HomeMy Public PortalAbout4) Tax Certificate.pdfTAX CERTIFICATE
The undersigned is the Mayor of the Village of Key Biscayne, Florida (the "Village"),
hereby certifies the following with respect to the amendment and reissuance of the $6,575,000
Village of Key Biscayne, Florida, Stormwater Utility Refunding and Improvement Revenue
Bonds, Series 2013, dated January 7, 2014 (the "Prior Bonds"), and being amended and reissued
this day (such amended and reissued Prior Bonds is hereinafter referred to as the "Bonds"). The
undersigned is the official charged with others with responsibility for issuing the Bonds.
1. General
(a) The Prior Bonds were originally issued on January 7, 2014 pursuant to
Ordinance No. 2013-9 adopted by the Village Council 011 December 3, 2013 (the "Ordinance")
and Resolution No. 2013-42 adopted by the Village Council on December 3, 2013 (the "Bond
Resolution" and, collectively with the Ordinance, the "Bond Ordinance") for the purpose of
current refunding the Village's $4,450,000 Stormwater Utility Revenue Refunding Bonds, Series
2011, financing improvements and replacements of drainage wells and outfalls for its
Stormwater Utility System (the "2013 Project") and paying costs of issuance of the Prior Bonds.
The Prior Bonds are being amended on the date hereof pursuant to Resolution No. 2016-30
adopted by the Village Council on October 4, 2016 (the "Amendment Resolution"). Such
amendments will cause the Prior Bonds to be treated as retired and reissued for federal tax
purposes. The reissued Prior Bonds are hereinafter referred to as the "Bonds".
(b) In connection with the issuance of the Prior Bonds, the Village executed
an Arbitrage Certificate, dated January 7, 2014 (the "Prior Tax Certificate"), a copy of which is
attached hereto as Exhibit "A". Capitalized terms used herein but not otherwise specifically
defined have the same meanings as when used in the Prior Tax Certificate.
(c) This certification is made, in part, under 26 CFR section 1.148-2(b)(2)
relating to "arbitrage bonds" as defined in Section 148 of the Internal Revenue Code of 1986, as
amended (the "Code"). Terms used herein which are not capitalized or specifically defined have
the same meanings as when used in 26 CFR sections 1.148-1 - 1.148-11. The undersigned has
investigated the facts, estimates, and circumstances in existence on the date hereof. Such facts
estimates, and circumstances, together with the expectations of the Village as to future events,
are set forth in summary form in this certificate. On the basis of such facts, estimates, and
circumstances, it is not expected that the proceeds of the Bonds will be used in any manner that
would cause the Bonds to be "arbitrage bonds" within the meaning of the Code and regulations.
To the best of my knowledge and belief, such expectations are reasonable and there are no facts,
estimates, or circumstances that would materially change them.
2. Source and Use of Proceeds
(a) The new Bonds will include an additional amount of principal of
$23,151.79, which will be used on the date hereof (i) to pay interest accruing on the Prior Bonds,
in the amount of $3,151.79, from October 1, 2016 (the date of the last payment of principal and
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interest on the Prior Bonds) through and including October 6, 2016 and (ii) cost of issuance of
the Bonds in the amount of $20,000.00. On the date hereof, the Prior Bonds, presently
outstanding in the amount of $5,645,000.00, will be exchanged for new Bonds in the principal
amount of $5,668,151.79.
(b) The Village reasonably expects that the 2013 Project will continue
throughout the term of the Bonds to be owned and operated by the Village.
3. Flow of Funds.
(a) The Village is required under the Bond Ordinance on each Interest
Payment Date to deposit Stormwater Utility Fees into the Bond Fund, which, together with other
moneys therein, are sufficient to pay the principal of and interest on the Bonds on such Interest
Payment Date.
(b) The Bond Fund has been established to achieve a proper matching of
revenues and debt service within each bond year and will be depleted at least once each year
(except for a reasonable carryover amount that will not exceed the greater of one year's earnings
on the Bond Fund and 1/12 of annual debt service on the Bonds). All amounts in the Bond Fund
will be expended to pay debt service on the Bonds within 13 months of the date of receipt thereof
(12 months if the amounts are interest or income from the investment of such amounts).
Amounts in the Bond Fund will be invested without yield restrictions. Interest earnings and
gains resulting from investment of the Bond Fund will be retained therein and used to pay debt
service on the Bonds.
(c) The Rebate Fund is not pledged to pay debt service on the Bonds and will
not be available if needed to pay such debt service.
4. Yield Restrictions
(a) There is currently $2,000,483 of proceeds of the Prior Bonds remaining in
the Project Fund that have not been spent on the 2013 Project. On the date of execution of the
Prior Tax Certificate, the Village reasonably expected that at least 85 percent of the proceeds of
the Prior Bonds deposited in the Project Fund would be applied to pay costs of the 2013 Project
within three years of the date thereof (January 7, 2017). As a result of unexpected construction
delays, the Village currently expects that all of the proceeds of the Prior Bonds deposited in the
Project Fund will be applied to pay costs of the 2013 Project no later than September 30, 2017.
Any investment of moneys on deposit in the Project Fund after January 7, 2017 will be invested
at a yield that not does not exceed the yield on the Bonds specified in paragraph (g) below.
(b) The restrictions set forth in this Section 4 apply to taxable investments.
For this purpose, taxable investments include all investments other than obligations the interest
on which is (i) excluded from gross income for federal income tax purposes; and (ii) not an item
of tax preference for federal alternative minimum tax purposes.
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(c) Proceeds of the Prior Bonds remaining in the Project Fund and interest or
income derived from the investment thereof will not be invested in taxable investments that
produce a yield over the term of the Bonds that is materially higher than the yield on the Bonds
(within the meaning of 26 CFR section 1.1482(d)(2)) except as follows:
(i) Such amounts may be invested without regard to yield until January 7,
2017;
(ii) Such amounts that represent investment earnings may be invested without
regard to yield for a 1 -year period beginning on the date of receipt thereof; and
(iii) An additional amount not in excess of $100,000 may be invested without
regard to yield.
(d) There are no funds or accounts in existence or that are expected to be
established in addition to the funds referred to herein that are reasonably expected to be used
(directly or indirectly) or that will be pledged (directly or indirectly) to pay debt service on the
Bonds. There are not any amounts that have been reserved or otherwise set aside such that there
is a reasonable assurance that such amounts will be available to pay principal or interest on the
Bonds. In addition, the Village has not entered into, and does not reasonably expect to enter into
within the next thirty days, a hedge contract primarily for the purpose of reducing the Village's
risk of interest rate changes with respect to the Bonds. If any such fund or account is established
after the date hereof, amounts in the fund or account will not be invested at a yield higher than
the yield on the Bonds to the extent necessary to preserve the federal income tax exemption of
interest on the Bonds.
(e) There are no amounts held under any agreement requiring the maintenance
of amounts at a particular level for the direct or indirect benefit of the owners of the Bonds or
any guarantor of the Bonds, excluding for this purpose amounts in which the Village may grant
rights that are superior to the rights of the owners of the Bonds or any guarantor of the Bonds
and amounts that do not exceed reasonable needs for which they are maintained and as to which
the required level is tested no more frequently than every six (6) months and that may be spent
without any substantial restriction other than a requirement to replenish the amount by the next
testing date.
(f) There are no amounts that have a sufficiently direct nexus to the Bonds to
conclude that the amounts would have been used for debt service on the Bonds if the proceeds of
the Bonds were not being used for those purposes.
(g) The yield on the Bonds for purposes of this Section is 2.3500%, computed
on the basis of a 30 day month and 360 day year and with interest compounded semiannually.
For purposes of computing the yield, the issue price of the Bonds is $5,668,151.79 (the principal
amount thereof).
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5. Arbitrage Rebate. The Bonds will continue to be subject to the arbitrage rebate
requirements of Section 148 of the Code as set forth in the Prior Tax Certificate, and the Village
hereby agrees to comply with such requirements as set forth therein.
6. Miscellaneous
(a) There are no other obligations of the Village: (i) that are or will be sold
within 15 days of the date hereof; and (ii) that are to be paid out of substantially the same source
of funds (or that will have substantially the same claim to be paid out of substantially the same
source of funds) as will be used to pay the Bonds.
(b) The Village covenants that it will not make any investment or use of the
proceeds of the Bonds that would cause the Bonds to be "arbitrage bonds" within the meaning of
section 148 of the Code. No portion of the proceeds of the Bonds will be intentionally used in
the manner described in section 148(a)(1) or (a)(2) of the Code.
(c) Except as otherwise specifically stated herein, there have been no changes
in the factual matters described in the Prior Tax Certificate. Except as otherwise specifically
changed herein, all of the covenants, representations and warranties contained in the Prior Tax
Certificate will continue to apply to the Bonds, and except for any such changes made herein, the
Village hereby reaffirms all of the covenants, representations and warranties contained in the
Prior Tax Certificate.
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IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of
October, 2016.
VILLAGE OF KEY BISCAYNE, FLORIDA
By:
s Al
.. Lindsay, Mayor
[Signature Page to Tax Certificate]
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EXHIBIT "A"
COPY OF PRIOR TAX CERTIFICATE
A-1
ARBITRAGE CERTIFICATE
The undersigned is the Mayor of the Village of Key Biscayne, Florida (the "Village"), and
hereby certifies the following with respect to the Village's $6,575,000 Stormwater Utility Refunding
and Improvement Revenue Bonds, Series 2013 (the "Bonds"). The undersigned is the official
charged with others with responsibility for issuing the Bonds.
1. General.
(a) The Bonds are being issued on the date hereof pursuant to Ordinance No.
2013-9 adopted by the Village Council on December 3, 2013 and Resolution No. 2013-42 adopted
by the Village Council on December 3, 2013 (collectively, the "Bond Ordinance") to provide funds
to refund the Village's $4,450,000 Stormwater Utility Revenue Refunding Bonds, Series 2011 (the
"Prior Bonds"), finance improvements and replacements of drainage wells and outfalls for its
Stormwater Utility System (the "2013 Project"), and pay costs of issuance of the Bonds. The Prior
Bonds were issued to refund the Village's $7,200,000 Stormwater Utility Revenue Bonds, Series
1999 (the "1999 Bonds"), which 1999 Bonds were issued for the purpose of providing permanent
financing for the expansion and improvement of the Stormwater Utility System (the "1999 Project").
Capitalized terms used herein but not otherwise specifically defined have the same meanings as
when used in the Bond Ordinance.
(b) This certification is made under 26 CFR section 1.148-2(b)(2) relating to
"arbitrage bonds" as defined in Section 148 of the Internal Revenue Code of 1986, as amended (the
"Code"). Terms used herein which are not capitalized or specifically defined have the same
meanings as when used in 26 CFR sections 1.148-1 -1.148-11. The undersigned has investigated the
facts, estimates, and circumstances in existence on the date hereof. Such facts, estimates, and
circumstances, together with the expectations of the Village as to future events, are set forth in
summary form in this certificate. On the basis of such facts, estimates, and circumstances, it is not
expected that the proceeds of the Bonds will be used in any manner that would cause the Bonds to be
"arbitrage bonds" within the meaning of the Code and regulations. To the best of my knowledge and
belief, such expectations are reasonable and there are no facts, estimates, or circumstances that
would materially change them.
2. Source and Use of Proceeds.
(a) The proceeds received from the sale of the Bonds will be $6,575,000 (the
"Sale Proceeds"), representing $6,575,000 principal amount plus accrued interest of $0.
(b) $75,000 of the Sale Proceeds will be used within six months of the date hereof
to pay costs of issuing the Bonds.
(c) $3,170,000 of the Sale Proceeds, together with other available funds of the
Village, will be used on the date hereof to refund and retire the Prior Bonds.
(d) The remainder of the Sale Proceeds ($3,330,000) will be deposited into the
Project Fund on the date hereof and used, together with all amounts derived from the investment
thereof, to pay for costs of the 2013 Project (the "New Money Sale Proceeds").
(e) The Sale Proceeds, together with all amounts derived from. the investment
thereof, will not exceed by any amount the amount necessary for the governmental purposes of the
Bonds.
(f) The Village reasonably expects to incur within six months of the date hereof
substantial binding obligations to third parties in an aggregate amount in excess of 5 percent of the
New Money Sale Proceeds to acquire and construct the 2013 Project. Work on the 2013 Project and
the expenditure of the New Money Sale Proceeds will proceed with due diligence to the completion
thereof. The Village reasonably expects that -al -least 85 percent of the New Money Sale Proceeds
deposited in the Project Fund will be applied to pay costs of the 2013 Project within three years of
the date. hereof.
(g) The. Village reasonably expects that the 2013 Project and the 1999 Project will
continue throughout the term of the Bonds to be owned and operated by the Village.
3. Flow of Funds.
(a) The Village is required under the Bond Ordinance on each Interest Payment
Date to deposit Stormwater Utility Fees into the Bond Fund, which, together with other moneys
therein, are sufficient to pay the principal of and interest on the Bonds on such Interest Payment
Date.
(b) The Bond Fund has been established to achieve a proper matching ofrevenues
and debt service within each bond year and will be depleted at least once each year (except for a
reasonable carryover amount that will not exceed the greater of one year's earnings on the Bond
Fund and 1/12 of annual debt service on the Bonds). All amounts in the Bond Fund will be expended
to pay debt service on the Bonds within 13 months of the date of receipt thereof (12 months if the
amounts are interest or income from the investment of such amounts). Amounts in the Bond Fund
will be. invested without yield restrictions. Interest earnings and gains resulting from investment of
the Bond Fund will be retained therein and used to pay debt service on the Bonds.
(c) The Rebate Fund is not pledged to pay debt service on the Bonds and will not
be available if needed to pay such debt service.
4. Yield Restrictions.
(a) The restrictions set forth in this Section 4 apply to taxable investments. For
his purpose, taxable investments include all investments other than obligations the interest on which
is (i) excluded from gross income for federal income tax purposes; and (ii) not an item of tax
preference for federal alternative minimum tax purposes.
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(b) Sale Proceeds and interest or income derived from the investment thereof will
not be invested in taxable investments that produce a yield over the term of the Bonds that is
materially higher than the yield on the Bonds (within the meaning of 26 CFR section 1.1482(d)(2))
except as follows:
(i) Such amounts may be invested without regard to yield until the date that is
3 years after the date hereof;
(ii) Such amounts that represent investment earnings may be invested without
regard to yield for a 1 -year period beginning on the date of receipt thereof; and
(iii) An additional amount not in excess of $100;000 may be invested without
regard to yield.
(c) Amounts in the Bond Fund that are not to be used within 13 months of the
date of receipt thereof (12 months if the amounts are interest or income from the investment of such
amounts) to pay debt service on the Bonds will not be invested in taxable investments that produce a
yield over the tern of the Bonds that is materially higher than the yield on the Bonds (within the
meaning of 26 CFR section 1.148-2(d)(2)) except to the extent that the aggregate amount so invested
does not exceed the difference between $100,000 and any amount invested pursuant to the $100,000
exception. under Section 4(b)(iii) hereof.
(d) There are no funds or accounts in existence or that are expected to be
established in addition to the funds referred to herein that are reasonably expected to be used
(directly or indirectly) or that will be pledged (directly or indirectly) to pay debt service on the
Bonds. There are not any amounts that have been reserved or otherwise set aside such that there is a
reasonable assurance that such amounts will be available to pay principal or interest on the Bonds.
In addition, the Village has not entered into, and does not reasonably expect to enter into within the
next thirty days, a hedge contract primarily for the purpose of reducing the Village's risk of interest
rate changes with respect to the Bonds. If any such fund or account is established after the date
hereof, amounts in the fund or account will not be invested at a yield higher than the yield on the
Bonds to the extent necessary to preserve the federal income tax exemption of interest on the Bonds.
(e) There are no amounts held under any agreement requiring the maintenance of
amounts at a particular level for the direct or indirect benefit of the owners of the Bonds or any
guarantor of the Bonds, excluding for this purpose amounts in which the Village may grant rights
that are superior to the rights ofthe owners of the Bonds or any guarantor of the Bonds and amounts
that do not exceed reasonable needs for which they are maintained and as to which the required level
is tested no more frequently than every six (6) months and that may be spent without any substantial
restriction other than a requirement to replenish the amount by the next testing date.
(f) There are no amounts that have a sufficiently direct nexus to the Bonds to
conclude that the amounts would have been used for debt service on the Bonds if the proceeds ofthe
Bonds were not being used for those purposes.
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(g) The yield on the Bonds for purposes of this Section is 3.3504%, computed on
the basis of a 30 day month and 360 day year and with interest compounded semiannually. For
purposes of computing the yield, the issue price of the Bond is $6,575,000 (the principal amount plus
$0 accrued interest). See Exhibit "A" attached hereto.
(h) If any taxable investments are subject to yield restriction under this Section 4,
the yield produced by the taxable investments shall be computed over the term of the Bonds on the
basis of a 30 day month and 360 day year and with interest compounded semiannually. For purposes
of computing yield, the purchase price shall be determined as provided in 26 CFR section 1.148-5,
and yield reduction payments to the Internal Revenue Service and brokerage and selling
commissions may be taken into account to extent permitted thereunder.
5. Project Fund. Amounts on deposit in the Project Fund will be used for the payment of
costs of acquisition of the 2013 Project. No portion of the proceeds of the Bonds will be used for
reimbursement of expenditures paid by the Village prior to the date of issuance of the Bonds except
for (i) preliminary capital expenditures incurred before commencement of acquisition or construction
of the 2013 Project that do not exceed twenty percent (20%) of the aggregate issue price of the
portion of an Bonds that finance or are reasonably expected to finance the 2013 Project, and (ii)
capital expenditures that (A) were paid no earlier than sixty (60) days before the date of the adoption
by the Village of a declaration of intent to reimburse such expenditures from the proceeds of
obligations, and (B) are reimbursed no later than eighteen (18) months after the later of the date the
expenditure was paid or the date the 2013 Project is placed in service (but no later than three (3)
years after the expenditure is paid). Proceeds (if any) used for reimbursement of expenditures will be
deposited in the general fund of the Village and will not be used to replace funds of the Village to be
used to refund debt of the Village to create a sinking or pledged fund for such debt or the Bonds or
otherwise to create replacement proceeds for such debt or for the Bonds. Preliminary expenditures
with respect to a project means architectural, engineering, surveying, soil testing, costs of issuance,
and similar costs incurred prior to commencement of acquisition, construction, or rehabilitation of
the project, other than land acquisition, site preparation, and similar costs incident to commencement
of construction.
6. Arbitrage Rebate. The Village has covenanted to comply with the arbitrage rebate
requirements under section 148(f) of the Code to the extent they apply to the Bonds. See Section 14
of the Resolution and Exhibit "B" attached hereto.
7. Miscellaneous.
(a) No more than 50 percent of the proceeds of the Bonds will be invested in
nonpurpose investments having a substantially guaranteed yield for four years or more (within the
meaning of section 149(g)(3)(A)(ii) of the Code). More than 85 percent of the spendable proceeds of
the Bonds (within the meaning of section 149(g)(3)(A)(ii) of the Code) will be reasonably expended
for the governmental purposes within three years of the date of hereof.
(b) Amounts that are subject to yield restriction under Section 4 hereof
(determined without regard to the $100,000 exception) will not be invested (directly or indirectly) in
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federally insured deposits or accounts (within the meaning of section 149(b)(4)(B) of the Code) if
such investment would exceed the limit of 5 percent of the proceeds of the Bonds contained in
section 149(b)(2)(B) of the Code.
(c) No portion of the proceeds of the Bonds will be used as a substitute for other
funds that were otherwise to be used as a source of financing for any portion of the Project.
(d) There are no other obligations of the Village (i) that are or will be sold within
15 days of the date hereof; and (ii) that are to be paid out of substantially the same source of funds
(or that will have substantially the same claim to be paid out of substantially the same source of
funds) as will be used to pay the Bonds.
(e) The Village has covenanted that neither the Village nor any person under the
control or direction of the Village will make any investment or use ofthe proceeds ofthe Bonds that
would cause the Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. No
portion of the proceeds of the Bonds will be intentionally used in the manner described in section
148(a)(1) or (a)(2) of the Code.
(f) The Village reasonably expects that at least 75 percent of the available
construction proceeds (within the meaning of section 148(f)(4)(C)(vi) ofthe Code) of the Bonds will
be used for construction expenditures with respect to property owned by the Village.
(g) The Village has covenanted that neither the Village nor any person under the
control or direction of the Village will make any use of the 2013 Project or the 1999 Project that
would cause the Bonds to be "private activity bonds" within the meaning of section 141 of the Code.
The 2013 Project and the 1999 Project will be owned and operated by the Village, and no portion of
the 2013 Project or the 1999 Project will be used in the trade or business of any person other than a
governmental unit (within the meaning of section 141 of the Code).
(h) All investments of amounts deposited in any fund or account created by or
pursuant to the Bond Ordinance, or otherwise containing gross proceeds of the Bonds, within the
meaning of section 148 of the Code shall be acquired, disposed of, and valued (as of the date that
valuation is required by the Bond Ordinance or the Code) at Fair Market Value. For this impose,
Fair Market Value means the price at which a willing buyer would purchase the investment from a
willing seller in a bona fide arm's length transaction (determined as of the date the contract to
purchase or sell the investment becomes binding) if the investment is traded on an established
securities market (within the meaning of section 1273 of the Code) and, otherwise the term Fair
Market Value means the acquisition price in a bona fide ann's length transaction (as referenced
above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable
regulations under the Code, (ii) the investment is an agreement with specifically negotiated
withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a
guaranteed investment contract, a forward supply contract or other investment agreement) that is
acquired in accordance with applicable regulations under the Code, (iii) the investment is a United
States Treasury Security -State and Local Government Series that is acquired in accordance with
applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled
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investment fund in which the Village and related parties do not own more than a ten percent (10%)
beneficial interest therein the return paid by the fund is without regard to the source of investment.
(i) The Village will use a consistently applied accounting method to account for
investments and expenditures of proceeds of the Bonds. Allocations of Bonds proceeds to
expenditures will be made only with respect to a current outlay of cash of the expenditures. The
Village will not invest proceeds ofthe Bonds in a commingled fund in which the Village owns more
than 10 percent of the beneficial interest thereof. The Village will maintain books and records until
six years after the date of retirement or redemption of the Bonds sufficient to (i) establish the
accounting method used, (ii) account for all investment of proceeds of the Bonds, and (iii)
substantiate the allocation of proceeds ofthe Bonds to expenditures. In the event such allocations of
Bond proceeds to expenditures are notinade within 60 days after the da%f five years after the date
hereof, the Village will use a specific tracing accounting method to account for investment and
expenditures of proceeds of the Bonds.
(j} The Village agrees to comply with and will take all reasonable measures to
effect the implementation of the post -issuance compliance procedures attached hereto as Exhibit
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IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of
January, 2014.
LAGE OF KEY BISC FLORIDA
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EXHIBIT "A"
ISSUE PRICE CERTIFICATE
1`lit;, certificate is delivered i11 connection with the issuance of $6„575„000 i t' Key,
Biscayne, Florida, Storlly t r.utii`tyItel itdi,i ndImprovement Revnu _Bonds, Series 2013.(tate
``I3()Ws"),..being issued on thi3 date hereof.
Pinnacle cle Public Finance, lnc. (the `°Pumn i.4er") does hereby certify as follows:
I . 11it P.tiitBase iss ptlr±li Isint the; Bonds tvr its own account and without any
present intent t€i re44 er lht. 13th s.1L the pt hli&,
t tla[ anwuut paid tis t111 purcbaSe price of the Bonds is $6„575,000,.
rertreseitting:56.57 ,000 principal amotint and SO accrued inlcr st.
IN 'WITNESS WilERECtit, the Purchaer has caused = :rtilicate to be executed in its
name on this 7th day. or lintuniy 2014 by one of its rtlicers duly atlih€irezed as 1trsti -lt daie,
PINNACtir, runic FINANCE, INC.
By:
EXHIBIT "B"
ARBITRAGE COVENANTS
The Village of Key Biscayne, Florida (the "Village") hereby covenants to comply with the
following provisions and procedures to insure that its $6,575,000 Stormwater Utility Refunding and
Improvement Revenue Bonds, Series 2013 being issued on the date hereof (the "Bonds") comply
with the arbitrage requirements of Section 148 of the Code.
1. Definitions
(a) Capitalized teams used herein but not otherwise specifically defined have the
same meanings as when used in the Arbitrage Certificate to which this document is attached.
(b) Terms used herein and in 26 CFR sections 1.148-1 - 1.148-11 that are not
capitalized have the same meanings as when used in such regulations.
(c)
The following definitions apply for purposes of this document:
"Calculation Date" means the same day in each calendar year selected by the
Village and the date the last Bond is discharged.
"Gross Proceeds" means: (i) all amounts actually or constructively received
from the sale of the Bonds (exclusive of accrued interest) and all amounts derived
from the investment thereof; and (ii) all amounts that are part of a sinking fund or
reserve or replacement fund for the Bonds. Such term shall not include amounts that
ate part of a bona fide debt service fund for the Bonds.
"Rebate Fund Requirement" as of any Calculation Date means the rebate
amount with respect to the Bonds as of such date calculated in the manner provided
in 26 CFR sections 1.148-1 -1.148-11. Investments need be taken into account in
calculating to rebate am ount to the extent that such amounts are eligible for an
exemption from the requirements of Section 148 of the Code under Section 148(f) of
the Code,
"Rebate Payment Date" means sixty (60) days after each succeeding fifth
Calculation Date.
2. In General
In order for interest on the Bonds to be excluded from gross income for federal
income tax purposes, arbitrage profits earned from investing all the Gross Proceeds must be paid to
the United States no later than each Rebate Payment Date.
B-1
3. Rebate Fend and Payment
(a) The Village shall calculate the Rebate Fund Requirement as of each
Calculation Date no later than fifty (50) days after each Calculation Date.
(b) No later than fifty (50) days after each Calculation Date, the Village shall
deposit in the Rebate Fund the amount, if any, necessary to increase the amount in such Fund to the
Rebate Fund Requirement.
(c) The Village shall pay any amount required to be paid to the United States
under section 148(f) of the Code out of amounts in the Rebate Fund no later than each Rebate
Payment Date.
(d) The Village may withdraw from the Rebate Fund any excess of the amount on
deposit in the Rebate Fund over the Rebate Fund Requirement calculated as of a Calculation Date.
4. Rebate Calculations
(a) The rebate amount as of any Calculation Date is computed by future valuing
certain investment receipts and payments at an interest rate equal to the yield on the Bonds computed
as of the Calculation Date.
(b) The yield on the Bonds is 3.3504%, computed in accordance with 26 CFR
section 1.1484(c) on the basis of a 30 day month and 360 day year and with interest compounded
semiannually. For purposes of computing the yield, the issue price of the Bonds is $6,575,000.
(c) The Village shall: (i) if necessary, retain an experienced professional to
perform calculations relating to the Rebate Amount; (ii) consult legal counsel experienced in matters
relating to calculations relating to the Rebate Fund Requirement to resolve issues that may arise and
for which it is necessary to consult legal counsel; and (iii) retain all records with respect to the
calculations and any payments to the United States for at least 6 years after the last Bond is
discharged.
(d) Payments to the United States shall be filed with the Internal Revenue Service
Center, Ogden, Utah 84201 on or before the payrrient is required to be paid and shall be accompanied
by Forrn 8038-T or such other form as is prescribed for such purpose.
5. Investment Restrictions
(a) No investment of Gross Proceeds (other than a United States Treasury security
of the State and Local Government Series) will be acquired for an amount in excess of its fair market
value or sold or disposed of for an amount less than its fair market value.
(b) The Village shall not enter into any investment contract to invest Gross
Proceeds unless: (i) the Village makes a bona fide solicitation for an investment contract with
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specified material terms and receives at least 3 bona fide bids from different reasonably competitive
providers of investment contracts that have no material financial interest in the Bonds; (ii) the
Village purchases the highest -yielding investment contract (net of broker fees) for which a qualifying
bid is made; (iii) the determination of the terms of the investment contraet takes into account as a
significant factor the Village's reasonably expected drawdown schedule for the furids to be invested,
exclusive of amounts deposited in debt service funds and reasonably required reserve or replacement
funds; (iv) the terms of the investment contract are reasonable, including collateral security
requirements; (v) the obligor on the investment contract certifies the administrative costs (including
any broker fees or commissions) that it is paying (or expects to pay) to third parties in connection
with the investment contract; and (vi) the yield on the investment contract is not less than the yield
then available from the obligor on reasonably comparable investment contracts offered to other
persons, if any, from a source of funds other than gross proceeds of tax-exempt bonds.
(c) The Village shall not use Gross Proceeds to purchase a certificate of deposit
that is not actively traded in an active secondary market if the certificate of deposit has a fixed
interest rate, a fixed principal payment schedule, a fixed maturity, and a substantial penalty for early
withdrawal ("CD") unless the yield on the CD is not less than: (i) the yield on reasonably comparable
direct obligations of the United States; and (ii) the highest yield that is published or posted by the
provider to be currently available from. the provider on comparable CDs offered to the public.
(d) The Village will first consult with Bond Counsel before entering into any
Swap Agreement with respect to the Bonds.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of
January, 2014.
LLAGE OF KEY BISCAYNE, FLORIDA
nldin Caplan, May
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EXHIBIT "C"
CITY OF KEY BISCAYNE, FLORIDA
TAX-EXEMPT BOND POLICIES AND PROCEDURES
In connection with the issuance of tax-exempt obligations (including, without limitation,
bonds, notes, loans, leases and certificates) (together, "tax-exempt bonds") that are subject to certain
requirements under the Internal Revenue Code of 1986, as amended (the "Code"), the Village of
Key Biscayne, Florida (the "Village") hereby adopts the following policies and procedures which
are intended to constitute written procedures for ongoing compliance with the Federal tax_
requirements applicable to the tax-exempt bonds and for the timely identification and reniediation of
violations of such requirements.
• In connection with the issuance oftax-exempt bonds, the Village's Mayor or Manager will
sign a tax certificate prepared by Bond Counsel which sets forth (i) the Village's reasonable
expectations as to the use of the proceeds of the tax-exempt bonds; and (ii) instructions for post -
issuance compliance withthe federal tax laws relating to the tax- exempt bonds. The Village's
Finance Director shall thereafter be responsible for monitoring compliance with the provisions of the
tax certificate.
• The Village's Finance Director shall identify persons responsible for monitoring ongoing
compliance with the tax requirements and provide adequate training to such persons, including
training with respect to the requirements of the Code applicable to the expenditure of proceeds of the
tax-exempt bonds and the private use of bond -financed projects.
• The Village's Finance Director or such other responsible persons, shall annually review
compliance with these procedures and the terms of the applicable tax compliance certificates in
order to determine whether any violations have occurred so that such violations can be timely
remediated through the "remedial action" provisions of the United States Treasury Regulations or
through the Voluntary Closing Agreement Program administered by the Internal Revenue Service
(the "IRS").
• The Village's Finance Director will work with the Village's Financial Advisor, Bond
Counsel or the Underwriter, if applicable, to obtain a written certification as to the offering price of
bonds so as to establish the issue price of bonds for arbitrage purposes.
• The Village's Finance Director will work with Bond Counsel to ensure that the IRS Form
8038-G is filed in a timely manner in connection with the issuance of bonds.
• The Village's Finance Director will periodically check the financial records and expenditures
of the Village to ensure that (i) clear and consistent accounting procedures are being used to track
the investment and expenditure of bond proceeds, (ii) bond proceeds are timely expended in
accordance with the applicable temporary period rules of the arbitrage regulations, and (iii) bond
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proceeds are expended in accordance with the expectations contained in the tax certificate. The
Village's Executive Director will ensure that a final allocation of bond proceeds (including
investment earnings) to qualifying expenditures is made with respect to its tax-exempt bond
proceeds.
• The Village's Finance Director or other designated responsible persons will review
arrangements for the use of bond -financed facilities with non -governmental persons or organizations
or the federal government (collectively referred to as "private persons") in order to ensure that
applicable private activity bond limitations are not exceeded. Such review shall include the review
of contracts or arrangements with private persons with respect to bond -financed. facilities which
could result in private business use of the facilities, including the sale of facilities, leases,
management or service contracts, research contracts or other contracts involving "special legal
entitlements" to bond -financed facilities. If it appears that applicable private activity bond
limitations are exceeded, the Village shall immediately contact Bond Counsel.
With respect to any financed facilities the control of which is being transferred to the county
or another municipal entity, the Village's Finance Director will, at a minimum, notify in writing the
other governmental entity that the facilities are bond -financed and, as such, the use of the same is
restricted to general public use and use by governmental entities, that any management contract with
respect to the financed facilities must comply with Rev. Proc. 97-13, and that any proposed transfer
of any portion of such financed facilities to a nongovernmental entity is subject to an opinion of
Bond Counsel.
• The Village's Finance Director shall comply with the arbitrage rebate covenants contained in
the tax certificate. The Village's Finance Director shall hire arebate analyst or otherwise ensure that
the rebate calculations are conducted in a timely manner in order to determine compliance with
arbitrage yield restrictions and rebate requirements with respect to its bonds.
• The Village shall ensure that for each issue of bonds, the transcript and all records and
documents described in these procedures will be maintained while any of the bonds are outstanding
and during the three-year period following the final maturity or redemption of that bond issue, or if
the bonds are refunded (or re -refunded), while any of the refunding bonds are outstanding and
during the three-year period following the final maturity or redemption of the refunding bonds.
• The Village will follow the above -described procedures to comply with all tax-exempt bond
requirements. If any violations of the above or other applicable provisions of the federal tax laws
relating to tax-exempt bonds are discovered, the Village shall immediately contact Bond Counsel to
determine the appropriate course of action to remedy such violation, including contacting the IRS, if
necessary.
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