HomeMy Public PortalAbout2005-24 Authorization of Transportation Tax Revenue Bonds, Series 2005, in the amount of $3,500,000RESOLUTION NO. 2005-24
A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA, AUTHORIZING THE ISSUANCE OF
TRANSPORTATION TAX REVENUE BONDS, SERIES 2005,
OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, IN THE
AGGREGATE PRINCIPAL AMOUNT OF $3,500,000 FOR
THE PURPOSE OF FINANCING A PORTION OF THE
COSTS OF ROAD IMPROVEMENTS WITHIN THE
VILLAGE (CRANDON BOULEVARD IMPROVEMENTS --
PHASE II), FINANCING ARCHITECTURAL, ENGINEERING,
ENVIRONMENTAL, LEGAL AND OTHER PLANNING
COSTS RELATED THERETO, AND PAYING COSTS OF
ISSUANCE OF THE BONDS; AWARDING THE SALE OF
THE BONDS TO SUNTRUST BANK; PROVIDING FOR
SECURITY FOR THE BONDS; PROVIDING OTHER
PROVISIONS RELATING TO THE BONDS; MAKING
CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, on June 14, 2005, the Council adopted Ordinance No. 2005-10 (the
"Ordinance") authorizing the issuance of not exceeding $3,500,000 of bonds for the purpose of
financing a portion of the costs of road improvements within the Village (Crandon Boulevard
Improvements --Phase II), financing architectural, engineering, environmental, legal and other
planning costs related thereto, and paying costs of issuance of the bonds or notes (collectively, the
"Project"); and
WHEREAS, pursuant to the Ordinance, the Village has solicited proposals for the financing
of the Project; and
WHEREAS, the Council hereby determines to accept a commitment (the "Commitment")
from SunTrust Bank (the "Bank") to purchase the Bonds; and
WHEREAS, the Council desires to set forth the details of the Bonds in this Bond
Resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA:
SECTION 1. AUTHORIZATION OF BONDS. Pursuant to the provisions of this Bond
Resolution and the Ordinance, transportation tax revenue bonds of the Village to be designated
"Village of Key Biscayne, Florida Transportation Tax Revenue Bonds, Series 2005" (the "Bonds"),
are hereby authorized to be issued in an aggregate principal amount of $3,500,000 for the purpose
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of financing a portion of the costs of road improvements within the Village (Crandon Boulevard
Improvements --Phase II), financing architectural, engineering, environmental, legal and other
planning costs related thereto, and paying costs of issuance of the Bonds.
SECTION 2. TERMS OF THE BONDS.
(a) General Provisions. The Bonds shall be issued in fully registered form
without coupons. The principal of and interest on the Bonds shall be payable when due in lawful
money of the United States of America by wire transfer or by certified check delivered on or prior
to the date due to the registered Owners of the Bonds ("Owners") or their legal representatives at the
addresses of the Owners as they appear on the registration books of the Village. Payments shall be
made in immediately available funds by no later than 2:00 p.m. on the date due, free and clear of any
defenses, set -offs, counterclaims, or withholdings or deductions for taxes.
The Bonds shall be dated the date of their issuance and delivery and shall be initially issued
as one Bond in the denomination of $3,500,000. The Bonds shall mature on July 1, 2025.
THE BONDS 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 TRANSPORTATION TAX REVENUES, AS
DEFINED IN THIS RESOLUTION. THE ISSUANCE OF THE BONDS SHALL NOT DIRECTLY
OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO
PLEDGE ANY FORM OF AD VALOREM TAXATION WHATEVER THEREFOR NOR SHALL
THE BONDS CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR
EQUITABLE, UPON ANY PROPERTY OF THE VILLAGE, AND THE HOLDERS OF THE
BONDS SHALL HAVE NO RECOURSE TO THE POWER OF AD VALOREM TAXATION.
(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 quarterly on the first
day of each January, April, July and October (the "Interest Payment Dates"), commencing October
1, 2005, at an interest rate equal to 4.09% per annum.
Interest on the Bonds shall be computed on the basis of a 360 -day year based on twelve 30 -
day months.
(i) Adjustment of Interest Rate For Full Taxability. In the event a
Determination of Taxability shall have occurred, the rate of interest on the Bonds
shall be increased to a rate per annum equal to 6.30% per annum (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
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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.
(ii) Adjustment of Interest Rate for Partial Taxability. In the event that
interest on the Bonds during any period becomes partially taxable as a result of a
Determination of Taxability applicable to less than all of the Bonds, then the interest
rate on the Bonds shall be increased during such period by an amount equal to: (A -B)
x C where:
(a) A equals the Taxable Rate (expressed as a percentage);
(b) B equals the interest rate on the Bonds (expressed as a
percentage); and
(c) C equals the portion of the Bonds the interest on which has
become taxable as the result of such tax change (expressed as
a decimal).
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.
(iii) Adjustment of Interest Rate for Change in Maximum Corporate Tax
Rate. In the event that the maximum effective federal corporate tax rate (the
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"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.
(iv) Adjustment of Interest Rate for Other Changes Affecting 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 pubic 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 of
a change described above or by reason of any action or failure to act on the part of
any 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. The determination of the after-tax yield calculation shall be
verified by a firm of certified public accountants regularly employed by the Bank (or
the current Owner of the Bonds) and acceptable to the Village, and such calculation,
in the absence of manifest error, shall be binding on the Village and the Owners.
(c) Prepayment Provisions.
(i) Mandatory Prepayment. The principal of the Bonds shall be subject
to mandatory prepayment in quarterly installments on each Interest Payment Date,
commencing October 1, 2006 (each a "Scheduled Due Date"). The schedule of
principal and interest payments due on each Scheduled Due Date shall be determined
on June 30, 2006, after the last Advance (as defined in Section 10(e) hereof) has
been made in accordance with Section 10(a) hereof. The schedule shall be
determined based upon a nineteen (19) year amortization schedule of substantially
level payments of principal and interest, with payments of principal and interest
sufficient to fully amortize so much of the principal amount of the Bonds as has been
Advanced hereunder, with the final payment due and payable on July 1, 2025.
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In the event that there is more than one Owner of the Bonds, (A) the Village
shall determine the amount of each Bond to be redeemed, 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 each Bond to be redeemed.
(ii) Optional Prepayment. The Bonds are subject to optional prepayment,
upon thirty (30) days written notice to the Bank (or to the then current Owners of the
Bonds), in whole or in part at any time, at the prepayment prices (expressed as a
percentage of the principal amount to be prepaid) set forth below, plus accrued
interest to the date of prepayment:
Prepayment Dates
(Dates Inclusive)
Prepayment
Prices
Date of Issuance through July 15, 2006
103%
July 16, 2006 through July 15, 2007
102%
July 16, 2007 through July 15, 2009
101%
July 16, 2009 and thereafter
100%
SECTION 3. EXECUTION OF BONDS. The Bonds 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)
and the Village Clerk, and its seal shall be affixed thereto or imprinted or reproduced thereon. The
signatures of the Mayor or Vice Mayor (or, in their absence, any other member of the Village
Council) and Village Clerk on the Bonds may be manual or facsimile signatures, provided that the
signature of one of such officers shall be a manual signature. In case any one or more of the officers
who shall have signed or sealed any of the Bonds shall cease to be such officer of the Village before
the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may
nevertheless be sold and delivered as herein provided and may be issued as if the person who signed
and sealed such Bonds had not ceased to hold such office. Any Bonds may be signed and sealed on
behalf of the Village by such person as at the actual time of the execution of such Bonds shall hold
the proper office, although at the date of such Bonds such person may not have held such office or
may not have been so authorized.
SECTION 4. NEGOTIABILITY. REGISTRATION AND CANCELLATION. The Village
shall serve as Registrar and as such shall keep books for the registration of Bonds and for the
registration of transfers of Bonds. 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. Bonds may be exchanged for one or more Bonds of the same
aggregate principal amount and maturity and in denominations in integral multiples of $250,000
(except that an odd lot is permitted to complete the outstanding principal balance). No transfer or
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exchange of any Bond shall be effective until entered on the registration books maintained by the
Village.
The Village may deem and treat the person in whose name any Bond shall be registered upon
the books kept by the Village as the absolute Owner 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 purposes. All such payments so made to
any such Owner or upon his order shall be valid and effectual to satisfy and discharge the liability
upon such Bond to the extent of the sum or sums so paid.
In all cases in which Bonds are transferred or exchanged in accordance with this Section, the
Village shall execute and deliver Bonds in accordance with the provisions of this Resolution. All
Bonds surrendered in any such exchanges or transfers shall forthwith be cancelled by the Village.
There shall be no charge for any such exchange or transfer of Bonds, but the Village may require the
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 15 days next preceding an Interest Payment Date on such Bonds.
All Bonds, the principal and interest of which has been fully paid, either at or prior to
maturity, shall be delivered to the Village when such 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.
SECTION 5. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any
Bond shall become mutilated or be destroyed, stolen or lost, the Village may in its discretion issue
and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in the case
of a mutilated Bond, in exchange and substitution for such mutilated Bond upon surrender of such
mutilated Bond or in the case of a destroyed, stolen or lost Bond in lieu of and substitution for the
Bond destroyed, stolen or lost, upon the Owner furnishing the Village proof of his ownership thereof,
satisfactory proof of loss or destruction thereof and satisfactory indemnity, complying with such
other reasonable regulations and conditions as the Village may prescribe and paying such expenses
as the Village may incur. The Village shall cancel all mutilated Bonds that are surrendered. If any
mutilated, destroyed, lost or stolen Bond shall have matured or be about to mature, instead of issuing
a substitute Bond, the Village may pay the principal of and interest on such Bond upon the Owner
complying with the requirements of this paragraph.
Any such duplicate Bonds issued pursuant to this section shall constitute original, additional
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contractual obligations of the Village whether or not the lost, stolen or destroyed Bonds be at any
time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits
and rights as to lien on and source and security for payment from the funds, as hereinafter pledged,
to the extent as all other Bonds issued hereunder.
SECTION 6. FORM OF BONDS. The text of the Bonds shall be of substantially the tenor
set forth in Exhibit "A" hereto, with such omissions, insertions and variations as may be necessary
and desirable and authorized or permitted by this Resolution.
SECTION 7. PLEDGE OF REVENUES.
(a) The Village hereby pledges, assigns and grants a security interest to the
Bondholders in the Transportation Tax Revenues in order to secure the principal of and interest on
the Bonds. The Village covenants that for so long as the Bonds are outstanding it shall take all
necessary steps to qualify to continue to receive the Transportation Tax Revenues as provided for
in Section 212.055(1), Florida Statutes, and the Interlocal Agreement. The Village represents and
warrants to the Bondholders that there are no other obligations of the Village currently outstanding
secured by the Transportation Tax Revenues.
(b) The Village will not issue any additional obligations secured by the
Transportation Tax Revenues, unless (i) the ratio of the amount of Transportation Tax Revenues
collected during the preceding fiscal year of the Village divided by the Maximum Annual Debt
Service on all Debt Obligations secured by the Transportation Tax Revenues and on the Debt
Obligations proposed to be issued, is at least equal to 1.20, (ii) no Event of Default exists hereunder
and (iii) the other covenants of the Village contained herein will continue to be met.
(c) In the event the Charter County Transit System Surtax referred to in
subsection (d) is repealed by Miami -Dade County or the Florida Legislature, the Village shall take
all steps necessary to secure the Bonds by a covenant to budget and appropriate from legally
available non -ad valorem revenues of the Village; and in the event the Village does not do so within
a reasonable time, the Bondholder shall have the right to demand immediate payment of the Note
in full.
(d) As used in this Resolution, (i) the term "Transportation Tax Revenues"
means the portion of the proceeds of the Charter County Transit System Surtax authorized by
Section 212.055(1), Florida Statutes, and received or receivable by the Village pursuant to the
Interlocal Agreement, (ii) the term "Interlocal Agreement" means the Interlocal Agreement dated
June 24, 2003, between the Village and Miami -Dade County, relating to the Charter County Transit
System Surtax ; (iii) the term "Maximum Annual Debt Service" means the maximum amount of
principal and interest required in the then current or any future fiscal year to pay all Debt
Obligations; and (iv) the term 'Debt Obligations" means debt service on debt obligations of the
Village, including the Bonds, which are secured by or payable from the Transportation Tax
Revenues.
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(e) Calculations of Transportation Tax Revenues will be based on information
derived from the most recently audited fiscal year end financial statements. For purposes of
calculating Maximum Annual Debt Service, the interest rate to be assumed for indebtedness bearing
interest at a variable rate shall be equal the higher of six percent (6%) per annum or the actual rate
of interest paid by the Village with respect to such indebtedness during the month preceding the date
of calculation, and such indebtedness shall be assumed to be fully funded.
SECTION 8.BOND FUND. There is hereby created a fund entitled "Village of Key Biscayne,
Florida Transportation Tax Revenue Bonds, Series 2005 Bond Fund" (the "Bond Fund"). There shall
be deposited into the Bond Fund on each Interest Payment Date sufficient amounts of Transportation
Tax Revenues as specified in Section 7 hereof which, together with the amounts already on
deposit therein, will enable the Village to pay the principal of and interest on the Bonds on each
Interest Payment Date. Moneys in the Bond Fund shall be applied on each Interest Payment Date to
the payment of principal of and interest on the Bonds coming due on each such date.
SECTION 9. INVESTMENT OF BOND FUND. Subject to Section 12 hereof, funds in the
Bond Fund may be invested in the following investments, maturing at or before the time such funds
may be needed to pay principal of or interest on Bonds, to the extent such investments are legal for
investment of municipal funds ("Authorized Investments"):
(a) The Local Government Surplus Funds Trust Fund;
(b) Negotiable direct obligations of, or obligations the principal of and interest
on which are unconditionally guaranteed by, the United States Government at the then
prevailing market price for such securities;
(c) Interest -bearing time deposits or savings accounts in banks organized under
the laws of the State of Florida (the "State"), in national banks organized under the laws of
the United States and doing business and situated in the State, in savings and loan
associations which are under State supervision, or in federal savings and loan associations
located in the State and organized under federal law and federal supervision, provided that
any such deposits are secured by collateral as may be prescribed by law;
(d) Obligations of the federal farm credit banks; the Federal Home Loan
Mortgage Corporation, including Federal Home Loan Mortgage Corporation participation
certificates; or the Federal Home Loan Bank or its district banks or obligations guaranteed
by the Government National Mortgage Association;
(e) Obligations of the Federal National Mortgage Association, including Federal
National Mortgage Association participation certificates and mortgage pass -through
certificates guaranteed by the Federal National Mortgage Association;
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(f) Securities of, or other interests in, any open-end or closed -end management
type investment company or investment trust registered under the Investment Company Act
of 1940, 15 U.S.C. ss. 80a-1 et seq., as amended from time to time, provided the portfolio
of such investment company or investment trust is limited to United States Government
obligations and to repurchase agreements fully collateralized by such United States
Government obligations and provided such investment company or investment trust takes
delivery of such collateral either directly or through an authorized custodian; or
(g) Any other investments that at the time are legal investments for municipal
funds, are permitted by the duly approved investment policy of the Village and as to which
the Bank has not objected in writing.
SECTION 10. ADVANCES AND APPLICATION OF BOND PROCEEDS.
(a) The proceeds of the Bonds shall be disbursed by the Bank by making
Advances (as defined below) from time to time in an aggregate principal amount not
exceeding $3,500,000, provided that no Advance shall be made after June 30, 2006.
(b) The Village may request an Advance by delivering to the Bank at least one
Business Day (as defined below) prior to the date on which the Advance is requested to be
funded a written request signed by either the Mayor, the Village Manager or the Finance
Director of the Village (each such request, a "Notice of Advance") (i) specifying the
Business Day on which the funding of the Advance is requested; (ii) specifying the amount
of the Advance requested; (iii) stating that to the best of the signer's knowledge, no event of
default under the Resolution has occurred and is continuing (which has not been cured or
waived) and no event which, with the giving of notice or the passage of time or both would
constitute an event of default, has occurred and is continuing.
(c) Upon receipt of a Notice of Advance, the Bank shall fund the Advance
requested prior to 11:00 a.m. on the later of the succeeding Business Day or the date such
Advance is requested to be funded. On the date the Advance is to be funded, the Bank shall
make available the amount of the Advance requested in immediately available funds.
(d) A Notice of Advance may be revoked by the Village upon delivery of a
written notice delivered to the Bank not later than 9:00 a.m. on the date the proposed
Advance is to be funded.
(e) For purposes of this Section 10, "Advance" shall mean an advance of the
Bond proceeds by the Bank to the Village, and "Business Day" shall mean any date other
than a Saturday, Sunday or other day on which the Bank is lawfully closed.
(f) Sufficient proceeds received from the first Advance on the date of issuance
of the Bonds shall be applied to pay costs of issuance of the Bonds. All other proceeds
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received from the first Advance, as well as proceeds received from all subsequent Advances,
shall be deposited in the "Village of Key Biscayne Transportation Tax Revenue Bonds,
Series 2005 Project Fund" (the "Project Fund"), hereby created, and used only in connection
with the Project.
(g) Pending their use, the proceeds in the Project Fund may be invested in
Authorized Investments, maturing not later than the date or dates on which such proceeds
will be needed for the purposes of this Bond Resolution. Subject to Section 12 hereof, any
income received upon such investment shall be deposited in the Project Fund and applied to
costs of the Project or, at the option of the Village, deposited in the Bond Fund and used to
pay interest on the Bonds until completion of the Project. Subject to Section 12 hereof, after
the completion of the Project, any remaining balance of proceeds of the Bonds shall be
deposited into the Bond Fund and used solely to pay principal of the Bonds.
(h) The Project Fund shall be kept separate and apart from all other funds of the
Village and the moneys on deposit therein shall be withdrawn, used and applied by the
Village solely for the purposes set forth herein. Pending such application, the Project Fund
shall be subject to the lien of the Owners of the Bonds for the payment of the principal of and
interest on the Bonds.
(i) The registered Owners shall have no responsibility for the use of the proceeds
of the Bonds, and the use of such Bond proceeds by the Village shall in no way affect the
rights of such registered Owners. The Village shall be obligated to apply the proceeds of the
Bonds solely for financing costs of the Project. However, the Village shall be irrevocably
obligated to continue to pay the principal of and interest on the Bonds notwithstanding any
failure of the Village to use and apply such Bond proceeds in the manner provided herein.
SECTION 11. FUNDS. Each of the funds and accounts herein established and created shall
constitute trust funds for the purposes provided herein for such funds and accounts respectively. The
money in such funds and accounts shall be continuously secured in the same manner as deposits of
Village funds are authorized to be secured by the laws of the State of Florida. Except as otherwise
provided herein, earnings on any investments in any amounts on any of the funds and accounts
herein established and created shall be credited to such respective fund or account.
The designation and establishment of the funds and accounts in and by this Bond Resolution
shall not be construed to require the establishment of any completely independent, self -balancing
funds, as such term is commonly defined and used in governmental accounting, but rather is intended
solely to constitute an earmarking of certain revenues and assets of the Village for the purposes
herein provided and to establish certain priorities for application of such revenues and assets.
SECTION 12. INVESTMENTS AND USE OF PROCEEDS TO COMPLY WITH
INTERNAL REVENUE CODE OF 1986. The Village covenants to the Owners of the Bonds that
it will take all actions and do all things necessary and desirable in order to maintain the exclusion
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from gross income for federal income tax purposes of interest on the Bonds, and shall refrain from
taking any actions that would cause interest on the Bonds to be included in gross income for federal
income tax purposes. In particular, the Village will not make or direct the making of any investment
or other use of the proceeds of the Bonds which would cause such Bonds to be "private activity
bonds" as that term is defined in Section 141 (or any successor provision thereto) of the Code or
"arbitrage bonds" as that term is defined in Section 148 (or any successor provision thereto) of the
Code, and all applicable regulations promulgated under the Code, and that it will comply with the
applicable requirements of Sections 141 and 148 of the Code and the aforementioned regulations
throughout the term of the Bonds.
SECTION 13. DESIGNATION UNDER SECTION 265(b)(3) OF THE CODE. The Village
hereby designates the Bonds as qualified tax-exempt obligations under Section 265(b)(3)(B) of the
Code, and shall make all necessary filings in order to effectuate such election. The Village represents
that neither the Village nor any subordinate entities or entities issuing tax-exempt obligations on
behalf of the Village within the meaning of Section 265(b)(3) of the Code have issued tax-exempt
obligations during calendar year 2005 and neither the Village nor any such entities expect to issue
tax-exempt obligations during calendar year 2005.
SECTION 14. ARBITRAGE REBATE COVENANTS. There is hereby created and
established a fund to be held by the Village, designated the "Village of Key Biscayne Transportation
Tax Revenue Bonds, Series 2005 Rebate Fund" (the "Rebate Fund"). The Rebate Fund shall be held
by the Village separate and apart from all other funds and accounts held by the Village under this
Resolution and from all other moneys of the Village.
Notwithstanding anything in this Resolution to the contrary, the Village shall transfer to the
Rebate Fund the amounts required to be transferred in order to comply with the Rebate Covenants,
if any, attached as an Exhibit to the Arbitrage Certificate to be delivered by the Village on the date
of delivery of the Bonds (the "Rebate Covenants"), when such amounts are so required to be
transferred. The Village Manager shall make or cause to be made payments from the Rebate Fund
of amounts required to be deposited therein to the United States of America in the amounts and at
the times required by the Rebate Covenants. The Village covenants for the benefit of the Owners of
the Bonds that it will comply with the Rebate Covenants. The Rebate Fund, together with all moneys
and securities from time to time held therein and all investment earnings derived therefrom, shall be
excluded from the pledge and lien of this Resolution. The Village shall not be required to comply
with the requirements of this Section 14 in the event that the Village obtains an opinion of nationally
recognized bond counsel that (i) such compliance is not required in order to maintain the federal
income tax exemption of interest on the Bonds and/or (ii) compliance with some other requirement
is necessary to maintain the federal income tax exemption of interest on the Bonds.
SECTION 15. SPECIAL COVENANTS.
(a) The Village shall, within one hundred eighty (180) days of the end of each
fiscal year of the Village, deliver to the Bondholders a copy of the annual audited financial
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statements of the Village. Within thirty (30) days of its final adoption, the Village shall
deliver to the Bondholders a copy of the operating budget for each upcoming fiscal year of
the Village.
(b) (i) The Village shall be permitted to issue additional Debt secured in the
same manner as the Bonds (as specified in Section 7 hereof), so long as on the date
of issuance of such additional Debt the Debt Service Coverage Ratio for the current
fiscal year of the Village is at least 1.20 to 1.
(iii) "Debt Service Coverage Ratio" shall mean the ratio of (a) the
Transportation Tax Revenues in the current fiscal year of the Village, to (b) the
maximum annual Debt Service coming due on the Bonds, all other Debt of the
Village secured in the same manner as the Bonds (as specified in Section 7 hereof),
and the additional Debt, in the then current or any future fiscal year.
(c) The total Debt of the Village, including amounts authorized but still not
drawn down under existing loan agreements and other contractual arrangements with banks
and other financial institutions, underwriters, brokers and/or intermediaries, shall not exceed
the greater of:
(i) one percent (1%) of the total assessed value of all property within the
Village, as certified by the Miami -Dade County Property Appraiser for the current
fiscal year; or
(ii) that amount which would cause annual Debt Service to equal fifteen
percent (15%) of General Fund expenditures for the previous fiscal year;
provided, however, that if in the future the Village Charter is amended to permit
total Debt to exceed the amounts set forth above, then the total Debt of the Village
permitted hereunder shall be deemed to be such greater amount consistent with the
Charter.
(d) As used in this Section 15, the following terms shall have the meaning
ascribed to them in this subsection:
(i) "Debt" shall mean any obligation of the Village to repay borrowed
money however evidenced since the date of its incorporation regardless of tenor or
term for which it was originally contracted or subsequently converted through
refinancing or novation, except (A) any obligation required to be repaid in less than
a year and which was incurred solely for emergency relief of natural disasters, or (B)
that portion of any obligations for operations which are financed and operated in an
independent, self-liquidating manner and recovered entirely through currently
collected user fees and charges.
{M1356046_2}
12
(ii) "Debt Service" shall include, without limitation thereto, scheduled
interest payments, repayments of principal and all financial fees arising from Debt
or from the underlying contractual obligations, whether as originally incurred or
subsequently deferred or otherwise renegotiated.
(iii) "General Fund" shall mean any and all revenues of the Village, from
whatever source derived, except those revenues derived from special assessments,
user fees and charges and designated as a separate fund to finance goods and services
to the public.
SECTION 16. COVENANTS BINDING ON VILLAGE AND SUCCESSOR. All covenants,
stipulations, obligations and agreements of the Village contained in this Resolution constitute a
contract between the Village and the Owners of the Bonds and shall be deemed to be covenants,
stipulations, obligations and agreements of the Village to the full extent authorized or permitted by
law, and all such covenants, stipulations, obligations and agreements shall be binding upon the
successor or successors thereof from time to time and upon the officer, board, body or commission
to whom or to which any power or duty affecting such covenants, stipulations, obligations and
agreements shall be transferred by or in accordance with law.
Except as otherwise provided in this Resolution, all rights, powers and privileges conferred
and duties and liabilities imposed upon the Village or upon the Village Council by the provisions
of this Resolution shall be exercised or performed by the Village Council or by such officers, board,
body or commission as may be required by law to exercise such powers or to perform such duties.
No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a
covenant, stipulation, obligation or agreement of any present or future member of the Village
Council or officer, agent or employee of the Village in his or her individual capacity, and neither the
members of the Village Council nor any officer, agent or employee of the Village executing the
Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability
by reason of the issuance thereof.
SECTION 17. EVENTS OF DEFAULT. Each of the following events is hereby declared
an "event of default":
(a) payment of the principal of or amortization installments of any of the Bonds
shall not be made when the same shall become due and payable; or
(b) payment of any installment of interest on any of the Bonds shall not be made
when the same shall become due and payable; or
(c) the Village shall default in the due and punctual performance of any covenant,
condition, agreement or provision contained in the Bonds or in this Resolution (except for
{M1356046_2)
13
a default described in subsection (a) or (b)'of this Section) on the part of the Village to be
performed, and such default shall continue for sixty (60) days after written notice specifying
such default and requiring same to be remedied shall have been given to the Village by any
Owner of any Bond; provided that it shall not constitute an event of default if the default is
not one that can be cured within such sixty (60) days, as agreed by the Bondholders and the
Village, and the Village commences within such sixty (60) days and, in the sole judgment
of the Bondholders, is proceeding diligently with action to correct such default; or
(d) any proceeding shall be instituted with or without the consent of the Village
under federal bankruptcy laws or other federal or state laws affecting creditors' rights or any
proceeding shall otherwise be instituted for the purpose of effecting a composition between
the Village and its creditors or for the purpose of adjusting the claims of such creditors
pursuant to any federal or state statute now or hereafter enacted and any such proceeding
shall not have been dismissed with prejudice within thirty (30) days after the institution of
the same.
SECTION 18. REMEDIES; RIGHTS OF BONDHOLDERS. Upon the occurrence and
continuance of any event of default specified in Section 17 hereof, the Owners of the Bonds may
pursue any available remedy by suit, at law or in equity to enforce the payment of the principal of
and interest on the Bonds then outstanding.
No delay or omission to exercise any right or power accruing upon any default or event of
default shall impair any such right or power or shall be construed to be waiver of any such default
or event of default or acquiescence therein; and every such right and power may be exercised from
time to time and as often as may be deemed expedient. No waiver of any event of default hereunder
shall extend to or shall affect any subsequent event of default or shall impair any rights or remedies
consequent thereon.
The Village agrees, to the extent permitted by law, to indemnify the Bank and its directors,
officers, employees and agents from and against any losses, claims, damages, liabilities and expenses
(including, without limitation, counsel fees and expenses) which may be incurred in connection with
enforcement of the provisions of this Resolution and the Bonds.
SECTION 19. DEFEASANCE.
(a) The covenants, liens and pledges entered into, created or imposed pursuant to this
Resolution may be fully discharged and satisfied with respect to the Bonds in any one or more of the
following ways.
(i) by paying the principal of, prepayment premium, if any, and interest on the
Bonds when the same shall become due and payable; or
(M1356046_2}
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(ii) by depositing with an escrow agent certain moneys irrevocably pledged to the
payment of the Bonds, which together with other moneys lawfully available therefor, if any,
shall be sufficient at the time of such deposit with the escrow agent to pay when due the
principal, prepayment premium, if any, and interest due and to become due on said Bonds
on or prior to the prepayment date or maturity date thereof; or
(iii) by depositing with an escrow agent moneys irrevocably pledged to the
payment of the Bonds, which together with other moneys lawfully available therefor, when
invested by the escrow agent in direct obligations of the United States of America which
shall not be subject to redemption prior to their maturity other than at the option of the holder
thereof, will provide moneys which shall be sufficient (as evidenced by a verification report
of an independent certified public accountant or firm of accountants) to pay when due the
principal, prepayment premium, if any, and interest due and to become due on said Bonds
on or prior to the prepayment date or maturity date thereof.
Upon such payment or deposit with an escrow agent in the amount and manner provided in
this Section 19, the Bonds shall be deemed to be paid and shall no longer be deemed to be
Outstanding for the purposes of this Resolution and the covenants of the Village hereunder and all
liability of the Village with respect to said Bonds shall cease, terminate and be completely discharged
and extinguished and the holders thereof shall be entitled to payment solely out of the moneys or
securities so deposited with the escrow agent; provided, however, that (i) if any Bonds are to be
redeemed prior to the maturity thereof, notice of the redemption thereof shall have been duly given
in accordance with the provisions of Section 2 hereof and (ii) in the event that any Bonds are not by
their terms subject to redemption with the next succeeding sixty (60) days following a deposit of
moneys with the escrow agent in accordance with this Section, the Village shall have given the
escrow agent in form satisfactory to it irrevocable instructions to mail to the Owners of such Bonds
at their addresses as they appear on the registration books of the Village, a notice stating that a
deposit in accordance with this Section has been made with the escrow agent and that the Bonds are
deemed to have been paid in accordance with this Section and stating such maturity or redemption
date upon which moneys are to be available for the payment of the principal of, premium, if any, and
interest on said Bonds.
(b) Notwithstanding the foregoing, all references to the discharge and satisfaction of
Bonds shall include the discharge and satisfaction of any portion of the Bonds.
(c) If any portion of the moneys deposited with an escrow agent for the payment of the
principal of, redemption premium, if any, and interest on any portion of the Bonds is not required
for such purpose, the escrow agent shall transfer to the Village the amount of such excess and the
Village may use the amount of such excess free and clear of any trust, lien, security interest, pledge
or assignment securing said Bonds or otherwise existing under this Resolution.
(d) Notwithstanding any of the foregoing, the requirements of Section 12 and 14 hereof
relating to use and investment of proceeds and rebate amounts due to the United States pursuant to
{M1356046_2)
15
the Rebate Covenants shall survive the payment of principal and interest with respect to the Bonds
or any portion thereof.
SECTION 20. SALE OF BONDS. Based upon the uncertainty of the interest rate
environment if sale of the Bonds is delayed, the Village hereby determines the necessity for a
negotiated sale of the Bonds. The Village has been provided all applicable disclosure information
required by Section 218.385, Florida Statutes. The negotiated sale of the Bonds is hereby approved
to the Bank at a purchase price of par.
SECTION 21. AUTHORITY OF OFFICERS. The Mayor, the Vice Mayor, any member of
the Council, the Village Manager, the Village Clerk, the Finance Director and any other proper
official of the Village, are and each of them is hereby authorized and directed to execute and deliver
any and all documents and instruments and to do and cause to be done any and all acts and things
necessary or proper for carrying out the transaction contemplated by this Resolution and the other
documents identified herein.
SECTION 22. SEVERABILITY. In case any one or more of the provisions of this
Resolution or of any Bonds issued hereunder shall for any reason be held to be illegal or invalid,
such illegality or invalidity shall not affect any other provision of this Resolution or of the Bonds,
but this Resolution and the Bonds shall be construed and enforced as if such illegal or invalid
provision had not been contained therein. The Bonds are issued and this Resolution is adopted with
the intent that the laws of the State shall govern their construction.
SECTION 23. PAYMENTS DUE ON SATURDAYS. SUNDAYS AND HOLIDAYS. In
any case where the date of maturity of interest on or principal of the Bonds shall be a Saturday,
Sunday or a day on which the banks in the State are required, or authorized or not prohibited, by law
(including executive orders) to close and are closed, then payment of such interest or principal need
not be made by the Village on such date but may be made on the next succeeding business day on
which the banks in the State are open for business.
SECTION 24. OPEN MEETING FINDINGS. It is hereby found and determined that all
official acts of the Village Council concerning and relating to the adoption of this Resolution and
all prior resolutions affecting the Village Council's ability to issue the Bonds were taken in an open
meeting of the Village Council and that all deliberations of the Village Council or any of its
committees that resulted in such official acts were in meetings open to the public, in compliance with
all legal requirements, including Section 286.011, Florida Statutes.
SECTION 25. REPEALING CLAUSE. All resolutions or orders and parts thereof in conflict
herewith, to the extent of such conflicts, are hereby superseded and repealed.
SECTION 26. EFFECTIVE DATE. This Resolution shall take effect on July 15, 2005.
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PASSED AND ADOPTED this 14th day of June, 2005.
OCce-(4.1(/ (,:-%
MAYOR ROBERT OLDAKOWSKI
ATTEST:
INN°
HITA H. ALVAREZ, CMC, VILLAGE CLE
APPROVED AS TO LEGAL FORM AND SUFFICIEN
VILLAGE ATTORNEY
N1356046_2}
18
EXHIBIT "A"
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE
TRANSPORTATION TAX REVENUE BONDS
SERIES 2005
Registered Owner:
Principal Amount: The lesser of (i) $3,500,000 or (ii) the Advances made under the Resolution
(as hereinafter defined)
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 "Bank"), from the sources hereinafter mentioned, the Principal Amount
specified above or so much thereof as has been advanced and is outstanding. Subject to the rights
of prior prepayment and redemption described in the Bond, the Bond shall mature on July 1, 2025.
Payments due hereunder shall be made no later than 2:00 p.m. 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. 2005-10 duly adopted by the Village Council (the
"Council") of the Village on June 14, 2005 (the "Ordinance"), and Resolution No. 2005 -
adopted on June 14, 2005 (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 financing a portion of the costs of road improvements within the Village (Crandon Boulevard
Improvements --Phase II), financing architectural, engineering, environmental, legal and other
planning costs related thereto, 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 quarterly on the first day of each
January, April, July and October (the "Interest Payment Dates"), commencing October 1, 2005, at
an interest rate equal to 4.09% per annum.
{M1356046_2}
A-1
Interest on this Bond shall be computed on the basis of a 360 -day year based on twelve 30 -
day months.
Adjustment of Interest Rate For Full Taxability. In the event a Determination of Taxability
shall have occurred during the Initial Interest Rate Period, the rate of interest on the Bonds shall be
increased to a rate per annum equal to 6.30% (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 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.
Adjustment of Interest Rate for Partial Taxability. In the event that interest on the Bonds
during any period becomes partially taxable as a result of a Determination of Taxability applicable
to less than all of the Bonds, then the interest rate on the Bonds shall be increased during such period
by an amount equal to: (A -B) x C where:
(a) A equals the Taxable Rate (expressed as a percentage);
(b) B equals the interest rate on the Bonds (expressed as a percentage); and
(c) C equals the portion of the Bonds the interest on which has become taxable
as the result of such tax change (expressed as a decimal).
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.
{M1356046_2)
A-2
Adjustment of Interest Rate for Change in Maximum Corporate Tax Rate. In the event that
the maximum effective federal corporate tax rate (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.
Adjustment of Interest Rate for Other Changes Affecting 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 pubic 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 of a change described above or by reason of any action
or failure to act on the part of any 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. The
determination of the after-tax yield calculation shall be verified by a firm of certified public
accountants regularly employed by the Bank (or the current Owner of the Bonds) and acceptable to
the Village, and such calculation, in the absence of manifest error, shall be binding on the Village
and the Owners.
The principal of this Bond shall be subject to mandatory prepayment in quarterly installments
on each Interest Payment Date, commencing October 1, 2006 (each a "Scheduled Due Date"). The
schedule of principal and interest payments due on each Scheduled Due Date shall be determined
on June 30, 2006, after the last Advance (as defined in Section 10(e) of the Resolution) has been
made in accordance with Section 10(a) of the Resolution. The schedule shall be determined based
on a nineteen (19) year amortization schedule of substantially level payment of principal and interest,
with payments of principal and interest sufficient to fully amortize so much of the principal amount
of the Bonds as has been Advanced hereunder, with the final payment due and payable on July 1,
2025.
In the event that there is more than one Owner of the Bonds, (i) the Village shall determine
the amount of each Bond to be redeemed, 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 each Bond
to be redeemed.
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A-3
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 delivered on or prior to the date due to the
registered Owner or his legal representative at the address of the Owner as it appears on the
registration books of the Village.
This Bond is subject to optional prepayment upon thirty (30) days written notice to the
Owners of the Bonds, in whole or in part at any time, at the prepayment prices (expressed as a
percentage of the principal amount to be prepaid) set forth below, plus accrued interest to the date
of prepayment:
Prepayment Dates
(Dates Inclusive)
Prepayment
Prices
Date of Issuance through July 15, 2006
103%
July 16, 2006 through July 15, 2007
102%
July 16, 2007 through July 15, 2009
101%
July 16, 2009 and thereafter
100%
In the Resolution, the City has pledged, assigned and granted a security interest to the
Bondholders in the Transportation Tax Revenues to secure the principal of and interest on the Bonds.
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 TRANSPORTATION TAX REVENUES
OF THE VILLAGE AS PROVIDED IN THE RESOLUTION. THE ISSUANCE OF THIS BOND
SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE
TO LEVY OR TO PLEDGE ANY FORM OF AD VALOREM 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 AD
VALOREM 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
{M1356046_2)
A-4
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 $250,000 (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 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 purposes. All
such payments so made to any such Owner or upon his order shall be valid and effectual to
satisfy 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 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 and interest of which has been paid, either at or prior
to maturity, shall be delivered to the Village when such payment is made, and shall
thereupon be cancelled. In case part, but not all of an outstanding Bond shall be prepaid, such
Bond shall not be surrendered in exchange for a new Bond.
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 WITNESS 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, Florida or a facsimile thereof to be affixed hereto or imprinted or
reproduced hereon, all as of the day of , 2005.
VILLAGE OF KEY BISCAYNE, FLORIDA
Mayor
Village Clerk
(SEAL)
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A-5
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 irrevocably constitutes and appoints
(the "Transferee") as attorney to register the transfer of the within
Bond on the books kept for registration thereof, 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 -
(Cust.)
Custodian for
(Minor)
TEN ENT - as tenants by
the entirety
JT TEN - as joint tenants with
right of survivorship and
not as tenants in common
under Uniform Gifts to Minors
Act of
(State)
Additional abbreviations may also be used though not in the list above.
(M1356046_2}
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