HomeMy Public PortalAbout9) Certificate of Purchaser.pdfCERTIFICATE OF PURCHASER
The undersigned, on behalf of the Purchaser, PINNACLE PUBLIC FINANCE, INC. (the
"Purchaser"), hereby certifies and acknowledges in connection with the purchase by it of
$6,575,000 Village of Key Biscayne, Florida, Stormwater Utility Refunding and Improvement
Revenue Bonds, Series 2013 (the "Bonds") that:
1. The Purchaser has received executed copies of Ordinance No. 2013-9
adopted by the Village Council of the Village of Key Biscayne, Florida (the "Village") on
December 3, 2013 and Resolution No. 2013-42 adopted on December 3, 2013, 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 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 prior 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 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 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
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 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 security
therefor, and other material 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 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
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
Regulation D promulgated under 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 distributing the Bonds; provided that the Purchaser
retains its right to dispose of the Bonds as it may determine from time to time in its best
interests. The Purchaser will not sell, convey, pledge or otherwise transfer the Bonds
except in compliance with all then applicable state and federal securities laws and in a
manner not constituting a so-called "public offering" and in accordance with an
exemption under the Securities Act of 1933, as amended.
Dated this 7th day of January, 2014.
PINNACLE PUBLIC FINANCE, INC.
By:
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Paul Haerle, President