2.06 Certificate as to Arbitrage and Certain Other Tax Matters Regarding the Series 2022 Bonds 2.6
CERTIFICATE AS TO ARBITRAGE
AND CERTAIN OTHER TAX MATTERS REGARDING
THE SERIES 2022 BONDS
We, David Rice, Mayor of the Board of County Commissioners (the "Board") of
Monroe County, Florida (the "County"), and Richard Strickland, Senior Director of
Airports for the County being persons duly charged, together with others, with the
responsibility for issuing the $41,340,000 Monroe County,Florida Airport Revenue Bonds
(Key West International Airport), Series 2022 (AMT)(the "Series 2022 Bonds"),and being
issued this day, DO HEREBY CERTIFY that:
1. AUTHORIZATION AND DEFINITIONS. The Series 2022 Bonds are
being issued by the County pursuant to the authority contained in the Laws of the State of
Florida, including, particularly, Chapter 125, Part I, and Chapter 332, Florida Statutes, and
other applicable provisions of law, and under and pursuant to Resolution No. 206A-2022,
adopted by the Board on August 17, 2022, as supplemented by Resolution No. 206E-2022,
adopted by the Board on August 17, 2022 (collectively, the "Resolution").
The capitalized terms defined in the Resolution shall retain the meanings set forth
therein when used in this Certificate unless the context clearly indicates another meaning
is intended. Other capitalized terms used in this Certificate shall have the meanings set
forth herein or in the Internal Revenue Code of 1986, as amended, and the applicable
Treasury Regulations promulgated thereunder and under the Internal Revenue Code of
1954, as amended(collectively,the "Code"), or in the Arbitrage Rebate Statement attached
hereto as Exhibit A, in each case unless the context clearly indicates another meaning is
intended.
2. PURPOSE. The Series 2022 Bonds are being issued for the purposes of: (i)
financing and refinancing certain capital improvements to the Key West International
Airport, as more particularly described in the Resolution (the "Series 2022 Project"); (ii)
funding a deposit to the reserve account; (iii) funding capitalized interest on the Series 2022
Bonds; and (iv) paying the costs of issuance of the Series 2022 Bonds.
3. FACTS, ESTIMATES AND CIRCUMSTANCES. On the basis of the
facts, estimates and circumstances in existence on the date hereof, I reasonably expect the
following with respect to the Series 2022 Bonds and with respect to the proceeds of the
Series 2022 Bonds:
1
(a) NET PROCEEDS OF THE SERIES 2022 BONDS.
(i) Total. The amount of proceeds received by the County from the sale
of the Series 2022 Bonds (the "2022 Net Proceeds"), which consists of the principal
amount of$41,340,000, plus an original issue premium of$1,119,928.95 and less
underwriters' discount of$253,663.64, will be $42,206,265.3 1.
(ii) Series 2022 Bonds Account Deposit. An amount of 2022 Net
Proceeds equal to $34,561,168.00 will be deposited on the date hereof to the Series
2022 Bonds Account of the Construction Fund. Amounts in the Series 2022 Bonds
Account shall be used to pay costs of the Series 2022 Project, as more particularly
described in the Resolution. It is anticipated that moneys in the Series 2022 Bonds
Account will be fully expended prior to September 15, 2025.
(Ili) Reserve Account. An amount of the 2022 Net Proceeds equal to
$2,864,750.00 shall be deposited to the Reserve Account, which amount, together
with any amounts on deposit in such Account, shall be equal to the Reserve Account
Requirement.
(Iv) Capitalized Interest. An amount of 2022 Net Proceeds equal to
$4,275,137.78, representing capitalized interest, shall be deposited to the Interest
Account and shall be used to pay interest on a portion of the Series 2022 Bonds
through October 1, 2024.
(v) Costs of Issuance. An amount of the 2022 Net Proceeds equal to
$505,209.53 shall be used within six months of the date hereof to provide for the
payment of expenses related to issuing the Series 2022 Bonds.
(b) NO OVERISSUANCE OF THE SERIES 2022 BONDS. The 2022 Net
Proceeds of the Series 2022 Bonds ($42,206,265.3 1), less payment of the costs of issuance
of the Series 2022 Bonds ($505,209.53) will be $41,701,055.78 (the "2022 Original
Proceeds"). The 2022 Original Proceeds necessary to finance a portion of the Costs of the
Series 2022 Project, fund the Reserve Account Requirement and capitalize interest on a
portion of the Series 2022 Bonds equals or exceeds $41,701,055.78, plus anticipated
investment earnings thereon.
(c) AS TO THE SERIES 2022 PROJECT.
(i) Construction Fund. An amount of the 2022 Original Proceeds equal
to $34,561,168.00 will be deposited in the Series 2022 Bonds Account of the
Construction Fund, and such amount and investment earnings thereon will be used
to pay the Costs of the Series 2022 Project.
2
(ii) Use of Construction Fund Moneys. The County expects to spend all
of the 2022 Original Proceeds deposited in the Series 2022 Project Account and any
investment proceeds related thereto on or before September 15, 2025.
(iii) Binding Obligations. The County has spent or expects, within six
months of the date hereof, to spend (or to enter into binding obligations with third
parties obligating the Board to spend) from the 2022 Original Proceeds of the Series
2022 Bonds and any investment proceeds thereon, an amount at least equal to five
percent (5%) of the costs of the Series 2022 Project to be financed from the 2022
Original Proceeds of the Series 2022 Bonds in order to commence acquisition,
construction and installation of the Series 2022 Project.
(iv) Due Diligence. Work on the acquisition, construction and installation
of the Series 2022 Project will proceed with due diligence to the completion thereof.
(v) Disposal of Series 2022 Project. The Series 2022 Project is not
expected to be sold or disposed of prior to the last maturity date of the Series 2022
Bonds, except as such portions as may be disposed of in the normal course of
business.
(vi) Reimbursement. The County will not reimburse itself from proceeds
of the Series 2022 Bonds for any expenditures made by the County prior to the date
the Series 2022 Bonds were issued except for (A) any expenditures that were made
within 60 days prior to the adoption date of Resolution No. 470-2021 adopted by
the County on December 8, 2021, and (B) any "preliminary expenditures"
authorized to be reimbursed pursuant to Treasury Regulations Section 1.150-2 in an
amount not to exceed 20% of the issue price of the Series 2022 Bonds.
(d) FUNDS AND ACCOUNTS.
(1) Revenue Fund. All Gross Revenues shall be deposited, as received,
into the Revenue Account of the Revenue Fund. Moneys in the Revenue Account
shall be transferred monthly to the various funds and accounts established by the
Resolution in accordance with the Resolution.
(ii) PFC Account. All PFC Revenues shall be deposited, as received, into
the PFC Account of the Revenue Fund. Moneys in the PFC Account shall be
transferred monthly to the Sinking Fund and PFC Capital Improvement Fund in
accordance with the Resolution.
(iii) Operation and Maintenance Payment Account. Sufficient moneys
shall be transferred monthly from the Revenue Fund to the Operation and
Maintenance Payment Account to pay the Operation and Maintenance Costs for the
3
ensuing month. Moneys in the Operation, Maintenance and Administration Fund
shall be used to pay the Operating and Maintenance Costs as they are incurred.
(iv) Debt Service Funds. Except for the Interest, Principal and Term
Bonds Redemption Account of the Sinking Fund (collectively, the "Debt Service
Accounts") and Reserve Account, the County has not created and established, and
does not expect to create or establish, any fund in connection with the Series 2022
Bonds that is reasonably expected to be used to pay debt service on the Series 2022
Bonds. The Debt Service Accounts will be used primarily to achieve a proper
matching of revenues and debt service within each year and will be depleted at least
annually except for a reasonable carryover amount not to exceed the greater of(A)
one year's earnings on amounts in the Debt Service Accounts, or(B) one-twelfth of
annual debt service on all of the outstanding Bonds. Amounts deposited in the Debt
Service Accounts will be used to pay debt service on the Bonds within a 13-month
period beginning on the date of deposit therein, and any income earned from the
investment of such amounts will be retained in the respective Accounts.
(v) Reserve Account. Amounts in the Reserve Account will be used only
for the purpose of the payment of maturing principal of, interest, Sinking Fund
Installments or redemption premium, if any, on the Bonds when the other moneys
in the Debt Service Accounts are insufficient therefor. The Reserve Account is
intended to provide for the payment of debt service on the Bonds in the event of a
temporary interruption of Revenues and/or Eligible PFC Revenues, and, as such,
constitutes a reasonably required reserve fund. The Reserve Account shall be
funded in an amount equal to the Reserve Account Requirement for the Series 2022
Bonds, which on the date hereof is $2,864,750.00. The Reserve Account
Requirement is equal to the Maximum Annual Debt Service on the Series 2022
Bonds, which is less than 125% of the average annual debt service on the Series
2022 Bonds and less than 10% of the proceeds of the Series 2022 Bonds. The
funding of the Reserve Account in the amount of the Reserve Account Requirement
was, based on the certificate of the financial advisors attached as Exhibit B to this
Certificate, a vital factor in marketing the Series 2022 Bonds, facilitated the
marketing of the Series 2022 Bonds at an interest rate comparable to that of other
bond issues of a similar type, was necessary to ensure the highest possible
investment rating on the Series 2022 Bonds and is, accordingly, reasonably
required.
(vi) Operation and Maintenance Reserve Account. The moneys in the
Operation and Maintenance Reserve Account shall be applied 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 on or prior to
each principal and interest payment date for the Bonds, moneys in the Operation
and Maintenance Reserve Account are to be applied for the payment into the Interest
4
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 are inadequate to
provide for such insufficiency; however, the County does not expect that amounts
in the Operation and Maintenance Reserve Account will be used to pay debt service
on the Bonds and there is no assurance that any portion of the amounts deposited in
such Account will be available to pay such debt service.
(vii) Airport Surplus Fund. Moneys in the Airport Surplus Fund may be
applied for any lawful purpose relating to the Airport and shall be applied to 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; however, the County does not expect the
amounts in such Fund will be used to pay debt service on the Bonds and there is no
assurance that any portion of the amounts deposited in such Fund will be available
to pay such debt service.
(viii) PFC Capital Improvement Fund. Amounts deposited in the PFC
Capital Improvement Fund may be used for any of the purposes described in Section
4.06 of the Resolution.
(ix) Investment Earnings. Any and all income received from the
investment of moneys in each separate account of the Construction Fund, the
Interest Account, the Principal Account, the Tenn Bonds Redemption Account, the
Operation and Maintenance Payment Account, the Airport Surplus Fund, the PFC
Capital Improvement Fund, the PFC Account, the Revenue Account, the Reserve
Account (to the extent such income and the other amounts in the Reserve Account
do not exceed the Reserve Account Requirement) and the Operation and
Maintenance Reserve Account (to the extent such income and other amounts in the
Operation and Maintenance Reserve Account do not exceed the Operation and
Maintenance Reserve Requirement) shall be retained in such respective Fund or
Account. Any and all income received from the investment of moneys in the
Reserve Account (only to the extent such income and the other amounts in the
Reserve Account exceeds the Reserve Account Requirement) and of moneys in the
Operation and Maintenance Reserve Account (to the extent such income and other
amounts in the Operation and Maintenance Reserve Account exceeds the Operation
and Maintenance Reserve Requirement) shall be deposited upon receipt thereof in
the Revenue Account.
5
(xi) No Other Funds. Other than the funds and accounts described in this
Certificate, no fund or account has been established pursuant to any instrument
which secures or otherwise relates to the Series 2022 Bonds.
4. YIELD.
(a) GENERAL. For purposes of this Certificate, bond yield is, and shall be,
calculated in the manner provided in Treasury Regulations Section 1.148-4, and the
provisions therein will be complied with in all respects. The term "bond yield" means,
with respect to a bond, the discount rate that when used in computing the present value of
all the unconditionally payable payments of principal and interest and all the payments for
a qualified guarantee, if any, paid and to be paid with respect to the bond produces an
amount equal to the present value of the issue price of the bond. In computing the purchase
price of the Series 2022 Bonds, which is equal to the issue price, the County did not take
into consideration the costs of issuance or the underwriters' discount. The purchase price
of the Series 2022 Bonds, therefore, is $42,459,928.95 (principal amount of
$41,340,000.00 plus original issue premium of$1,119,928.95). For purposes hereof,yield
is,and shall be,calculated on a 360-day year basis with interest compounded semiannually.
The yield on the Series 2022 Bonds calculated in the above-described manner is 4.7855%
(the "2022 Bond Yield"). Such yield calculation has been certified by the financial advisors
in their certificate attached as Exhibit B hereto. It should be noted, however, that such
yield may, under certain circumstances set forth in the Treasury Regulations, be subject to
recalculation.
The purchase price of all obligations other than certain Tax-Exempt Investments
("Taxable Obligations")to which restrictions as to yield or rebate of excess earnings under
this Certificate applies shall be calculated using (i) the price, taking into account discount,
premium, and accrued interest, as applicable, actually paid or (ii) the fair market value if
less than the price actually paid and if such Taxable Obligations were not purchased
directly from the United States Treasury. The County will acquire all such Taxable
Obligations directly from the United States Treasury or in arm's length transactions without
regard to any amounts paid to reduce the yield on such Taxable Obligations. The County
will not pay or permit the payment of any amounts to reduce the yield on any Taxable
Obligations.
Any amounts subject to yield restrictions may be subject to yield reduction
payments pursuant to Treasury Regulations Section 1.148-5(c).
(b) REVENUE ACCOUNT. Amounts in the Revenue Account shall be invested
without regard to yield restrictions.
(c) PFC ACCOUNT. Amounts in the PFC Account shall be invested without
regard to yield restrictions.
6
(d) OPERATION AND MAINTENANCE PAYMENT ACCOUNT. Amounts
in the Operation and Maintenance Payment Account shall be invested without regard to
yield restrictions.
(e) DEBT SERVICE ACCOUNTS - DEBT SERVICE. Amounts held in the
Debt Service Accounts which are set aside for the payment of the principal of and interest
on.the Series 2022 Bonds will be invested without regard to yield restrictions for a period
not to exceed 13 months from the date of deposit of such amounts in such Accounts. Any
amounts not expended within the period set forth above shall be invested at a yield not in
excess of the 2022 Bond Yield.
(f) RESERVE ACCOUNT. Amounts on deposit in the Reserve Account will
be invested without regard to yield restrictions, provided that such amounts do not exceed
the Reserve Account Requirement for the Bonds. Any amounts in the Reserve Account in
excess of the Reserve Account Requirement for the Bonds will be subject to yield
restrictions.
(g) CONSTRUCTION FUND. Amounts deposited in the Construction Fund
from proceeds of the Series 2022 Bonds will be invested without regard to yield restrictions
for a period not to exceed three years from the date hereof. Any such amounts not expended
within such time period shall be invested at a yield not in excess of the 2022 Bond Yield
or shall be subject to yield reduction payments described in Section 4(1) hereof.
(h) OPERATION AND MAINTENANCE RESERVE ACCOUNT. Amounts
on deposit in the Operation and Maintenance Reserve Account from Gross Revenues shall
be invested without regard to yield restrictions.
(i) AIRPORT SURPLUS FUND. Amounts on deposit in the Airport Surplus
Fund from Gross Revenues shall be invested without regard to yield restrictions.
0) INVESTMENT EARNINGS. All investment earnings on amounts
deposited in the Debt Service Accounts may be invested without regard to yield restrictions
for a period not to exceed one year from the date of receipt of the amount earned. Any
investment earnings not expended within the applicable period set forth above shall be
invested at a yield not in excess of the 2022 Bond Yield.
(k) OTHER FUNDS AND ACCOUNTS. Any other funds and accounts not
described in subsections (b)-(i) of this Section 4 may be invested without regard to yield
restrictions.
(1) YIELD REDUCTION PAYMENTS. Any amounts subject to yield
restrictions may be subject to yield reduction payments pursuant to Treasury Regulations
Section 1.148-5(c).
7
5. FURTHER CERTIFICATIONS. (a) No bonds or other obligations of
the County(a)were sold in the 15 days preceding the date of sale of the Series 2022 Bonds,
or (b) were sold or will be sold within the 15 days after the date of sale of the Series 2022
Bonds, pursuant to a common plan of financing with the plan for the issuance of the Series
2022 Bonds and payable out of substantially the same source of revenues.
(b) The County does not expect that the proceeds of the Series 2022 Bonds will
be used in a manner that would cause them to be arbitrage bonds under Section 148 of the
Code. The County does not expect that the proceeds of the Series 2022 Bonds will be used
in a manner that would cause the interest on the Series 2022 Bonds to be includable in the
gross income of the holders of the Series 2022 Bonds under Section 103 of the Code, other
than a Series 2022 Bond 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 Code.
(c) The payment of principal and interest with respect to the Series 2022 Bonds
will not be guaranteed (in whole or in part) by the United States or any agency or
instrumentality of the United States. The proceeds of the Series 2022 Bonds, or amounts
treated as proceeds of the Series 2022 Bonds, will not be invested (directly or indirectly)
in federally insured deposits or accounts, except to the extent such proceeds (i) may be so
invested for an initial temporary period until needed for the purpose for which the Series
2022 Bonds are being issued, (ii)may be so used in making investments of a bona fide debt
service fund, or (iii) may be invested in obligations issued by the United States Treasury.
(d) The County agrees and covenants to use the 2022 Net Proceeds of the Series
2022 Bonds to at all times satisfy the following requirements:
(i) At least ninety-five percent (95%) of the 2022 Net Proceeds actually
expended will be used to provide "airport" facilities within the meaning of
Section 142(a)(1) of the Code by being expended on costs which are chargeable to
the capital account of facilities which are (a) directly related and essential to (x)
servicing aircraft or enabling aircraft to take off and land or (y) transferring
passengers or cargo to or from aircraft, (b) directly related storage or training
facilities or(c) functionally related and subordinate airport facilities. For purposes
of this requirement a storage or training facility shall be an "airport facility" only if
such facility is directly related to the airport. In addition, an "office" shall be
considered an "airport facility" only if such office is located on the premises of an
airport and all but a de minimis amount of the functions to be performed at such
office is directly related to the day-to-day operations at such airport.
(ii) All of the property to be financed or refinanced with the 2022 Net
Proceeds will be owned for all federal income tax purposes by the County or by
another governmental entity as required by Section 142 of the Code. Any leases,
management contracts or similar operating or use agreements entered into with any
8
person with respect to all or any portion of the Series 2022 Project financed with
proceeds of the Series 2022 Bonds will comply with the requirements of
Section 142(b)(1)(B)(i)-(iii) of the Code and the applicable regulations thereunder.
(iii) The portions of the Series 2022 Project financed with proceeds of the
Series 2022 Bonds will not include (a) any lodging facilities, (b) any retail facilities
(including food and beverage facilities) in excess of the size necessary to serve
passengers and employees at the airport, (c) any retail facility (other than parking)
for passengers or the general public located outside of an airport terminal, (d) any
office building for individuals who are not employees of the County, or (e) any
industrial park or manufacturing facility.
(iv) The portions of the Series 2022 Project financed with proceeds of the
Series 2022 Bonds will not include any airplane, skybox or other private luxury box,
health club facility, facility primarily used for gambling, or store the principal
business of which is the sale of alcoholic beverages for consumption off premises.
(v) Less than 25 percent of the 2022 Net Proceeds actually expended will
be used, directly or indirectly, for the acquisition of land or an interest therein.
Notwithstanding the immediately preceding sentence, no portion of the 2022 Net
Proceeds will be used, directly or indirectly, for the acquisition of land or an interest
therein to be used for farming purposes. For purposes of this subsection (v), land
acquired for noise abatement purposes or for future use as an airport shall not be
taken into account, if there is no significant other use of such land.
(vi) No portion of the 2022 Net Proceeds will be used for the acquisition
of any existing property or an interest therein unless (A) the first use of such
property is pursuant to such acquisition or (B) the rehabilitation expenditures with
respect to any building and the equipment therefor equal or exceed 15 percent of the
cost of acquiring such building financed with the 2022 Net Proceeds and will be
incurred within two (2) years after the date the Series 2022 Bonds are issued (with
respect to structures other than buildings, this clause shall be applied by substituting
100 percent for 15 percent). For purposes of the preceding sentence, the term
"rehabilitation expenditures" shall have the meaning set forth in Section 147(d)(3)
of the Code.
(vii) that the weighted average maturity of the Series 2022 Bonds (19.8593
years), taking into account the issue price of the various maturities of the Series
2022 Bonds, will not exceed 120 percent of the reasonably expected economic life
of the portion of the Series 2022 Project financed with the 2022 Net Proceeds (at
least 16.55 years), taking into account the respective cost of each item composing
the Series 2022 Project to the extent so financed. For purposes of the preceding
sentence, the reasonably expected economic life of the portions of the Series 2022
Project so financed shall be determined as of the later of(i) the date on which the
9
Series 2022 Bonds are issued or (ii) the date on which such portions of the Series
2022 Project is placed in service (or expected to be placed in service). In addition,
land shall not be taken into account in determining the reasonably expected
economic life of portions of the Series 2022 Project financed with the proceeds of
the Series 2022 Bonds;
(viii) Costs of issuance of the Series 2022 Bonds do not exceed 2 percent
of the proceeds of the Series 2022 Bonds. For purposes of this paragraph, costs of
issuance include (i) underwriters' spread (whether realized directly or derived
through the purchase of Series 2022 Bonds at a discount below the price at which
they are expected to be sold to the public); (ii) counsel fees(including bond counsel,
disclosure counsel, underwriters' counsel, as well as any other specialized counsel
fees incurred in connection with the issuance of the Series 2022 Bonds); (iii)paying
agent and certifying and authenticating agent fees related to the issuance of the
Series 2022 Bonds; (iv) accountant and engineer fees related to the issuance of the
Series 2022 Bonds; (v) printing costs of the Series 2022 Bonds and of preliminary
and final offering materials; (vi) costs incurred in connection with any required
public approval process (e.g., publication costs for public notices generally and
costs of any public hearing), and(vii) other costs of issuance within the meaning of
section 147 of the Code.
6. REBATE. The County has established a Rebate Fund for the Bonds
including the Series 2022 Bonds and shall deposit moneys therein as required by the terms
of the Arbitrage Rebate Statement attached hereto as Exhibit A. Moneys in the Rebate
Fund shall be held in trust by the County and, subject to the provisions hereof, shall be held
for the benefit of the United States Government as contemplated under the provisions
hereof and shall not constitute part of the trust estate held for the benefit of the holders of
the Series 2022 Bonds or the County. The County acknowledges and agrees to comply
with the terms of the Arbitrage Rebate Statement attached hereto as Exhibit A.
7. AMENDMENTS. The provisions hereof need not be observed and this
Certificate may be amended or supplemented at any time by the County if, in each case,
the County receives an opinion or opinions of Bond Counsel that the failure to comply with
such provisions will not cause, and that the terms of such amendment or supplement will
not cause, any of the Series 2022 Bonds to become arbitrage bonds under Section 148 of
the Code, or other applicable section of the Code, or otherwise cause interest on any of the
Series 2022 Bonds to become includable in gross income for federal income tax purposes
under the Code.
8. SERIES 2022 BONDS NOT HEDGE BONDS. It is reasonably expected
that not less than 85% of the net proceeds of the Series 2022 Bonds will be used to carry
out the governmental purposes of the Series 2022 Bonds within three years from the date
hereof. None of the 2022 Net Proceeds of the Series 2022 Bonds is reasonably expected
to be invested in nonpurpose investments having a substantially guaranteed yield for four
10
years or more (including but not limited to any investment contract or fixed yield
investment having a maturity of four years or more). The reasonable expectations stated
above are not based on and do not take into account any expectations or assumptions as to
the occurrence of changes in market interest rates or of federal tax law or regulations or
rulings thereunder. These reasonable expectations are not based on any prepayments of
items other than items which are customarily prepaid.
9. ADDITIONAL COVENANTS. The County further agrees to (a) impose
such limitations on the investment or use of moneys or investments related to the Series
2022 Bonds, (b) make such rebate payments to the United States Treasury, (c) maintain
such records, (d)perform such calculations, (e) enter into such agreements, and(f) perform
such other acts as may be necessary under the Code to preserve the exclusion from gross
income for purposes of federal income taxation of interest on the Series 2022 Bonds,which
it may lawfully do.
10. INFORMATION. The County agrees to file all information statements as
may be required by the Code.
11. VALUATION AND MARKET PRICE RULES. In determining the
amounts on deposit in any fund or account for purposes of this Certificate, the purchase
price of the obligations, including accrued interest, shall be added together, and adding or
subtracting from such purchase prices any discount, computed ratably on an annual basis.
With respect to any amounts required to be restricted as to yield, the "market price rules"
set forth in Exhibit A attached hereto shall apply.
12. RELIANCE. The County has relied on certain representations made by the
Financial Advisor in its certificate attached hereto as Exhibit B and by BofA Securities,
Inc. in its certificate attached hereto as Exhibit C. The County is not aware of any facts or
circumstances that would cause it to question the accuracy of such representations.
13. NO ADVERSE ACTION. The County has neither received notice that this
Certificate may not be relied upon with respect to its issues, nor has it been advised that
any adverse action by the Commissioner of Internal Revenue is contemplated.
To the best of our knowledge and belief there are no facts, estimates or
circumstances other than those expressed herein that materially affect the expectations
herein expressed, and, to the best of our knowledge and belief, the County's expectations
are reasonable. We further represent that the County expects and intends to be able to
comply with the provisions and procedures set forth herein, including Section 148 of the
Code.
11
IN WITNESS WHEREOF, we have hereunto set our hands as of the 15th day of
September, 2022.
MONROE COUNTY, FLORIDA
By: I dtl2�6�
Mayor, Board of County Commissioners
of Monroe, County, Florida
By:
Senior Director of Airports
12
EXHIBIT A
ARBITRAGE REBATE STATEMENT
This Arbitrage Rebate Statement is intended to set forth certain duties and
requirements necessary for compliance with Section 148(f) of the Code relating to the
$41,340,000 Monroe County, Florida Airport Revenue Bonds (Key West International
Airport), Series 2022 (AMT) (the "Series 2022 Bonds"). This Statement is based upon
Section 148(f) of the Code and by analogy,to the Regulations. However, it is not intended
to be exhaustive.
Since the requirements of such Section 148(f) are subject to amplification and
clarification, it may be necessary to supplement or modify this Statement from time to time
to reflect any additional or different requirements of such Section and the Regulations or
to specify that action required hereunder is no longer required or that some further or
different action is required to maintain or assure the exemption from federal income tax of
interest with respect to the Series 2022 Bonds.
For purposes hereof, any covenant relating to a fund, account or subaccount
established under the Resolution shall be deemed to apply only to that portion of such fund,
account or subaccount allocable to the Series 2022 Bonds.
SECTION 1. TAX COVENANTS. Pursuant to the Resolution, the County
has made certain covenants designed to assure that the interest with respect to the Series
2022 Bonds is and shall remain excludable from gross income for purposes of federal
income taxation. The County shall not, directly or indirectly, use or permit the use of any
proceeds of the Series 2022 Bonds or any other funds or take or omit to take any action
that would cause the Series 2022 Bonds to be an "arbitrage bond" within the meaning of
Section 148 of the Code or that would cause the interest on the Series 2022 Bonds to be
included in gross income for federal income tax purposes under the provisions of the Code.
The County shall comply with all other requirements as shall be determined by Bond
Counsel to be necessary or appropriate to assure that the interest on the Series 2022 Bonds
will be excludable from gross income for purposes of federal income taxation. To that end,
the County shall comply with all requirements of Section 148 of the Code to the extent
applicable to the Series 2022 Bonds.
SECTION 2. DEFINITIONS. Capitalized terms used herein, not otherwise
defined herein, shall have the same meanings set forth in the Resolution and in the County's
Certificate as to Arbitrage and Certain Other Tax Matters Regarding the Series 2022
Bonds.
"Bond Counsel" means Nabors, Giblin&Nickerson, P.A., Tampa,Florida or such
other firm of nationally recognized bond counsel as may be selected by the County.
A-1
"Bond Year" means any one-year period (or shorter period from the Issue Date)
ending on the close of business on the day preceding the anniversary of the Issue Date.
"Code" means the Internal Revenue Code of 1986, as amended.
"Computation Date" means each date selected by the County as a computation
date pursuant to Section 1.148-3(e) of the Regulations and the Final Computation Date.
"Fair Market Value" means, when applied to a Nonpurpose Investment, the Fair
Market Value of such Investment as determined in accordance with Section 4 hereof.
"Final Computation Date" means the date the Series 2022 Bonds are discharged.
"Gross Proceeds" means, with respect to the Series 2022 Bonds:
(1) Amounts constituting Sale Proceeds of the Series 2022 Bonds.
(2) Amounts constituting Investment Proceeds of the Series 2022 Bonds.
(3) Amounts constituting Transferred Proceeds of the Series 2022 Bonds.
(4) Other amounts constituting Replacement Proceeds of the Series 2022 Bonds,
including Pledged Moneys.
"Investment Proceeds" means any amounts actually or constructively received
from investing proceeds of the Series 2022 Bonds.
"Investment Property" shall have the meaning as ascribed to such term in Section
148(b)(2) of the Code, which includes any security, obligation or other property held
principally as a passive vehicle for the production of income,within the meaning of Section
1.148-1(e) of the Regulations.
"Issue Date" means September 15, 2022.
"Net Proceeds" means Sale Proceeds, less the portion of such Proceeds invested in
a reasonably required reserve or replacement fund under the Code.
"Nonpurpose Investment" means any Investment Property in which Gross
Proceeds are invested which is not an investment that is acquired to carry out the
governmental purpose of the Series 2022 Bonds, e.g., obligations acquired with Gross
Proceeds that are invested temporarily until needed for the governmental purpose of the
Series 2022 Bonds, that are used to discharge a prior issue, or that are invested in a
reasonably required reserve or replacement fund, as referenced in Section 1.148-1(b) of the
Regulations.
A-2
"Nonpurpose Payments" shall include the payments with respect to Nonpurpose
Investments specified in Section 1.148-3(d)(1)(i)-(v) of the Regulations.
"Nonpurpose Receipts" shall include the receipts with respect to Nonpurpose
Investments specified in Section 1.148-3(d)(2)(i)-(iii) of the Regulations.
"Pledged Moneys" means moneys that are reasonably expected to be used directly
or indirectly to pay debt service on the Series 2022 Bonds (or to reimburse a municipal
bond insurer) or as to which there is a reasonable assurance that such moneys or the
earnings thereon will be available directly or indirectly to pay debt service on the Series
2022 Bonds (or to reimburse a municipal bond insurer) if the County encounters financial
difficulties.
"Pre-Issuance Accrued Interest" means amounts representing interest that has
accrued on an obligation for a period of not greater than one year before its issue date but
only if those amounts are paid within one year after the Issue Date.
"Proceeds" means any Sale Proceeds, Investment Proceeds and Transferred
Proceeds of the Series 2022 Bonds.
"Qualified Administrative Costs" means reasonable, direct administrative costs,
other than carrying costs, such as separately stated brokerage and selling commissions that
are comparable to those charged nongovernmental entities in transactions not involving
tax-exempt bond proceeds, but not legal and accounting fees, recordkeeping, custody or
similar costs. In addition, with respect to a guaranteed investment contract or investments
purchased for a yield restricted defeasance escrow, such costs will be considered
reasonable if(1) the amount of the fee the Issuer treats as a Qualified Administrative Cost
does not exceed the lesser of (a) $43,000 (for calendar year 2022), and (b) 0.2% of the
"computational base," or, if more, $4,000; and (2) the Issuer does not treat as Qualified
Administrative Costs more than$122,000(for calendar year 2022)in brokers'commissions
or similar fees with respect to all guaranteed investment contracts and investments for yield
restricted defeasance escrows purchased with Gross Proceeds of the issue. For purposes
of this definition only, "computational base" shall mean, with respect to guaranteed
investment contracts, the amount of Gross Proceeds the Issuer reasonably expects, as of
the date the contract is acquired,to be deposited in the guaranteed investment contract over
the term of the contract and for investments other than guaranteed investment contracts,
"computational base" shall mean the amount of Gross Proceeds initially invested in such
investments. The above-described safe harbor dollar amounts shall be increased each
calendar year for cost-of-living adjustments pursuant to Section 1.148-5(e) of the
Regulations.
"Rebatable Arbitrage" means, as of any Computation Date, the excess of the
future value of all Nonpurpose Receipts over the future value of all Nonpurpose Payments.
A-3
"Rebate Fund" means the Rebate Fund established pursuant to the Resolution and
described in Section 4 hereof.
"Regulations" means Treasury Regulations Sections 1.148-0 through 1.148-11,
1.149(b)-1 and (d)-1, and 1.150-0 through 1.150-2, as amended, and any regulations
amendatory, supplementary or additional thereto.
"Replacement Proceeds" means amounts that have a sufficiently direct nexus to
the Series 2022 Bonds or to the governmental purpose of the Series 2022 Bonds to conclude
that the amounts would have been used for that governmental purpose if the Proceeds of
the Series 2022 Bonds were not used or to be used for that governmental purpose. For this
purpose, governmental purposes include the expected use of amounts for the payment of
debt service on a particular date. The mere availability or preliminary earmarking of
amounts for a governmental purpose,however, does not in itself establish a sufficient nexus
to cause those amounts to be Replacement Proceeds. Replacement Proceeds include, but
are not limited to, amounts held in a sinking fund or a pledged fund. For these purposes,
an amount is pledged to pay principal of or interest on the Series 2022 Bonds if there is
reasonable assurance that the amount will be available for such purposes in the event that
the issuer encounters financial difficulties.
"Sale Proceeds" means any amounts actually or constructively received by the
County from the sale of the Series 2022 Bonds, including amounts used to pay
underwriter's discount or compensation and interest other than Pre-Issuance Accrued
Interest. Sale Proceeds shall also include,but are not limited to, amounts derived from the
sale of a right that is associated with a Series 2022 Bond and that is described in Section
1.148-4(b)(4) of the Regulations.
"Tax-Exempt Investment" means (i) an obligation the interest on which is
excluded from gross income pursuant to Section 103 of the Code, (ii) United States
Treasury-State and Local Government Series, Demand Deposit Securities, and (iii) stock
in a tax-exempt mutual fund as described in Section 1.150-1(b) of the Regulations. Tax-
Exempt Investment shall not include a specified private activity bond as defined in Section
57(a)(5)(C) of the Code. For purposes of this Statement, a tax-exempt mutual fund
includes any regulated investment company within the meaning of Section 851(a) of the
Code meeting the requirements of Section 852(a) of the Code for the applicable taxable
year; having only one class of stock authorized and outstanding; investing all of its assets
in tax exempt obligations to the extent practicable; and having at least 98% of(1) its gross
income derived from interest on, or gain from the sale of or other disposition of,tax exempt
obligations or (2) the weighted average value of its assets represented by investments in
tax exempt obligations.
"Transferred Proceeds" shall have the meaning provided therefore in Section
1.148-9 of the Regulations.
A-4
"Universal Cap" means the value of all then outstanding Series 2022 Bonds.
"Value" (of a Series 2022 Bond)means with respect to a Series 2022 Bond issued
with not more than two percent original issue discount or original issue premium, the
outstanding principal amount,plus accrued unpaid interest; for any other Series 2022 Bond,
its present value.
"Value" (of an Investment) shall have the following meaning in the following
circumstances:
(1) General Rules. Subject to the special rules in the following paragraph, an
issuer may determine the value of an investment on a date using one of the following
valuation methods consistently applied for all purposes relating to arbitrage and rebate with
respect to that investment on that date:
(a) an investment with not more than two percent original issue discount
or original issue premium may be valued at its outstanding stated principal amount,
plus accrued unpaid interest on such date;
(b) a fixed rate investment may be valued at its present value on such date;
and
(c) an investment may be valued at its Fair Market Value on such date.
(2) Special Rules. Yield restricted investments are to be valued at present value
provided that (except for purposes of allocating Transferred Proceeds to an issue, for
purposes of the Universal Cap and for investments in a commingled fund other than a bona
fide debt service fund unless it is a certain commingled fund):
(a) an investment must be valued at its Fair Market Value when it is first
allocated to an issue, when it is disposed of and when it is deemed acquired or
deemed disposed of, and provided further that;
(b) in the case of Transferred Proceeds, the Value of a Nonpurpose
Investment that is allocated to Transferred Proceeds of a Series 2022 Bonds on a
transfer date may not exceed the Value of that investment on the transfer date used
for purposes of applying the arbitrage restrictions to the refunded issue.
"Yield on the Series 2022 Bonds," "Series 2022 Bond Yield," "2022 Bond
Yield" or "Bond Yield" means, for all Computation Dates, the Yield expected as of the
date hereof on the Series 2022 Bonds over the term of such Bonds computed by:
(1) using as the purchase price of the Series 2022 Bonds, the amount at which
such Series 2022 Bonds were sold to the public within the meaning of Sections 1273 and
1274 of the Code; and
A-5
(2) assuming that the Series 2022 Bonds will be paid at its scheduled maturity
date or in accordance with any mandatory redemption requirements.
"Yield" means, generally, the discount rate which, when used in computing the
present value of all the unconditionally payable payments of principal and interest on an
obligation and all the payments for qualified guarantees paid and to be paid with respect to
such obligation, produces an amount equal to the present value of the issue price of such
obligation. Present value is computed as of the date of issue of the obligation. There are,
however, many additional specific rules contained in the Regulations which apply to the
calculation and recalculation of yield for particular obligations and such rules should be
consulted prior to calculating the yield for the Series 2022 Bonds on any Computation
Date. Yield shall be calculated on a 360-day year basis with interest compounded monthly.
For this purpose the purchase price of a Nonpurpose Investment or a Tax-Exempt
Investment is its Fair Market Value, as determined pursuant to Section 4 of this Statement,
as of the date that it becomes allocated to Gross Proceeds of the Series 2022 Bonds.
SECTION 3. REBATE REQUIREMENTS.
(a) The County shall pay to the United States Government at the times and in
the amounts determined hereunder, the Rebatable Arbitrage. For purposes of determining
the Rebatable Arbitrage, the County shall make such calculations or cause the calculations
to be made by competent tax counsel or other financial or accounting advisors or persons
to ensure correct application of the rules contained in the Code and the Regulations relating
to arbitrage rebate.
(b) Pursuant to the Resolution, there has been established an account separate
from any other fund or account established and maintained under the Resolution designated
the "Rebate Fund." The County or its designated agent shall administer the Rebate Fund
and continuously invest all amounts held in the Rebate Fund in Federal Securities (as
defined in the Resolution) or Tax-Exempt Investments.
(c) Within 30 days after any Computation Date, the County shall calculate or
cause to be calculated the Rebatable Arbitrage or any penalty due pursuant to Section 3(f)
hereof. Immediately following such calculations, but in no event later than 60 days
following the Computation Date (90 days in the case of any penalty payment due pursuant
to Section 3(f) hereof), the County shall remit an amount which when added to the future
value of previous rebate payments shall not be less than 90% (100% with respect to the
Computation Date on the final repayment or retirement of the Series 2022 Bonds) of the
Rebatable Arbitrage or 100% of any penalty due pursuant to Section 3(f) hereof as of the
applicable Computation Date.
Each payment shall be accompanied by Internal Revenue Service Form 8038-T.
A-6
(d) The obligation to pay Rebatable Arbitrage to the United States, as described
herein, shall be treated as satisfied with respect to the Series 2022 Bonds if (i) Gross
Proceeds are expended for the governmental purpose of the Series 2022 Bonds by no later
than the date which is six months after the Issue Date and if it is not anticipated that any
other Gross Proceeds will arise during the remainder of the term of the Series 2022 Bonds
and(ii)the requirement to pay Rebatable Arbitrage,if any,to the United States with respect
to the portion of the Reserve Account allocable to the Series 2022 Bonds is met. For
purposes of the preceding sentence, Gross Proceeds do not include (1) amounts deposited
in a bona fide debt service fund, so long as the funds therein constitute bona fide debt
service funds, or a reasonably required reserve or replacement fund (meeting the
requirements of Section 1.148-2(f) of the Regulations), (ii) amounts that, as of the Issue
Date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds
after the date which is six months after the Issue Date, (i i) amounts representing Sale or
Investment Proceeds derived from any Purpose Investment (as defined in Section 1.148-1
of the Regulations) and earnings on those payments, and (iv) amounts representing any
repayments of grants (as defined in Section 1.148-6(d)(4) of the Regulations). If Gross
Proceeds are in fact expended by such date, then, except as to the Reserve Account,
Rebatable Arbitrage need not be calculated and no payment thereof to the United States
Department of Treasury need be made. Use of Gross Proceeds to redeem Series 2022
Bonds shall not be treated as an expenditure of such Gross Proceeds.
Notwithstanding the foregoing, if Gross Proceeds which were reasonably expected
to be Gross Proceeds on the Issue Date actually become available after the date which is
six months after the Issue Date, then the requirements described herein relating to the
calculation of Rebatable Arbitrage and the payment thereof to the United States must be
satisfied, except that no such calculation or payment need be made with respect to the initial
six month period. Any other amounts not described in this Section 3(d) which constitute
proceeds of the Series 2022 Bonds, other than a bona fide debt service fund,will be subject
to rebate.
(e) As an alternative to Section 3(d) above, the obligation of the County to pay
Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied
with respect to the Series 2022 Bonds if(1) the rebate requirement is met for all proceeds
of the Series 2022 Bonds other than Gross Proceeds(as defined in Section 3(d)hereof) and
(ii)the Gross Proceeds are expended for the governmental purposes of the issue within the
periods set forth below:
(1) at least 15% of such Gross Proceeds are spent within the six-month
period beginning on the Issue Date;
(ii) at least 60%of such Gross Proceeds are spent within the 1-year period
beginning on the Issue Date; and
A-7
(iii) at least 100% of such Gross Proceeds are spent within the 18-month
period beginning on the Issue Date.
As set forth in Section 1.148-7(d)(2) of the Regulations, for purposes of the
expenditure requirements set forth in this Section 3(e), 100% of the Gross Proceeds of the
Series 2022 Bonds shall be treated as expended for the governmental purposes of the issue
within the 18-month period beginning on the Issue Date if such requirement is met within
the 30-month period beginning on the Issue Date and such requirement would have been
met within such 18-month period but for a reasonable retainage (not exceeding 5% of the
Net Proceeds of the Series 2022 Bonds). If Gross Proceeds are in fact expended by such
dates, then Rebatable Arbitrage need not be calculated and no payment thereof to the
United States Department of Treasury need be made. Any failure to satisfy the final
spending requirement shall be disregarded if the County exercises due diligence to
complete the project financed by the Series 2022 Bonds and the amount of the failure does
not exceed the lesser of(i) 3% of the issue price of the Series 2022 Bonds or(ii) $250,000.
Use of Gross Proceeds to redeem the Series 2022 Bonds shall not be treated as an
expenditure of such Gross Proceeds. For purposes of this Section 3(e), "Gross Proceeds"
shall be modified as described in Section 3(d) above.
(f) As an alternative to Sections 3(d) and (e) above, the obligation to pay
Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied
with respect to the Series 2022 Bonds if the Available Construction Proceeds (as defined
in Section 148(f)(4)(C)(vi) of the Code and described below) are expended for the
governmental purposes of the issue within the periods set forth below:
(1) at least 10% of such Available Construction Proceeds are spent within
the six-month period beginning on the Issue Date;
(ii) at least 45% of such Available Construction Proceeds are spent within
the 1-year period beginning on the Issue Date;
(iii) at least 75%of such Available Construction Proceeds are spent within
the eighteen-month period beginning on the Issue Date; and
(iv) at least 100% of such Available Construction Proceeds are spent
within the 2-year period beginning on the Issue Date.
For purposes of this Section 3(f), the term Available Construction Proceeds means the Net
Proceeds of the Series 2022 Bonds, increased by earnings on the Net Proceeds, earnings
on amounts in the Debt Service Reserve Account to the extent that such amounts were not
funded from proceeds of the Series 2022 Bonds, and earnings on all of the foregoing
earnings, and reduced by the amount of the Net Proceeds deposited to the Debt Service
Reserve Account and amounts used to pay issuance costs (including bond insurance
premiums). Notwithstanding the foregoing, Available Construction Proceeds shall not
A-8
include amounts earned on the Debt Service Reserve Account after the earlier of the close
of the two-year period beginning on the Issue Date or the date construction is substantially
completed. Notwithstanding the foregoing, the County elects pursuant to Section
148(f)(4)(C)(vi)(IV) of the Code not to include amounts earned on the Debt Service
Reserve Account in the definition of "Available Construction Proceeds." Any amounts
which constitute proceeds of the Series 2022 Bonds other than Available Construction
Proceeds and amounts on deposit in a bona fide debt service fund will be subject to rebate.
As set forth in Section 148(f)(4)(C)(iii) of the Code, for purposes of the expenditure
requirements set forth in this Section 3(f), 100% of Available Construction Proceeds of the
Series 2022 Bonds shall be treated as expended for the governmental purposes of the issue
within the 2-year period beginning on the Issue Date if such requirement is met within the
3-year period beginning on the Issue Date and such requirement would have been met
within such 2-year period but for a reasonable retainage (not exceeding 5% of the Net
Proceeds of the Series 2022 Bonds). Use of Available Construction Proceeds to redeem
the Series 2022 Bonds shall not be treated as an expenditure of such Proceeds.
Any failure to satisfy the final spending requirement shall be disregarded if the
County exercises due diligence to complete the project financed by the Series 2022 Bonds
and the amount of the failure does not exceed the lesser of(i) 3% of the issue price of the
Series 2022 Bonds or(ii) $250,000.
For purposes of Section 148(f)(4)(C)(vii) of the Code, in the event the County fails
to meet the expenditure requirements referred to above, the County may elect to pay, in
lieu of the Rebatable Arbitrage otherwise required to be paid with respect to such Gross
Proceeds, a penalty with respect to the close of each 6-month period after the Issue Date
equal to 1.5% of the amount of the Available Construction Proceeds of the Series 2022
Bonds which, as of the close of such period, are not spent as required by the expenditure
provisions set forth above. The penalty referred to above shall cease to apply only after
the Series 2022 Bonds (including any refunding bonds issued with respect thereto) are no
longer outstanding. The County makes no election in regard to the above-described
penalty.
In order to qualify for the exemption from the obligation to pay Rebatable Arbitrage
to the United States pursuant to this Section 3(f),at least 75% of the Available Construction
Proceeds must be used for construction expenditures (as defined in Section. 1.148-7(g) of
the Regulations) with respect to property which is owned by a governmental unit or an
organization described in Section 501(c)(3) of the Code. The term "construction" includes
reconstruction and rehabilitation of existing property and rules similar to the rules of
Section 142(b)(1)(B) of the Code shall apply. If only a portion of an issue is to be used for
construction expenditures, such portion and the other portion of such issue may, at the
election of the issuer, be treated as separate issues for purposes of this Section 3(f)
A-9
(although the remaining portion may not be entitled to the benefits of Section 3(d) hereof).
The County does not elect to treat any portion of the Series 2022 Bonds as a separate issue.
(g) The County shall keep proper books of records and accounts containing
complete and correct entries of all transactions relating to the receipt, investment,
disbursement, allocation and application of the moneys related to the Series 2022 Bonds,
including moneys derived from, pledged to, or to be used to make payments on the Series
2022 Bonds. Such records shall, at a minimum, be adequate to enable the County or its
consultants to make the calculations for payment of Rebatable Arbitrage as required by this
Arbitrage Rebate Statement. The records required to be maintained under this Section 3(g)
shall be retained by the County until six years after the retirement of the last obligation of
the Series 2022 Bonds or for such other period as the United States Treasury may by
regulations otherwise provide. Such records shall at least specify the account or fund to
which each investment (or portion thereof) is to be allocated and shall set forth, in the case
of each investment security, (1) its purchase price (including the amount of accrued interest
to be stated separately), (ii) identifying information, including par amount, coupon rate,
and payment dates, (iii) the amount received at maturity or its sale price, as the case may
be, including accrued interest, (iv) the amounts and dates of any payments made with
respect thereto, (v) the dates of acquisition and disposition or maturity, (vi) the amount of
original issue discount or premium (if any), (vii) the frequency of periodic payments (and
actual dates and amounts of receipts), (viii)the period of compounding, (ix)the transaction
costs (e.g., commissions) incurred in acquiring, carrying or disposing of the Nonpurpose
Investments, and (x) market price data sufficient to establish that the purchase price
(disposition price) was not greater than (less than) the arm's-length price (see Section 4
below)on the date of acquisition(disposition) or, if earlier, on the date of a binding contract
to acquire (dispose of) such Nonpurpose Investment.
SECTION 4. MARKET PRICE RULES. Except as provided below, the
County agrees to comply with the requirements relating to the "Fair Market Value" of
acquired Nonpurpose Investments, as defined in Section 1.148-5(d) of the Regulations
("Fair Market Value"). All investments required to be made pursuant to this Statement
shall be made to the extent permitted by law. In this regard, the County agrees, among
other things, that it will not acquire or cause to be acquired a Nonpurpose Investment (or
any other investment acquired with Gross Proceeds or on deposit in the Rebate Fund), for
a price in excess of its Fair Market Value or sell any such investment at a price(determined
without any reduction for transaction costs) less than its Fair Market Value, except as
provided below. For this purpose, the following rules shall apply:
(a) Established securities markets. Except as otherwise provided below, any
market especially established to provide a security or obligation to an issuer of municipal
obligations shall not be treated as an established market and shall be rebuttably presumed
to be acquired or disposed of for a price that is not its Fair Market Value.
A-10
(b) Arm's-length price. Any transaction in which a Nonpurpose Investment is
directly purchased with Gross Proceeds, or in which a Nonpurpose Investment allocable to
Gross Proceeds is disposed of, shall be undertaken in an arm's-length manner, and no
amount shall be paid to reduce the yield on the Nonpurpose Investment.
(c) Safe harbor for establishing Fair Market Value for guaranteed investment
contracts and Nonpurpose Investments purchased for a yield restricted defeasance escrow.
In the case of a guaranteed investment contract or Nonpurpose Investments purchased for
a yield restricted defeasance escrow, the purchase price shall not be considered to be an
arm's-length price unless all the following conditions are met:
(1) The County makes a bona fide solicitation ("Bona Fide Solicitation")
for the purchase of the investment that satisfies all of the following requirements:
(1) The bid specifications are in writing and are timely forwarded
to potential providers;
(2) The bid specifications include all terms of the bid that may
directly or indirectly affect the yield or the cost of the investment;
(3) The bid specifications include a statement notifying potential
providers that submission of a bid is a representation that the potential
provider did not consult with any other potential provider about its bid, that
the bid was determined without regard to any other formal or informal
agreement that the potential provider has with the County or any other person
(whether or not in connection with the bond issue), and that the bid is not
being submitted solely as a courtesy to the County or any other person for
purposes of satisfying these requirements;
(4) The terms of the bid specifications are such that there is a
legitimate business purpose for each term other than to increase the purchase
price or reduce the yield of the investment (e.g., for solicitations of
Nonpurpose Investments for a yield restricted defeasance escrow, the hold
firm period must be no longer than the County reasonably requires);
(5) For purchases of guaranteed investment contracts only, the
terms of the solicitation take into account the County's reasonably expected
deposit and draw down schedule for the amounts to be invested;
(6) All potential providers have an equal opportunity to bid (e.g.,
no potential provider is given the opportunity to review other bids before
providing a bid); and
A-1 I
(7) At least three providers are solicited for bids that have an
established industry reputation as a competitive provider of the type of
investments being purchased.
(ii) The bids received by the County must meet all of the following
requirements:
(1) The County receives at least three bids from providers that the
County solicited under a Bona Fide Solicitation and that do not have a
material financial interest in the issue. A lead underwriter in a negotiated
underwriting transaction is deemed to have a material financial interest in the
issue until 15 days after the issue date of the issue. In addition, any entity
acting as a financial advisor with respect to the purchase of the investment at
the time the bid specifications are forwarded to potential providers has a
material financial interest in the issue. A provider that is a related party to a
provider that has a material financial interest in the issue is deemed to have
a material financial interest in the issue.
(2) At least one of the three bids described in paragraph (c)(ii)(1)
above is from a provider that has an established industry reputation as a
competitive provider of the type of investments being purchased; and
(3) If the County uses an agent to conduct the bidding process, the
agent did not bid to provide the investment.
(iii) The winning bid must meet the following requirements:
(1) Guaranteed investment contracts. If the investment is a
guaranteed investment contract, the winning bid is the highest yielding bona
fide bid (determined net of any broker's fees).
(2) Other Nonpurpose Investments. If the investment is not a
guaranteed investment contract, the following requirements are met:
(A) The winning bid is the lowest cost bona fide bid
(including any broker's fees). The lowest bid is either the lowest cost
bid for the portfolio or, if the County compares the bids on an
investment-by-investment basis, the aggregate cost of a portfolio
comprised of the lowest cost bid for each investment. Any payment
received by the County from a provider at the time a guaranteed
investment contract is purchased (e.g., an escrow float contract) for a
yield restricted defeasance escrow under a bidding procedure meeting
these requirements is taken into account in determining the lowest
cost bid.
A-12
(B) The lowest cost bona fide bid (including any broker's
fees) is not greater than the cost of the most efficient portfolio
comprised exclusively of State and Local Government Series
Securities from the United States Department of the Treasury, Bureau
of Public Debt. The cost of the most efficient portfolio of State and
Local Government Series Securities is to be determined at the time
that bids are required to be submitted pursuant to the terms of the bid
specifications. If such State and Local Government Series Securities
are not available for purchase on the day that bids are required to be
submitted because sales of those securities have been suspended, the
cost comparison described in this paragraph is not required.
(iv) The provider of the investments or the obligor on the guaranteed
investment contract certifies the administrative costs that it pays (or expects to pay)
to third parties in connection with supplying the investment.
(d) The County shall retain certificates and records documenting compliance
with the above requirements until three years after the last outstanding Series 2022 Bond
is redeemed including, but not limited to, the following:
(i) For purchases of guaranteed investment contracts, a copy of the
contract, and for purchases of Nonpurpose Investments other than guaranteed
investment contracts, the purchase agreement or confirmation;
(ii) The receipt or other record of the amount actually paid by the County
for the investments, including a record of any administrative costs paid by the
County and the certification required in paragraph (c)(iv) above;
(iii) For each bid that is submitted, the name of the person and entity
submitting the bid, the time and date of the bid, and the bid results;
(iv) The bid solicitation form and, if the terms of the purchase agreement
or the guaranteed investment contract deviated from the bid solicitation form or a
submitted bid is modified, a brief statement explaining the deviation and stating the
purpose for the deviation; and
(v) For purchase of Nonpurpose Investments other than guaranteed
investment contracts, the cost of the most efficient portfolio of State and Local
Government Series Securities, determined at the time that the bids were required to
be submitted.
SECTION 5. MODIFICATION UPON RECEIPT OF BOND
COUNSEL OPINION. Notwithstanding any provision of this Statement, if the County
shall receive an opinion of Bond Counsel that any specified action required under this
A-13
Statement is no longer required or that some further or different action is required to
maintain or assure the interest on the Series 2022 Bonds shall be excluded from gross
income for federal income tax purposes,the County may conclusively rely on such opinion
in complying with the requirements of this Statement and the covenants herein shall be
deemed to be modified to that extent. This Statement shall be amended or modified by the
parties hereto in any manner which is necessary to comply with such regulations as may
be promulgated by the United States Treasury Department from time to time.
SECTION 6. ACCOUNTING FOR GROSS PROCEEDS. In order to
perform the calculations required by the Code and the Regulations, it is necessary to track
the investment and expenditure of all Gross Proceeds. To that end, the County must adopt
reasonable and consistently applied methods of accounting for all Gross Proceeds.
Appendix I hereto sets forth a description of the required allocation and accounting rules
with which the County agrees to comply.
SECTION 7. ADMINISTRATIVE COSTS OF INVESTMENTS. Except
as otherwise provided in this Section 7, an allocation of Gross Proceeds to a payment or
receipt on a Nonpurpose Investment is not adjusted to take into account any costs or
expenses paid, directly or indirectly, to purchase, carry, sell or retire the Nonpurpose
Investment (administrative costs). Thus, administrative costs generally do not increase the
payments for, or reduce the receipts from, Nonpurpose Investments.
In determining payments and receipts on Nonpurpose Investments, Qualified
Administrative Costs are taken into account by increasing payments for, or reducing the
receipts from, the Nonpurpose Investments. Qualified Administrative Costs are
reasonable, direct administrative costs, other than carrying costs, such as separately stated
brokerage or selling commissions, but not legal and accounting fees, recordkeeping,
custody and similar costs. General overhead costs and similar indirect costs of the County
such as employee salaries and office expenses and costs associated with computing
Rebatable Arbitrage are not Qualified Administrative Costs.
Allocation and accounting rules are provided in Appendix I attached hereto.
A-14
APPENDIX I
ALLOCATION AND ACCOUNTING RULES
(a) General Rule. Any issuer may use any reasonable, consistently applied
accounting method to account for Gross Proceeds, investments and expenditures of an
issue. An accounting method is "consistently applied" if it is applied uniformly within a
Fiscal Period (as hereinafter defined) and between Fiscal Periods to account for Gross
Proceeds of an issue and any amounts that are in a commingled fund.
(b) Allocation of Gross Proceeds to an Issue. Amounts are allocable to only one
issue at a time as Gross Proceeds. Amounts cease to be allocated to an issue as Proceeds
only when those amounts (i) are allocated to an expenditure for a governmental purpose;
(ii) are allocated to Transferred Proceeds of another issue of obligations; or (iii) cease to
be allocated to that issue at retirement of the issue or under the Universal Cap.
(c) Allocation of Gross Proceeds to Investments. Upon the purchase or sale of
a Nonpurpose Investment, Gross Proceeds of an issue are not allocated to a payment for
that Nonpurpose Investment in an amount greater than, or to a receipt from that
Nonpurpose Investment in an amount less than, the Fair Market Value of the Nonpurpose
Investment as of the purchase or sale date. The Fair Market Value of a Nonpurpose
Investment is adjusted to take into account Qualified Administrative Costs allocable to the
investment. Thus, Qualified Administrative Costs increase the payments for, or decrease
the receipts from, a Nonpurpose Investment.
(d) Allocation of Gross Proceeds to Expenditures. Reasonable accounting
methods for allocating funds from different sources to expenditures for the same
governmental purpose include a "specific tracing" method, a "gross-proceeds-spent-first"
method, a "first-in-first-out" method or a ratable allocation method, so long as the method
used is consistently applied. An allocation of Gross Proceeds of an issue to an expenditure
must involve a current outlay of cash for a governmental purpose of the issue. A current
outlay of cash means an outlay reasonably expected to occur not later than five banking
days after the date as of which the allocation of Gross Proceeds to the expenditure is made.
(e) Commingled Funds. Any fund or account that contains both Gross Proceeds
of an issue and amounts in excess of$25,000 that are not Gross Proceeds of that issue if
the amounts in the fund or account are invested and accounted for collectively, without
regard to the source of the funds deposited therein, constitutes a "commingled fund." All
payments and receipts (including deemed payments and receipts) on investments held by
a commingled fund must be allocated(but not necessarily distributed)among each different
source of funds invested in the commingled fund in accordance with a consistently applied,
reasonable ratable allocation method. Reasonable ratable allocation methods include,
without limitation, methods that allocate payments and receipts in proportion to either (i)
the average daily balances of the amounts in the commingled fund from each different
source of funds during any consistent time period within its fiscal year,but at least quarterly
(the "Fiscal Period"); or (ii) the average of the beginning and ending balances of the
A-I-1
amounts in the commingled fund from each different source of funds for a Fiscal Period
that does not exceed one month.
Funds invested in the commingled fund may be allocated directly to expenditures
for governmental purposes pursuant to a reasonable consistently applied accounting
method. If a ratable allocation method is used to allocate expenditures from the
commingled fund, the same ratable allocation method must be used to allocate payments
and receipts on investments in the commingled fund.
Generally a commingled fund must treat all its investments as if sold at Fair Market
Value either on the last day of the fiscal year or on the last day of each Fiscal Period. The
net gains or losses from these deemed sales of investments must be allocated to each
different source of funds invested in the commingled fund during the period since the last
allocation. This mark-to-market requirement does not apply if(1) the remaining weighted
average maturity of all investments held by a commingled fund during a particular fiscal
year does not exceed 18 months, and the investments held by the commingled fund during
that fiscal year consist exclusively of obligations; or (ii) the commingled fund operated
exclusively as a reserve fund, sinking fund or replacement fund for two or more issues of
the same issuer. Subject to the Universal Cap limitation, and the principle that amounts
are allocable to only one issue at a time as Gross Proceeds, investments held by a
commingled fund must be allocated ratably among the issues served by the commingled
fund in proportion to either (i) the relative values of the bonds of those issues; (ii) the
relative amounts of the remaining maximum annual debt service requirements on the
outstanding principal amounts of those issues; or (iii) the relative original stated principal
amounts of the outstanding issues.
(f) Universal Cap. Amounts that would otherwise be Gross Proceeds allocable
to an issue are allocated(and remain allocated) to the issue only to the extent that the Value
of the Nonpurpose Investments allocable to those Gross Proceeds does not exceed the
Value of all outstanding bonds of the issue. Nonpurpose Investments allocated to Gross
Proceeds in a bona fide debt service fund for an issue are not taken into account in
determining the Value of the Nonpurpose Investments, and those Nonpurpose Investments
remain allocated to the issue. To the extent that the Value of the Nonpurpose Investments
allocable to the Gross Proceeds of an issue exceed the Value of all outstanding bonds of
that issue, an issuer should seek the advice of Bond Counsel for the procedures necessary
to comply with the Universal Cap.
(g) Expenditure for Working; Capital Purposes. Subject to certain exceptions,
the Proceeds of an issue may only be allocated to "working capital expenditures" as of any
date to the extent that those expenditures exceed "available amounts" as of that date (i.e.,
"proceeds-spent-last").
For purposes of this section, "working capital expenditures" include all expenditures
other than "capital expenditures." "Capital expenditures" are costs of a type properly
A-I-2
chargeable (or chargeable upon proper election) to a capital account under general federal
income tax principles. Such costs include, for example,costs incurred to acquire, construct
or improve land, buildings and equipment having a reasonably expected useful life in
excess of one year. Thus, working capital expenditures include, among other things,
expenditures for current operating expenses and debt service.
For purposes of this section, "available amount" means any amount that is available
to an issuer for working capital expenditure purposes of the type financed by the issue.
Available amount excludes Proceeds of the issue but includes cash, investments and other
amounts held in accounts or otherwise by an issuer for working capital expenditures of the
type being financed by the issue without legislative or judicial action and without a
legislative, judicial or contractual requirement that those amounts be reimbursed.
Notwithstanding the preceding sentence, a "reasonable working capital reserve" is treated
as unavailable. A working capital reserve is reasonable if it does not exceed five percent
of the actual working capital expenditures of an issuer in the fiscal year before the year in
which the determination of available amounts is made. For purpose of the preceding
sentence only,in determining the working capital expenditures of an issuer for a prior fiscal
year, any expenditures (whether capital or working capital expenditures) that are paid out
of current revenues may be treated as working capital expenditures.
The proceeds-spent-last requirement does not apply to expenditures to pay (i) any
Qualified Administrative Costs; (11) fees for qualified guarantees of the issue or payments
for a qualified hedge for the issue; (111) interest on the issue for a period commencing on
the Issue Date and ending on the date that is the later of three years from the Issue Date or
one year after the date on which the financed capital improvements is placed in service;
(iv)the United States for yield reduction payments(including rebate payments)or penalties
for the failure to meet the spend down requirements associated with certain spending
exceptions to the rebate requirement; (v) costs, other than those described in (i) through
(iv) above, that do not exceed five percent of the Sale Proceeds of an issue and that are
directly related to capital expenditures financed by the issue(e.g.,initial operating expenses
for a new capital project); (vi)principal or interest on an issue paid from unexpected excess
sale or Investment Proceeds; (vii) principal or interest on an issue paid from investment
earnings on a reserve or replacement fund that are deposited in a bona fide debt service
fund; and (viii) principal, interest or redemption premium on a prior issue and, for a
crossover Series 2022 Bonds, interest on that issue. Notwithstanding the preceding
paragraph, the exceptions described above do not apply if the allocation merely substitutes
Gross Proceeds for other amounts that would have been used to make those expenditures
in a manner that gives rise to Replacement Proceeds.
A-1-3
EXHIBIT B
FINANCIAL ADVISOR'S CERTIFICATE
The undersigned, acting on behalf of Frasca &Associates, LLC, Financial Advisor
with respect to the $41,340,000 Monroe County, Florida Airport Revenue Bonds (Key
West International Airport), Series 2022(AMT)(the "Series 2022 Bonds"),hereby certifies
to Mon-roe County, Florida(the "County") that:
1. The funding of the Reserve Account, as described in the County's Certificate
as to Arbitrage and Certain Other Tax Matters Regarding the Series 2022 Bonds to which
this certificate is attached (the "Arbitrage Certificate") in an amount equal to the Reserve
Account Requirement for the Bonds was a vital factor in marketing the Series 2022 Bonds,
facilitated the marketing of the Series 2022 Bonds at an interest rate comparable to that of
other bond issues of a similar type and was a substantial factor in obtaining the highest
possible investment ratings on the Series 2022 Bonds and in our view is reasonably
required.
2. The 2022 Bond Yield as described in the Arbitrage Certificate is accurate as
of the date hereof.
We understand that the representation set forth above is being relied on by the
County in the Arbitrage Certificate.
Dated: September 15, 2022 FRASCA & ASSOCIATES, LLC
By:
Ken Cushine, Principal
B-1
EXHIBIT C
CERTIFICATE OF REPRESENTATIVE REGARDING ISSUE PRICE
$41,340,000
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 August 31, 2022,between
the County and BofA, as representative of the Underwriting Group.
1. 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 Hold-the-Offering-Price Maturities.
a) 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.
b) As set forth in the Contract of Purchase, the members of the
Underwriting Group have agreed in writing that, (1) 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-
C-1
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
August 31, 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.
"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 August 31, 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
C-2
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: September 15, 2022
BofA SECURITIES INC.
By:
Name.'C60"ry eW&Kski
Title: Managing Director
C-3
Schedule A
SALE PRICE OF THE BONDS
SALE PRICES OF THE GENERAL RULE MATURITIES
Serial Series 2022 Bonds
Maturity Principal Interest
(October 1) Amount Rate Yield Price
2025 $ 605,000 5.000% 3.280% 104.943
2026 480,000 5.000 3.400 105.996
2027 505,000 5.000 3.480 106.975
2028 530,000 5.000 3.580 107.654
2029 875,000 5.000 3.660 108.252
2030 920,000 5.000 3.770 108.465
2031 965,000 5.000 3.930 108.076
2032 1,015,000 5.000 4.050 107.774
2034 1,120,000 5.000 4.360* 105.158
2035 1,175,000 5.000 4.470* 104.249
2036 1,235,000 5.000 4.530* 103.757
2037 1,295,000 5.000 4.580* 103.349
2038 1,360,000 5.000 4.640* 102.862
2039 1,430,000 5.000 4.710* 102.297
2040 1,500,000 5.000 4.750* 101.976
2041 1,575,000 5.000 4.800* 101.576
2042 1,655,000 5.000 4.840* 101.258
$9,640,000 5.250%Term Bond due on October 1,2047 Yield 4.900%* --Price 102.747
$12,395,000 5.000%Term Bond due on October 1,2052 Yield 5.000%--Price 100.000
INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE
MATURITIES
Maturity Principal Interest
(October 1) Amount Rate Yield Price
2033 $1,065,000 5.000% 4.200%* 106.498
*Yields calculated to the first optional call date of October 1, 2032.
Schedule B
Soporting Documentation
RE: $ 41.340'080
MONROE COUNTY, FLORIDA
AIRPORT REVENUE BONDS
(KEY WEST INTERNATIONAL AIRPORT)
SERIES 2022 (AMT)
FINAL PRICING IS AS FOLLOWS:
SUBJECT TO ALTERNATIVE MINIMUM TAX
MOODY'S: 8aa2 (Stable) S&P:
FIT[H: A- (Stable) KROLL/
DATED:09/I5/IO2I FIRST [DUPON:84/01/2023
DUE: 18/0l
INITIAL TRADE DATE:
ADD'L
TAKEDOWN
MATURITY AMOUNT COUPON PRICE ( Pts ) [U5ZP
10/01/2025 605M 5.00% 3.28 1/2 610466AB0
(Approx. $ Price 184,943)
18/01/2026 480M 5.00% 3.40 1/2 6104664C8
(Approx. $ Price 105.996)
10/81/2027 585M 5.00% 3,48 1/2 610466A06
(Approx. $ Price 106.975)
I0/01/2028 530M 5.80% 3.58 1/2 619466AE4
(Approx. $ Price 107.654)
10/01/2029 875M 5.00% 3.66 1/2 6104664F1
(Approx. $ Price 188,252)
10/81/2038 920M 5.00% 3.77 1/2 610466AG9
(Approx. $ Price 108,465)
10/01/2931 965M 5.00% 3,03 1/2 610466AH7
(Approx. $ Price 108,076)
10/81/2032 1,015M 5,00% 4,05 1/2 620466A]3
(Approx. $ Price 107,774)
10/01/2033 1,065M 5,00% 4,20 1/2 610466AK0
(Approx. $ Price PTC 10/01/2832 196.498)
10/01/2034 1,120M 5,00% 4.36 1/2 610466XL8
(Approx. $ Price PTC 10/01/2032 105.158)
10/01/2035 1/175M 5.80% 4.47 1/2 610466AM6
(Approx. $ Price PT[ 10/01/2032 104.249)
10/82/2036 1,235M 5.90% 4.53 1/2 6184664N4
(Approx. $ Price PT[ 10/01/203I 103.757)
10/01/2037 1,295M 5.80% 4.58 1/2 6104664P9
(Approx. $ Price PT[ 10/01/I032 103.349)
10/01/2038 1^360M 5.00% 4.64 1/2 610466AO7
(Approx. $ Price PT[ I0/81/2832 102.862)
10/01/2039 1'430M 5,00% 4.71 1/2 610466AR5
(Approx. $ Price PTC 10/01/2032 102.297)
10/01/2040 1'500M 5.00% 4.75 1/2 610460AS3
(Approx. $ Price PT[ 10/01/I03I 101.976)
18/01/2041 1^575M 5.00% 4.80 1/2 610466AT1
(Approx. $ Price PoC 10/01/203I 102.576)
18/01/I042 1,655M 5.00% 4.84 l/l 618466AU8
(Approx. $ Price PT[ 10/01/2032 101,258)
10/01/2047 9,640M 5.25% 4,98 1/2 610466AV6
(Approx. $ Price PT[ 18/01/2032 IO2.747)
10/01/2052 12^395M 5,00% 100,08 1/2 610466AW4
-------------------'-------------'-----
[ALL FEATURES: Optional call in 10/01/2032 @ 100.00
---------------'-----------------------
Sinking Fund Schedule
2047 Term Bond
10/01/2843 1/735M
10/01/2044 1'825M
10/01/2045 1,925M
10/01/2046 2,025M
10/01/I047 2'130M
Sinking Fund Schedule
2052 Term Bond
10/01/2048 2,245M
10/01/2949 2,355M
I0/01/I050 2,475R
10/0I/2051 2'595M
10/01/2052 2,725M
\
Blue Sky Survey
Filings required:
Not cleared -NV' WA
PRIORITY OF ORDERS AS FOLLOWS:
1. Florida Individual Retail (up to $1,008,000)
Z. National Individual Retail (up to $1,008/008)
3. Group Net**
4. Member
"Except if an investor is affiliated with a syndicate member in which case the
economics
will be reallocated to the other managers according to their proportionate
liability.
DEFINITION OF RETAIL:
1. A "Retail Order" is defined as an order placed for the direct placement to an
account
of an individual up to a maximum of $1^000,000 per account.
2. Retail orders greater than $1'000,000 will be accepted subject to approval by
the
[ounty/EYW" Financial Advisor" and Senior Manager.
3. Florida Retail is defined as individuals domiciled in the State of Florida.
4. Zip codes will be required on all retail orders.
S. Retail orders do not include bank trust departments, registered investment
advisors,
bank portfolios, delivery vs. payment accounts' insurance companies, bond funds or
broker
dealers. Professional Retail accounts placing orders on behalf of one or more
Separately
Managed Accounts will not be considered a Retail Order.
6. Any order generated through Distribution Agreements, with a third party broker,
shall
not be considered a Retail Order' unless the order is a direct order of a Retail
Customer
of the firm having the Distribution Agreement with the Syndicate Member.
7. Pursuant to MSK8 Rule G11, all syndicate members must inform 8ofA if they are
submitting an order for their own account, an affiliated account' or a related
account to
themselves or to any other syndicate member.
O. Stock orders are not permitted to be entered during the retail order period.
9. All Syndicate Members must agree that they will only submit retail orders on
behalf of
legitimate retail accounts. The County/EYW and its Financial Advisor have the
right,
during and after the order period, to audit any retail orders to determine that the
orders
are legitimate. If the [ounty/EYW determines that a retail order is not legitimate,
it may
at its sole discretion:
a. Disallow the takedown associated with the order.
b. Cancel the order.
c. Report the mischaracLerization to the MSRB.
d. Take any other action deemed appropriate by the County/EYW, including the
forfeiture of
other allocated takedowns for the firm.
PRIORITY POLICY:
The Senior Manager requests the identification of all priority orders at the time
the
orders are entered.
UNDERWRITERS
PARTICIPATIONS
-----------
----------'---
BofA Securities
70.008%
PN[ Capital Markets LL[
30.000%
--------------
ISSUE TOTAL: �
41,]40'000
The compliance addendum MSRB Rule G-11 will apply.
The Award is final for Wednesday, August 31, 2022 at Eastern.
Delivery is firm for Thursday, September 15' 2022.
This issue is hook entry only. This issue is clearing through DT[.
Award: 08/3I/2022
Delivery: 09/15/2822 (Firm)
Initial trade:
Date of Execution:
Time of Execution:
BqfA Securities
PN[ Capital Markets LL[
RE: $ 41'340,000
MONROE COUNTY, FLORIDA
AIRPORT REVENUE BONDS
(KEY WEST INTERNATIONAL AIRPORT)
SERIES 2022 (AMT)
FINAL PRICING IS AS FOLLOWS:
SUBJECT TO ALTERNATIVE MINIMUM TAX
M0ODY'S: Baa2 (Stable) S&P:
FITCH: A' (Stable) KROLL:
DATED:89/15/2022 FIRST [OUPON:04/01/I023
DUE: 10/01
INITIAL TRADE DATE:
ADD' L
TAKEDOWN
MATURITY AMOUNT COUPON PRICE ( Pts ) [U6ZP
10/01/I025 605M 5,00% 3.28 1/2 610466AB0
(Approx. $ Price I04.943)
10/01/2026 480M 5.90% 3.40 1/2 610466A[8
(Approx. $ Price 105.996)
10/01/2027 505M 5.08% 3.48 1/2 618466AO6
(Approx. $ Price 106.975)
10/81/2028 530M 5.00% 3,58 1/2 610466AE4
(Approx. $ Price 107.654)
10/01/2029 875M 5,00% 3.66 1/2 610466AFl
(Approx. $ Price 188.252)
10/01/2030 920M 5.00% 3.77 1/2 610466AG9
(Approx. $ Price 108,465)
10/01/2031 965M 5.00% 3.93 1/2 610466AH7
(Approx. $ Price I08,076)
I0/01/2032 1,015M 5,00% 4,05 1/2 6I0466A]3
(Approx. $ Price 107.774)
10/01/2033 1,865M 5,00% 4,20 1/2 610466AK0
(Approx. $ Price PT[ 10/01/2032 106,498)
10/01/2034 1'120M 5.00% 4,36 1/2 610466AL8
(Approx. $ Price PTC 10/01/2832 105,158)
10/01/2835 l'175M 5.00% 4.47 1/2 610466AM6
(Approx. $ Price PTC 10/01/2032 104.249)
10/01/2036 1,235M 5.00% 4,53 1/2 610466AN4
(Approx. $ Price PT[ 18/01/2032 103,757)
10/01/2037 1^295M 5.00% 4.58 1/2 610466AP9
(Approx. $ Price PT[ 10/81/2032 103.349)
10/01/2038 1,360M 5.00% 4.64 1/2 610466AO7
(Approx. $ Price PT[ 10/01/203I 182.862)
10/01/2039 1'430M 5,00% 4.71 1/2 610466AR5
(Approx. $ Price PT[ 10/01/2032 102,297)
10/01/2040 1,500M 5.00% 4.75 1/2 610466AS3
(Approx. $ Price PT[ 10/81/283I 101.976)
10/01/2041 1'575M 5.00% 4.80 1/2 618466AT1
(Approx. $ Price PT[ 10/81/2832 101.576)
18/01/2042 1.655H 5,08% 4,84 1/2 610466AU8
(Approx. $ Price PT[ 10/01/203I 181.258)
10/01/2047 9,640M 5.25% 4.90 1/2 610466AV6
(Approx. $ Price PT[ 10/01/2032 102.747)
10/01/2052 12,395M 5,00% 100.00 1/2 610466AW4
-----------------------------------'---
[4LL FEATURES: Optional call in 10/81/2032 @ 100.00
---------------------------------------
Sinking Fund Schedule
2047 Term Bond
10/81/2043 1,735M
10/01/2044 1,825M
10/81/2045 1,925M
10/01/2046 I'925M
10/81/2047 2,130M
Sinking Fund Schedule
2852 Term Bond
10/81/2048 2/245M
10/01/2049 2,355M
10/01/2050 2/475M
10/91/2051 2'595M
I0/81/2052 2'725M
�
Blue Sky Survey
Filings required:
Not cleared -NV, WA
PRIORITY OF ORDERS AS FOLLOWS:
l, Florida Individual Retail (up to $1,008,000)
2, National Individual Retail (up to $1'000'000)
3. Group Net**
4. Member
"Except if an investor is affiliated with a syndicate member in which case the
economics
will be reallocated to the other managers according to their proportionate
liability.
DEFINITION OF RETAIL:
l, A "Retail Order" is defined as an order placed for the direct placement to an
account
of an individual up to a maximum of $1,000,000 per account.
2. Retail orders greater than $1'000'000 will he accepted subject to approval by
the
[ounty/EYW, Financial Advisor, and Senior Manager.
3. Florida Retail is defined as individuals domiciled in the State of Florida.
4. Zip codes will be required on all retail orders.
5. Retail orders do not include bank trust departments, registered investment
advisors,
bank portfolios, delivery vs. payment accounts' insurance companies' bond funds or
broker
dealers. Professional Retail accounts placing orders on behalf of one or more
Separately
Managed Accounts will not be considered a Retail Order.
6. Any order generated through Distribution Agreements, with a third party broker'
shall
not be considered a Retail Order/ unless the order is a direct order of a Retail
Customer
of the firm having the Distribution Agreement with the Syndicate Member.
7. Pursuant to MSRB Rule G11, all syndicate members must inform BofA if they are
submitting an order for their own account, an affiliated account' or a related
account to
themselves or to any other syndicate member.
O. Stock orders are not permitted to be entered during the retail order period.
9. All Syndicate Members must agree that they will only submit retail orders on
behalf of
legitimate retail accounts. The [ounty/EYW and its Financial Advisor have the
right,
during and after the order period, to audit any retail orders to determine that the
orders
are IegitimaLe. If the [ounty/EYW determines that a retail order is not legitimate'
it may
at its sole discretion:
a. Disallow the takedown associated with the order.
b. Cancel the order,
c. Report the mischaracterizatlon to the MSRB.
d. Take any other action deemed appropriate by the [ounty/EYW' including the
forfeiture of
other allocated takedowns for the firm.
PRIORITY POLICY:
The Senior Manager requests the identification of all priority orders at the time
the
orders are entered.
UNDERWRITERS
PARTICIPATIONS
-----------
--------------
BofA Securities
70.0&0%
PN[ Capital Markets LLC
30.000%
--------------
IS5UE TOTAL: �
4l'340,000
The compliance addendum MSR8 Rule G-ll will apply.
The Award is final for Wednesday' August ]l' 2022 at Eastern.
Delivery is firm for Thursday, September 15, 2022.
This issue is book entry only. This issue is clearing through DT[.
Award: 88/3I/2822
Delivery: 00/I5/I022 (Firm)
Initial trade:
Date of Execution:
Time of Execution:
BofA Securities
PN[ Capital Markets LL[