HomeMy Public PortalAbout1991-02 Details of Indebtedness up to $100RESOLUTION NO.
RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA,
PROVIDING FOR INTEREST RATE, TERMS, MATURITY AND
OTHER DETAILS OF INDEBTEDNESS IN THE AMOUNT OF
UP TO $100,000 AS APPROVED BY ORDINANCE ADOPTED ON
OCTOBER 15, 1991; PROVIDING FOR EXECUTION OF CHECKS;
PROVIDING FOR SEVERABILITY AND EFFECTIVE DATE.
WHEREAS, pursuant to ordinance adopted on October 15, 1991,
under authority of Section 4.03(6) of the Charter of the Village of Key
Biscayne, the Board of Trustees approved borrowing funds in an amount not
to exceed $100,000 to serve as interim funds to pay for various municipal
expenses until such time as the Village begins to receive revenues from
various sources; and
WHEREAS, such ordinance provided in Section 2 thereof, that the
interest rate, terms, maturity and other details of such indebtedness are
subject to approval by the Board of Trustees by subsequent resolution; and
WHEREAS, on October 15, 1991, the Board of Trustees authorized
Key Biscayne Bank & Trust Company to provide certain interim banking
services to the Village; and
WHEREAS, the Board of Trustees desires to implement the
authorization to borrow money as provided by the above referenced ordinance
of October 15, 1991.
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE BOARD OF TRUSTEES OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, THAT:
Section 1. The attached term note by and between the Village of
Key Biscayne, Florida, and the Key Biscayne Bank & Trust Company, which
authorizes incurring indebtedness in an amount of up to $100,000 to pay for
various municipal expenses and services on an interim basis, is hereby
approved and the Mayor and Interim Village Clerk are hereby authorized, in
their respective capacities, to execute such note on behalf of the Village
of Key Biscayne.
Section 2. The Mayor, Vice Mayor, Interim Village Clerk and
Village Attorney are hereby authorized, empowered and directed to execute
and deliver such other documents and to take such other actions which
Sildll ue necessary ana appropriate to incur the inaeoteaness in accoraance
with law.
Section 3. The interest rate, terms, maturity and other details
of the above referenced indebtedness are as set forth in the attached term
note, and as follows:
A. Interest rate: The interest rate is a variable rate as set
forth in the note at the per annum rate of 2.25% below the
Wall Street Journal prime rate of interest as published from
time to time' Ott. AS p it E plc itd►l�t, t�
A m
i rnOF tea. p to me RATE
B. Term: The term of the note shall be for and shall not exceed
a twelve (12) month period.
C. Maturity: The outstanding principal shall be payable twelve
(1 2) months from the date of the note.
D. Other Details: Interest is payable monthly, with the
outstanding principal being due and payable twelve (12)
months from the date of the note. The note may be prepaid at
any time in whole or in part without premium or penalty upon
the giving of notice by the Village to the registered owner
at least two (2) business days prior to said anticipated date
of such prepayment. The note shall not be nor constitute a
general obligation of the Village nor shall it constitute a
pledge of the full faith and credit of the Village. The note
shall be repaid by the Village through taxes, fees, and other
revenues received by the Village which are lawfully available
for payment. The budget of the Village shall provide a line
item, if and as necessary, for payment of the interest and
principal of the note.
Section 4. All checks on Village bank accounts established to
hold funds received hereunder or otherwise shall be signed by the Mayor or
Vice -Mayor and the Interim Village Clerk. The Interim Village Clerk may
sign and issue checks for necessary expenses in an amount less than five
hundred ($500.00) dollars.
Section 5. This resolution shall be effective immediately from
and after adoption hereof.
PASSED AND ADOPTED by a (./ ,Q vote of the Board of Trustees
this day of QC`)1*.tZ, , 1991.
1
1i
RAFAEL � CONTE, MAYOR
\I
ATTEST:
INTERIM VILLAGE CLERK
APPROVED:
INTERIM VILLAGE ATTORNEY
No . 1 $100,000.00
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE, FLORIDA
TERM NOTE
KNOW ALL MEN BY THESE PRESENTS, that the Village of Key Biscayne,
Florida (the "Village"), a public body corporate and politic,
created and existing under and by virtue of the laws of the State
of Florida, for value received, hereby promises to pay to Key
Biscayne Bank and Trust Company, Key Biscayne, Florida, or to its
registered assigns or legal representatives (the "Registered
Owner"), the principal sum of
ONE HUNDRED THOUSAND DOLLARS ($100,000)
and to pay interest thereon from and including the date hereof
until this Note is fully paid or redeemed at the per annum rate of
2.25% below The Wall Street Journal Prime Rate of interest as
published from time to time.
Interest is payable monthly with the outstanding principal due and
payable twelve (12) months from date hereof. This Note may be
prepaid at any time in whole or in part without premium or penalty
upon the giving of notice by the Village to the Registered Owner at
least two (2) business days prior to said anticipated date of such
prepayment.
The fixed interest rate set forth herein is based on the assumption
that this Note is a "qualified tax exempt obligation" within the
meaning of Section 265 (b) (3) of the Internal Revenue Code of
1986. In the event that (i) the interest on this Note is ever
determined to be taxable for purposes of federal or state income
taxation, or (ii) any or all of the interest on this Note is deemed
to be includable in the gross income of the Registered Owner for
purposes of federal or state income taxation, or (iii) the
Registered Owner (if such owner is a bank) is unable to continue to
deduct 80% of the cost of interest payments incurred to purchase or
carry this Note, or (iv) the Registered Owner (if such owner is a
bank) is unable to deduct any other amounts as a result of
purchasing or carrying this Note, or (v) the federal or state
income tax rate applicable to the Registered Owner is reduced below
the tax rate provided in existing legislation, or (vi) the federal
alternative minimum tax to which the Registered Owner is subject is
increased, or (vii) the method of calculating the federal
alternative minimum tax is changed or any other amendment or change
of law, rule, or regulation occurs which has the effect of
decreasing the after-tax yield on this Note to the Registered
Owner, then, as of the effective date of any such event, the
interest rate on this Note shall be automatically increased to a
rate which will preserve the after-tax yield to the Registered
Owner at the same rate realized by the Registered Owner immediately
prior to such event, subject to the restriction that such interest
rate shall not exceed The Wall Street Journal Prime Rate of
interest. As soon as practicable after the occurrence of any such
rate increase, the Registered Owner shall notify the Village of
such increase and furnish the Village with a written statement
setting forth the basis and computation on which such increase is
based. The Registered Owner's computation shall be conclusive
unless patently erroneous. The Village shall promptly pay to the
Registered Owner any additional interest that may be due for
interest periods prior to notification of any such increase in
rate. This obligation shall survive payment of this Note.
This Note is issued to finance various municipal expenses until
such time as it begins to receive revenues from various sources,
pursuant to the authority of and in full compliance with the
Constitution of the State of Florida, Article 8, Section 2(b) of
the Constitution of the State of Florida, which grants to
municipalities such governmental, corporate and proprietary powers
as are necessary in order to enable them to conduct municipal
government, perform municipal functions, and render municipal
services; and Section 166.021 (4), Florida Statutes 1990, which
grants to municipalities all powers not expressly prohibited by the
Constitution, general or special law, or County Charter; and
Section 4.03 (6) of the Charter of the Village of Key Biscayne
which provides that the Village Board of Trustees may by ordinance
borrow money; as authorized by ordinance adopted on October 15,_
1991; and Resolution No. 91-0a adopted by the Village on
October 30, 1991 (the "Resolution"). This Note is subject to the
terms and conditions of the Resolution and capitalized terms not
otherwise defined herein shall have the same meanings as ascribed
to them in the Resolution.
This Note is payable in the manner and to the extent provided in
the Resolution. Reference is made to the Resolution for the
provisions, among others, relating to the terms, for this Note, the
rights and remedies of the Registered Owner and the extent and
limitation on the Village's rights, duties and obligations, to all
of which provisions the Registered Owner hereof assents by
acceptance hereof.
This Note shall constitute a revenue anticipation note. This Note
shall not be deemed to constitute a general obligation of the
Village nor shall it constitute a pledge of the faith and credit of
the Village. It shall be paid in accordance with the above
referenced Resolution and ordinance.
Notwithstanding anything to the contrary herein, the indebtedness
incurred hereunder shall be effective only to the extent that the
Village draws funds on the Line of Credit established hereunder in
-2-
an amount not to exceed One Hundred Thousand Dollars ($100,000.00).
Interest shall only accrue on the principal which is so drawn.
The Village does hereby covenant with the Registered Owner of this
Note that it will make no use of the proceeds of this Note which
would cause this Note to be treated as an "arbitrage bond" under
Section 148 of the Internal Revenue Code of 1986 and the
regulations prescribed and proposed thereunder; or take any other
action which would otherwise cause the interest on this Note to
become taxable to the Registered Owner hereof under federal law.
No officer, agent, employee or member of the Board of Trustees of
the Village shall be personally liable for any indebtedness
hereunder.
Notwithstanding any provisions to the contrary contained herein,
interest payable under this Note shall in no event exceed the
maximum rate allowed by applicable law from time to time.
It is hereby certified and recited that all acts, conditions and
things required to exist, to happen and to be performed precedent
to and in the issuance of this Note exist, have happened and have
been performed in regular and due form and time as required by the
laws and the Constitution of the State of Florida applicable
hereto, and that the issuance of this Note does not violate any
constitutional or statutory limitation or provision.
IN WITNESS WHEREOF, the Village of Key Biscayne, Florida has issued
this Note and has caused the same to be signed by the Mayor of the
Village and attested and countersigned by the Clerk of the Village,
with their manual signatures, and its corporate seal to be affixed
hereon, all as of the 3c day of October, 1991.
(SEAL)
Attest:
VILLAGE OF KEY BISCAYNE, FLORIDA
`'
BY: ,k;\
3
MAYOR