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HomeMy Public PortalAboutSeries 2000 - 10,000,000.tifADORNO 8c ZEDER A PROFESS ONAL ASSOC AT ON 260 SOUT BAYSHORE OR VE SUITE 600 MIAMI FLORIDA 33133 TELEPHONE (305) 858 5555 ACS MILE (305) 858 4777 www ado nocom JEFFREY D D CARLO December 15 2000 Mr Matt Tuchi First Union National Bank One First Union Center DC7 301 South College Street Charlotte North Carolina 28288 0612 Richard Jay Weiss Esq Weiss Serota Helfinan Pastonza & Guedes P A 2655 South Bayshore Dnve Suite 420 Miami Flonda 33133 WR TER 5 D RECT NO 305 860 7276 Sam Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Suite 201 Key Biscayne Flonda 33149 Mr Peter L Dame Rogers Towers Bailey et al 1301 Riverplace Boulevard Suite 1500 Jacksonville Flonda 32207 9000 Re $10 000 000 Village of Key Biscayne Flonda Capital Improvement Revenue Bonds Series 2000 Gentlemen Enclosed is a bound transcnpt for the captioned issue It was a pleasure working with you Very truly yours JDC/clm Enclosures 3➢C/ c/3 136 /0 352 0 OS Je ey D DeCarlo FORT LAUDERDALE WEST PALM BEACH DISTRIBUTION LIST $10,000,000 VILLAGE OF KEY BISCAYNE, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2000 1 BANK - Original MATT TUCHI First Union National Bank One First Umon Center DC7 301 South College Street Charlotte North Carohna 28288 0612 3 BOND COUNSEL, - Copy JEFFREYD DECARLO ESQ Adorno & Zeder P A 2601 South Bayshore Dnve Suite 1600 Miami Florida 33133 5 BANK'S COUNSEL Copy PETER L DAME Rogers Towers Bailey et al 1301 Rwerplace Boulevard Suite 1500 Jacksonville Flonda 32207 9000 .roc/B MISC/329?25/013524 0005 2 VILLAGE - Original and 1 copy SAM KISSINGER VILLAGE MANAGER Village of Key Biscayne 85 West McIntyre Street Suite 201 Key Biscayne Flonda 33149 4 VILLAGE'S COUNSEL, - Copy RICHARD JAY WEISS ESQ Weiss Serota Helfman Pastonza & Guedes P A 2655 South Bayshore Dnve Suite 420 Miami Flonda 33133 $10,000,000 VILLAGE OF KEY BISCAYNE, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2000 October 31, 2000 October 31 2000 $10,000,000 VILLAGE OF KEY BISCAYNE, FLORIDA Capital Improvement Revenue Bonds, Series 2000 CLOSING INDEX 1 Certified copy of Ordinance No 2000 8 authonzmg the issuance of the Bonds 2 Certified copy of Resolution No 2000 57 authonzmg the issuance of the Bonds 3 Certified copy of Ordinance No 97 1 ( Debt Cap Ordinance ) 4 Specimen of Bond 5 Copy of letter from First Limon National Bank (the Bank ) dated October 31 2000 disclosing the information required by the provisions of Section 218 385 Florida Statutes as amended 6 Copy of nonce to the Division of Bond Finance of the impending sale of the Bonds required by Section 218 38 Flonda Statutes as amended 7 Incumbency Certificate 8 Signature and No Litigation Certificate 9 Certificate of Purchaser 10 Arbitrage Certificate 11 IRS Form 8038 G 12 Certificate regarding Compliance with Debt Cap 13 Certificate of Village as to Computation of Interest Rate in Compliance with Section 215 84(3) Florida Statutes 14 Bank s Receipt for the Bonds 15 Opinion of Adorno & Zeder P A 16 Opuuon of Weiss Serota Hellman Pastonza & Guedes P A Village Attorney 17 Division of Bond Finance F01121 2003/2004 18 Letter from Bank regarding deferral of first interest payment J➢C/ C 6E/ 0604 / 3 2 00 fk VILLAGE OF KEY BISCAYNE Office of the Village Clerk Vllag C v n[ Joe 1 Rasco Mayo .a Martha Fdez Itoa Brou k. VI( May Scon Bass Alan H F n Mo m Fried Greg ry C Han Robcrt Oldakowslu Vilag Clerk Conch m H Alva ec CMC CERTIFICATION STATE OF FLORIDA COUNTY OF MIAMI DADE I Conchita H Alvarez duly appointed Village Clerk of the Village of Key Biscayne Ronda do hereby certify that the attached is a true and correct copy of Ordinance 2000 8 adopted by the Village Council on July 11, 2000 IN WITNESS WHEREOF I hereunto set my hand and affix the Seal of the Village of Key Biscayne Ronda, this 17th day of July 2000 l i H Alvarez CMC Village Clerk age of Key Biscayne Flonda 85 West McIntyre Street Key Biscayne Honda 33149 (305) 365-5506 Fax (305) 365-8914 1 I — V IR 0 AI 1 1 VI FR P df FRV I ORDINANCE NO 2000 8 AN ORDINANCE OF iHE VILLAGE OF KEY BISCAYNE, FLORIDA AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $10,000,000 OF CAPITAL IMPROVEMENT REVENUE BONDS OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, PROVIDING FOR A SUPPLEMENTAL RESOLUTION SETTING FORTH THE DETAILS OF SAID BONDS, AND PROVIDING AN EFFECTIVE DATE WHEREAS the Village Council (the Council ) of the Village of Key Biscayne Honda (the Village ) desires to authonze the issuance of not exceeding $10 000 000 Capital Improvement Revenue Bonds (the Bonds ) or bond anticipation notes (the Notes ) for the purpose of financing a portion of the costs of construction of a fire station police station community center and Village administraive offices financing architectural engineenng environmental legal and other planning costs related thereto and paying costs of issuance of the Bonds or Notes and WHEREAS the Council desires that the Bonds or Notes be secured by legally available non ad valorem revenues of he Village as further specified by subsequent resolution of the Council NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS 0 Section 1 In accordance with the provisions of the Charter of the Village of Key Biscayne Flonda and Chapter 166 Honda Statutes there are hereby authorized to be issued Capital Improvement Revenue Bonds (or Bond Anticipation Notes) of the Village in an aggregate pnncipal amount not to exceed $10 000 000 in one or more series for the purpose of financing a portion of the costs of constriction of a fire station police station community center and Village administrative offices financing architectural engrneenng environmental and other planning costs related thereto and paying costs of issuance of the Bonds or Notes If Bonds are issued they shall be designated Village of Key Biscayne Honda Capital Improvement Revenue Bonds (with appropriate senes designation) or such other designation as may be approved by supplemental resolution shall be dated such date shall be in such denominations shall be stated to mature in such year or years not later than twenty (20) years from their date of issuance shall bear interest from their dated date at a rate or rates not exceeding the maximum rate permitted by law at the time of issuance of the Bonds shall be subject to redemption at the option of the Village at such times and prices and shall have such other details all as shall hereafter be determined by the Council by supplemental resolution If Notes are issued, they shall be designated Village of Key Biscayne Honda Capital Improvement Revenue Bond Anticipation Notes (with appropriate senes designation) or such other designation as may be approved by supplemental resolution shall be dated such date shall be in such denominations shall be stated to mature in such year or years not later than three (3) years from their date of issuance (not including any renewals or extensions of the Notes) shall bear interest from their dated date at a rate or rates not exceeding the maximum rate permitted by law at the time of issuance of the Notes shall be subject to redemption at the option of the Village at such times and JOC/8 =IS /285490/09900 007 L pnces and shall have such other details all as shall hereafter be determined by the Council by supplemental resolution The supplemental resolution may be adopted, and the Bonds or Notes may be issued at any time after the effective date of this Ordinance Section 2 The Village Manager is hereby authonzed to negotiate with banks or other financial institutions for the purchase of the Bonds or Notes and with respect to the terms of the Bonds or Notes The Village Attorney Bond Counsel and the Financial Advisor to the Village are hereby authorized to draft docume nts and to do all other things necessary to accomplish the issuance and sale of the Bonds or Notes Section 3 This Ordinance will become effective immediately upon adoption on second reading PASSED AND ADOPTED on first reading this 6th day of June 2000 PASSED AND ADOPTED on second reading this 1 lth day of July 2000 Olar MAYOR JOE I RASCO APPROVED AS TO FORM AND LEGAL SUFFICIENCY CONCHTTA H ALVAREZ, CMC VILLAGE C RICHARD JAY WEISS VII J AGE ATTORNEY 0DC/3 165C/207924 2/13524 003 2 Office of the Village Clerk vlag C al Jo I Ras May Maaha Fd Le n Brou ek, V Mayor S a Bass Alan H Fein M cm F d Greg ry C Han Rob rr Oldak w kr Vllag Clerk C nch r H Alvarez CMC CERTIFICATION STATE OF FLORIDA COUNTY OF MIAMI DADE I Conchita H Alvarez duly appointed Village Clerk of the Village of Key Biscayne Honda do hereby certify that the attached is a true and correct copy of Resolution 2000 57 adopted by the Village Council on October 24, 2000 IN WITNESS WHEREOF I hereunto set my hand and affix the Seal of the Village of Key Biscayne Honda, this 27th day of October 2000 H Alvarez CMC erk of Key Biscayne Honda 85 West McIntyre Street Key Biscayne Florida 33149 (305) 365 5506 Fax (305) 365 8914 MISSION STATEMENT TO PROVIDE A SAFE QUALITY COWL BITE ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT RESOLUTION 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 Honda (the Village ) adopted Ordinance No 2000 8 (the Ordinance ) authonzmg the issuance of not exceeding $10 000 000 Village of Key Biscayne Florida Capital Improvement Revenue Bonds Senes 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 engmeenng 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 JDC/E LEG 5 /319335 2/013524 0005 Reso1 t Village of Key Biscayne Flonda Capital Improvement Revenue Bonds Senes 2000 (the Bonds) are hereby authonzed to be issued m 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 engineenng 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 m fully registered form without coupons The pnncipal of and interest on the Bonds shall be payable when due in lawful money of the United States of Amenca by wire transfer or by certified check delivered on or pnor 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 pnncipal 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 tet Adjustment of Interest Rate For Full Taxability In the event a Determination of Taxabihty 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 an -ears 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 (r) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other wntten notification which holds m 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 (n) 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 penod for appeal or (ui) the admission m wnting 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 JDC/R LEGISL/319335 2/013521 0005 Re lotion 2 4,0 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 dunng any penod 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 dunng such penod 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 appropnate 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") dunng 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 pnncipal 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 mterest 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 descnbed 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 wntten demand for such payment and the Village agrees to indemnify each SDC/B LBGISL/319335 2/013524 0005 B sot t on 3 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 (n) the Village shall give notice to each Owner of the Bonds at least three (3) days pnor 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 pnce 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 wntten 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 pnor 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 SOC/B LBGISL/319335 2/013524 0005 Be 1 4 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 VIII AGE 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 dehvered 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 authonzed 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 dehvery to the Village together with wntten 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 secunty number or federal employer identification number of any transferee and, if the transferee is a trust the name and social secunty 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 pnncipal amount and maturity and in denominations in integral multiples of $250 000 (except that an odd lot is permitted to complete the outstanding pnncipal balance) No transfer or exchange of any Bond shall be effective until entered on the registration books maintained by the Village ODG/ LEGISL/319335 2/013524 0005 es 1 5 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 pnncipal 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 remammg outstanding pnncipal of the Bonds upon the registration books The Bond so redesignated shall have the remaining pnncipal as provided on such registration books and shall be deemed to have been issued in the denomination of the outstanding pnncipal balance which shall be an authorized denomination 14, SECTION 5 BONDS MUTILAI'ED. 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 dehver 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 heu 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 prescnbe 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 ongmal additional contractual obligations of the Village whether or not the lost stolen or destroyed Bonds be at any time found by anyone and such duphcate Bonds shall be entitled to equal and proportionate benefits and nghts as to lien on and source and security for payment from the funds as hereinafter pledged SDC/R LRGIS /319335 2/013524 0005 Res 1 t on 6 to the extent as all other Bonds issued hereunder SEC HON 6 FORM OF BONDS The text of the Bonds shall be of substantially the following tenor with such omissions insertions and vanations as may be necessary and desirable and authonzed or permitted by this Resolution do, JDC/ RGISL/319335 3/013524 0005 Res 1 Con 7 No R $ UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE OF KEY BISCAYNE CAPITAL IMPROVEMENT REVENUE BONDS SERIES 2000 Registered Owner Principal Amount Dollars KNOW ALL MEN BY THESE PRESENTS that the Village of Key Biscayne Flonda (the Village ) for value received hereby pronuses to pay to the Registered Owner shown above or registered assigns (the Bank ) from the sources hereinafter mentioned, the Pnncipal Amount specified above Subject to the nghts of prior prepayment and redemption described in the Bond the Bond shall mature on December 1 2020 This Bond is issued under authonty of and m full compliance with the Constitution and laws of the State of Honda including particularly Part lI 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 commumty center and Village administrative offices financing or reimbursing architectural engmeenng 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 JCC/B LEGISL/319335 2/013524 0005 Re 1 t 8 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 appropnate 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 Taxabihty 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 Determnation of Taxability shall mean (i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other wntten 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 (u) 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 (ui) the admission in wnting 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 dunng any penod 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 dunng such penod 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 Taxabihty 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 Deterrmnation 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 JDC/e LEGSSL/319335 2/013526 0005 Re 1 t 9 penod 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 pnor to the date of adjustment Adjustment of Interest Rate for Other Changes Affecting After -Tax Yield So long as any portion of the pnncipal 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 descnbed 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 pnncipal 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 Pnncipal 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 JGC/B LRGZSL/319335 2/013524 0005 R lvt 10 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 (n) 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 pnncipal payment schedule The pnncipal of and interest on this Bond are payable in lawful money of the United States of Amenca 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 pnce of par plus accrued interest to the date of prepayment plus a premium equal to the Prepayment Fee described below upon wntten notice to the Owners thereof given by the Village at least seven (7) days pnor to the date fixed for prepayment if there is only one Owner of the Bonds or at Jeast 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 matunties of pnncipal installments in any order determined by the Village [Insert Final Prepayment Provisions] The Village has covenanted and agreed in the Bond Ordinance to appropnate m its annual budget, by amendment if necessary from Non -Ad Valorem Revenues lawfully available in each fiscal year amounts sufficient to pay the pnncipal and interest due on the Bonds in accordance with © their terms dunng 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 authonzed by Part III Chapter 166 Flonda Statutes and received by the Village pursuant to Section 25-50 et seq of the Village Code and (u) Stormwater Utility Fees as defined by Section 403 0893(3) Flonda 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 JDC/ a /319335 2/013524 0005 Reao1 t 11 required payments shall have been budgeted, appropnated and actually paid Notwithstanding the foregoing covenant of the Village the Village does not covenant to maintain any services or programs now provided or mamtamed by the Village which generate Non Ad Valorem Revenues Such covenant to budget and appropnate does not create any hen 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 pnor claim on the Non Ad Valorem Revenues as opposed to claims of general creditors of the Village Such covenant to appropnate 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 (mcluding the payment of debt service on bonds and other debt instruments) However the covenant to budget and appropnate in its general annual budget for the purposes and in the manner stated in the Bond Ordinance shall have the effect of making available m the manner descnbed herein Non Ad Valorem Revenues and placing on the Village a positive duty to appropnate 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) Honda 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 pubhc 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 DFFMED TO CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE OR A PLEDGE OF THE FAITH AND CREDIT OF THE VII T AGE BUT SHALL BE PAYABLE EXCLUSIVELY FROM LEGALLY AVAILABLE NON AD VALOREM REVENUES OF THE VILLAGE THE ISSUANCE OF THIS BOND SHALL NOT DIRECILY 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 TIPN 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 wntten 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 secunty or federal tax identification numbers of the settlor and beneficiaries of the trust the SDC/B LBGISL/319335 2/013524 0005 R 1 i 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 pnncipal 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 pnvilege of exchanging Bonds or transfemng 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 pnor to matunt) shall be delivered to the Village when such payment is made and shall thereupon be 0 cancelled In case part but not all of an outstanding Bond shall be prepaid such Bond than 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 Honda applicable thereto IN WITNESS WHEREOF the Village of Key Biscayne Honda 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 Honda or a facsimile thereof to be affixed hereto or impnnted or reproduced hereon all as of the _ day of 2000 JDC/R LSGZ5L/319335 2/013524 0005 Reaolu von 13 Village Clerk ASSIGNMENT 0 FOR VALUE RECEIVED the undersigned (the `Transferor') hereby sells assigns and transfers unto (Please insert name and Social Secunty or Federal Employer identification number of assignee) the within Bond and all nghts 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 NOTICE Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company Social Secunty Number of Assignee 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 Secunty or Federal Employer Identification Number of the Transferee is supphed The following abbreviations when used in the inscnption on the face of the within Bond shall be construed as though they were wntten 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 (State) JT TEN as joint tenants with nght of survivorship and not as tenants in common Additional abbreviations may also be used though not in the list above J0C/ BO /319335 2/013524 0005 Re lot on 14 $10 000 000 Revised 10/10/2000 VILLAGE OF KEY BISCAYNE FLORIDA Lease Revenue Bond Financing Senes 2000 (Village Civic Center Project) Semi Annual Debt Service Schedule 5 2400 / 13 2966 Average Lie Semi Annual Annual Date Rate Principal Interest Credit Spread Risk Mgmt Total D/S Total D/S 31 Oct -00 0 0000 0 00009' 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 00 000 0 00 262 000 572 033 01 Jun -02 5 240 / 0 262 000 00 000 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 00 000 0 00 642 000 904 000 01 Jun -05 5 240 / 0 252 044 00 0 00 000 252 044 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 00 000 661 564 903 128 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 00 000 000 180518 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 00 000 000 135716 01 Dec -14 5 240/ 630 000 135 716 00 0 00 0 00 765 716 901 432 01 -Jun 15 5 240 / 0 119,21000 000 000 119210 01 Dec -15 5 240/ 665 000 119 21000 000 0 00 784 210 903 420 01 Jun 16 5 240 / 0 101 787 00 000 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 83447 00 000 0 00 83 447 01 Dec -17 5 240/ 735 000 83 447 00 0 00 000 818 447 901 894 01 Jun -18 5 240% 0 64 190 00 000 000 64 190 01 Dec -18 5 240 / 775 000 64 190 00 0 00 000 839 190 903 380 01 Jun 19 5 240 / 0 43 885 00 0 00 000 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 00 000 0 00 22 532 01 Dec 20 5 240/ 860 000 22 532 00 000 000 882 532 905 064 $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 appropnate m its annual budget by amendment if necessary from Non Ad Valorem Revenues lawfully available in each fiscal year amounts sufficient to pay the pnncipal 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 denved 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) Pubhc Service Taxes authonzed by Part III Chapter 166 Honda Statutes and received by the Village pursuant to Section 25 50 et seq of the Village Code and (n) Stormwater Utility Fees as defined by Section 403 0893(3) Honda 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 appropnate 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 hen 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 appropnate 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 appropnate 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 appropnate 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 municipahty 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 Flonda Capital Improvement Revenue Bonds Senes 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 MC/ EGIS /319335 2/013524 0005 Reeo1 lion 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 pnncipal of and interest on the Bonds coming due on each such date SE(: LION 9 INVESTMENT OF BOND FUND Subject to Section 12 hereof funds in the Bond Fund may be invested in the following investments matunng at or before the time such funds may be needed to pay pnncipal of or interest on Bonds to the extent such investments are legal for investment of municipal funds ( Authonzed Investments ) (a) The Local Government Surplus Funds Trust Fund (b) Negotiable direct obligations of or obligations the pnncipal of and interest on which are unconditionally guaranteed by the United States Government at the then prevaihng market pnce for such securities (c) Interest beanng time deposits or savings accounts in banks organized under the laws of the State of Honda (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 prescnbed 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 distnct banks or obligations guaranteed by the Government National Mortgage Association (e) Obligations of the Federal National Mortgage Association mcludmg Federal National Mortgage Association participation certificates and mortgage pass -through certificates guaranteed by the Federal National Mortgage Association (f) Secunties 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 portfoho 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 wnting JOC/E LEG 5 /319335 2/013524 0005 Re olut 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 Senes 2000 Project Fund (the Project Fund ) hereby created and used only m 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 apphed 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 hen of the Owners of the Bonds for the payment of the pnncipal of and interest on the Bonds The registered Owners shall have no responsibihty for the use of the proceeds of the Bonds and the use of such Bond proceeds by the Village shall m no way affect the nghts 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 pnncipal 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 estabhshed 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 authonzed to be secured by the laws of the State of Flonda 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 pnonties for application of such revenues and assets 0DC/ 1E0ISL/319335 2/013524 0005 1 t n 18 SECI'ION 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 pnvate 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 SEC 1'lON 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 obhgations dunng calendar year 2000 and neither the Village nor any such entities expect to issue tax-exempt obligations dunng calendar year 2000 SECTION 14 ARBf1RAGE 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 Senes 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 Amenca 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 denved therefrom shall be excluded from the pledge and hen 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 (u) compliance with some other requirement is necessary to maintain the federal income tax exemption of interest on the Bonds SEC/ LEG SL/319335 2/013524 0005 Re 1 t 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 SEC I'ION 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 authonzed 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 habilities 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 pnncipal 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 requinng 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 dingently with action to correct such default or 00C/ LEG /319335 2/01352( 0005 Res 1 tie 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 pnncipal of and interest on the Bonds then outstanding No delay or omission to exercise any nght or power accruing upon any default or event of default shall impair any such nght or power or shall be construed to be waiver of any such default or event of default or acquiescence therein and every such nght 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 nghts 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 (n) 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 pnncipal redemption premium if any and interest due and to become due on said Bonds on or pnor to the redemption date or maturity date thereof or (ni) 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 Amenca which shall not be subject to redemption pnor to their matunty other than at the option of the holder thereof will provide moneys which shall be sufficient (as evidenced by a venfication report JDC/ LSGISL/319335 2/013524 0005 R sol t 21 of an independent certified public accountant or firm of accountants) to pay when due the pnncipal redemption premium if any and interest due and to become due on said Bonds on or pnor to the redemption date or matunty 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 habihty 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 secunties so deposited with the escrow agent provided however that (i) if any Bonds are to be redeemed pnor to the maturity thereof notice of the redemption thereof shall have been duly given in accordance with the provisions of Section 2 hereof and (n) 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 matunty or redemption date upon which moneys are to be available for the payment of the pnncipal 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 secunty 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 pnncipal 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 Flonda Statutes The negotiated sale of the Bonds is hereby approved to the Bank at a purchase pnce 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 SOC/R LEGIS /319335 2/013524 0005 Resolu 22 official of the Village are and each of them is hereby authonzed and directed to execute and dehver any and all documents and instruments and to do and cause to be done any and all acts and thmgs necessary or proper for carrying out the transaction contemplated by this Resolution and the other documents identified herem 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 matunty of interest on or pnncipal of the Bonds shall be a Saturday Sunday or a day on which the banks in the State are required, or authonzed 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 pnor 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 Honda 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 passage and adoption DATE This Resolution shall take effect immediately upon its PASSED AND ADOPTED this 24th day of October 2000 af/adia/fev- CONCHITA 11 ALVAREZ CMC VILLAGE APPROVED AS TO LEGAL FORM AND SUFFICIE RICHARD JAY WEISS WTI AGE ATTORNEY MAYOR JOE I RASCO ounl JEC/B LRGIS /319335 2/013524 0005 R 1 t 23 EXHIBIT "A" The Bonds are subject to prepayment in whole or in part at any time on at a pnce 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 pnor to the date fixed for prepayment Partial prepayments shall be applied to the matunties of pnncipal 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 matunty closest to the Scheduled Due Date(s) to be prepaid as reported by the Wall Street Journal (or other pubhshed source) on October 10 2000 ( Lock In Date ) >l lus (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 matunty c 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 matunty closest to the Scheduled Due Date(s) to be prepaid as reported by the Wall Street Journal (or other pubhshed source) on the Prepayment Date plus (n) 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 Pnncipal Amount for each Affected Pnncipal Penod times (ii) the number of days in that Affected Pnncipal Penod divided by 360 Affected Pnncipal Amount for an Affected Principal Penod is the pnncipal 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 penod shall begin on and includes the Prepayment Date Present Value is determined as of the Prepayment Date using B above as the discount rate .90C/ LEGtSL/319335 2/013524 0005 Resol t on 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 bmdmg m the absence of manifest error atli JDC/ LEG 5 /319335 2/013524 0005 R 1 on A2 Office of the Village Clerk V Hag C al Jo I Rasco May Marsha Fde Le n B ek V May Scow B Alan H F in M am F d G ryC Han Rob r Oldak w lu V lag Cle k C nthira H Alvar CMC CERTIFICATION STATE OF FLORIDA COUNTY OF MIAMI DADE I Conchita H Alvarez duly appointed Village Clerk of the Village of Key Biscayne Florida do hereby certify that the attached is a true and correct copy of Ordmance 97 1 adopted by the Village Council on January 16, 1997 IN WITNESS WHEREOF I hereunto set my hand and affix the Seal of the Village of Key Biscayne Flonda this 27th day of October 2000 P$ isaae H Alvarez CMC lerk of Key Biscayne Florida 85 West McIntyre Street Key Biscayne Florida 33149 (305) 365 5506 Fax (305) 365 8914 MISSION STATEMENT TO PROVIDE A SAFE QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONS BLE GOVERNMENT ORDINANCE NO 97-1 AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE FLORIDA AMENDING CHAPTER 25 OF THE VILLAGE CODE "TAXATION" PROVIDING DEFINITIONS PROVIDING LIMITS ON LONG TERM DEBT OF THE VILLAGE PROVIDING LIMITS ON RESERVE FUNDS REQUIRING SURPLUS FUNDS TO BE USED EITHER TO REDUCE DEBT OR TAXES PROVIDING THAT LONG TERM DEBT LIMITS MAY BE EXCEEDED WITH VOTER APPROVAL PROVIDING FOR SEVERABILITY INCLUSION IN THE CODE AND AN EFFECTIVE DATE WHEREAS on April 9 1996 the Financial Policy Committee was established for the purpose of reviewing all aspects of the proposed Charter Amendments as well as the Village s existing financial policies and LTAIEREAS on June 18 1996 a report was issued by the Financial Policy Committee which contained a series of recommendations, and WHEREAS this Council wants to formally adopt those recommendations and to make them part of the Code of the Village of Key Biscayne NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA as follows Section 1 That Chapter 25 of the Village Code is hereby amended to read as follows 1 Sec 25-1 Definitions (a) Debt Any financial obligation of the Village which is not required to be repaid within one year of its incurrence, excluding Debt payable from an Enterprise Fund If a financial obligation is payable from an Enterprise Fund and from other sources, that portion payable from the Enterprise Fund shall not be included in the calculation of Debt 1/ Underlined text has been added C"' c (b) Enterprise Fund A fund established to account for operations which are financed and operated in an independent and self-liquidating manner, including depreciation To constitute an Enterprise Fund, the expense of providing goods or services to the public on a continuing basis must be financed or recovered entirely through user fees and charges Sec 25-2 Limits on Debt The total principal of Debt of the Village shall be limited to the greater of the following (a) 1- of the total assessed value of all property within the Village, as certified to the Village by the Dade County Property Appraiser, for the current fiscal year, or 0 c (b) That amount which would require annual principal and interest payments on Debt during any fiscal year to exceed 15 - of general fund expenditures for the previous full fiscal year Sec 25-3 Reserve Funds To provide for emergencies, the Village shall maintain non -restricted reserve funds in an amount not less than $2,000,000 or in an amount greater than $2,000,000 but not greater than 20,- of general fund expenditures for the previous full fiscal year Sec 25-4 Surplus Funds Surplus funds in the general fund at the end of each fiscal year not placed by the Council in a restricted reserve fund shall be used either to reduce Debt or to reduce taxes in the next fiscal year The allocation of surplus funds between restricted reserve funds, Debt reduction and tax reduction shall be at the discretion of the Village Council Sec 25-5 Policy Exceptions The Debt limits established by Sec 25-2 may not be exceeded by the Village unless and until approved by a maiority of the qualified electors of the Village voting in a referendum election Section 2 Severability The provisions of this Ordinance are declared to be severable and if any section sentence clause or phrase of this Ordinance shall for any reason be held to be 2 invalid or unconstitutional such decision shall not affect the validity of the remaining sections sentences, clauses and phrases of this Ordinance but they shall remain in effect it being the legislative intent that this Ordinance shall stand notwithstanding the invalidity of any part Section 3 Inclusion in the Code It is the intention of the Village Council and it is hereby ordained that the provisions of this Ordinance shall become and made a part of the Code of Key Biscayne Florida that the sections of this Ordinance may be renumbered or relettered to accomplish such intentions and that the word "Ordinance" shall be changed to "Section" or other appropriate word Section 4 Effective Date Section 25-1 25-2, 25-4 and 25-5 of this Ordinance shall be effective upon adoption on second reading Section 25-3 shall be effective October 1 2001 PASSED AND ADOPTED on first reading this 10th day of December 1996 PASSED AND ADOPTED on second reading this 16th day of 10, January 1997 %JOHN FESTA MAYOR VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY 7 RI •'D JAY WEISS VILLAGE ATTORNEY 1030011ordinance\L T Debt 12 r No R 1 0,000,000 UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE OF KEY BISCAYNE CAPITAL IMPROVEMENT REVENUE BON SERIES 2000 Registered Owner FIRST UNION NATIONAL B Pnncipal Amount TEN MILLION DOLL KNOW ALL MEN BY THESE PRESENT at the Village of Key Biscayne Florida (the Village ) for value received eby promises to pay to the Registered Owner shown above or registered assigns (the Bank) am the sources h remafter mentioned the Principal Amount specified above Subject to the ngh of prior prepaym t and redemption described in the Bond the Bond shall mature on December 1 020 This Bond is issue. der auth ty of an full compliance with the Constitution and laws of the State of Flonda inc a dmg partic ly P II of Chapter 166 Flonda Statutes as amended the Charter of the Village • rdmance No 2 8 duly adopted by the Village Council of the Village on July 11 2000 (the O ' manse and Resolution No 2000 57 adopted on October 24 2000 (the Resolution and colle. ively 3 the Ordinance the Bond Ordmance ) and is subject to the terms of said : F : d Ordin Bond is : ed for the purpose of fmancmg a portion of the costs of construe on of . re stab\ p. ice stab %% community center and Village administrative offices financi _ or reimb +mg arch i al e neenng environmental legal and other planning costs relate hereto and . ' ying costs o ;< e of the Bonds This Bond shall be payable only from the so f -s identified .+ em S t t. adjustment as provided below this Bond shall bear interest on the outstanding pnncipal ba ksNfrom its date of issuance payable semiannually on the first day of each June and December (the iti ,; t Payment Dates ) Commencing December 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 mo In the event a Determination of Taxability shall have occurre M , e rate of interest on the Bonds shall be increased to a rate per annum equal to 8 06% (the `Taxab Rate ) effective retroactively to the date on which the interest payable on the J➢C/B CLOSE/ / 15: O5 Bonds is includable for federal income tax purposes in the gross income of the Owners the eof -Mt , addition the Owners of the Bonds or any former Owners of the Bonds as appropnate shall be paid an amount equal to anyadditions to tax interest and penalties and any arrears rn 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 followmg the Determination of Taxability A Determination of Taxability shall mean (i) the issuance by the __ hitemal Revenue Service of a statutory notice of deficiency or other wntten notification which holds rn 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 (n) 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 penod for appeal or (ui) the admission in wnting by the Village to the effect that interest on Bonds is includable for federal income tax purposes m 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 dunng any penod becomes partially taxable as a result of a Determination of Taxability applicable to less than all of the Bonds then the mterest rate on the Bonds shall be increased during such penod - 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 appropnate s 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 they Bonds as a result -of such Determmation 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 ofTaxabrhty Astjuctmen of In r Rat for t hange m Maximum Co borate Tax Rate In the event that the maximum effective federal corporate tax rate (the Maximum Corporate Tax Rate') during any — penod 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 mterest on a tax- exemptbasis shall be adjusted to the product obtained by multiplying the interest rate then in effect J00/ CLOSE/3 0502/ 35 0005 2 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 aj 'd Adjustment of Interest Rate for Other Changes Affecting After Tax Yield So long as any portion of the principal amount of the Bonds or mterest 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 (otherthan by reason of a change descnbed above) to the Owners or any former Owners of the Bonds mcluding 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 mcome 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 wntten demand for such payment and the Village agrees to mdennnfy 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 m the absence of manifest error shall be bmdmg 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 .NC/B CLO 5/320502/01352 0 05 Prmcipal year installment Dne 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 3 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 (n) the Village shall give notice to each Owner of the Bonds at least three (3) days pnor to the date of mandatory redemption of the amount of each Bond to be redeemed Attached hereto as Schedule T is a debt service schedule for the Bonds based upon the above interest rate and pnncipal payment schedule The pnncipal of and interest on this Bond are payable in lawful money of the4Jmted States of Amenca by wire transfer or by certified check delivered on or pnor 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 pnce of par plus accrued interest to the date of prepayment plus a premium equal to the Prepayment, Fee descnbed below upon wntten notice to the Owners thereof given by the Village at least seven (7) days pnor to the date fixed for prepayment if there is only one Owner of the Bonds or at least thirty (30) days pnor 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 pnncipal installments in any order determined by the Village The Bonds are subject to prepayment m whole or in part at any time on at a pnce 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 descnbed below upon wntten notice to the Owners thereof given by the Village at least three (3) days pnor to the date fixed for prepayment Partial prepayments shall be applied to the maturities of pnncipal mstallments m 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 (n) 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 IJ S Treasury security with a matunty closest to the Scheduled Due Date(s) to be prepaid as reported by the Wall Street Journal (or other 3➢C/ CLO /32 2/01352 0005 4 pubhshed source) on the Prepayment Date plus (u) the corresponding.swap spread that the Bank detemunes 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 matunty C = The sum of the products of (1) each Affected Principal Amount for each Affected Principal Period, times (u) the number of days in that Affected Pnncipal Penod divided by 360 Affected Principal Amount for an Affected Principal Penod is the pnncipal amount of the Bonds so prepaid Affected Principal Period is each penod from and including a Scheduled Due Date to but excluding the next Scheduled Due Date provided that the first such penod shall begin on and includes the Prepayment Date Present Value is determined as of the Prepayment Date using B above as the discount rate 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 bmdmg in the absence of manifest error The Village has covenanted and agreed in the Bond Ordinance to appropnate in its annual budget by amendment if necessary from Non Ad Valorem Revenues lawfully available m each fiscal year amounts sufficient to pay the pnncipal and interest due on the Bonds in accordance with their terms dunng such fiscal year Non Ad Valorem Revenues means all revenues of the Village denved 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) Pubhc Service Taxes authonzed by Part III Chapter 166 Flonda Statutes and received by the Village pursuant to Section 25 50 et seq of the Village Code and (n) Stormwater Utility Fees as defined by Section 403 0893(3) Flonda 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 appropnate 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 appropnated 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 hen upon or pledge of such Non Ad Valorem Revenues nor does it preclude the Village from pledging m the future its Non Ad Valorem Revenues nor does it require the Village to levy and collect any paiticular Non Ad SEC/ CLOSE/32 5 /013524 0005 5 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 appropnate Non Ad Valorem Revenues is subject m all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered mto (including the payment of debt service on bonds and other debt instruments) However the covenant to budget and appropnate in its general annual budget for the purposes and in the manner stated m the Bond Ordinance shall have the effect of making available in the manner descnbed herein Non Ad Valorem Revenues and placing on the Village a positive duty to appropnate 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) Flonda Statutes which provides in part that the governmg body of each municipality make appropnations 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 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 THE ISSUANCE OF THIS BOND SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHA 1'EVER 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 onginal 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 m 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 secunty 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 senior 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 pnncipal amount and maturity and denominations in integral multiples of $250 000 (except that an odd lot is permitted to complete the outstanding pnncipal 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 'MC/ CLOSE/32 502/01352 0005 6 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 vand and effectual to satisfy and discharge the habihty upon such Bond to the extent of the sum or sums so paid 3 In all cases in which the pnvilege of exchanging Bonds or transfemng 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 pnncipal and interest of which has been paid either at or prior to matunty 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 tune form and manner as required by the Constitution and the laws of the State of Flonda apphcable thereto 1REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] .NC/6 0705 /320502/ 7 IN WITNESS WHEREOF the Village of Key Biscayne Flonda has catsedthis 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 Flonda or a facsimile thereof to be affixed hereto or impnnted or reproduced hereon all as of the 31st day of October 2000 VILLAGE 0 YNE, FLORIDA C 0 DC/ CWSE/320002/013524 0 05 8 ASSIGNMENT FOR VALUE RECEIVED the undersigned (the Transferor ) hereby sells assigns and transfers unto (Please insert name and Social Secunty or Federal Employer identification number of assignee) the within Bond and all nghts thereunder and hereby irrevocably constitutes and appoints (the `Transferee ) as attomey 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 mscnption on the face of the within Bond shall be construed as though they were wntten out in full according to applicable laws or regulations 1 EN COM as tenants in common UNIT GIF MIN ACT - (Cust ) Custodian for (Minor) TEN ENT as tenants by the entirety JT TEN as joint tenants with nght of survivorship and not as tenants in common under Uniform Gifts to Mmors Act of (State) Additional abbreviations may also be used though not in the hst above JDC/E CLOSE/320502/01352 0005 9 C $10 000 000 1 Revised 10/25/00 VILLAGE OF KEY BISCAYNE FLORIDA Lease Revenue Bond Financing Senes2000.(Vllage Civic Center Project) Semi Annual Debt Service Schedule 5 2400/ 13 2966 Average Life Semi Annual Annual Date Rate Prrncioal Jnteregt Credit Snread Risk Mamt Total D/S Total D/$ 31 Oct00 00000/ 00000/ 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/ i 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 1 262 000 01 Jun 03 5 240 / 0 262 000 00 0 00 0 00 262 000 524 000 GT Dec 03 5 240/ i 0 1 262 000 00 0 00 1 0 00 262 000 01 Jun 04 5 240/ 0 1 262 000 00 0 00 0 00 262 000 524 000 01 Dec 04 5 240/ , 380 000 262 000 00 1 0 00 0 00 I 642 000 01 Jun 05 5 240/1 I 0 1 252 044 00 1 0 00 1 0 00 252 044 894 044 01 Dec 05 5 240/1 400 000 1 252 044 00 1 0 00 0 00 652 044 01 Jun 06 5 240/ 0 1 241 564 00 0 00 I 0 00 241 564 893 608 01 Dec 06 5 240/1 420 000 241 564 00 0 00 1 0 00 661 564 01 Jun 07 5 240/i 0 1 230 560 00 1 0 00 0 00 1 230 560 892 124 01 Dec 07 5 240/1 440 000 230 560 00 , 0 00 0 00 670 560 01 Jun 08 5 240/1 0 1 219 032 00 1 0 00 1 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 5 240/1 0 206 849 00 0 00 0 00 , 206 849 890 881 01 Dec 09 5 240/1 490 000 I 206 849 00 1 0 00 0 00 696 849 01 Jun 10 5 240/ 0 194 011 00 1 0 00 0 00 1 194 011 890 860 01 Dec 10 5 240/ 515 000 1 194 011 00 1 0 00 0 00 709 011 01 Jun 11 5 240/ ' 0 1 180 518 00 0 00 I 0 00 180 518 889 529 -&t Dec-tt 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 5 240/1 570 000 ' 166 370 00 0 00 0 00 736 370 01 Jun 13 5 240/ ' 0 1 151 436 00 0 00 0 00 151 436 887 806 01 Dec 13 5 240/ 600 000 1 151 436 00 1 0 00 0 00 1 751 436 01 Jun 14 5 240/ 0 135 716 00 0 00 I 0 00 135 716 887 152 01Dec 14 5240/ 630000 13571600' 000 0001 765716 01 Jun 15 5240/' 0 ' 11921000' 0 00 1 000 119 210 884926 01 Dec 15 5 240/ 665 000 , 119 210 00 1 0 00 1 0 00 784,210 01 Jun 16 5 240/1 0 ' 101 787 00 1 0 00 1 0 00 101 787 885 997 01 Dec 16 5 240/1 1 700 000 101 787 00 1 0 00 ' 0 00 801 787 01 Jun 17 5 240 / 0 83 447 00 ' 0 00 1 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 5 240/1 ' 775 000 64 190 00 0 00 0 00 I 839 190 01 Jun 19 5 240/, 0 ' 43 885 00 1 0 00 0 00 43 885 883 075 01 Dec 19 5 240/ 815 000 43 885 00 ' 0 00 I 0 00 I 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 1 $10 000 000 $6 967 424 $0 $0 16 967 424 16 084 892 SCHEDULE .121 October 31 2000 f To Village of Key Biscayne Florida Re $10 000 000 Village of Key Biscayne Florida Capital Improvement Revenue Bonds Senes 2000 Ladies and Gentlemen The undersigned (the Purchaser ) has agreed to purchase from the Village of Key Biscayne Flonda (the Village ) the Bonds referenced above (the Bonds ) The Bonds are being sold directly to the Purchaser The purpose of this letter is to furnish pursuant to the provisions of Subsections (2) (3) and (6) of Section 218 385 Flonda Statutes as amended certain information with respect to the purchase and sale of Bonds as follows 0 (a) There is no managmg underwriter for the Bonds (b) There are no finders as defined in Section 218 386 Flonda Statutes as amended with respect to the Bonds There is no underwntmg spread with respect to the Bonds (c) (d) No management fee will be charged by the Purchaser No commitment fee will be charged by the Purchaser (e) (f) (g) No fee bonus or other compensation will be paid by the Purchaser m connection with the Bonds to any person not regularly employed or retained by it except for a fee of $3 000 to Rogers Towers Bailey Jones & Gay P A as counsel to the Bank The name and address of the Purchaser is First Union National Bank, One First Umon Center 7th Floor Charlotte North Carolina 28288 0612 The Village is proposing to issue $10 000 000 of Bonds for the purpose of financing a portion of the costs of construction of a fire station police station community center and Village administrative officers financmg architectural engmeenng environmental legal and other planning costs related thereto and paying costs of issuance of the Bonds The Bonds are expected to be repaid over 20 years At an mterest rate of 5 24% total interest paid over the life of Bonds will be $6 967 424 The source of repayment or security for the Bonds is expected to be a covenant to budget and appropriate from legally available Non Ad Valorem Revenues of the CPC/ C S /320604 1/013 2 5 Village Authorizing the Bonds will result in a maximum amount of $894 044 of Non Ad Valorem Revenues not being available to finance the other services of the Village each fiscal year for 20 years (h) The Purchaser understands that you require no other disclosures with respect to the Bonds Very truly yours FIRST UNION NATIONAL BANK C c C/ C 5E/3 60 / 35 05 By 2 fact/Ktz.„)( Paul Vincent Vice President ADORNO & ZEDER A PROFESSIONAL ASSOC ATION 260 SOUTH BAYSHORE DRIVE SUITE 1600 MIAMI FLORIDA 33133 TELEPHONE (305) 858 5555 FACSIMILE (3051 858-4777 www adornocom 0 me at 305 860 7276 JEFFREY D DECARLO October 24 2000 VTA FEDERAL. EXPRESS #821966136778 State of Flonda Division of Bond Finance State Board of Administration 1801 Hermitage Boulevard Suite 100 Tallahassee FL 32308 Attention Sharon Williams Re $10 000 000 Village of Key Biscayne Flonda Capital Improvement Revenue Bonds Senes 2000 Ladies and Gentlemen WRITER S DIRECT NO 305 860-7276 We are servmg as Bond Counsel for the issuance by the Village of Key Biscayne Flonda of its $10 000 000 Capital Improvement Revenue Bonds Senes 2000 (the Bonds') The purpose of this letter is to inform you as required by Section 218 38 Flonda Statutes as amended, that the Bonds are expected to be sold pursuant to negotiated sale (private placement) on October 31 2000 and issued on October 31 2000 0 < The Bonds are being issued to provide funds to finance a portion of the costs fitconst▪ ruction of a fire station police station community center and Village adinimstrative office Once or reimburse architectural engmeermg environmental legal and other planning costs i ate .thereto and nay costs of issuance of the Bonds We will send to you Form 2003/2004 when available If you have any questtd t pha- se call T, Please acknowledge receipt of this letter and retum it to my attention Very truly yours ADO P TOE& ZEJER, PA JOC/ CLOSE/ / 1352 0 Jeffrdv D "DeCarlo FORT LAUOc RDA LE WEST PALM BEACH INCUMBENCY CERTIFICATE CONCHITA H ALVAREZ Village Clerk of the Village of Key Biscayne Flonda (the Village) DOES HEREBY CERTIFY as follows The following are now and have been continuously since the dates of beginning of their respective terms shown below the duly elected qualified and acting members of the Village Council of the Village (the Council ) and the dates of the begmmng and ending of their respective terns are hereunder correctly designated opposite their names Beginning Date Member Of Term Scott Bass Martha Fdez Leon Broucek Alan H Fem Mortimer Fned Gregory C Han Robert Oldakowski Joe I Rasco November 10 1998 September 16 1997 November 10 1998 November 12 1996 November 12 1996 November 10 1998 November 10 1998 Ending Date of Current Term November 12 2002 November 14 2000 November 12 2002 November 14 2000 November 14 2000 November 12 2002 November 14 2000 The following are now and have been continuously smce the dates of beginning of their respective current terms of office shown below the duly elected or appointed qualified and acting officers of the Village and the dates of the beginnmg and ending of their respective current terms of office are hereunder correctly designated opposite their names Title Mayor Village Clerk Village Manager Village Attomey Name Joe I Rasco Conchita H Alvarez C Samuel 'Kissinger Weiss Scrota Helfinan Pastonza & Guedes P A Beginnmg Date of Current Term November 10 1998 October 14 1996 March 2 1992 October 29 1991 Ending Date of Current Term November 14 2000 Discretion of Council Discretion of Council Discretion of Council IN WITNESS WHEREOF I have hereunto set my hand and affixed the official seal of the Village this 31st day of October 2000 / CL 5 / 6 1/0 3 SIGNATURE AND NO LITIGATION CERTIFICATE We the undersigned DO HEREBY CERTIFY that 1 We did heretofore cause to be officially documented the $10 000 000 Capital Improvement Revenue Bonds Senes 2000 of the Village of Key Biscayne Florida (the Village ) dated October 31 2000 issued as one Bond in the principal amount of $10 000 000 (the Bonds ) 2 Joe I Rasco Mayor of the Village has executed the Bonds by his manual signature and the Mayor was on the date his signature was placed on the Bonds and is now the duly elected qualified and acting Mayor of the Village 3 We have caused the official seal of the Village to be imprinted on the Bonds and Conchita H Alvarez Village Clerk of the Village caused such seal to be attested by her signature and said Conchita H Alvarez was on the date her signature was placed on the Bonds and is now the duly appomted qualified and acting Village Clerk of the Village 4 The seal which has been impressed on the Bonds and upon this certificate is the legally adopted proper and only seal of the Village The Village Council by Ordmance No 2000 8 adopted on July 11 2000 and by Resolution No 2000 57 adopted on October 24 2000 (collectively the Bond Ordinance ) has authonzed the issuance of the Bonds and said Bond Ordinance has not been modified or amended since the date of such adoption 6 The Village has complied with all of the agreements and satisfied all conditions on its part to be performed or satisfied at or prior to delivery of the Bonds 7 No approval authonzation consent or other order of any public board or body which has not heretofore been obtamed is required for the issuance and delivery of the Bonds 8 No litigation or other proceedings to which the Village is a party are pending or to our knowledge threatened in any court or other tribunal of competent jurisdiction state or federal in any way (a) restraining or enjoining the issuance sale or delivery of the Bonds (b) questioning or affecting the vandity of the Bonds or the covenant by the Village to budget and appropnate from available non ad valorem revenues of the Village as specified in the Bond Ordinance to pay the principal of and interest on the Bonds as provided under the aforesaid documents (c) questioning or affecting the validity of any proceedings for the authorization sale execution issuance or dehvery of the Bonds (d) questioning or affecting the organization or existence of the Village or the title to office of the elected officials or officers thereof or (e) questioning or affecting the power and authority of the Village to issue the Bonds nor do the undersigned have any knowledge that there is any basis therefor JDC/ C OS / 9 The execution delivery receipt and due performance of the Bonds under the circumstances contemplated thereby and compliance with the provisions thereof do not conflict with or constitute a breach of or a default under any exrstmg law court or administrative regulation decree or order or any agreement indenture lease or other instrument to which the Village is subject or by which the Village is or may be bound 10 There has been no material adverse change in the financial condition or operations of the Village since September 30 1999 (the date of its last annual audited financial statements) IN WITNESS WHEREOF we have hereunto set our hands and affixed the official seal of the Village this 31st day of October 2000 10, (SEAL) S / 0 s/ / 3 000 TERM OF OFFICE EXPIRES Mayor November 14 2000 06/Village Clerk Discretion of Village Council 2 CERTIFICATE OF PURCHASER The undersigned on behalf of the Purchaser FIRST UNION NATIONAL BANK (the Purchaser ) hereby certifies and acknowledges m connection with the purchase by it of $10 000 000 Village of Key Biscayne Flonda Capital Improvement Revenue Bonds Senes 2000 (the Bonds ) that 1 The Purchaser has received executed copies of Ordinance No 2000 8 and Resolution No 2000 57 adopted by the Village Council of the Village of Key Biscayne Flonda (the Village ) on July 11 2000 and October 24 2000 respectively and said Ordinance and Resolution are m form and substance satisfactory to the Purchaser 2 The Purchaser has conducted its own investigations to the extent it deems satisfactory or sufficient into matters relating to the business properties management and financial position and results of operations of the Village in connection with the issuance by the Village of the Bonds it has received such information concerning the Village as it deems to be necessary in connection with investment m the Bonds and dunng the course of this transaction and pnor to the purchase of the Bonds it has been provided with the opportunity to ask questions of and receive answers from the Village concerning the terms and conditions of the offenng of the Bonds and to obtain any additional mfornation needed in order to venfy the accuracy of the information obtained 3 The Purchaser has sufficient knowledge and expenence m financial and business matters includmg purchase and ownership of municipal and other tax exempt obligations to be able to evaluate the risks and ments of the investment represented by the purchase of the above stated pnncipal amount of the Bonds 4 The Purchaser is aware that certain economic vanables could affect the security of its investment m the Bonds and the Purchaser is able to bear the economic nsks of such investment 5 The Purchaser understands that no offering statement prospectus offering circular or other comprehensive offenng statement containing matenal information with respect to the Village and the Bonds is being issued in connection with the Bonds and that it has made its own inquiry and analysis with respect to the Bonds and the secunty therefor and other matenal factors affecting the security for and payment of the Bonds 6 The Purchaser acknowledges and represents that it has not sought from Bond Counsel or received from Bond Counsel or looked or relied upon Bond Counsel for any information with respect to the Village or its financial condition other than reliance upon the Bond Counsel opinion 7 The Purchaser is a bank as defined in Section 3(a)(2) of the Securities Act of 1933 as amended 8 The Purchaser hereby certifies that it is purchasing the Bonds for its own account for the purpose of investment and not for resale at a profit and it has no present intention of reselling or otherwise redistributing the Bonds The Purchaser will not sell the Bonds except to another JD / CLOS /32060 1/01352 0005 institutional or accredited mvestor who will execute a Certificate of Purchaser m form and substance identical to this Certificate which certifies that it is purchasing the Bonds for its own account and not for resale and will not sell convey pledge or otherwise transfer the Bonds without pnor compliance with applicable registration and disclosure requirements of state and federal secunties laws 9 Execution of this Certificate is not a waiver of any cause of action that the Purchaser may at any time have against the Village as a result of misrepresentation or fraud by the Village m connection with the infonuation provided to the Purchaser by the Village or the purchase of the Bonds by the Purchaser Dated this 31st day of October 2000 FIRST UNION NATIONAL BANK C 3➢C/ C 0S /32060 1/0135 00 5 By 2 Paul Vmcent Vice President ARBITRAGE CERTIFICATE The undersigned is the Mayor of the Village of Key Biscayne Florida (the Village ) and hereby certifies the following with respect to the Village s $10 000 000 Capital Improvement Revenue Bonds Senes 2000 (the Series 2000 Bonds ) The undersigned is the official charged with others with responsibility for issuing the Senes 2000 Bonds General (al The Senes 2000 Bonds are being issued on the date hereof pursuant to Ordmance No 2000 8 adopted by the Village Council on July 11 2000 and Resolution No 2000 57 adopted by the Village Council on October 24 2000 (collectively the 'Bond Ordinance ) to provide funds to finarce a portion of the costs of construction of a fire station police station community center and Village administrative offices finance architectural engmeenng ens ironmental legal and o her planning costs related thereto and pay costs of issuance of the Bonds (the `Project ) Capitalized teiius used herein but not otherwise specifically defined have the same meanings as when used in the Bond Ordinance (b) This certification is made under 26 CFR § 1 148 2(b)(2) relating to arbitrage bonds as defined in Section 148 of the Internal Revenue Code of 1986 as amended (the Code ) Terms used herein which are not capitalized or specifically defined have the same meanings as when used in 26 CFR §§ 1 148 1 1 148 11 The undersigned has investigated the facts estimates and circumstances in existence on the date hereof Such facts estimates and circumstances together with the expectations of the Village as to future events are set forth in summary form in this certificate On the basis of such facts estimates and circumstances it is not expected that the proceeds of the Series 2000 Bonds will be used m any manner that would cause the Series 2000 Bonds to be arbitrage bonds within the meaning of the Code and regulations To the best of my know ledge and belief such expectations are reasonable and there are no facts estimates or circumstances that would matenally change them 2 Source and T Jse of Proceeds (a) The proceeds received from the sale of the Senes 2000 Bonds will be 510 000 000 (the Sale Proceeds ) representing $10 000 000 principal amount plus accrued interest of $0 (b) $20 000 of the Sale Proceeds wul be used within six months of the date hereof to pay costs of issuing the Senes 2000 Bonds (c) The remainder of the Sale Proceeds wll be deposited in the Project Fund on the date hereof and used together with all amounts denved from the investment of the Sale Proceeds to pay for costs of the Project The Village reasonably expects that all amounts in the Project Fund will be fully spent within three (3) years from the date hereof C/9 CAs / / 1 2 lb t 5 s £ t (d) The Sale Proceeds together with all amounts denved from the investment thereof will not exceed by any amount the amount necessary for the govemmental purposes of the Senes 2000 Bonds (e) The Village reasonably expects to incur withm six months of the date hereof substantial bmdmg obligations to third parties in an aggregate amount in excess of $500 000 to acquire and construct the Project Work on the Project and the expenditure of the Sale Proceeds will proceed with due dihgence to the completion thereof The Village reasonably expects that at least 85 percent of the Sale Proceeds deposited in the Project Fund on the date hereof will be applied to pay costs of the Project within three years of the date hereof (f) No portion of the Sale Proceeds or amounts denved from the investment thereof will be used to pay debt service on any other debt obligation of the Village (g) The Village will not treat any amount m excess of $100 000 as being used to reimburse an expenditure paw before the date hereof unless the requirements of 26 CFR § 1 1 50 2(d) relating to reimbursement allocations are met with respect to such expenditure The precedmg sentence shall not apply to prehminary expenditures with respect to a project to the extent that the amount of such expenditures does not exceed 20% of the aggregate issue pnce of the portion of an issue or issues that finance or are reasonably expected to finance the project for which the preluminar) expenditures were mcurred Preliminary expenditures with -espect to a project means architectural engweenng surveying soil testing costs of issuance and similar costs incurred pnor to commencement of acquisition, construction or rehabilitation of the project other than land acquisition site preparation and similar costs incident to commencement of construction (h) The Village reasonably expects that the Project will continue throughout the term of the Senes 2000 Bonds to be owned and operated by the Village 3 Flow of Funds (a) The Village is requ red under the Bond Ordinance on each Interest Payment Date to deposit Non Ad Valorem Revenues into the Bond Fund, which together with other moneys therein, are sufficient to pay the pnncipal of and interest on the Senes 2000 Bonds on such Interest Payment Date (b) The Bond Fund has been established to achieve a proper matching of revenues and debt service within each Pond year and will be depleted at least once each year (except for a reasonable carryover amount that will not exceed the greater of one year s earnings on the Bond Fund and 1/12 of annual debt service on the Senes 2000 Bonds) All amounts in the Bond Fund will be expended to pay debt service on the Senes 2000 Bonds within 13 months of the date of receipt thereof (12 months if the amounts are interest or income from the investment of such amounts) (c) The Rebate Fund is not pledged to pay debt service on the Senes 2000 Bonds and will not be available if needed to pay such debt service JD / E/320 1/0 3 00 5 5 0 0 3 2 4 Yield Restnctions (a) The restrictions set forth in this Section 4 apply to taxable investments For this purpose taxable investments include all investments other than obligations the interest on which is (t) excluded from gross income for federal income tax purposes and (u) not an item of tax preference tor federal alternative minimum tax purposes (b) Sale Proceeds and interest or income den% ed from the mvestment thereof will not be invested in taxable investments that produce a yield over the term of he Senes 2000 Bonds that is maienally higher than the yield on the Senes 2000 Bonds (within the meaning of 26 CFR § 1 1482(d)(2)) except as follows (i) Such amounts may be invested without regard to yield until the date that is 3 years after the date hereof (11) Such amounts that represent investment earnings may be invested without regard to yield for a 1 year period beginning on the date of receipt thereof and (11 ) An additional amount not n excess of $100 000 may be invested without regard to yield (c) Amounts in the Bond Fund that are not to be used within 13 months of the date of receipt thereof (12 months if the amounts are interest or income from the investment of such amounts) to pay pnncipal or interest on the Senes 2000 Bonds will not be invested n taxable u -vestments that produce a yield over .he term of the Senes 2000 Bonds that is matenally higher than the yield on the Senes 2000 Bonds (within the meaning of 26 CFR §1 148 2(d)(2)) except to the extent that the aggregate amount so invested does not exceed the difference between $100 000 and any amount invested pursuant to the $100 000 exception under 4(b)(ni) hereof (d) There are no funds or accounts in existence or that are expected to be established in addition to the funds referred to herein that are reasonably expected to be used (directly or indirectly) or that will be pledged (directly or indirectly) to pay debt service on the Senes 2000 Bonds There are not any amounts that have been reserved or otherwise set aside such that tnere s a reasonanle assurance that such amounts will be available to pay pnncipal or interest on the Senes 2000 Bonus In addition the Village has not entered into and does not reasonably expect to enter nuo within the next dully days a hedge contract pnmanly for the purpose of reducing the Village s nsk of interest rate changes with respect to the Senes 2000 Bonds If any such fund or account is established after the date hereof amounts m the fund or account will not be invested at a yield higher than the yiela on the Senes 2000 Bonds Lo the extent necessary to preserve the federal income tax exemption of interest on the Senes 2000 Bonds (e) There are no amounts held under any agreement requiring the maintenance of amounts a a particular le%el for the direct or indirect benefit of the owners of the Senes 2000 Bonds or ary guarantor of the Series 2000 Bonds excluding for this purpose amounts in which the Village may grant rghts that are supenor to the rights of the owners of the Series 2000 Bonds or any 7C/5 CL055/3 /013 2 0005 Y g C r- 3 guarantor of the Series 2000 Bonds and amounts that do not exceed reasonable needs for which they are maintained and as to which the required level is tested no more frequently than every six (6) months and that may be spent without any substantial restriction other than a requirement to replenish the amount by the next testing date (f) There are no amounts that have a sufficiently direct nexus to the Senes 2000 Bonds to conclude that the amounts would have been used for debt service on the Series 2000 Bonds if the proceeds of the Series 1998 Bonds were not being used for those purposes (g) The yield on the Senes 2000 Bonds for purposes of this Section 4 is 5 24% computed on the basis of a 30 day month and 360 day year and with interest compounded semiannually For purposes of computing the yield the issue prce of the Senes 2000 Bonds is $10 000 000 (the pnncipal amount plus accrued interest) See Exhibit B hereto (h) If any taxable Inv estments are subject to yield restrictions under this Section 4 the yield produced by the taxable investments snall be computed on the basis of a 30 day month and 360 day year ana with interest compounded semiannually For purposes of computmg yield, the purchase pnce shall be determined as provided m 26 CFR § 1 148 5 and brokerage and selling commissions and yield reduction payments may be taken into account to the extent permitted thereunder 5 Project Fund Amounts on deposit in the Project Find will be used for the payment of costs of acquisition and construction of the Project No portion of the proceeds of the Bonds will be used for reimburseiiiert of expenditures paid by the Village pnor to the date of issuance of the Senes 2000 Bonds except for (i) prehminary capital expenditures incurred before commencement of acquisition or construction of the Project that do not exceed twenty percent (20%) of the portion of the issue pnce of the Senes 2000 Bonds and (u) capital expenditures that (A) were paid no earlier than sixty (60) days before the date of the adoption by the Village of a declaration of intent to reimburse such expenditures from the proceeds of obligations and (B) are reimbursed no later than eighteen (18) months after the later of the date the expenditure w as paid or the date the Project is placed in service (but no later than three (3) years after the expenditure is paid) Proceeds (if any) used for reimbursement of expenditures will be deposited in the general fund of the Village and will not be used to replace funds of the Village to be used to refund debt of the Village to create a striking or pledged fund for such debt or the Senes 2000 Bonds or otherwise to create replacement proceeds for such debt or for the Series 2000 Bonds 6 Qualified Tax Exempt Obligations (a) The Village reasonably expects that the aggregate face amount of all tax exempt obligations issued by the Village during calendar year 2000 will not exceed $10 million 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 SD / CLOS /3207 1/01 24 0005 b ge Ce f at 4 entities expect to issue tax exempt obligations dunng calendar year 2000 other than the Series 2000 Bonds For purposes of This paragraph (a) (i) The Village and all entities that issue obligations on behalf of the Village are treated as the Village and all obligations issued by any entity subordinate to another entity are treated as issued by such other entity (u) The term obligation includes any bond or note (whether or not recourse) any warrant any lease purchase agreement and any other instrument that is treated as an obhgation for purposes of section 103 of the Code except that such term shall not mclude any pnvate activity bond (as defined in section 141 of the Code) or any current refunding obligation (ui) An obligation is tax exempt if (a) interest on the obligation is excluded from gross income for federal income tax purposes (b) at the time of issuance of the obligation it was represented to the purchaser that interest on the obligation is or may be excluded from such gross income or (c) the proceeds of the obligation were denved (directly or indirectly) from proceeds of a tax exempt obligation (iv) An obligation that is part of an issue is a refunding obligation to the extent that (a) proceeds of the issue are used to pay pnncipal or mterest on an obligation that is part of another issue and (b) the amount of the refunding obligation does not exceed the amount of the refunded obligation (determined at the time of issuance of the refunding obligation) For this purpose the amount of an obligation is the stated principal amount plus accrued unpaid Interest (or if the ongrial issue premium or discount exceeds 2 percent the present value of the obligation) (v) A refilltdmg obligation is a current refunding obligation if no portion of the proceeds of the issue of which the refundmg obligat on is a part is used (directly or indirectly) to pay prmcipal Interest or call premium on any obligation that is part of another issue more than 90 days after the date of issue of the refunding obligation (b) The Senes 2000 Bonds have been designated by the Village as quahfied tax exempt obligations (as defined in section 265(b)(3)(B) of the Code) m Section 13 of the Resolution 7 Miscellaneous (a) No more than 50 percent of the proceeds of the Senes 2000 Bonds will be nvested m nonpurpose investments having a substantially guaranteed yield for four years or more (within the meaning of section 149(g)(3)(A)(n) of the Code) More than 85 percent of the spendable proceeds of the Senes 2000 Bonds (within the meaning of section 149(g)(3)(A)(a) of the Code) will be reasonably expended for the governmental purposes within three years of the date of hereof (b) Amounts that are subject to yield restnction under Section 4 hereof (determined without regard to the $ 100 000 exception) will not be invested (directly or indirectly) JDC/E CLOSE/3 1/01352 05 A t gecr t 5 m federally insured deposits or accounts (within the meaning of section 149(b)(4)(B) of the Code) if such anti estment would exceed the limit of 5 percent of the proceeds of the Senes 2000 Bonds contained in section 149(b)(2)(B) of the Code (c) No portion of the proceeds of the Series 2000 Bonds will be used as a substitute for other funds that were otherwise to be used as a source of financing for any portion of the Project (d) There are no other obligations of the Village (1) that are or will be sold within 15 days of the date hereof and (n) that are to be paid out of substantially the same source of funds (or that will have substantially the same claim to be paid out of substantially the same source of funds) as will be used to pay the Senes 2000 Bonds (e) The Village has covenanted that ne ther the Village nor any person under the control or direction of the Village will make anv investment or use of the proceeds of the Senes 2000 Bonds that would cause the Series 2000 Bonds to be arbitrage bonds within the meaning of section 148 of the Code No portion of the proceeds of the Senes 2000 Bonds will be intentionally used in the manner descnbed ri section 148(a)(1) or (a)(2) of the Code (0 The Village has covenanted to comply with the arbitrage rebate requirements under section 148(0 of the Code to the extent they apply to the Senes 2000 Bonds See Section 14 of the Resolution and Fxhihit A attached hereto (g) The Village reasonably expects that at least 75 percent of the available construction proceeds (within the meaning of section 148(f)(4)(C)(vi) of the Code) of the Senes 2000 Bonds will be used for construction expenditures with respect to property owned by the Village (h) The Village has covenanted that neither the Village nor any person under the control or direction of the Village will make any use of the Project that would cause the Series 2000 Bonds to be pnvate activity bonds within the meamng of section 141 of the Code The Project will be owned and operated by the Village and no portion of the Project will be used in the trade or business of any person other than a governmental unit (within the meaning of section 141 of the Code) (i) All ins estments of amounts deposited in any fund or account created by or pursuant to the Bond Ordinance or otherwise containing gross proceeds of the Senes 2000 Bonds within the meaning of section 148 of the Internal Revenue Code of 1986 (the Code ) shall be acquired, disposed of and vali.ed (as of the date that valuation is required by the Bond Ordinance or the Code) at Fair Market Value For this purpose Fair Market Value means the pnce at which a willing buyer would purchase the investment from a willing seller in a bona fide arm s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established secur ties market (within the meaning of section 1273 of the Code) and, otherwise the term Fair Market Value means the acgwsition puce m a bona fide arm s length transaction (as referenced above) if (i) the investment is a certificate of TDC/8 CLOS /320 / 0 5 d b S C f 6 deposit that is acquired m accordance w tth applicable regulations under the Code (u) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example a guaranteed investment contract a forward supply contract or other investment agreement) that is acquired m accordance with applicable regulations under the Code (iii) me Investment is a United States Treasury Security State and Local Government Series that is acgmred in accordance with applicable regulations of the United States Bureau of Public Debt or (n) the im estment is in any commingled investment fund m which the Village and related parties do no own more than 6 ten percent (10%) beneficial interest therein and the return paid by ne fund is r ithout regard to the source of im estment 0 (1) The Village w ill use a consistently applied accounting method to account for investments and expenditures of proceeds of the Series 2000 Bonds Allocations of Senes 2000 Bond proceeds to expendr ures will be made on'y with respect to a current outlay of cash of the expenditures The Village will not invest proceeds of the Senes 2000 Bonds in a commingled fund in which the Village owns more than i0 percent of the beneficial interest thereof The Village will maintain books and records until six years after the date of retirement or redemption of the Serves 2000 Bonds sufficien to (r) establish me accounting method used (11) account for all investment of proceeds oftbe Seres 2000 Bo -ids and (m) substantia e the allocation of proceeds of the Series 2000 Bonds to expenditures In she event such allocations oFSenes 2000 Bord proceeds to expenditures are not made within 60 days after the date of five years after the date hereof the Village will use a _pecific tracing accounting method to account for im estment and expenditures of proceeds of the Senes 2000 Bonds 2C1 CLOSE/3 9 Ce- [REMAJ N'DER OF PAGE INTENTIONALLY LEFT BLANK] 2 7 IN WITNESS WHEREOF the undersigned has hereunto set hib hand this 31st day of October 2000 VILLAGE OF KEY BISCAYNE, FLORIDA By -DC/ COS / / 52 5 A Se C f Joe I Rasco Mavo- 8 EXHIBIT "A" ARBITRAGE REBATE COVENANTS 0 The Village of Key Biscayne Flonda (the Village ) hereby covenants to comply with the following provisions and procedures to insure that its $10 000 000 Capital Improvement Revenue Bonds Series 2000 being issued on the date hereof (the Senes 2000 Bonds') comply with the arbitrage requirements of section 148 et the Code 1 Definitions (a) Capitalized terms used herein but not otherwise specifically defined have the same meanings as when used in the Arbitrage Certificate to which this document is attached (b) Teuus used herein and in 26 CFR g§ 1 148 1 1 148 11 that are not capitahzed have the same meanings as when used m such regulations (c) The following defin tions apply for purposes of this document Calculation Date means the same day m each calendar year selected by the Village ana the date the last Senes 2000 Bond is discharged Gross Proceeds means (i) all amounts actually or constructively received fium the sale of the Series 2000 Bonds (exclusive of accrued Interest) and all amounts derived from the investment thereof and (u) all amounts that are part of a sinking fund or reserve or replacement fund for the Ser es 2000 Bonds Such term shall not include amounts that are part of a bona fide debt service fund for the Senes 2000 Bonds Rebate Account Requirement as of any Calculation Date means the rebate amount with respect to the Senes 2000 Bonds as of such date calculated in the manner provided in 26 CFR §§ 1 148 1 1 148 11 Investments need not be taken into account in calculating the rebate amount to the extent that such amounts are eligible for an exemption from the requirements of Section 148 of the Code under Section 148(0 of the Code Rebate Payment Date means sixty (60) days after each succeeding fifth Calculation Date 2 Ti General In order for interest on the Senes 2000 Bonds to be excluded from gross income for federal income tax purposes arbitrage profits earned from investing all the Gross Proceeds must be paid to the Un ted States no later than each Rebate Payment Date 'o / aos /3 / 2 0 5 6 Al 3 Rebate Fund and Payment (a) The Village shall calculate the Rebate Account Requirement as of each Calculation Date no later than fifty (50) days after each Calculation Date (b) No later than fifty (50) days after each Calculation Date the Village shall deposit in the Rebate Fund the amount if any necessary to increase the amount in such Fund to the Rebate Account Requirement (c) The Village shall pay any amount required to be paid to the United States under section 148(0 of the Code out of amounts in tne Rebate Fund no later than each Rebate Payment Date (d) The Village may withdraw from the Rebate Fund any excess of the amount on deposit in the Rebate Fund over the Rebate Account Requirement calculated as of a Calculation Date 4 Rebate Calcnlatinns (a) The rebate amount as of any Calculation Date is computed by future valuing certain investment receipts and payments at an interest rate equal to the yield on the Senes 2000 Bonds computed ab of the Calculation Date (b) The yield on the Senes 2000 Bonds shall be computed m accordance with 26 CFR § 1 148 4(c) on tne basis of a 30 day month and 360 day year and with interest compounded semiannually The yield on the Senes 2000 Bonds calculated as of the date hereof is 5 24 percent per annum For purposes of computing the yield, the issue pnce of the Series 2000 Bonds is $10 000 000 (c) The Village shall (i) if necessary retain an expenenced professional to perform calculations relating to the Rebate Amount (u) consult legal counsel expenenced m matters relating to calculations relating to the Rebate Account Requirement to resolve issues that may anse and for which It is necessary to consult legal counsel and (iii) retain all records with respect to the calculations and any payments io the United States for at least 6 years after the last Senes 2000 Bond is discharged (d) Payments to the United States shall be filed with the Internal Revenue Service Center Ogden Utah 84201 in or before the payment is required to be paid and shall be accompanied by Form 8038 T or such other form as is prescnbed for such purpose 5 Investment Restrictions (a) No investment of Gross Proceeds (other than a United States Treasury security of the State and Local Government Senes) will be acquired for an amount in excess of its fair market value or sold or disposed of for an amount less than its fair market value .)DC/ CLOSP/3 / 3 b g Car t A2 (b) The Village shall not enter into any investment contract to irvest Gross Proceeds unless (i) the Village makes a bona fide solicitation for an investment contract with specified material terms and receives at least 3 bona Me bids from different reasonably competitive provide s of investment contracts that have no matenal financial interest m the Senes 2000 Bonds (11) the Village purchases the highest yielding im esnnent contract (net of broker fees) for which a qualifying bid is made (uQ the determination of the terms of the investment contract takes into account as a significant factor the Village s reasonab v expected drawdown schedule for the funds to be nvested exclusive of amounts deposited in debt service funds and reasonably required reserve or replacement funds (iv) the terms of the investment contract are reasonable including collateral secunty requirements (v) the obligor on the investment contract certifies the administrative costs (includ ng any broker fees or comrmssions) that it s paying (or expects to pay) to third parties m connection with the mvestiiient contract and (vi) the eld on the investment contract is not less than the yield then available from the obligor on reasonably comparable investment contracts offered to other persons if any from a source of funds other than gross proceeds of tax exempt bonds (c) The Village shall not use Gross Proceeds to purchase a certificate of deposit that is not actively traded in an active secondary market if the certificate of deposit has a fixed mterest rate a fixed pnncipal payment schedule a fixed maturity and a substantial penalty for early withdrawal ( CD ) unless the yield on the CD b not less than (1) the yield on reasonably comparable direct obligations of the Umted States and (u) the highest yield that is published or posted by the provider to be currently available from the provider on comparable CDs offered to the public [REMAINDER OF PAGE INTE\ 1 TONALLY LEFT BLANK] DC/B 'LOSE/ 20 7 /0 52 0005 A b g C A3 IN WITNESS WHEREOF the undersigned has hereunto set his hand this 31st day of October 2000 VILLAGE OF KEYBISCAYNE FLORIDA DC/ CLOSE/ 2 h g C / 005 By A4 Joe I Rasco Mayor EXHIBIT "B" ISSUE PRICE CERTIFICATE This certificate is delivered m connection with the issuance of $10 000 000 Village of Key Biscayne Florida, Capital Improvement Revenue Bonds Senes 2000 being issued on the date hereof (the Serves 2000 Bonds ) First Union National Bank (the 'Bank ) does hereby certify as follows 1 The Bank is purchasing the Senes 2000 Bonds for its own account and without any intent to reoffer the bonds to the public 2 The toial amount paid as the purchase pnce of the Senes 2000 Bonds is $10 000 000 representing $10 000 000 pnncipal amount and $0 accrued interest IN WITNESS WHEREOF the Bank has caused this certificate to be executed m its name on this 31st day of October 2000 by one of its officers auly authorized as of such date FIRST UNION NATIONAL BANK ' YS CLOSE 320? 1/01352 0005 Ate' g Certif cat By B1 Paul Vincent Vice President f ADORNO & ZEDER A PROFESS ONAL ASSOC AT ON 2601 SOUTH BAYSHORE OR VE SUITE 1600 MIAMI FLORIDA 33133 TELEPHONE (305) 858 5555 FACSIM LE (305) 858 4777 wwwadorno corn JEFFREY D DECARLO WRITER $ DIRECT NO November 7 2000 30) 860 7276 VIA CERTIFIED RETURN RECEIPT REQUESTED P136193227 Internal Revenue Service Center Ogden UT 84201 Re $10 000 000 Village of Key Biscayne Flonda Capital Improvement Revenue Bonds Senes 2000 Gentlemen Enclosed herewith please find Form 8038 G Information Retum for Tax Exempt Governmental Obligations for the above referenced bond issue Please stamp the enclosed copy of this Form' received" and return same in the enclosed self addressed, stamped envelope Thank you in advance for your consideration JDGcIm Enclosure JOC/B MISC/323536/013524 0005 L z2 ,* J FORTLAUOERDALE Very truly yours ADOR,1jT0 & ZED R, P A C Jeffrey D DeCarlo RECEIVED NOV 13 2000 0 OGDEN UT a coi tm z .11 -WEST PALM BEACH m 8038-G (Re May 1999) nep rtm 1 of th T ry Item IRve S rv+ information Return for Tax Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) ► See separate Instructions Caution Use Form 8038 GC if the issue price is under $100 000 OMB Na 1545 0720 Part I 1 Reporting Authority If Amended Return check here ► 1 Issuers name ._. VILLAGE OF KEY BISCAYNE FLORIDA 2 Issuers employe id nt rcation number 65-0291811 3 N mber a d street (or PO box f ma I s not delivered to street address) 85 WEST MCINTYRE STREET Room/suite 201 4 Report umb G 2000-1 5 C ty town or post offce state a d ZIP code KEY BISCAYNE FL 33149 6 Date of ssue October 31 2000 7 Name of ss e Capital Improvement Revenue Bonds Series 2000 6 CUSP n tuber N/A 9 Nam and t Ile of office a legal ep es Mauve whom the RS may calf fo mo nlormat on C Samuel Kissinger Village Manager 10 T I ph tuber f If er 1 g 1 repre t t ve 305-365-5506 Part II Type of Issue {check applicable box(es) and enter the issue price) See instructions and attach schedule 11 ❑ Education 12 ❑ Health and hospital 13 ❑ Transoortatron 14 ❑ Public safety 15 ❑ E- iror_e t (inc dig sewage bolds) 16 ❑ Housing 17 ❑ Utilities 18 ❑ Other Descnbe► 19 20 If obligations are TANs or RANs check box ❑ If obligations are BANs If obligations are in the form of a lease or installment sale check box 1 Part Ill 21 check box ► ❑ p. 11 12 13 14 15 16 17 18 10,u00,uuu Description of Obligations (Complete for the entire issue for which this form is being filed ) (a) Final matunty date (b) Issue price (c) Stated redemption pnce at maturity (d) Weighted average matur ty 13 30 years Uses of Proceeds of Bond Issue (including underwriters discount) (e) Yeld 12/1/2020 Part IV $ 10 000 000 $ 860 000 5 24 / 22 Proceeds used for accrued interest 23 Issue price of entire Issue (enter amount from line 21 column (b)) 24 Proceeds used for bond issuance costs (including underwriters discount) 24 2-0,000 25 Proceeds used for credit enhancement 26 Proceeds allocated to reasonably required reserve or replacement fund 27 Proceeds used to currently refund prior issues 28 Proceeds used to advance refund prior issues 29 Total (add lines 24 through 28) 30 Nonrefunding proceeds of the issue (subtract line 2g from line 23 and enter amount here) Part V 31 Enter the remaining weighted average maturity of the bonds to be currently refunded ► 32 Enter the remaining weignted average maturity of the bonds to be advance ter 33 Enter the last date on which the refunded bonds will be called 34 Enter the date(s) the refunded bonds were issued ► 25 26 27 28 0 0 0 0 Description of Refunded Bonds (Complete this part only for refunding bonds ) Part VI Miscellaneous • 22 23 d 10 000 000 29 30 20,000 9 980 000 years ea 35 Enter the amount of the state volume cap allocated to the iss 4nder filEceEthkW 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed b Enter the final maturity date of the guaranteed investmenycontr 37 Pooled financings a Proceeds of this issue that are lobe used to malt loans t b If this issue is a loan made from the proceeds of anotherltax exe 0 0 .16a 37a 0 arm ent the name of the issuer ► \ fJ EN th te o e issue" - 38 If the issuer has designated the issue under section 265(b)(3j(B lassuer on) check box 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate 40 If the issuer has identified a hedge check box check box fr Please Sign Here For Paperwork Reduction Act Notice she page 2 of thelnstructions ISA Form 8038 G (Rev 5 99) STF FED6403F Under penalt es of perjury I dec they are tnjp c. rest a c ccft9 e that I have exam ned th s retu and accompany' g schedules and stateme is and to the best of my knowledge d d bel of eta 10/31/2000 Signatu e of ssuer's authorized r eseniabve ^, Date C Sam 1 K g w llaq 11 Type or pr nt name and title g CERTIFICATE REGARDING COMPLIANCE WITH DEBT CAP The undersigned Village Manager of the Village of Key Biscayne Florida (the Village ) hereby certifies as follows pursuant to the requirements of Ordinance No 97 1 adopted by the Village Council of the Village on January 16 1997 (the Debt Cap Ordinance ) Capitalized terms used and not defined herein shall have the meanings given to them in the Debt Cap Ordinance (1) The total assessed value of all property within the Village as certified to the Village by the Dade County Property Appraiser for the fiscal year ended September 30 2001 is $2 499 049 161 One percent (1%) of such amount is $24 990 491 ( the Assessed Value Limitation ) (2) The Village s $9 200 000 Land Acquisition Revenue Bonds Series 1993 (the Land Acquisition Bonds ) the Village s $10 000 000 Land Acquisition and Capital Improvement Revenue Bonds Senes 1999 (the 1999 Capital Improvement Bonds ) and the Village s proposed $10 000 000 Capital Improvement Revenue Bonds Series 2000 (the 2000 Capital Improvement Bonds ) constitute the only outstanding Debt of the Village within meamng of the Debt Cap Ordinance The currently outstanding amount of the Land Acquisition Bonds is $4 155 000 the currently outstanding amount of the 1999 Capital Improvement Bonds is $10 000 000 and the currently outstanding amount of the 2000 Capital Improvement Bonds is $10 000 000 (the Outstanding Debt ) for a total of $24 155 000 (3) The amount of pnncipal and interest payable during the fiscal year ended September 30 2004 (the year m which combined debt service is the highest) with respect to the Land Acquisition Bonds is $1 129 089 with respect to the 1999 Capital Improvement Bonds is $820 921 and with respect to the 2000 Capital Improvement Bonds is $524 000 for a total of $2 474 010 (4) Total general fund expenditures of the Village for the fiscal year ended September 30 2000 was $12 895 523 and 15% of such amount is $1 934 328 (the General Fund Expenditure Limitation ) (5) The Outstanding Debt does not exceed the Assessed Value Limitation (6) The amount in (3) exceeds the General Fund Expenditure Limitation IN WITNESS WHEREOF the undersigned has set his hand this 31st day of October 2000 VILLAGE OF KEY BISCAYNE, FLORIDA By ky a A C Samuel Kissinger illage Manager J C/ CLOS /3 060 1/0135 0005 ti CERTIFICATE OF VILLAGE AS TO COMPUTATION OF INTEREST RATE IN COMPLIANCE WITH SECTION 215 84(3) FLORIDA STATUTES The undersigned Mayor of the Village of Key Biscayne Florida hereby certifies that (i) the Village s Capital Improvement Revenue Bonds Senes 2000 (the Bonds ) are being issued and sold as a single registered Bond matunng on December 1 2020 in the aggregate principal amount of 810 000 000 on this date (n) such single bond bears interest at the rate of 5 24% per annum (111) as evidenced by the attached copy of a page of The Bond Buyer published on September 29 2000 the average net interest cost rate computed in accordance with Section 215 84(3) Flonda Statutes by adding 300 basis points to 5 63% ( The Bond Buyer 20 Bond Index published immediately preceding the first day of the calendar month in which the Bonds are sold) is 8 63% and (iv) the interest rate on the Bonds equal to 5 24% does not exceed the average net interest cost rate equal to 8 63% Dated as of the 31st day of October 2000 VILLAGE OF KEY BISCAYNE, FLORIDA By 300/ CLOS /3 060 /0 35 0005 Joe I Rasco Mayor 3 0 3 0 n THE BOND Bunn Friday September 29 2000 51 MA1 1'u l",STATISTICS Market Indicators Dole mounts are in millions Nay Municipal Bond Wet 40 Average Dollar Pnce AverageYield lo Per Cal Avenge Yield to Mammy 30 -Day Amble Srppy (Lnls) Total (Sep 29) Caripelitive Negotiated S&Ps Blue List Mulidpels (Sep 20) (S udo(' an -coupon bade) The r,De3 OVle Meth Ste:* reflects the Mel dot warner warn d bads to be offered at oarpeetl,e blddrg and trough negobatlo0 o the n Mat dojo torrpebtee Bad Olbags and ?rap ated Bond Ofln Met et The Bar DM amt b Bond BO. Renee Bccd Bond Byer20Bond Index kdex Bond Bryan 11 -Bond lodes Bad Byer One -Year Noe Index New Issue Sales ($ mom) Long -Term Bonds Negotiated Bads Compel*. Bartle Short Teter Notes 0030 solo M Chop M Wieldy ar ot, one Leo bob napR3r 98-03 unoll 99-21 (0/25) 91-04 (1/20) 9780 -001 9961 (8/15) 9193 (120) 595 unch 070 (120) 573 (825) 583 urch 632 (1120) 571 (824) Cana 0g. 2000 X03 Tell Cheap IT. Or Low Deb 523018 47975 570738 (2/11) $20721 (705) $7136 ;1276 $29057 (2/7) $7136 (929) $15882 46699 $49975 (2/11) 57330 (6131) $2,848 3 415 3 53,237 4 (724) 522571 (327) Long -Ten Bond Sales March 10 Dale Year to Date wive HMO 585% 563% 556% 420% Thry M1030 513 813 1 5139086 6 a0�um 2600 581% 635% 559% 609% 553% 602% 417% 464% hT, et ewes we dVTUm E810 M ACTUAL $2 7656 $4 405 9 1 947 3 3 195 2 8183 12093 1 401 5 4869 Tea vnm 511 047 5 5136 3210 KO) Or to dr (120) 571% (97) (120) 549% (924) (120) 5.43% (924) (5/17) 391% (1/5) Slog 111000 REVISED 543809 2 470 7 1 855 9 3332 s.easam 56641 6 $131 9151 REVISED $65656 5 5410 906 8 1294 7 Thu ow 515 9682 5170911 6 This week's went kxeudas sales waded adose on Rday Next weeds esdrnated volume now secludes bond t'rgs on e 'day a day' schedule. RECEIPT FOR BONDS FIRST UNION NATIONAL BANK hereby acknowledges receipt of $10 000 000 aggregate pnncipal amount of Village of Key Biscayne Florida Capital Improvement Revenue Bonds Senes2000 IN WITNESS WHEREOF I hereunto set my hand this 31st day of October 2000 FIRST UNION NATIONAL BANK 1> C/ /3 000 By 7' ✓mat Paul Vincent Vice President ADORNO 8c ZEDER A PROFESS ONAL A5500 ATION 60 SOUTH BAVSHORE DRIVE SUITE 600 MIAMI FLORIDA 33133 TELEPHONE (305) 858 5555 www ado no coin October 31 2000 The Village Council of the Village of Key Biscayne Key Biscayne Flonda First Umon National Bank Charlotte North Carolina Re $10 000 000 Village of Key Biscayne Flonda Capital Improvement Revenue Bonds Senes 2000 c Ladies and Gentlemen FACSIMILE (305) B56-4 77 We have acted as bond counsel m connection with the issuance by the Village of Key Biscayne Flonda (the Village ) of its $10 000 000 Capital Improvement Revenue Bonds Senes 2000 initially issued and delivered on this date (the Bonds ) pursuant to the Constitution and laws of the State of Flonda mcludmg particularly Part II of Chapter 166 Flonda Statutes as amended the Charter of the Village and other applicable provisions of law (collectively the Act ) Ordinance No 2000 8 duly adopted by the Village Council of the Village on July 11 2000 and Resolution No 2000 57 adopted on October 24 2000 (collectively the Bond Ordinance ) We have examined the Act the Bond Ordmance and such certified copies of the proceedings of the Village and of such other documents as we have deemed necessary to render this opinion As to the questions of fact material to our opinion we have relied upon representations of the Village contained in the Bond Ordmance and m the certified proceedings and other certifications of public officials furnished to us without undertaking to verify such representations by independent investigation Based on the foregoing we are of the opinion that under existing law 1 The Village is duly created and validly existing as a municipality under the Constitution and laws of the State of Florida, with the power to adopt the Bond Ordinance to perform its obligations thereunder and to issue the Bonds 2 The Bond Ordinance has been duly adopted by the Village and constitutes a valid and binding obligation of the Village enforceable in accordance with its -Willis The Bond Ordinance authonzes the Bonds to mature on December 1 2020 30C/ CLOS /320903/013524 0005 0 FORT LAUDERDALE WEST PALM BEACH The Village Council of the Village of Ivey Biscayne Florida First Union National Bank October 31 2000 Page 2 0 C C 3 The issuance and sale of the Bonds has been duly authonzed by the Village The Bonds constitute vand and binding limited obligations of the Village enforceable in accordance with their terns payable in accordance with and as limited by the terms of the Bond Ordinance solely from legally available Non Ad Valorem Revenues (as defined m the Bond Ordinance) of the Village budgeted and appropnated annually by the Village for such purpose The Bonds do not constitute a debt of the Village within the meaning of any constitutional or statutory provision or a pledge of the faith and credit of the Village The issuance of the Bonds shall not directly or indirectly or contingently obligate the Village to levy or to pledge any form of taxation whatsoever therefor nor shall the Bonds constitute a charge hen or encumbrance legal or equitable upon any property of the Village and the owners of the Bonds shall have no recourse to the taxing power of the Village 4 Under existing statutes regulations rulings and judicial decisions interest on the Bonds is excluded from gross income for federal income tax purposes Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations however such interest as taken into account in deteiuumng adjusted current earnings for purposes of computing the alternative minimum tax imposed on corporations under the Internal Revenue Code of 1986 as amended (the Code ) Ownership of the Bonds may result m collateral federal tax consequences to certain taxpayers We express no opinion regarding other federal tax consequences resulting from the ownership receipt or accrual of interest on or disposition of the Bonds The opinion set forth in the preceding paragraph assumes continuing compliance by the Village with certain requirements of the Code that must be met after the date of the issuance of the Bonds in order for interest on the Bonds to be excluded from gross income for federal income tax purposes The failure to meet these requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds The Village has covenanted in the Bond Ordinance to take the actions necessary to comply with such requirements We are further of the opinion that the Bonds are qualified tax exempt obhgations within the meaning of Section 265(b)(3) of the Code Accordingly a financial institutions interest expense allocable to interest on the Bonds will be reduced by 20% under Section 291(a)(3) of the Code (rather than disallowed under Section 265(b) of the Code) J➢C/B C E/320903/013524 0005 ADORNO 8c ZEDER A PRO E55 AL ASSOC AT The Village Council of the Village of Key Biscayne Flonda First Union National Bank October 31 2000 Page 3 5 The Bonds are exempt from the intangible personal property tax imposed pursuant to Chapter 199 Flonda Statutes and from the excise tax on documents imposed pursuant to Chapter 201 Honda Statutes This opinion is qualified to the extent that the rights of the holders of the Bonds and the enforceability of the Bonds and the Bond Ordinance may be limited by bankruptcy insolvency reorganization moratonum and other similar laws affecting creditors rights generally now or hereafter m effect and by the exercise of -Judicial discretion in appropriate cases in accordance with equitable principles } 0 CI CL E/3 310 352 005 Respectfully submitted ADORN() & ZEDER P A 4Q o-„yi. 12 edtidi P4 ADORNO & ZEDER A PROF-SSIONA ASSOC AT ON WEISS SEROTA HELFMAN PASTORIZA & GUEDES, PA ATTORNEYS AT LAW 4- NINA L BONISKE JAMIE ALAN COLE EDWARD G SUEDES STEPHEN J HELFMAN GILBERTO PASTORIZA JOSEPH H SEROTA RICHARD JAY WEISS DAVID M WOLPIN STEVEN W ZELKOWITZ THOMASJ ANSBRO LILLIAN ARANGO DE LA HOZ ALISON 5 BIELER MITCHELL A BIERMAN MITCHELL J BURNSTEIN MIAMI DADE OFFICE 2665 SOUTH BAYSH ORE DRIVE SUITE 420 MIAMI FLORIDA 33133 TELEPHONE (305) 854 0800 TELECOPIER (305) 854 2323 WWW WSH FLALAW COM BROWARD OFFICE 3111 STIRLING ROAD SUITE B FORT LAUDERDALE FLORIDA 33312 ELEPHONE (954) 763 4242 ELECO R (954) 764 7770 OF COUNSEL October 31 2000 The Village Council of the Village of Key Biscayne Florida Key Biscayne Florida First Union National Bank Charlotte North Carolina Adorno & Zeder P A Miami Florida Re $10,000,000 Village of Key Biscayne Florida Capital Improvement Revenue Bonds, Series 2000 Ladies and Gentlemen ELAINE M COHEN DOUGLAS R GONZALES GERALD T HEFFERNAN JOHN R HERIN JR CHRISTOPHER F KURTZ ETER A LICHTMAN KAREN LIEBERMAN 5 RNARD 5 HANDLER MARIE E MATO GARY I RESNICK NANCY RUBIN GA L D SEROTA ARI C SHAPIRO JEFFREY P SHEFFEL NANCY E STROUD SUSAN L TREVARTHEN DA IELA WEISS We have acted as Village Attorney for the Village of Key Biscayne Florida (the Village ) m connection with the issuance of the Village s $10 000 000 Capital Improvement Revenue Bonds Series 2000 (the Bonds ) In such capacity we have examined the following 1 Ordinance No 2000 8 adopted by the Village Council on July 11 2000 and Resolution No 2000 57 adopted by the Village Council on October 24 2000 authorizing the issuance of the Bonds (collectively the Ordinance ) 2 Ordinance No 97 1 adopted by the Village Council on January 16 1997 relating to limitations on indebtedness (the Debt Cap Ordinance ) The Village Council of the Village of Key Biscayne Florida First Union National Bank Adorn & Zeder P A October 31 2000 Page 2 3 The Village Charter as amended (the Charter ) and Chapter 166 Florida Statutes as amended and 4 Such other documents certificates records and proceedings that we have considered necessary to enable us to render this opinion Based on such examinations we are of the opinion that 1 The Ordinance has been duly adopted and no further action of the Village is required to authorize the issuance sale and delivery of the Bonds The Ordinance constitutes the legal valid and binding obligation of the Village enforceable in accordance with its terms except as enforcement may be limited by applicable bankruptcy insolvency reorganization moratorium or other laws relating to or affectmg creditor s nghts generally or by general principles of equity 2 The issuance sale and delivery of the Bonds and the adoption of the Ordinance and compliance with the provisions of each under the circumstances contemplated by them are permitted under the provisions of the Charter and the Debt Cap Ordinance and to the best of our knowledge without undertaking any independent research do not and will not m any way constitute a breach or default under any agreement or other instrument to which the Village is a party or any existmg law regulation court order or consent decree to which the Village is subject 3 To the best of our knowledge there is no action suit proceedmg or investigation at law or m equity before or by any court public board or body pending or threatened against or affecting the Village wherem an unfavorable decision ruling or findmg would matenally adversely affect the Village s obligations under the Ordinance or adversely affect the validity of the Bonds or the secunty for the Bonds Respectfully submitted WEISS SEROTA HELFMAN PASTORIZA & GUEDES P A WEISS SEROTA HELFMAN PASTORIZA 8c. GUEDES PA ADORNO 8c ZEDER A PROF -SS ONAL ASSOC AT ON 260 SOUTH SAVSHORE OR V SU TE 600 MIAMI FLORIDA 33133 TEL PHO E (305) 858 5555 ACS M E (305) 858 4777 www ado nocom JEFFREY D OeCAP 0 Ms Sharon Williams Division of Bond Finance State Board of Adm mstration 1801 Herimage Boulevard Suite 100 Tallahassee Honda 32308 Dear Sharon November 7 2000 Re $10 000 000 Village of Key Biscayne Florida Capital Improvement Revenue Bonds Senes 2000 AR TER 5 DIRcC 40 (305) 860-7276 In compliance with the reporting requirements of Section 218 38 Florida Statutes as amended enclosed please find completed Forms BF 2003/2004 relating to the above referenced financings Because the Bonds were pnvately placed no Official Statement was prepared Shoald you have any questiors or comments regarding the enclosed please do not hesitate to call me JDC/clm Enclosure 300/9 CLOSE/3 -05/0 352 0005 Very truly yours ADO f NQ & ZEDER, P A ZOO- Ce2p Jeffrey D DeCarlo FORT LAUDEROAL W 5' °ALM BEACH STATE OF FLORIDA DIVISION OF BOND FINANCE LOCAL BOND MONITORING SECTION This form represents an update and compilation of the BF2003 BF2004 A and BF2004 B forms Bond nformat.on forms (BF2003) are required to be otxrpieted by local governments pursuant to Chap er 19A 1 003 Fonda Admimstradve Code (F A C ) Bond Disclosure forms 8F2004 A (Competitive Sale) cc 8E2004-8 (Negotiated Sale) are required to be filed with the Div'sion within 120 days of the delivery of the Issue pursuant to Sections 218 38(1)(b)1 and 2 8 38( )(c)1 Honda Statutes (F S) respectively -re' Official Statemens if prepared are required to e ubmitted pursuant to Section 218 38(1) F S °lease comple e all items applicable to the issuer as provided by the F onda Statutes PURSUANT TO SECTION 218 3o9 F S ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS BF2003 BOND INFORMATION FORM PART I ISSUER INFORMATION NAME O° GOVERNMENTAL UNIT Vi !age of Key Biscayne Honda 2 MAILING ADDRESS OF GOVERNMENTAL UN T OR ITS MANAGER 8o West McIntyre Street Suite 201. Key Biscayne Fonda 33149 3 COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION Miami Dade 4 TYPE OF ISSUER COUNTY X CITY AUTHORITY INDEPENDENT SPECIAL DISTR CT DEPENDENT SPECIAL DISTRICT SPECIFY OTHER PART II BOND ISSUE INFORMATION 1 NAME OF BOND ISSUE $10.000 000 Village of Key Biscayne. Honda, Capital Improvement Revenue Bonds, Series 2000 2 AMOUNT ISSUED $ $10 000 000 3 AMOUNT AUTHORIZED $ $10 000.000 4 DATED DATE October 31 2000 5 SALE DATE October 31 2000 6 DELIVERY DATE Odober3l. 9000 7 LEGAL AUTHORITY FOR ISSUANCE FLORIDA STATUTES Chapter 166 SPECIAL ACTS OTHER 8 TYPE OF ISSUE X REVENUE GENERAL. OBLIGATION SPECIAL ASSESSMENT COP (CERTIFICATE OF PARTiC PATION) LEASE PURCHASE SPECIAL OBLIGATION BANK LOAN/LINE OF CREDIT G1 9 A IS THIS A PRIVATE ACTIVITY BOND (PAB)? YES __.X— NO B 1 IF YES DID THIS ISSUE RECEIVE A PAB ALLOCATION? YES NO 2 IF YES AMOUNT OF ALLOCATION $ 10 SPECIFIC REVENUES) PLEDGED % (1) PRIMARY Covenant to budget and appropnate from legally avatlabie non ad valorem revenues (2) SECONDARY (3) OTHER(S) 11 A PURPOSE(S) OF THE ISSUE (I) PR MARY (2) SECONDARY (3) OTHER(S) Finance a portion of the casts of construction of a ft station. poi re station. commi mity center and VIII ge adminis rative offices fnance architectural engineenng environmental legal and other .fanning costs related thereto and pay cos4s of issuance of the Bonds B IF PURPOSE IS REFUNDING COMPLETE THE FOLLOWING (11 FOR EACH ISSUE REFUNDED LIST NAME OF ISSUE DATED DATE ORIGINAL PAR VALUE (PRINCIPAL AMOUNT) OF ISSUE AND AMOUNT OF PA.R VALUE (PRI1COPAL AMOUNT) REFUNDED (2) REFUNDED DEBT HAS BEEN RETIRED OR DEFEASED (3) A DID THE REFUNDING ISSUE CONTAIN NEW MONEY, YES NO B IF YES APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY? 12 TYPE OF SALE COMPETITIVE BID 13 NEGOTIATED X NEGOTIATED PRIVATEPLACEMENT BASIS OF INTEREST RATE CALCULATION 1E INTEREST RATE USED TO STRUCTURE THE BOND ISSUE NET INTEREST COST RATE (NIC) 5 24 /o TRUE INTEREST COST RATE (TIC) / CANADIAN INTEREST COST RATE (CIC) / ARBITRAGE YIELD (ARBI) SPECIFY OTHER 14 INSURANCE/ENHANCEMENTS HUD MBIA SPECIE" OTHER X AGIC _AMBAC CGIC NGM LOC (LETTER OF CREDIT) NOT INSURED CLIC FG(C FSA 15 RATING(S) _ MOODY'S S & P FITCH — DUFF&PHELPS SPECIFY OTHER X NOT RATED c 16 DEBT SERVICE SCHEDULE ATTACH COMPLETE COPY OF SCHEDULE PROVIDING T-IE FOLLOWING INFORMATION MATURITY DATES (MO/DAY/YR) 12/0 12020 COUPON/INTEREST RATES 524,4 ANNUAL INTEREST PAYMENTS See attached PRINCIPAL (PAR VALUE) PAYMENTS See attached MANDATORY TERM AMORTIZATION See attached 17 LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS See attached 2 °ROVIDE THE NAME AND ADDRESS OF THE SENOR MANAGING UNDERWRITER OR SOLE PURCHASER First Union National Ban One First Union Center 7th Floor Charlotte North Carolina 282$8-0612 PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE NO BOND COUNSEL _X_ NO FINANCIAL ADVISOR , NO OTHER PROFESSIONALS BOND COUNSEL(S) Adorn & Zeder. P.A. 2601 South Bayshore Dr: ae Miami Florida 33133 F NANC AL ADVISOR S)/CONSULTANT(S) OTHER PROFESSIONALS We ss Serota Hellman Pas.onza & Guedes PA 2665 South Bayshore Drive Suhe 294 M,an Fionda 30133 20 PAYING AGENT Village of Key Bisryne NOPAYING AGENT 2 REGISTRAR Vidage of Key Biscayne NO REGISTRAR 22 COMMENTS PART 111 RESPONDENT INFORMATION -OR ADDITIONAL INFORMATION THE DIVISION SHOULD CONTACT \ame and T Ue Company Jeff ey 0 DeCarlo Esq Phone 3Q5 860-7276 Adomo&Zeder PA NFORMATION RELATING TO PARTY COMPLETING THIS FORM (H different from above) t acne arc Title Phone Company Date Report Submitted October 31 2000 BF2004 A and BF2004 B NOTE THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEPT THOSE SOLD PURSUANT TO SECTION 154 PART lit SECTIONS 159 PARTS it Ili OR V OR SECTION 243 PART P FLORIDA STATUTES 23 ANY FEE BONUS OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT IN CONNECTION WITH THE BOND ISSUE TO ANY PERSON NOT REGULARLY EMPLOYED OR FNGAGFD BY SUCH UNDERWRITER OR CONSULTANT _S_ NO FEE BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT {) COMPANY NAME FEE PAID $ SERVICE PROVIDED or FUNCTION SERVED 3 (21 COMPANY NAME FEE PAID $ SERVICE PROVIDED or FUNCTION SERVED (3) COMPANY NAME SERVICE PROVIDED or FUNCTION SERVED FEE PAID $ (4) COMPANY NAME SER✓ICE PROVIDED or FUNCTION SERVED FEE PAID $ 24 ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS NO FEES PAID BY ISSUER (1) COMPANY NAME Adomo & Zeder P A SEP DICE PROVIDED or FUNCTION SERVED Band Counset (2) COMPANY NAME Weiss Serota Heitman Pastonza & Guedes P A SERVICE PROVIDED or FUNCTION SERVED Village Attorney (3) COMPANY NAMF SERVICE PROVIDED or FUNCTION SERVED FEE PAID $ 14,000.00 FEE PAID $ 500 00 FEE PAID $ (4) COMPANY NAMF SERVICE PROVIDED or FUNCTION SERVED FEE PAID $ PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTTVE OFFICER OF THE GOVERNING BODY OF THE UNIT OF LOCAL GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOR COORDINATING THE ISSUANCE Of THE BONDS NAME (TypeE/Pnnted) C Samuel Kissinger i i SIGNATURE C�. TITLE Village Manager DATE. Oetnber 31 7000 BF2004 B ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE 25 MANAGEMENT FEE CHARGED BY UNDERWRITER OR PRIVATE PLACEMENT FEE X NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE r 26. UNDERWRITER S EXPECTED GROSS SPREAD X NO GROSS SPREAD c S PER THOUSAND PAR VALUE $ S PER THOUSAND PAR VALUE PART IV RETURN THIS FORM AND THE FINAL OFFICIAL STATEMENT Couner Dehvenes Division of Bond Finance Marling Address State Board of Administration 180 Hermitage Blvd Suite 200 Tallahassee FL 32308 Phone 904/488.4782 FAX 904/413-1315 IF ONE WAS PREPARED TO Division of Bond Finance State Board of Administration P 0 Drawer 13300 Tallahassee FL 32317-3300 REVISED Feb 19961b10304/ 4 $10 000 000 Revised 10/25/00 VILLAGE OF KEv BiSCAYNE FLORIDA Lease Revenue Bond Financing Series 2000 (Village Civic Center Project) Semi Annua Dept Sery ce Schedule 5 2400 / 13 2966 Average Life 1 Semi Annual Annual Date Rate Princ. nal interest credit Spread Risk M9mt. Total D/S Total D/S 31 Oct 00 0 0000/ 1 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 I 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 00 000 262 000 524 000 0 Dec 03 5 2,0 / 0 262 000 00 0 00 0 00 262 000 01 un 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 0 240 / 400 000 252 044 00 0 00 0 00 652 044 01 Jun 06 o 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 1 0 00 661 564 01 JLr 07 5 2,0 / 0 230 560 00 0 00 I 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 1 0 240/ 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 0 I Jun 09 0 240 / 0 206 849 00 0 00 0 00 206 849 890 881 0 t Dec 09 0 240 / 490 000 206 849 00 0 00 0 00 696 84.9 01 Jun 10 5 240 / 0 194 011 00 0 00 ' 0 00 194 01 890 860 01 Dec 10 5 240/ 5 5 000 194 011 00 0 00 ' 0 00 709 011 01 Jun 11 5 240 / 0 180 518 00 000 000 180518 889529 01 Dec 11 5 240 / o40 000 180 518 00 0 00 0 00 720 518 01 Jun 2 5 240 / 0 166 370 00 0 00 I 0 00 166 370 886 888 0 i Der 12 5 24n/ 570 000 166 370 00 0 00 ' 0 00 1 736 370 01 Jun 13 5 240 / 0 151 436 00 0 00 0 00 ' 151 436 887 806 01 Dec 13 5 240/ 600 000 51 436 00 I 0 00 ' 0 00 751 436 01 Jun 14 1 o 2,0/ 0 1s571600 i 000' 000 135 716 887 152 01 Dec 14 I 5 240/ 630 000 135 716 00 0 00 0 00 765 716 01 JJn 15 5 240 / 0 119 210 00 000 000 119210 884926 01 Der 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 1 0 00 0 00 839 190 01 Jun 9 5 240 / 0 43 885 00 ' 0 00 ' 000 43 88,. 883 075 01 Dec 19 o 240/ 815 000 43 885 00 ' 0 00 0 00 858 885 I 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 00o $6 967 424 ' $0 I $0 16 967 424 16 084 892 #16 MANDATORY TERM AMORTIZATION The principal of the Bonds shall be subject to mandatory redemption in seventeen (17) annual installmerts on each December 1 commencing December 1 2004 (each a Scheduled Due Date ) The amount of zacn such installment shall be as follow. Principal Year Installment Dne 2004 $380 000 200> 400 000 2006 420 000 200' 440 000 2008 465 000 2009 490 000 2010 515 000 2011 540 000 2012 >70 000 2013 600 000 2014 630 000 20 b 66> 000 2016 700 000 2017 735 000 2018 775 000 2019 815 000 2020 860 000 #17 OPTIONAL REDEMPTION PROVISIONS 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 wntten notice to the Owners thereof given by the Village at least three (3) days pnor to the date fixed for prepayment Partial prepayments shall be applied to the matunties of pncipal installments in any order determined by the illage 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 Valise of ((A B) x C) where A= A rate per annum equal to the surr of (1) the band equivalent yield (bid side) of the tJ 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 (n) 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 rratunty B = A rate per ann.im equal to the sum of (t) the bond equivalent yield (bid side) of the L S Treasury security with a maturity closest to the Scheduled Due Date(s) to be prepaid as reported by the Wall Street Tonrnal (or other published source) on the Prepayment Date plus (n) 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 (t) each Affected Principal Amount for each Affected Principal Penod times (u) the number of days in that Affected Principal Penod divided by 360 Affected Principal Amount for an Affected Principal Penod is the principal amount of the Bonds so prepaid Affected Principal Period is each penod from and mcluding a Scheduled Due Date to but excluding the next Scheduled Due Date provided that the first such penod shall begin on and includes the Prepayment Date Present Value is determined as of the Prepayment Date using B above as the discount rate 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 [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 Kev Biscayne Florida 33149 Re $10 000 000 village of Key Biscayne Flonda famiaUmnr venentkevenue�onds_ Senes Dear Sam Notwithstanding the references in Resolution No 2000 57 adopted by the Village Council on October 24 2000 (the Bond Resolution ) authonzmg the above captioned Bonds (the Bonds ) to the first interest payment date being June 1 2001 First Umon 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 resultmg 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 m the Bond delivered to the Bank on the Closmg date Very truly yours FIRST UNION NATIONAL BANK .PVC/9 C 0 /3 1 90/0 3 24 0 5 By Paul Vincent Vice President $10 000 000 Revised' 10/25/00 VILLAGE OF KEY BISCAYNE FLOR DA Lease Revenue Bond Financing Serves 2000 (Village Civic Center Project) Semi Annual Debt Service Schedule 5 2400 / 13 2966 Average Life ' Semr Annual Annual Date Rate P incioal Jnteresi fredd Spread Risk Mpmt Total [l/S Total 0/5 31 Oct00 00000/ 00000,' 31 Oct 00 (Accrued) 0 00 0 00 0 00 0 01 Dec 01 5 240/ 0 1 569 122 22 , 0 00 0 00 569 122 01 Jun 02 5 240 /°' 0 ' 262 000 00 000 0 00 262 000 831 122 01 Dec 02 5 240/ ' 0 i 262 000 00 ' 0 00 0 00 262 000 01 Jun 03 5 240/s 0 262 000 00 1 0 00 0 00 262 000 524 000 01 Dec 03 5 240/ 0 ' 262 000 00 0 00 0 00 262 000 01 JLr 04 5 240/ 0 262 000 00 0 00 0 00 262 000 524 000 0'+ Dec 04 5 240/ 380 000 ' 262 000 00 , 0 00 0 00 , 642 000 01 Jun Oo 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 i 0 00 0 00 696 849 01 Jun 10 5240/ 0 ' 194 011 00 000 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 5240/ 0 ' 151 436 00 000 000 151436 887806 01 Dec 3 5 240/ 600 000 151 436 00 I 0 00 0 00 ' 751 436 01 Jun 14 5240/' 0 13571600 000 000 1 135716 887152 01 Dec 14 5 240/ 630 000 135 716 00 , 0 00 0 00 765 7166 01 Jun 15 5 240/ 0 1 119 210 00 0 00 0 00 119 210 884 926 01 Dec 15 5 240 / 665 000 11921000 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 00 618 447 01 Jun 18 5 240/ 0 i 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 88o 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 DD ' 0 00 0 00 882 o32 $10 000 000 $6 967 424 $0 $0 16 967 424 16 084 892 SCHEDULE ADORNO 8c ZEDER A PROFESSIONAL ASSOCIATION 2601 SOUTH BAYSHORE DRIVE SUITE 1600 MIAMI FLORIDA 33133 TELEPHONE (305) 858 5555 FACSIMILE (305) 858 4777 www adorno com JEFFREY D DECARLO Gregory M Viejo V P NationsBank N A 1 S E 3rd Avenue FL7 950 15 03 Miami Florida 33131 2100 Sam Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Suite 201 Key Biscayne Flonda 33149 Gentlemen October 1 1999 WRITER 5 DIRECT 140 305 860 7276 Richard Weiss Esq Weiss Scrota Helfman et al 2655 South Bayshore Drive Suite 420 Miami Florida 33133 Percy Aguila J P Morgan Securities Inc 5201 Blue Lagoon Drive PH Miami Florida 33126 Re $10 000 000 Village of Key Biscayne Flonda Land Acquisition and Capital Improvement Revenue Bonds, Series 1999 Enclosed is a bound transcnpt for the captioned issue It was a pleasure working with you JDC/clm Enclosures JDC/E SC/2 7 27/13524 003 Jeffrey D DeCarlo FORT LAUDERDALE WEST PALM BEACH $10,000,000 VILLAGE OF KEY BISCAYNE, FLORIDA LAND ACQUISITION AND CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 1999 July 30, 1999 S/ SC/ 35 09/13524 003 July 30 1999 $10,000,000 VILLAGE OF KEY BISCAYNE, FLORIDA Land Acquisition and Capital Improvement Revenue Bonds, Series 1999 r CLOSING INDEX 1 Certified copy of Ordinance No 99 6 authonzmg the issuance of the Bonds 2 Certified copy of Resolution No 99 71 authonzmg the issuance of the Bonds 3 Certified copy of Ordinance No 97 1 ( Debt Cap Ordinance ) 4 Specimen of Bond 5 Copy of letter from Bank of Amenca N A d/b/a NationsBank N A (the Bank ) dated July 23 1999 disclosing the information required by the provisions of Section 218 385 Flonda Statutes as amended 6 Copy of notice to the Division of Bond Finance of the impending sale of the Bonds required by Section 218 38 Flonda Statutes as amended 7 Incumbency Certificate 8 Signature and No Litigation Certificate 9 Certificate of Purchaser 10 Arbitrage Certificate 11 IRS Form 8038 G 12 Certificate regarding Compliance with Debt Cap 13 Certificate of Village as to Computation of Interest Rate in Compliance with Section 215 84(3) Flonda Statutes 14 Bank s Receipt for the Bonds 15 Opinion of Adorno & Zeder P A 16 Opinion of Weiss Scrota Helfuian Pastonza & Guedes P A Village Attorney 17 Division of Bond Fmance Form 2003/2004 18 Letter from Bank regarding U S Treasury Rates as of Lock In Date DMS/ SC/23 9/ 352 3 VILLAGE OF KEY BISCAYNE Office of the Village Clerk V llag C s/ J 1 Ras My G goryC H a V My Sc a Bas March Fd L n B ou ek Alan H F n M cm F d R b Oldak w le nag Clerk C nchct H Alvarez CMC CERTIFICATION STATE OF FLORIDA COUNTY OF MIAMI DADE I Conchrta H Alvarez duly appointed Village Clerk of the Village of Key Biscayne Flonda do hereby certify that the attached is a true and correct copy of Ordinance 99 6 adopted by the Village Council on June 22, 1999 IN WITNESS WHEREOF I hereunto set my hand and affix the Seal of the Village of Key Biscayne Honda this 28th day of July 1999 Aca(d/e/ to H Alvarez CMC e Clerk ge of Key Biscayne Flonda 85 West McIntyre Street Key Biscayne Honda 33149 (305) 365 5506 Fax (305) 365 8914 MISSION STATEMENT TO PROVIDE A SAFE QUALITY COMMUNITY ENVIRO\MENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT ORDINANCE NO 99 6 AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE, FLORIDA AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $10,000,000 OF LAND ACQUISITION AND CAPITAL IMPROVEMENT REVENUE BONDS OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, PROVIDING FOR A SUPPLEMENTAL RESOLUTION SETTING FORTH THE DETAILS OF SAID BONDS, AND PROVIDING AN EFFECTIVE DATE WHEREAS the Village Council (the Council ) of the Village of Key Biscayne Flonda (the Village ) desires to authonze the issuance of not exceeding $10 000 000 Land Acquisition and Capital Improvement Revenue Bonds (the Bonds ) or bond anticipation notes (the Notes ) for the purpose of purchasing land to be used for Village purposes financing costs incident to the purchase of such land such as survey and legal fees financing a portion of the costs of construction of a fire station police station community center and Village administrative offices financing architectural engmeenng environmental and other planning costs related thereto and paying costs of issuance of the Bonds or Notes and WHEREAS the Council desires that the Bonds or Notes be secured by legally available non ad valorem revenues of the Village as further specified by subsequent resolution of the Council NOW THEREFORE, BE IT ORDAINED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE FLORIDA AS FOLLOWS Section 1 In accordance with the provisions of the Charter of the Village of Ivey Biscayne Honda and Chapter 166 Honda Statutes there are hereby authonzed to be issued Land Acquisition and Capital Improvement Revenue Bonds (or Bond Anticipation Notes) of the Village in an aggregate principal amount not to exceed $10 000 000 in one or more senes for the purpose of purchasing land to be used for Village purposes financing costs incident to the purchase of such land such as survey and legal fees financing a portion of the costs of construction of a fire station police station community center and Village administrative offices financing architectural engineering environmental and other planning costs related thereto and paying costs of issuance of the Bonds or Notes If Bonds are issued they shall be designated Village of Key Biscayne Flonda Land Acquisition and Capital Improvement Revenue Bonds Senes or such other designation as may be approved by supplemental resolution shall be dated such date shall be in such denominations shall be stated to mature in such year or years not later than twenty (20) years from their date of issuance shall bear interest from their dated date at a rate or rates not exceeding the maximum rate permitted by law at the time of issuance of the Bonds shall be subject to redemption at the option of the Village at such times and pnces and shall have such other details all as shall hereafter be determined by the Council by supplemental resolution If Notes are issued, they shall be designated Village of Key Biscayne Flonda Land Acquisition and Capital Improvement JIDC✓ RISC/20992 /13524 003 a Revenue Bond Anticipation Notes Senes or such other designation as may be approved by supplemental resolution shall be dated such date shall be in such denominations shall be stated to mature m such year or years not later than three (3) years from their date of issuance (not including any renewals or extensions of the Notes) shall bear interest from their dated date at a rate or rates not exceeding the maximum rate permitted by law at the time of issuance of the Notes shall be subject to redemption at the option of the Village at such times and pnces and shall have such other details all as shall hereafter be determined by the Council by supplemental resolution The supplemental resolution may be adopted and the Bonds or Notes may be issued at any time after the effective date of this Ordinance Section 2 The Village Manager is hereby authorized to negotiate with banks or other financial institutions for the purchase of the Bonds or Notes and with respect to the terms of the Bonds or Notes The Village Attorney Bond Counsel and the Financial Advisor to the Village are hereby authorized to draft documents and to do all other things necessary to accomplish the issuance and sale of the Bonds or Notes Section 3 This Ordinance will become effective immediately upon adoption on second i. reading PASSED AND ADOPTED on first reading this 8th day of June 1999 PASSED AND ADOPTED on second reading this 22nd day of June 1999 "'aye, CONCHITA H. ALVAREZ CMC VILLAGE C JOE 1 RASCO MAYOR APPROVED AS TO FORM AND LEGAL SUFFICIENCY RICHARD JA ISS M AO t ATTORNEY 0 0 .TOC/8 MISC/207924 2/13524 003 2 VILLAGE CHIC CENTER FINANCING PLAN LONG TERM 1999 CAPITAL BUDGET The 1999 Goals and Objectives required that the following Long Term Capttat Budget be prepared for the following list of major projects with assnr'ated costs, funding, essttmatedconstauction schedule, and a tentative borrowing plan Land acquisition costs are to accordance fr Ut contracts and construction costs are based on histono square foot estimates and other standard cost information available at this tune, l sently a 20% contingency fee is added to each project, however as planning proceeds estimates shall be further refined. Final costs only be determined upon project completion PROJECT COST (SORROWING SCHEDULE Phase One Phase Two Phase Three 1999 2000 2001 L Land Acquisitions S3 483 000 $3 483 000 8 560 Crandon Boulevard hope, C. County Property (East Enid Dnve) D Ba , . Pare 53,2.55 000 Sl 51 000 000 II. Coustnzctlaa Projects A. Community Center 53 000 000 53 000 000 0 B. FireStatioa 52,200 000 52,200 000 Police/Emergency Services 52,000000 52,000 000 Administrative Offices 5900 000 $'00 000 Z. Village Hall (Council Thumbed heater) 5550 000 5550 000 F Beach Park (Recreation Reserve Fund) SO { h G Beach Renounshment (Village Share) SO (Inducted m Annual Capital Budget) (7, H. Sanitary &'n (Village Share 5 /)* 5400 000' • ■ $400 000• (Total estimated cost $8,000 000) L Architect, Engineer Environmental, Legal, etc Long Term Borrowing (proposed projects) Less. Current Facrthes Reserve 53,500 000 520,288 000 -53 000 000 59 855 000 56 033 000 51,500 000 51000 000 51 000 000 $4 400 000 53 000 000 Total Long Tenn Borrowing Cumulative Long Term Borrowing (rounded) ROUNDED TOTAL BORROWING Village Green Debt ROUNDED TOTAL DEBT' S17,288,000 39,855 000 56033 000 1 51400 000 $17,500 000 $10 000 000 516 000 000 $17,500 000 517,500 000 SS 090000 55 090 000 54155 000 53 180 000 515,100,000 520,200 000 520 700 000 000 1 713T CAP $20,300,000 522,400 000 523,700 t.+i.'m1AlA0hT Qc lmATED COST Q)DUE TOUNDETERMINED FINANCING, TOTALS DO NCR' REFLECT ANNUAL DEER" PAYMENT OF APPRDGMATaXS&S1'OSLS MELLION ( VERALVILLAGE COST SIIARINGSCEMARIOS 1tAVE. neat CAt.Q71AltD(sac "Wiliam SieutarySever PMCCiett Cost Simon =modime 2.1999 zoo@j 12215/1999 12215'2000 180 111 I1 1?r15/2oo1 100411 11 SOO 000 00 1.2/15/2002 355 000 500 000 00 17/0567003 375000 00 5000% 5600 ms 0030 500 00000 us 12/152004 482,250,00 00000 12/15/2005 857 250 00 4100000000 00 500 5 000% 463,50000 853,500.00 12/152006 430 000 00 5.00046 444 000 Op 854 t7/ 6 45500000 5.000°% 000.00 1,71�5r2008 423.50800 853 50000 12 45/2008 475.000 00 5.t 00% 402,00000 857 000 00 17/152009 50000090 t000% .o0 854.25000 379250 81 17/15/2010 525000.00 am% 8357500,80 12145/zoli 55900/00 5A0o, 330.508.00 85550000 50o:oon 00 3046000% .25000 12/0522013 8'ilktN10.00 278 75000 654.250(10 2/152014 640,000 00 247.750.00 856,750110 17/ '6701000.0.11 5` X 217.250.00 750.00 1 $00096 185,250,00 X7.250.04 1?115Y2017 740 5.000% 151150,00 8'"5 '.00 t7/#5r20te 775,.'040'90 &000% 118.500.00 85875004 (?/15/2019 6 � 0.000% 79 50o,08 x.500oo 0.�YO 40.750.00 x^75000 855,750 00 YIELD STATISTICS Total 10 0007300.00 6.586.96141 15,585, 30141 Band Year Dollars �t� AverageBond rDdt :131'!2& —_ ------ _-..� _ - - t3.'173 Years Net 5.0000000% Rate Principal Coupon Interest Total pH $10,000,000 Village ofKey Biscayne Florida Community implement Bonds Series 1999 —Rate i 5tOQ% and 2U -Year Term -- DEBT SERVICE SCHEDULE interestCostNC) _ True Interest Cast - ... — - eond Yield br 30 --_ --_ __—____ ----- 5.8000000% ?as'" 5.000628496 A0 Indwh,Q Cost (AIC)_,.,,,. ,,, �"-"^—.—...-_.,. IRS FORM 8038 Net Intaest Cwt,_ Weighted Average Maturity_ _ Own RauseherrOmToreted POOrq Finance 3Oliata /11013501/8 5 0000300% 13473 Years Fife a f?mmnvsf fOrn20yr SINGLE PURPOSE 6,1/1999 ff 15.444 2E26 LLB SOM. TT 9T 00/70/90 AO ISigr ? r ; 1 t c c 1 b Q VILLAGE OF KEY BISCAYNE Office of the Village Clerk Vflag Co 1 J et Ras May Geg ryC Han V My Scott Bas March Fdez L n B u k Alan H F n M cm rF d Rob c Oldak w ki V!la G k C nchna H Al r CMC CERTIFICATION STATE OF FLORIDA COUNTY OF MIAMI DADE I Conchita H Alvarez duly appointed Village Clerk of the Village of Key Biscayne Florida do hereby certify that the attached is a true and correct copy of Resolution 99 71 adopted by the Village Council on July 23, 1999 IN WITNESS WHEREOF I hereunto set my hand and affix the Seal of the Village of Key Biscayne Florida this 28th day of July 1999 ghtle H Alvarez CMC erk of Key Biscayne Florida 85 West McIntyre Street Key Biscayne Honda 33149 (305) 365 5506 Fax (305) 365 8914 MISSION STATEMENT TO PROVIDE A SAFE QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT RESOLUTION NO 99 71 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AUTHORIZING THE ISSUANCE OF LAND ACQUISITION AND CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 1999, OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, IN THE AGGREGATE PRINCIPAL AMOUNT OF $10,000,000 FOR THE PURPOSE OF PURCHASING LAND TO BE USED FOR VILLAGE PURPOSES, FINANCING COSTS INCIDENT TO THE PURCHASE OF SUCH LAND, SUCH AS SURVEY AND LEGAL FEES, FINANCING OR REIMBURSING 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 AND OTHER PLANNING COSTS RELATED THERETO, AND PAYING COSTS OF ISSUANCE OF THE BONDS, AWARDING THE SALE OF THE BONDS TO BANK OF AMERICA, N A , DB/A NATIONSBANK, N A , PROVIDING FOR SECURITY FOR THE BONDS, PROVIDING OTHER PROVISIONS RELATING TO THE BONDS, MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH, AND PROVIDING AN EFFECTIVE DATE WHEREAS on June 22 1999 the Village Council (the Council ) of the Village of Key Biscayne Florida (the Village") adopted Ordinance No 99 6 (the Ordinance ) authorizing the issuance of not exceeding $10 000 000 Village of Key Biscayne Flonda Land Acquisition and Capital Improvement Revenue Bonds Senes 1999 (the Bonds ) for the purpose of purchasing land to be used for Village purposes financing costs Incident to the purchase of such land such as survey and legal fees financing or reimbursing a portion of the costs of construction of a fire station pohce station community center and Village administrative offices financing architectural engineering environmental 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 Bank of America, N A d/b/a NationsBank N A (the Bank ) to purchase the Bonds and WHEREAS the Council desires to set forth the details of the Bonds in this Bond Resolution JDC/ IISC/233859 2/13524 003 1 Aftt NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA Section 1 Authonzation of bonds Pursuant to the provisions of the Bond Resolution and the Ordinance land acquisition and capital improvement revenue bonds of the Village to be designated Village of Key Biscayne Florida Land Acquisition and Capital Improvement Revenue Bonds Senes 1999 (the "Bonds ) are hereby authonzed to be issued in an aggregate principal amount of $10 000,000 for the purpose of purchasing land to be used for Village purposes financing costs incident to the puichaseof such land, such as survey and legal fees financing or reimbursing a portion of the costs of construction of a fire station, police station communitycenter and Village administrative offices, financing or reimbursing architectural engmeenng environmental 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 igtstered form without coupons The pnncapal of and interest on the Bonds shall bepayablewhen due in lawful money of the United States of Amenca by wire transfer orby certified cheek delivered on or pnor to the date due to the registered Owners of the Bonds ("Owners"') ortheww legal representatives at the addresses of the Owners as they appear an the tegistranon books of the Village The Bonds shalfbe dated the date of their issuance and delivery and shall»be initially issued as one Bond in the denomrnatron of $111000 000 The Bonds shall mature on December 1 2019 Subject to adjustment as provided below, the Bonds shall bear interest on the outstanding principal balance from their date of issuance -payable sermanrtuaIly'on thefirrst day pf each June and December (the 'Interest Payment Dates") commencing December 1 19998 at an interest rate equal to 4 715% per annum Interest on the Bonds shall be computed on the basis of a 360 day year based on twelve 30 day months Adjustment oflnterest Rate Upon Determination of Taxability In the event a Deternunation of Taxability shall have occurred, the rate of interest on the Bonds shall be adjusted to a rate equal to a fraction (i) the numerator of which is equal to the interest rate otherwise home by the Bonds and (u) the denominator of which is equal to one (1) minus the Maximum Corporate Tax Rate in effect as of the date of such Determination of Taxability (the Adjusted Interest Rate ) as of and from the date such determination would be applicable with respect to the Bonds (the Accrual Date) The Village shall on the next interest payment date pay to the Owners of the Bonds or any former Owners of the Bonds as may be appropnately allocated an amount equal to the sum of (1) the difference between (A) the total interest that world have accrued on the Bonds at the Adjusted Interest Rate from the Accrual Date to the date of the Determination of Traxabillly and (B) the actual mterest paid by the Village on the Bonds from the AccniaI Date to the date ofltheDetermination of Taxability and (2) any interest and penalties required to be paid as a result wltarry additional State of Florida and federal income taxes unposed upon such Owner arising us a result of such 0 0 Q 0 Sa/B MSC/231859 2/13524 003 2 Determination of Taxability From and after the Determination of Taxability the Bonds shall continue to bear interest at the Adjusted Interest Rate for the period such determination continues to be apphcable with respect to the Bonds This adjustment shall survive payment of the Bonds until such time as the federal statute of limitations under which the interest on the Bonds could be declared taxable under the Code shall have expired A Determination of Taxability shall mean (i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other wntten notification which holds in effect that the interest payable on the Bonds is includable for federal income tax purposes m the gross income of the Owners thereof which notice or notification is not disputed by either the Village or any Owners of the Bonds or (u) a determination by a court of competent junsdiction 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 (in) the admission in wasting 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 Adjustment of Interest Rate for Change in Maximum Corporate Tax Rate In the event that the Maximum Corporate Tax Rate decreases or increases from thirty five percent (35%) the interest rate otherwise borne by the Bonds shall be adjusted to the product obtained by multiplying the interest rate otherwise borne by the Bonds by a fraction (i) the numerator of which is equal to one (1) minus the Maximum Corporate Tax Rate in effect as of the date of adjustment and (n) the denominator of which is equal to 0 65 The interest rate otherwise borne by the Bonds shall be adjusted automatically as of the effective date of each change in the Maximum Corporate Tax Rate As used herein (1) Code means the Internal Revenue Code of 1986 as amended and any Treasury Regulations whether temporary proposed or final promulgated thereunder or applicable thereto and (2) Maximum Corporate Tax Rate means as of any date of determination the highest marginal tax rate (expressed as a decimal) applicable to the taxable income of corporations (as currently set forth in Section 11 of the Code) without regard to any increase in tax designated to normalize the rate for all income at the highest marginal tax rate or to phase out the benefit of graduated tax rates and impose a flat tax at a specified rate (for example the tax imposed by the last two sentences of Section 11(b)(1) of the Code as in effect on the original issue date of the Bonds) which rate on the ongrnal issue date of the Bonds is 35 The pnncipal of the Bonds shall be payable in eighteen (18) annual installments on each December 1 commencing December 1 2002 (each a Scheduled Due Date) The amount of each such installment shall be as follows JDC/8 n 0/233859 2/13524 003 3 Principal Year Installment Due 2002 $355 000 2003 375 000 2004 390 000 2005 410,000 2006 430,000 2007 455 000 2008 475 000 2009 500 000 2010 525 000 2011 550 000 2012 580 000 2013 610 000 2014 6413000 2015 670',000 2016 7054300 O17 7411,000 20y 775,000 2919 811,000 The Bonds are subject to prepayment in whole or m part at any time on at a price of par plus accrued interest to the date of prepayment, plus a premium equal to the Prepayment Fee" described rn Exhibit A attached hereto upon written notice to the Owners thereof given by the Village at least three (3) days pnor to the date fixed for prepayment Partial prepayments shall be applied to the matunties of pnncrpal installments rn 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 Advisor and the Village's Bond Counsel shall approve with the execution of the Bonds by the appropnate officers of the Village with such final prepayment provision set forth therein being conclusive evidence of the approval by the Village Manger THE BONDS SHALL NOT BE DPFMED TO CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE OR A PLEDGEOF THEFAITH AND CREDIT OFTRE VILLAGE BUT SHALL BE PAYABLE EXCLUSIVELY FROM LEGALLY AVAILABLE NON AD VALOREM REVENUES OF THE VILLAGE BOTH AS DEFINED INUITS RESOLUTION THE ISSUANCE OF THE BONDS SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO I FVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THE BONDS CONSTITUTE A CHARGE LIEN OR ENCUMBRANCE LEGAL PR, EQUITABLE UPON ANY PROPERTY OF THE VILLAGE AND THE HOLDERS OF THE BONDS SHALL HAVE NO RECOURSE TO THE POWER OF TAXATION .lops M C12331159 2/13524 003 4 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 authonzed 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 beneficianes 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 peinntted 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 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 hability 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 S➢C/B !CSC/233859 2713524 003 5 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 authonzed 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 rn the case of a mutilated Bond in exchange and substitution for such mutilated Bond upon surrender of such mutilated Bond or rn the case of a destroyed, stolen or lost Bond in hen of and substitution forthe 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 ecl npl'ymg 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 Ifanyanutilated destroyed, lost or stolen Bond shall have matured or be about to mature, rnsteadiof 7sstung a substitute Bond, the Village may pay the pnneipat of and interest an such Bond upon the Owarer 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 foundby anyone and such duplicate Bonds shall be entitled to equal and proportionate benefits and nghtsas to hen on and source and security for payment from the funds al; hhreinafter pledged to the extent as dll 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 vanations as may be necessary and desirable and authorized or permitted by this Resolution JOC/0 3SISC/233859 2/13524 003 6 No R $ UNITED STATES OF AMERICA STATE OF FLORIDA 'VILLAGE OF KEY BISCAYNE LAND ACQUISITION AND CAPITAL IMPROVEMENT REVENUE BONDS SERIES 1999 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 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 pnor prepayment described in the Bond the Bond shall mature on December 1 2019 This Bond is issued under authonty 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 99 6 duly adopted by the Village Council of the Village on June 22 1999 (the Ordinance ) and Resolution No 99 adopted on July 23 1999 (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 purchasing land to be used for Village purposes financing costs incident to the purchase of such land such as survey and legal fees financing or reimbursing 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 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 pnncipal balance from its date of issuance payable semiannually on the first day of each June and December (the 'Interest Payment Dates ) commencing December 1 1999 at an interest rate equal to 4 715% per annum Interest on this Bond shall be computed on the basis of a 360 -day year based on twelve 30 day months Adjustment of Interest Rate Upon Determination of Taxability In the event a Determination of Taxability shall have occurred the rate of interest on the Bonds shall be adjusted to a rate equal Joe/ M SC/233859 2/ 352 003 7 to a fraction (i) the numerator of which is equal to the interest rate otherwise borne by the Bonds and (n) the denominator of which is equal to one (1) minus the Maximum Corporate Tax Rate in effect as of the date of such Determination of Taxability (the Adjusted Interest Rate) as of and from the date such determination would be applicable with respect to the Bonds (the 'Accrual Date) The Village shall on the next interest payment date pay to the Owners of the Bonds or any former Owners of the Bonds as may be appropnately allocated an amount equal to the sum of (1) the difference between (A) the total interest that would have accrued on the Bonds at the Adjusted Interest Rate from the Accrual Date to the date of the Determination of Taxability and (B) the actual interest paid by the Village on the Bonds from the Accrual Date to the date of the Determination of Taxability and (2) any interest and penalties required to be paid as a result of any additional State of Flonda and federal income taxes imposed upon airh Owner arising as a result of such Determination of Taxability From and after the Determination of Taxability the Bonds shall continue to bear interest at the Adjusted Interest Rate for the penod such determination continues to be appltcable with respect to the Bond& This adjustment shall survive payment of the Blonds until such time as the federal statute of limitations under which the interest on the Bonds could be declared taxable under the Code shall have exprred A Determination of Taxability shall mean (i) the- issuance by the Internal Revenue Service of a statutorynotice of deficiency or other written notification which holds in effect that the interest payable on the 13ionuds is mcludabfe for federal income tax purposes_ut the gt'ots income ofthe bsmers thereof which notice or nptificatran is not disputed by either the Village su any Owners of the Bonds or (n) a determination by a court of competent junsdictton that the interest payable on the Bonds is includable for federal income tax purposes in the grass mccme of‘flie Ownerstthereof which determination either is final and non appealable or is not appealed withinilmtrequistte time period for appeal or (i i) the admission rn wnting by the Village toiithe effect that interest on Bond is includah#e for federal income tax purposes rn the gross imcom'e of fhe.Ovgners therdof r Adjustment of Interest Rate for Changern Maximum Corporate Tax Rate In the event that the Maximum Corporate'Pax Rate decreases or increases from thirty five percent (35%) the interest rate otherwise borne by tf)e Bond; sbalf bo adjusted to the product obtained by multiplying the interest rate other viseaborne by a Borid8Llmy i frar>tlon, (i) the numerator of which is equal to one (1) minus) the Maxirriuw Cdrporarz'T Wing in effect as of the date of adjustment and (u) the denominator of which ris equal glut i6 Ilk interest rate otherwise borne by the Bonds shall be adjusted automatically as of the effective date of each change in the Maximum Corporate Tax Rate As used herein (1) Code means the Internal Revenue Code of 1986 as amended and any Treasury Regulations whether temporary proposed or final promulgated thereunder or applicable thereto and (2) Maximum Corporate Tax Rate means as of any date of determination the highest marginal tax rate (expressed as a decimal) applicable to the taxable Income of corporations (as currently set forth in Section 11 of the Code) without regard to any increase in tax designated to JDC/ H 5C/233859 2/13524 093 8 normalize the rate for all income at the highest marginal tax rate or to phase out the benefit of graduated tax rates and impose a flat tax at a specified rate (for example the tax imposed by the last two sentences of Section 11(b)(1) of the Code as in effect on the original issue date of the Bonds) which rate on the original issue date of the Bonds is 35 The principal of this Bond shall be payable in eighteen (18) annual installments on each December 1 commencing December 1 2002 (each a Scheduled Due Date) The amount of each such installment shall be as follows Pnncapal Year Installment Due 2002 $355 000 2003 375 000 2004 390 000 2005 410 000 2006 430 000 2007 455 000 2008 475 000 2009 500 000 2010 525 000 2011 550 000 2012 580 000 2013 610 000 2014 640,000 2015 670 000 2016 705 000 2017 740 000 2018 775 000 2019 815 000 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 Amenca 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 prepayment in whole or in part at any time at a pnce of par plus accnied interest to the date of prepayment plus a premium equal to the Prepayment Fee described below upon wntten notice to the Owners thereof given by the Village at least three (3) days pnor to the date fixed for prepayment Partial prepayments shall be applied to the matunties of pnncipal installments in any order determined by the Village MC/ eSSC/233859 2/13524 003 9 [Insert Final Prepayment Provisions] The Village has covenanted and agreed in the Bond Ordinance to appropnate in its annual budget by amendment if necessary from Non Ad Valorem Revenues lawfully available in each fiscal year amounts sufficient to pay the pnncipal and interest due on the Bonds in accordance with their terms dunng such fiscal year Non -Ad Valorem Revenues means all revenues of the Village denved 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 authonzed by Part III Chapter 166 Flonda Statutes and received by the Village pursuant to Section 25-50 et sec) of the Village Code and (ir) Stortnwater Utility Fees as defined by Section 403 0893(3) Flonda 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 pact of the Village to budget and appropnate such amounts of Non Ad Valorem Revenues shall becumulauve 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 appropnated 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 appropnate does not create any hen 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 dubs 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 appropnate 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 bpn'cs,and other debt rnstnunents) However the covenant to budget and appropnate m its general annual budget for the purposes and if 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 appropnateand budget, by amendment if necessary amounts sufficient to tucet its obligations under the Bond/ Ordinance subject however m all respects to the terms of the Bond Ordinance and the restnctionsdf Section 166 241(3) Flonda Statutes which provides in part, that the governing body of each municipality make appropnations for each fiscal year which in any one year shall not exceed the anionnt to be received from taxation or other revenue sourtes 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 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 THE ISSUANCE OF THIS BOND SHALL NOT DIRECTLY SDC/B MISC/233859 2/13524 803 10 OR INDIREe1LY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THIS BOND CONS ITIUTE A CHARGE T,TFN 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 ongmal 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 wntten instructions as tathe 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 beneficianes of the trust the date of the trust and the name of the trustee The Bonds may be exchanged for Bonds of the same pnncipal amount and matunty and denominations in integral multiples of $250 000 (except that an odd lot is perrmtted 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 hability 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 transfemng 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 pnncipal and interest of which has been paid either at or prior to matunty 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 JDC/ NISC/233859 2/13524 003 11 the State of Flonda 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 Honda or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon all as of the _ day of 1999 VILLAGE OF KEY BISCAYNE, FLORIDA Mayor Village Cleric (SEAL) DC/ M SC/233859 2/1352 003 12 ASSIGNMENT FOR VALUE RECEIVED the undersigned (the Transferor) hereby sells assigns and transfers unto (Please insert name and Social Secunty 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 Secunty 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 insenption on the face of the within Bond shall be construed as though they were wntten out in full according to apphcable 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 (State) JT TEN as Joint tenants with nght of survivorship and not as tenants in common Additional abbreviations may also be used though not in the list above [Attach Schedule I Debt Service Schedule] JOC/ MISC/233859 2113524 003 13 b" © ,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 pnncipal 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 denved 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 (t) Public Service Taxes authonzed by Part III Chapter 166 Florida Statutes and received by the Village pursuant to Section 25-50 et seq of the Village Code and (n) Stormwater Utility Fees as defined by Section 403 0893(3) Flonda 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 mandatettservices„ Such covenant and agreement on the part of the Village to budget and appropnate 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, appropnated 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, winch generate Non Ad Valorem Revenues Such covenant to budget and appropnate does not create any hen 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 pnor 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 appropnate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner descnbed herein Non -Ad Valordw Revenues and placing on the Village a positive duty to appropnate 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 m part that the governing body of each municipality make appropnations 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 Honda Land Acquisition and Capital Improvement Revenue Bonds Senes 1999 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 amounts already on deposit therein will enable the Village to pay the principal of and interest on the ➢C/13 MISC/233859 2/ 3524 003 14 0 Q c 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 $ectiou 9 Investment of bond fund Subject to Section 12 hereof funds in the Bond Fund may be invested in the following investments matunng at or before the time such funds may be needed to pay pnncipal of or interest on Bonds to the extent such investments are legal for investment of municipal funds ( Authonzed Investments ) (a) The Local Government Surplus Funds Trust Fund t fr % (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 pnce for such secunties (c) Interest-beanng 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 prescnbed 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 distnct 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 3OC/B BISC/233859 2/135 4 003 15 a 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 Land Acquisition and Capital Improvement Revenue Bonds Senes 1999' 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 Authonzed Investments matunng 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 pnncipal 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 hen 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 nghts of such registered Owners The Village shall be obligated to apply the proceeds of the Bonds solely for financing costs of the Praje'ct However the Village shall be itrevocably obligated to continue to pay the pnncipal 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 aecounts herein estabhshed and created shall constitute trust funds for the purposes provided herein for such funds and accounts respectively The money m such funds and accounts shall be continuously secured m the same manner as deposits of Village funds are authonzed 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 estabhshment 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 pnonties for application of such revenues and assets d %OC/ 141 C/233859 2/13524 003 16 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 pnvate 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 1999 and neither the Village nor any such entities expect to issue tax-exempt obligations during calendar year 1999 other than the Bonds and the Village s $7 200 000 Stormwater Utility Revenue Bonds Senes 1999 which were treated as qualified tax-exempt obligations under Section 265(b)(3)(D)(ii) of the Code 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 and Capital Improvement Revenue Bonds Senes 1999 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 secunties from lime to time held therein and all investment earnings denved therefrom shall be excluded from the pledge and hen of this Resolution The Village shall not be required to comply with the requirements of this Section 15 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 JnC/8 xisC/233859 2/13524 003 17 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 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 he 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 comnussion as may be required by law to exercise such powers or to perform such duties No covenant, stipulation obligation or agreement herem 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 an 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 descnbed 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 wntten 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 JOC/ MISC/233059 2/13524 003 18 (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 bond holders 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 pnncipal of and interest on the Bonds then outstanding No delay or omission to exercise any nght 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 nghts 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 11, Section 19 Defeasance. The covenants hens 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 Prepayment Fee 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 Amenca which shall not be subject to redemption pnor to theft maturity other than at the option of the holder thereof will provide moneys which shall be sufficient (as evidenced by a venfication report of an independent certified pubhc accountant or firm of accountants) to pay when due the pnncipal 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 DC/8 RISC/233 59 2/ 3 003 19 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 respectto 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 secunties 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 (n) 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 m 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 m accordance with thisSection has been mode with the escrow agent and that theiBonds are deemed to have been paid m accordance with this Section and stating stick m'aturityiorredemption date upon which moneys are to be available for the payment of the principal of premium, if any and iinterest on said Bonds (d) Notwithstanding the foregoing all references to the discharge and satisfaction of Bonds shall include the discharge and satisfaction of any portion of the Bonds (e) If any portion of the moneys deposited with an escrow agent for the payment of the pnncipat 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 seeunng said Bonds or otherwise existing under this Resolution (f) 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 Flonda Statutes The negotiated sale of the Bonds is hereby approved to the Bank at a purchase pnce of par Section 21 Authority of Officers The Mayor the Vice Mayor any member of the Council the Village Manager the Village Clerk, the Finance Director and any other proper official of the Village are and each of them is hereby authonzed 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 timisaction contemplated by this Resolution and the other documents identified herein O 0 MC/ MISC/233859 2/13524 003 20 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 pnncipal 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 clay on which the banks in the State are open for business Section 24 Ratification of Village Manager s actions The Village Council hereby ratifies the actions of the Village Manager in locking in the interest rate on the Bonds on July 21 1999 as evidenced by the Village Manager s letter attached hereto as Exhibit B Section 25 Open meeting findings It is hereby found and determmed 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 abihty 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 Honda Statutes Section 26 Repealing clause. All resolutions or orders and parts thereof in conflict herewith to the extent of such conflicts are hereby superseded and repealed Section 27 Effective Date. This Resolution shall take effect immediately upon its passage and adoption JDC/ M*Ct'/233259 2/13524 003 21 PASSED AND ADOPTED this 23rd day of July 1999 r( Ap/ JOE I RASCO MAYOR CONCHITA H ALVAREZ VII J AGE CT FRK APPROVED AS TO 1 FOAL FORM AND SUFFICIENCY RICHARD J 22 EXHIBIT 'A The Bonds are subject to prepayment in whole or in part at any time on at a pnce 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 three (3) days prior to the date fixed for prepayment Partial prepayments shall be applied to the maturities of pnncipal 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) + LIBOR Breakage where 0 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 matunty closest to the Scheduled Due Date(s) to be prepaid as reported by the Wall Street Journal (or other published source) on July 22 1999 ( Lock In Date ) pins (u) the corresponding swap spread of the Bank on the 1 nck In Date for a fixed rate payor to pay the Bank the fixed rate side of an interest rate swap of that maturity lus (m) 25% B = A rate per annum equal to the sum of (1) the bond equivalent yield (bid side) of the U S Treasury secunty 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 (u) 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 matunty C = The sum of the products of (i) each Affected Principal Amount for each Affected Pnncipal Period times (u) 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 penod shall begin on and includes the Prepayment Date LIBOR Breakage is any additional loss cost or expense that the Bank may incur with respect to any hedge for the fixed rate of the Bond based on the difference Al between the London interbank offetet%te (for U S dollar deposits of the relevant matunty) available in the London interbank market at the beginning of the interest penod in which the Prepayment Date occurs and that which is available in that market on the Prepayment Date Present Value is determined as of the Prepayment Date using B above as the discount rate 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 A-2 0 EXHIBIT (23" July 21, 1999 Ms Jean Bell Bank of America, NA. d/b/aNationsBank, N A 100 S -E 2nd Street, 15th Floor Iviiami Flonda 33131 Re 510,000 000 Village of Key Biscayne Florida Lend Acquisition and Capital Improvement Revenue Bonds Saves 1999 Dear Jean This will confine that as of today you have agreed to lock in the interest rate on the above - captioned bonds (thc"Bonds") The Village hereby agrees that if the Bond issue does not close on or pnor to August 16, 1999 the Village will pay the Bank a Prepayment Foe determined in accordanre with attached Exhibit' A" Village of KeyBiscayne Florida BY Date July 21, 1999 acc/a M MCI sb 211/11.52 00' EXHIBIT "A" The principal of the Bonds shall be payable in eighteen (18) annual installments on each December 1 commencmg December 1 2002 (each a Scheduled Due Date) The amount of each such installment shall be as follows Pnncipal Year Installment Due 2002 $355 000 2003 375 000 2004 390 000 2005 410 000 2006 430 000 2007 455 000 2008 475 000 2009 500,000 2010 525,000 2011 550 000 2012 580 000 2013 610 000 2014 640 000 2015 670 000 2016 705 000 2017 740,000 2018 775 000 2019 815 000 The Bonds are subject to prepayment m whole or m part at any time on at a price of par plus accrued interest to the date of prepayment, plus a premium equal to the Prepayment Fee' descnbed 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 m inverse order of the matunty ofpnncipal installments 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) + LIBOR Breakage where 10C/ M1SC/235423/13524 003 A rate per annum equal to the sum of (1) the bond equivalent yield (bid side) of the U S Treasury secunty with a matunty closest to the Scheduled Due Date(s) to be prepaid as reported by the Wall Street Journal (or other published source) on July 22 1999 ("Lock In Date') plus (n) the corresponding swap spread of the Bank on the Lock In Date for a fixed rate Al 0 e C payor to pay the Bank the fixed rate side of an interest rate swap of that maturity plus (ni) 25% B = A rate per annum equal to the sum of (i) the bond equivalent yield (bid side) of the U S Treasury secunty with a matunty 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 phis (u) 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 matunty C = The sum of the products of (i) each Affected Principal Amount for each Affected Principal Penod times (11) the number of days in that Affected Principal Penod divided by 360 'Affected Prznczpal Amount for an Affected Principal Period is the principal amount of the Bonds so prepaid "Affected Principal Period" is each period from and mcludmg 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 'LIBOR Breakage ' is any additional loss cost or expense that the Bank may incur with respect to any hedge for the fixed rate of the Bond based on the difference between the London interbank offered rate (for U S dollar deposits of the relevant maturity) available in the London interbank market at the beginning of the interest penod in which the Prepayment Date occurs and that which is available in that market on the Prepayment Date 'Present Value is determined as of the Prepayment Date using B above as the discount rate 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 Banks determination thereof shall be conclusive and binding m the absence of manifest error 20C/5 M C/235423/ 352 003 A-2 C VILLAGE OF KEY BISCAYNE Office of the Village Clerk Vila C u J 1RasoMy G g yC Han V May S a Bas Vlazch Fd L nB u k Alan H F n M nm F d R cOldkwiu Va Clek C rich to H Alv CMC CERTIFICATION STATE OF FLORIDA COUNTY OF MIAMI DADE I Conchita H Alvarez duly appointed Village Clerk of the Village of Key Biscayne Florida do hereby certify that the attached is a true and correct copy of Ordinance 97 1 adopted by the Village Council on January 16, 1997 IN WITNESS WHEREOF I hereunto set my hand and affix the Seal of the Village of Key Biscayne Honda this 28th day of July 1999 %/icralvezi H Alvarez CMC erk of Key Biscayne Honda 85 West McIntyre Street Key Biscayne Flonda 33149 (305) 365 5506 Fax (305) 365-8914 MISSION STATEMENT TO PROVIDE A SAFE QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROLGH RESPONSIBLE GOVERNMENT ORDINANCE NO 97-1 AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE FLORIDA, AMENDING CHAPTER 25 OF THE VILLAGE CODE "TAXATION" PROVIDING DEFINITIONS PROVIDING LIMITS ON LONG TERM DEBT OF THE VILLAGE PROVIDING LIMITS ON RESERVE FUNDS REQUIRING SURPLUS FUNDS TO BE USED EITHER TO REDUCE DEBT OR TAXES PROVIDING THAT LONG TERM DEBT LIMITS MAY BE EXCEEDED WITH VOTER APPROVAL PROVIDING FOR SEVERABILITY INCLUSION IN THE CODE AND AN EFFECTIVE DATE WHEREAS on April 9 1996 the Financial Policy Committee was established for the purpose of reviewing all aspects of the proposed Charter Amendments as well as the Village s existing financial policies and t'lliEREAS on June 18 1996 a report was issued by the Financial Policy Committee which contained a series of recommendations and WHEREAS this Council wants to formally adopt those recommendations and to make them part of the Code of the Village of Key Biscayne NOW, THEREFORE BE IT ORDAINED BY THE COUNCIL OF THE VILLAGE OF KEY BISCAYNE FLORIDA as follows Section 1 That Chapter 25 of the Village Code is hereby amended to read as follows 1 Sec 25-1 Definitions (a) Debt Any financial obligation of the Village which is not required to be repaid within one year of its incurrence, excluding Debt payable from an Enterprise Fund If a financial obligation is payable from an Enterprise Fund and from other sources, that portion payable from the Enterprise Fund shall not be included in the calculation of Debt 1/ Underlined text has been added (b) Enterprise Fund A fund established to account for operations which are financed and operated in an independent and self-licguadating manner, including depreciation To constitute an Enterprise Fund, the expense of providing goods or services to the public on a continuing basis must be financed or recovered entirely through user fees and charges Sec 25-2 Limits on Debt The total principal of Debt of the Village shall be limited to the greater of the following (a) 1% of the total assessed value of all property within the Village, as certified to the Village by the Dade County Property Appraiser, for the current fiscal year, or (b) That amount which would require annual principal and interest payments on Debt during any fiscal year to exceed 15 -- of general fund expenditures for the previous full fiscal year Sec 25-3 Reserve Funds To provide for emergencies, the Village shall maintain non -restricted reserve funds in an amount not less than $2,00,0,000 or in an amount greater than $2,000,000 but not greater than 20-s of general fund expenditures for the previous full fiscal year Sec 25-4 Surplus Funds Surplus funds in the general fund at the end of each fiscal year not placed by the Council in a restricted reserve fund shall be used either to reduce Debt or to reduce taxes in the next fiscal year The allocation of surplus funds between restricted reserve funds, Debt reduction and tax reduction shall be at the discretion of the Village Council Sec 25-5 Policy Exceptions The Debt limits established by Sec 25-2 may not be exceeded by the Village unless and until approved by a maiority of the qualified electors of the Village voting in a referendum election Section 2 Severability The provisions of this Ordinance are declared to be severable and if any section sentence clause or phrase of this Ordinance shall for any reason be held to be 2 invalid or unconstitutional such decision shall not affect the validity of the remaining sections sentences clauses and phrases of this Ordinance but they shall remain in effect it being the legislative intent that this Ordinance shall stand notwithstanding the invalidity of any part Section 3 Inclusion in the Code It is the intention of the village Council and it is hereby ordained that the provisions of this Ordinance shall become and made a part of the Code of Key Biscayne Florida that the sections of this Ordinance may be renumbered or relettered to accomplish such intentions and that the word "Ordinance" shall be changed to "Section" or other appropriate word Section 4 Effective Date Section 25-1 25-2 25-4 and 25-5 of this Ordinance shall be effective upon adoption on second reading Section 25-3 shall be effective October 1 2001 PASSED AND ADOPTED on first reading this 10th day of December 1996 PASSED AND ADOPTED on second reading this 16th day of January 1997 (1,-,46,00/ie‘ VILLAGE CLERK -fit___. -. JOHN FESTA MAYOR APPROVED AS TO FORM AND LEGAL SUFFICIENCY RI :TARO JAY WEISS VILLAGE ATTORNEY 103001\ardinance\L T Debt 12 3 No R 1 $10 000 000 UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE OF KEY BISCAYNE LAND ACQUISITION AND CAPITAL IMPROVEMENT REVENUE BONDS SERIES 1999 Registered Owner BANK OF AMERICA N A d/b/a NATIONSBANK N A Pnncipal Amount TEN MILLION DOLLARS KNOW ALL MEN BY THESE PRESENTS that the Village of Key Biscayne Flonda (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 Pnncipal Amount specified above Subject to the nghts of pnor re a ent described in the Bond the Bond shall mature on December 1 9J � bt This Bond is iss a un er au onty o an in 1 comp ante with die Constitution and laws of the State of Flonda, including particularly Part II of Chapter 166 Florida Statutes as amended the Charter of the Village Ordinance No 99 6 duly adopted by the Village Council of the Village on June 22 1999 (the Ordinance ) and Resolution No 99 71 adopted on July 23 1999 (the Resolution and collectively with the Ordmance the Bond Ordmance) and is subject to the terms of said Bond Ordinance This Bond is issued for the purpose of purchasing land to be used for Village purposes fmancmg costs incident to the purchase of such land such as survey and legal fees financing or reimbursing a portion of the costs of construction of a fire station police station, community center and Village administrative offices financing or reimbursmg architectural engmeenng environmental and other plannmg 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 outstandmg principal balance from its date of issuance payable semiannually on the first day of each June and December (the Interest Payment Dates ) commencing December 1 1999 at an interest rate equal to 4 715% per annum Interest on this Bond shall be computed on the basis of a 360 day year based on twelve 30 day months Adjustment of Interest Rate T Tpon Determination of Taxability In the event a Determmation of Taxability shall have occurred the rate of interest on the Bonds shall be adjusted to a rate equal to a fraction (i) the numerator of which is equal to the interest rate otherwise borne by the Bonds and (n) the denominator of which is equal to one (1) minus the Maximum Corporate Tax Rate in effect as of the date of such Determination of Taxability (the Adjusted Interest Rate ) as of and from the date such determination would be applicable with respect to the Bonds (the Accrual Date) The Village shall on the next Interest Payment Date pay to the Owners of the Bonds or any former Owners of the Bonds as may be appropnately allocated an amount equal to the sum of (1) the difference between (A) the total interest that would have accrued on the Bonds at the Adjusted Interest Rate from the Accrual Date to the date of the Detemunation of Taxabihty and (B) the actual interest paid by the Village on the Bonds from the Accrual Date to the date of the Determination of Taxability and (2) any interest and penalties required to be paid as a result of any additional State of Flonda and federal income taxes imposed upon such Owner arising as a result of such Determination of Taxability From and after the Determmation of Taxability the Bonds shall continue to bear interest at the Adjusted Interest Rate for the period such detennmation continues to be applicable with respect to the Bonds This adjustment shall survive payment of the Bonds until such time as the federal statute of limitations under which the interest on the Bonds could be declared taxable under the Code shall have expired A Determination of Taxability shall mean (i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other wntten notification which holds in effect that the interest payable on the Bonds is includable for federal income tax purposes m the gross income of the Owners thereof which notice or notification is not disputed by either the Village or any Owners of the Bonds or (n) a determination by a court of competent jurisdiction that the mterest payable on the Bonds is includable for federal mcome tax purposes in the gross mcome of the Owners thereof which determination either is final and non appealable or is not appealed within the requisite time penod for appeal, or (m) the admission in writing by the Village to the effect that interest on Bonds is includable for federal income tax purposes m the gross mcome of the Owners thereof Adjustment of Interest Rate for Change in Maximum Corporate Tax Rate In the event that the Maximum Corporate Tax Rate decreases or increases from thirty five percent (35%) the interest rate otherwise borne by the Bonds shall be adjusted to the product obtained by multiplying the mterest rate otherwise borne by the Bonds by a fraction (i) the numerator of which is equal to one (1) minus the Maximum Corporate Tax Rate m effect as of the date of adjustment and (n) the denominator of which is equal to 0 65 The interest rate otherwise bome by the Bonds shall be adjusted automatically as of the effective date of each change m the Maximum Corporate Tax Rate As used herein (1) Code means the Internal Revenue Code of 1986 as amended and any Treasury Regulations whether temporary proposed or final promulgated thereunder or applicable thereto and (2) Maximum Corporate Tax Rate means as of any date of determination the highest marginal tax rate (expressed as a decimal) apphcable to the taxable income of corporations (as currently set forth m Section 11 of the Code) without regard to any increase in tax designated to nonnahze the rate for all income at the highest marginal tax rate or to phase out the benefit /of graduated tax rates and impose a flat tax at a specified rate (for example the tax imposed by the last two sentences of Section 11(b)(1) of the Code as m effect on the ongmal issue date of the Bonds) which rate on the ongmal issue date of the Bonds is 35 2 atna —,raaa N The principal of tills Bond shall be payable in eighteen (18) annual installments on each December 1 commencing December 1, 2002 (each a Scheduled Due Date ) The amount of each such installment shall be as follows Pnncipal Year installment Die 2002 $355 000 2003 375 000 2004 390 000 2005 410 000 2006 430 000 2007 455 000 2008 475 000 2009 500 000 2010 525 000 2011 550 000 2012 580 000 2013 610 000 2014 640 000 2015 670 000 2016 705 000 2017 740 000 2018 775 000 2019 815 000 Attached hereto as Schedule T is a debt service schedule for the Bonds based upon the above mterest rate and principal payment schedule The principal of and mterest on this Bond are payable m lawful money of the United States of Amenea by wire transfer or by certified check delivered on or pnor to the date due lo the registered Owner or lus legal representative at the address of the Owner as it appears on the registration books of the Village This Bond is subject to prepayment m whole or m part at any time at a puce 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 three (3) days prior to the date fixed for prepayment Partial prepayments shall be applied to the maturities of pnncipal installments m any order determmed by the Village For each date on which a prepayment occurs C 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) + LIBOR Breakage where 3 AW A= B= 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 July 22 1999 ( Lock In Date) plus (u) 117'' l2 basis pomts (1 175%) plus (m) 25% A rate per annum equal to the sum of (i) the bond equivalent yield (bid side) of the U S Treasury security with a matunty 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 (u) 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 (1) each Affected Principal Amount for each Affected Principal Penod times (u) the number of days in that Affected Pnncipal Penod divided by 360 Affected Pnnczpal Amount for an Affected Principal Period 1s the principal amount of the Bonds so prepaid "Affected Principal Period" is each penod from and mcludmg a Scheduled Due Date to but excluding the next Scheduled Due Date provided that the first such penod shall begm on and includes the Prepayment Date "LIBOR Breakage" is any additional loss cost or expense that the Bank may mcur with respect to any hedge for the fixed rate of the Bond based on the difference between the London interbank offered rate (for U S dollar deposits of the relevant maturity) available in the London interbank market at the hemming of the interest penod m which the Prepayment Date occurs and that which is available in that market on the Prepayment Date "Present Value" is determined as of the Prepayment Date using B above as the discount rate 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 m the absence of manifest error The Village has covenanted and agreed in the Bond Ordmance to appropnate in its annual budget, by amendment if necessary from Non -Ad Valorem Revenues lawfully available m each fiscal year amounts sufficient to pay the principal and interest due on the Bonds m accordance with their terms dunng 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 4 0 7- legally available to make the payments required under the Bond Ordmance other than (1) Public Service Taxes authonzed by Part III, Chapter 166 Flonda Statutes and received by the Village pursuant to Section 25 50 et seq of the Village Code and (n) Stormwater Utihty Fees as defined by Section 403 0893(3) Flonda 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 appropnate 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 appropnated and actually paid Notwithstandmg the foregomg covenant of the Village the Village does not covenant to maintain any services or programs now provided or mamtained by the Village which generate Non Ad Valorem Revenues Such covenant to budget and appropnate does not create any hen upon or pledge of such Non Ad Valorem Revenues nor does it preclude the Village from pledgmg m 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 appropnate 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 (includmg the payment of debt service on bonds and other debt mstruments) However the covenant to budget and appropnate m its general annual budget for the purposes and m the manner stated m the Bond Ordinance shall have the effect ofmakmg available m the manner described herem Non Ad Valorem Revenues and placing on the Village a positive duty to appropnate and budget by amendment if necessary amounts sufficient to meet its obligations under the Bond Ordinance subject however m all respects to the terms of the Bond Ordinance and the restrictions of Section 166 241(3) Flonda Statutes, which provides m part, that the governing body of each mumcipahty make appropnations for each fiscal year which, m 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 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 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 ongmat registered Owner and each successive registered Owner of this Bond shall be conclusively deemed to have agreed and consented to the followmg terms and conditions 5 1 The Village shall keep books for the registration of Bonds and for the registration of transfers of Bonds as provided m the Resolution Bonds may be transferred or exchanged upon the registration books kept by the Village upon delivery to the Village together with wntten instructions as to the details of the transfer or exchange of such Bonds m form satisfactory to the Village and with guaranty of signatures satisfactory to the Village along with the social secunty 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 beneficianes of the trust the date of the trust and the name of the trustee The Bonds may be exchanged for Bonds of the same pnincipal amount and maturity and denominations m 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 mamtarned 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 m which the pnvilege of exchanging Bonds or transfemng Bonds is exercised the Village shall execute and deliver Bonds m 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 penod of fifteen (15) days next preceding an interest payment date on such Bonds 4 All Bonds the principal and mterest of which has been paid, either at or pnor 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 outstandmg 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 m due time form and manner as required by the Constitution and the laws of the State of FIonda applicable thereto 6 IN WITNESS WHEREOF the Village of Key Biscayne Flonda 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 Flonda or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon, all as of the 30th day of July 1999 VILLAGE OF KEY BISCAYNE FLORIDA 7 ASSIGNMENT FOR VALUE RECEIVED the undersigned (the Transferor) hereby sells assigns and transfers unto (Please insert name and Social Secunty 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 withm 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 m every particular without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supphed The following abbreviations when used m the mscnption on the face of the within Bond shall be construed as though they were wntten out m full accordmg 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 Umform Gifts to Minors the entirety Act of (State) TT TEN as Joint tenants with nght of survivorship and not as tenants m common Additional abbreviations may also be used though not m the hst above 0 8 Schedule I Debt Service Schedule BOND DEBT SERVICE Village of Key Biscayne 1999 Bank Loan Period Annual Ending Pnncipal Coupon Interest Debt Service Debt Service 12/01/1999 158 476 39 158 476 39 158 476 39 06/01/2000 235 750 00 235 750 00 12/01/2000 235 750 00 235 750 00 471 500 00 06/01/2001 235 750 00 235 750 00 12/01/2001 235 750 00 235 750 00 471 500 00 06/01/2002 235 750 00 235 750 00 12/01/2002 355 000 4 7159' 235 750 00 590 750 00 826 500 00 06/01/2003 227 380 88 227 380 88 12/01/2003 375000 4 715/ 227 380 88 602 380 88 829 761 76 06/01/2004 218 540 25 218 540 25 12/01/2004 390 000 4 715/ 218 540 25 608 540 25 827 08050 06/01/2005 209 346 00 209 346 00 12/01/2005 410 000 4 715% 209 346 00 619 346 00 828 692 00 06/01/2006 199 680 25 199 680 25 12/01/2006 430 000 4 715/ 199 680 25 629 680 25 829 360 50 06/01/2007 189 543 00 189 543 00 12/01/2007 455 000 4 715/ 189 543 00 644 543 00 834 086 00 06/01/2008 178 81638 178 816 38 12/01/2008 475 000 4 715/ 178 816 38 653'816 38 832 632 76 06/01/2009 167 618 25 167 618 25 12/01/2009 500 000 4 715/ 167 618 25 667 618 25 835 236 50 06/01/2010 155 830 75 155 830 75 12/01/2010 " 525000 4 715V 155 830 75 680 830 75 836 661 50 06/01/2011 143 453 88 143 453 88 12/01/2011 550 000 4 7150/ 143 453 88 693 453 88 836 907 76 06/01/2012 130 487 63 130 487 63 12/01/2012 580 000 4 7159' 130 487 63 710 487 63 840 975 26 06/01/2013 116 814 13 116814 13 12/01/2013 610 000 4 715/ 116 814 13 726 814 13 843 62826 06/01/2014 102 433 38 102 433 38 12/01/2014 640 000 4715/ 102 433 38 742 433 38 844 866 76 06/01/2015 87 345 38 87 345 38 12/01/2015 670 000 4 715/ 87 345 38 757 345 38 844 690 76 06/01/2016 71 550 13 71 550 13 12/01/2016 705 000 4 715/ 71 550 13 776 55013 848 100 26 06/01/2017 54 929 75 54 929 75 12/01/2017 740 000 4 715/0 54 929 75 794 929 75 849 859 50 06/01/2018 37 484 25 37 484 25 12/01/2018 775,000 4 715/ 37 484 25 812 484 25 849`968 50 06/01/2019 19 213 63 19 213 63 12/01/2019 815 000 4 7150/ 19 213 63 834 213 63 853427 26 10 000 000 6 193 912 23 16 193 912 23 16 193 91223 236012 1 9 July 23 1999 To Village of Key Biscayne Flonda Re $10 000 000 Village of Key Biscayne Flonda Land Acquisition and Capital Improvement Revenue Bonds Series 1999 Ladies and Gentlemen The undersigned (the `Purchaser' ) has agreed to purchase from the Village of Key Biscayne Flonda (the Village') the Bonds referenced above (the Bonds') The Bonds are being sold directly to the Purchaser The purpose of this letter is to furnish pursuant to the provisions of Subsections (2) (3) and (6) of Section 218 385 Florida Statutes as amended certam information with respect to the purchase and sale of Bonds as follows (a) There is no managing underwriter for the Bonds (b) There are no finders as defined m Section 218 386 Flonda Statutes as amended with respect to the Bonds (c) There is no underwnting spread with respect to the Bonds (d) No management fee will be charged by the Purchaser No commitment fee will be charged by the Purchaser No fee bonus or other compensation will be paid by the Purchaser m connection with the Bonds to any person not regularly employed or retained by it The name and address of the Purchaser is Bank of Amenca NA d/b/a NationsBank N A One Southeast 3rd Avenue Miami Florida 33131 (e) (fl (g) The Village is proposing to issue $10 000 000 of Bonds for the purpose of purchasing land to be used for Village purposes financing costs incident to the purchase of such land such as survey and legal fees financmg or reimbursing a portion of the costs of construction of a fire station pohce station, community center and Village administrative officers financing or reimbursing architectural engmeermg environmental and other planning costs related thereto and paying costs of issuance of the Bonds The Bonds are expected to be repaid over 21 years At an interest rate of 4 715% total mterest paid over the life of Bonds will be $6 193 912 23 The source of repayment or security for the Bonds is expected to be 5/ ISC/235709/13524 003 a covenant to budget and appropnate from legally available Non Ad Valorem Revenues of the Village Authonzmg the Bonds will result m a maximum amount of' $834 213 63 of Non Ad Valorem Revenues not being available to finance the other services of the Village each fiscal year for 20 5 years The Purchaser understands that you require no other disclosures with respect to the Bonds 1,4 Very truly yours BANK OF AMERICA N A d/b/a NATIONSBANK N A 444, ➢MS/B SC/2 5 / 35 4 003 By Gregory M Vrje ce President ADORNO 8c ZEDER A PROFESS ONAL ASSOC ATION 260 SOJTH BAYSHORE DRIVE SU TE 600 MIAMI FLORIDA 33133 TELEPHONE (305) 858 5555 FAGS M LE (305) 858 4777 WORLD WIDE WEB http //www ado nocofn JEFFREY D DECARLO VIA FEDERAT, EXPRESS State of Florida Division of Bond Finance State Board of Administration 1801 Hermitage Boulevard Suite 100 Tallahassee FL 32308 Attention Sharon Williams July 26 1999 (fle� , dCCFF WRITER 5 PECT :2 rr N c= 1 0 0 I o z o r' <- r m Re $10 000 000 Village of Key Biscayne Flonda Land Acquisition and Capital Improvement Revenue Bonds Senes 1999 Ladies and Gentlemen We are serving as Bond Counsel for the issuance by the Village of Key Biscayne Flonda of its $10 000 000 Land Acquisition and Capital Improvement Revenue Bonds Series 1999 (the Bonds') The purpose of this letter is to inform you as required by Section 218 38 Flonda Statutes as amended that the Bonds are expected to be sold pursuant to negotiated sale (pnvate placement) on July 30 1999 and issued on July 30 1999 The Bonds are being issued to provide funds to purchase land to be used for Village purposes finance costs mcident to the purchase of such land such as survey and legal fees finance or reimburse a portion of the costs of construction of a fire station police station community center and Village admuustrative offices finance or reimburse architectural engineering environmental and other planning costs related thereto and pay costs of issuance of the Bonds We will send to you Form 200312004 when available If you have any questions please call me at (305) 860 7276 Please acknowledge receipt of this letter and return it to my attention Very truly yours ADORNO & ZEDER, P A 4(744 Jeffre417 DeCarlo JDC/clm DMS/B 150/235 09/13 2 03 FORT LAUDERDALE INCUMBENCY CERTIFICATE Conchita H Alvarez, Village Clerk of the Village of Key Biscayne Flonda (the Village ) DOES HEREBY CERTIFY as follows The following are now and have been continuously since the dates of beginning of their respective terms shown below the duly elected qualified and acting members of the Village Council of the Village (the Council ) and the dates of the beginning and ending of their respective terms are hereunder correctly designated opposite their names 0 Member Scott Bass Martha Fdez Leon Broucek Alan H Fein Mortimer Fned Gregory C Han Robert Oldakowski Joe I Rasco Beginning Date Ending Date Of Term of Current Term November 10 1998 November 12 2002 September 16 1997 November 14 2000 November 10 November 12 November 12 November 10 November 10 1998 1996 1996 1998 1998 November 12 2002 November 14 2000 November 14 2000 November 12 2002 November 14 2000 The following are now and have been continuously since the dates of beginning of their respective current terms of office shown below the duly elected or appomted qualified and acting officers of the Village and the dates of the beginning and endmg of their respective current terms of office are hereunder correctly designated opposite their names Title Mayor Village Clerk Village Manager Village Attorney Name Joe I Rasco Concluta H Alvarez C Samuel Kissinger Weiss Serota Hellman Pastonza & Guedes P A IN WITNESS WHEREOF I have here Village this 30th day of July 1999 DMS/ M SG/235709/1352 003 Beginning Date of Current Term November 10 1998 October 14 1996 March 2 1992 October 29 1991 Ending Date of Current Term November 14 2000 Discretion of Council Discretion of Council Discretion of Council set m hand and affixed the official seal of the SIGNATURE AND NO LITIGATION CERTIFICATE We the undersigned DO HEREBY CERTIFY that 1 We did heretofore cause to be officially documented the $10 000 000 Land Acquisition and Capital Improvement Revenue Bonds Series 1999 of the Village of Key Biscayne Florida (the Village ) dated July 30 1999 issued as one Bond in the principal amount of $10 000 000 (the Bonds ) 2 Gregory C Han, Vice Mayor of the Village has executed the Bonds by his manual signature and that the Vice Mayor was on the date his signature was placed on the Bonds and is now the duly elected qualified and acting Vice Mayor of the Village 3 We have caused the official seal of the Village to be imprinted on the Bonds and Conchita H Alvarez Village Clerk of the Village caused such seal to be attested by her signature and that said Conchrta H Alvarez was on the date her signature was placed on the Bonds and is now the duly appointed qualified and acting Village Clerk of the Village 4 The seal which has been impressed on the Bonds and upon this certificate is the legally adopted proper and only seal of the Village 5 The Village Council by Ordinance No R 99 6 adopted on June 22 1999 and by Resolution No R 99 71 adopted on July 23 1999 (collectively the Bond Ordinance ) has authonzed the issuance of the Bonds and said Bond Ordinance has not been modified or amended since the date of such adoption 6 The Village has complied with all of the agreements and satisfied all conditions on its part to be performed or satisfied at or prior to dehvery of the Bonds 7 No approval authorization consent or other order of any pubhc board or body which has not heretofore been obtained is required for the issuance and delivery of the Bonds 8 No htigation or other proceedings to which the Village is a party are pending or to our knowledge threatened m any court or other tribunal of competent jurisdiction state or federal in any way (a) restraining or enjoining the issuance sale or delivery of the Bonds (b) questioning or affectmg the validity of the Bonds or the covenant by the Village to budget and appropnate from available non ad valorem revenues of the Village as specified m the Bond Ordinance to pay the principal of and interest on the Bonds as provided under the aforesaid documents (c) questioning or affectmg the validity of any proceedings for the authonzation sale execution issuance or delivery of the Bonds (d) questioning or affecting the organization or existence of the Village or the title to office of the officers thereof or (e) questioning or affecting the power and authonty of the Village to issue the Bonds nor do the undersigned have any knowledge that there is any basis therefor ➢MS/ MISC/ 35709/ 3524 03 9 The execution delivery receipt and due performance of the Bonds under the circumstances contemplated thereby and compliance with the provisions thereof do not conflict with or constitute a breach of or a default under any existing law court or administrative regulation decree or order or any agreement indenture lease or other instrument to which the Village is subject or by which the Village is or may be bound 10 There has been no material adverse change in the fmancial condition or operations of the Village since September 30 1998 (the date of its last annual audited financial statements) IN WITNESS WHEREOF we have hereunto set our hands and affixed the official seal of the Village this 30th day of July 1999 (SEAL) 444. 4,4 DMS/B ISC/235 09/13524 03 2 TFRM OF OFFICE FXPIRFS November 14 2000 Discretion of Village Council CERTIFICATE OF PURCHASER The undersigned on behalf of the Purchaser Bank of Amenca N A d/b/a NationsBank N A (the Purchaser ) hereby certifies and acknowledges in connection with the purchase by it of $10 000 000 Village of Key Biscayne Flonda Land Acquisition and Capital Improvement Revenue Bonds Senes 1999 (the Bonds ) that 1 The Purchaser has received executed copies of Ordmance No R 99 6 and Resolution No R 99 71 adopted by the Village Council of the Village of Key Biscayne Flonda (the Village ) on June 22 1999 and July 23 1999 respectively and said Ordinance and Resolution are in form and substance satisfactory to the Purchaser 2 The Purchaser has conducted its own investigations to the extent it deems satisfactory or sufficient into matters relatmg to the business properties management and financial position and results of operations of the Village in connection with the issuance by the Village of the Bonds it has received such information concerning the Village as it deems to be necessary in connection with investment in the Bonds and during the course of this transaction and pnor to the purchase of the Bonds it has been provided with the opportunity to ask questions of and receive answers from the Village concerning the terms and conditions of the offering of the Bonds and to obtain any additional information needed m order to venfy the accuracy of the information obtained 3 The Purchaser has sufficient knowledge and expenence in financial and business matters including purchase and ownership of mumcipal and other tax exempt obhgations to be able to evaluate the nsks and ments of the investment represented by the purchase of the above stated pnncipal amount of the Bonds 4 The Purchaser is aware that certain economic variables could affect the security of its investment in the Bonds and the Purchaser is able to bear the economic nsks of such investment 5 The Purchaser understands that no offenng statement prospectus offenng circular or other comprehensive offenng statement containing material information with respect to the Village and the Bonds is bemg issued in connection with the Bonds and that it has made its own mquny and analysis with respect to the Bonds and the security therefor and other matenal factors affecting the security for and payment of the Bonds 6 The Purchaser acknowledges and represents that it has not sought from Bond Counsel or received from Bond Counsel or looked or relied upon Bond Counsel for any information with respect to the Village or its financial condition, other than rehance upon the Bond Counsel opinion 7 The Purchaser is a bank as defined m Section 3(a)(2) of the Securities Act of 1933 as amended 8 The Purchaser hereby certifies that it is purchasmg the Bonds for its own account for the purpose of mvestment and not for resale at a profit and it has no present intention of reselling 8/ M SC/235 09/13524 003 or otherwise redistnbutmg the Bonds The Purchaser will not sell the Bonds except to another mstitutional or accredited investor who will execute a Certificate of Purchaser m form and substance identical to this Certificate which certifies that it is purchasing the Bonds for its own account and not for resale and will not sell convey pledge or otherwise transfer the Bonds without prior comphance with applicable registration and disclosure requirements of state and federal securities laws 9 Execution of this Certificate is not a waiver of any cause of action that the Purchaser may at any time have against the Village as a result of fraud by the Village in connection with the purchase of the Bonds by the Purchaser Dated this 30th day of July 1999 BANK OF AMERICA N A d/b/a NATIONSBANK N A 60" S/ MISC/235 09/13524 003 By 2 Gregory ce President ARBII'I4AGE CERTIFICATE The undersigned is the Vice Mayor of the Village of Key Biscayne Florida (the Village ) and hereby certifies the following with respect to the Village s $10 000 000 Land Acquisition and Capital Improvement Revenue Bonds Senes 1999 (the Series 1999 Bonds ) The undersigned is the official charged with others with responsibility for issuing the Series 1999 Bonds 1 fieneral .744 (a) The Senes 1999 Bonds are being issued on the date hereof pursuant to Ordinance No 99 6 adopted by the Village Council on June 22 1999 and Resolution No 99 71 adopted by the Village Council on July 23 1999 (collectively the Bond Ordinance ) to provide funds to purchase land to be used for Village purposes finance costs incident to the purchase of such land, such as survey and legal fees finance or reimburse a portion of the costs of construction of a fire station, police station community center and Village administrative offices finance or reimburse architectural engineenng environmental and other planning costs related thereto and pay costs of issuance of the Bonds (the Project ) Capitalized terms used herein but not otherwise specifically defined have the same meanings as when used in the Bond Ordinance (b) This certification is made under 26 CFR § 1 148 2(b)(2) relating to arbitrage bonds as defined in Section 148 of the Internal Revenue Code of 1986 as amended (the Code ) Terms used herein which are not capitalized or specifically defined have the same meanings as when used m 26 CFR §§ 1 148 1 1 148 11 The undersigned has investigated the facts estimates and circumstances in existence on the date hereof Such facts estimates and circumstances together with the expectations of the Village as to future events are set forth in summary form in this certificate On the basis of such facts estimates and circumstances it is not expected that the proceeds of the Senes 1999 Bonds will be used in any manner that would cause the Series 1999 Bonds to be arbitrage bonds within the meaning of the Code and regulations To the best of my knowledge and belief such expectations are reasonable and there are no facts estimates or circumstances that would materially change them 2 Source and T Ise of Proceeds (a) The proceeds received from the sale of the Senes 1999 Bonds will be $10 000 000 (the Sale Proceeds ) representing $10 000 000 principal amount plus accrued interest of $0 (b) $31 000 of the Sale Proceeds will be used within six months of the date hereof to pay costs of issuing the Senes 1999 Bonds (c) The remainder of the Sale Proceeds will be deposited in the Project Fund on the date hereof and used together with all amounts denved from the investment of the Sale Proceeds to pay for costs of the Project The Village reasonably expects that all amounts in the Project Fund will be fully spent within three (3) years from the date hereof ➢MS/ M SC/235799/13 24 03 (d) The Sale Proceeds together with all amounts derived from the investment thereof will not exceed by any amount the amount necessary for the governmental purposes of the Series 1999 Bonds (e) The Village reasonably expects to mcur within six months of the date hereof substantial bmdmg obligations to third parties in an aggregate amount in excess of $500 000 to acquire and construct the Project Work on the Project and the expenditure of the Sale Proceeds will proceed with due dingence to the completion thereof The Village reasonably expects that at least 85 percent of the Sale Proceeds deposited in the Project Fund on the date hereof will be applied to pay costs of the Project within three years of the date hereof (f) No portion of the Sale Proceeds or amounts denved from the investment thereof will be used to pay debt service on any other debt obligation of the Village (g) The Village will not treat any amount in excess of $100 000 as being used to reimburse an expenditure paid before the date hereof unless the requirements of 26 CFR § 1 1 50 2(d) relating to reimbursement allocations are met with respect to such expenditure The preceding sentence shall not apply to preliminary expenditures with respect to a project to the extent that the amount of such expenditures does not exceed 20% of the aggregate issue pnce of the portion of an issue or issues that finance or are reasonably expected to finance the project for which the prehmmary expenditures were incurred Prelunmary expenditures with respect to a project means architectural, engmeenng surveying soil testing costs of issuance and similar costs incurred pnor to commencement of acquisition construction or rehabilitation of the project other than land acquisition site preparation and similar costs incident to commencement of construction (h) The Village reasonably expects that the Project will continue throughout the term of the Series 1999 Bonds to be owned and operated by the Village 3 Flow of Funds (a) The Village is required under the Bond Ordinance on each Interest Payment Date to deposit Non Ad Valorem Revenues into the Bond Fund, which together with other moneys therein are sufficient to pay the principal of and interest on the Senes 1999 Bonds on such Interest Payment Date (b) The Bond Fund has been estabhshed to achieve a proper matching of revenues and debt service within each bond year and will be depleted at least once each year (except for a reasonable carryover amount that will not exceed the greater of one year s earnings on the Bond Fund and 1/12 of annual debt service on the Series 1999 Bonds) All amounts in the Bond Fund will be expended to pay debt service on the Senes 1999 Bonds within 13 months of the date of receipt thereof (12 months if the amounts are interest or income from the investment of such amounts) (c) The Rebate Fund is not pledged to pay debt service on the Senes 1999 Bonds and will not be available if needed to pay such debt service DMS/ M SC/2 5 99/125 0 3 2 4 Yield Restrictions (a) The restrictions set forth m this Section 4 apply to taxable investments For this purpose taxable investments include all investments other than obligations the Interest on which is (i) excluded from gross income for federal mcome tax purposes and (n) not an item of tax preference for federal alternative mmimum tax purposes (b) Sale Proceeds and interest or income denved from the investment thereof will not be invested in taxable investments that produce a yield over the term of the Series 1999 Bonds that is materially higher than the yield on the Series 1999 Bonds (within the meaning of 26 CFR § 1 1482(d)(2)) except as follows (i) Such amounts may be mvested without regard to yield until the date that is 3 years after the date hereof (n) Such amounts that represent investment earmngs may be invested without regard to yield for a 1 year penod begmmng on the date of receipt thereof and (m) An additional amount not m excess of $100 000 may be invested without regard to yield (c) Amounts in the Bond Fund that are not to be used within 13 months of the date of receipt thereof (12 months if the amounts are interest or income from the investment of such amounts) to pay principal or mterest on the Senes 1999 Bonds will not be mvested in taxable investments that produce a yield over the term of the Senes 1999 Bonds that is materially higher than the yield on the Series 1999 Bonds (within the meamng of 26 CFR §1 148 2(d)(2)) except to the extent that the aggregate amount so invested does not exceed the difference between $100 000 and any amount invested pursuant to the $100 000 exception under 4(b)(m) hereof (d) There are no funds or accounts in existence or that are expected to be estabhshed m addition to the funds referred to herein that are reasonably expected to be used (directly or indirectly) or that will be pledged (directly or indirectly) to pay debt service on the Senes 1999 Bonds There are not any amounts that have been reserved or otherwise set aside such that there is a reasonable assurance that such amounts will be available to pay principal or interest on the Senes 1999 Bonds In addition the Village has not entered into and does not reasonably expect to enter into within the next thirty days a hedge contract pnmanly for the purpose of reducing the Village s risk of interest rate changes with respect to the Series 1999 Bonds If any such fund or account is established afterthe date hereof amounts m the fund or account will not be invested at a yield higher than the yield on the Serves 1999 Bonds to the extent necessary to preserve the federal income tax exemption of interest on the Senes 1999 Bonds (e) There are no amounts held under any agreement requiring the mamtenance of amounts at a particular level for the direct or indirect benefit of the owners of the Senes 1999 Bonds or any guarantor of the Series 1999 Bonds excluding for this purpose amounts in which the Village may grant nghts that are superior to the rights of the owners of the Senes 1999 Bonds or any DMS/B M SC/235799/1352 003 3 r guarantor of the Series 1999 Bonds and amounts that do not exceed reasonable needs for which they are maintained and as to which the required level is tested no more frequently than every six (6) months and that may be spent without any substantial restriction other than a requirement to replenish the amount by the next testing date (f) There are no amounts that have a sufficiently direct nexus to the Series 1999 Bonds to conclude that the amounts would have been used for debt service on the Series 1999 Bonds if the proceeds of the Series 1998 Bonds were not being used for those purposes (g) The yield on the Series 1999 Bonds for purposes of this Section 4 is 4 716% computed on the basis of a 30 day month and 360 day year and with mterest compounded semiannually For purposes of computing the yield the issue price of the Series 1999 Bonds is $10 000 000 (the principal amount plus accrued interest) See Exhibit B hereto (h) If any taxable mvestments are subject to yield restrictions under this Section 4 the yield produced by the taxable mvestments shall be computed on the basis of a 30 day month and 360 day year and with interest compounded semiannually For purposes of computing yield the purchase pnce shall be determined as provided in 26 CFR § 1 148 5 and brokerage and selling commissions and yield reduction payments may be taken into account to the extent permitted thereunder 5 Project Fund Amounts on deposit in the Project Fund will be used for the payment of costs of acquisition and construction of the Project No portion of the proceeds of the Bonds will be used for reimbursement of expenditures paid by the Village pnor to the date of issuance of the Senes 1999 Bonds except for (i) preliminary capital expenditures incurred before commencement of acquisition or construction of the Project that do not exceed twenty percent (20%) of the portion of the issue price of the Serves 1999 Bonds and (n) capital expenditures that (A) were paid no earlier than sixty (60) days before the date of the adoption by the Village of a declaration of intent to reimburse such expenditures from the proceeds of obligations and (B) are reimbursed no later than eighteen (18) months after the later of the date the expenditure was paid or the date the Project is placed in service (but no later than three (3) years after the expenditure is paid) Proceeds (if any) used for reimbursement of expenditures will be deposited in the general fund of the Village and will not be used to replace funds of the Village to be used to refund debt of the Village to create a sinking or pledged fund for such debt or the Senes 1999 Bonds or otherwise to create replacement proceeds for such debt or for the Series 1999 Bonds 6 Qualified Tax Exempt Obligations (a) The Village reasonably expects that the aggregate face amount of all tax exempt obhgations issued by the Village (other than the Village s $7 200 000 Stormwater Utility Revenue Bonds Series 1999 (the Stormwater Bonds )) which were treated as qualified tax exempt obligations under Section 265(b)(3)(D)(n) of the Code) during calendar year 1999 will not exceed $10 million. The Village represents that neither the Village nor any subordinate entities or entities ➢MS/ 14 C/23 799/13524 003 4 issuing tax exempt obhgations on behalf of the Village within the meaning of Section 265(b)(3) of the Code have issued tax-exempt obligations durmg calendar year 1999 and neither the Village nor any such entities expect to issue tax exempt obligations during calendar year 1999 other than the Senes 1999 Bonds and the Stormwater Bonds For purposes of this paragraph (a) (i) The Village and all entities that issue obligations on behalf of the Village are treated as the Village and all obhgations issued by any entity subordinate to another entity are treated as issued by such other enttty (n) The term obligation includes any bond or note (whether or not recourse) any warrant any lease purchase agreement and any other instrument that is treated as an obhgation for purposes of section 103 of the Code except that such term shall not include any pnvate activity bond (as defined in section 141 of the Code) or any current refunding obligation (111) An obligation is 'tax exempt if (a) interest on the obligation 18 excluded from gross income for federal income tax purposes (b) at the time of issuance of the obhgation it was represented to the purchaser that interest on the obligation is or may be excluded from such gross income or (c) the proceeds of the obligation were denved (directly or indirectly) from proceeds of a tax exempt obligation (iv) An obligation that is part of an issue is a refunding obligation to the extent that (a) proceeds of the issue are used to pay pnncipal or mterest on an obligation that is part of another issue and (b) the amount of the refunding obligation does not exceed the amount of the refunded obligation (determined at the time of issuance of the refunding obhgation) For this purpose the amount of an obhgation is the stated pnncipal amount plus accrued unpaid interest (or if the ongmal issue premium or discount exceeds 2 percent the present value of the obligation) (v) A refunding obligation is a current refunding obhgation if no portion of the proceeds of the issue of which the refundmg obhgation is a part is used (directly or indirectly) to pay principal interest or call premium on any obligation that is part of another issue more than 90 days after the date of issue of the refunding obligation (b) The Series 1999 Bonds have been designated by the Village as qualified tax exempt obhgations (as defined in section 265(b)(3)(B) of the Code) in Section 13 of the Resolution 7 Miscellaneous (a) No more than 50 percent of the proceeds of the Senes 1999 Bonds will be invested m nonpurpose investments having a substantially guaranteed yield for four years or more (within the meaning of section 149(g)(3)(A)(n) of the Code) More than 85 percent of the spendable proceeds of the Senes 1999 Bonds (within the meaning of section 149(g)(3)(A)(n) of the Code) will be reasonably expended for the governmental purposes withm three years of the date of hereof DMS/ MISC/23 99/13524 3 5 (b) Amounts that are subject to yield restriction under Section 4 hereof (determined without regard to the $100 000 exception) will not be invested (directly or indirectly) in federally insured deposits or accounts (within the meaning of section 149(b)(4)(B) of the Code) if such investment would exceed the limit of 5 percent of the proceeds of the Senes 1999 Bonds contained in section 149(b)(2)(B) of the Code (c) No portion of the proceeds of the Senes 1999 Bonds will be used as a substitute for other funds that were otherwise to be used as a source of financing for any portion of the Project (d) There are no other obligations of the Village (1) that are or will be sold within 15 days of the date hereof and (n) that are to be paid out of substantially the same source of funds (or that will have substantially the same claim to be paid out of substantially the same source of funds) as will be used to pay the Series 1999 Bonds (e) The Village has covenanted that neither the Village nor any person under the control or direction of the Village will make any investment or use of the proceeds of the Series 1999 Bonds that would cause the Series 1999 Bonds to be arbitrage bonds within the meaning of section 148 of the Code No portion of the proceeds of the Senes 1999 Bonds will be intentionally used in the manner descnbed m section 148(a)(1) or (a)(2) of the Code (f) The Village has covenanted to comply with the arbitrage rebate requirements under section 148(0 of the Code to the extent they apply to the Series 1999 Bonds See Section 14 of the Resolution and Exhibit A attached hereto (g) The Village reasonably expects that at least 75 percent of the available construction proceeds (within the meaning of section 148(f)(4)(C)(vi) of the Code) of the Senes 1999 Bonds will be used for construction expenditures with respect to property owned by the Village (h) The Village has covenanted that neither the Village nor any person under the control or direction of the Village will make any use of the Project that would cause the Senes 1999 Bonds to be pnvate activity bonds within the meaning of section 141 of the Code The Project will be owned and operated by the Village and no portion of the Project will be used m the trade or business of any person other than a governmental unit (within the meaning of section 141 of the Code) (i) All investments of amounts deposited in any fund or account created by or pursuant to the Bond Ordinance or otherwise containing gross proceeds of the Senes 1999 Bonds within the meaning of section 148 of the Internal Revenue Code of 1986 (the Code ) shall be acquired disposed of and valued (as of the date that valuation is required by the Bond Ordinance or the Code) at Fair Market Value For this purpose Fair Market Value means the pnce at which a willing buyer would purchase the investment from a willing seller in a bona fide arm s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an estabhshed secunties market (within the meaning of DMS/ MISC/ 35799/13524 003 6 section 1273 of the Code) and otherwise the tenu Fair Market Value means the acquisition puce in a bona fide arm s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired m accordance with applicable regulations under the Code (u) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example a guaranteed investment contract a forward supply contract or other investment agreement) that is acquired m accordance with applicable regulations under the Code (m) the investment is a United States Treasury Security State and Local Government Series that is acquired m accordance with applicable regulations of the United States Bureau of Public Debt or (iv) the investment is in any commingled mvestment fund m which the Village and related parties do not own more than a ten percent (10%) beneficial interest therein and the return paid by the fund is without regard to the source of investment �) The Village will use a consistently applied accountmg method to account for investments and expenditures of proceeds of the Senes 1999 Bonds Allocations of Senes 1999 Bond proceeds to expenditures will be made only with respect to a current outlay of cash of the expenditures The Village will not invest proceeds of the Senes 1999 Bonds in a commingled fund m which the Village owns more than 10 percent of the beneficial interest thereof The Village will mamtam books and records until six years after the date of retirement or redemption of the Senes 1999 Bonds sufficient to (i) estabhsh the accounting method used, (u) account for all investment of proceeds of the Series 1999 Bonds and (m) substantiate the allocation of proceeds of the Senes 1999 Bonds to expenditures In the event such allocations of Senes 1999 Bond proceeds to expenditures are not made within 60 days after the date of five years after the date hereof the Village will use a specific tracing accounting method to account for investment and expenditures of proceeds of the Series 1999 Bonds IN WITNESS WHEREOF the undersigned has hereunto set his hand this 30th day of July 1999 VILLAGE OF KEY BISCAYNE FLORIDA ➢MS/3 SC/23 99/13 003 By 7 ,499 EXHIBIT "A" ARBITRAGE REBATE COVENANTS The Village of Key Biscayne Flonda (the `Village ) hereby covenants to comply with the following provisions and procedures to msure that its $10 000 000 Land Acquisition and Capital Improvement Revenue Bonds Series 1999 being issued on the date hereof (the "Senes 1999 Bonds ) comply with the arbitrage requirements of section 148 of the Code 1 Definitions (a) Capitahzed terms used herein but not otherwise specifically defined have the same meanings as when used in the Arbitrage Certificate to which this document is attached (b) Terms used herein and in 26 CFR §§ 1 148 1 1 148 11 that are not capitalized have the same meanings as when used m such regulations (c) The following definitions apply for purposes of this document Calculation Date means the same day in each calendar year selected by the Village and the date the last Senes 1999 Bond is discharged Gross Proceeds means (i) all amounts actually or constructively received from the sale of the Series 1999 Bonds (exclusive of accrued mterest) and all amounts denved from the investment thereof and (n) all amounts that are part of a sinking fund or reserve or replacement fund for the Series 1999 Bonds Such term shall not include amounts that are part of a bona fide debt service fund for the Series 1999 Bonds Rebate Account Requirement as of any Calculation Date means the rebate amount with respect to the Senes 1999 Bonds as of such date calculated in the manner provided in 26 CFR §§ 1 148 1 -1 148 11 Investments need be taken into account in calculating the rebate amount to the extent that such amounts are eligible for an exemption from the requirements of Section 148 of the Code under Section 148t0 of the Code Rebate Payment Date means sixty (60) days after each succeeding fifth Calculation Date 2 In General In order for interest on the Senes 1999 Bonds to be excluded from gross income for federal income tax purposes arbitrage profits earned from investing all the Gross Proceeds must be paid to the United States no later than each Rebate Payment Date S/8 SC/2 5 99/ 352 03 Al 3 Rebate Fund and Payment (a) The Village shall calculate the Rebate Account Requirement as of each Calculation Date no later than fifty (50) days after each Calculation Date (b) No later than fifty (50) days after each Calculation Date the Village shall deposit in the Rebate Fund the amount if any necessary to increase the amount in such Fund to the Rebate Account Requirement (c) The Village shall pay any amount required to be paid to the United States under section 148(f) of the Code out of amounts in the Rebate Fund no later than each Rebate Payment Date (d) The Village may withdraw from the Rebate Fund any excess of the amount on deposit in the Rebate Fund over the Rebate Account Requirement calculated as of a Calculation Date 4 Rebate Calculations (a) The rebate amount as of any Calculation Date is computed by future valuing certain investment receipts and payments at an interest rate equal to the yield on the Senes 1999 Bonds computed as of the Calculation Date (b) The yield on the Senes 1999 Bonds shall be computed in accordance with 26 CFR § 1 148 4(c) on the basis of a 30 day month and 360 day year and with interest compounded semiannually The yield on the Series 1999 Bonds calculated as of the date hereof is 4 716 percent per annum For purposes of computing the yield the issue pace of the Senes 1999 Bonds is $10 000 000 (c) The Village shall (i) if necessary retain an experienced professional to perform calculations relating to the Rebate Amount (n) consult legal counsel expenenced m matters relating to calculations relating to the Rebate Account Requirement to resolve issues that may arise and for which it is necessary to consult legal counsel and (ui) retain all records with respect to the calculations and any payments to the United States for at least 6 years after the last Series 1999 Bond is discharged (d) Payments to the United States shall be filed with the Internal Revenue Service Center Philadelphia, Pennsylvania 19255 on or before the payment is required to be paid and shall be accompanied by Form 8038-T or such other form as is prescnbed for such purpose 5 Investment Restnetions (a) No investment of Gross Proceeds (other than a United States Treasury security of the State and Local Government Senes) will be acquired for an amount in excess of its fair market value or sold or disposed of for an amount less than its fair market value DM /8 I C/23 99/13 003 A2 (b) The Village shall not enter into any investment contract to invest Gross Proceeds unless (i) the Village makes a bona fide solicitation for an investment contract with specified matenal terms and receives at least 3 bona fide bids from different reasonably competitive providers of investment contracts that have no matenal financial interest in the Series 1999 Bonds (u) the Village purchases the highest yielding investment contract (net of broker fees) for which a quahfying bid is made (m) the determination of the terms of the investment contract takes into account as a significant factor the Village s reasonably expected drawdown schedule for the funds to be invested exclusive of amounts deposited m debt service funds and reasonably required reserve or replacement funds (iv) the terms of the investment contract are reasonable including collateral security requirements (v) the obligor on the investment contract certifies the administrative costs (including any broker fees or commissions) that it is paying (or expects to pay) to third parties in connection with the investment contract and (vi) the yield on the mvestment contract is not less than the yield then available from the obligor on reasonably comparable investment contracts offered to other persons if any from a source of funds other than gross proceeds of tax exempt bonds (c) The Village shall not use Gross Proceeds to purchase a certificate of deposit that is not actively traded in an active secondary market if the certificate of deposit has a fixed interest rate a fixed pnncipal payment schedule a fixed maturity and a substantial penalty for early withdrawal ( CD ) unless the yield on the CD is not less than (i) the yield on reasonably comparable direct obligations of the United States and (ii) the highest yield that is published or posted by the provider to be currently available from the provider on comparable CDs offered to the public IN WITNESS WHEREOF the undersigned has hereunto set his hand this 30th day of July 1999 VILLAGE OF KEY BISCAYNE FLORIDA DNS/ MISC/235 99/ 352 003 By A3 EXHIBIT "8" ISSUE PRICE CERTIFICATE This certificate is dehvered m connection with the issuance of $10 000 000 Village of Key Biscayne Florida Land Acquisition and Capital Improvement Revenue Bonds Serves 1999 being issued on the date hereof (the Senes 1999 Bonds ) Bank of Amenca N A. d/b/a NationsBank N A (the Bank) does hereby certify as follows 1 The Bank is purchasing the Senes 1999 Bonds for its own account and without any intent to reoffer the bonds to the public 2 The total amount paid as the purchase pace of the Senes 1999 Bonds is $10 000 000 representmg $10 000 000 principal amount and SO accrued interest IN WITNESS WHEREOF the Bank has caused this certificate to be executed in its name on this 30th day of July 1999 by one of its officers duly authonzed as of such date BANK OF AMERICA N A d/b/a NATIONSBANK, N A SFS 5/3 MIS /23 99/ 352 003 By B1 Gregory M Vi€JC,(V4de�resident 0 0 0 C _crm 8038-G (Re May 1999) Departmemwm Treasury Int mal Revenue Serape Information Return for Tax Exempt Governmental Obligations 0. Under Internal Revenue Code section 149(e) b.. See separate Instructions Caution Use Form 8038 -GC lithe issue puce is under $100 000 OMB No 1545-0720 Part 1 Reporting Authonty If Amended Return check here ► ❑ 1 Issuer s name Village of Key Biscayne, Florida 2 Issuer s employer identification number 65-0291811 3 Number and street (or PO box f ma I is not del vered to street add ess) 85 West mcIntyre Street Room/suite 201 4 Report number G 1999-2 5 C ty tow 0 post office state a d ZIP code Key Biscayne Florida 33149 6 Date of ssue July 30 1999 7 Name of ssue Land Acquisition and Capital Improvement Revenue Bonds Series 1999 8 CUSIP n mber N/A 9 Name and title of officer or legal representative whom the IRS may call for more nformaton C Samuel Kissinger, Village Manager 10 Tel phon umber of Neer leg I repres tat 'e 305-365-5506 Part II Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule 11 12 13 14 15 16 17 18 ❑ Education ❑ Health and hospital E Transportation ❑Public safety ❑ Environment (including sewage bonds) ❑ Housing $ Utilities ❑ Other Describe ► 11 12 13 14 10, 000, 000 15 16 17 18 19 If obligations are TANs or RANs check box ► 0 If obligations are BANs check box ► 20 If obligations are in the form of a lease or installment sale check box ► 0 ■ j Part Ill Descnption of Obligations (Complete for the entire issue for which this form is being filed ) 21 (a) F nal matunty date (b) Issue pots (c) Stated redemption pnce at matunN (d) Weighted average matunty (e) Yeld 12/1/2019 $ 10 000 000 $ 815 000 13 14 years 4 716 /0 Part IV Uses of Proceeds of Bond Issue (including underwnters discount) 22 Proceeds used for accrued interest 23 Issue pnce of entire issue (enter amount from line 21 column (b)) 24 Proceeds used for bond issuance costs (including underwnters discount) 24 31,000 00 22 0 23 10 000 000 29 31 000 0 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to currently refund prior Issues 27 28 Proceeds used to advance refund pnor issues 28 29 Total (add lines 24 through 28) 30 Norrefurding proceeds of the Issue (subtract line 29 from line 23 and enter amount here) 30 9 969 000 0 1 Part V Description of Refunded Bonds (Complete this part only for refunding bonds ) 31 Enter the remaining weighted average matunty of the bonds to be currently refunded 32 Enter the remaining weighted average matunty of the bonds to be advance refunded 33 Enter the last date on which the refunded bonds will be called 34 Enter the date(s) the refunded bonds were issued ► Part VI years years Miscellaneous 35 Enter the amount of the state volume cap ailoc� tale iissue.under section 141(b)(5) 36a Enter the amount of gross proceeds invested or to be m __gvestetfm lanced Investr�gnt contract (see instructions) b Enter the final maturity date of the guaranteed investment contract{IEO 37 Pooled financings a Proceeds of this issue that are KEbe to malieldeSeoth„Wrgovemmental units b If this issue is a loan made from the proceeds o 35 36a 37a 0 0 0 other tax exempt6ssue check box ti.❑ and enter the name of the _ I and the date of the issue 0.38 lithe issuer has designated the issue under sectuce;265(b) B i ll small issuer exception) check box ► (❑x 39 If the issuer has elected to pay a penalty In ieu o arbitrage rebate check box ► ❑ 40 If the issuer has identified a hedge check box ► ❑ issuer ► Please Sign Here Under penalties of penury 1 declare that I have exam ned N s return and accompanyi g schedules and statements and to the best of my knowledge and bel of they aretru- .o t. and e S gnature of issuer s authonzed repr For Paperwork Reduction Act Notice 31F FED6403F Y-4 7/30/99 entabve Date page 2 of the Instructions ISA C Samuel Kissinger V llage Manage — Type or print name and title Form 8038 G (Re 5-99) 0 ADORNO 8c ZEDER A PRO ESS ONA. ASSOC AT ON 260 50UT SATSHORE OP SL T 600 MIAMI FLORIDA 33133 TE E 0 E (305; 858 5555 05'1 LE (305) 858 4777 www adorn corn JEFFREY 0 DECARLO CERTIFIED MAIL RETURN RECEIPT REQUESTED Internal Revenue Service Center Ogden UT 84201 August 31 1999 WR TER S D R£CT (305) 860-7276 Re $10 000 000 Village of Key Biscayne Florida, Land Acquisition and Capital Improvement Revenue Bonds Senes 1999 To Whom It May Concern Enclosed herewith please find Form 8038 G Information Return for Tax Exempt Governmental Obligations for the above referenced bond issue Please stamp the enclosed copy of this Form received and return same in the enclosed self addressed stamped envelope Thank you in advance for your consideration Very truly yours ADO & ZEDER P A JDC/clm Enclosure 'DC/ MISC/241880/13524 003 Jeffrey D DeCarlo RFcr1 'ray SEP 0 7 igsg � 0(1 OGDEN fin- 1 CPT AUDE DAL EST PA M BEACH CERTIFICATE REGARDING COMPLIANCE WITH DEBT CAP C, The undersigned Village Manager of the Village of Key Biscayne Florida (the Village ) hereby certifies as follows pursuant to the requirements of Ordinance No 97 1 adopted by the Village Council of the Village on January 16 1997 (the Debt Cap Ordinance ) Capitalized terms used and not defined herein shall have the meamngs given to them in the Debt Cap Ordinance (1) The total assessed value of all property within the Village as certified to the Village by the Dade County Property Appraiser for the fiscal year ended September 30 1999 is $2 028 174 208 One percent (1%) of such amount is $20 281 742 ( the Assessed Value Lirrutation ) (2) The Village s $9 200 000 Land Acquisition Revenue Bonds Senes 1993 (the Land Acquisition Bonds ) and the Village s proposed $10 000 000 Land Acquisition and Capital Improvement Revenue Bonds Senes 1999 (the Capital Improvement Bonds ) constitute the only outstanding Debt of the Village within meaning of the Debt Cap Ordinance The currently outstanding amount of the Land Acquisition Bonds is $5 090 000 and the currently outstanding amount of Capital Improvement Bonds is $10 000 000 (the Outstanding Debt ) for a total of $15 090 000 (3) The amount of principal and interest payable during the fiscal year ended September 30 2004 (the year in which combined debt service is the highest) with respect to the Land Acquisition Bonds is $1 129 089 and with respect to the Capital Improvement Bonds is $820 921 13 fora total of $1 950 010 13 (4) Total (budgeted) general fund expenditures of the Village for the fiscal year ended September 30 1998 was $11 045 602 and 15% of such amount is $1 656 840 (the General Fund Expenditure Limitation ) (5) (6) The Outstanding Debt does not exceed the Assessed Value Limitation The amount m (3) exceeds the General Fund Expenditure Limitation IN WITNESS WHEREOF the undersigned has set his hand this 30th day of July 1999 / SC/235709/1352 03 VILLAGE OF KEY BISCAYNE, FLORIDA By C Samuel Kissmgq Village Manager CERTIFICATE OF VILLAGE AS TO COMPUTATION OF INTEREST RATE IN COMPLIANCE WITH SECTION 215 84(3) FLORIDA STATUTES 0 The undersigned Vice Mayor of Key Biscayne Florida hereby certifies that (1) the Village s Land Acquisition and Capital Improvement Revenue Bonds Senes 1999 (the Bonds ) are being issued and sold as a smgle registered Bond maturmg on December 1 2019 in the aggregate pnncipal amount of $10 000 000 on this date (u) such single bond bears interest at the rate of 4 715% per annum (m) as evidenced by the attached copy of a page of The Bond Buyer published on June 30 1999 the average net interest cost rate computed in accordance with Section 215 84(3) Flonda Statutes by adding 300 basis points to 5 45% ( The Bond Buyer 20 Bond Index published immediately preceding the first day of the calendar month in which the Bonds are sold) is 8 45% and (iv) the interest rate on the Bonds equal to 4 715% does not exceed the average net interest cost rate equal to 8 45% Dated as of the 30th day of July 1999 DMS/3 MISC/235709/13524 003 VILLAGE OF KEY BISCAYNE FLORIDA By e 151E BOND BUYER Wednesday June 30 1999 35 Market Indicators Dollar amounts are in millions Daily Municipal Bond Index .� 40 Average Dollar Pnce Average Yield to Par Call AverageYeld to Maturity 30Day Visible Supply ($cowls) Total (June 30) $49263 —$2414 $8 109 6 (3/2) $4 172 4 (2/11) Competitive $2 318 2 $1190 $3 636 0 (3/16) $1 631 0 (6/24) Negotiated $2 608 1 $1224 $5 286 4 (1122) $1 474 1 (4/22) S&Ps Blue List Municipals (June 29) $1 633 1 401 $1 881 5 (6/10) $8346 (2/2) (excluding zero coupon bonds) The 30 -Day Visible Supply reflects the total dollar volume of bonds to be offered at competitive bidding and through negobabon over the next 30 days It includes issues scheduled for sale on the date listed along with anticipated offenngs listed in that days "Competitive Bond Offerings and Negotiated BondO6enngs tables Yesterday 11819 9263 591 555 C Derd Total Chang.DNA +2/32 +004 unch unch Deo chimp 1999 1999 High Dale Low Date 126-01 (1/29) 11812 (6/24) 9762 (1/29) 9246 (6/25) 593 (6/24) 521 (1129) 556 (6/24) 509 (1/29) 1999 1999 High DM Low Date Weekly Rates Bond Buyer Revenue Bond Index Bond Buyer20•Bond Index Bond Buyer 11 Bond Index Bond Buyer One -Year Note Index New Issue Sales ($ mills) Long Term Bonds Negotiated Bonds Competitive Bonds Short Term Notes Long Term Bond Sales Month to Date Year to Date C newt 562% 545% 5385 3 395 9revlou 9/17/99 552/ 538/ 531/ 341/ 1999 169h Det. 562, 545, 538, 341/ Wk 8712/99 Wk o164599 ES7g1ATE ACTUAL $42266 26676 1 559 0 329 4 $4 547 9 27394 1 788 7 1 4651 Thru 7/2/99 Thtu 6/25/99 $42266 $19 115 9 $116 523 2 $112 296 6 (6/24) (6/24) (6/24) (6/16) Wk 86/1999 REVISED $5 8270 35087 2 297 5 1 4321 Thru 6/16/99 $14 568 0 $107 748 7 1999 Low Date 517/ 496/ 490/ 2 87 / (1/28) (1/28) (1/28) (1/27) Wk 864696 REVISED $7 224 8 52544 1 858 6 3 008 4 Th &26196 $29 560 8 $148 950 6 RECEIPT FOR BONDS Bank of America NA d/b/a NationsBank NA hereby acknowledges receipt of $10 000 000 aggregate principal amount of Village of Key Biscayne Florida Land Acquisition and Capital Improvement Revenue Bonds Senes 1999 IN WITNESS WHEREOF I hereunto set my hand this 30th day of July 1999 BANK OF AMERICA N A d/b/a NATIONSBANK N A By DMS/ MISC/ 3 709/1352 003 Gregory M Vie.] s Vi - ' esident ADORNO 8e ZEDER A PRO ESSIONAL ASSOC AT ON 260 SOUTH BAYSHORE DRIVE SU TE 600 MIAMI FLORIDA 33133 TELEPHONE (305) 858 5555 WORLD WIDE WEB http //www adoR10 COT 0 July 30 1999 The Village Council of the Village of Key Biscayne Key Biscayne Florida Bank of Amenca, N A d/b/a NationsBank N A Miami Florida FACSIMILE (305) 655-4777 Re $10 000 000 Village of Key Biscayne Flonda Land Acquisition and Capital Improvement Revenue Bonds Senes 1999 Ladies and Gentlemen We have acted as bond counsel in connection with the issuance by the Village of Key Biscayne Flonda (the Village ) of its $10 000 000 Land Acquisition and Capital Improvement Revenue Bonds Senes 1999 initially issued and delivered on this date (the 'Bonds ) pursuant to the Constitution and laws of the State of Flonda mcludmg particularly Part II of Chapter 166 Flonda Statutes as amended the Charter of the Village and other applicable provisions of law (collectively the Act ) Ordinance No 99 6 duly adopted by the Village Council of the Village on June 22 1999 and Resolution No R 99 71 adopted on July 23 1999 (collectively the Bond Ordinance ) We have examined the Act the Bond Ordmance and such certified copies of the proceedmgs of the Village and of such other documents as we have deemed necessary to render this opinion As to the questions of fact matenal to our opinion we have retied upon representations of the Village contained m the Bond Ordmance and in the certified proceedings and other certifications of public officials fhrmshed to us without undertaking to verify such representations by independent tJ investigation Based on the foregoing we are of the opinion that under existmg law 1 The Village is duly created and validly existing as a municipality under the Constitution and laws of the State of Florida with the power to adopt the Bond Ordmance to perform its obligations thereunder and to issue the Bonds 2 The Bond Ordinance has been duly adopted by the Village and constitutes a valid and binding obligation of the Village enforceable in accordance with its terms JDC/B MISC/235888/13524 0 3 C FORT LAUDERDALE WEST PALM BEACH The Village Council of the Village of Key Biscayne Flonda Bank of Amenca N A d/b/a NationsBank N A July 30 1999 Page 2 3 The issuance and sale of the Bonds has been duly authorized by the Village The Bonds constitute valid and bmdmg limited obligations of the Village enforceable in accordance with their terms payable m accordance with and as limited by the terms of the Bond Ordmance solely from legally available Non Ad Valorem Revenues (as defined in the Bond Ordinance) of the Village budgeted and appropnated annually by the Village for such purpose The Bonds do not constitute a debt of the Village within the meanmg of any constitutional or statutory provision or a pledge of the faith and credit of the Village The issuance of the Bonds shall not du-ectly or indirectly or contmgently obligate the Village to levy or to pledge any form of taxation whatsoever therefor nor shall the Bonds constitute a charge hen or encumbrance legal or equitable upon any property of the Village and the owners of the Bonds shall have no recourse to the taxing power of the Village 4 Under existing statutes regulations ruhngs and judicial decisions mterest on the Bonds is excluded from gross income for federal mcome tax purposes Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations however such interest is taken into account in determrnmg adjusted current earnings for purposes of computing the alternative mmrmum tax imposed on corporations under the Internal Revenue Code of 1986 as amended (the Code') Ownership of the Bonds may result m collateral federal tax consequences to certain taxpayers We express no opinion regarding other federal tax consequences resulting from the ownership receipt or accrual of interest on or disposition of the Bonds The opinion set forth in the precedmg paragraph assumes contmumg compliance by the Village with certain requirements of the Code that must be met after the date of the issuance of the Bonds in order for interest on the Bonds to be excluded from gross income for federal income tax purposes The failure to meet these requirements may cause interest on the Bonds to be included in C gross income for federal income tax purposes retroactively to the date of issuance of the Bonds The Village has covenanted in the Bond Ordinance to take the actions necessary to comply with such requirements We are further of the opinion that the Bonds are quahfied tax exempt obligations within the meaning of Section 265(b)(3) of the Code Accordingly a financial institution s mterest expense allocable to interest on the Bonds will be reduced by 20% under Section 291(a)(3) of the Code (rather than disallowed under Section 265(b) of the Code) 0 v JDC/B M SC/235888/135 4 003 ADORNO & ZEDER A PROFESS ONAL ASSOC AT ON The Village Council of the Village of Key Biscayne Flonda Bank of Amenca N A d/b/a NationsBank N A July 30 1999 Page 3 5 The Bonds are exempt from the intangible personal property tax imposed pursuant to Chapter 199 Florida Statutes and from the excise tax on documents imposed pursuant to Chapter 201 Flonda Statutes This opinion is qualified to the extent that the rights of the holders of the Bonds and the enforceability of the Bonds and the Bond Ordinance may be limited by bankruptcy insolvency reorganization moratonum and other similar laws affectmg creditors nghts generally now or hereafter in effect and by the exercise of Judicial discretion in appropnate cases in accordance with equitable pnnciples Respectfully submitted ADORNO & ZED�ER/P A 500/8 M 5 /235888/ 35 003 c ADORNO & ZEDER A PRO ESSIONAL ASSOC AT ON WEISS SEROTA HELFMAN PASTORIZA & GUEDES, PA ATTORNEYS AT LAW LILLIAN ARANGO DE LA HOZ PATRICIA M BALOYRA MITCHELL A BIERMAN NINA L BONISKE ELAINE14 COHEN JAMIE ALAN COLE DANIEL H COULTOFF MICHELLE M GALLARDO JENNIFER GOMBERG DOUGLAS R GONZALES EDWARD G GUEDES STEPHEN J HELFMAN JOHN R H IN JR ROBERT W HOLLAND CHRISTOPHER F KURTZ GILBERTO PASTORIZA MAYRAI RIVERA DELGADO NANCY RUBIN GAIL D SEROTA JOSEPH H SEROTA JEFFREYP SHEFFEL DANIELA WEISS R CHARD JAY WE SS DAVID M WOLPIN STEVEN W ZELKOWITZ MIAMI DADE OFFICE 2665 SOUTH BAYSHORE DRIVE SUITE 420 MIAMI FLORIDA 33133 TELEPHONE (305) 854 0800 TELECOPIER (305) 854 2323 WWW WSH FLALAW COM July 30 1999 The Village Council of the Village of Key Biscayne Flonda Key Biscayne Flonda Bank of Amenca N A d/b/a NationsBank N A Miami Flonda Adorn & Zeder P A 1V1iam) Flonda BROWARD OFF CE 1132 SOUTHEAST SECOND AVENUE FORT LAUDERDALE FLORIDA 33316 E P 0 E (954) 763 4242 ECOPIER (954) 764 7770 OF COUNSEL Re $10,000,090 Village of Key Biscayne Honda Land Acquisition and Capital Improvement Revenue Bonds, Series 1999 Ladies and Gentlemen We have acted as Village Attorney for the Village of Key Biscayne Honda (the Village ) in connection with the issuance of the Village s $10 000 000 Land Acquisition and Capital Improvement Revenue Bonds Senes 1999 (the Bonds ) In such capacity we have examined the followmg a Ordinance No R 99 6 adopted by the Village Council on June 22 1999 and Resolution No R 99 71 adopted by the Village Council. on July 23 1999 authorizing the issuance of the Bonds (collectively the Ordinance ) b Ordinance No 97 1 adopted by the Village Council on January 16 1997 relating to limitations on indebtedness (the 'Debt Cap Ordinance') c The Village Charter as amended (the Charter) and Chapter 166 Florida Statutes as amended and The Village Council of the Village of Key Biscayne Flonda Bank of Amenca N A d/b/a NationsBank N A Adomo & Zeder P A July 28 1999 Page 2 d Such other documents certificates records and proceedings as we have considered necessary to enable us to render this opimon Based on such examinations we are of the opinion that 1 The Ordinance has been duly adopted and no further action of the Village is required to authonze the issuance sale and delivery of the Bonds The Ordinance constitutes the legal valid and bindmg obligation of the Village enforceable m accordance with its terms except as enforcement may be limited by apphcable bankruptcy insolvency reorganization moratorium or other laws relating to or affecting creditor s rights generally or by general principles of equity 2 The issuance sale and delivery of the Bonds and the adoption of the Ordinance and comphance with the provisions thereof under the circumstances contemplated thereby are permitted under the provisions of the Charter and the Debt Cap Ordinance and to the best of our knowledge without undertaking any independent research, do not and will not m any way constitute a breach or default under any agreement or other instrument to which the Village is a party or any existing law regulation, court order or consent decree to which the Village is subject 3 To the best of our knowledge there is no action suit proceeding or investigation at law or m equity before or by any court public board or body pending or threatened against or affecting the Village wherein an unfavorable decision ruling or finding would matenally adversely affect the Village s obligations under the Ordinance or adversely affect the validity of the Bonds or the secunty therefor Respectfully submitted WEISS SEROTA HELFMAN PASTORIZA & GUEDES P A DMW1cmb 103001 By frielefrt David M Wolprn WEISS SEROTA HELPMAN PASTORIZA & GUEDES PA STATE OF FLORIDA DIVISION OF BOND FINANCE LOCAL BOND MONITORING SECTION This form represents an update and compilation of the BF2003 BF2004 A and BF2004 B forms Bond Information forms (8F2003) are required to be completed by local governments pursuant to Chapter 19A 1 003 Fionda Admmistrabve Code (F A C ) Bond Disclosure forms BF2004 A (Competitive Sale) or BF2004 B (Negotiated Sale) are required to be filed with the Division within 120 days of the delivery of the issue pursuant to Sections 218 38(1)(b)1 and 218 38(1)(c)1 Honda Statutes (F S) respectively Final Official Statements if prepared are required to be submitted pursuant to Section 218 38(1) F S Please complete all items applicable to the issuer as provided by the Florida Statutes PURSUANT TO SECTION 218 369 F S ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS BF2003 BOND INFORMATION FORM PART I ISSUER INFORMATION 1 NAME OF GOVERNMENTAL UNIT Village of Key Biscayne Florida 2 MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER 85 West McIntyre Street. Suite 201 Key Biscayne Honda 33149 3 COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION Miami Dade 4 TYPE OF ISSUER COUNTY X CITY AUTHORITY INDEPENDENT SPECIAL DISTRICT c DEPENDENT SPECIAL DISTRICT PART 11 BOND ISSUE INFORMATION 1 NAME OF BOND ISSUE SPECIFY OTHER Revenue Bonds Series 1999 2 AMOUNT ISSUED $ $10 000 000 3 AMOUNT AUTHORIZED $ $10 000 000 4 DATED DATE July 30. 1999 5 SALE DATE July 30 1999 6 DELIVERY DATE July 30 1999 7 LEGAL AUTHORITY FOR ISSUANCE FLORIDA STATUTES Chapter 166 SPECIAL ACTS OTHER 8 TYPE OF ISSUE GENERAL OBLIGATION SPECIAL ASSESSMENT SPECIAL OBLIGATION X REVENUE COP (CERTIFICATE OF PARTICIPATION) LEASE PURCHASE BANK LOAN/LINE OF CREDIT 9 A IS THIS A PRIVATE ACTIVITY BOND (PAB)? YES X_ NO B 1 IF YES DID THIS ISSUE RECEIVE A PAB ALLOCATION? YES NO 2 IF YES AMOUNT OF ALLOCATION $ 10 SPECIFIC REVENUE(S) PLEDGED (1) PRIMARY Covenant to budget and appropriate from legally available non ad valorem revenues (2) SECONDARY (3) OTHER(S) 1 11 A PURPOSE(S) OF THE ISSUE (1) PRIMARY Purchase land to be used for Village purposes finance costs incident to the purchase of such land such as survey and legal fees finance or reimburse a portion of the costs of constriction of a fire station notice station community center and Village administrative offices finance or reimburse architectural engineering environmental and other planning costs related thereto, and Day costs of issuance of the Bonds (2) SECONDARY (3) OTHER(S) B IF PURPOSE IS REFUNDING COMPLETE THE FOLLOWING (1) FOR EACH ISSUE REFUNDED LIST NAME OF ISSUE DATED DATE ORIGINAL PAR VALUE (PRINCIPAL AMOUNT) OF ISSUE AND AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT) REFUNDED (2) REFUNDED DEBT HAS BEEN RETIRED OR DEFEASED (3) A DID THE REFUNDING ISSUE CONTAIN NEW MONEY? YES B IF YES APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY? 12 TYPE OF SALE COMPETITIVE BID NO NEGOTIATED X NEGOTIATED PRIVATE PLACEMENT 13 BASIS OF INTEREST RATE CALCULATION I E INTEREST RATE USED TO STRUCTURE THE BOND ISSUE NET INTEREST COST RATE (NIC) 4 715 /o TRUE INTEREST COST RATE (TIC) / CANADIAN INTEREST COST RATE (CIC) / ARBITRAGE YIELD (ARBI) / SPECIFY OTHER 14 INS URANCE/ENHANCEMENTS HUD MBIA SPECIFY OTHER X AGIC AMBAC CGIC NGM LOC (LETTER OF CREDIT) NOT INSURED CL1C FGIC FSA 15 RATING(S) MOODY'S _ S & P FITCH _ DUFF&PHELPS SPECIFY OTHER X NOT RATED 16 DEBT SERVICE SCHEDULE ATTACH COMPLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING INFORMATION MATURITY DATES (MO/DAY/YR) 12/01/2019 COUPON/INTEREST RATES 4 715/ ANNUAL INTEREST PAYMENTS See attached PRINCIPAL (PAR VALUE) PAYMENTS See attached MANDATORY TERM AMORTIZATION See attached 17 LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS See attached 2 18 PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER Bank of America N A d/b/a NahnnsRank N A 100 Si 2nd Street 15th Floor Mlarm Ronda 33131 19 PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE NO BOND COUNSEL — NO FINANCIAL ADVISOR _ NO OTHER PROFESSIONALS BOND COUNSEL(S) Adorn() & Zeiler P A 2601 South Bayshnre Dnve Miami Florida 33133 FINANCIAL ADVISOR(S)/CONSULTANT(S) J P Morgan Securities Inc 390 North Orange Avenue Suite 1850 Orlando Ronda 32801 OTHER PROFESSIONALS Weiss Serota Helfman Pastnnza & Guedes P.A 2665 South Bayshnre Drive Suite 704 Miami Flonda 33133 20 PAYING AGENT Village of Key Biscayne NO PAYING AGENT 21 REGISTRAR Village of Key Biscayne NO REGISTRAR 22 COMMENTS C PART Ili RESPONDENT INFORMATION FOR ADDITIONAL INFORMATION THE DIVISION SHOULD CONTACT Name and Title Company Jeffrey D Defarin Fsn Phone 305-860 7276 Adomo & 7eder P A INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above) Name and Title Phone Company Date Report Submitted July 30 1999 BF2004 A and BF2004 B NOTE THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEPT THOSE SOLD PURSUANT TO SECTION 154 PART III SECTIONS 159 PARTS fl 1110R V OR SECTION 243 PART II FLORIDA STATUTES 23 ANY FEE BONUS OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT IN CONNECTION WITH THE BOND ISSUE TO ANY PERSON NOT REGULARLY EMPLOYED OR FNGAGED BY SUCH UNDERWRITER OR CONSULTANT X NO FEE BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT (1) COMPANY NAME FEE PAID $ SERVICE PROVIDED or FUNCTION SERVED 3 (2) COMPANY NAME FEE PAID $ SERVICE PROVIDED or FUNCTION SERVED (3) COMPANY NAME FEE PAID $ SERVICE PROVIDED or FUNCTION SERVED (4) COMPANY NAME SERVICE PROVIDED or FUNCTION SERVED FEE PAID $ 24 ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS NO FEES PAID BY ISSUER (1) COMPANY NAME Adomo & Zeder P A SERVICE PROVIDED or FUNCTION SERVED Bond Counsel FEE PAID $ 15,000 00 (2) COMPANY NAME P 1 Morgan Secunhes Inc FEE PAID $ 15,000 00 SERVICE PROVIDED or FUNCTION SERVED Financial Advisor (3) COMPANY NAME Weiss Serota Helfman Pastorl7a & Gnedes P A SERVICE PROVIDED or FUNCTION SERVED Village Attorney (4) COMPANY NAME SERVICE PROVIDED or FUNCTION SERVED FEE PAID $ 500 00 FEE PAID $ PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE GOVERNING BODY F THE UNIT OF LOCAL GOVERNMENT OR THE GOVERNMENTAL. OFFICER PRIMARILY RESPONSIBLE FOR COORDINA THE ANCE OF THE BONDS NAME (Typed/Printed) S Samuel Kissinger TITLE Village Manager SIGNATURE DATE July 30 1999 BF2004 B ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE 25 MANAGEMENT FEE CHARGED BY UNDERWRITER OR PRIVATE PLACEMENT FEE _X_ NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE 26 UNDERWRITER S EXPECTED GROSS SPREAD _X_ NO GROSS SPREAD $ PER THOUSAND PAR VALUE $ PER THOUSAND PAR VALUE PART IV RETURN THIS FORM AND THE FINAL OFFICIAL STATEMENT Courier Deliveries Division of Bond Finance State Board of Administration 1801 Hermitage Blvd Suite 200 Tallahassee FL 32308 Phone 904/488-4782 FAX 904/4131315 IF ONE WAS PREPARED, TO Mailing Address Division of Bond Finance State Board of Administration P 0 Drawer 13300 Tallahassee FL 32317 3300 REVISED Feb 1996/bf0304/ JEC/B m 50/236083/ 352 00 4 BOND DEBT SERVICE Village of Key Biscayne 1999 Bank Loan Period Ending Principal Ccapon Interest Debt Service 09/30/1999 09/30/2000 394 226 39 394 226 39 09/30/2001 471 500 00 471 500 00 09/30/2002 471 500 00 471 500 00 09/30/2003 355 000 4 715k 463 130 88 818 130 88 09/30/2004 375 000 4 715/ 445 921 13 820 921 13 09/30/2005 390 000 4 715/ 427 886 25 817 886 25 09/30/2006 410 000 4 715/ 409 026 25 819 026 25 09/30/2007 430 000 4 715°/ 389 223 25 819 223 25 09/30/2008 455 000 4 715/ 368 359 38 823 359 38 09/30/2009 475 000 4 715°/ 346 434 63 821 434 63 09/3012010 500 000 4 715% 323 449 00 823 449 00 09/30/2011 525 000 4 715k 299 284 63 824 284 63 09/30/2012 550 000 4 715/0 273 941 51 823 941 51 09/30/2013 580 000 4 715k 247 301 76 827 301 76 09/30/2014 610 000 4 715 / 219 247 51 829 247 51 09/30/2015 640 000 4 715/ 189 778 76 829 778 76 09/30/2016 670 000 4 715°/ 158 895 51 828 895 51 09/30/2017 705 000 4 715/0 126 479 88 831 479 88 09/30/2018 740 000 4 715k 92 41400 832 41400 09130/2019 775 000 4 715k 56 697 88 831 697 88 09/30/2020 815000 4 715/ 19 213 63 834 213 63 10 000 000 6 193 912 23 16 193 912 23 Jut 27 1999 4 09 pm Prepared by J P Morgan Secunties (4 300 Key Biscayne KEYBIS BANK) Page 1 #16 Mandatory Term Amorttzation The pnnctpal of the Bonds shall be payable in eighteen (18) annual Installments on each December 1 commencing December 1 2002 (each a Scheduled Due Date ) The amount of each such installment shall be as follows Pnncipal Year Installment Due 2002 $355 000 2003 375 000 2004 390 000 2005 410 000 2006 430 000 2007 455 000 2008 475 000 2009 500 000 2010 525 000 2011 550 000 2012 580 000 2013 610 000 2014 640 000 2015 670 000 2016 705 000 2017 740 000 2018 775 000 2019 815 000 'DC/B MISC/342245/1352 003 #17 Optional Redemption Provisions The Bonds are subject to prepayment in whole or in part at any time on at a pnce of par plus accrued interest to the date of prepayment plus a premium equal to the Prepayment Fee descnbed below upon wntten notice to the Owners thereof gn en by the Village at least three (3) days pnor to the date fixed for prepayment Partial prepayments shall be applied to the maturities of pnncipal 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) + LIBOR Breakage 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 July 22 1999 ( Lock In Date ) plus (u) 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 plus (ui) 25% 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 Wal Street Journal (or other pubhshed source) on the Prepayment Date plus (u) 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 matunty C = The sum of the products of (i) each Affected Principal Amount for each Affected Pnncipal Period times (u) the number of days in that Affected Pnncipal Penod divided by 360 Affected Pnnczpal Amount for an Affected Pnncipal Penod is the pnncipal amount of the Bonds so prepaid Affected Pnncipal Perzod is each penod 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 LIBOR Breakage is any additional loss cost or expense that the Bank may incur with respect to any hedge for the fixed rate of the Bond based on the difference between the London interbank offered rate (for U S dollar deposits of the relevant JDC/B MI$C/242247113524 003 1 maturity) available in the London interbank market at the beginning of the interest period in which the Prepayment Date occurs and that which is available in that market on the Prepayment Date Present Value is determined as of the Prepayment Date using B above as the discount rate 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/8 13C/2 22 7/13524 003 2 JUL 30 999 09 14 FR NRTIONSBRNK 305 533 2681 TO 93053658936 P 02/02 r r 0 Treasury Rates for "A" in prepayment calc — Village of Key Biscayne 2002 5 55% 2003 5 58% 2004 5 70% 2005 5 74% 2006 5 81% 2007 5 80% 2008 5 75% 2009 5 91% 2010 5 91% 2011 5 97% 2012 6 08% 2013 6 08% 2014 6 09% 2015 6 17% 2016 618% 2017 6 19% 2018 6 19% 2019 6 19% C n rfTn Onrr c l wqe