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HomeMy Public PortalAbout1993-57 Authorizing Issuance of Land Acquisition Revenue BondsRESOLUTION NO. 93-57 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AUTHORIZING THE ISSUANCE OF LAND ACQUISITION REVENUE BONDS, SERIES 1993, OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, IN THE AGGREGATE PRINCIPAL AMOUNT OF $9,200,000 FOR THE PURPOSE OF ACQUIRING AND IMPROVING THE TREE FARM PROPERTY; AWARDING THE SALE OF THE BONDS TO NORTHERN TRUST BANK OF FLORIDA; 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, the Village Council (the "Council") of the Village of Key Biscayne, Florida (the "Village") desires to authorize the issuance of land acquisition revenue bonds in an aggregate principal amount of Nine Million Two Hundred Thousand Dollars ($9,200,000) for the purpose of acquiring and improving certain undeveloped real property, commonly known as the "Tree Farm Property", located in the Village for Village purposes (the "Project"), and paying costs of issuance of the bonds; and WHEREAS, pursuant to an Ordinance passed and adopted on second reading on this day, Council has authorized bonds to be issued to finance the Project in an amount not to exceed $9,500,000 (the "Ordinance"), with the terms of the bonds to be determined by supplemental resolution; and WHEREAS, the Council hereby determines to accept a commitment (the "Commitment") from Northern Trust Bank of Florida, N.A. (the "Bank") to purchase such bonds; 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, land acquisition revenue bonds of the Village to be designated "Village of Key Biscayne, Florida, Land Acquisition Revenue Bonds, Series 1993" (the "Bonds"), are hereby authorized to be issued in an aggregate principal amount of Nine Million Two Hundred Thousand Dollars ($9,200,000) for the purpose of financing costs of the Project and paying costs of issuance of the Bonds. SECTION 2. TERMS OF THE BONDS. 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. The Bonds shall be dated the date of their issuance and delivery and shall be initially issued as one Bond in the denomination of $9,200,000. The Bonds shall mature on December 15, 2003. Except as otherwise provided herein, the Bonds shall bear interest on the outstanding principal balance from their date of issuance payable semi-annually on the fifteenth day of each June and December (the "Interest Payment Dates"), commencing June 15, 1994, at an interest rate equal to 4.36% per annum. Interest on the Bonds shall be computed on the basis of a 360 -day year consisting of twelve (12) thirty -day months. In the event that (i) the maximum effective federal corporate income tax rate (the "Maximum Corporate Tax Rate"), during any period with respect to which interest shall be accruing on the Bonds, shall be other than thirty-five percent (35%), or (ii) the percentage reduction to be applied to the amount of interest expense incurred or continued to purchase obligations the interest on which is exempt from tax (within the meaning of Section 291(e)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code")) allowed as a deduction to the Owners of the Bonds (the "Preference Reduction Rate") during any period with respect to which interest shall be accruing on the Bonds, shall be other than twenty percent (20%), the interest rate on the Bonds shall be adjusted as follows, effective as of the date of any such change: The interest rate on the Bonds shall be adjusted to the product obtained by multiplying the interest rate then in effect on the Bonds by a fraction, the numerator of which is equal to the sum of (i) the product of the "Fully Taxable Equivalent" times one minus the Maximum Corporate Tax Rate in effect as of the day of adjustment, plus (ii) the "TEFRA Adjustment" calculated using the Maximum Corporate Tax Rate and Preference Reduction Rate in effect as of the date of adjustment, and the denominator of which is equal to the sum of (i) the product of the "Fully Taxable Equivalent" times one minus the Maximum Corporate Tax Rate in effect immediately prior to the date of adjustment, plus (ii) the "TEFRA Adjustment" calculated using the Maximum Corporate Tax Rate and 2 Preference Reduction Rate in effect immediately prior to the date of adjustment. As used herein: (1) "TEFRA Adjustment" means an adjustment equal to the product of the following: Cost of Funds multiplied by the applicable Maximum Corporate Tax Rate multiplied by the applicable Preference Reduction Rate; (2) "Cost of Funds" means three percent (3%) per annum; and (3) "Fully Taxable Equivalent" means six and thirty-nine one hundredths percent (6.39%) per annum. The principal of the Bonds shall be payable in ten (10) annual installments on the following dates and in the following amounts: Payment Dates Amounts 12-15-94 $ 755,000 12-15-95 785,000 12-15-96 820,000 12-15-97 855,000 12-15-98 895,000 12-15-99 935,000 12-15-00 975,000 12-15-01 1,015,000 12-15-02 1,060,000 12-15-03 1,105,000 In the event that any payment of principal of or interest on the Bonds is not made at the time due hereunder, then such unpaid amount shall bear interest from its due date until paid at a rate equal to seventy-five percent (75%) of the then -applicable "Prime Rate" of the Bank, adjusted on each Interest Payment Date for changes in such "Prime Rate". The Bonds are subject to extraordinary mandatory prepayment in whole (i) at any time prior to June 15, 1994, in the event that the Village determines not to acquire the Project prior to such date, (ii) on June 15, 1994 in the event that the Project has not been acquired by the Village on or prior to such date, and (iii) in the event and on the date that the Project (if acquired by the Village) is sold by the Village while the Bonds are outstanding, each at a price of par plus accrued interest to the date of prepayment. The Bonds are subject to optional prepayment in whole or in part at any time, and if in part, in an aggregate principal amount of at least $100,000 and in inverse order of the maturity of principal installments or portions thereof, at a redemption price equal to par plus the applicable "Prepayment Loss Reimbursement", plus accrued interest thereon to the date of prepayment. 3 As used herein, "Prepayment Loss Reimbursement" means the greater of (a) zero or (b) the sum of (i) the present value of the remaining interest and principal payments due on the Bonds, discounted at the Treasury Rate plus 1.0% multiplied by one minus the Maximum Corporate Tax Rate in effect as of the day of prepayment plus the "TEFRA Adjustment" calculated using the Maximum Corporate Tax Rate and Preference Reduction Rate in effect as of the date of prepayment, less (ii) the remaining principal of such Bonds at par. As used herein, the "Treasury Rate" shall be determined by reference to the Federal Reserve Statistical Release H.15(519) which becomes publicly available at least two business days prior to the date as of which such determination is being made (or, if the Statistical Release is no longer published, any publicly available source of similar market data), and shall be the most recent weekly average yield on actively traded U.S. Treasury maturities adjusted to a constant maturity equal to the then Remaining Weighted Average Life to Retirement of the Bonds (the "Remaining Life"). If the Remaining Life is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one -twelfth of a percent) from the weekly average yields of the actively traded U.S. Treasury security with the duration closest to and greater than the Remaining Life of the Bonds, except that if the Remaining Life is less than one year, the weekly average yield of actively traded. U.S. Treasury securities adjusted to a constant maturity of one year shall be used. The Treasury Rate will be computed to one thousandth of a percentage point and then rounded to one hundredth of a percent point. As used herein, the "Weighted Average Life to Retirement" means as of the time of the determination thereof the number of years obtained by dividing the then Remaining Dollar -years of the Bonds by the then outstanding principal amount of the Bonds. "Remaining Dollar years" of Bonds means the amount obtained by (1) multiplying the amount of each then remaining principal installment including the final installment due at maturity, by the number of years (calculated to the nearest one -twelfth) which will elapse between the date as of which the calculation is made and the due date of that installment and (2) totaling all the products obtained in (1). Written notice of any such optional prepayment shall be given by the Village to the Owners of the Bonds at least five (5) days prior to the date fixed for prepayment. THE BONDS SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE OR A PLEDGE OF THE FAITH AND CREDIT OF THE 4 VILLAGE, BUT SHALL BE PAYABLE EXCLUSIVELY FROM THE PLEDGED REVENUES, AS DEFINED HEREIN. THE ISSUANCE OF THE BONDS SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF 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 TAXATION. SECTION 3. EXECUTION OF BONDS. The Bonds shall be signed in the name of the Village by the Mayor and the Village Clerk, and its seal shall be affixed thereto or imprinted or reproduced thereon. The signatures of the Mayor 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. No transfer or 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 5 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 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. 6 Any such duplicate Bonds issued pursuant to this section shall constitute original, additional 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 following tenor, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution. 7 UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE OF KEY BISCAYNE LAND ACQUISITION REVENUE BOND SERIES 1993 Registered Owner: Principal Amount: Dollars KNOW ALL MEN BY THESE PRESENTS, that the Village of Key Biscayne, Florida (the "Village"), for value received, hereby promises to pay in installments to the Registered Owner shown above, or registered assigns, on the dates set forth below, from the sources hereinafter mentioned, the Principal Amount specified above. Subject to the rights of prior prepayment and amortization described in this Bond, this Bond shall mature on December 15, 2003. 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. duly adopted by Village Council of the Village on 1993 (the "Ordinance") and Resolution No. duly adopted by the Village Council of the Village on , 1993 (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 acquiring and improving certain undeveloped real property in the Village for Village purposes and paying costs of issuance of the Bonds. Except as otherwise provided herein, this Bond shall bear interest on the outstanding principal balance from its date of issuance payable semi-annually on the fifteenth day of each June and December (the "Interest Payment Dates"), commencing June 15, 1994, at an interest rate equal to 4.36% per annum. Interest on this Bond shall be computed on the basis of a 360 -day year consisting of twelve (12) thirty -day months. In the event that (i) the maximum effective federal 8 corporate income tax rate (the "Maximum Corporate Tax Rate"), during any period with respect to which interest shall be accruing on the Bonds, shall be other than thirty-five percent (35%), or (ii) the percentage reduction to be applied to the amount of interest expense incurred or continued to purchase obligations the interest on which is exempt from tax (within the meaning of Section 291(e) (1) (B) of the Internal Revenue Code of 1986, as amended (the "Code")) allowed as a deduction to the Owners of the Bonds (the "Preference Reduction Rate") during any period with respect to which interest shall be accruing on the Bonds, shall be other than twenty percent (20%), the interest rate on the Bonds shall be adjusted as follows, effective as of the date of any such change: The interest rate on the Bonds shall be adjusted to the product obtained by multiplying the interest rate then in effect on the Bonds by a fraction, the numerator of which is equal to the sum of (i) the product of the "Fully Taxable Equivalent" times one minus the Maximum Corporate Tax Rate in effect as of the day of adjustment, plus (ii) the "TEFRA Adjustment" calculated using the Maximum Corporate Tax Rate and Preference Reduction Rate in effect as of the date of adjustment, and the denominator of which is equal to the sum of (i) the product of the "Fully Taxable Equivalent" times one minus the Maximum Corporate Tax Rate in effect immediately prior to the date of adjustment, plus (ii) the "TEFRA Adjustment" calculated using the Maximum Corporate Tax Rate and Preference Reduction Rate in effect immediately prior to the date of adjustment. As used herein: (1) "TEFRA Adjustment" means an adjustment equal to the product of the following: Cost of Funds multiplied by the applicable Maximum Corporate Tax Rate multiplied by the applicable Preference Reduction Rate; (2) "Cost of Funds" means three percent (3%) per annum; and (3) "Fully Taxable Equivalent" means six and thirty-nine one hundredths percent (6.39%) per annum. The principal of this Bond shall be payable in ten (10) annual installments on the following dates and in the following amounts: 9 Payment Dates 12-15-94 12-15-95 12-15-96 12-15-97 12-15-98 12-15-99 12-15-00 12-15-01 12-15-02 12-15-03 Amounts $ 755,000 785,000 820,000 855,000 895,000 935,000 975,000 1,015,000 1,060,000 1,105,000 In the event that any payment of principal of or interest on the Bonds is not made at the time due hereunder, then such unpaid amount shall bear interest from its due date until paid at a rate equal to seventy-five percent (75%) of the then -applicable "Prime Rate" of Northern Trust Bank of Florida, N.A., adjusted on each Interest Payment Date for changes in such "Prime Rate". 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 payable from and secured by a pledge and assignment of proceeds of the public service tax authorized by Part III, Chapter 166, Florida Statutes and received by the Village pursuant to Section 8.04 of the Charter of the Village, and any other revenues received by the Village which are intended to replace all or any portion of such taxes, such as emergency state or federal grants intended for such purpose (the "Pledged Revenues"). 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 PLEDGED REVENUES. 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 Bonds are subject to extraordinary mandatory prepayment in whole (i) at any time prior to June 15, 1994, in the event that the Village determines not to acquire the Project prior to such date, (ii) on June 15, 1994 in the event that the Project has not been acquired by the Village on or prior to such date, 10 and (iii) in the event and on the date that the Project (if acquired by the Village) is sold by the Village while the Bonds are outstanding, each at a price of par plus accrued interest to the date of prepayment. The Bonds are subject to optional prepayment in whole or in part at any time, and if in part, in an aggregate principal amount of at least $100,000 and in inverse order of the maturity of principal installments or portions thereof, at a redemption price equal to par plus the applicable "Prepayment Loss Reimbursement", plus accrued interest thereon to the date of prepayment. As used herein, "Prepayment Loss Reimbursement" means the greater of (a) zero or (b) the sum of (i) the present value of the remaining interest and principal payments due on the Bonds, discounted at the Treasury Rate plus 1.0% multiplied by one minus the Maximum Corporate Tax Rate in effect as of the day of prepayment plus the "TEFRA Adjustment" calculated using the Maximum Corporate Tax Rate and Preference Reduction Rate in effect as of the date of prepayment, less (ii) the remaining principal of such Bonds at par. As used herein, the "Treasury Rate" shall be determined by reference to the Federal Reserve Statistical Release H.15(519) which becomes publicly available at least two business days prior to the date as of which such determination is being made (or, if the Statistical Release is no longer published, any publicly available source of similar market data), and shall be the most recent weekly average yield on actively traded U.S. Treasury maturities adjusted to a constant maturity equal to the then Remaining Weighted Average Life to Retirement of the Bonds (the "Remaining Life"). If the Remaining Life is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one -twelfth of a percent) from the weekly average yields of the actively traded U.S. Treasury security with the duration closest to and greater than the Remaining Life of the Bonds, except that if the Remaining Life is less than one year, the weekly average yield of actively traded U.S. Treasury securities adjusted to a constant maturity of one year shall be used. The Treasury Rate will be computed to one thousandth of a percentage point and then rounded to one hundredth of a percent point. As used herein, the "Weighted Average Life to Retirement" means as of the time of the determination thereof the number of years obtained by dividing the then Remaining Dollar -years of the Bonds by the then outstanding principal amount of the Bonds. "Remaining Dollar years" of Bonds means the amount obtained by (1) multiplying the amount of each then remaining 11 principal installment including the final installment due at maturity, by the number of years (calculated to the nearest one -twelfth) which will elapse between the date as of which the calculation is made and the due date of that installment and (2) totaling all the products obtained in (1). Written notice of any such optional prepayment shall be given by the Village to the Owners of the Bonds at least five (5) days prior to the date fixed for prepayment. 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 $250,000. 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 15 days next preceding an interest payment date on such Bonds. 12 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 , 1993. VILLAGE OF KEY BISCAYNE, FLORIDA Mayor Village Clerk (SEAL) 13 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 Signature Guaranteed: Social Security Number of Assignee 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. 14 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 under Uniform Gifts to Minors the entirety Act of JT TEN - as joint tenants with right of survivorship and not as tenants in common (State) 1 • Additional abbreviations may also be used though not in the list above. 15 SECTION 7. PLEDGE OF REVENUES. (a) The Village hereby pledges, and to the extent permitted by law, assigns and grants a security interest to the Owners of the Bonds, in order to secure the payment of the principal of and interest on the Bonds, in the proceeds of the public service tax authorized by Part III, Chapter 166, Florida Statutes (the "Public Service Tax") and received by the Village pursuant to Section 8.04 of the Charter of the Village, and any other revenues received by the Village which are intended to replace all or any portion of such taxes, such as emergency state or federal grants intended for such purpose (the "Pledged Revenues"). The Village represents and warrants that there are no pledges or liens on the Pledged Revenues that are prior to or on a parity with the pledge and lien granted hereby to the Bondowners. The Village covenants that in any emergency situation involving a disruption or permanent loss of any portion of the Public Service Tax revenues, it will pursue all available sources to replace such revenues, such as emergency state or federal grants. (b) The Village covenants that for so long as the Bonds are outstanding it will not repeal or modify the provisions of Section 8.04 of its Charter or take any other action so as to reduce the rate at which the Public Service Tax is levied, or otherwise modify the provisions of Section 8.04 of its Charter or take any other action in any manner so as to impair or adversely affect the ability of the Village to levy and collect the Public Service Tax. (c) The Village covenants that it will not hereafter issue any other obligations payable from the Pledged Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge, on a parity with or having priority to, the lien held by the Owners of the Bonds upon the Pledged Revenues, or any part thereof. (d) The Village may issue obligations with a lien on the Pledged Revenues subordinate to the lien of the Bonds. However, any such obligations issued by the Village and payable from a subordinate lien on the Pledged Revenues shall contain an express statement that such obligations are junior and subordinate in all respects to the Bonds as to lien on and source and security for payment from the Pledged Revenues; provided that no such subordinated indebtedness may be issued if there has occurred and is continuing an Event of Default under this Resolution. SECTION 8. BOND FUND. There is hereby created a fund entitled "Village of Key Biscayne, Florida Land Acquisition Revenue Bonds, Series 1993 Bond Fund" (the "Bond Fund"). There shall be deposited into the Bond Fund on each Interest Payment 16 Date sufficient amounts of Pledged Revenues or other available revenues 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; (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 17 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. SECTION 10. APPLICATION OF BOND PROCEEDS. The proceeds received upon the sale of the Bonds shall be applied simultaneously with the delivery of the Bonds, as follows: 1. The Village shall first use the moneys to pay costs of issuance of the Bonds. 2. The remainder of the proceeds of the sale of the Bonds shall be deposited in the "Village of Key Biscayne, Land Acquisition Revenue Bonds, Series 1993 Project Fund" (the "Project Fund"), hereby created, and used only in connection with the Project. 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. Such funds 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. 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 18 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 in Sections 9 and 10 hereof, 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 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 Section 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) 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 1993 and neither the Village nor any such entities expect to issue tax-exempt obligations during calendar year 1993, other than (i) the Bonds and (ii) $350,000 drawn under a line of credit represented by a Term Note, dated September 7, 1993, payable to Key Biscayne Bank and Trust Company. 19 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 Land Acquisition Revenue Bonds, Series 1993, 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. The Village shall, within thirty (30) days of the end of each fiscal quarter of the Village, deliver to the Bondowners a report showing the amount of Pledged Revenues received by the Village during the preceding fiscal quarter of the Village. SECTION 16. COVENANTS BINDING ON VILLAGE AND SUCCESSOR. All covenants, stipulations, obligations and agreements of the Village contained in this Resolution 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 20 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 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 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 is proceeding diligently with action to correct such default; or (d) any proceeding shall be instituted with the consent of the Village 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 such proceedings shall not have been dismissed 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 21 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. 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: (a) by paying the principal of, redemption premium, if any, and interest on the Bonds when the same shall become due and payable; or (b) 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, redemption premium, if any, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof; or (c) 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, redemption premium, if any, and interest due and to become due on said 22 Bonds on or prior to the redemption 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 lien on and pledge of the Pledged Revenues 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 within 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. (d) Notwithstanding the foregoing all references to the discharge and satisfaction of Bonds shall include the discharge and satisfaction :f any portion of the Bonds. (e) 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. (f) Notwithstanding any of the foregoing, the requirements of Sections 12 and 14 hereof relating to use and investment of proceeds and rebate amounts due to the United States pursuant to the Rebate Covenants shall survive the payment of principal and interest with respect to the Bonds or any portion thereof. 23 SECTION 20. SALE OF BONDS. Based upon the need for immediate financing in order to acquire the Project within the period specified in the purchase contract with the seller of the land and 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, 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. 24 SECTION 26. EFFECTIVE DATE. This Resolution shall take effect immediately upon its passage and adoption. PASSED AND ADOPTED this 14th day of December, 1993. Attest: Village Clerk Mayo John F. Festa APPROVED AS TO LEC'AL FORM AND SUFFICIENCY. Village ttorney—1 M/540JDD/12-15-93 25