HomeMy Public PortalAbout2) Specimen of Amended Bond.pdfNo R-2 $6,575;000
UNITED STATES OF AMERICA
STATE OF FLORIDA'
VILLAGE OF KEY BISCAYNE
STORMWATER UTILITY REFUNDING AND IMPROVEMENT
REVENTJE BONDS
• _;SERIES 2013
•Registered Owner:
ip ache Public Finance; Inc_•
Principal Amount Six Million Five.Hundred Seventy Five Tho
-KNOW ALL MEN BYTBESE PRESENTS; that the
(the "Village"), for value received, hereby promises to p ' to
above, or registered assigns (the "Owner"), from, the source
Amount:' specified above. Subject to the rights of prior prepay
this Bond, the Bonds shall mature on October' 1, 203'0 y Paym "i
no later than 2200 pan., Eastern time, on the date .d
counterclaims;; or withholding Or deductions for tax
This. Bond is issued under authority of
laws of the State of Florida, including' parts • + ar
amended, the Charter' of the. Village, Ordin ce.No
(the '`Council') of the Village on Deee b 3, 20
2013-42 adopted on December: 3 20 s amende
October 4, 2016 (collectively, the "R s e, u' ;" an
. Ordinance").;. and is subject to the.
purpose .of refunding the Viillage's
Series 2011, financing improvem
Village's- Stormwater'Utility item
be payable 6 ,n13i fr o in the so c
Subject to adjus
principal balance fro ®e s date
(the "Interest Payme ► t
per annum throng i .
October 7,, 2:016 until the
•s of's
Dollars ($6,575,000)
Bicayne,; Florida
° egist ed Owner shown
er em fationed, the Principal',
r- demption described ;in
ereunderr shall be made
of any defenses; set -offs,
fu l on lance with the Constitution and.
II Chapter 166, Florida Statutes, as
20: 9 duly adopted by the_ Village Council
13 1 a e "Ordinance") and Resolution No.
d. Resolution No_ 2016-30" adopted on
allectively with the Ordinance, the "Bond.
d Ordinance: This Bond is issued for the
r 00 . S ermwater Utility Revenue Refunding Bonds,
r r = einents of :drainage wells and .outfailsi for. the
d paynig costs of issuance ofthe Bonds This Bondshall,.
ed herein.
en ,erovid :elow, this Bond shall -bear interest on the outstanding
ce payable semiannually on each April]. and October .1
encing Apit 1, 2014, at an interest rate equal to (i) 3.35%0_ '.
Aber 6, (the "First. Interest- Rate'. Period") and -(ii), 2.35% beginning
tun date of this Bond (the "Second Interest Rate Period").
Interest o s Bond shall be: computed on: the basis of a :360 -day yearcop:sistirig of _.
twelve 30 -day month
'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
Adjustment of Interest Rate For Full Taxability.. In the event a Determination of
Taxability shall have occurred (i) the rate of inteiest on this Bond. shall be increased'to a rate per
annurn;:equal to '5...41,47.2% per annum with respect to the interest payable during the First Interest
Rate Period; and (ii). the late of interest on this' Bond. shall be: increased to a rate- per annum; equal
to 3:62% per =turn with respect to the interest`:"payable during the, Second Interest Rate Period
(as applicable, 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
Qwners.thereof In addition, the Owners of the Bonds or any. former Owners of the Bonds,- as
appropriate, shalt be paid an iainquirt equal to any additions to tax, interest and penalties, and ;any
arrears in interest that are -required to be paid to the ITruted States by the owners. or former
Owners of the Bond's.,as a result of such Determination of Taxability: All suchadditional interest,
additions to tax, penalties and interest shall be paid by the Village on the next:succeedi g Interest
Payment Date following the,Detemimation of Taxability.. A "Determination of''axab l ty" shall
mean (i) the issuance by the Inteiiial,Revenue Service: ofa'statutorynotice of'deficiency or other
written notcf cation which: holds in effect that tl .e interest payable On the Bonds is includable for
federal income tax; purposes. in. the gross income: of the Ow ers • 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 junsdietion that the interest
payable on the.Bonds is includable forfederal income tax purposes in the gross income of tine
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
Qwnersthereof, 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 forfederal 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 -,:7 -
respect to which interest shall b;e accruing on the Bonds on a tax-exemptbasis,, shall be other
than thirty five.percent (3:5%), the interest rate on the Bonds that are bearing imerest`on a tax
exempt basis shall be adjusted to the productobtained 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•
Oarporate_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 theinterest rate .on the Bonds be adjusted to an interest rate that is less..than (i) 3.35% o
per annum with respect to the interest: payable during the First interest Rate .Period and (ii)
2.35% per, annum with respect to the interest payable during the Second Interest Rate Period
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'vvhicl% changes the "basis of taxation of interest on the Bonds or causes. a
reduction- in yield' 'oi the Bonds (other than by reason of a change described above) to the
2
Owners or any former Owners of the Bonds, including without limitation the imposition of'ally
_
excise tax or surcharge : thereon, or (b) if, as a result of action by 'any" public body or
governmental agency, any payment is required tobe made by, pr any federal, state or local
income lax 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 =partof any
Owneroi 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 vith 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 Owner and acceptable to the Village, and such.
calculation, in the absence of manifest error, shall bebinding on the Village. and the Owners.
Mandatory : Prepayment ' The.: prrmcipal of this Bond shall be:; .subject to Mandatory,
prepayiuent r`annual installments on: each October l,, commencing Oc"tob"er 1, 20.14 m the.
arnourits set forth below
Principal ,
Year Installment Due.-
2014 $31,0,0.00:00 •
`2015 • •3.00,000.0.0'
2016 - 1.D,000;.QQ
'Z(),1=7.:-. 348,645,:.75
• - 2018 , . 354,61&$9'. .
2019 3'62,952,44
2020. 371,481._82
2021, " 380,211 X64
2022 3'89,1-46::62 -"
2023 398,291;56.
2'024, 407,651:41
2(25: 417,231,.22
2.Q20... ' 427,036.1
2027 : 437,071.51 .
2028 447,342"„6"9.
2029. 45.7,855.24 :
2-031). 468,614.84
*Final Maturity
• In the event that there is more than one: Owner of the Bonds, (i) the amourit of each Bond
to be redeemed shall be pro rata based .on the respective aggregate principal amount "of Bonds-`'
then held"by each Owner as a percentage of the total aggregate principal amount of Borids then
. outstand'mg, 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
,T_
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 principalamount 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 403.0$93(3), Florida Statutes and unposed 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 Stornxwater 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 m 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 op- real 'or personal property and: which. are :legally available to 'make the
payments required under the Bond Ordinance, butonly 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 -shell 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 havebeen budgeted, appropriated,
andactually 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 uponor pledge. of such
Non -Ad Valorem Revenues, nor does it preclude the Village from pledging m the future its Non-
Ad Valorem Revenues, nor' does it require the Village to levy and`collect any particular Noi-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 m all respects to the.payment of obligations secured'bya
pledge of such Non -Ad Valorem "Revenues heretofore or hereinafter entered into (including the
payment of debt service on bondsand 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 ins the manner described herein Non Ad Valorem
Revenues and placing on the village a positive: duty to appropriate. and budget, by amendiner t, 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 publicpurposes affecting the health,
welfare and safety of the inhabitants of the Village or which are legally rriandated by-apphcable
law.
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 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 THE 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 '.B OND SHALLHAVE 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
registrationof transfers of Bonds'as provided inthe'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 ox 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 nurriber of any transferee :and, if the .transferee isa trust, the name and
social. security or federal tax identification numbers 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 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 uponzthebooks of the Village as the absolute Owner of such. Bond, whether
such Bond shall be overdue, or not, for the purpose Hof receiving payment of, or on account
of, the principal of and uiterest on such Bond asthey 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 hi accordance With the,
provisions of the Resolutior There shall be no,charge for any such exchange ox 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 shallnot 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 B.onds,the principal of andinterest on which have been paid`, either at
or prior to maturity, shall be delivered to the Village when such fullpayment is made,
and shall thereupon be cancelled, In a portion but not all of an outstanding Bond
shall be prepaid; Such Bond shall- not be surrendered in exchangefor anew Bond, but the
Village shall make 'a.notation .indicating the'. remaining: outstanding principal ofthe Bonds
upon the registration books: The :Bond so redesignated shalt; 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 shalt be .an ;authorized;
denomination.:
It is; hereby. certified and recited that all acts,conditions and things required tohappen, to
exist and to be performed.. precedent to -and for;the issuance -of this Bond have happeneddo exist
and have been performed m: 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;. Florida has caused tits Borid
to be executed by the manual or facsimilesignature 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 ,:
imprinted or reproduced hereon, all as of the 7th day of October, 2;016 _ -
VILLAGE OF KEY BISCAYNE, FLORIDA
KE
(SEAL).
Mayor
.Cl'Pr.
•
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 1n the :
premises.
Date
Signature. Guaranteed:
Social *Security Number of Assignee
NOTICE: Signature(s) must be guaranteed by a member firm of the New .York Stock Exchange
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 Identif cation.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 m full according to applicable l!aws> or
regulations'...
TEN COM - as tenants in common UNIF GIF-MIN ACT
(Gist ).
Custodian for:
(Minor)
TEN ENT : as tenants by ; under Uniform Gifls to Minors
the entirety . Act of.
JT TEN - • as. joint tenants with -
right of survivorship and
not as tenants in co nl ion;
Additional abbreviations may also be Used thou
7
(State);,
not ui the list above: _ ,