HomeMy Public PortalAbout8-Certificate of Purchaser.pdfCERTIFICATE OF PURCHASER
The undersigned, on behalf of the Purchaser, Key Government Finance, Inc. (the
“Purchaser”), hereby certifies and acknowledges in connection with the purchase by it of
$11,238,000 Village of Key Biscayne, Florida, Capital Improvement Revenue Refunding Bond,
Series 2021 (the “Bond”) that:
1. The Purchaser has received executed copies of Ordinance No. 2020-05
adopted by the Village Council of the Village of Key Biscayne, Florida (the “Village”) on
November 17, 2020 and Resolution No. 2021-03 adopted on January 12, 2021, 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 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 Bond; it has received such information concerning the
Village as it deems to be necessary in connection with investment in the Bond; and during
the course of this transaction and prior to the purchase of the Bond 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 Bond, and to obtain any additional
information needed in order to verify the accuracy of the information obtained.
3. The Purchaser has sufficient knowledge and experience in financial and
business matters, including purchase and ownership of municipal and other tax-exempt
obligations, to be able to evaluate the risks and merits of the investment represented by the
purchase of the above-stated principal amount of the Bond.
4. The Purchaser is aware that certain economic variables could affect the
security of its investment in the Bond and the Purchaser is able to bear the economic risks
of such investment.
5. The Purchaser understands that no offering statement, prospectus, offering
circular or other comprehensive offering statement containing material information with
respect to the Village and the Bond is being issued in connection with the Bond and that it
has made its own inquiry and analysis with respect to the Bond and the security therefor,
and other material factors affecting the security for and payment of the Bond. The
Purchaser further understands that (a) the Bond is not being registered under the Securities
Act of 1933 (the “1933 Act”) and is not being registered or otherwise qualified for sale
under the “Blue Sky” laws and regulations of any state, (b) the Bond will not close
through DTC or any similar repository and will not be in book entry form, and (c) the
Bond will not be listed on any stock or other securities exchange.
6. The Purchaser acknowledges and represents that it has not sought from
Bond Counsel or the Village Attorney or received from Bond Counsel or the Village
Attorney or looked or relied upon Bond Counsel or the Village Attorney for any
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information with respect to the Village or its financial condition, other than reliance upon
the Bond Counsel opinion and the opinion of the Village Attorney.
7. The Purchaser is an "accredited investor" within the meaning of Chapter
517, Florida Statutes, and Regulation D of the 1933 Act.
8. The Purchaser hereby certifies that it is purchasing the Bond for its own
account for the purpose of investment and not for resale at a profit, it is not acting as a
broker or other intermediary and is funding the Bond from its own capital, and it has no
present intention of reselling , syndicating or otherwise redistributing the Bond.
9. The Purchaser hereby certifies that:
(a) it will take no action to cause the Bond to be characterized as a security,
and will not treat the Bond as a municipal security for purposes of the securities law;
(b) the Bond will not be used in the future on a securitized transaction or be
treated as a municipal security;
(c) it understands that the Bond is issued in a single denomination equal to the
aggregate principal amount of the Bond , may not be transferred except in whole, and will
not be transferred to any kind of trust under any circumstances;
(d) it will not sell the Bond except to a Permitted Lender (as defined below)
who will execute a Certificate of Purchaser in form and substance substantially identical to
this Certificate which certifies that it is purchasing the Bond for its own account and not
for resale, and will not sell, convey, pledge or otherwise transfer the Bond without prior
compliance with applicable registration and disclosure requirements of state and federal
securities laws, and only with the Village’s written consent. “Permitted Lender” means a
bank, trust company, savings institution, insurance company, dealer, investment company,
pension or profit-sharing trust, subsidiary of any of the foregoing or qualified inst itutional
buyer as contemplated by Section 517.061(7), Florida Statutes;
(e) it is not purchasing the Bond for the direct or indirect promotion of any
scheme or enterprise with the intent of violating or evading any provision of Chapter 517,
Florida Statutes;
(f) it understands that the Bond is not being registered under the Securities
Act of 1933, as amended (the "1933 Act") or Chapter 517, Florida Statutes, and that the
Village shall have no obligations to effect any such registration or qualification
(g) there will be no CUSIP number obtained on the Bond; and,
(h) there will be no credit rating obtained on the Bond.
Dated this 15th day of January, 2021.
KEY GOVERNMENT FINANCE, INC.
By: -_ PaA,61,(Atim
Name: Thomas Parachini
Title: Senior Vice President
Signature Page to
Certificate of Purchaser
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