HomeMy Public PortalAbout2016-30 Amending resolution 2013-42 re Stormwater Utility Refunding and Improvement Revenue Bonds, Series 2013RESOLUTION NO. 2016-30
A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA, AMENDING RESOLUTION NO. 2OI3-42
WHICH AUTHORTZED THE VILLAGE'S $6,575,000
STORMWATER UTILITY REFUNDING AND
IMPROVEMENT REVENUE BONDS, SERTES 20130 IN
ORDER TO LOWER THE INTEREST RATE ON SUCH
BONDS; APPROVING AND AUTHORIZING THE
EXECUTION AND DELIVERY OF AN AMENDMENT TO
THE BONDS; AUTHORIZING THE MAYOR, THE
VILLAGE MANAGER AND OTHER VILLAGE OFFICIALS
TO EXECUTE ANY AND ALL DOCUMENTS IN
CONNECTION THERE\ilITH; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, on December 3, 2013, the Village Council adopted Ordinance No. 2013-9
(the "Ordinance") and Resolution No. 2013-42 (the "Bond Resolution" and, collectively with the
Ordinance, the "Bond Ordinance") authorizing the issuance of $6,575,000 Village of Key
Biscayne, Florida Stormwater Utility Refunding and Improvement Revenue Bonds, Series 2013
(the "Bonds") for the purpose of refunding the Village's $4,450,000 Stormwater Utility
Revenue Refunding Bonds, Series 20II, financing the 2013 Project (as defined in the Bond
Resolution) and paying costs of issuance of the Bonds; and
\ryHEREAS, on January 7, 2014, the Village issued the Bonds and the Bonds and the
Bonds were purchased by Pinnacle Public Finance, Inc. (the "Purchaset"); and
WHEREAS, the Bonds bear interest at the fixed rate of 3.35Yo; and
WHEREAS, due to the current low interest rate environment, the Village's Financial
Advisor, Estrada Hinojosa &. Co., was able to negotiate with the Purchaser a lower rate of
interest on the Bonds of 2.35o/o; and
WHEREAS, the Village Council hereby determines that it is in the best interest and
welfare of the residents of the Village to amend the Bond Resolution and the Bonds (such
amended Bond is hereinafter referred to as the "New Bond", and the date of delivery of the New
Bond is hereinafter referred to as the "New Bond Delivery Date"), in order to provide for the
lower interest rate and revise the amortization schedule accordingly;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF
THE VILLAGE OF KEY BISCAYNE AS FOLLO\ilS:
Section 1.Findines. The foregoing "Whereas" clauses are hereby ratified and
incorporated as the legislative intent of this Resolution.
Section 2. Amendment of the Bond Resolution. The Bond Resolution is hereby
amended as follows:
(a) The first four paragraphs of Section 2(b) of the Bond Resolution are hereby
amended to read as follows:
"(b) Interest Rate. Subject to adjustment as provided below, the Bonds shall
bear interest on the outstanding principal balance from their date of issuance payable
semiannually on each April I and October 1 (the "Interest Payment Dates"),
commencing April 1,2014, at an interest rate equal to (l) 3.35% per annum through
the day prior to the New Bond Delivery Date (the "First Interest Rate Period") and (2)
2.35% per annum beginning on the New Bond Delivery Date until the maturity date
of the Bonds (the "Second Interest Rate Period").
Interest on the Bonds shall be computed on the basis of a 360-day year consisting
of twelve 30-day months.
(i)Adiustment of Interest For Full Taxabilitv. In the event a
Determination of Taxability shall have occurred (i) the rate of interest on the Bonds
shall be increased to a rate per annum equal to 5.4472Yo per annum with respect to the
interest payable during the First Interest Rate Period, and (ii) the rate of interest on the
Bonds shall be increased to a rate per annum equal to 3.62% per annum with respect to
the interest payable during the Second Interest Rate Period (as applicable, the
"Taxable Rate"), effective retroactively to the date on which the interest payable on
the Bonds is includable for federal income tax purposes in the gross income of the
Owners thereof. In addition, the Owners of the Bonds or any former Owners of the
Bonds, as appropriate, shall be paid an amount equal to any additions to tax, interest
and penalties, and any anears in interest that are required to be paid to the United
States by the Owners or former Owners of the Bonds as a result of such Determination
of Taxability. All such additional interest, additions to tax, penalties and interest shall
be paid by the Village on the next succeeding Interest Payment Date following the
Determination of Taxability. A "Determination of Taxability" shall mean (i) the
issuance by the Internal Revenue Service of a statutory notice of deficiency or other
written notification which holds in effect that the interest payable on the Bonds is
includable for federal income tax purposes in the gross income of the Owners thereof,
which notice or notification is not contested with the Internal Revenue Service by
either the Village or any Owners of the Bonds, or (ii) a determination by a court of
competent jurisdiction that the interest payable on the Bonds is includable for federal
income tax purposes in the gross income of the Owners thereof, which determination
either is final and non-appealable or is not appealed within the requisite time period
for appeal, or (iii) the admission in writing by the Village to the effect that interest on
Bonds is includable for federal income tax purposes in the gross income of the Owners
thereof, or (iv) receipt by the Village of an opinion of bond counsel to the Village to
the effect that interest on the Bonds is includable for federal income tax purpose in the
gross income of the Owners thereof.
2
(ii) Adjustment of Interest Rate for Change in Maximum Corporate Tax Rate.
In the event that the maximum effective federal corporate tax rate under Section 11(b)
of the Internal Revenue Code of 1986, as amended (the'oCode"), without adjustment
based on the paragraph following Section 1l(bXlXD) of the Code (the "Maximum
Corporate Tax Rate") during any period with respect to which interest shall be
accruing on the Bonds on a tax-exempt basis, shall be other than thirty-five percent
(35%), the interest rate on the Bonds that are bearing interest on a tax-exempt basis
shall be adjusted to the product obtained by multiplying the interest rate then in effect
on the Bonds by a fraction equal to (1-A divided by 1-B), where A equals the
Maximum Corporate Tax Rate in effect as of the date of adjustment and B equals the
Maximum Corporate Tax Rate in effect immediately prior to the date of adjustment;
provided, however, that in no event shall the interest rate on the Bonds be adjusted to
an interest rate that is less than (i) 3.35% per annum with respect to the interest
payable during the First Interest Rate Period and (ä) 2.35% per annum with respect to
the interest payable during the Second Interest Rate Period."
(b) Section 2(c)(i) of the Bond Resolution is hereby amended to read as follows:
"(i) Mandatory Prepayment. The principal of the Bonds shall be
subject to mandatory prepayment in annual installments on each October 1,
commencing October 1,2014 in the amounts set forth below:
Principal
Installment Due*Year
20t4
20r5
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030**
$310,000.00
300,000.00
3 10,000.00
348,645.75
354,618.89
362,952.44
311,481.82
380,211.64
399,146.62
398,29r.56
407,651.41
4t7,231.22
427,036.16
437,071.51
447,342.69
457,855.24
468,614.84
*Payments may change slightly to reflect the final issuance date of the Bonds.
A revised principal amortization schedule will be attached to the final executed Bond.
**Final Maturity
J
In the event that there is more than one Owner of the Bonds, (A) the
amount of each Bond to be redeemed shall be pro rata based on the respective
aggregate principal amount of Bonds then held by each Owner as a percentage of
the total aggregate principal amount of Bonds then outstanding, and (B) the
Village shall give notice to each Owner of the Bonds at least three (3) days prior
to the date of mandatory redemption of the amount of Bonds owned by such
Owner to be redeemed."
(c) Exhibit "4" to the Resolution is hereby deleted in its entirety and replaced with
the new Exhibit o'A" aftached to this Resolution.
Section 3. Authorization to Execute Documents. The Village Council hereby
authorizes the Village Manager or Finance Director to deliver the New Bond to the Purchaser
upon receipt from the Purchaser of the original Bond for cancellation, in substantially the form
attached hereto as Exhibit "A". The New Bond shall be signed in the name of the Village by the
Mayor or Vice Mayor (or, in their absence, any other member of the Village Council), with such
changes, modifications, deletions and insertions as the person signing such New Bond, with the
advice of the Village Attomey and Bond Counsel, may deem necessary and appropriate. Such
execution and delivery shall be conclusive evidence of the approval thereof by the Village. The
Village Clerk is hereby authorized to attest such signature. The Mayor, the Vice Mayor, any
member of the Council, the Village Manager, the Village Clerk, the Finance Director and any
other proper offrcial of the Village, are and each of them is hereby authorized and directed to
execute and deliver such other documents as are necessary to accomplish the foregoing and to
effectuate the intent and purpose of this Resolution.
Section 4. Ratification. All terms and provisions of the Bond Resolution not
specifically amended by this Resolution are hereby ratified and shall remain in full force and
effect.
Section 5. Severability. If any section, clause, sentence, or phrase of this
Resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction,
the holding shall not affect the validity of the remaining portions of this Resolution.
Section 6. Effective Date. This Resolution shall take effect immediately upon
adoption.
[remainder of page intentionally left blank]
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PASSED AND ADOPTED this 4th day of October,2016
H. ALVAREZ,MMC
VILLAGE CLERK
APPROVED AS TO FORM AND
VILLAG RNEY
MAYOR
T
5
No. R-2
EXHIBIT úTA''
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE
STORM\ilATER UTILITY REFUNDING AND IMPROVEMENT
REVENUE BONDS
SERIES 2013
Registered Owner: Pinnacle Public Finance, Inc
$6,575,000
Principal Amount: Six Million Five Hundred Seventy-Five Thousand Dollars ($6,575,000)
KNOW ALL MEN BY THESE PRESENTS, that the Village of Key Biscayne, Florida
(the "Village"), for value received, hereby promises to pay to the Registered Owner shown
above, or registered assigns (the "Owner"), from the sources hereinafter mentioned, the Principal
Amount specified above. Subject to the rights of prior prepayment and redemption described in
this Bond, the Bonds shall mature on October 1, 2030. Payments due hereunder shall be made
no later than 2:00 p.m., Eastem time, on the date due, free and clear of any defenses, set-offs,
counterclaims, or withholding or deductions for taxes.
This Bond is issued under authority of and in full compliance with the Constitution and
laws of the State of Florida, including particularly Part II of Chapter 166, Florida Statutes, as
amended, the Charter of the Village, Ordinance No. 2013-9 duly adopted by the Village Council
(the "Council") of the Village on December 3, 2013 (the "Ordinance"), and Resolution No.
2013-42 adopted on December 3, 2013, as amended by Resolution No. 2016-_ adopted on
October 4,2016 (collectively, the "Resolution," and collectively with the Ordinance, the "Bond
Ordinance"), and is subject to the terms of said Bond Ordinance. This Bond is issued for the
purpose of refunding the Village's $4,450,000 Stormwater Utility Revenue Refunding Bonds,
Series 2011, financing improvements and replacements of drainage wells and outfalls for the
Village's Stormwater Utility System and paying costs of issuance of the Bonds. This Bond shall
be payable only from the sources identified herein.
Subject to adjustment as provided below, this Bond shall bear interest on the outstanding
principal balance from its date of issuance payable semiannually on each April 1 and October I
(the "Interest Payment Dates"), commencing April l, 2014, at an interest rate equal to (i) 3.35%
per annum through October _,2016 (the "First Interest Rate Period") and (ä) 2.35% beginning
October _,2016 until the maturity date of this Bond (the "Second Interest Rate Period").
Interest on this Bond shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.
A-l
The principal of and interest on this Bond are payable in lawful money of the United
States of America by wire transfer or by certified check, in either case in immediately available
funds, delivered on or prior to the date due to the Owner or its legal representative at the address
of the Owner as it appears on the registration books of the Village.
Adiustment of Interest Rate For Full -Ta¡abdt&. In the event a Determination of
Taxability shall have occurred (i) the rate of interest on this Bond shall be increased to a rate per
annum equal to 5.4472% per annum with respect to the interest payable during the First Interest
Rate Period, and (ii) the rate of interest on this Bond shall be increased to a rate per annum equal
to 3.620/o per annum with respect to the interest payable during the Second Interest Rate Period
(as applicable, the "Taxable Rate"), effective retroactively to the date on which the interest
payable on the Bonds is includable for federal income tax purposes in the gross income of the
Owners thereof. In addition, the Owners of the Bonds or any former Owners of the Bonds, as
appropriate, shall be paid an amount equal to any additions to tax, interest and penalties, and any
arrears in interest that are required to be paid to the United States by the Owners or former
Owners of the Bonds as a result of such Determination of Taxability. All such additional interest,
additions to tax, penalties and interest shall be paid by the Village on the next succeeding Interest
Payment Date following the Determination of Taxability. A "Determination of Taxability" shall
mean (i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other
written notif,rcation which holds in effect that the interest payable on the Bonds is includable for
federal income tax purposes in the gross income of the Owners thereof, which notice or
notification is not contested with the Internal Revenue Service by either the Village or any
Owners of the Bonds, or (ii) a determination by a court of competent jurisdiction that the interest
payable on the Bonds is includable for federal income tax purposes in the gross income of the
Owners thereof, which determination either is final and non-appealable or is not appealed within
the requisite time period for appeal, or (iii) the admission in writing by the Village to the effect
that interest on Bonds is includable for federal income tax purposes in the gross income of the
Owners thereof, or (iv) receipt by the Village of an opinion of bond counsel to the Village to the
effect that interest on the Bonds is includable for federal income tax purpose in the gross income
of the Owners thereof.
Adiustment of Interest Rate for in Maximum Coroorate Tax Rate. In the event
that the maximum effective federal corporate tax rate under Section 11(b) of the Intemal
Revenue Code of 1986, as amended, without adjustment based on the paragraph following
Section 11(bXlXD) of such Code (the ooMaximum Corporate Tax Rate") during any period with
respect to which interest shall be accruing on the Bonds on a tax-exempt basis, shall be other
than thirty-five percent (35%o), the interest rate on the Bonds that are bearing interest on a tax-
exempt basis shall be adjusted to the product obtained by multiplying the interest rate then in
effect on the Bonds by a fraction equal to (l-A divided by 1-B), where A equals the Maximum
Corporate Tax Rate in effect as of the date of adjustment and B equals the Maximum Corporate
Tax Rate in effect immediately prior to the date of adjustment; provided, however, that in no
event shall the interest rate on the Bonds be adjusted to an interest rate that is less than (i) 3.35%
per annum with respect to the interest payable during the First Interest Rate Period and (ii)
2.35% per annum with respect to the interest payable during the Second Interest Rate Period.
2
Adiustment of Interest Rate for Chanses Affectins After-Tax Yield. So long as
any portion of the principal amount of the Bonds or interest thereon remains unpaid (a) if any
law, rule, regulation or executive order is enacted or promulgated by any public body or
governmental agency which changes the basis of taxation of interest on the Bonds or causes a
reduction in yield on the Bonds (other than by reason of a change described above) to the
Owners or any former Owners of the Bonds, including without limitation the imposition of any
excise tax or surcharge thereon, or (b) if, as a result of action by any public body or
govemmental agency, any payment is required to be made by, or any federal, state or local
income tax deduction is denied to, the Owners or any former Owners of the Bonds (other than by
reason ofa change described above or by reason ofany action or failure to act on the part ofany
Owner or any former Owner of the Bonds) by reason of the ownership of the Bonds, the Village
shall reimburse any such Owner within five (5) days after receipt by the Village of written
demand for such payment, and the Village agrees to indemnify each such Owner against any
loss, cost, charge or expense with respect to any such change, action or failure to qualiff. The
determination of the after-tax yield calculation shall be verified by a firm of certified public
accountants regularly employed by the Owner and acceptable to the Village, and such
calculation, in the absence of manifest elror, shall be binding on the Village and the Owners.
Mandatory Prepayment. The principal of this Bond shall be subject to mandatory
prepayment in annual installments on each October 1, commencing October l, 2014 in the
amounts set forth below:
Principal
Installment Due*Year
20r4
20r5
20r6
20r7
2018
20r9
2020
202t
2022
2023
2024
2025
2026
2027
2028
2029
2030**
$310,000.00
300,000.00
310,000.00
348,645.75
354,618.89
362,952.44
37r,48r.82
380,211.64
389,146.62
398,291.56
401,651.41
417,231.22
421,036.t6
431,071.5t
447,342.69
457,855.24
468,614.84
*Payments may change slightly to reflect the final issuance date of the Bonds.
A revised principal amortization schedule will be attached to the final executed Bond.
**Final Maturity
3
In the event that there is more than one Owner of the Bonds, (i) the amount of each Bond
to be redeemed shall be pro rata based on the respective aggregate principal amount of Bonds
then held by each Owner as a percentage of the total aggregate principal amount of Bonds then
outstanding, and (ii) the Village shall give notice to each Owner of the Bonds at least three (3)
days prior to the date of mandatory redemption of the amount of Bonds owned by such Owner to
be redeemed.
This Bond is subject to optional prepayment upon seven (7) days written notice to the
Ormer, (a) in whole at any time, at a price of par plus accrued interest to the date of prepayment
and (b) in part on each October 1, in a principal amount not less than $ 150,000, at a price of par
plus accrued interest to the date of prepayment plus a fee of $500.
This Bond is secured primarily by a pledge of the Stormwater Utility Fees as defined by
Section 403.0893(3), Florida Statutes and imposed pursuant to Ordinance No. 93-11 adopted by
the Council on June 22,1993 (as amended by Ordinance No. 93-11-A).
To the extent the Stormwater Utility Fees are insufhcient to pay principal of and interest
on the Bonds when due, the Village has covenanted and agreed in the Bond Ordinance to
appropriate in its annual budget, by amendment, if necessary, from Non-Ad Valorem Revenues
(as defined below) lawfully available in each fiscal year, amounts sufficient to pay the principal
and interest due on the Bonds in accordance with their terms during such fiscal year. "Non-Ad
Valorem Revenues" means all revenues of the Village derived from any source other than ad
valorem taxation on real or personal property and which are legally available to make the
payments required under the Bond Ordinance, but only after provision has been made by the
Village for the payment of all essential or legally mandated services not otherwise provided for
by ad valorem taxes. Such covenant and agreement on the part of the Village to budget and
appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not
paid, and shall continue until such Non-Ad Valorem Revenues or other legally available funds in
amounts sufficient to make all such required payments shall have been budgeted, appropriated
and actually paid. Notwithstanding the foregoing covenant of the Village, the Village does not
covenant to maintain any services or programs, now provided or maintained by the Village,
which generate non-ad valorem revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of such
Non-Ad Valorem Revenues, nor does it preclude the Village from pledging in the future its Non-
Ad Valorem Revenues, nor does it require the Village to levy and collect any particular Non-Ad
Valorem Revenues, nor does it give the Bondholders a prior claim on the Non-Ad Valorem
Revenues as opposed to claims of general creditors of the Village. Such covenant to appropriate
Non-Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a
pledge of such Non-Ad Valorem Revenues heretofore or hereinafter entered into (including the
payment of debt service on bonds and other debt instruments). However, the covenant to budget
and appropriate in its general annual budget for the purposes and in the manner stated herein
shall have the effect of making available in the manner described herein Non-Ad Valorem
Revenues and placing on the Village a positive duty to appropriate and budget, by amendment, if
necessary, amounts sufficient to meet its obligations under the Bond Ordinance, subject,
4
however, in all respects to the terms of the Bond Ordinance and the restrictions of Section
166.241(3), Florida Statutes, which provides, in part, that the governing body of each
municipality make appropriations for each fiscal year which, in any one year, shall not exceed
the amount to be received from taxation or other revenue sources; and subject, further, to the
payment of services and programs which are for essential public purposes affecting the health,
welfare and safety of the inhabitants of the Village or which are legally mandated by applicable
law.
THIS BOND SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS OF
THE VILLAGE OR A PLEDGE OF THE FAITH AND CREDIT OF THE VILLAGE, BUT
SHALL BE PAYABLE EXCLUSIVELY FROM THE STORMV/ATER UTILITY FEES AND
FROM LEGALLY AVAILABLE NON-AD VALOREM REVENUES OF THE VILLAGE.
THE ISSUANCE OF THIS BOND SHALL NOT DIRECTLY OR INDIRECTLY OR
CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF
TAXATION WHATEVER THEREFOR NOR SHALL THIS BOND CONSTITUTE A
CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY
OF THE VILLAGE, AND THE HOLDER OF THIS BOND SHALL HAVE NO RECOURSE
TO THE POWER OF TAXATION.
The original registered Owner, and each successive registered Owner of this Bond shall
be conclusively deemed to have agreed and consented to the following terms and conditions:
1. The Village shall keep books for the registration of Bonds and for the
registration of transfers of Bonds as provided in the Resolution. Bonds may be transferred
or exchanged upon the registration books kept by the Village, upon delivery to the
Village, together with written instructions as to the details of the transfer or exchange, of
such Bonds in form satisfactory to the Village and with guaranty of signatures
satisfactory to the Village, along with the social security number or federal employer
identification number of any transferee and, if the transferee is a trust, the name and
social security or federal tax identification numbers of the settlor and beneficiaries of the
trust, the date of the trust and the name of the trustee. The Bonds may be exchanged for
Bonds of the same principal amount and maturity and denominations in integral multiples
of $100,000 (except that an odd lot is permitted to complete the outstanding principal
balance). No transfer or exchange of any Bond shall be effective until entered on the
registration books maintained by the Village.
2. The Village may deem and treat the person in whose name any Bond shall
be registered upon the books of the Village as the absolute Owner of such Bond, whether
such Bond shall be overdue or not, for the pulpose of receiving payment of, or on account
of, the principal of and interest on such Bond as they become due, and for all other
purposes. All such payments so made to any such Owner or upon its order shall be valid
and effectual to satisfu and discharge the liability upon such Bond to the extent of the
sum or sums so paid.
3. In all cases in which the privilege of exchanging Bonds or transferring
Bonds is exercised, the Village shall execute and deliver Bonds in accordance with the
5
provisions of the Resolution. There shall be no charge for any such exchange or transfer
of Bonds, but the Village may require payment of a sum sufficient to pay any tax, fee or
other governmental charge required to be paid with respect to such exchange or transfer.
The Village shall not be required to transfer or exchange Bonds for a period of fifteen
(15) days next preceding an interest payment date on such Bonds.
4. All Bonds, the principal of and interest on which have been paid, either at
or prior to maturity, shall be delivered to the Village when such full payment is made,
and shall thereupon be cancelled. In case a portion but not all of an outstanding Bond
shall be prepaid, such Bond shall not be surrendered in exchange for a new Bond, but the
Village shall make a notation indicating the remaining outstanding principal of the Bonds
upon the registration books. The Bond so redesignated shall have the remaining principal
as provided on such registration books and shall be deemed to have been issued in the
denomination of the outstanding principal balance, which shall be an authorized
denomination.
It is hereby certified and recited that all acts, conditions and things required to happen, to
exist and to be performed precedent to and for the issuance of this Bond have happened, do exist
and have been performed in due time, form and manner as required by the Constitution and the
laws of the State of Florida applicable thereto.
IN \üITNESS WHEREOF, the Village of Key Biscayne, Florida has caused this Bond
to be executed by the manual or facsimile signature of its Mayor and of its Village Clerk, and the
Seal of the Village of Key Biscayne, Floricla pr a facsyrffjl"fif',Æpçf to bp affixed hereto or
imprinted or r"proãr.ed hereon, all as of the Øl¿u, ,f Utø/Ê{204
(sEAL)
VILLAGE OF KEY BISCAYNE, FLORIDA
Mayor
Village Clerk
6
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned (the
"Transferor"), hereby sells, assigns and transfers unto
(Please insert name and Social Security or Federal Employer identification number of assignee)
the within Bond and all rights thereunder, and hereby inevocably constitutes and appoints
(the "Transferee") as attorney to register the transfer of the
within Bond on the books kept for registration thereot with full power of substitution in the
premises.
Date
Social Security Number of Assignee
Signature Guaranteed
NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange
or
a commercial bank or a trust company
NOTICE: No transfer will be registered and no new Bond will be issued in the name of the
Transferee, unless the signature(s) to this assignment corresponds with the name as it appears
upon the face of the within Bond in every particular, without alteration or enlargement or any
change whatever and the Social Security or Federal Employer Identification Number of the
Transferee is supplied.
The following abbreviations, when used in the inscription on the face of the within Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common UNIF GIF MIN ACT -
-2
(Cust.)
Custodian for
(Minor)
TEN ENT - as tenants by
the entirety
JT TEN -
under Uniform Gifts to Minors
Act of
(State)
as joint tenants with
right of survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the list above
1
TAX CERTIFICATE
The undersigned is the Mayor of the Village of Key Biscayne, Florida (the "Village"),
hereby certifies the following with respect to the amendment and reissuance of the $6,575,000
Village of Key Biscayne, Florida, Stormwater Utility Refunding and Improvement Revenue
Bonds, Series 2013, dated January 7,2014 (the "Prior Bonds"), and being amended and reissued
this day (such amended and reissued Prior Bonds is hereinafter refered to as the "Bonds"). The
undersigned is the official charged with others with responsibility for issuing the Bonds.
l. General
(a) The Prior Bonds were originally issued on January 7, 2014 pursuant to
Ordinance No. 2013-9 adopted by the Village Council on December 3,2013 (the "Ordinance")
and Resolution No. 2013-42 adopted by the Village Council on December 3,2013 (the "Bond
Resolution" and, collectively with the Ordinance, the "Bond Ordinance") for the purpose of
current refunding the Village's $4,450,000 Stormwater Utility Revenue Refunding Bonds, Series
2011, financing improvements and replacements of drainage wells and outfalls for its
Stormwater Utility System (the"2013 Project") and paying costs of issuance of the Prior Bonds.
The Prior Bonds are being amended on the date hereof pursuant to Resolution No. 2016-30
adopted by the Village Council on October 4, 2016 (the ooAmendment Resolution"). Such
amendments will cause the Prior Bonds to be treated as retired and reissued for federal tax
purposes. The reissued Prior Bonds are hereinafter refered to as the "Bonds".
(b) In connection with the issuance of the Prior Bonds, the Village executed
an Arbitrage Certificate, dated January 7,2014 (the "Prior Tax Certificate"), a copy of which is
attached hereto as Exhibit "4". Capitalized terms used herein but not otherwise specifically
defined have the same meanings as when used in the Prior Tax Certificate.
(c) This certification is made, in part, under 26 CFR section 1.148-2(b)(2)
relating to "arbitrage bonds" as defined in Section 148 of the Internal Revenue Code of 1986, as
amended (the "Code"). Terms used herein which are not capitalized or specifically defined have
the same meanings as when used in 26 CFR sections 1.148-l - 1.148-11. The undersigned has
investigated the facts, estimates, and circumstances in existence on the date hereof. Such facts
estimates, and circumstances, together with the expectations of the Village as to future events,
are set forth in summary form in this certificate. On the basis of such facts, estimates, and
circumstances, it is not expected that the proceeds of the Bonds will be used in any manner that
would cause the Bonds to be "arbitrage bonds" within the meaning of the Code and regulations.
To the best of my knowledge and belief, such expectations are reasonable and there are no facts,
estimates, or circumstances that would materially change them.
2. Source and Use of Proceeds
(a) The new Bonds will include an additional amount of principal of
$23,151.79, which will be used on the date hereof (i) to pay interest accruing on the Prior Bonds,
in the amount of $3,151.79, from October 1,2016 (the date of the last payment of principal and
1
interest on the Prior Bonds) through and including October 6,2016 and (ii) cost of issuance of
the Bonds in the amount of $20,000.00. On the date hereof, the Prior Bonds, presently
outstanding in the amount of $5,645,000.00, will be exchanged for new Bonds in the principal
amount of $5,668,1 51.79.
(b) The Village reasonably expects that the 2013 Project will continue
throughout the term of the Bonds to be owned and operated by the Village.
3. Flow ofFunds.
(a) The Village is required under the Bond Ordinance on each Interest
Payment Date to deposit Stormwater Utility Fees into the Bond Fund, which, together with other
moneys therein, are sufficient to pay the principal of and interest on the Bonds on such Interest
Payment Date.
(b) The Bond Fund has been established to achieve a proper matching of
revenues and debt service within each bond year and will be depleted at least once each year
(except for a reasonable caruyover amount that will not exceed the greater of one year's earnings
on the Bond Fund and 1/12 of annual debt service on the Bonds). All amounts in the Bond Fund
will be expended to pay debt service on the Bonds within 1 3 months of the date of receipt thereof
(12 months if the amounts are interest or income from the investment of such amounts).
Amounts in the Bond Fund will be invested without yield restrictions. Interest earnings and
gains resulting from investment of the Bond Fund will be retained therein and used to pay debt
service on the Bonds.
(c) The Rebate Fund is not pledged to pay debt service on the Bonds and will
not be available ifneeded to pay such debt service.
4. Yield Restrictions
(a) There is currently $2,000,483 of proceeds of the Prior Bonds remaining in
the Project Fund that have not been spent on the 2013 Project. On the date of execution of the
Prior Tax Certificate, the Village reasonably expected thatat least 85 percent of the proceeds of
the Prior Bonds deposited in the Project Fund would be applied to pay costs of the 2013 Project
within three years of the date thereof (January 7,2017). As a result of unexpected construction
delays, the Village currently expects that all of the proceeds of the Prior Bonds deposited in the
Project Fund will be applied to pay costs of the 2013 Project no later than September 30,2017.
Any investment of moneys on deposit in the Project Fund after January 7, 2017 will be invested
a yield that not does not exceed the yield on the Bonds specified in paragraph (g) below.
(b) The restrictions set forth in this Section 4 apply to taxable investments.
For this purpose, taxable investments include all investments other than obligations the interest
on which is (i) excluded from gross income for federal income tax purposes; and (ii) not an item
of tax preference for federal alternative minimum tax purposes.
2
(c) Proceeds of the Prior Bonds remaining in the Project Fund and interest or
income derived from the investment thereof will not be invested in taxable investments that
produce a yield over the term of the Bonds that is materially higher than the yield on the Bonds
(within the meanin g of 26 CFR section 1 .1482(d)(2)) except as follows:
(Ð Such amounts may be invested without regard to yield until the date that is
3 years after the date hereof;
(ii) Such amounts that represent investment earnings may be invested without
regard to yield for a 1-year period beginning on the date ofreceipt thereof; and
(iiD An additional amount not in excess of $100,000 may be invested without
regard to yield.
(d) There are no funds or accounts in existence or that are expected to be
established in addition to the funds referred to herein that are reasonably expected to be used
(directly or indirectly) or that will be pledged (directly or indirectly) to pay debt service on the
Bonds. There are not any amounts that have been reserved or otherwise set aside such that there
is a reasonable assurance that such amounts will be available to pay principal or interest on the
Bonds. In addition, the Village has not entered into, and does not reasonably expect to enter into
within the next thirty days, a hedge contract primarily for the purpose of reducing the Village's
risk of interest rate changes with respect to the Bonds. If any such fund or account is established
after the date hereof, amounts in the fund or account will not be invested at a yield higher than
the yield on the Bonds to the extent necessary to preserve the federal income tax exemption of
interest on the Bonds.
(e) There are no amounts held under any agreement requiring the maintenance
of amounts at a particular level for the direct or indirect benefit of the owners of the Bonds or
any guarantor of the Bonds, excluding for this purpose amounts in which the Village may grant
rights that are superior to the rights of the owners of the Bonds or any guarantor of the Bonds
and amounts that do not exceed reasonable needs for which they are maintained and as to which
the required level is tested no more frequently than every six (6) months and that may be spent
without any substantial restriction other than a requirement to replenish the amount by the next
testing date.
(Ð There are no amounts that have a sufficiently direct nexus to the Bonds to
conclude that the amounts would have been used for debt service on the Bonds if the proceeds of
the Bonds were not being used for those purposes.
(g) The yield on the Bonds for purposes of this Section is2.3500%, computed
on the basis of a 30 day month and 360 day year and with interest compounded semiannually.
For purposes of computing the yield, the issue price of the Bonds is $5,668,151.79 (the principal
amount thereof).
aJ
5. Arbitrage Rebate. The Bonds will continue to be subject to the arbitrage rebate
requirements of Section 148 of the Code as set forth in the Prior Tax Certificate, and the Village
hereby agrees to comply with such requirements as set forth therein.
6. Miscellaneous
(a) There are no other obligations of the Village: (i) that are or will be sold
within 15 days of the date hereof; and (ii) that are to be paid out of substantially the same source
of funds (or that will have substantially the same claim to be paid out of substantially the same
source of funds) as will be used to pay the Bonds.
(b) The Village covenants that it will not make any investment or use of the
proceeds of the Bonds that would cause the Bonds to be "arbitrage bonds" within the meaning of
section 148 of the Code. No portion of the proceeds of the Bonds will be intentionally used in
the manner described in section 1a8(a)(l) or (a)(2) of the Code.
(c) Except as otherwise specifically stated herein, there have been no changes
in the factual matters described in the Prior Tax Certificate. Except as otherwise specifically
changed herein, all of the covenants, representations and wananties contained in the Prior Tax
Certifrcate will continue to apply to the Bonds, and except for any such changes made herein, the
Village hereby reaffirms all of the covenants, representations and wamanties contained in the
Prior Tax Certificate.
[Remainder of Page Intentionally Left Blank]
4
IN \ryITNESS WHEREOF' the undersigned has hereunto set his hand this 7th day of
October, 2016.
VILLAGE OF KEY BISCAYNEO FLORIDA
By:
[Signature Page to Tax Certificate]
, Mayor
5
EXHIBIT "A"
COPY OF PRIOR TAX CERTIFICATE
A-l
No. R-2 $6,575,000
TINITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BTSCAYNE
STORMWATER UTILITY REFUNDING AND IMPROVEMENT
REVENUE BONDS
SERIES 2013
Registered Owner: Pinnacle Public Finance, Inc.
Principal Amount: Six Million Five Hundred Seventy-Five Thousand Dollars ($6,575,000)
KNOW ALL MEN BY THESE PRESENTS, that the Village of Key Biscayne, Florida
(the "Village"), fot value received, hereby promises to pay to the Registered Owner shown
above, or registered assigns (the "Owner"), from the sources hereinafter mentioned, the Principal
Amount specified above, Subject to the rights of prior prepayment and ledemption described in
this Bond, the Bonds shall mature on October 1, 2030. Payments due hereunder shall be made
no later than 2:00 p,m., Eastern time, on the date due, ftee and clear of any defenses, set-ofß,
counterclaims, or withholding or deductions for taxes.
This Bond is issued under authority of and in full compliance with the Constitution and
laws of the State of Florida, including particularly Part II of Chapter 166, Florida Statutes, as
amended, the Charter of the Village, Ordinance No. 2013-9 duly adopted by the Village Council
(the "Council") of the Village on December 3, 2013 (the "Ordinance"), and Resolution No.
2013-42 adopted on December 3, 2073, as amended by Resolution No. 2016-30 adopted on
October 4,20L6 (collectively, the "Resolution," and collectively with the Ordinance, the "Bond
Ordinance"), and is subject to the terms of said Bond Ordinance. This Bond is issued for the
purpose of refunding the Village's $4,450,000 Stormwater Utility Revenue Refunding Bonds,
Series 2011, financing improvements and replacements of drainage wells and outfalls for the
Village's Stormwater Utility System and paying costs of issuance of the Bonds, This Bond shall
be payable only from the sources identifred herein,
Subject to adjustment as provided below, this Bond shall bear interest on the outstanding
principal balance from its date of issuance payable semiannually on each April 1 and October I
(the "Interest Payment Dates"), commencing April 1,2014, at an interest rate equal to (i) 3.35%
per annum thlough October 6,2016 (the "First Interest Rate Period") and (ä) 2,35% beginning
October 7,2076 until the maturity date of this Bond (the "second Interest Rate Period").
Interest on this Bond shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.
The principal of and interest on this Bond are payable in lawful money of the United
States of America by wire transfer or by certified check, in either case in immediately available
funds, delivered on or prior to the date due to the Owner or its legal representafive at the address
of the Owner as it appears on the registration books of the Village,
A-t
Adjustment of Interest Rate For Full Taxability. In the event a Determinatisn of
Taxability shall have occuned (i) the rate of interest on this Bond shall be inueased to a rate per
annum equal to 5,4472% per annum with respect to the interest payable during the First Interest
Rate Period, and (ii) the rate of interest on this tsond shall be increased to a rate per annum equal
to 3.620/o per annum with respect to the interest payable during the Second Interest Rate Period
(as applicable, the "Taxable Rateo'), effeetive retroactively to the date on which the interest
payable on the Bonds is includable for federal income tax purposes in the gross income of the
Owners thereof. In addition, the Owners of the Bonds or any former Owners of the Bonds, as
appropriate, shall be paid an amount equal to any additions to tax, interest and penalties, and any
arrears in interest that are required to be paid to the United States by the Owners or former
Owners of the Bonds as a result of such Determination of Taxability. All such additional interest,
additions to,tax, penalties and interest shall be paid by the Village on the next sucoeeding Interest
Payment Date following the Detemlination of Taxability. A "Determination of Taxability" shall
mean (i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other
written notification which holds in effect that the interest payable on the Bonds is includable for
federal incoîre tax purposes in the gross ineome of the Owners lhereof, which notiue or
notification is not contested with the Internal Revenue Service by either the Village or any
Owners of the Bonds, or (ii) a determination by a court of competent jurisdiction that the interest
payable on the Bonds is includable for federal income tax purposes in the gross income of the
Owners thereof, which determiiration either is final and non-appealable or is not appealed within
the requisite time period for appeal, or (iii) the admission in wr,iting by the Village to the effect
that interest on Bonds is includable for federal income tax pulposes in the gross income of the
Owners thereof, or (iv) receipt by the Village of an opinion of bond oounsel fo the Village to the
effeet that interest on the Bonds is includable for federal income tax purpose in the gross income
of the Owners thereof.
Adjustment of Interest Rate fol Change in Maximum Corporate Tax Rate. In the event
that the maximum ef,fective federal corporate tax rate under Section 11.(b) of the Internal
Revenue Code of 1986, as amended, without adjustment based on the paragraph following
Section 1l(bXlXD) of such Code (the o'Maximum Corporate Tax Rate") during any period with
respect to which interest shall be accruing on the Bonds on a tax-exempt basis, shall be other
than thirty.five percent (35o/o), the interest rate on the Bonds that are bearing interest on a tax-
exempt basis shall be adjusted to the product obtained by multiplying the interest rate then in
effect on the Bonds by a fraction equal to (1-A divided by 1-B), where A equals the Maximum
Corporate Tax Rate in effect as of the date of adjustment and B equals the Maximum Corporate
Tax Rate in effeot immediately prior to the date of adjustment; provided, however, that in no
event shall the interest rate on,the Bonds be adjusted to an interest rate that is less than (i) 3.35%
per an¡um with respect to the interest payable during the First Interest Rate Period and (ii)
2.35% per annum with respect to the interest payable during the Second Interest Rate Period.
Adjustment of Interest Rate for Other Changes Affecting After-Tax Yield. So long as
any porlion of the principal amount of the Bonds or interest thereon remains unpaid (a) if any
law, rule, regulation or executive order is enaeted or promulgated by any public body or
governmental agency which changes the basis of taxation of interest on the Bonds or causes a
reduction in yield on the Bonds (other than by reason of a change described above) to the
2
Owners or any former Owners of the Bonds, including without limitation the imposition,of any
excise tax or surcharge thereon, or (b) if, as a result of action by any public body or
governmental agency, any payment is required to be made by, or any federal, state or local
income tax deduction is denied to, the Owners or any former Owners of the Bonds (other than by
reason ofa change described above or by reason ofany action or failure to act on the part ofany
Owner or any former Owner of the Bonds) by reason of the ownership of the Bonds, the Village
shall reimburse any such Owner within five (5) days after receipt by the Village of written
demand for such payment, and the Village agrees to indemnify each such Owner against any
loss, cost, charge or expense with respect to any such change, action or failure to qualify. The
determination of the after-tax yield calculation shall be verified by a firm of certified public
accountants regularly employed by the Owner and acceptable to the Village, and such
calculation, in the absence of manifest error, shall be binding on the Village and the Owners.
Mandatory Prepayment. The principal of this Bond shall be subject to mandatory
prepayment in annual installments on each October 1, commencing October l, 2014 in the
amounts set forth below:
Year
2014
20Ls
20r6
20t7
20r8
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030*
Principal
Installment Due
$310,000.00
300,000.00
310,000.00
348,645.75
354,618.89
362,952.44
377,481,82
380,211.64
389,146.62
398',291,56
407 ,651.41
/tI7,231.22
427,036,16
437,07t,51
447,342,69
4:57,855.24
468,614.84
*Final Maturity
In the event that there is more than one Owner of the Bonds, (i) the amount of each Bond
to be redeemed shall be pro rata based on the respective aggregate principal amount of Bonds
then held by each Owner as a percentage of the total aggregate principal amount of Bonds then
outstanding, and (ii) the Village shall give notice to each Owner of the Bonds at least three (3)
days prior to the date of mandatory redemption of the amount of Bonds owned by such Ovmer to
be redeemed,
J
I'his Bond is subject to optional prepâyment upon seven (7) days written notice to the
Owner, (a) in whole at any tirne, at a price of par plus accrued intorest to the date of prepayment
and (b) in parl on each October l, in a principal amount not less than $i50,000, at a price of par
plus accrued interest to the date of prepayment plus a fee of $500.
This Bond is secured primarily by a pledge of the Stormwater Utilify Fees as defined by
Section 403.0893(3), Florida Statutes and imposed pursuant to Ordinance lrlo. 93-11 adopted by
the Council on .Tune 22,1993 (as amended by Ordinance No, 93-11-A).
To the extent the Stormwater Utility Fees are insuffrcient to pay principal of and interest
on the Bonds when due, the Village has covenanted and agreed in the Bond Ordinance to
appropriate in its annual budget, by amendment, if necessary, from Non-Ad Valorem Revenues
(as defined below) lawfully available in each fiscal year, amounts sufficient to pay the principal
and interest due on the Bonds in accordance with their terms during such fiscal year. "Non-Ad
Valorem Revenues" means all revenues of the Village derived from any source other than ad
valorem taxation on real or personal property and which are legally available to make the
payments required under the Bond Ordinance, but only after provision has been made by the
Village for the payment of all essential or legally mandated services not otherwise provided for
by ad valorem taxes. Such covenant and agreement on the part of the Village to budget and
appropriate such arnounts of Non-Ad Valorem Revenues shall be cumulative to the extent not
paid, and shall continue until such Non-Ad Valorem Revenues or other legally available funds in
amounts sufficient to make all such required payments shall have been budgeted, appropriated
and actually paid. Notwithstanding the foregoing covenant of the Village, the Village does not
covenant to maintain any services or programs, now provided or maintained by the Village,
which generate non-ad valoren revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge ofsuch
Non-Ad Valorem Revenues, nor does it preclude the Village frorn pledging in the future its Non-
Ad Valorem Revenues, nor does it require the Village to levy and eollect any particular Non-Ad
Valorem Revenues, nor does it give the Bondholders a prior claim on the Non-Ad Valorem
Revenues as opposed to claims of general creditors of the Village. Such covenant to appropriate
Non-Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a
pledge of such Non-Ad Valorem Revenues heretofore or hereinafter entered into (including the
payrnent of debt service on bonds and other debt instruments). However, the covenant to budget
and appropriate in its gener:al annual budget for the purposes ancl in the manner stated herein
shall have the effect of making available in the manner described herein Non-Ad Valorem
Revenues and placing on the Village a positive duty to appropriate and budget, by amendment, if
necessary, amounts sufficient to meet its obligations under the Bond Ordinance, subject,
however, in all respects to the terms of the Bond Ordinance and the restrictions of Seotion
166.241(3), Flolida Statutes, which provides, in part, that the governing body of each
municipality make appropriations for each fiscal year which, in any one year, shall not exceed
the amount to be received from taxation or other revenue sources; and subject, further, to the
payment of services and programs which are for essential public purposes affecting the health,
welfare and safety of the inhabitants of the Village or which are legally mandated by applicable
law,
4
THIS BOND SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS OF
THE ViLLAGE OR A PLEDGE OF THE FAITH AND CREDIT OF THE VILLAGE, BUT
SHALL BE PAYABLE EXCLUSIVELY FROM THE STORMWATER UTILITY FEES AND
FROM LEGALLY AVAILABLE NON.AD VALOREM REVENUES OF THE VILLAGE.
THE ISSUANCE OF THIS BOND S}IALL NOT DIRECTLY OR INDIRECTLY OR
CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF
TAXATION WHATEVER THEREFOR NOR SHALL THIS BOND CONSTITUTE A
CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY
OF THE VILLAGE, AND THE HOLDER OF THIS BOND SHALL HAVE NO RECOURSE
TO THE POWER OF TAXATION.
The original registered Owner, and each successive registered Owner of this Bond shall
be conclusively deemed to have agreed and consented to the following terms and conditions:
L The Village shall keep books for the registration of Bonds and for the
registlation of transfers of Bonds as provided in the Resolution. Bonds may be transferred
or exchanged upon the registration books kept by the Village, upon delivery to the
Vil1age, together with written instructions as to the details of the transfer or exchange, of
such Bonds in form satisfactory to the Village and with guaranty of signatures
satisfactory to the Village, along with the social security nrunber or federal employer
identification number of any transferee and, if the transferee is a trust, the name and
social security or federal tax identification nurnbers ofthe settlor and beneficiaries ofthe
ttust, the date of the trust and the name of the trustee, The Bonds may be exchanged for
Bonds of the same principal amount and maturity and denominations in integral multiples
of $100,000 (except that an odd lot is permitted to complete the outstanding principal
balance). No transfer or exchange of any Bond shall be effective until entered on the
registration books maintained by the Village.
2. The Village may deern and treat the person in whose name any Bond shall
be registered upon the boolcs of the Village as the absolute Owne¡ of such Bond, whether
such Bond shall be overdue or not, for the purpose of receiving payment of, or on account
of, the principal of and interest on such Bond as they become due, and for all other
pu{poses. All such payments so made to any such Owner or upon its order shall be valid
and effectual to satis$ and discharge the liability upon such Bond to the extent of the
sum or sums so paid.
3. In all cases in which the privilege of exchanging Bonds or transferring
Bonds is exercised, the Village shall execute and deliver Bonds in accordance with the
provisions of the Resolution. There shall be no charge for any such exchange or transfer
of Bonds, but the Village may require payment of a sum suffrcient to pay any tax, fee or
other governmental charge required to be paid with respect to such exchange or transfer.
The Village shall not be required to transfer or exchange Bonds for a period of fifteen
(15) days next preceding an interest payment date on such Bonds,
5
4. All Bonds, the principal of and interest on which have been paid, either at
or prior to maturity, shall be delivered to the Village when such full payment is made,
and shall thereupon be cancelled. In case a portion but not all of an outstanding Bond
shali be prepaid, such Bond shall not be surrendered in exchange for anew Bond, but the
Village shall make a notation indicating the remaining outstanding principal of the Bonds
upon the registration books. The Bond so redesignated shall have the remaining principal
as provided on such registration books and shall be deemed to have been issued in the
denomination of the outstanding principal balance, which shall be an authorized
denomination.
It is hereby certified and recited that all acts, conditions and things required to happen, to
exist and to be performed plecedent to and for the issuance of this Bond have happened, do exist
and have been performed in due time, form and lnanner as required by the Constitution and the
laws of the State of Florida applicable thereto,
IN WITNESS WIIEREOF, the Village of Key Biscayne, Florida has caused.this Bond
to be executed by the manual or facsimile signature of its Mayor and of its Village Clerk, and the
Seal of the Village of Key Biscayne, Florida or a facsimile thereof to be affixed hereto or
imprinted or reproduced hereon, all as of the 7th day of October, 2016.
VILLAGE OF KEY BISCAYNE, FLORIDA.
Mayor
(sEAL)
V
/l
6
ASSIGNMENT
FOR VALUE RECEiVED, the undersigned (the
"Transferor"), hereby sells, assigns and transfers unto
(Please insert name and Social Security or Federal Employer identification number of assignee)
the within Bond and all rights thereunder, and hereby inevocably constitutes and appoints
(the "Transferee") as attorney to register the transfer of the
within Bond on the books kept for registration thereot with full power of substitution in the
premises.
Date
Social Security Number of Assignee
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange
oÍ
a commercial bank or a trust company
NOTICE: No transfel will be registered and no new Bond will be issued in the name of the
TransfeLee, unless the signature(s) to this assignment corresponds with the name as it appears
upon the face of the within Bond in every particular, without alteration or enlargement or any
change whatever and the Social Security or Federal Ernployer Identification Number of the
Transfelee is supplied.
The following abbreviations, when used in the inscription on the face of the within Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common TINIF GIF MIN ACT -
(Cust.)
Custodian for
(Minor)
TEN ENT - as tenants by
the entirety
JT TEN -
under Uniform Gifts to Minors
Act of
(State)
as joint tenants with
right of survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the list above.
7
lf Amended
Room/suits
201
of lssue
11
12
l3
14
15 5,668,151
16
17
't8
for the entire issue forof
(a) Final maturity date (bl lssue price (c) Stated redemption
price at matur¡ty
(d) Weight€d
average matur¡ty
10/01/2030 5,668,1 51.79$5,668,1 51.79$7.875 vears
of Proceeds of Bond lssue underwriters'd
22 0
23 5,668,1 51
25 0
26 0
27 5,648,151 79
28 0
29 5,668,151
30 0
of Refunded Bonds. Com
Part I
Part ll
Part lll
Part lV
Part V
8039-G lnformation Retum for Tax-Exempt Governmental 0bli$ations
Þ Under lnternal Revenue Code section 149(e)
Gaution:o,n",,,1,"I",?"lïllilåiüiåliSiSl,i;eFormB**B-GC.
Form
(Rev. September 201 1 )
Department of the Trêasury
lnternal Revênuê Serv¡cê
OMB No. 1545-0720
10b Telsphone number of officer or other
employeê shown on 1 0a
365.5506
1 lssuer's name 2 lssuer's employer identiflcation number (ElN)
65.0291811ofFlorida
3a Name of person (other than issuer) with whom the IRS may communicate about this return (seê lnstructions)3b Telêphonô number of other person shown on 3a
4 Number and street (or P.O. box if mail is not delivered to street address)5 Report number lForrBS Use Only)
88 West Street 3
6 City, town, or post office, state, and ZIP code 7 Date of issue
Florida 33149 1010712016
I Name of issue 9 CUSIP number
Stormwater Util and Revenue Bonds, Series 201 3 N.A.
11
12
13
14
t5
10
17
18
19
10a Name and tltlè of officer or other employeê of the ¡ssuer whom the IRS may call for more information (see
instructions)
John C. c¡lbert, V¡llage Manager
See the instructions and attach schedule.
Education .
Health and hospital
Transportation
Public safety .
Environment (including sewage bonds)
Housing
Utilities
Other. Describe Þ
20
lf obligations are TANs or RANs, check only box 19a
lf obligations are BANs, check only box 'l9b
lf obligations are in the form of a lease or installment sale, check box
Proceeds used for accrued interest
lssue price of entire issue (enter amount from line 21, column (b))
79
(e) Yield
2.3500
79
8.038 vears
o11o712014
>n>n>n
79
21
22
23
24
25
26
27
28
29
30
Proceeds used for bond issuance costs (including underwriters' discount) .
Proceeds used for credit enhancement
Proceeds allocated to reasonably required reserve or replacement fund
Proceeds used to currently refund prior issues
Proceeds used to advance refund prior issues
Total (add lines 24 through 28) .
Non of the issue line 29 from line 23 and enter amount
Enter the remaining weighted average maturity of the bonds to be currently refunded
Enter the remaining weighted average maturity of the bonds to be advance refunded
Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) .
24 20,000
nds.
31
32
33
34
vears
1010712016
Enter the datelsl the refunded bonds were issued Þ
For Paperwork Reduction Act Notice, see separate instructions,cat. No.63773s rorm 8038-G (Rev.9-201 1)
35 N.A.
36a
37
Part Vl
Form 8038-G (Rev. 9-201 1)
Miscellaneous
Enter the amount of the state volume cap allocated to the issue under section 141 (b)(s) ,
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GlC) (see instructions)
Enter the final maturity date of the GIC Þ
35
36a
b
Signature
and
Consent
Paid
Preparer
Use Only
eage2
c Enter the name of the GIC provider Þ
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units .
38a lf this issue is a loan made from the proceeds of another tax-exempt issue, check box Þ n and enter the following information:
b Enter the date of the master pool obligation Þ
c Enter the EIN of the issuer of the master pool obligation Þ
d Enter the name of the issuer of the master pool obligation Þ
39 lf the issuer has designated the issue under section 265(bXSXBXD(|ll) (small issuer exception), check box
40 lf the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box
41a lf the issuer has identified a hedge, check here Þ n and enter the following information:
b Name of hedge provider Þ
c Type of hedge Þ
d Term of hedge Þ
42
43
M
45a
lf the issuer has superintegrated the hedge, check box . >
lf the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box >
lf the issuer has established written procedures to monitor the requirements of section 148, check box . >
lf some portion of the proceeds was used to reimburse expenditures, check here Þ ! and enter the amount
of reimbursement , >
b Enter the date the official intent was adopted Þ
Under penalties of perjury, I declare that I have êxamined thís return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete. I further declare that I consênt to the IRS's disclosure of the issuer's rêturn information, as necessary to
process to the person I havê authorizod above.
Mayra P. L¡ndsay, Mayor
Signature Date or name and title
PTIN
P01491813
20-8112403
305-854.0800
rorm 8038-G Fev. e-2011)
PrintÆype preparer's namê
Jeffrey DeCarlo
Preparer's sisTture Date check n if
selÊemployed
name > Weiss Serota Helfman Cole & Bierman, P.L.
2525 Ponce de Leon Blvd., Suite 700, Coral FL 33134