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HomeMy Public PortalAbout3) Specimen Bond.pdfNo. R -1 UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE OF KEY BISCAYNE STORMWATER UTILITY REFUNDING AND IMPROVEMENT REVENUE BONDS SERIES 2013 Registered Owner: Pinnacle Public Finance, Inc. Principal Amount: Six Million Five Hundred Seventy -Fly KNOW ALL MEN BY THESE PRESENTS, (the "Village"), for value received, hereby promises above, or registered assigns (the "Owner"), f Amount specified above. Subject to the this Bond, the Bonds shall mature o no later than 2:00 p.m., Easters counterclaims, or withholding This Bond is laws of the State amended. the rte (the "Cou 2013 2a th .. d Oi the Dec 'ice"), a e un lorid, in i11 Ilage deductions authority le sou its er 1, date axe. hots ' nd D t the age of v to rein' $6,575,000 ars ($6.5 5.000) Biscayne, Florida stered Owner shown r mentioned, the Principal t and redemption described in y.s ents due hereunder shall be made e, free and clear of any defenses, set -offs, of and in full compliance with the Constitution and titularly Part 1I of Chapter 166, Florida Statutes. as e, .rdinance No. 2013-9 duly adopted by the Village Council l .December 3, 2013 (the "Ordinance"), and Resolution No. .3, 2013 (the "Resolution." and collectively with the Ordinance, is subject to the terms of said Bond Ordinance. This Bond is issued f ` the purpos ' ,' refunding the Village's $4,450,000 Stormwater Utility Revenue Refunding B'' ;,: ;<`: ". 20 "', fsnancing improvements and replacements of drainage wells and outfalls for the Village's 4tormwater Utility System and paying costs of issuance of the Bonds. This Bond shall b. - .le 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 each April 1 and October 1 (the "Interest Payment Dates"), commencing April 1, 2014, at an interest rate equal to 3.35% per annum. Interest on this Bond shall be computed on the basis of a 360 -day year consisting of twelve 30 -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, in either case in immediately available funds, delivered on or prior to the date due to the Owner or its legal representative at the address of the Owner as it appears on the registration books of the Village. 1 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 5.4472% 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 any former Owners of the Bonds, as appropriate, shall be paid an amount equal to any additions to tax, interest and penalties, and any arrears in interest that are required to be paid to the United States by the Owners or :former Owners of the .Bonds as a result of such Determination of Taxability. All such additional interest, additions to tax, penalties and interest shall be paid by the Village on the next succeeding Interest Payment Date following the Determination of Taxability. A "Determination of Taxability" shall mean (1) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other written notification which holds in effect that the interest payable on the Bonds is includable for federal income tax purposes in the gross income of the Owners thereof. which notice or notification is not contested with the Internal Revenue Service by either the Village or any Owners of the Bonds, or (ii) a determination by a court of competent jurisdiction that the interest payable on the Bonds is includable for federal income tax purposes in the gross income of the Owners thereof: which determination either is final and non -appealable or is not appealed within the requisite time period for appeal, or (iii) the admission in writing by the Village to the effect that interest on Bonds is includable for federal income tax purposes in the gross income of the Owners thereof, or (iv) receipt by the Village of an opinion of bond counsel to the Village to the effect that interest on the Bonds is includable for federal income tax purpose in the gross income of the Owners thereof. Adjustment of Interest Rate for Change in Maximum Corporate Tax Rate. In the event that the maximum effective federal corporate tax rate under Section 11(b) of the Internal Revenue Code of 1986, as amended, without adjustment based on the paragraph following Section 11(b)(1)(D) of such Code (the "Maximum Corporate Tax Rate") during any period with respect to which interest shall be accruing on the Bonds on a tax-exempt basis, shall be other than thirty-five percent (35%), the interest rate on the Bonds that are bearing interest on a tax- exempt basis shall be adjusted to the product obtained by multiplying the interest rate then in effect on the Bonds by a fraction equal to (1-A divided by 1-B), where A equals the Maximum Corporate Tax Rate in effect as of the date of adjustment and B equals the Maximum Corporate Tax Rate in effect immediately prior to the date of adjustment; provided. however. that in no event shall the interest rate on the Bonds be adjusted to an interest rate that is less than 3.35% per annum. Adjustment of Interest Rate for Other Changes Affecting After -Tax Yield. So long as any portion of the principal amount of the Bonds or interest thereon remains unpaid (a) if any law, rule, regulation or executive order is enacted or promulgated by any public body or governmental agency which changes the basis of taxation of interest on the Bonds or causes a reduction in yield on the Bonds (other than by reason of a change described above) to the Owners or any former Owners of the Bonds, including without limitation the imposition of any excise tax or surcharge thereon, or (b) .if, as a result of action by any public body or governmental agency, any payment is required to be made by, or any federal, state or local income tax deduction is denied to, the Owners or any former Owners of the Bonds (other than by reason of a change described above or by reason of any action or failure to act on the part of any 9 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, action or failure to qualify. The determination of the after-tax yield calculation shall be verified by a finis of certified public accountants regularly employed by the Owner 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 principal of this Bond shall be subject to mandatory prepayment in annual installments on each October 1, commencing October 1, 2014 in the amounts set forth below: Principal Year Installment Due* 2014 8320,000 2015 300,000 2016 310.000 2017 320,000 2018 335,000 2019 345,000 2020 355,000 2021 370,000 2022 380,000 2023 390,000 2024 405,000 2025 420,000 2026 435,000 2027 450,000 2028 465,000 2029 480,000 2030** 495,000 *NOTE: Installment amounts differ slightly from those in the Resolution in order to provide for substantially level debt service payments. The amounts above shall be deemed final. **Final Maturity In the event that there is more than one Owner of the Bonds. (1) the amount of each Bond to be redeemed shall be pro rasa based on the respective aggregate principal amount of Bonds then held by each Owner as a percentage of the total aggregate principal amount of Bonds then outstanding, and (ii) the Village shall give notice to each Owner of the Bonds at least three (3) days prior to the date of mandatory redemption of the amount of Bonds owned by such Owner to be redeemed. 3 This Bond is subject to optional prepayment upon seven (7) days written notice to the Owner, (a) in whole at any time, at a price of par plus accrued interest to the date of prepayment and (b) in part on each October 1, in a principal amount not less than $ 150,000, at a price of par plus accrued interest to the date of prepayment plus a fee of $500. This Bond is secured primarily by a pledge of the Stormwater Utility Fees as defined by Section 403.0893(3), Florida Statutes and imposed pursuant to Ordinance No. 93-11 adopted by the Council on June 22, 1993 (as amended by Ordinance No. 93-11-A). To the extent the Stormwater Utility Fees are insufficient to pay principal of and interest on the Bonds when due, 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 the Bonds in accordance with their terms during such fiscal year. "Non -Ad Valorem Revenues" means all revenues of the Village derived from any source other than ad valorem taxation on real or personal property and which are legally available to make the payments required under the Bond Ordinance, but only after provision has been made by the Village for the payment of all essential or legally mandated services not otherwise provided for by ad valorem taxes. Such covenant and agreement on the part of the Village to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the Village, the Village does not covenant to maintain any services or programs, now provided or maintained by the Village, which generate non -ad valorem revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the Village from pledging in the future its Non - Ad Valorem Revenues, nor does it require the Village to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Bondholders a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the Village. Such covenant to appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non -Ad Valorem Revenues and placing on the Village a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its Obligations under the Bond Ordinance, subject, however, in all respects to the terms of the Bond Ordinance and the restrictions of Section 166.241(3). Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each fiscal year which, in any one year. shall not exceed the amount to be received from taxation or other revenue sources; and subject. further, to the payment of services and programs which are for essential public purposes affecting the health. welfare and safety of the inhabitants of the Village or which are legally mandated by applicable law. 4 TI -HIS BOND SHALL NOT RE DEEMED TO CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE OR A PLEDGE OF THE FAITH AND CREDIT OF "I'i-iE VII.,LAGE. BUT SI-IALL BE PAYABLE EXCLUSIVELY FROM THE STORMWATER UTILITY FEES AND FROM LEGALLY AVAILABLE NON -AD VALOREM REVENUES OF THE VILLAGE. THE ISSUANCE OF THIS BOND SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE TI-IE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THIS BOND CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE. LEGAL OR EQUITABLE. UPON ANY PROPERTY OF THE VILLAGE, AND THE HOLDER OF THIS BOND SHALL HAVE NO RECOURSE TO THE POWER OF TAXATION. The original registered Owner, and each successive registered Owner of this Bond shall be conclusively deemed to have agreed and consented to the following terms and conditions: 1. The Village shall keep books for the registration of Bonds and for the registration of transfers of Bonds as provided in the Resolution. Bonds may be transferred or exchanged upon the registration books kept by the Village, upon delivery to the Village, together with written instructions as to the details of the transfer or exchange, of such Bonds in form satisfactory to the Village and with guaranty of signatures satisfactory to the Village, along with the social security number or federal employer identification number of any transferee and, if the transferee is a trust, the name and social security or federal tax identification numbers of the 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 principal amount and maturity and denominations in integral multiples of $100,000 (except that an odd lot is permitted to complete the outstanding principal balance). No transfer or exchange of any Bond shall be effective until entered on the registration books maintained by the Village. 2. The Village may deem and treat the person in whose name any Bond shall be registered upon the books of the Village as the absolute Owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of. the principal of and interest on such Bond as they become due, and for all other purposes. All such payments so made to any such Owner or upon 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 Bonds or transferring Bonds is exercised. the Village shall execute and deliver Bonds in accordance with the provisions of the Resolution. There shall be no charge for any such exchange or transfer of Bonds, but the Village may require payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. The Village shall not be required to transfer or exchange Bonds for a period of fifteen (15) days next preceding an interest payment date on such Bonds. 4. All Bonds, the principal 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, such Bond shall not be surrendered in exchange for a new Bond, but the Village shall make a notation indicating the remaining outstanding principal of the Bonds upon the registration books. The Bond so redesignated shall have the remaining principal as provided on such registration books and shall be deemed to have been issued in the denomination of the outstanding principal balance, which shall be an authorized denomination. It is hereby certified and recited that all acts, conditions and things requiredto 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 e laws of the State of Florida applicable thereto. ; IN WITNESS WHEREOF, the Village of Key Biscayne, F,. to be executed by the manual or facsimile signature of its Mayor ands, Seal of the Village of. Key Biscayne, Florida or a far •mile the imprinted or reproduced hereon, all as of the 7th daa f Jaii +201 (SEAL) V ,A 6 Mayor r , / Village Clerk sed this Bon ge lelc,lind the ffixed hereto or FLORIDA ASSICiNIvIENT 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 COnlillon UNIF (;IF MIN ACT - (Cust_) Custodian for (Minor) TEN ENT - as tenants by the entirety JT TEN - as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used though not in the list above. 7