HomeMy Public PortalAbout2000-57 Authorizing the issuance of Capital Improvement Revenue Bonds, Series 2000, of the VKB in the aggregate principal amount of $10,000,000RESOLUTION NO. 2000-57
A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA, AUTHORIZING THE ISSUANCE OF CAPITAL
IMPROVEMENT REVENUE BONDS, SERIES 2000, OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, IN THE
AGGREGATE PRINCIPAL AMOUNT OF $10,000,000, FOR
THE PURPOSE OF FINANCING A PORTION OF THE
COSTS OF CONSTRUCTION OF A FIRE STATION, POLICE
STATION, COMMUNITY CENTER AND VILLAGE
ADMINISTRATIVE OFFICES, 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 FIRST
UNION NATIONAL 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 July 11, 2000, the Village Council (the "Council") of the Village of Key
Biscayne, Florida (the "Village") adopted Ordinance No. 2000-8 (the "Ordinance") authorizing the
issuance of not exceeding $10,000,000 Village of Key Biscayne, Florida Capital Improvement
Revenue Bonds, Series 2000 (the "Bonds"), for the purpose of financing a portion of the costs of
construction of a fire station, police station, community center and Village administrative offices,
financing architectural, engineering, environmental, legal and other planning costs related thereto,
and paying costs of issuance of the Bonds (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 First Union National 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 the Bond
Resolution and the Ordinance, capital improvement revenue bonds of the Village to be designated
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"Village of Key Biscayne, Florida Capital Improvement Revenue Bonds, Series 2000" (the
"Bonds"), are hereby authorized to be issued in an aggregate principal amount of $10,000,000 for
the purpose of financing a portion of the costs of construction of a fire station, police station,
community center and Village administrative offices, financing or reimbursing architectural,
engineering, environmental, legal and other planning costs related thereto, 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 $10,000,000. The Bonds shall mature on December 1, 2020.
Subject to adjustment as provided below, the Bonds shall bear interest on the outstanding
principal balance from their date of issuance payable semiannually on the first day of each June and
December (the "Interest Payment Dates"), commencing June 1, 2001, at an interest rate equal to
5.24% per annum.
Interest on the Bonds 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, the rate of interest on the Bonds shall be increased to a rate per annum equal to
8.06% (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
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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.
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
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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 the Bonds shall be subject to mandatory redemption in seventeen (17) annual
installments on each December 1, commencing December 1, 2004 (each a "Scheduled Due Date").
The amount of each such installment shall be as follows:
Principal
Year Installment Due
2004 $380,000
2005 400,000
2006 420,000
2007 440,000
2008 465,000
2009 490,000
2010 515,000
2011 540,000
2012 570,000
2013 600,000
2014 630,000
2015 665,000
2016 700,000
2017 735,000
2018 775,000
2019 815,000
2020 860,000
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.
The Bonds are subject to optional prepayment in whole or in part at any time on at a price
of par plus accrued interest to the date of prepayment, plus, in the case of any prepayment on or
before December 1, 2010, a premium equal to the "Prepayment Fee" described in Exhibit "A"
attached hereto, upon written notice to the Owners thereof given by the Village at least seven (7)
days prior to the date fixed for prepayment if there is only one Owner of the Bonds or at least thirty
(30) days prior to the date fixed for prepayment if there is more than one Owner of the Bonds.
Partial prepayments shall be applied to the maturities of principal installments in any order
determined by the Village. The final prepayment provisions are subject to such changes to Exhibit
"A" as the Village Manager, upon consultation with the Village Attorney, the Village's Financial
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Advisor and the Village's Bond Counsel, shall approve, with the execution of the Bonds by the
appropriate officers of the Village with such final prepayment provision set forth therein being
conclusive evidence of the approval by the Village Manager.
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 LEGALLY AVAILABLE NON -AD VALOREM
REVENUES OF THE VILLAGE, 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 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 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
exchange of any Bond shall be effective until entered on the registration books maintained by the
Village.
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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
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,
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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.
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No. R -
Registered Owner:
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE
CAPITAL IMPROVEMENT REVENUE BONDS
SERIES 2000
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 to the Registered Owner shown above, or
registered assigns (the "Bank"), from the sources hereinafter mentioned, the Principal Amount
specified above. Subject to the rights of prior prepayment and redemption described in the Bond, the
Bond shall mature on December 1, 2020.
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. 2000-8 duly adopted by the Village Council of the Village
on July 11, 2000 (the "Ordinance") and Resolution No. 2000- adopted on October 24, 2000
(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 construction of a fire station, police station, community center and Village administrative offices,
financing or reimbursing 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 semiannually on the first day of each June and
December (the "Interest Payment Dates"), commencing June 1, 2001, at an interest rate equal to
5.24% per annum.
Interest on this Bond shall be computed on the basis of a 360 -day year based on twelve 30 -
day months.
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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
8.06% (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.
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
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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 redemption in seventeen (17) annual
installments on each December 1, commencing December 1, 2004 (each a "Scheduled Due Date").
The amount of each such installment shall be as follows:
Principal
Year Installment Due
2004 $380,000
2005 400,000
2006 420,000
2007 440,000
2008 465,000
2009 490,000
2010 515,000
2011 540,000
2012 570,000
2013 600,000
2014 630,000
2015 665,000
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2016 700,000
2017 735,000
2018 775,000
2019 815,000
2020 860,000
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.
Attached hereto as Schedule I is a debt service schedule for the Bonds based upon the above
interest rate and principal payment schedule.
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 in whole or in part at any time at a price of par
plus accrued interest to the date of prepayment, plus a premium equal to the "Prepayment Fee"
described below, upon written notice to the Owners thereof given by the Village at least seven (7)
days prior to the date fixed for prepayment if there is only one Owner of the Bonds or at „least thirty
(30) days prior to the date of fixed for prepayment if there is more than one Owner of the Bonds.
Partial prepayments shall be applied to the maturities of principal installments in any order
determined by the Village.
[Insert Final Prepayment Provisions)
The Village has covenanted and agreed in the Bond Ordinance to appropriate in its annual
budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each
fiscal year, amounts sufficient to pay the principal and interest due on the Bonds in accordance with
their terms during such fiscal year. "Non -Ad Valorem Revenues" means all revenues of the Village
derived from any source other than ad valorem taxation on real or personal property which are
legally available to make the payments required under the Bond Ordinance, other than (i) Public
Service Taxes authorized by Part III, Chapter 166, Florida Statutes, and received by the Village
pursuant to Section 25-50 et seq. of the Village Code and (ii) Stormwater Utility Fees as defined by
Section 403.0893(3), Florida Statutes, and imposed pursuant to Ordinance No. 93-11 adopted by the
Village Council on June 22, 1993 (as amended by Ordinance No. 93-11-A); but only after provision
has been made by the Village for the payment of all essential or legally mandated services. Such
covenant and agreement on the part of the Village to budget and appropriate such amounts of Non -
Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -
Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such
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required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the
foregoing covenant of the Village, the Village does not covenant to maintain any services or
programs, now provided or maintained by the Village, which generate Non -Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of such
Non -Ad Valorem Revenues, nor does it preclude the Village from pledging in the future its Non -Ad
Valorem Revenues, nor does it require the Village to levy and collect any particular Non -Ad
Valorem Revenues, nor does it give the Bondholders a prior claim on the Non -Ad Valorem
Revenues as opposed to claims of general creditors of the Village. Such covenant to appropriate
Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a
pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the
payment of debt service on bonds and other debt instruments). However, the covenant to budget and
appropriate in its general annual budget for the purposes and in the manner stated in the Bond
Ordinance shall have the effect of making available in the manner described herein Non -Ad Valorem
Revenues and placing on the Village a positive duty to appropriate and budget, by amendment, if
necessary, amounts sufficient to meet its obligations under the Bond Ordinance, subject, however,
in all respects to the terms of the Bond Ordinance and the restrictions of Section 166.241(3), Florida
Statutes, which provides, in part, that the governing body of each municipality make appropriations
for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation
or other revenue sources; and subject, further, to the payment of services and programs which are
for essential public purposes affecting the health, welfare and safety of the inhabitants of the Village
or which are legally mandated by applicable law.
THIS BOND SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEI5NESS OF
THE VILLAGE OR A PLEDGE OF THE FAITH AND CREDIT OF THE VILLAGE, BUT SHALL
BE PAYABLE EXCLUSIVELY FROM LEGALLY AVAILABLE NON -AD VALOREM
REVENUES OF THE VILLAGE. THE ISSUANCE OF THIS BOND SHALL NOT DIRECTLY
OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO
PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THIS BOND
CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON
ANY PROPERTY OF THE VILLAGE, AND THE HOLDER OF THIS BOND SHALL HAVE NO
RECOURSE TO THE POWER OF TAXATION.
The original registered Owner, and each successive registered Owner of this Bond shall be
conclusively deemed to have agreed and consented to the following terms and conditions:
1. The Village shall keep books for the registration of Bonds and for the registration of
transfers of Bonds as provided in the Resolution. Bonds may be transferred or exchanged upon the
registration books kept by the Village, upon delivery to the Village, together with written instructions
as to the details of the transfer or exchange, of such Bonds in form satisfactory to the Village and
with guaranty of signatures satisfactory to the Village, along with the social security number or
federal employer identification number of any transferee and, if the transferee is a trust, the name and
social security or federal tax identification numbers of the settlor and beneficiaries of the trust, the
JDC/B.LEGISL/319335-2/013524.0005
Resolution
12
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 (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 , 2000.
VIT T.AG O KEY BISCAY3•TE, FLORIDA
JDC/B.LEGISL/319335-2/013524.0005
Resolution
13
Village Clerk
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 under Uniform Gifts to Minors
the entirety
JT TEN - as joint tenants with
right of survivorship and
not as tenants in common
Act of .
(State)
Additional abbreviations may also be used though not in the list above.
JDC/B.LBGISL/319335-2/013524.0005
Resolution
14
$10,000,000
Revised
10/10/2000
VILLAGE OF KEY BISCAYNE, FLORIDA
Lease Revenue Bond Financing, Series 2000 (Village Civic Center Project)
Semi -Annual Debt Service Schedule
5.2400%
13.2966
Average Life
Semi -Annual
Annual
Date
Rate
principal
Interest
Credit Spread
Risk Mamt.
Total D/S
Total D/S
31 -Oct -00
0.0000%
0.0000
31 -Oct -00
(Accrued)
0.00
0.00
0.00
0
01 -Jun -01
5.240%
0
310,033.33
0.00
0.00
310,033
01 -Dec -01
5.240%
0
262,000.00
0.00
0.00
262,000
572,033
01 -Jun -02
5.240%
0
262,000.00
0.00
0.00
262,000
01 -Dec -02
5.240%
0
262,000.00
0.00
0.00
262,000
524,000
01 -Jun -03
5.240%
0
262,000.00
0.00
0.00
262,000
01 -Dec -03
5.240%
0
262,000.00
0.00
0.00
262,000
524,000
01 -Jun -04
5.240%
0
262,000.00
0.00
0.00
262,000
01 -Dec -04
5.240%
380,000
262,000.00
0.00
0.00
642,000
904,000
01 -Jun -05
5.240%
0
252,044.00
0.00
0.00
252,044
01 -Dec -05
5.240%
400,000
252,044.00
0.00
0.00
652,044
904,088
01 -Jun -06
5.240%
0
241,564.00
0.00
0.00
241,564
01 -Dec -06
5.240%
420,000
241,564.00
0.00
0.00
661,564
903,128
01 -Jun -07
5.240%
0
230,560.00
0.00
0.00
230,560
01 -Dec -07
5.240%
440,000
230,560.00
0.00
0.00
670,560
901,120
01 -Jun -08
5.240%
0
219,032.00
0.00
0.00
219,032
01 -Dec -08
5.240%
465,000
219,032.00
0.00
0.00
684,032
903,064
01 -Jun -09
5.240%
0
206,849.00
0.00
0.00
206,849
01 -Dec -09
5.240%
490,000
206,849.00
0.00
0.00
696,849
903,698
01 -Jun -10
5.240%
0
194,011.00
0.00
0.00
194,011
01 -Dec -10
5.240%
515,000
194,011.00
0.00
0.00
709,011
903,022
01 -Jun -11
5.240%
0
180,518.00
0.00
0.00
180,518
01 -Dec -11
5.240%
540,000
180,518.00
0.00
0.00
720,518
-- 901,036
01 -Jun -12
5.240%
0
166,370.00
0.00
0.00
166,370
01 -Dec -12
5.240%
570,000
166,370.00
0.00
0.00
736,370
902,740
01 -Jun -13
5.240%
0
151,436.00
0.00
0.00
151,436
01 -Dec -13
5.240%
600,000
151,436.00
0.00
0.00
751,436
902,872
01 -Jun -14
5.240%
0
135,716.00
0.00
0.00
135,716
01 -Dec -14
5.240%
630,000
135,716.00
0.00
0.00
765,716
901,432
01 -Jun -15
5.240%
0
119,210.00
0.00
0.00
119,210
01 -Dec -15
5.240%
665,000
119,210.00
0.00
0.00
784,210
903,420
01 -Jun -16
5.240%
0
101,787.00
0.00
0.00
101,787
01 -Dec -16
5.240%
700,000
101,787.00
0.00
0.00
801,787
903,574
01 -Jun -17
5.240%
0
83,447.00
0.00
0.00
83,447
01 -Dec -17
5.240%
735,000
83,447.00
0.00
0.00
818,447
901,894
01 -Jun -18
5.240%
0
64,190.00
0.00
0.00
64,190
01 -Dec -18
5.240%
775,000
64,190.00
0.00
0.00
839,190
903,380
01 -Jun -19
5.240%
0
43,885.00
0.00
0.00
43,885
01 -Dec -19
5.240%
815,000
43,885.00
0.00
0.00
858,885
902,770
01 -Jun -20
5.240%
0
22,532.00
0.00
0.00
22,532
01 -Dec -20
5.240%
860,000
22,532.00
0.00
0.00
882,532
905,064
$10,000,000
$6,970,335
$0
$0
16,970,335
16,970,335
SCHEDULE I
SECTION 7. COVENANT TO BUDGET AND APPROPRIATE. The Village hereby
covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad
Valorem Revenues lawfully available in each fiscal year, amounts sufficient to pay the principal and
interest due on the Bonds in accordance with their terms during such fiscal year. "Non -Ad Valorem
Revenues" means all revenues of the Village derived from any source other than ad valorem taxation
on real or personal property and which are legally available to make the payments required under this
Resolution, other than (i) Public Service Taxes authorized by Part III, Chapter 166, Florida Statutes,
and received by the Village pursuant to Section 25-50 et seq. of the Village Code and (ii) Stormwater
Utility Fees as defined by Section 403.0893(3), Florida Statutes, and imposed pursuant to Ordinance
No. 93-11 adopted by the Village Council on June 22, 1993 (as amended by Ordinance No. 93-11-
A); but only after provision has been made by the Village for the payment of all essential or legally
mandated services. Such covenant and agreement on the part of the Village to budget and appropriate
such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall
continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient
to make all such required payments shall have been budgeted, appropriated and actually paid.
Notwithstanding the foregoing covenant of the Village, the Village does not covenant to maintain
any services or programs, now provided or maintained by the Village, which generate Non -Ad
Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of such
Non -Ad Valorem Revenues, nor does it preclude the Village from pledging in the future its Non -Ad
Valorem Revenues, nor does it require the Village to levy and collect any particular Non -Ad
Valorem Revenues, nor does it give the Bondholders a prior claim on the Non -Ad Valorem
Revenues as opposed to claims of general creditors of the Village. Such covenant to appropriate
Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a
pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the
payment of debt service on bonds and other debt instruments). However, the covenant to budget and
appropriate in its general annual budget for the purposes and in the manner stated herein shall have
the effect of making available in the manner described herein Non -Ad Valorem Revenues and
placing on the Village a positive duty to appropriate and budget, by amendment, if necessary,
amounts sufficient to meet its obligations under this Resolution, subject, however, in all respects to
the terms of this Resolution and the restrictions of Section 166.241(3), Florida Statutes, which
provides, in part, that the governing body of each municipality make appropriations for each fiscal
year which, in any one year, shall not exceed the amount to be received from taxation or other
revenue sources; and subject, further, to the payment of services and programs which are for
essential public purposes affecting the health, welfare and safety of the inhabitants of the Village or
which are legally mandated by applicable law.
SECTION 8. BOND FUND. There is hereby created a fund entitled "Village of Key
Biscayne, Florida Capital Improvement Revenue Bonds, Series 2000 Bond Fund" (the "Bond
Fund"). There shall be deposited into the Bond Fund on each Interest Payment Date sufficient
amounts of Non -Ad Valorem Revenues as specified in Section 7 hereof which, together with the
JDC/B.LEGISL/319335-2/013521.0005
Resolution
16
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 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.
JDC/B.LBGISL/319335-2/013521.0005
Resolution
17
SECTION 10. APPLICATION OF BOND PROCEEDS. The proceeds received upon the
sale of the Bonds shall be applied simultaneously with the delivery of the Bond 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 Capital Improvement Revenue Bonds, Series
2000 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. 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..
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.
JDC/B.LEGISL/319335-2/013521.0005
Resolution
18
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 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 2000 and neither the Village nor any such entities expect to issue
tax-exempt obligations during calendar year 2000.
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 Capital
Improvement Revenue Bonds, Series 2000 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 eamings 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.
JDC/B.LEGISL/319335-2/013524.0005
Resolution
19
SECTION 15. SPECIAL COVENANTS. 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 statements of the Village.
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
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
JDC/B.LSGISL/319335-2/013524.0005
Resolution
20
(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 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 Fee, if any, and interest on the Bonds
when the same shall become due and payable; or
(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, 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
(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
JDC/B.LBGISL/319335-2/013524.0005
Resolution
21
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 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 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
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
JDC/B.LEGISL/319335-2/013524.0005
Resolution
22
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 immediately upon its
passage and adoption.
PASSED AND ADOPTED this 24th day of October, 2000.
th% ,a/f/eAP
CONCHITA H. ALVAREZ, CMC, VILLAGE C
APPROVED AS TO LEGAL FORM AND SUFFICIE
RICHAI JAY WEISS, VILLAGE ATTORNEY
• 4' MAYOR JOE I. RASCO
JOC/B.LEGISL/319335-2/013524.0005
Resolution
23
EXHIBIT "A"
The Bonds are subject to prepayment in whole or in part at any time on at a price of par plus
accrued interest to the date of prepayment, plus, in the case of any prepayment on or before
December 1, 2010, a premium equal to the "Prepayment Fee" described below, upon written notice
to the Owners thereof given by the Village at least three (3) days prior to the date fixed for
prepayment. Partial prepayments shall be applied to the maturities of principal installments in any
order determined by the Village.
For each date on which a prepayment occurs ("Prepayment Date"), a Prepayment Fee shall
be due only if the rate under "A" below exceeds the rate under "B" below and shall be determined
as follows:
Prepayment Fee = the Present Value of ((A -B) x C), where:
A=
A rate per annum equal to the sum of (1) the bond equivalent yield (bid side)
of the U.S. Treasury security with a maturity closest to the Scheduled Due
Date(s) to be prepaid as reported by the Wall Street Journal (or other
published source) on October 10, 2000 ("Lock In Date"), plus (ii) the
corresponding swap spread of the Bank on the Lock In Date for a fixed rate
payor to pay the Bank the fixed rate side of an interest rate swap of that
maturity.
B = A rate per annum equal to the sum of (i) the bond equivalent yield (bid side)
of the U.S. Treasury security with a maturity closest to the Scheduled Due
Date(s) to be prepaid as reported by the Wall Street Journal (or other
published source) on the Prepayment Date, plus (ii) the corresponding swap
spread that the Bank determines another swap dealer would quote to the Bank
on the Prepayment Date for paying to the Bank the fixed rate side of an
interest rate swap of that maturity.
C = The sum of the products of (i) each Affected Principal Amount for each
Affected Principal Period, times (ii) the number of days in that Affected
Principal Period divided by 360.
"Affected Principal Amount" for an Affected Principal Period is the principal amount
of the Bonds so prepaid.
"Affected Principal Period" is each period from and including a Scheduled Due Date
to but excluding the next Scheduled Due Date, provided that the first such period
shall begin on and includes the Prepayment Date.
"Present Value" is determined as of the Prepayment Date using "B" above as the
discount rate.
JDC/B.LEGISL/319335-2/013524.0005
Resolution
Prepayment Fees are payable as liquidated damages, are a reasonable pre -estimate of the
losses, costs and expenses the Bank would incur for any prepayment, are not a penalty, will not
require claim for, or proof of, actual damages, and the Bank's determination thereof shall be
conclusive and binding in the absence of manifest error.
JDC/B.LEGISL/319335-2/013524.0005
Resolution
A-2
[BANK'S LETTER REGARDING DEFERRAL OF FIRST INTEREST PAYMENT]
October 31, 2000
Sam Kissinger, Village Manager
Village of Key Biscayne
85 West McIntyre Street, Suite 201
Key Biscayne, Florida 33149
Re: $10,000,000 Village of Key Biscayne, Florida
Capital Improvement Revenue Bonds, Series 2000
Dear Sam:
Notwithstanding the references in Resolution No. 2000-57, adopted by the Village Council
on October 24, 2000 (the "Bond Resolution") authorizing the above -captioned Bonds (the "Bonds")
to the first interest payment date being June 1, 2001, First Union National Bank (the "Bank"), as the
sole bondholder of the Bonds, hereby agrees that the Village may defer the first payment of interest
to December 1, 2001, without resulting in a default under either the Bond Resolution or the Bonds.
A copy of the final revised payment schedule reflecting such change and showing annual payments
on a fiscal year basis is attached hereto as Schedule I. This final revised payment schedule may be
reflected in the Bond delivered to the Bank on the Closing date.
Very truly yours,
FIRST UNION NATIONAL BANK
By:
JDC/B.CLOSE/321190/013524.0005
Paul Vincent, Vice President
$10,000,000
Revised
10/26/2000
VILLAGE OF KEY BISCAYNE, FLORIDA
Lease Revenue Bond Financing, Series 2000 (Village Civic Center Project)
Semi -Annual Debt Service Schedule
5.2400%,
13.2966
Average Life
Semi -Annual
Annual
Date
Rate
Princi•al
Interest
Credit Spread
_
Risk Momt.
Total D/S
Total D/S
31 -Oct -00
0.0000%
0.0000%
31 -Oct -00
(Accrued)
0.00
0.00
0.00
0
01 -Dec -01
5.240%
0
569,122.22
0.00
0.00
569,122
01 -Jun -02
5.240%
0
262,000.00
0.00
0.00
262,000
831,122
01 -Dec -02
5.240%
0
262,000.00
0.00
0.00
262,000
01 -Jun -03
5.240%
0
262,000.00
0.00
0.00
262,000
524,000
01 -Dec -03
5.240%
0
262,000.00
0.00
0.00
262,000
01 -Jun -04
5.240%
0
262,000.00
0.00
0.00
262,000
524,000
01 -Dec -04
5.240%
380,000
262,000.00
0.00
0.00
642,000
01 -Jun -05
5.240%
0
252,044.00
0.00
0.00
252,044
894,044
01 -Dec -05
5.240%
400,000
252,044.00
0.00
0.00
652,044
01 -Jun -06
5.240%
0
241,564.00
0.00
0.00
241,564
893,608
01 -Dec -06
5.240%
420,000
241,564.00
0.00
0.00
661,564
01 -Jun -07
5.240%
0
230,560.00
0.00
0.00
230,560
892,124
01 -Dec -07
5.240%
440,000
230,560.00
0.00
0.00
670,560
01 -Jun -08
5.240%
0
219,032.00
0.00
0.00
219,032
889,592
01 -Dec -08
5.240%
465,000
219,032.00
0.00
0.00
684,032
01 -Jun -09
5.240%
0
206,849.00
0.00
0.00
206,849
890,881
01 -Dec -09
5.240%
490,000
206,849.00
0.00
0.00
696,849
01 -Jun -10
5.240%
0
194,011.00
0.00
0.00
194,011
890,860
01 -Dec -10
5.240%
515,000
194,011.00
0.00
0.00
709,011
01 -Jun -11
5.240%
0
180,518.00
0.00
0.00
180,518
889,529
01 -Dec -11
5.240%
540,000
180,518.00
0.00
0.00
720,518
_
01 -Jun -12
5.240%
0
166,370.00
0.00
0.00
166,370
' 886,888
01 -Dec -12
5.240%
570,000
166,370.00
0.00
0.00
736,370
01 -Jun -13
5.240%
0
151,436.00
0.00
0.00
151,436
887,806
01 -Dec -13
5.240%
600,000
151,436.00
0.00
0.00
751,436
01 -Jun -14
5.240%
0
135,716.00
0.00
0.00
135,716
887,152
01 -Dec -14
5.240%
630,000
135,716.00
0.00
0.00
765,716
01 -Jun -15
5.240%
0
119,210.00
0.00
0.00
119,210
884,926
01 -Dec -15
5.240%
665,000
119,210.00
0.00
0.00
784,210
01 -Jun -16
5.240%
0
101,787.00
0.00
0.00
101,787
885,997
01 -Dec -16
5.240%
700,000
101,787.00
0.00
0.00
801,787
01 -Jun -17
5.240%
0
83,447.00
0.00
0.00
83,447
885,234
01 -Dec -17
5.240%
735,000
83,447.00
0.00
0.00
818,447
01 -Jun -18
5.240%
0
64,190.00
0.00
0.00
64,190
882,637
01 -Dec -18
5.240%
775,000
64,190.00
0.00
0.00
839,190
01 -Jun -19
5.240%
0
43,885.00
0.00
0.00
43,885
883,075
01 -Dec -19
5.240%
815,000
43,885.00
0.00
0.00
858,885
01 -Jun -20
5.240%
0
22,532.00
0.00
0.00
22,532
881,417
01 -Dec -20
5.240%
860,000
22,532.00
0.00
0.00
882,532
$10,000,000
$6,967,424
$0
$0
16,967,424
16,084,892