Loading...
HomeMy Public PortalAbout3-Specimen Bond.pdf 1 No. R-1 $11,238,000 UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE OF KEY BISCAYNE CAPITAL IMPROVEMENT REVENUE REFUNDING BOND SERIES 2021 Registered Owner: Key Government Finance, Inc. Principal Amount: Eleven Million Two Hundred Thirty-Eight Thousand 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 “Owner”), from the sources hereinafter mentioned, the Principal Amount specified above, together with interest on the Principal Amount outstanding at the rate of interest hereinafter provided. Subject to the rights of prior prepayment and redemption described in this Bond, this Bond shall mature on October 1, 2032. Payments due hereunder shall be made no later than 2:00 p.m., Eastern time, on the date due, free and clear of any defenses, set-offs, counterclaims, or withholding or deductions for taxes. This Bond is issued under authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Part II of Chapter 166, Florida Statutes, as amended, the Charter of the Village, Ordinance No. 2020-05 duly adopted by the Village Council (the “Council”) of the Village on November 17, 2020 (the “Ordinance”), and Resolution No. 2021- 03 adopted on January 12, 2021 (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 refunding the Village’s $1,865,000 Capital Improvement and Land Acquisition Revenue Refunding Bonds, Series 2011, its $7,130,000 Capital Improvement Revenue Refunding Bonds, Series 2011B, its $5,575,000 School Improvement Revenue Bonds, Series 2012, its $4,575,000 School Improvement Revenue Bonds, Series 2014 and its $3,490,000 Sewer Improvement Revenue Bonds, Series 2016, and paying costs of issuance of this Bond. This Bond shall be payable only from the sources identified herein. All terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. Subject to adjustment as provided below and provided in the Bond Ordinance, this Bond shall bear interest on the outstanding principal balance from its date of issuance payable semiannually on each April 1 and October 1 (the “Interest Payment Dates”), commencing April 1, 2021, at an interest rate equal to 1.235% per annum. Interest on this Bond shall be computed on the basis of a 360-day year consisting of twelve (12) thirty-day months. The principal of and interest on this Bond are payable in lawful money of the United States of America by wire transfer or by certified check delivered on or prior to the date due to the registered Owner or his legal representative at the address of the Owner as it appears on the 2 registration books of the Village. Adjustment of Interest Rate for Taxability. Upon a Determination of Taxability (as defined below), the rate of interest on this Bond shall be adjusted upward to 1.563% per annum (the “Taxable Rate”), retroactive as of the date of the Determination of Taxability event. In addit ion to the payments of principal and interest on this Bond required to be paid pursuant to the terms of the Resolution and this Bond, the Village hereby agrees to pay to the Owner an amount equal to any interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the of the Internal Revenue Code of 1986, as amended (the “Code”)) owed by the Owner as a result of the occurrence of a Determination of Taxability. All such interest, penalties on overdue interest, and additions to tax shall be paid by the Village on the next succeeding Interest Payment Date following the Determination of Taxability. A “Determination of Taxability” shall mean a final decree or judgment of any Federal court or a final action of the Internal Revenue Service determining that interest paid or payable on any Bond is or was includable in the gross income of an Owner of this Bond for Federal income tax purposes; provided, that no such decree, judgment, or action will be considered final for this purpose, however, unless the Village has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any Owner of this Bond, and until the conclu sion of any appellate review, if sought. Mandatory Prepayment . The principal of this Bond shall be subject to mandatory prepayment in annual installments on each October 1, commencing October 1, 2021, in the amounts set forth in the Amortization Schedule attached to this Bond. Optional Prepayment. This Bond is subject to optional prepayment in whole but not in part at any time on or after the first anniversary date of the issuance of this Bond, upon thirty (30) days written notice to the Owner specifying the principal amount to be prepaid and the date of such prepayment, at a price of par plus accrued interest to the date of prepayment, without penalty or premium. The Village has covenanted and agreed in the Bond Ordinance to appropriate in its annual budget, by amendment, if necessary, from Non-Ad Valorem Revenues (as defined below) lawfully available in each fiscal year, amounts sufficient to pay the principal and interest due on this Bond in accordance with its terms and to pay all required deposits to the Rebate Fund pursuant to the Resolution. “Non-Ad Valorem Revenues” means all revenues of the Village derived from any source other than ad valorem taxation on real or personal property and which are legally available to make the payments required under the Resolution, but only after provision has been made by the Village for the payment, to the extent are not otherwise provided for by ad valorem taxes, of (a) all services necessary for conducting of the public safety and general governmental obligations of the Village and (b) all 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 unt il 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. 3 Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Revenues, nor, except to the extent provided in Section 13 of the Resolution, 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 owners of other bonds of the Village secured in the same manner as the Bond. Such covenant to budget and appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non-Ad Valorem Revenues and placing on the Village a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under the Bond Ordinance, subject, however, in all respects to the terms of the Bond Ordinance and the restrictions of Section 166.241(3), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment, to the extent are not otherwise provided for by ad valorem taxes, of (a) all services necessary for conducting of the public safety and general governmental obligations of the Village and (b) all legally mandated services. THIS BOND SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL OBLIGATION OR INDEBTEDNESS OF THE VILLAGE OR A PLEDGE OF THE FAITH AND CREDIT OF THE VILLAGE WITHIN THE MEANING OF ANY PROVISION OF THE CONSTITUTION OF THE STATE OF FLORIDA, BUT SHALL, INSTEAD, BE PAYABLE EXCLUSIVELY FROM LEGALLY AVAILABLE NON-AD VALOREM REVENUES OF THE VILLAGE, AS DEFINED IN THE RESOLUTION. THE ISSUANCE OF THIS BOND SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF AD VALOREM TAXATION WHATEVER THEREFOR NOR SHALL THIS BOND CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE VILLAGE, AND THE HOLDERS OF THIS BOND SHALL HAVE NO RECOURSE TO THE POWER OF AD VALOREM 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 the Bond and for the registration of transfers of the Bond as provided in the Resolution. This Bond may be transferred or exchanged in whole 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 Bond in form satisfactory to the Village and with guaranty of signatures satisfactory to the Village, along with the social security number or federal employer identification number of any transferee and, if the transferee is a trust, the name and social security or federal tax identification numbers of the settlor and beneficiaries of t he trust, the date of the trust and the name of the trustee. This Bond may be 4 exchanged for a Bond of the same principal amount and maturity. No transfer or exchange of any Bond shall be effective until entered on the registration books maintained by the Village. 2. The Village may deem and treat the person in whose name any Bond shall be registered upon the books of the Village as the absolute Owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond as they become due, and for all other purposes. All such payments so made to any such Owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the ext ent of the sum or sums so paid. 3. In all cases in which the privilege of exchanging this Bond or transferring this Bond is exercised, the Village shall execute and deliver a Bond in accordance with the provisions of the Resolution. There shall be no charge for any such exchange or transfer of this Bond, 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 this Bond for a period of fifteen (15) days next preceding an interest payment date on such Bond. 4. The Bond, the principal of and interest on which have been paid, either at or prior to maturity, shall be delivered to the Village when such full payment is made, and shall thereupon be cancelled. In case a portion but not all of an outstanding Bond shall be prepaid pursuant to mandatory prepayment provisions, 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 Bond upon the registration books. The Bond so redesignated shall have the remaining principal as provided on such registration books and shall be deemed to have been issued in the denomination of the outstanding principal balance, which shall be an authorized denomination. It is hereby certified and recited that all acts, conditions and things required to happen, to exist and to be performed precedent to and for the issuance of this Bond have happened, do exist and have been performed in due time, form and manner as required by the Constitution and the laws of the State of Florida applicable thereto. [Signature Page Follows] IN WITNESS WHEREOF, the Village of Key Biscayne, Florida has caused this Bond to be executed by the manual or facsimile signature of its Mayor and of its Village Clerk, and the Seal of the Village of Key Biscayne, Florida or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon, all as of the 15th day of January, 2021. VILLAGE OF KEY BISQAYNE, FLORIDA (SEAL)3 KocJ^ Village Clerk Signature Page to Bond 6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned _____________________________ (the “Transferor”), hereby sells, assigns and transfers unto ______________________________ (Please insert name and Social Security or Federal Employer identification number of assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________ (the “Transferee”) as attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Date ____________________ Social Security Number of Assignee Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment corresponds with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIF MIN ACT - , (Cust.) Custodian for , (Minor) TEN ENT - as tenants by under Uniform Gifts to Minors the entirety Act of . (State) JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the list above. 7 AMORTIZATION SCHEDULE