2.08 Certificate as to Specimen Bonds 2.8
CERTIFICATE AS TO SPECIMEN BONDS
1,Pamela G.Hancock,the undersigned Deputy Clerk of the Circuit Court of Monroe
County, Florida and Ex-Officio Deputy Clerk to the Board of County Commissioners of
Monroe County, Florida, DO HEREBY CERTIFY that attached hereto as Exhibit A is a
specimen of the $41,340,000 Monroe County, Florida Airport Revenue Bonds (Key West
International Airport), Series 2022 (AMT), dated as of September 15, 2022 (the "Bonds"),
in fully registered form, which specimen is identical in all respects, except as to principal
amount, maturity date, interest rate, CUSIP and registration number, with said Monroe
County, Florida Airport Revenue Bonds (Key West International Airport), Series 2022
(AMT) this day delivered to the initial purchaser thereof
IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of
September, 2022.
Kevin Madok, Clerk of the Circuit Court and
Comptroller in and for Monroe County, Florida
and Ex-Officio Clerk to the Board of County
Commissioners of Monroe County, Florida
Pamela G. Hancock, Deputy Clerk
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
MONROE COUNTY, FLORIDA
AIRPORT REVENUE BONDS
(KEY WEST INTERNATIONAL AIRPORT), SERIES 2022 (AMT)
Date of
Interest Rate Maturity Date Original Issue CUSIP
Registered Holder: CEDE & CO.
Principal Amount:
MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida (the
"Issuer"), for value received, hereby promises to pay, solely from the Pledged Funds
hereinafter described, to the Registered Holder,identified above, or registered assigns as
hereinafter provided, on the Maturity Date identified above, the Principal Amount identified
above and to pay interest on such Principal Amount from the Date of Original Issue identified
above or from the most recent interest payment date to which interest has been paid at the
Interest Rate per annum identified above on April I and October 1 of each year commencing
April 1, 2023 until such Principal Amount shall have been paid, except as the provisions
hereinafter set forth with respect to redemption prior to maturity may be or become applicable
hereto.
Such Principal Amount and interest and the premium, if any, on this Bond are payable
in any coin or currency of the United States of America which, on the respective dates of
payment thereof, shall be legal tender for the payment of public and private debts. Such
Principal, Amount and the premium, if any, on this Bond, are payable at the designated
corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas,
as Paying Agent. Payment of each installment of interest shall be made to the person in whose
name this Bond shall be registered on the registration books of the Issuer maintained by The
Bank of New York Mellon Trust Company, N.A., Dallas, Texas, as Registrar, 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 each interest payment date and shall be paid by a check of such
Paying Agent mailed to such Registered Holder at the address appearing on such registration
books or by bank wire transfer for the account of such Holder. Interest shall be calculated on
the basis of a 360-day year of twelve 30-day months.
This Bond is one of an authorized issue of Bonds in the aggregate principal amount of
$ (the "Bonds") of like date, tenor and effect, except as to maturity date,
interest rate, registered holder, denomination and number, issued to finance and refinance
various costs of certain capital improvements to the Key West International Airport, in and for
the Issuer, under the authority of and in full compliance with 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. 206A-2022 duly
adopted by the Board of County Commissioners (the 'Board") of the Issuer on August 17,
2022, as supplemented by Resolution No. 2068-2022 duly adopted by the Board on August
17, 2022 (collectively, the "Resolution"), and is subject to all the terms and conditions of the
Resolution. All capital terms used in this Bond not otherwise defined herein shall have the
meanings ascribed thereto in the Resolution.
This Bond and the interest hereon are payable solely from and secured by a lien upon
and a pledge of (1) the Net Revenues to be derived from the operation of the Airport, (2)
Eligible PFC Revenues, and (3) until applied in accordance with the provisions of the
Resolution, all moneys, including investments thereof, in thefunds and accounts established
under the Resolution, except (A) moneys in the PFC Account, the PFC Capital Improvement
Fund(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 Resolution, and (C)
moneys on deposit in a subaccount of the Reserve Account established by the Resolution. to
the extent such moneys shall be pledged solely for the payment of the Series of Bonds for
which it was established in accordance with the provisions of the Resolution(collectively, the
"Pledged Funds"), subject in each case to the application thereof for the purposes and on the
conditions permitted by the Resolution. It is expressly agreed by the Registered Holder of this
Bond that the full faith and credit of the Issuer are not pledged to the payment of the principal
of, premium, if any, and interest on this Bond and that such Holder shall never have the right
to require or compel the exercise of the taxing power of the Issuer to the payment of such
principal, premium, if any, and interest. This Bond and the obligation evidenced hereby shall
not constitute a lien upon the Airport or any other property of the Issuer, but shall constitute a
lien only on, and shall be payable solely from, the Pledged Funds in accordance with the terms
of the Resolution. Obligations may be issued by the Issuer from time to time on parity with
the Bonds pursuant to the terms of the Resolution.
This Bond is transferable in accordance with the terms of the Resolution only upon the
books of the Issuer kept for that purpose at the designated corporate trust office of the Registrar
by the Registered Holder hereof in person or by his attorney duly authorized in writing, upon
the surrender of this Bond, together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Registered Holder or his attorney duly authorized in writing,
and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to
the transferee in exchange therefor, and upon the payment of the charges, if any, therein
prescribed. The Bonds are issuable in the form of fully registered Bonds in the denomination
of$5,000 and any integral multiple thereof, not exceeding the aggregate principal amount of
the Bonds. The Issuer, the Registrar and any Paying Agent may treat the Registered Holder
of this Bond as the absolute owner hereof for all purposes, whether or not this Bond shall be
overdue, and shall not be affected by any notice to the contrary. The Issuer shall not be
obligated to make any exchange or transfer of the Bonds during the 15 days next preceding an
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interest payment date or, in the case of any proposed redemption of the Bonds, then, for the
Bonds subject to such redemption, during the 15 days next preceding the date of the first
mailing of notice of such redemption and continuing to the redemption date.
The Issuer has established a book-entry system of registration for the Bonds. Except
as specifically provided otherwise in the Resolution, an agent will hold this Bond on behalf of
the beneficial owner hereof. By acceptance of a confirmation of purchase, delivery or transfer,
the beneficial owner of this Bond shall be deemed to have agreed to such arrangement.
The Bonds maturing on or prior to October 1, are not subject to optional
redemption prior to their respective maturities. The Bonds maturing on and after October 1,
-may be redeemed prior to their respective maturities, at the option of the Issuer, either
in whole or in part, from any monies that may be available for such purpose, on any date on or
after October 1, at a redemption price equal to 100% of the principal amount of the
Bonds to be redeemed, plus accrued interest to the redemption date, without premium.
The 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
Redemption of this Bond under the preceding paragraphs shall be made as provided in
the Resolution upon notice given by first class mail sent at least 20 days prior to the redemption
date to the Registered Holder hereof at the address shown on the registration books maintained
by the Registrar;provided,however,that failure to mail notice to the Registered Holder hereof,
or any defect therein, shall not affect the validity of the proceedings for redemption of other
Bonds as to which no such failure or defect has occurred. In the event that less than the full
principal amount hereof shall have been called for redemption, the Registered Holder hereof
shall surrender this Bond in exchange for one or more Bonds in an aggregate principal amount
equal to the unredeemed portion of principal, as provided in the Resolution.
Reference to the Resolution and any and all resolutions supplemental thereto and
modifications and amendments thereof and to the Act is made for a description of the pledge
and covenants securing this Bond,the nature,manner and extent of enforcement of such pledge
and covenants, and the rights, duties, immunities and obligations of the Issuer.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed precedent to and in the issuance of this Bond, exist,have happened
and have been performed, in regular and due form and time as required by the laws and
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Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds does
not violate any constitutional or statutory limitations or provisions.
Neither the members of the Board of County Commissioners of the Issuer nor any
person executing this Bond shall be liable personally hereon or be subject to any personal
liability or accountability by reason of the issuance hereof.
This Bond shall not be valid or become obligatory for any purpose until the certificate
of authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF, Monroe County, Florida has issued this Bond and has
caused the same to be executed by the manual or facsimile signature of the Mayor of its Board
of County Commissioners, and by the manual or facsimile signature of the Clerk to such Board,
and it seal or a facsimile thereof to be affixed or reproduced hereon, all as of the Date of
Original Issue.
MONROE COUNTY, FLORIDA
(SEAL),
Mayor, Board of County Commissioners
ATTESTED:
Kevin Madok, Clerk of the Circuit Court
and Comptroller in and for Monroe County, Florida
and Ex-Officio Clerk to the Board
of County Commissioners of Monroe County, Florida
............
Pamela G. Hancock, Deputy Clerk
APPROVED AS TO FORM AND
LEGAL UFFICIENCY:
Senior Assn, (n t-oo "A' -r-n"-e--y"
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CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within-mentioned
Resolution.
DATE OF AUTHENTICATION:
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Registrar
By:
Authorized Officer'
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Unless this certificate is presented by an authorized representative of The Depository
Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or such other name as requested
by the authorized representative of The Depository Trust Company and any payment is made
to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
FOR VALUE RECEIVED,the undersigned sells, assigns and transfers to
Insert Social Security or Other Identifying Number of Assignee
(Name and Address of Assignee)
the within bond and does hereby irrevocably constitute and appoint
as attorneys to register the transfer of the said
bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature guaranteed:
NOTICE: Signature must be guaranteed by NOTICE: The signature to this assignment
an institution which is a participant in the must correspond with the name of the
Securities Transfer Agent Medallion Program Registered Holder as it appears upon the face
(STAMP) or similar program. of the within bond in every particular, without
alteration or enlargement or any change
whatever and the Social Security or other
identifying numb
er of such assignee must be
supplied.
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The following abbreviations, when used in the inscription on the face of the within
Bond, shall be construed as though they were written out in full according to applicable laws
or regulations:
TEN COM --as tenants in common.
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF TRANS MIN ACT --
(Cost.)
Custodian for
under Uniform Transfers to Minors Act of
(State)
Additional abbreviations may also be used though not in list above
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