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HomeMy Public PortalAbout1992-48 Providing for terms of indebtedness in amount of $1,000,000RESOLUTION 92-48 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 $1,000,000 AS APPROVED BY ORDINANCE ADOPTED ON SEPTEMBER 1, 1992; PROVIDING FOR SEVERABILITY AND EFFECTIVE DATE. WHEREAS, pursuant to ordinance adopted on September 1, 1992, 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 $1,000,000 to pay for various municipal expenses; 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, the Board of Trustees desires to implement the authorization to borrow money as provided by the above referenced ordinance of September 1, 1992: NOW, THEREFORE BE IT 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 $1,000,000 to pay for various municipal expenses and services is hereby approved and the Mayor and 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, Village Clerk and to $1,000,000 to pay for various municipal expenses and services is hereby approved and the Mayor and 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, 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 shall be necessary and appropriate to incur the indebtedness in accordance 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, or as otherwise provided in the note for a maximum of the prime 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 (12) 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. This resolution shall be effective immediately from and after adoption hereof. PASSED AND ADO TED by a X4 / ier©f�� vote of the �� J� Board of r`t Trustees this /I day of /, 1992. RAFAELf . CONTE, MAYOR ATT T: V'llage Clerk APPROVED: No. 2 $1,000,000.00 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 MILLION DOLLARS ($1,000,000.00) 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 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 Gwner 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 emergency interim funds to pay for various municipal expenses created as a result of Hurricane Andrew 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 propriety 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 September 1, 1992, and Resolution No. 92- adopted by the Village on September , 1992 (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 an amount not to exceed One Million Dollars ($1,000,000.00). 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 otherwisecause 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 ant 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 10th day of September, 1992. (SEAL) Attest: By: 0 D o, %E Y ,\ 44, FLORIDA P J � — •— )R' /n 7 SCAr'NY VILLAGE OF KEY BISCAYNE, FLORIDA l -3- BY: MA OR r*EY 44 FLORIDA • Ay14'. 114