Resolution 043-1994
FILED F OF RECORD
RESOLUTION NO.
043
-1994
.94 MAR -4 P 3 :58
A RESOLUTION AUTHORIZING THE DEFEASANCE OF THE
OUTSTAN.DING ! CARD SOUND ROAD AND BRIDGE IMPROVEMENT,
REVENUE BONDS, SERIES 1993, OF MONROE COUNTY, FLORIDA;
AND;PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE
COUNTY, FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is
adopted pursuant to the provisions of Chapter 125, Florida
Statutes, Ordinance No. 056-1988 of Monroe County, Florida, and
other applicable provisions of law.
SECTION 2. FINDINGS. It is hereby found and determined that:
A. On February 4, 1993, Monroe County, Florida (the
"County"), issued its $4,585,000 Card Sound Road and Bridge
Improvement Revenue Bonds, Series 1993, of which $4,430,000 are
presently outstanding (the "Card Sound Bonds"), for the purpose of
financing part of the cost of raising the elevation of the Card
Sound Bridge approach road (the "Project"). On or about the time
of issuance of the Card Sound Bonds, the County was advised by its
consulting engineers that the total cost of construction of the
Project to be deposited into the Construction Fund would be
$10,100,000.00, of which $3,851,934.89 would come from bond
proceeds and $6,049,866.00 from other legally available funds of
the County (the "County Contribution") .
B. The County Engineer has advised that $4,000,000.00 is
needed to complete construction of the Project, based upon
construction bids received for the Project and other matters deemed
relevant by the County Engineer.
C. The resolution of the Board of County Commissioners of
the County, as amended and supplemented, authorizing the issuance
of the Card Sound Bonds, requires the redemption of the Card Sound
Bonds, prior to their respective dates of maturity, to the extent
proceeds of the sale of the Card Sound Bonds are not needed to pay
Project costs.
D. It is desirable to complete construction of the Project
wi th the County Contribution and advance refund the Card Sound
Bonds to their January 1, 1995, extraordinary mandatory redemption
date by depositing into an irrevocable escrow account, all
remaining bond proceeds, reserve fund deposits and investment
earnings.
SECTION. 3. REFUNDING OF CARD SOUND BONDS. The County shall
advance refund the outstanding Card Sound Bonds to their January 1,
1995, extraordinary mandatory redemption date as soon as
3247/MON59011/CEFEAS-RESOl
practicable. Such advance refunding shall be accomplished by the
deposit of all remaining Card Sound Bond proceeds, reserve fund
deposits and investment earnings thereon, and certain other legally
available funds of the County into escrow, which, together with the
investment thereof in certain federal securities, will produce an
amount sufficient to pay the principal of and interest on the
outstanding Card Sound Bonds to such January 1, 1995, extraordinary
mandatory redemption date. The proper officers of the County shall
enter into an Escrow Deposit Agreement, in substantially the form
attached hereto, with First Union National Bank of Florida,
Jacksonville, Florida, in order to implement the advance refunding
of the outstanding Card Sound Bonds. The Clerk of the Board of
County Commissioners of the County (the "Clerk") is hereby
authorized to subscribe for, or otherwise purchase, on behalf of
the County, those escrow investments required by the Escrow Deposit
Agreement for the advance refunding of the outstanding Card Sound
Bonds. Any prior action of the Clerk in that regard is hereby
ratified and confirmed.
SECTION 4. REPEAL OF INCONSISTENT PROVISIONS. All resolution
of the Board of County Commissioners of the County or parts thereof
in conflict with this resolution are hereby repealed to the extent
of such conflict.
SECTION 5. SEVERABILITY OF INVALID PROVISIONS. If anyone or
more of the provisions contained in this resolution 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 be held invalid, then such
provisions shall be null and void and shall be deemed separable
from the remaining provisions, and shall, in no way affect the
validity of any other provisions of this resolution.
SECTION 6. EFFECTIVE DATE. This resolution shall take effect
immediately upon its adoption.
Adopted this February 15, 1994.
MONROE C
FLORIDA
(Seal)
~
ayor, Board of County
Commissioners
Attested: DANNY L. ~OMIAGE, Clerk
Uo.kL C.~
Clerk, Board of C unty
Commissioners
3247/MONS9011/DEFEAS-RESOl
ESCROW DEPOSIT AGREEMENT
relating to
$4,430,000
MONROE COUNTY, FLORIDA
CARD SOUND ROAD AND BRIDGE IMPROVEMENT
REVENUE BONDS, SERIES 1993
THIS ESCROW DEPOSIT AGREEMENT, dated as of ,
1994, is by and between MONROE COUNTY, FLORIDA (the "Issuer"), and
FIRST UNION NATIONAL BANK OF FLORIDA, Jacksonville, Florida, a
national banking association, organized under the laws of the
United States, as Escrow Holder (the "Escrow Holder") .
BACKGROUND FACTS:
1. The Issuer has previously authorized and issued its Card
Sound Road and Bridge Improvement Revenue Bonds, Series 1993, dated
January 1, 1993 (the "Refunded Bonds"), as to which the Aggregate
Debt Service (defined below) is set forth on Schedule A.
2. The Issuer has determined to provide for payment of the
Aggregate Debt Service of the Refunded Bonds, on and prior to their
redemption, by depositing with the Escrow Holder cash and Escrow
Investments, the principal of and interest on which will be at
least equal to such sum.
3. The Issuer will deposit from net proceeds of the sale of
the Refunded Bonds, certain reserve funds in connection with the
Refunded Bonds and certain other legally available funds of the
Issuer, sufficient funds needed for such purpose.
AGREEMENT:
In consideration
herein contained, the
follows:
of the
Issuer
mutual covenants and agreements
and the Escrow Holder agree as
Section 1. Definitions. As used herein, the following terms
mean:
(a) "Aggregate Debt Service" means, as of any date, the sum
of the Annual Debt Service then remaining unpaid with respect to
the Refunded Bonds, as set forth on Schedule A attached to this
Agreement.
(b) "Agreement" means this Escrow Deposit Agreement.
(c) "Annual Debt Service" means, in any year, the principal
of, applicable redemption premium, and interest on the Refunded
Bonds, including any paying agent fees and handling charges, coming
due in such year as shown on Schedule A.
3247/MON59011/EDAl
1
(d) IIBoardll means the Board of County Commissioners of Monroe
County, Florida, the governing body of Monroe County, Florida.
(e) "Defeasance Resolution" means the resolution of the Board
duly adopted on February 15, 1994, providing for the advance
refunding of the Refunded Bonds.
(f) "Escrow Accountll means the Escrow Account, created and
established by this Agreement, and held by the Escrow Holder, in
which cash and investments will be held for payment of the Refunded
Bonds.
(g) "Escrow Holderll means First Union National Bank of
Florida, Jacksonville, Florida.
(h) "Escrow Investments II means direct obligations of, or
obligations the principal of and the interest on which are
unconditionally guaranteed by, the United States of America.
(i) IIEscrow Requirement" means, as of any date of
calculation, the sum of an amount in cash and principal amount of
Escrow Investments in the EsCrow Account which, together with the
interest due on the Escrow Investments, will be sufficient to pay,
as the installments thereof become due, the Aggregate Debt Service.
(j) "Expenses II means the expenses of the Issuer resulting
from the execution of this Agreement, including, but not limited
to, the fees and expenses of the Escrow Holder.
Section 2. Deposit of Funds. The Issuer hereby deposits
$ with the Escrow Holder in immediately available
funds, to be held in irrevocable escrow by the Escrow Holder and
applied solely as provided in this Agreement. The Issuer
represents that:
(a) $ of such funds are derived from the net
proceeds of the Refunded Bonds; $ of such funds
are derived from the Reserve Account for the Refunded Bonds;
$ are derived from investment earnings resulting
from the investment of the Construction Fund and the Reserve
Account; and $ are derived from certain other legally
available funds of the Issuer.
(b) Such funds, when invested in the Escrow Investments set
forth on Schedule B attached hereto, and held in cash, will be,
together with the principal amount of such Escrow Investments and
the interest due thereon, at least equal to the Escrow Requirement
as of the date of such deposit, as demonstrated in Schedule B
attached hereto.
Section 3. Use and Investment of Funds. The Escrow Holder
acknowledges receipt of the sum described in Section 2 and agrees:
3247/MON59011/EDAl
2
(a) to hold the funds in irrevocable escrow during the term
of this Agreement,
(b) to hold $ in cash and immediately invest the
remainder of such funds by the purchase of the Escrow Investments
set forth on Schedule B attached hereto, and
(c) to deposit, as received, all receipts of maturing
principal of the Escrow Investments and all receipts of interest in
the Escrow Account.
Section 4. Payment of Bonds and Expenses.
(a) Refunded Bonds. On each interest payment date for the
Refunded Bonds, the Escrow Holder shall pay to Barnett Banks Trust
Company, N.A., Jacksonville, Florida, the paying agent for the
Refunded Bonds, from the cash on hand in the Escrow Account, a sum
sufficient to pay that portion of the Annual Debt Service coming
due on such date as shown on Schedule A. In the event that the
amount on deposit in the Escrow Account is ever insufficient for
such purpose, the Escrow Holder shall immediately notify the Issuer
of such deficiency, and the Issuer shall have a reasonable time to
cure the same.
(b) Ex~enses. The Issuer shall pay the Expenses, as they
become due and payable, from legally available funds of the Issuer,
and no lien upon or right of set-off against the funds on deposit
in the Escrow Account shall exist or be created in favor of the
Escrow Holder for any Expenses owed to it.
(c) Surolus. Upon termination of this Agreement, the Escrow
Holder shall pay to the Issuer any remaining cash in the Escrow
Account in excess of (i) the Escrow Requirement and (ii) any
remaining fees and expenses then due and payable by the Issuer to
the Escrow Holder.
(d) Lien on Funds. The holders of the Refunded Bonds shall
have an express first lien on the funds and Escrow Investments in
the Escrow Account until such funds and Escrow Investments are used
and applied in accordance with this Agreement.
(e) Payments due on Holidays. If any payment date, at the
place of payment of the Refunded Bonds, shall be a Saturday,
Sunday, legal holiday or a day on which banking institutions are
authorized by law to close, then the Escrow Holder may make the
payment required by Section 4(a) to the paying agent on the first
business day following such Saturday, Sunday, legal holiday or day
on which banking institutions are authorized by law to close.
Section 5. Reinvestment.
(a) Except as provided in Section 3 and in this Section, the
Escrow Holder shall have no power or duty to invest any funds held
under this Agreement or to sell, transfer or otherwise dispose of
or make substitutions of the Escrow Investments held hereunder.
3247/MON59011/EDAl
3
(b) At the request of the Issuer and upon compliance with the
conditions hereinafter stated, the Escrow Holder shall sell,
transfer, otherwise dispose of or request the redemption of any of
the Escrow Investments acquired hereunder and shall substitute
other Escrow Investments for such Escrow Investments. Any money
remaining after such substitution, not needed to pay the Aggregate
Debt Service, shall be paid to the Issuer. The Issuer will not
request the Escrow Holder to exercise any of the powers described
in the preceding sentence in any manner which will cause the
Refunded Bonds to be II arbi trage bonds II wi thin the meaning of
Section 148(a) of the Internal Revenue Code of 1986, as amended,
and the regulations thereunder in effect and applicable to
obligations issued on the issue date of the Refunded Bonds. The
transactions may be effected only if (i) an independent certified
public accountant shall certify to the Issuer and the Escrow Holder
that the cash and principal amount of Escrow Investments remaining
on hand after the transactions are completed, together with the
interest due thereon, will be not less than the Escrow Requirement,
and (ii) the Escrow Holder shall receive an unqualified opinion
from a nationally recognized bond counsel, addressed to it and the
Issuer, to the effect that the transactions will not constitute a
breach of this Agreement or any provision of the resolution
authorizing the issuance of the Refunded Bonds, and such
transactions will not cause the Refunded Bonds to be lIarbitrage
bondsll within the meaning of Section 148 (a) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder.
Section 6. Redemption of Refunded Bonds. The Refunded Bonds
will be redeemed as a whole on January I, 1995, at the price of par
and accrued interest to such date of redemption. The Escrow Holder
shall disseminate the notice of redemption and notice of advance
refunding substantially in the form and in the manner set forth in
Schedules C and D, respectively, attached hereto. Any
out-of-pocket expenses incurred by the Escrow Holder in that regard
shall be paid by the Issuer.
Section 7. Indemnitv. To the extent authorized by law, the
Issuer hereby assumes liability for, and hereby agrees (whether or
not any of the transactions contemplated hereby are consummated) to
indemnify, protect, save and keep harmless the Escrow Holder and
its respective successors, assigns, agents and servants, from and
against any and all liabilities, obligations, losses, damages,
penalties, claims, actions, suits, costs, expenses and
disbursements (including legal fees and disbursements) of
whatsoever kind and nature which may be imposed on, incurred by, or
asserted against at any time, the Escrow Holder (whether or not
also indemnified against the same by the Issuer or any other person
under any other agreement or instrument) and in any way relating to
or arising out of the execution and delivery of this Agreement, the
maintenance of the Escrow Account, the acceptance of the funds and
securities deposited therein, the purchase of the Escrow
Investments, the retention of the Escrow Investments or the
proceeds thereof and any payment, transfer or other application of
funds or securities by the Escrow Holder in accordance with the
provisions of this Agreement; provided, however, that the Issuer
3247/MON59011/EDAl
4
shall not be required to indemnify the Escrow Holder for its own
negligence or willful misconduct. In no event shall the Issuer be
liable to any person by reason of the transactions contemplated
hereby, other than to the Escrow Holder as specifically set forth
in this Section. The indemnities contained in this Section shall
survive the termination of this Agreement and the resignation or
removal of the Escrow Holder.
Section 8. Responsibilitv of Escrow Holder. The Escrow
Holder and its respective successors, assigns, agents and servants
shall not be held to any personal liability whatsoever, whether to
the Issuer or to third parties, in tort, contract, or otherwise, in
connection with the execution and delivery of this Agreement, the
maintenance of the Escrow Account, the acceptance of the funds
deposited therein, the purchase of the Escrow Investments, the
retention or other application of money or securities by the Escrow
Holder in accordance with the provisions of this Agreement or by
reason of any non-negligent act, omission or error of the Escrow
Holder made in good faith in the conduct of its duties. The Escrow
Holder shall, however, be liable to the Issuer for its negligent or
willful acts, omissions or errors which violate or fail to comply
with the terms of this Agreement. The duties and obligations of
the Escrow Holder shall be determined by the express provisions of
this Agreement. The Escrow Holder may consult with counsel, who
mayor may not be counsel to the Issuer, and in reliance upon the
opinion of such counsel shall have full and complete authorization
and protection in respect of any action taken, suffered or omitted
by it in good faith in accordance therewith. Whenever the Escrow
Holder shall deem it necessary or desirable that a matter be proved
or established prior to taking, suffering or omitting any action
under this Agreement, such matter may be deemed to be conclusively
established by a certificate signed by the Chairman of the Issuer,
or his or her designee.
Section 9. Resiqnation of Escrow Holder. The Escrow Holder
may resign and thereby become discharged from the duties and
obligations hereby created, by notice in writing given to the
Issuer and published once in a daily newspaper of general
circulation or a financial journal published and/or of general
circulation in the Borough of Manhattan, City and State of New
York, not less than 60 days before such resignation shall take
effect. Such resignation shall take effect immediately upon the
appointment of a new Escrow Holder hereunder. If the Refunded
Bonds are outstanding in fully registered form, and the Escrow
Holder is able to obtain from the bond registrar for the Refunded
Bonds, a complete list of the holders thereof and their addresses,
the Escrow Holder may mail the notice of resignation, within the
time required, to the holders of the Refunded Bonds in lieu of
publication of such notice. Any out-of-pocket expenses incurred by
the Escrow Holder in publication or mailing of such notice shall be
paid by the Issuer.
Section 10.
Removal of Escrow Holder.
3247/MON59011/EDAl
5
(a) The Escrow Holder may be removed at any time by an
instrument or concurrent instruments in writing, executed by the
holders of not less than 51% in aggregate principal amount of the
Refunded Bonds then outstanding, such instruments to be filed with
the Issuer, and notice in writing published once in a daily
newspaper of general circulation or a financial journal published
and/or of general circulation in the Borough of Manhattan, City and
State of New York, not less than 60 days before such removal is to
take effect as stated in such instrument or instruments. A
photographic copy of any instrument filed with the Issuer under the
provisions of this paragraph shall be delivered by the Issuer to
the Escrow Holder. If the Refunded Bonds are outstanding in fully
registered form, and such holders of the Refunded Bonds are able to
obtain from the bond registrar for the Refunded Bonds, a complete
list of the remaining holders thereof and their addresses, such
bondholders removing the Escrow Holder may mail such notice of
removal, within the time required, to the remaining bondholders in
lieu of publication of such notice.
(b) The Escrow Holder may also be removed at any time for any
breach of trust or for acting or proceeding in violation of, or for
failing to act or proceed in accordance with, any provisions of
this Agreement with respect to the duties and obligations of the
Escrow Holder, by the Issuer or by any court of competent
jurisdiction upon the application of the holders of not less than
5% in aggregate principal amount of the Refunded Bonds then
outstanding.
Section 11. Successor Escrow Holder.
(a) If at any time hereafter the Escrow Holder shall resign,
be removed, be dissolved or otherwise become incapable of acting,
or shall be taken over by any governmental official, agency,
department or board, the position of Escrow Holder shall thereupon
become vacant. If the position of Escrow Holder shall become
vacant for any of the foregoing reasons or for any other reason,
the Issuer shall appoint an Escrow Holder to fill such vacancy.
The Issuer shall publish notice of any such appointment once in a
daily newspaper of general circulation or a financial journal
published and/or of general circulation in the Borough of
Manhattan, City and State of New York. If the Refunded Bonds are
outstanding in fully registered form, the Issuer may mail or cause
to be mailed, the notice of resignation, within the time required,
to the holders of the Refunded Bonds in lieu of publication of such
notice.
(b) If at any time within one year after such vacancy shall
have occurred, the Issuer has not appointed a successor Escrow
Holder in accordance with the provisions of paragraph (a) of this
section, the holders of 51% in aggregate principal amount of the
Refunded Bonds then outstanding, by an instrument or concurrent
instruments in writing, executed by such bondholders and filed with
the governing body of the Issuer, may appoint a successor Escrow
Holder, which shall supersede any Escrow Holder theretofore
appointed by the Issuer. Photographic copies of each such
3247/MON59011/EDAl
6
instrument shall be delivered promptly by the Issuer, to the
predecessor Escrow Holder and to the Escrow Holder so appointed by
the bondholders.
(c) If no appointment of a successor Escrow Holder shall be
made pursuant to the foregoing provisions of this section, the
holder of any Refunded Bond then outstanding, or any retiring
Escrow Holder may apply to any court of competent jurisdiction to
appoint a successor Escrow Holder. Such court may thereupon, after
such notice, if any, as such court may deem proper and prescribe,
appoint a successor Escrow Holder.
Section 12. Term; Amendments.
(a) This Agreement shall commence upon its execution and
delivery and shall terminate when the Refunded Bonds have been paid
and discharged in accordance with the proceedings authorizing the
Refunded Bonds.
(b) All amendments to this Agreement shall be in writing
signed by both parties hereto.
Section 13. Severability. If anyone or more of the
covenants or agreements provided in this Agreement on the part of
the Issuer or the Escrow Holder to be performed should be
determined by a court of competent jurisdiction to be contrary to
law, such covenant or agreements herein contained shall in no way
affect the validity of the remaining provisions of this Agreement.
Section 14. Counterparts. This Agreement may be executed in
several counterparts, all or any of which shall be regarded for all
purposes as duplicate originals and shall constitute and be but one
and the same instrument.
Section 15. GoverninG Law. This Agreement shall be construed
under the laws of the State of Florida.
3247/MON59011/EDAl
7
EXECUTION:
The parties hereto have caused this Escrow Deposit Agreement
to be executed by their duly authorized officers and their
corporate seals to be hereunto affixed and attested as of the date
first above written.
MONROE COUNTY, FLORIDA
(Seal)
By
Mayor, Board of County
Commissioners
Attested:
Clerk, Board of County
Commissioners
FIRST UNION NATIONAL BANK OF
FLORIDA
Escrow Holder
(Corporate Seal)
By
3247/MON59Qll/EDAl
8
Refunded Bonds:
Debt Service:
3247/MON59011/EDAl
Schedule A
The Refunded Bonds are the Monroe County,
Florida, Card Sound Road and Bridge
Improvement Revenue Bonds, Series 1993, dated
January 1, 1993, maturing on November 1 in the
years 1994 through 2007, in the aggregate
principal amount of $4,430,000.
The debt service payments on the Refunded
Bonds, taking into account the redemption
prior to maturity on January 1, 1995, of all
of the Refunded Bonds maturing after
January 1, 1995, is as set forth below:
9
Schedule B
The escrow investments and escrow cash flow are as follows:
3247/MON59011/EDA1
10
Schedule C
NOTICE OF REDEMPTION
MONROE COUNTY, FLORIDA
CARD SOUND ROAD AND BRIDGE IMPROVEMENT
REVENUE BONDS, SERIES 1993
MATURING NOVEMBER 1, 1995, AND THEREAFTER
NOTICE IS HEREBY GIVEN, for and on behalf of Monroe County,
Florida (the "County"), that all of its outstanding Card Sound Road
and Bridge Improvement Revenue Bonds, Series 1993, dated January 1,
1993, originally issued on February 4, 1993, which mature in the
year 1995 and thereafter, bearing interest and CUSIP numbers as
follows: in the aggregate principal amount of
$4,245,000, and which are subject to extraordinary mandatory
redemption on January 1, 1995, at the redemption price of the
principal amount of each bond to be redeemed, together with
interest accrued thereon to the date fixed for redemption; will be
redeemed on January 1, 1995.
Payment of the redemption price, plus accrued interest, of
such bonds will be made on such January 1, 1995, redemption date,
at the office of Barnett Banks Trust Company, N.A., Jacksonville,
Florida, the paying agent for the bonds, upon surrender thereof.
Interest on such bonds being redeemed will cease to accrue from and
after such redemption date.
Under the provisions of the
Compliance Act of 1983 (the "Act"),
bonds for redemption must submit a
Identification Number) in order to
required under the Act.
Interest and Dividend Tax
all holders submitting their
W-9 (Certificate of Taxpayer
avoid 31% backup withholding
Dated and mailed this ____ day of
, 1994.
MONROE COUNTY, FLORIDA
By:
Mayor, Board of County
Commissioners
The escrow holder under the Escrow Deposit Agreement is hereby
instructed and directed at least 30 days prior to such redemption
date, but not more than 60 days, to file the above notice of
redemption with Barnett Banks Trust Company, N.A., Jacksonville,
Florida (the "Paying Agent") and to mail, or cause the Paying Agent
to mail, the same by first class mail, postage prepaid, to all
3247/MON59011/EDAl
11
registered owners of Refunded Bonds to be redeemed, at their
addresses as they appear on the registration books, and to
Municipal Bond Investors Assurance Corporation, Armonk, New York.
Furthermore, at least 2 business days in advance of mailing
the notice of redemption as specified above, the escrow holder
shall send, or cause the Paying Agent to send, such notice of
redemption by certified mail, overnight mail/delivery service or
telecopy to the securities depositories then in the business of
holding substantial amounts of obligations of the type comprising
the Refunded Bonds (such depositories currently The Depository
Trust Company, New York, New Yorki Midwest Securities Trust
Company, Chicago, Illinois; Pacific Securities Depository Trust
Company, San Francisco, Californiai and Philadelphia Depository
Trust Company, Philadelphia, Pennsylvania) i and at least 30 days
prior to the redemption date, mail, or cause the Paying Agent to
mail, such notice of redemption to one or more national information
services which disseminate notices of redemption of obligations
such as the Refunded Bonds.
3247/MON59011/EDAl
12
Schedule D
NOTICE OF ADVANCE REFUNDING
MONROE COUNTY, FLORIDA
CARD SOUND ROAD AND BRIDGE IMPROVEMENT
REVENUE BONDS, SERIES 1993
NOTICE IS HEREBY GIVEN by Monroe County, Florida, that
its outstanding Card Sound Road and Bridge Improvement Revenue
Bonds, Series 1993, dated January 1, 1993, which mature on
November 1 the years 1994 through 2007, inclusive (collectively,
the "Refunded Bonds"), have been advance refunded. Additionally,
the Refunded Bonds maturing on and after November 1, 1995, will be
called for redemption on January 1, 1995, at the redemption price
of par, together with the interest accrued thereon to such
redemption date. Interest on such Refunded Bonds will cease to
accrue from and after such redemption date.
For the payment of the principal of and interest on the
Refunded Bonds, there have been deposited in escrow with First
Union National Bank of Florida, Jacksonville, Florida, direct
obligations of the United States of America.
The scheduled principal payments to be received from such
obligations, together with interest income thereon, have been
calculated to be adequate to pay the principal of and interest on
the Refunded Bonds as such become due until January 1, 1995, and to
pay the principal of and interest on the Refunded Bonds on such
redemption date.
Such deposit constitutes a "provision for payment" under
the resolution authorizing the issuance of the Refunded Bonds, so
that the pledge of the revenues securing payment of the Refunded
Bonds under such resolution is no longer in effect.
Dated this ____ day of
, 1994.
First Union National Bank of
Florida, for and on behalf of
Monroe County, Florida
The escrow holder under the Escrow Deposit Agreement is hereby
instructed and directed wi thin 30 days after defeasance of the
Refunded Bonds, to mail the above notice of advance refunding by
first class mail, postage prepaid, to all the registered owners of
the Refunded Bonds, at their addresses as they appear on the
registration books of the Issuer maintained by the Paying Agent.
3247/MON59011/EDAl
13