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UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAY E
TRANSPORTATION TAX REVENUE REFUNDING BONDS
SERIES 2011
Registered Owner: Pinnacle Public Finance, Inc
$2,808,952
Principal Amount: Two Million Eight Hundred Eight Thousand Nine Hundred Fifty -Two
Dollars ($2,808,952)
KNOW ALL MEN BY THESE PRESENTS, t t t
(the "Village"), for value received, hereby promises to
above, or registered assigns (the Bond Owner ) rm the
Principal Amount s , ecified above. Subject to the ri is o
described in this. Bond, the Bonds shall mature on July 1, 2
made no later than } 2:00 p.m., Eastern time, on the date dues_
offs, counterclaims, or withholding orr deductions for s.
This Bond is issued under er aut or
laws of the State of Florida, inc
amended, the Charter of the Villa
(the "Council") of the Village, n
26 adopted on Augus•
t
Bond Ordinance"
the purpose of refi
in the Resolution
This- Bond shill be ipaya
Village of Key Biscayne, Florida :}
t the Re stered Owner shown
ources hereinafter mentioned, the
rep a ment redemption
�r�orP_p y and ., ._ _ . p
. Payments due hereunder shall be
ree and clear of any defenses, set -1
n fu11 compliance with the Constitution and
Y, Part II of Chapter 166, Florida Statutes, as
-2011-9 duly adopted by the Village Council
(the "Ordinance"), and Resolution No. 2.011
e olution, and collectively with the Ordinance, the
and is subject t the erms of said _Bond Ordinance. This Bond is issued for
to ether with other le all available funds of the Village e. as prow provided
'` $3,500,000 Tax Revenue Bonds Series 2005.
lage s Transportation
only from the sources identified herei
ect toadjustment as provided below, this Bond shall_ bear interest on the outstanding
lance fr m its date of issuance payable quarter' oneach January 1 Aril 1, July 1
;the "Merest Payment Dates"), commencing January 1, 2012, at an interest rate
2% per
Interest on this Bond shall be computed on the basis of a :3 60 -day year consisting of
twelve : 30 -day months.
The rinci al of and interest on this Bond are payable in lawful money of the^ United
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States of America by wire transfer or by certified check, ` in either case in immediately available
funds, delivered on or prior to the date due. to the Bond Owner or its legal representative at the
address of the Bond Owner as it appears on the registration books of the Village.
3300862.DOC
Adjustment of Interest Rate For Full Taxability. In the event 'a Determination of
Taxability - shall have occurred, the rate o f interest, on the ;Bonds shall be increased toa rate per
annum equal to 3.9350% per annum (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 anyformer Owners
of the Bonds, as ,appropriate, shall be paid an amount equal to any additions to tax, ;interest: and
penalties, and any arrears in interest that are 'required to be paid to the -United: States by the
Owners .or former Owners of the -_Bonds as: a :result of such Determination of Taxability.:,:A such
ad
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ditional 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 ;Deter nitration
- of Taxability" . shall mean i the issuance by_ the Internall-- Revenue:: Service : of a statutory notice. of
deficiency or 'other .written; notification .which holds in effect that: the interest -payable on -_the'
Bonds_ is includable: for federal income :taxi purposes in the gross income of t1-1 .Owners .thereof,
which, notice' or notif cation is . not -: contested- with the- ::Internal Revenue.: Service- by either the
Village' �e' or ,an O_ veers of the. Bonds or (ii) -a-'determination by 'a -court of competent jurisdiction=
the' Opti4_is 410:Lidabte for. federal inco lie: tax - oes in- the . oss.
that -the interest payable, on .per. .. � s . - - \ . .� .,
income of the :Owners thereof, which determination either is final and: non=appealable or is not
appealed' within the -ilCiuisite -time eriod : for appeal, or =iii the admission l in :writing by the
Village- to the effect that' interest o11 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 Villa ,.e to the' effect that. interest On the Bonds is. includable: for federal income tax • purpose
it the gross income of the Owners thereof. -
Adjustment of Interest Rate for Change in Maximum Corporate Tax Rate. In the event
that the 1,maximum effective federal corporate tax rate under Section [1 1(b) of the _:Internal
Revenue Code of 1986, as amended, without adjustmentbased _ on, the -=paragraph :following
Section 1 I (b)(l )(D) of such Code (the "Maximum Corporate Tax Rate")during any period with
respect to which interest shall be accruing = on the J Bonds on a tax-exemt basis, shall be other
than thirty-five ercert (35%), the interest" rate on the ponds that are :bearing ' interest on a tax
: - .: _ A obtained= = by multiplyingthe interest rate- then" ' in
exempt bass :: shall be adjusted to � the product . _ .. , _
effect on 'the Bonds by a fraction e ual 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 Max mum Co orate
Tax Rate in : effect immediately _ prior to the date of adjustment; provided,: however, that in no
event shall the interest rate on the Bonds be adjusted to an interest rate that is less than: 2.42%o per
annum.
Adjustment of Interest Rate for . Other Changes Affecting After -Tax . Yield. So ion
n
an :_. portion of the rinci al amount of the Bonds- or interest thereon remains unpaid . (a) if 'any.
law, rule- re- lation` or executive order ` is :.enacted or r, on ulgated 'by any public body
,gover ill ental. -agency which changes:, the basisof taxation of interest .on the •Bonds or causes .a
reduction in yield, (other. on the Bonds =than- -by reason of a change described above} to the
Owners or an former Owners of the Bonds, including without 1imitation the imposition of any
excise tax or -surcharge thereon, or (b) if, as a result : of action by ;any public _body or
governmental agency, a .,ent is - required to be made by, or any, federal, state or local
g anyp�' =
income tax deduction is denied to, the Owners or any former Owners of the Bonds (other than by
reason of a change e described above or by reason of any action or failure to act,on on the part of any
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3300862.DOC
Owner or any former Owner of the Bonds) by reason of the ownership of the Bonds, or (c) the
Bonds fail to qualify as "qualified tax-exempt obligations" within : the- meaning of Section
q fY
265 ){) (b 3 of the Code, the Village shall reimburse any such Owner within five (5) days after
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receipt by the Village of written demand for such payment, and the Village agrees to indemnfy
each - such Owner against any loss, cost, charge or expense with respect to any such change,
action or failure to qualify. The determination of the after-tax yield calculation shall be verified
by a firm of certified public accountants regularly "employed by. the Bond Owner (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.
Mandatory Prepayment. The p mcipal of this Bond shall be -=subject to mandatory
prepayment- in_ quarterly_ -installments : on each .January 1, April 1, July 1 and: October 1, .
commencing January 1, 2012, in the amounts set . forth In the- amortization schedule attached
-hereto.
the amount of eac Ba
In the event thatthere iS more than one Owner oft• he Bonds,(i)
to- be redeemed_ shall -be_, ,ro rata based _on the respective: aggregate 'ipnncipal amount _of Bonds
;then'held b. each Owner as a percentage of the• . total-. aggregate principal amount of, Bonds; then.
•outstanding , and _0ll -' the Vi•lla e shall ive: notice to each• Owner of the -Bonds: at least three (3);
days' .riot to the date of mandatory redemption of the amount of Bonds owned by such 'Owner to'
-be redeemed.
is Bond is subject to optional prepayment, upon_ seven (7) days written notice to the
Bond Owner, in whole or in part on any Interest Payment Date on or after October 1, 2014,; at a
price of par plus accrued interest to the date of prepayment.
This bond is secured primarily by a ledge of the Pledged Revenues. As_ used herein,
p -
"Pledged Revenues" means, collectively,(1).the : portion of the Charter County' Transit _ System
p
Surtax authorized by Florida Statutes section 212.055(1) and received by the Village pursuant, to
the Inter -local: Agreement, dated June 24, 200.3, between the Village and . Miami -Dade County
the "Coun : relating to the Charter County Transit System Surtax and (2) the portion of. the
Local ` Option Gas Tax authorized by Florida _ Statutes section 336.025 and received _ by the
Village pursuant to the Interlocal Agreement, dated July 27, 1993, between the Village and the
County relating to the Local Option Gas Tax.
THIS BOND SHALL NOT BE. DEEMED TO CONSTITUTE AN INDEBTEDNESS OF
THE VILLAGE OR A PLEDGE OF THE FAITH AND CREDIT OF THE VILLAGE, BUT
SHALL BE PAYABLE EXCLUSIVELY FROM THE PLEDGED REVENUES.._ THE
ISSUANCE OF THIS BOND SHALL NOT DIRECTLY . OR INDIRECTLY OR
CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF
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 HOLDER OF THIS BOND SHALL HAVE
NO RECOURSE TO THE POWER OF AD -VALOREM TAXATION.
•
3300862.DOC 3
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_
re istration of tran s fers of Bonds as provided in the Zesolution..B-onds may be transferred
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or exchanged u on the registration books kept -by the Village, upon Ciehvery to the
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Village, together with written instructions as to the details of the transferor exchange, of
such Bonds_ in form satisfactory to the Village and with. guaranty of signatures
satisfactor 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 nu bers of the settlor and beneficiaries of the
trust, the date' of the_ trust and: the name ' of the trustee. - The _Bonds: may be exchanged for
Bonds of the sari* rincipal amount and maturity and denominations in_ integral multiples
'of $100,000 (except th•at an odd lot is per�m�tted to complete the outstanding j principa .
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-ptsirpOe of receiving payment of, or on account
of, the p. rnci al 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 its. order shall be valid
and effectual -to satisfy and discharge the 'liability -upon such Bond to the extent of the
sum or sums so paid.
3.
; - .,In all cases in which the privilege of exchanging Bon- as ortransferring
`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 ponds for a period of fifteen
(15) days preceding �s next an interest payment .date on such Bonds.
4. 'All Bonds, .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 prep.. aid, such Bond shall not be surrendered in . exchange for a new Bond, but the
Village e shall make a notation indicating the remaining outstanding principal of the Bonds
upon the registration books. The Bond so redesignated shall have the remaining principal
as provided on such registration books and shall be deemed to have been issued in the
denomination of the outstanding principal balance, ` which shall be an authorized
denomination.
3300862.DOC 4
It is hereby certified and recited that all acts, conditions and things required to happen, to
exist and to be performed precedent to and for the issuance of this Bond have happened, do exist
and have been performed in due time, form and manner as required by the Constitution and the
laws of the State of Florida applicable thereto.
IN WITNESS WHEREOF, the Village of Key Biscayne, Florid has caused this Bond
. signature of its Mayor and of f iffge" a the
to be executed- by the. manual or facsimile s gn y
y
'a facsimile thereof to be affixed:.,, hereto or
Seal of the Village of Key Biscayne, FloridaFlanda� 'or : . .
imprinted or reproduced hereon, all as of the 30th day of September, 2011
p p
3300862.DOC
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
uaranteed.:
- NOTICE: _ Signaure(s) must _be :guaranteed Eby a member- frni o:
or
a commercial bank or a trust company
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1
. NOTICE: No transfer will be registered and no new .Bond will be issued in the n•ame of the
Transferee unless! the si g cures ..- to this, assignment corresponds with thename ,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 ..
Trasfereeds supplied:..
The followin - abbreviations, when used in the inscription on the face of the within Bond,
g .
shall be construed as though- OieY were written out inf :full `according to "applicable laws or
g
regulations:
TEN COM as tenants in common
TEN ENT - as tenants by
the entirety
JT TEN as joint tenants with
right of survivorship and
not as tenants in common
UNIF GIF MIN ACT -
Gust.)
Custodian for : F
- _ (Minor)
under Uniform Gifts to Minors
Act of
(State)
Additional abbreviations may also be used though not in the list above.
3300862.DOC 6
AMORTIZATION SCHEDULE
Period
Ending Principal Rate Interest Debt Service Annual Debt Service
1/1/2012 $43,013.27 2.42% $17,182.99 $60,196.26
4/1/2012 43,462.33 2.42% 16, 73 3.93 60,196.26
7/1/2012 43,725.27 2.42% 16,470.98 60,196.25
10/1/2012 43,989.81 2.42% 16,206.45 60,196 26 $240,785.03
1/1/2013 44,255.95 242% 15,940.31
60,196.26
4/f/2013 44,523.70 2.42% 15,672.56 60,196.26
.
7/1/2013 44,793.07 = 2.42% 15,403.19 60,196.26
10/1/2013 45 064.06 2.42% 13 15 2.19 60,196.25
1/1/2014 ; 45,336.70 2.42% 14,89 6 196 5.56: 0, .26
4/1/2014 45,61:0:99 2.42%, ".14;585:27 ::60;196:26
7/1/2014 -45-,886.93 2.42%, f 14;309:32 = 60;1.96.25
10/1/2014 46,164.55: 2 42% 14,031:71 60,196.26
,a
1/1/2015 :4, 6,443.85 .. 2.42% 13,752.41 60,19.6.26
4/1/2015 46,724.83 2.42% 13,471.43 60,196.26
7/1/2015 47,007.52 2.42% -138,188.74 60,196.26
10/1/2015. 47,291.91 2.42% ;12,904.35 60,196.26
1/1/2016 `47,578.03 2.42% - 12,618.23 60,196.26
4/1/2016 47,865.88 2.42% 12,330.38 60,196.26
7/1/2016 48,155.46 2.42% 12,040.79 60,196.25
10/1/2016 48,446.80 2.42% o ;11,749.45. 60,196.25
1/1/2017 48,739.91 2.42% 11,456.35: 60,196.26
4/1/2017 = ` :49,034.78 2.42% 1.1,161'.47 60,196.25
7/1/20.17 49,331.44 2.42% 10,864.81 60,196.25
i.
10/1/2017 : 49,629.90 2.42% 10,566.36 60,196.26
1/1/2018 49,930.16 ; 2.42% 10,266.10* 60,196.26
4/1/2018 50,232.24 2.42% 9,964.02: ' 60,196.26
7/1/2018 150,536.14 =2.42%. 9,66.11 60,196.25
10/1/2018 50,841.89 2.42% 9,354.37` 60,196.26=
1/1/2019 51,149.48 2.42% 9,046.78` 60,1.96.26,.
4/1/2019 51,458.93 2.42% 8,737.32 60,196.25
7/1/2019 51,770.26 2.42% 8,426.00 60,196.26
10/1/2019 52,083.47 2.42% 8,112.79 60,196.26
1/1/2020 52,398.58 2.42% 7,797.68 60,196.26
4/1/2020 52,715.59 2.42% 7,480.67 60,196.26
7/1/2020 53,034.52 2.42% 7,161.74 60,196.26
10/1/2020 53,355.38 2.42% 6,840.88 60,196.26
1/1/2021 53,678.18 2.42% 6,518.08 60,196.26
4/1/2021 54,002.93 2.42% 6,193.33 60,196.26
7/1/2021 54,329.65 2.42% 5,866.61 60,196.26
10/1/2021 54,658.34 2.42% 5,537.92 60,196.26
240,785.03
240,785.04
240,785.04
3300862.DOC
1/1/2022
4/1/2022
7/1/2'022
10/1/2022-
,1/1/2023
4/ 1 /2023
7/1/2023
10'/i/023 2 -
1/1/2024
4/1/2024_.
7/1/2024,
:1`0/1%2024
1/1/2025
4/1/2025
'7/1/2025
10/1/2025
54,989.02
55,321.71
55,656.40
55,993.12
56,331.88
56,672.69
57,015.56
57,360.51•
57,707.54
58,056.67
58`,407.91,
58,761.28
59,116.78
59,474.44
59,834.26
0.00
$2,808,952.45
2.42%
2.42%
2.42% a
2.42% a
2.42%
2.42%
2.42%
2.42% Q
2.42%
2.42%
2.42%
2.42%0.
2.42%
2.42%
2.42%
5,207.23
4,874.55
4,539.85
4,203.13
3,864.37
3,523.57
3,180.70°
2,835.75:
2,488.72,
2,139.59:
1,788.3.5,
1,434.98.
1,079.47:
721.82
_362.00.:1
_ ..0.00
;..: $501,841.71
60,196.25
60,196.26
60,196.25
60,196.25 240,785.01
Y
60,196.25
60,196.26
60,196.26
60,196.26 . ; 240,785.03
60,196.26
^60,196.26:
60,1:96:26
.60,196.26
60,196.25:
60,196:26
:60,196.26
• O.o0'
$3,310,794.16
240,785.04
180,588.77
3,310,794.16
3300862.DOC