2- 12 of the Securities and Exchange Commission. The specific nature of the information to be contained in the annual report and the notices of material events are set forth in the Continuing Disclosure Certificate which is reproduced in its entirety in Appendix E attached to the Preliminary Official Statement for the Bonds. The covenants have been undertaken by the County in order to assist the successful purchaser in complying with clause (b) (5) of Rule 15c2-12 of the Securities and Exchange Commission. CERTIFICATE The County will deliver to the purchaser of the Bonds a certificate of an official of the County, dated the date of delivery of said Bonds, stating that as of the date thereof, to the best of the knowledge and belief of said official, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the financial condition of the County. CHOICE OF LAW Any litigation or claim arising out of any bid submitted (regardless of the means of submission) pursuant to this Official Notice of Sale shall be governed by and construed in accordance with the laws of the State of Florida. The venue sites for any such action shall be the state courts of the Sixteenth Judicial Circuit in and for Monroe County, Florida. NOTICE OF BIDDERS REGARDING PUBLIC ENTITY CRIMES A person or affiliate who has been placed on the Convicted Vendor List (as described in Florida Statutes) following a conviction for a public entity crime may not submit a bid. MONROE COUNTY, FLORIDA By: County Administrator Dated: 12025 Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025-Official Notice of Sale Page 14 EXHIBIT A TRUTH-IN-BONDING STATEMENT , 2025 Board of County Commissioners of Monroe County, Florida Re: Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2025 Dear Commissioners: The purpose of the following two paragraphs is to furnish, pursuant to the provisions of Sections 218.385(2) and(3),Florida Statutes,as amended, the truth-in-bonding statement required thereby, as follows: (a) The County is proposing to issue $ principal amount of the above- referenced Bonds for the principal purposes of financing costs of certain capital improvements within the County, as more particularly described in the plans and specifications on file with the County and paying certain costs of issuance of the Bonds. This obligation is expected to be repaid over a period of approximately years. At a true interest cost of %, total interest paid over the life of the obligation will be approximately $ (b) It is our understanding that the County is securing the Bonds with a pledge of and lien on the Infrastructure Sales Surtax Revenues (as defined in the Bond Resolution). Authorizing this debt will result in approximately $ (representing the average annual debt service with respect to the Bonds) of such Revenues being used to pay debt service on the Bonds each year for years. The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Bonds. Very truly yours, Underwriter By: Authorized Signatory A-1 EXHIBIT B FORM OF ISSUE PRICE CERTIFICATE S MONROE COUNTY, FLORIDA INFRASTRUCTURE SALES SURTAX REVENUE BONDS, SERIES 2025 ISSUE PRICE CERTIFICATE The undersigned, on behalf of (" "), hereby represents and warrants that it has an established industry reputation for underwriting new issuances of municipal bonds and certifies as set forth below with respect to the sale of the above-captioned obligations (the 'Bonds"). [Alternate I - Competitive Safe Harbor Met] [1. Reasonably Expected Initial Offering Price. (a)As of the Sale Date,the reasonably expected initial offering prices of the Bonds to the Public by are the prices listed in Schedule A (the "Expected Offering Prices"). The Expected Offering Prices are the prices for the Maturities of the Bonds used by in formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy of the bid provided by to purchase the Bonds. (b) was not given the opportunity to review other bids prior to submitting its bid. (c) The bid submitted by constituted a firm offer to purchase the Bonds.] [Alternate 2 - Competitive Sale Requirements Not Met— General Rule and/or Hold-the- Offering Price to Apply] [I. Sale of the Bonds. As of the date of this certificate,for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A. Each maturity of the Bonds of which at least 10% of such maturity has not yet been sold to the public (the "Unsold Bonds") is also identified in Schedule A. Attached as Schedule B are true and correct copies of the bid provided by to purchase the Bonds, and the pricing wire or equivalent communication for the Bonds. has and will comply with the requirements set forth under the heading "Establishment of Issue Price Certificate" in the Official Notice of Sale for the Bonds, including reporting on the sale prices of the Unsold Bonds after the date hereof as provided therein. 2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) offered the Hold-the-Offering-Price Maturities to the Public for purchase at the initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. B-1 (b) As set forth in the Official Notice of Sale has agreed in writing that, (1) for each Maturity of the Hold-the-Offering-Price Maturities,it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "Hold-the-Offering-Price Rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker- dealer who is a party to the retail distribution agreement, to comply with the Hold-the-Offering- Price Rule.Pursuant to such agreement, no Underwriter(as defined below)has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.] 2. [3.] Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities." (b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "Hold-the-Offering-Price Maturities." (c) Holding Period means with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending the earlier of(i)the close of the fifth business day after the Sale Date, or(ii) the date on which has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the- Offering-Price Maturity. (d) Issuer means Monroe County, Florida. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related parry to an Underwriter. 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. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is , 2025. (h) 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 Bonds 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 Bonds to the Public (including a member of a selling group or a parry to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents '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 B-2 upon by the Issuer with respect to certain of the representations set forth in the Certificate as to Arbitrage and Certain Other Tax Matters relating to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Nabors, Giblin & Nickerson, P.A. in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. By: [Name] Dated: , 2025 B-3 SCHEDULE A EXPECTED OFFERING PRICES OR PRICES OF SOLD AND UNSOLD BONDS SCHEDULE B COPY OF UNDERWRITER'S BID EXHIBIT C NONGOVERNMENTAL ENTITY HUMAN TRAFFICKING AFFIDAVIT Section 787.06(13),Florida Statutes THIS AFFIDAVIT MUST BE SIGNED AND NOTARIZED I, the undersigned, am an officer or representative of [UNDERWRITER] and attest that said entity does not use coercion for labor or services as defined in section 787.06,Florida Statutes. Under penalty of perjury, I hereby declare and affirm,to the best of my knowledge,that the above- stated facts are true and correct. [UNDERWRITER] By: Name/Title: STATE OF COUNTY OF SWORN TO AND SUBSCRIBED before me by means of ❑ physical presence or ❑ online notarization this day of , 2025, by [NAME] as [TITLE] on behalf [UNDERWRITER]. He/she is ❑ personally known to me or ❑ has produced (Type of Identification) as identification. (Notary Seal) Signature of Notary Public Print, Type or Stamp Name of Notary Serial Number, if any EXHIBIT C FORM OF PRELIMINARY OFFICIAL STATEMENT PRELIMINARY OFFICIAL.STATEMENT DATED 2025 NEW ISSUE-Book-Entry Only RATINGS: See"RATINGS"herein. In the opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida ("Bond Counsel"), under existing statutes, regulations, rulings and court decisions and subject to the conditions described herein under "TAX MATTERS,"interest on the Series 2025 Bonds is (a)excludable from gross income of the owners thereof for federal income tax purposes except as otherwise described herein under the caption "TAX MATTERS,"and(b)not an item of tax preference for purposes of the federal alternative minimum tax; provided, however, with respect to certain corporations, interest on the Series 2025 Bonds is taken into account in determining the annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on such corporations. Such interest, however, may be subject to other federal income tax consequences referred to herein under "TAX MATTERS." See "TAX MATTERS" herein for a general discussion of Bond Counsel's opinion and other tax considerations. MONROE COUNTY,FLORIDA Infrastructure Sales Surtax Revenue Bonds, Series 2025 Dated:Date of Delivery Due:April 1 in each year as shown on the inside cover Monroe County, Florida (the "County") is issuing its $ * Infrastructure Sales Surtax Revenue Bonds, Series 2025 (the "Series 2025 Bonds") as fully registered bonds, which initially will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). Individual purchases wilt be made in book-entry form only in denominations of$5,000 principal amount or any integral multiple thereof, as described herein. Purchasers of the Series 2025 Bonds (the "Beneficial Owners") will not receive physical delivery of the Series 2025 Bonds. Transfer of ownership in the Series 2025 Bonds will be effected through DTC's book-entry system as described herein. As long as Cede&Co. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered owner which will in turn remit such payments to the Direct Participants (as defined herein) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2025 Bonds is payable semi- annually on April 1 and October 1 of each year, commencing April 1, 2025. Principal of the Series 2025 Bonds is payable on April 1 of the years and in the amounts as shown on the inside cover. UMB Bank, N.A., Charlotte, North Carolina is serving as the initial Registrar and Paying Agent. All payments of principal of, redemption premium, if applicable, and interest on the Series 2025 Bonds shall be payable in lawful money of the United States of America. The Series 2025 Bonds are subject to redemption prior to their respective maturities as more fully described herein. The Series 2025 Bonds are being issued to (i) finance and/or reimburse the cost of the acquisition, construction and equipping of the 2025 Project, as defined here, and (ii) pay costs associated with the issuance of the Series 2025 Bonds. See"AUTHORITY FOR AND PURPOSE OF ISSUANCE"herein. The Series 2025 Bonds are being issued under the authority of and in full compliance with Chapter 125, Florida Statutes, Chapter 212, Florida Statutes, the County Code, Ordinance No. 013-1989 {25009/008/02764911.DOCv5} enacted by the Board of County Commissioners of the County(the "Board") on May 23, 1989, Ordinance No. 01-2000 enacted by the Board on January 19, 2000, Ordinance No. 017-2012 enacted by the Board on July 18, 2012 as amended by Ordinance No. 023-2012 enacted by the Board on September 21, 2012, and Ordinance No. 010-2022 enacted by the Board on August 17, 2022, as each Ordinance may be amended and supplemented (collectively, the "Infrastructure Sales Surtax Ordinance"), and other applicable provisions of law(collectively, the "Act"), and pursuant to Resolution No. 077-2003 adopted by the Board on February 19, 2003, as amended by Resolution No. 424-2007 adopted by the Board on November 14, 2007, and as amended and supplemented by Resolution No. - adopted by the Board on 2024, and as may be amended and supplemented from time to time (collectively, the "Resolution"). On parity with the County's Outstanding Infrastructure Sales Surtax Refunding Revenue Bond, Series 2016, the payment of the principal of, redemption premium, if any, and interest on the Series 2025 Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon (i) all amounts received by the County from the Discretionary Sales Surtax Clearing Trust Fund referred to in Section 212.054(4)(B), Florida Statutes, including but not limited to, the proceeds of the one cent local government infrastructure sales surtax levied pursuant to Section 212.055(2), Florida Statutes, and the proceeds of the tax levied pursuant to Section 202.19(5), Florida Statutes (the"Infrastructure Sales Surtax Revenues"), and (ii) until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in certain funds and accounts established pursuant to the Resolution (collectively, the "Pledged Funds"). THE SERIES 2025 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS, WITH AND TO THE EXTENT SET FORTH IN THE RESOLUTION. NO HOLDER OF ANY SERIES 2025 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OR THE USE OF AD VALOREM TAX REVENUES TO PAY SUCH SERIES 2025 BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2025 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER PROVIDED IN THE RESOLUTION. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2025 Bonds are offered when, as, and if issued and received by the Underwriter, subject to the opinion on certain legal matters relating to their issuance by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel to the County. Certain legal matters will be passed upon for the County by Bob Shillinger, Esq., County Attorney, and by Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel to the County. PFM Financial Advisors LLC, Coral Gables, Florida, is serving as Financial Advisor to the County. It is expected that the Series 2025 Bonds in definitive form will be available for delivery to the Underwriter through the facilities of DTC on or about 2025. Electronic bids for the Series 2025 Bonds will be received through IHS Markit`s Parity6BIDCOMP Competitive Bidding System as described in the Official Notice of Sale. {25009/008/02764911.DOCv5} Dated: 2025 *Preliminary, subject to change. 125009/008/02764911.DOCv5l MONROE COUNTY,FLORIDA Infrastructure Sales Surtax Revenue Bonds, Series 2025 MATURITIES,AMOUNTS,INTEREST RATES,PRICES, YIELDS AND INITIAL CUSIP NUMBERS $ Serial Series 2025 Bonds Initial Maturity Interest CUSIP (Al2ril 1 * Amount* Rate Price Yield Numbers" Preliminary, subject to change. ** The County is not responsible for the use of the CUSIP Numbers referenced herein nor is any representation made by the County as to their correctness. The CUSIP Numbers provided herein are included solely for the convenience of the readers of this Official Statement. *** Subject to Term Bond Option as described in the Official Notice of Sale. {25009/008/02764911.DOCv5} RED HERRING LANGUAGE: This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2025 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of such jurisdiction. The County has deemed this Preliminary Official Statement "final," except for certain permitted ornissions, within the contemplation of Rule I 5c2- 12 promulgated by the Securities and Exchange Commission. 125009/008/02764911.DOCv5l MONROE COUNTY,FLORIDA The Historic Gato Cigar Factory 1100 Simonton Street Key West,Florida 33040 MEMBERS OF THE BOARD OF COUNTY COMMISSIONERS James K. Scholl, Mayor Michelle Lincoln, Mayor Pro Tern Craig Cates,Commissioner Holly Merrill Raschein,Commissioner David Rice, Commissioner CLERK OF THE CIRCUIT COURT AND COMPTROLLER IN AND FOR MONROE COUNTY, FLORIDA AND EX OFFICIO CLERK OF THE BOARD OF COUNTY COMMISSIONERS Kevin Madok,CPA COUNTY ADMINISTRATOR Christine Hurley COUNTY ATTORNEY Bob Shillinger, Esq. BUDGET DIRECTOR Tina Boan BOND COUNSEL Nabors,Giblin&Nickerson,P.A. Tampa,Florida FINANCIAL ADVISOR PFM Financial Advisors LLC Coral Gables,Florida DISCLOSURE COUNSEL Bryant Miller Olive P.A. Tampa,Florida {25009/008/02764911.DO Cv 5} No dealer, broker, salesman or other person has been authorized by the County or the Underwriter to give any information or to make any representations in connection with the Series 2025 Bonds, other than as contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the County. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2025 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the County, DTC and other sources that are believed to be reliable. The Underwriter listed in the section entitled "UNDERWRITING" herein (the "Underwriter"), has reviewed the information in this Official Statement in accordance with and as part of its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2025 Bonds are qualified in their entirety by reference to the form thereof included in the aforementioned documents and agreements. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2025 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE COUNTY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2025 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS OFFICIAL STATEMENT CONSTITUTE "FORWARD-LOOKING STATEMENTS." SUCH STATEMENTS GENERALLY ARE IDENTIFIABLE BY THE TERMINOLOGY USED, SUCH AS 'PLAN," "EXPECT," "ESTIMATE," 'BUDGET"OR OTHER SIMILAR WORDS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COUNTY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, SUBJECT TO ANY CONTRACTUAL OR LEGAL RESPONSIBILITIES TO THE CONTRARY. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE A CONTRACT BETWEEN THE COUNTY OR THE UNDERWRITER AND ANY ONE OR MORE OF THE OWNERS OF THE SERIES 2025 BONDS. {25009/008/02764911.DOCv5} THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS IN EITHER BOUND OR PRINTED FORMAT ("ORIGINAL BOUND FORMAT"), OR IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITES: WWW.MUNIOS.COM AND WWW.EMMA.MSRB.ORG. THIS OFFICIAL STATEMENT MAY BE RELIED ON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT, OR IF IT IS PRINTED OR SAVED IN FULL DIRECTLY FROM THE AFOREMENTIONED WEBSITES. 125009/008/02764911.DO Cv 5} TABLE OF CONTENTS Contents Page INTRODUCTION.......................................................................................................................................................1 General...........................................................................................................................................................1 MonroeCounty.............................................................................................................................................1 Securityfor the Bonds..................................................................................................................................2 OtherInformation........................................................................................................................................2 AUTHORITY FOR AND PURPOSE OF ISSUANCE.............................................................................................3 DESCRIPTION OF THE SERIES 2025 BONDS.......................................................................................................3 General...........................................................................................................................................................3 Book-Entry Only System.............................................................................................................................4 OptionalRedemption..................................................................................................................................6 MandatoryRedemption..............................................................................................................................6 Selection of Series 2025 Bonds to Be Redeemed.......................................................................................7 Noticeof Redemption..................................................................................................................................7 Redemption of Portions of Series 2025 Bonds..........................................................................................7 Payment of Redeemed Series 2025 Bonds.................................................................................................8 Interchangeability, Negotiability and Transfer........................................................................................8 Bonds Mutilated, Destroyed,Lost or Stolen.............................................................................................9 SECURITYFOR THE BONDS................................................................................................................................10 General.........................................................................................................................................................10 Fundsand Accounts ..................................................................................................................................10 ConstructionFund.....................................................................................................................................11 ReserveFunding.........................................................................................................................................11 Disposition of Infrastructure Sales Surtax Revenues ............................................................................11 AdditionalBonds........................................................................................................................................15 SubordinatedIndebtedness ......................................................................................................................16 Accession of Subordinated Indebtedness To Parity Status with the Bonds.......................................16 Booksand Records.....................................................................................................................................17 Receipt of Infrastructure Sates Surtax Revenues....................................................................................17 No Impairment;Limitation on Maturity of Bonds................................................................................17 Investments.................................................................................................................................................17 SeparateAccounts......................................................................................................................................18 INFRASTRUCTURE SALES SURTAX REVENUES............................................................................................18 General.........................................................................................................................................................18 Communications Services Tax Portion of Discretionary Sales Surtax................................................19 Local Actions and Limitations..................................................................................................................21 Distribution.................................................................................................................................................22 Historical Distribution Factors.................................................................................................................23 HistoricalCollections.................................................................................................................................24 SubordinatedDebt.....................................................................................................................................26 ESTIMATED SOURCES AND USES OF FUNDS ................................................................................................27 DEBTSERVICE SCHEDULE..................................................................................................................................28 INVESTMENTPOLICY...........................................................................................................................................29 INVESTMENT CONSIDERATIONS .....................................................................................................................31 General.........................................................................................................................................................31 {25009/008/02764911.DOCv5} i LimitedObligations...................................................................................................................................31 ClimateChange..........................................................................................................................................31 Cyber-Security............................................................................................................................................32 EconomicConditions.................................................................................................................................34 Legislationand Regulation.......................................................................................................................34 Pandemics....................................................................................................................................................34 LEGALMATTERS....................................................................................................................................................35 [LITIGATION............................................................................................................................................................35 GRAND JURY INVESTIGATION AND RELATED INDICTMENTS...............................................................35 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS...........................................................36 TAXMATTERS.........................................................................................................................................................37 Opinionof Bond Counsel..........................................................................................................................37 InternalRevenue Code of 1986.................................................................................................................37 Collateral Tax Consequences....................................................................................................................37 OtherTax Matters.......................................................................................................................................38 OriginalIssue Discount.............................................................................................................................38 OriginalIssue Premium.............................................................................................................................39 RATINGS...................................................................................................................................................................39 FINANCIAL ADVISOR...........................................................................................................................................39 AUDITED FINANCIAL STATEMENTS...............................................................................................................40 UNDERWRITING....................................................................................................................................................40 CONTINGENTFEES...............................................................................................................................................41 ENFORCEABILITY OF REMEDIES.......................................................................................................................41 CONTINUING DISCLOSURE................................................................................................................................41 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT................................................................41 AUTHORIZATION OF OFFICIAL STATEMENT...............................................................................................43 APPENDIX A: General Information Concerning the County APPENDIX B: Annual Comprehensive Financial Report of the County for the Fiscal Year Ended September 30,2023 APPENDIX C: Composite of the Resolution APPENDIX D: Form of Bond Counsel Opinion APPENDIX E: Form of Continuing Disclosure Certificate 1 25009/008/02764911.DOCv5} ii OFFICIAL STATEMENT relating to MONROE COUNTY,FLORIDA Infrastructure Sales Surtax Revenue Bonds, Series 2025 INTRODUCTION General This Official Statement, including the cover page, inside cover page and the appendices hereto, is furnished with respect to the sale of $ * aggregate principal amount of Infrastructure Sales Surtax Revenue Bonds, Series 2025 (the "Series 2025 Bonds") issued by Monroe County, Florida (the "County"). The Series 2025 Bonds are being issued to (i) finance and/or reimburse the cost of the acquisition, construction and equipping of the 2025 Project, as defined herein, and (ii) pay costs associated with the issuance of the Series 2025 Bonds. See"AUTHORITY FOR AND PURPOSE OF ISSUANCE"herein. This introduction is not, and is not intended to be,a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by,more complete and detailed information contained in the entire Official Statement, including the cover page, inside cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the Series 2025 Bonds is made only by means of this Official Statement and is subject in all respects to the information contained herein. For a complete description of the terms and conditions of the Series 2025 Bonds, reference is made to "APPENDIX C — Composite of the Resolution" attached hereto. Unless otherwise indicated, capitalized terms used in this Official Statement shall have the same meaning established in"APPENDIX C — Composite of the Resolution"attached hereto. Monroe County The County was constitutionally formed in 1823. It is comprised primarily of the Florida Keys, which are a string of subtropical coral islands extending in a southwesterly arc from Biscayne Bay to the Dry Tortugas. The Florida Keys separate the Atlantic Ocean on the south and the east from the Gulf of Mexico on the north and west, and extend approximately 100 miles south from the United States mainland. The County seat, the City of Key West, located on the southernmost of the Florida Keys, lies 98 miles north of Cuba, approximately 160 miles southwest of Miami and 66 nautical miles north of the Tropic of Cancer. The estimated 2023 population of the County was 84,511, an increase of 8% since 2000 and 182% since 1950, according to the University of Florida Bureau of Economic and Business Research. Within the County, there are five municipalities: the Cities of Key West, Layton, Marathon and Key Colony Beach and the Villages of Islamorada. See "APPENDIX A — General Information Concerning the County"attached hereto. *Preliminary, subject to change. {25009/008/02764911.DOCv5} 1 Security for the Bonds On parity with the County's Outstanding Infrastructure Sales Surtax Refunding Revenue Bond, Series 2016 (the "Series 2016 Bond"), which was outstanding in the principal amount of$10,535,000 as of September 30, 2024, the payment of the principal of, redemption premium, if any, and interest on the Series 2025 Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon (i) all amounts received by the County from the Discretionary Sales Surtax Clearing Trust Fund referred to in Section 212.054(4)(B), Florida Statutes, including but not limited to, the proceeds of the one cent local government infrastructure sales surtax levied pursuant to Section 212.055(2), Florida Statutes, and the proceeds of the tax levied pursuant to Section 202.19(5), Florida Statutes (the "Infrastructure Sales Surtax Revenues"), and (ii) until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in certain funds and accounts established pursuant to the Resolution (collectively, the"Pledged Funds"). THE SERIES 2025 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS, WITH AND TO THE EXTENT SET FORTH IN THE RESOLUTION. NO HOLDER OF ANY SERIES 2025 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OR THE USE OF AD VALOREM TAX REVENUES TO PAY SUCH SERIES 2025 BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2025 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER PROVIDED IN THE RESOLUTION. Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. Copies of the Resolution and other documents and information are available, upon request and upon payment to the County of a charge for copying, mailing and handling, from the County Administrator, the Historic Gato Cigar Factory, 1100 Simonton Street, Suite 2-205, Key West, Florida 33040. For a complete description of the terms and conditions of the Series 2025 Bonds, reference is made to the Resolution, a composite of which is included in "APPENDIX C — Composite of the Resolution" attached hereto. The description of the Resolution, the Series 2025 Bonds and information from reports contained herein do not purport to be comprehensive or definitive. 125009/008/02764911.DOCv5} 2 AUTHORITY FOR AND PURPOSE OF ISSUANCE The Series 2025 Bonds are being issued under the authority of and in full compliance with Chapter 125, Florida Statutes, Chapter 212, Florida Statutes, the Monroe County Code, Ordinance No. 013-1989 enacted by the Board of County Commissioners of the County (the 'Board") on May 23, 1989, Ordinance No. 01-2000 enacted by the Board on January 19,2000, Ordinance No. 017-2012 enacted by the Board on July 18, 2012 as amended by Ordinance No. 023-2012 enacted by the Board on September 21, 2012, and Ordinance No. 010-2022 enacted by the Board on August 17, 2022, as each Ordinance may be amended and supplemented (collectively, the "Infrastructure Sales Surtax Ordinance"), and other applicable provisions of law(collectively, the"Act"), and pursuant to Resolution No. 077-2003 adopted by the Board on February 19, 2003, as amended by Resolution No. 424-2007 adopted by the Board on November 14, 2007, and as amended and supplemented by Resolution No. - adopted by the Board on . 2024, and as may be amended and supplemented from time to time (collectively, the"Resolution"). The Series 2025 Bonds are being issued to (i) finance and/or reimburse the cost of the acquisition, construction and equipping of certain capital improvements within the County including but not limited to a fire station, fleet garage facility, generator building and certain road elevations, as more particularly described in the records, plans and specification on file with the County, as the same may be amended or supplemented from time to time by the Board in accordance with the provisions of the Resolution (collectively, the"2025 Project"),and(ii)pay costs associated with the issuance of the Series 2025 Bonds. DESCRIPTION OF THE SERIES 2025 BONDS General The Series 2025 Bonds shall be dated the date of their delivery, shall be numbered consecutively from R-1 upward, and shall be issued in the denominations of $5,000 or integral multiples thereof. The Series 2025 Bonds will mature on the dates and will bear interest at the rates set forth on the inside cover page of this Official Statement. Interest on the Series 2025 Bonds is payable semiannually on each April 1 and October 1, commencing April 1, 2025 (the "Interest Dates"). Interest on the Series 2025 Bonds shall be payable by check or draft of UMB Bank, N.A., Charlotte, North Carolina, as initial registrar and paying agent (the "Paying Agent" and "Registrar"), with respect to the Series 2025 Bonds, made payable and mailed to registered owners, as shown on the Bond registration books at the close of business on the fifteenth(15th) day (whether or not a business day) of the calendar month next preceding each Interest Date or, at the request of a holder of Series 2025 Bonds, by bank wire transfer to the account of such registered holder. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as otherwise provided in the Resolution, principal of the Series 2025 Bonds is payable to the Holder, at the designated corporate trust office of the Paying Agent. The principal of, redemption premium, if any and interest on the Series 2025 Bonds are payable in lawful money of the United States of America. All payments of principal and interest on the Series 2025 Bonds 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. 125009/008/0276491LDOCv5} 3 The Series 2025 Bonds will be issued initially as book-entry obligations and held by DTC as securities depository. For more information regarding DTC and DTC's book-entry system, see "DESCRIPTION OF THE SERIES 2025 BONDS — Book-Entry Only System"below. Book-Entry Only System THE FOLLOWING INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY ("DTC") AND DTC'S BOOK-ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE COUNTY BELIEVES TO BE RELIABLE. THE COUNTY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2025 BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2025 BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2025 BONDS SHALL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2025 BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2025 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2025 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2025 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2025 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC,THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2025 BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY, THE COUNTY NEITHER MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. DTC will act as securities depository for the Series 2025 Bonds. The Series 2025 Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered Series 2025 Bond certificate will be issued for each maturity of the Series 2025 Bonds as set forth in the inside cover of this Official Statement, in the aggregate principal amount thereof, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC.DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks,trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are {25009/008/02764911.DOCv5} 4 registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly("Indirect Participants"). The Direct Participants and the Indirect Participants are collectively referred to herein as the "DTC Participants." DTC has an S&P Global Ratings ("S&P") rating of AA+. The DTC Rules applicable to its DTC Participants are on file with the Securities and Exchange Commission (the "SEC"). More information about DTC can be found at www.dtcc.com. Purchases of Series 2025 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2025 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2025 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2025 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2025 Bonds, except in the event that use of the book-entry system for the Series 2025 Bonds is discontinued. To facilitate subsequent transfers, all Series 2025 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee,Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2025 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2025 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2025 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2025 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2025 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Series 2025 Bonds may wish to ascertain that the nominee holding the Series 2025 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2025 Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2025 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible 125009/008/0276491LDOCv5} 5 after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2025 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds and distributions on the Series 2025 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the County or the Paying Agent, on the payment date in accordance with their respective holdings shown on DTC's records. Payments by DTC Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such DTC Participant and not of DTC, the Paying Agent, or the County, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and distributions to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the County and/or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2025 Bonds at any time by giving reasonable notice to the County or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, the Series 2025 Bond certificates are required to be printed and delivered. The County may decide to discontinue use of the system of book-entry-only transfers through DTC(or a successor securities depository). In that event, Series 2025 Bond certificates will be printed and delivered to DTC. Optional Redemption The Series 2025 Bonds maturing prior to or on April 1,2034 are not subject to redemption prior to maturity. The Series 2025 Bonds maturing after April 1, 2034 may be redeemed prior to maturity at the option of the County in whole or in part, from such maturity or maturities as the County shall designate and by lot within a maturity, on April 1, 2034, or on any date thereafter, at a Redemption Price (as defined in the Resolution) of 100% of the principal amount to be redeemed,together with accrued interest to the date set for redemption. Mandatory Redemption The Series 2025 Bonds maturing on April 1, 20_ are subject to mandatory sinking fund redemption, prior to maturity in part, by lot on April 1, 20_ and on each April 1 thereafter at a Redemption Price equal to the principal amount of such Series 2025 Bonds or portions thereof to be redeemed, plus interest accrued thereon to the date of redemption, on April 1 in the following years and in the following Amortization Installments: Amortization Year Installment 125009/008/02764911.DOCv5} 6 *Maturity. Selection of Series 2025 Bonds to Be Redeemed The Series 2025 Bonds shall be redeemed only in the principal amount of$5,000 each and integral multiples thereof. The County shall, at least forty-five (45) days prior to the redemption date (unless a shorter time period is satisfactory to the Registrar, but in no event less than thirty-five (35) days) notify the Registrar of such redemption date and of the principal amount of Series 2025 Bonds to be redeemed. For purposes of any redemption of less than all of the Outstanding Series 2025 Bonds of a single maturity, the particular Series 2025 Bonds or portions of Series 2025 Bonds to be redeemed shall be selected not more than forty-five (45) days and not less than thirty-five (35) days prior to the redemption date by the Registrar from the Outstanding Series 2025 Bonds of the maturity or maturities designated by the County or by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Series 2025 Bonds or portions of Series 2025 Bonds in principal amounts of $5,000 and integral multiples thereof. If less than all of the Outstanding Series 2025 Bonds of a single maturity are to be redeemed, the Registrar shall promptly notify the County and Paying Agent(if the Registrar is not the Paying Agent for such Series 2025 Bonds) in writing of the Series 2025 Bonds or portions of Series 2025 Bonds selected for redemption and, in the case of any Series 2025 Bond selected for partial redemption, the principal amount thereof to be redeemed. Notice of Redemption Notice of redemption, which shall specify the Series 2025 Bond or Series 2025 Bonds (or portions thereof) to be redeemed and the date and place for redemption, shall be given by the Registrar on behalf of the County, and (A) shall be filed with the Paying Agent of such Series 2025 Bonds and (B) shall be mailed first class, postage prepaid, at least thirty (30) days prior to the redemption date to all Holders of Series 2025 Bonds to be redeemed at their addresses as they appear on the registration books kept by the Registrar as of the date of mailing of such notice. Failure to mail notice to the Holders of the Series 2025 Bonds to be redeemed, or any defect therein, shall not affect the proceedings for redemption of Series 2025 Bonds as to which no such failure or defect has occurred. Redemption of Portions of Series 2025 Bonds Any Series 2025 Bond which is to be redeemed only in part shall be surrendered at any place of payment specified in the notice of redemption (with due endorsement by, or written instrument of transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing) and the County shall execute and the Registrar shall authenticate and deliver to the Holder of such Series 2025 Bond, without service charge, a new Series 2025 Bond or Series 2025 Bonds, of the same interest rate and maturity, and of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Series 2025 Bonds so surrendered. 125009/008/02764911.DOCv5} 7 Payment of Redeemed Series 2025 Bonds Notice of redemption having been given substantially as aforesaid, the Series 2025 Bonds or portions of Series 2025 Bonds so to be redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the County shall default in the payment of the Redemption Price) such Series 2025 Bonds or portions of Series 2025 Bonds shall cease to bear interest. Upon surrender of such Series 2025 Bonds for redemption in accordance with said notice, such Series 2025 Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption Price, plus accrued interest. Each check or other transfer of funds issued by the Paying Agent to pay the Redemption Price of Series 2025 Bonds being redeemed shall bear the CUSIP number or numbers of such Series 2025 Bonds and identify the payments applicable to each CUSIP number. All Series 2025 Bonds which have been redeemed shall be cancelled by the Registrar and shall not be reissued. Interchangeability,Negotiability and Transfer So long as the Series 2025 Bonds are registered in the name of DTC or its nominee, the following paragraphs relating to registration, transfer and exchange of Series 2025 Bonds do not apply to the Series 2025 Bonds. Series 2025 Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Series 2025 Bonds of the same maturity of any other authorized denominations. The Series 2025 Bonds issued under the Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State of Florida, subject to the provisions for registration and transfer contained in the Resolution and in the Series 2025 Bonds. So long as any of the Series 2025 Bonds shall remain Outstanding, the County shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the Series 2025 Bonds. The transfer of any Series 2025 Bond shall be registered only upon the books of the County, at the office of the Registrar, under such reasonable regulations as the County may prescribe, by the Holder thereof in person or by his attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or his duly authorized attorney. Upon the registration or transfer of any such Series 2025 Bond, the County shall issue, and cause to be authenticated, in the name of the transferee a new Series 2025 Bond or Series 2025 Bonds of the same aggregate principal amount and maturity as the surrendered Series 2025 Bond. The County, the Registrar and any Paying Agent or fiduciary of the County may deem and treat the Person in whose name any Outstanding Series 2025 Bond shall be registered upon the books of the County as the absolute owner of such Series 2025 Bond, whether such Series 2025 Bond shall be overdue or not, for the purpose of receiving payment of,or on account of, the principal and interest on such Series 2025 Bond and for all other purposes, and all such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Series 2025 Bond to the extent of the sum or sums so paid and neither the County nor the Registrar nor any Paying Agent or other fiduciary of the County shall be affected by any notice to the contrary. {25009/008/02764911.DOCv5} 8 The Registrar, in any case where it is not also the Paying Agent with respect to the Series 2025 Bonds, forthwith(A) following the fifteenth(15th) day prior to an Interest Date for the Series 2025 Bonds, and (B) at any other time as reasonably requested by the Paying Agent, certify and furnish to the Paying Agent the names, addresses and holdings of the Series 2025 Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered Series 2025 Bond shall effect payment of interest on such Series 2025 Bonds by mailing a check to the Holder entitled thereto or may, in lieu thereof, upon the request and at the expense of such Holder, transmit such payment by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging Series 2025 Bonds or the transfer of Series 2025 Bonds shall be registered, the County shall execute and the Registrar shall authenticate and deliver such Series 2025 Bonds in accordance with the provisions of the Resolution. Execution of Series 2025 Bonds by the Mayor and Clerk for purposes of exchanging, replacing or registering the transfer of Series 2025 Bonds may occur at the time of the original delivery of the Series 2025 Bonds. All Series 2025 Bonds surrendered in any such exchanges or registration of transfer shall be held by the Registrar for safekeeping until directed by the County to be cancelled by the Registrar. For every such exchange or registration of transfer, the County or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or registration of transfer. The County and the Registrar shall not be obligated to make any such exchange or transfer of the Series 2025 Bonds during the period commencing on the fifteenth (15th) day of the month immediately preceding an Interest Date on the Series 2025 Bonds and ending on such Interest Date, or, in the case of any proposed redemption of Series 2025 Bonds, then, for the Series 2025 Bonds subject to redemption, during the fifteen(15) days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. Bonds Mutilated,Destroyed,Lost or Stolen The following provisions shall only be applicable if DTC's book-entry only system of registration is discontinued. In case any Series 2025 Bond shall become mutilated, or be destroyed, stolen or lost, the County may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Series 2025 Bond of like tenor as the Series 2025 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Series 2025 Bond upon surrender and cancellation of such mutilated Series 2025 Bond or in lieu of and substitution for the Series 2025 Bond destroyed, stolen or lost, and upon the Holder furnishing the County and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the County or the Registrar may prescribe and paying such expenses as the County and the Registrar may incur. All Series 2025 Bonds so surrendered or otherwise substituted shall be cancelled by the Registrar. If any of the Series 2025 Bonds shall have matured or be about to mature, instead of issuing a substitute Series 2025 Bond, the County may pay the same or cause the Series 2025 Bond to be paid, upon being indemnified as aforesaid, and if such Series 2025 Bonds be lost,stolen or destroyed,without surrender thereof. Any such duplicate Series 2025 Bonds issued pursuant to the Resolution shall constitute original contractual obligations on the part of the County whether or not the lost, stolen or destroyed Series 2025 Bond be at any time found by anyone, and such duplicate Series 2025 Bond shall be entitled to equal and 125009/008/02764911.DOCv5} 9 proportionate benefits and rights provided under the Resolution to the same extent as all other Series 2025 Bonds issued hereunder. SECURITY FOR THE BONDS General On a parity with the Series 2016 Bond, the payment of the principal of, redemption premium, if any, and interest on the Series 2025 Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon (i) the Infrastructure Sales Surtax Revenues, and (d) until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in funds and accounts established pursuant to the Resolution except (A) for the Unrestricted Revenue Account and the Rebate Fund (as such funds are established pursuant to the Resolution), and (B) any moneys set aside in a particular subaccount of the Reserve Account if such moneys shall be pledged solely for the payments of a different Series of Bonds for which it was established in accordance with the provisions of the Resolution (collectively, the 'Pledged Funds"). "Bonds" means the Series 2016 Bond, Series 2025 Bonds and any Additional Bonds hereafter issued. THE BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS 'BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS, WITH AND TO THE EXTENT SET FORTH IN THE RESOLUTION. NO HOLDER OF ANY BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OR THE USE OF AD VALOREM TAX REVENUES TO PAY SUCH BOND, OR BE ENTITLED TO PAYMENT OF SUCH BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER PROVIDED IN THE RESOLUTION. Funds and Accounts The County covenanted and agreed in the Resolution to establish the following funds and accounts to be known as the "Construction Fund," the "Revenue Fund," the"Debt Service Fund," and the "Rebate Fund." The County shall maintain in the Revenue Fund two accounts: the "Restricted Revenue Account" and the "Unrestricted Revenue Account." The County shall maintain in the Debt Service Fund four accounts: the"Interest Account," the'Principal Account," the 'Bond Amortization Account," and the "Reserve Account." The County shall maintain in the Construction Fund an account for each Project. Subject to the provision described below and in the Resolution relating to restrictions in the Act regarding the application of Infrastructure Sales Surtax Revenues, moneys in the aforementioned funds and accounts, other than the Rebate Fund and the Unrestricted Revenue Account, until applied in accordance with the provisions of the Resolution, shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders. The County may at any time and from time to time appoint one or more depositories to hold, for the benefit of the Bondholders, any one or more of the funds, accounts and subaccounts established by the Resolution. Such depository or depositories shall perform at the direction of the County the duties of the County in depositing, transferring and disbursing moneys to and from each of such funds and accounts as set forth in the Resolution and all records of such depository in performing such duties shall 125009/008/02764911.DOCv5} 10 be open at all reasonable times to inspection by the County and its agent and employees. Any such depository shall be a bank or trust company duly authorized to exercise corporate trust powers and subject to examination by federal or state authority, of good standing, and be qualified under applicable State law as a depository. Construction Fund The County shall establish within the Construction Fund a separate account for each Project (including the 2025 Project), the Costs of which are to be paid in whole or in part out of the Construction Fund. The County covenants that the acquisition, construction and equipping of each Project will be completed without delay and in accordance with sound engineering practices. The County shall only make disbursements or payments from the applicable account of the Construction Fund to pay Costs of the Project for which such account was established, except as provided below with respect to any surplus proceeds in a particular account. The County shall keep records of such disbursements and payments and shall retain all such records for six(6)years from the dates of such records. Notwithstanding any of the other provisions of the Resolution, to the extent that other moneys are not available therefor, amounts in an account of the Construction Fund shall be applied to the payment of principal and interest on the Series of Bonds for which such account was established or to reimburse a Credit Facility Provider for the payment of such principal and interest. The date of completion of acquisition, construction and equipping of a Project shall be filed by the Clerk with the County. Promptly after the date of the completion of a Project, and after paying or making provisions for the payment of all unpaid items of the Costs of such Project, the County shall deposit in the following order of priority any balance of moneys remaining in the Construction Fund in (A) any other account established in the Construction Fund for which the Clerk certifies that there are insufficient moneys to pay the Costs of the Project for which such account was established, (B) the Reserve Account to the extent of any deficiency therein and (C) such other fund or account established under the Resolution as shall be determined by the County,provided the County has received an opinion of Bond Counsel to the effect that such transfer shall not adversely affect the exclusion, if any, of interest on the Bonds (other than Taxable Bonds) from gross income for purposes of federal income taxation. Reserve Funding The County Administrator will determine on or before the date of sale of the Series 2025 Bonds whether the Series 2025 Bonds will be secured by the Reserve Account, and if the Series 2025 Bonds are secured by the Reserve Account, the Reserve Account Requirement therefor. Disposition of Infrastructure Sales Surtax Revenues (A) The County shall promptly deposit upon receipt from the State all of the Infrastructure Sales Surtax Revenues into the Restricted Revenue Account. The moneys in the Restricted Revenue Account shall be deposited or credited on or before the twenty-fifth (25th) day of each month, commencing in the month immediately following delivery of any of the Bonds to the purchasers thereof, or such later date as provided in the Resolution, in the following manner and in the following order of priority: 125009/008/0276491LDOCv5 J 11 (1) Interest Account. The County shall deposit or credit to the Interest Account the sum which, together with the balance in said Account, shall equal the interest on all of the Outstanding Bonds accrued and unpaid and to accrue to the end of the then current calendar month (assuming that a year consists of twelve (12) equal calendar months of thirty (30) days each). Moneys in the Interest Account shall be applied by the County for deposit with the Paying Agent to pay the interest on the Bonds on or prior to the date the same shall become due, whether by maturity, redemption or otherwise. The County shall adjust the amount of the deposit to the Interest Account not later than a month immediately preceding any Interest Date so as to provide sufficient moneys in the Interest Account to pay the interest on the Bonds coming due on such Interest Date. No further deposit need be made to the Interest Account when the moneys therein are equal to the interest coming due on the Outstanding Bonds on the next succeeding Interest Date. (2) Principal Account. Commencing in the month which is one year prior to the first principal due date(or if the first principal due date is less than one year from the date of issuance of the Bonds, the month immediately following the issuance of the Bonds), the County shall next deposit into the Principal Account the sum which, together with the balance in said Account, shall equal the principal amount on the Outstanding Bonds due and unpaid and that portion of the principal next due which would have accrued on such Bonds during the then current calendar month if such principal amounts were deemed to accrue monthly(assuming that a year consists of twelve (12) equal calendar months having thirty (30) days each) in equal amounts from the next preceding principal payment due date, or, if there is no such preceding payment due date from a date one year preceding the due date of such principal amount. Moneys in the Principal Account shall be applied by the County for deposit with the Paying Agent to pay the principal of the Bonds on or prior to the date the same shall mature, and for no other purpose. The County shall adjust the amount of the deposit to the Principal Account not later than the month immediately preceding any principal payment date so as to provide sufficient moneys in the Principal Account to pay the principal on the Bonds becoming due on such principal payment date. No further deposit need be made to the Principal Account when the moneys therein are equal to the principal coming due on the Outstanding Bonds on the next succeeding principal payment date. (3) Bond Amortization Account. Commencing in the month which is one year prior to any Amortization Installment due date, there shall be deposited or credited to the Bond Amortization Account an amount which, together with the balance in said Account, shall equal the Amortization Installments of all Bonds Outstanding due and unpaid and that portion of the Amortization Installment next due which would have accrued on said Bonds during the then current calendar month if such Amortization Installment were deemed to accrue daily (assuming that a year consists of twelve (12) months of thirty (30) days each), in equal amounts from the next preceding Amortization Installment due date, or if there is no such preceding Amortization Installment due date, from a date one year preceding the due date of such Amortization Installment. Moneys in the Bond Amortization Account shall be used to purchase or redeem Term Bonds in the manner provided in the Resolution or in a Supplemental Resolution, and for no other purpose. The County shall adjust the amount of the deposit into the Bond Amortization Account not later than the month immediately preceding any date for payment of an Amortization Installment so as to provide sufficient moneys in the Bond Amortization Account to pay the Amortization Installments on the Bonds coming due on such date. No further deposit need be made to the Bond Amortization Account when the moneys therein are equal to the 125009/008/0276491LDOCv5} 12 Amortization Installments coming due on the Outstanding Bonds on the next succeeding Amortization Installment due date. Payments to the Bond Amortization Account shall be on a parity with payments to the Principal Account. Amounts accumulated in the Bond Amortization Account with respect to any Amortization Installment (together with amounts accumulated in the Interest Account with respect to interest, if any, on the Term Bonds for which such Amortization Installment was established) may be applied by the County, on or prior to the sixtieth (60th) day preceding the due date of such Amortization Installment, (a) to the purchase of Term Bonds of the Series and maturity for which such Amortization Installment was established at a price not exceeding par plus accrued interest, or (b) to the redemption at the applicable Redemption Prices of such Term Bonds, if then redeemable by their terms at a price not exceeding par plus accrued interest. The applicable Redemption Price (or principal amount of maturing Term Bonds) of any Term Bonds so purchased or redeemed shall be deemed to constitute part of the Bond Amortization Account until such Amortization Installment date, for the purposes of calculating the amount of such Account. As soon as practicable after the sixtieth (60th) day preceding the due date of any such Amortization Installment, the County shall proceed to call for redemption on such due date, by causing notice to be given as provided in the Resolution, Term Bonds of the Series and maturity for which such Amortization Installment was established (except in the case of Term Bonds maturing on an Amortization Installment date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Amortization Installment. The County shall pay out of the Bond Amortization Account and the Interest Account to the appropriate Paying Agents, on or before the day preceding such redemption date (or maturity date), the amount required for the redemption (or for the payment of such Term Bonds then maturing), and such amount shall be applied by such Paying Agents to such redemption(or payment). All expenses in connection with the purchase or redemption of Term Bonds shall be paid by the County from the Restricted Revenue Fund. (4) Reserve Account. There shall be deposited to the Reserve Account an amount which shall not be less than one twelfth (1/12) of the amount which would enable the County to restore the funds on deposit in the Reserve Account to an amount equal to the Reserve Account Requirement applicable thereto in one (1) year from the date of any deficiency caused by decreased market value of the investments on deposit therein or withdrawal therefrom. On or prior to each principal payment date and Interest Date for the Bonds, moneys in the Reserve Account shall be applied by the County to the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds to the extent moneys in the Interest Account, the Principal Account and the Bond Amortization Account shall be insufficient for such purpose. Whenever there shall be surplus moneys in the Reserve Account by reason of(i) investment income, shall be deposited in the Interest Account, and (ii) a decrease in the Reserve Account Requirement, such surplus moneys shall be deposited by the County into the Unrestricted Revenue Account subject to receiving an opinion of Bond Counsel that such application will not have an adverse effect on the tax-exempt status of the Bonds, and otherwise to the Debt Service Fund. Whenever the amount of cash or securities in the Reserve Account, together with the other amounts in the Debt Service Fund, are sufficient to fully pay all Outstanding Bonds in accordance with their terms (including principal or applicable Redemption Price and interest thereon), the funds on deposit in the Reserve Account may be transferred to the other Accounts of the Debt Service Fund for the payment of the Bonds. 125009/008/02764911.DOCv5} 13 Upon the issuance of any Series of Bonds under the terms, limitations and conditions as provided in the Resolution, the County shall fund the Reserve Account in an amount at least equal to the applicable Reserve Account Requirement to the extent such Series of Bonds are to be secured by the Reserve Account or any subaccount therein; provided, however, nothing in the Resolution shall be construed to require the County to fund the Reserve Account or any subaccount for any Series of Bonds. Upon the adoption of the Supplemental Resolution authorizing the issuance of a Series of Bonds, the County shall determine the Reserve Account Requirement with respect to such Series of Bonds which Reserve Account Requirement may be $0.00. If the Reserve Account Requirement is greater than $0.00, the County shall determine whether the Series of Bonds will be secured by the Reserve Account or by a separate subaccount therein. Such required amount, if any, shall be paid in full or in part from the proceeds of such Series of Bonds or may be accumulated in equal monthly payments to the Reserve Account or subaccount therein over a period of months from the date of issuance of such Series of Bonds, which shall not exceed 36 months. Pursuant to Supplemental Resolution, the Board may authorize any officer or staff of the County to make the determinations required by the Resolution. "Reserve Account Requirement" shall mean, as of any date of calculation for the Reserve Account or any subaccount thereof, an amount equal to the lesser of (1) Maximum Annual Debt Service for all Outstanding Bonds secured thereby, (2)one hundred twenty-five percent(125%) of the average annual debt service for all Outstanding Bonds secured thereby, or (3) such other amount as shall be designated by Bond Counsel as the maximum amount of Bond proceeds which may be deposited in the Reserve Account without subjecting the same to yield restriction under the Code, or causing interest on any of the Bonds (other than Taxable Bonds) to be included in gross income for purposes of federal income taxation;provided,however, the County may establish by Supplemental Resolution a different Reserve Account Requirement with respect to any particular Series of Bonds pursuant to the Resolution, which Reserve Account Requirement may be$0.00. For the purpose of determining the Reserve Account Requirement on any Variable Rate Bonds, the interest rate on the Variable Rate Bonds shall be assumed to be the rate calculated in accordance with the Resolution. (5) Unrestricted Revenue Account. The balance of any moneys after the deposits required by Sections (A)(1) through (A)(4) above may be transferred, at the discretion of the County, to the Unrestricted Revenue Account or any other appropriate fund and account of the County and may be used for any lawful purpose including, without limitation, the early redemption of Bonds. In the event moneys on deposit in the Interest Account and the Principal Account on the third day prior to an Interest Date are not sufficient to pay the principal of and interest on the Bonds coming due on such Interest Date, the County shall transfer moneys from the Unrestricted Revenue Account, if any, to the appropriate Account of the Debt Service Fund to provide for such payment. Any moneys remaining in the Unrestricted Revenue Account on each Interest Date may be used for any lawful purpose. (B) The County, in its discretion, may use moneys in the Principal Account, the Bond Amortization Account and the Interest Account to purchase or redeem Outstanding Bonds coming due on the next principal payment date, provided such purchase does not adversely affect the County's ability to pay the principal or interest coming due on such principal payment date on the Bonds not so purchased. 125009/008/0276491LDOCv5} 14 (C) At least two (2) business days prior to the date established for payment of any principal of or interest on the Bonds, the County shall withdraw from the appropriate Account of the Debt Service Fund sufficient moneys to pay such principal or interest and deposit such moneys with the Paying Agent. Such deposits with the Paying Agent shall be made in moneys available to make payments of the principal of and interest on the Bonds as the same becomes due. Additional Bonds No Additional Bonds, payable on a parity with the Bonds then Outstanding pursuant to the Resolution, shall be issued except upon the conditions and in the manner provided in the Resolution. The County may issue one or more Series of Additional Bonds for any one or more of the following purposes: financing or refinancing the Costs of a Project, or the completion thereof, or refunding any or all Outstanding Bonds or of any Subordinated Indebtedness of the County. No such Additional Bonds shall be issued unless (1) no Event of Default (as specified in the Resolution) shall have occurred and be continuing thereunder and (2) the following conditions are complied with: (A) Except as otherwise provided in Section (D) below, there shall have been obtained and filed with the County a statement of the Clerk or his/her designee: (1) stating that he or she has examined the books and records of the County relating to the Infrastructure Sales Surtax Revenues which have been received by the County for deposit to the Restricted Revenue Account; (2) setting forth the amount of such Infrastructure Sales Surtax Revenues during any twelve (12) consecutive months designated by the County within the twenty-four (24) months immediately preceding the date of delivery of such Additional Bonds with respect to which such statement is made; and (3) stating that the amount of such Infrastructure Sales Surtax Revenues received during the aforementioned 12-month period equals at least 1.30 times the Maximum Annual Debt Service on the Prior Bonds and all Bonds then Outstanding and such Additional Bonds with respect to which such statement is made. Such report may be partially based upon a certification of certain matters related to the calculation of the Maximum Annual Debt Service by the County's financial advisor. (B) For the purpose of determining the Maximum Annual Debt Service under Section (A) above and for determining the Reserve Account Requirement for any Variable Rate Bonds, the interest rate on any Variable Rate Bonds then proposed to be issued and on any Outstanding Variable Rate Bonds then Outstanding shall be deemed to be the lesser of (1) the interest rate for 20-year revenue bonds published by The Bond Buyer no more than two weeks prior to the sale of the Variable Rate Bonds,or(2)the Maximum Interest Rate. (C) Additional Bonds shall be deemed to have been issued pursuant to the Resolution the same as the Outstanding Bonds, and all of the other covenants and other provisions of the Resolution (except as to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit, protection and security of the Holders of all Bonds issued pursuant to the Resolution. Except as provided in the Resolution, all Bonds, regardless of the time or times of their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources and security for payment therefrom without preference of any Bonds over any other; provided, however, that the County shall include a provision in any 125009/008/0276491LDOCv5} 15 Supplemental Resolution authorizing the issuance of Variable Rate Additional Bonds pursuant to the Additional Bonds test that in the event the principal thereof is accelerated due to such Bonds being held by the Credit Facility Provider, the lien of any accelerated debt due and owing such Credit Facility Provider on the Pledged Funds shall be subordinate in all respects to the pledge of the Pledged Funds created by the Resolution. (D) In the event any Additional Bonds are issued for the purpose of refunding any Bonds then Outstanding, the conditions of the Additional Bonds test shall not apply, provided that the issuance of such Additional Bonds shall result in a reduction of aggregate debt service. The conditions of Section (A) above shall apply to Additional Bonds issued to refund Subordinated Indebtedness and to Additional Bonds issued for refunding purposes which cannot meet the conditions of this paragraph. (E) In the event the Act is amended to provide for additional Infrastructure Sales Surtax Revenues to be distributed to the County, the County may, by Supplemental Resolution, extend the pledge of the Infrastructure Sales Surtax Revenues created pursuant to the terms of the Resolution to include such additional Infrastructure Sales Surtax Revenues and may then for the purpose of determining whether there are sufficient Infrastructure Sales Surtax Revenues to meet the coverage tests specified in (A) above, assume that such additional Infrastructure Sales Surtax Revenues were in effect during the applicable twelve (12) consecutive month period. Pursuant to the Resolution, the County may issue Additional Bonds on parity with the Series 2016 Bond and the Series 2025 Bonds. See"SECURITY FOR THE BONDS — Additional Bonds"herein for a description on the requirements which must be met for the issuance of Additional Bonds. The Series 2025 Bonds are being issued as Additional Bonds under the Resolution. Subordinated Indebtedness The County will not issue any obligation, other than Additional Bonds, except under the conditions and in the manner provided in the Resolution and described above under "SECURITY FOR THE BONDS — Additional Bonds," payable from the Pledged Funds or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien thereon in favor of the Bonds and the interest thereon. The County may at any time or from time to time issue evidences of indebtedness payable in whole or in part out of the Pledged Funds and which may be secured by a pledge of the Pledged Funds;provided, however,that such pledge shall be, and shall be expressed to be, subordinated in all respects to the pledge of the Pledged Funds created by the Resolution and shall not be subject to acceleration prior to maturity. The County shall have the right to covenant with the holders from time to time of any Subordinated Indebtedness to add to the conditions, limitations and restrictions under which any Additional Bonds may be issued pursuant to the Resolution. The County agrees to pay promptly any Subordinated Indebtedness as the same shall become due. Accession of Subordinated Indebtedness To Parity Status with the Bonds The County may provide for the accession of Subordinated Indebtedness to the status of complete parity with the Bonds, if (A) the County shall meet all the requirements imposed upon the issuance of Additional Bonds by the Resolution, assuming, for purposes of said requirements, that such 125009/008/02764911.DOCv5} 16 Subordinated Indebtedness shall be Additional Bonds and (B) the Reserve Account, upon such accession, shall contain an amount equal to the Reserve Account Requirement in accordance with the Resolution. If the aforementioned conditions are satisfied,the Subordinated Indebtedness shall be deemed to have been issued pursuant to the Resolution the same as the Outstanding Bonds, and such Subordinated Indebtedness shall be considered Bonds for all purposes provided in the Resolution. Books and Records The County will keep books and records of the receipt of the Infrastructure Sales Surtax Revenues in accordance with generally accepted accounting principles, and any Credit Facility Provider or Holder or Holders of at least$1,000,000 aggregate principal amount of Bonds shall have the right at all reasonable times to inspect the records, accounts and data of the County relating thereto. Receipt of Infrastructure Sales Surtax Revenues The County covenants to do all things necessary or required on its part by the Act or otherwise to maintain the levy and receipt of the Infrastructure Sales Surtax Revenues. The County shall exercise all legally available remedies to enforce such levy, collection and receipt now or hereafter available remedies to enforce such levy, collection and receipt now or hereafter available under law. The County will not take any action,including amending or supplementing the Infrastructure Sales Surtax Ordinance, or enter into any agreement that shall result in reducing the level of Infrastructure Sales Surtax Revenues received by the County from that level prevailing at the time the County takes such action or enters into such agreement. No Impairment, Limitation on Maturity of Bonds The pledging of the Pledged Funds in the manner provided herein shall not be subject to repeal, modification or impairment by any subsequent ordinance, resolution, agreement or other proceedings of the County. The County shall not (1) permit the Infrastructure Sales Surtax Ordinance to be terminated or expire while any Bonds remain Outstanding or (2)issue any Bonds maturing after the stated expiration date of the one cent local government infrastructure sales surtax authorized by the Infrastructure Sales Surtax Ordinance, as the same may be extended in accordance with the Act. Investments Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt Service Fund shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the laws of the State. Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt Service Fund, other than the Reserve Account,may be invested and reinvested in Authorized Investments maturing not later than the date on which the moneys therein will be needed for the purposes of such Fund or Account. "Authorized Investments" has the meaning ascribed thereto in "APPENDIX C — Composite of the Resolution" attached hereto. Moneys on deposit in the Reserve Account may be invested and reinvested in Authorized Investments which shall mature no later than ten (10) years from the date of investment. All investments shall be valued at market at least semi-annually. Any and all income received by the County from the investment of moneys in the Construction Fund, the Interest Account, the Principal Account, the Bond Amortization Account, the Restricted 125009/008/02764911.DOCv5} 17 Revenue Account and the Reserve Account (to the extent such income and the other amounts in the Reserve Account does not exceed the Reserve Account Requirement) shall be retained in such respective Fund or Account. Any and all income received by the County from the investment of moneys in the Reserve Account (only to the extent such income and other amounts in the Reserve Account exceeds the Reserve Account Requirement) shall be deposited in the Interest Account. Nothing contained in the Resolution shall prevent any Authorized Investments acquired as investments of or security for funds held under the Resolution from being issued or held in book-entry form on the books of the Department of the Treasury of the United States. Separate Accounts The moneys required to be accounted for in each of the funds, accounts and subaccounts established in the Resolution may be deposited in a single, non-exclusive bank account, and funds allocated to the various funds, accounts and subaccounts established in the Resolution may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit therein and such investments for the various purposes of such funds,accounts and subaccounts as provided in the Resolution. The designation and establishment of the various funds, accounts and subaccounts in and by the Resolution shall not be construed to require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such revenues as provided in the Resolution. INFRASTRUCTURE SALES SURTAX REVENUES General Pursuant to Chapter 212, Florida Statutes, as amended, the State of Florida is currently authorized to levy and collect a tax on sales, use and other transactions, including a sales tax of six percent (6%) on, among other things, the sales price of each item or article of tangible personal property sold at retail in the State, subject to certain exceptions and dealer allowances as set forth in Chapter 212, Florida Statutes. Pursuant to Chapter 212, Florida Statutes, counties are authorized to levy a local discretionary sales surtax of an additional one-half percent(1/z%) or one percent(1%) pursuant to an ordinance enacted by a majority of the members of the Board of County Commissioners and approved by referendum. Chapter 212, Florida Statutes, provides that the levy on such surtax may be extended upon approval of a majority of the electors of the County voting in a referendum on the discretionary sales surtax. Generally, the proceeds of the discretionary sales surtax may only be expended to finance, plan and construct "infrastructure" which is defined as any fixed capital expenditure or fixed capital costs associated with the construction, reconstruction or improvement of public facilities which have a life expectancy of five or more years and any land acquisition, land improvement, design and engineering costs related thereto. Pursuant to Section 212.055(2)(e), Florida Statutes, as amended, counties receiving discretionary sales surtax proceeds may pledge such proceeds for the purpose of servicing new bond indebtedness incurred pursuant to law. 125009/008/02764911.DOCv5 i 18 Section 212.055(2)(d)l., Florida Statutes, expressly states that neither the proceeds from the discretionary sales surtax nor the interest accrued thereon shall be used for operational expenses of any infrastructure. Because the County has been designated as an area of critical state concern, it is qualified to use only up to ten percent (10%) of the surtax proceeds for any public purpose other than for infrastructure purposes. Further restrictions prohibit counties from using the discretionary sales surtax to replace or supplant user fees or to reduce ad valorem taxes. The surtax applies to all transactions in the County that are subject to the State sales tax imposed on sales, use, rentals, admissions, and other transactions under Chapter 212, Florida Statutes. The surtax does not apply to the sales amount of tangible personal property greater than$5,000 or to long distance telephone service. The Florida Department of Revenue ("FDOR") has the responsibility to administer, collect, and enforce the discretionary sales surtax. Pursuant to Section 212.054(4)(b), Florida Statutes, the proceeds of the County's discretionary sales surtax collections (including the Replacement Local Option Communications Services Tax, described below) are transferred to the Discretionary Sales Surtax Clearing Trust Fund. A separate account in the trust fund is established for each county imposing such a surtax. FDOR is authorized to deduct three percent (3%) of the total revenue generated for all counties levying a surtax for administrative costs. The amount deducted for administrative costs is required to be used only for those costs solely and directly attributable to the surtax. The total administrative costs are prorated among those counties levying the surtax on the basis of the amount collected for a particular county to the total amount collected for all counties. However, FDOR is currently not deducting any amount of revenue for administering these taxes, even though the authorization currently exists to do so. FDOR is required to submit annually, no later than March 1st, a report detailing the expenses and amounts deducted for administrative costs to the President of the State Senate, the Speaker of the State House of Representatives,and the governing board of each county levying the surtax. Pursuant to Section 212.15, Florida Statutes, vendors are required to remit sales tax receipts (including proceeds of any discretionary sales surtax) by the twentieth (20th) day of the month immediately following the month of collection. No statute prescribes a deadline for remitting surtax proceeds from FDOR to the local governing bodies. However, according to the accounting division of FDOR, FDOR consistently remits the surtax proceeds to such local governing bodies by the end of the month immediately following receipt by FDOR. Communications Services Tax Portion of Discretionary Sales Surtax Effective October 1, 2001, the structure for the imposition of taxes on telecommunications and other communications services was completely changed by Chapter 202, Florida Statute (the "CST Law"). The CST Law rescinded or modified various taxes imposed upon certain telephone and other telecommunications and communications services (including the discretionary sales surtax on certain long distance services)and replaced the revenues from such taxes with revenues from a new state tax and a local option tax imposed on communications services (the "Local Option Communications Services Tax"). "Communications services" under the CST Law includes the transmission of voice, data, audio, video or any other information or signals, including cable services, by or through any medium or method currently in existence or in the future devised regardless of the protocol used for such transmission or conveyance. The "Replacement Local Option Communications Services Tax" is imposed in the County Pursuant to Section 202.19(5), Florida Statutes at a rate of 0.6% on the sale price of communications 125009/008/02764911.DOCv5} 19 services and the proceeds thereof are included in the Infrastructure Sales Surtax Revenues which are pledged to the Bonds. The Replacement Local Option Communications Services Tax collected under the CST Law is deposited along with the discretionary sales surtax into the Discretionary Sales Surtax Clearing Trust Fund and is then distributed by FDOR to the County as part of the discretionary sales surtax, with no distinction made as to the portion of the distribution constituting Replacement Local Option Communications Services Tax;thus, the Replacement Local Option Communications Services Tax collected, so deposited and transferred to the County is included in Infrastructure Sales Surtax Revenues. The Infrastructure Sales Surtax Revenues do not include the Local Option Communication Services Tax or other revenues received by the County pursuant to the CST Law. For purposes of the immediately preceding sentence, "Local Option Communications Services Tax" means any communications services taxes levied pursuant to Chapter 202, Florida Statutes (other than the Replacement Local Option Communication Services Tax levied pursuant to Section 202.19(5), Florida Statutes),which are distributed to the County from the Local Communications Services Tax Trust Fund. "Communication services" are defined as the transmission, conveyance, or routing of voice, data, audio, video, or any other information or signals, including video services, to a point, or between or among points, by or through any electronic, radio, satellite, cable, optical, microwave, or other medium or method now in existence or hereafter devised, regardless of the protocol used for such transmission or conveyance, including transmission, conveyance, or routing in which computer processing applications are used to act on the form, code, or protocol of the content for purposes of transmission, conveyance, or routing without regard to whether such service is referred to as voice-over-Internet-protocol services or is classified by the Federal Communications Commission as enhanced or value-added. The term does not include: (a) Information services. (b) Installation or maintenance of wiring or equipment on a customer's premises. (c) The sale or rental of tangible personal property. (d) The sale of advertising, including,but not limited to, directory advertising. (e) Bad check charges. (f) Late payment charges. (g) Billing and collection services. (h) Internet access service, electronic mail service, electronic bulletin board service,or similar on-line computer services. The amount of Replacement Local Option Services Tax revenues received by the County is subject to increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the County, (ii) legislative changes, and/or (iii) technological advances which could affect consumer preferences. 125009/008/02764911.DOCv5} 20 Local Actions and Limitations Pursuant to Ordinance No. 013-1989 enacted by the Board on May 23, 1989 and pursuant to a successful vote of the electors of the County held on August 8, 1989, the County was authorized to leery a local one-percent discretionary sales surtax for a period from November 1, 1989, and continuing through September 30, 2004 for the purposes of funding the following categories of infrastructure: recreational facilities, courthouses, parking, offices, roads, bridges, airport improvements, libraries, piers, auditoriums,riprap/seawalls,storm sewers,solid waste facilities,jails and police/fire facilities. On January 19, 2000, the Board enacted Ordinance No. 01-2000, calling a referendum for March 14, 2000, to consider whether to extend the levy of the local one-percent (1%) discretionary sales surtax through December 31, 2018 for the purposes of funding the following categories of infrastructure all of which have a life expectancy in excess of five years: wastewater facilities, recreation and conservation lands, marinas, courthouses, parking, offices, roads, bridges, airports, libraries, piers, auditoriums, riprap/seawalls, solid waste, jails, police/fire facilities, land acquisition, and storm water. In addition to the capital infrastructure projects described in the previous sentence, the funds so collected during the extension period, and interest accrued thereto, may also be expended on any public purpose, including maintenance of recreation and conservation lands, but only if: (1) the debt service obligation for the year is met; and (2) the County's comprehensive plan has been determined to be incompliance with Chapter 163, Part Il,Florida Statutes. The referendum was approved by the electors of the County. On July 18,2012, the Board enacted Ordinance No. 017-2012, calling a referendum for November 6, 2012 to extend the levy of the local one-percent (1%) discretionary sales surtax through December 31, 2033. Ordinance No. 017-20212 provided that effective January 1, 2019, the funds collected and interest accrued thereto shall be used only for wastewater, including payment of any wastewater infrastructure debt, until such time as the wastewater projects are completed or in progress and fully funded. Any remaining funds collected pursuant to the Infrastructure Sales Surtax Ordinance shall be available for all other purposes allowed under the Infrastructure Sales Surtax Ordinance at any time.The referendum was approved by the electors of the County. On September 21,2012, the Board enacted Ordinance No.023-2012 amending Ordinance No. 017- 2012 to clarify that a permissible purpose for the use Infrastructure Sales Surtax Revenues after of wastewater projects are completed or fully funded include the payment of any wastewater infrastructure debt which can be lawfully paid by Infrastructure Sales Surtax Revenues. On August 17, 2022, the Board enacted Ordinance No. 010-2022, calling a referendum for November 8, 2022 to extend the levy of the local one-percent (1%) discretionary sales surtax through December 31,2048.The referendum was approved by the electors of the County. Pursuant to the Infrastructure Sales Surtax Ordinance, the County may use the proceeds of the infrastructure sales surtax for the purpose of servicing new bond indebtedness that finances capital improvements authorized by Section 212.055,Florida Statutes and is incurred pursuant to general law. In addition to the one percent (1%) local government infrastructure sales surtax described above, there is also levied and collected within the County for the benefit of the County, Florida School District a one-half percent (1/2%) sales surtax on, among other things, the sales price of each item or article of tangible personal property sold at retail in the County. The levy of such sales surtax will expire on 125009/008/02764911.DOCv5} 21 December 31, 2036. The revenue derived from this surtax is not a revenue of the County or pledged to repay the Bonds. Distribution The discretionary sales surtax is distributed by the FDOR among the County and the Cities of Layton, Key Colony Beach, Key West and Marathon and the Villages of Islamorada as provided by the Florida Legislative Committee on Intergovernmental Relations. Florida law provides that, unless otherwise specified in an interlocal agreement, the distribution of the proceeds will be on the same basis as distribution of the so-called"Half-Cent Sales Tax" proceeds distributions under Section 218.62, Florida Statutes. The Infrastructure Sales Surtax Ordinance provides that the discretionary sales surtax be distributed pursuant to such statute. Such "Half-Cent Sales Tax" collected within a county and distributed to participating local government units is distributed among such county and municipalities therein in accordance with the formula detailed in Section 218.62, Florida Statutes, and shown below(the "Distribution Factor") and such Distribution Factor governs the distribution of the Infrastructure Sales Surtax collected within Monroe County among the County and the municipalities therein: County's Share Unincorporated 2/3 of the (expressed as a County + incorporated percentage) = population County population Total 2/3 of the County + incorporated population County population Each Municipality's municipality population Share (expressed as = Total 2/3 of the a percentage) County + incorporated population County population "Population" means the latest official State of Florida estimate of population certified prior to the beginning of the local government fiscal year. Should any unincorporated area of a county become incorporated as a municipality, the share received by the participating local governments would be adjusted accordingly. The share of the discretionary sales surtax that is to be distributed to the County will be affected by changes in the relative populations of the unincorporated and incorporated areas within the County. Such relative populations are subject to change through normal increases and decreases of population within the existing unincorporated and incorporated areas of the County and are also subject to change by annexation of previously unincorporated areas of the County by municipalities within the County. Such annexations would not only increase the population of the incorporated areas but also would, in equal amount, decrease the population of the unincorporated area. The Villages of Islamorada and the City of Marathon were incorporated in the County in the fiscal years ended September 30, 1998 and 2000, respectively. However, regardless of the incorporations that may be approved by voters of the County in the future, pursuant to the above formula the County will receive a minimum of forty percent (40%) of the discretionary sales surtax even if the entire County is incorporated. 125009/008/02764911.DOCv5} 22 The total amount of discretionary sales surtax collected within the County and distributed to the County is subject to increase or decrease due to increases or decreases in the dollar volume of taxable sales within the County, which, in turn, is subject to among other things, (i) legislative changes which may include or exclude from taxation sales of particular goods or services, and (ii) changes in the dollar volume of purchases in the County, which is affected by changes in population and economic conditions. The potential for increased use of electronic commerce and other internet-related sales activity could have a material adverse impact upon the amount of Infrastructure Sales Surtax Revenues collected by the County. Historical Distribution Factors The following table sets forth historical population distribution factors of the infrastructure sales surtax to the County(unincorporated) and the incorporated areas therein for the last ten(10) Fiscal Years. HISTORICAL POPULATION DISTRIBUTION FACTORS FOR INCORPORATED AND UNINCORPORATED MONROE COUNTY Fiscal Year Ended Unincorporated Incorporated September 30 Monroe County Monroe County 2023 60.50% 39.50% 2022 60.77 39.23 2021 60.46 39.54 2020 60.48 39.52 2019 60.87 39.13 2018 60.51 39.49 2017 60.12 39.88 2016 60.07 39.93 2015 59.93 40.07 2013 59.71 40.29 Source: The Florida Legislature's Office of Economic&Demographic Research(EDR) [Remainder of page intentionally left blank] 125009/008/02764911.DOCv5} 23 Historical Collections The following table sets forth the historical collections of the Infrastructure Sales Surtax Revenues by the County (and does not include any local government infrastructure sales surtax distributed to municipalities located in the County.) MONROE COUNTY,FLORIDA HISTORICAL INFRASTRUCTURE SALES SURTAX REVENUES(l)(2) Infrastructure Year Ended Sales Surtax Percentage September 30 Revenues(l)(2) Change 2024(3) $32,262,476 (1.4%) 20213) 32,729,351 (4.7) 2022 34,358,790 20.1 2021 28,613,898 44.1 2020(4) 19,863,169 (15.8) 2019 23,593,643 13.4 2018 20,805,323 (3.3) 2017 21,510,929 3.3 2016 20,817,676 3.3 2015 20,161,451 8.1 2014 18,653,970 8.6 (1) Monroe County, Florida Annual Comprehensive Financial Report for the Fiscal Year Ended September 30,2023,for fiscal years ended September 30,2014 through and including 2023. (2) The Infrastructure Sales Surtax Revenues for the Fiscal Year ended September 30, 2024 is [projected and]unaudited. (3) During the Fiscal Years 2023 and 2024, the County has experienced a slight reduction in monthly sales tax revenues compared to the record high collections in Fiscal Years 2022 and 2023. Infrastructure Sales Surtax Revenues in Fiscal Year 2024 appear to have reached a new normal with monthly year-over-year collections falling just short of those in Fiscal Year 2023. However, monthly Infrastructure Sales Surtax Revenues continue to consistently surpass those collected pre-pandemic. Total Infrastructure Sales Tax Revenue for Fiscal Year 2024 is anticipated to exceed the total collections for Fiscal Year 2019 by 36.8%. The County anticipates returning to pre- pandemic growth rates and no additional future collection reductions for Fiscal Years 2025 through 2029. (4) Due to the outbreak of the highly contagious COVID-19 pandemic in the United States in March 2020, the County experienced a negative financial and economic impact, including significantly decreased tourism which led to an increase in unemployment in certain sectors including especially travel, hospitality and restaurants. This led to quarantine, remote work and other "social distancing" measures throughout the United States which resulted in a period of less travel resulting in declines in certain revenue sources. In the County, many of the effects of COVID-19 were temporary as the State reopened and vaccines became available, and Infrastructure Sales Surtax Revenues collections have since rebounded and stabilized. 125009/008/02764911.DOCv5} 24 The amount of Infrastructure Sales Surtax Revenues received by the County for the three-month period ending December 2024 was $ (unaudited), which when compared to the same three- month period for the prior Fiscal Year ($ ) reflects an approximate total % [increase] in collections.The table below reflects month by month collections and percentage increase/decrease for that comparison period. Monthly Sales Tax Monthly Sales Revenue Tax Revenue Collections Percent Month Collections(') Month (unaudited)('-) Increase/(Decrease) October 2023 $ October 2024 $ % November 2023 November 2024 December 2023 December 2024 M The County received quarterly reconciliation distributions which are not included in the amounts described above. They included$ for the fourth quarter. (2) The County received quarterly reconciliation distributions which are not included in the amounts described above. They included$ for the fourth quarter. Source:Monroe County,Florida [Remainder of page intentionally left blank] 125009/008/02764911.DOCv5} 25 MONROE COUNTY,FLORIDA PRO FORMA DEBT SERVICE COVERAGE ON THE SERIES 2025 BONDS Pro-Forma Fiscal Maximum Debt Year Ended Annual Infrastructure Sales Service September 30 Debt Service(') Surtax Tax Revenues(2) Coverage 2024 $ $32,262,476 _x M Maximum Annual Debt Service includes actual debt service on the Series 2016 Bond and estimated debt service on the Series 2025 Bonds based on an estimated principal amount of $ a final maturity of April 1, and an estimated true interest cost rate of %. ('-) The Information Sales Surtax Revenues for the fiscal year ended September 30,2024 is [projected and] unaudited. Subordinated Debt The County has pledged and created a subordinate lien upon the Infrastructure Sales Surtax Revenues for the benefit of the Florida Department of Environmental Protection (FDEP") with respect to the Clean Water State Revolving Fund Construction Loan Agreement WW44071 (the "SRF Loan"). The SRF loan is also secure by certain special assessment revenues from the Cudjoe Regional Wastewater service area. The SRF Loan has fixed rates of interest ranging from 2.35% to 3.07% based upon different pools of funds awarded to the County through the original SRF Loan and amendments which provide additional funding. As of September 30, 2024, the outstanding liability under the SRF Loan was $136,002,469.99. The SRF Loan matures on December 15, 2038. In the event of a default under the FDEP Loan, FDEP has the ability to enforce certain remedies under the SRF Loan, including, but not limited to, acceleration of the repayment schedule and increasing the interest rate on the FDEP Loan by as much as 1.667 percent per annum. The County has pledged and created a subordinate lien upon the Infrastructure Sales Surtax Revenues for the benefit of the Key Largo Wastewater Treatment District (KLWTD") with respect to the Interlocal Agreement entered into by and between the County and KLWTD on May 20, 2015 (the "Mayfield Interlocal Agreement"). The Mayfield Interlocal Agreement does not bear interest. As of September 30, 2024, the outstanding liability under the Mayfield Interlocal Agreement was $2,500,000.00 The Mayfield Interlocal Agreement matures on April 1,2026. 125009/008/02764911.DOCv5} 26 ESTIMATED SOURCES AND USES OF FUNDS The estimated sources and uses of the proceeds of the Series 2025 Bonds are summarized below: SOURCES: Principal Amount $ [Plus/Less] Original Issue [Premium/Discount] Total Sources $ USES: Deposit to 2025 Project Account of the Construction Fund $ Costs of IssuanceM Total Uses $ M Includes the fees and out-of-pocket expenses for Bond Counsel, Disclosure Counsel, Financial Advisor,Underwriter's Discount, printing,ratings,legal and other associated costs of issuance. [Remainder of page intentionally left blank] 125009/008/02764911.DOCv5} 27 DEBT SERVICE SCHEDULE The following table sets forth the annual debt service schedule for the Bonds. Series 2025 Bonds Series 2016 Bond Year Bond Combined Ending Annual Annual Debt Annual April I Principal Interest Debt Service Service Debt Service 2025 $5,403,041.50 2026 5,399,739.00 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 TOTAL $10,802,780.50 1 25009/008/02764911.DOCv5} 28 INVESTMENT POLICY All investment activity of the County's pooled cash, not otherwise classified as restricted assets requiring separate investing is currently governed by an investment policy prepared by the Clerk and adopted by the Board on January 23,2019 (Resolution No. 032-2019). Such investments are limited to the following sectors, provided they meet all other Policy requirements: 1. U.S.Treasury 2. Government National Mortgage Association(GNMA) 3. Other U.S.Government Guaranteed (e.g.AID, GTC) 4. Federal Agency/Government Sponsored Enterprise(GSE): o Federal National Mortgage Association (FNMA); Federal Home Loan Mortgage Corporation (FHLMC); Federal Home Loan Bank or its District banks (FHLB); Federal Farm Credit Bank(FFCB).Federal Agency/GSE 5. Supranationals o Where U.S.is a shareholder and voting member 6. Corporates 7. Municipals 8. Agency Mortgage-Backed Securities(MBS) 9. Asset-Backed Securities(ABS) 10. Non-Negotiable Collateralized Bank Deposits or Savings Accounts 11. Commercial Paper(CP) 12. Bankers'Acceptances (BA) 13. Repurchase Agreements (Repo or RP) 14. Money Market Funds(MMFs) 15. Intergovernmental Pools (LGIPs) 16. Florida Local Government Surplus Funds Trust Funds General Investment and Limits 1. General investment limitations: a. Investments must be denominated in U.S. dollars and issued for legal sale in U.S. markets. b. Minimum ratings are based on the highest rating by any one Nationally Recognized Statistical Ratings Organization ("NRSRO"), unless otherwise specified. C. All limits and rating requirements apply at time of purchase. d. Should a security fall below the minimum credit rating requirement for purchase,the Investment Advisor(s)will notify the Clerk. e. The maximum maturity (or average life for MBS/ABS) of any investment is 5.50 years. Maturity and average life are measured from settlement date. The final maturity date can be based on any mandatory call, put, pre-refunding date, or other mandatory redemption date. 2. General portfolios limitations: a. The maximum effective duration of the aggregate portfolios is 3 years. 1 2 5009/008/02764911.DOCv5} 29 3. Investment in the following are permitted, provided they meet all other Policy requirements: a. Callable, step-up callable, called, pre-refunded, putable and extendable securities, as long as the effective final maturity meets the maturity limits for the sector. b. Variable-rate and floating-rate securities. C. Subordinated, secured and covered debt, if it meets the ratings requirements for the sector. d. Zero coupon issues and strips, excluding agency mortgage-backed Interest-only structures (I/Os). e. Treasury TIPS. 4. The following are NOT PERMITTED investments, unless specifically authorized by statute and with prior approval of the governing body: a. Trading for speculation. b. Derivatives (other than callables and traditional floating or variable-rate instruments). C. Mortgage-backed interest-only structures (I/Os). d. Inverse or leveraged floating-rate and variable-rate instruments. e. Currency, equity, index and event-linked notes (e.g. range notes), or other structures that could return less than par at maturity. f. Private placements and direct loans, except as may be legally permitted by Rule 144A or commercial paper issued under a 4(2) exemption from registration. g. Convertible,high yield,and non-U.S. dollar denominated debt. h. Short sales. i. Use of leverage. j. Futures and options. k. Mutual funds, other than fixed-income mutual funds and exchange-traded funds (ETF),and money market funds. 1. Equities,commodities,currencies and hard assets. Investment Officials or Investment Advisor may not invest in investment products that include the use of derivatives or reverse repurchase agreements, unless permitted by the County's Investment Policy. Additionally, securities lending transactions are not permitted by this Policy. A "derivative" is defined as a financial instrument the value of which depends on, or is derived from, the value of one or more underlying assets or index or asset values. Investments not listed in this Policy are prohibited. The Clerk shall have the option to further restrict investment percentages from time to time based on market conditions, risk and diversification investment strategies. The percentage allocation requirements for investment types and issuers are calculated based on the original cost, at the time of purchase, of each investment. The Board may further modify the aforementioned investment policy from time to time. For information relating to the investment of funds and accounts created pursuant to the Resolution, please see"APPENDIX C—Composite of the Resolution"attached hereto. 125009/008/0276491LDOCv5} 30 INVESTMENT CONSIDERATIONS General This section provides a general overview of certain investment considerations that should be taken into account, in addition to the other matters set forth in this Official Statement, in evaluating an investment in the Series 2025 Bonds and the sufficiency of the Pledged Funds expected to be generated by the County. This section is not meant to be a comprehensive or definitive discussion of the risks associated with an investment in the Series 2025 Bonds, and the order in which this information is presented does not necessarily reflect the relative importance of the investment considerations. Potential investors in the Series 2025 Bonds are advised to consider the following factors, among others, and to review this entire Official Statement to obtain information essential to the making of an informed investment decision. Any one or more of the investment considerations discussed below, among others, could lead to a decrease in the market value and/or the marketability of the Series 2025 Bonds. There can be no assurance that other investment considerations not discussed herein will not become material in the future. Limited Obligations The Series 2025 Bonds are not general obligations of the County, and neither the taxing power of the County nor the State is pledged as security for the Series 2025 Bonds. See "SECURITY FOR THE SERIES 2025 BONDS"in this document. Climate Change The State and County are naturally susceptible to the effects of extreme weather events and natural disasters including floods, droughts, and hurricanes, which could result in negative economic impacts on coastal communities such as the County. Such effects can be exacerbated by change in climate. The occurrence of such extreme weather events could damage the local infrastructure that provides essential services to the County. The economic impacts resulting from such extreme weather events could include a loss of property values, a decline in revenue base, and escalated recovery costs. No assurance can be given as to whether future extreme weather events will occur that could materially impair the financial condition of the County. In order to address the ongoing challenges related to climate change, extreme weather events, and sea level rise, the County has a Comprehensive Emergency Management Plan and works with the County's Information Technology Department to ensure effective IT Continuity of Business (COB) and Disaster Recover (DR)approaches are being followed. Among them being the use of a Category 5 rated colocation facility outside of the County as our primary data center, utilizing an enterprise grade 3-2-1 backup strategy on top of the built in redundancy of our Hyper Converged Infrastructure and a transition to enterprise cloud-based applications wherever possible. In the early morning hours of September 10, 2017, the County was impacted by Hurricane Irma. At approximately 9:00 am, the center of Hurricane Irma made landfall on Cudjoe Key, as a Category 4 storm with sustained winds of 130+ miles per hour, according to the National Weather Service. On September 4, 2017, the Board officially declared a local state of emergency enacting its emergency operation plan to take actions needed to ensure the health, safety, and welfare of the community. As a result, the County's Emergency Operations Center went to a Level 1-Full Activation on September 4, 2017. In anticipation of the storm, the County began its emergency protective measures on September 5, 2017 by issuing an evacuation order to begin on September 6, 2017 for vulnerable populations, visitors 125009/008/02764911.DOCv5} 31 and residents. The County's public shelters were opened at Florida International University in Miami Dade County. The County experienced catastrophic winds, rain and storm surge as high as 9 feet across the island chain. The County's emergency communications, water, sewer and electric utility infrastructure was damaged and services were interrupted for weeks. The County incurred substantial damage and expenses. Over 700 first responders came to the County to assist in life saving response activities and recovery. The County Emergency Operations Center was activated through the month of October 2017. As of 2024, the County continues to seek reimbursement for storm damage costs for Hurricane Irma through the Florida Division of Emergency Management and the Federal Emergency Management Agency ("FEMA"). The County experienced $41,056,020.49 in damages from Hurricane Irma and has received$28,875,407.09 in FEMA reimbursements and$7,747,874.42 in insurance payments. [The County expects to recover approximately %of the remainder.] In the early morning hours of September 28, 2022, the County was impacted by Hurricane Ian. As the storm passed approximately 70 miles to the west of the Florida Keys, it gained strength and momentum peaking at Category 5 hurricane strength before making landfall later that day in southwest Florida. On September 24, 2022, the Board officially declared a local state of emergency enacting its emergency operation plan to take actions needed to ensure the health, safety, and welfare of the community. As a result, the County's Emergency Operations Center went to a Level 2-Partial Activation on September 24, 2022. In anticipation of the storm, the County began additional emergency protective measures on September 24, 2022 by conducting outreach to the Monroe County Special Needs Client Registry to determine the need for shelter. On September 27, 2022, the County initiated messaging advising all residents and visitors to shelter in place beginning the evening of September 27, 2022. That evening the County Emergency Management opened the Key West High School as a shelter for the Lower Keys community. The County experienced Tropical Storm force sustained winds, and Hurricane Force wind gusts of 70 mph in the Lower Keys. Storm surge reached as high as 3 feet was experienced across the island chain. The County's emergency communications, water and sewer maintained service. Electric utility infrastructure was damaged, and services were interrupted. The County incurred substantial damage and expenses. The County Emergency Operations Center was activated through the month of October 2022, assisting FEMA with the distribution of individual assistance to our residents. As of 2024, the County continues to seek reimbursement for storm damage costs for Hurricane Ian through the Florida Division of Emergency Management and the FEMA. The County experienced $13,817,807.62 in damages from Hurricane Ian, has received $154,907.35 in FEMA reimbursements and is expecting to receive a total of $10,000,00.00 in insurance payments ($6,765,407.25 has already been paid as of September 30,2024). [The County expects to recover approximately %of the remainder.] Cyber-Security The County, like many other governmental entities, relies on a technology environment to conduct its operations. As such, it may face multiple cybersecurity threats including but not limited to, hacking, viruses,malware and other attacks on computer or other sensitive digital systems and networks. Computer networks and systems used for data transmission and collection are vital to the efficient operations of the County. County systems provide support to departmental operations and constituent services by collecting and storing sensitive data, including intellectual property, security information, proprietary business process information, information applying to suppliers and business partners, and personally identifiable information of customers, constituents and employees. The secure processing, maintenance and transmission of this information is critical to departmental operations and the provision of citizen services. Increasingly, entities in every sector are being targeted by cyberattacks seeking to obtain confidential data or disrupt critical services. A rapidly changing cyber risk landscape may introduce new 125009/008/02764911.DOCv5} 32 vulnerabilities that attackers/hackers can exploit in attempts to effect breaches or service disruptions. Employee error and/or malfeasance may also contribute to data loss or other system disruptions. Any such breach could compromise networks and the confidentiality, integrity and availability of systems and the information stored there. The County maintains a robust cybersecurity framework to safeguard its network and data. All personnel accessing the County's network undergo mandatory cybersecurity training within thirty (30) days of hire and thereafter conduct annual trainings. As part of ongoing security awareness efforts, the County's Information Technology ("IT") Department conducts phishing tests four to eight times per year, keeping employees alert to potential email-based security threats. There are three people specifically tasked with cybersecurity roles in the IT Department(Network/Security Manager, Infrastructure/Security Manager and Service Desk/Security Manager) and those three managers join with the Director of IT to form the County's Security Council which coordinate on strategy, projects and operational procedures. Cybersecurity is a shared responsibility among all the IT Department personnel which fosters a culture of collective vigilance. The County employs multiple 24/7 managed detection and alert services, providing continuous monitoring and incident notification. To reinforce security measures, multifactor authentication is required for all administrator accounts, encompassing both device authentications and cloud-based logins. The IT Department diligently performs regular patching and security verification through a combination of internal and external scans. Additionally, ongoing cybersecurity assessments are conducted to proactively identify and mitigate potential vulnerabilities, with our most recent assessment/penetration test occurring in late 2023. Over the last ten (10) years, the County has been pursuing a cloud first policy in the identification and procurement of important software projects, such that many of our most critical software products are now hosted and managed by a distributed group of software vendors in distributed data centers around the world. Examples of software now managed in those software vendors' data centers and delivered to us as a service rather than an application that lives in our data center include Human Resources and Finance using Workday,Building and Permitting using Oracle OPAL Fusion Cloud, Document Management using Laserfiche Cloud, Roads and Bridges using Elements XS Cloud and Emergency Management Response using WebEOC. This approach has significantly limited the impact that a negative event in our data center would have on the ongoing services provided by the County. For those applications, data sets and services that do reside in our data center (which is a Category 5 rated colocation facility in the center of Miami, 20 miles away from the beach), we use a Hyper Converged Infrastructure to ensure the integrity and protection of that environment. The County has also established a resilient, multifaceted 3-2-1 backup system which includes secure off-site backup storage, ensuring data integrity and enabling swift recovery in the event of any security incidents. Over the last ten(10) years, the County has not had to deal with a ransomware or other similar successful attack. The County has had multiple email-based attempts that were initiated over the years,but local endpoint anti-virus software has been effective in those instances where both the malicious code makes it past our email threat detection or firewall threat detection and that malicious code is triggered by our trained and vigilant staff. Additionally, during the 2022 Florida Legislative session, CS/HB 7055 was passed which requires State agencies and local governments, such as the County, to report all ransomware incidents and high severity level cybersecurity incidents to the Cybersecurity Operations Center ("CSOC") and the Cybercrime Office within the Florida Department of Law Enforcement as soon as possible but no later than 48 hours after discovery of the cybersecurity incident and no later than 12 hours after discovery of a ransomware incident. Local governments must also report such incidents to their respective sheriff's office. CS/HB 7055 requires state agencies to report low level cybersecurity incidents and provides that local governments may report such incidents. It also requires state agencies and local governments to 125009/008/02764911.DOCv5} 33 submit after-action reports to FLDS following a cybersecurity or ransomware incident. CS/HB 7055 requires the CSOC to notify the State Legislature of high severity level cybersecurity incidents. State agency and local government employees are required to undergo certain cybersecurity training within thirty(30) days of employment and annually thereafter. Further, local governments are required to adopt cybersecurity standards that safeguard the local government's data,information technology("IT"), and IT resources and it is illegal for any local government in the State to pay ransoms when attacked. The effective date of CS/HB 7055 was July 1,2022. Economic Conditions Economic conditions outside the control of the County could adversely affect projects and Infrastructure Sales Surtax Revenues. High levels of inflation in the United States can impact the cost of goods, including construction materials and products needed by the County. Additionally, the County can encounter adverse effects resulting from labor shortages and supply chain issues, specifically related to the delivery of goods and construction materials. Delayed deliveries and rising costs have the potential to impact the completion of projects. Therefore, for new projects that have not yet started, the County is taking these factors into account in budgeting and scheduling. It is possible that the United States, including the State, may experience supply chain issues and inflation in the future which could impact State and local government finances. The County is very dependent on tourism and circumstances which impact tourism can also impact economic conditions. Legislation and Regulation The federal and State legislatures and agencies could enact legislation or regulations that may have a material adverse effect on the County's finances, Pledged Funds or the 2025 Project. There can be no assurance that such legislation, regulations or other proposals will not be introduced or enacted in the future that would, or might apply to, or have a material adverse effect upon, the County's finances, Pledged Funds or the 2025 Project. Pandemics The outbreak of the highly contagious COVID-19 pandemic in the United States that occurred March 2020 had a negative financial impact on local, state and national economies around the globe, including initially significantly increased unemployment in certain sectors including especially travel, hospitality and restaurants. COVID-19 led to quarantine, remote work and other "social distancing" measures throughout the United States which resulted in a period of less travel resulting in declines in certain revenue sources. While many of the effects of COVID-19 were temporary, it altered the behavior of businesses and people in a manner resulting in negative impacts on global and local economies, including supply chain issues and rising inflation. There can be no guarantee that COVID-19 or another outbreak of a highly contagious disease will not have negative financial impacts on the County on the collection of ad valorem taxes in the future. This section does not purport to summarize all risks that may be associated with purchasing or owning the 2025 Bonds and prospective purchasers are advised to read this Official Statement in its entirety for a more complete description of investment considerations relating to the Series 2025 Bonds. 1 2 5009/008/02764911.DOCv5} 34 LEGAL MATTERS Certain legal matters incident to the validity of the Series 2025 Bonds are subject to the approval of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, whose approving opinion in the form attached hereto as "APPENDIX D — Form of Opinion of Bond Counsel" will be furnished without charge to the purchasers of the Series 2025 Bonds at the time of their delivery. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date, and subsequent distribution of it by recirculation of the Official Statement or otherwise shall create no implication that subsequent to the date of the opinion Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion. Bond Counsel has not been engaged or undertaken to review (i) the accuracy, completeness or sufficiency of this Official Statement or any other offering material related to the Series 2025 Bonds except as may be provided in the supplemental opinion of Bond Counsel to the Underwriter, upon which only it may rely, or (ii) the compliance with any federal or state law with regard to the sale or distribution of the Series 2025 Bonds. Certain legal matters will be passed upon by Bob Shillinger, Esq., County Attorney, and by Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel to the County. See also "CONTINGENT FEES"herein. [LITIGATION There is no pending or,to the knowledge of the County, any threatened litigation against the County of any nature whatsoever which in any way questions or affects the validity of the Series 2025 Bonds, or any proceedings or transactions relating to their issuance, sale,execution,or delivery,or the adoption of the Resolution, or the pledge of the Pledged Funds. Neither the creation, organization or existence, nor the title of the present members of the Board, or other officers of the County is being contested. The County experiences claims, litigation, and various legal proceedings which individually are not expected to have a material adverse effect on the operations or financial condition of the County, but may, in the aggregate, have a material impact thereon. In the opinion of the County Attorney, however, except as described below, the County will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences on the financial condition of the County.] [Under Review) GRAND JURY INVESTIGATION AND RELATED INDICTMENTS On August 29, 2024, the Grand Jury issued a report regarding the investigation of the State Attorney into alleged employee theft of numerous vials of narcotics drugs and controlled substances from the County's Fire Rescue Department from 2010 through 2022, and indicted four current or former public officials and employees relating thereto. Mr.Roman Gastesi served as County Administrator from May 2008 to February 23, 2024 when he retired, and thereafter continued to serve the County for 6- months as a volunteer to the Board so as not to violate the terms of Florida's Deferred Retirement Option Program (DROP). After the six months, the Board could then rehire Mr. Gastesi as the County Administrator. Mr. Gastesi, one of the indicted public officials, was indicted on one count of official misconduct as a public official. The Grand Jury report followed a criminal investigation by the Sheriff, 125009/008/02764911.DOCv5} 35 and an internal audit by the Clerk of the Emergency Medical Service (EMS) and Trauma Star Air Ambulance Program of the County, both of which began upon being notified by the former Fire Chief. The audit was completed by the Clerk in May 2023 with a 79-page report. The Clerk made recommendations to management of the County's Fire Rescue Department, and management provided written responses. Relating to such Program, the Grand Jury was critical in the report of the Board for renewing contracts with private parties without ensuring contractual compliance and appropriate oversight, and of administrative leadership for abuse of power, a toxic workplace and culture for many years, and a lack of management controls, accountability, transparency and integrity. The Grand Jury made several recommendations and strongly encouraged that they be adopted and implemented, and if not adopted, the Board was required to provide written explanation to the Grand Jury and provide explanation at a public BOCC meeting before the end of 2024. The recommendations included but are not limited to: that Mr. Gastesi be immediately terminated from all Monroe County positions, including volunteer positions; that there be implementation of an internal affairs division to handle Fire Rescue Department personnel discipline similar to what is afforded for law enforcement officers under Chapter 112, Florida Statutes; that there be implementation of random drug testing for all County employees in special-risk positions; that there be implementation of more due process for handling of employee complaints; that there be an update to whistleblowing/anonymous reporting processes; that Board members and County management be required to complete annual ethics, compliance in the workplace and leadership training; that the Board hire an independent third-party firm to conduct a review of all contracts for services to determine contract compliance before renewal; and that the Board implement more checks and balances as it pertains to the County Administrator position, including requiring written monthly reports of the County Administrator of department work environments, work product and efficiency along with pending complaints and incidents related to public trust or accountability. [As of 2024, either (i) such recommendations have been adopted and implemented or (ii) a written explanation to the Grand Jury was provided and an explanation was provided at a public Board meeting.] The investigations, reports and indictments described above are unrelated to the Series 2025 Bonds, the source of security therefore, or the 2025 Project being financed thereby. The Board retained a new permanent County Administrator, Christine Hurley, on September 11, 2024. Of the four indicated officials and employees,none remain under contract or in the employ of the County though one employee, Captain Andrea Thompson, is seeking reinstatement through the Monroe County Career Service Council. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectly offer or sell securities of the County except by an offering circular containing full and fair disclosure of all defaults as to principal or interest on its obligations since December 31, 1975,as provided by rule of the Office of Financial Regulation within the Florida Financial Services Commission (the "FFSC"). Pursuant to administrative rulemaking, the FFSC has required the disclosure of the amounts and types of defaults, any legal proceedings resulting from such defaults, whether a trustee or receiver has been appointed over the assets of the County, and certain additional financial information,unless the County believes in good faith that such information would not be considered material by a reasonable investor. The County is not and has not been in default on any bond issued since December 31, 1975 that would be considered material by a reasonable investor. The County has not undertaken an independent review or investigation of securities for which it has served as conduit issuer. The County does not believe that any information about any default on such securities is appropriate and would be considered material by a reasonable investor in the Series 125009/008/02764911.DOCv5} 36 2025 Bonds because the County would not have been obligated to pay the debt service on any such securities except from payments made to it by the private companies on whose behalf such securities were issued and no funds of the County would have been pledged or used to pay such securities or the interest thereon. TAX MATTERS Opinion of Bond Counsel In the opinion of Bond Counsel, the form of which is included as APPENDIX D hereto, the interest on the Series 2025 Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax under existing statutes, regulations, rulings and court decisions; provided, however, with respect to certain corporations, interest on the Series 2025 Bonds is taken into account in determining the annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on such corporations. Failure by the County to comply subsequent to the issuance of the Series 2025 Bonds with certain requirements of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to requirements regarding the use, expenditure and investment of Series 2025 Bond proceeds and the timely payment of certain investment earnings to the Treasury of the United States, may cause interest on the Series 2025 Bonds to become includable in gross income for federal income tax purposes retroactive to their date of issuance. The County has covenanted in the Resolution to comply with all provisions of the Code necessary to, among other things, maintain the exclusion from gross income of interest on the Series 2025 Bonds for purposes of federal income taxation. In rendering its opinion,Bond Counsel has assumed continuing compliance with such covenants. Internal Revenue Code of 1986 The Code contains a number of provisions that apply to the Series 2025 Bonds, including, among other things,restrictions relating to the use or investment of the proceeds of the Series 2025 Bonds and the payment of certain arbitrage earnings in excess of the "yield" on the Series 2025 Bonds to the Treasury of the United States of America. Noncompliance with such provisions may result in interest on the Series 2025 Bonds being included in gross income for federal income tax purposes retroactive to their date of issuance. Collateral Tax Consequences Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of, the Series 2025 Bonds. Prospective purchasers of Series 2025 Bonds should be aware that the ownership of Series 2025 Bonds may result in other collateral federal tax consequences. For example, ownership of the Series 2025 Bonds may result in collateral tax consequences to various types of corporations relating to (1) denial of interest deduction to purchase or carry such Bonds, (2) the branch profits tax, and (3) the inclusion of interest on the Series 2025 Bonds in passive income for certain Subchapter S corporations. In addition, the interest on the Series 2025 Bonds may be included in gross income by recipients of certain Social Security and Railroad Retirement benefits. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2025 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX 125009/008/02764911.DOCv5} 37 CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES REFERRED TO ABOVE. PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS FOR INFORMATION IN THAT REGARD. Other Tax Matters Interest on the Series 2025 Bonds may be subject to state or local income taxation under applicable state or local laws in other jurisdictions. Purchasers of the Series 2025 Bonds should consult their oven tax advisors as to the income tax status of interest on the Series 2025 Bonds in their particular state or local jurisdictions. The Inflation Reduction Act, H.R. 5376(the IRA), was passed by both houses of the U.S. Congress and was signed by the President on August 16, 2022. As enacted, the IRA includes a 15 percent alternative minimum tax to be imposed on the "adjusted financial statement income," as defined in the IRA, of certain corporations for tax years beginning after December 31, 2022. Interest on the Series 2025 Bonds will be included in the "adjusted financial statement income" of such corporations for purposes of computing the corporate alternative minimum tax. Prospective purchasers that could be subject to this minimum tax should consult with their own tax advisors regarding the potential tax consequences of owning the Series 2025 Bonds. During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2025 Bonds. In some cases, such proposals have contained provisions that altered these federal tax consequences on a retroactive basis. Such alterations of federal tax consequences may have affected the market value of obligations similar to the Series 2025 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the Series 2025 Bonds and their market value. No assurance can be given that additional legislative proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon,the Series 2025 Bonds. Original Issue Discount Certain of the Series 2025 Bonds (the'Discount Bonds") may be offered and sold to the public at an original issue discount, which is the excess of the principal amount of the Discount Bonds over the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which initial offering price a substantial amount of the Discount Bonds of the same maturity was sold. Original issue discount represents interest which is excluded from gross income for federal income tax purposes to the same extent as interest on the Discount Bonds. Original issue discount will accrue over the term of a Discount Bond at a constant interest rate compounded semi-annually. An initial purchaser who acquires a Discount Bond at the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period such purchaser holds such Discount Bonds and will increase the adjusted basis in such Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Discount Bonds. The federal income tax consequences of the purchase, ownership and prepayment, sale or other disposition of Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which 125009/008/02764911.DOCv5} 38 differ from those above. Owners of Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, prepayment or other disposition of such Discount Bonds and with respect to the state and local tax consequences of owning and disposing of such Discount Bonds. Original Issue Premium Certain of the Series 2025 Bonds (the"Premium Bonds") may be offered and sold to the public at an initial offering price in excess of the principal amount of such Premium Bond, which excess constitutes to an initial purchaser amortizable bond premium which is not deductible from gross income for Federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of the Premium Bonds which term ends on the earlier of the maturity or call date for each Premium Bond which minimizes the yield on said Premium Bonds to the purchaser. For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial offering to the public at the initial offering price is required to decrease such purchaser's adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning such Premium Bonds. The federal income tax consequences of the purchase, ownership and sale or other disposition of Premium Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. Owners of the Premium Bonds are advised that they should consult with their own tax advisors with respect to the state and local tax consequences of owning such Premium Bonds. RATINGS and are expected to assign a rating of " " ( outlook) and ( outlook), respectively, to the Series 2025 Bonds. The ratings reflect only the views of said rating agencies and an explanation of the ratings may be obtained only from said rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or withdrawal of any of such ratings may have an adverse effect on the market price of the Series 2025 Bonds. An explanation of the significance of the ratings can be received from the rating agencies at the following addresses: FINANCIAL ADVISOR The County has retained PFM Financial Advisor LLC, Coral Gables, Florida, as Financial Advisor in connection with the County's financing plans and with respect to the authorization and issuance of the Series 2025 Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The Financial Advisor did not participate in the underwriting of the Series 2025 Bonds. 125009/008/02764911.DOCv5} 39 AUDITED FINANCIAL STATEMENTS The general purpose financial statements of the County as of September 30,2023 and for the year then ended, attached hereto as "APPENDIX B — Annual Comprehensive Financial Report for the Fiscal Year Ended September 30, 2023," have been audited by RSM US LLP, independent auditors, as stated in their report appearing therein. The consent of the County's auditor to include in this Official Statement the aforementioned report was not requested, and the general purpose financial statements of the County are provided only as publicly available documents. The auditor was not requested nor did they perform any other procedures with respect to the preparation of this Official Statement or the information presented herein. The Series 2025 Bonds are payable from Pledged Funds as described in the Resolution and the Series 2025 Bonds are not otherwise secured by, or payable from, the general revenues of the County. See "SECURITY FOR THE BONDS" herein. The general purpose financial statements are presented for general information purposes only. The County covenanted and agreed in the Resolution to, immediately after the close of each Fiscal Year, cause the financial statements of the County to be properly audited by a recognized independent certified public accountant or recognized independent firm of certified public accountants, and shall require such accountants to complete their report on the annual financial statements in accordance with applicable law. The annual financial statement shall be prepared in conformity with generally accepted accounting principles consistently applied. UNDERWRITING The Series 2025 Bonds are being purchased at competitive sale by (the "Underwriter") at an aggregate purchase price of $ (representing the par amount of the Series 2023 Bonds of $ [plus/less] an original issue [premium/discount] of $ and less an Underwriter's discount of $ J. The Underwriter's obligations are subject to certain conditions precedent, and it will be obligated to purchase all of the Series 2025 Bonds if any Series 2025 Bonds are purchased. The Series 2025 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2025 Bonds into investment trusts)at prices lower than such public offering prices, and such public offering prices may be changed, from time to time,by the Underwriter. The Underwriter and its affiliates are full-service financial institutions engaged in various activities that may include securities trading, commercial and investment banking, municipal advisory, brokerage, and asset management. In the ordinary course of business, the Underwriter and its affiliates may actively trade debt and, if applicable, equity securities (or related derivative securities) and provide financial instruments (which may include bank loans, credit support or interest rate swaps). The Underwriter and its affiliates may engage in transactions for their own accounts involving the securities and instruments made the subject of this securities offering or other offering of the County. The Underwriter and its affiliates may also communicate independent investment recommendations, market color or trading ideas and publish independent research views in respect of this securities offering or other offerings of the County. The Underwriter and its affiliates may make a market in credit default swaps with respect to municipal securities in the future. 125009/008/02764911.DOCv5} 40 CONTINGENT FEES The County has retained Bond Counsel, Financial Advisor and Disclosure Counsel with respect to the authorization, sale, execution and delivery of the Series 2025 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriter to be paid by the County are each contingent upon the issuance of the Series 2025 Bonds. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2025 Bonds upon an event of default under the Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Resolution and the Series 2025 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2025 Bonds, including Bond Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. See "APPENDIX C — Composite the Resolution" attached hereto for a description of events of default and remedies. CONTINUING DISCLOSURE The County has covenanted for the benefit of the Series 2025 Bondholders to provide certain financial information and operating data relating to the County and the Series 2025 Bonds in each year, and to provide notices of the occurrence of certain enumerated material events. The County has agreed to file annual financial information and operating data and the audited financial statements with each entity authorized and approved by the SEC to act as a repository (each a "Repository") for purposes of complying with Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934 (the"Rule"). Effective July 1, 2009, the sole Repository is the Municipal Securities Rulemaking Board. The County has agreed to file notices of certain enumerated material events, when and if they occur, with the Repository either itself or through its dissemination agent. Currently, the County's dissemination agent is Digital Assurance Certification,L.L.C. The specific nature of the financial information, operating data, and of the type of events which trigger a disclosure obligation, and other details of the undertaking are described in "APPENDIX E - Form of Continuing Disclosure Certificate" attached hereto. The Continuing Disclosure Certificate shall be executed by the County prior to the issuance of the Series 2025 Bonds. These covenants have been made in order to assist the Underwriter in complying with the continuing disclosure requirements of the Rule. With respect to the Series 2025 Bonds,no party other than the County is obligated to provide, nor is expected to provide, any continuing disclosure information with respect to the Rule. The County's dissemination agent for the Series 2025 Bonds will initially be Digital Assurance Certification,LLC. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The references, excerpts, and summaries of all documents, statutes, and information concerning the County and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the 125009/008/02764911.DOCv5} 41 Series 2025 Bonds, the security for the payment of the Series 2025 Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. Copies of such documents may be obtained from the office of the County Administrator, the Historic Gato Cigar Factory, 1100 Simonton Street,Suite2-205,Key West,Florida 33040. The information contained in this Official Statement has been compiled from official and other sources deemed to be reliable, and is believed to be correct as of the date of the Official Statement, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by the Underwriter. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2025 Bonds. The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements. [Remainder of page intentionally left blank] 125009/008/02764911.DOCv5} 42 AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the County. At the time of delivery of the Series 2025 Bonds, the County will furnish a certificate to the effect that nothing has come to their attention which would lead it to believe that the Official Statement (other than information herein related to the DTC, the book-entry only system of registration and the information contained under the caption"TAX MATTERS" as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2025 Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein,in the light of the circumstances under which they were made,not misleading. MONROE COUNTY,FLORIDA By: Mayor,Board of County Commissioners By: County Administrator 125009/008/02764911.DOCv5} 43 APPENDIX A GENERAL INFORMATION REGARDING MONROE COUNTY,FLORIDA 125009/008/02764911.DOCv5l APPENDIX A GENERAL INFORMATION REGARDING MONROE COUNTY,FLORIDA The following information concerning Monroe County, Florida (the "County"), is included only for the purposes of supplying general information regarding the primary community served by the County. The Series 2025 Bonds are payable solely from the Pledged Funds described herein, and are not payable or secured by other properties of the County or any other political subdivision of the State of Florida. General Information The County was constitutionally formed in 1823. It is comprised of a string of subtropical islands that stretch more than one hundred miles into the Atlantic Ocean. These islands are connected in a chain- like fashion to the mainland by a series of forty-two bridges. The longest bridge, known as the "7 Mile Bridge," connects Knight's Key in the Middle Keys to Little Duck Key in the Lower Keys. It was among the longest bridges in existence when it was initially built from 1909 to 1912. A new bridge was finished in 1982 but the old bridge still remains in place and services, via pedestrians and cyclists, Pigeon Key, the historic island at the center of the bridge. The County is the southernmost county in the United States with only one road, U.S. 1, connecting some of the islands known as the Florida Keys. The Zero Mile Marker for U.S. 1 is outside of the County courthouse in Key West. The majority of U.S. 1 was built on the former right-of-way of Henry Flagler's Florida East Coast Railroad which was destroyed as a direct result of the 1935 hurricane. This road is 2,369 miles from Key West to Fort Kent,Maine, at the Canadian border. The County section of the road is more commonly known as the "Overseas Highway" and referred to as the Florida Keys Scenic Highway. The corridor extends five miles into the crystal clear waters on each side of the highway. The County seat, Key West, is approximately one hundred and fifty (150) miles southwest of Miami. Havana, Cuba lies a mere ninety(90) miles to the south. The County is identified by the Florida Department of Commerce, Division of Community Planning, Development, and Services as the "Florida Keys Area of Critical State Concern" due the environmental sensitivity of its lands. Moreover, the County's outdoor recreation lands falls under the Florida Forever conservation and recreation program which reviews all growth and development decisions as outlined in comprehensive plans and the land development regulations. The County has a mild, sub-tropical climate. The average annual temperature is 76.1 degrees, with an average temperature during the winter of 62.7 degrees and a summer average of 89.5 degrees. The highest temperature recorded was 96 degrees in 2023, and the lowest temperature recorded was 41 degrees in 1981. Precipitation (45.9 inches per year) is characterized by wet and dry seasons in June through October and December through March,respectively. History Initial European contact with the Florida Keys, then occupied by the Calusa Indians, occurred in 1513 with Ponce de Leon's exploration of the Straits of Florida. As a consequence of an Indian war in which the remains of the slain were left to the elements, the island was named Cayo Hueso, or Bone Key, which was later anglicized to Key West. In 1815, the Florida Keys were granted to Juan Pablo Salas by the Spanish governor of Florida. In 1821, Florida became a United States territory. Nevertheless, Salas {25009/008/02764911.DOCv5} A-1 sold the island to John Simonton of Mobile, Alabama, for $2,000. In 1823, Commodore David Porter established a United States naval base on the island. During the period immediately following, in excess of 120 vessels, many from the Bahamas, were employed in the wrecking business in direct competition with emigrants from New England. The City of Key West was incorporated in 1828. Federal legislation permitting salvaging of property from wrecked ships was the principal reason the City of Key West grew by the 1890's to the wealthiest city, per capita, in the United States. In 1831, the first cigar factory was established in Key West, and by 1869, the City of Key West became the largest clear-Havana cigar manufacturing city in the United States. The strategic importance of Key West was demonstrated in 1823, when the West Indian Anti- Piracy Squadron established its base there. Key West's connection with the military dates from this period, and its fortunes were thereafter linked to federal decisions concerning military presence in the Gulf of Mexico. The economic importance of Key West was affected by the excellence of its harbor at the time of the completion of the Panama Canal, and its proximity to Cuba. In 1912, the Overseas Railway from Miami to Key West was completed. This constituted building a railroad 128 miles out to sea, spanning 29 islands of the Florida Keys, and connecting Key West and Havana, Cuba, by train-ferry with the rest of Florida. An estimated average of 3,000 men labored approximately seven years, at a total cost of approximately$50 million to complete the railroad that for the next 22 years would provide a round trip from Miami to Havana, including meals for $24. In 1938, the State of Florida completed a modern highway on the bed of the railroad tracks, permitting motorists to drive from Miami to Key West. That highway and its series of bridges have recently undergone renovation. In 1920, the first international air passenger service and the first international air mail routes for the United States were established between Key West and Havana, Cuba; and in 1927, the Key West airport was designated the first Airport of Entry in the United States. Pan American Airlines was established at Key West in 1927. In 1942, a fresh water pipeline from the mainland was opened. A new pipeline from the mainland, as well as new mainland water treatment facilities and pumping stations, were completed in 1982. Those facilities have substantially increased the quantity of water which can be delivered to the Keys. These facilities are currently administered by the Florida Keys Aqueduct Authority. In 1946,President Truman created the"Little White House" in Key West on the Naval Annex that bears his name. Recent development has resulted in substantial historic renovation and restoration and continuing growth of tourist activity. Government The County has a five-member Board of County Commissioners elected for staggered terms of four years. The Mayor (Chairman) and the Mayor Pro-Tem (Vice Chairman) are elected by the Board. The Board apportions and levies County taxes and controls the expenditure of all County funds, except for schools, which are controlled by The School Board of Monroe County (the "School Board"). The budget year of the County runs from October 1 to the following September 30. Operating revenue is 125009/008/02764911.DOCv5} A-2 raised mainly from ad valorem real and personal property taxes,with supplements from state and federal sources for county roads, welfare and health. The Board operates the county road system and has the power to establish, build, maintain, repair, protect and preserve these facilities. The County may issue bonds for all lawful purposes. The Board is responsible for various types of elections in the County. Other elected officials serving county-wide are a five-member School Board, a Property Appraiser, a Tax Collector, a Supervisor of Elections, a Sheriff, and a Clerk of the Circuit Court who is also ex officio Clerk of the Board of County Commissioners. The Board appoints a County Administrator who serves at the pleasure of the Board. The Military The United States Naval Station at Key West (the "Naval Station") was established in 1823 with the formation of the West Indian Anti-Piracy Squadron. Some construction began in 1823, and the permanent construction of the Naval Building began in 1856. In 1974, the Naval Station was disestablished, though military operations still exist within the City of Key West, including a medical facility, substantial barracks and military housing for Boca Chica Air Station and numerous federal agencies such as the United States Coast Guard and the Department of Agriculture. The present mission of the various U.S. Military and Coast Guard commands in the Key West area include both air and surface functions. The major military activities center around the Boca Chica Naval Air Station on Boca Chica Key (located immediately to the east of Stock Island and Key West) and Truman Annex. Health Care There are three hospitals located throughout the County: Lower Keys Medical Center (167 beds), Fisherman's Community Hospital(22 Beds)and Mariner's Hospital(25 beds). Population From 1930 to 1970, the population of the County increased by 38,962 or 286%. From 1970 to 1980, the population increased by 20%; from 1980 to 1990, by 23%; and from 1990 to 2000, the population increased by 2%. From 2000 to 2010, the population decreased by 8%, and from 2010 to 2020, the population increased by 13%. [Remainder of page intentionally left blank] 125009/008/02764911.DOCv5} A-3 Population Statistics Monroe County and State of Florida 1930-2023 Percentage State of Percentage Year Monroe County Changes Florida Changes 1930 13,624 -- 1,468,211 -- 1940 14,078 3.3% 1,897,414 28.0% 1950 29,957 112.8 2,771,305 46.1 1960 47,921 60.0 4,951,560 78.7 1970 52,586 9.7 6,791,418 37.2 1980 63,188 20.2 9,746,961 43.5 1990 78,024 23.5 12,938,071 32.7 2000 79,589 2.1 15,982,378 23.5 2010 73,090 (8.2) 18,801,332 17.6 2020 82,874 13.4 21,538,187 14.6 2021 83,411 0.6 21,898,945 1.7 2022 83,961 0.7 22,276,132 1.7 2023 84,511 0.7 22,634,867 1.6 Source: Florida Estimates of Population, Bureau of Economic and Business Research, University of Florida. The following tables show the population summary for Monroe County for the years 2019 through 2023 and the Monroe County projected population by age for the years 2025,2035 and 2045. Monroe County Population Summary 2019-2023 2019 2020 2021 2022 2023 Monroe County 76,212 77,823 83,411 83,961 84,511 Islamorada,Village of Islands 6,211 6,400 7,116 7,272 7,307 Key Colony Beach 760 795 793 807 800 Key West 25,171 24,868 26,687 27,040 26,767 Layton 183 186 211 214 214 Marathon 8,593 9,097 9,915 9,926 10,056 Unincorporated 35,294 36,477 38,689 38,702 39,367 Source: Florida Estimates of Population, Bureau of Economic and Business Research, University of Florida. 1 2 5009/008/02764911.DOCv5} A-4 Population Projections By Age Monroe County,Florida 2025,2035 and 2045 Year Total 0-4 5-17 18-24 25-54 55-64 65-79 80+ 2025 85,377 3,610 8,752 5,043 31,805 13,075 18,176 4,916 2035 87,975 3,551 9,305 5,048 33,128 10,834 17,985 8,124 2045 88,591 3,584 9,219 5,552 31,769 13,236 15,251 9,980 Source: Population Projections by Age, Sex, Race, and Hispanic Origin for Florida and Its Counties, 2025- 2045, Florida Estimates of Population, Bureau of Economic and Business Research, University of Florida. Monroe County Property Tax Levies and Collections For Last Ten Tax Years Percent of Tax Year TaxTax Levv Tax Collection Levy Collected 2014 $76,985,354 $74,342,547 96.6% 2015 79,657,302 76,698,560 96.3 2016 80,394,533 77,254,282 96.0 2017 80,815,240 78,390,783 97.0 2018 85,024,504 82,458,796 97.0 2019 91,293,021 87,641,300 96.0 2020 95,518,603 90,338,710 97.0 2021 96,989,237 95,049,452 98.0 2022 106,626,084 100,875,282 96.0 2023 134,226,730 112,177,545 96.0 Source: Monroe County, Florida Annual Comprehensive Financial Report for Fiscal Year Ended September 30,2023. Property tax levies, based on assessed values as of January 1st, become due and payable on November 1st of each year. A four percent discount is allowed if the taxes are paid in November, with the discount declining by one percent each month thereafter. Accordingly, taxes collected will never be one hundred percent of the tax levy. Taxes become delinquent on April 1st of each year and tax certificates for the full amount of any unpaid taxes and assessments must be sold not later than June 1st of each year. {25009/008/02764911.DOCv5} A-5 Monroe County,Florida Assessed Value and Estimated Actual Value of Taxable Property For Last Ten Fiscal Years Real Property Fiscal Year Commercial Less: Tax Total Ended Residential Commercial Personal Exempt Total Taxable Direct September 30 Property Property Property Property Assessed Value Tax Rate 2014 $17,903,163,790 $8,713,264,820 $740,963,901 $8,241,122,698 $19,116,269,813 4.0165 2015 21,153,226,046 9,577,152,035 729,104,179 9,863,211,411 21,596,270,849 3.8007 2016 23,134,080,788 9,674,350,023 728,961,085 10,505,834,921 23,031,556,975 3.8080 2017 25,238,536,707 10,315,713,392 709,815,884 11,257,153,269 25,006,912,714 3.2475 2018 26,059,270,000 10,808,503,930 716,716,873 6,015,518,781 31,568,972,022 3.2600 2019 27,883,537,936 10,875,740,917 826,204,701 6,061,363,626 33,524,119,928 3.1228 2020 29,530,266,065 10,917,353,093 878,507,996 6,106,170,011 35,219,957,143 3.0260 2021 31,098,732,729 11,595,018,803 905,787,545 6,196,506,934 37,403,032,143 3.1173 2022 36,121,015,298 13,693,661,334 957,309,313 6,273,257,855 44,498,728,090 3.2969 2023 41,040,535,401 15,023,105,251 1,078,616,469 6,408,896,780 50,733,360,341 2.9838 Source: Monroe County, Florida Annual Comprehensive Financial Report for the year ended September 30,2023. Assessed values used are net taxable values after deducting allowable statutory exemptions. Property is assessed as of January 1st and taxes based on those assessments are levied and become due on the following November 1st. Therefore, assessments and levies applicable to a certain tax year are collected in the fiscal year ending during the next succeeding calendar year. Estimated actual value for each tax year is equal to the assessed value. The ratio of total assessed to the total estimated actual value is 100%for each tax year. Monroe County,Florida Aggregate Millage Rates For Last Ten Tax Years Tax Year Operating Debt Service 2014 4.0165 0 2015 3.8007 0 2016 3.8080 0 2017 3.2475 0 2018 3.2600 0 2019 3.1228 0 2020 3.0260 0 2021 3.1173 0 2022 3.2969 0 2023 2.9838 0 Source: Monroe County, Florida Annual Comprehensive Financial Report for the Fiscal Year Ended September 30,2023. 125009/008/02764911.DOCv5} A-6 Exemptions From Ad Valorem Taxation General. State law provides for numerous exemptions and limitations on ad valorem taxation of real property and tangible personal property. Real property used for the following purposes is generally exempt from ad valorem taxation: religious, educational, literary, charitable, scientific, and governmental uses. Certain additional exemptions and limitations are described below. This description does not purport to describe all exemptions available to property owners in the State, and reference is made to the State Constitution and Chapter 196, Florida Statutes, for a full description of such exemptions. In addition, State law allows for, but does not mandate, the imposition of some exemptions by local governments by ordinance. Where applicable, it is noted where the County has imposed such optional exemptions or limitations. Certain recent amendments to existing provisions relating to ad valorem tax exemptions are described under"Constitutional Exemptions.- Recent Constitutional Amendments." below. Constitutional Exemptions. Exempt Entities/Exempt Purposes. The State Constitution provides that all property owned by a municipality and used exclusively by it for municipal or public purposes shall be exempt from taxation. A municipality, owning property outside the municipality, may be required by general law to make payment to the taxing unit in which the property is located. Such portions of property as are used predominantly for educational, literary, scientific, religious or charitable purposes (exempt purposes) may be exempted by general law from taxation. State law provides that all property owned by an exempt entity, including educational institutions, and used exclusively for exempt purposes shall be totally exempt from ad valorem taxation and all property owned by an exempt entity, including educational institutions, and used predominantly for exempt purposes (at least 50%) shall be exempted from ad valorem taxation to the extent of the ratio that such predominant use bears to the nonexempt use. Household Goods and Personal Effects. The State Constitution provides that there shall be exempt from taxation, cumulatively, to every head of a family residing in the State, household goods and personal effects to the value fixed by general law, not less than one thousand dollars and to every widow or widower or person who is blind or totally and permanently disabled, property not less than five hundred dollars. State law exempts from taxation to every person residing and making his or her permanent home in the State, all household goods and personal effects and exempt property up to the value of$500 of every widow, widower,blind person, or totally and permanently disabled person who is a resident of the State. Economic Development. The State Constitution provides that any county or municipality may, for the purpose of its respective tax levy and subject to the State Constitution and general law, grant community and economic development ad valorem tax exemptions to new businesses and expansions of existing businesses, as defined by general law. Such an exemption may be granted only by ordinance of the county or municipality, and only after the electors of the county or municipality voting on such question in a referendum authorize the county or municipality to adopt such ordinance. An exemption so granted shall apply to improvements to real property made by or for the use of a new business and improvements to real property related to the expansion of an existing business and shall also apply to tangible personal property of such new business and tangible personal property related to the expansion of an existing business. The amount or limits of the amount of such exemption shall be specified by general laws (up to 100% in certain circumstances) and the period of time for which such exemption may be granted to a new business or expansion of an existing business shall be determined by general law. 125009/008/02764911.DOCv5} A-7 State law provides that the authority to grant such exemption shall expire ten(10) years from the date of approval by the electors of the county or municipality, and may be renewable by referendum as provided by general law and that exemptions may be granted for up to ten(10) or twenty (20) years depending on the use of the applicable facility. The County has not enacted an ordinance granting the exemption described in this paragraph. Historic Preservation. The State Constitution provides that any county or municipality may, for the purpose of its respective tax levy and subject to the provisions of the State Constitution and general law, grant historic preservation ad valorem tax exemptions to owners of historic properties. This exemption may be granted only by ordinance of the county or municipality. The amount or limits of the amount of this exemption and the requirements for eligible properties must be specified by general law. State law provides that such exemption may be for an amount up to 50% of the assessed value of the property. The period of time for which this exemption may be granted may continue until the ordinance is repealed or the property no longer qualifies for the exemption. The County has not enacted an ordinance granting the exemption described in this paragraph. Tangible Personal Property and Solar Devices. The State Constitution provides that by general law and subject to conditions specified therein, $25,000 of the assessed value of property subject to tangible personal property tax shall be exempt from ad valorem taxation. Effective January 1, 2018 through December 31, 2037, the assessed value of solar devices or renewable energy source devices subject to tangible personal property tax may be exempt from ad valorem taxation, subject to limitations provided by general law. Property Dedicated In Perpetuity for Conservation. The State Constitution provides that there shall be granted an ad valorem tax exemption for certain real property dedicated in perpetuity for conservation purposes, including real property encumbered by perpetual conservation easements or by other perpetual conservation protections, as defined by general law. Homestead Exemption. In addition to the exemptions described above, the State Constitution also provides for a homestead exemption. Every person who has the legal title or beneficial title inequity to real property in the State and who resides thereon and in good faith makes the same his or her permanent residence or the permanent residence of others legally or naturally dependent upon such person is eligible to receive a homestead exemption of up to $50,000. The first $25,000 applies to all property taxes, including school district taxes. The additional exemption, up to$25,000, applicable to the assessed value of the property between$50,000 and$75,000, applies to all levies other than school district levies. A person who is receiving or claiming the benefit of an ad valorem tax exemption or a tax credit in another state where permanent residency, or residency of another legally or naturally dependent upon the owner, is required as a basis for the granting of that ad valorem tax exemption or tax credit is not entitled to the homestead exemption. In addition to the general homestead exemption described in this paragraph, the following homestead exemptions are authorized by State law. Certain Persons 65 or Older. A board of county commissioners or the governing authority of any municipality may adopt an ordinance to allow an additional homestead exemption equal to (i) of up to $50,000 for persons age 65 or older with household income that does not exceed the statutory income limitation of$20,000(as increased by the percentage increase in the average cost of living index each year since 2001) or (ii) the assessed value of the property with a just value less than $250,000, as determined the first tax year that the owner applies and is approved, for any person 65 or older who has maintained the residence as his or her permanent residence for not less than 25 years and whose household income 125009/008/02764911.DOCv5} A-8 does not exceed the statutory income. The County has enacted an ordinance providing for the exemption from County ad valorem taxes described in this paragraph. In addition,veterans 65 or older who are partially or totally permanently disabled may receive a discount from tax on homestead property if the disability was combat related and the veteran was honorably discharged upon separation from military service. The discount is a percentage equal to the percentage of the veteran's permanent, service-connected disability as determined by the United States Department of Veteran's Affairs. The County has not enacted an ordinance providing for the exemption from County ad valorem taxes described in this paragraph. Deployed Military Personnel. The State Constitution provides that by general law and subject to certain conditions specified therein, each person who receives a homestead exemption; who was a member of the United States military or military reserves, the United States Coast Guard or its reserves, or the Florida National Guard;and who was deployed during the preceding calendar year on active duty outside the continental United States, Alaska, or Hawaii in support of military operations designated by the legislature shall receive an additional exemption equal to a percentage of the taxable value of his or her homestead property. The applicable percentage shall be calculated as the number of days during the preceding calendar year the person was deployed on active duty outside the continental United States, Alaska, or Hawaii in support of military operations designated by the legislature divided by the number of days in that year. Certain Active Duty Military and Veterans. A military veteran who was honorably discharged, is a resident of the State, and who is disabled to a degree of 10% or more because of misfortune or while serving during wartime may be entitled to a$5,000 reduction in the assessed value of his or her property. This exemption is not limited to homestead property. A military veteran who was honorably discharged with a service-related total and permanent disability may be eligible for a total exemption from taxes on homestead property. A similar exemption is available to disabled veterans confined to wheelchairs. Under certain circumstances, the veteran's surviving spouse may be entitled to carry over these exemptions. Certain Totally and Permanently Disabled Persons. Real estate used and owned as a homestead by a quadriplegic,less any portion used for commercial purposes, is exempt from all ad valorem taxation. Real estate used and owned as a homestead by a paraplegic, hemiplegic,or other totally and permanently disabled person, who must use a wheelchair for mobility or who is legally blind, is exempt from taxation if the gross household income is below statutory limits. Survivors of First Responders. Any real estate that is owned and used as a homestead by the surviving spouse of a first responder (law enforcement officer, correctional officer, firefighter, emergency medical technician or paramedic), who died in the line of duty may be granted a total exemption on homestead property if the first responder and his or her surviving spouse were permanent residents of the State on January 1 of the year in which the first responder died. Save Our Homes Portability Affected by Storm Damage (SOH). Owners of homestead property that was significantly damaged or destroyed as a result of a named tropical storm or hurricane can elect to have the property deemed abandoned if the owner establishes a new homestead by January 1 of the second year immediately following the storm or hurricane. This will allow the owner of the homestead property to keep their SOH benefit if they move from the significantly damaged or destroyed property to establish a new homestead by the end of the year following the storm. 125009/008/02764911.DOCv5} A-9 Property Tax Relief for Natural Disasters. In light of the recent natural disasters, the state legislature created a property tax relief credit for homestead parcels on which certain residential improvements were damaged or destroyed by a hurricane that occurred in 2016 or 2017, namely hurricanes Hermine, Matthew, and Irma. If the residential improvement is rendered uninhabitable for at least 30 days due to a hurricane that occurred during the 2016 or 2017 calendar year, taxes initially levied in 2019 may be abated. Due to this reduction in ad valorem tax revenue, the legislature is required to appropriate funds to offset the deficit in certain taxing jurisdictions. Other Exemptions. Other exemptions include, but are not limited to, nonprofit homes for the aged (subject to income limits for residents), proprietary continuing care facilities, not for profit sewer water/waste water systems, certain hospital facilities and nursing homes for special services, charter schools,certain historic property used for commercial purposes and certain tangible personal property. Recent Constitutional Amendments: There were two constitutional amendments that were approved by voters on the November 3, 2020 ballot relating to property tax exemptions. The first will extend the amount of time homeowners may transfer their "Save Our Homes" tax benefits from a prior home to a new home. Currently, the State Constitution gives a homeowner two years to transfer the benefits, which range from $25,000 to $50,000 in homestead exemptions, over to their new "homestead." This amendment will extend that period from two years to three years. The second will transfer homestead property tax discounts for veterans with permanent combat-related disabilities to their surviving spouse. The discount will remain in effect until the spouse remarries, dies or disposes of the property. Currently, that discount expires upon the veteran's death. Both amendments have an effective date of January 1,2021. During the 2021 State legislative session, State Senate Bill 7061 was passed by the Senate and the House and signed into law by the Governor. This law exempts fully from ad valorem taxation certain affordable housing properties that previously received a 50% discount from ad valorem taxes, along with certain other insignificant or indeterminate modifications to State law regarding ad valorem taxes. During the 2022 State legislative session, State House Bill 7071 was passed by the Senate and the House and signed into law by the Governor. This law contains provisions for tax relief and changes to tax policy including, but not limited to, the following: providing property tax relief for residential property rendered uninhabitable for 30 days or more due to a catastrophic event; providing property tax relief for property owners affected by the sudden and unforeseen collapse of a residential building; increasing the widows, widowers,blind,or totally and permanently disabled property tax exemption from$500 to$5,000; providing an alternative assessment methodology for land used in the production of aquaculture products; clarifying the extent of the homestead exemption on classified lands;updating the qualifying operations for the deployed service member property tax exemption; and providing alternative dates from which to calculate the 15-year required term of an affordable housing agreement for establishing qualification for a property tax exemption. This law took effect on July 1, 2022. Further, State House Bill 777 was passed by the Senate and the House, which would require a local government seeking voter approval to levy certain optional local taxes to be held at a general election. The bill applies to the following local option taxes: tourist development taxes; tourist impact taxes; ad valorem taxes levied by a children's services independent special district; county, municipal and school district voted millage increase and local option fuel taxes and took effect on October 1,2022. {25009/008/02764911.DOCv5} A-10 During the 2023 State legislative session, State House Bill 7063 was passed by the Senate and the House and signed into law by the Governor. This law makes property tax exemptions for veterans, first responders, and surviving spouses more accessible by eliminating certain requirements related to residency and property ownership, and revises the definition of "first responder" to include federal law enforcement officers and their surviving spouses. Additionally, this law creates a property tax exemption for certain leased property used for educational purposes. State House Bill 7063 also provides that property that is used as a parsonage,burial grounds, or tomb and is owned by an exempt organization which owns a house of public worship is exempt for a religious purpose. During the 2024 State legislative session, State House Joint Resolution 7017 was passed by the Senate and the House and signed by officers of the State and filed with Secretary of State. State House Joint Resolution 7017 proposed an amendment to Article VII, Section 6(a) of the State Constitution requiring the existing$25,000 assessed value amount,which is exempt from all ad valorem taxes other than school district taxes,be adjusted annually for positive inflation growth. During the 2024 general election, the amendment was approved by voters. This inflation adjustment provision will apply to any future homestead exemption applying only to ad valorem taxes, other than school district taxes. State House Bill 7019 was also passed by the Senate and the House during the 2024 State legislative session which will amend Section 196.031,Florida Statutes, to add the annual positive inflation adjustment. The inflation adjustment will begin on January 1, 2025. State House Bill 7019 will create Section 218.136, Florida Statutes, requiring the Legislature to appropriate funds to offset reductions in ad valorem tax revenue experienced by fiscally constrained counties as a result of the annual positive inflation adjustment. The bill provides emergency rulemaking authority to the Department of Revenue to administer the provisions of the act. During the 2024 State legislative session,House Bill 7073 was passed by the State Senate and House and into law by the Governor. HB 7073 will provide affordable housing ad valorem tax exemption on certain new,low-income housing projects for the first 15 years of the project effective at the beginning of the 2026 tax roll. The property is exempt from ad valorem tax beginning with the January 1 assessment immediately succeeding the date the property was placed in service. Effective at the beginning of the 2025 tax roll, the taxing authority can elect, upon adoption of an ordinance or resolution approved by a two- thirds vote of the governing body, to opt out of the state law that exempts certain affordable housing properties, if certain conditions are met. HB 7073 also provides that the local option ad valorem exemption applies to up to 100 percent of the assessed value of each residential unit used to provide affordable housing and requires the property appraiser to include the proportionate share of residential common areas, including land,to each unit when determining the value of the exemption. Future Amendments Relating to Ad Valorem Taxation. Historically, various legislative proposals and constitutional amendments relating to ad valorem taxation have been introduced in each session of the State legislature. Many of these proposals have provided for new or increased exemptions to ad valorem taxation and limited increases in assessed valuation of certain types of property or have otherwise restricted the ability of local governments in the State to levy ad valorem taxes at then current levels. 125009/008/02764911.DOCv5 J A-11 Monroe County,Florida Ten Largest Taxpayers Percentage of Total Taxable Taxpayer Assessed Value Assessed Value Ocean Reef Club Inc. $220,655,704 13.35% Sunset City LLC 203,123,529 12.29 Casa Marina A Waldorf Astoria 202,080,791 12.23 HHR Key Largo LLC 171,121,935 10.35 Knights Key Investors LLC 171,082,258 10.35 CWI Keys Hotel LLC 169,936,952 10.28 Fla. Keys Electric Co-Op 157,999,073 9.56 Key Largo Hospitality 124,864,867 7.55 Key West 2016 LLC 120,513,145 7.29 Seaboard Associates 111,516,137 6.75 $1,652,894,391 100.00% Source: Monroe County, Florida Annual Comprehensive Financial Report for the year ended September 30,2023. [Remainder of page intentionally left blank] 1 25009/008/02764911.DOCv5} A-12 N I, "o -zl, �c m o o N o 00 \�c Ln m m C -t� N O m v M N N N ON Z t M O\ r- d N M 0 "o - � h p Q N U N 4J � (u M 2 C Lcu U m r) (7� GI\ 75 CIA CA Q) F' o cl cu CD + O La O C 1 ci O U Lr) m � O O C C O C C O C dt ~ N C C O O C O o0 N C O O C C O O> m U O O m O Lfj O; C7\ p O O N cN-a u U C�5 O o L" O all Ln m O o M N U N O N O C 't N O\ 00 N -,I� 00 cV cV c -t cr O\ 00 1 00 O Lfi O\ ri m r- c,- 00 O\ U ++ � 00 00 `9 O1 N O d d O r- di O 00 L1 ti Ln O �/ d Lf) ON LO Lf) Lf) cr) cr) N O w > N L� � m C C o o C 0 UO r N cm d+ C C o C C C U d\ N ti C C C C 0 0 0 `n OO CD O� M CDLf) CD CD CDLr) Io0 't ON �O o0 � m It y o 't Ln oc L\ Ln O\ M Ln \o "2 U o --I M Z 9; o � o � N It Ln 'tM cm cn N N ti oro o � � o 0 d Ln c N oo a, C N m c� 0 N 0 0 0 0 o N N N N N N N N N N N N N o cn Economy and Tourism International and domestic tourism remains an important economic factor in Monroe County. The tropical climate together with the recreational water activities makes the Florida Keys and Key West a major tourist area. Further evidence of the importance of the tourist industry is that of the top ten (10) taxpayers in Monroe County, eight are hotels. Monroe County,Florida Average Monthly Employment by Major Sector 2022 and 2023 Sector 2022 2023 Agriculture,Forestry, Fishing and Hunting 123 126 Mining 0 0 Utilities 591 602 Construction 3,079 3,172 Manufacturing 296 493 Wholesale Trade 739 811 Retail Trade 5,344 5,584 Transportation and Warehousing 1,306 1,376 Information 449 474 Finance and Insurance 726 755 Real Estate, Rental and Leasing 1,623 1,591 Professional and Technical Services 1,691 1,831 Management of Companies and Enterprises 97 101 Administrative and Waste Services 1,915 1,742 Educational Services 1,848 1,863 Health Care and Social Assistance 2,439 2,505 Arts,Entertainment and Recreation 1,504 1,661 Accommodation and Food Services 15,506 16,316 Other Services, Except Public Administration 1,421 1,475 Public Administration 3,058 3,102 Unclassified 83 95 Source: Florida Department of Commerce, Bureau of Workforce Statistics and Economic Research, Quarterly Census of Employment and Wages (QCEW). 1 2 5009/008/02764911.DOCv5} A-14 Employment Monroe County has consistently trailed the State in unemployment for each of the past ten (10) years as shown in the table below. Employment Monroe County County State Labor Unemployment Unemployment Year Force Employment Unemplo,r� Rate % Rate 2014 44,941 43,038 1,903 4.2% 6.4% 2015 45,948 44,332 1,616 3.5 5.5 2016 46,592 45,095 1,497 3.2 4.9 2017 45,311 43,809 1,502 3.3 4.3 2018 44,825 43,652 1,173 2.6 3.6 2019 46,156 45,192 964 2.1 3.3 2020 44,353 40,716 3,637 8.2 8.1 2021 45,872 44,480 1,392 3.0 4.7 2022 48,583 47,641 942 1.9 3.0 2023 49,895 48,941 954 1.9 2.9 Source: Local Area Unemployment Statistics,Florida Department of Economic Opportunity. Per Capita Personal Income Monroe County,Florida and United States,2013-2022 (rounded to dollars) Year Monroe County State of Florida United States 2013 61,964 40,733 44,367 2014 66,634 42,865 46,257 2015 67,186 44,945 48,038 2016 72,397 45,720 48,943 2017 79,015 48,439 50,977 2018 88,964 51,009 53,310 2019 94,849 53,663 55,559 2020 94,837 56,540 59,132 2021 109,873 62,242 64,446 2022 119,138 64,557 66,219 Source: Federal Reserve Bank of St. Louis,Personal Income Per Capita. 1 25009/008/02764911.DOCv5} A-15 Education The County is served by The School Board of Monroe County. The School Board maintains 18 schools serving grades kindergarten through 12, with 808 Instructional staff members and 69 Administrative staff members. For the school year 2024-2025, the school system served 8,548 children. The County maintains a public library, which was the first public library established in south Florida. The library includes five facilities. Risk Management The County is exposed to various risks of loss related to tort; theft of, damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters. During the fiscal years ended 1976, 1984 and 1988, the County established the Workers' Compensation, Group Insurance, and Risk Management Funds, respectively, as internal service funds to account for and finance its uninsured risks of loss. Under these programs, the Workers' Compensation has self-insured coverage up to the first $500,000 per claim for regular employees. Workers' Compensation claims in excess of the self-insured coverage of $500,000 are covered by an excess insurance policy. The Group Insurance Fund provides self-insured excess claims. Risk Management has a$5,000,000 excess insurance policy for general liability claims with a $200,000 self-insured retention and building property damage is covered for the actual value of the building with a deductible of$50,000. Deductibles for windstorm and flood vary by location. The Board purchases commercial insurance for claims in excess of coverage provided by the funds and for all other risks of loss. Settled claims have not exceeded this commercial coverage in any of the past three years. All funds of the County participate in the programs and make payments to the Workers' Compensation, Group Insurance and Risk Management Funds based on management's estimates of the amounts needed to pay prior and current year claims. The claims liabilities reported are based on the requirements of Governmental Accounting Standards Board Statement Nos. 10 and 62, which requires that a liability for claims be reported if information prior to the issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. These claim liabilities have not been discounted. Changes in the claim liability amounts in fiscal years 2023 and 2022 were: Worker's Group Risk Compensation Insurance Management Total Unpaid Claims at Sept. 30,2021 $1,543,302 $1,051,347 $853,210 $3,447,859 Incurred Claims(Including IBNR) 1,962,687 18,036,767 1,216,236 21,215,690 Claim Payments (1,619,592) (18,301,250) (324,666) (20,245,508) Unpaid Claims at Sept. 30,2022 1,886,397 786,864 1,744,780 4,418,041 Incurred Claims(Including IBNR) 1,694,454 17,537,474 (1,273,615) 17,958,313 Claim Payments (1,384,951) (17,509,247) (244,370) (19,138,568) Balance at September 30,2023 $2,195,900 $815,091 $226,795 $3,237,786 125009/008/02764911.DOCv5 i A-16 Florida Retirement System The County's employees participate in the FRS. As provided by Chapters 121 and 112, Florida Statutes, the FRS provides two cost sharing, multiple employer defined benefit plans administered by the Florida Department of Management Services, Division of Retirement, including the FRS Pension Plan (Pension Plan) and the Retiree Health Insurance Subsidy (HIS Plan). Under Section 121.4501, Florida Statutes, the FRS also provides a defined contribution plan (Investment Plan) alternative to the FRS Pension Plan, which is administered by the State Board of Administration(SBA). As a general rule, membership in the FRS is compulsory for all employees working in a regularly established position for a state agency, county government, district school board, state university, community college, or a participating city or special district within the State of Florida. The FRS provides retirement and disability benefits, annual cost-of-living adjustments, and death benefits to plan members and beneficiaries. Benefits are established by Chapter 121, Florida Statutes, and Chapter 60S, Florida Administrative Code. Amendments to the law can be made only by an act of the Florida State Legislature. The State of Florida annually issues a publicly available financial report that includes financial statements and required supplementary information for the FRS. The latest available report may be obtained by writing to the State of Florida Division of Retirement, Department of Management Services, P.O.Box 9000,Tallahassee, Florida 32315-9000, or from the Web site:www.dms.m3Lflorida.com/workforce o per ations/retirement/publications. Pension Plan Plan Description—The Pension Plan is a cost-sharing multiple-employer defined benefit pension plan,with a Deferred Retirement Option Program ("DROP")for eligible employees. Benefits Provided — Benefits under the Pension Plan are computed on the basis of age, average final compensation, and service credit. For Pension Plan members enrolled before July 1, 2011, Regular class members who retire at or after age 62 with at least six years of credited service or 30 years of service regardless of age are entitled to a retirement benefit payable monthly for life, equal to 1.6% of their final average compensation based on the five highest years of salary, for each year of credited service. Vested members with less than 30 years of service may retire before age 62 and receive reduced retirement benefits. Special Risk Administrative Support class members who retire at or after age 55 with at least six years of credited service or 25 years of service regardless of age are entitled to a retirement benefit payable monthly for life, equal to 1.6%of their final average compensation based on the five highest years of salary, for each year of credited service. Special Risk class members (sworn law enforcement officers, firefighters, and correctional officers) who retire at or after age 55 with at least six years of credited service, or with 25 years of service regardless of age, are entitled to a retirement benefit payable monthly for life, equal to 3.0% of their final average compensation based on the five highest years of salary for each year of credited service. Senior Management Service class members who retire at or after age 62 with at least six years of credited service or 30 years of service regardless of age are entitled to a retirement benefit payable monthly for life, equal to 2.0% of their final average compensation based on the five highest years of salary for each year of credited service. 125009/008/02764911.DOCv5} A-17 Elected Officers' class members who retire at or after age 62 with at least six years of credited service or 30 years of service regardless of age are entitled to a retirement benefit payable monthly for life, equal to 3.0% (3.33% for judges and justices) of their final average compensation based on the five highest years of salary for each year of credited service. For Plan members enrolled on or after July 1, 2011, the vesting requirement is extended to eight years of credited service for all these members and increasing normal retirement to age 65 or 33 years of service regardless of age for Regular, Senior Management Service, and Elected Officers' class members, and to age 60 or 30 years of service regardless of age for Special Risk and Special Risk Administrative Support class members. Also,the final average compensation for all these members will be based on the eight highest years of salary. As provided in Section 121.101, Florida Statutes, if the member is initially enrolled in the Pension Plan before July 1, 2011, and all service credit was accrued before July 1, 2011, the annual cost-of-living adjustment is three percent per year. If the member is initially enrolled before July 1, 2011, and has service credit on or after July 1, 2011, there is an individually calculated cost-of-living adjustment. The annual cost-of-living adjustment is a proportion of three percent determined by dividing the sum of the pre-July 2011 service credit by the total service credit at retirement multiplied by three percent. Plan members initially enrolled on or after July 1, 2011, will not have a cost-of-living adjustment after retirement. In addition to the above benefits, the DROP program allows eligible members to defer receipt of monthly retirement benefit payments while continuing employment with a FRS employer for a period not to exceed 96 months after electing to participate. Deferred monthly benefits are held in the FRS Trust Fund and accrue interest. There are no required contributions by DROP participants. Contributions — Effective July 1, 2011, all enrolled members of the FRS, other than DROP participants, are required to contribute three percent of their salary to the FRS. In addition to member contributions, governmental employers are required to make contributions to the FRS based on state- wide contribution rates established by the Florida Legislature. These rates are updated as of July 1 of each year. The employer contribution rates by job class for the periods from October 1,2022 through June 30, 2023 and from July 1, 2023 through September 30, 2023, respectively, were as follows: Regular- 11.91% and 13.57%; Special Risk Administrative Support-38.65% and 39.82%; Special Risk-27.83% and 32.67%; Senior Management Service-31.57% and 34.52%; Elected Officers'-57.00% and 58.68%; and DROP participants-18.60% and 21.13%. These employer contribution rates include 1.66% HIS Plan subsidy for the periods October 1, 2022 through June 30, 2023 and 2.0% from July 1, 2023 through September 30,2023,respectively. The County's contributions, including employee contributions, to the Pension Plan totaled $16,116,536 for the fiscal year ended September 30,2023. Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions—At September 30,2023, the County reported a liability of$128,065,838 for its proportionate share of the Pension Plan's net pension liability. The net pension liability was measured as of June 30, 2023, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2023. The County's proportionate share of the net pension liability was based on the County's FY 2023 contributions relative to the FY 2023 contributions of 125009/008/02764911.DOCv5} A-18 all participating members. At June 30, 2023, the County's proportionate share for all funds was 0.3214 percent, which was an increase of 0.0122 percent from its proportionate share measured as of June 30, 2022. The contributions made after the measurement date of the Pension Plan's net pension liability but before the end of the County's fiscal year will be recognized as a reduction of the Pension Plan's net pension liability in the subsequent fiscal period rather than in the current fiscal period. For the year ended September 30, 2023, of the $41,824,122 that the County recognized as a pension expense, of $25,943,255 related to FRS pension expense. In addition, the County reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: FRS Pension Deferred Deferred Outflows of Inflows of Resources Resources Differences Between Expected and Actual Experience $12,023,982 $- Changes of Assumptions 8,348,189 Net Difference Between Projected and Actual Earnings on Pension Plan Investments 5,348,245 - Changes in Proportion and Differences Between Pension Plan Contributions and Proportionate Share of Contributions 5,635,787 7,936,402 Pension Plan Contributions Subsequent to the Measurement Date 4,635,846 - Total 35,992,049 7 936 402 The deferred outflows of resources related to the Pension Plan$4,635,846, resulting from County contributions to the Plan subsequent to the measurement date, will be recognized as a reduction of the net pension liability in the fiscal year ended September 30, 2024. Other amounts reported as deferred outflows of resources and deferred inflows of resources related to the Pension Plan will be recognized in pension expense as follows: FRS For Fiscal Year Amount 2024 $3,191,820 2025 (1,264,584) 2026 19,152,379 2027 1,819,317 2028 520,869 Total 23,419,801 1 25009/008/02764911.DOCv5} A-19 Actuarial Assumptions - The total pension liability in the June 30, 2023 actuarial valuation was determined using the following actuarial assumption, applied to all periods included in the measurement: Inflation 2.40% Salary increases 3.25%,average,including inflation Investment rate of return 6.70%,net of pension plan investment expense, including inflation Mortality rates were based on the PUB2010 base table which varies by member category and sex, projected generationally with Scale MP-2018 detail are in the valuation report. The actuarial assumptions used in the July 1, 2021, valuation were based on the results of an actuarial experience study for the period July 1,2013 through June 30, 2018. The long-term expected rate of return remained at 6.70%, and the active member mortality assumption was updated. The long-term expected rate of return on Pension Plan investments was not based on historical returns, but instead is based on a forward-looking capital market economic model. The allocation policy's description of each asset class was used to map the target allocation to the asset classes shown below. Each asset class assumption is based on a consistent set of underlying assumptions and includes an adjustment for the inflation assumption. The target allocation and best estimates of arithmetic and geometric real rates of return for each major asset class are summarized in the following table: Compound Annual Annual Target Arithmetic (Geometric) Standard Asset Class Allocation Return Return Deviation Cash 1.0% 2.9% 2.9% 1.1% Fixed Income 19.8 4.5 4.4 3.4 Global Equity 54.0 8.7 7.1 18.1 Real Estate(Property) 10.3 7.6 6.6 14.8 Private Equity 11.1 11.9 8.8 26.3 Strategic Investments 3.8 6.3 6.1 7.7 Total 100.0% Assumed Inflation-Mean 2.4% 1.4% Discount Rate - The discount rate used to measure the total pension liability was 6.70%. The Pension Plans fiduciary net position was projected to be available to make all projected future benefit payments of current active and inactive employees. Therefore, the discount rate for calculation of the total pension liability is equal to the long-term expected rate of return. Sensitivity of the County's Proportionate Share of the Net Position (Asset)Liability to Changes in the Discount Rate-The following represents the County's proportionate share of the net pension liability calculated using the discount rate of 6.70%, as well as what the proportionate share of the net pension liability would be if it were calculated using a discount rate that is one percentage point lower (5.70%) or one percentage point higher(7.70%) than the current rate: 125009/008/02764911.DOCv5 J A-20 FRS Net Pension Liability(Asset) Current Discount 1%Decrease Rate 1%Increase 5.70% 6.70% 7( 70%) County's Proportionate Share of the Net Pension Plan(Asset)Liability $218,757,154 $128,065,838 $52,185,922 Pension Plan Fiduciary Net Position — Detailed information regarding the Pension Plan's fiduciary net position is available in the separately issued FRS Pension Plan and Other State- Administered Systems Annual Comprehensive Financial Report. HIS Plan Plan Description—The HIS Plan is a cost-sharing multiple-employer defined benefit pension plan established under Section 112.363, Florida Statutes, and may be amended by the Florida legislature at any time. The benefit is a monthly payment to assist retirees of State-administered retirement systems in paying their health insurance costs and is administered by the Florida Department of Management Services,Division of Retirement. Benefits Provided — For the fiscal year ended September 30, 2023, eligible retirees and beneficiaries received a monthly HIS payment of$5 for each year of creditable service completed at the time of retirement, with a minimum HIS payment of $30 and a maximum HIS payment of $150 per month. To be eligible to receive these benefits, a retiree under a State-administered retirement system must provide proof of health insurance coverage,which may include Medicare. Contributions — The HIS Plan is funded by required contributions from FRS participating employers as set by the Florida Legislature. Employer contributions are a percentage of gross compensation for all active FRS members. For the fiscal year ended September 30, 2023, the HIS contribution for the period October 1, 2022 through June 30, 2023 and from July 1, 2023 through September 30, 2023 was 1.66% and 2.0%, respectively. The County contributed 100% of its statutorily required contributions for the current and preceding three years. HIS Plan contributions are deposited in a separate trust fund from which payments are authorized. HIS Plan benefits are not guaranteed and are subject to annual legislative appropriation. In the event legislative appropriation or available funds fail to provide full subsidy benefits to all participants,benefits may be reduced or cancelled. The County's contributions to the HIS Plan totaled $1,803,912 for the fiscal year ended September 30,2023. Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions — At September 30, 2023, the County reported a liability of $41,117,983 for its proportionate share of the County's HIS Plan's net pension liability. The net pension liability was measured as of June 30, 2023, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2023. The County's proportionate share of the net pension liability was based on the County's FY 2023 contributions relative to the FY 2023 contributions of all participating members. At June 30, 2023, the County's proportionate share was 0.2589 percent, which was an increase of 0.001214 percent from its proportionate share measured as of June 30,2022. 125009/008/02764911.DOCv5} A-21 The contributions made after the measurement date of the HIS Plari s net pension liability but before the end of the County's fiscal year will be recognized as a reduction of the HIS Plan's net pension liability in the subsequent fiscal period rather than in the current fiscal period. For the year ended September 30, 2023, of the $41,824,122 that the County recognized as pension expense, $15,880,867 related to HIS pension expense. In addition, the County reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: HIS Pension Deferred Deferred Outflows of Inflows of Resources Resources Differences Between Expected and Actual Experience $601,939 $96,510 Changes of Assumptions 1,080,984 3,563,012 Net Difference Between Projected and Actual Earnings on HIS Plan Investments 21,234 - Changes in Proportion and Differences Between HIS Plan Contributions and Proportionate Share of Contributions 2,351,355 1,354,474 HIS Plan Contributions Subsequent to the Measurement Date 529,863 - Total S4,585,375 5 013 996 The deferred outflows of resources related to the HIS Plan, totaling $529,863, resulting from County contributions to the HIS Plan subsequent to the measurement date, will be recognized as a reduction of the net pension liability in the fiscal year ended September 30,2024. Other amounts reported as deferred outflows of resources and deferred inflows of resources related to the HIS Plan will be recognized as pension expense as follows: HIS For Fiscal Year Amount 2024 $(167,473) 2025 (101,539) 2026 (168,940) 2027 (331,364) 2028 (175,526) Thereafter (13,642) Total 958 484 Actuarial Assumptions — The total pension liability in the July 1, 2023, actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement: Inflation 2.40% Salary increases 3.25%,average,including inflation Municipal bond rate 3.65% Mortality rates were based on the Generational RP-2010 with Projection Scale MP-2018 tables. {25009/008/02764911.DOCv5} A-22 The actuarial assumptions used in the July 1, 2023, valuation were based on the results of an actuarial experience study for the period July 1,2013 through June 30, 2018. The municipal rate used to determine total pension liability increased from 3.54%to 3.65%. Discount Rate — The discount rate used to measure the total pension liability was 3.65%. In general, the discount rate for calculating the total pension liability is equal to the single rate equivalent to discounting at the long-term expected rate of return for benefit payments prior to the projected depletion date. Because the HIS benefit is essentially funded on a pay-as-you-go basis, the depletion date is considered to be immediate, and the single equivalent discount rate is equal to the municipal bond rate selected by the HIS Plan sponsor. The Bond Buyer General Obligation 20-Bond Municipal Bond Index was adopted as the applicable municipal bond index. Sensitivity of the Coun , s Proportionate Share of the Net Position Liability to Changes in the Discount Rate — The following represents the County's proportionate share of the net pension liability calculated using the discount rate of 3.65%, as well as what the proportionate share of the net pension liability would be if it were calculated using a discount rate that is one percentage point lower (2.65%) or one percentage point higher(4.65%) than the current rate: HIS Net Pension Liability Current Discount 1%Decrease Rate 1%Increase 2.65% 3.65% 4.65% County's Proportionate Share of the Net Pension Plan(Asset) Liability $46,909,200 $41,117,983 $36,317,451 Pension Plan Fiduciary Net Position — Detailed information regarding the HIS Plan's fiduciary net position is available in the separately issued FRS Pension Plan and Other State-Administered Systems Annual Comprehensive Financial Report. Investment Plan The SBA administers the defined contribution plan officially titled the FRS Investment Plan. The Investment Plan is reported in the SBA's annual financial statements and in the State of Florida Annual Comprehensive Financial Report. As provided in Section 121.4501, Florida Statutes, eligible FRS members may elect to participate in the Investment Plan in lieu of the FRS defined benefit plan. County employees participating in DROP are not eligible to participate in the Investment Plan. Employer and employee contributions, including amounts contributed to individual member's accounts, are defined by law, but the ultimate benefit depends in part on the performance of investment funds. Benefit terms, including contribution requirements, for the Investment Plan are established and may be amended by the Florida Legislature. The Investment Plan is funded with the same employer and employee contribution rates that are based on salary and membership class (Regular Class, Elected County Officers, etc.), as the Pension Plan. Contributions are directed to individual member accounts, and the individual members allocate contributions and account balances among various approved investment choices. Costs of administering 125009/008/02764911.DOCv5} A-23 the Investment Plan, including the FRS Financial Guidance Program, are funded through an employer contribution of 0.04% and 0.06% of payroll and by forfeited benefits of plan members for the periods October 1, 2022 through June 30, 2023 and from July 1, 2023 through September 30, 2023, respectively. Allocations to the investment member's accounts for the periods from October 1, 2022 through June 30, 2023 and from July 1, 2023 through September 30, 2023, respectively, as established by Section 121.72, Florida Statutes, are based on a percentage of gross compensation, by class, as follows: Regular class 9.30% and 11.30%; Special Risk Administrative Support class 10.95% and 12.95%; Special Risk class 17.00% and 19.00%; Senior Management Service class 10.67% and 12.67%; and County Elected Officers class 14.34%and 16.34%. For all membership classes, employees are immediately vested in their own contributions and are vested after one year of service for employer contributions and investment earnings. If an accumulated benefit obligation for service credit originally earned under the Pension Plan is transferred to the Investment Plan, the member must have the years of service required for Pension Plan vesting (including the service credit represented by the transferred funds) to be vested for these funds and the earnings on the funds. Non-vested employer contributions are placed in a suspense account for up to five years. If the employee returns to FR.S-covered employment within the five-year period, the employee will regain control over their account. If the employee does not return within the five-year period,the employee will forfeit the accumulated account balance. For the fiscal year ended September 30, 2023, the information for the amount of forfeitures was unavailable from the SBA; however, management believes that these amounts, if any,would be immaterial to the County. After termination and applying to receive benefits, the member may rollover vested funds to another qualified plan, structure a periodic payment under the Investment Plan, receive a lump sum distribution, leave the funds invested for future distribution, or any combination of these options. Disability coverage is provided; the member may either transfer the account balance to the Pension Plan when approved for disability retirement to receive guaranteed lifetime monthly benefits under the Pension Plan or remain in the Investment Plan and rely upon that account balance for retirement income. The County's Investment Plan pension expense totaled $4,098,885 for the fiscal year ended September 30,2023. Other Post Employment Benefits Plan Description—The Board administers a single-employer defined benefits healthcare plan(the "Plan"). Section 112.0801, Florida Statutes, requires the County to provide retirees and their eligible dependents with the option to participate in the Plan if the County provides health insurance to its active employees and their eligible dependents. The Plan provides medical coverage, prescription drug benefits, and life insurance to both active and eligible retired employees. The Plan does not issue a publicly available financial report. No assets are accumulated in a trust that meets the criteria as set forth in GASB Statement No. 75. The Board may amend the plan design, with changes to the benefits, premiums and/or levels of participant contribution at any time. In an open session, on at least an annual basis and prior to the annual enrollment process, the Board approves the rates for the coming calendar year for the retiree and County contributions. 125009/008/02764911.D0Cv5} A-24 The Plan includes participants from the Board, each Constitutional Officer, and the MCLA. The Board is responsible for funding all obligations not funded on a pay-as-you-go basis by Constitutional Officers or the MCLA. However, the following disclosures are based only on the Board's and the Constitutional Officers' (the County's) share of the net Other Post-Employment Benefits ("OPEB") obligation since the MCLA's discrete financial statements reports its share of OPEB obligation. Benefits Provided— Employees who retire as active participants in the Plan and were hired on or after October 1, 2001 may continue to participate in the Plan by paying the monthly premium established annually by the Board. Employees who retire as active participants in the Plan, were hired before October 1, 2001, have at least ten (10) years of full-time service with the County and meet the retirement criteria of the Florida Retirement System (FRS) but are not eligible for Medicare, may maintain group insurance benefits with the County following retirement, provided that the retiring employee pays the retiree contributions based on their years of service with Monroe County. Pre-Medicare retirees with at least twenty-five (25) years of service who satisfy the rule of 70 pay the FRS subsidy for coverage, which is$5 per year of service month with a maximum of$150 per month. For those with 20-24 years of service, the retirees will pay 25% of the actuarial rate, and for those with 10-19 years of service the retirees will pay 50%of the actuarial rate. Retirees who have met the requirements for early retirement, have not achieved age 60 and whose age and years of service do not equal 70(rule of 70)must pay the standard monthly premium until the age criteria or the rule of 70 is met. At that time, the retiree's cost of participation will be based on the preceding table. Surviving spouses and dependents of participating retirees may continue in the Plan if eligibility criteria specific to those classes are met. An employee who retires as an active participant in the Plan, was hired prior to October 1, 2001, has at least ten(10)years of full-time service with the County, and meets the retirement criteria of the FRS and is eligible for Medicare at the time of retirement or becomes eligible for Medicare following retirement, may maintain group health insurance benefits with the County following retirement, provided the retiring employee contributes the Actuarial Rate for Medicare retirees as determined by the actuarial firm engaged by the County, less a $250 per month County subsidy. Alternatively, retirees meeting these criteria may elect to leave the County health plan and receive a $250 per month payment from the County, payable for the lifetime of the retiree. Employees Covered by Benefit Terms— Eligibility for post-employment participation in the Plan is limited to full time employees of the County and the Constitutional Officers. At September 30, 2023, there were no terminated employees entitled to deferred benefits. The membership of the Board's medical plan consisted of: Active Employees 1,284 Retirees and Beneficiaries Currently Receiving Benefits 434 Total Membership 1,718 Contributions — The Board establishes, and may amend, the contribution requirements of Plan members. The required contribution is based on pay-as-you-go financing requirements, net of member contributions. 125009/008/02764911.DOCv5} A-25 Total OPEB Liability The County's total OPEB liability of$56,290,000 was measured as of September 30,2023,and was determined by an actuarial evaluation as of November 21,2023. Actuarial Methods and Assumptions — The valuation, dated November 21, 2023, was prepared using generally accepted actuarial principles and practices, and relied on unaudited census data and medical claims data reported by the Board. The total OPEB liability for the Board in the November 21, 2023 actuarial valuation was determined using the following actuarial assumptions and other inputs,applied to all periods included in the measurement,unless otherwise specified: Actuarial Cost Method Entry Age Normal based on level of percentage of projected salary. Salary Increase Rate 3.0%per annum Discount Rate 4.02%per annum(Beginning of Year) 4.09%per annum(End of Year) Source:Bond Buyer 20-Bond GO index Marriage Rate The assumed percentage of married participants at retirement is 25% and is based on the current retired population of the County. Spouse Age Spouse dates of birth were provided by the County. Where this information was missing, male spouses were assumed to be three years older than female spouses. Medicare Eligibility All current and future retirees were assumed to be eligible for Medicare at age 65. Amortization Method Experience/Assumptions gains and losses were amortized over a closed period of 9.9 years starting on October 1, 2021, equal to the average remaining service of active and inactive plan members (who have no future service). Plan Participation Percentage The assumptions for participation of eligible retirees in the County's postemployment benefit plan are: Retirees with 25+Years of Service:100% Retirees with 20—24 Years of Service:75% Retirees with 10-19 Years of Service:50% The actuarial assumptions include health care cost trend assumptions rates of 7.0% initially, reduced by decrements of 0.25% to an ultimate rate of 4.0%. The assumptions included a discount rate tied to the return expected on the funds used to pay the benefits, and assumes for an unfunded plan, that the benefits continue to be funded on a pay-as-you-go basis. Mortality rates were based on the Pub-2010 weighted base mortality table, projected generationally using Scale MP-2021, applied on a gender-specific and job class basis (teacher, safety, or general,as applicable). 125009/008/02764911.DOCv5} A-26 Expected retiree claim costs were developed using 24 months historical claim experience through July 2022. Recent claims experience did not suggest adjustments for COVID-19 was necessary for future claim cost projections. Changes in the Total OPEB Liability Total OPEB Liabilitv Balance at the beginning of the year $34,120,000 Changes for the year: Service cost 2,661,100 Interest cost 2,232,500 Change in Experience 12,300 Changes of benefit terms on January 1,2023 500 Changes in assumptions or other inputs (243,100) Benefit payments (2,493,300 Net change in total OPEB liability 2,170,000 Balance at the end of the year S56.290. 000 Sensitivity of the Total OPEB Liabilitv to Changes in the Discount Rate— The following presents the total OPEB liability of the Board, as well as what the Board's total OPEB liability would be if it were calculated using a discount rate that is 1-percentage-point lower (3.09 percent) or 1-percentage-point higher(5.09 percent)than the current discount rate: Current Discount 1%Decrease Rate 1%Increase 3( 09%) 4.090ro 5.09% Total OPEB Liability $62,837,000 $56,290,000 $50,725,000 Sensitivity of the Total OPEB Liability to Changes in the Healthcare Cost Trend Rates — The following presents the total OPEB liability of the County, as well as what the County's total OPEB liability would be if it were calculated using a healthcare cost trend rates that are 1-percentage-point lower (6.0 percent decreasing to 3.0 percent) or 1-percentage-point higher (8.0 percent decreasing to 5.0 percent)than the current healthcare cost trend rates: Healthcare Cost Trend Rates 1%Decrease Current Trend 1%Increase (6.0% decreasing to (7.0%decreasing to (8.0%decreasing to 3.0% 4.0°Wa 5.0% Total OPEB Liability $52,216,000 $56,290,000 $61,204,000 1 25009/008/02764911.DOCv5} A-27 OPEB Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to OPEB For the year ended September 30, 2022, the County recognized OPEB expense of$5,412,200. At September 30, 2023, the County reported deferred outflows of resources and deferred inflows of resources related to OPEB from the following sources: Deferred Deferred Outflows of Inflows of Resources Resources Changes of Assumptions or Other Inputs $10,168,100 $13,769,700 The amounts reported as deferred outflows of resources and deferred inflows of resources related to OPEB will be recognized in OPEB expense as follows: FRS For Fiscal Year Amount 2024 $(295,100) 2025 (306,400) 2026 (306,400) 2027 (297,800) 2028 90,962 Thereafter (2,486,862) Total S(3,601,6001 {25009/008/02764911.DOCv5} A-28 APPENDIX B ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE COUNTY FOR THE FISCAL YEAR ENDED SEPTEMBER 30,2023 125009/008/02764911.DOCv5l APPENDIX C COMPOSITE OF THE RESOLUTION 125009/008/02764911.DO Cv5) APPENDIX D FORM OF BOND COUNSEL OPINION 125009/008/02764911.DO Cv5) APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE 125009/008/02764911.DO Cv5} EXHIBIT D FORM OF CONTINUING DISCLOSURE CERTIFICATE APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") dated 2025 is executed and delivered by Monroe County, Florida (the "Issuer") in connection with the issuance by the Issuer of its$ Infrastructure Sales Surtax Revenue Bonds,Series 2025(the"Series 2025 Bonds"). The Bonds are being issued pursuant to Resolution No. 077-2003 adopted by the Board on February 19, 2003,as amended by Resolution No.424-2007 adopted by the Board on November 14,2007,and as amended and supplemented by Resolution No. - adopted by the Board on 2024, respectively, and as may be amended and supplemented from time to time. SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders and Beneficial Owners (defined below) of the Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure requirements of the Rule(defined below). SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined herein, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in,Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which(a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Dissemination Agent" shall mean initially,Digital Assurance Certification LLC, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "EMMA" shall mean the Electronic Municipal Market Access web portal of the MSRB, located at http://www.emma.msrb.org. "Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the appointment of a receiver,fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. "Financial Obligation" shall mean a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation shall not include municipal securities as to E-1 which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. "Listed Events"shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "MSRB"shall mean the Municipal Securities Rulemaking Board. "Obligated Person"shall mean any person,including the Issuer,who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all,or part of the obligations on the Bonds(other than providers of municipal bond insurance, letters of credit, or other liquidity or credit facilities). "Participating Underwriters"shall mean the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds. "Repository" shall mean each entity authorized and approved by the Securities and Exchange Commission from time to time to act as a repository for purposes of complying with the Rule. As of the date hereof,the Repository recognized by the Securities and Exchange Commission for such purpose is the MSRB,which currently accepts continuing disclosure submissions through EMMA. "Rule"shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State"shall mean the State of Florida. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to,by not later than April 300, following the end of the Issuer's previous fiscal year, commencing with the report for the fiscal year ended September 30,2025,provide to any Repository in electronic format as prescribed by such Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate;provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date provided, further, in such event unaudited financial statements are required to be delivered as part of the Annual Report in accordance with Section 4(a) below. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5. (b) If on the fifteenth (15th) day prior to the annual filing date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 3(a). Upon such reminder, the Issuer shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report by no later than the annual filing date, or(ii)instruct the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure Certificate, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a failure to file has occurred and to E-2 immediately send a notice to the Repository in substantially the form attached as Exhibit A, accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit B. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of any Repository; (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate,stating the date it was provided and listing any Repository to which it was provided;and (iii) if the Dissemination Agent has not received an Annual Report by 6:00 p.m.Eastern time on the annual filing date(or, if such annual filing date falls on a Saturday,Sunday or holiday, then the first business day thereafter) for the Annual Report, a failure to file shall have occurred and the Issuer irrevocably directs the Dissemination Agent to immediately send a notice to the Repository in substantially the form attached as Exhibit A without reference to the anticipated filing date for the Annual Report, accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit B. SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: (a) the audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement dated , 2024 (the "Official Statement"), and the audited financial statements shall be filed in the same manner as the Annual Report when they become available;and (b) updates of the following tabular historical financial and operating data set forth in the Official Statement in the tables entitled: (i) Historical Population Distribution Factors for Incorporated and Unincorporated Monroe County, (ii) Monroe County,Florida Historical Infrastructure Sales Surtax Revenues and (iii) Monroe County, Florida Pro Forma Debt Service Coverage. The information provided under Section 4(b)may be included by specific reference to documents, including official statements of debt issues of the Issuer or related public entities,which are available to the public on the Repository's Internet website or filed with the Securities and Exchange Commission. The Issuer reserves the right to modify from time to time the specific types of information provided in its Annual Report or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any such modification will be done in a manner consistent with the Rule. E-3 SECTION 5. REPORTING OF SIGNIFICANT EVENTS. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given,notice of the occurrence of any of the following events with respect to the Bonds. Such notice shall be given in a timely manner not in excess of ten(10)business days after the occurrence of the event, with the exception of the event described in number 17 below,which notice shall be given in a timely manner: 1. principal and interest payment delinquencies; 2. non-payment related defaults,if material; 3. unscheduled draws on debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers,or their failure to perform; 6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue(IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Bonds,or other material events affecting the tax status of the Bonds; 7. modifications to rights of the holders of the Bonds, if material; 8. Bond calls,if material,and tender offers; 9. defeasances; 10. release, substitution, or sale of property securing repayment of the Bonds, if material; 11. ratings changes; 12. an Event of Bankruptcy or similar event of an Obligated Person; 13. the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms,if material; 14. appointment of a successor or additional trustee or the change of name of a trustee, if material; 15. incurrence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders, if material; E-4 16. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties;and 17. notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof. (b) The notice required to be given in paragraph 5(a) above shall be filed with any Repository, in electronic format as prescribed by such Repository. SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include,but not be limited to: (a) the category of information being provided; (b) the period covered by any annual financial information, financial statement or other financial information or operation data; (c) the issues or specific securities to which such documents are related (including CUSIPs,issuer name,state,issue description/securities name,dated date,maturity date, and/or coupon rate); (d) the name of any Obligated Person other than the Issuer; (e) the name and date of the document being submitted;and (f) contact information for the submitter. SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance,prior redemption or payment in full of all of the Bonds, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Bonds,the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5. SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be Digital Assurance Certification,L.L.C. SECTION 9. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived,provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements,change in law, or change in the identity,nature or status of the Issuer,or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule E-5 at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances;and (c) The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the Bonds. Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type(or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer.In addition,if the amendment relates to the accounting principles to be followed in preparing financial statements,(i)notice of such change shall be given in the same manner as for a Listed Event under Section 5,and(ii)the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form)between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information,using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate,the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein constitute a contract with the holders of the Bonds. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate; provided, however,the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution. SECTION 12. DUTIES,IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate. The Dissemination Agent's obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Dissemination Agent as required by this Disclosure Certificate. The Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The E-6 Dissemination Agent shall have no duty or obligation to review or verify any information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer,the Holders of the Bonds or any other party. The Dissemination Agent shall have no responsibility for the Issuer's failure to report to the Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Dissemination Agent shall have no duty to determine, or liability for failing to determine,whether the Issuer has complied with this Disclosure Certificate. The Dissemination Agent may conclusively rely upon certifications of the Issuer at all times. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and defeasance, redemption or payment of the Bonds. (b) The Dissemination Agent may, from time to time, consult with legal counsel (either in- house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder,and shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the Issuer. (c) All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Certificate shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB. [Remainder of page intentionally left blank] E-7 SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and holders and Beneficial Owners from time to time of the Bonds,and shall create no rights in any other person or entity. Dated: 2025 MONROE COUNTY, FLORIDA By: Mayor,Board of County Commissioners By: Clerk of the Circuit Court and Comptroller in and for Monroe County, Florida and Ex-Officio Clerk of the Board of County Commissioners ACKNOWLEDGED BY: DIGITAL ASSURANCE CERTIFICATION L.L.C., as Dissemination Agent By: Name: Title: E-8 EXHIBIT A NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Issuer: Monroe County,Florida Obligated Person: Name(s)of Bond Issue(s): Infrastructure Sales Surtax Revenue Bonds, Series 2025 Date(s) of Issuance: 2025 Date(s) of Disclosure Certificate: CUSIP Number: NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate between the Issuer and Digital Assurance Certification,L.L.C.,as Dissemination Agent. [The Issuer has notified the Dissemination Agent that it anticipates that the Annual Report will be filed by ]. Dated: Digital Assurance Certification,L.L.C.,as Dissemination Agent,on behalf of the Issuer cc: E-9 EXHIBIT B EVENT NOTICE COVER SHEET This cover sheet and accompanying "event notice" will be sent to the MSRB, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C)and(D). Issuer's and/or Other Obligated Person's Name: Issuer's Six-Digit CUSIP Number: or Nine-Digit CUSIP Number(s) of the Bonds to which this event notice relates: Number of pages attached: Description of Notice Events (Check One): 1. "Principal and interest payment delinquencies;" 2. 'Non-Payment related defaults,if material;" 3. "Unscheduled draws on debt service reserves reflecting financial difficulties;" 4. "Unscheduled draws on credit enhancements reflecting financial difficulties;" 5. "Substitution of credit or liquidity providers,or their failure to perform;" 6. "Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;" 7. "Modifications to rights of securities holders, if material;" 8. 'Bond calls, if material, and tender offers;" 9. "Defeasances;" 10. "Release, substitution,or sale of property securing repayment of the Bonds, if material;" II. "Rating changes;" 12. "An Event of Bankruptcy or similar event of an Obligated Person;" 13. "The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;" 14. "Appointment of a successor or additional trustee, or the change of name of a trustee, if material." 15. "Incurrence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders, if material;" E-10 16. 'Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties;" and 17. "Failure to provide annual financial information as required." I hereby represent that I am authorized by the Issuer or its agent to distribute this information publicly: Signature: Name: Title: Digital Assurance Certification,L.L.C. 315 E. Robinson Street,Suite 300 Orlando,Florida 32801 407-515-1100 Date: E-11