2.10 Continuing Disclosure Certificate CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") dated September 15, 2022 is
executed and delivered by Monroe County, Florida (the "Issuer") in connection with the issuance by the
Issuer of its $41,340,000 Airport Revenue Bonds, Series (Key West International Airport), 2022 (the
"Bonds"). The Bonds are being issued pursuant to Resolution No. 206A-2022 adopted by the Board of
County Commissioners of the Issuer(the"Board")on August 17,2022,as supplemented by Resolution No.
20613-2022 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
which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent
with the Rule.
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"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
3011,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
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.
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(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 August 31, 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:
W 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,
(viii) Historical Airline Cost Per Enplaned Passenger,and
(ix) Passenger Facility Charges.
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The information provided under Section 4(b)may be included by specific reference to documents,
including official statements of debt issues of the Issuer or related public entities,which are available to the
public on the Repository's Internet website or filed with the Securities and Exchange Commission.
The Issuer reserves the right to modify from time to time the specific types of information provided
in its Annual Report or the format of the presentation of such information, to the extent necessary or
appropriate in.the judgment of the Issuer;provided that the Issuer agrees that any such modification will
be done in a manner consistent with the Rule.
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
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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;
16. default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Issuer or Obligated
Person,any of which reflect financial difficulties;and
17. notice of any failure on the part of the Issuer to meet the requirements of Section 3
hereof.
(b) The notice required to be given in paragraph 5(a) above shall be filed with any
Repository,in electronic format as prescribed by such Repository.
SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings
submitted pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying
information as prescribed by the Repository. Such information may include,but not be limited to:
(a) the category of information being provided;
(b) the period covered by any annual financial information, financial statement or
other financial information or operation data;
(c) the issues or specific securities to which such documents are related (including
CUSIPs,issuer name,state,issue description/securities name,dated date,maturity
date,and/or coupon rate),
(d) the name of any Obligated Person other than the Issuer;
(e) the name and date of the document being submitted;and
(f) contact information for the submitter.
SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance,prior redemption or payment in full of all
of the Bonds,so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no longer
in effect. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of
such termination in the same manner as for a Listed Event under Section 5.
SECTION 8. DISSEMINATION AGENT. The Issuer may,from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent.
The Dissemination Agent shall not be responsible in any manner for the content of any notice or report
prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be
Digital Assurance Certification,L.L.C.
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SECTION 9. AMENDMENT;WAIVER. Notwithstanding any other provision of this Disclosure
Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure
Certificate may be waived,provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a),4, or 5(a), it
may only be made in connection with a change in circumstances that arises from a change in.legal
requirements,change in law,or change in the identity,nature or status of the Issuer,or the type of
business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the
opinion.of nationally recognized bond counsel,have complied with the requirements of the Rule
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 tune 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,
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however,the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply
with the provisions of this Disclosure Certificate shall be an action to compel performance. A default under
this Disclosure Certificate shall not be deemed an Event of Default under the Resolution.
SECTION 12. DUTIES,IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT.
(a) The Dissemination Agent shall have only such duties as are specifically set forth in this
Disclosure Certificate. The Dissemination Agent's obligation to deliver the information at the times and
with the contents described herein shall be limited to the extent the Issuer has provided such information
to the Dissemination Agent as required by this Disclosure Certificate. The Dissemination Agent shall have
no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The
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.
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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:September 15,2022 MONROE COUNTY,FLORIDA
By:
Mayor,Board of County Commissioners
By:
-
Clerk of the Circuit Court and Comptroller in and
for Monroe County,Florida and Ex-Officio Clerk
of the Board of County Commissioners
ACKNOWLEDGED BY:
DIGITAL ASSURANCE CERTIFICATION L.L.C.,
as Dissemination Agent
Name: Diana O'Brien
Title: Senior Vice President
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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:
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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 Persons 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;"
ll.-"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;"
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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:
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