Resolution 206B-2022 RESOLUTION No. 206B -2022
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF' ON CAE COUNTY, FLORIDA SUPPLEMENTING A.
RESOLUTION ENTITLED, "A RESOLUTION OF THE BOARD OF
COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA,
AUTHORIZING THE ISSUANCE OF ICON OE COUNTY, FLORIDA
AIRPORT REVENUE BONDS FROM TIME TO TIME TO FINANCE
AND REFINANCE VARIOUS COSTS OF CAPITAL IMPROVEMENTS
TO THE KEY WEST INTERNATIONAL AIRPORT; PROVIDING A
PLEDGE OF THE NET REVENUES DERIVED FROM THE
OPERATION CIF THE KEY WEST INTERNATIONAL AIRPORT AND
CERTAIN ELIGIBLE PFC REVENUES TO SECURE PAYMENT OF
THE PRINCIPAL OF AND INTEREST ON SAID BONDS; PROVIDING
FOR THE RIGHTS OF THE HOLDERS OF SAID BONDS; AND
PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION;"
AUTHORIZING THE ACQUISITION, CONSTRUCTION AND
EQUIPPING OF VARIOUS CAPITAL IMPROVEMENTS TO THE KEY
WEST INTERNATIONAL AIRPORT; AUTHORIZING THE ISSUANCE
OF NOT TO EXCEED $50,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF MONROE COUNTY, FLORIDA AIRPORT REVENUE
BONDS (KEY WEST INTERNATIONAL, AIRPORT), SERIES 2022 IN
ONE OR MORE SERIES, IN ORDER TO FINANCE COSTS OF SUCH
CA-PITAL IMPROVEMENTS; MAKING CERTAIN COVENANTS AND
AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH
SERIES 2022 BONDS; AUTHORIZING A NEGOTIATED SALE;
DELEGATING CERTAIN AUTHORITY TO THE MAYOR FOR THE
AUTHORIZATION, EXECUTION AND DELIVERY OF A CONTRACT
OF PURCHASE WITH RESPECT THERETO, AND THE APPROVAL
OF THE TERMS AND DETAILS OF SAID SERIES 2022 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
T14E SERIES 2022 BONDS; APPOINTING THE PAYING AGENT AND
REGISTRAR FOR SAID SERIES 2022 BONDS; AUTHORIZING THE
EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE,
CERTIFICATE; DELEGATING CERTAIN AUTHORITY TO THE
MAYOR TO DETERMINE WHETHER TO UTILIZE MUNICIPAL,
BOND INSURANCE FOR THE BONDS; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA:
SECTION I. FINDINGS AND AUTHORIZATIONS. It is hereby found
and determined that:
(A) That Monroe County, Florida (the "Issuer") owns, operates and maintains
the Airport (as defined in the hereinafter defined Bond Resolution) for the benefit of the
citizens of Monroe County, Florida.
(B) That it is necessary and desirable and in the best interests of the Issuer to
make capital. improvements to the Airport, Which capital improvements are generally
described in Exhibit A hereto, as more particularly described in the plans and
specifications on file with the Issuer, as the same may be amended and supplemented
fro rn time to time (the "Series 2022 Project").
(C) The Issuer previously secured a line of credit from PNC Bank, National
Association (the "Line of Credit Provider"), pursuant to which the Issuer has borrowed
funds (the "Interim Indebtedness") to finance certain costs of the Series 2022 Project on
an interim basis.
(D) On the date hereof, the Issuer adopted a master bond resolution (as it may
be amended and supplemented from time to time, the "Bond Resolution") authorizing the
issuance of Monroe County, Florida Airport Revenue Bonds (Key West International
Airport) from time to time to finance and refinance capital improvements to the Airport.
(E) The Issuer deems it to be in its best interest to issue its Monroe County,
Florida Airport Revenue Bonds, Series 2022 (the "Series 2022 Bonds") pursuant to the
Bond Resolution. for the principal purposes of financing costs of the acquisition,
construction and equipping of the Series 2022 Project and refinancing the Interim
Indebtedness.
(F) Due to the potential volatility of the market for tax-exempt municipal
obligations such as the Series 2022 Bonds and the complexity of the transactions relating
to such Series 2022 Bonds, it is in the best interest of the Issuer to sell the Series 2022
Bonds by a negotiated sale, allowing the Issuer to enter the market at the most
advantageous time for such Series 2022 Bonds, rather than at a specified advertised date,
thereby permitting the Issuer to obtain the best Possible prices and interest rates for the
Series 2022 Bonds.
(G) The Issuer anticipates receiving a favorable offer to purchase the Series
2022 Bonds from BofA Securities, Inc. and PNC Capital Markets LLC (the
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"Underwriters"), pursuant to the hereinafter defined Purchase Contract, all within the
parameters set forth herein.
(H) Inasmuch as the Issuer desires to sell the Series 2022 Bonds at the most
advantageous time to obtain favorable financing terms and not wait for a scheduled
meeting of the Board of County Commissioners, so long as the herein described
parameters are met, the Issuer hereby determines to delegate the award and sale of the
Series 2022 Bonds and certain other responsibilities to the Mayor in accordance with the
parameters herein provided.
(1) The Bond Resolution provides that the Series 2022 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
Supplemental Resolution (as defined in the Bond Resolution) adopted by the Issuer; and
it is now appropriate that the Issuer determine with respect to the Series 2022 Bonds
certain of such provisions, terms and details and establish parameters and the
mechanisms for determining the remaining provisions, terms and details.
(J) The Series 2022 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 (as defined in the Bond
Resolution), in the manner and to the extent provided in the Bond Resolution. No holder
of a Series 2022 Bond shall ever have the right to compel the exercise of any ad valorem
taxing power to pay such Series 2022 Bond or be entitled to payment of such Series 2022
Bond from any moneys of the Issuer except from the Pledged Funds in the manner and to
the extent provided in the Bond Resolution.
(K) The covenants, pledges and conditions in the Bona Resolution shall be
applicable to the Series 2022 Bonds herein authorized and said Series 2022 Bonds shall
constitute "Bonds" within the meaning of the Bond Resolution,
(L) In order to satisfy certain of the requirements of Section 147(f) of the
Internal Revenue Code of 1986, as amended, the Issuer did, on the date hereof, hold a
public hearing on the proposed issuance of the Series 2022 Bonds for the purposes herein
stated which date is more than seven days following the first publication of notice of such
public hearing in a newspaper of general circulation in Monroe County, Florida, and
which public hearing was conducted in a manner that provided a reasonable opportunity
for persons with. differing views to be heard, both orally and in writing, on the issuance of
such Series 2022 Bonds and the location and nature of the Series 2022 Project. A copy of
the affidavit of publication of the notice of public hearing is attached hereto as Exhibit B.
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SECTION 2. DEFINITIONS. When used in this Supplemental
Resolution, the terms defined in the Bond Resolution shall have the meanings ascribed
thereto, -unless the context clearly provides otherwise,
SECTION 3® AUTHORITY F THIS SUPPLEMENTAL
RESOLUTION. This Supplemental. Resolution is enacted pursuant to the provisions of
the Bond Resolution. and the Act.
SECTION 4® AUTHORIZATION OF THE SERIES 2022 PROJECT
AND REFINANCING OF INTERIM INDEBTEDNESS. The Issuer hereby
authorizes the acquisition., construction. and equipping of the Series 2022 Project and the
refinancing of the Interim Indebtedness.
SECTION 5. AUTHORIZATION AND DESCRIPTION OF THE
SERIES 2022 BONDS. The Issuer hereby authorizes the issuance of a Series of Bonds
in the aggregate principal amount of not exceeding $50,000,000 to be known as the
"Monroe County, Florida Airport Revenue Bonds (Key West International Airport),
Series 2022," (or such other designation as the Mayor may determine) for the principal
purposes of providing moneys to finance costs of the acquisition, construction and
equipping of the Series 2022 Project and refinancing the Interim Indebtedness. The
Series 2022 Bonds may be issued in one or more Series and may be issued as tax-exempt
(AMT), tax-exempt (non-AMT) and/or taxable, such. determination to be determined by
the Mayor upon the advice of Bond Counsel.. The actual aggregate principal. amount of
Series 2022 Bonds to be issued shall be determined by the Mayor provided such
aggregate principal amount of all Series does not exceed$50,000,000.
The Series 2022 Bonds shall be dated as of their date of delivery (or such earlier or
later date as may be determined by the Mayor), 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 Mayor), payable semi-annually on each April,I
and October I (each date an "Interest Date"), commencing on April 1, 2023 (or such. later
date as may be determined by the Mayor). The Series 2022 Bonds shall bear interest
computed on the basis of a 360-day year consisting of twelve 30-day months.
The Series 2022 Bonds shall. bear interest at such rates and yields, shall mature on
October I of each of the years and in the principal amounts corresponding to such years,
and shall have such redemption provisions as determined by the Mayor, upon the advice
of the Financial Advisor, subject to the conditions set forth in Section 6 hereof All of the
terms of the Series 2022 Bonds will be included in,a Contract of Purchase between the
County and the Underwriters which shall be in substantially the form attached hereto and
made a part hereof as Exhibit C (the "Purchase Contract"). The Mayor is hereby
authorized to execute, and the Clerk is hereby authorized to attest and affix the official
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seal of the Issuer to the Purchase Conti-act in substantially the form attached hereto as
Exhibit C with such modifications as the Mayor deems appropriate upon satisfaction of
the conditions described in Section 6 hereof, the Mayor's execution thereof being
evidence of his approval of the Purchase Contract.
Interest on the Series 2022 Bonds shall. be payable by check or draft of The Bank
of New York Mellon Trust Company, 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. Except as otherwise provided in
Section 8 hereof, the principal of and premium, if applicable, on the Series 2022 Bonds is
payable to the Holder upon presentation, when due, at the designated corporate trust
office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, as Paying
Agent. All payments of principal, premium, if applicable, and interest on the Series 2022
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.
SECTION 6. CONDITIONS TO EXECUTION OF PURCHASE
CONTRACT. The Purchase Contract shall not be executed by the Mayor until such
time as all of the following conditions have been satisfied:
(A) Receipt by the Mayor of a written offer to purchase the Series 2022 Bonds
by the Underwriters substantially in the form of the Purchase Contract attached hereto as
Exhibit C, said offer to provide for, among other things, (i) the purchase of not exceeding
$50,000,000 aggregate principal amount of Series 2022 Bonds, (ii) an underwriting
discount (including management fee and expenses) with respect to the Series 2022 Bonds
not in excess of 1.00% of the aggregate principal amount of the Series 2022 Bonds, (iii) a
true interest cost for the Series 2022 Bonds not exceeding 6.50%, and (iv) the maturities
of the Series 2022 Bonds, with the final maturity being not later October 1, 2052.
(13) With respect to optional redemption terms for the Series 2022 Bonds, if
any, the first call. date may be no later than October 1, 2032 and there may be no call.
premium..
(C) Receipt by the Mayor of a disclosure statement and a truth-in-bonding
statement of the Underwriters dated the date of the Purchase Contract and complying
with Section 218.385, Florida Statutes.
(D) Receipt by the Issuer from the Underwriters of a good faith deposit in an
amount equal to 1.00% of the preliminary par amount of the Series 2022 Bonds set forth
on the cover page of the Preliminary Official Statement (as described in Section I I
hereof).
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(E) The Mayor shall have determined, upon the advice of Frasea & Associates,
LLCM (the "Financial Advisor"), whether any portion of the Series 2022 Bonds shall be
insured by a Bond Insurance Policy described in Section 15 hereof, or whether all of the
Series 2022 will be issued uninsured. If it is determined to insure any of the Series 2022
Bonds, the Mayor shall also determine, upon the advice of the Financial Advisor and
Bond Counsel to the Issuer, which entity shall issue the Bond Insurance Policy pursuant
to Section 15 hereof.
Upon satisfaction of all the requirements set forth in this Section 6, the Mayor is
authorized to execute and deliver the Purchase Contract containing terms complying with
the provisions of this Section 6 and the Series 2022 Bonds shall be sold to the
Underwriters pursuant to the provisions of such Purchase Contract. The Mayor may rely
upon the advice of the Financial Advisor regarding satisfaction of the conditions set forth
in this Section 6. The execution and delivery of the Purchase Contract to the
Underwriters shall be deemed to be conclusive evidence of the satisfaction of the
conditions of this Section 6 and any changes, amendments, modifications, omissions or
additions to the Purchase Contract.
SECTION 7. REDEMPTION PROVISIONS. The Series 2022 Bonds
may be redeemed prior to their respective maturities from any moneys legally available
therefor, upon notice as provided in the Bond Resolution, upon the terms and provisions
as determined by the Mayor, in his discretion and upon the advice of the Financial
Advisor; provided, however, with respect to optional redemption terms for the Series
2022 Bonds, if any, the parameters set forth in Section 6(B) must be satisfied. The
Mayor shall determine, upon the advice of the Financial Advisor, whether all, a portion
or none of the Series 2022 Bonds shall be subject to optional redemption. Term Bonds
may be established with such Sinking Fund Installments as the Mayor deems appropriate
and upon the advice of the Financial Advisor. The redemption provisions for the Serie's
2022 Bonds, if any, shall be set forth in the Purchase Contract.
SECTION 8. $ BOOK-ENTRY. Notwithstanding the provisions set forth in
Section 2.06 of the Bond Resolution, the Series 2022 Bonds shall be initially issued in the
form of a separate single certificated fully registered Bond for each maturity of each
Series of the Series 2022 Bonds. Upon initial issuance, the ownership of the Series 2022
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 2022 Bonds shall be registered in the name of Cede & Co., all payments on the
Series 2022 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 2022 Bonds.
With respect to Series 2022 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
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immediately preceding sentence, the Issuer, the Registrar and the Paying Agept 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
2022 Bonds, (B) the delivery to any Participant or any other person other than a Series
2022 Bondholder, as shown in the registration books kept by the Registrar, of any notice
with respect to the Series 2022 Bonds, or (C) the payment to any Participant or any other
person, other than a Series 2022 Bondholder, as shown in the registration books kept by
the Registrar, of any amount with respect to principal or interest of the Series 2022
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 2022 Bond for the purpose of payment of
principal or interest with respect to such Series 2022 Bond, for the purpose of giving
notices and other matters with respect to such Series 2022 Bond, for the purpose of
registering transfers with respect to such Series 2022 Bond, and for all other purposes
whatsoever. The Paying Agent shall pay all principal or interest of the Series 2022
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 Bond 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 2022 Bonds to the extent of the sum or sums so paid.
No person other than a Series 2022 Bondholder, as shown in the registration books kept
by the Registrar, shall receive a certificated Series 2022 Bond evidencing the obligation
of the Issuer to make payments of principal or interest pursuant to the provisions of the
Bond Resolution and 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 2.06 of the Bond Resolution with respect to transfers
during certain periods next preceding an Interest Date or the date a Series 2022 Bond has
been selected for redemption, the words "Cede & Co." in the Bond Resolution and herein
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 2022 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
tenns, or (B) determination by the Issuer, in its sole discretion, that such book.-entry only
system should be discontinued by the Issuer, such Series 2022 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 Bond Resolution. In
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such event, the Issuer shall issue, and the Registrar shall authenticate, transfer and
exchange the Series 2022 Bonds consistent with the terms of the Bond 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 2022 Bonds.
SECTION 9. FORM OF SERIES 2022 BONDS. The text of the Series
2022 Bonds, together with the Registrar's Certificate of Authentication, shall be
substantially in the form set forth in Section 2.07 of the Bond Resolution, with such
omissions, insertions and variations as may be necessary or desirable and authorized or
permitted by the Bond Resolution, 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 1.0, APPLICATION OF SERIES 2022 BOND PROCEEDS.
Subject in all respects to the satisfaction of the conditions set forth in Section 6 hereof,
the proceeds derived from the sale of the Series 2022 Bonds shall be applied by the Issuer
simultaneously with the delivery thereof as follows:
(A) Any capitalized interest shall be deposited to the Interest Account and shall
be used only for the purpose of paying the interest which shall thereafter become due on
the Series 2022 Bonds. Any capitalized interest shall be held in trust solely for the
payment of the Series 2022 Bonds.
(B) A sufficient amount of proceeds of the Series 2022 Bonds shall be
deposited into the Reserve Account, such that the moneys therein shall equal the Reserve
Account Requirement for the Series 2022 Bonds.
(C) A sufficient amount of proceeds of the Series 2022 Bonds shall be paid to
the.Lime of Credit Provider to pay the Interim Indebtedness in full.
(D) A sufficient amount of the proceeds of the Series 2022 Bonds shall be
applied to the payment of costs and expenses relating to the issuance of the Series 2022
Bonds, including the premium for a Bond Insurance Policy, if any.
(E) All remaining proceeds of the Series 2022 Bonds shall be deposited to a
separate account within the Construction Fund which is hereby established as the "Series
2022 Bonds Account" and such proceeds shall be used to pay and/or reimburse Costs of
the Series 2022 Project, in accordance with Section 4.03 of the Bond Resolution. Any
remaining proceeds of the Series 2022 Bonds shall be applied to pay scheduled interest
on the Series 2022 Bonds.
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SECTION 11. PRELIMINARY OFFICIAL STATEMENT. The Issuer
hereby authorizes the distribution and use of a Preliminary Official Statement in
substantially the form attached hereto as Exhibit D (the "Preliminary Official Statement")
in connection. with offering the Series 2022 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
Airport Director hereby authorized to approve such insertions, changes and
modifications. The Mayor and the Airport Director are hereby authorized to deem the
Preliminary Official Statement "final" within the meaning of Rule l5c2-12(b) under the
Securities Exchange Act of 1934 (the "Rule") in the form as mailed. Execution of a
certificate by the Mayor or the Airport Director deeming the Preliminary Of
Statement "final" as described above shall be conclusive evidence of the approval of any
insertions, changes or modifications.
SECTION 12. OFFICIAL STATEMENT. Subject in all respects to the
satisfaction of the conditions set forth in Section 6 hereof, the Mayor and the Airport
Director are hereby authorized and directed to execute and deliver a final Official.
Statement, dated the date of the Purchase Contract, 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 Underwriters with such
changes, amendments, modifications, omissions and additions as may be approved by the
Mayor and. the Airport Director. Said Official Statement, including any such changes,
amendments, modifications, omissions and additions as approved by the Mayor and the
Airport Director, and the information contained therein are hereby authorized to be used
in connection with the sale of the Series 2022 Bonds to the public. Execution by the
Mayor and the Airport Director of the Official Statement shall be deemed to be
conclusive evidence of approval of such changes.
SECTION 13. APPOINTMENT OF PAYING AGENT AND
REGISTRAR. Subject in all respects to the satisfaction of the conditions set forth in
Section 6 hereof, The Bank of New York. Mellon Trust Company, N.A. is hereby
designated Registrar and Paying Agent for the Series 2022 Bonds. The Mayor is hereby
authorized to enter into any agreernent which may be necessary to effect the transactions
contemplated by this Section 13 and by the Bond Resolution.
SECTION 14. SECONDARY MARKET DISCLOSURE. Subject in all.
respects to the satisfaction of the conditions set forth in 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 2022 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 E hereto with such changes, amendments,
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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 Bond Resolution, failure of the Issuer to comply with such Continuing Disclosure
Certificate shall not be considered an Event of Default under the Bond Resolution,
provided, however, to the extent permitted by law, the sole and exclusive remedy of any
Series 2022 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 14 and the Continuing Disclosure Certificate. For purposes of this Section 14,
"Series 2022 Bondholder" shall can 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
2022 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 2022 Bonds.
SECTION 15. MUNICIPAL BOND INSURANCE. If the Mayor
detennines, upon the advice of the Financial Advisor, that all or any portion of the Series
2022 Bonds (the "Insured Bonds") will be insured by a Bond Insurance Policy, then the
Mayor, upon the advice of the Financial Advisor and Bond Counsel to the Issuer, shall
select either Assured Guaranty Municipal Corp. ("AGM") or Build America Mutual
Assurance Company ("BAM") as the Insurer with respect to the Insured Bonds and a
sufficient portion of the proceeds of the Series 2022 Bonds shall be applied to the
payment of the premium for the Insurer's standard form of municipal bond insurance
policy in accordance with the provisions of Section 10(D) hereof. The Mayor is
authorized and directed to execute, and the Clerk is authorized to attest, any insurance
agreement (the "Bond Insurance Agreement") that is necessary or desirable to incorporate
the standard municipal bond insurance provisions required by the Insurer, such Bond
Insurance Agreement to be subject to the approval of the Issuer's Bond Counsel and the
County Attorney, such approval being evidenced by the Mayor's execution thereof.
Exhibits 17 and G hereto contain the respective standard municipal bond insurance
provisions of Assured Guaranty and BAM, respectively, and the Bond Insurance
Agreement shall contain substantially the same provisions of the selected Insurer with
such changes as are approved by Issuer's Bond Counsel and the County Attorney, such
approval being evidenced by the Mayor's execution thereof So long as the Bond
Insurance Policy issued by the Insurer is in full force and effect and the Insurer has not
defaulted in its payment obligations under the Bond Insurance Policy, the Issuer agrees to
comply with the provisions of any Insurance Agreement executed in accordance with this
Section 15.
SECTION 16. GENERAL AUTHORITY. The Mayor, the County
Administrator, the Clerk, the County Attorney, the Airport Director and the other
officers, attorneys and other agents or employees of the Issuer are hereby authorized to
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do all acts and things required of the by this Supplemental Resolution, the Bond
Resolution, the Official Statement, the Continuing Disclosure Certificate, the Bond
Insurance Agreement, if any, or the Purchase Contract or desirable or consistent with the
requirements hereof or of the Bond Resolution, the Of Statement, the Continuing
Disclosure Certificate, the Bond Insurance Agreement, if any, or the Purchase Contract
for the full punctual and complete performance of all the terms, covenants and
agreements contained herein or in the Series 2022 Bonds, the Bond Resolution, the
Official Statement, the Continuing Disclosure Certificate, the Bond Insurance
Agreement, if any, and the Purchase Contract and each member, employee, attorney and
officer of the Issuer is hereby authorized and directed to execute and deliver any and all
papers and instruments and to be and cause to be done any and all acts and things
necessary or proper for carrying out the transactions contemplated hereunder. If the
Mayor is unavailable or unable at any time to perform any duties or functions hereunder,
the Mayor Pro Tem is each hereby authorized to act on his behalf
SECTION 17. SEVERABILITY AND INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions herein contained shall be held
contrary to any express provision of law or contrary to the policy of express law, though
not expressly prohibited or against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed separable from the remaining covenants, agreements or provisions and
shall in no way affect the validity of any of the other provisions hereof or of the Series
2022 Bonds.
SECTION 18. RESOLUTION TO CONTINUE IN FORCE. Except as
herein expressly provided, the Bond Resolution and all the terms and provisions thereof
are and shall remain in full force and effect.
SECTION 19. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon its adoption.'
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PASSED AND ADOPTED by the Beard of County Commissioners of Monroe
County, Florida, at a regular meeting of said Board held can the 17th day of August, 2022.
Mayor David Rice Yes
Mayor Pro Tem Cram Cates Ves
Commissioner Michelle Coldiron des
Commissioner Holly Raschein Yes
,fi �,k iss er James K. Scholl Yes
BOARD OF COUNTY COMMISSIONERS
4 �
(Seal) OF MONROE COUNTY,:FLORIDA.
Attest: Kevin Madok, Clerk
BY: �, By•
De ty Clerk Mayor
NROE CO N
F ..
ASSIT AUNTY ATTORNEY
Datem ....812122...... ....�. ...m.... . ,
FILED FOR RECORD
2022 AUG 17
CLERK CIR.CT.
MONROE COUNTY, FL
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EXHIBIT A
SERIES 2022 PROJEcr
The Series 2022 Project generally includes the following, as more particularly
described in the plans and specification on file with the Issuer and as the same may be
modified from time to time:
The development, construction and equipping of a new second-level concourse of
approximately 48,805 square feet ("Concourse A") consisting of. (1) seven gates all fitted
with passenger boarding bridges, hold-room areas, passenger circulation space,
concession areas, restrooms, a nursing room, a pet relief area, building support areas,
including mechanical rooms, IT/Communication rooms, an electrical room, elevator,
storage,janitors closet and stair areas, and (2) a ground (apron) level below Concourse A
to support a new baggage make-up area and devices, tug lanes, airline ramp space, ramp
equipment storage and circulation space.
EXHIBIT B
AFFIDAVIT OF PUBLICATION
I
i
✓ l Jr r / ��
IZE ,
The Florida Keys Only Dailyr,Est 1876
PO Box 1800,Key West FL 33041
( -7 77 ext.2192
1 1. ysn s.
Account:MONROE CO DEPARTMENT OF AIRPORTS
KEY WEST FL 33040
PUBLICPUBLISHER"S AFFIDAVIT
STATE OF FLORIDA NOTICE OF
tge. rs wf 9:3 no
COUNTY OF MONROElater than fie( calendar s p.m.,
tr
Notice is hereby given of a publichear- to the scheduled meeti ; If ou are
ing to be held by e r f n hearing voice-impaired, c "7 1".
authorityBefore the undersigned r Commissioners("theBoard") f n- Liveisavailablet
roe County, Florida(the"County") our web portal@httpV/monroecoun-
August 17,2022,at 1:30 p.m. r as soon t fl.iqm2.com/Citizens/Def ault.aspx
thereafter,as the matter can be heard, for meetings of the Monroe
'Sierra Civin who on oath says that he or she is in the Board e tin room of the Har- Board of County Commissioners.
V y Government Center,1200 Truman person decidingto appeal any decision
Avenue, y West,Florida,for the pur- made by the County after the hearing
advertisingThe legal i Citizen,a fivepose of receiving comments n hear- will e t ensure that verbatim -
Monroe in Florida; n discussion concerning t 's cord f tproceedingis is
per published in Key West, a proposed issuance of not to exceed record includes the testimony and evi-
a being a legal notice in the matter of Airport Bonds was published in
$50,000,000 in aggregateri ci al dence upon whichthe appealis to be
amount of Monroe County,Florida Air- based.
said newspaper in the i . port RevenueBonds(Key West Interna-
tional Airport),Series 2022 and possibly The public hearing is required
other r to indebtedness("collective- Section 1 7( the Internal ReRev -
Saturday,August 6,2022 ly,the"Bonds"), rsua t to a r 5 l - n e Code of 1986, as (the
tion to be considered for adoption by "Code"). Subsequent to the public
the Board on August 1 ,2022,as sup- hearing,the Boardill consider t -
le nt . er to approvethe issuance f the Bonds
Afflant further says that the Key West Citizen is a newspaper publishedin Key as required i n 7( the
The Bonds will be issued to:(1)finance Code.Any personinterested in the is-
West,in County,Florida and that the saidr reto- and refinance the costs o certain s - suance oft s ort location or
publishedfore been continuously in said Monroe County,Florida Tuesday thru it al improvements to t Key West t - nature f t Project r and
Saturday weekly tern do I Airport(the " it r", i - heard.
,� I r lu in the development,construction
Key West,in said Monroe County,Florida,for a period of I year next precedingui in of a new second-level By order of the BoardCounty
advertisement; r says C ncours- - approximately 48,805 missioners of Monroe County,
square feet ("Concourse A") consist- Florida.
that he or she has neither paid nor promised any person, it r corporation any ing of: ( seven gatesall fitted FLORIDA
rebate,commission or refund for the purposei i - passenger boarding brides,holdroom Is/Davidis
ment for publication in the said newspaper. areas, passenger circul?ation space, avi iC ,Mayor
concession r , restrooms, urs- Board of County Commissioners
ing room, a pet relief area, building August ,2
support areas, including ec nic l 420155
rooms, IT/Communication rooms, a
„IIIIclip electrical roam,elevator,storage,jan-
itors closet, and stair areas and (B)a
ground(apron)level below Concourse
to support new baggagemake-up
(Signaturer and device(s), tug lanes, airline
ramp space, ramp equipment storage
and circulation s c (collectively the
beforeAffirmed and subscribed i "Project"); (2)r uo, o,Iuw a'+..a llmium7ullwmmu�uw �,�111111U.m Bi fun necessarys-
its t the reserve account securingthe
11 lm Bonds;( capitalizeportion aft ii-
W�0�v"', ter terest of the Bonds-t a ( y costs
related to the issuance of the Bonds.
Signature)(Notary Public
The Project will be located at Key West
International Airport,3491 South
fill i Di Benedetto Roosevelt Boulevard,Key West,Florida.
Printedame) e County ill own and operatethe
Project wis ill be part of theAir-
port.My i
mm All interested parsons are invited to at-
tend said ariag and to,eitherperson-
ally or through their representatives,
Personally Known_2� Produced Identification present oral or written comments nd
discussion concerning the proposed
plan of finance.Written comments y
IdentificationType of also hearing
I a submitted to t the Office of the County Attorney,
,W@iN�dursm� 0 1111 12th Street,t Suite t y WesPOP, t,
��i�e t rFlorida 0 Attention:County tt r-
��,, � too* i� ney.In accordance with the Americans
Cd needing a� ,� �w with Disabilities Act,persons g
�. 1 ,° special accommodation M order t ar-
* ticipate in this proceeding should con-
tact the County Administrator's office,
y phoning ( 5) 2 2 1, between
............... ......................................................................
w MIS
EE
..........
Published Weekly
Marathon,Monroe County,Florida
PROOF OF PUBLICATION
NOTICE OF PUBLIC HEARING
tobrooftedpri0r,to"t"bo"heon"g
V
yllplylefll
b I k "R tot"'a 111M 10c
STATE OF FLORIDA b,y thp,06ard tftorn, 0, S"tr
u W 400,K`I*6'0 160d,
COUNTY OF MONROE rr '64
33 '0-Atto
Before the undersigned authority F t'y";,0nX11u,9,u e owltlh
persona
lly appeared JASON KOLER who '0"' b'
M,a A 0 r CO 11 e
8",Od 0%,ee-66 a special li" JI, mm on oath, says that he is PUBLISHER of 0 mm, 4a on n order to
vey ov,00inient e,at 910 00111hlhls,�O_m
P
t 0,
the WEEKLY NEWSPAPERS, a weekly
�00t,01c"t, unly
fb, %,( , h
by
6 o,pAfr"�;P,Ose 16110
newspaper published in Marathon, in Ad
VIM—
�
mo Pis,a n,
Monroe County, Florida: that the
I ts'00_ arr.
attached copy of advertisement was 5;Q0 pm."no later th"a n"'fi V"'#'
t 4,*y prior to the
published in said newspaper in the
harm or
ray or a-Alr0it
I'V00 C h
111,04 511'"' 4
�iCl +d "'t]
MI
issues of:(date(s)of publication) Ri 0e"J'011', 0 71
"Y" Itw
'Out, I"00ftalo.,
is available
so qrQ,
6, :0 i'y"J"_
6 Ali V S lnd0ot,Mi,,,Ii,",# 1*n
tjol to'U"t,
QI 00haired
011,10,19111 "'�' 1'fp
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OZ�
"4 _0
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01W 00,otno d''
6"771,"i'",
wl ",,4 e,:',s$0#"to
Affiant further says that the said WEEKLY Th#'#On"' b
NEWSPAPERS is a newspaper published d,
&A
T Arl
V i6lad.............
to
at Marathon, in said Monroe County, 0600,11 ''1
4
It 7''t on�w
sed 777�
Florida,and that the said newspaper has
T'a:
heretofore been continuously published
In said Monroe County, Florida, once uare"
A!` I.
each week (on Thursday) and has been
_9
O'c'
P.,
6,te's,a 'tow, W
""a th
17��'7 ,
J,
qualified as a second class mail matter at
h 'I ii;i,
Ofvl
the post office in Marathon, In Monroe W"Ot I
"the
Pq!ulro,
Nil
:W#.`�Apvy,
County, Florida,for a period of one year 1417(f),0
t rel t
a pet rel
next preceding the first publication of
0
areas,16"16, %1 meth f, ds",1"r the Ka 'T
the attached copy of advertisement.The rooms,I mu",6 icatio'n-rooms, natu're of the Project m,a y appe'a r
an electrical,room,elevator,, nd be heard,
affiant further says that he has neither a
'or
14 t-and S,000go�,,Jab )rs clo�se By! the Board of County
stallf, (B) C60 Aj$sIdners of Monroe
paid nor promised any person, firm, or
County,florida.
corporation any discount, rebate, A to support abb, q ge MONROE COUNTYO FLORIDA
make-up area'aht ",yv,
commission or refund for the purpose of P*Y(�l Rice,Mayor
,t'ugl'anes, mpv, acp,�O�
�Jrll,ni�*41
V 004%dof County Commissioners
securing this advertisement for roffio On,tslo 49011146",11
P
x ugust 412022
I,".$ Ji�
A
h4�PP'i4," ,0, 1 6 e,(0,ess,
publication in the said newspaper(s)and ary The Weekly Newspapers
t
0"
that lv Weekly
R I W I P-1 a_"P
zri_L5_bh..."full
seturtn" talize
r,o tn;p a bc e_Wjth__,_C, .............QfAm a portion of the interest;ftlhe
EW .0—_5 late Statutes on, Legal and Bonds-and(4)pa costs related
to the issuance of the Bonds,
tX0,offfifih"�', al Adverti'sements. DO,Pm I tb#,I
001 d
J0 4',
"ir UpOr,
WI 349,
6,16,t I Ih b",
W04,,`Fto'rfd
6
ey
,P a t,11 10 1 "Port"
Sworn to"and bscribe before me A' 0,44.d:
)a,�0
th ja,�0
bI[ I........
(SEAL) "it,
the0,'o I n co 11 ncer'ning
plan of finance.
Notary
Wri y also be,
if 9E K L
0 7
A
*A,Pr r cc mm
Any,"Y
of
h,
my
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ol
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MarathonoSurishine Key#Big Pine Key*No Naine KeymLittle,Middle& Big Torch Key-Ramrod Key-Surnmerland Key-Cudjoe Key-Sugarloat Key
xl
it
lu
o
R
t
30330 Overseas Highway P.O. Box 431639 Big Pine Key, FL 43
Phone: 3,05-8,72-0106 Fax: 3,05-515-2939
AFFIDAVIT OF PUBLICATION
STATE OF FLORIDA
COUNTY OF MONROE
Before the undersigned authority personally appeared Steve Estes,; who on oath says, that he is the
Publisher for the News-Barometer,, a weekly newspaper published each Friday in Big Pine Key,
Monroe, County, Florlda, that the attached copy of advertisement being a legal notice in the matter
of
LEGAL NOTICE: NOTICE OF PULIiC HEARING AIRPORT CAPITAL BONDS: KEY WEST INTER-
NATIONAL AIRPORT 34911 SOUTH ROOSEVELT BLVD., KEY EST FIL 33040
was publishedi in said newspaper in the issue(s) ofi:
AU G UST 51 2022
Affiant further says that the News-Baromete r 'i's a weekly newspaper published 'in, Big Pine Key, in
said Monroe County,, F'lorida and that said newspaper has heretofore been continuously published in
said Monroe County, Florida each: week and has been entered as first-class mail matter at the post
office in Big Pine Key, in said Monroe Coinonty, Florida, for a period of 1 year next preceeding the first
publication of the attached copy of adverfisernent; and afflant further says' that he has, neither paid
nor promised any person, firm or corporation any discount, r blate, comm,ission or refund for the pur-
pose, of securing, this, advertisement for publication in said newspaper.
----------17-111-
Signature of Affiant
.............
Swo 011 subscribed before me this 9TH day of AUGURS T 2022
10,
Signature of Notar WUV&0j)KrVq ri�nted Name of Notary
Y' )
my commissic,
in
EVIIMS,�Wey
Expires
Personally Known Produced Identification,
Type of Identification Produced
EXHIBIT C
FORM OF PURCHASE CONTRACT
MONROE COUNTY,FLORIDA
AIRPORT REVENUE BONDS
(KEY WEST INTERNATIONAL AIRPORT),SERIES 2022 (AMT)
CONTRACT OF PURCHASE
2022
Monroe County,Florida
1100 Simonton Street, Suite 205
Key West,Florida 33040
Ladies and Gentlemen:
BofA Securities, Inc. and PNC Capital Markets LLC (collectively, the "Underwriters"), acting
through BofA Securities, Inc., as Representative of the Underwriters (the "Representative"), offers to enter
into the following agreement with you, Monroe County, Florida (hereinafter sometimes called the
"County")which,upon acceptance of this offer,will be binding upon you and upon the Underwriters. This
offer is made subject to your acceptance of this Contract of Purchase on or before 11:59 p.m.,Florida time,
on ,2022.
1. Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations, warranties and covenants set forth herein, the Underwriters,jointly and severally hereby
agree to purchase from the County, and the County hereby agrees to sell to the Underwriters its Airport
Revenue Bonds (Key West International Airport), Series 2022 (AMT) in the aggregate principal amount of
$ (the"2022 Bonds").The 2022 Bonds shall mature at the times,in the amounts and bear interest
at the rates per annum having such prices and yields with such redemption provisions as set forth in
Appendix I hereto. Interest on the 2022 Bonds is payable on [April 1, 20231, and semi-annually thereafter
on each [October] 1 and [April] 1.The purchase price for the 2022 Bonds is$ (the aggregate
par amount of the 2022 Bonds of $ , plus/less a [net] original issue premium/discount of
$ ,and less an Underwriters' discount of$ ).All capitalized terms used and not
defined herein shall have the meanings assigned in the Resolution and/or the Official Statement(as defined
below).
2. Authorizing Instruments and Source of Security.
The 2022 Bonds are being issued under the authority of, and in full compliance with the
Constitution and the laws of the State of Florida, Chapter 125, Part I, Florida Statutes, Chapter 332,
Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and Resolution No.
[ ] adopted by the County Commission on August 17, 2022 (the "Master Resolution"), as
supplemented by Resolution No. [ ] adopted by the County Commission on August 17, 2022 (the
"Supplemental Resolution" and together with the Master Resolution, the "Resolution"). The 2022 Bonds
shall be secured by the Pledged Funds as defined in, and pursuant to,the Resolution.
The information required by Section 218.385(2), (3) and (6),Florida Statutes,to be provided to the
County by the Underwriters is set forth in Appendix II hereto.
1
3. Delivery of Official Statement and Other Documents.
(a) The County has provided to the Underwriters for their review the Preliminary
Official Statement dated , 2022 (the "Preliminary Official Statement"), that the County deemed
final as of its date,except for certain omissions in connection with the pricing of the 2022 Bonds as permitted
(the "Permitted Omissions") by Rule 15c2-12 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "Rule"). The Underwriters have reviewed such
Preliminary Official Statement prior to the execution of this Contract of Purchase.
(b) With your acceptance hereof, you will deliver, at your expense, to the
Underwriters within seven (7) business days of the date hereof, and in any event not later than two (2)
business days before the Closing Date, copies of the final Official Statement (in such amounts as shall be
mutually agreed upon),dated the date hereof,together with all supplements and amendments thereto after
its publication and prior to the end of the underwriting period as contemplated in Subparagraph (m) of
Paragraph 9 hereof(hereinafter referred to as the"Official Statement"or the"final Official Statement").The
County authorizes, or ratifies as the case may be, the use and distribution of the Preliminary Official
Statement, the Official Statement and the Resolution in connection with the public offering and sale of the
2022 Bonds.
(c) The Representative agrees to file the Official Statement with the Electronic
Municipal Market Access("EMMA")of the Municipal Securities Rulemaking Board("MSRB")accompanied
by a completed Form G-32 as required by MSRB Rule G-32. The Underwriters agree that they will not
confirm the sale of any 2022 Bonds unless the confirmation of sale requesting payment is accompanied or
preceded by the delivery of a copy of the Official Statement.
(d) In order to assist the Underwriters in complying with the Rule, the County will
undertake, pursuant to the Resolution and the herein defined Continuing Disclosure Certificate (the
"Continuing Disclosure Undertaking"), to provide annual financial information and notices of the
occurrence of specified events.
(e) The Representative shall give notice to the County on the date after which no
participating underwriter, as such term is defined in the Rule, remains obligated to deliver a final Official
Statement pursuant to paragraph (b)(4) of the Rule. Unless the Representative provides written notice to
the contrary,the Closing Date(defined in Paragraph 11 of this Contract of Purchase)will be considered the
date after which no participating underwriter remains obligated to deliver final Official Statement under
the Rule.
(f) On the Closing Date, the County shall deliver, or cause to be delivered to the
Underwriters copies of the Resolution, certified to by the County, substantially in the form heretofore
delivered to the Underwriters.
4. Authority of the Representative. The Underwriters have heretofore designated and
represent that BofA Securities, Inc., has been duly authorized to execute this Contract of Purchase as
Representative, and has been duly authorized to act hereunder on behalf of the other Underwriter. The
Representative,on behalf of the Underwriters,hereby represents that,to the best of their knowledge, after
due inquiry,neither they nor any"person"or"affiliate"have been on the"convicted vendor list"during the
past 36 months as all such terms are defined in Section 287.133,Florida Statutes.
2
5. Public Offerin&. The Underwriters intend to make a bona fide public offering of all the
2022 Bonds at not in excess of the initial public offering prices or yields set forth on the inside cover page
of the printed paper form of the Official Statement.The Underwriters reserve the right to make concessions
to dealers,unit investment trusts and money market funds,certain of which may be sponsored or managed
by the Underwriters,and to change such initial public offering prices as the Underwriters reasonably deem
necessary in connection with the marketing of the 2022 Bonds. The County hereby authorizes the
Underwriters to use the final Official Statement and the information contained therein in connection with
the offering and sale of the 2022 Bonds and ratifies and confirms its authorization of the use by the
Underwriters prior to the date hereof of the Preliminary Official Statement in connection with such offering
and sale.
6. Establishment of Issue Price of the 2022 Bonds.
(a) The Representative, on behalf of the Underwriters, agrees to assist the County in
establishing the issue price of the 2022 Bonds and shall execute and deliver to the County on the Closing
Date an "issue price" or similar certificate, together with reasonable supporting documentation for such
certification, such as the supporting pricing wires or equivalent communications,substantially in the form
attached as Appendix IV, with such modifications as may be deemed appropriate or necessary, in the
reasonable judgment of the Representative, the County and of Nabors, Giblin & Nickerson, P.A., Bond
Counsel,to accurately reflect, as applicable, the initial offering price or prices to the public and the actual
sales price or prices of the 2022 Bonds. All actions to be taken by the County under this Paragraph to
establish the issue price of the 2022 Bonds may be taken on behalf of the County by the County's financial
advisor,Frasca&Associates,LLC (the "Financial Advisor"), and any notice or report to be provided to the
County may be provided to the Financial Advisor.
(b) Except for the maturities set forth in Schedule A attached to the issue price
certificate, the County will treat the first price at which 10%of each maturity of the 2022 Bonds (the "10%
test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this
Contract of Purchase, the Representative shall report to the County the price or prices at which it has sold
to the public each maturity of the 2022 Bonds. For purposes of this Paragraph 6, if the 2022 Bonds mature
on the same date but have different series and interest rates, each separate CUSIP number within that
maturity will be treated as a separate maturity of such 2022 Bonds.
(c) The Representative confirms that the Underwriters have offered the 2022 Bonds to
the public on or before the date of this Contract of Purchase at the offering price or prices (the "initial
offering price"),or at the corresponding yield or yields,set forth in Appendix I attached,except as otherwise
set forth therein. Schedule A to the issue price certificate sets forth, as of the date of this Contract of
Purchase,the maturities of the 2022 Bonds for which the 10%test has not been satisfied and for which the
County and the Representative, on behalf of the Underwriters, agree that the restrictions set forth in the
next sentence shall apply,which will allow the County to treat the initial offering price to the public of each
such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So
long as the hold-the-offering-price rule remains applicable to any maturity of the 2022 Bonds, the
Representative will neither offer nor sell unsold 2022 Bonds of that maturity 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:
(i) the close of the fifth(5th)business day after the sale date;or
3
the date on which the Underwriters have sold at least 10%of that maturity
of the 2022 Bonds to the public at a price that is no higher than the initial
offering price to the public.
Upon request, the Representative shall promptly advise the County when the Underwriters have
sold 10%of that maturity of the 2022 Bonds to the public at a price that is no higher than the initial offering
price to the public,if that occurs prior to the close of the fifth(5th)business day after the sale date.
(d) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and
each third-party distribution agreement (to which the Representative is a party) relating to the
initial sale of the 2022 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:
(A)(i) to report the prices at which it sells to the public the unsold 2022 Bonds of
each maturity allocated to it, whether or not closing has occurred,until either all
2022 Bonds of that maturity allocated to it have been sold or it is notified by the
Representative that the 10% test has been satisfied as to the 2022 Bonds of that
maturity,provided that,the reporting obligation after the Closing Date may be at
reasonable periodic intervals or otherwise upon request of the Representative,and
(ii)to comply with the hold-the-offering-price rule,if applicable,if and for so long
as directed by the Representative and as set forth in the related pricing wires,and
(B) to promptly notify the Representative of any sales of 2022 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 2022 Bonds to the public (each such term
being used as defined below), and
(C) to acknowledge that, unless otherwise advised by an Underwriter, dealer or
broker-dealer, the Representative shall assume that each order submitted by an
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 2022 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 2022 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 2022 Bonds of each maturity allocated
to it, whether or not closing has occurred,until either all 2022 Bonds of that maturity allocated to
it have been sold or it is notified by the Representative or such Underwriter or dealer that the 10%
test has been satisfied as to the 2022 Bonds of that maturity,provided that,the reporting obligation
after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the
Representative or such Underwriter or dealer, and (B) comply with the hold-the-offering-price
rule, if applicable, if and for so long as directed by the Representative or the Underwriter or the
dealer and as set forth in the related pricing wires.
4
(e) The County acknowledges that, in making the representation set forth in this
Paragraph, the Representative will rely on (i) the agreement of each Underwriter to comply with the
requirements for establishing issue price of the 2022 Bonds,including,but not limited to, its agreement to
comply with the hold-the-offering-price rule, if applicable to the 2022 Bonds, as set forth in an agreement
among underwriters and the related pricing wires, (ii) in the event a selling group has been created in
connection with the initial sale of the 2022 Bonds to the public, the agreement of each dealer who is a
member of the selling group to comply with the requirements for establishing issue price of the 2022 Bonds,
including,but not limited to,its agreement to comply with the hold-the-offering-price rule,if applicable to
the 2022 Bonds,as set forth in a selling group agreement and the related pricing wires,and(iii)in the event
that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution
agreement that was employed in connection with the initial sale of the 2022 Bonds to the public, the
agreement of each broker-dealer that is a party to such agreement to comply with the requirements for
establishing issue price of the 2022 Bonds, including,but not limited to, its agreement to comply with the
hold-the-offering-price rule, if applicable to the 2022 Bonds, as set forth in the third-party distribution
agreement and the related pricing wires.The County further acknowledges that each Underwriter shall be
solely liable for its failure to comply with its agreement regarding the requirements for establishing issue
price of the 2022 Bonds, including,but not limited to, its agreement to comply with the hold-the-offering-
price rule, if applicable to the 2022 Bonds, and that no Underwriter shall be liable for the failure of any
other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a
party to a third-party distribution agreement,to comply with its corresponding agreement to comply with
the requirements for establishing issue price of the 2022 Bonds,including,but not limited to,its agreement
to comply with the hold-the-offering-price rule,if applicable to the 2022 Bonds.
(f) The Underwriters acknowledge that sales of any 2022 Bonds to any person that is
a related party to an Underwriter shall not constitute sales to the public for purposes of this Paragraph.
Further,for purposes of this Paragraph:
(1) "public"means any person other than an underwriter or a related party;
(2) "underwriter"for the purposes of this Paragraph 6 means (A) any person
that agrees pursuant to a written contract with the County (or with the lead underwriter
to form an underwriting syndicate)to participate in the initial sale of the 2022 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 2022 Bonds to
the public (including a member of a selling group or a party to a third-party distribution
agreement participating in the initial sale of the 2022 Bonds to the public;
(3) a purchaser of any of the 2022 Bonds is a"related party"to an underwriter
if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than
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),(B)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(C)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
corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other), and
5
(4) "sale date"means the date of execution of this Contract of Purchase by all
parties.
7. Reserved.
8. Good Faith Deposit. The Representative has delivered to the County herewith an amount
equal to $ ( _ Dollars) (calculated as 1% of the estimated principal amount of
the 2022 Bonds as reflected in the Preliminary Official Statement)by wire transfer as a good faith deposit
(the "Good Faith Deposit"). The County agrees to hold such Good Faith Deposit until the payment of the
full amount of the purchase price on the Closing Date as provided in Paragraph 11 hereof and,in the event
of the Underwriters' compliance with such obligation, upon Closing, the Good Faith Deposit shall be
applied as a credit against the purchase price otherwise due. Should the County fail to tender the 2022
Bonds for delivery on the Closing Date, or should the County be unable to satisfy the conditions of the
obligations of the Underwriters to purchase, accept delivery of and pay for the 2022 Bonds, as set forth in
this Contract of Purchase (unless waived by the Underwriters), or should such obligations of the
Underwriters be terminated by the Underwriters for any reason permitted by this Contract of Purchase
(other than due to the failure of the Representative to comply with Paragraph 6 hereof), such Good Faith
Deposit will immediately be returned to the Representative. In the event that the Underwriters fail (other
than for a reason permitted hereunder) to purchase, accept delivery of and pay for the 2022 Bonds on the
Closing Date as herein provided, such Good Faith Deposit will be retained by the County as and for fully
liquidated damages for such failure of the Underwriters and for any defaults hereunder on the part of the
Underwriters and, except as set forth in Paragraph 12 hereof, neither party will have any further rights
against the other hereunder. The Underwriters and the County understand that in such event the actual
damages of the County may be greater or may be less than the Good Faith Deposit. Accordingly, the
Underwriters hereby waives any right to claim that the actual damages of the County are less than such
sum, and the acceptance of this offer by the County shall constitute a waiver of any right the County may
have to additional damages from the Underwriters.
9. Representations and Warranties of the County. The County represents and warrants to,
and agrees with,each of the Underwriters that:
(a) The County is duly organized and validly existing as a political subdivision of the
State of Florida under the Constitution and laws of the State of Florida with the powers and authority set
forth in the Act.
(b) The County has duly adopted the Resolution,has duly authorized and approved
the Preliminary Official Statement and the execution and delivery of the Official Statement, has duly
authorized and approved the execution and delivery of, and the performance by the County of the
obligations contained in the 2022 Bonds,the Continuing Disclosure Certificate to be dated as of ,
2022(the"Continuing Disclosure Certificate"),this Contract of Purchase and the Signatory Agreement(the
"Signatory Agreement")with Allegiant Air,American Airlines,Inc.,Delta Air Lines,Inc.,JetBlue Airways,
Silver Airways, and United Airlines Inc.[, the insurance agreement to be entered into by the County and
(the "Insurer") with respect to the 2022 Bonds] and has duly authorized and approved the
performance of its obligations contained in the Resolution,and the consummation of all other transactions
contemplated by the Official Statement.
(c) The County has full legal right,power and authority(i)to enter into this Contract
of Purchase,(ii)to issue,sell and deliver the 2022 Bonds to the Underwriters pursuant to the Resolution,as
6
provided herein, and (iii) to carry out and consummate the transactions contemplated by this Contract of
Purchase, the Resolution, the Continuing Disclosure Certificate, the Official Statement and the Signatory
Agreement and, to the knowledge of the County, compliance with the provisions thereof will not conflict
with or constitute a breach of or default under any applicable law, administrative regulation, court order
or consent decree of the State of Florida or any department, division, agency or instrumentality,thereof or
of the United States, or any applicable judgment or decree or any loan agreement, note, resolution,
indenture,agreement or other instrument to which the County is a party or may be otherwise subject.
(d) All approvals, consents and orders of any governmental authority,board, agency
or commission having jurisdiction which would constitute a condition precedent to the performance by the
County of its obligations hereunder and under the Resolution, the Continuing Disclosure Certificate, the
2022 Bonds and the Signatory Agreement have been obtained.
(e) The financial statements of the County and the Airport contained in the Official
Statement fairly present the financial position and results of operations of the County and the Airport as of
the date and for the periods therein set forth, and the County has no reason to believe that such financial
statements have not been prepared in accordance with generally accepted auditing standards consistently
applied. Since September 30, 2021, there has been no material adverse change in the financial position or
results of operations of the County or the Airport nor has the County or the Airport incurred any material
liabilities other than in the ordinary course of business or except as set forth in or contemplated by the
Official Statement. In addition, the financial statements of the County fairly represent the receipts,
expenditures,assets,liabilities and cash balances of such amounts and,insofar as presented,other funds of
the County as of the dates and for the periods therein set forth.
(f) Any certificates executed by any officer of the County and the Airport and
delivered to the Underwriters pursuant hereto or in connection herewith shall be deemed a representation
and warranty of the County and the Airport as to the accuracy of the statements therein made.
(g) The County is not in any material respect in breach of or default under any
constitutional provision, law or administrative regulation of the State of Florida or of the United States or
any agency or instrumentality of either,or of any other governmental agency,or any Material Judgment or
Agreement(as defined below),and no event has occurred and is continuing which with the passage of time
or the giving of notice,or both,would constitute a default or event of default under any Material Judgment
or Agreement.As used herein,the term"Material Judgment or Agreement"means any judgment or decree
or any loan agreement,indenture,bond,note or resolution or any material agreement or other instrument
to which the County is a party or to which the County or any of its property or assets is otherwise subject
(including, without limitation,the Act, the Resolution and the documents entered into in connection with
the issuance of the 2022 Bonds).
(h) The Preliminary Official Statement (including the financial statements and other
financial and statistical data included therein but excluding information concerning The Depository Trust
Company ("DTC")) did not as of its date (except Permitted Omissions), and the final Official Statement
(including the financial statements and other financial and statistical data included therein but excluding
information concerning DTC [and the Insurer, if any]), at all times subsequent hereto up to and including
the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein,in the light of the circumstances
under which they were made,not misleading.
7
(i) If the Official Statement is amended or supplemented pursuant to Subparagraph
(m) of this Paragraph 9, at the time of each supplement or amendment thereto and at all times subsequent
thereto up to and including the Closing Date (unless the Official Statement is further amended or
supplemented pursuant to Subparagraph (m) of this Paragraph 9), the Official Statement as so
supplemented or amended (including the financial statements and other financial and statistical data
included therein) will not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made,not misleading.
W Between the date of this Contract of Purchase and the Closing Date, the County
will not,without the prior written consent of the Underwriters,issue any bonds,notes or other obligations
for borrowed money payable or secured by any portion of the Pledged Funds not contemplated and
disclosed in the Official Statement.
(k) No litigation is pending or, to the knowledge of the County, threatened in any
court in any way affecting the corporate existence of the County or the titles of the members of the County
to their respective positions,or seeking to restrain or enjoin the issuance,sale or delivery of the 2022 Bonds,
or the collection of any of the Pledged Funds pledged or to be pledged to pay the principal of and interest
on the 2022 Bonds, or the pledge thereof or of any of the other Pledged Funds,or in any way contesting or
affecting the validity or enforceability of the 2022 Bonds, the Resolution, the Continuing Disclosure
Certificate, this Contract of Purchase or the Signatory Agreement or contesting in any way the
completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the
power of the County or its County with respect to the 2022 Bonds, the Resolution, the Continuing
Disclosure Certificate,this Contract of Purchase or the Signatory Agreement.
(1) The County will furnish such information,execute such instruments and take such
other action in cooperation with the Representative as the Representative may reasonably request to qualify
the 2022 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such States
as the Representative may designate (provided that the cost of such qualification shall be at the cost and
expense of the Underwriters);provided that the County shall not be obligated to qualify to do business in
any state other than Florida or to consent to the jurisdiction of any state other than Florida or to take any
action that would subject it to general service of process or any other material duty or obligation in any
state where it is not now so subject.
(m) If between the date that the Official Statement becomes available and until the
earlier of (i) 90 days from the end of the underwriting period (an event the Representative is required to
notify the County about pursuant to Paragraph 3(e) above), or (ii) the time when the Official Statement is
available to any person from EMMA,but in no case less than 25 days following the end of the underwriting
period, any event shall occur which would,in the opinion of the County, cause the information contained
in the Official Statement,as then supplemented or amended,to contain any untrue statement of a material
fact or to omit to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, the County shall
notify the Representative thereof, and if in the opinion of the County or the Representative, such fact or
event requires preparation and publication of a supplement or amendment to the Official Statement, the
County shall cooperate with the Representative to promptly prepare an appropriate amendment or
supplement at County's expense (unless such event was related to information provided by the
Underwriters for inclusion in the Official Statement), so that the statements in the Official Statement as so
amended and supplemented will not contain any untrue statement of material fact or omit to state a
8
material fact required to be stated therein or necessary to make the statements therein not misleading or so
that the Official Statement will comply with law.
(n) The County will apply the proceeds of the 2022 Bonds in accordance with the
Resolution.
(o) The County covenants to comply with the requirements of the Internal Revenue
Code of 1986,as amended(the "Code")in order to maintain the exclusion of the interest on the 2022 Bonds
from federal income taxation. These requirements include, but are not limited to, provisions which
prescribe yield and other limits within which the proceeds of the 2022 Bonds and other amounts are to be
invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis
to the Treasury Department of the United States.
(p) The County acknowledges and agrees that: (i)the Underwriters are not acting as
a municipal advisor within the meaning of Section 15B of the Securities Exchange Act, as amended, (ii)the
primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an
arm's length commercial transaction between the County and the Underwriters and the Underwriters have
financial and other interests that differ from those of the County; (iii)the Underwriters are acting solely as
principals and are not acting municipal advisors, financial advisors or fiduciaries to the County and have
not assumed any advisory or fiduciary responsibility to the County with respect to the transaction
contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of
whether the Underwriters have provided other services or are currently providing other services to the
County on other matters);(iv) the only obligations the Underwriters have to the County with respect to the
transaction contemplated hereby expressly are set forth in this Contract of Purchase; and (v) the County
has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable,
to the extent it has deemed appropriate.
(q) Except as described in the Preliminary Official Statement and the Official
Statement, the County has not in the past five years failed to comply in all material respects with any
agreement to provide continuing disclosure information pursuant to the Rule.
(r) The County, to the best of its knowledge, has never been and is not in default in
the payment of principal of, premium, if any, or interest on, or otherwise is not nor has it been in default
with respect to, any bonds, notes, or other obligations which it has issued, assumed or guaranteed as to
payment of principal,premium,if any,or interest.
All representations, warranties and agreements of the County shall remain operative and in full
force and effect,regardless of any investigations made by the Underwriter or on the Underwriters'behalf,
and shall survive the delivery of the 2022 Bonds.
10. Closing Conditions. The Underwriters have entered into this Contract of Purchase in
reliance upon the representations, warranties and agreements of the County contained herein and to be
contained in the documents and instruments to be delivered on the Closing Date and upon the performance
by the County of its obligations hereunder on or prior to the Closing Date. Accordingly,the Underwriters'
obligations under this Contract of Purchase to purchase,to accept delivery of and to pay for the 2022 Bonds
shall be conditioned upon the performance by the County of its obligations to be performed hereunder and
under such aforesaid documents and instruments on or prior to the Closing Date, and shall also be subject
to the following additional conditions, including the delivery by the County of such documents as are
enumerated herein,in form and substance reasonably satisfactory to the Representative.
9
(a) The representations and warranties of the County contained herein will be true,
complete and correct on the date hereof, and on and as of the Closing Date with the same effect as if made
on the Closing Date.
(b) On the Closing Date, the Resolution will be in full force and effect, and will not
have been further amended,modified or supplemented,except as described in the Official Statement, and
the Official Statement will not have been amended,modified or supplemented,except as permitted under
Subparagraph(m)of Paragraph 9 hereof or as may have been otherwise agreed to by the Representative.
(c) On the Closing Date,all necessary action of the County relating to the issuance of
the 2022 Bonds will have been taken and will be in full force and effect.
(d) The Representative has the right to terminate the Underwriters'obligations under
this Contract of Purchase to purchase,to accept delivery of and to pay for the 2022 Bonds by notifying and
consulting with the County regarding its election to do so if:
(1) Between the date of this Contract of Purchase and the Closing Date, the
market for the 2022 Bonds or market price or marketability of the 2022 Bonds or the ability of the
Underwriters to enforce contracts for the sale of the 2022 Bonds shall be materially and adversely affected,
in the reasonable professional judgment of the Representative,by the occurrence of any of the following:
(i) legislation (including any amendment thereto) is introduced in, pending
before, favorably reported by, is tentatively decided upon or is passed by, either
House of the Congress of the United States or any Committee thereof, or
announced by the Chairman of any such Committee, or recommended to the
Congress of the United States for passage by the President of the United States or
the United States Treasury Department, a decision by a court established under
Article III of the Constitution of the United States, or the United States Tax Court
shall be rendered, or a ruling, regulation or official statement by or on behalf of
the Treasury Department of the United States, the Internal Revenue Service or
other governmental agency shall be made or proposed by such agency or
department, which, if enacted, promulgated, or otherwise fully implemented,
would have the purpose or effect of imposing or would result in federal taxation
upon revenues or other income of the same general character of revenues to be
derived by the County, or upon interest received on obligations of the general
character of the 2022 Bonds, including all the underlying obligations or which
would have the effect of changing directly or indirectly the federal income tax
consequences of the receipt or accrual of interest on obligations of the general
character of the 2022 Bonds in the hands of the beneficial owners thereof;
(ii) any legislation, ordinance, rule or regulation shall be introduced in,
considered by or be enacted by any governmental body,department or agency of
the State of Florida,or a decision by any court of competent jurisdiction within the
State of Florida shall be rendered which, in the Representative's opinion, does or
will materially adversely affect the market price of the 2022 Bonds;
(iii) legislation is or shall be enacted by the Congress of the United States of
America,or a decision of a court of the United States of America shall be rendered,
10
or a stop order, ruling, regulation or official statement, or a proposed stop order,
ruling, regulation or official statement by or on behalf of the Securities and
Exchange Commission or other agency having jurisdiction over the issuance, sale
and delivery of the 2022 Bonds, or any other obligations of the County or any
similar public body shall be issued or made to the effect that obligations of the
general character of the 2022 Bonds, or the 2022 Bonds, including all the
underlying obligations, are not exempt from registration under or other
requirements of the Securities Act of 1933,as amended and as then in effect,or the
Securities Exchange Act of 1934, as amended and as then in effect, or the
Resolution is not exempt from qualification under or other requirements of the
Trust Indenture Act of 1939, as amended and as then in effect or with the purpose
or effect or otherwise prohibiting the issuance,sale and delivery of the 2022 Bonds,
as contemplated hereby and by the Official Statement, or of obligations of the
general character of the 2022 Bonds;
(iv) a general suspension of trading in securities on the New York Stock
Exchange or the American Stock Exchange,the establishment of minimum prices
on either such exchange,the establishment of material restrictions (not in force as
of the date hereof) upon trading securities generally by any governmental
authority or any national securities exchange,a general banking moratorium shall
have been established by federal,Florida or New York authorities;
(v) a war involving the United States shall have been declared, or any new
conflict involving the armed forces of the United States shall have escalated,or any
other national emergency, calamity or terrorism affecting the effective operation
of government or the financial community shall have occurred (it is being agreed
by the Underwriters that no such situation exists as of the date of this Contract of
Purchase);
(vi) any rating of the 2022 Bonds shall have been downgraded, suspended or
withdrawn or placed on credit watch with negative outlook by a major national
rating agency;
(vii) the New York Stock Exchange or other national securities exchange or any
governmental County, shall impose, as to the 2022 Bonds or as to obligations of
the same general character as the 2022 Bonds,any material restrictions not now in
force, or increase materially those now in force, with respect to the extension of
credit by,or the charge to the net capital requirements of,Underwriters;
(viii) except as disclosed in or contemplated by the Official Statement, there
shall have occurred any materially adverse change in the affairs or financial
condition of the County or the Airport;
(ix) the purchase of and payment for the 2022 Bonds by the Underwriters, or
the resale of the 2022 Bonds by the Underwriters, on the terms and conditions
herein provided shall be prohibited by any applicable federal or Florida law,
governmental authority,board, agency or commission;
11
(x) any event or circumstance shall exist that either makes untrue or incorrect
in any material respect any statement or information in the Official Statement
(other than any statement provided by the Underwriters)or is not reflected in the
Official Statement but should be reflected therein in order to make the statements
therein,in light of the circumstances under which they were made,not misleading
and,in either such event,the County refuses to permit the Official Statement to be
amended or supplemented to supply such statement or information, or the effect
of the Official Statement as so supplemented is to materially adversely affect the
market price or marketability of the 2022 Bonds or the ability of the Underwriters
to enforce contracts for the sale of the 2022 Bonds;
(xi) there shall have occurred a general banking moratorium by federal, New
York or Florida authorities, any national or international calamity or crisis in the
financial markets, a material disruption in commercial banking or securities
settlement or clearance services, or a material disruption or deterioration in the
fixed income or municipal securities market; or having an effect on the financial
markets,of the United States or elsewhere;or
(2) An order, decree or injunction of any court of competent jurisdiction,
issued or made to the effect that the issuance,offering or sale of obligations of the 2022 Bonds or of
the same general character as the 2022 Bonds, including any or all underlying obligations, as
contemplated hereby or by the Preliminary Official Statement or the Official Statement,is or would
be in violation of any applicable law, rule or regulation, including (without limitation) any
provision of applicable federal securities laws as amended and then in effect;or
(3) A stop order, ruling, regulation or official statement by the SEC or any
other governmental agency having jurisdiction of the subject matter shall have been issued or made
or any other event occurs,the effect of which is that the issuance,offering or sale of the 2022 Bonds,
or the execution and delivery of Resolution, as contemplated hereby or by the Preliminary Official
Statement or the Official Statement, is or would be in violation of any applicable law, rule or
regulation, including (without limitation) any provision of applicable federal securities laws,
including the 1933 Act, the Securities Exchange Act of 1934 or the Trust Indenture Act, each as
amended and as then in effect;or
(4) Any litigation shall be instituted or be pending on the Closing Date to
restrain or enjoin the issuance, sale or delivery of the 2022 Bonds, or in any way contesting or
affecting any County for or the validity of the proceedings authorizing and approving the 2022
Bonds or the existence or powers of the County with respect to its obligations under the Resolution.
(e) On or prior to the Closing Date,the Representative will have received each of the
following documents:
(1) The Official Statement of the County,executed by the Mayor of the Board
of County Commissioners of the County and the Director for the Airports.
(2) Executed copies of the Resolution.
12
(3) The approving opinion, dated the Closing Date and addressed to the
County, of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel to the County, in
substantially the form attached to the Official Statement as Appendix "E," and a reliance letter of
such counsel, dated the Closing Date and addressed to the Representative on behalf of the
Underwriters, to the effect that such opinion addressed to the County may be relied upon by the
Underwriters to the same extent as if such opinion were addressed to them.
(4) The opinion, dated the Closing Date and addressed to the Underwriters,
of Nabors, Giblin&Nickerson,P.A.,Tampa,Florida,Bond Counsel to the County,to the effect (i)
the 2022 Bonds are not subject to the registration requirements of the Securities Act of 1933, as
amended, (ii) the Resolution is exempt from qualification pursuant to the Trust Indenture Act of
1939, as amended, and (iii) that the statements contained in the Official Statement under the
captions "INTRODUCTION—Purpose," "-Authorization," "DESCRIPTION OF THE SERIES 2022
BONDS" (excluding the subsection entitled "- Book-Entry Only System") and "SECURITY FOR
THE 2022 BONDS," (apart from any financial and statistical data contained therein as to which no
opinion need be expressed), insofar as such information constitutes summaries of the Resolution
and the 2022 Bonds, such statements constitute fair summaries of the portions of such documents
purported to be summarized and to the effect that the statements contained in the Official
Statement under the section captioned "TAX MATTERS"are accurate.
(5) An opinion, dated the Closing Date and addressed to Bond Counsel and
the Underwriters,of Pedro J.Mercado,Esq.,the County's Senior Assistant County Attorney,in the
form attached hereto as Appendix VI.
(6) An opinion, dated the Closing Date and addressed to the County, of
Bryant Miller Olive P.A.,Tampa,Florida,Disclosure Counsel for the County,with a reliance letter
thereto addressed to the Underwriters, to the effect that (i) with respect to the information in the
Preliminary Official Statement and the Official Statement and based upon said firm's participation
in the preparation and review of the Preliminary Official Statement and the Official Statement as
Disclosure Counsel and without having undertaken to determine independently the accuracy or
completeness of the contents of the Preliminary Official Statement and the Official Statement,
nothing has come to the attention of said firm that would cause it to believe that the Preliminary
Official Statement, as of its date, and the Official Statement, as of its date and as of the date of
Closing,contains an untrue statement of a material fact or omits to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; however, the firm does not assume responsibility for the
accuracy, completeness, or fairness of the statements contained in the Preliminary Official
Statement or the Official Statement (including any appendices, schedules, and exhibits thereto),
nor expresses any belief with respect to any demographic,financial,statistical and operating data,
and forecasts, projections, numbers, estimates, assumptions, and expressions of opinion, and
information concerning the report of Newton & Associates Inc. in association with Ricondo &
Associates contained in Appendix C attached thereto,and information concerning The Depository
Trust Company and the book-entry system for the 2022 Bonds contained or incorporated by
reference in the Preliminary Official Statement or the Official Statement(including any appendices,
schedules, and exhibits thereto),which are expressly excluded from such opinion and (ii) that the
Continuing Disclosure Certificate, together with the Official Statement and this Contract of
Purchase,satisfy the requirements of Section(b)(5)(1) contained in the Rule for an undertaking for
13
the benefit of the owners of the 2022 Bonds to provide the information at the times and in the
manner required by the Rule;.
(7) An opinion,dated the Closing Date and addressed to the Underwriters,of
GrayRobinson P.A.,Tampa, Florida,Underwriters'Counsel,to the effect that nothing has come to
the attention of the attorneys in the firm rendering legal services in accordance with this
representation which leads them to believe that either the Preliminary Official Statement(as of its
date)or the Official Statement(as of its date and as of the Closing Date) contained or contains any
untrue statements of material facts or omit to state any material facts required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that they express no opinion regarding any
demographic, financial, statistical and operating data, and forecasts, projections, numbers,
estimates, assumptions, and expressions of opinion, information concerning the Report of the
Airport Consultant contained in Appendix C and information concerning The Depository Trust
Company and the book-entry system for the 2022 Bonds contained or incorporated by reference in
the Preliminary Official Statement or the Official Statement(including any appendices, schedules,
and exhibits thereto),which they expressly exclude from the scope of their opinion.
(8) A certificate, dated the Closing Date and signed by the Mayor of the
County and the Airport Director or other duly authorized official of the County, to the effect that
(i) the representations, warranties and covenants of the County contained herein are true and
correct in all material respects on and as of the Closing Date with the same effect as if made on the
Closing Date; (ii) no litigation is pending or, to their knowledge threatened, in any court in any
way affecting the corporate existence of the County or the title of the members of the County or to
their respective positions, or seeking to restrain or to enjoin the issuance, sale or delivery of the
2022 Bonds,or the collection of material Revenues pledged or to be pledged to pay the principal of
and interest on the 2022 Bonds, or the pledge thereof or of any of the other Pledged Funds, or in
any way contesting or affecting the validity or enforceability of the 2022 Bonds,the Resolution,the
Continuing Disclosure Certificate, this Contract of Purchase or the Signatory Agreement, or
contesting in any way the completeness or accuracy of the Preliminary Official Statement or the
Official Statement, or contesting the power of the County or its County with respect to the 2022
Bonds, the Resolution, this Contract of Purchase, the Continuing Disclosure Certificate, or the
Signatory Agreement(but in lieu of or in conjunction with such certificate,the Representative may,
in its sole discretion, accept certificates or opinions of the General Counsel to the County, that in
the opinion of such Counsel the issues raised in any such pending or threatened litigation are
without substance or that the contentions of all plaintiffs therein are without merit);(iii)the Official
Statement is true in all material respects and does not omit any statement of a material fact
necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading; (iv) to the best of their knowledge, no event affecting the County has
occurred since the date of the Official Statement for the purposes for which it is to be used or which
is necessary to disclose therein in order to make the statements and information therein not
misleading in any respect; and (v) the County has complied with all the agreements and satisfied
all the conditions required by this Contract of Purchase,the Continuing Disclosure Certificate,the
Resolution or the Act on their part to be performed or satisfied on or prior to the Closing Date.
(9) Certificate addressed to the County and the Underwriters from [Newton
& Associates, Inc./Ricondo & Associates] (the "Airport Consultant"), substantially in the form
attached as Appendix III. [Newton/Ricondo split certificates TBD]
14
(10) [The municipal bond insurance policy to be issued by the Insurer relating
to the 2022 Bonds, together with a no default certificate of the Insurer, a certificate of the Insurer
with respect to the Official Statement and a customary opinion of counsel to the Insurer with
respect to the municipal bond insurance policy.]
(11) Rating letters evidencing that the ratings listed in the Preliminary Official
Statement have been achieved [and that a rating of has been assigned by based on the
municipal bond insurance policy being issued by the Insurer] and none of such ratings have been
downgraded,suspended or withdrawn or and there shall not have been a negative change in credit
watch status by any such national rating agency prior to the Closing Date.
(12) Such additional legal opinions, certificates, instruments and other
documents as the Representative may reasonably request to evidence the truth and accuracy,as of
the date hereof and as of the Closing Date, of the representations,warranties and covenants of the
County contained herein and of the statements and information contained in the Official Statement
and the due performance or satisfaction by the County on or prior to the Closing Date of all
agreements then to be performed and all conditions then to be satisfied by the County.
All of the opinions, letters, certificates, instruments and other documents mentioned above or
elsewhere in this Contract of Purchase will be deemed to be in compliance with the provisions hereof if,
but only if,they are in form and substance satisfactory to the Representative. The opinion of Nabors,Giblin
& Nickerson, P.A., which is first referred to in Clause (3) of Subparagraph (e) of this Paragraph 10 of this
Contract of Purchase shall be deemed to be satisfactory provided that it is substantially in the form included
in Appendix"E"to the Official Statement.
11. The Closing. The payment for the 2022 Bonds shall take place at , on
, 2022 (the "Closing Date"), or on such other date or at such other place as shall have been
mutually agreed upon as the date on or place at which the closing shall occur. Simultaneously with such
delivery and provided that all conditions to the obligations of the Underwriters set forth in Paragraph 10
hereof have been satisfied and are in form and substance satisfactory to the Representative, the
Underwriters will cause the purchase price of the 2022 Bonds to be paid in Federal Funds to the order of
the County. The 2022 Bonds, bearing proper CUSIP numbers, will be in the definitive form of one fully
registered 2022 Bond for each stated maturity of the 2022 Bonds and in the name in which DTC, or such
other person as the Representative shall direct that the 2022 Bonds be registered. Delivery of the 2022
Bonds shall be made solely by means of electronic book entry by DTC, without physical delivery of the
2022 Bonds to the 2022 Bondholders.
12. Expenses. (a) The Underwriters will be under no obligation to pay, and the County will
pay all expenses which are directly related to the offering of the 2022 Bonds and which are incident to the
performance of the obligations of the County hereunder including, but not limited to, (i) the cost of the
reproduction and mailing of the Preliminary Official Statement and the Official Statement in reasonable
quantities(including any amendments or supplements thereto);(ii)the cost of the preparation and printing
of the 2022 Bonds; (iii)the fees and disbursements of Nabors,Giblin&Nickerson,P.A.,Bond Counsel;(iv)
the fees and disbursements of Bryant Miller Olive P.A.,Disclosure Counsel;(v)the fees and disbursements
of Frasca&Associates,LLC,Financial Advisor to the County;(vi)the fees and disbursements of the Airport
Consultant; (vii) [the fees and disbursements of ,as Registrar and Paying Agent]; (viii) the
fees and disbursements of any other experts, counsel or consultants retained by the County; and (ix) fees
for bond ratings. The County shall pay all expenses (included in the expense component of the
15
Underwriters' discount)incurred on behalf of County employees and representatives which are incidental
to implementing this Contract of Purchase including,but not limited to,meals,transportation,lodging and
entertainment of those employees and representatives.
(b) The Underwriters shall pay the following expenses (certain of which may be
included in the expense component of the Underwriters'discount),including but not limited to: (i)the cost
of preparation of this Contract of Purchase; (ii) the cost of preparation of the Blue Sky Survey; (iii) all
advertising expenses and Blue Sky filing fees in connection with the public offering of the 2022 Bonds;and
(iv) all other expenses incurred by them or any of them in connection with the public offering of the 2022
Bonds, including their travel expenses, the fees and disbursements of counsel retained by them and the
fees of Lumesis,Inc.for a continuing disclosure compliance review.
(c) The County acknowledges that it has had an opportunity, in consultation with
such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being
incurred as part of the issuance of the 2022 Bonds.
13. Notices. Any notice or other communication to be given to the County under this Contract
of Purchase must be given by delivering the same in writing at the address of the County set forth above,
and any notice or other communication to be given to the Underwriters under this Contract of Purchase
must be given by delivering the same in writing to BofA Securities, Inc., One Bryant Park, 12th Floor, New
York,NY 10036,Attn: Cory Czyzewski.
14. Benefit of Agreement. This Contract of Purchase is made solely for the benefit of the
County and the Underwriters(including the successors or assigns of any Underwriter),and no other person
may acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and
covenants of the County contained in this Contract of Purchase will remain operative and in full force and
effect,regardless of(i) any investigations made by or on behalf of any of the Underwriters;or(ii) delivery
of and payment for the 2022 Bonds pursuant to this Contract of Purchase.
15. Counterparts. This Contract of Purchase may be executed in several counterparts,which
together shall constitute one and the same instrument.
16. Florida Law Governs. The validity interpretation and performance of this Contract of
Purchase shall be governed by the laws of the State of Florida.
17. Entire Agreement. This Contract of Purchase when accepted by you in writing as
heretofore specified shall constitute the entire agreement between us and supersedes all oral statements,
prior writings and representations with respect thereto and supersedes all oral statements, prior writings
and representations with respect thereto. Any capitalized terms used herein which are not defined herein
shall have the meanings assigned to such terms in the Official Statement.
18. Headings. The headings of the sections of this Contract of Purchase are inserted for
convenience only and shall not be deemed to be part hereof.
16
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF,the parties hereto have executed this Agreement the day and year first
above written.
BofA SECURITIES, INC., as Representative of the
Underwriters
By:
Name: Cory Czyzewski
Its: Managing Director
[Counterpart Signature page to Contract of Purchase]
17
MONROE COUNTY,FLORIDA
By:
Name: David Rice
Title: Mayor,Board of County Commissioners
Countersigned:
By:
Name: Kevin Madok
Title: Clerk of the Circuit Court and Comptroller
for Monroe County,Florida and ex-officio
Clerk to the Board of County Commissioners
of Monroe County,Florida
[Counterpart Signature page to Contract of Purchase]
18
APPENDIX I
MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES,
YIELDS AND PRICES
MONROE COUNTY,FLORIDA
AIRPORT REVENUE BONDS
(KEY WEST INTERNATIONAL AIRPORT),SERIES 2022 (AMT)
$ Series 2022 Bonds
Maturity Principal Interest
(October 11 Amount Rate Yield Price
%Term Bond due on October 1, --Yield %--Price
I-19
REDEMPTION PROVISIONS
Optional Redemption. The 2022 Bonds maturing on or prior to 1, are not subject to
optional redemption prior to their respective maturities. The 2022 Bonds maturing on and after
1, may be redeemed prior to their respective maturities, at the option of the County,
either in whole or in part,from any monies that may be available for such purpose,on any date on or after
1, ,at a redemption price equal to 100%of the principal amount of the 2022 Bonds to be
redeemed,plus accrued interest to the redemption date,without premium.
Mandatory Redemption. The 2022 Bonds maturing on 1, are subject to mandatory
redemption at the redemption price of par plus accrued interest on the dates and in the amounts of the
Redemption Requirements set forth below:
Date Redemption
( 1) Requirements
'Maturity
I-20
APPENDIX II
DISCLOSURE STATEMENT
The undersigned, BofA Securities, Inc. (the "Representative") of the group of underwriters
described in this paragraph, acting on behalf of itself, and PNC Capital Markets LLC (collectively, the
"Underwriters") proposes to negotiate with Monroe County, Florida (the "County"), for the sale of the
County's Airport Revenue Bonds (Key West International Airport), Series 2022 (AMT) in the aggregate
principal amount of $ (the "2022 Bonds"). All capitalized undefined terms used herein in
connection with the 2022 Bonds shall have the meanings ascribed to them in the Resolution. Prior to the
award of the 2022 Bonds,the following information is hereby furnished to the County as of this day of
2022:
1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred
by the Underwriters in connection with the issuance of the 2022 Bonds:
2022 Bonds
1000 Amount
2. (a) The names, addresses and estimated amounts of compensation of any finders, as
defined in Section 218.386 Florida Statutes, connected with the issuance of the 2022 Bonds.
None
(b) Any other fee, bonus and other compensation estimated to be paid by the
Underwriters in connection with the issuance of the 2022 Bonds to any person not regularly employed or
retained by the Underwriters.
None
3. (a) The amount of the underwriting spread(the difference between the price at which
the 2022 Bonds will be initially offered to the public by the Underwriters and the price to be paid to the
County for the 2022 Bonds)expected to be realized by the Underwriters is$ which includes the
following:
1000 Amount
Underwriter's Expenses................................................................... $ $
Average Takedown..........................................................................
Total.............................................................................................
4. Truth-in-Bonding Statement. The proceeds from the sale of the 2022 Bonds will be used
to: (1) finance and refinance various costs of certain capital improvements to the Airport, as more
particularly described in the Preliminary Official Statement,(2)refinance an outstanding line of credit with
II-1
PNC Bank National Association, (3)fund the Reserve Account,and(4)pay the costs of issuance of the 2022
Bonds[,including,without limitation,the costs of any municipal bond insurance policy].
The 2022 Bonds are expected to be repaid over a period of years. At an all-in true interest
cost of %,total interest paid over the life of the 2022 Bonds will be$
The 2022 Bonds will be repaid from the Pledged Funds in the manner described in the Resolution.
Authorizing the 2022 Bonds will result in up to an average of$ annually of Net Revenues,not
being available to finance the other services of the County for years.
5. The name and address of the Underwriters connected with the 2022 Bonds are as follows:
BofA Securities,Inc.
101 East Kennedy Boulevard,2nd Floor
Tampa,Florida 33602
PNC Capital Markets LLC
201 North Franklin Street,Suite 1500
Tampa,Florida 33602
[Remainder of page intentionally left blank]
II-2
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on behalf of
the Underwriters.
BofA SECURITIES, INC., as Representative of the
Underwriters
By:
Name: Cory Czyzewski
Its: Managing Director
[Signature page to Disclosure Statement]
II-3
APPENDIX III
FORM OF CERTIFICATE[S] OF AIRPORT CONSULTANT
2022
Key West International Airport BofA Securities,Inc.
Monroe County,Florida 101 East Kennedy Boulevard,2nd Floor
1100 Simonton Street,Suite 205 Tampa,Florida 33602
Key West,FL 33040
MONROE COUNTY,FLORIDA
AIRPORT REVENUE BONDS
(KEY WEST INTERNATIONAL AIRPORT),SERIES 2022 (AMT)
Dear
We consent to the inclusion in the Preliminary Official Statement dated , 2022 (the
"Preliminary Official Statement") and in the Official Statement dated ,2022(together with any
supplements and amendments thereto,the"Official Statement")relating to the issuance by Monroe County,
Florida (the "County") of the above-captioned 2022 Bonds, of the Report of the Airport Consultant, dated
2022 (the "Report") which appears in Appendix C of the Preliminary Official Statement and
the Official Statement and to references to us and to the Report contained in the Preliminary Official
Statement and the Official Statement.
1. The Airport Consultant has been retained by the County to act as the independent consultant for the
County (the "Airport Consultant") and was retained by the County to prepare the Report. The
Airport Consultant was responsible for the compilation of certain financial and statistical
information and data relating to the Airport and relied upon in support of the analysis thereof
contained in the Report. The Report was prepared in accordance with generally accepted consulting
practices and the undersigned believes that the assumptions used in preparing the Report are
reasonable based on the information provided to the Airport Consultant by the County, financial
advisors,and others.
2. In connection with the preparation of the Report, personnel of the Airport Consultant have
participated in meetings and discussions with and,where applicable,have received information and
assumptions from representatives of the County, Bond Counsel, Disclosure Counsel, and the
Financial Advisor with respect to the issuance of the 2022 Bonds. Personnel of the Airport Consultant
have also: (i)reviewed the latest available financial statements and other financial information made
available by the County attributable the Airport as of the date of our Report; (ii) consulted with the
staff of the County responsible for financial, operation and other matters, and (iii)undertaken such
other procedures as are deemed necessary under the circumstances. Based on these procedures,
nothing has come to the attention of the Airport Consultant in connection with the preparation of the
Report which would cause us to believe that the Report, or any of the statements specifically
attributed to the Airport Consultant in the Preliminary Official Statement,as of its date,or the Official
Statement, as of its date or as of the date hereof, are inaccurate in any material respect.
3. We have reviewed the Preliminary Official Statement and the Official Statement and the information
in the Preliminary Official Statement and the Official Statement attributable to the Airport
Consultant, including but not limited to the information in the sections therein entitled "THE
COUNTY AND THE AIRPORT"and"LETTER OF THE AIRPORT CONSULTANT FOR THE SERIES
III-1
2021B BONDS AND REPORT OF THE AIRPORT CONSULTANT" and "APPENDIX C — REPORT
OF THE AIRPORT CONSULTANT"attached thereto does not contain as of their respective dates or,
with respect to the Official Statement, as of the date hereof, any untrue statement of a material fact
or omit or fail to state a material fact required to be stated therein or necessary to make the statements
therein,in light of the circumstances under which they were made,not misleading.
4. This Certificate is solely for the information of, and assistance to, the County,the Underwriters and
their respective counsel in conducting and documenting their investigation of the matters covered
by the Report in connection with the offering pursuant to the Official Statement for the 2022 Bonds,
and is not to be used, circulated, quoted or otherwise referred to for any other purpose, including,
but not limited to, the purchase or sale of securities, except that reference may be made to it in any
list of closing documents pertaining to such offering.
5. I am authorized to deliver this Certificate on behalf of the Airport Consultant.
[NEWTON&ASSOCIATES,INC.][RICONDO&
ASSOCIATES]
By:
Name:
Title:
III-1
APPENDIX IV
FORM OF CERTIFICATE OF REPRESENTATIVE REGARDING ISSUE PRICE
MONROE COUNTY,FLORIDA
AIRPORT REVENUE BONDS
(KEY WEST INTERNATIONAL AIRPORT),SERIES 2022 (AMT)
BofA Securities, Inc. ("BofA") for itself and as representative of the Underwriters (collectively, the
"Underwriting Group") for the 2022 Bonds identified above (collectively, the "Issue"), issued by Monroe
County, Florida (the "County"),based on its knowledge regarding the sale of the Issue, certifies as of this
date as follows:
Issue Price.
The Contract of Purchase as to the Issue was executed on ,2022,between the County
and BofA, as representative of the Underwriting Group.
[Select appropriate provisions below]
1. [Alternative 11-All Maturities Use General Rule: Sale of the Bonds. As of the date of this
certificate, for each Maturity of the Issue,the first price at which at least 10%of such Maturity of the
Issue was sold to the Public is the respective price listed in Schedule A.][Alternative 22 — Select
Maturities Use General Rule: Sale of the General Rule Maturities. As of the date of this certificate,
for each Maturity of the General Rule Maturities,the first price at which at least 10%of such Maturity
of the Issue was sold to the Public is the respective price listed in Schedule A.]
2. Initial Offering Price of the[Bonds][Hold-the-Offering-Price Maturities].
a) [Alternative 13 — All Maturities Use Hold-the-Offering-Price Rule: The Underwriting
Group offered the Issue to the Public for purchase at the respective 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.] [Alternative 24
—Select Maturities Use Hold-the-Offering-Price Rule:The Underwriting Group offered the Hold-the-
Offering-Price Maturities to the Public for purchase at the respective 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.]
1 If Alternative 1 is used, delete the remainder of paragraph 1 and all of paragraph 2 and renumber
paragraphs accordingly.
2 If Alternative 2 is used,delete Alternative 1 of paragraph 1 and use each Alternative 2 in paragraphs
2(a)and(b).
3 If Alternative 1 is used, delete all of paragraph 1 and renumber paragraphs accordingly.
4 Alternative 2(a) of paragraph 2 should be used in conjunction with Alternative 2 in paragraphs 1
and 2(b).
IV-1
b) [Alternative 1 — All Maturities use Hold-the-Offering-Price Rule: As set forth in the
Contract of Purchase, the members of the Underwriting Group have agreed in writing that, (i) for
each Maturity of the Issue,they would neither offer nor sell any of the unsold Issue 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. No member of the
Underwriting Group has offered or sold any Maturity of the unsold Issue at a price that is higher than
the respective Initial Offering Price for that Maturity of the Issue during the Holding Period.]
[Alternative 2 - Select Maturities Use Hold-the-Offering-Price Rule: As set forth in the Contract of
Purchase, the members of the Underwriting Group have agreed in writing that, (i)for each Maturity
of the Hold-the-Offering-Price Maturities,they would neither offer nor sell any of the unsold Issue 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. No member of
the Underwriting Group has offered or sold any unsold Issue of 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 Issue during the Holding Period.]
Definitions.
"General Rule Maturities" means those Maturities of the Bonds listed in Schedule A hereto as the
"General Rule Maturities."
"Hold-the-Offering-Price Maturities" means those Maturities of the Bonds listed in Schedule A
hereto as the "Hold-the-Offering-Price Maturities."
"Holding Period" means, with respect to a Hold-the-Offering-Price Maturity, the period starting
on the Sale Date and ending on the earlier of(i)the close of the fifth business day after the Sale Date,or(ii)
the date on which the Underwriters have 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.
"Initial Offering Price" means, with respect to each Maturity of the Issue, the respective price (or
yield)for that Maturity listed in the final Official Statement, dated ,2022,for the Issue.
"Maturity"means bonds of the Issue with the same credit and payment terms. Bonds of the Issue
with different maturity dates,or bonds of the Issue with the same maturity date but different stated interest
rates,are treated as separate Maturities.
"Public" means any person (including an individual, trust, estate, partnership, association,
company,or corporation) other than an Underwriter or a Related Party to an Underwriter.
IV-2
"Related Party" generally means(a)with respect to a corporation,an owner(directly or indirectly)
of more than fifty percent (50%) of the total combined voting power of all classes of stock of that
corporation, (b) with respect to a partnership or other unincorporated entity, an owner (directly or
indirectly)of more than fifty percent(50%)of the capital interests or profits interests of that unincorporated
entity, or (c) any two or more persons who have greater than fifty percent (50%) common ownership,
directly or indirectly.
"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 Issue is ,2022,the date of execution of the Contract
of Purchase.
"Underwriter" means (A) any person that agrees pursuant to a written contract with the County
(or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the
Issue 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 Issue to the Public (including a
member of a selling group or a party to a third-party distribution agreement participating in the initial sale
of the Issue to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents BofA's interpretation of any laws, including specifically Sections 103 and 148 of the
Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned
understands that the foregoing information will be relied upon by the County with respect to certain of the
representations set forth in the Tax Certificate and with respect to compliance with the federal income tax
rules affecting the Issue, and by of Nabors, Giblin& Nickerson, P.A., as bond counsel in connection with
rendering its opinion that the interest on the Issue is excluded from gross income for federal income tax
purposes,the preparation of Internal Revenue Service Form 8038-G,and other federal income tax advice it
may give to the County from time to time relating to the Issue. The representations set forth herein are not
necessarily based on personal knowledge and, in certain cases, the undersigned is relying on
representations made by the other members of the Underwriting Group.
Dated: ,2022
BofA SECURITIES INC.
By:
Name: Cory Czyzewski
Title: Managing Director
IV-3
Schedule A
SALE PRICES OF THE GENERAL RULE MATURITIES
Maturity Interest
(October 1) Amount Rate Yield Price
INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
Maturity Interest
(October 1) Amount Rate Yield Price
Schedule A-1
Schedule B
Supporting Documentation
Schedule B-1
APPENDIX VI
FORM OF THE OPINION OF THE [ASSISTANT] COUNTY ATTORNEY
2022
Nabors,Gilbin&Nickerson,P.A. BofA Securities, Inc.
Tampa,Florida Tampa,Florida
Re: Monroe County, Florida $ Airport Revenue Bonds (Key West
International Airport), Series 2022(AMT)
Ladies and Gentlemen:
I have acted as Counsel for Monroe County,Florida(the"County")in connection with the issuance
by the County of its$ Airport Revenue Bonds(Key West International Airport),Series 2022(AMT)
(the"2022 Bonds"),issued pursuant to Bond Resolution No. [_ ] adopted by the County Commission
on August 17,2022(the"Master Resolution"),as supplemented by Resolution No. [ ] adopted by the
County Commission on August 17, 2022 (the "Supplemental Resolution" and together with the Master
Resolution,the"Resolution").
The County has entered into the Signatory Agreement(the"Signatory Agreement")with Allegiant
Air,American Airlines,Inc.,Delta Air Lines,Inc.,JetBlue Airways,Silver Airways,and United Airlines Inc.
All terms used herein in capitalized form and not otherwise defined herein shall have the same meaning
as ascribed to them under the Resolution.
In rendering the opinions set forth below,I have examined and have relied upon such agreements,
certificates, documents and opinions, including certificates or representations of public officials and other
officers or representatives of the various parties participating in this transaction,as I have deemed relevant
and necessary. In my examination of the foregoing, I have assumed the genuineness of signatures on all
documents and instruments, the authenticity of the documents submitted as originals and the conformity
to originals of documents submitted as copies. I am rendering this opinion as a member of the Florida Bar.
Based upon and subject to the foregoing, and subject to the qualifications hereinafter expressed, I
am of the opinion that:
(i) The County is duly organized and validly existing under the Constitution and
laws of the State of Florida, and has full legal right, power and authority to adopt the Resolution,
which Resolution has been duly adopted by the County, and to execute, deliver and perform its
obligations under the Resolution, to authorize, issue and sell the 2022 Bonds and to operate,
maintain, collect and enforce the collection of Revenues and PFC Revenues as set forth in the
Resolution, to enter into and perform its obligations under the Contract of Purchase dated
111 2022, between BofA Securities, Inc., on behalf of itself and the other underwriter
described therein, and the County pertaining to the 2022 Bonds (the "Contract of Purchase") and
the Signatory Agreement, and to carry out and consummate all transactions required of it as
contemplated by the Contract of Purchase, the Continuing Disclosure Certificate dated
VI-1
2022 pertaining to the 2022 Bonds (the "Continuing Disclosure Certificate"), the
Official Statement relating to the 2022 Bonds dated , 2022 (together with any
supplements and amendments thereto, the"Official Statement"), and the Resolution.
(ii) The Resolution and the 2022 Bonds, have been duly approved, authorized,
executed and delivered by the County and are in full force and effect on the date hereof and are
valid and binding obligations of the County,enforceable in accordance with their terms(except to
the extent that the enforcement thereof may be limited by bankruptcy, reorganization,insolvency
or similar laws relating to or affecting the enforcement of creditors' rights generally, and to
moratorium laws from time to time in effect).
(iii) The County has full power and authority to issue the 2022 Bonds;the 2022 Bonds
have been duly and validly authorized and issued in accordance with the constitution and statutes
of the State of Florida, including, without limitation, the Act; the 2022 Bonds are legal, valid and
binding obligations of the County, enforceable in accordance with their terms and are entitled to
the benefits of the Resolution and the Act; and the 2022 Bonds have been duly sold in accordance
with all requirements of Florida law.
(iv) The Contract of Purchase,the Continuing Disclosure Certificate and the Signatory
Agreement have been duly authorized,executed and delivered and constitute the legal,valid and
binding obligations of the County enforceable in accordance with their respective terms(except to
the extent that the enforcement thereof may be limited by bankruptcy,reorganization,insolvency
or similar laws relating to or affecting the enforcement of creditors' rights generally, and to
moratorium laws from time to time in effect).
(v) The adoption of the Resolution, the execution and delivery of the Bonds, the
Contract of Purchase, the Continuing Disclosure Certificate and the Signatory Agreement
(collectively, the "County Documents") and the consummation of the transactions contemplated
thereby,and the compliance with the provisions thereof, will not conflict with or constitute on the
part of the County a breach of or a default under any existing(a)laws of the State of Florida or any
department,division,agency or instrumentality thereof or of the United States to which the County
is subject, or (b) court order, consent decree, agreement, resolution or instrument to which the
County is a party or may otherwise be subject or(c)Aviation laws,rules and regulations,including
regulations promulgated by the Federal Aviation Administration to which the County is subject,
which in each of (a), (b) and (c) such contravention, violation, breach or default would have a
material adverse effect on the County's ability to perform under the County Documents.
(vi) All approvals, consents and orders of any governmental authority,board, agency
or commission having jurisdiction which would constitute a condition precedent to the
performance by the County of its obligations under the Resolution, the 2022 Bonds, the Contract
of Purchase, the Continuing Disclosure Certificate and the Signatory Agreement have been
obtained.
(vii) There is no litigation or proceeding, pending or to my knowledge threatened, in
any way affecting the corporate existence of the County or the titles of the members of the County
or to their respective positions, or seeking to restrain or to enjoin the issuance, sale or delivery of
the 2022 Bonds, or the collection of Revenues of the County pledged or to be pledged to pay the
principal of and interest on the 2022 Bonds, or the pledge thereof or of any of the other Pledged
VI-2
Funds, or in any way contesting or affecting the validity or enforceability of the 2022 Bonds, the
Resolution,the Contract of Purchase,the Continuing Disclosure Certificate or any of the Signatory
Agreement, or contesting in any way the completeness or accuracy of the Preliminary Official
Statement dated as of , 2022 as of its date (except for permitted omissions
under Rule 15c2-12 of the Securities Exchange Act of 1934,as amended (the "Rule")) or the Official
Statement as of its date and as of the date hereof, or contesting the powers of the County or its
County with respect to the 2022 Bonds, the Resolution, the Contract of Purchase, the Continuing
Disclosure Certificate or any of the Signatory Agreement.
(viii) The statements contained in the Preliminary Official Statement as of its date
(except for permitted omissions under the Rule) and the Official Statement as of its date and as of
the date hereof with respect to the County and legal matters(except for(i)the financial and statistical
data contained therein, and (ii) the information concerning The Depository Trust Company and its
book-entry only system of registration of the 2022 Bonds,as to which no view is expressed)did not and
do not, as the case may be, contain any untrue statement of material fact and do not omit to state
any material fact necessary to make the statements therein,in the light of the circumstances under
which they were made,not misleading.
The foregoing opinions are subject to the effect of, and restrictions and limitations imposed by or
resulting from bankruptcy,insolvency,debt adjustment,moratorium,reorganization,receivership or other
similar laws affecting creditor's rights and judicial discretion and the valid exercise of the sovereign police
powers of the State of Florida and of the constitutional power of the United States of America. By use of
the word"enforceable"in this opinion,I am not rendering any opinion as to the availability of the remedy
of specific performance or other equitable relief.
I am an attorney admitted to practice in the States of Florida and, in rendering the opinions
expressed herein, I have not passed upon, or purported to pass upon, the laws of any jurisdiction other
than the State of Florida and the United States of America. No opinion is expressed as to the exclusion of
interest from gross income for Federal income tax purposes or the exemption of interest from state taxes.
My opinion is limited in all respects to the laws existing on the date hereof. By providing this
opinion to you,I do not undertake to advise you of any changes in the law which may occur after the date
hereof or the revise,update or modify this opinion subsequent to the date hereof.
Notwithstanding the foregoing,I do not pass upon the applicability of any approvals,consents and
orders as may be required under the Blue Sky or securities laws or legal investment laws of any state in
connection with the offering and sale of the 2022 Bonds.
I am furnishing this opinion to you solely for your benefit and no other person is entitled to rely
hereon without my prior consent. This opinion is not to be used,circulated quote or otherwise referred to
for any other purpose.
Sincerely,
Pedro J.Mercado, Esq.
Senior Assistant County Attorney
Monroe County,Florida
VI-3
EXHIBIT D
FORM OF PRELIMINARY OFFICIAL STATEMENT
PRELIMINARY OFFICIAL STATEMENT DATED AUGUST 2022
NEW ISSUE-BOOK-ENTRY ONLY RATINGS: See"RATINGS"herein
In the opinion of Bond Counsel,under existing statutes,regulations,rulings and court decisions,and subject
to the conditions described herein under "TAX MATTERS,"interest on the Series 2022 Bonds(as hereinafter defined)
is excluded from gross income of the holders of such Series 2022 Bonds for federal income tax purposes, except that
such exclusion shall not apply during any period such Series 2022 Bonds are held by a "substantial user" of the
facilities financed or refinanced with proceeds of the Series 2022 Bonds or a "related person" within the meaning of
Section 147(a) of the Internal Revenue Code of 1986, as amended, and such interest is an item of tax preference for
purposes of the federal alternative minimum tax. Such interest may be subject to other federal income tax
consequences referred to herein under "TAX MATTERS."
MONROE COUNTY,FLORIDA
AIRPORT REVENUE BONDS
(KEY WEST INTERNATIONAL AIRPORT),SERIES 2022 (AMT)
Dated:Date of Delivery Due: October 1
(as shown on the inside cover)
Monroe County, Florida (the "County") will be issuing its $ * Monroe County, Florida
Airport Revenue Bonds (Key West International Airport), Series 2022 (AMT) (the "Series 2022 Bonds") as
fully registered bonds and,when issued,will be registered in the name of Cede &Co.,as registered owner
and nominee of The Depository Trust Company,New York,New York("DTC"). DTC will act as securities
depository for the Series 2022 Bonds. Purchasers of the Series 2022 Bonds will not receive certificates
representing their interests in the Series 2022 Bonds purchased. Ownership by the beneficial owners of the
Series 2022 Bonds will be evidenced by book-entry only. Principal of,premium,if any, and interest on the
Series 2022 Bonds will be paid by The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, as
Registrar and Paying Agent,to DTC,which in turn will remit such principal,premium,if any,and interest
payments to its participants for subsequent disbursement to the beneficial owners of the Series 2022 Bonds.
As long as Cede&Co.is the registered owner as nominee of DTC,payments on the Series 2022 Bonds will
be made to such registered owner, and disbursal of such payments to beneficial owners will be the
responsibility of DTC and its participants. See"DESCRIPTION OF THE SERIES 2022 BONDS-Book-Entry
Only System"herein. Interest on the Series 2022 Bonds is payable on April 1 and October 1 of each year,
with the first interest payment date being April 1,2023.
The Series 2022 Bonds will be issued pursuant to the Constitution and laws of the State of Florida,
particularly Chapter 125, Part I, and Chapter 332, Florida Statutes, and other applicable provisions of law
(collectively, the "Act"), and Resolution No. _ duly adopted by the Board of County Commissioners
of the County (the "Board") on August 17, 2022, as supplemented by Resolution No. duly adopted
by the Board on August 17, 2022(collectively,the "Bond Resolution").
The proceeds received by the County from the sale of the Series 2022 Bonds, together with other
legally available funds, will be used to: (1) finance and refinance various costs of certain capital
improvements to the Airport, as more particularly described herein (see "THE SERIES 2022 PROJECT"
herein), (2) refinance all amounts outstanding,if any,under an existing line of credit, (3)fund the Reserve
Account, (4)pay capitalized interest and(5)pay the costs of issuance of the Series 2022 Bonds.
25009/006/02143124.DOCXv7
The payment of the principal of or Redemption Price, if applicable, and interest on the Bonds is
secured equally and ratably by a pledge of and lien upon the Pledged Funds. "Pledged Funds" is defined
in the Bond Resolution as(1)the Net Revenues, (2)Eligible PFC Revenues, (3) any Hedge Receipts,and(4)
until applied in accordance with the provisions of the Bond Resolution, all moneys,including investments
thereof, in the funds and accounts established thereunder, except(A) moneys in the PFC Account and the
PFC Capital Improvement Fund (but only to the extent not legally available to pay debt service on the
Bonds)and the Rebate Fund,(B)moneys in any fund or account to the extent such moneys shall be required
to pay the Operation and Maintenance Costs in accordance with the terms of the Bond Resolution,and(C)
moneys on deposit in a subaccount of the Reserve Account to the extent moneys on deposit therein shall
be pledged solely for the payment of the Series of Bonds for which it was established in accordance with
the provisions of the Bond Resolution. See"SECURITY FOR THE BONDS"herein. The Series 2022 Bonds
and any Additional Bonds hereafter issued under the Bond Resolution are collectively referred to
hereunder as the "Bonds."
The Series 2022 Bonds are subject to optional and mandatory sinking fund redemption as more
particularly described herein. See "DESCRIPTION OF THE SERIES 2022 BONDS—Redemption"herein.
THE SERIES 2022 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 PROVIDED IN THE BOND
RESOLUTION. NO HOLDER OF ANY SERIES 2022 BOND SHALL EVER HAVE THE RIGHT TO
COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2022
BOND OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2022 BOND FROM ANY MONEYS OF
THE COUNTY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER AND TO THE EXTENT
PROVIDED IN THE BOND RESOLUTION. THE SERIES 2022 BONDS AND THE OBLIGATIONS
EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON THE AIRPORT OR ANY OTHER
PROPERTY OF THE COUNTY, BUT SHALL CONSTITUTE A LIEN ONLY ON, AND SHALL BE
PAYABLE SOLELY FROM,THE PLEDGED FUNDS.
Based on market conditions in existence at the time of pricing,the County will determine whether
or not to purchase insurance on all, some or none of the Series 2022 Bonds. See "OPTIONAL BOND
INSURANCE"herein.
This cover page contains certain information for quick reference only. It is not a summary of the
transaction or the underlying transaction documents. Investors must read the entire Official Statement,
including the appendices,to obtain information essential to making an informed investment decision. See
"CERTAIN INVESTMENT CONSIDERATIONS" herein for a discussion of certain factors that should be
considered by prospective purchasers of the Series 2022 Bonds.
The Series 2022 Bonds are offered in book-entry form when, as and if issued and received, subject to the
approving legal opinion of Nabors, Giblin &Nickerson, P.A., Tampa, Florida, Bond Counsel, and certain other
conditions. Certain legal matters will be passed on for the County by Pedro I.Mercado Esq.,Senior Assistant County
Attorney. Certain legal matters will be passed on for the County by Bryant Miller Olive P.A., Tampa, Florida,
Disclosure Counsel. Certain legal matters will be passed on for the Underwriters by GrayRobinson, P.A., Tampa,
Florida, Counsel to the Underwriters. It is expected that the Series 2022 Bonds will be available for delivery through
the facilities of DTC on or about ,2022.
25009/006/02143124.DOCXv7
BofA Securities
PNC Capital Markets LLC
Dated ,2022
*Preliminary, subject to change.
25009/006/02143124.DOCXv7
MONROE COUNTY,FLORIDA
AIRPORT REVENUE BONDS
(KEY WEST INTERNATIONAL AIRPORT), SERIES 2022 (AMT)
MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES,YIELDS,PRICES
AND INITIAL CUSIP NUMBERS
$ * Serial Series 2022 Bonds
Maturity Principal Interest Initial CUSIP
(October 1)* Amount' Rate Yield Price Numbers"
%Term Series 2022 Bond due on October 1, Yield %--Price --Initial CUSIP Number
Preliminary, subject to change.
Neither the County nor the Underwriters are responsible for the use of CUSIP numbers,nor is any
representation made by the County or the Underwriters as to their correctness. The CUSIP
numbers provided herein are included solely for the convenience of the readers of this Official
Statement.
25009/006/02143124.DOCXv7
RED HERRING LANGUAGE:
This Preliminary Official Statement and the information contained herein are subject to completion or
amendment. Under no circumstances all this Preliminary Official Statement constitute an offer to sell or
the solicitation of an offer to buy,nor shall there be any sale of the Series 2022 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 omissions, within the contemplation of Rule 15c2-12 promulgated by
the Securities and Exchange Commission.
25009/006/02143124.DOCXv7
MONROE COUNTY,FLORIDA
The Historic Gato Cigar Factory
1100 Simonton Street
Key West, Florida 33040
MEMBERS OF THE BOARD OF COUNTY COMMISSIONERS
David Rice,Mayor
Craig Cates,Mayor Pro Tem
Michelle Coldiron,Commissioner
Holly Merrill Raschein,Commissioner
James K. Scholl, 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
Roman Gastesi
COUNTY ATTORNEY
Bob Shillinger, Esq.
BUDGET DIRECTOR
Tina Boan
SENIOR DIRECTOR OF AIRPORTS
Richard Strickland
AIRPORT CONSULTANT
Newton&Associates,Inc.
Charlotte,North Carolina
Ricondo&Associates,Inc.
Cincinnati,Ohio
BOND COUNSEL
Nabors,Giblin&Nickerson,P.A.
Tampa,Florida
FINANCIAL ADVISOR
Frasca&Associates,LLC
Orlando,Florida
DISCLOSURE COUNSEL
Bryant Miller Olive P.A.
Tampa,Florida
25009/006/02143124.DOCXv7
No dealer, broker, salesman or other person has been authorized by the County or the
Underwriters to give any information or to make any representations in connection with the offering of the
Series 2022 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 or the
Underwriters. 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 2022 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, The Depository Trust
Company ("DTC") and other sources that are believed to be reliable,but is not guaranteed as to accuracy
or completeness by,and is not to be construed as a representation by,the Underwriters. The Underwriters
listed on the cover page hereof have reviewed the information in this Official Statement in accordance with
and as part of their responsibilities to investors under the federal securities laws as applied to the facts and
circumstances of this transaction,but the Underwriters do 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.
The Underwriters have reviewed the information in this Official Statement in accordance with,and
as part of, their responsibilities to investors under the federal securities laws as applied to the facts and
circumstances of this transaction,but the Underwriters do not guarantee the accuracy or completeness of
such information.
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 2022 Bonds are qualified in their
entirety by reference to the form thereof included in the aforesaid documents and agreements.
NO REGISTRATION STATEMENT RELATING TO THE SERIES 2022 BONDS HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") 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 2022 BONDS HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE COMMISSION 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.
THIS OFFICIAL STATEMENT CONTAINS STATEMENTS WHICH, TO THE EXTENT THEY
ARE NOT RECITATIONS OF HISTORICAL FACT, CONSTITUTE "FORWARD-LOOKING
STATEMENTS."IN THIS RESPECT,THE WORDS"ESTIMATE," "PROJECT," "ANTICIPATE," "EXPECT,"
"INTENT," "BELIEVE" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-
LOOKING STATEMENTS. A NUMBER OF FACTORS AFFECTING THE COUNTY'S BUSINESS AND
FINANCIAL RESULTS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
STATED IN THE FORWARD-LOOKING STATEMENTS.
THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS IN
EITHER BOUND OR PRINTED FORMAT ("ORIGINAL BOUND FORMAT"), OR IN ELECTRONIC
25009/006/02143124.DOCXv7
FORMAT ON THE FOLLOWING WEBSITES: WWW.MUNIOS.COM AND WWW.EMMA.MRSB.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.
25009/006/02143124.DOCXv7
TABLE OF CONTENTS
Page
INTRODUCTION.......................................................................................................................................................1
General...................................................................................................................................................................1
Purpose...................................................................................................................................................................1
TheCounty and the Airport................................................................................................................................1
MarathonAirport..................................................................................................................................................1
Authorization........................................................................................................................................................2
Securityfor the Bonds..........................................................................................................................................2
Impactof COVID-19 on the Airport...................................................................................................................3
Environmental,Social, and Governance(ESG)Factors for the Series 2022 Project.....................................4
InvestmentConsiderations..................................................................................................................................4
Summaries .............................................................................................................................................................4
INTERIMINDEBTEDNESS......................................................................................................................................4
THE SERIES 2022 PROJECT AND PLAN OF FINANCE.....................................................................................5
General...................................................................................................................................................................5
Series 2022 Project Funding Sources ..................................................................................................................5
Planof Finance......................................................................................................................................................7
DESCRIPTION OF THE SERIES 2022 BONDS.......................................................................................................7
General...................................................................................................................................................................7
Redemption............................................................................................................................................................7
Book-Entry Only System......................................................................................................................................9
SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.......................................................................12
General.................................................................................................................................................................12
Definitions............................................................................................................................................................12
Fundsand Accounts...........................................................................................................................................14
ConstructionFund..............................................................................................................................................14
Disposition of Gross Revenues and Eligible PFC Revenues.........................................................................14
PFCCapital Improvement Fund.......................................................................................................................20
ReserveAccount..................................................................................................................................................20
RateCovenant.....................................................................................................................................................21
Issuanceof Additional Bonds............................................................................................................................21
No Mortgage or Sale of the Airport..................................................................................................................23
Enforcementof Collections................................................................................................................................24
NoCompeting Facilities.....................................................................................................................................24
Maintenanceof PFC Revenues..........................................................................................................................24
APPLICATION OF REVENUES.............................................................................................................................24
OPTIONALBOND INSURANCE..........................................................................................................................26
ESTIMATED SOURCES AND USES OF FUNDS ................................................................................................27
DEBTSERVICE SCHEDULE..................................................................................................................................28
THE COUNTY AND THE AIRPORT....................................................................................................................29
General.................................................................................................................................................................29
AirTrade Area.....................................................................................................................................................29
Managementand Administration....................................................................................................................30
Description of the Airport's Existing Facilities ...............................................................................................32
EnplanedPassengers at the Airport.................................................................................................................35
25009/006/02143124.DOCXv7
AirlinesServing the Airport..............................................................................................................................37
HistoricalLanded Weight..................................................................................................................................38
HistoricalAir Service..........................................................................................................................................38
HistoricalAircraft Operations...........................................................................................................................41
FinancialInformation.........................................................................................................................................41
ManagementDiscussion and Analysis............................................................................................................44
Capital Improvement Program and Funding Sources(Excluding the Series 2022 Project)......................45
Environmental,Social, and Governance(ESG)Factors for the Series 2022 Project...................................48
PassengerFacility Charges................................................................................................................................49
Federaland State Grants....................................................................................................................................51
Retirement Plan and Other Post-Employment Benefits................................................................................52
INFORMATION CONCERNING THE SIGNATORY AIRLINES.....................................................................53
General.................................................................................................................................................................53
SignatoryAgreement..........................................................................................................................................54
REPORT OF THE AIRPORT CONSULTANT......................................................................................................54
Scopeof the Report.............................................................................................................................................54
Summary of Financial Analysis and Assumptions........................................................................................55
COVID-19 Recovery...........................................................................................................................................57
Projected Net Revenues and Debt Service Coverage.....................................................................................59
Conclusions of the Airport Consultant............................................................................................................60
CERTAIN INVESTMENT CONSIDERATIONS..................................................................................................60
LimitedObligations............................................................................................................................................60
Factors Affecting Air Transportation Industry...............................................................................................60
AirlineEconomic Considerations.....................................................................................................................61
TheFederal Budget and Sequestration............................................................................................................63
PFCCollections...................................................................................................................................................63
FederalLegislation..............................................................................................................................................64
Airport Security Requirements.........................................................................................................................65
Cost and Schedule of Capital Improvements Program.................................................................................66
Growth of Transportation Network Companies............................................................................................66
Cyber-Security.....................................................................................................................................................66
ClimateChange...................................................................................................................................................67
Coronavirus (COVID-19)...................................................................................................................................67
Demand for Air Travel,Aviation Activity and Related Matters..................................................................70
Airport Capacity Considerations......................................................................................................................70
Assumptions in the Report of the Airport Consultant;Actual Results May Differ from Projections
andAssumptions ..........................................................................................................................................70
FINANCIALADVISOR...........................................................................................................................................71
FINANCIALSTATEMENTS...................................................................................................................................71
UNDERWRITING....................................................................................................................................................72
TAXMATTERS.........................................................................................................................................................72
General.................................................................................................................................................................72
InternalRevenue Code of 1986.........................................................................................................................73
CollateralTax Consequences.............................................................................................................................73
OtherTax Matters...............................................................................................................................................74
OriginalIssue Discount......................................................................................................................................74
OriginalIssue Premium.....................................................................................................................................74
CERTAINLEGAL MATTERS.................................................................................................................................75
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RATINGS...................................................................................................................................................................75
LITIGATION.............................................................................................................................................................76
EXPERTSAND CONSULTANTS..........................................................................................................................76
CONTINGENTFEES...............................................................................................................................................76
CONTINUINGDISCLOSURE................................................................................................................................76
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS...........................................................77
AUTHORIZATION OF OFFICIAL STATEMENT...............................................................................................78
APPENDIX A GENERAL INFORMATION REGARDING MONROE COUNTY,FLORIDA
APPENDIX B-1 AUDITED FINANCIAL STATEMENTS OF THE COUNTY FOR THE YEAR ENDED
SEPTEMBER 30,2021
APPENDIX B-2 KEY WEST INTERNATIONAL AIRPORT FINANCIAL STATEMENTS AS OF AND FOR
THE YEAR ENDED SEPTEMBER 30, 2021 AND REPORT OF THE INDEPENDENT
AUDITOR
APPENDIX C REPORT OF THE AIRPORT CONSULTANT
APPENDIX D FORM OF THE BOND RESOLUTION
APPENDIX E PROPOSED FORM OF BOND COUNSEL OPINION
APPENDIX F FORM OF CONTINUING DISCLOSURE CERTIFICATE
25009/006/02143124.DOCXv7
MONROE COUNTY,FLORIDA
AIRPORT REVENUE BONDS
(KEY WEST INTERNATIONAL AIRPORT),SERIES 2022 (AMT)
INTRODUCTION
General
This Official Statement, including the cover page and the Appendices, is provided to furnish
certain information regarding the Key West International Airport (the "Airport") in connection with the
issuance and sale by Monroe County,Florida(the"County"),of its$ 1*aggregate principal amount
of Airport Revenue Bonds (Key West International Airport), Series 2022 (AMT) (the "Series 2022 Bonds").
Certain capitalized terms used in this Official Statement, unless otherwise defined herein, are defined in
"FORM OF THE BOND RESOLUTION,"included as Appendix D attached hereto.
Purpose
The Series 2022 Bonds are being issued for the purpose of providing a portion of the funds
necessary to(1)finance and refinance various costs of certain capital improvements to the Airport,as more
particularly described herein (see "THE SERIES 2022 PROJECT" herein), (2) refinance all amounts
outstanding, if any, under an existing line of credit (as further described herein, the "Interim
Indebtedness"), (3)fund the Reserve Account, (4)pay capitalized interest and (5)pay the costs of issuance
of the Series 2022 Bonds.
The County and the Airport
The County was constitutionally formed in 1823. It is comprised primarily of the Florida Keys,
which are a string of coral islands extending in a southwesterly arc from Biscayne Bay to the Dry Tortugas.
The Florida Keys separate the Atlantic Ocean on the southeast from the Gulf of Mexico to the northwest,
and extend approximately 100 miles south from the United States mainland. The County seat, 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 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 Airport is a small-hub, commercial airport located within the city limits of Key West,Monroe
County, Florida and covers approximately 268 acres. Of this area, 87 acres are salt ponds and mangrove
vegetation. The remaining 181 acres are usable for the Airport.
See"THE COUNTY AND THE AIRPORT"herein for more information.
Marathon Airport
In addition to the Airport,the County owns and operates the Florida Keys Marathon International
Airport, a general aviation airport. See "THE COUNTY AND THE AIRPORT"herein. Revenues received
'Preliminary,subject to change.
25009/006/02143124.DOCXv7 1
by the County from the operation of Marathon Airport are not part of the Pledged Funds. Similarly, the
operating expenses of Marathon Airport are not part of the Airport's Operation and Maintenance Costs.
Authorization
The Series 2022 Bonds will be issued pursuant to the Constitution and laws of the State of Florida,
particularly Chapter 125, Part I, and Chapter 332, Florida Statutes, and other applicable provisions of law
(collectively, the "Act"), and Resolution No. duly adopted by the Board of County Commissioners
of the County (the "Board") on August 17, 2022, as amended and supplemented from time to time, and as
particularly supplemented by Resolution No. duly adopted by the Board on August 17, 2022
(collectively, the "Bond Resolution"). A form of the Bond Resolution is provided in Appendix D attached
hereto.
Security for the Bonds
The payment of the principal of or Redemption Price,if applicable,and interest on the Series 2022
Bonds is secured equally and ratably by a pledge of and lien upon (1) the Net Revenues, (2) Eligible PFC
Revenues, (3) any Hedge Receipts, and (4) until applied in accordance with the provisions of the Bond
Resolution, all moneys, including investments thereof, in the funds and accounts established thereunder,
except(A)moneys in the PFC Account and the PFC Capital Improvement Fund(but only to the extent not
legally available to pay debt service on the Series 2022 Bonds)and the Rebate Fund,(B)moneys in any fund
or account to the extent such moneys shall be required to pay the Operation and Maintenance Costs in
accordance with the terms of the Bond Resolution, and (C) moneys on deposit in a subaccount of the
Reserve Account to the extent moneys on deposit therein shall be pledged solely for the payment of the
Series of Bonds for which it was established in accordance with the provisions of the Bond Resolution. The
Series 2022 Bonds together with any Additional Bonds hereafter issued are referred to herein as the
"Bonds."
The Series 2022 Bonds are secured by the Reserve Account in an amount equal to the Reserve
Account Requirement for the Series 2022 Bonds (each as further defined and described herein). See
"SECURITY AND SOURCES OF PAYMENT FOR THE BONDS-Reserve Account"herein.
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 PROVIDED 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. THE BONDS AND THE OBLIGATIONS EVIDENCED THEREBY SHALL NOT
CONSTITUTE A LIEN UPON THE AIRPORT OR ANY OTHER PROPERTY OF THE COUNTY,BUT
SHALL CONSTITUTE A LIEN ONLY ON, AND SHALL BE PAYABLE SOLELY FROM, THE
PLEDGED FUNDS.
25009/006/02143124.DOCXv7 2
Impact of COVID-19 on the Airport
The worldwide outbreak of novel coronavirus SARS-CoV-2 (together with all variants thereof
"CO V ID-19")has caused significant disruption to domestic and international air travel,including passenger
operations, and has had significant negative and adverse effects on the economies of the nation and the
world. The effects of COVID-19 and actions taken to halt its spread had a significant adverse effect on the
revenues,the financial condition and the operations of the Airport.
The impact to air travel began in East Asia in December 2019 and rapidly accelerated to other
regions of the world in March and April 2020. Airlines responded by reducing capacity across their
networks due to decreased demand, travel restrictions, and border closures. By May 2020, which
represented the low point in terms of passenger airline capacity offered, scheduled departing seats
decreased to 24.0%of May 2019 capacity for all U.S.airports and 27.5%of May 2019 capacity at the Airport.
Airline capacity started to recover in June 2020 nationwide and at the Airport.
As presented in the table below,enplaned passenger activity declined sharply beginning in March
2020, reaching a low in April and May 2020. However, enplaned passenger activity recovered to pre-
COVID-19 levels at the Airport by February 2021. For Fiscal Year 2021,enplanements were 139%of Fiscal
Year 2019 levels. This higher level of activity has continued through the first nine months of Fiscal Year
2022.Fiscal year-to-date,enplanements were 24.7%above the prior year and 56.3%above Fiscal Year 2019
for the first nine months,respectively.
Fiscal Year to Date Enplaned Passenger Recovery
(Fiscal Years Ended September 30)
Fiscal Year Fiscal Year Fiscal Year Fiscal Year
Month 2019 2020 2020 vs.2019 2021 2021 vs.2019 2022 2022 vs.2019
October 31,148 33,034 106% 28,709 92% 53,525 172%
November 32,855 37,836 115 31,844 97 60,901 185
December 39,463 43,701 111 36,818 93 67,332 171
January 46,450 56,694 122 44,312 95 67,826 146
February 44,968 56,381 125 47,057 105 64,290 143
March 56,129 38,826 69 67,097 120 78,310 140
April 45,442 1,219 3 68,489 151 71,766 158
May 41,282 2,506 6 72,160 175 66,802 162
June 38,347 13,946 36 74,928 195 57,095 149
July 38,163 21,442 56 73,950 194 N/A N/A
August 32,571 16,108 49 63,689 196 N/A N/A
September 28,216 18,614 66 50,268 178 N/A N/A
Total 475,034 340,307 72% 659,321 139% N/A N/A
Source: Monroe County,Florida.
The recovery and increase in activity at the Airport has been driven in part by factors that are
specific to the Airport and the COVID-19 pandemic:
• Leisure destinations like Key West,with an abundance of outdoor activities where visitors
can remain socially distanced, were popular with leisure travelers during the COVID-19
pandemic.
25009/006/02143124.DOCXv7 3
• International travel restrictions and quarantine requirements suppressed demand for
travel to competing international leisure destinations.
• With the broader downturn in demand for air travel, airlines had more aircraft and crew
availability to add service to destinations like Key West where there is strong demand for
leisure travel.
See"CERTAIN INVESTMENT CONSIDERATIONS"herein for more information about COVID-19
and its impact on the Airport and the County.
Environmental,Social,and Governance (ESG) Factors for the Series 2022 Project
The Series 2022 Project is designed to provide a highly efficient, economically prosperous,
environmentally responsible,healthy,and safe facility. The design considers energy efficiency,energy use
reduction; potable water use reduction, demolition and construction waste reduction, operational waste
reduction with increased recycling, increased interior environmental air quality through selection of
durable, low maintenance, low/no volatile organic compound materials, increased daylighting, glare
reduction, and efficient building systems management. These considerations make the building more
energy efficient, reduce operational water consumption, while improving indoor environmental quality,
occupant comfort,and building operations leading to a reduction of net operational and embodied carbon,
CO2 emissions and pollutants. See "THE COUNTY AND THE AIRPORT — Environmental Social
Governances"herein for more information.
Investment Considerations
The purchase and ownership of the Series 2022 Bonds involve investment risks. Prospective
purchasers of the Series 2022 Bonds should read this Official Statement in its entirety. For a discussion of
certain risks relating to the Series 2022 Bonds,see"CERTAIN INVESTMENT CONSIDERATIONS"herein.
Summaries
This Official Statement contains summaries of the Bond Resolution, the hereinafter defined Use
Agreements and the terms of and security for the Bonds, together with descriptions of the Airport and its
operations. All references herein to agreements and documents are qualified in their entirety by references
to the definitive forms of each such agreement or document. All references to the Series 2022 Bonds are
further qualified by references to the information with respect to them contained in the Bond Resolution.
See"APPENDIX D—FORM OF THE BOND RESOLUTION" attached hereto.
INTERIM INDEBTEDNESS
The County previously issued the Interim Indebtedness,entering into a Line of Credit Agreement
with PNC Bank, National Association ("PNC") on July 1, 2021 for up to$10,000,000 to fund, on an interim
basis,portions of the Series 2022 Project. The Interim Indebtedness is currently outstanding in the principal
amount of$ . The County has determined,through the issuance of the Series 2022 Bonds and/or
other available funds, to refinance all amounts outstanding, if any, under the Interim Indebtedness.
Provision for payment will be accomplished through the issuance of the Series 2022 Bonds or the use of a
portion in full of the proceeds thereof and other available funds. The Interim Indebtedness is expected to
be prepaid prior to its maturity, on or before the closing date of the Series 2022 Bonds ( ,2022)
25009/006/02143124.DOCXv7 4
at a repayment price of 100%of the principal amount thereof,plus accrued interest to the redemption date.
At that time,the Line of Credit Agreement with PNC Bank will be terminated.
THE SERIES 2022 PROJECT AND PLAN OF FINANCE
General
The "Series 2022 Project" includes, but is not limited to, the development, construction and
equipping of a new second-level concourse of approximately 48,805 square feet("Concourse A")consisting
of:(1)seven gates all fitted with passenger boarding bridges,hold-room areas,passenger circulation space,
concession areas,restrooms,a nursing room,a pet relief area,building support areas,including mechanical
rooms, IT/Communication rooms, an electrical room, elevator, storage,janitors closet and stair areas, and
(2) a ground (apron) level below Concourse A to support a new baggage make-up area and devices, tug
lanes,airline ramp space,ramp equipment storage and circulation space. The construction manager of the
Series 2022 Project has agreed to a guaranteed maximum price which includes: an escalation of 4%, Series
2022 Project contingency of 4% and cost overruns being the responsibility of general contractor (with the
exception of pre-existing conditions). Construction of the Series 2022 Project is not expected to have any
material adverse impacts on Airport operations.
Series 2022 Project Funding Sources
The total estimated project cost of the Series 2022 Project is approximately $113.4 million, the
funding of which includes approximately $2.8 million of AIP grant funds, $39.8 million of FDOT grant
funds,$11.4 million comprising a combination of CARES, American Rescue Plan("ARP) and Coronavirus
Response and Relief Supplemental Appropriations Act("CRRSA") grant funds, an estimated$14.8 million
of Bipartisan Infrastructure Law ("BIL") grant funds, $10 million of an Airport Improvement Program
("AIP") grant anticipation note, $2.7 million of PFC PAYGO funds, and $31.9 million of 2022 Bonds
proceeds.
[Remainder of page intentionally left blank]
25009/006/02143124.DOCXv7 5
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See"THE COUNTY AND THE AIRPORT—Capital Improvement Program and Funding Sources"
herein for more information about additional capital improvements projects anticipated at the Airport
during the Forecast Period (as hereinafter defined) and their funding sources.
Plan of Finance
The County plans to enter into a line of credit with PNC(the"2022 Line of Credit")which will serve
as interim indebtedness for financing a portion of the costs of the Series 2022 Project. The 2022 Line of
Credit will bear interest at a variable rate and will be secured by certain AIP Entitlement Grants, BIL
Entitlement Grants and any BIL Discretionary Grants, all received in the Fiscal Years 2026 through 2028,
and a subordinate lien on the Net Revenues and Eligible PFC Revenues. It is anticipated the 2022 Line of
Credit will close simultaneously with the Series 2022 Bonds.
DESCRIPTION OF THE SERIES 2022 BONDS
General
The Series 2022 Bonds will mature on October 1 of the years and in the amounts shown on the
inside cover page hereof. The Series 2022 Bonds will be initially dated as of their date of delivery and will
bear fixed rates of interest until their final maturity or earlier redemption, payable on April 1, 2023 and
semiannually after that date on October 1 and April 1 in each year, at the rates per annum set forth on the
inside cover page hereof. The Bank of New York Mellon Trust Company,N.A.,Dallas,Texas,will serve as
Registrar and Paying Agent pursuant to the terms of the Bond Resolution.
The Series 2022 Bonds will be issued only as fully registered bonds in denominations of$5,000 or
any integral multiples thereof. The Series 2022 Bonds will be initially registered through a book-entry only
system operated by The Depository Trust Company,New York,New York("DTC"). Details of payment of
the Series 2022 Bonds and the book-entry system are described below under the subcaption "Book-Entry
Only System." Except as described under the subcaption "Book-Entry Only System" below, beneficial
owners of the Series 2022 Bonds will not receive or have the right to receive physical delivery of Series 2022
Bonds, and will not be or be considered under the Bond Resolution to be the registered owners thereof.
Accordingly,beneficial owners must rely upon(1) the procedures of DTC and,if such beneficial owner is
not a Participant (as defined herein), the Participant who will act on behalf of such beneficial owner to
receive notices and payments of principal of and interest on the Series 2022 Bonds, and to exercise voting
rights,and(2)the records of DTC and,if such beneficial owner is not a Participant, such beneficial owner's
Participant, to evidence its beneficial ownership of the Series 2022 Bonds. So long as DTC or its nominee
is the registered owner of the Series 2022 Bonds,references herein to Series 2022 Bondholders or registered
owners of such Series 2022 Bonds shall mean DTC or its nominee and shall not mean the beneficial owners
of such Series 2022 Bonds.
Redemption
Optional Redemption. The Series 2022 Bonds maturing on or prior to October 1, are not
subject to optional redemption prior to their respective maturities. The Series 2022 Bonds maturing on and
after October 1, may be redeemed prior to their respective maturities, at the option of the County,
either in whole or in part,from any monies that may be available for such purpose,on any date on or after
25009/006/02143124.DOCXv7 7
October 1, , at a redemption price equal to 100%of the principal amount of the Series 2022 Bonds to
be redeemed,plus accrued interest to the redemption date,without premium.
Mandatory Redemption. The Series 2022 Bonds maturing on October 1, are subject to
mandatory redemption at the redemption price of par plus accrued interest on the dates and in the amounts
of the Sinking Fund Installments set forth below:
Date Sinking Fund
(October 1) Installments
'Maturity
Notice of Redemption. Notice of such redemption shall specify the Series 2022 Bond or Series 2022
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 Agents of such Series 2022 Bonds,
and (B) shall be mailed first class, postage prepaid, at least 20 days nor more than 45 days prior to the
redemption date to all Holders of Series 2022 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 such
notice to the Holders of the Series 2022 Bonds to be redeemed, or any defect therein, shall not affect the
proceedings for redemption of Series 2022 Bonds as to which no such failure or defect has occurred. Failure
of any Holder to receive any notice mailed as herein provided shall not affect the proceedings for
redemption of such Holder's Series 2022 Bonds.
The County may provide that a notice of redemption may be contingent upon the occurrence of
certain condition(s)and that if such condition(s)do not occur,the notice will be rescinded;provided notice
of rescission shall be mailed in the manner described above to all affected Bondholders as soon as
practicable.
Selection of Series 2022 Bonds to be Redeemed. The Series 2022 Bonds shall be redeemed only in
authorized denominations each and integral multiples thereof. The County shall, at least 25 days prior to
the redemption date(unless a shorter time period shall be satisfactory to the Registrar),notify the Registrar
of such redemption date and of the principal amount of Bonds to be redeemed. For purposes of any
redemption of less than all of the Outstanding Bonds of a single maturity,the particular Series 2022 Bonds
or portions of Series 2022 Bonds to be redeemed shall be selected not more than 45 days and not less than
20 days prior to the redemption date by the Registrar from the Outstanding Series 2022 Bonds of the
maturity or maturities designated by the County by such method as the Registrar shall deem fair and
appropriate and which may provide for the selection for redemption of Series 2022 Bonds or portions of
Bonds in principal amounts of$5,000 and integral multiples thereof. If less than all of a Term Bond is to be
redeemed the aggregate principal amount to be redeemed shall be allocated to the Sinking Fund
Installments on a pro-rata basis unless the County,in its discretion, designates a different allocation.
If less than all of the Outstanding Series 2022 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 Bonds) in writing of the Series 2022 Bonds or portions of Series 2022 Bonds selected for redemption
and,in the case of any Series 2022 Bond selected for partial redemption,the principal amount thereof to be
redeemed.
25009/006/02143124.DOCXv7 8
Redemption of Portions of Series 2022 Bonds. Any Series 2022 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 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 2022 Bond,without service charge, a new Series 2022
Bond or Series 2022 Bonds, 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 2022
Bonds so surrendered.
Purchase in Lieu of Optional Redemption. Notwithstanding anything in the Bond Resolution to
the contrary, at any time the Series 2022 Bonds are subject to optional redemption pursuant to the Bond
Resolution,all or a portion of the Series 2022 Bonds to be redeemed as specified in the notice of redemption,
may be purchased by the Paying Agent,as trustee,at the direction of the County,on the date which would
be the redemption date if such Series 2022 Bonds were redeemed rather than purchased in lieu thereof at a
purchase price equal to the redemption price which would have been applicable to such Series 2022 Bonds
on the redemption date for the account of and at the direction of the County who shall give the Paying
Agent,as trustee,notice at least 10 days prior to the scheduled redemption date accompanied by an opinion
of Bond Counsel to the effect that such purchase will not adversely affect the exclusion from gross income
for federal income tax purposes of interest on such Series 2022 Bonds or any other Outstanding Bonds. In
the event the Paying Agent, as trustee, is so directed to purchase Series 2022 Bonds in lieu of optional
redemption,no notice to the holders of the Series 2022 Bonds to be so purchased (other than the notice of
redemption otherwise required under the Bond Resolution) shall be required, and the Paying Agent, as
trustee, shall be authorized to apply to such purchase the funds which would have been used to pay the
redemption price for such Series 2022 Bonds if such Series 2022 Bonds had been redeemed rather than
purchased. Each Series 2022 Bond so purchased shall not be canceled or discharged and shall be registered
in the name of the County. Series 2022 Bonds to be purchased under the Bond Resolution in the manner
set forth above which are not delivered to the Paying Agent, as trustee, on the purchase date shall be
deemed to have been so purchased and not optionally redeemed on the purchase date and shall cease to
accrue interest as to the former holder thereof on the purchase date.
Book-Entry Only System
THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK-ENTRY ONLY
SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE COUNTY AND UNDERWRITERS
BELIEVE TO BE RELIABLE. THE COUNTY AND UNDERWRITERS TAKE NO RESPONSIBILITY FOR
THE ACCURACY THEREOF.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2022 BONDS, AS
NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2022
BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2022 BONDS SHALL MEAN CEDE&CO.
AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2022 BONDS. THE DESCRIPTION
WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL
OWNERSHIP INTERESTS IN THE SERIES 2022 BONDS, PAYMENT OF INTEREST AND PRINCIPAL
ON THE SERIES 2022 BONDS TO DTC PARTICIPANTS(AS HEREINAFTER DEFINED)OR BENEFICIAL
OWNERS OF THE SERIES 2022 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL
OWNERSHIP INTERESTS IN THE SERIES 2022 BONDS, AND OTHER RELATED TRANSACTIONS BY
AND BETWEEN DTC,THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2022
BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY,THE COUNTY
25009/006/02143124.DOCXv7 9
AND UNDERWRITERS NEITHER MAKES NOR CAN MAKE ANY REPRESENTATIONS
CONCERNING THESE MATTERS.
DTC will act as securities depository for the Series 2022 Bonds. The Series 2022 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
2022 Bond certificate will be issued for each maturity of the Series 2022 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 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 2022 Bonds under the DTC system must be made by or through Direct
Participants,which will receive a credit for the Series 2022 Bonds on DTC's records. The ownership interest
of each actual purchaser of each Series 2022 Bondholder ("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 2022 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 2022 Bonds,except in the event that use of
the book-entry system for the Series 2022 Bonds is discontinued.
To facilitate subsequent transfers,all Series 2022 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 2022 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 2022 Bonds;
25009/006/02143124.DOCXv7 10
DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2022 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 2022 Bonds may wish to
take certain steps to augment the transmission to them of notices of significant events with respect to the
Series 2022 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security
documents. For example, Beneficial Owners of Series 2022 Bonds may wish to ascertain that the nominee
holding the Series 2022 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 2022 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 2022 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 after the record
date. The Omnibus Proxy assigns Cede&Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Series 2022 Bonds are credited on the record date (identified in a listing attached to the
Omnibus Proxy).
Redemption proceeds and distributions on the Series 2022 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 2022 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 2022 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 depository)upon compliance with any applicable DTC rules and procedures. In that event,
Series 2022 Bond certificates will be printed and delivered to DTC.
25009/006/02143124.DOCXv7 11
SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
General
The payment of the principal of or Redemption Price, if applicable, and interest on the Bonds is
secured equally and ratably by a pledge of and lien upon the Pledged Funds. "Pledged Funds" is defined
in the Bond Resolution as(1)the Net Revenues, (2)Eligible PFC Revenues, (3) any Hedge Receipts,and(4)
until applied in accordance with the provisions of the Bond Resolution,all moneys,including investments
thereof, in the funds and accounts established thereunder, except(A) moneys in the PFC Account and the
PFC Capital Improvement Fund (but only to the extent not legally available to pay debt service on the
Bonds)and the Rebate Fund,(B)moneys in any fund or account to the extent such moneys shall be required
to pay the Operation and Maintenance Costs in accordance with the terms of the Bond Resolution,and(C)
moneys on deposit in a subaccount of the Reserve Account to the extent moneys on deposit therein shall
be pledged solely for the payment of the Series of Bonds for which it was established in accordance with
the provisions of the Bond Resolution.
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 PROVIDED 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. THE BONDS AND THE OBLIGATIONS EVIDENCED THEREBY SHALL NOT
CONSTITUTE A LIEN UPON THE AIRPORT OR ANY OTHER PROPERTY OF THE COUNTY,BUT
SHALL CONSTITUTE A LIEN ONLY ON, AND SHALL BE PAYABLE SOLELY FROM, THE
PLEDGED FUNDS.
Definitions
"Net Revenues" is defined in the Bond Resolution as Gross Revenues less Operation and
Maintenance Costs.
"Gross Revenues"or"Revenues"are defined in the Bond Resolution for any period all moneys paid
or accrued for the use of and for services and facilities furnished by, or in connection with the ownership
or operation of,the Airport, or any part thereof or the leasing or use thereof calculated in accordance with
generally accepted accounting principles applicable to publicly owned airports similar to the Airport,
including,but not limited to(1)rentals, (2)concession fees, (3)use charges,(4)landing fees, (5)license and
permit fees, (6) service fees and charges, (7) moneys from the sale of fuel, and or other merchandise, and
(8)Investment Earnings;provided,however, that Gross Revenues shall not include (A) proceeds received
from the sale of Bonds, Subordinated Indebtedness or Special Purpose Facilities Bonds, (B)proceeds from
the sale or taking by eminent domain of any part of the Airport, (C) gifts or Government Grants, (D) ad
valorem tax revenues, (E) any insurance proceeds received by the County(other than insurance proceeds
paid as compensation for business interruption),(F)amounts received which are required to be paid to any
other governmental body, including,but not limited to taxes and impact fees, (G)PFC Revenues, and (H)
any noise abatement charges received for disbursement to others.
25009/006/02143124.DOCXv7 12
"Operation and Maintenance Costs"is defined in the Bond Resolution as any and all costs incurred
by the County in operating, maintaining and administering the Airport, including,but not limited to, the
general administrative and legal costs of the County related to operation, maintenance, management,
security and development of the Airport; costs associated with equipment, vehicles, supplies, materials,
services and support for the operation, maintenance, management, security and development of the
Airport; any costs of litigation or a legal judgment against the County; all costs incurred in planning or
applying for, obtaining, maintaining and defending permits; accounting, legal and engineering expenses;
ordinary and current rentals of equipment or other property; refunds of moneys lawfully due to others;
payments to pension, retirement, health and hospitalization funds; payments in lieu of taxes or franchise
fees or impact fees;and fees for management of the Airport or any portion thereof,all to the extent properly
attributable to the Airport in accordance with generally accepted accounting principles applicable to
publicly owned airports similar to the Airport; but does not include any costs or expenses in respect of
original construction or improvement other than expenditures necessary to prevent an interruption or
continuance of an interruption of service or of Gross Revenues or minor capital expenditures necessary for
the proper and economical operation or maintenance of the Airport, or any accruals required to be
recognized with respect to pension, retirement, health and hospitalization funds that do not require or
result in the expenditure of cash, or any provision for interest, depreciation, amortization or similar
charges, or any loss resulting from the valuation of investment securities, Hedge Agreements at market
value and any other loss that does not require or result in the expenditure of cash.
"PFC Revenues" is defined in the Bond Resolution as all revenues received by the County from
time to time from the Passenger Facility Charges imposed by the County at the Airport pursuant to the
PFC Act,PFC Regulations and PFC Authority,including any investment income with respect thereto, and
including proceeds thereof and gains from sales of investments after such revenues have been remitted to
the County as provided in the PFC Regulations.
"Passenger Facility Charges" or"PFCs" is defined in the Bond Resolution as the passenger facility
charges relating to the Airport authorized to be charged by the County from time to time under the PFC
Act and the PFC Regulations.
"Eligible PFC Revenues"is defined in the Bond Resolution as PFC Revenues which shall be legally
available to pay the principal of and interest on the Bonds in accordance with the PFC Act, the PFC
Regulations and PFC Authority. The County may identify Eligible PFC Revenues with respect to any
particular Series of Bonds in a Supplemental Resolution.
"PFC Act"is defined in the Bond Resolution as the Aviation Safety and Capacity Expansion Act of
1990 (now codified as 49 U.S.§40117), as amended or replaced from time to time.
"PFC Authority" is defined in the Bond Resolution as the FAA's Records of Decision, as the same
may be amended from time to time, issued by the FAA relating to Passenger Facility Charges imposed or
to be imposed by the Issuer at the Airport.
"PFC Regulations"is defined in the Bond Resolution as Part 158 of the Federal Aviation Regulations
(14 C.F.R. Part 158), as amended from time to time, and any other regulation(s) issued with respect to the
PFC Act.
25009/006/02143124.DOCXv7 13
Funds and Accounts
The Bond Resolution establishes various Funds and Accounts, including the following:
(1) The Revenue Fund,which includes the Revenue Account and the PFC Account.
(2) The Operation and Maintenance Fund, which includes the Operation and Maintenance
Payment Account and Operation and Maintenance Reserve Account.
(3) The Sinking Fund, which includes an Interest Account, a Principal Account, a Reserve
Account and a Term Bonds Redemption Account.
(4) The Surplus Fund.
(5) The PFC Capital Improvement Fund.
(6) The Rebate Fund.
Construction Fund
The Bond Resolution established a special fund called "Monroe County, Florida Key West
International Airport Construction Fund." A separate account shall be established in the Construction
Fund for each Series of Bonds. Proceeds of the Series 2022 Bonds to be used to pay Costs of the Series 2022
Project shall be deposited into the Series 2022 Bonds Account in the Construction Fund and used solely for
the purpose of paying Costs of the Series 2022 Project as provided in the Bond Resolution.
Disposition of Gross Revenues and Eligible PFC Revenues
(A) Revenue Fund.Into the Revenue Account,the County shall deposit promptly,as received,
all Gross Revenues. Into the PFC Account, the County shall deposit promptly, as received, all PFC
Revenues.
(B) Operation and Maintenance Payment Account. Moneys in the Revenue Account shall first
be used each month to deposit in the Operation and Maintenance Payment Account such sums as are
necessary to pay Operation and Maintenance Costs for the ensuing month; provided the County may
transfer moneys from the Revenue Account or the Airport Surplus Fund or the Operation and Maintenance
Reserve Account to the Operation and Maintenance Payment Account at any time to pay Operation and
Maintenance Costs to the extent there is a deficiency in the Operation and Maintenance Payment Account
for such purpose. Amounts in the Operation and Maintenance Payment Account shall be paid out from
time to time by the County for Operation and Maintenance Costs.
(C) PFC Account. Moneys in the PFC Account shall be applied on or before the 25th day of
each month in the following order of priority:
(1) Sinkinq Fund. The County shall deposit or credit to the Interest Account, the
Principal Account and the Term Bonds Redemption Account such amounts as it shall determine
pursuant to its Annual Budget and which are Eligible PFC Revenues.
25009/006/02143124.DOCXv7 14
(2) PFC Capital Improvement Fund. The remainder of moneys in the PFC Account shall
be deposited into the PFC Capital Improvement Fund and shall be utilized in accordance with the
terms of the Bond Resolution.
(D) Subsequent to the payment described in (B) above, moneys on deposit in the Revenue
Account shall be applied by the County on or before the 25th day of each month in the following order of
priority:
(1) Interest Account. The County shall deposit or credit to the Interest Account the
sum which, together with the balance in said Account including any moneys transferred from the
PFC Account to the Interest Account, shall equal the interest on all Bonds Outstanding(except as
to Capital Appreciation Bonds) accrued and unpaid and to accrue to the end of the then current
calendar month. All Hedge Receipts and Federal Subsidy Payments shall be deposited directly to
the Interest Account upon receipt. With respect to interest on Bonds which are subject to a
Qualified Hedge Agreement, interest on such Bonds during the term of the Qualified Hedge
Agreement shall be deemed to include the corresponding Hedge Payments. Moneys in the Interest
Account shall be applied by the County (a)for deposit with the Paying Agents to pay the interest
on the Bonds on or prior to the date the same shall become due and(b)for Hedge Payments. Any
Federal Subsidy Payments deposited to the Interest Account shall be deemed to have been applied
to the payment of interest on the Federal Subsidy Bonds to which such Federal Subsidy Payments
relate. 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. With respect to debt service
on any Bonds which are subject to a Qualified Hedge Agreement,any Hedge Payments due to the
Qualified Hedge Agreement Counterparty relating to such Bonds shall be paid to the Qualified
Hedge Agreement Counterparty on a parity basis with the aforesaid required payments into the
Sinking Fund. In computing the interest on Variable Rate Bonds which shall accrue during a
calendar month, the interest rate on such Variable Rate Bonds shall be assumed to be (A) if such
Variable Rate Bonds have been Outstanding for at least 24 months prior to the commencement of
such calendar month, the highest interest rate borne by such Variable Rate Bonds during any 30-
day period during such preceding 24 months, and (B) if such Variable Rate Bonds have not been
Outstanding for at least 24 months prior to the date of calculation,the Bond Buyer Revenue Bond
Index most recently published prior to the commencement of such calendar month.
(2) Principal Account. Commencing no later than the month which is one year prior to
the first principal due date,the County shall next deposit into the Principal Account the sum which,
together with the balance in said Account,including any moneys transferred from the PFC Account
to the Principal Account, shall equal the principal amounts on all Bonds Outstanding 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 12 equivalent calendar months having 30 days each) except for
the Sinking Fund Installments to be deposited pursuant to(D)(3)below,in equal amounts from the
next preceding principal payment due date, or, if there be 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 Agents to pay the principal of
the Bonds on or prior to the date the same shall mature, and for no other purpose. Serial Capital
25009/006/02143124.DOCXv7 15
Appreciation Bonds shall be payable from the Principal Account in the years in which such Bonds
mature and monthly payments into the Principal Account on account of such Bonds shall
commence in the twelfth month immediately preceding the maturity date of such Bonds. 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 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) Term Bonds Redemption Account. Commencing in the month which is one year prior
to the first Sinking Fund Installment due date, there shall be deposited to the Term Bonds
Redemption Account the sum which, together with the balance in such Account including any
moneys transferred from the PFC Account to the Term Bonds Redemption Account, shall equal
the Sinking Fund Installments on all Bonds Outstanding due and unpaid and that portion of the
Sinking Fund Installments of all Bonds Outstanding next due which would have accrued on such
Bonds during the then current calendar month if such Sinking Fund Installments were deemed to
accrue monthly (assuming that a year consists of 12 equivalent calendar months having 30 days
each) in equal amounts from the next preceding Sinking Fund Installment due date, or,if there is
no such preceding Sinking Fund Installment due date,from a date one year preceding the due date
of such Sinking Fund Installment. Moneys in the Term Bonds Redemption Account shall be used
to purchase or redeem Term Bonds in the manner provided in the Bond Resolution, and for no
other purpose. Term Capital Appreciation bonds shall be payable from the Term Bonds
Redemption Account in the years in which such Bonds mature and monthly payments into the
Terms Bonds Redemption Account on account of such Bonds shall commence in the twelfth month
immediately preceding the due date of the related Sinking Fund Installments. The County shall
adjust the amount of the deposit to the Term Bonds Redemption Account on the month
immediately preceding any Sinking Fund Installment Date so as to provide sufficient moneys in
the Term Bonds Redemption Account to pay the Sinking Fund Installments becoming due on such
date. Payments to the Term Bonds Redemption Account shall be on parity with payments to the
Principal Account.
Amounts accumulated in the Term Bonds Redemption Account with respect to any
Sinking Fund Installment(together with amounts accumulated in the Interest Account with respect
to interest, if any, on the Term Bonds for which such Sinking Fund Installment was established)
may be applied by the County, on or prior to the 60th day preceding the due date of such Sinking
Fund Installment, (a) to the purchase of Term Bonds of the Series and maturity for which such
Sinking Fund Installment was established, or (b) to the redemption at the applicable Redemption
Prices of such Term Bonds, if then redeemable by their terms. Amounts in the Term Bonds
Redemption Account which are used to redeem Term Bonds shall be credited against the next
succeeding Amortization Installment which shall become due on such Term Bonds. 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 Term Bonds Redemption Account until such
Sinking Fund Installment date, for the purposes of calculating the amount of such Account. As
soon as practicable after the 60th day preceding the due date of any such Sinking Fund Installment,
the County shall proceed to call for redemption on such due date,by causing notice to be given as
provided in the Bond Resolution, Term Bonds of the Series and maturity for which such Sinking
Fund Installment was established (except in the case of Term Bonds maturing on a Sinking Fund
25009/006/02143124.DOCXv7 16
Installment date)in such amount as shall be necessary to complete the retirement of the unsatisfied
balance of such Sinking Fund Installment. The County shall pay out of the Term Bonds
Redemption 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 Operation and Maintenance
Payment Account.
(4) Reserve Account. There shall be deposited to the Reserve Account an amount which
would enable the County to restore the funds on deposit in the Reserve Account (including any
subaccounts therein)to an amount equal to the Reserve Account Requirement applicable thereto.
All deficiencies in the Reserve Account must be made up no later than 12 months from the date
such deficiency first occurred,whether such shortfall was caused by decreased market value of the
investments therein of more than 5% or withdrawal (whether from cash or a Reserve Account
Insurance Policy or Reserve Account Letter of Credit). On or prior to each principal payment date
and Interest Date for the Bonds (in no event earlier than the 25th day of the month next preceding
such payment date),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 Term Bonds Redemption Account
shall be insufficient for such purpose, but only to the extent the moneys transferred from the
Airport Surplus Fund, the PFC Capital Improvement Fund and the Operation and Maintenance
Reserve Account for such purposes pursuant to the Bond Resolution, shall be inadequate to fully
provide for such insufficiency. Whenever there shall be surplus moneys in the Reserve Account
by reason of a decrease in the Reserve Account Requirement or as a result of a deposit in the
Reserve Account Letter of Credit or a Reserve Account Insurance Policy, such surplus moneys, to
the extent practicable, shall be deposited by the County into the Revenue Account of the Revenue
Fund. The County shall promptly inform each Insurer of any draw upon the Reserve Account for
purposes of paying the principal of and interest on the Bonds.
Upon the issuance of any Series of Bonds under the terms, limitations and conditions as
provided in the Bond Resolution,the County shall fund the Reserve Account in an amount at least
equal to the 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 Bond
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 whether such Series of Bonds shall be
secured by the Reserve Account or any subaccount therein and,if the County determines that the
Series of Bonds will be secured by a separate subaccount therein, the County shall also establish
the Reserve Account Requirement applicable thereto. 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 over a period of months from the date of issuance of such Series
of Bonds,which shall not exceed 36 months.
Notwithstanding the foregoing provisions, in lieu of or in substitution of the required
deposits into the Reserve Account,the County may cause to be deposited into the Reserve Account
a Reserve Account Insurance Policy and/or Reserve Account Letter of Credit for the benefit of the
Bondholders in an amount equal to the difference between the Reserve Account Requirement
25009/006/02143124.DOCXv7 17
applicable thereto and the sums then on deposit in the Reserve Account, if any. The County may
also substitute a Reserve Account Insurance Policy and/or Reserve Account Letter of Credit for
cash on deposit in the Reserve Account upon compliance with the terms of the Bond Resolution.
Such Reserve Account Insurance Policy and/or Reserve Account Letter of Credit shall be payable
to the Paying Agent (upon the giving of notice as required thereunder) on any Interest Date or
redemption date on which a deficiency exists which cannot be cured by moneys in any other fund
or account held pursuant to the Bond Resolution and available for such purpose. Upon the initial
deposit of any such Reserve Account Insurance Policy and/or Reserve Account Letter of Credit,the
provider thereof shall be either (a) an insurer whose municipal bond insurance policies insuring
the payment, when due, or the principal of and interest on municipal bond issues results in such
issues being rated in one of the three highest rating categories by at least two of the Rating Agencies
(without regard to gradations,such as"plus"or"minus"or 1,"112"or 11
311
),or(b)a commercial bank,
insurance company or other financial institution which has been assigned a rating in one of the
two highest rating categories by at least one of the Rating Agencies(without regard to gradations,
such as"plus"or"minus"or 1," 112"or"3"). Any Reserve Account Insurance Policy and/or Reserve
Account Letter of Credit shall equally secure all Bonds secured by the Reserve Account or
subaccount into which such Policy or Letter of Credit is deposited.
Whenever the amount of cash 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 Sinking Fund for
the payment of the Bonds.
The County may also establish a separate subaccount in the Reserve Account for any Series
of Bonds and provide a pledge of such subaccount to the payment of such Series of Bonds apart
from the pledge provided in the Bond Resolution. To the extent a Series of Bonds is secured
separately by a subaccount of the Reserve Account,the Holders of such Bonds shall not be secured
by any other moneys in the Reserve Account. Moneys in a separate subaccount of the Reserve
Account shall be maintained at the Reserve Account Requirement applicable to such Series of
Bonds secured by the subaccount;provided the Supplemental Resolution authorizing such Series
of Bonds may establish the Reserve Account Requirement relating to such separate subaccount of
the Reserve Account at such level as the County deems appropriate. In the event the County by
Supplemental Resolution establishes the Reserve Account Requirement for a particular Series of
Bonds to be zero dollars ($0.00) or it shall determine that such Series are not to be secured in any
manner by the Reserve Account or a subaccount,then it shall not be required to establish a separate
subaccount;provided,however,such Series of Bonds shall have no lien on or pledge of any moneys
on deposit in the Reserve Account. Moneys used to replenish the Reserve Account shall be
deposited in the separate subaccounts in the Reserve Account and in the Reserve Account on a pro-
rata basis. In the event the County shall maintain a Reserve Account Insurance Policy or Reserve
Account Letter of Credit and moneys in the Reserve Account or any subaccount,the moneys shall
be used prior to making any disbursements under such Reserve Account Insurance Policy or
Reserve Account Letter of Credit.
(5) Subordinated Indebtedness. There shall next be deposited by the County for the
payment of any debt service on and other required deposits with respect to Subordinated
Indebtedness incurred by the County in connection with Improvements to the Airport and in
accordance with the proceedings authorizing such Subordinated Indebtedness.
25009/006/02143124.DOCXv7 18
(6) Operation and Maintenance Reserve Account. There shall be deposited to the
Operation and Maintenance Reserve Account an amount which would enable the County to
restore the funds on deposit in the Operation and Maintenance Reserve Account to an amount
equal to the Operation and Maintenance Reserve Requirement. The moneys in the Operation and
Maintenance Reserve Account shall be applied by the County for the purpose of paying Operation
and Maintenance Costs to the extent the amounts in the Operation and Maintenance Payment
Account are insufficient therefor;provided,however,that on or prior to each principal and interest
payment date for the Bonds(in no event earlier than the 25th day of the month next preceding such
payment date), moneys in the Operation and Maintenance Reserve Account shall be applied for
the payment into the Interest Account, the Principal Account and the Term Bonds Redemption
Account when the moneys therein are insufficient to pay the principal of and interest on the Bonds
coming due,but only to the extent moneys transferred from the Airport Surplus Fund and the PFC
Capital Improvement Fund for such purpose pursuant to the requirements of the Bond Resolution,
shall not be adequate to fully provide for such insufficiency.
(7) Airport Surplus Fund. The balance of any moneys remaining in the Revenue
Account shall be deposited in the Airport Surplus Fund and applied for any lawful purpose
relating to the Airport. Moneys in the Airport Surplus Fund shall be applied to the payment, on
or prior to each principal and interest payment date for the Bonds(in no event earlier than the 25th
day of the month next preceding such payment date), into the Interest Account, the Principal
Account and the Term Bonds Redemption Account when the moneys therein shall be insufficient
to pay the principal of and interest on the Bonds coming due.
(E) Whenever moneys on deposit in the Sinking Fund are sufficient to fully pay all
Outstanding Bonds in accordance with their terms (including principal or applicable Redemption Price
and interest thereon), no further deposits to the Sinking Fund need be made. If on any payment date the
Gross Revenues and Eligible PFC Revenues are insufficient to deposit the required amount in any of the
funds or accounts or for any of the purposes provided above, the deficiency shall be made up on the
subsequent payment dates.
The County, in its discretion, may use moneys in the Principal Account and the Interest Account
to purchase or redeem Bonds coming due on the next principal payment date, provided such purchase or
redemption 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 or redeemed.
(F) In the event the County shall issue a Series of Bonds secured by a Credit Facility, the
County may establish separate subaccounts in the Interest Account, the Principal Account and the Term
Bonds Redemption Account to provide for payment of the principal of and interest on such Series;provided
payment from the Pledged Funds of one Series of Bonds shall not have preference over payment of any
other Series of Bonds. The County may also deposit moneys in such subaccounts at such other times and
in such other amounts from those provided in (D) above as shall be necessary to pay the principal of and
interest on such Bonds as the same shall become due, all as provided by the Supplemental Resolution
authorizing such Bonds and the Credit Facility.
In the case of Bonds secured by a Credit Facility, amounts on deposit in the Sinking Fund may be
applied as provided in the applicable Supplemental Resolution and the Credit Facility to reimburse the
Credit Bank for amounts drawn under such Credit Facility to pay the principal of, premium, if any, and
interest on such Bonds or to pay the purchase price of any such Bonds which are tendered by the holders
25009/006/02143124.DOCXv7 19
thereof for payment; provided such Credit Facility shall have no priority over Bondholders or an Insurer
to amounts on deposit in the Sinking Fund. Other payments due to a Credit Bank in relation to obligations
arising under its Credit Facility may be on parity with the Bonds as to source of and security for payment
to the extent provided in the Supplemental Resolution relating thereto.
PFC Capital Improvement Fund
The County shall apply moneys on deposit in the PFC Capital Improvement Fund, to the extent
permitted by the PFC Act,PFC Regulations and PFC Authority,to pay the principal of(whether at maturity
or in satisfaction of the Sinking Fund Installments) and interest on the Bonds when due, whenever and to
the extent that the money on deposit in the Interest Account, the Principal Account and the Term Bonds
Redemption Account and moneys transferred from the Airport Surplus Fund to said Accounts pursuant to
the Bond Resolution are insufficient for such purposes.
The County,at its option,but only after determining that no amounts are required to be applied to
pay the principal of and interest on the Bonds as described above, may apply any amounts remaining in
the PFC Capital Improvement Fund for any one or more of the following purposes: (A)to pay the costs of
PFC Improvements,(B)to pay debt service on any obligation incurred by the County to finance or refinance
costs of PFC Improvements, (C) to purchase or redeem Bonds, if permitted by the PFC Act and PFC
Regulations, or (D) to the extent permitted by the PFC Act and the PFC Regulations, for any other lawful
Airport purpose.
Reserve Account
The Bond Resolution requires the County to maintain the Reserve Account within the Sinking Fund
in an amount equal to the Reserve Account Requirement for the Bonds. The Reserve Account Requirement
is defined in the Bond Resolution as the lesser of (1) the Maximum Annual Debt Service, (2) 125% of the
average Debt Service for each Bond Year for all Outstanding Bonds secured thereby, or (3) the maximum
amount of Bond proceeds which may be deposited to the Reserve Account without subjecting the same to
yield restriction under the Code, or causing interest on any of the Bonds secured thereby (other than
Taxable Bonds) to be included in gross income for purposes of federal income taxation or otherwise
violating applicable provisions of the Code; provided, however, the County may establish, by
Supplemental Resolution, a different Reserve Account Requirement for a subaccount of the Reserve
Account which separately secures a Series of Bonds, which Reserve Account Requirement may be $0.00.
Amounts in the Reserve Account are required to be used to pay the principal of, premium, if any, and
interest on the Bonds when the money in the other Accounts within the Sinking Fund is insufficient
therefor. Increases in the Reserve Account Requirement caused by the issuance of Additional Bonds can
be funded, at the discretion of the County, from the proceeds policy thereof, over a period of months not
exceeding 36 months or by a Reserve Account Insurance or Reserve Account Letter of Credit, or a
combination thereof. The County may, at any time, substitute a Reserve Account Insurance Policy or
Reserve Account Letter of Credit for all or a portion of the moneys in the Reserve Account in accordance
with the terms of the Bond Resolution. Upon the issuance of the Series 2022 Bonds, the Reserve Account
will have on deposit an amount equal to the Reserve Requirement, $ , and is fully funded
with cash and/or investments. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. See also
"APPENDIX D-Form of the Bond Resolution" attached hereto.
25009/006/02143124.DOCXv7 20
Rate Covenant
For the Fiscal Year commencing October 1,2022 and for each Fiscal Year thereafter,the County has
covenanted in the Bond Resolution to fix,establish,maintain and collect such rates,fees,rentals and charges
for the services and facilities of the Airport,and revise the same from time to time,whenever necessary,so
as always to provide in each Fiscal Year:
(A) Net Revenues, together with the Eligible PFC Revenues and the Transfer Amount, equal
to at least 125%of the Debt Service becoming due in such Fiscal Year;provided
(B) the Net Revenues,together with Eligible PFC Revenues and the Transfer Amount,shall be
adequate at all times to pay in such Fiscal Year at least 100% of(1) the Debt Service becoming due in such
Fiscal Year,(2)any amounts required by the terms of the Bond Resolution deposited in the Reserve Account
or with any issuer of a Reserve Account Letter of Credit or Reserve Account Insurance Policy in such Fiscal
Year, (3) any amounts required by the terms of the Bond Resolution to be deposited in the Operation and
Maintenance Reserve Account in such Fiscal Year, and (4) any Subordinated Indebtedness coming due in
said Fiscal Year.
Such rates,fees,rentals and other charges shall not be so reduced so as to be insufficient to provide
adequate Net Revenues, Eligible PFC Revenues and the Transfer Amount for the purposes provided
therefor by the Bond Resolution.
If,in any Fiscal Year,the County shall fail to comply with the rate covenant contained in the Bond
Resolution, it shall cause the Airport Consultant to review its rates, fees, rentals, charges, income, Gross
Revenues, Eligible PFC Revenues, Operation and Maintenance Costs and methods of operation and to
make written recommendations as to the methods by which the County may promptly seek to comply with
the rate covenant set forth in the Bond Resolution. The County shall forthwith commence to implement
such recommendations to the extent required so as to cause it to thereafter comply with said rate covenant.
So long as the County implements such recommendations within 120 days of the receipt thereof, the
County's failure to comply with the rate covenant shall not be considered an Event of Default under the
provisions of the Bond Resolution.
Issuance of Additional Bonds
No Additional Bonds,payable on a parity with the Bonds then Outstanding pursuant to the Bond
Resolution,shall be issued except upon the conditions and in the manner provided in the Bond Resolution.
The County may issue one or more Series of Additional Bonds for any one or more of the following
purposes: (i)financing or refinancing Costs of a Project, or the completion thereof,or(ii) refunding any or
all Outstanding Bonds or of any Subordinated Indebtedness of the County.
No such Additional Bonds shall be issued unless the following conditions are complied with:
(A) Except in the case of Additional Bonds issued for the purpose of refunding Outstanding
Bonds, the County shall certify that it is current in all deposits into the various funds, accounts and
subaccounts established hereby and all payments theretofore required to have been deposited or made by
it under the provisions of the Bond Resolution have been deposited or made and it has complied with the
covenants and agreements of the Bond Resolution.
25009/006/02143124.DOCXv7 21
(B) There shall have been filed with the County a certificate of the Clerk setting forth for the
last complete Fiscal Year or a period of 12 consecutive months of the 24 months most recently concluded
prior to the issuance of the Additional Bonds (the "12-Month Period") (1) Gross Revenues received by the
County during the 12-Month Period; (2) the Operation and Maintenance Costs incurred during the 12-
Month Period; (3) the Eligible PFC Revenues received during the 12-Month Period; (4) the Maximum
Annual Debt Service including the Additional Bonds then proposed to be issued; (5) that Net Revenues
and Eligible PFC Revenues received by the County during the 12-Month Period were in an amount at least
equal to 125% of the Maximum Annual Debt Service including the Additional Bonds then proposed to be
issued; and (6) that Net Revenues and the Eligible PFC Revenues received by the County during the 12-
Month Period were in an amount equal to at least(a) 100%of the Maximum Annual Debt Service including
the Additional Bonds then proposed to be issued, (b) 100% of any amounts required by the terms of the
Bond Resolution to be deposited in the Reserve Account or with the issuer of any Reserve Account Letter
of Credit or Reserve Account Insurance Policy during the 12-Month Period, and (c) 110% of any
Subordinated Indebtedness coming due during the 12 months immediately succeeding the issuance of the
proposed Additional Bonds.
(C) With respect to Additional Bonds that are issued to complete a Project, the Authorized
Issuer Representative shall have filed with the Clerk a certificate demonstrating that the proceeds of such
Additional Bonds to be issued (net of issuance costs and any discounts) will be not more than 10% of the
original Cost of such Project for the completion of which such Additional Bonds are then being issued. If
the Authorized Issuer Representative files such certificate with the Clerk,the conditions of(B) above shall
not apply to the issuance of such Additional Bonds.
(D) For the purpose of determining the Debt Service under the Bond Resolution, the interest
rate on additional parity Variable Rate Bonds then proposed to be issued shall be deemed to be the Bond
Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds.
(E) For the purpose of determining the Debt Service under the Bond Resolution, the interest
rate on Outstanding Variable Rate Bonds(not subject to a Qualified Hedge Agreement)shall be deemed to
be(1)if such Variable Rate Bonds have been Outstanding for at least 12 months prior to the date of sale of
such Additional Bonds, the highest of(a) the actual rate of interest borne by such Variable Rate Bonds on
the date of sale, and (b) the average interest rate borne by such Variable Rate Bonds during the 12-month
period preceding the date of sale, or(2)if such Variable Rate Bonds have not been Outstanding for at least
12 months prior to the date of sale of such Additional Bonds, the higher of (a) the actual rate of interest
borne by the Variable Rate Bonds on the date of sale, and (b) the Bond Buyer Revenue Bond Index most
recently published prior to the sale of such Additional Bonds.
(F) Additional Bonds shall be deemed to have been issued pursuant to the Bond Resolution
the same as the Outstanding Bonds, and all of the other covenants and other provisions of the Bond
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 Bond Resolution. Except
as provided in the Bond 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.
(G) In the event any Additional Bonds are issued for the purpose of refunding any Bonds then
Outstanding, the conditions of (B) above shall not apply, provided that the issuance of such Additional
Bonds shall not result in an increase in Maximum Annual Debt Service. The conditions of(B) above shall
25009/006/02143124.DOCXv7 22
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.
No Mortgage or Sale of the Airport
The County irrevocably covenants,binds and obligates itself not to sell,lease, encumber or in any
manner dispose of the Airport as a whole or any substantial part thereof(except as provided below)until
all of the Bonds and all interest thereon shall have been paid in full or provision for payment has been
made in accordance with the Bond Resolution.
The foregoing provision notwithstanding,pursuant to the Bond Resolution,the County shall have
and reserves the right to sell, lease or otherwise dispose of any of the property comprising a part of the
Airport in the following manner, if any one of the following conditions exist: (A) such property is not
necessary for the operation of the Airport, (B) such property is not useful in the operation of the Airport,
(C) such property is not profitable in the operation of the Airport, or (D) in the case of a lease of such
property, will be advantageous to the Airport and will not materially adversely affect the security for the
Bondholders.
Prior to any such sale, lease or other disposition of said property: (1) if the amount to be received
therefor is not in excess of five percent (5.00%) of the market value of the gross plant of the Airport, an
Authorized Issuer Officer shall make a finding in writing determining that one or more of the conditions
for sale,lease or disposition of property provided for in the second paragraph above have been met;or(2)
if the amount to be received from such sale,lease or other disposition of said property shall be in excess of
five percent(5.00%) of the market value of the gross plant of the Airport, (a) an Authorized Issuer Officer
shall first make a finding in writing determining that one or more of the conditions for sale, lease or other
disposition of property provided for in the second paragraph above have been met,(b)the Governing Body
shall, by resolution, duly adopt, approve and concur in the finding of the Authorized Issuer Officer, and
(c)the County shall obtain an opinion of Bond Counsel to the effect that such sale,lease or other disposition
is not in violation of the Act and will not adversely affect the federal tax exempt status of interest on the
Bonds(other than Taxable Bonds) or shall not otherwise affect the status of any Outstanding Bonds issued
as Federal Subsidy Bonds or the County's receipt of Federal Subsidy Payments with respect to any
Outstanding Federal Subsidy Bonds.
Unless otherwise directed by Bond Counsel, the proceeds from any such sale or other disposition
shall be deposited into the Airport Surplus Fund. Proceeds from any such lease shall constitute Gross
Revenues and shall be deposited in the Revenue Account.
The transfer of the Airport as a whole from the control of the Governing Body to some other board
or authority which may hereafter be created for such purpose and which constitutes a governmental entity,
interest on obligations issued by which are excluded from gross income for purposes of federal income
taxation, shall not be deemed prohibited by the Bond Resolution and such successor board or authority
shall fall within the definition of "Issuer" in the Bond Resolution and such successor board or authority
shall adopt a resolution or take such other action to evidence its obligations hereunder.
Notwithstanding the foregoing provisions,the County shall have the authority to sell for fair and
reasonable consideration any land comprising a part of the Airport which is no longer necessary or useful
in the operation of the Airport and the proceeds derived from the sale of such land shall be disposed of in
accordance with the provisions of the fourth paragraph above.
25009/006/02143124.DOCXv7 23
Notwithstanding provisions of this section, the County may make contracts or grant licenses for
the operation of, or grant easements or other rights with respect to,any part of the Airport if such contract,
license, easement or right does not, in the opinion of the Airport Consultant, as evidenced by a certificate
to that effect filed with the County, impede or restrict the operation by the County of the Airport,but any
payments to the County under or in connection with any such contract,license,easement or right in respect
of the Airport or any part thereof shall constitute Gross Revenues and shall be deposited in the Revenue
Account.
Enforcement of Collections
The County will diligently enforce and collect the rates, fees, rentals and other charges for the
services and facilities of the Airport pledged pursuant to the Bond Resolution;will take all reasonable steps,
actions and proceedings for the enforcement and collection of such rates, charges,rentals and fees as shall
become delinquent, to the full extent permitted or authorized by law; and will maintain accurate records
with respect thereof. All such fees, rates, charges, rentals and revenues pledged in the Bond Resolution
shall, as collected,be held in trust to be applied as provided in the Bond Resolution and not otherwise.
No Competing Facilities
To the full extent of the law and other than Marathon Airport, the County will not grant,or cause,
consent to, or allow the granting of any franchise or permit to conduct aeronautical services or provide
access to the Airport to conduct aeronautical services to any Person or undertake any aviation project not
made a part of the Airport which will materially compete with the Airport, as determined by the County.
Maintenance of PFC Revenues
The County covenanted in the Bond Resolution to do all things necessary on its part to continue
the levy of the Passenger Facility Charges in compliance with the PFC Act and any successor provision of
law and to diligently enforce collection of the Passenger Facility Charges. The County will at all times
comply with all of the requirements and conditions of the PFC Act, the PFC Regulations and the PFC
Authority, and take every necessary action to remain qualified to levy the Passenger Facility Charges and
collect the PFC Revenues. The County will not take any action which will jeopardize eligibility for receipt
of such funds which may adversely affect the undertakings provided in this instrument. The County will
not take any action or enter into any agreement which will have the effect of reducing the level of Passenger
Facility Charges received by the County if such reduction shall materially adversely affect the County's
ability to pay the Bonds.
APPLICATION OF REVENUES
The following diagram presents a summary of the application of Gross Revenues and Eligible PFC
Revenues to various funds and accounts as governed by the provisions of the Bond Resolution. A more
complete description of the application of Gross Revenues and Eligible PFC Revenues is described in
"SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Disposition of Gross Revenues and
Eligible PFC Revenues" and- in APPENDIX D attached hereto. See "SECURITY AND SOURCES OF
PAYMENT FOR THE BONDS" for the definitions of Gross Revenues and Eligible PFC Revenues.
25009/006/02143124.DOCXv7 24
KEY WEST INTERNATIONAL AIRPORT
SERIES 2022 BONDS
DISPOSITION OF GROSS REVENUE AND ELIGIBLE PFC RE" ENLIES
Monroe County,Florida
Flow of Funds'
Revenue Account PFC Account,
County shall deposit,promptly upon receipt,all Gross Revenues into the, County shal]deposit,promptly upon receipt,all PFC Revenues into the
Revenue Account of the Monroe County,Florida,Key West lnternation4 PFC Account of the Monroe County,Florida IKey West International
Airport Revenue Fund Airport Revenue Fund
Moneys in the PFC AcCOLInt shall be deposited or credited on loir blefore
the 25th day ofeach month to the followi in accounts in such amounts as
the County deterr-nines pursuant to its Annuall Bu�diget:
Operation and Maintenance Payment Account
Moneys in the Revenue Account sha.11 first be used each month to
deposit in the Operation and I' int rn nc IRayment Account of the
Monroe County Florida,Key West Intemationdl Airport Operation and
Maintenance Fund such sums as are)necessary to pay Operation and
Maintenance Costs,for the ensuing month
Monroe County,Florida
Key West International Airport Sinking Fund
slisn7in.15-P37MEFT,5T MM79 ro-,If-T 71775noun 572117non n nce
Payment Account,remaining moneys,in:the Revenue Account sbiall be
applied in the following order of prjority
(j :I- I
1)Interest Account
(2)PrincipalAccount
(3)Term, Bonds Redemption AcCOUnt(on parit.y with payments to,the
Pdncipal Account)
(4)Reserve Account
Payment of Subordinated Indebtedness
Deposits,to Operation and Maintenance Reserve Account of Monroe
County,Florida I West International Airport rip era tin n and
Maintenance Fund
Monroe Cou nty,Florida PFC Capital lm prover nent Fund
Key Wiest International Airport Su!:elus F,und
The remainder of mion s in the PFC Account shall be deposilted
The balarme of any moneys remairiing in the Revenue Account into the PFC Capital Improverriient Fund and shall,be utilized it°.l
shall be deposited into the Airport Surplus Fund and applied for accordlanon with the terms of Section 4.106 of the Resolutiorii
a.n y I a wf u I p u rpolse're lati n g to the Ai rport
---------------------------------------- -------------
For more inforrnation concerning the flow of funds and the particular provisions and restrictions with respect to the funds and accounts under
the Bond Resolution,see the Form of the Bond ResolUti,011 attached hereto as Exhibit D.
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Soluirce;Monroe COUnty,Florida Airport Revenue Bond Resolution. 7/18/2 22
Compiled by Newton,&Associates,,Inc. 2022 Bonds ROAC Draft 51 Financial Tab,Ies
25009/006/02143124.DOCXv7 25
OPTIONAL BOND INSURANCE
Based on market conditions in existence at the time of pricing,the County will determine whether
or not to purchase insurance on all, some or none of the Series 2022 Bonds. In the event that the County
deems it in its best interest to purchase a municipal bond insurance policy(the"Policy")with respect to all
or a portion of the Series 2022 Bonds (referred to herein as the "Insured Bonds") from a municipal bond
insurer(the"Insurer"), disclosure regarding the Insurer and the Policy will be included in the final Official
Statement within this section, the "RATINGS" section will be updated to disclose the rating or ratings on
any Insured Bonds,the"CERTAIN INVESTMENT CONSIDERATIONS" section will be updated to reflect
insurance risk and related factors and a specimen bond insurance policy will be attached hereto as an
appendix.
[Remainder of page intentionally left blank]
25009/006/02143124.DOCXv7 26
ESTIMATED SOURCES AND USES OF FUNDS
The table that follows summarizes the estimated sources and uses of funds to be derived from the
sale of the Series 2022 Bonds:
SOURCES:
Series 2022 Par Amount
Plus/Less Premium/Discount
TOTAL SOURCES
USES:
Deposit to Series 2022 Bonds Account in Construction Fund
Repay Outstanding Interim Indebtedness
Deposit to Reserve Account
Deposit to Interest Account for Capitalized Interest
Cost of Issuance(')
TOTAL USES
�1> Includes Underwriters' discount, rating agencies' fees, financial advisory fees, legal fees and any
other miscellaneous costs of issuance.
[Remainder of page intentionally left blank]
25009/006/02143124.DOCXv7 27
DEBT SERVICE SCHEDULE
The following table sets forth the net debt service requirements for the Series 2022 Bonds.
Period Ending Total Debt
October 1 Principal Interest Service(')
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
TOTAL
Net of capitalized interest through October 1,2024.
25009/006/02143124.DOCXv7 28
THE COUNTY AND THE AIRPORT
General
The Airport is a small-hub, commercial airport located within the city limits of Key West,Monroe
County, Florida and covers approximately 268 acres. Of this area, 87 acres are salt ponds and mangrove
vegetation. The remaining 181 acres are usable for the Airport.
In 1920,the first international air passenger service and the first international air mail routes were
established between Key West and Havana, Cuba. In 1927 the Airport was designated the first airport of
entry into the United States. At that time, the Airport was a small private airport owned by Palm Beach
millionaire Malcolm Meacham. Pan American Airlines was established in Key West that year and leased
the Airport site from Meacham. The Airport remained a small and privately owned strip until the start of
World War II. The land was then purchased by the federal government and converted into what was
primarily a dirigible base. A runway of approximately 2,400 feet in length, oriented from northeast to
southwest,was constructed on site. In 1954,the runway was realigned to its current east-west orientation.
In 1958,a passenger terminal was built,and Meacham Field was renamed Key West International Airport.
Air Trade Area
The Airport's Air Trade Area is defined as the County,which encompasses a largely uninhabited
section on the mainland which is almost entirely in Everglades National Park,as well as the inhabited and
uninhabited islands in the Florida Keys from Key Largo in the northeast to the Dry Tortugas in the
southwest.
[Remainder of page intentionally left blank]
25009/006/02143124.DOCXv7 29
KEY WEST INTERNATIONAL AIRPORT MAY 2022
D RAF-r
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Airport(PBI)
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Airport{RSllV) Boca
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International Airport(FLL)
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Airport(MIA)
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MIAMI-DADE '
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Florida Keys�Nlarathon
Air nrt(MTH)
Key Ulfest Location Map
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Key West International � �, �. +".. C •�" ��.'
Airport (EYW)
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LEGEND
County Within Air Tracy Area Key Vest
International Airport"�• '
Counties Outside Air Trade Area L YAM
SOURCES:Esrir HERE,Garrnin,FAO.,NOAA,USGS,.OperStreet Map Contributors,and the GIS User Community,April 2022
(basemap)i US Census Bureau,2022(county bourdaries)i Federal.Aviation Administration,2020(airports).
0 WE= — —
NOPTH 0 2.5 mi AIR TRADE AREA
P'c'G S,N
Management and Administration
The Airport is owned by the County and is operated as a separate enterprise fund of the County
by the Board. The Board exercises management of the Airport through the Senior Director of Airports who
reports to the County Administrator and oversees the administration, operation, development, security,
25009/006/02143124.DOCXv7 30
environmental requirements of the Airport in addition to the Florida Keys Marathon International Airport,
a separate enterprise fund of the County.
The Senior Director of Airports is recommended by the County Administrator and ratified by the
Monroe County Board of County Commissioners.The Senior Director of Airports oversees a staff of 34 full-
time employees. Brief biographies of the Senior Director of Airports,Assistant Director of Airports,Deputy
Director Airport Finance and Administration and Deputy Director of Airport Operations and Security are
set forth below.
Richard Strickland, Senior Director of Airports was born and raised in San Diego, California, and
earned his Bachelor of Science Degree in Finance from San Diego State University. Mr.Strickland has over
26 years of extensive experience and knowledge in Airport Management, having worked at San Diego
International Airport, Detroit International Airport, Palm Springs International Airport, Kern County
Department of Airports at Meadows Field, and the past 4 years as the Senior Director of Airports for the
Key West International and Florida Keys Marathon International Airports.
Erick D'Leon,Assistant Director of Airports joined Key West International Airport in October 2019 as
the Assistant Director. Previously Mr. D'Leon worked with TBI Airport Management, a privatized airport
management company, serving airport management contracts with the Orlando Sanford International
Airport, and the Middle Georgia Regional Airport in management and operational roles. Mr. D'Leon also
worked for the City of New Bedford at the New Bedford Regional Airport in Massachusetts. Mr. D'Leon
holds a Master's of Aeronautical Science degree with a specialization in safety and also holds a Bachelor of
Science in Professional Aeronautics with a minor in Safety and Management. Both undergraduate and
graduate degrees were earned from Embry-Riddle Aeronautical University.
Beth Leto, Deputy Director Airport Finance and Administration was born in Kentucky and raised in
Key West,Florida when her family moved to the Keys in 1966. A graduate of Key West High School,Mrs.
Leto earned an Associates of Science and an Associates of Arts degrees from the Florida Keys Community
College and graduated Summa Cum Laude from Saint Leo University with a Bachelor of Administration
Degree in Management. A Certified Public Manager since 2003,Mrs.Leto has worked for Monroe County,
Florida for 39 years. Mrs.Leto has worked at the Key West International Airport since 2015.
Luis Garay, Deputy Director of Airport Operations & Security was employed with United Express
Airlines from 1996-2004 as a Customer Service and Ramp Agent, Lead Agent. From 2000-2005 Mr. Garay
was employed with Port Hueneme Police department enforcing State laws and Municipality Code
Enforcement. From 2005-2010 Mr.Garay was an Airport Police Officer I,enforcing State laws,Municipality
Code Enforcement, TSA Guidelines 1542 and FAA Guidelines Part 139. From 2010-2014 Mr. Garay was
promoted to Airport Police Officer II to enforce State laws, Municipality Code Enforcement, TSA
Guidelines 1542,FAA Guidelines Part 139 and he supervised APO I and Security Attendants. From 2014-
2019 Mr.Garay was an Airport Police Manager enforcing State laws,Municipality Code Enforcement,TSA
Guidelines 1542,FAA Guidelines Part 139,he supervised APO I and Security Attendants and was the Direct
Liaison with TSA FSD and FAA inspectors. From 2019-present Mr.Garay has been employed with the Key
West International Airport and is the Direct Liaison with TSA FSD and FAA Inspectors, the Primary TSA
ASC, and he supervisors the Airport Operations and Security team.
25009/006/02143124.DOCXv7 31
Description of the Airport's Existing Facilities
Airfield. The Airport's airfield facilities include those facilities necessary to support the movement
and operation of aircraft, including a runway, taxiways and apron areas, along with associated markings,
lighting systems and instrumentation.
Runway 9/27,the Airport's only runway, is paved with asphalt and is 5,075 feet long and 100 feet
wide.It is able to accommodate Airplane Design Group III1 and smaller aircraft,including commercial jets,
such as the Airbus A-320, Boeing 737-700 and EMB 190 aircraft, Airplane Design Group III also includes
turboprops,such as the ATR 42-600,military aircraft, and large general aviation aircraft. Runway 9/27 has
an engineered material arresting system ("EMAS") on each end. The runway is equipped with medium
intensity runway lights located 10 feet from the edge of the runway pavement.
The airfield has one parallel taxiway ("Taxiway A") that extends the full length of Runway 9/27.
Taxiway A has a width of 50 feet and is located 315 feet south of the centerline of Runway 9/27. Taxiway
A is equipped with medium intensity taxiway lights. There are also several connector taxiways designated
as Taxiways B through E. The taxiways'pavement consists of asphalt and concrete.
The airfield's aprons include a commercial terminal apron and a general aviation ("GA") apron.
The commercial aircraft parking apron is located east of the centerline of Taxiway E and consists of
approximately 41,000 square yards of concrete pavement. The commercial aircraft apron is adjacent to the
existing passenger terminal building, the U.S. Customs and Border Protection ("CBP") facility and the
FedEx facility. The commercial aircraft apron is marked for ten aircraft parking spaces: eight parking
positions for commercial passenger aircraft, one position reserved for CBP inspections, and one space for
FedEx. The commercial apron has lighting provided by high mast floodlights. An additional 8,000 square
yards of commercial apron is located in front of the FedEx facility and provides aircraft parking for up to
four Cessna 208 Caravan cargo aircraft.
The main general aviation ("GA") aircraft parking apron comprises approximately 26,500 square
yards and is located west of the commercial aircraft parking apron, south of Taxiway A and between
Taxiways A6 and D. It consists of asphalt and concrete pavement and has cable aircraft tie downs and
lighting provided by high mast floodlights.Tie-down areas can accommodate either 29 small aircraft or 16
smaller aircraft and five larger aircraft.In addition to the main GA apron,another apron parallel to Taxiway
A between Taxiways Al and A6 spans approximately 17,700 square yards and provides an aircraft tie-
down area and access to T-hangars and small box hangars.
Airfield lighting and navigational aids include an airport rotating beacon, runway and taxiway
edge lighting, two published Area Navigation ("RNAW) global positioning system non-precision
approaches(one to each runway end)and a non-directional beacon circling approach to each runway end.
Terminal Building. The Airport's current passenger terminal facilities are made up of the
following facilities.
Passenger Terminal Facilities. The passenger terminal facilities ("Terminal") are made up of two,
two-level buildings which are serviced by an elevated departures roadway and an at-grade arrivals
1 Aircraft Design Group III aircraft are defined by the FAA (Advisory Circular 150/5300-13) as aircraft
having a wingspan of 79 feet to 118 feet and a tail height of 30 feet to 45 feet.
25009/006/02143124.DOCXv7 32
roadway. The two structures are connected by two elevated, enclosed corridors spanning the arrival
roadway. The westerly corridor is an enclosed pedestrian bridge providing passenger access between the
two buildings.The easterly corridor houses a passenger baggage conveyor system.
The Terminal comprises a total of approximately 67,900 square feet. The first Terminal building,
located to the south of the Faraldo Circle ("Existing Landside Terminal") is elevated and comprises
approximately 37,800 square feet. It contains facilities for airline ticketing and passenger check-in, public
circulations and seating areas, airline offices, food and beverage and retail concessions, restrooms,
Transportation Security Administration ("TSA") passenger processing and office space (Sheriff's office),
and the enclosed pedestrian bridge providing access to the Existing Airside Terminal(defined below),via,
escalators and elevators.
The second Terminal building,located to the north of Faraldo Circle("Existing Airside Terminal"),
comprises approximately 37,800 square feet. It contains the secured passenger holdroom areas with
passenger seating,six aircraft departure gates,airline offices,food and beverage and retail concession areas,
and public restrooms. The Existing Airside Terminal also contains an arrivals and baggage claim area
separate from and to the west of the departure gates. The rental car counters are also located in the existing
Airside Terminal. Airport management offices are located on the second level of the Existing Airside
Terminal above the baggage claim area.
On-Airport Roadways. Vehicular access to the Airport is provided via South Roosevelt Boulevard,
which is a four-lane, undivided State Route (also known as SR A1A). Entrance to the Airport is made via
Faraldo Circle, a two-lane, one-way Airport roadway. Shortly after entering the Airport, Faraldo Circle
splits into the elevated departures roadway and the at-grade arrivals roadway. The departures roadway
provides access to the ticketing curb front as well as to employee parking on the second level of the parking
garage. The arrivals roadway provides access to the public parking garage,passenger arrivals area,rental
car ready/return areas, the fixed base operators ("FBO") facilities, fuel farm facilities, cargo facilities,
Monroe County Sheriff and CBP facilities, and airside access Gates 1 and 5.
Automobile Parking Facilities. Automobile parking is available in three locations on the Airport
including the two-level parking garage and a surface lot. The parking garage is located to the south of the
Terminal and contains 150 public parking spaces and 152 rental car ready/return parking spaces on the
ground level, and 99 employee parking spaces on the second level (uncovered). The surface lot is located
to the west of the parking garage and contains approximately 69 parking spaces. The Airport operates
parking at the Airport through its parking manager, Republic Parking Systems. The current agreement
expires June 30,2024.
25009/006/02143124.DOCXv7 33
Parking Rates
Short Term Lot Long-Term GarageM
0-60 Minutes Free $3.00
1-2 Hours $6.00 6.00
2-3 Hours 9.00 9.00
3-4 Hours 12.00 12.00
>4 Hours/Daily Maximum 15.00 19.00
Weekly Maximum 84.00 84.00
Lost Ticket Minimum 15.00 19.00
�1> Long term daily max parking rates increase to$21 on October 1, 2022.
Adam Arnold Annex. The Adam Arnold Annex consists of approximately 6,600 square feet of
space and houses the Airport Badging Office and CBP.
Fixed Base Operator Facilities. The Fixed Base Operator ("FBO") facilities include two primary
buildings comprising a small office building of approximately 2,200 square feet, an aircraft maintenance
hangar having approximately 8,000 square feet and a fuel farm which has three 12,000 gallon above-ground
fuel storage tanks two for Jet A fuel and one for AVGAS. A dedicated roadway provides vehicular access
to the FBO facilities.
The FBO office/terminal building includes a passenger lobby, pilot lounge, flight planning center,
conference room/lounges and workstations and restrooms. The FBO is operated by Piedmont Hawthorn
Aviation LLC d/b/a Signature Flight Support.
General Aviation Aircraft Storage Facilities. Aircraft storage facilities at the Airport consist of
eleven (11) nested T-Hangars, eight small box hangars and two large conventional hangars. All of these
aircraft storage facilities are owned by Key West Hangar Corporation on land leased from the Airport.
Aircraft Rescue and Firefighting Facility. An Aircraft Rescue and Firefighting ("ARFF") facility,
also referred to as the Monroe County Fire Rescue/Key West Station 7 is located adjacent to the west end
of the Terminal and immediately east of the air traffic control tower ("ATCT") and provides fire
suppression, emergency medical services and ARFF services. The ARFF facility has three (3) vehicle bays
and is equipped with two ARFF vehicles,a quick response vehicle and a backup inspections vehicle.
Air Traffic Control Tower. The ATCT is temporarily located on the north side of the airfield and
is operational daily,7:00 a.m.to 9:00 p.m.The Airport's ATCT is part of the FAA's contract tower program
and is operated by a private company. Prior to its current location,the ATCT was located immediately to
the west of the ARFF facility. In 2017,Hurricane Irma damaged the ATCT requiring it to be reconstructed.
The FAA is in the process of designing and constructing a new ATCT on the original site. Construction is
estimated to be completed in the fall of 2025 at which time the new ATCT will replace the current ATCT.
FedEx Cargo Facility. FedEx occupies a 3,000 square foot cargo building and 13,865 square feet of
open land adjacent to the building,in connection with its overnight parcel delivery services.
Rental Car Facilities. Of the rental car companies operating at the Airport, two lease rental car
service facility buildings located on the Airport. One,which is currently leased by Avis Rent A Car System,
25009/006/02143124.DOCXv7 34
LLC.,is approximately 1,180 square feet and rests on approximately 0.7 acres. The other service facility is
approximately 950 square feet,rests on approximately 0.6 acres and is leased by the Hertz Corporation.
Enplaned Passengers at the Airport
The Airport, classified by the FAA as a small-hub facility based on its percentage of nationwide
passenger activity. The Airport ranked 102nd in passengers in the United States in calendar year 2021
(previously ranked 133rd in calendar year 2019),according to FAA Air Carrier Activity Information System
("ACAIS") enplaned passenger data. The Airport predominantly serves origin and destination ("O&D")
passengers, with O&D passengers accounting for 98.2% of all passengers at the Airport in the Fiscal Year
2021.
The Airport experienced growth between the Fiscal Years, 2012 and 2014, but with the exit of
Southwest Airlines at the Airport in 2014,Fiscal Year September 30,2015 enplanement activity decreased
12.7%.Growth in enplanement activity at the Airport returned between Fiscal Years 2016 and 2019.Traffic
decreased 28.4%in e Fiscal Year 2020 due to factors related to the COVID-19 pandemic. Traffic rebounded
in e Fiscal Year 2021,with enplaned passengers increasing 93.7% on a year over year basis and exceeding
Fiscal Year, 2019 levels. With the exception of Fiscal Year 2020, the number of enplaned passengers has
grown every year since 2015,from approximately 350,000 passengers in Fiscal Year 2015 to approximately
659,000 in Fiscal Year 2021,an increase of 88.5%.
Domestic Seat Capacity Recovery—COVID-19
Key West,Small Hubs,and the United States
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II II II II II II II II II II II pII II I II II II II II II II II II II II II II I I I I
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NOTE:Scheduled seats indexed to the same month in 2019.
SOURCE:Innovata,July 2022.
PREPARED BY. Ricondo&Associates,Inc.,July 2022.
25009/006/02143124.DOCXv7 35
See"CERTAIN INVESTMENT CONSIDERATIONS—Coronavirus(COVID-19)"herein.
Historical Enplaned Passengers
(Fiscal Year Ended September 30)
Fiscal Year Enplaned Passengers Enplaned Passenger Growth
2012 366,190 --
2013 393,906 7.6%
2014 400,669 1.7
2015 349,790 (12.7)
2016 367,254 5.0
2017 398,592 8.5
2018 416,234 4.4
2019 475,034 14.1
2020(1) 340,307 (28.4)
2021 659,321 93.7
Compound Annual Growth
Rate
2012-2019 3.8%
2012-2021 6.8
�1> COVID-19, which began impacting the U.S. in March, 2020, and the resultant government
measures and changes in passenger travel behavior resulted in significant reductions in passenger
traffic in Fiscal Year 2020 when compared to prior Fiscal Years. See "CERTAIN INVESTMENT
CONSIDERATIONS—Coronavirus(COVID-19)"herein for more information.
Source: Monroe County,Florida.
Enplaned passengers decreased 28.4%in Fiscal Year 2020.After increasing capacity during the first
six months of the fiscal year, passenger volumes decreased sharply when all airlines greatly reduced
capacity at the Airport because of the COVID-19 pandemic.By May 2020,total seat capacity at the Airport
was at 27.9%of May 2019 levels. Seat capacity quickly rebounded and in September 2020,total seat capacity
was 84.5% of September 2019 levels. See "CERTAIN INVESTMENT CONSIDERATIONS — Coronavirus
(COVID-19)"herein.
Enplaned passenger volumes rebounded after the decrease in Fiscal Year 2020 and reached new
highs in Fiscal Year 2021. Total Fiscal Year 2021 enplaned passenger volumes were 93.7% greater than in
Fiscal Year 2020 as American, Delta and United rapidly reintroduced capacity at the Airport to take
advantage of passenger demand for leisure destinations within the United States. Two new airlines,
Allegiant and JetBlue, entered the Airport in Fiscal Year 2021. Allegiant-s Fiscal Year 2021 activity at the
Airport included service to Nashville International Airport (BNA), Cincinnati/Northern Kentucky
International Airport (CVG), Pittsburgh International Airport (PIT), and Orlando Sanford International
Airport(SFB).JetBlue served two destinations from the Airport,Boston Logan International Airport(BOS)
and John F. Kennedy International Airport(JFK).
Allegiant began new air service from the Airport in Fiscal Year 2022 to the following destinations:
• Asheville Regional Airport(AVL) -November 2021
25009/006/02143124.DOCXv7 36
• St. Pete-Clearwater International Airport(PIE)-November 2021
• Indianapolis International Airport(IND)-December 2021
Enplaned passengers are spread over many carriers,with no single carrier historically having more
than a 50.0% market share over the period shown. American and Delta vied for the largest market share
between Fiscal Years 2017 and 2019. In Fiscal Year 2020 American increased its share to 45.8% and nearly
reached 50%market share in Fiscal Year 2021.United's share of enplaned passengers has steadily increased
since Fiscal Year 2017,reaching 12.6%in Fiscal Year 2021.Silver's share has decreased over the same period,
from a high of 22.4%in Fiscal Year 2018 to 6.9%in Fiscal Year 2021.JetBlue and Allegiant introduced service
in Fiscal Year 2021,earning 2.9%and 1.9%share,respectively,of enplaned passengers.
Historical Total Enplaned Passengers by Airline
(Fiscal Years Ended September 30)
2017 2018 2019 2020 2021
Enplaned Enplaned Enplaned Enplaned Enplaned
CarrierM Passenger Share Passengers Share Passengers Share Passengers Share Passengers Share
Allegiant Air 0 0.0% 0 0.0% 0 0.0% 0 0.0% 12,485 1.9%
American Airlines 147,690 37.1 151,054 36.3 187,734 39.5 155,887 45.8 328,994 49.9
Delta Air Lines 160,919 40.4 143,514 34.5 176,775 37.2 106,817 31.4 169,923 25.8
JetBlue 0 0.0 0 0.0 0 0.0 0 0.0 19,188 2.9
Silver Airways 78,863 19.8 93,257 22.4 67,604 14.2 42,852 12.6 45,410 6.9
United Airlines 11,120 2.8 28,409 6.8 42,921 9.0 34,751 10.2 83,321 12.6
Airport Total 398,592 100.0% 416,234 100.0% 475,034 100.0% 340,307 100.0% 659,321 100.0%
(1) Includes regional/commuter affiliates.
Source: Monroe County,Florida.
Airlines Serving the Airport
As of July 2022, a total of six passenger air carriers provided scheduled service at the Airport and
two all-cargo carriers also serve the Airport.
Passenger ServiceM All-Cargo Service
Allegiant Air Mountain Air Cargo(d/b/a FedEx)
American Airlines SKYWAY(d/b/a UPS)
Delta Air Lines
JetBlue Airways
Silver Airways
United Airlines
(1) Includes regional affiliates,where applicable.
Source: Monroe County,Florida.
Of the passenger air carriers currently serving the Airport, three have continually operated at the
Airport since Fiscal Year 2012: American Airlines, Delta Air Lines, and Silver Airways. United Airlines
served the Airport in[Fiscal Years]2012 and 2013. United suspended service in[Fiscal Years]2014 through
25009/006/02143124.DOCXv7 37
2016 but resumed service in [Fiscal Year] 2017. Allegiant Air and JetBlue Airways commenced service in
[Fiscal Year] 2021.
Historical Landed Weight
Landed weight is distributed among several carriers, with no carrier having more than half of
annual landed weight at the Airport during the period shown.American and Delta accounted for 75.0%of
landed weight at the Airport in Fiscal Year 2021.The other four passenger airlines combined accounted for
an additional 24.2% of landed weight during this same period and cargo carriers contributed 0.8% of the
total landed weight. In total, between Fiscal Years 2017 and 2019, landed weight for passenger airlines
increased approximately 13%. As a result of the COVID-19 pandemic, passenger airline landed weight
decreased by 10.0% between Fiscal Years 2019 and 2020 while cargo airline landed weight increased by
15.0%. In Fiscal Year 2021, cargo airline landed weight increased by an additional 16.9% over Fiscal Year
2020 levels at the Airport and passenger airline landed weight increased by 101.1%.
Historical Air Service
An airport's air service is often measured through the distribution of its O&D markets, which is a
function of air travel demands and the airport's available nonstop service. (international service does not
currently make up any of the Airport's air service). The following table presents data on the Airport's top
20 O&D airports for Fiscal Year 2021 followed by a historical table of origin and destination passengers.
[Remainder of page intentionally left blank]
25009/006/02143124.DOCXv7 38
Top 20 Domestic Origin and Destination Markets
(Fiscal Year 2021)
O&D Percentage of
Rank Market Passengers O&D Passengers Airlines
1 New York City(') 157 9.1% Delta,JetBlue,United
2 Washington,DC(2) 89 5.2 American,United
3 Philadelphia 85 5.0 American
4 Atlanta 84 4.9 Delta
5 Chicago(3) 72 4.2 American,United
6 Tampa 65 3.8 Silver
7 Boston(4) 64 3.7 JetBlue
8 Charlotte 57 3.3 American
9 Dallas(5) 57 3.3 American
10 Detroit 43 2.5 --
11 Orlando(6) 41 2.4 Silver
12 Houston(7) 33 1.9 United
13 Minneapolis 28 1.7 --
14 Pittsburgh 28 1.6 Allegiant
15 Nashville 28 1.6 Allegiant
16 Cincinnati 27 1.6 Allegiant
17 Cleveland 26 1.5 --
18 Indianapolis 25 1.5 Allegiant
19 Denver 24 1.4 --
20 Columbus 24 1.4 --
Other O&D Markets 661 38.4% --
Total Domestic O&D Passengers L720 100.0% --
(1) Includes John F.Kennedy International(JFK),Newark Liberty International(EWR),and LaGuardia
(LGA)Airports.
(2) Includes Ronald Reagan Washington National(DCA),Washington Dulles International(IAD),and
Baltimore/Washington International Thurgood Marshall(BWI)Airports.
(3) Includes O'Hare (ORD) and Midway(MDW)International Airports.
(4) Includes Boston Logan International(BOS),Manchester-Boston Regional(MHT),and Rhode Island
T.F. Green International(PVD)Airports,as well as Portland International Jetport(PWM).
(5) Includes Dallas Fort Worth International Airport(DFW) and Dallas Love Field (DAL).
(6) Includes Orlando International(MCO)and Orlando Sanford International(SFB)Airports.
(7) Includes George Bush Intercontinental Airport/Houston (IAH) and William P. Hobby (HOU)
Airports.
Source: Monroe County,Florida.
25009/006/02143124.DOCXv7 39
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Historical Aircraft Operations
Historical aircraft operations are defined as the arrival or departure of an aircraft. The following
table presents historical data on the Airport's aircraft operations.
Historical Aircraft Operations
(Fiscal Year Ended September 30)
General
Aviation/
Passenger Other Air Annual
Fiscal Year Airline All-Cargo Taxi Military Total Growth
2017 15,814 1,348 33,626 750 51,538
2018 16,818 11448 33,413 459 52,138 1.2%
2019 16,280 1,430 34,822 520 53,052 1.8
2020 13,278 1,645 29,564 442 44,929 (15.3)
2021 22,598 11923 39,168 439 64,128 42.7
Compound Annual
Growth Rate
2017—2021 9.3% 9.3% 3.9% (12.5)% 5.6%
Source: Monroe County,Florida.
Financial Information
PFCs. The Airport also receives PFCs from certain Collecting Carriers (as hereinafter defined), at
a rate of$4.50 per enplaned passenger at the Airport. PFCs are restricted to certain authorized amounts
and uses. See "THE COUNTY AND THE AIRPORT — Passenger Facility Charges" herein. The Eligible
PFCs are a source of security for the Series 2022 Bonds.
Non-Airline Revenues. In addition to generating revenues from airlines, the County receives
moneys from non-airline sources. The principal concessions and consumer services at the Airport are
automobile parking, rental cars and terminal concessions from food, beverage and sundries sales. The
County also derives revenues from advertising and ground transportation services. Each of the foregoing
constitute "Revenues" for purposes of the Bond Resolution. The County has a written policy for publicly
procuring and awarding concession and consumer service privileges at the Airport. Airport Management
specifies performance and operating standards in its agreements with concessionaires in furtherance of its
public service and revenue goals.
Revenues received by the County in connection with rental car services for Airport passengers are
the second largest source of Revenue at the Airport. The County receives privilege fees and rents
(associated with ready/return spaces, terminal counter space, and quick turnaround facilities) from rental
car companies serving Airport customers. Onsite Airport rental car brands currently include Alamo,Avis,
Budget,Dollar,Enterprise, Hertz and National.
Under substantially similar concession agreements ("RAC Agreements") with the County, these
companies pay the greater of a 10% of gross receipts or concession fee, or, minimum annual guarantee
("MAG"), and fixed space rentals and fees for use and occupancy of counters and offices located in the
25009/006/02143124.DOCXv7 41
Airside Terminal, and ready return parking spaces located in the parking garage. The RAC Agreements
expire on December 31, 2022. Airport management anticipates that the new rental car concession
agreements will be executed concurrent with the expiration of the RAC Agreements and will have
substantially similar fees and rental terms to the current RAC Agreements. If new concession agreements
are not made effective upon the expiration of the RAC Agreements,according to Airport management,the
terms of the RAC Agreements will remain in effect until new agreements are put into place.
Two of the On-Airport RACs,Avis and Hertz occupy and pay land lease rental for service facilities
which are located on the Airport.
There is currently one"off-site" rental car company(KWJA,Inc.)permitted by the County to pick
up and drop off customers in exchange for payment of a concession fee of 8.0%of gross rental car receipts.
Automobile parking is available in three locations on the Airport including the two-level parking
garage and a surface lot. The parking garage contains 150 public parking spaces and 152 rental car
ready/return parking spaces on the ground level, and 99 employee parking spaces on the second level
(uncovered). The surface lot is located to the west of the parking garage and contains approximately 69
parking spaces. The public parking facilities at the Airport are managed by Republic Parking System,LLC
(the "Parking Manager") under a management agreement with the County. Under the management
agreement,the Airport pays all expenses,plus a management fee and an incentive fee,if any,to the Parking
Manager. The current management agreement is for a period of five years and terminates June 30, 2024.
The County has a single option to extend the term of the management agreement for an additional two-
year period which will keep the management agreement in place until June 30,2026.
Food, beverage and retail concession revenues (Restaurant and Gift Shop) generated by the
Airport's food and beverage operator and retail operator represent percentage fees on gross revenues and
other fees paid to the County in exchange for the privilege of conducting its food and beverage, or retail
business at the Airport. The food and beverage concession is operated by Conch Flyer Concessions LLC
("Lessee") under an agreement it assumed in April 2016 and which originated in 1984 and expires on
January 22,2030. The Airport is currently negotiating an amendment to this agreement, which is expected
to include, among other things, an extension of the term of the agreement, relocation of premises to
Concourse A upon completion of the Series 2022 Project and provide for Lessee's investment in upfitting
the new Concourse A premises.
The Airport collects trip fees paid by taxi,limousine, and transportation network companies such
as Uber and Lyft ("TNCs") that connect paying passengers with drivers who provide the transportation
using their own commercial and non-commercial vehicles.The TNCs include Lyft and Uber which operate
under agreements which provide for a charge of $3.50 (in effect as of January 1, 2022 and July 1, 2022,
respectively) per pick-up at the Airport. The County requires that the other ground transportation
providers obtain a permit and pay a permit fee for the right to transport passengers arriving or departing
the Airport. The Airport does not have an agreement with Turo.
In the Fiscal Years 2020 and 2021, Revenues derived from rental cars were $1,446,639 and
$2,597,076,automobile parking totaled$290,968 and$420,034 and total revenues from terminal concessions
and restaurant were $413,149 and $741,848, respectively. Revenues from sources other than signatory
airlines represented over 73% with CARES funds and 52% without CARES of total Revenues received by
the County in Fiscal Years 2020 and 2021.
25009/006/02143124.DOCXv7 42
Historical Operating Results. The Audited financial statement of the County and the Airport for
Fiscal Year 2021 are set forth in Appendix B-1 and Appendix B-2,respectively, attached hereto.
The following table sets forth statements of Net Revenues determined in accordance with the Bond
Resolution,as excerpted from the audited financial statements,for fiscal years 2017 through and including
2021.
Historical Revenues,Expenses and Debt Service
Fiscal Years Ended September 30,2017-2021
(Unaudited)(')
2017 2018 2019 2020 2021(2)
REVENUES:
Airline Revenues:
Landing Fees $2,019,358 $1,544,296 $21210,141 $1,903,899 $3,335,948
Airline Terminal Rents 11820f649 11784,141 11988,022 11967,945 11639,351
Airline Security Charges 443,106 3421184 529,122 411,378 5941213
Total Airline Revenues $4,283,113 $3,670,621 $4,727,284 $4,283,222 $5,569,512
Non-Airline Revenues:
Rental Car Concessions $1,524,597 $1,417,653 $1,605,229 $11446,639 $2,597,076
Rental Car 426,992 393,801 398,111 384,344 607,713
Public Parking 419,381 447,326 438,609 290,968 420,034
General Aviation 221,824 222,586 228,214 229,407 307,142
Ground Transportation 262,193 258,110 389,853 203,220 405,516
Advertising 189,699 212,665 261,406 162,408 172,540
Restaurant 280,876 277,295 353,860 256,568 499,930
Gift Shop 195,299 210,495 215,136 156,581 241,918
Air Cargo(3) 34,936 17,754 21,929 32,804 25,032
Investment Income 22,168 36,871 96,717 59,747 18,331
Other Rents 298,234 421,823 452,480 460,234 444,387
CARES(4) 0 0 0 5,295,800 91063,499
Other Miscellaneous Revenue 21680 931 11,744 11,231 280,465
Total Non-Airline Revenues $3,878,879 $3,917,310 $41473,288 $8,989,950 $15,083,583
TOTAL REVENUES $8,161,992 $7,587,931 $9,200,573 $131273,173 $20,653,095
OPERATION AND MAINTENANCE
COSTS:
Personal Services $31053,037 $3,1551980 $31394,307 $31990,131 $3,089,416
Contractual Services,
Supplies/Materials&OtherN 2,1731798 11825,169 21393,946 2,295,026 31252,871
Security Services-MCSO(Net) 21198,441 2,3641910 21402,040 21384,817 31068,832
Total Operation and Maintenance
Costs(,) $7,425,276 $71346,059 $8,1901294 $8,669,974 $9,411,119
NET REVENUEM $736,716 $241,871 $1,010,279 $4,603,199 $11,241,976
DEBT SERVICEW N/A N/A N/A N/A N/A
DEBT SERVICE COVERAGE N/A N/A N/A N/A N/A
[Footnotes on following page]
25009/006/02143124.DOCXv7 43
�1> Revenues in the table above do not match those in the County's audited financial statements since
CARES funds, investment income related to the Airport's operations, and monies received from
court settlements were not classified as operational revenue for accounting purposes but are
considered a source of operational revenue pursuant to the Bond Resolution. Additionally,
Operation and Maintenance Costs do not match those in the County's audited financial statements
since depreciation and amortization are not considered an Operation and Maintenance Cost for
purposes of the Bond Resolution as well as expenditures incurred for the Airport's Noise
Improvement Program and other Airport-related miscellaneous operating and capital outlay
expenditures.
(2) The increase in general aviation revenues shown in Fiscal Year 2021 is primarily attributable to
fixed base operators fair market value rental adjustments implemented by the Airport.
(3) According to the Airport, the reduction in Air Cargo revenue is reflective of an unusual delay in
payment of cargo facility rentals resulting from a change in one of the air cargo operators.
(4) CARES amounts shown were applied by the County to Operation and Maintenance Costs.
(5) Includes amounts for County allocated overhead.
(6) The increase in Operation and Maintenance Costs is reflective of varying factors including
necessary staffing, utilities, insurance, supplies and materials, maintenance and repairs, security
services and other operating and maintenance requirements of the Airport.
(7) Amounts for Fiscal Year 2018, reflect negative impacts of Hurricane Irma on Airport operations.
Increases in Net Revenues in Fiscal Years 2020 and 2021 is a result of receipt of CARES funds.
Without such funds, Net Revenues would have been ($692,601) for the Fiscal Year 2020 and
$2,178,477 for the Fiscal Year 2021.
�g> The County issued the Interim Indebtedness on July 1, 2021. However, the County did not draw
on the Interim Indebtedness until , 20 . The Interim Indebtedness is expected to be
repaid prior to or at the closing of the Series 2022 Bonds.
Source: Report of the Airport Consultant attached as APPENDIX C hereto.
Management Discussion and Analysis
The table of Net Revenues above was prepared in accordance with the Bond Resolution and
includes only the Revenues and Operation and Maintenance Costs for the Airport.
The County Board of Commissioners has approved an Airport management policy to target days
cash on hand minimum of at least 365 days. For Fiscal Year 2021 the total days cash on hand equaled 385.
As of June 30,2022, the total days cash on hand is 557.
The Airport's estimated budget for Fiscal Year 2022 reflects total Operating Revenues of
approximately $12.2 million (excluding CARES funds) compared to actual Operating Revenues of $11.6
million in the Fiscal Year 2021 (excluding CARES funds). Budgeted Operation and Maintenance Costs are
estimated at approximately$9.7 million for Fiscal Year 2022 compared to actual$9.4 million in Fiscal Year
2021. The budgeted cost per enplaned passenger for Fiscal Year 2022 is $8.49 compared to a budgeted
amount of $13.19 in Fiscal Year 2027. The actual cost per enplaned passenger for Fiscal Year 2021 is
competitive and was $8.45. The actual cost per enplaned passenger for Fiscal Years 2017 through and
including 2021 is shown in the table below.
25009/006/02143124.DOCXv7 44
Historical Airline Cost Per Enplaned Passenger
FY 2017 FY 2018 FY 2019 FY 2020 FY 2021
Airline Payments
Landing Fees $2,019,358 $1,544,296 $2,210,141 $1,9031899 $31335,948
Airline Terminal Rents 1,820,649 1/784/141 11988,022 1,967,945 11639,351
Airline Security Charges 443,106 342,184 529,122 411,378 594,213
Total Airline Payments $4,283,113 $31670,621 $41727/284 $4,2831222 $5,569,512
Enplaned Passengers 398,592 416,234 475,034 340 f3O7 659,321
Airline Cost per Enplaned
Passenger $10.75 $8.82 $9.95 $12.59 $8.45
Source: Monroe County,Florida Airport Records.
Capital Improvement Program and Funding Sources (Excluding the Series 2022 Project)
The County has a five-year Capital Improvement Program (the "CIP") which is updated annually
with new projects added and existing projects reevaluated,prioritized, rescheduled or omitted depending
upon the current situation and predicted future needs of the Airport. The County's CIP for Fiscal Years
2023 through and including 2027 (the "Forecast Period") includes approximately $54 million in projects,
excluding the Series 2022 Project, and approximately $167 million in projects, including the Series 2022
Project. The County does not expect to issue any additional debt to finance the CIP,as outlined below. The
CIP is re-evaluated annually,and projects could be included/excluded based on demand and other factors.
The Airport believes there are sufficient funding sources,as outlined below,to fund the CIP.
Key components of the County's CIP(excluding the Series 2022 Project)expected to be undertaken
during the Forecast Period and the estimated costs of such key components are as follows:
[Remainder of page intentionally left blank]
25009/006/02143124.DOCXv7 45
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Environmental,Social,and Governance (ESG) Factors for the Series 2022 Project
The Series 2022 Project is designed to provide a highly efficient, economically prosperous,
environmentally responsible,healthy,and safe facility. The design considers energy efficiency,energy use
reduction, potable water use reduction, demolition and construction waste reduction, operational waste
reduction with increased recycling, increased interior environmental and air quality through selection of
durable, low maintenance, low/no volatile organic compound materials, increased daylighting, glare
reduction, and efficient building systems management. These considerations make the building more
energy efficient, reduce operational water consumption,improve indoor environmental quality, occupant
comfort, and building operations leading to a reduction of net operational and embodied carbon, CO2e
emissions and pollutants.
The following is a summary of the sustainable strategies intended to be included in the Series 2022
Project.
• Sensitive Land Protection:The Series 2022 Project is located on previously developed land.
The primary floor of the new concourse is raised 14 feet 6 inches above grade to avoid
potential overland flooding as well as sea level rise and storm surges.
• Access to Quality Transit: The Airport is served by ride share services such as taxis, Lyft,
Uber, Courtesy Shuttles, Key West Transit and Greyhound Transit. This reduces the
number of individual automobile trips to and from the Airport.
• Reduced Parking Footprint: No new parking is being added as part of The Series 2022
Project. The Series 2022 Project rather utilizes existing parking facilities. [ARE THERE
CHARGING FACILITIES?]
• Construction Activity Pollution Prevention: The Series 2022 Project will create and
implement an erosion and sedimentation control plan for all construction activities. The
plan must conform to the erosion and sedimentation requirements of the 2017 U.S.
Environmental Protection Agency ("EPA") Construction General Permitor local
equivalent,whichever is more stringent.
• Site Assessment:The Series 2022 Project design has been informed by and is responsive to
assessments of the site's topography,hydrology,climate,vegetation,soils,human use,and
health.
• Rainwater Management: The Series 2022 Project has been designed to meet the stringent
rainwater management requirements of the site.
• Heat Island Reduction: The Series 2022 Project reduces heat island effect as it provides
shading by the new concourse building onto the paved portions of the immediate site.The
rooftops of the new concourse buildings have high solar reflectance values and thereby
reduce heat island effect.
• Light Pollution Reduction: The Series 2022 Project intends to meet the maximum uplight
and trespass ratings for exterior lighting zone 4.
• Outdoor Water Use Reduction: The Series 2022 Project does not include an outdoor
irrigation system. The site area contains no vegetation or landscaping.
25009/006/02143124.DOCXv7 48
• Indoor Water Use Reduction: The predicted water use intensity for the Series 2022 Project
is reduced by 44%below the calculated baseline by using low flow fixtures appropriate for
the use of the facility.
• Optimize Energy Performance: The predicted energy use intensity for the Series 2022
Project has been reduced by 26% from the calculated baseline through the use of efficient
equipment and systems.
• Energy Metering: All whole building energy sources and individual energy end uses that
represent more than 10%of the total annual consumption of the building will be metered
separately. These would include lighting, cooling, power to passenger boarding bridges
and concessionaires.
• Renewable Energy: The project has considered the potential use of on-site renewable
energy to produce a portion of the facility's electrical energy needs. The south facing
concourse roof has been designed structurally to accommodate a potential installation of
a roof mounted photo voltaic solar panel array.
• Refrigerant Management:The Series 2022 Project intends to select Low Impact refrigerants
having an ozone depletion potential of zero and a global warming potential of less than
50.
• Construction and Demolition Waste Management:The Series 2022 Project is committed to
reducing construction and demolition waste by a minimum of 60%. This requirement is
included in the outline specifications. The plan will be developed by the construction
manager at risks' construction waste manager.
• Windstorm Resiliency: The Series 2022 Project will be built to withstand up to 200 mile
per hour winds.
Passenger Facility Charges
As part of the PFC Act, as implemented by the FAA pursuant to the PFC Regulations, the United
States Congress has authorized commercial service airports such as the Airport to collect passenger facility
charges from each paying passenger enplaned at such airport in the amount of$1.00,$2.00,$3.00,$4.00 or
$4.50, subject to certain limitations. Airport-related projects eligible for funding with passenger facility
charges are those that(a)preserve or enhance capacity, safety or security of the national air transportation
system, (b) reduce noise from an airport that is part of the system, or (c) provide an opportunity for
enhanced competition between or among air carriers or foreign air carriers. "Eligible airport-related
projects" include airport development or planning, terminal development, airport noise compatibility
measures and planning and construction of gates and related areas (other than restaurants, rental car
facilities,automobile parking or other concessions)for the movement of passengers and baggage. In order
to be eligible to impose passenger facility charges at levels of $4.00 or $4.50 a project must meet certain
additional requirements provided in the PFC Regulations. The PFC Act is subject to amendment and to
repeal by the United States Congress. The FAA may also amend the PFC Regulation. PFCs are collected
on behalf of airports by air carriers, certain foreign air carriers and their agents("Collecting Carriers").
The Collecting Carriers are authorized to withhold,as a collection fee(a)eleven cents per enplaning
passenger from whom passenger facility charges is collected and(b) any investment income earned on the
amount collected prior to the due date of the remittance. The Collecting Carriers remit passenger facility
25009/006/02143124.DOCXv7 49
charges to the Airport on a monthly basis. The PFC Act was amended in 1996 to provide that PFCs that
are held by a Collecting Carrier constitute a trust fund that is held for the beneficial interest of the eligible
agency imposing the fee and that the Collecting Carrier holds neither a legal nor equitable interest in the
PFCs, except for any handling fee or retention of interest collected on unremitted proceeds. In addition,
PFC Regulations require Collecting Carriers to account for PFCs collections separately and to disclose the
existence and amount of funds regarded as trust funds in financial statements. The Collecting Carriers,
however, are permitted to commingle PFCs collections with the carriers'other sources of revenue.
PFCs may be used, subject to applicable regulations, either to pay debt service on all or a portion
of bonds secured by, or payable from, PFCs or to pay for eligible capital improvements on a year-to-year
basis,as specified in the applicable approval from the FAA.
PFC applications for specific projects are approved by the FAA in specific total amounts and the
County may impose the designated passenger facility charges only until it collects the authorized total
amount. Interest earnings on the collections are treated as collections for purposes of the authorized total.
The Airport has imposed PFCs since January 1992. The Airport has received approval from the FAA to
collect and use PFCs under twenty applications for a total of$142,983,806 in collection authority. Through
September 30, 2021, PFCs received by the Airport, including investment earnings, totaled $29,731,843
(unaudited),of which$27,507,404 (unaudited)had been expended on approved project costs. The Airport
is currently authorized to collect PFCs at a rate of$4.50 per enplaned passenger. PFC Application No. 19,
approved January 2022,included$2.7 million for design costs for the[Series 2022 Project].On July 11,2022,
the Airport received FAA approval for PFC Application #20, providing $106.3 million in collection
authority to fund debt service for the [Series 2022 Project] at the$4.50 level.
Currently, the Airport's PFC approvals authorize(but do not require) the use of PFCs to pay debt
service on any bonds issued to finance PFC approved projects.
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25009/006/02143124.DOCXv7 50
The following table sets forth the PFCs collected at the Airport Fiscal Years ended 2017 through
and including 2021:
Passenger Facility Charges
Fiscal Year Ended PFCs
September 30 Collected
2017 $1,5191096
2018 11589,189
2019 1,859,426
2020G) 11681,104
2021 2,6481832
2022(2) 2,8561852
(1) COVID-19, which began impacting the U.S. in March, 2020, and the resultant government
measures and changes in passenger travel behavior resulted in significant reductions in
passenger traffic in Fiscal Year 2020 when compared to Fiscal Year 2019. See "CERTAIN
INVESTMENT CONSIDERATIONS—Coronavirus(COVID-19)"herein for more information.
(2) Includes collections for the first 10 months of the fiscal year.
Source: Report of the Airport Consultant attached as APPENDIX C hereto.
Federal and State Grants
The Airport and Airway Improvement Act of 1982 created the Airport Improvement Program(the
"AIP"),which is administered by the FAA and funded by the Airport and Airway Trust Fund. This fund
is financed by various federal aviation user taxes. Grants are available to airport operators across the
country in the form of"entitlement" funds and"discretionary" funds. Entitlement funds are apportioned
annually based upon cargo volume and enplaned passengers, and discretionary funds are available at the
discretion of the FAA based upon a national priority system. Actual entitlement funds will vary with the
actual number of passenger enplanements and cargo volume, with total appropriations for the AIP and
with any revision of the existing statutory formula for calculating such funds. The AIP grant program is
subject to periodic reauthorization and appropriation by Congress. Congress passed the FAA
Reauthorization Act of 2018 in October 2018 reauthorizing the FAA for Fiscal Years 2019 to 2023 and
providing a total of $97 billion in funding. If not reauthorized in 2023, the AIP could be affected by
automatic across-the-board spending cuts,known as sequestration. As a result, there can be no assurance
that the FAA will receive spending authority and the Authority is unable to predict the level of available
AIP funding it may receive. Pursuant to the PFC Act(as defined herein) and the Aviation Investment and
Reform Act for the 21St Century, an airport's annual federal entitlement grants are reduced by 50%
following the imposition of PFCs at the $3.00 level and by 75% following imposition at the $4.00 or $4.50
level.
TSA has implemented congressionally mandated security fees to help finance the increased cost of
securing the nation's aviation transportation system. The revenue generated from these security fees is
utilized to help ensure the safe and efficient flow of people and commerce. The passenger fee,also known
as the September 11 security fee, is collected by air carriers from passengers at the time air transportation
is purchased. Air carriers then remit the fees to TSA. The fee is currently $5.60 per one-way trip in air
transportation that originates at an airport in the U.S., except that the fee imposed per round trip shall not
exceed$11.20.
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FDOT implemented the Aviation Grant Program for certain aviation projects. FDOT matches FAA
AIP grants at 12.5%for large hub airports and may match airport expenditures for projects not funded by
FAA AIP at 50%. The Florida Legislature first used aviation fuel taxes imposed on aviation fuel sales to
fund airport projects in 1983. The Florida Aviation Grant program was established to assist with aviation
related projects. The Florida Strategic Intermodal System program funds projects that enhance the rail,
road, airport and seaport systems. As the aviation fuel sales are dependent upon the industry as a whole,
revenues generated and subsequent grants awarded are subject to a variety of potential conditions that
may impact the annual fees generated.
The Airport has received a Commitment Letter dated May 27,2022 from FDOT in the approximate
amount of$38.9 million of FDOT grant funds for the period shown below and has identified this amount
to fund a portion of the Series 2022 Project. Amounts to be received include the following:
FDOT Funding-Series 2022 Project
(State Fiscal Year Ending June 30)
2022 2023 2024 2025 2026
$3,737,000 $6,157,371 $9,907,000 $10,000,000 $10,0001000
Contributed Capital Received by County
During Fiscal Years 2017-2021 (unaudited)
(in millions)
2017 2018 2019 2020 2021
Federal Sources $5,372,403 $19,448,877 $5,724,581 $161702,137 $17,256,989
State Sources 894,107 2,454,975 829,941 11747,040 5,054,071
Source: Monroe County,Florida.
No assurance can be given that federal or state sources of funds will actually be received in the
amounts or at the time contemplated by the County. See "CERTAIN INVESTMENT
CONSIDERATIONS-FAA The Federal Budget and Sequestration"herein for more information regarding
federal grants.
Retirement Plan and Other Post-Employment Benefits
Retirement Plan. The County participates in the Florida Retirement System (the "FRS"), a cost
sharing, multiple-employer public employee retirement system which covers all full-time and part-time
employees. The FRS is contributory and is administered by the State of Florida. The FRS also provides
for early retirement at reduced benefits and death and disability benefits. These benefit provisions and all
other requirements are established by Chapters 112 and 121, Florida Statutes. Beginning in 2002, the
FRS became one system with two primary plans, a defined benefit pension plan(the "FRS Pension Plan")
and a defined contribution plan alternative to the defined benefit plan known as the Public Employee
Optional Retirement Program (the "FRS Investment Plan"). Since year 2012, the State mandated that
employees contribute 3% of pay to the FRS Pension Plan. The FRS offers several other plan and/or
investment options that may be elected by the employee. Each offers specific contribution and benefit
options. The FRS plan documents should be referenced for complete details of these options and benefits.
25009/006/02143124.DOCXv7 52
See"APPENDIX A-GENERAL INFORMATION REGARDING MONROE COUNTY,FLORIDA"attached
hereto.
Participating employers must comply with the statutory contribution requirements. Section
121.031(3), Florida Statutes, requires an annual actuarial valuation of the FRS Pension Plan, which is
provided to the Florida Legislature as guidance for funding decisions. Employer contribution rates under
the uniform rate structure (a blending of both the FRS Pension Plan and FRS Investment Plan rates) are
recommended by the actuary but set by the Florida Legislature. For Fiscal Years 2021, the Airport's
contributions totaled$318,603.
See Note 6 to the Airports Financial Statement for the year ended September 30, 2021 for more
information regarding the FRS plans. Additional information is also provided in "APPENDIX A -
GENERAL INFORMATION REGARDING MONROE COUNTY,FLORIDA." A copy of the FRS's June 30,
2021 annual report can be obtained by writing to the Division of Retirement, P.O. Box 9000, Tallahassee,
Florida 32315-9000, or by phone (850)488-5706.
Other Post-Employment Benefits. The County provides post-retirement health care benefits,
through participation in the GHPLC Plan, to all employees who retire from the County. The GHPLC
provides medical,dental,vision and life insurance benefits("OPEB")to County retirees and their spouses.
As of September 30, 2021, the date of the latest actuarial valuation, plan participation consisted of 550
current active plan members and 425 retirees and beneficiaries receiving postemployment health care
benefits.
The Actuary determined the Airport's actuarial accrued liability related to OPEB, which
approximates the present value of all future expected postretirement life and medical premiums and
administrative costs which are attributable to the past service of those retired and active employees, at
$597,000 as of Fiscal Year 2021. The Actuary also determined the Airport's annual required contribution
("ARC"), which is the portion of the total accrued actuarial liability allocated to the current Fiscal Year
needed to pay both normal costs(current and future benefits earned)and to amortize the unfunded accrued
liability (past benefits earned,but not previously provided for), to be $45,700 as of Fiscal Year 2021. The
calculation of the accrued actuarial liability and the ARC is, by definition and necessity, based upon a
number of assumptions, including interest rate on investments, average retirement age, life expectancy,
healthcare costs per employee and insurance premiums, many of which factors are subject to future
economic and demographic variations.
See Note 5 to the Airport's Financial Statement for the year ended September 30, 2021 for more
information regarding the other post-employment benefits. Additional information is also provided in
"APPENDIX A-GENERAL INFORMATION REGARDING MONROE COUNTY,FLORIDA."
INFORMATION CONCERNING THE SIGNATORY AIRLINES
General
Each Signatory Airline (or its respective parent corporation) serving the Airport is subject to the
information reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance therewith, must file reports and other information with the Securities and Exchange
Commission (the "Commission"). Certain information, including financial information as of particular
dates concerning each such Signatory Airline or its respective parent corporation, is disclosed in reports
and statements filed with the Commission. In addition,certain non-signatory airlines may also file reports
and information with the Commission. Such reports and statements can be inspected in the Public
25009/006/02143124.DOCXv7 53
Reference Section at the SEC Headquarters, 100 F Street, N.E., Washington, DC 20549, and copies of such
reports and statements can be obtained from the Public Reference Section at prescribed rates. The SEC also
maintains a website that contains reports,proxy and information statements and other written information
regarding companies that file electronically with the SEC. The address of the website is
htt-p://www.sec.gov. In addition, each domestic airline is required to file periodic reports of financial and
operating statistics with the United States Department of Transportation. Such reports can be inspected at
the following location: DOT Dockets Office,Research and Innovative Technology Administration,Bureau
of Transportation Statistics, 1200 New Jersey Avenue, S.E., Room W12-140, Washington, D.C. 20590 and
copies of such reports can be obtained from the United States Department of Transportation at prescribed
rates. Foreign flag airlines are not required to file financial reports or operating statistics with the United
States Department of Transportation. THE COUNTY HAS NO RESPONSIBILITY FOR THE
COMPLETENESS OR ACCURACY OF INFORMATION AVAILABLE FROM THE ABOVE-MENTIONED
SOURCES.
Signatory Agreement
An agreement between the County and all passenger airlines serving the Airport became effective
October 1, 2021 ("Signatory Agreement"). Allegiant Air, American Airlines, Delta Air Lines, JetBlue
Airways,Silver Airways and United Airlines have executed the Signatory Agreement and are,collectively,
the "Signatory Airlines." There are currently no non-signatory airlines operating scheduled passenger air
service at the Airport. The term of the Signatory Agreement extends to September 30,2026. Failure to enter
into an extended or new Signatory Agreement will not relieve the County from any of its obligations under
the Bond Resolution,including the rate covenant.
The Signatory Agreement sets forth the rights and obligations of the parties as well as the
procedures for calculating airline rentals, fees and charges for the use and occupancy of the arrivals
terminal and the departures terminal buildings and the Airfield.
The Signatory Agreement also sets forth procedures for the establishment,review and adjustment,
at least annually,of rentals,fees and charges payable by the Signatory Airlines and other airlines operating
from the Terminal Complex and the Airfield ("Airline Rates and Charges") and provides for mid-year
adjustments,if necessary,and an annual settlement based upon actual costs and activity.The Airline Rates
and Charges are calculated under what is referred to as a compensatory method and are set based upon
the projected activity and budgeted annual cost to the County of providing and operating the Airfield and
those facilities of the Terminal Complex used by the airlines in processing their passengers through the
Terminal Complex. The County is required to pay for the non-airline areas of the Airport with non-airline
revenue.
Each Signatory Airline is obligated to airline rents, fees and charges totaling a minimum annual
commitment of$450,000 during the term of the Signatory Agreement.
REPORT OF THE AIRPORT CONSULTANT
Scope of the Report
The Report presents the analysis undertaken by Newton & Associates, Inc. in conjunction with
Ricondo&Associates,Inc. (collectively,the"Airport Consultant")to demonstrate the ability of the County
to comply with the requirements of the Bond Resolution on a pro forma basis for the Forecast Period based
on the assumptions regarding the issuance of the Series 2022 Bonds and the 2022 Project. In developing its
analysis, the Airport Consultant has reviewed historical trends and formulated projections, based on the
25009/006/02143124.DOCXv7 54
assumptions put forth in the Report, which have been reviewed and agreed to by the County, regarding
the ability of the County to generate demand for air service,the trends in air service and passenger activity
at the Airport, and the financial performance of the Airport.
To develop the pro forma analysis of the County's financial performance, the Airport Consultant
reviewed the agreements that establish the business arrangements between the Airport and its various
tenants, including but not limited to the commercial airlines serving the Airport. The Airport generates the
majority of its Revenues from commercial airlines and private aircraft operators through airfield usage fees
and various rentals for terminal and other spaces;fees and rents assessed to concessionaires providing various
goods and services to passengers and other users of Airport facilities; fees and rents assessed to rental car
operators serving the Airport;and fees for public parking and commercial vehicle access to Airport facilities.
These revenues are in large measure driven by passenger demand for air service from the Airport,which is a
function of national and local economic conditions,and the ability and willingness of the commercial airlines
to supply service at a level commensurate with this demand. Thus, the Airport Consultant reviewed the
historical relationships between economic activity and demand for air service and the financial performance
of the Airport based on forecasted demand. In 2020, the airline industry and the Airport experienced
significant changes resulting from the COVID-19 pandemic and efforts to contain it. The Airport
Consultant's review of activity included considerations on the effect of the COVID-19 pandemic on airline
travel, and the airlines' provision of air service going forward after COVID-19. Based on this historical
review, the Airport Consultant developed assumptions regarding these factors and relationships through
the Forecast Period, which provide the basis for the forecasts of passenger activity and the projections of
financial performance presented in the Report attached hereto as APPENDIX C.
The financial analysis described in the Report includes a Forecast Period through Fiscal Year 2027.
The techniques and methodologies used by the Airport Consultant in preparing the Report are
consistent with industry practices for similar studies in connection with the issuance of airport revenue
bonds. While the Airport Consultant believes that the approach and assumptions used are reasonable,
some assumptions regarding future trends and events discussed in the Report, including,but not limited
to, the implementation schedule of the 2022 Project, the forecasts of passenger-related activity, and the
projections of financial performance, may not materialize. Therefore, actual performance will likely differ
from the projections set forth in the Report,and the variations may be material. See APPENDIX C attached
hereto.
Summary of Financial Analysis and Assumptions
Results of the financial analysis presented in the Report are summarized below:
Total annual enplaned passengers are forecast to grow from 739,504 in Fiscal Year 2022 to
781/909 by Fiscal Year 2027.To reflect the expected rebalancing of airline capacity as COVID-19 pandemic-
related factors diminish and the demand for business travel and long-haul international travel returning,
enplaned passengers are forecast to decrease from Fiscal Year 2022 level to 704,628 in Fiscal Year 2023 (-
4.7%). Thereafter, enplaned passengers are forecast to rebound by 3.8%in Fiscal Year 2024 (731,316) and
then reach 781,909 in Fiscal Year 2027.
The average seats per departure is expected to increase due in large part to the forecast
growth in market share of Allegiant.Allegiant operates the Airbus A319 on all routes serving the Airport
with a dense, all-economy configuration of 156 seats,which is 77%higher than the average 88.2 seats per
departure for all flights departing the Airport in Fiscal Year 2021.Average seats per departure are forecast
to increase to 95.9 in Fiscal Year 2027.
25009/006/02143124.DOCXv7 55
Airline revenues comprise revenues derived from landing fees, Terminal rents, and
security fees, paid by the passenger airlines operating at the Airport. Collectively, airline revenues are
projected to continue to represent the largest source of revenue generated at the Airport. Airline revenues
are based on a combination of airline activity levels and the airline rates and charges imposed by the
County and paid by the airlines pursuant to the Signatory Agreement. The Signatory Agreement
prescribes a rate setting methodology which is a compensatory, cost recovery based methodology.
Therefore,projected airline revenues over the Forecast Period are based,in part, on anticipated increases
in Operation and Maintenance Costs and capital improvements made to airline facilities including the
Terminal and Airfield. Anticipated Operation and Maintenance Costs increases would include general
price level increases over existing Operation and Maintenance Costs levels and increases resulting from
the larger Terminal facility produced by the Series 2022 Project. Capital improvements which would
impact the airline facilities would include the Series 2022 Project(debt service on the 2022 Bonds)and any
other improvements which may be completed by the County during the Forecast Period. Because the
County;however, anticipates paying the majority of 2022 Bonds debt service with Eligible PFCs, airline
rates and charges are not expected to increase significantly as a result of financing the Series 2022 Project
with the Series 2022 Bonds. If in any year;however, Eligible PFCs are insufficient to pay the Series 2022
Bonds debt service in full,airline rates and charges may be adjusted by the County to include the amount
of Series 2022 Bonds debt service allocable to the airline rate base.
Upon its completion, the Series 2022 Project will provide additional and enhanced food,
beverage and retail facilities at the Airport. Most notably the majority of the food, beverage and retail
offerings will be located on the secure side (beyond the passenger security checkpoint) of the Terminal.
The new food and beverage facilities will be located adjacent to the passenger boarding holdrooms and
therefore will provide travelers additional opportunities to purchase and consume food and beverage and
purchase merchandise. This should increase the level of revenue per enplanement generated by these
concessions. According to the Airport,the number of food,beverage and retail locations will be increased
in the new passenger concourse, and product offerings will be significantly enhanced. As a result, the
Airport expects that total food,beverage and retail concession revenues will experience a 20%increase in
Fiscal Year 2025, the first year the new facilities are expected to be operational. Based on the estimated
Fiscal Year 2022 revenue per enplaned passenger generated by food,beverage and retail concession and
the increase anticipated as a result of the new concession facilities opening in Fiscal Year 2025,restaurant
concession revenues are projected to grow from $649,768 in Fiscal Year 2022 to $824,433 in Fiscal Year
2027,and Gift Shop concession revenues are projected to increase from$244,474 in FY 2022 to$310,191 in
Fiscal Year 2027.
Based upon the projected level of revenue passengers during the Forecast Period, the
County is expected to collect an estimated $2,856,852 in PFCs during Fiscal Year 2022, growing to an
estimated$2,889,939 in Fiscal Year 2025 (date of beneficial occupancy of the Series 2022 Project) and then
to an estimated$3,020,672 in Fiscal Year 2027.
The projections of enplaned passengers and aircraft operations in the Report were based on several
underlying assumptions,including the following:
Activity at the Airport will not be constrained by facilities,or lack thereof.
A prolonged contraction of demand for air travel increases the likelihood of structural
changes to the airline industry. These structural changes may include airline bankruptcies and failures,
consolidations, and hub closures or other network changes. No bankruptcies, or consolidations are
25009/006/02143124.DOCXv7 56
incorporated into the projections. New airline alliances, should they develop, would be restricted to code-
sharing and joint frequent flyer programs,and they would not reduce airline competition at the Airport.
For the analyses, and like the FAA's nationwide forecasts,it was assumed that there will be
no terrorist incidents during the Forecast Period that would have significant,negative,or prolonged effects
on aviation activity at the Airport or nationwide.
Additional economic disturbances will occur during the Forecast Period, causing year-to-
year variations in airline traffic. However,traffic at the Airport and nationwide is projected to increase over
the long-term.
It is assumed that no additional major "acts of God"that may disrupt the local,national or
global airspace system or negatively affect aviation activity will occur during the Forecast Period.
Long-term growth was modeled on pre—COVID-19 socioeconomic variables with long-term
economic growth estimates assumed to return to projected socioeconomic performance as enplaned
passengers return to pre-COVID-19 activity levels(i.e.,Fiscal Year 2019).
COVID-19 Recovery
The severity and duration of the downturn in air travel demand, as well as the timing, pace, and
length of the recovery, are uncertain. Enplaned passengers surpassed Fiscal Year 2019 volumes in Fiscal
Year 2021. Enplaned passengers are forecast to increase in Fiscal Year 2022,in line with scheduled capacity
growth. A slight decrease in enplaned passengers is forecast to occur in Fiscal Year 2023 due to airlines
rebalancing capacity across their route networks as COVID-19 pandemic related factors diminish and
demand for business travel and long-haul international travel returns. Enplaned passengers are forecast
to increase starting in Fiscal Year 2024. Activity levels are expected to remain significantly higher than 2019
levels through the Forecast Period, as it is expected that growth which occurred in recent years is
sustainable due to increased awareness of the Key West market and airlines' continued service levels even
as demand has returned in other leisure markets. The development of the recovery projections
incorporated the following assumptions and factors in the Report:
• While the widespread deployment of effective vaccines to inhibit COVID-19 infection and
treatments for illness have recently mitigated the severity of the COVID-19 pandemic,new variants of the
COVID-19 virus may emerge and the full duration of the global COVID-19 pandemic and the resulting
impact on air travel remains unknown. It is assumed that the emergence of any new variants of the COVID-
19 virus would not result in as severe a reduction in air service as that experienced at the onset of the
COVID-19 pandemic.
• Transborder travel restrictions have impacted demand for international travel and in some
cases has shifted demand to domestic markets. The timeline for lifting these restrictions is unknown and
the United States and other countries may impose new restrictions (or reinstate restrictions that have been
lifted) if new surges of COVID-19 infections emerge. It is assumed a progressive reduction in travel
restrictions will occur, or the efficiency and availability of approaches to meet travel requirements will
advance. In June 2022,the U.S. lifted testing restrictions for incoming travelers.
• Airlines have retired certain aircraft types from their operating fleets since the onset of the
COVID-19 pandemic. Changes in fleet mix and average aircraft size could influence airline allocations of
capacity to markets and change the number of operations required to accommodate passenger demand.
25009/006/02143124.DOCXv7 57
• Supply side factors, including slower than anticipated delivery of new aircraft as well as
labor shortages,may limit airlines' ability to quickly restore capacity as demand returns.
• A prolonged contraction of demand for air travel increases the likelihood of structural
changes to the airline industry. These structural changes may include airline bankruptcies and failures,
consolidations,and hub closures or other network changes.These types of changes are not assumed in the
forecast.
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Projected Net Revenues and Debt Service Coverage
Using the assumptions described above and in APPENDIX C attached hereto, the Airport
Consultant developed projections of revenues, expenses, debt service and debt service coverage for the
Forecast Period as shown in the table below.
Estimated
FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 FY 2027
GROSS REVENUES:
Airline Revenues:
Airline Landing Fees $3,037,971 $3,169,334 $3,321,744 $3,439,755 $3,826,219 $3,797,274
Airline Terminal Rents 21166,949 21229,335 2,352,541 4/165,652 4,592,685 4,516,469
Airline Security Charges 1,076,770 1,524,153 1,630,844 1/745,003 1/411/426 1,510,226
Passenger Boarding Bridge
Charges 0 0 0 245,000 262/150 490,501
Total Airline Revenues $6,281,689 $6,922,823 $7,305,129 $9,595,410 $10,092,479 $10,314,469
Non-Airline Revenues:
Rental Car Concessions $2,900,000 21763,233 $2,867,891 $2,9331587 $2,999,836 $3,066,295
Rental Car Rents $661/266 914,101 $9141101 $9141101 $914/101 $914,101
Public Parking 550,000 633,561 657,558 672,621 687,810 703/048
General Aviation 309,000 318/270 327,818 337,653 347,782 358,216
Ground Transportation 450,000 428/778 445,018 455,212 465,492 475,804
Advertising 200/000 190/568 197/786 202,316 206/885 211,469
Restaurant 649,768 619/124 642,574 788/752 806/564 824,433
Gift Shop 244,474 232,944 241,767 296/766 303/468 310,191
Air Cargo 25,679 29,206 30,645 31,619 35,055 34,689
Other Rents 538,734 554,896 571,543 588,689 606/350 624,540
CARES 640,701 0 0 0 0 0
Other Miscellaneous Revenue 11500 11500 1,500 1,500 1,500 11500
Total Non-Airline Revenues $7,171,122 $6,686,181 $6,898,200 $7,222,816 $7,374,845 $7,524/286
Total Gross Revenues $13,452/812 $13,609,004 $14,203,328 $16,818/225 $17,467,324 $17,838,755
OPERATION AND MAINTENANCE COSTS:
Personal Services $3,881,961 $4,076,059 $4,279,862 $4,493,855 $4,718,548 $4,954,475
Contractual Services,
Supplies/Materials&Other 3,096,262 3,313,000 3,544,910 3,793,054 4,058,568 4,342,668
Security Services-MCSO(Net) 2,284,733 2,444,664 2,615,791 2,798,896 2,994,819 3,204,456
Transfers-County Overhead 477,280 510,690 546,438 584,689 625,617 669,410
$9,740,236 $10,344,413 $10,987,001 $11,670,494 $12,397,551 $13,171,009
Estimated Incremental Operation
and Maintenance Costs-2022
Project $0 $0 $0 $1,216,461 $1,346,452 $1,429,137
Total Operation and
Maintenance Costs $9,740,236 $10,344,413 $10,987,001 $12,886,955 $13,744,003 $14,6001146
NET REVENUES $3,712,576 $3,264,591 $3,216,327 $3,931,271 $3,723,321 $3,238,609
PFC Eligible Revenues $0 $0 $0 $2,600,000 $2,6001000 $2,600,000
Amount Available for Debt Service $3,712,576 $3,264,591 $3,2161327 $6,531,271 $6,323,321 $5,838,609
Debt ServiceM $0 $0 $0 $2,6121000 $2,458,250 $21455,750
Debt Service Coverage(2) N/A N/A N/A 2.50x 2.57x 2.38x
Subordinate Debt Service(3) $0 $12,000 $12,000 $167,500 $323,000 $323,000
Remaining Revenue $3,712,576 $3,252/591 $3,2041327 $3,751,771 $3,542,071 $3,059,859
[Footnotes on following page]
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�1> Interest on the Series 2022 Bonds is capitalized through October 1,2024. Debt service payments on
the Series 2022 Bonds do not begin until Fiscal Year 2025.
(2) See"SECURITY AND SOURCES OF PAYMENT FOR THE BONDS—Rate Covenant"herein.
(3) Estimated payments on the 2022 Line of Credit. See"THE SERIES 2022 PROJECT AND PLAN
OF FINANCE"herein for more information.
Source: Report of the Airport Consultant attached hereto as APPENDIX C.
Conclusions of the Airport Consultant
1. Based on the analyses set forth in the Report,Net Revenues and Eligible PFC Revenues in
each year of the Forecast Period are expected to be sufficient to comply with the requirements of the rate
covenant established in the Resolution.
2. The Airport Consultant believes that the range of cost per enplaned passenger included
within the Report is reasonable, considering historical cost per enplaned passenger levels, the physical
scope and cost of the Series 2022 Project, and forecast Operation and Maintenance Costs estimated to be
required after completion of the Series 2022 Project
CERTAIN INVESTMENT CONSIDERATIONS
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 2022 Bonds and the sufficiency of the Pledged Funds expected to be generated by the Airport.
This section is not meant to be a comprehensive or definitive discussion of the risks associated with an
investment in the Series 2022 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
2022 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 2022 Bonds. There can be no assurance that other
investment considerations not discussed herein will not become material in the future.
Limited Obligations
The Series 2022 Bonds,together with the Parity Bonds and any Additional Parity Bonds,when and
if issued,are limited special obligations of the County payable from,and equally and ratably secured by, a
lien on the Pledged Funds, including the Net Revenues. No mortgage of any of the physical properties
forming a part of the Airport or any lien thereon or security interest therein has been given. The Series
2022 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 2022 Bonds. See"SECURITY FOR THE BONDS"in this document.
Factors Affecting Air Transportation Industry
The generation of Revenues is heavily dependent on the volume of the commercial flights, the
number of passengers, and the amount of cargo processed at the Airport. All three are dependent upon a
wide range of factors including: (1) local, national and international economic conditions, including
international trade volume, (2)regulation of the airline industry, (3)passenger reaction to disruptions and
delays arising from security concerns and government shutdowns, (4) airline operating and capital
expenses, including security, labor and fuel costs, (5) environmental regulations, (6) the capacity of the
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national air traffic control system, (7) currency values and (8) world-wide infectious diseases (e.g., Ebola,
SARS and COVID-19). The airline industry has faced and will continue to face economic challenges,
reflecting both increased costs and overall economic conditions. As a result, airlines have faced major
financial losses and,in some cases,bankruptcy. See"Airline Economic Considerations Airline Bankruptcies"
under this caption. Increased costs and other factors arising from the September 11, 2001 terrorist attacks
and related regulatory reaction are discussed separately below in"Security Requirements."Other particular
factors are discussed below.
Airline Economic Considerations
Overview
The financial strength and stability of airlines serving the Airport will affect future airline traffic.
Prior to 2020,and for the last nine years,the U.S. airline industry has been profitable,following 10 years of
stagnation during which carriers accumulated combined losses of$50 billion. To mitigate such losses,U.S.
carriers merged, reduced their route networks and flight schedules, and negotiated with employees,
lessors, and vendors to cut costs. These cost mitigation tactics have often occurred within the context of
certain carriers' Chapter 11 federal bankruptcy proceedings. In the last 15 years, the mega-mergers have
consisted of Delta and Northwest in 2008, Southwest and AirTran in 2010 and United and Continental in
2010. The most recent mega-merger is that between American Airlines and U.S.Airways in December 2013
and on a lesser scale, Virgin America and Alaska Airlines merged in 2018. On February 7, 2022, Spirit
Airlines and Frontier Airlines announced their intention to merge in the second half of 2022, pending
government approvals. On March 29, 2022, JetBlue made an unsolicited offer to acquire Spirit, and
subsequently launched a tender offer and a proxy contest in connection with Spirit's proposed merger with
Frontier. On July 27,2022,Frontier and Spirit called off the proposed merger and on July 28,2022,JetBlue
and Spirit reached an agreement for JetBlue to purchase Spirit. Neither Spirit nor Frontier currently serves
the Airport. Consolidation across the industry has resulted in the realignment of several airline route
networks as airlines have sought efficiencies in their service. Further consolidation of the US airline
industry could affect the capacity offered at the Airport and could alter the competitive landscape.
Largely as a result of consolidations, U.S. scheduled air carriers' overall domestic capacity, as
measured by available seat miles,declined 10.3%from 2007 to 2009 with the 2007 measurement as the high
and the 2009 measurement as the low.By 2015,domestic capacity by U.S.scheduled carriers had recovered
back to the 2007 level and by June 2019 domestic capacity had increased to 18.1%above 2007,as measured
by available seat miles. By comparison, international capacity for U.S. air carriers has increased 20.3%
between 2007 and June 2019, as measured by available seat miles.
The price and availability of jet fuel are critical and uncertain factors affecting airline operating
economics. The price of oil and the associated cost of jet fuel is the largest single cost affecting the airline
industry. The volatility in jet fuel prices,which track just above crude oil prices,has significantly affected
airlines' operating costs over the past several years. The price of jet fuel peaked in the second quarter of
2008 to just below$180.00 per barrel, as contrasted with the price of$45.38 per barrel as of August 7,2020
with an$46.30 per barrel and as of March 2022 reached$125 per barrel.
Fuel costs are expected to remain volatile and may affect future increases in passenger traffic,
which depend on stable international conditions as well as national and global economic growth. Any
resumption of financial losses could force airlines to further retrench,merge,consolidate,seek bankruptcy
protection,discontinue marginal operations,or liquidate.The restructuring,merging,or liquidation of one
or more of the large network airlines could drastically affect air service at many connecting hub airports,
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offer business opportunities for the remaining airlines, and change air travel patterns throughout the U.S.
and the world aviation system.
Although fuel cost is of major importance to the airline industry, future prices and availability are
uncertain and fluctuate based on numerous factors. These can include supply-and-demand expectations,
geopolitical events, fuel inventory levels,monetary policies,regulatory efforts to reduce aircraft emissions
and economic growth estimates. Historically,certain airlines have also employed fuel hedging as a practice
to provide some protection against future fuel price increases. While fuel hedging has generally not been
used by airlines in recent years,it remains as a potential option to mitigate fuel cost risk.
Airline Bankruptcies
Airlines using the Airport may file for protection under U.S. or foreign bankruptcy laws, and any
such airline (or a trustee on its behalf) would usually have the right to seek rejection of any executory
airport lease or contract, including a Signatory Agreement, within certain specified time periods after the
filing, unless extended by the bankruptcy court. In addition, during the pendency of a bankruptcy
proceeding,a debtor airline using the Airport typically may not, absent a court order,make any payments
to the County either on account of services provided to the airline prior to the bankruptcy filing date or the
airline's use of airport facilities prior to the bankruptcy filing date(such services or use being referred to as
"pre-petition" items). Thus, the County's stream of payments from a debtor airline may be interrupted to
the extent such payments are for pre-petition items,including any accrued rent,landing fees,aviation fees,
and PFCs. For any domestic or foreign airline not intending to continue operating at the Airport,the airline
will likely reject all contracts, including a Signatory Agreement, with the Airport, and the Airport's
recovery of amounts owed to it under the contracts prior to the filing date will typically be limited to the
security deposits on hand for that airline and the percentage distribution of the airline's assets that all
creditors receive at the conclusion of the bankruptcy proceeding.
An airline that has executed a Signatory Agreement or other executory contract with the County
and seeks protection under the U.S. bankruptcy laws must assume or reject (a) its Signatory Agreement
within 120 days after the bankruptcy filing (subject to court approval, a one-time 90-day extension is
allowed(further extensions are subject to the consent of the County and approval of the Bankruptcy Court),
and(b)its other executory contracts with the County prior to the confirmation of a plan of reorganization.
In the event of assumption and/or assignment of any agreement to a third party,the airline would
be required to cure any pre-and post-petition monetary defaults and provide adequate assurance of future
performance under the applicable Signatory Agreement or other agreements.
Rejection of a Signatory Agreement or other agreement or executory contract will give rise to an
unsecured claim by the County for damages,the amount of which in the case of a Signatory Agreement or
other agreement is limited by the United States Bankruptcy Code generally to the amounts unpaid prior to
bankruptcy plus the greater of(i) one year of rent or (ii) 15%of the total remaining lease payments,not to
exceed three years. However, the amount ultimately received in the event of a rejection of a Signatory
Agreement or other agreement could be considerably less than the maximum amounts allowed under the
United States Bankruptcy Code. Certain amounts unpaid as a result of a rejection of a Signatory Agreement
or other agreement in connection with an airline in bankruptcy, such as airfield, terminal, concourse and
ramp costs would be passed on to the remaining airlines under their respective Signatory Agreements,
thereby increasing such airlines'cost per enplanement, although there can be no assurance that such other
airlines would be financially able to absorb the additional costs. In addition,pre-petition payments made
by an airline in bankruptcy within 90 days of filing a bankruptcy case could be deemed to be an"avoidable
preference" under the United States Bankruptcy Code and thus subject to recapture by the debtor or its
25009/006/02143124.DOCXv7 62
trustee in bankruptcy. In general, risks associated with bankruptcy include risks of substantial delay in
payment or of reduced or non-payment and the risk that the County may be delayed or prohibited from
enforcing any of its remedies under the agreements with a bankrupt airline.
With respect to an airline in bankruptcy proceedings in a foreign country,the County is unable to
predict what types of orders and/or relief could be issued by foreign bankruptcy tribunals,or the extent to
which any such orders would be enforceable in the United States.
Airline Labor Constraints
At the onset of the COVID-19 pandemic, many airlines reduced staffing levels, including pilots,
flights attendants, mechanics, and airport agents, through early retirement programs and involuntary
furloughs. As demand has returned, some airlines have faced challenges sourcing sufficient levels of
staffing to operate at continued increased levels of capacity. Airlines have responded by accelerating hiring
and training of new staff and, in some instances, have had to cancel flights due to staffing shortages.
Ongoing airline staffing shortages may constrain airlines' ability to grow capacity across their networks
while maintaining capacity in markets like the Airport that have grown in recent years.
The Federal Budget and Sequestration
Another factor that has affected the airline industry in the last several years is the federal deficit
reductions enacted through implementation of the sequestration provisions of the Budget Control Act of
2011 ("BCA"), which established automatic cuts to the federal legislation's discretionary budget authority
based upon certain spending thresholds. The sequestration provisions were first triggered in 2013,cutting
the budgets of federal agencies, including the FAA, Customs and Border Patrol Agency ("CBP") and TSA.
While reductions have continued in some form in every year since, Congress has acted several times to
prevent "sequester" cuts to discretionary programs by lifting the discretionary spending caps. The most
recent of these actions was the Bipartisan Budget Act of 2019("BBA 2019")that increased the spending caps
for federal Fiscal Years 2020 and 2021 and should prevent automatic discretionary sequester cuts for these
two years.These are the final two years for which discretionary spending caps are scheduled to be in effect
under the BCA.
Per the Congressional Budget Office, federal agencies did not have to cut their spending because
of sequestration in Fiscal Year 2020. Should sequestration be triggered in Fiscal Year 2022 (i.e.,exceed the
increased spending caps), it could adversely affect FAA, CBP and TSA budgets and operations and the
availability of certain federal grant funds typically received annually by the Airport. Such budget cuts
could also lead to the FAA, CBP and TSA being forced to implement furloughs of their employees and
freeze hiring,and could result in flight delays and cancellations.
PFC Collections
Termination of PFCs
The County's legal authority to impose and use PFCs is subject to certain terms and conditions
provided in the PFC Act,the PFC Regulations and each PFC application. If the County fails to comply with
these requirements, the FAA may take action to terminate or to reduce the County's legal authority to
impose or to use PFCs. Some of the events that could cause the County to violate these provisions are not
within the County's control. In addition, failure to comply with the provisions of certain federal noise
pollution acts may lead to termination of the County's authority to impose PFCs.
25009/006/02143124.DOCXv7 63
Amendments to PFC Act or PFC Regulations
There is no assurance that the PFC Act will not be repealed or amended or that the PFC Regulations
or any PFC application will not be amended in a manner that would adversely affect the County's ability
to collect and use PFCs.
Collection of the PFCs
The ability of the County to collect PFCs depends upon a number of factors including the operation
of the Airport by the County,the use of the Airport by Collecting Carriers,the efficiency and ability of the
Collecting Carriers to collect and remit PFCs to the County and the number of enplanements at the Airport.
The County relies upon the Collecting Carriers' collection and remittance of PFCs, and both the County
and the FAA rely upon the airlines' reports of enplanements and collection statistics. Notwithstanding
provisions of the PFC Act and the FAA Regulations requiring Collecting Carriers to account for PFC
collections separately and indicating that those PFC collections are to be regarded as funds held in trust by
the Collecting Carriers for the beneficial interest of the public agency imposing the PFC,recent bankruptcy
court decisions suggest that in a bankruptcy proceeding involving a Collecting Carrier,the PFC collections
in the Collecting Carrier's custody may not be treated as trust funds and that the County may not be entitled
to any priority over other creditors of the collecting airline to such funds.
Possible Bankruptcy Effects
Applicable federal legislation and regulations provide that PFCs collected and held by an airline
constitute a trust fund for the benefit of the applicable airport and create additional protections intended
to ensure the regular transfer of PFCs to airports in the event of an airline bankruptcy. There can be no
assurance,however,that during the bankruptcy of any airline,payment to the Airport of PFCs will not be
delayed or reduced.
Federal Legislation
Federal legislation affects the Airport Improvement Program (the "AIP") grant funding that the
County and the Airport receives from the FAA, the County's PFC collections, and the operational
requirements imposed on the County. The FAA operates under an authorization-appropriation process
created by Congress in which the authorization bill continues an agency's operation and the appropriation
bill provides the funding for the activity under the authorization bill. Most authorization bills are for
multiple years while the appropriation bills are done on an annual basis. In some cases, the bills can be
combined as noted below.
The FAA Reauthorization Act of 2018 (the "2018 Reauthorization Act") was signed into law on
October 5, 2018. The 2018 Reauthorization Act extends general expenditure authority for the Airport and
Airway Trust Fund from September 30, 2018, through September 30, 2023, and extends aviation taxes
funding the Airport and Airway Trust Fund for the same period. In addition,the 2018 Reauthorization Act
removes obsolete restrictions on the PFCs, improves the aircraft certification process, improves aviation
safety, prohibits involuntary bumping of passengers once they have already boarded the plane, and
addresses miscellaneous provisions relating to air travel and the FAA. The 2018 Reauthorization Act also
contained authority for an additional $1 billion in annual discretionary AIP grants subject to annual
appropriations during the Fiscal Years 2019 through and including 2023 with not less than 50 percent of
supplemental discretionary funds to be used at nonprimary,nonprimary commercial service,reliever,non-
hub primary,and small hub primary airports.
25009/006/02143124.DOCXv7 64
There is no assurance that the FAA will receive spending authorization, and the FAA could be
impacted by sequestration, as previously discussed. The Airport cannot predict the level of available AIP
funding it may receive.
Airport Security Requirements
General
Legislative and regulatory requirements since 2001,relating to security,have imposed substantial
costs on the Airport and its airlines.The most significant ones are discussed below.
Federal legislation created the TSA, an agency within the Department of Homeland Security
("DHS"). Mandates of federal legislation and federal agencies such as TSA and DHS have imposed
extensive new requirements related to screening of baggage and cargo (including explosive detection),
screening of passengers,employees and vehicles,and airport buildings and structures,among other things.
The Federal Aviation and Transportation Security Act ("ATSA") makes airport security the
responsibility of TSA. The Homeland Security Act of 2002 and subsequent directives issued by DHS have
mandated stronger cockpit doors on commercial aircraft,an increased presence of armed federal marshals
on commercial flights,establishment of 100%checked baggage screening and replacement of all passenger
and baggage screeners with federal employees who must undergo criminal history background checks and
be U.S. citizens, among other things.
ATSA also mandates airport security measures that include: (1) screening or inspection of all
individuals, goods, property, vehicles and equipment before entry into secured and sterile areas of the
airport, (2) security awareness programs for airport employees, (3) screening all checked baggage for
explosives with explosives detection systems ("EDS") or other means of technology approved by the
Undersecretary of the United States Department of Transportation,(4)deployment of sufficient EDS for all
checked baggage, and (5) operation of a system to screen, inspect or otherwise ensure the security of all
cargo to be transported in all-cargo aircraft. Due to a lack of TSA funding, airports have borne some or all
of the cost of designing, constructing, and installing automated in-line baggage screening systems and
passenger screening checkpoints to meet the specifications that the TSA screening process requires for
operation at full design capacity.
Airport security programs have also been affected by an additional requirement for the Airport to
control access at the TSA passenger screening checkpoint exit lanes during TSA non-operational hours and
on a 24 hours/7 days a week basis for exit lanes that are not co-located next to the passenger screening
checkpoints. This function was previously performed by TSA personnel. Additionally, TSA continues to
pressure airports to increase the rate of required random inspections of employees and vehicles accessing
the restricted areas of the Airport. Thus far, the Airport has not only been able to meet but also to exceed
TSA's expectations in this regard with its long-standing static and random employee screening program.
Cargo Security
Both federal legislation and TSA rules have imposed additional requirements relating to air cargo.
These include providing information for a central database on shippers,extending the areas of the Airport
25009/006/02143124.DOCXv7 65
subject to security controls, and criminal background checks on additional employees, which inhibits the
ability of operators to hire temporary workers during peak periods.
TSA also requires carriers to screen 100%of all loaded cargo on passenger and on all-cargo aircraft.
TSA has developed a Certified Cargo Screening Program ("CCSP") for a "supply chain-wide solution" to
cargo security that will certify cargo shippers so that they are able to screen cargo earlier in the chain. The
Airport currently is actively participating in the CCSP program.
Cost and Schedule of Capital Improvements Program
The estimated costs and schedule of the Series 2022 Project and other CIP projects described herein
under the captions "THE SERIES 2022 PROJECT AND PLAN OF FINANCE" and "THE COUNTY AND
THE AIRPORT - Capital Improvement Program and Funding Sources" depend on various sources of
funding and are subject to a number of uncertainties. Ability to complete the Series 2022 Project and the
CIP may be adversely affected by various factors including: (i) estimating variations, (ii) design and
engineering variations, (iii)changes to the scope of the projects, (iv)delays in contract awards, (v)material
and/or labor shortages, (vi) unforeseen site conditions, (vii) casualty events or adverse weather and
environmental conditions,(viii)contractor defaults, (ix)labor disputes,(x)unanticipated levels of inflation
and (xi) additional security improvements and associated costs mandated by the federal government. A
delay in the completion of the Series 2022 Project and certain projects under the CIP could delay the
collection of Revenues in respect to such projects, increase costs for such projects, and cause the
rescheduling of other projects. There can be no assurance that the cost of construction of the Series 2022
Project and other CIP projects will not exceed the currently budgeted dollar amount or that the completion
of the projects will not be delayed beyond the currently projected completion dates. Any schedule delays
or costs increases could result in the need to issue additional bonds beyond those currently projected as a
funding source for the Series 2022 Project and other CIP projects.
Growth of Transportation Network Companies
A significant source of non-airline revenues is generated from ground transportation activity,
including use of on-Airport parking facilities,rental car transactions, and trip fees paid by taxi,limousine,
and transportation network companies such as TNCs that connect paying passengers with drivers who
provide the transportation using their own commercial and non-commercial vehicles. In 2017,the Airport
negotiated licenses with Uber and Lyft. The Airport receives $3.50 per TNC passenger pickup at the
Airport. There is currently no drop-off fee.
There can be no assurance that there will not be further declines in the revenues that the Airport
receives from other ground transportation activities.
Cyber-Security
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
vulnerabilities that attackers/hackers can exploit in attempts to effect breaches or service disruptions.
25009/006/02143124.DOCXv7 66
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.
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 to the sheriff. 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 submit after-action reports to FLDS following a
cybersecurity or ransomware incident. CS/HB 7055 requires the CSOC to notify the Legislature of high
severity level cybersecurity incidents. State agency and local government employees are required to
undergo certain cybersecurity training within 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. The effective date of CS/HB 7055 is July 1,2022.
Climate Change
The State is 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 events over long periods of time can be exacerbated by rising sea
levels.The occurrence of such weather events could damage the local infrastructure that provides essential
services to the County. The economic impacts resulting from such weather events could include a short-
term 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 or the County. The Airport has a long term development plan to raise runways,
taxiways, aprons, etc. over time. Additionally, the primary floor of the new concourse is raised 14 feet 6
inches above grade to avoid potential overland flooding as well as sea level rise and storm surges. See
"THE COUNTY AND THE AIRPORT—Environmental, Social and Governance(ESG)Factors for the Series
2022 Project" for additional information about the Series 2022 Project as it relates to climate change and
weather events.
Coronavirus(COVID-19)
General
The outbreak of the highly contagious COVID-19 pandemic in the United States in March 2020 has
generally had a disruptive financial impact on local, state and national economies around the country,
including without limitation fueling inflation and creates supply chain issues.
COVID-19 is considered a Public Health Emergency of International Concern by the World Health
Organization. This led to quarantine and other"social distancing"measures throughout the United States.
These measures included recommendations and warnings to limit non-essential travel and promote
telecommuting. The Governor has made public statements indicating the State will not shut down as it did
in 2020 as a result of COVID-19. There can be no guarantee that State and/or local shut downs or closures
similar to those implemented in 2020 will not happen in the future. It is possible the United States,
including the State, may experience increased COVID-19 cases,hospitalizations, and deaths as a result of
current or future variants which could,in turn,impact State and local government finances.
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See"INTRODUCTION—COVID-19"herein and APPENDIX C attached hereto for more
information.
CARES Act
On March 27,2020,the federal CARES Act became law,which among other things,allocates funds
to eligible airports,provided they take particular steps,including with respect to keeping their workforces
intact. The CARES Act included approximately$10 billion of assistance to U.S.commercial airports,which
was apportioned among such airports based on various formulas.
Airport operators can use their awarded CARES Act grants to pay for any purpose for which
airport revenues can lawfully be used, including, but not limited to, the payment of maintenance and
operation expenses on or after January 20,2020,and the payment of debt service on or after March 27,2020.
CARES Act grants must be used within four years from the date on which the agreement between the
airport operator and the FAA is executed,and airport operators using CARES Act grants must comply with
certain other obligations, including,but not limited to, employing at least 90.0% of their staff as of March
27,2020 through December 31,2020.
The Airport was awarded$21,789,697 in CARES Act grants,of which$14,359,299 has been utilized
by the Airport through September 30, 2021 as reimbursement of Operation and Maintenance Costs and
$640,701 is planned to be utilized by the Airport in Fiscal Year 2022 to reimburse Operation and
Maintenance Costs. The Airport set aside $4,789,697 for a Commercial Apron project and anticipates to
draw down the funds over Fiscal Years 2022 and 2023. The Airport plans to utilize the remaining$2 million
in Fiscal Years 2023 through and including 2025 to reimburse Operation and Maintenance Costs and/or
debt service.
Coronavirus Response and Relief Supplemental Appropriations Act("CRRSA")
The CRRSA, enacted on December 27, 2020, was the second round of federal stimulus relief
provided in response to COVID-19. This legislation included$2 billion in funds to be awarded as economic
relief to eligible U.S.airports and eligible concessions at those airports to prevent,prepare for,and respond
to COVID-19. These funds will be distributed by the FAA as part of the Airport Coronavirus Response
Grant Program. The Airport was allocated $3,563,873 plus an additional $106,585 for rent relief to in-
terminal concessionaires at the Airport. At this time, no CRRSA funds have been used, and the Airport
plans to utilize the funds to reimburse Operation and Maintenance Costs and debt service within the
allowable four year period provided by the CRRSA.
American Rescue Plan CARP')
A third round of federal stimulus related to COVID-19 was signed into law on March 11,2021. The
ARP includes$8 billion in relief for U.S. airports. The Airport was allocated $5,820,591 and an additional
$426,340 for rent relief to in-terminal concessionaires at the Airport.At this time,no ARP funds have been
used, and the Airport plans to utilize the funds to reimburse Operation and Maintenance Costs and debt
service within the allowable four year period provided by the ARP.
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COVID-19 Relief Funds
CARES(1) CRRSA(2) ARP(3)
Amount Allocated to Airport $211789,697 $3,670/458 $6,246/931
Funds Spent 14,359,299 0 0
Amount Remaining $7,4301398 $3,670/458 $6,246,931
(1) For Fiscal Year 2020, the Airport used $5,295,800 to reimburse for Operation and Maintenance
Costs. For Fiscal Year 2021, the Airport has used $9,063,499 to reimburse for Operation and
Maintenance Costs.
(2) Includes$106,585 to be reserved for rent relief to in-terminal concessionaires at the Airport.
(3) Includes$426,340 to be reserved for rent relief to in-terminal concessionaires at the Airport.
Source: Monroe County,Florida.
On November 15, 2021, President Biden signed the $1.2 trillion Bipartisan Infrastructure Law
("BIL")into law.Formally known as the Infrastructure Investment and Jobs Act,the law includes$25 billion
of investment in the nation's air transportation system.Of this amount,$5 billion will address the physical
condition of the FAA's air traffic control facilities, $15 billion will be for airport infrastructure
improvements, and $5 billion will be used to improve passenger terminal facilities. Based on the same
apportionment system used by the FAA to allocate AIP Passenger Entitlement Grants, the Airport expects
to receive approximately$18.5 million of the $15 billion component over a five-year period, commencing
in federal Fiscal Year 2023. Of this amount, the Airport has identified approximately$14.8 as funding for
the Series 2022 Project and anticipates programming the balance of these grant funds for other eligible uses.
As of the date hereof, the timing of the award of such funds is uncertain. In addition, since these funds
have not been allocated to the Airport yet, there is no guarantee the Airport will receive any or all such
funds.
Hertz Bankruptcy
One of the rental car companies operating at the Airport, Hertz Corporation (which includes
Thrifty Car Rental and Dollar Rent-A-Car, collectively, "Hertz"), recently filed for Chapter 11 bankruptcy
protection. Hertz/DTG represented approximately 23% of the rental car gross revenue market share for
the 12-month period ending September 30, 2021. The Airport has had consistent communication with
outside legal counsel and Hertz bankruptcy representatives.Hertz continues to operate at the Airport and
is current on payments owed for operations at the Airport.
Actions Taken in Response to COVID-19
The Airport implemented a number of cost savings initiatives to reduce operating expenses and
mitigate the impacts of COVID-19. The Airport took the following actions:
• Furloughed 20%of the Airport Security Technician positions. Deferred maintenance
projects;
• Suspended employee travel and other non-essential expenses;
• Implemented a hiring freeze on non-critical positions; and
• Purchased a pathogen fighting Robot using FDOT and CARES funds to reduce the spread
of COVID-19 and saved costs of manual sanitization. Value-engineered a construction
project to reduce the match funding required. Offered a deferment of tenants' rent and
concession fees for 60 days.
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Demand for Air Travel,Aviation Activity and Related Matters
Air travel demand has historically correlated to the national economy, generally, and consumer
income. The long-term implications of recent economic,public health and political conditions are unclear.
A lack of sustainable economic growth or unexpected events could negatively affect, among other things,
financial markets, commercial activity and consumer spending.
An economic slowdown throughout the world and in the United States and the State influences
the demand for passenger and cargo services to the Airport. Consequently, economic assumptions that
underlie projections of enplaned passengers in this Official Statement and the Report are based on a review
of global,national, State and regional economic projections,as well as analysis of historical socioeconomic
trends and airline traffic trends. See "APPENDIX C—Report of the Airport Consultant" attached hereto.
The current United States gross domestic product is volatile and unpredictable. Further, trade
tensions and slowing global economic growth are reflected in a drop in business confidence and
decelerating business investment. Decreases in face-to-face meetings and conferences with suppliers,
customers and partners of many major employers is also having a negative effect on demand for airline
business travel.
The level of aviation activity and enplaned passenger traffic at the Airport depends upon and is
subject to a number of factors including those discussed above and other economic and political conditions;
international hostilities;world health concerns;aviation security concerns including criminal and terrorist
incidents; federal government mandated security measures that may result in additional taxes and fees,
longer passenger processing and wait times and other inconveniences; accidents involving commercial
passenger aircraft; airline service and routes; airline airfares and competition; airline industry economics,
including labor relations,fuel prices, aging aircraft fleets and other factors discussed in more detail under
"—Financial Condition of the Airlines"below; capacity of and changes to (including any privatization of)
the national air traffic control and airport systems;competition from other airports;reliability of air service;
business travel substitutes, including teleconferencing, videoconferencing and web-casting; consumer
price sensitivity;environmental consciousness;changes in law and the application thereof and the capacity,
availability and convenience of service, among others. An outbreak of a disease or similar public health
threat that affects travel demand or travel behavior, or travel restrictions or reduction in the demand for
air travel caused by an outbreak of a disease or similar public health threat in the future, could have a
material adverse impact on the airline industry and result in substantial reductions in and/or cancellations
of,bookings and flights, such as is being experienced as a consequence of the COVID-19 pandemic.
Airport Capacity Considerations
Beyond the completion of the Series 202 Project, there will only be room for two more gates. If
demand increases in the future,there will be some limitations in terms of capacity unless additional space
is added.
Assumptions in the Report of the Airport Consultant;Actual Results May Differ from Projections and
Assumptions
The Report included in APPENDIX C incorporates numerous assumptions and states that the
projections in the Report is subject to uncertainties. See "REPORT OF THE AIRPORT CONSULTANT"
25009/006/02143124.DOCXv7 70
above and APPENDIX C attached hereto for more information regarding the assumptions of the Airport
Consultant.
The Report is an integral part of this Official Statement and it should be read in its entirety for an
understanding of all of the assumptions used to prepare the projections made therein. No assurances can
be given that the projections discussed in the Report of the Airport Consultant will be achieved or that the
assumptions upon which the projections are based will be realized. Inevitably,some assumptions used to
develop the projections will not be realized and unanticipated events and circumstances will occur.
Therefore, actual results achieved during the Forecast Period may vary from those set forth in APPENDIX
C and the variations may be material and adverse. Additionally,the debt service projections in the Report
are not expected to be updated to reflect the sale,issuance or final terms of the Series 2022 Bonds.
FINANCIAL ADVISOR
The County has retained Frasca & Associates, LLC, Orlando, Florida, as Financial Advisor in
connection with the County's financing plans and with respect to the authorization and issuance of the
Series 2022 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 the Official Statement. The Financial Advisor is an independent municipal
advisor and does not underwrite bonds.An affiliate of the Financial Advisor may receive a fee for bidding
investments for certain proceeds of the Series 2022 Bonds.
FINANCIAL STATEMENTS
The County's Audited Financial Statements for Fiscal Year 2021 and a report thereon of a firm of
independent certified public accountants engaged by the County is attached hereto as "APPENDIX B-1 —
AUDITED FINANCIAL STATEMENTS OF THE COUNTY FOR THE YEAR ENDED SEPTEMBER 30,
2021." Such financial reports, including the auditors' report,have been included in this Official Statement
as public documents.The Series 2022 Bonds are payable solely from the Pledged Funds as described in the
Bond Resolution and herein and the Series 2022 Bonds are not otherwise secured by, or payable from, the
general revenues of the County. The Audited Financial Statements of the County attached hereto as
APPENDIX B-1 are presented for general information purposes only.
The Airport's Audited Financial Statements for Fiscal Year 2021 and a report thereon of a firm of
independent certified public accountants engaged by the Airport is attached hereto as "APPENDIX B-2—
KEY WEST INTERNATIONAL AIRPORT FINANCIAL STATEMENTS AS OF AND FOR THE YEAR
ENDED SEPTEMBER 30,2021 AND REPORT OF THE INDEPENDENT AUDITOR."Such financial reports,
including the auditors'report,have been included in this Official Statement as public documents.The Series
2022 Bonds are payable solely from the Pledged Funds as described in the Bond Resolution and herein and
the Series 2022 Bonds are not otherwise secured by, or payable from, the general revenues of the County.
The Audited Financial Statements of the Airport attached hereto as APPENDIX B-2 are presented for
general information purposes only.
The Series 2022 Bonds are payable solely from the Pledged Funds to the extent and in the manner
set forth in the Bond Resolution and the Series 2022 Bonds are not otherwise secured by, or payable from,
the general revenues of the County. The financial statements included in APPENDIX B-1 and APPENDIX
B-2 attached hereto is presented for general information purposes only.
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UNDERWRITING
BofA Securities, Inc., on behalf of itself and PNC Capital Markets LLC (collectively, the
"Underwriters")have agreed,subject to certain conditions set forth in a Purchase Contract with the County,
to purchase the Series 2022 Bonds from the County,at a price of$ ($ par amount,
[plus/less] original issue [premium/discount] of $ and less Underwriters' discount of
$ ). The Underwriters have committed to purchase all of the Series 2022 Bonds, if any are
purchased. The Underwriters'obligation to make such purchase is subject to certain conditions precedent
set forth in the Purchase Contract.
The Series 2022 Bonds may be offered and sold to certain dealers and others at yields higher than
the yields stated on the inside cover of this Official Statement, and such public offering yields may be
changed from time to time, after the initial offering to the public,by the Underwriters.
The Underwriters and their respective affiliates are full service financial institutions engaged in
various activities, which may include securities trading, commercial and investment banking, financial
advisory,investment management,principal investment,hedging,financing and brokerage activities. The
Underwriters and their respective affiliates have, from time to time, performed, and may in the future
perform, various investment banking services for the County for which it received or will receive
customary fees and expenses.
In the ordinary course of their various business activities, the Underwriters and their respective
affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (which may include bank loans and/or credit
default swaps)for its own account and for the accounts of its customers and may at any time hold long and
short positions in such securities and instruments. Such investment and securities activities may involve
securities and instruments of the County.
BofA Securities, Inc., an Underwriter of the Series 2022 Bonds, has entered into a distribution
agreement with its affiliate Merrill Lynch,Pierce,Fenner&Smith Incorporated("MLPF&S").As part of this
arrangement,BofA Securities,Inc.may distribute securities to MLPF&S,which may in turn distribute such
securities to investors through the financial advisor network of MLPF&S. As part of this arrangement,
BofA Securities,Inc.may compensate MLPF&S as a dealer for their selling efforts with respect to the Series
2022 Bonds.
PNC Capital Markets LLC and PNC Bank, National Association are both wholly-owned
subsidiaries of PNC Financial Services Group,Inc. PNC Capital Markets LLC is not a bank,and is a distinct
legal entity from PNC Bank, National Association. PNC Bank, National Association is the holder of the
Interim Indebtedness and has or may have other banking and financial relationships with the County.
PNC Capital Markets LLC may offer to sell to its affiliate, PNC Investments, LLC ("PNCI"),
securities in PNC Capital Markets LLC's inventory for resale to PNCI's customers.
TAX MATTERS
General
The Internal Revenue Code of 1986, as amended (the "Code"), contains a number of requirements
and restrictions which apply to the Series 2022 Bonds, including investment restrictions, a requirement of
periodic payments of arbitrage profits to the Treasury of the United States of America, requirements
25009/006/02143124.DOCXv7 72
regarding the timely and proper use of bond proceeds and the facilities financed therewith, and certain
other matters. The County has covenanted to comply with all requirements of the Code that must be
satisfied in order for the interest on the Series 2022 Bonds to be excluded from gross income for federal
income tax purposes. Failure to comply with certain of such requirements could cause interest on the Series
2022 Bonds to be included in gross income retroactive to the date of issuance of the Series 2022 Bonds. In
rendering its opinion,Bond Counsel has assumed continuing compliance with such covenants.
Subject to the condition that the County will comply with the pertinent requirements of the Code,
in the opinion of Bond Counsel,under present law, (a)interest on the Series 2022 Bonds is excluded from
the gross income of the holders thereof for federal income tax purposes, except that such exclusion shall
not apply during any period while a Series 2022 Bond is held by a"substantial user"of the facilities financed
or refinanced by the Series 2022 Bonds or a "related person" within the meaning of Section 147(a) of the
Code, and (b) interest on the Series 2022 Bonds is an item of tax preference for purposes of the federal
alternative minimum tax.
As to questions of fact material to the opinion of Bond Counsel, Bond Counsel will rely upon
representations and covenants made on behalf of the County in the Bond Resolution, other finance
documents, certificates of appropriate officers of the County and certificates of public officials (including
certifications as to the use of Series 2022 Bond proceeds and of the property refinanced thereby), without
undertaking to verify the same by independent investigation.
The Code contains numerous provisions which could affect the economic value of the Series 2022
Bonds to certain Series 2022 Bondholders. Prospective Series 2022 Bondholders,however, should consult
their own tax advisors with respect to the impact of such provisions on their own tax situations.
Internal Revenue Code of 1986
The Code contains a number of provisions that apply to the Series 2022 Bonds, including, among
other things,restrictions relating to the use or investment of the proceeds of the Series 2022 Bonds and the
payment of certain arbitrage earnings in excess of the "yield" on the Series 2022 Bonds to the Treasury of
the United States of America. Noncompliance with such provisions may result in interest on the Series
2022 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
2022 Bonds. Prospective purchasers of Series 2022 Bonds should be aware that the ownership of Series
2022 Bonds may result in other collateral federal tax consequences. For example, ownership of the Series
2022 Bonds may result in collateral tax consequences to various types of corporations relating to(1) denial
of interest deduction to purchase or carry such Series 2022 Bonds, (2) the branch profits tax, and (3) the
inclusion of interest on the Series 2022 Bonds in passive income for certain Subchapter S corporations. In
addition, the interest on the Series 2022 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 2022 BONDS AND THE
RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX
CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING,
BUT NOT LIMITED TO, THE CONSEQUENCES REFERRED TO ABOVE. PROSPECTIVE SERIES 2022
25009/006/02143124.DOCXv7 73
BONDHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS FOR INFORMATION IN THAT
REGARD.
Other Tax Matters
Interest on the Series 2022 Bonds may be subject to state or local income taxation under applicable
state or local laws in some jurisdictions. Purchasers of the Series 2022 Bonds should consult their own tax
advisors as to the income tax status of interest on the Series 2022 Bonds in their particular state or local
jurisdiction.
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 2022 Bonds. In some cases, these proposals have contained provisions that altered
these consequences on a retroactive basis. Such alterations of federal tax consequences may have affected
the market value of obligations similar to the Series 2022 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 2022 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 2022 Bonds.
Original Issue Discount
Certain of the Series 2022 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 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 he holds such Discount Bonds
and will increase its 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 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 2022 Bonds(the"Premium Bonds")may be offered and sold to the public at a
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,
25009/006/02143124.DOCXv7 74
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 advisors with respect
to the state and local tax consequences of owning such Premium Bonds.
CERTAIN LEGAL MATTERS
Certain legal matters in connection with the issuance of the Series 2022 Bonds are subject to an
approving legal opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, whose
approving opinion (a form of which is attached hereto as "APPENDIX E—PROPOSED FORM OF BOND
COUNSEL OPINION") will be available at the time of delivery of the Series 2022 Bonds. 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 this 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 subsequent
to its date. Certain legal matters will be passed upon by Pedro I. Mercado Esq., Senior Assistant County
Attorney,and by Bryant Miller Olive P.A.,Tampa,Florida,Disclosure Counsel to the County. Certain legal
matters will be passed on for the Underwriters by GrayRobinson, P.A., Tampa, Florida, Counsel to the
Underwriters. GrayRobinson,P.A. also represents the County in unrelated matters.
Bond Counsel has not been engaged to, nor has it undertaken to, review (1) the accuracy,
completeness or sufficiency of this Official Statement or any other offering material relating to the Series
2022 Bonds;provided,however,that Bond Counsel will render an opinion to the Underwriters of the Series
2022 Bonds (upon which opinion only the Underwriters may rely) relating to the fairness of the
presentation of certain statements contained herein under the heading "TAX MATTERS" and certain
statements which summarize provisions of the Bond Resolution,the Series 2022 Bonds and federal tax law,
and (2) the compliance with any federal or state law with regard to the sale or distribution of the Series
2022 Bonds.
The legal opinions to be delivered concurrently with the delivery of the Series 2022 Bonds express
the professional judgment of the attorneys rendering the opinions regarding the legal issues expressly
addressed therein as of the date of such opinions. By rendering a legal opinion,the opinion giver does not
become an insurer or guarantor of the result indicated by that expression of professional judgment, of the
transaction on which the opinion is rendered, or of the future performance of parties to the transaction.
Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the
transaction.
RATINGS
Moody's Investors Service, Inc. and Fitch Ratings, Inc. is expected to assign their municipal bond
rating of" " ( outlook), " " ( outlook) and " it ( outlook),respectively,
to the Series 2022 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
25009/006/02143124.DOCXv7 75
withdrawal of any of such ratings may have an adverse effect on the market price of the 2022 Bonds. An
explanation of the significance of the ratings can be received from the rating agencies at the following
addresses: Moody's Investors Service, Inc., 7 World Trade Center,250 Greenwich Street,23rd Floor, New
York, New York 10007 and Fitch Ratings,Inc.,One State Street Plaza,New York,New York 10004.
LITIGATION
[No litigation or inquiry of any kind in or by any judicial or administrative court or agency is
pending or, to its knowledge, threatened against the County with respect to (i) the organization and
existence of the County,(ii)the County's authority to adopt or deliver the Bond Resolution,the Purchase
Contract or the Series 2022 Bonds,(iii)the validity or enforceability of the Bond Resolution,or the Series
2022 Bonds, or the transactions contemplated thereby, (iv) the title of any officer of the County who
executed the Bond Resolution or the Series 2022 Bonds or(v) any authorization or proceedings related
to the adoption of the Bond Resolution or the Series 2022 Bonds,on behalf of the County,and no such
authorization or proceedings have been repealed, revoked,rescinded or amended but are in full force
and effect.]
EXPERTS AND CONSULTANTS
The references herein to the Airport Consultant have been approved by said firms. The Report has
been included as APPENDIX C attached to this Official Statement. References to and excerpts herein from
such Report does not purport to be an adequate summary of such Report or complete in all respects. Such
Report is an integral part of this Official Statement and should be read in its entirety for complete
information with respect to the subjects discussed therein.
CONTINGENT FEES
The County has retained Bond Counsel, Disclosure Counsel, the Financial Advisor, the
Underwriters (who in turn retained Underwriters' Counsel) and the Paying Agent with respect to the
authorization, sale, execution and delivery of the Series 2022 Bonds. Payment of each fee of such
professionals is each contingent upon the issuance of the Series 2022 Bonds.
CONTINUING DISCLOSURE
The County has covenanted for the benefit of the Series 2022 Bondholders to provide certain
financial information and operating data relating to the County and the Series 2022 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 (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
events,when and if they occur,with the Repository.
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 G-FORM
OF CONTINUING DISCLOSURE CERTIFICATE" attached hereto. The Continuing Disclosure Certificate
shall be executed by the County upon the issuance of the Series 2022 Bonds. These covenants have been
made in order to assist the Underwriters in complying with the continuing disclosure requirements of the
Rule.
25009/006/02143124.DOCXv7 76
With respect to the Series 2022 Bonds,no party other than the County is obligated to provide,nor
is expected to provide, any continuing disclosure information with respect to the aforementioned Rule.
The County has entered into a contract with Digital Assurance Certification, LLC to provide continuing
disclosure dissemination agent services for all of its outstanding bond issues.
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 2022
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.
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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 2022 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 Bank,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 2022 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
Senior Director of Airports
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APPENDIX A
GENERAL INFORMATION REGARDING MONROE COUNTY,FLORIDA
25009/006/02143124.DOCXv7
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 2022
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
Monroe County, Florida, was constitutionally formed in 1823. It is comprised primarily of the
Florida Keys,which are a string of 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, 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 County has a mild,sub-tropical climate. The average annual temperature is 77.7 degrees,with
an average temperature during the winter of 69.9 degrees and a summer average of 83.9 degrees. The
highest temperature recorded was 95 degrees in 1957,and the lowest temperature recorded was 41 degrees
in 1981. Precipitation (39-40 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 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 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 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
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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 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,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.
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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%.
Population Statistics
Monroe County and State of Florida
1930-2021
Percentage State of Percentage
Year Monroe County Changes Florida Changes
1930 13,624 -- 11468,211 --
1940 14,078 3.3% 11897,414 28.0%
1950 29,957 112.8 21771,305 46.1
1960 47,921 60.0 41951,560 78.7
1970 52,586 9.7 61791,418 37.2
1980 63,188 20.2 91746,961 43.5
1990 78,024 23.5 121938,071 32.7
2000 79,589 2.1 151982,378 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
Source: Florida Estimates of Population,Bureau of Economic and Business Research,University of Florida.
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The following tables show the population summary for Monroe County for the years 2017 through
2021 and the Monroe County projected population by age for the years 2025,2035 and 2045.
Monroe County Population Summary
2017-2021
2017 2018 2019 2020 2021
Monroe County 76,889 73,940 76,212 77,823 83,411
Islamorada(1) 6,326 51990 6,211 6,400 7,116
Key Colony Beach 803 758 760 795 793
Key West 24,597 241509 25,171 24,868 26,687
Layton 186 182 183 186 211
Marathon(2) 8,775 81235 81593 91097 91915
Unincorporated 36,202 341266 35,294 36,477 38,689
Source: Florida Estimates of Population,Bureau of Economic and Business Research,University of Florida.
Population Projections By Age
Monroe County,Florida
2025,2035 and 2045
Year Total Less than 18 18-64 65 and Over
2025 78,799 11,838 45,818 21,143
2035 79,793 12,210 44,231 231352
2045 80,159 12,331 45,673 22,155
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.
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Monroe County Property Tax
Levies and Collections
For Last Ten Tax Years
Percent of
Tax Year Tax Levy Tax Collection Levy Collected
2012 $77,534,605 $75,121,671 96.9%
2013 75,553,652 72,4741231 95.9
2014 76,985,354 74,342,547 96.6
2015 79,6571302 76,698,560 96.3
2016 80,394,533 77,254,282 96.0
2017 80,815,240 78,390,783 97.0
2018 85,0241504 82,458,796 97.0
2019 91,2931021 87,641,300 96.0
2020 95,518,603 90,338,710 97.0
2021 96,989,237 95,049,452 98.0
Source: Monroe County,Florida Annual Comprehensive Financial Report for Fiscal Year Ended September
30,2021.
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.
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
2012 $17,306,874,296 $8,256,888,373 $798,0921402 $71818,9271504 $181542,9271567 4.1382
2013 17,287,606,922 81347,4191400 771,466,155 71679,334,047 18f 727f 158,430 3.9880
2014 17,903,163,790 8,713,264,820 740,963,901 8,241,122,698 19,116,269,813 4.0165
2015 21 f 153 f226,046 9,577,152,035 729,104,179 9,863,211,411 21 f596 f270,849 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 10,808,5031930 716,716,873 6,015,518,781 26,553,651,764 3.2600
2019 27,883,537,936 10,875,7401917 826,204,701 61061,363,626 281464,940,007 3.1228
2020 29,530,266,065 10,9171353,093 878,507,996 6,106,170,011 30,167,680,090 3.0260
2021 30,178,704,674 11,595,018,803 905,787,545 10,946,283,806 31f733f227f216 3.1173
Source: Monroe County, Florida Annual Comprehensive Financial Report for the year ended
September 30,2021.
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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 1 st. 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
2012 4.1382 0
2013 3.9880 0
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 3.6109 0
2021 3.1173 0
Source: Monroe County, Florida Annual Comprehensive Financial Report for the Fiscal Year Ended
September 30,2021.
Property Tax Reform
Millage Rollback Legislation. In 2007, the State Legislature adopted a property tax plan which
significantly impacted ad valorem tax collections for State local governments (the "Millage Rollback
Legislation"). One component of the Millage Rollback Legislation required counties, cities and special
districts to rollback their millage rates for the 2007-2008 Fiscal Year to a level that,with certain adjustments
and exceptions, would generate the same level of ad valorem tax revenue as in Fiscal Year 2006-2007;
provided, however, depending upon the relative growth of each local government's own ad valorem tax
revenues from 2001 to 2006, such rolled back millage rates were determined after first reducing 2006-2007
ad valorem tax revenues by zero to nine percent (0% to 9%). In addition, the Rollback Legislation also
limited how much the aggregate amount of ad valorem tax revenues may increase in future Fiscal Years.
A local government may override certain portions of these requirements by a supermajority,and for certain
requirements,a unanimous vote of its governing body.
Constitutional Exemptions. Certain exemptions from property taxes have been enacted.
Constitutional exemptions include, but are not limited to, property owned by a municipality and used
exclusively by it for municipal or public purposes, certain household goods and personal effects to the
value fixed by general law, certain locally approved community and economic development ad valorem
tax exemptions to new businesses and expansions of existing businesses, as defined by general law and
historic preservation ad valorem tax exemptions to owners of historic properties, $25,000 of the assessed
value of property subject to tangible personal property tax,the assessed value of solar devices or renewable
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energy source devices subject to tangible personal property tax may be exempt from ad valorem taxation,
subject to limitations provided by general law, and 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.
Limitation on Increase in Assessed Value of Property. The State Constitution limits the increases in
assessed just value of homestead property to the lower of(1)three percent of the assessment for the prior
year or(2)the percentage change in the Consumer Price Index for all urban consumers,U.S. City Average,
all items 1967=100, or successor reports for the preceding calendar year as initially reported by the United
States Department of Labor, Bureau of Labor Statistics. The accumulated difference between the assessed
value and the just value is known as the"Save Our Homes Benefit."Further,upon any change of ownership
of homestead property or upon termination of homestead status such property shall be reassessed at just
value as of January 1 of the year following the year of sale or change of status; new homestead property
shall be assessed at just value as of January 1 of the year following the establishment of the homestead;and
changes, additions, reductions or improvements to the homestead shall initially be assessed as provided
for by general law.
Owners of homestead property may transfer up to$500,000 of their Save Our Homes Benefit to a
new homestead property purchased within two years of the sale of their previous homestead property to
which such benefit applied if the just value of the new homestead is greater than or is equal to the just value
of the prior homestead. If the just value of the new homestead is less than the just value of the prior
homestead, then owners of homestead property may transfer a proportional amount of their Save Our
Homes Benefit,such proportional amount equaling the just value of the new homestead divided by the just
value of the prior homestead multiplied by the assessed value of the prior homestead.
For all levies other than school district levies,assessment increases for specified nonhomestead real
property may not exceed ten percent(10%)of the assessment for the prior year.This assessment limitation
was, by its terms, to be repealed effective January 1, 2019; however, the legislature by joint resolution
approved an amendment abrogating such repeal,which was approved by the electors in the November 6,
2018 general election and went into effect January 1,2019.
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 in equity 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
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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 does
not exceed the statutory income. The County 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
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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.
Proper Tax Relief for Natural Disasters. In light of 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.
Recent Amendments Relating to Ad Valorem Taxation. In the 2016 legislative session, several
amendments were passed affecting ad valorem taxation, including classification of agricultural lands
during periods of eradication or quarantine, deleting requirements that conservation easements be
renewed annually, providing that just value of real property shall be determined in the first tax year for
income restricted persons age 65 or older who have maintained such property as their permanent residence
for at least 25 years, authorizing a first responder who is totally and permanently disabled as a result of
injuries sustained in the line of duty to receive relief from ad valorem taxes assessed on homestead
property, revising procedures with respect to assessments, hearings and notifications by the value
adjustment board, and revising the interest rate on unpaid ad valorem taxes.
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.
Administrative Action Relating to Due Dates. On Monday,March 16,2020,the Governor directed the
Department of Revenue to provide flexibility on tax due dates to assist those adversely affected by COVID
19. On March 26, 2020, the Department of Revenue's Executive Director issued an emergency order to
extend the final due date for property tax payments for the 2019 tax year. Such order applies to all 67
counties within the State, including the County. Property taxes, as described above, are normally due by
March 31 however, as a result of the executive order, the Department of Revenue waived the due date so
that payments remitted by April 15, 2020, for the 2019 tax year were considered timely paid. See
"INVESTMENT CONSIDERATIONS"in the body of this Official Statement for more information about the
impacts of COVID-19 on the County.
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Monroe County,Florida
Ten Largest Taxpayers
Percentage of
Total Taxable
Taxpayer Assessed Value Assessed Value
1. Ocean Reef Club Inc. $149,794,463 17.90%
2. Fla. Keys Electric Co-Op 120,127,882 14.35
3. Passco Ocean DST 86,903,302 10.38
4. Casa Marina A Waldorf Astoria 85,688,742 10.24
5. Galleon Condominium Assoc. Inc. 81,149,432 9.69
6. Key Largo Hospitality 69,054,637 8.25
7. Pebblebrook Hotel Trust 62,705,657 7.49
8. SH3 LTD 61,941,412 7.40
9. City of Key West 60,686,891 7.25
10. Windward Pointe II LLC 591000,000 7.05
$837,052,418 100.00%
Source: Monroe County, Florida Annual Comprehensive Financial Report for the year ended
September 30,2021.
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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
taxpayers in Monroe County,eight are hotels.
Tourist tax revenues decreased in fiscal year ended September 30, 2006 by 2% from the prior
fiscal year to $13,781,806. Lodging units in Monroe County are comprised of 186 hotels/motels/resorts
with 8,263 units,56 bed and breakfast/guesthouse/inn facilities with 502 units,87 seasonal rental/realtor
rentals with 2,434 units and 21 campground/RV parks with 2,410 units for a total of 350 properties with
13,609 units. The occupancy rate for calendar year 2006 decreased by 3.5% over calendar year 2005.
However, average daily room rate increased by 9.9% for the same period. The table below provides
annual occupancy rates and annual average daily rates for the last five years.
Monroe County,Florida
Annual Occupancy Rates and
Annual Average Daily Rates
2017 2018 2019 2020 2021
Occupancy Rate % % % % %
Average Daily Rate $ $ $ $ $
Source:Monroe County Tourist Development Council.]
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Monroe County,Florida
Average Monthly Employment by Major Sector
2019 and 2020
Sector 2019 2020
Agriculture,forestry,fishing and hunting 144 134
Mining 1 1
Utilities 585 585
Construction 31188 3,081
Manufacturing 313 297
Wholesale trade 455 571
Retail trade 51952 51313
Transportation and warehousing 11256 11132
Information 359 333
Finance and Insurance 685 690
Real estate and rental and leasing 11475 11392
Professional,scientific and technical services 11439 11498
Management companies and enterprises 112 103
Administration and support and waste management services 11714 11646
Educational services 11837 N/A
Health care and social assistance 21345 21334
Arts,entertainment and recreation 11380 11238
Accommodation and food services 14,062 11,415
Other services,except public administration 1,419 1,261
Public administration 31122 3,051
Unclassified 35 42
Source: Florida Insight
N/A—Not Available
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Employment
Monroe County has consistently trailed the State in unemployment for each of the past ten years
as shown in the table below.
Employment
Monroe County
County State
Labor Unemployment Unemployment
Year Force Employment Unemployment Rate % Rate (Lo)
2012 43,603 41,044 21559 5.9% 8.6%
2013 44,153 41,922 21231 5.1 7.5
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 45,626 44,121 1,505 3.3 4.2
2018 45,085 43,910 1,175 2.6 3.6
2019 46,557 45,559 998 2.1 3.3
2020 44,755 41,223 3,532 7.9 7.7
2021 45,926 44,558 1,368 3.0 4.6
Source: Local Area Unemployment Statistics,Florida Department of Economic Opportunity.
Per Capita Personal Income
Monroe County,Florida and United States,2011-2020
(rounded to dollars)
Year Monroe County State of Florida United States
2011 $62,936 $40,482 $42,783
2012 70,711 41,475 44,614
2013 65,746 41,069 44,894
2014 71,934 43,388 47,017
2015 73,336 45,493 48,891
2016 79,980 46,253 49,812
2017 87,396 48,774 51,811
2018 98,438 51,150 54,098
2019 104,370 53,034 56,047
2020 106,583 55,675 59,510
Source: Per Capita Personal Income by County,U.S.Bureau of Economic Analysis.
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Education
The County is served by The School Board of Monroe County. The School Board maintains 16
schools serving grades kindergarten through 12, with 763 Instructional staff members and 69
Administrative staff members. For the school year 2021, the school system served 9,125 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 No. 10, 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 2021 and 2020 were:
Worker's Group Risk
Compensation Insurance Management Total
Unpaid Claims at Sept.30,2019 $1,333,516 $1,121,259 $646,670 $31101,445
Incurred Claims (Including IBNR) 2,169,013 14,933,097 502,258 17,604,368
Claim payments (1,862,141) (14,991,833) (468,918) (17,322,892)
Unpaid Claims at Sept.30,2020 11640f388 11062,523 680,010 31382,921
Incurred Claims (Including IBNR) 11678,053 17/423,291 890,192 191991,536
Claim payments (1,775,139) (17,434,467) (716,992) (19,926,598)
Balance at September 30,2021 $11543,302 $1,051,347 $853,210 $31447,859
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Other Postemployment Benefit Plans
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.
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 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 contributes the amounts as
shown in the following table.
Contribution as Percentage of Annual Actuarial RateM
Plan Years of Service with Monroe County
Year 25+ 20-24 10-19
2018 HIS(2) 17% 18%
2019 HIS 18 26
2020 HIS 20 34
2021 HIS 22 42
2022&Thereafter HIS 25 50
(1) The new retiree contributions began a five-year phased-in approach beginning January 1,2018.
(2) Participation in the Plan is at a cost equal to the FRS Health Insurance Subsidy(HIS)for ten years
of service (currently$5 per month for each year of service credit at retirement with a minimum
HIS payment of$30 and a maximum HIS payment of$150 per month).
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
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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 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 30,2021, there
were no terminated employees entitled to deferred benefits. The membership of the Board's medical plan
consisted of:
Active Employees 11273
Retirees and Beneficiaries Currently Receiving Benefits 425
Total Membership 11698
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.
Total OPEB Liability
The County's total OPEB liability of $60,034,000 was measured as of September 30, 2021, and was
determined by an actuarial evaluation as of October 25, 2021.
Actuarial Methods and Assumptions—The valuation,dated October 25,2021,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 September 30,2021 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.
Inflation Rate 2.5%per annum
Salary Increase Rate 3.5%per annum
Discount Rate 2.21%per annum(Beginning of Year)
2.15%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.
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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 11.3 years starting on
October 1,2019,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:20%
Retirees with<20 Years of Service:25%
The actuarial assumptions include an annual health care cost trend rate of 5.5% initially, reduced
by decrements of 0.5% to an ultimate rate of 4.5%. 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 projected forward using the SOA scale MP-19.
Expected retiree claim costs were developed using 24 months historical claim experience through
May 2020. Non-claim expenses are based on the current amounts charged per retired employee.
Changes in the Total OPEB Liability
Total OPEB
Liability
Balance at the beginning of the year $57,533/000
Changes for the year:
Service cost 3/177/500
Interest cost 1,314,800
Change in Experience -
Changes in assumptions or other inputs 404,700
Benefit payments (21396,000
Net change in total OPEB liability 2,501,000
Balance at the end of the year $60,0344000
Sensitivity of the Total OPEB Liability 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(1.15 percent)or 1-percentage-point higher
(3.15 percent)than the current discount rate:
Current Discount
1%Decrease Rate 1%Increase
1.15% 2.15% 3.15%
Total OPEB Liability $69/639,000 $60,034,000 $54,030,000
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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 (4.5
percent decreasing to 3.5 percent) or 1-percentage-point higher(6.5 percent decreasing to 5.5 percent)than
the current healthcare cost trend rates:
Healthcare Cost Trend Rates
1%Decrease Current Trend 1%Increase
(4.5%decreasing to (5.5%decreasing to (6.5% decreasing to
3.5% 4.5%
Total OPEB Liability $511929,000 $601034,000 $701960,000
OPEB Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related
to OPEB
For the year ended September 30, 2021, the County recognized OPEB expense of $5,230,300. At
September 30,2021,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 $13,076,000 $5,226,800
Total $13,0764000 $51,226,800
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
2022 $743,200
2023 743,200
2024 743,200
2025 731,800
2026 731,900
Thereafter 4,155,900
Total $7,849,200
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,
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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.myflorida.com/workforce operations/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.
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
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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.
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 60 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, 2020 through June 30, 2021
and from July 1, 2021 through September 30, 2021, respectively, were as follows: Regular-10.00% and
10.82%; Special Risk Administrative Support-35.84% and 37.76%; Special Risk-24.45% and 25.89%;
Senior Management Service-27.29% and 29.01%; Elected Officers'-49.18% and 51.42%; and DROP
participants-16.98% and 18.34%. These employer contribution rates include 1.66% HIS Plan subsidy for
the periods October 1, 2020 through June 30, 2021 and from July 1, 2021 through September 30, 2021,
respectively.
The County's contributions, including employee contributions, to the Pension Plan totaled
$12,167,517 for Fiscal Year 2021.
Pension Liabilities,Pension Expense,and Deferred Outflows of Resources and Deferred Inflows of
Resources Related to Pensions-At September 30, 2021, the County reported a liability of$24,009,850 for
its proportionate share of the Pension Plan's net pension liability. The net pension liability was measured
as of June 30,2021,and the total pension liability used to calculate the net pension liability was determined
by an actuarial valuation as of July 1, 2021. The County's proportionate share of the net pension liability
was based on the County's FY 2021 contributions relative to the FY 2021 contributions of all participating
members. At June 30, 2021, the County's proportionate share for all funds was 0.3178 percent, which was
a decrease of 0.028 percent from its proportionate share measured as of June 30,2020.
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.
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For the year ended September 30,2021, of the$2,238,393 that the County recognized as a pension
benefit of$293,191 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 $4,1141789 $-
Changes of Assumptions 16,426,582 Net Difference Between Projected and Actual Earnings on Pension Plan Investments - 83,753,383
Changes in Proportion and Differences Between Pension Plan
Contributions and Proportionate Share of Contributions 5,200,117 10,087,428
Pension Plan Contributions Subsequent to the Measurement Date 3,068,141 -
Total $2848094629 $93,8404811
The deferred outflows of resources related to the Pension Plan$3,068,141, resulting from County
contributions to the Plan subsequent to the measurement date,will be recognized as a reduction of the net
pension liability in Fiscal Year 2022.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
2022 $(111994,003)
2023 (13,986,116)
2024 (18,526,220)
2025 (23,740,054)
2026 147,070
Total Sf68,0993231
Actuarial Assumptions — The total pension liability in the June 30, 2021 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 6.80%,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 6.80%, and the active member mortality
assumption was updated.
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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% 2.1% 2.1% 1.1%
Fixed Income 20.0 3.8 3.7 3.3
Global Equity 54.2 8.2 6.7 17.8
Real Estate (Property) 10.3 7.1 6.2 13.8
Private Equity 10.8 11.7 8.5 26.4
Strategic Investments 3.7 5.7 5.4 8.4
Total 100.0%
Discount Rate — The discount rate used to measure the total pension liability was 6.80%. The
Pension Plan's 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
the Discount Rate—The following represents the County's proportionate share of the net pension (asset)
liability calculated using the discount rate of 6.80%, as well as what the proportionate share of the net
pension (asset) liability would be if it were calculated using a discount rate that is one percentage point
lower(5.80%) or one percentage point higher(7.80%)than the current rate:
FRS Net Pension Liability(Asset)
Current Discount
1%Decrease Rate 1%Increase
5.80% 6.80% 7.80%
County"s Proportionate Share of the Net
Pension Plan(Asset)Liability $1071359,624 $24,0091850 $(45,666,977)
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
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their health insurance costs and is administered by the Florida Department of Management Services,
Division of Retirement.
Benefits Provided—For Fiscal Year 2021,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 Fiscal Year 2021,the HIS contribution for the period October 1,2020 through
June 30, 2021 and from July 1, 2021 through September 30, 2021 was 1.66% and 1.66%, 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$1,494,694 for Fiscal Year 2021.
Pension Liabilities,Pension Expense,and Deferred Outflows of Resources and Deferred Inflows of
Resources Related to Pensions—At September 30, 2021, the County reported a liability of$31,306,155 for
its proportionate share of the County's HIS Plan's net pension liability. The net pension liability was
measured as of June 30, 2021, and the total pension liability used to calculate the net pension liability was
determined by an actuarial valuation as of July 1,2021.The County"s proportionate share of the net pension
liability was based on the County's FY 2021 contributions relative to the FY 2021 contributions of all
participating members. At June 30, 2021, the County's proportionate share of all funds was 0.253 percent,
which was a decrease of 0.003916 percent from its proportionate share measured as of June 30,2020.
The contributions made after the measurement date of the HIS Plan'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.
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For the year ended September 30, 2021, of the $2,238,393 that the County recognized as pension
expense,$2,500,384 related to HIS pension expense.In addition,these activities 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 $1,038,549 $12,999
Changes of Assumptions 2,438,748 1,278,769
Net Difference Between Projected and Actual Earnings on HIS Plan
Investments 32,355 -
Changes in Proportion and Differences Between HIS Plan
Contributions and Proportionate Share of Contributions 2,135,494 11142,081
HIS Plan Contributions Subsequent to the Measurement Date 344,811 -
Total $549894,957 $24433,849
The deferred outflows of resources related to the HIS Plan,totaling$344,811,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 Fiscal Year 2022. Other amounts reported as deferred outflows of resources and
deferred inflows of resources related to the HIS Plan will be recognized as pension expense in the enterprise
and internal service funds as follows:
FRS
For Fiscal Year Amount
2022 $884,499
2023 281,777
2024 581,386
2025 771,713
2026 577,153
Thereafter 114,769
Total $342114297
Actuarial Assumptions — The total pension liability in the July 1, 2021, 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 2.21%
Mortality rates were based on the Generational RP-2010 with Projection Scale MP-2018 tables.
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 municipal rate used to determine total pension liability increased from 3.50%to 2.21%.
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Discount Rate—The discount rate used to measure the total pension liability was 2.16%.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 County's Proportionate Share of the Net Position Liability to Changes in the
Discount Rate—The following represents the County's enterprise and internal service funds proportionate
share of the net pension liability calculated using the discount rate of 2.16%, 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(1.16%)or one percentage point higher(3.16%)than the current rate:
HIS Net Pension Liability
Current Discount
1%Decrease Rate 1%Increase
1.16% 2.16% 3.16%
County's Proportionate Share of the Net
Pension Plan(Asset)Liability $35,880,801 $31,306,155 $27,0671050
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 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, 2020 through June 30, 2021
and from July 1, 2021 through September 30, 2021, respectively. Allocations to the investment member's
accounts during the F Y 2021, as established by Section 121.72,Florida Statutes, are based on a percentage
of gross compensation,by class,as follows:Regular class 6.30%,Special Risk Administrative Support class
25009/006/02143124.DOCXv7
A-26
7.95%,Special Risk class 14.00%,Senior Management Service class 7.67%and County Elected Officers class
11.34%.
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 FRS-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 Fiscal Year 2021, 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$2,608,643 for Fiscal Year 2021.
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APPENDIX B-1
AUDITED FINANCIAL STATEMENTS OF THE COUNTY
FOR THE YEAR ENDED SEPTEMBER 30,2021
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APPENDIX B-2
KEY WEST INTERNATIONAL AIRPORT FINANCIAL STATEMENTS AS OF AND FOR THE YEAR
ENDED SEPTEMBER 30,2021 AND REPORT OF THE INDEPENDENT AUDITOR
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APPENDIX C
REPORT OF THE AIRPORT CONSULTANT
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APPENDIX D
BOND RESOLUTION
25009/006/02143124.DOCXv7
APPENDIX E
PROPOSED FORM OF BOND COUNSEL OPINION
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APPENDIX F
FORM OF CONTINUING DISCLOSURE CERTIFICATE
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EXHIBIT E
FORM OF CONTINUING DISCLOSURE CERTIFICATE
FORM OF CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") dated ,2022 is
executed and delivered by Monroe County, Florida (the "Issuer") in connection with the issuance by the
Issuer of its $ Airport Revenue Bonds, Series (Key West International Airport), 2022 (the
"Bonds"). The Bonds are being issued pursuant to Resolution No. duly adopted by the Board of
County Commissioners of the Issuer(the"Board")on August 17,2022, as supplemented by Resolution No.
duly adopted by the Board on August 17,2022 (collectively,the "Resolution").
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
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
30th following the end of the Issuer's previous fiscal year, commencing with the report for the fiscal year
ended September 30,2022,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
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 , 2022 (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 Enplaned Passengers,
(ii) Historical Total Enplaned Passengers by Airline,
(iii) Airlines Serving the Airport,
(iv) Top 20 Domestic Origin and Destination Markets,
(v) Historical Origin and Destination Passenger,
(vi) Historical Aircraft Operations,
(vii) Historical Revenues,Expenses and Debt Service, and
(viii) Passenger Facility Charges.
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.
3
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.
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;
4
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;
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 S. 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
5
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
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.
6
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
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]
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: ,2022 MONROE COUNTY, FLORIDA
By:
Mayor,Board of County Commissioners
ACKNOWLEDGED BY:
DIGITAL ASSURANCE CERTIFICATION L.L.C.,
as Dissemination Agent
By:
Name:
Title:
8
EXHIBIT A
NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT
Issuer: Monroe County,Florida
Obligated Person:
Name(s) of Bond Issue(s): Airport Revenue Bonds,Series (Key West International Airport),2022
Date(s) of Issuance: ,2022
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:
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;"
11. "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;"
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:
11
EXHIBIT F
INSURANCE PROVISIONS FOR AGM
INSURANCE PROVISIONS FOR AGM
Any Bond Insurance Agreement between the Issuer and AGM relating to the
Insured Bonds shall incorporate the following requirements with such changes as the
Issuer's representatives and AGM may agree to, the provisions of which shall be stated to
govern, notwithstanding anything to the contrary set forth in the Bond Resolution.
"AGM or Insurer" shall mean Assured Guaranty Municipal Corp., a New York stock
insurance company, or any successor thereto or assignee thereof".
"Bond Insurance Policy" shall mean the insurance policy issued by the Insurer
guaranteeing the scheduled payment of principal of and interest on the Insured Bonds when
due".
"Insured Bonds" shall mean Series 2022 Bonds insured by the Insurer".
(a) The prior written consent of the Insurer shall be a condition precedent to the
deposit of any credit instrument provided in lieu of a cash deposit into the Reserve Account
relating to the Series 2022 Bonds. Notwithstanding anything to the contrary set forth in the
Bond Resolution, amounts on deposit in the Reserve Account shall be applied solely to the
payment of debt service due on the Series 2022 Bonds.
(b) The Insurer shall be deemed to be the sole holder of the Insured Bonds for the
purpose of exercising any voting right or privilege or giving any consent or direction or
taking any other action that the holders of the Insured Bonds are entitled to take pursuant
to the Bond Resolution pertaining to (i) defaults and remedies and (ii) the duties and
obligations of the Paying Agent. In furtherance thereof and as a term of the Bond
Resolution and each Insured Bond, each Insured Series 2022 Bondholder appoints the
Insurer as its agent and attorney-in-fact and agrees that the Insurer may at any time during
the continuation of any proceeding by or against the Issuer under the United States
Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership,
rehabilitation or similar law(an "Insolvency Proceeding") direct all matters relating to such
Insolvency Proceeding, including without limitation, (A) all matters relating to any claim
or enforcement proceeding in connection with an Insolvency Proceeding (a "Claim"), (B)
the direction of any appeal of any order relating to any Claim, (C)the posting of any surety,
supersedeas or performance bond pending any such appeal, and (D) the right to vote to
accept or reject any plan of adjustment. In addition, each Insured Series 2022 Bondholder
delegates and assigns to the Insurer, to the fullest extent permitted by law, its rights in the
conduct of any Insolvency Proceeding, including,without limitation, all rights of any party
to an adversary proceeding or action with respect to any court order issued in connection
with any such Insolvency Proceeding. The Paying Agent will acknowledge such
appointment, delegation and assignment by each Series 2022 Bondholder for the Insurer's
benefit and will agree to cooperate with the Insurer in taking any action reasonably
necessary or appropriate in connection with such appointment, delegation and assignment.
Remedies granted to the Series 2022 Bondholders shall expressly include mandamus.
(c) The maturity of Insured Bonds shall not be accelerated without the consent
of the Insurer and in the event the maturity of the Insured Bonds is accelerated, the Insurer
may elect, in its sole discretion, to pay accelerated principal and interest accrued, on such
principal to the date of acceleration (to the extent unpaid by the Issuer) and the Paying
Agent shall be required to accept such amounts. Upon payment of such accelerated
principal and interest accrued to the acceleration date as provided above, the Insurer's
obligations under the Bond Insurance Policy with respect to such Insured Bonds shall be
fully discharged.
(d) No grace period for a covenant default shall exceed thirty (30) days or be
extended for more than sixty (60) days, without the prior written consent of the Insurer.
No grace period shall be permitted for payment defaults.
(e) The Insurer shall be included as a third-party beneficiary to the Bond
Resolution.
(f) Upon the occurrence of an extraordinary optional, special or extraordinary
mandatory redemption in part, the selection of Insured Bonds to be redeemed shall be
subject to the approval of the Insurer. The exercise of any provision of the Bond Resolution
which permits the purchase of Insured Bonds in lieu of redemption shall require the prior
written approval of the Insurer if any Insured Bond so purchased is not cancelled upon
purchase.
(g) Unless the Insurer otherwise directs, upon the occurrence and continuance of
an Event of Default or an event which with notice or lapse of time would constitute an
Event of Default, amounts on deposit in the Construction Fund shall not be disbursed, but
shall instead be applied to the payment of debt service or redemption price of the Series
2022 Bonds.
(h) Any amendment, supplement, modification to, or waiver of, the Bond
Resolution or any other transaction document, including any underlying security
agreement (each a "Related Document"), that requires the consent of Insured Bondholders
or adversely affects the rights and interests of the Insurer shall be subject to the prior written
consent of the Insurer.
(i) The rights granted to the Insurer under the Bond Resolution or any other
Related Document to request, consent to or direct any action are rights granted to the
Insurer in consideration of its issuance of the Bond Insurance Policy. Any exercise by the
Insurer of such rights is merely an exercise of the Insurer's contractual rights and shall not
be construed or deemed to be taken for the benefit, or on behalf, of the holders of the
Insured Bonds and such action does not evidence any position of the Insurer, affirmative
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or negative, as to whether the consent of the owners of the Insured Bonds or any other
person is required in addition to the consent of the Insurer.
0) Only (1) cash, (2) non-callable direct obligations of the United States of
America ("Treasuries"), (3) evidences of ownership of proportionate interests in future
interest and principal payments on Treasuries held by a bank or trust company as custodian,
under which the owner of the investment is the real party in interest and has the right to
proceed directly and individually against the obligor and the underlying Treasuries are not
available to any person claiming through the custodian or to whom the custodian may be
obligated, (4) subject to the prior written consent of the Insurer, pre-refunded municipal
obligations rated "AAA" and "Aaa" by Standard & Poor's and Moody's, respectively, or
(5) subject to the prior written consent of the Insurer, securities eligible for "AAA"
defeasance under then existing criteria of Standard & Poor's or any combination thereof,
shall be used to effect defeasance of the Insured Bonds unless the Insurer otherwise
approves.
To accomplish defeasance, the Issuer shall cause to be delivered to the Insurer (i) a
report of either a nationally-recognized verification agent or a report of an independent
firm of nationally recognized certified public accountants or such other accountant as shall
be acceptable in form and substance to the Insurer("Accountant")verifying the sufficiency
of the escrow established to pay the Insured Bonds in full on the maturity or redemption
date ("Verification"), (ii) an escrow deposit agreement or other irrevocable written
instructions to the Paying Agent (each of which shall be acceptable in form and substance
to the Insurer), (iii) an opinion of nationally recognized bond counsel to the effect that the
Insured Bonds are no longer "Outstanding" under the Bond Resolution and (iv) if required,
a certificate of discharge of the Paying Agent with respect to the Insured Bonds. Each
Verification and defeasance opinion shall be addressed to the Issuer, Paying Agent and
Insurer. The Insurer shall be provided with final drafts of the above-referenced
documentation not less than five (5) business days prior to the funding of the escrow.
Insured Bonds shall be deemed "Outstanding" under the Bond Resolution unless
and until they are in fact paid and retired or the above criteria are met.
(k) Amounts paid by the Insurer under the Bond Insurance Policy shall not be
deemed paid for purposes of the Bond Resolution and the Insured Bonds relating to such
payments shall remain Outstanding and continue to be due and owing until paid by the
Issuer in accordance with the Bond Resolution. The Bond Resolution shall not be
discharged unless all amounts due or to become due to the Insurer have been paid in full
or duly provided for.
(1) Each of the Issuer and Paying Agent will covenant and agree to take such
action (including, as applicable, filing of UCC financing statements and continuations
thereof) as is necessary from time to time to preserve the priority of the pledge of the
Pledged Funds under applicable law.
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(m) Claims Upon the Bond Insurance Policy and Payments by and to the Insurer.
If, on the third business day prior to the related scheduled interest payment date or
principal payment date ("Payment Date") there are not moneys sufficient to pay the
principal of and interest on the Insured Bonds due on such Payment Date, the Issuer or the
Paying Agent shall give notice to the Insurer and to its designated agent (if any) (the
"Insurer's Fiscal Agent") by telephone or telecopy of the amount of such deficiency by
12:00 noon,New York City time, on such business day. If, on the second business day prior
to the related Payment Date, there continues to be a deficiency in the amount available to
pay the principal of and interest on the Insured Bonds due on such Payment Date, the
Paying Agent shall make a claim under the Bond Insurance Policy and give notice to the
Insurer and the Insurer's Fiscal Agent(if any)by telephone of the amount of such deficiency,
and the allocation of such deficiency between the amount required to pay interest on the
Bonds and the amount required to pay principal of the Insured Bonds, confirmed in writing
to the Insurer and the Insurer's Fiscal Agent by 12:00 noon, New York City time, on such
second business day by filling in the form of Notice of Claim and Certificate delivered with
the Bond Insurance Policy.
The Paying Agent shall designate any portion of payment of principal on Insured
Bonds paid by the Insurer, whether by virtue of mandatory sinking fund redemption,
maturity or other advancement of maturity, on its books as a reduction in the principal
amount of Insured Bonds registered to the then current Insured Series 2022 Bondholder,
whether DTC or its nominee or otherwise, and shall issue a replacement Insured Bond to
the Insurer, registered in the name of Assured Guaranty Municipal Corp., in a principal
amount equal to the amount of principal so paid (without regard to authorized
denominations); provided that the Paying Agent's failure to so designate any payment or
issue any replacement Insured Bond shall have no effect on the amount of principal or
interest payable by the Issuer on any Insured Bond or the subrogation rights of the Insurer.
The Paying Agent shall keep a complete and accurate record of all funds deposited
by the Insurer into the Policy Payments Account(defined below) and the allocation of such
funds to payment of interest on and principal of any Insured Bond. The Insurer shall have
the right to inspect such records at reasonable times upon reasonable notice to the Paying
Agent.
Upon payment of a claim under the Bond Insurance Policy, the Paying Agent shall
establish a separate special purpose trust account for the benefit of Insured Series 2022
Bondholders referred to herein as the "Policy Payments Account" and over which the
Paying Agent shall have exclusive control and sole right of withdrawal. The Paying Agent
shall receive any amount paid under the Bond Insurance Policy in trust on behalf of Insured
Series 2022 Bondholders and shall deposit any such amount in the Policy Payments
Account and distribute such amount only for purposes of making the payments for which
a claim was made. Such amounts shall be disbursed by the Paying Agent to Insured Series
2022 Bondholders in the same manner as principal and interest payments are to be made
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with respect to the Insured Bonds under the sections hereof regarding payment of Insured
Bonds. It shall not be necessary for such payments to be made by checks or wire transfers
separate from the check or wire transfer used to pay debt service with other funds available
to make such payments. Notwithstanding anything herein to the contrary,the Issuer agrees
to pay to the Insurer (i) a sum equal to the total of all amounts paid by the Insurer under the
Bond Insurance Policy(the"Insurer Advances"); and(ii) interest on such Insurer Advances
from the date paid by the Insurer until payment thereof in full, payable to the Insurer at the
Late Payment Rate per annum (collectively, the "Insurer Reimbursement Amounts").
"Late Payment Rate" means the lesser of(a)the greater of(i)the per annum rate of interest,
publicly announced from time to time by JPMorgan Chase Bank at its principal office in
The City of New York, as its prime or base lending rate (any change in such rate of interest
to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3%,
and (ii) the then applicable highest rate of interest on the Insured Bonds and (b) the
maximum rate permissible under applicable usury or similar laws limiting interest rates.
The Late Payment Rate shall be computed on the basis of the actual number of days elapsed
over a year of 360 days. The Issuer hereby covenants and agrees that the Insurer
Reimbursement Amounts are secured by a lien on and pledge of the Pledged Funds and
payable from such Pledged Funds on a parity with debt service due on the Insured Bonds.
Funds held in the Policy Payments Account shall not be invested by the Paying
Agent and may not be applied to satisfy any costs, expenses or liabilities of the Paying
Agent. Any funds remaining in the Policy Payments Account following an Insured Bond
payment date shall promptly be remitted to the Insurer.
(n) The Insurer shall,to the extent it makes any payment of principal of or interest
on the Insured Bonds, become subrogated to the rights of the recipients of such payments in
accordance with the terms of the Bond Insurance Policy(which subrogation rights shall also
include the rights of any such recipients in connection with any Insolvency Proceeding).
Each obligation of the Issuer to the Insurer under the Related Documents shall survive
discharge or termination of such Related Documents.
(o) The Issuer shall pay or reimburse the Insurer, from Pledged Funds, any and
all charges, fees, costs and expenses that the Insurer may reasonably pay or incur in
connection with (i) the administration, enforcement, defense or preservation of any rights
or security in any Related Document; (ii) the pursuit of any remedies under the Bond
Resolution or any other Related Document or otherwise afforded by law or equity, (iii) any
amendment, waiver or other action with respect to, or related to, the Bond Resolution or
any other Related Document whether or not executed or completed, or (iv) any litigation
or other dispute in connection with the Bond Resolution or any other Related Document or
the transactions contemplated thereby, other than costs resulting from the failure of the
Insurer to honor its obligations under the Bond Insurance Policy. The Insurer reserves the
right to charge a reasonable fee as a condition to executing any amendment, waiver or
consent proposed in respect of the Bond Resolution or any other Related Document.
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(p) After payment of reasonable expenses of the Paying Agent, the application
of funds realized upon default shall be applied to the payment of expenses of the Issuer or
rebate only after the payment of past due and current debt service on the Insured Bonds
and amounts required to restore the Reserve Account to the Reserve Requirement.
(q) The Insurer shall be entitled to pay principal or interest on the Insured Bonds
that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the
Issuer (as such terms are defined in the Bond Insurance Policy) and any amounts due on
the Insured Bonds as a result of acceleration of the maturity thereof, whether or not the
Insurer has received a Notice of Nonpayment (as such terms are defined in the Bond
Insurance Policy) or a claim upon the Bond Insurance Policy.
(r) The notice address of the Insurer is: Assured Guaranty Municipal Corp.,
1633 Broadway, New York, New York 10019, Attention: Managing Director —
Surveillance, Re: Policy No. , Telephone: (212) 974- 0100; Telecopier: (212) 339-
3556. In each case in which notice or other communication refers to an Event of Default,
then a copy of such notice or other communication shall also be sent to the attention of the
Deputy General Counsel — Public Finance and shall be marked to indicate "URGENT
MATERIAL ENCLOSED."
(s) The Insurer shall be provided with the following information by the Issuer or
Paying Agent, as the case may be:
(1) To the extent not otherwise filed with the Municipal Securities
Rulemaking Board's EMMA system, annual audited financial statements within
[180] days after the end of the Issuer's fiscal year(together with a certification of the
Issuer that it is not aware of any default or Event of Default under the Bond
Resolution),and the Issuer's annual budget within thirty (30) days after the approval
thereof together with such other information, data or reports as the Insurer shall
reasonably request from time to time;
(ii) Notice of any draw upon the Reserve Account within two (2)business
days after knowledge thereof other than (i) withdrawals of amounts in excess of the
Reserve Requirement and (ii) withdrawals in connection with a refunding of Series
2022 Bonds;
(iii) Notice of any default known to the Paying Agent or Issuer within five
business days after knowledge thereof;
(iv) Prior notice of the advance refunding or redemption of any of the
Insured Bonds, including the principal amount, maturities and CUSIP numbers
thereof;
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(v) Notice of the resignation or removal of the Paying Agent and
Registrar and the appointment of, and acceptance of duties by, any successor
thereto;
(vi) Notice of the commencement of any Insolvency Proceeding;
(vii) Notice of the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer of any payment of
principal of, or interest on, the Insured Bonds;
(viii) A full original transcript of all proceedings relating to the execution
of any amendment, supplement, or waiver to the Related Documents;
(ix) All reports, notices and correspondence to be delivered to holders of
Insured Bonds under the terms of the Related Documents; and
(x) To the extent that the Issuer has entered into a continuing disclosure
agreement, covenant or undertaking with respect to the Bonds, all information
furnished pursuant to such agreements shall also be provided to the Insurer,
simultaneously with the furnishing of such information.
(t) The Insurer shall have the right to receive such additional information as it
may reasonably request.
(u) The Issuer will permit the Insurer to discuss the affairs, finances and accounts
of the Issuer or any information the Insurer may reasonably request regarding the security
for the Series 2022 Bonds with appropriate officers of the Issuer and will use commercially
reasonable efforts to enable the Insurer to have access to the facilities, books and records of
the Issuer on any business day upon reasonable prior notice.
(v) The Paying Agent shall notify the Insurer of any failure of the Issuer to
provide notices, certificates and other information under the transaction documents.
(w) Notwithstanding satisfaction of the other conditions to the issuance of
Additional Bonds set forth in the Bond Resolution, no such issuance may occur (1) if an
Event of Default (or any event which, once all notice or grace periods have passed, would
constitute an Event of Default) exists unless such default shall be cured upon such issuance
and (2) unless the Reserve Account, including all accounts therein, is fully funded at the
Reserve Requirement (including the proposed issue) upon the issuance of such Additional
Bonds, in either case unless otherwise permitted by the Insurer.
(x) In determining whether any amendment, consent, waiver or other action to
be taken, or any failure to take action, under the Bond Resolution would adversely affect
the security for the Insured Bonds or the rights of the holders of Insured Bonds, the Paying
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Agent shall consider the effect of any such amendment, consent, waiver, action or inaction
as if there were no Bond Insurance Policy.
(y) No contract shall be entered into or any action taken by which the rights of the
Insurer or security for or sources of payment of the Series 2022 Bonds may be impaired or
prejudiced in any material respect except upon obtaining the prior written consent of the
Insurer.
(z) So long as any Insured Bonds remain outstanding or any amounts are owed
to the Insurer, the Issuer shall not issue or incur indebtedness payable from or secured in
whole or in part by the Pledged Funds that (i) bears interest at other than fixed rates or (ii)
permits the holder to tender such indebtedness for purchase prior to the stated maturity
thereof, in either case without the prior written consent of the Insurer.
(aa) So long as any Insured Bonds Insurer remain outstanding or any amounts are
owed to the Insurer, the Issuer shall not enter into any interest rate exchange agreement,
cap, collar, floor ceiling or other agreement or instrument involving reciprocal payment
obligations between the Issuer and a counterparty secured by and payable from Pledged
Funds and based on interest rates applied to a notional amount of principal,without the prior
written consent of the Insurer.
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EXHIBIT G
INSURANCE PROVISIONS FOR BAM
INSURANCE PROVISIONS FOR BAM
Any Bond Insurance Agreement between the Issuer and BAM relating to the Insured
Bonds shall incorporate the following requirements with such changes as the Issuer's
representatives and BAM may agree to, the provisions of which shall be stated to govern,
notwithstanding anything to the contrary set forth in the Bond Resolution.
1) Notice and Other Information to be given to BAM. The Issuer will provide
BAM with all notices and other information it is obligated to provide (i) under its
Continuing Disclosure Certificate and (ii) to the holders of Insured Bonds or the Paying
Agent under the Bond Resolution.
The notice address of BAM is: Build America Mutual Assurance Company, 200
Liberty Street, 27th Floor, New York, NY 10281, Attention: Surveillance, Re: Policy No.
Telephone: (212) 235-2500, Telecopier: (212) 235-1542, Email:
noticeskbuildamerica.com. In each case in which notice or other communication refers to
an event of default or a claim on the Bond Insurance Policy, then a copy of such notice or
other communication shall also be sent to the attention of the General Counsel at the same
address and at claimskbuildamerica.com or at Telecopier: (212) 235-5214 and shall be
marked to indicate "URGENT MATERIAL ENCLOSED."
2) Defeasance. The investments in the defeasance escrow relating to Insured
Bond shall be limited to non-callable, direct obligations of the United States of America
and securities fully and unconditionally guaranteed as to the timely payment of principal
and interest by the United States of America, or as otherwise maybe authorized under State
law and approved by BAM.
At least (three) 3 Business Days prior to any defeasance with respect to the Insured
Bonds, the Issuer, unless waived by BAM, shall deliver to BAM draft copies of an escrow
agreement, an opinion of bond counsel regarding the validity and enforceability of the
escrow agreement and the defeasance of the Insured Bonds, a verification report (a
"Verification Report") prepared by a nationally recognized independent financial analyst
or firm of certified public accountants regarding the sufficiency of the escrow fund. Such
opinion shall be addressed to BAM and shall be in form and substance satisfactory to BAM.
Such Verification Report shall be in the form and substance satisfactory to BAM and,
unless waived by BAM, shall either be addressed to BAM or shall include a statement to
the effect that such Verification Report may be relied upon by BAM. In addition, the
escrow agreement shall provide that:
a) Any substitution of securities following the execution and delivery of
the escrow agreement shall require the delivery of a Verification Report, an opinion of
bond counsel that such substitution will not adversely affect the exclusion (if interest on
the Insured Bonds is excludable) from gross income of the holders of the Insured Bonds of
the interest on the Insured Bonds for federal income tax purposes and the prior written
consent of BAM, which consent will not be unreasonably withheld.
b) The Issuer will not exercise any prior optional redemption of Insured
Bonds secured by the escrow agreement or any other redemption other than mandatory
sinking fund redemptions unless (i) the right to make any such redemption has been
expressly reserved in the escrow agreement and such reservation has been disclosed in
detail in the official statement for the refunding bonds, and (ii) as a condition to any such
redemption there shall be provided to BAM a Verification Report as to the sufficiency of
escrow receipts without reinvestment to meet the escrow requirements remaining following
any such redemption.
c) The Issuer shall not amend the escrow agreement or enter into a
forward purchase agreement or other agreement with respect to rights in the escrow without
the prior written consent of BAM.
3) Paying Agent.
a) BAM shall receive prior written notice of any name change of the the
paying agent (the "Paying Agent") for the Insured Bonds or the resignation or removal of
the Paying Agent.
b) No removal, resignation or termination of the Paying Agent shall take
effect until a successor, acceptable to BAM, shall be qualified and appointed.
4) Amendments, Supplements and Consents. BAM's prior written consent is
required for all amendments and supplements to the Bond Resolution, with the exceptions
noted below. The Issuer shall send copies of any such amendments or supplements to
BAM and the rating agencies which have assigned a rating to the Insured Bonds.
a) Consent of BAM. Any amendments or supplements to the Bond
Resolution shall require the prior written consent of BAM with the exception of
amendments or supplements:
i. To cure any ambiguity or formal defect or omissions or to
correct any inconsistent provisions in the transaction documents or in any supplement
thereto, or
ii. To grant or confer upon the holders of the Insured Bonds any
additional rights, remedies, powers, authority or security that may lawfully be granted to
or conferred upon the holders of the Insured Bonds, or
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iii. To add to the conditions, limitations and restrictions on the
issuance of bonds or other obligations under the provisions of the Bond Resolution other
conditions, limitations and restrictions thereafter to be observed, or
iv. To add to the covenants and agreements of the Issuer in the
Bond Resolution other covenants and agreements thereafter to be observed by the Issuer
or to surrender any right or power therein reserved to or conferred upon the Issuer, or
V. To issue additional parity debt in accordance with the
requirements set forth in the Bond Resolution.
b) Consent of BAM in Addition to Bondholder Consent. Any
amendment, supplement, modification to, or waiver of, the Bond Resolution that requires
the consent of holders of the Insured Bonds or adversely affects the rights or interests of
BAM shall be subject to the prior written consent of BAM.
c) Insolvency. Any reorganization or liquidation plan with respect to the
Issuer must be acceptable to BAM. The Paying Agent and each owner of the Insured Bonds
hereby appoint BAM as their agent and attorney-in-fact with respect to the Insured Bonds
and agree that BAM may at any time during the continuation of any proceeding by or
against the Issuer under the United States Bankruptcy Code or any other applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency
Proceeding") direct all matters relating to such Insolvency Proceeding, including without
limitation, (A) all matters relating to any claim or enforcement proceeding in connection
with an Insolvency Proceeding (a "Claim"), (B) the direction of any appeal of any order
relating to any Claim, (C) the posting of any surety, supersedeas or performance bond
pending any such appeal, and (D) the right to vote to accept or reject any plan of
adjustment. In addition, the Paying Agent and each owner of the Insured Bonds shall
delegate and assign to BAM, to the fullest extent permitted by law, the rights of the Paying
Agent and each owner of the Insured Bonds with respect to the Insured Bonds in the
conduct of any Insolvency Proceeding, including, without limitation, all rights of any party
to an adversary proceeding or action with respect to any court order issued in connection
with any such Insolvency Proceeding.
d) Control by BAM Upon Default. Anything in the Bond Resolution to
the contrary notwithstanding, upon the occurrence and continuance of a default or an event
of default, BAM shall be entitled to control and direct the enforcement of all rights and
remedies granted to the holders of the Insured Bonds or the Paying Agent for the benefit
of the holders of the Insured Bonds under the Bond Resolution. No default or event of
default may be waived without BAM's written consent.
e) BAM as Owner. Upon the occurrence and continuance of a default or
an event of default, BAM shall be deemed to be the sole owner of the Insured Bonds for
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all purposes under the Bond Resolution, including, without limitations, for purposes of
exercising remedies and approving amendments.
f) Grace Period for Payment Defaults. No grace period shall be
permitted for payment defaults on the Insured Bonds. No grace period for a covenant
default shall exceed 30 days without the prior written consent of BAM.
g) Special Provisions for Insurer Default. If an Insurer Default shall
occur and be continuing, then, notwithstanding anything in paragraphs 4(a)-(e) above to
the contrary, (1) if at any time prior to or following an Insurer Default, BAM has made
payment under the Bond Insurance Policy, to the extent of such payment BAM shall be
treated like any other holder of the Insured Bonds for all purposes, including giving of
consents, and (2) if BAM has not made any payment under the Bond Insurance Policy,
BAM shall have no further consent rights until the particular Insurer Default is no longer
continuing or BAM makes a payment under the Bond Insurance Policy, in which event,
the foregoing clause (1) shall control. For purposes of this paragraph, "Insurer Default"
means: (A) BAM has failed to make any payment under the Bond Insurance Policy when
due and owing in accordance with its terms; or (B) BAM shall (i) voluntarily commence
any proceeding or file any petition seeking relief under the United States Bankruptcy Code
or any other Federal, state or foreign bankruptcy, insolvency or similar law, (ii) consent to
the institution of or fail to controvert in a timely and appropriate manner, any such
proceeding or the filing of any such petition, (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator or similar official for such party or for a
substantial part of its property, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general assignment for the
benefit of creditors, or (vi) take action for the purpose of effecting any of the foregoing; or
(C) any state or federal agency or instrumentality shall order the suspension of payments
on the Bond Insurance Policy or shall obtain an order or grant approval for the
rehabilitation, liquidation, conservation or dissolution of BAM (including without
limitation under the New York Insurance Law).
5) BAM As Third Party Beneficiary. BAM is recognized as and shall be
deemed to be a third party beneficiary of the Bond Resolution and may enforce the
provisions of the Bond Resolution as if it were a party thereto.
6) Payment Procedure Under the Bond Insurance Policy.
In the event that principal and/or interest due on the Insured Bonds shall be paid by
BAM pursuant to the Bond Insurance Policy, the Insured Bonds shall remain Outstanding
for all purposes, not be defeased or otherwise satisfied and not be considered paid by the
Issuer, the assignment and pledge of the trust estate and all covenants, agreements and
other obligations of the Issuer to the registered owners shall continue to exist and shall run
to the benefit of BAM, and BAM shall be subrogated to the rights of such registered
owners.
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In the event that on the second (2nd) business day prior to any payment date on the
Insured Bonds, there are not sufficient moneys to pay all principal of and interest on the
Insured Bonds due on such payment date, the Paying Agent or the Issuer shall immediately
notify BAM or its designee on the same business day by telephone or electronic mail, of
the amount of the deficiency. If any deficiency is made up in whole or in part prior to or
on the payment date, the Paying Agent or the Issuer shall so notify BAM or its designee.
In addition, if the Paying Agent has notice that any holder of the Insured Bonds has
been required to disgorge payments of principal of or interest on the Insured Bonds
pursuant to a final, non-appealable order by a court of competent jurisdiction that such
payment constitutes an avoidable preference to such holder within the meaning of any
applicable bankruptcy law, then the Paying Agent shall notify BAM or its designee of such
fact by telephone or electronic mail, or by overnight or other delivery service as to which
a delivery receipt is signed by a person authorized to accept delivery on behalf of BAM.
The Paying Agent shall irrevocably be designated, appointed, directed and
authorized to act as attorney-in-fact for holders of the Insured Bonds as follows:
a) If there is a deficiency in amounts required to pay interest and/or
principal on the Insured Bonds, the Paying Agent shall (i) execute and deliver to BAM, in
form satisfactory to BAM, an instrument appointing BAM as agent and attorney-in-fact for
such holders of the Insured Bonds in any legal proceeding related to the payment and
assignment to BAM of the claims for interest on the Insured Bonds, (ii)receive as designee
of the respective holders (and not as Paying Agent) in accordance with the tenor of the
Bond Insurance Policy payment from BAM with respect to the claims for interest so
assigned, (iii) segregate all such payments in a separate account(the "BAM Policy Payment
Account") to only be used to make scheduled payments of principal of and interest on the
Insured Bond, and (iv) disburse the same to such respective holders; and
b) If there is a deficiency in amounts required to pay principal of the
Insured Bonds, the Paying Agent shall (i) execute and deliver to BAM, in form satisfactory
to BAM, an instrument appointing BAM as agent and attorney-in-fact for such holder of
the Insured Bonds in any legal proceeding related to the payment of such principal and an
assignment to BAM of the Insured Bonds surrendered to BAM, (ii) receive as designee of
the respective holders (and not as Paying Agent) in accordance with the tenor of the Bond
Insurance Policy payment therefore from BAM, (iii) segregate all such payments in the
BAM Policy Payment Account to only be used to make scheduled payments of principal
of and interest on the Insured Bond, and (iv) disburse the same to such holders.
The Paying Agent shall designate any portion of payment of principal on Insured
Bonds paid by BAM, whether by virtue of mandatory sinking fund redemption, maturity
or other advancement of maturity, on its books as a reduction in the principal amount of
Insured Bonds registered to the then current holder, whether DTC or its nominee or
otherwise, and shall issue a replacement Insured Bond to BAM, registered in the name
5
directed by BAM, in a principal amount equal to the amount of principal so paid (without
regard to authorized denominations); provided that the Paying Agent's failure to so
designate any payment or issue any replacement Insured Bond shall have no effect on the
amount of principal or interest payable by the Issuer on any Insured Bond or the
subrogation or assignment rights of BAM.
Payments with respect to claims for interest on and principal of Insured Bonds
disbursed by the Paying Agent from proceeds of the Bond Insurance Policy shall not be
considered to discharge the obligation of the Issuer with respect to such Insured Bonds,
and BAM shall become the owner of such unpaid Insured Bonds and claims for the interest
in accordance with the tenor of the assignment made to it under the provisions of the
preceding paragraphs or otherwise. The Bond Resolution shall not be discharged or
terminated unless all amounts due or to become due to BAM have been paid in full or duly
provided for.
Irrespective of whether any such assignment is executed and delivered, the Issuer
and the Paying Agent agree for the benefit of BAM that:
a) They recognize that to the extent BAM makes payments directly or
indirectly (e.g., by paying through the Paying Agent), on account of principal of or interest
on the Insured Bonds, BAM will be subrogated to the rights of such holders to receive the
amount of such principal and interest from the Issuer, with interest on bond principal (but
not bond interest), as provided and solely from the sources stated in the Bond Resolution
and the Insured Bonds; and
b) They will accordingly pay to BAM the amount of such principal and
interest, with interest on bond principal (but not bond interest) as provided in the
transaction documents and the Insured Bonds, but only from the sources and in the manner
provided therein for the payment of principal of and interest on the Insured Bonds to
holders, and will otherwise treat BAM as the owner of such rights to the amount of such
principal and interest.
7) Additional Payments. The Issuer agrees unconditionally that it will pay or
reimburse BAM on demand any and all reasonable charges, fees, costs, losses, liabilities
and expenses that BAM may pay or incur, including, but not limited to, fees and expenses
of BAM's agents, attorneys, accountants, consultants, appraisers and auditors and
reasonable costs of investigations, in connection with the administration(including waivers
and consents, if any), enforcement, defense, exercise or preservation of any rights and
remedies in respect of the Bond Resolution ("Administrative Costs"). For purposes of the
foregoing, costs and expenses shall include a reasonable allocation of compensation and
overhead attributable to the time of employees of BAM spent in connection with the actions
described in the preceding sentence.
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Notwithstanding anything herein to the contrary, the Issuer agrees to pay to BAM
(i) a sum equal to the total of all amounts paid by BAM under the Bond Insurance Policy
("BAM Policy Payment"); and (ii) interest on the Bond principal paid under the Bond
Insurance Policy from the date paid by BAM until payment thereof in full by the Issuer,
payable to BAM at the stated interest rate for each such Bond (collectively, "BAM
Reimbursement Amounts") compounded semi-annually. The Issuer hereby covenants and
agrees that the BAM Reimbursement Amounts are payable from and secured by a lien on
and pledge of the same revenues and other collateral pledged to the Insured Bonds on a
parity with debt service due on the Insured Bonds.
8) Reserve Account. The prior written consent of BAM shall be a condition
precedent to the deposit of any credit instrument provided in lieu of a cash deposit into the
Reserve Account, if any(other than a municipal bond debt service reserve insurance policy
issued by BAM). Amounts on deposit in the Reserve Account shall be applied solely to
the payment of debt service due on the Insured Bonds.
9) Exercise of Rights by BAM. The rights granted to BAM under the Bond
Resolution to request, consent to or direct any action are rights granted to BAM in
consideration of its issuance of the Bond Insurance Policy. Any exercise by BAM of such
rights is merely an exercise of the BAM's contractual rights and shall not be construed or
deemed to be taken for the benefit, or on behalf, of the holders of the Insured Bonds and
such action does not evidence any position of BAM, affirmative or negative, as to whether
the consent of the holders of the Insured Bonds or any other person is required in addition
to the consent of BAM.
10) BAM shall be entitled to pay principal or interest on the Insured Bonds that
shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer
(as such terms are defined in the Bond Insurance Policy) in accordance with the Bond
Resolution, whether or not BAM has received a claim upon the Bond Insurance Policy.
11) So long as the Insured Bonds are outstanding or any amounts are due and
payable to BAM,the Issuer shall not sell, lease,transfer, or otherwise dispose of the Airport
or any material portion thereof, except upon obtaining the prior written consent of BAM.
12) Definitions.
"BAM" shall mean Build America Mutual Assurance Company, or any successor
thereto.
"Insured Bonds" shall mean the Monroe County, Florida Airport Revenue Bonds
(Key West International Airport), Series 2022.
"Issuer" shall mean Monroe County, Florida.
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"Late Payment Rate" means the lesser of(a) the greater of(i) the per annum rate of
interest, publicly announced from time to time by JPMorgan Chase Bank, N.A., at its
principal office in The City of New York, New York, as its prime or base lending rate
("Prime Rate") (any change in such Prime Rate to be effective on the date such change is
announced by JPMorgan Chase Bank, N.A.) plus 5%, and (ii) the then applicable highest
rate of interest on the Insured Bonds and (b) the maximum rate permissible under
applicable usury or similar laws limiting interest rates. In the event JPMorgan Chase Bank,
N.A., ceases to announce its Prime Rate, the Prime Rate shall be the prime or base lending
rate of such other bank, banking association or trust company as BAM, in its sole and
absolute discretion, shall designate. Interest at the Late Payment Rate on any amount
owing to BAM shall be computed on the basis of the actual number of days elapsed in a
year of 360 days.
"Bond Insurance Policy" shall mean the Municipal Bond Insurance Policy issued by
BAM that guarantees the scheduled payment of principal of and interest on the Insured
Bonds when due.
"Bond Resolution" shall mean Resolution No. adopted by the Board of County
Commissioners of the Issuer on August 17, 2022, as supplemented.
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