1.3 Contract of Purchase $41,340,000
MONROE COUNTY,FLORIDA
AIRPORT REVENUE BONDS
(KEY WEST INTERNATIONAL AIRPORT), SERIES 2022(AMT)
CONTRACT OF PURCHASE
August 31,2022
Monroe County, Florida
1100 Simonton Street,Suite 205
Key West,Florida 33040
Ladies and Gentlemen:
BofA Securities, Inc. and PNC Capital Markets LLC (collectively, the "Underwriters"), acting
through BofA Securities, Inc., as Representative of the Underwriters (the "Representative"), offers to enter
into the following agreement with you, Monroe County, Florida (hereinafter sometimes called the
"County")which,upon acceptance of this offer,will be binding upon you and upon the Underwriters. This
offer is made subject to your acceptance of this Contract of Purchase on or before 11:59 p.m., Florida time,
on August 31,2022.
1. Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations, warranties and covenants set forth herein,the Underwriters,jointly and severally hereby
agree to purchase from the County, and the County hereby agrees to sell to the Underwriters its Airport
Revenue Bonds (Key West International Airport), Series 2022(AMT) in the aggregate principal amount of
$41,340,000(the"2022 Bonds").The 2022 Bonds shall mature at the times, in the amounts and bear interest
at the rates per annurn having such prices and yields with such redemption provisions as set forth in
Appendix I hereto.Interest on the 2022 Bonds is payable on April 1,2023,and semi-annually thereafter on
each October I and April 1. The purchase price for the 2022 Bonds is $42,206,265.31 (the aggregate par
amount of the 2022 Bonds of $41,340,000.00, plus original issue premium of $1,119,928.95, and less an
Underwriters' discount of$253,663.64). All capitalized terms used and not defined herein shall have the
meanings assigned in the Resolution and/or the Official Statement(as defined below).
2. Authorizing Instruments and Source of Security.
The 2022 Bonds are being issued under the authority of, and in full compliance with the
Constitution and the laws of the State of Florida, Chapter 125, Part 1, Florida Statutes, Chapter 332,
Florida Statutes, and. other applicable provisions of law (collectively, the "Act"), and Resolution No.
206A-2022 adopted by the County Commission on August 17, 2022 (the "Master Resolution"), as
supplemented by Resolution No.20613-2022 adopted by the County Commission on August 17,2022(the
"Supplemental Resolution" and together with the Master Resolution, the "Resolution"). The 2022 Bonds
shall be secured by the Pledged Funds as defined in, and pursuant to,the Resolution.
The information required by Section 218.385(2), (3) and (6), Florida Statutes, to be provided to the
County by the Underwriters is set forth in Appendix 11 hereto.
1
3. Delivery of Official Statement and Other Documents.
(a) The County has provided to the Underwriters for their review the Preliminary
Official Statement dated August 18, 2022 (the "Preliminary Official Statement"), that the County deemed
final as of its date,except for certain omissions in connection with the pricing of the 2022 Bonds as permitted
(the "Permitted Omissions") by Rule 15c2-12 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "Rule"). The Underwriters have reviewed such
Preliminary Official Statement prior to the execution of this Contract of Purchase.
(b) With your acceptance hereof, you will deliver, at your expense, to the
Underwriters within seven (7) business days of the date hereof, and in any event not later than two (2)
business days before the Closing Date, copies of the final Official Statement (in such amounts as shall be
mutually agreed upon),dated the date hereof,together with all supplements and amendments thereto after
its publication and prior to the end of the underwriting period as contemplated in Subparagraph (m) of
Paragraph 9 hereof(hereinafter referred to as the"Official Statement"or the"final Official Statement").The
County authorizes, or ratifies as the case may be, the use and distribution of the Preliminary Official
Statement, the Official Statement and the Resolution in connection with the public offering and sale of the
2022 Bonds.
(c) The Representative agrees to file the Official Statement with the Electronic
Municipal Market Access("EMMA")of the Municipal Securities Rulemaking Board("MSRB")accompanied
by a completed Form G-32 as required by MSRB Rule G-32. The Underwriters agree that they will not
confirm the sale of any 2022 Bonds unless the confirmation of sale requesting payment is accompanied or
preceded by the delivery of a copy of the Official Statement.
(d) In order to assist the Underwriters in complying with the Rule, the County will
undertake, pursuant to the Resolution and the herein defined Continuing Disclosure Certificate (the
"Continuing Disclosure Undertaking"), to provide annual financial information and notices of the
occurrence of specified events.
(e) The Representative shall give notice to the County on the date after which no
participating underwriter, as such term is defined in the Rule, remains obligated to deliver a final Official
Statement pursuant to paragraph (b)(4) of the Rule. Unless the Representative provides written notice to
the contrary,the Closing Date(defined in Paragraph 11 of this Contract of Purchase)will be considered the
date after which no participating underwriter remains obligated to deliver final Official Statement under
the Rule.
(f) On the Closing Date, the County shall deliver, or cause to be delivered to the
Underwriters copies of the Resolution, certified to by the County, substantially in the form heretofore
delivered to the Underwriters.
4. Authority of the Representative. The Underwriters have heretofore designated and
represent that BofA Securities, Inc., has been duly authorized to execute this Contract of Purchase as
Representative, and has been duly authorized to act hereunder on behalf of the other Underwriter. 'The
Representative,on behalf of the Underwriters,hereby represents that, to the best of their knowledge, after
due inquiry,neither they nor any"person"or"affiliate"have been on the"convicted vendor list"during the
past 36 months as all such terms are defined in Section 287.133,Florida Statutes.
2
5. Public Offering. The Underwriters intend to make a bona fide public offering of all the
2022 Bonds at not in excess of the initial public offering prices or yields set forth on the inside cover page
of the printed paper form of the Official Statement.The Underwriters reserve the right to make concessions
to dealers,unit investment trusts and money market funds,certain of which may be sponsored or managed
by the Underwriters,and to change such initial public offering prices as the Underwriters reasonably deem
necessary in connection with the marketing of the 2022 Bonds. The County hereby authorizes the
Underwriters to use the final Official Statement and the information contained therein in connection with
the offering and sale of the 2022 Bonds and ratifies and confirms its authorization of the use by the
Underwriters prior to the date hereof of the Preliminary Official Statement in connection with such offering
and sale.
6. Establishment of Issue Price of the 2022 Bonds.
(a) The Representative, on behalf of the Underwriters, agrees to assist the County in
establishing the issue price of the 2022 Bonds and shall execute and deliver to the County on the Closing
Date an "issue price" or similar certificate, together with reasonable supporting documentation for such
certification, such as the supporting pricing wires or equivalent communications, substantially in the form
attached as Appendix IV, with such modifications as may be deemed appropriate or necessary, in the
reasonable Judgment of the Representative, the County and of Nabors, Giblin & Nickerson, P.A., Bond
Counsel, to accurately reflect, as applicable, the initial offering price or prices to the public and the actual
sales price or prices of the 2022 Bonds. All actions to be taken by the County under this Paragraph to
establish the issue price of the 2022 Bonds may be taken on behalf of the County by the County's financial
advisor,Frasca&Associates,LLC(the"Financial Advisor"),and any notice or report to be provided to the
County may be provided to the Financial Advisor.
(b) Except for the maturities set forth in Schedule A attached to the issue price
certificate, the County will treat the first price at which 10% of each maturity of the 2022 Bonds (the "10%
test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this
Contract of Purchase,the Representative shall report to the County the price or prices at which it has sold
to the public each maturity of the 2022 Bonds. For purposes of this Paragraph 6, if the 2022 Bonds mature
on the same date but have different series and interest rates, each separate CUSIP number within that
maturity will be treated as a separate maturity of such 2022 Bonds.
(c) The Representative confirms that the Underwriters have offered the 2022 Bonds to
the public on or before the date of this Contract of Purchase at the offering price or prices (the "initial
offering price"),or at the corresponding yield or yields,set forth in Appendix I attached,except as otherwise
set forth therein. Schedule A to the issue price certificate sets forth, as of the date of this Contract of
Purchase, the maturities of the 2022 Bonds for which the 10%test has not been satisfied and for which the
County and the Representative, on behalf of the Underwriters, agree that the restrictions set forth in the
next sentence shall apply,which will allow the County to treat the initial offering price to the public of each
such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So
long as the hold-the-offering-price rule remains applicable to any maturity of the 2022 Bonds, the
Representative will neither offer nor sell unsold 2022 Bonds of that maturity to any person at a price that is
higher than the initial offering price to the public during the period starting on the sale date and ending on
the earlier of the following:
(i) the close of the fifth(5th)business day after the sale date;or
3
(ii) the date on which the Underwriters have sold at least 10%of that maturity
of the 2022 Bonds to the public at a price that is no higher than the initial
offering price to the public.
Upon request, the Representative shall promptly advise the County when the Underwriters have
sold 10%of that maturity of the 2022 Bonds to the public at a price that is no higher than the initial offering
price to the public, if that occurs prior to the close of the fifth(5th)business day after the sale date.
(d) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and
each third-party distribution agreement (to which the Representative is a party) relating to the
initial sale of the 2022 Bonds to the public,together with the related pricing wires, contains or will
contain language obligating each Underwriter, each dealer who is a member of the selling group
and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold 2022 Bonds of
each maturity allocated to it, whether or not closing has occurred, until either all
2022 Bonds of that maturity allocated to it have been sold or it is notified by the
Representative that the 10% test has been satisfied as to the 2022 Bonds of that
maturity,provided that,the reporting obligation after the Closing Date may be at
reasonable periodic intervals or otherwise upon request of the Representative,and
(ii)to comply with the hold-the-offering-price rule,if applicable, if and for so long
as directed by the Representative and as set forth in the related pricing wires, and
(B) to promptly notify the Representative of any sales of 2022 Bonds that, to its
knowledge, are made to a purchaser who is a related party to an underwriter
participating in the initial sale of the 2022 Bonds to the public (each such term
being used as defined below), and
(C) to acknowledge that, unless otherwise advised by an Underwriter, dealer or
broker-dealer, the Representative shall assume that each order submitted by an
Underwriter, dealer or broker-dealer is a sale to the public.
(ii) any agreement among underwriters or selling group agreement relating
to the initial sale of the 2022 Bonds to the public, together with the related pricing wires, contains
or will contain language obligating each Underwriter or dealer that is a party to a third-party
distribution agreement to be employed in connection with the initial sale of the 2022 Bonds to the
public to require each broker-dealer that is a party to such third-party distribution agreement to
(A)report the prices at which it sells to the public the unsold 2022 Bonds of each maturity allocated
to it, whether or not closing has occurred, until either all 2022 Bonds of that maturity allocated to
it have been sold or it is notified by the Representative or such Underwriter or dealer that the 10%
test has been satisfied as to the 2022 Bonds of that maturity,provided that,the reporting obligation
after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the
Representative or such Underwriter or dealer, and (B) comply with the hold-the-offering-price
rule, if applicable, if and for so long as directed by the Representative or the Underwriter or the
dealer and as set forth in the related pricing wires.
4
(e) The County acknowledges that, in making the representation set forth in this
Paragraph, the Representative will rely on (i) the agreement of each Underwriter to comply with the
requirements for establishing issue price of the 2022 Bonds, including,but not limited to, its agreement to
comply with the hold-the-offering-price rule, if applicable to the 2022 Bonds, as set forth in an agreement
among underwriters and the related pricing wires, (ii) in the event a selling group has been created in
connection with the initial sale of the 2022 Bonds to the public, the agreement of each dealer who is a
member of the selling group to comply with the requirements for establishing issue price of the 2022 Bonds,
including,but not limited to,its agreement to comply with the hold-the-offering-price rule,if applicable to
the 2022 Bonds,as set forth in a selling group agreement and the related pricing wires,and(iii)in the event
that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution
agreement that was employed in connection with the initial sale of the 2022 Bonds to the public, the
agreement of each broker-dealer that is a party to such agreement to comply with the requirements for
establishing issue price of the 2022 Bonds, including,but not limited to, its agreement to comply with the
hold-the-offering-price rule, if applicable to the 2022 Bonds, as set forth in the third-party distribution
agreement and the related pricing wires.The County further acknowledges that each Underwriter shall be
solely liable for its failure to comply with its agreement regarding the requirements for establishing issue
price of the 2022 Bonds, including,but not limited to, its agreement to comply with the hold-the-offering-
price rule, if applicable to the 2022 Bonds, and that no Underwriter shall be liable for the failure of any
other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a
party to a third-party distribution agreement,to comply with its corresponding agreement to comply with
the requirements for establishing issue price of the 2022 Bonds,including,but not limited to,its agreement
to comply with the hold-the-offering-price rule,if applicable to the 2022 Bonds.
(f) The Underwriters acknowledge that sales of any 2022 Bonds to any person that is
a related party to an Underwriter shall not constitute sales to the public for purposes of this Paragraph.
Further, for purposes of this Paragraph:
(1) "public"means any person other than an underwriter or a related party;
(2) "underwriter" for the purposes of this Paragraph 6 means(A) any person
that agrees pursuant to a written contract with the County (or with the lead underwriter
to form an underwriting syndicate)to participate in the initial sale of the 2022 Bonds to the
public and(B) any person that agrees pursuant to a written contract directly or indirectly
with a person described in clause(A) to participate in the initial sale of the 2022 Bonds to
the public (including a member of a selling group or a party to a third-party distribution
agreement participating in the initial sale of the 2022 Bonds to the public;
(3) a purchaser of any of the 2022 Bonds is a"related party"to an underwriter
if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than
50%common ownership of the voting power or the total value of their stock,if both entities
are corporations(including direct ownership by one corporation of another),(B)more than
50% common ownership of their capital interests or profits interests, if both entities are
partnerships(including direct ownership by one partnership of another),or(C)more than
50% common ownership of the value of the outstanding stock of the corporation or the
capital interests or profit interests of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other), and
5
(4) sale date"means the date of execution of this Contract of Purchase by all
parties.
7. Reserved.
S. Good Faith Deposit. The Representative has delivered to the County herewith an amount
equal to$366,700.00(Three Hundred Sixty-Six Thousand Seven Hundred Dollars) (calculated as 1%,of the
estimated principal amount of the 2022 Bonds as reflected in the Preliminary Official Statement) by wire
transfer as a good faith deposit (the "Good Faith Deposit"). The County agrees to hold such Good Faith
Deposit until the payment of the full amount of the purchase price on the Closing Date as provided in
Paragraph 11 hereof and,in the event of the Underwriters'compliance with such obligation,upon Closing,
the Good Faith Deposit shall be applied as a credit against the purchase price otherwise due. Should the
County fail to tender the 2022 Bonds for delivery on the Closing Date, or should the County be unable to
satisfy the conditions of the obligations of the Underwriters to purchase,accept delivery of and pay for the
2022 Bonds, as set forth in this Contract of Purchase(unless waived by the Underwriters), or should such
obligations of the Underwriters be terminated by the Underwriters for any reason permitted by this
Contract of Purchase (other than due to the failure of the Representative to comply with Paragraph 6
hereof), such Good Faith Deposit will immediately be returned to the Representative.In the event that the
Underwriters fail(other than for a reason permitted hereunder)to purchase,accept delivery of and pay for
the 2022 Bonds on the Closing Date as herein provided, such Good Faith Deposit will be retained by the
County as and for fully liquidated damages for such failure of the Underwriters and for any defaults
hereunder on the part of the Underwriters and, except as set forth in Paragraph 12 hereof, neither party
will have any further rights against the other hereunder. The Underwriters and the County understand
that in such event the actual damages of the County may be greater or may be less than the Good Faith
Deposit. Accordingly, the Underwriters hereby waives any right to claim that the actual damages of the
County are less than such sum, and the acceptance of this offer by the County shall constitute a waiver of
any right the County may have to additional damages from the Underwriters.
9. Representations and Warranties of the County. The County represents and warrants to,
and agrees with,each of the Underwriters that:
(a) The County is duly organized and validly existing as a political subdivision of the
State of Florida under the Constitution and laws of the State of Florida with the powers and authority set
forth in the Act.
(b) The County has duly adopted the Resolution, has duly authorized and approved
the Preliminary Official Statement and the execution and delivery of the Official Statement, has duly
authorized and approved the execution and delivery of, and the performance by the County of the
obligations contained in the 2022 Bonds,the Continuing Disclosure Certificate to be dated as of September
15,2022 (the"Continuing Disclosure Certificate"), this Contract of Purchase and the Signatory Agreement
(the "Signatory Agreement") with Allegiant Air, American Airlines, Inc., Delta Air Lines, Inc., jetBlue
Airways,Silver Airways,and United Airlines Inc.and has duly authorized and approved the performance
of its obligations contained in the Resolution,and the consummation of all other transactions contemplated
by the Official Statement.
(c) The County has full legal right,power and authority(i) to enter into this Contract
of Purchase (ii)to issue,sell and deliver the 2022 Bonds to the Underwriters pursuant to the Resolution,as
provided herein, and (iii) to carry out and consummate the transactions contemplated by this Contract of
6
Purchase, the Resolution, the Continuing Disclosure Certificate, the Official Statement and the Signatory
Agreement and, to the knowledge of the County, compliance with the provisions thereof will not conflict
with or constitute a breach of or default under any applicable law, administrative regulation, court order
or consent decree of the State of Florida or any department,division, agency or instrumentality,thereof or
of the United States, or any applicable judgment or decree or any loan agreement, note, resolution,
indenture, agreement or other instrument to which the County is a party or may be otherwise subject.
(d) All approvals, consents and orders of any governmental authority,board, agency
or commission having jurisdiction which would constitute a condition precedent to the performance by the
County of its obligations hereunder and under the Resolution, the Continuing Disclosure Certificate, the
2022 Bonds and the Signatory Agreement have been obtained.
(e) The financial statements of the County and the Airport contained in the Official
Statement fairly present the financial position and results of operations of the County and the Airport as of
the date and for the periods therein set forth, and the County has no reason to believe that such financial
statements have not been prepared in accordance with generally accepted auditing standards consistently
applied. Since September 30, 2021, there has been no material adverse change in the financial position or
results of operations of the County or the Airport nor has the County or the Airport incurred any material
liabilities other than in the ordinary course of business or except as set forth in or contemplated by the
Official Statement. In addition, the financial statements of the County fairly represent the receipts,
expenditures,assets, liabilities and cash balances of such amounts and,insofar as presented,other funds of
the County as of the dates and for the periods therein set forth.
(f) Any certificates executed by any officer of the County and the Airport and
delivered to the Underwriters pursuant hereto or in connection herewith shall be deemed a representation
and warranty of the County and the Airport as to the accuracy of the statements therein made.
(g) The County is not in any material respect in breach of or default under any
constitutional provision, law or administrative regulation of the State of Florida or of the United States or
any agency or instrumentality of either,or of any other governmental agency,or any Material Judgment or
Agreement(as defined below),and no event has occurred and is continuing which with the passage of time
or the giving of notice,or both,would constitute a default or event of default under any Material Judgment
or Agreement.As used herein,the term"Material Judgment or Agreement" means any judgment or decree
or any loan agreement, indenture,bond,note or resolution or any material agreement or other instrument
to which the County is a party or to which the County or any of its property or assets is otherwise subject
(including, without limitation, the Act, the Resolution and the documents entered into in connection with
the issuance of the 2022 Bonds).
(h) The Preliminary Official Statement (including the financial statements and other
financial and statistical data included therein but excluding information concerning The Depository Trust
Company ("DTC")) did not as of its date (except Permitted Omissions), and the final Official Statement
(including the financial statements and other financial and statistical data included therein but excluding
information concerning DTC), at all times subsequent hereto up to and including the Closing Date, will
not, contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they
were made,not misleading.
7
(i) If the Official Statement is amended or supplemented pursuant to Subparagraph
(m)of this Paragraph 9,at the time of each supplement or amendment thereto and at all times subsequent
thereto up to and including the Closing Date (unless the Official Statement is further amended or
supplemented pursuant to Subparagraph (m) of this Paragraph 9), the Official Statement as so
supplemented or amended (including the financial statements and other financial and statistical data
included therein) will not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made,not misleading.
0) Between the date of this Contract of Purchase and the Closing Date, the County
will not,without the prior written consent of the Underwriters,issue any bonds,notes or other obligations
for borrowed money payable or secured by any portion of the Pledged Funds not contemplated and
disclosed in the Official Statement.
(k) No litigation is pending or, to the knowledge of the County, threatened in any
court in any way affecting the corporate existence of the County or the titles of the members of the County
to their respective positions,or seeking to restrain or enjoin the issuance,sale or delivery of the 2022 Bonds,
or the collection of any of the Pledged Funds pledged or to be pledged to pay the principal of and interest
on the 2022 Bonds,or the pledge thereof or of any of the other Pledged Funds, or in any way contesting or
affecting the validity or enforceability of the 2022 Bonds, the Resolution, the Continuing Disclosure
Certificate, this Contract of Purchase or the Signatory Agreement or contesting in any way the
completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the
power of the County or its County with respect to the 2022 Bonds, the Resolution, the Continuing
Disclosure Certificate,this Contract of Purchase or the Signatory Agreement.
(1) The County will furnish such information,execute such instruments and take such
other action in cooperation with the Representative as the Representative may reasonably request to qualify
the 2022 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such States
as the Representative may designate (provided that the cost of such qualification shall be at the cost and
expense of the Underwriters);provided that the County shall not be obligated to qualify to do business in
any state other than Florida or to consent to the jurisdiction of any state other than Florida or to take any
action that would subject it to general service of process or any other material duty or obligation in any
state where it is not now so subject.
(m) If between the date that the Official. Statement becomes available and until the
earlier of (i) 90 days from the end of the underwriting period (an event the Representative is required to
notify the County about pursuant to Paragraph 3(e) above), or (ii) the time when the Official Statement is
available to any person from EMMA,but in no case less than 25 days following the end of the underwriting
period, any event shall occur which would, in the opinion of the County, cause the information contained
in the Official Statement,as then supplemented or amended,to contain any untrue statement of a material
fact or to omit to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, the County shall
notify the Representative thereof, and if in the opinion of the County or the Representative, such fact or
event requires preparation and publication of a supplement or amendment to the Official Statement, the
County shall cooperate with the Representative to promptly prepare an appropriate amendment or
supplement at County's expense (unless such event was related to information provided by the
Underwriters for inclusion in the Official Statement), so that the statements in the Official Statement as so
amended and supplemented will not contain any untrue statement of material fact or omit to state a
8
material fact required to be stated therein or necessary to make the statements therein not misleading or so
that the Official Statement will comply with law.
(n) The County will apply the proceeds of the 2022 Bonds in accordance with the
Resolution.
(0) '-the County covenants to comply with the requirements of the Internal Revenue
Code of 1986,as amended(the"Code")in order to maintain the exclusion of the interest on the 2022 Bonds
from federal income taxation. These requirements include, but are not limited to, provisions which
prescribe yield and other limits within which the proceeds of the 2022 Bonds and other amounts are to be
invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis
to the Treasury Department of the United States.
(p) The County acknowledges and agrees that: (i)the Underwriters are not acting as
a municipal advisor within the meaning of Section 15B of the Securities Exchange Act,as amended, (ii)the
primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an
arm's length commercial transaction between the County and the Underwriters and the Underwriters have
financial and other interests that differ from those of the County;(iii)the Underwriters are acting solely as
principals and are not acting municipal advisors, financial advisors or fiduciaries to the County and have
not assumed any advisory or fiduciary responsibility to the County with respect to the transaction
contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of
whether the Underwriters have provided other services or are currently providing other services to the
County on other matters);(iv)the only obligations the Underwriters have to the County with respect to the
transaction contemplated hereby expressly are set forth in this Contract of Purchase; and (v)the County
has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable,
to the extent it has deemed appropriate.
(q) Except as described in the Preliminary Official Statement and the Official
Statement, the County has not in the past five years failed to comply in all material respects with any
agreement to provide continuing disclosure information pursuant to the Rule.
(r) The County, to the best of its knowledge, has never been and is not in default in
the payment of principal of, premium, if any, or interest on, or otherwise is not nor has it been in default
with respect to, any bonds, notes, or other obligations which it has issued, assumed or guaranteed as to
payment of principal,premium, if any, or interest.
All representations, warranties and agreements of the County shall remain operative and in full
force and effect,regardless of any investigations made by the Underwriter or on the Underwriters'behalf,
and shall survive the delivery of the 2022 Bonds.
10. Closing Conditions. The Underwriters have entered into this Contract of Purchase in
reliance upon the representations, warranties and agreements of the County contained herein and to be
contained in the documents and instruments to be delivered on the Closing Date and upon the performance
by the County of its obligations hereunder on or prior to the Closing Date. Accordingly,the Underwriters'
obligations under this Contract of Purchase to purchase,to accept delivery of and to pay for the 2022 Bonds
shall be conditioned upon the performance by the County of its obligations to be performed hereunder and
under such aforesaid documents and instruments on or prior to the Closing Date, and shall also be subject
to the following additional conditions, including the delivery by the County of such documents as are
enumerated herein,in form and substance reasonably satisfactory to the Representative.
9
(a) The representations and warranties of the County contained herein will be true
complete and correct on the date hereof,and on and as of the Closing Date with the same effect as if made
on the Closing Date.
(b) On the Closing Date, the Resolution will be in full force and effect, and will not
have been further amended,modified or supplemented,except as described in the Official Statement, and
the Official Statement will not have been amended,modified or supplemented, except as permitted under
Subparagraph(m)of Paragraph 9 hereof or as may have been otherwise agreed to by the Representative.
(c) On the Closing Date,all necessary action of the County relating to the issuance of
the 2022 Bonds will have been taken and will be in full force and effect.
(d) The Representative has the right to terminate the Underwriters'obligations under
this Contract of Purchase to purchase,to accept delivery of and to pay for the 2022 Bonds by notifying and
consulting with the County regarding its election to do so if:
(1) Between the date of this Contract of Purchase and the Closing Date, the
market for the 2022 Bonds or market price or marketability of the 2022 Bonds or the ability of the
Underwriters to enforce contracts for the sale of the 2022 Bonds shall be materially and adversely affected,
in the reasonable professional judgment of the Representative,by the occurrence of any of the following:
(i) legislation (including any amendment thereto) is introduced in, pending
before, favorably reported by, is tentatively decided upon or is passed by, either
House of the Congress of the United States or any Committee thereof, or
announced by the Chairman of any such Committee, or recommended to the
Congress of the United States for passage by the President of the United States or
the United States Treasury Department, a decision by a court established under
Article III of the Constitution of the United States, or the United States Tax Court
shall be rendered, or a ruling, regulation or official statement by or on behalf of
the Treasury Department of the United States, the Internal Revenue Service or
other governmental agency shall be made or proposed by such agency or
department, which, if enacted, promulgated, or otherwise fully implemented,
would have the purpose or effect of imposing or would result in federal taxation
upon revenues or other income of the same general character of revenues to be
derived by the County, or upon interest received on obligations of the general
character of the 2022 Bonds, including all the underlying obligations or which
would have the effect of changing directly or indirectly the federal income tax
consequences of the receipt or accrual of interest on obligations of the general
character of the 2022 Bonds in the hands of the beneficial owners thereof;
(ii) any legislation, ordinance, rule or regulation shall be introduced in,
considered by or be enacted by any governmental body, department or agency of
the State of Florida,or a decision by any court of competent jurisdiction within the
State of Florida shall be rendered which, in the Representative's opinion, does or
will materially adversely affect the market price of the 2022 Bonds;
(iii) legislation is or shall be enacted by the Congress of the United States of
America,or a decision of a court of the United States of America shall be rendered,
10
or a stop order, ruling, regulation or official statement, or a proposed stop order,
ruling, regulation or official statement by or on behalf of the Securities and
Exchange Commission or other agency having jurisdiction over the issuance, sale
and delivery of the 2022 Bonds, or any other obligations of the County or any
similar public body shall be issued or made to the effect that obligations of the
general character of the 2022 Bonds, or the 2022 Bonds, including all the
underlying obligations, are not exempt from registration under or other
requirements of the Securities Act of 1933,as amended and as then in effect,or the
Securities Exchange Act of 1934, as amended and as then in effect, or the
Resolution is not exempt from qualification under or other requirements of the
Trust Indenture Act of 1939,as amended and as then in effect or with the purpose
or effect or otherwise prohibiting the issuance,sale and delivery of the 2022 Bonds,
as contemplated hereby and by the Official Statement, or of obligations of the
general character of the 2022 Bonds;
(iv) a general suspension of trading in securities on the New York Stock
Exchange or the American Stock Exchange, the establishment of minimum prices
on either such exchange, the establishment of material restrictions (not in force as
of the date hereof) upon trading securities generally by any governmental
authority or any national securities exchange,a general banking moratorium shall
have been established by federal,Florida or New York authorities;
M a war involving the United States shall have been declared, or any new
conflict involving the armed forces of the United States shall have escalated,or any
other national emergency, calamity or terrorism affecting the effective operation
of government or the financial community shall have occurred (it is being agreed
by the Underwriters that no such situation exists as of the date of this Contract of
Purchase);
(vi) any rating of the 2022 Bonds shall have been downgraded, suspended or
withdrawn or placed on credit watch with negative outlook by a major national
rating agency;
(vii) the New York Stock Exchange or other national securities exchange or any
governmental County, shall impose, as to the 2022 Bonds or as to obligations of
the same general character as the 2022 Bonds,any material restrictions not now in
force, or increase materially those now in force, with respect to the extension of
credit by,or the charge to the net capital requirements of,Underwriters;
(viii) except as disclosed in or contemplated by the Official Statement, there
shall have occurred any materially adverse change in the affairs or financial
condition of the County or the Airport;
(ix) the purchase of and payment for the 2022 Bonds by the Underwriters, or
the resale of the 2022 Bonds by the Underwriters, on the terms and conditions
herein provided shall be prohibited by any applicable federal or Florida law,
governmental authority,board,agency or commission;
11
N any event or circumstance shall exist that either makes untrue or incorrect
in any material respect any statement or information in the Official Statement
(other than any statement provided by the Underwriters)or is not reflected in the
Official Statement but should be reflected therein in order to make the statements
therein,in light of the circumstances under which they were made,not misleading
and,in either such event,the County refuses to permit the Official Statement to be
amended or supplemented to supply such statement or information, or the effect
of the Official Statement as so supplemented is to materially adversely affect the
market price or marketability of the 2022 Bonds or the ability of the Underwriters
to enforce contracts for the sale of the 2022 Bonds;
(xi) there shall have occurred a general banking moratorium by federal, New
York or Florida authorities, any national or international calamity or crisis in the
financial markets, a material disruption in commercial banking or securities
settlement or clearance services, or a material disruption or deterioration in the
fixed income or municipal securities market; or having an effect on the financial
markets,of the United States or elsewhere;or
(2) An order, decree or injunction of any court of competent jurisdiction,
issued or made to the effect that the issuance,offering or sale of obligations of the 2022 Bonds or of
the same general character as the 2022 Bonds, including any or all underlying obligations, as
contemplated hereby or by the Preliminary Official Statement or the Official Statement,is or would
be in violation of any applicable law, rule or regulation, including (without limitation) any
provision of applicable federal securities laws as amended and then in effect;or
(3) A stop order, ruling, regulation or official statement by the SEC or any
other governmental agency having jurisdiction of the subject matter shall have been issued or made
or any other event occurs,the effect of which is that the issuance,offering or sale of the 2022 Bonds,
or the execution and delivery of Resolution,as contemplated hereby or by the Preliminary Official
Statement or the Official Statement, is or would be in violation of any applicable law, rule or
regulation, including (without limitation) any provision of applicable federal securities laws,
including the 1933 Act, the Securities Exchange Act of 1934 or the Trust Indenture Act, each as
amended and as then in effect;or
(4) Any litigation shall be instituted or be pending on the Closing Date to
restrain or enjoin the issuance, sale or delivery of the 2022 Bonds, or in any way contesting or
affecting any County for or the validity of the proceedings authorizing and approving the 2022
Bonds or the existence or powers of the County with respect to its obligations under the Resolution.
(e) On or prior to the Closing Date,the Representative will have received each of the
following documents:
(1) The Official Statement of the County,executed by the Mayor of the Board
of County Commissioners of the County and the Director for the Airports.
(2) Executed copies of the Resolution.
12
(3) The approving opinion, dated the Closing Date and addressed to the
County, of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel to the County, in
substantially the form attached to the Official Statement as Appendix "E," and a reliance letter of
such counsel, dated the Closing Date and addressed to the Representative on behalf of the
Underwriters, to the effect that such opinion addressed to the County may be relied upon by the
Underwriters to the same extent as if such opinion were addressed to them.
(4) The opinion, dated the Closing Date and addressed to the Underwriters,
of Nabors,Giblin&Nickerson, P.A.,Tampa, Florida,Bond Counsel to the County, to the effect (i)
the 2022 Bonds are not subject to the registration requirements of the Securities Act of 1933, as
amended, (ii) the Resolution is exempt from qualification pursuant to the Trust Indenture Act of
1939, as amended, and (iii) that the statements contained in the Official Statement under the
captions "INTRODUCTION—Purpose," "- Authorization," "DESCRIPTION OF THE SERIES 2022
BONDS" (excluding the subsection entitled "- Book-Entry Only System") and "SECURITY FOR
THE 2022 BONDS," (apart from any financial and statistical data contained therein as to which no
opinion need be expressed), insofar as such information constitutes summaries of the Resolution
and the 2022 Bonds, such statements constitute fair summaries of the portions of such documents
purported to be summarized and to the effect that the statements contained in the Official
Statement under the section captioned"TAX MATTERS"are accurate.
(5) An opinion, dated the Closing Date and addressed to Bond Counsel and
the Underwriters of Pedro J.Mercado,Esq.,the County's Senior Assistant County Attorney,in the
form attached hereto as Appendix VI,
(6) An opinion, dated the Closing Date and addressed to the County, of
Bryant Miller Olive P.A.,Tampa,Florida,Disclosure Counsel for the County, with a reliance letter
thereto addressed to the Underwriters, to the effect that (i) with respect to the information in the
Preliminary Official Statement and the Official Statement and based upon said firm's participation
in the preparation and review of the Preliminary Official Statement and the Official Statement as
Disclosure Counsel and without having undertaken to determine independently the accuracy or
completeness of the contents of the Preliminary Official Statement and the Official Statement,
nothing has come to the attention of said firm that would cause it to believe that the Preliminary
Official Statement, as of its date, and the Official Statement, as of its date and as of the date of
Closing,contains an untrue statement of a material fact or omits to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; however, the firm does not assume responsibility for the
accuracy, completeness, or fairness of the statements contained in the Preliminary Official
Statement or the Official Statement (including any appendices, schedules, and exhibits thereto),
nor expresses any belief with respect to any demographic,financial,statistical and operating data,
and forecasts, projections, numbers, estimates, assumptions, and expressions of opinion, and
information concerning the report of Newton & Associates Inc. in association with Ricondo &
Associates contained in Appendix C attached thereto,and information concerning The Depository
Trust Company and the book-entry system for the 2022 Bonds contained or incorporated by
reference in the Preliminary Official Statement or the Official Statement(including any appendices,
schedules, and exhibits thereto),which are expressly excluded from such opinion and(ii) that the
Continuing Disclosure Certificate, together with the Official Statement and this Contract of
Purchase,satisfy the requirements of Section(b)(5)(1)contained in the Rule for an undertaking for
13
the benefit of the owners of the 2022 Bonds to provide the information at the times and in the
manner required by the Rule;.
(7) An opinion,dated the Closing Date and addressed to the Underwriters,of
GrayRobinson P.A.,Tampa,Florida,Underwriters' Counsel, to the effect that nothing has come to
the attention of the attorneys in the firm rendering legal services in accordance with this
representation which leads them to believe that either the Preliminary Official Statement(as of its
date)or the Official Statement(as of its date and as of the Closing Date)contained or contains any
untrue statements of material facts or omit to state any material facts required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that they express no opinion regarding any
demographic, financial, statistical and operating data, and forecasts, projections, numbers,
estimates, assumptions, and expressions of opinion, information concerning the Report of the
Airport Consultant contained in Appendix C and information concerning The Depository Trust
Company and the book-entry system for the 2022 Bonds contained or incorporated by reference in
the Preliminary Official Statement or the Official Statement(including any appendices,schedules,
and exhibits thereto),which they expressly exclude from the scope of their opinion.
(8) A certificate, dated the Closing Date and signed by the Mayor of the
County and the Airport Director or other duly authorized official of the County, to the effect that
(i) the representations, warranties and covenants of the County contained herein are true and
correct in all material respects on and as of the Closing Date with the same effect as if made on the
Closing Date; (ii) no litigation is pending or, to their knowledge threatened, in any court in any
way affecting the corporate existence of the County or the title of the members of the County or to
their respective positions, or seeking to restrain or to enjoin the issuance, sale or delivery of the
2022 Bonds,or the collection of material Revenues pledged or to be pledged to pay the principal of
and interest on the 2022 Bonds, or the pledge thereof or of any of the other Pledged Funds, or in
any way contesting or affecting the validity or enforceability of the 2022 Bonds,the Resolution, the
Continuing Disclosure Certificate, this Contract of Purchase or the Signatory Agreement, or
contesting in any way the completeness or accuracy of the Preliminary Official Statement or the
Official Statement, or contesting the power of the County or its County with respect to the 2022
Bonds, the Resolution, this Contract of Purchase, the Continuing Disclosure Certificate, or the
Signatory Agreement(but in lieu of or in conjunction with such certificate,the Representative may,
in its sole discretion, accept certificates or opinions of the General Counsel to the County, that in
the opinion of such Counsel the issues raised in any such pending or threatened litigation are
without substance or that the contentions of all plaintiffs therein are without merit);(iii)the Official
Statement is true in all material respects and does not omit any statement of a material fact
necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading; (iv) to the best of their knowledge, no event affecting the County has
occurred since the date of the Official Statement for the purposes for which it is to be used or which
is necessary to disclose therein in order to make the statements and information therein not
misleading in any respect; and (v)the County has complied with all the agreements and satisfied
all the conditions required by this Contract of Purchase, the Continuing Disclosure Certificate,the
Resolution or the Act on their part to be performed or satisfied on or prior to the Closing Date.
(9) Certificates addressed to the County and the Underwriters from each of
Newton & Associates, Inc. and Ricondo & Associates (collectively, the "Airport Consultant"),
substantially in the form attached as Appendix 111.
14
(10) Rating letters evidencing that the ratings listed in the Preliminary Official
Statement have been achieved and none of such ratings have been downgraded, suspended or
withdrawn or and there shall not have been a negative change in credit watch status by any such
national rating agency prior to the Closing Date.
(11) Such additional legal opinions, certificates, instruments and other
documents as the Representative may reasonably request to evidence the truth and accuracy, as of
the date hereof and as of the Closing Date, of the representations, warranties and covenants of the
County contained herein and of the statements and information contained in the Official Statement
and the due performance or satisfaction by the County on or prior to the Closing Date of all
agreements then to be performed and all conditions then to be satisfied by the County.
All of the opinions, letters, certificates, instruments and other documents mentioned above or
elsewhere in this Contract of Purchase will be deemed to be in compliance with the provisions hereof if,
but only if,they are in form and substance satisfactory to the Representative. The opinion of Nabors,Giblin
& Nickerson, P.A., which is first referred to in Clause (3) of Subparagraph (e) of this Paragraph 10 of this
Contract of Purchase shall be deemed to be satisfactory provided that it is substantially in the form included
in Appendix"E"to the Official Statement.
11. The Closing. The payment for the 2022 Bonds shall take place at the I larvey Government
Center, 1200 Truman Avenue #207, Key West, Florida 33040, on September 15, 2022 (the "Closing Date"),
or on such other date or at such other place as shall have been mutually agreed upon as the date on or place
at which the closing shall occur. Simultaneously with such delivery and provided that all conditions to the
obligations of the Underwriters set forth in Paragraph 10 hereof have been satisfied and are in form and
substance satisfactory to the Representative, the Underwriters will cause the purchase price of the 2022
Bonds to be paid in Federal Funds to the order of the County. The 2022 Bonds, bearing proper CUSIP
numbers, will be in the definitive form of one fully registered 2022 Bond for each stated maturity of the
2022 Bonds and in the name in which DTC,or such other person as the Representative shall direct that the
2022 Bonds be registered. Delivery of the 2022 Bonds shall be made solely by means of electronic book
entry by DTC,without physical delivery of the 2022 Bonds to the 2022 Bondholders.
12. Expenses. (a) The Underwriters will be under no obligation to pay, and the County will
pay all expenses which are directly related to the offering of the 2022 Bonds and which are incident to the
performance of the obligations of the County hereunder including, but not limited to, (i) the cost of the
reproduction and mailing of the Preliminary Official Statement and the Official Statement in reasonable
quantities(including any amendments or supplements thereto);(ii)the cost of the preparation and printing
of the 2022 Bonds;(iii)the fees and disbursements of Nabors,Giblin&Nickerson,P.A.,Bond Counsel;(iv)
the fees and disbursements of Bryant Miller Olive P.A.,Disclosure Counsel;(v)the fees and disbursements
of Frasca&Associates,LLC,Financial Advisor to the County;(vi)the fees and disbursements of the Airport
Consultant; (vii) the fees and disbursements of The Bank of New York Mellon Trust Company, N.A., as
Registrar and Paying Agent; (viii)the fees and disbursements of any other experts, counsel or consultants
retained by the County;and (ix) fees for bond ratings. The County shall pay all expenses (included in the
expense component of the Underwriters' discount) incurred on behalf of County employees and
representatives which are incidental to implementing this Contract of Purchase including,but not limited
to,meals,transportation, lodging and entertainment of those employees and representatives.
(b) The Underwriters shall pay the following expenses (certain of which may be
included in the expense component of the Underwriters'discount),including but not limited to:(j)the cost
15
of preparation of this Contract of Purchase; (ii) the cost of preparation of the Blue Sky Survey; (iii) all
advertising expenses and Blue Sky filing fees in connection with the public offering of the 2022 Bonds;and
(iv) all other expenses incurred by them or any of them in connection with the public offering of the 2022
Bonds, including their travel expenses, the fees and disbursements of counsel retained by them and the
fees of Lumesis,Inc. for a continuing disclosure compliance review.
(c) The County acknowledges that it has had an opportunity, in consultation with
such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being
incurred as part of the issuance of the 2022 Bonds.
13. Notices. Any notice or other communication to be given to the County under this Contract
of Purchase must be given by delivering the same in writing at the address of the County set forth above,
and any notice or other communication to be given to the Underwriters under this Contract of Purchase
must be given by delivering the same in writing to BofA Securities, Inc., One Bryant Park, 12th Floor, New
York,NY 10036,Attn:Cory Czyzewski.
14. Benefit of Agreement. This Contract of Purchase is made solely for the benefit of the
County and the Underwriters(including the successors or assigns of any Underwriter),and no other person
may acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and
covenants of the County contained in this Contract of Purchase will remain operative and in full force and
effect, regardless of(i)any investigations made by or on behalf of any of the Underwriters;or(ii) delivery
of and payment for the 2022 Bonds pursuant to this Contract of Purchase.
15. Counterparts. This Contract of Purchase may be executed in several counterparts, which
together shall constitute one and the same instrument.
16. Florida Law Governs. The validity interpretation and performance of this Contract of
Purchase shall be governed by the laws of the State of Florida.
17. Entire Agreement. This Contract of Purchase when accepted by you in writing as
heretofore specified shall constitute the entire agreement between us and supersedes all oral statements,
prior writings and representations with respect thereto and supersedes all oral statements, prior writings
and representations with respect thereto. Any capitalized terms used herein which are not defined herein
shall have the meanings assigned to such terms in the Official Statement.
18. Headings. The headings of the sections of this Contract of Purchase are inserted for
convenience only and shall not be deemed to be part hereof.
[Remainder of page intentionally left blank.]
16
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first
above written.
BofA SECURITIES, INC., as Representative of the
Underwriters
Name' C o4
� y, �kwski
Its: Managing Director
[Counterpart Signature page to Contract of Purchase]
17
B
Name: David Riee-M
Title: Mayor, Board of County Commissioners
Countersigned:
By:
Name: vin Madok" i
Title: Clerk of the Circuit Court and Comptroller
for Monroe County, Florida and ex-officio
Clerk to the Board of County Commissioners
of Monroe County,Florida
[Counterpart Signature page to Contract of Purchase]
EY
R;!0, .D T "ORM:
�ERT B, SHILLINGER,JR,
NEY
,�,
is
APPENDIX I
MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES,
YIELDS AND PRICES
$41,340,000
MONROE COUNTY,FLORIDA
AIRPORT REVENUE BONDS
(KEY WEST INTERNATIONAL AXRPORT),SERIES 2022(AMT)
$19,3O5,OU0 Serial Series 2O22Bonds
Maturity Principal Interest
(October 11 Amount Rate Yield Price
2025 $ 605,000 5.000% 3.280% 104.943
2026 400,000 5.000 3.400 105.996
2027 505,000 5.000 3.400 106.975
2028 530,000 5.000 3.580 107.654
2029 875,000 5.000 3.660 100.252
2030 920,000 5.000 1770 108.465
2031 965,000 5.000 3.930 108.076
2032 1,015,000 5000 4.050 107.774
2033 1,065,000 5.000 4.200* 106.498
2034 1,120,000 5.000 4.360^ 105]58
2035 1,175,000 5.000 4.470° 104.249
2036 1,235,000 5.080 1530° 103.757
2037 1,295,000 5.000 4.580° 103.349
2030 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 I,575,000 5.000 4.800» 101.576
2042 1,655,000 5.000 4.840° 101.258
$9,64O,0O05.250%Term Bond due nn October 1,2U47-Yield 49UU%°-Price l02.747
$l2,395,00O5.000%Term Bond due on October l,2O52-Yield 5.00U%-Price I0O.UUO
*Yields calculated to the first optional call date of October I,2U32.
l-19
REDEMPTION PROVISIONS
Optional Redemption. The 2022 Bonds maturing on or prior W October 1, 2032 are not subject to
optional redemption priorhntheir respectivematurities.The 2022 Bonds maturing oo and after October L
2033 may be redeemed prior to their respective maturities, at the option of the County, either in whole or
iu part, from any monies that may be available for such purpose, on any date on or after October 1, 2032,
at a redemption price equal to 100%of the principal amount of the 2022 Bonds to be redeemed,plus accrued
interest to the redemption date, without premium.
Redemption. The 2O22Bonds maturing on October 1, 2047ore subject tomandatory
redemption at the redemption price of par plus accrued interest on the dotes and in the amounts of the
Sinking Fund Installments set forth below:
Date Sinking Fund
(October 1) Installments
2043 $1,735,000
2044 1,825,000
2045 1,925,000
2046 2,025,000
2047° 2,I30,000
*Maturity
The 2022 Bonds rnatozioX on October 1, 2052 are subject to mandatory redemption at the
rodmonpdun price of par plus accrued interest on the dates and in the amounts of the Sinking Fund
Installments set forth below:
Date Sinking Fund
(October ) Installments
2048 $2,245,000
2049 2,355,000
2050 2,475,000
2051 2,595,000
2052° 2,725,000
Waturdv
I'20
APPENDIX 11
DISCLOSURE STATEMENT
The undersigned, BofA Securities, Inc. Abe "Representative") of the group of underwriters
described in this paragraph, acting oobehalf of itself, and PNC Capital Markets L[C (co]|ecbvely, the
"Underwriters") proposes to negotiate with Monroe County, Florida (the "County"), for the aa}u of the
Couuty's Airport Revenue Bonds (Key West International AirporU, Seriee2022 (AM?) in the aggregate
principal amount of $41,340,000 (the ''2022 Bonds"). All capitalized undefined tezrue used herein in
connection with the 2022 Bonds shall have the meanings ascribed to them in the Resolution. Prior to the
award of the 2022 Bonds,the following information is hereby furnished to the County as of this 31st day of
/\uRoet2O22:
l. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred
by the Underwriters bn connection with the issuance of the 2022Bonds:
2022 Bonds
$/1800 Amount
i-Deal800k,uooing $0.06728 $ 2,781.55
i'Deal Order Monitor 0.03266 1,35027
i-]mal Wire Charges 0.00277 114.32
C[JSTP Charge and Disclosure Fee 0.02643 1,092.50
[)TC Service Fees 0.01935 808.00
Lucuesia 0.01906 825.00
Out o{Pocket 024190 \O,OOO.00
Underwriters'Counsel Fee _0i72569 _3},00{i00
Total $I.I3603° $46,96364
~Total does not foot due torounding.
2. (a) The names, add/ueaoe and estimated amounts of compensation of any finders, as
defined in Section 218.386 Florida Statutes,connected with the issuance of the 2022 Bonds.
None
(b) Any other fee, bonus and other compensation estimated to be paid by the
Underwriters in connection with the issuance of the 2022 Bonds to any person not regularly employed or
retained 6y the Underwriters.
None
3. (a) The amount of the underwriting spread(the difference between the price at which
the 2022Bonds will be initially offered to the public by the Underwriters and the price to be paid to the
County for the 2022 Bonds)expected to be realized by the Underwriters is$253,663.64 which includes the
following:
$/1000 Amount
Underwriter's Expenses................................................................... $1.13603 $46,963.64
Average Takedown.......................................................................... 5.00000 206,700.00
Total............................................................................................. $6.13603 $253,663.64
4. Truth-in-Bonding Statement. The proceeds from the sale of the 2022 Bonds will be used
to: (1) finance and refinance various costs of certain capital improvements to the Airport, as more
particularly described in the Preliminary Official Statement,(2)refinance an outstanding line of credit with
PNC Bank National Association,(3)fund the Reserve Account,and(4)pay the costs of issuance of the 2022
Bonds.
The 2022 Bonds are expected to be repaid over a period of 30.04 years. At an all-in true interest
cost of 4.993135%, total interest paid over the life of the 2022 Bonds will be$41,948,212.78.
The 2022 Bonds will be repaid from the Pledged Funds in the manner described in the Resolution.
Authorizing the 2022 Bonds will result in up to an average of$2,772,166.85 annually of Net Revenues,not
being available to finance the other services of the County for 30.04 years.
5. The name and address of the Underwriters connected with the 2022 Bonds are as follows:
BofA Securities,Inc.
One Bryant Park, 12th Floor
New York, NY 10036
PNC Capital Markets LLC
201 North Franklin Street,Suite 1500
Tampa,Florida 33602
[Remainder of page intentionally left blank]
11-2
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on behalf of
the Underwriters.
BofA SECURITIES, INC., as Representative of the
Underwriters
A�
Its: Managing Director
[Signature page to Disclosure Statement]
11-3
APPENDIX III
FORM OF CERTIFICATES OF AIRPORT CONSULTANT
September 15,2022
Key West International Airport BofA Securities,Inc.
Monroe County,Florida One Bryant Park, 12th Floor
1100 Simonton Street,Suite 205 New York,NY 10036
Key West, FL 33040
$41,340,000
MONROE COUNTY,FLORIDA
AIRPORT REVENUE BONDS
(KEY WEST INTERNATIONAL AIRPORT),SERIES 2022(AMT)
Dear
We consent to the inclusion in the Preliminary Official Statement dated August 18, 2022 (the
"Preliminary Official Statement") and in the Official Statement dated August 31, 2022 (together with any
supplements and amendments thereto,the"Official Statement")relating to the issuance by Monroe County,
Florida (the "County") of the above-captioned 2022 Bonds, of the Report of the Airport Consultant, dated
August 18,2022(the"Report")which appears in Appendix C of the Preliminary Official Statement and the
Official Statement and to references to us and to the Report contained in the Preliminary Official Statement
and the Official Statement.
1. The Airport Consultant has been retained by the County to act as the independent consultant for the
County (the "Airport Consultant") and was retained by the County to prepare the Report. The
Airport Consultant was responsible for the compilation of certain financial and statistical
information and data relating to the Airport and relied upon in support of the analysis thereof
contained in the Report. The Report was prepared in accordance with generally accepted consulting
practices and the undersigned believes that the assumptions used in preparing the Report are
reasonable based on the information provided to the Airport Consultant by the County, financial
advisors, and others.
2. In connection with the preparation of the Report, personnel of the Airport Consultant have
participated in meetings and discussions with and,where applicable,have received information and
assumptions from representatives of the County, Bond Counsel, Disclosure Counsel, and the
Financial Advisor with respect to the issuance of the 2022 Bonds. Personnel of the Airport Consultant
have also:(i) reviewed the latest available financial statements and other financial information made
available by the County attributable the Airport as of the date of our Report; (ii)consulted with the
staff of the County responsible for financial, operation and other matters, and (iii)undertaken such
other procedures as are deemed necessary under the circumstances. Based on these procedures,
nothing has come to the attention of the Airport Consultant in connection with the preparation of the
Report which would cause us to believe that the Report, or any of the statements specifically
attributed to the Airport Consultant in the Preliminary Official Statement,as of its date,or the Official
Statement, as of its date or as of the date hereof, are inaccurate in any material respect.
3. We have reviewed the Preliminary Official Statement and the Official Statement and the information
in the Preliminary Official Statement and the Official Statement attributable to the Airport
Consultant,including but not limited to the information in the sections therein entitled"Tf IF SERIES
111-1
2022 PROJECT AND PLAN OF FINANCE — ESTIMATED SERIES 2022 PROJECT COST AND
FUNDING," "THE COUNTY AND THE AIRPORT" and "REPORT OF THE AIRPORT
CONSULTANT" and "APPENDIX C — REPORT OF THE AIRPORT CONSULTANT" attached
thereto does not contain as of their respective dates or, with respect to the Official Statement, as of
the date hereof,any untrue statement of a material fact or omit or fail to state a material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made,not misleading.
4. This Certificate is solely for the information of, and assistance to,the County,the Underwriters and
their respective counsel in conducting and documenting their investigation of the matters covered
by the Report in connection with the offering pursuant to the Official Statement for the 2022 Bonds,
and is not to be used, circulated, quoted or otherwise referred to for any other purpose, including,
but not limited to, the purchase or sale of securities, except that reference may be made to it in any
list of closing documents pertaining to such offering.
5. 1 am authorized to deliver this Certificate on behalf of the Airport Consultant.
[NEWTON&ASSOCIATES,INC.][RICONDO&
ASSOCIATES]
By:
Name:
Title:
APPENDIX IV
FORM OF 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, (i) for each Maturity of the Hold-the-Offering-Price Maturities, they would
neither offer nor sell any of the unsold Issue of such Maturity to any person at a price that is higher
than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the
"hold-the-offering-price rule"), and (ii) any selling group agreement shall contain the agreement of
each dealer who is a member of the selling group,and any retail distribution agreement shall contain
the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply
with the hold-the-offering-price rule. No member of the Underwriting Group has offered or sold any
unsold Issue of any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than
the respective Initial Offering Price for that Maturity of the Issue during the Holding Period.
Definitions.
"General Rule Maturities" means those Maturities of the Bonds listed in Schedule A hereto as the
"General Rule Maturities."
"Hold-the-Offering-Price Maturities" means those Maturities of the Bonds listed in Schedule A
hereto as the"Hold-the-Offering-Price Maturities."
IV-1
"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 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
IV-2
BofA SECURITIES INC.
By:
Name: Cory Czyzewski
Title: Managing Director
IV-3
Schedule A
SALE PRICE OF THE BONDS
SALE PRICES OF THE GENERAL RULE MATURITIES
Serial Series 2022Bonds
Maturity Principal Interest
(October 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 3.400 106.975
2028 530,800 5.000 3.580 107.654
2029 875,000 5.000 3.660 108.252
2030 920,080 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 1,235,800 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" 20I.576
2042 1,655,000 5.000 4.840° 101.258
$9,640,0005.250%Term Bond due on October 1,2U47-Yield 4.9OU%~-Price 1O2747
$12,395,O005.000%Term Bond due nu October 1,2O52-Yield 5.O0U%-Price|0U.U0O
INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
Maturity Principal Interest
(October Amount Rate Yield Price
2033 $1,065,000 5.0000/() 4.200%° 106.498
*Yields calculated ho the first optional call date o{October|,2O32.
Schedule A-1
Schedule B
Supporting Documentation
Schedule B-1
APPENDIX VI
FORM OF THE OPINION OF THE ASSISTANT COUNTY ATTORNEY
September 15,2022
Nabors,Gilbin&Nickerson,P.A. BofA Securities, Inc.
Tampa,Florida New York,New York
Re: Monroe County, Florida $41,340,000 Airport Revenue Bonds (Key West
International Airport),Series 2022(AMT)
Ladies and Gentlemen:
I have acted as Counsel for Monroe County,Florida(the"County")in connection with the issuance
by the County of its $41,340,000 Airport Revenue Bonds (Key West International Airport), Series 2022
(AMT) (the"2022 Bonds"), issued pursuant to Bond Resolution No. 206A-2022 adopted by the County
Commission on August 17,2022(the"Master Resolution"),as supplemented by Resolution No.206B-2022
adopted by the County Commission on August 17, 2022 (the "Supplemental Resolution" and together
with the Master Resolution, the"Resolution").
The County has entered into the Signatory Agreement(the"Signatory Agreement")with Allegiant
Air,American Airlines,Inc.,Delta Air Lines,Inc.,JetBlue Airways,Silver Airways,and United Airlines Inc.
All terms used herein in capitalized form and not otherwise defined herein shall have the same meaning
as ascribed to them under the Resolution.
In rendering the opinions set forth below,I have examined and have relied upon such agreements,
certificates, documents and opinions, including certificates or representations of public officials and other
officers or representatives of the various parties participating in this transaction,as I have deemed relevant
and necessary. In my examination of the foregoing, I have assumed the genuineness of signatures on all
documents and instruments, the authenticity of the documents submitted as originals and the conformity
to originals of documents submitted as copies. I am rendering this opinion as a member of the Florida Bar.
Based upon and subject to the foregoing, and subject to the qualifications hereinafter expressed, 1.
am of the opinion that:
W The County is duly organized and validly existing under the Constitution and
laws of the State of Florida, and has full legal right, power and authority to adopt the Resolution,
which Resolution has been duly adopted by the County, and to execute, deliver and perform its
obligations under the Resolution, to authorize, issue and sell the 2022 Bonds and to operate,
maintain, collect and enforce the collection of Revenues and PFC Revenues as set forth in the
Resolution, to enter into and perform its obligations under the Contract of Purchase dated August
31, 2022, between BofA Securities, Inc., on behalf of itself and the other underwriter described
therein,and the County pertaining to the 2022 Bonds(the"Contract of Purchase")and the Signatory
Agreement, and to carry out and consummate all transactions required of it as contemplated by
the Contract of Purchase, the Continuing Disclosure Certificate dated September 15, 2022
VI-1
pertaining to the 2022 Bonds (the "Continuing Disclosure Certificate"), the Official Statement
relating to the 2022 Bonds dated August 31,2022(together with any supplements and amendments
thereto,the"Official Statement"),and the Resolution.
(ii) The Resolution and the 2022 Bonds, have been duly approved, authorized,
executed and delivered by the County and are in full force and effect on the date hereof and are
valid and binding obligations of the County,enforceable in accordance with their terms(except to
the extent that the enforcement thereof may be limited by bankruptcy, reorganization, insolvency
or similar laws relating to or affecting the enforcement of creditors rights generally, and to
moratorium laws from time to time in effect).
(iii) The County has full power and authority to issue the 2022 Bonds;the 2022 Bonds
have been duly and validly authorized and issued in accordance with the constitution and statutes
of the State of Florida, including, without limitation, the Act; the 2022 Bonds are legal, valid and
binding obligations of the County, enforceable in accordance with their terms and are entitled to
the benefits of the Resolution and the Act;and the 2022 Bonds have been duly sold in accordance
with all requirements of Florida law.
(iv) The Contract of Purchase,the Continuing Disclosure Certificate and the Signatory
Agreement have been duly authorized, executed and delivered and constitute the legal,valid and
binding obligations of the County enforceable in accordance with their respective terms(except to
the extent that the enforcement thereof may be limited by bankruptcy, reorganization, insolvency
or similar laws relating to or affecting the enforcement of creditors' rights generally, and to
moratorium laws from time to time in effect).
M The adoption of the Resolution, the execution and delivery of the Bonds, the
Contract of Purchase, the Continuing Disclosure Certificate and the Signatory Agreement
(collectively, the "County Documents") and the consummation of the transactions contemplated
thereby,and the compliance with the provisions thereof,will not conflict with or constitute on the
part of the County a breach of or a default under any existing(a)laws of the State of Florida or any
department,division,agency or instrumentality thereof or of the United States to which the County
is subject, or (b) court order, consent decree, agreement, resolution or instrument to which the
County is a party or may otherwise be subject or(c)Aviation laws,rules and regulations,including
regulations promulgated by the Federal Aviation Administration to which the County is subject,
which in each of (a), (b) and (c) such contravention, violation, breach or default would have a
material adverse effect on the County's ability to perform under the County Documents.
(vi) All approvals,consents and orders of any governmental authority, board, agency
or commission having jurisdiction which would constitute a condition precedent to the
performance by the County of its obligations under the Resolution, the 2022 Bonds, the Contract
of Purchase, the Continuing Disclosure Certificate and. the Signatory Agreement have been
obtained.
(vii) There is no litigation or proceeding, pending or to my knowledge threatened, in
any way affecting the corporate existence of the County or the titles of the members of the County
or to their respective positions, or seeking to restrain or to enjoin the issuance, sale or delivery of
the 2022 Bonds, or the collection of Revenues of the County pledged or to be pledged to pay the
principal of and interest on the 2022 Bonds, or the pledge thereof or of any of the other Pledged
VI-2
Funds, or in any way contesting or affecting the validity or enforceability of the 2022 Bonds, the
Resolution,the Contract of Purchase,the Continuing Disclosure Certificate or any of the Signatory
Agreement, or contesting in any way the completeness or accuracy of the Preliminary Official
Statement dated as of August 18, 2022 as of its date (except for permitted omissions under Rule
15c2-12 of the Securities Exchange Act of 1934, as amended (the"Rule")) or the Official Statement
as of its date and as of the date hereof, or contesting the powers of the County or its County with
respect to the 2022 Bonds, the Resolution, the Contract of Purchase, the Continuing Disclosure
Certificate or any of the Signatory Agreement.
(viii) The statements contained in the Preliminary Official Statement as of its date
(except for permitted omissions under the Rule)and the Official Statement as of its date and as of
the date hereof with respect to the County and legal matters(except for(i)the financial and statistical
data contained therein, and (ii) the information concerning The Depository Trust Company and its
book-entry only system of registration of the 2022 Bonds,as to which no view is expressed)did not and
do not, as the case may be, contain any untrue statement of material fact and do not omit to state
any material fact necessary to make the statements therein,in the light of the circumstances under
which they were made,not misleading.
The foregoing opinions are subject to the effect of, and restrictions and limitations imposed by or
resulting from bankruptcy,insolvency,debt adjustment,moratorium,reorganization,receivership or other
similar laws affecting creditor's rights and judicial discretion and the valid exercise of the sovereign police
powers of the State of Florida and of the constitutional power of the United States of America. By use of
the word"enforceable"in this opinion,I am not rendering any opinion as to the availability of the remedy
of specific performance or other equitable relief.
I am an attorney admitted to practice in the States of Florida and, in rendering the opinions
expressed herein, I have not passed upon, or purported to pass upon, the laws of any jurisdiction other
than the State of Florida and the United States of America. No opinion is expressed as to the exclusion of
interest from gross income for Federal income tax purposes or the exemption of interest from state taxes.
My opinion is limited in all respects to the laws existing on the date hereof. By providing this
opinion to you,I do not undertake to advise you of any changes in the law which may occur after the date
hereof or the revise,update or modify this opinion subsequent to the date hereof.
Notwithstanding the foregoing,I do not pass upon the applicability of any approvals,consents and
orders as may be required under the Blue Sky or securities laws or legal investment laws of any state in
connection with the offering and sale of the 2022 Bonds.
I am furnishing this opinion to you solely for your benefit and no other person is entitled to rely
hereon without my prior consent. This opinion is not to be used, circulated quote or otherwise referred to
for any other purpose.
Sincerely,
Pedro J.Mercado, Esq.
Senior Assistant County Attorney
Monroe County,Florida
VI-3